1. Scope and Definitions
1.1. These General Terms and Conditions (GTC) apply to all contracts between nebty GmbH ("we", "us") and our customers ("Customer") regarding the provision and use of our service "nebty" as a Software as a Service (SaaS).
1.2. Our offer is directed exclusively at entrepreneurs (§ 14 German Civil Code, BGB), legal entities under public law, or special funds under public law. By concluding the contract, the Customer confirms their status as an entrepreneur.
1.3. Our GTC apply exclusively. Deviating, conflicting, or supplementary GTC of the Customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in text form.
1.4. Individual agreements made with the Customer in individual cases (including side agreements, supplements, and amendments) shall take precedence over these GTC.
1.5. Legally relevant declarations and notifications by the Customer with regard to the contract (e.g., notifications of defects, setting of deadlines, termination) must be made in text form (e.g., email, letter). The Customer may also give notice of termination in the customer portal (clause 5.1).
2. Conclusion of Contract
2.1. The presentation of our services on the website is not a binding offer. The Customer books a plan online in the payment form of our payment service provider Stripe (Stripe Checkout). By clicking the order button, the Customer makes a binding offer to conclude the contract. We accept the offer by activating the service to the booked extent or by confirming the contract by email, whichever happens first. Activation usually takes place immediately after the order.
2.2. Contracts made outside the online order process, such as an annual plan paid by invoice, are concluded by our offer and its acceptance by the Customer in text form.
2.3. The online order process has three steps: a) In the order form on our platform, the Customer enters details about its company and chooses the plan and billing period. b) On the "Review and start" page, the Customer sees an overview of its details and accepts these GTC. c) In Stripe Checkout, the Customer stores its payment method and makes its offer with the order button (clause 2.1). Until that click, the Customer can detect and correct input errors: it checks its details in the overview and in Stripe Checkout, changes them directly in the input fields and returns to earlier steps with the "Back" button. If the Customer closes the window before the click, no contract is concluded.
2.4. We confirm receipt of the order electronically: after the click on the order button, the platform shows a confirmation page, and after activation the Customer receives an email from us. The confirmation of receipt alone is not yet an acceptance; acceptance is governed by clause 2.1.
2.5. We store the order data and the version of these GTC that the Customer accepted. The Customer can view its plan and invoices in the customer portal. The Customer can retrieve and store these GTC at any time at nebty-id.com/en/tos/platform/, including when concluding the contract (e.g., by printing them or saving them as a PDF). We send an earlier version in text form on request. German and English are available for concluding the contract; the German version prevails (clause 13.4). We have not submitted to any codes of conduct.
3. Scope of Services and Availability (SLA)
3.1. The specific scope of services (e.g., number of reports, range of functions) depends on the plan selected by the Customer according to the service description on our website at the time the contract is concluded.
3.2. a) We guarantee an availability of 99.0% on an annual average for our services. b) Excluded from availability are planned maintenance windows, which we will announce to the Customer with reasonable notice if possible, as well as downtimes due to force majeure or other causes beyond our control. c) Should the guaranteed availability not be met, the Customer is entitled to a pro-rata credit of the fees paid for the relevant period, which will be offset against future payments. The credit is offset against claims for reduction and damages arising from the same shortfall.
3.3. Monitoring searches publicly accessible sources automatically for signs of misuse. We owe the performance of the agreed searches, not a particular result. In particular, we do not promise that every misuse is detected or that every finding is correct.
3.4. We develop the service continuously and may change, replace or discontinue functions, provided this is reasonable for the Customer and does not materially reduce the agreed scope of services.
4. Prices and Payment Terms
4.1. The prices shown on our website at the time of contract conclusion shall apply. All prices are exclusive of the applicable statutory value-added tax (VAT).
4.2. a) The remuneration for the selected billing period (one month or one year) is due in advance at the start of each period. b) For bookings through Stripe Checkout, we collect the remuneration through our payment service provider from the payment method the Customer has stored (credit card or SEPA direct debit). Clause 4.5 applies to the trial period. c) If payment by invoice has been agreed for an annual plan, the remuneration is due, by way of derogation from letter a), within 30 days of the invoice date; the Customer pays by bank transfer. In this case, monitoring starts on activation and there is no trial period. d) We send invoices electronically by email.
4.3. a) If a collection fails, we inform the Customer by email. Our payment service provider may retry the collection over the following days. b) If the Customer does not pay on time, we may pause monitoring or block access to the service until the outstanding amounts have been paid. We do this no earlier than seven days after the due date and only if we have announced the pause in text form beforehand and the Customer then had a reasonable opportunity to pay. The announcement states the outstanding amount and the date from which we pause. c) By way of derogation from letter b), we may pause monitoring immediately if the first payment after the trial period fails, until it is received. This rests on the agreed obligation of the Customer to pay in advance: the Customer pays for each billing period at its start (clause 4.2 a). In this case, the email under letter a) may reach the Customer at the same time as the pause. d) We do not pause or block if the Customer raises justified objections to the claim or if the collection failed for reasons for which we or our payment service provider are responsible. e) During a pause or block, the Customer can still terminate (clause 5.1) and receive its data under clause 5.3. If access is blocked, we provide the data on request. f) The obligation to pay the agreed remuneration continues during a pause or block. g) If the Customer is in default, we may demand default interest at the statutory rate. We reserve the right to claim further damages for default. The right of extraordinary termination under clause 5.2 remains unaffected.
4.4. We are entitled to adjust the prices for the next contract period with a notice period of six weeks in text form. In the event of a price increase, the Customer has the right to terminate the contract extraordinarily at the time the increase takes effect.
4.5. Trial period. a) A new customer who books a plan through Stripe Checkout receives a free 14-day trial period where the order process offers one. Each customer receives no more than one trial period. b) The contract begins when it is concluded; the trial period is its first stage and covers the booked plan. The Customer stores a payment method when ordering (clause 4.2 b). We charge nothing for the trial period. c) We remind the Customer by email seven days before the trial period ends. d) Unless the Customer cancels by the end of the trial period, the contract then continues in the booked paid plan. The first billing period starts at that point, and the first payment becomes due and is collected. If it fails, clause 4.3 c) applies. e) If the Customer cancels during the trial period in the customer portal or in text form, the contract ends when the trial period ends. No remuneration is charged. We may also terminate during the trial period with effect from its end.
5. Contract Term and Termination
5.1. a) The contract runs for the agreed billing period (one month or one year); after a trial period, it runs from the end of the trial (clause 4.5). It renews for the same period each time unless it is terminated. For contracts under clause 2.2, our offer sets the start of the term and of the service. b) The Customer may terminate without a notice period with effect from the end of the current billing period. The notice must reach us by the end of the current billing period. The customer portal and the platform show the date and time at which this period ends. The Customer terminates in the customer portal, which is reachable from the platform, or in text form (e.g., by email). After terminating in the customer portal, the Customer receives a confirmation by email. c) We may terminate in text form with a notice period of fourteen (14) days to the end of the current billing period. d) Individually agreed terms and notice periods take precedence (clause 1.4).
5.2. a) The right of both parties to extraordinary termination for cause remains unaffected. b) A cause for us exists in particular if the Customer is in arrears with the payment of a fee for more than 30 days or persistently violates their obligations under § 6 (Rights of Use) or § 7 (Customer's Obligations to Cooperate). c) If the arrears meet the requirements of § 543(2) sentence 1 no. 3 BGB, no warning is needed before termination. In all other cases, we terminate for cause only once a reasonable period to remedy the breach has expired without success or a warning has had no effect, unless the law requires neither (§ 543(3) sentence 2 BGB). d) We declare extraordinary terminations to the Customer in text form. Ending the subscription technically at our payment service provider only implements the termination of the contract.
5.3. a) When the contract ends, monitoring ends. This applies to every type of termination, for example when a trial period ends without moving to a paid plan or when we terminate for non-payment (clause 5.2). b) Until the end of the contract, the Customer can export its data through the platform and the APIs. c) Return and deletion after the end of the contract are governed by § 12 of the Data Processing Agreement. Under it, we provide the data on request within ten business days after the end of the contract in a common, machine-readable format. If the Customer has not requested its return, we delete the data within 30 days after the end of the contract. A Customer who wants to keep its data should therefore export it before the contract ends or request it no later than the end of the contract.
6. Rights of Use
6.1. For the duration of the contract, we grant the Customer a simple, non-transferable, and non-sublicensable right to use the SaaS service for their own business purposes within the agreed scope.
6.2. The Customer is prohibited from: a) copying, selling, renting, or otherwise making the software or parts thereof available to third parties, b) reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the software, c) circumventing security mechanisms of the software, d) using the service for illegal purposes or for the distribution of illegal content.
7. Customer's Obligations to Cooperate
7.1. The Customer is solely responsible for the legality of the data and content entered, uploaded, and processed by them.
7.2. The Customer is obliged to keep their access data (usernames, passwords) secret and to protect them from access by unauthorized third parties.
7.3. The Customer is responsible for creating the technical prerequisites on their side (e.g., stable internet connection, current web browser) for accessing the service.
8. Liability for Defects
8.1. a) Defects are governed by the provisions of German tenancy law (§§ 535 et seq. BGB), unless otherwise stipulated below. b) The Customer reports defects in text form without undue delay after discovering them. c) We remedy reported defects within a reasonable period. The Customer's right to a reduction remains unaffected. If we do not remedy a defect within a reasonable period, the Customer may terminate the contract under § 543(2) sentence 1 no. 1 BGB. d) Strict liability for defects that already existed when the contract was concluded (§ 536a(1) first alternative BGB) is excluded. e) Claims for defects become time-barred one year after the statutory start of the limitation period. This does not apply to claims for damages; the statutory periods apply to them.
9. Liability
9.1. We shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions. In the context of fault-based liability, we shall only be liable for damages – irrespective of the legal grounds – in cases of intent and gross negligence.
9.2. In the case of simple negligence, we shall only be liable, subject to statutory limitations of liability, a) for damages resulting from injury to life, body, or health, b) for damages resulting from the breach of an essential contractual obligation. In this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.
9.3. The limitations of liability resulting from para. 9.2 shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the Customer under the Product Liability Act.
10. Confidentiality
10.1. Both parties treat all confidential information of the other party that they receive under the contract as confidential and use it only to perform the contract. Confidential information includes in particular the Customer's data in the platform, its case files and non-public prices.
10.2. This does not apply to information that is or becomes public without fault of the receiving party, that the receiving party already lawfully knew, or that it must disclose under a legal or official obligation.
10.3. The duty of confidentiality survives the end of the contract.
11. Data Protection and Data Processing
11.1. We process personal data in accordance with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details can be found in our privacy policy.
11.2. Insofar as the Customer has personal data processed by us within the scope of using the service (e.g., data of employees or customers in the reports), we act as a data processor and the Customer as the controller within the meaning of Art. 4 No. 7 GDPR.
11.3. The processing of personal data on behalf of the Customer is governed by nebty's Data Processing Agreement as available at nebty-id.com/en/dpa/. It becomes part of this agreement upon its conclusion.
12. Amendments to the GTC
12.1. We may amend these GTC with effect for existing contracts if this is necessary because of a change in legislation or case law, because of technical developments, or to close a gap in the provisions that arose after the contract was concluded, and if it does not unreasonably disadvantage the Customer. Changes to the main obligations, prices and term are excluded from this procedure; prices are governed by clause 4.4.
12.2. We announce changes in text form at least six weeks before they take effect. A change is deemed approved if the Customer does not object in text form within four weeks of receiving the notice. We point out this consequence and the right of termination under clause 12.3 in the notice.
12.3. The Customer may terminate the contract without notice until the change takes effect. If the Customer objects, the contract continues on the previous terms; the right of both parties to ordinary termination remains unaffected.
13. Final Provisions
13.1. The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
13.2. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be Munich.
13.3. Should individual provisions of this contract be or become invalid, the rest of the contract remains valid. The invalid provision is replaced by the statutory provision.
13.4. These GTC are available in German and English. The German version prevails.