Terms of Service

This is a courtesy translation. Only the German version (AGB) is legally binding.

Preamble

These General Terms and Conditions (“Terms”, German: AGB) govern the contractual relationship concerning the provision and use of the software platform “Autaxo” (as a paid subscription and as a free trial use / “Free Tier”) between

GOBERU SOLUTIONS UG (haftungsbeschränkt)
Kiefernstraße 25 c/o Julian Alessio Goßen
45525 Hattingen, Germany
Commercial register: Amtsgericht Essen, HRB 36889
VAT ID: DE454764286

(hereinafter the “Provider”)

and the respective registered, commercially active user (hereinafter the “Customer”).

The Provider’s offers are directed exclusively at entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law. Contracts with consumers (§ 13 BGB) are expressly excluded.

§ 1 Scope of Application, Order of Precedence, Contractual Components

(1) These Terms apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Customer (e.g. purchasing terms) become part of the contract only if and to the extent that the Provider has expressly consented to their application in text form.

(2) References to the Customer’s own purchasing terms in purchase orders or similar documents of the Customer serve administrative purposes only and have no legal effect on this contract. Unconditional performance of services by the Provider does not constitute acceptance of third-party terms and conditions.

(3) In the event of contradictions between the contractual documents, the following order of precedence applies:

1. The individual order page (online checkout / in-app booking) or the individual offer.
2. The data processing agreement (“DPA”, German: AVV) including its annexes (which takes precedence over all subsequent documents in data protection matters).
3. These Terms.
4. The Software Documentation (description of functions, SLA, support).
5. The applicable price list (if available; otherwise the prices on the order page apply).

§ 2 Definitions

• “Platform”: The SaaS application “Autaxo” (currently available at https://garage.autaxo.de).
• “Authorized Users”: Natural persons authorized by the Customer to use the Platform.
• “Customer Data”: All data and content that the Customer or its Authorized Users enter into, upload to, or generate on the Platform.
• “Software Documentation”: The current, online-published description of functions, modules, and interfaces. Clarification: the documentation does not establish any guarantees or service credits unless expressly agreed. The current version can be found here.
• “Sub-processors”: Service providers engaged by the Provider to perform the services. The current list of sub-processors is set out as an annex to the current DPA.
• “Trial Use (Free Tier)”: The free-of-charge use of the Platform, unlimited in time, for testing, evaluation, and training purposes (demo/test mode), without Productive Use.
• “Productive Use”: Any use to generate legally binding results, or results usable for tax or accounting purposes, for real business transactions, in particular the creation of genuine invoices, contracts, or export/accounting records addressed to real end customers or authorities.
• “Credits (usage balance)”: Prepaid internal accounting units for the use of credit-based services (in particular AI vehicle images, market value analyses, and similar).

§ 3 Subject Matter of the Contract and Scope of Services

(1) The Provider grants the Customer access to the Platform via the internet for the duration of the contract. The Platform serves as a technical tool to support used car dealers in digitalizing commercial processes (e.g. technical preparation of accounting data, margin scheme taxation, export processing) and in creating documents.

(2) Clarification regarding tax-related use: Autaxo is a technical tool. The Provider does not owe any tax or legal advice and does not perform any professional case-by-case review. The Provider does not check the plausibility, completeness, or appropriateness of the data and parameters entered by the Customer. The Provider makes no warranty or representation regarding the tax or legal correctness, completeness, or acceptance (e.g. by tax authorities or tax auditors) of the results or documents generated by the Platform. Professional review, approval, and use are the sole responsibility of the Customer; where necessary, the Customer must obtain qualified professional advice (e.g. from a tax advisor or auditor).

(3) The Provider continuously develops the Platform. It is entitled to change or adapt the scope of functions or to remove functions, provided that the essential service characteristics are retained and the change is reasonable for the Customer. Details are governed by § 15.

(4) The usage license is limited to the Customer’s business location (site) defined in the subscription. A separate subscription is required for each additional location (in particular legally independent branches).

(5) The Provider is entitled to use qualified third parties as subcontractors (e.g. data center operators, API providers) to perform the services. Data protection requirements are governed by § 10 and the DPA.

§ 4 Conclusion of Contract, Trial Use (Free Tier), Transition to Productive Use

(1) The contract is concluded upon online registration and acceptance by the Provider. The free trial use (Free Tier) and any subsequent read-only use are part of this contractual relationship, but free of charge. The Provider reserves the right to verify the Customer’s entrepreneur status (e.g. by validating the VAT ID).

(2) Trial Use (Free Tier). After registration, new customers receive free trial use of the Platform, unlimited in time, for testing, evaluation, and training purposes (demo/test mode). The scope of functions generally corresponds to the full scope of functions; Productive Use pursuant to paragraph 3 is excluded. There is no time limit; however, there is no legal claim to permanent free provision (paragraph 6, § 13). Any credit allowance included in the Free Tier (cf. § 7 para. 7) serves testing purposes only.

(3) Distinction from Productive Use. Trial use does not entitle the Customer to Productive Use (§ 2). Results and documents generated during trial use serve testing purposes only, are not intended for legal or business transactions, and may be marked as test/sample documents (e.g. with a “MUSTER/TEST” (sample/test) watermark). As soon as the Customer wishes to use the Platform productively, in particular to create genuine invoices or other legally binding documents or documents usable for tax purposes, a paid subscription must first be concluded.

(4) Transition / no automatic conversion. The transition to Productive Use takes place exclusively through the Customer actively entering payment details and selecting a plan. At no point does the trial use automatically convert into a paid contractual relationship, and no automatic payment obligation arises. The term of the paid subscription only begins with this active transition (cf. § 13 para. 1).

(5) Read-only and deletion in case of inactivity. If the Customer does not log in for a continuous period of six (6) months, the Provider is entitled to downgrade the Free Tier account to read-only and/or deactivate it and, in case of continued inactivity, to permanently delete the data, unless statutory retention obligations prevent this. The Provider will inform the Customer in text form (to the administrator email address on file) at least 14 days before final deletion and will enable the Customer to retrieve the Customer Data in a common machine-readable format (e.g. CSV/JSON) until then.

(6) Termination / discontinuation of trial use. The Provider is entitled to terminate a free-of-charge Free Tier contractual relationship at any time in the ordinary course with four (4) weeks’ notice in text form, and to discontinue or change the Free Tier offering as a whole with reasonable notice. § 13 para. 4 and para. 5 apply accordingly. Paid subscriptions are governed exclusively by § 13.

(7) Fair use / misuse. Trial use is limited to one account per company/location. In case of misuse, in particular multiple registrations to circumvent the conclusion of a subscription, productive use in circumvention of paragraph 3, automated mass access, or transfer to third parties, the Provider is entitled to immediately block access and/or terminate. Usage-based limits are set out in the Software Documentation (§ 5 para. 4).

§ 5 Usage Rights and Usage Restrictions

(1) The Customer receives a non-exclusive, non-transferable, and non-sublicensable right to use the Platform for its own business purposes for the duration of the contract.

(2) The Customer is prohibited from: a) using the Platform beyond the contractually agreed scope; b) copying, modifying, reverse engineering, decompiling, or disassembling the software, except to the extent this is mandatorily permitted by law (e.g. pursuant to § 69e UrhG); c) Technical security scans or penetration tests within the scope of control rights (e.g. under § 7 of the DPA) are permitted if they are coordinated in advance (scope, time frame, test methodology, contact persons) and do not unreasonably impair the operation of the Platform. The Provider will not unreasonably withhold consent; in the event of a specific security incident or a substantiated suspicion of security defects, the parties will agree on an appropriate course of action at short notice.

(3) The Provider is entitled to temporarily block access in the event of a substantiated suspicion of violations of these Terms or in the event of acute security risks. In urgent cases, such as attacks on the infrastructure, the block may take effect immediately; in other cases, after prior warning. The Customer’s payment obligation remains in effect during a justified block.

(4) Where the Software Documentation provides for usage-based limits (e.g. quotas / rate limits), these must be observed.

§ 6 Customer Obligations, GoBD Notice

(1) The Customer manages its user accounts on its own responsibility and protects access credentials against third-party access. The Customer is liable for all actions carried out using its access credentials to the extent that it is responsible for the misuse.

(2) The Customer must report defects of the Platform in text form without undue delay, but no later than within 14 calendar days of becoming aware of them. To ensure fast processing, reports should be submitted by a designated administrator via the ticket system provided by the Provider (or the designated support channel). If the Customer fails to report a defect, claims for defects are excluded only to the extent that the Provider was unable to provide a remedy as a result of the omission or the defect worsened; statutory rights, in particular under § 536c BGB, remain unaffected. The designated support channel is the support email address stated in the imprint or in the Platform. Other communication channels (e.g. telephone, messenger services such as WhatsApp) serve general communication only and are not intended for the transmission of personal data from the Customer’s area of responsibility; the Customer will not provide such data via these channels.

(3) The Customer shall indemnify the Provider and its corporate bodies, employees, and vicarious agents against all third-party claims, including reasonable, demonstrably incurred costs of legal enforcement and defense (court and attorney fees, expert costs), that are based on a) use of the Platform by the Customer or its Authorized Users that is unlawful or in breach of the contract, b) content or data provided by the Customer (including infringements of copyright, trademark, personality, competition, and data protection rights), or c) a violation of these Terms, in particular of the usage restrictions under § 5, to the extent the Customer is responsible for this. The Provider will inform the Customer without undue delay of any claims asserted and, to the extent legally permissible, allow the Customer to conduct the defense. Settlements require the prior consent of the Provider, which may not be unreasonably withheld. Public-law sanctions (e.g. fines) are covered by the indemnification only to the extent legally permissible; statutory recourse claims remain unaffected. This indemnification obligation is not subject to the limitations of liability in § 12.

(4) The Customer is solely responsible for reviewing all results, calculations, suggestions, exports, and documents generated by the Platform for factual, tax-related, and legal correctness and completeness before any further use (e.g. handover to accounting, tax advisors, banks, authorities, or end customers). No review, plausibility check, or approval by the Provider takes place. The Customer remains solely responsible for complying with all commercial and tax law provisions applicable to it (e.g. GoBD, § 25a UStG, archiving obligations). The Platform maps standard cases technically; individual particularities or complex situations may be mapped incompletely and must always be reviewed by the Customer.

(5) The Customer is obliged to regularly back up its data locally via the Platform’s export functions to prevent data loss.

§ 7 Fees, Payment Terms, Additional Services, Price Adjustments

(1) The fees are based on the subscription selected in the order process (checkout) or the applicable price list. All prices are exclusive of statutory value-added tax. Fees are due monthly in advance.

(2) Optional integrations, services, or transactions (e.g. extended VIN queries, credit reports, vehicle queries, integrated third-party providers, and similar) that are not included in the base subscription are itemized separately. Billing takes place after confirmed use or booking. Overages of included quotas are billed at the end of the period in accordance with the applicable price list.

(3) Billing takes place in advance for each billing period. Fees paid (base fees and fees for additional services) are generally non-refundable (“No Refund Policy”). This does not affect mandatory statutory repayment claims, in particular in the event of a justified extraordinary termination for good cause due to a breach of duty for which the Provider is responsible.

(4) a) If the Customer defaults on due fees, the Provider may temporarily block access to the Platform after issuing a warning in text form and granting a grace period of at least 14 calendar days. b) If the Customer is in default with more than two monthly fees, the Provider is entitled to terminate the contract extraordinarily.

(5) a) Cost-based adjustment: The Provider is entitled to adjust the recurring fees no more than twice per calendar year with effect for the future if the cost structures underlying the service (e.g. hosting, personnel, external service providers, infrastructure, legal requirements) change materially. The adjustment is made at the Provider’s reasonable discretion (§ 315 BGB) and only to the extent that the relevant cost changes affect the overall calculation of the service; cost reductions must be taken into account accordingly. b) Feature expansions (feature pricing): If, within the booked subscription, the Provider makes new or materially expanded functions available to the Customer that go beyond the previous scope of services and objectively offer added value for typical use cases, the Provider may reasonably adjust the recurring fees for this with effect for the future. In its notification, the Provider will specifically state which feature expansions give rise to the adjustment and which price change results from them. c) Notification and special termination right: Increases under a) or b) will be communicated to the Customer in text form at least six (6) weeks before they take effect, stating the essential reasons. The Customer may terminate the contract extraordinarily up to the time the increase takes effect (special termination right). If the Customer does not exercise this right, the new prices are deemed agreed as of the effective date.

(6) Payments are processed via external payment service providers, in particular Stripe Payments Europe, Ltd., Ireland, and PayPal (Europe) S.à r.l. et Cie, S.C.A., Luxembourg. The Customer consents to the transmission of the data required for payment processing (e.g. name, address, payment information, billing and contract data) to the selected payment service provider. The data is transmitted for the purpose of contract performance (Art. 6(1)(b) GDPR). Payment service providers may process payment data under their own regulatory responsibility and their own terms; the terms of use and privacy policies of the respective payment service provider additionally apply.

(7) Credits (usage balance). a) Certain functions, in particular the AI-based generation of vehicle images and other services designated in the price list/Software Documentation, are billed via Credits. b) Credits are a prepaid, purely internal accounting balance; they are not legal tender and not e-money (§ 1 para. 2 ZAG), not transferable to third parties, and not redeemable for cash. c) Credits are provided (i) as a monthly quota included in the subscription (“Subscription Credits”) and/or (ii) through separately purchased credit packages (“Additional Credits”). The volume and credit price per service are set out in the order process or the applicable price list; changes to the credit cost per service are governed by paragraph 5.

(8) Validity and expiry. a) Subscription Credits are valid only within the assigned billing month; unused Subscription Credits expire at the end of the month without replacement and are not carried over (no rollover). b) Additional Credits are valid for 12 months from the date they are credited; thereafter, unused Additional Credits expire without replacement. c) Upon termination of the contract and in read-only status (§ 4 para. 5, § 13 para. 4), all unused Credits expire; there is no claim to payout or refund (cf. para. 3, “No Refund”). Mandatory statutory repayment claims remain unaffected. d) The Provider transparently displays the credit balance and expiry dates in the Platform and provides reasonable advance notice before Additional Credits expire (notice in the Platform/text form).

(9) Order of consumption. If both Subscription Credits and Additional Credits are available for a service, the Credits expiring first are consumed first (as a rule, Subscription Credits of the current month, then Additional Credits on an oldest-first basis). If the available Credits are insufficient, the service can only be provided after further Credits are purchased or the plan is changed; paragraph 2 (overages) remains unaffected.

§ 8 Availability and Service Level Agreement (SLA)

(1) The Provider aims for Platform availability of 98.5% on a monthly average at the handover point (data center router output). The stated availability does not constitute a guarantee in the legal sense but describes a service objective.

(2) Excluded from the availability calculation are: a) announced maintenance work (planned maintenance is generally announced at least 48 hours in advance; emergency maintenance may take place at short notice); b) periods of unavailability due to circumstances outside the Provider’s control (e.g. force majeure, failure of public communication networks, disruptions at the cloud provider); c) blocks due to security incidents or contractual violations by the Customer.

(3) Measurement, periods, and response times are governed by the Software Documentation. There is no claim to lump-sum service credits. Statutory warranty rights and the liability provisions in § 12 remain unaffected. In the event of repeated material failure to meet the target availability for which the Provider is responsible, the Customer is entitled to terminate the contract extraordinarily for good cause.

§ 9 Warranty

(1) The Provider warrants that, during the contract term, the Platform has the contractually agreed characteristics and corresponds to the essential functions described in the Software Documentation.

(2) The Provider remedies material defects and defects of title that arise within a reasonable period. The remedy may also consist of demonstrating workarounds.

(3) The Provider does not warrant that the use of the Platform ensures particular economic objectives or tax acceptance (e.g. by tax auditors). Algorithms are maintained with commercial diligence, but any guarantee of correctness in individual tax cases is excluded.

(4) Strict liability for defects existing at the time of conclusion of the contract pursuant to § 536a para. 1 BGB is excluded.

(5) Clarification: The warranty under paragraphs 1 and 2 relates to the technical functionality of the Platform (provision, operability, and processing in accordance with the Software Documentation) and not to the substantive correctness of professional results. To the extent that the Platform provides tax or legal logic, calculations, or document/contract templates, the Provider owes only the technical processing of the inputs and configurations provided by the Customer. Any warranty of tax or legal correctness, acceptance, or audit-proofness in individual cases is excluded; § 3 para. 2 and § 6 para. 4 remain unaffected.

§ 10 Data Protection, DPA, Sub-processors, AI Training

(1) The Provider processes personal data on behalf of the Customer within the meaning of Art. 28 GDPR. For this purpose, the data processing agreement (“DPA”) applies as an integral part of this contract. The DPA is concluded in electronic form upon conclusion of the main contract (e.g. through registration and/or booking of a paid subscription) and does not require a separate signature. The version of the DPA provided to the Customer at the time of conclusion of the contract (version/date), which the Customer can download in a permanently storable form, is authoritative. Online access to a “current version” is for information purposes only; changes are made exclusively in accordance with the amendment provisions in the Terms and the DPA.

(2) Sub-processors and their locations are named in the annex to the DPA and may be added or changed in accordance with the procedure defined in the DPA.

(3) Technical and organizational measures (TOMs) to protect the data are described in the DPA or its annex.

(4) The Provider will inform the Customer without undue delay of personal data breaches to the extent they affect the Customer.

(5) Transfers of data to third countries (outside the EU/EEA) take place only on the basis of appropriate safeguards (e.g. EU standard contractual clauses / EU SCCs).

(6) The Provider is entitled to use non-personal, fully anonymized, or aggregated data for purposes of statistics, quality assurance, product improvement, and industry analyses, provided that neither the Customer nor natural persons are identifiable as a result and no confidential information or trade secrets of the Customer are disclosed; § 11 remains unaffected. Re-identification of the Customer or of natural persons is excluded. Training data for AI functions (artificial intelligence) must not contain personal data; Customer Data is used for training purposes only in fully anonymized or aggregated form or with the Customer’s prior consent in text form.

§ 11 Information Security and Confidentiality

(1) The parties undertake to keep secret, without time limit, all information marked as confidential or confidential by its nature (in particular trade secrets, technical details, customer lists) and to use it only for purposes of contract performance. This does not apply to the extent that the information a) was demonstrably already lawfully known to the receiving party at the time of disclosure, b) becomes generally known without a breach of this obligation, c) is lawfully disclosed to the receiving party by a third party without a confidentiality obligation, or d) was independently developed by the receiving party. Statutory disclosure obligations or official or court orders remain unaffected; the receiving party will, to the extent legally permissible, inform the other party in advance. The Provider may disclose confidential information to sub-processors to the extent this is necessary for contract performance and they are bound to confidentiality.

(2) The Provider implements appropriate technical and organizational measures (TOMs) to ensure the security of the Platform.

(3) Log and diagnostic data may be processed to ensure operations, to defend against attacks, and for capacity planning.

§ 12 Liability

(1) The Provider is liable without limitation in cases of intent, gross negligence, injury to life, body, or health, assumption of a guarantee, fraudulent concealment of a defect, and under the German Product Liability Act (Produkthaftungsgesetz).

(2) In cases of slight negligence, the Provider is liable only for breaches of essential contractual obligations (cardinal obligations). Cardinal obligations are obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

(3) In the case of liability under paragraph 2, the obligation to pay compensation is limited to the typical contractual damage foreseeable at the time of conclusion of the contract. The parties agree that, given the nature of the service (technical provision without tax advice), the typically foreseeable damage is adequately reflected by the agreed fees. Liability is therefore limited in amount as follows: a) per damage event, to a maximum of three (3) monthly base fees (net) of the subscription booked by the Customer at the time of the damage event, and b) in total per contract year, to a maximum of twelve (12) monthly base fees (net) of the subscription booked by the Customer at the time of the damage event. The monthly base fee is the monthly base fee of the subscription (excluding usage-based additional fees/overages), unless expressly agreed otherwise in writing in the individual case.

(4) Within the scope of liability under paragraphs 2 and 3, liability for loss of data is limited to the typical recovery effort that would have arisen if the Customer had performed regular and proper data backups. Liability for indirect and consequential damages, in particular lost profits or production downtime, is excluded to the extent legally permissible.

(5) The above limitations of liability apply to all claims, regardless of the legal basis, and also in favor of the Provider’s legal representatives, corporate bodies, employees, and vicarious agents.

(6) For the free trial use (Free Tier), the Provider is liable, subject to paragraph 1, only for intent and gross negligence. § 9 (Warranty) and paragraphs 2 to 4 do not apply to the free trial use (in line with the legal principles of §§ 521, 524 BGB); paragraph 5 remains unaffected.

§ 13 Contract Term and Termination

(1) The term of the paid subscription begins only with the Customer’s active transition to a paid subscription (entering payment details and selecting a plan in the Platform). The subscription runs for an indefinite period and may be terminated in accordance with paragraph 2. The free trial use (Free Tier) and any read-only use do not create any payment obligation.

(2) The Customer may terminate the subscription at any time with effect from the end of the current billing period. The relevant time is the end of the period shown in the customer account or on the in-app order page (CET/CEST). Termination may be declared via the function in the account settings (“Cancel Subscription”). Termination in text form (e.g. by email) may only be declared if the cancellation function in the software is unavailable for technical reasons; in that case, it must be declared from an administrator email address on file with the customer account and must allow clear identification of the customer account.

(3) The right of both parties to extraordinary termination for good cause remains unaffected.

(4) Upon expiry of the billing period at which the termination takes effect (“end of contract”), the Customer’s access to the software is set to a restricted scope of functions (“read-only”). In this status, the Customer can view content but can no longer make changes or create new records (in particular vehicles, customers, transactions). Self-service export functions are generally no longer available after the end of the contract, unless they are enabled under an archive subscription pursuant to paragraph 5. However, within thirty (30) days after the end of the contract, the Customer may request, on a one-time basis, the release of its Customer Data in a common machine-readable format. The relevant time for the end of the contract is the time shown in the customer account or on the in-app order page (CET/CEST). After expiry of this period, there is no claim to restoration or reconstruction of data, unless statutory retention obligations require otherwise.

(5) The Provider may optionally offer the Customer a paid archive subscription (“AutaxoArchiv”) that enables continued access in read-only status beyond the period stated in paragraph 4. Under AutaxoArchiv, the read-only mode may be extended so that the Customer can additionally use download and export functions (e.g. for exports/supporting records); the creation of new records and the editing of existing content remains excluded. Price, term, and scope are set out in the applicable price list or on the in-app order page. If the Customer does not conclude an AutaxoArchiv subscription, the Customer Data will be deleted after expiry of the period stated in paragraph 4, unless statutory retention obligations prevent this. Active copies are deleted within thirty (30) days. Backups are overwritten as part of the regular backup rotation; the general rotation principles described in the DPA (Annex 1, TOMs) are authoritative in this respect. Upon request, the Provider will provide a deletion confirmation.

§ 14 References, Marketing

(1) The Provider is entitled to name the Customer as a reference on its website and in sales materials by company name in word form (without logo), unless the Customer objects in text form (opt-out).

(2) The use of the Customer’s logo or the publication of detailed case studies requires the Customer’s prior consent (opt-in). This consent may be granted, for example, via a checkbox during onboarding or by email, and may be revoked at any time with effect for the future.

(3) In the event of revocation, the Provider will remove the reference within a reasonable period (approx. 14 days for online media).

(4) Reference naming under paragraph 1 takes place only insofar as no individual confidentiality agreement or statutory confidentiality obligation prevents it. The Customer may object to the reference naming at any time in text form; the Provider will then remove the naming within a reasonable period.

§ 15 Changes to These Terms

(1) The Provider may change these Terms with effect for the future if there is a valid reason for doing so (e.g. changes in legislation or case law, security requirements, product development, adjustments to organizational processes or technical specifications). a) Non-material changes (e.g. editorial clarifications, updates to references, changes without disadvantage to the Customer) take effect after notification in text form. b) Material changes affecting the principal performance obligations, the fees, the term/termination, or liability to the Customer’s disadvantage will be communicated to the Customer in text form at least six (6) weeks before they take effect. Such changes only become effective if the Customer consents to them (e.g. by confirmation in the Platform or in text form). If the Customer rejects them or does not give consent, the previous provisions continue to apply; the Provider is entitled to terminate the contract with four (4) weeks’ notice. c) Price adjustments are governed primarily by § 7 para. 5.

(2) Functional changes or the discontinuation of individual functions/integrations are permissible if they are reasonable (in particular if equivalent alternatives are provided, usage is low, or third-party interfaces change). a) Notice period: generally at least six weeks. b) A shorter period is permissible in the case of (i) security-critical or legally required changes and (ii) short-term changes to third-party interfaces (APIs) outside the Provider’s control that make a timely adjustment unreasonable. The Provider will inform the Customer without undue delay after becoming aware. c) To the extent reasonable, the Provider will provide migration guidance or functional alternatives. d) Special termination right in the event of a material, unreasonable deterioration.

§ 16 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes is Essen, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

(3) The Customer may only set off claims that are undisputed, finally adjudicated, or ready for decision. The Customer may only assert rights of retention insofar as they are based on the same contractual relationship.

(4) Changes and additions to this contract must be made in text form.

(5) Should individual provisions be or become invalid, the remainder of the contract remains effective (severability clause). The statutory provisions apply in place of the invalid provision.

(6) The place of performance for all services of the Provider is the Provider’s registered office.

(7) The Provider is entitled to transfer this contract and the rights and obligations arising from it, in whole or in part, to companies affiliated with it within the meaning of §§ 15 et seq. AktG or to legal successors (e.g. in the context of an asset or share deal, a transformation, or another structural measure). The Provider will inform the Customer of this in text form. The Customer may only assign claims under this contract with the Provider’s prior consent; § 354a HGB remains unaffected.

(8) The order page or the individual offer, this contract including these Terms, the applicable price list, the Software Documentation, and the data processing agreement (DPA) constitute the entire agreement of the parties regarding the subject matter of the contract and replace all prior oral or written arrangements relating thereto. In case of doubt, individual agreements in text form take precedence over these Terms.

§ 17 IP Indemnification

(1) The Provider shall indemnify the Customer against justified third-party claims asserted against the Customer due to the contractual use of the unmodified Platform for infringement of intellectual property rights (in particular copyrights, trademarks, or patents), provided the Customer a) informs the Provider without undue delay in text form, b) leaves the sole conduct of the defense and settlement negotiations to the Provider, and c) supports the Provider to a reasonable extent.

(2) The indemnification obligation does not apply to the extent that the asserted claims are based on the Customer a) using the Platform in breach of the contract, b) combining it with software or data not approved by the Provider, or c) making, or having others make, unauthorized changes to the Platform.

(3) As a remedy, the Provider may, at its own discretion, a) modify the Platform so that it no longer infringes, b) obtain the right of continued use for the Customer, or c) replace the affected function. If such a remedy is not possible for the Provider on economically reasonable terms, the Provider may terminate the contract extraordinarily with respect to the affected function and refund, on a pro rata basis, fees already paid in advance for the period after the termination takes effect.

(4) To the extent legally permissible, claims of the Customer arising from or in connection with the indemnification under this § 17 are subject to the liability provisions and limitations of liability of § 12 of these Terms. Mandatory statutory liability pursuant to § 12 para. 1 remains unaffected.

§ 18 Force Majeure

(1) Force majeure means events outside a party’s reasonable control (e.g. natural disasters, war, terrorism, pandemics, strikes, failure of power or telecommunications networks, disruptions at cloud or infrastructure providers, official orders) that materially impair or prevent the performance of the contractual services.

(2) As long as and to the extent that a party is prevented from fulfilling its obligations due to force majeure, those obligations are suspended; agreed deadlines are extended by the duration of the disruption plus a reasonable restart period.

(3) If the disruption caused by force majeure lasts longer than 60 consecutive days and materially impairs the performance of the contract, both parties are entitled to terminate the contract for good cause with immediate effect. Fees already paid in advance for the period after the termination takes effect will be refunded on a pro rata basis.

§ 19 Export Control & Compliance

(1) The Customer represents that it is not listed on relevant sanctions or embargo lists (in particular of the EU or the USA) and that it complies with the export control regulations applicable to it. The Customer undertakes not to use the Platform for transactions that violate such regulations.

(2) The Customer undertakes to comply with all applicable anti-corruption, anti-bribery, and anti-money-laundering regulations. If the Customer materially breaches these obligations, the Provider is entitled to terminate the contract for good cause without notice.

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© GOBERU Solutions UG (haftungsbeschränkt) · Version 1.4 · July 2, 2026