General Terms and Conditions

Table of Contents

1. 1. Scope
2. 2. Provider’s Services
3. 3. Changes to Services
4. 4. Conclusion of Contract
5. 5. Grant of Rights by the Provider
6. 6. Grant of Rights by the Customer
7. 7. Customer’s Obligations
8. 8. Content Moderation and Restrictions
9. 9. Fees and Payment Terms
10. 10. Term and Termination
11. 11. Warranty for Defects
12. 12. Liability
13. 13. Indemnification
14. 14. Confidentiality
15. 15. Amendments to the T&Cs
16. 16. Governing Law and Jurisdiction

1) Scope

1.1 These General Terms and Conditions (hereinafter “T&Cs”) of Clarity Solutions GmbH & Co. KG (hereinafter “Provider”) apply to all contracts for the provision of services in the area of Software-as-a-Service (hereinafter “SaaS”) entered into by an entrepreneur (hereinafter “Customer”) with the Provider regarding the services described on the Provider’s website. The subject matter of the contract is the paid, time-limited provision of software (hereinafter “Software”) in digital form over the Internet as well as the provision of storage space on the Provider’s servers. Any conflicting terms of the Customer are hereby excluded, unless otherwise agreed.

1.2 An “entrepreneur” within the meaning of these T&Cs is a natural or legal person or a legally capable partnership that acts in the exercise of its commercial or independent professional activity upon conclusion of a legal transaction.

1.3 Authorities or other public-law institutions are also deemed entrepreneurs within the meaning of these T&Cs if they act exclusively in a private-law capacity when concluding the contract.

1.4 The Software may contain links to third-party services. These T&Cs do not apply to services provided by third parties rather than the Provider. This also applies if such services are offered free of charge and/or if registration with the Provider is required for their use. For these services, only the terms and conditions of the respective third party or the statutory provisions between the Customer and the third party shall apply. The Provider merely facilitates technical access to such services.

2) Provider’s Services

2.1 For the duration of the agreed term, the Provider shall make the Software available to the Customer in digital form over the Internet. To this end, the Provider grants the Customer access to the Software, which remains on the Provider’s servers. The scope of functions and technical specifications of the Software are described in more detail in the service description on the Provider’s website. The Provider’s obligation is limited to providing the Software with the functionalities defined in the service description. In particular, the Provider does not guarantee the establishment or maintenance of the data connection between the Customer’s IT system and the Provider’s servers.

2.2 The Software is updated by the Provider at irregular intervals. Accordingly, the Customer is granted a right to use only the current version of the Software. The Customer has no entitlement to a specific state of the Software.

2.3 The Provider shall allocate a limited amount of storage space on its servers to the Customer for the use of the Software. The extent of the storage space is described in the service description on the Provider’s website.

2.4 The Provider shall perform the aforementioned services with an overall availability of 99.5%.
Availability is calculated based on the time in each calendar month of the contractual period, minus maintenance periods. Wherever possible, the Provider will carry out maintenance during periods of low usage.

2.5 The Provider shall take technical measures appropriate to the state of the art for data backup. However, the Provider does not assume any custodial or safekeeping obligation. The Customer is responsible for adequate data backup.

2.6 The Provider shall make an electronic user manual available to the Customer.

2.7 The Provider offers additional support services. The content and scope of these support services are set out in the service description on the Provider’s website.

3) Changes to Services

3.1 The Provider reserves the right to modify the offered services or to offer alternative services, unless this is unreasonable for the Customer.

3.2 The Provider further reserves the right to modify the offered services or to offer alternative services:

• to comply with changes in the law;
• to comply with a court judgment or authority decision;
• to close security vulnerabilities;
• if the change is merely advantageous to the Customer; or
• if the change is purely technical or procedural without material impact on the Customer.

3.3 Changes that have only an insignificant effect on the Provider’s services do not constitute modifications within the meaning of this clause. This applies, in particular, to purely graphical changes and minor reordering of functions.

4) Conclusion of Contract

4.1 The services described on the Provider’s website do not constitute a binding offer by the Provider but rather an invitation for the Customer to submit a binding offer.

4.2 The Customer may submit an offer using the online order form provided on the Provider’s website. By clicking the button that completes the order process, the Customer submits a legally binding contractual offer for the selected services. Alternatively, the Customer may also submit the offer by e-mail to the Provider.

4.3 The Provider may accept the Customer’s offer within five days by either:

• sending the Customer a written order confirmation or confirmation in text form (fax or e-mail), receipt of which by the Customer is decisive; or
• requesting payment from the Customer after the offer is submitted.

The contract is concluded at the time the first of these actions occurs. The acceptance period commences on the day following the dispatch of the Customer’s offer and expires at the end of the fifth day thereafter. If the Provider does not accept the offer within this period, the offer is deemed rejected and the Customer is released from any obligation.

4.4 When submitting an offer via the online order form, the contract text is saved by the Provider after conclusion of the contract and sent to the Customer in text form (e.g., e-mail, fax, or letter) upon submission of the order. No further access to the contract text is provided.

4.5 Prior to the binding submission of the order via the online form, the Customer can identify input errors by carefully reading the information displayed on the screen. A useful technical aid can be the browser’s zoom function. The Customer may correct inputs using standard keyboard and mouse functions until clicking the button that completes the order.

4.6 The contract may be concluded in the German language.

4.7 Order processing and communication typically occur by e-mail and automated order handling. The Customer must ensure that the e-mail address provided for order processing is correct and capable of receiving e-mails from the Provider. The Customer must also configure any spam filters to allow transmission of all e-mails sent by the Provider or third parties engaged by the Provider for order processing.

5) Grant of Rights by the Provider

The Provider owns all rights necessary to provide the Software. Unless otherwise specified in the service description on the Provider’s website, the Provider grants the Customer a non-exclusive, non-transferable, time-limited right to use the Software for business purposes in accordance with these T&Cs. Any use beyond this is prohibited.

6) Grant of Rights by the Customer

The Provider is entitled to use content and information provided by the Customer for the service that are necessary for proper performance. The Customer grants the Provider, free of charge, non-exclusively and for the duration of the contract, all rights required for this purpose, in particular the right to store and reproduce the data and the right to modify it, and warrants that it has the authority to grant these rights.

7) Customer’s Obligations

7.1 The Customer shall ensure that its hardware and software, including workstations, routers, data communication devices, etc., meet the minimum technical requirements for using the current version of the Software.

7.2 The Customer must protect and securely store the access data provided using state-of-the-art measures and ensure that use is confined to the agreed scope. Any unauthorized access must be reported to the Provider immediately.

7.3 The Customer may not store data on the provided storage space if its use violates applicable law, official orders, third-party rights, or agreements with third parties.

7.4 The content stored by the Customer may be subject to data protection laws. The Customer is solely responsible for ensuring compliance with data protection requirements when processing personal data.

7.5 The Customer shall perform adequate data backups at regular intervals.

7.6 The Customer must scan data and files for viruses or other harmful components before uploading, using state-of-the-art protective measures (e.g., antivirus software).

7.7 The Customer shall ensure that any programs, scripts, or similar components installed by it do not endanger the operation of the Provider’s servers or network or the security and integrity of data stored by other customers.

7.8 If installed programs or scripts endanger or impair the Provider’s server operation, network, or data integrity, the Provider may deactivate or uninstall them. If necessary, the Provider may also suspend Internet access for the affected content. The Provider will notify the Customer immediately of such measures.

8) Content Moderation and Restrictions

8.1 The Provider is not generally obliged to proactively check customer-submitted content for legality or compliance with third-party rights or these T&Cs. Nevertheless, the Provider reserves the right to review content in individual cases and to take measures in accordance with the following provisions if violations are discovered.

8.2 Customers and third parties may report allegedly unlawful content to the Provider using the contact details in the Provider’s imprint (e.g., via e-mail). The Provider may forward such reports to the customer who posted the content. The identity of the reporting party will only be disclosed if absolutely necessary.

8.3 In case of reports or on its own initiative, the Provider will generally conduct human review of the content. Automated technical procedures may be used additionally on a case-by-case basis.

8.4 If the Provider determines that content is unlawful, it may, at its discretion and without prior notice, take one or more of the following actions:

• Issue a warning to the customer;
• Temporarily block or permanently delete the content;
• Temporarily or permanently suspend contractual obligations;
• Terminate the contract (ordinary or extraordinary for cause).

8.5 In selecting measures, the Provider shall consider proportionality and balance the interests of the affected customer against its own interest in uninterrupted, disturbance-free business operations. Factors include:

• The content’s meaning and potential harm;
• The frequency of the customer’s unlawful content;
• The ratio of unlawful to lawful use of services;
• The customer’s intent, if discernible;
• The degree of fault by the customer.

8.6 If a customer frequently submits evidently unfounded reports, the Provider may suspend processing of that customer’s reports after prior warning for an appropriate period.

9) Fees and Payment Terms

9.1 Unless otherwise stated in the service description, fees are net prices plus statutory value added tax.

9.2 Payment methods and terms are specified on the Provider’s website.

9.3 Fees are invoiced at agreed intervals and may be paid by bank transfer to the Provider’s designated account. Unless otherwise indicated, invoices are due immediately.

9.4 Alternatively, fees may be collected by direct debit (SEPA) from the Customer’s account. The Customer grants a revocable SEPA mandate. If a debit is not honored due to insufficient funds or incorrect bank details, or if the Customer unjustifiably objects, the Customer shall bear any fees charged by the bank if responsible.

10) Term and Termination

10.1 The contract is concluded for an indefinite period, but at least for the minimum term specified in the service description. It may be terminated at any time during the minimum term effective at its end, and thereafter with 14 days’ notice.

10.2 The right to extraordinary termination for cause remains unaffected. Cause exists if continuation of the contract is unreasonable for the terminating party considering all circumstances.

10.3 Terminations must be in writing or text form (e.g., e-mail).

10.4 Upon termination, the Customer loses access to its user account, and the Provider’s obligation to store the Customer’s data ceases.

11) Warranty for Defects

11.1 The Customer must notify the Provider of defects, malfunctions, or damage without delay.

11.2 Warranty for minor impairments of usability is excluded.

11.3 Liability under § 536a (1) BGB for defects existing at contract conclusion is excluded.

11.4 The Customer may only terminate for lack of contractually agreed usability if the Provider has been given sufficient opportunity to remedy defects and has failed. A remedy is deemed failed if impossible, refused, unreasonably delayed, or otherwise unreasonable.

12) Liability

12.1 The Provider is liable for damages and expenses under all contractual, quasi-contractual, statutory, and tortious claims as follows:

12.2 The Provider is fully liable under any legal basis:

• For intent or gross negligence;
• For intentional or negligent injury to life, body, or health;
• Under any guarantee promise, unless otherwise agreed;
• Under mandatory liability (e.g., Product Liability Act).

12.3 For negligent breach of essential contractual obligations, liability is limited to foreseeable, typical damages unless unlimited liability applies under clause 12.2. Essential obligations are those whose fulfillment enables proper contract execution and on which the Customer regularly relies.

12.4 Otherwise, liability is excluded.

12.5 The above liability provisions also apply to the Provider’s vicarious agents and legal representatives.

13) Indemnification

The Customer shall indemnify the Provider against all third-party claims arising from content posted by the Customer or other use, including legal costs and attorney’s fees at statutory rates, unless the Customer is not responsible for the infringement. The Customer must promptly provide all information necessary for defense.

14) Confidentiality

The Provider undertakes to keep confidential all non-public information acquired in connection with this contract and not to disclose it to third parties. Confidential information includes information marked confidential or whose confidentiality arises from circumstances, regardless of format. The obligation does not apply if the Provider is required by law or by final authority or court decision to disclose the information.

15) Amendments to the T&Cs

15.1 The Provider reserves the right to amend these T&Cs at any time without cause, unless unreasonable for the Customer. The Provider will notify the Customer in text form in good time. If the Customer does not object within four weeks, the amendments are deemed accepted. The notice will inform the Customer of the right to object and the meaning of the objection period.

15.2 The Provider further reserves the right to amend these T&Cs:

• To comply with legal changes;
• To comply with court judgments or authority decisions;
• Upon introduction of new services requiring description in the T&Cs, unless detrimental to the Customer;
• If the change is advantageous to the Customer;
• If the change is purely technical or procedural without material impact on the Customer.

15.3 The Customer’s right to terminate remains unaffected.

16) Governing Law and Jurisdiction

16.1 All legal relationships between the parties are governed by the law of the Federal Republic of Germany.

16.2 If the Customer is a merchant, public-law entity, or public-law special fund with its registered office in Germany, the exclusive place of jurisdiction for all disputes is the Provider’s registered office. If the Customer’s registered office is outside Germany but the contract or claims relate to its commercial activity, the Provider’s registered office is likewise the exclusive place of jurisdiction. However, the Provider may also bring proceedings at the Customer’s place of business in these cases.