Terms of Service

Last updated: January 2025

1. Scope and Provider

1.1 Scope of Application

These Terms of Service govern all contracts between

— hereinafter referred to as "Provider" — and the Customer for the provision of automation services.

1.2 Business Customers Only

The Provider's services are exclusively offered to businesses (B2B). A business customer is a natural or legal person or a partnership with legal capacity that acts in the exercise of their commercial or independent professional activity when concluding a legal transaction.

1.3 Deviating Terms

Any deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.

2. Description of Services

2.1 Scope of Services

The Provider offers automation services for business processes. This includes in particular:

• Analysis of existing business processes
• Conception and development of automation solutions
• Implementation and integration of workflow automations
• Ongoing maintenance and adjustment of automations
• Support and consulting

2.2 Individual Agreements

The specific scope of services is determined by the respective offer or service description provided to the Customer before contract conclusion.

2.3 Technical Requirements

The Customer ensures that the technical requirements and access necessary for the provision of services (e.g., API keys, system access) are provided.

3. Contract Formation

3.1 Offer and Acceptance

The presentation of services on the website does not constitute a legally binding offer. The contract is concluded through:

1. Customer inquiry via contact form or email
2. Individual offer from the Provider
3. Acceptance of the offer by the Customer (in writing or by email)

3.2 Text Form

Contracts require text form to be valid (email is sufficient).

4. Prices and Payment Terms

4.1 Prices

The monthly base fee starts at €500.00 net plus applicable VAT. The specific price is defined in the respective offer.

4.2 Payment Method

Payment is made by credit card or direct debit via the payment service provider Stripe. The Customer provides the appropriate authorization.

4.3 Due Date

Monthly fees are due in advance on the first of each month. One-time services are due upon completion.

4.4 Late Payment

In case of late payment, the Provider is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate. The right to claim further damages remains reserved.

4.5 Price Adjustments

Price adjustments will be communicated to the Customer in writing at least 30 days before taking effect. In this case, the Customer has a special right of termination as of the date the price adjustment takes effect.

5. Contract Term and Termination

5.1 Term

The contract is concluded for an indefinite period. There is no minimum contract term.

5.2 Ordinary Termination

Either party may terminate the contract at any time with 30 days' notice to the end of the month. Termination must be in text form.

5.3 Extraordinary Termination

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular when:

• The Customer is in arrears with payment of at least two monthly amounts
• The Customer repeatedly violates essential contractual obligations despite warning
• Insolvency proceedings are opened against the assets of a party or opening is rejected due to lack of assets

5.4 Consequences of Termination

Upon termination of the contract, the automations set up for the Customer will be deactivated. Upon request, the Customer will receive documentation of the created workflows.

6. Customer Obligations

The Customer is obligated to:

• Provide all information and access necessary for service delivery in a timely manner
• Designate contact persons authorized to make decisions on project-related matters
• Conduct acceptances and approvals promptly
• Inform the Provider about relevant changes in their business processes

Delays resulting from a breach of these obligations shall not be attributable to the Provider.

7. Warranty

7.1 Defect Notification

The Customer must notify defects in writing immediately upon discovery. The notification must contain a description of the defect.

7.2 Remediation

In case of justified defect notifications, the Provider will, at its option, either remedy the defect or provide defect-free service (subsequent performance).

7.3 Warranty Exclusions

The warranty is excluded for defects caused by:

• Improper use by the Customer
• Modifications to the automations by the Customer or third parties without the Provider's consent
• Errors in third-party systems (e.g., APIs) over which the Provider has no control

7.4 Limitation Period

Warranty claims shall become time-barred one year after acceptance of the respective service.

8. Liability

8.1 Unlimited Liability

The Provider is liable without limitation for damages arising from injury to life, body, or health, as well as for damages based on intent or gross negligence.

8.2 Liability for Slight Negligence

In cases of slight negligence, the Provider is only liable for breach of essential contractual obligations (cardinal obligations). In this case, liability is limited to the typical, foreseeable damage, but not exceeding three times the annual contract value.

8.3 Liability for Indirect Damages

Liability for indirect damages, particularly lost profits, is excluded to the extent permitted by law.

8.4 Data Loss

For data loss, the Provider is only liable within the scope of the above provisions and only to the extent that the damage would have occurred even with regular data backup by the Customer.

8.5 Liability for Third-Party Services

The Provider is not liable for the availability, functionality, or security of third-party services (e.g., APIs, cloud services) used in the automations.

9. Confidentiality and Data Protection

9.1 Confidentiality

Both parties undertake to keep confidential all confidential information of the other party obtained in the course of cooperation and not to disclose it to third parties without prior written consent.

9.2 Data Protection

The Provider processes the Customer's personal data in accordance with applicable data protection laws, in particular the GDPR. Details are regulated in the Privacy Policy.

9.3 Data Processing Agreement

If the Provider processes personal data on behalf of the Customer as part of service delivery, a separate Data Processing Agreement pursuant to Art. 28 GDPR will be concluded.

10. Usage Rights and Intellectual Property

10.1 Usage Rights

The Customer receives a simple, non-transferable right of use to the automations created for them for the duration of the contract.

10.2 Provider's Property

Methods, know-how, frameworks, and general concepts that the Provider develops or uses in the course of service delivery remain the property of the Provider.

10.3 Rights After Contract End

After termination of the contract, a complete transfer of usage rights to the created workflows may be offered to the Customer upon request for a separate fee.

11. Force Majeure

Neither party shall be liable for non-performance of its obligations to the extent such non-performance is due to circumstances beyond its reasonable control (force majeure), including but not limited to natural disasters, war, terrorism, pandemics, governmental measures, or failures of third-party services.

12. Final Provisions

12.1 Applicable Law

German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

12.2 Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is [Insert City], provided the Customer is a merchant, legal entity under public law, or special fund under public law.

12.3 Written Form

Amendments and supplements to this contract require text form. This also applies to an amendment to this clause.

12.4 Severability

Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.

12.5 Dispute Resolution

The European Commission provides a platform for online dispute resolution (ODR): ec.europa.eu/consumers/odr. As we exclusively offer B2B services, we are not obligated to participate in dispute resolution proceedings before a consumer arbitration board.