Version 1.1

1. Subject matter of contract

1.1 These terms of service apply to the use of the software "Prioneer.io" and the functions, websites and services of the Provider offered within the scope of the software "Prioneer.io", irrespective of the domain or the device on which the software is executed (hereinafter referred to as the "Software").
1.2 Provider is  impactperfect GmbH, Kolonnenstraße 8, 10827 Berlin, Germany, Commercial register: Amtsgericht Berlin HRB 255889 B, (hereinafter referred to as the "Provider")
1.3 These terms apply to business persons (§ 14 BGB, German Civil Code). The services of the Provider are aimed exclusively at business persons. The "Customer" is the business person or the legal entity concluding the contract - who uses the software, website, or offered services - or the legal successor of such a legal entity. The term Customer refers to a user who accesses free features of the software, website, or associated services, as well as a user who makes use of paid features and services.
1.4 The Software is operated by the Provider as a SaaS or cloud solution. The Customer is enabled to use the software stored and running on the servers of the Provider or a service provider commissioned by the Provider via an Internet connection for its own purposes during the term of this Agreement and to store and process its data with its help.
1.5 These contractual terms of service shall apply exclusively. Contractual terms of service of the Customer shall not apply. Counter-confirmations of the Customer with reference to his own terms of service are expressly rejected.

2. Type and scope of the service

The Provider shall make the Software available to the Customer for use in the respective agreed version at the router exit of the data center in which the server with the Software is located ("Handover Point"). The software, the computing power required for use and the required storage and data processing space shall be provided by the Provider. The Provider shall not be responsible for establishing and maintaining the data connection between the Customer's IT systems and the described handover point.

3. Availability of the Software

3.1 The Provider draws the Customer's attention to the fact that restrictions or impairments of the services provided may occur that are beyond the Provider's control. This includes, in particular, actions of third parties not acting on behalf of the Provider, technical conditions of the Internet that cannot be influenced by the Provider, and force majeure. The hardware and software and technical infrastructure used by the Customer can also have an influence on the services of the provider. Insofar as such circumstances have an influence on the availability or functionality of the service provided by the Provider, this shall have no effect on the contractual conformity of the services provided.
3.2 The Provider may carry out maintenance, security or capacity work, which may result in restrictions or impairments of the services provided. Insofar as such work has an influence on the availability or functionality of the service provided by the Provider, this shall have no effect on the contractual conformity of the services provided.
3.3 The Customer is obliged to notify the Provider immediately and as precisely as possible of any functional failures, malfunctions or impairments of the software.

4. Data Usage and Processing Rights, Data Backup

4.1 The Provider shall comply with the statutory data protection provisions.
4.2 The Customer grants the Provider the right, for the purposes of executing the contract, to reproduce the data to be stored by the Provider for the Customer, insofar as this is necessary to provide the services owed under this contract. This includes content (e.g. texts, graphics, trademarks and other content protected by copyright or trademark law) that is uploaded or entered into the services of the Provider. This includes, in particular, the right to make the content accessible to other users within the terms of this agreement, if necessary. The Customer guarantees and bears responsibility that he owns all necessary rights to the uploaded content provided in order to grant all corresponding rights to the Provider. The Provider shall also be entitled to keep the data in a failover system or separate failover computer center. In order to eliminate malfunctions, the Provider shall furthermore be entitled to make changes to the structure of the data or the data format.
4.3 The Provider shall regularly back up the Customer's data on the server for which the Provider is responsible to an external backup server. The Customer may, as far as technically possible, excerpt this data at any time for backup purposes and shall be obliged to do so at regular customary intervals.
4.4 If and to the extent that the Customer processes or has processed personal data on IT systems for which the Provider is technically responsible, an order data processing agreement shall be concluded.

5. Support

5.1 There is no fundamental entitlement to support services. The entitlement to and scope of support services shall depend on the tariff booked by the Customer. There is no entitlement to support services in the case of a free membership.
5.2 A support case exists if the software does not fulfill the contractual functions according to the product description (respective tariff). If the Customer reports a support case, it shall provide as detailed a description as possible of the respective malfunction in order to enable the most efficient troubleshooting possible.
5.3 The parties may enter into a separate agreement on the provision of support, maintenance and servicing services.

6. Remuneration

6.1 The payment period and the amount of the remuneration as well as the method of payment shall depend on the tariff booked by the Customer and shall be communicated to the Customer prior to the conclusion of the agreement.
6.2 All remuneration is generally due in advance for the respective billing period. Invoices are generally due after two weeks. If the Customer delays the payment of a due remuneration by more than four weeks, the Provider shall be entitled to block access to the software after prior reminder with setting of a deadline and expiry of the deadline. The Provider's claim to remuneration shall remain unaffected by the blocking. Access to the software will be reactivated immediately after payment of the arrears. The right to block access shall also exist as a mitigating measure if the Provider has a right to extraordinary termination pursuant to Section 11.2.
6.3 After expiry of the initial term, the Provider may adjust the prices as well as the rates for an agreed remuneration according to the general price development. If the fee increase is more than 5%, the customer may terminate the contractual relationship at the end of the current contractual month.
6.3 After expiry of the initial term, the Provider may adjust the prices as well as the rates for an agreed remuneration according to the general price development. If the fee increase is more than 5%, the customer may terminate the contractual relationship at the end of the current contractual month.
6.4 The remuneration for other services shall be based on the respective service description.

7. Cooperation obligations of the customer

7.1 The Customer shall support the Provider in the provision of the contractual services to a reasonable extent.
7.2 The Customer shall be responsible for the proper and regular backup of its data. This shall also apply to documents provided to the Provider in the course of the performance of the contract.
7.3 For the use of the software, the system requirements resulting from the product description must be met by the customer. The Customer itself shall bear the responsibility for this.
7.4 The Customer shall keep the access data provided to it secret and ensure that any employees to whom access data is provided do likewise. The service of the Provider may not be made available to third parties, unless this has been expressly agreed by the parties.

8. Warranty

In principle, the statutory provisions on warranty apply. The §§ 536b (knowledge of the tenant of the defect at the conclusion of the contract or acceptance), 536c (defects occurring during the rental period; notice of defects by the tenant) BGB apply. However, the application of § 536a para. 2 (Tenant's right of self-remedy) is excluded. The application of Section 536a (1) of the German Civil Code (lessor's liability for damages) is also excluded insofar as the standard provides for strict liability. There are no claims for defects in case of insignificant deviation from the agreed or assumed condition of the software, or in case of insignificant malfunctions, limitations and impairments of the software that do not prevent the purpose of the contract; the Provider assumes no liability and no warranty for such circumstances.

9. Liability and Compensation

9.1 The Provider shall be liable for damages of the Customer caused intentionally or by gross negligence, which are the consequence of the non-existence of a guaranteed quality, which are based on a culpable violation of essential contractual obligations (so-called cardinal obligations), which are the consequence of culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act, in accordance with the statutory provisions.
9.2 Cardinal obligations are such contractual obligations, the fulfillment of which enable the proper execution of the contract in the first place and the observance of which the contractual partner may regularly rely on, and the violation of which endangers the achievement of the purpose of the contract on the other side.
9.3 In the event of a breach of a cardinal obligation, liability - insofar as the damage is merely due to slight negligence - shall be limited to such damage as may typically be expected to occur when using the contractual software.
9.4 In all other respects, liability - irrespective of the legal grounds - shall be excluded.
9.5 If damage to the Customer results from the loss of data, the Provider shall not be liable for such damage if the damage could have been avoided by the Customer making a regular and complete backup of all relevant data. The Customer shall perform a regular and complete data backup itself or have it performed by a third party and shall be solely responsible for this.

10. Customer Data and Indemnification from Third Party Claims

10.1 As a technical service provider, the Provider stores content and data for the Customer, which the Customer enters and stores when using the Software and makes available for retrieval. The Customer undertakes vis-à-vis the Provider not to enter any content and data that is punishable by law or otherwise illegal in absolute terms or in relation to individual third parties or could be viewed as hostile, racist, violent, or discriminatory, and not to use any programs containing viruses or other malware in connection with the Software. The Customer shall remain the responsible party with regard to personal data and shall therefore always check whether the processing of such data via the use of the Software is covered by the relevant permissions.
10.2 The Customer shall be solely responsible for all content and processed data used by it and for any legal positions required for this. The Provider shall not take any notice of the Customer's content and shall generally not check the content used by the Customer with the Software.
10.3 In this context, the Customer undertakes to indemnify the Provider against any liability and any costs, including possible and actual costs of legal proceedings, if a claim is made against the Provider by third parties, including employees of the Customer personally, as a result of alleged acts or omissions of the Customer. The Provider shall notify the Customer of the claim and, to the extent legally possible, give the Customer the opportunity to defend the asserted claim. At the same time, the Customer shall immediately provide the Provider with all information available to it regarding the facts that are the subject of the claim.
10.4 Any further claims for damages of the Provider shall remain unaffected.

11. Contract term and termination of the contract

11.1 Term of contract for free membership: Both parties may terminate the free membership at any time without giving reasons.
Contractual term for paid membership: The initial term corresponds to the minimum usage period booked by the Customer. The membership is automatically renewed for the same period if it is not terminated in writing by one of the parties no later than one day before its end. The right to extraordinary termination pursuant to Section 11.2 shall remain unaffected.
11.2 Both parties reserve the right to extraordinary termination for good cause if the legal requirements are met. Good cause for the Provider shall be deemed to exist in particular if the Customer is more than two months in arrears with the payment of a due remuneration despite a reminder. If the Customer is responsible for the reason for termination, the Customer shall be obligated to pay the Provider the agreed remuneration less any expenses saved by the Provider until the date on which the contract would end at the earliest in the event of ordinary termination.
11.3 Notices of termination must be in text form to be effective. Compliance with this form is a prerequisite for the effectiveness of the termination.
11.4 After termination of the Agreement, the Provider shall return to the Customer all documents provided by the Customer and still in the possession of the Provider as well as data carriers related to the present Agreement and delete the data stored by the Provider, unless there are retention obligations or rights.

12. Confidentiality

12.1 The parties are obliged to keep permanently secret, not to disclose to third parties, record or otherwise use all information about the respective other party which has become known or is becoming known to them in connection with this Agreement if the information is marked as confidential or is identifiable as business and trade secrets on the basis of other circumstances (hereinafter: "Confidential Information"), unless the respective other party has expressly consented in writing to the disclosure or use or the information is required to be disclosed by law, court decision or administrative decision.
12.2 The information shall not be confidential information within the meaning of this Clause 12 if it was already previously known to the other party without the information being subject to a confidentiality obligation, is generally known or becomes known without a breach of the assumed confidentiality obligations, is disclosed to the other party by a third party without a breach of a confidentiality obligation.
12.3 The obligations under this clause 12 shall survive the termination of this Agreement.

13. Customer References

The Customer agrees that the Provider may communicate the Customers name (or company, company logo, or trademarks) as a user of the provided services on the website of the Provider and in marketing communications. The Customer grants hereby a non-exclusive and royalty-free license to use and reproduce the Customers name, company logos, and trademarks on the Providers website or in media that is used or will be used in the future for any promotional or marketing purposes (newsletter, website, blog, social networks, conferences, press...). Both the Provider and the Customer agree not to make any public statements that could significantly disparage either party.

14. Feedback

If the Customer suggests ideas or provides feedback about the Providers Services to the Provider, the Provider is free to use the feedback and suggestions at its own discretion. This includes disclosing, reproducing, licensing or otherwise distributing the feedback.

15. Assignment of rights and obligations

The assignment of rights and obligations under this Agreement shall be permitted only with the Provider's prior written consent. The Provider is entitled to entrust third parties with the fulfillment of the obligations under this Agreement.

16. Other

16.1 All legally binding declarations must at least be made in text form or must be made via the software, unless another form has been agreed or is required by law.
16.2 The Provider is entitled to change these terms of the contract at any time without mentioning reasons for doing so. Notice of changes of the terms will be communicated to the Customer via email in a timely manner. New terms shall be deemed as approved by the Customer if he does not object to the new terms in writing within 14 days after notification. Further, the Customer receives an extraordinary right to terminate the agreement with the provider. The Customer will be informed of his right to object and the objection deadline in the respective notice of change.
16.3 The contract shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction shall be the registered office of the Provider, insofar as the Customer is a merchant, a legal entity under public law or a special fund under public law.
16.4 Should individual provisions of this Agreement be invalid, this shall not affect the validity of the remaining provisions. In this case, the parties shall cooperate in order to replace invalid provisions by such provisions which correspond to the invalid provisions as far as possible.

Based on Contract Terms SaaS and Cloud Software by OSB Alliance e.V., Version 1/2015. Modifications: according to service modalities, e.g. remuneration, liability or customer obligations, and translation. Usage in accordance with CC BY 3.0 DE

Archived versions: Terms for customers who started on 08.10.2022 or earlier (V1.0)