Terms of service

(1) These terms apply to every contract for the use of the hosted Enclessa service between Quavon UG (haftungsbeschränkt) (the “provider”) and the customer.

(2) The service is offered exclusively to businesses within the meaning of § 14 BGB, to legal persons under public law and to special funds under public law. By registering, the customer confirms that it is acting in the exercise of its trade, business or profession.

(3) The customer’s own terms do not become part of the contract, even where the provider does not object to them separately and performs in knowledge of them.

(4) The contract consists, in this order of precedence, of any individual agreement, the service description of the plan booked, the data processing agreement and these terms.

(1) The presentation of the service on the website is not a binding offer. By registering, the customer offers to conclude a contract; the contract is formed when access is enabled or confirmed by email.

(2) The provider stores the contract text. The contract language is German.

(3) The provider may offer a free trial or a permanently free plan. Free services carry no availability commitment, and warranty rights exist only as far as §§ 536a (1), 599 BGB provide; the provider may discontinue them on 30 days’ notice. Liability under § 12 is unaffected in every case.

(1) The provider makes the service available to the customer over the internet and keeps the necessary software operational on its servers. The software itself is not supplied to the customer; German lease law applies to the contract.

(2) The functional scope follows the plan booked and the service description in force at the time of booking.

(3) The service is in open beta and is developed continuously. Features may be added, changed or removed. A change that materially reduces the contractually owed functional scope is announced in text form at least 30 days in advance, and the customer may then terminate for cause with effect from the date the change takes effect.

(4) The point of handover is the router output of the data centre. The customer’s internet connection and end devices are not part of the contract.

(5) Enclessa is otherwise operated on the provider’s own infrastructure. Where a module depends on an outside service instead, it is named below with what follows from it. The list is exhaustive.

(1) For the term of the contract the customer receives a non-exclusive, non-transferable right to use the service within the agreed scope for its own business purposes.

(2) The customer may not make the service available to third parties, whether for a fee or free of charge. Use by the customer’s employees, by affiliated undertakings within the meaning of § 15 AktG and by contractors acting for the customer is permitted, and the customer is answerable for their conduct.

(3) Reverse engineering, decompilation and circumvention of technical protection measures are prohibited except where §§ 69d, 69e UrhG permit them. Automated access is permitted through the documented API within the applicable rate limits.

(1) Each account belongs to one natural person. Shared logins are not permitted.

(2) Billing is per seat. A seat is an active member of the organisation. Bot accounts, guests and deactivated accounts do not count.

(3) The customer keeps credentials safe and confidential and reports any suspicion of misuse without delay. It is responsible for the content it and its users put into the service.

(1) While the service is in beta, no specific availability figure is committed for the standard plans. The provider operates the service according to the state of the art and with the care of a prudent merchant.

(2) Planned maintenance is announced at least 48 hours in advance and carried out outside usual business hours where possible. Urgent security measures may be carried out without notice.

(3) Support is provided in German and English through the contact routes named in the imprint. Response times are committed only where expressly agreed.

(1) Fees follow the price list in force at booking and fall due per seat and billing period in advance. All prices are net and exclusive of statutory VAT.

(2) For customers in other EU member states the reverse charge applies where the customer supplies a valid VAT identification number. For as long as the number cannot be confirmed through the European Commission’s confirmation service (VIES), for instance because it is unavailable, the provider charges German VAT; once the number is confirmed, the provider corrects the invoices issued in the meantime. The customer keeps its tax details current.

(3) Seats added during a billing period are charged pro rata. A reduction takes effect at the start of the next billing period.

(4) Payments are processed through the provider’s payment service provider. Invoices are made available electronically.

(5) If the customer falls into default, the provider issues a reminder in text form. If payment is not made within a further period of 14 days, the provider may suspend access. A suspended organisation remains readable and accepts no changes; data is not deleted. Access is restored without delay once the outstanding amount is settled. Statutory rights, in particular default interest under § 288 (2) BGB, remain unaffected.

(1) Unless otherwise agreed the contract runs for an indefinite period and may be terminated by either party in text form on 30 days’ notice to the end of the billing period.

(2) The right to terminate for cause remains unaffected. Cause exists for the provider in particular where the customer is more than 30 days in default with a not insignificant part of the fee, or where it materially breaches § 5 despite warning.

(3) Termination requires text form; the termination function in the service’s administration is sufficient.

(1) All rights in the content the customer and its users put into the service remain with the customer. The provider receives only the simple rights of use technically necessary to perform the contract, in particular to store, transmit, display and back up.

(2) The provider does not use customer content to train machine-learning models and does not disclose it for that purpose.

(3) Where the provider processes personal data on the customer’s behalf, the data processing agreement applies and forms part of this contract. The customer is responsible for the lawfulness of the data it enters.

(1) Each party keeps the other’s confidential information confidential, uses it only for the purposes of this contract and discloses it only to persons who need it and are themselves bound to confidentiality.

(2) The duty does not apply to information that is publicly known, independently developed, or must be disclosed by law or official order; in the latter case the party under the duty informs the other as far as legally permitted.

(3) The duty survives for three years after the end of the contract.

(1) The provider supplies the service in a condition fit for contractual use and maintains it in that condition during the term. German lease law applies unless provided otherwise below.

(2) Strict liability for defects existing at the time the contract was concluded (§ 536a (1) alt. 1 BGB) is excluded. Liability under § 12 remains unaffected.

(3) The customer reports defects without delay in text form and describes them so that they can be reproduced. A reduction of the fee requires prior notice and a reasonable period to remedy.

(4) Insignificant impairments of usability do not give rise to warranty rights.

(1) The provider is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of any guarantee given, and under the Product Liability Act.

(2) For slightly negligent breach of an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely (a cardinal obligation), liability is limited to the foreseeable damage typical of the contract. That amount corresponds to the fees the customer paid for the service in the twelve months before the damaging event.

(3) Liability for slight negligence is otherwise excluded.

(4) For loss of data the provider is liable only up to the effort that would have been required to restore it had the customer backed up properly and regularly. The customer exports its data at reasonable intervals using the function provided.

(5) The limitations above also apply in favour of the provider’s legal representatives, employees and agents.

Where third parties bring claims against the provider on account of content the customer or its users have entered, the customer indemnifies the provider against those claims and reimburses the costs necessary for legal defence, insofar as it is responsible for the infringement. The provider informs the customer without delay and does not settle or acknowledge a claim without the customer’s consent.

Events of force majeure that make performance materially more difficult or impossible — in particular natural disasters, war, industrial action, failures of upstream suppliers or telecommunications networks for which the provider is not at fault, and official orders — release the provider from its obligation to perform for the duration of the disruption. If the disruption lasts longer than 60 days either party may terminate for cause, and fees paid in advance are refunded pro rata.

(1) The customer can download its data in a machine-readable format during the term and for 30 days after the contract ends.

(2) After that period the provider deletes the customer’s data from the live systems within a further 30 days. Deletion of stored files is retried until the storage confirms it. Backups are not cleaned one by one; they expire with their 30-day cycle, and no later than 31 days after deletion from the live systems no backup contains the data. Until then a backup is used only to recover from an outage, and if one is restored the provider repeats the deletion.

(3) The only exception is data the provider must keep under a statutory duty that binds the provider itself, namely its invoices to the customer and the related payment records (§ 14b UStG, § 147 AO); it is blocked from any other processing and deleted once the period expires. The customer’s own retention duties, for instance under § 147 AO for its accounting records, and retention periods set in the platform do not prevent deletion. The customer meets them by exporting its data within the period in paragraph 1.

(4) On request the provider confirms deletion in text form.

(1) The provider may amend these terms where necessary to reflect a change in the law, in case law or in the scope of the service, provided the customer is not unreasonably disadvantaged.

(2) The amendment is notified in text form at least 30 days before it is to take effect, with the amended provisions highlighted.

(3) If the customer does not object in text form before the amendment takes effect, it is deemed accepted; the notification draws attention to that effect and to the right to object. If the customer objects, either party may terminate with effect from the date the amendment was to take effect, and the previous terms apply until then.

(1) The customer may transfer rights under this contract only with the provider’s prior consent, which may not be withheld without good reason. § 354a HGB remains unaffected.

(2) The customer may set off only against undisputed claims or claims established by final judgment, and may exercise a right of retention only where its counterclaim arises from the same contractual relationship.

(1) Declarations under this contract require text form unless expressly provided otherwise.

(2) German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(3) The exclusive place of jurisdiction for all disputes arising from this contract is Rosenheim, where the customer is a merchant, a legal person under public law or a special fund under public law. The provider may also sue at the customer’s general place of jurisdiction.

(4) Should a provision of these terms be or become invalid, the remaining provisions stay in force and the statutory rule takes the place of the invalid provision.