1. These General Terms and Conditions (GTC) apply to the use of the cloud-based Software-as-a-Service applications (hereinafter referred to as the "Apps") provided by detco GmbH (hereinafter referred to as the "Provider").
2. The services are offered exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded.
3. Any conflicting or deviating terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their applicability.
4. These GTC form the general contractual basis for the use of the SaaS Apps offered by the Provider. The specific services, features and prices agreed upon shall be determined by the online ordering process and any service descriptions or supplementary agreements incorporated therein.
1. The Provider makes the App selected by the Customer during the respective ordering process available for cloud-based use via the internet.
2. The Apps may provide, in particular, interfaces, integrations and other cloud-based functionalities. The specific scope of functionality shall be determined by the information provided during the respective ordering process and any service descriptions incorporated therein.
3. The Provider shall only be responsible for the services expressly agreed upon in the respective contract. Individual software development, customisations, additional services or other services shall not form part of the contract unless separately agreed.
4. Use of the Apps may require the Customer to have access to a suitable external system, such as a Property Management System (PMS). The provision and operation of such external systems shall not form part of the contract with the Provider unless expressly agreed otherwise.
1. Orders for Apps shall be placed online via the ordering process provided by the Provider.
2. The ordering process shall display the selected App, the agreed scope of services, any usage limits, prices, billing intervals, any applicable free trial period, as well as the contract term and cancellation conditions.
3. The Customer is obliged to review the information displayed during the ordering process before completing the order. By placing the order, the Customer confirms that they have taken note of the displayed services and prices and agree to these GTC. This includes, in particular, the provisions governing the automatic conversion of a free trial period into a paid subscription, where such a trial period is offered.
4. The Provider presents the contractual terms displayed during the online ordering process as a binding offer to conclude the respective contract. The contract is concluded once the Customer accepts this offer by submitting the binding order through the ordering process provided. A separate confirmation of acceptance by the Provider is not required for the conclusion of the contract.
5. The Provider may electronically document the order details and the time at which the contract is concluded. The creation or transmission of a separate contract document in PDF or Word format, or a separate contract confirmation by email, is not a prerequisite for the conclusion of the contract.
6. The person placing the order confirms that they are authorised to legally represent the Customer or otherwise duly authorised to place the order on the Customer's behalf.
7. The Customer is responsible for appropriately saving or otherwise documenting the contractual information and order details made available during the ordering process.
1. Where offered during the ordering process, the Customer may initially test an App free of charge for a period of 30 days. The start date and end date of the trial period displayed during the ordering process shall be decisive.
2. Upon expiry of the trial period, the contract shall automatically convert into a paid subscription unless the Customer has effectively cancelled the contract no later than the final day of the trial period.
3. Cancellation during the trial period shall prevent the conversion into a paid subscription. In this case, the contract shall end upon expiry of the trial period, unless otherwise agreed during the ordering process.
4. The price applicable after expiry of the trial period, as well as the date on which paid use begins, shall be clearly displayed to the Customer before completion of the order.
5. The Customer shall have no entitlement to repeated free trial periods. The Provider may, at its own discretion, offer or decline additional trial periods.
1. The Provider makes the agreed App available as a cloud-based application via the internet. Local installation by the Customer is generally not required unless expressly stated otherwise for individual functionalities.
2. The Customer is responsible for establishing and maintaining the technical requirements necessary for using the App. These include, in particular, a suitable internet connection and the availability and proper functioning of any connected third-party or PMS systems.
3. Where the App is connected to an external PMS or other third-party providers, its functionality shall also depend on the availability, interfaces and technical conditions of such third-party providers. The Provider has no influence over changes or restrictions implemented by such third parties.
4. The Provider may technically develop, update and modify the Apps, provided that this does not unreasonably impair the essential scope of services contractually agreed.
5. The Provider shall inform the Customer in an appropriate manner of material changes that significantly affect the use of the App, where reasonable and necessary.
1. The Provider shall provide general support for the Apps within the scope of the services offered. The general scope of support shall be uniform across all Apps unless otherwise specified in the ordering process or in a supplementary agreement.
2. Available support channels and any support hours shall be published on the Provider's website or within the respective App.
3. Support shall cover questions regarding the use of the App and technical issues relating to the App provided by the Provider.
4. Support shall not include, in particular, general IT consulting, maintenance of the Customer's IT infrastructure, troubleshooting of external PMS or third-party systems, or services exceeding the agreed scope of functionality.
5. Any different response times, guaranteed resolution times or special service levels shall only apply if expressly agreed separately.
1. The Customer may use the App exclusively for its own business purposes and within the scope of the agreed services.
2. The Customer may not make the App available to third parties for independent use, resell it or otherwise commercially exploit it without the Provider's prior consent, unless expressly permitted under the contract.
3. The Customer is obliged to provide complete and accurate information when placing the order and throughout the contract term, and to notify the Provider promptly of any relevant changes.
4. The Customer shall ensure that it is authorised to use and transmit all data that it or third parties acting on its behalf have processed through the App.
5. The Customer shall take appropriate measures to prevent unauthorised access to its systems and the applications it uses. In particular, the Customer shall protect access credentials and other security-related information against unauthorised access.
6. The Customer shall not use the App improperly, transmit unlawful content or undertake any actions that impair the security, availability or functionality of the App or the Provider's systems.
7. In the event of a material breach of these obligations, the Provider may temporarily restrict or suspend access to the App following prior notification to the Customer, insofar as this is necessary and proportionate to avert a risk, prevent further breaches or comply with legal requirements. In urgent cases, notification may be provided subsequently.
1. The prices displayed to the Customer in the online ordering process at the time of the order shall apply. All prices are exclusive of statutory value-added tax (VAT), where applicable.
2. Billing shall take place monthly in arrears unless otherwise specified during the ordering process.
3. Invoices shall be payable within 14 days of the invoice date, without deduction.
4. The Customer is obliged to provide complete and accurate information required for invoicing and to notify the Provider promptly of any changes.
5. The agreed fees shall generally remain payable even if the Customer does not use the App or only uses it partially, provided that the Provider makes the contractually agreed services available in accordance with the contract and no other agreement applies.
6. Any usage exceeding agreed limits or any additional usage shall only be charged separately if the Customer has expressly approved such additional usage and its costs in advance. Before approval, the applicable pricing basis and, where relevant, the applicable usage limit must be presented in a comprehensible manner.
7. The Customer may only offset claims against claims of the Provider if the Customer's counterclaim is undisputed, has been established by a final court judgment or is ready for adjudication. Statutory rights of the Customer, particularly in the event of defects or counterclaims arising from the same contractual relationship, shall remain unaffected.
1. The Provider shall be entitled to adjust the agreed prices for the future if material cost factors relating to the provision of the App change. These include, in particular, costs for hosting and infrastructure, third-party services, licences, security measures, maintenance, support, and legal or regulatory requirements.
2. A price adjustment may not be made solely for the purpose of increasing profits. Cost reductions affecting the provision of the App must be taken into reasonable consideration when determining prices.
3. The Provider shall inform the Customer of a planned price adjustment in text form at least six weeks before its intended effective date. The notification shall include the previous and new prices, the effective date and a comprehensible explanation of the adjustment.
4. In the event of a price adjustment, the Customer shall be entitled to terminate the affected contract extraordinarily before the price adjustment takes effect. The Provider shall inform the Customer of this right of termination and the applicable deadline in the price adjustment notification.
5. Termination due to a price adjustment shall take effect on the date on which the price adjustment becomes effective, unless the Customer specifies a later termination date.
6. Price adjustments shall not apply retroactively. For an ongoing free trial period, the price displayed during the ordering process for the subsequent paid period shall apply, unless the Customer expressly accepts a different agreement before the end of the trial period.
1. Unless otherwise agreed during the ordering process, the contract shall continue for an indefinite period following expiry of any applicable free trial period.
2. Either party may terminate the contract by giving 15 calendar days' notice to the end of a calendar month. The relevant date shall be the date on which the notice of termination is received by the other party.
3. Termination may be declared in text form, for example by email, or through a cancellation function provided by the Provider, where available. The Provider shall ensure that an App ordered through the online ordering process can generally be cancelled by a reasonable electronic method.
4. The Customer's non-use of a SaaS App, including the absence of access or the failure to use individual functionalities, shall not constitute termination and shall not automatically end the contract. The same applies to the deactivation, disconnection or removal of the App integration from a connected Property Management System (PMS) or any other third-party system. Such measures shall not, in themselves, constitute notice of termination. The contract may only be terminated in accordance with the termination provisions set out in these GTC. The Customer's contractual payment obligations shall remain in force until the contract has been effectively terminated.
5. Where an App is ordered separately, the contract for that App may be terminated independently of contracts for other Apps, unless otherwise agreed during the ordering process.
6. The right of either party to terminate the contract for good cause without notice shall remain unaffected. Good cause shall exist in particular where, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the end of the ordinary notice period.
7. Where extraordinary termination is based on a breach of contractual obligations, the terminating party shall generally first set a reasonable deadline for remedying the breach or issue a warning, unless this is legally unnecessary.
1. The Provider shall endeavour to ensure the highest possible uninterrupted availability of the Apps. A specific minimum level of availability shall only be owed if expressly agreed.
2. Temporary restrictions may arise in particular due to maintenance work, updates, security measures, technical disruptions, force majeure or disruptions affecting third-party systems.
3. Where possible, the Provider shall carry out planned maintenance work at times when a lower level of disruption to use can be expected.
4. The Customer's statutory rights in the event of significant or permanent service disruptions shall remain unaffected.
1. For the duration of the contract, the Provider grants the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the agreed App for the contractual purpose.
2. All rights to the App, its software, user interface, documentation and associated content and materials shall remain with the Provider or the respective rights holders, unless expressly agreed otherwise.
3. The Customer may not reproduce, modify, distribute or make the App accessible to third parties beyond the scope of use permitted under the contract. Mandatory statutory rights shall remain unaffected.
4. The Customer may not reverse engineer, decompile or disassemble the App, except where expressly permitted by mandatory statutory provisions.
5. Rights to data provided by the Customer or on its behalf shall remain with the Customer or the respective rights holders. The Customer grants the Provider the rights necessary to perform the contractually agreed services. Such authorisation shall only apply to the extent necessary and for the duration required for the processing.
1. Where the Provider processes personal data on behalf of the Customer and the legal requirements for data processing on behalf of a controller are met, the required Data Processing Agreement (DPA) shall be incorporated into the contractual arrangements. By confirming these GTC during the online ordering process, the Customer also confirms the incorporation and acceptance of the DPA, provided that the DPA has been made available to the Customer before completion of the order.
2. The Customer is responsible for ensuring that the transmission and processing of personal data provided by the Customer is lawful. This includes, in particular, ensuring the necessary legal bases, information obligations and any required consent from data subjects.
3. The Provider shall implement appropriate technical and organisational measures to protect personal data. Where a DPA has been concluded, the details shall be governed by that agreement.
4. The use of sub-processors and any transfers of personal data to third countries shall be carried out in accordance with applicable legal requirements and any DPA concluded between the parties.
1. The parties undertake to treat confidential information that becomes known to them in connection with the contractual relationship as confidential and to use it solely for the performance of the contract.
2. Confidential information may only be disclosed to employees, advisers and other authorised persons involved in the performance of the contract to the extent necessary for such performance and provided that these persons are bound by confidentiality obligations.
3. The confidentiality obligation shall not apply to information that is publicly known or becomes publicly known without a breach of a confidentiality obligation, was already lawfully known to the receiving party, or must be disclosed due to statutory or official requirements.
4. The confidentiality obligations shall continue to apply after termination of the contract.
1. The Provider shall perform the agreed services with the degree of care customary in commercial transactions.
2. The Customer shall report any recognisable malfunctions or defects promptly and in as much detail as possible. The report should include a description of the problem and, where possible, information regarding when and how it occurred.
3. The Provider shall review reported defects within a reasonable period and, insofar as they fall within the Provider's area of responsibility, remedy them in accordance with statutory provisions.
4. A defect shall not exist to the extent that a disruption is caused exclusively by the Customer's systems, improper use, unsupported technical requirements or external systems over which the Provider has no control.
5. The Customer's statutory warranty rights shall remain unaffected.
1. The Provider shall be liable without limitation for damages resulting from intentional conduct, for damages arising from culpable injury to life, body or health, and in all other cases where a limitation or exclusion of liability is mandatorily prohibited by law. Mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) and liability arising from expressly assumed guarantees shall remain unaffected.
2. In cases of gross negligence, the Provider shall be liable in accordance with statutory provisions insofar as a limitation of liability is not legally permissible in the specific case.
3. In the event of a slightly negligent breach of material contractual obligations, the Provider shall only be liable for compensation for foreseeable damages typical of the contract. Material contractual obligations are those obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may regularly rely.
4. In all other cases, the Provider's liability for damages caused by slight negligence shall be excluded to the extent permitted by law. This shall apply in particular to indirect damages, consequential damages, loss of profit and unrealised savings, insofar as such damages are not recoverable under the preceding provisions.
5. The Provider shall not assume strict liability for defects already existing at the time of conclusion of the contract, insofar as such exclusion of liability is legally permissible.
6. The Provider shall not be liable for disruptions, outages, changes or restrictions affecting external PMS systems, interfaces, telecommunications networks or other third-party services, insofar as the Provider is not responsible for them. Liability for data loss shall, to the extent legally permissible, be limited to the costs of restoring the data that would have been incurred if the Customer had carried out proper and regular data backups.
7. The above limitations of liability shall also apply in favour of the Provider's legal representatives, employees and vicarious agents.
1. Neither party shall be liable for failure to perform or delay in performing its contractual obligations to the extent that such failure or delay results from an event of force majeure that is beyond its reasonable control and whose effects could not have been prevented even with reasonable care.
2. Events of force majeure may include, in particular, natural disasters, war, terrorist acts, official measures, widespread failures of telecommunications or energy supply networks, and comparable unforeseeable events.
3. The affected party shall, where possible, inform the other party promptly of the event and its anticipated effects.
4. If the material impairment caused by force majeure continues for more than 60 days, either party shall be entitled to terminate the affected contract extraordinarily, provided that continuation of the contract is unreasonable. Payment obligations already incurred shall remain unaffected.
1. The Provider may further develop, update and technically modify the Apps within the scope of the contractual agreements. The essential agreed scope of services shall be maintained unless a permissible adjustment under these GTC or a separate agreement applies.
2. Amendments to these GTC shall not become part of the contract merely by being published on the Provider's website.
3. Amendments to the contractual terms shall only take effect if validly agreed between the parties or if there is a legally or contractually valid basis for such amendments.
4. Individual development services, extensions or other adjustments exceeding the agreed scope of services shall require a separate agreement.
1. Upon termination of the contract, the Customer's right to use the respective App shall end.
2. The Customer is responsible for securing or exporting any data required by the Customer in good time before the end of the contract, insofar as corresponding export options are provided.
3. To the extent technically possible and legally permissible, the Provider shall make available to the Customer an option to export data provided by the Customer for a period of 30 days following termination of the contract. This shall not apply where such provision is technically impossible or where statutory or legitimate security reasons prevent it.
4. After expiry of this period, the Provider may delete the relevant data, provided that no statutory retention obligations or other legal reasons prevent deletion.
5. Data contained in backups may be deleted as part of the Provider's usual backup and deletion cycles, insofar as this is permissible under data protection law.
6. Where the Provider processes personal data on behalf of the Customer, the return and deletion of such data shall primarily be governed by the provisions of any DPA concluded between the parties and the applicable data protection regulations.
The Provider may only identify the Customer by name or use the Customer's trademarks, logos or other identifying marks as a reference if the Customer has given prior express consent. Such consent may be revoked with effect for the future.
1. The Customer may only transfer rights and obligations arising from the contractual relationship to third parties with the Provider's prior consent, insofar as legally permissible.
2. The Provider may transfer rights and obligations arising from the contractual relationship to an affiliated company or legal successor in connection with a restructuring, transfer of business or comparable measure, provided that this does not unreasonably impair the legitimate interests of the Customer and all statutory requirements are complied with.
1. The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), insofar as such exclusion is legally permissible.
2. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the courts at the Provider's registered office shall have jurisdiction over all disputes arising out of or in connection with the contractual relationship, insofar as such jurisdiction agreement is legally permissible.
3. Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid or unenforceable provision.
4. Where these GTC require text form, a declaration by email shall generally be sufficient, insofar as legally permissible.
5. The parties are obliged to notify each other promptly of any changes to contact details relevant to the performance of the contract.