General terms and conditions

Preamble
ContractHero GmbH, Parkstraße 89a, 13086 Berlin, Germany (hereinafter: "ContractHero") operates a web-based administration and management solution for the management of contracts (hereinafter: "Software") under the ContractHero brand. This offer is aimed exclusively at entrepreneurs, not consumers.

The following terms and conditions govern the relationship between ContractHero and the customer in addition to the (digitally) signed order or the online agreed test access.
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1. subject matter of the contract

• These contractual conditions apply to the use of the software as presented on the website by the customer. Insofar as third-party offers are included, this is recognisable to the customer on the website.
• The software is operated by ContractHero as a web-based SaaS or cloud solution. The customer is enabled to use the software via an Internet connection for its own purposes during the term of this contract and to store and process its data. The software is stored and runs on the servers of ContractHero or a service provider commissioned by ContractHero.
• The customer's contractual terms and conditions shall not apply. Counter-confirmations by the customer with reference to his own terms and conditions are expressly rejected.
  

2. conclusion of the contract of use

• ContractHero makes the customer an individual offer. The customer can accept it by signing it via e-signature (FES). The contract of use is concluded upon receipt of the signed order.
• Once the contract has been concluded, the ContractHero customer support team sets up the user account for the customer. The access data will be provided during the individually agreed onboarding appointment. The customer will be informed about the successful setup and will receive all necessary information for using the platform as well as the access data during the first onboarding appointment.
• The access data must be kept secret and may not be made accessible to third parties. The customer is solely responsible for all activities in connection with their user account.
  

3. test access

In deviation from sections 2, 7 and 11, the following applies to test access:

• By registering on the website https://www.contracthero.com/, the customer submits an offer to conclude a contract of use. After registration, the customer will be contacted personally by ContractHero to discuss the provision of the test account. The access data will be provided as part of an individual handover. The contract of use for the test account comes into effect with the successful handover of the access data.
• Test accounts are free of charge.
• The test phase ends automatically after one day. There is no automatic extension to another tariff.

4. nature and scope of the service

• ContractHero shall provide the customer with the latest version of the software for use at the router exit of the data center where the server with the software is located ("transfer point"). The software, the computing power required for its use and the required storage and data processing space are provided by ContractHero. However, ContractHero is not responsible for establishing and maintaining the data connection between the customer's IT systems and the described transfer point.
• ContractHero offers its software in various expansion stages, which can be continuously developed by ContractHero. The scope of use depends on the service booked.
• ContractHero is entitled to make individual functions of the software unavailable for those types of use or to restrict the use that are used by less than 10% of customers.

5. availability of the software / customer service

• ContractHero draws the customer's attention to the fact that restrictions or impairments in the use of the software may arise that are beyond ContractHero's control. This includes, in particular, actions by third parties not acting on behalf of ContractHero, technical conditions of the Internet beyond ContractHero's control and force majeure. The hardware, software and technical infrastructure used by the customer can also have an influence on the usability of the software. Insofar as such circumstances have an influence on the availability or functionality of the software, this does not constitute a breach of duty on the part of ContractHero.
• In order to enable the most efficient troubleshooting possible, the customer must report functional failures, malfunctions or impairments of the software immediately and as precisely as possible by e-mail to support@contracthero.com. If the customer fails to do so, § 536c BGB shall apply accordingly.
• ContractHero is available for customer service and fault reports via chat, e-mail and telephone. Customer service hours are Monday through Friday from 9:00 a.m. to 6:00 p.m., except on public holidays.

6. rights to data processing, data backup, order processing

• ContractHero complies with the legal data protection regulations.
• The customer grants ContractHero the right to reproduce the data to be stored by ContractHero for the customer for the purposes of executing the contract, insofar as this is necessary for the use of the software. ContractHero is also entitled to store the data in a backup system or a separate backup data center. ContractHero is also entitled to make changes to the structure of the data or the data format in order to rectify faults.
• ContractHero sends newsletters to existing customers at irregular intervals. In addition to information about the product and how it can be used more effectively, these newsletters also contain information about new products and changes. Occasionally, new partners, industry information and other news will also be presented.
• ContractHero is constantly developing its product. When introducing new components, ContractHero sometimes uses the business model and behavior of its customers to analyze for whom product innovations are particularly beneficial and targets these customers accordingly.
• The information entered by the customer, such as e-mail address, company name and contact details, is added to ContractHero's database and a welcome e-mail is sent.
• If and to the extent that the customer processes or has personal data processed on IT systems for which ContractHero is technically responsible, the customer must inform its users accordingly. ContractHero provides the customer with all information on the collection, processing and storage of personal data by its systems in the privacy policy https://www.contracthero.com/datenschutzerklaerung-webapp.

7. remuneration

• ContractHero's remuneration consists of a basic fee plus a one-off fee for implementation and onboarding. The prices listed in the signed offer apply.
• ContractHero may change the prices at the end of the respective contract term (initial term or renewal term) by notifying the customer of new prices by e-mail at least three months before the end of the contract term. All prices and discounts are valid exclusively for the agreed initial contract term. New prices shall apply from the start of the renewal term if the customer does not object within one month of receipt of the notification. If the customer objects to the changes to the contract terms, ContractHero reserves the right to terminate the contract by ordinary termination.
• • The following applies in the event of late payment:
  • • All outstanding amounts bear interest at a rate of 1.5% per month.
    • The customer must pay an administration fee of 25 euros for each reminder.
    • ContractHero may suspend access to the platform with immediate effect. Such a suspension does not release the customer from the payment obligation.

8. warranty

• Subject to special provisions in these contractual terms and conditions, the statutory provisions on warranty in rental agreements apply in principle, i.e. Section 536b (knowledge of the tenant of the defect upon conclusion of the contract or acceptance), Section 536c (defects occurring during the rental period; notification of defects by the tenant).
• However, the application of Section 536a (2) (tenant's right to self-remedy) is excluded.
• The application of Section 536a (1) BGB (tenant's claim for damages) is also excluded insofar as the standard provides for strict liability.

9 Liability and compensation

• ContractHero is liable for damages of the customer, which are caused intentionally or by gross negligence, which are the result 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 result of culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act, according to the statutory provisions.
• Cardinal obligations are those contractual obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, and whose breach on the other side jeopardises the achievement of the purpose of the contract.
• In the event of a breach of a cardinal obligation, liability - insofar as the damage is only due to slight negligence - shall be limited to such damage as may typically be expected to occur when using the contractual software.
• In all other respects, liability - on whatever legal grounds - is excluded.
• The customer is advised that the administration of contracts by ContractHero does not replace the customer's legal obligations to keep records. This means that the customer must continue to ensure that his contracts are kept in a suitable form for official purposes.

10. customer data and indemnification against third-party claims

• ContractHero as a technical service provider stores content and data for the customer, which the customer enters, stores and makes available for retrieval when using the software. The customer commits himself to ContractHero not to post any criminal or otherwise illegal content and data, and not to use any programs containing viruses or other malware in connection with the software. In particular he commits himself not to use the software for offering illegal services or goods. The customer is the responsible party with regard to personal data of himself and his users and must therefore always check whether the processing of such data via the use of the software is supported by the corresponding permissions.
• The customer is solely responsible for all content and processed data used by him or his users as well as any legal positions required for this.
• ContractHero takes over certain contents of the imported contracts for summary presentations and evaluations in its database. The content of the database is made available to the customer after transfer for knowledge and review. ContractHero provides the data in a generally readable and editable format. ContractHero does not offer legal advice, therefore the contract contents are not checked for correctness. The customer has to inform ContractHero about any mistakes.
• In this context, the customer undertakes to indemnify ContractHero against any liability and any costs, including potential and actual costs of legal proceedings, if ContractHero is held liable by third parties, including employees of the customer personally, as a result of alleged acts or omissions of the customer. ContractHero will notify the customer of the claim and, to the extent legally possible, give the customer the opportunity to defend against the asserted claim. The customer shall immediately provide ContractHero with all available information about the facts that are the subject of the claim.
• Any further claims for damages by ContractHero remain unaffected.

11 Contract term and termination of the contract

• The contract term and the billing cycle result from the acceptance of ContractHero's offer. For contracts with an annual or longer term, the notice period is 3 months to the end of the contract. If the contract is not terminated before the end of this period, it is automatically extended by the original contract term, but by at least 12 months.
• • Both parties reserve the right to extraordinary termination for good cause without observing a notice period if the legal requirements are met. Either party may terminate the contract with immediate effect if the other party:
  • • commits a material breach of contract (including non-payment of undisputed fees) and fails to remedy the breach within 30 days of written notice; or
    • the provision of the services owed under this contract is not permitted under the export control or embargo laws of the United States, the EU or Germany.
• Declarations of termination must be at least in text form to be effective.
• Upon termination of the contract, ContractHero shall make available for download all data and documents provided by the customer and still in the possession of ContractHero. Further support services for the migration of data are not owed. ContractHero will delete the stored data and documents two months after termination of the contract. The customer has no claim to restoration.

12. confidentiality

• The parties are obliged to keep permanently confidential, not to disclose to third parties, record or otherwise utilize all information about the other party that has become known or becomes known to them in connection with this contract, which is marked as confidential or is recognizable as business secrets due to other circumstances (hereinafter: "confidential information"). This shall not apply if the other party has expressly consented to the disclosure or use in writing or if the information must be disclosed by law, court order or administrative decision.
• • Information is not confidential information within the meaning of this section if it
  • • were already known to the other party without the information being subject to a confidentiality obligation,
    • are generally known or become known without breach of the confidentiality obligations assumed,
    • disclosed to the other party by a third party without breach of a confidentiality obligation.
• The obligations under this Clause 12 shall survive the termination of this Agreement.
• Further details on our confidentiality practices can be found in our privacy policy.

13. transfer of rights and obligations

• The assignment of rights and obligations arising from this contract is only permitted with the prior written consent of ContractHero.
• ContractHero is entitled to entrust third parties with the fulfillment of its obligations under this contract.

14. obligations of the customer

The customer and any third parties involved by him may not under any circumstances:

• pass on access to the contractual software to third parties, sell it or otherwise make it accessible to the services owed under this contract;
• modify the software or create works derived from it;
• obtain or attempt to obtain the source code of the software through reverse engineering;
• access unreleased parts of the software without permission;
• circumvent security measures or configure the services owed under this contract in such a way that charges are avoided or their integrity or security is impaired;
• access the services owed under this contract in order to develop a competing product or service or to copy its functions;
• use the services owed under this contract for illegal purposes or permit their use for illegal purposes;
• use the services owed under this contract to collect, use or disclose data that infringes the rights of third parties.

15. other

• The contract is subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
• The place of jurisdiction is Berlin.
• Should individual provisions of this agreement be invalid, this shall not affect the validity of the remaining provisions. In this case, the parties shall work together to replace ineffective provisions with provisions that correspond as closely as possible to the ineffective provisions.
• ContractHero is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board. Due to the cooperative collaboration with its contractual partners, disagreements only occur in very rare cases, which are processed within the framework of effective customer management.
  
• The German language version alone shall be authoritative for the content of this agreement.
  

16. use for reference and advertising purposes

• By accepting an offer, the customer agrees to the use of his name and logo for reference and advertising purposes of ContractHero GmbH. This includes in particular the naming of the company as a reference customer on the website, in presentations or in other ContractHero marketing materials.
• The customer may object to this use in writing at any time. In this case, ContractHero will discontinue the reference use within a reasonable period of time.