General Terms & Conditions

Last updated: November 14, 2023

1. Scope of Application and General Provisions
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1.1 These General Terms and Conditions (“GTC”) apply to any services as further specified in Section 1.3 (“Service”) provided by Uify Technologies GmbH with its seat in Oranienburger Str. 84, 10178 Berlin, Germany, registered with the Commercial Register of the local court of Charlottenburg (Amtsgericht Charlottenburg) under HRB 242275 B (“Uify”) and the use of the Services by the customers of Uify (“Customer”). Uify and Customer are each also referred to as a “Party” and together as the “Parties”.

1.2. Services offered by Uify are addressed exclusively to companies or persons that legally qualify as entrepreneurs (Unternehmer) pursuant to Section 14 German Civil Code (Bürgerliches Gesetzbuch - BGB). Customer will use the Software exclusively for its business or commercial or independent professional purposes.

1.3. The focus of the Services is the development and provision of AI-enabled software applications ("Software") to support the Customer's operations with advanced workflow automation. Depending on the Parties’ agreement, the Software is either provided on-premise at the Customer (“On-Premise”) or as software as a service (“SaaS”). The scope of the Services provided is further specified in the service package ordered by the Customer (“Service Package”) or, if applicable, in the separate offer from Uify and may particularly include hosting, implementation, and development services.

1.4. Deviations from these GTC shall only be considered agreed upon if they have expressly been confirmed in writing by Uify. In particular, the mere omission of an objection by Uify against any general terms and conditions of the Customer shall not cause such terms and conditions to be considered as agreed. This shall also apply if Uify performs Services without reservation in the knowledge of conflicting or deviating terms and conditions of the Customer.

1.5. For important reasons, in particular, in the event of changes to statutory provisions, judicial precedents, the Software, or market conditions, Uify may undertake amendments to these GTC and notify the Customer of these amendments. The amended GTC shall be deemed to have been agreed to if the Customer has not objected to the amendment within one month upon receipt of the notification and Uify has explicitly notified the Customer of this consequence. If Customer objects in due time to amendments, Uify has the right to terminate the contractual relationship extraordinarily without notice or to continue the Contract under the unchanged GTC. Regardless of the foregoing, material changes to the scope of the Contractual Service (Umfang der geschuldeten Leistungen) require the express consent of the Customer.

2. Contractual Relationship; Registration and Licence Extension

2.1. A contract for the provision of the Services (“Contract”) may be concluded either by means of the automated sales process accessible via the website of Uify or the platform (“Automated Sales Process”) or by means of an order form which constitutes, in a legally binding manner, the contents of prior individual contract negotiations between the Parties (“Order Form”). In the case of the Automated Sales Process, the order of the Customer by completion of the Automated Sales Process constitutes an offer to conclude the Contract. In this case, the Contract shall only be concluded upon the acceptance of this contract offer by means of the order confirmation issued by Uify by email (“Order Confirmation”). In the case of the Order Form, the Contract shall be concluded only after the Order Form has been signed by both Parties. Regardless of the way of the conclusion of the Contract, these GTC are a legally binding part of the Contract between the Parties and set forth the rules for the use of the Services. These GTC shall also apply to the free use of the Services (use during a free trial period or use of a free Service Package).

2.2. The Contract will be effective as of the date Uify sends the Order Confirmation or as of the date last signed on the Order Form, as the case may be (“Effective Date”).

2.3. Subject to the terms of the Contract, Uify will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user and password for Customer’s Company account. Uify reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Customer is responsible for all activities that occur under its account(s) and for keeping the passwords and log-in information confidential and secure. Customer will notify Uify immediately in text form of any unauthorized use of the account or password, or any other breach of security.

2.4. The contract signatory, if applicable, and any administrative User act towards Uify – each authorized to represent individually – as contact persons for the binding handling of all questions concerning the execution and extension of the Contract. The Customer is entitled to name other contact persons in text form and will name substitutes for cases of absence due to vacation, illness, etc. In case of a change of the designated persons, the Customer will inform Uify immediately in text form.

2.5. The Customer has the option at any time to upgrade his current Service Package booked by him to a more comprehensive Service Package at a charge. Depending on the Service Package, an upgrade is possible either through the Automated Sales Process within the platform or through an Order Form after personal negotiation with Uify. Section 2.1 applies accordingly.

3. IP Rights; License Grants; Restrictions

3.1. Uify grants to Customer a non-exclusive, non-sublicensable, non-transferable, limited right to use the Software for the agreed term set out in the Contract. Customer may use the Software exclusively for its internal use subject to the Contract and any additional terms in the applicable Contract.

3.2. Customer will: (i) permit any third party (including an affiliate or contractor) to use the Software or maintain or operate the Software only on Customer’s behalf; (ii) not use the Software to process the data of any third party; (iii) disassemble, reverse engineer, or reverse compile the Software in whole or in part except to the extent permitted by applicable law; (iv) modify, adapt, alter, or create derivative works from the Software; (v) merge the Software with other software, except to the extent permitted by applicable law; (vi) remove any proprietary notices from the Software.

3.3. Insofar as intellectual property rights or other rights may arise in the applications, charts, tables, or any other work results created by the Customer by means of the Software (“Work Results”), these shall – insofar as this can be influenced with an agreement between the Parties – arise for the Customer or shall be transferred to the Customer in accordance with the provisions of this Contract. Regardless of whether the Work Results are eligible for intellectual property rights, Uify undertakes not to access or in any other way use the Work Results for its own purposes, unless explicitly agreed to by Customer in written form.

4. Availability

4.1. During the Contract period, Uify shall provide the Customer with the Software with an availability of 98.5% (per calendar year) in case of provision as SaaS. This means the availability of the Services at the handover point where the system interfaces with the internet.

4.2. To ensure the high availability of the Software, Uify conducts redundant data storage on spatially separated server structures.

4.3. Periods of unavailability due to scheduled maintenance work on the Software shall not be considered as downtime.

5. Maintenance and Support Services

5.1. Uify will provide the Customer with maintenance and support services during the Contract period without additional remuneration. Depending on the agreed Service Package, maintenance and support services include technical support services where Uify will handle errors or faults that occur in the Service and have been reported to Uify (“Support Services”). An error exists in particular if the Service does not fulfil the functions specified in the Contract or the service description. An error shall not be deemed to exist if the aforementioned malfunctions occur as a result of improper handling of the Software and/or breaches of obligations by the Customer.

5.2. Support Services shall be available in English.

5.3. Unless otherwise specified in the Contract, Support Services shall be available from Monday to Friday from 8 am until 8 pm (CET). This shall not apply on days that are public holidays in Berlin or on 24 and 31 December of each year. Requests received outside of these support hours shall be deemed to have been received during the next working day. All support requests shall be processed as quickly as possible and prioritized according to the following disruption severity levels:

- First severity level: Critical software fault leading to a total failure of the Software.
- Second severity level: The use of the Software is considerably limited, as the main features of the Software are not available.
- Third severity level: Minor faults affecting non-essential features of the Software.

5.4. Support Services shall not include any other services, such as customizing, integration, and/or training.

6. Invoices and Payment

6.1. Invoicing: Fees for the Services will be invoiced by Uify based on the terms laid out in the Contract. Uify may provide invoices to an email address provided by Customer.

6.2. Payment: All payments are due as specified in the Contract and are non-refundable, non-cancellable, and irrevocable except as expressly stated in the Contract. All payments shall be made without recoupment or set-off. Customer will pay all taxes and duties including, but not limited to, sales, use, rental, receipt, personal property, and other taxes (but excluding taxes based upon Uify's income), which may be levied or assessed in connection with the Contract. Unless separately agreed otherwise, any fees shall be charged monthly or yearly in advance, depending on the chosen Service Plan. For invoices sent separately, the payment term is fourteen (14) days net from the date of the invoice. If any payment due under the Contract is not paid in accordance with the terms of the Contract, then interest shall be payable and recoverable as debt on all outstanding amounts pursuant to Sections 288, 247 German Civil Code (BGB). Uify reserves the right to suspend the provision of the Service due to any payments that remain unpaid after fourteen (14) days from the payment date of the invoice until such due amounts have been paid in full.

6.3. Payment Methods: Uify offers payment by credit card or other direct payment services as offered by Uify from time to time and if not agreed otherwise by the Parties. During the automated sales process or the individual contract negotiations between the Parties, Customer provides Uify with sufficient and valid information, required to carry out the selected payment method. Uify is authorized to verify the information immediately upon receiving it and subsequently debit Customer’s account for all fees and charges due and payable under the Contract.Customer agrees that Uify may take all necessary steps to collect these fees and charges and that Customer shall be responsible for all costs and expenses incurred in connection with such necessary collection efforts, including but not limited to collection fees, costs incurred due to the revocation of the credit card charges, if Uify is unable to collect fees due under the Contract from Customer’s account. In addition, Uify may charge interest on any unpaid amounts due and payable to the maximum amount permitted by law.

6.4. Notification of Changes: Customer agrees to immediately notify Uify of any change in its billing address or in the information used for the selected payment method. Uify reserves the right at any time to change its billing methods by email delivery to Customer.

7. Restrictions and Responsibilities

7.1. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the Contract, these GTC as amended from time to time, any other Uify policies then in effect and disclosed to Customer as well as all applicable laws and regulations. Although Uify has no obligation to monitor Customer’s use of the Services, Uify may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. In addition, Customer represents, covenants, and warrants that Users will use the Services according to the aforementioned standards and that Users fulfil all obligations imposed on them by the General Terms of Use. Customer will implement all structural processes to monitor the use of the Software by Users and a system to report any breaches of these obligations to Uify.

7.2. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account which do not take place on Uify’s side or the Equipment with or without Customer’s knowledge or consent.

8. Confidentiality; Proprietary Rights

8.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Uify includes non-public information regarding features, functionality, and performance of the Service. Confidential Information of the Customer includes all information that the Customer processes by means of the Software as well as all Work Results. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted in the Contract) or divulge to any third person any such Confidential Information during the term of the Contract and for three (3) years after the end of the Contract. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can prove (a) is or becomes generally available to the public, or (b) was in its possession or known by it, prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed based on statutory obligations on the order of a court or authority.

8.2. Any disclosure of Confidential Information to third Parties shall require the express written approval of the other Party, unless otherwise expressly agreed.

8.3. The Parties shall ensure through suitable contractual arrangements that the employees and contractors working for them shall also, without temporal restriction, refrain from individual use or disclosure of confidential information. The Parties shall only disclose to users, employees, or contractors Confidential Information to the extent such employees or contractors need to know the information for the fulfillment of the Contract.

8.4. Notwithstanding anything to the contrary, in particular the confidentiality obligation under Section 8 Uify shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, but not limited to information concerning customer data and data derived therefrom), and Uify will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Uify offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business.

9. Term and Termination

9.1. Unless otherwise agreed in the Order Form, the term of the Contract shall be as follows: For Contracts with a monthly plan, the term of the Contract shall be at least one (1) full month to the end of the calendar month and shall be extended by one (1) month at a time unless the Contract is terminated with two weeks' notice to the end of the calendar month. For Contracts with an annual plan, the term of the Contract shall be at least one (1) full year to the end of the calendar month and shall be extended by one (1) year at a time unless the Contract is terminated with four weeks' notice to the end of the calendar month.

9.2. Terminations must be made by a declaration in text form.

9.3. A breach of any term of the Contract will be considered a default. Parties immediately inform the respective other Party by written notice of any breach of duty of which they become aware. Uify may terminate the Contract by written notice if Customer (i) fails to cure any default of the Contract no later than seven (7) days after receipt of written notice from Uify of such default. Upon any termination of the Contract, all amounts owed to Uify under the Contract are immediately due and payable, all license rights immediately cease to exist, and Customer will discontinue all use of the Software. In the event the Software is provided on-premise, Customer will delete the Software and all copies and related materials no later than 10 days after the date of termination (and, upon request, certify such destruction to Uify). The provisions of this Section and Sections 3, 8, 12, 13, 1416.4, 16.4, and 16.5 will remain in full force and effect, notwithstanding any termination or expiration of the Contract.

10. Responsibilities of the Customer; Excessive Use

10.1. The Customer warrants that the information provided during registration and contract conclusion, in particular such information relating to the entrepreneurial status and the company itself, is accurate and that the Services are used exclusively by users from its organization.

10.2. The Customer undertakes to ensure that suitable security precautions are taken to prevent access to the Services from being used by unauthorized persons. Such security precautions include, in particular, using a secure password.

10.3. The Customer undertakes to provide comprehensive training in the use of the Services to all Users. For this purpose, the customer shall in particular use all information and documents provided by Uify for this purpose.

10.4. The Customer may only include data, text, images, and other content in the use of the Services that he is authorized to use and that does not violate applicable law or the rights of third parties. Uify is entitled to block content used with the Services by the Customer if there is a reasonable suspicion that this content is illegal, violates these GTC, or infringes the rights of third parties.

10.5. Customer's use of the Software is subject to the Contract, including any applicable usage metrics and corresponding volume(s) specified in the Contract. Additional fees will apply for any use of the Services by Customer, its legal representatives or agents, or a User in excess of this scope. This applies in particular to any use of a Seat by more than one person. The fees will accrue from the date of commencement of the excessive use. Customer will enter into an additional agreement to document subscriptions for additional usage metrics and their scope. Even without such additional agreement, Uify may invoice and Customer will pay for excessive use based on applicable pricing in the Contract.

11. Warranty and Disclaimer of Warranty

11.1. Uify shall use reasonable efforts in accordance with applicable industry standards to maintain the Services in a manner that minimizes errors and disruptions to the Services and shall provide any implementation services in a professional and competent manner. The Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance by Uify or third-party providers or other causes beyond Uify's reasonable control, but Uify will use reasonable efforts to provide advance written or email notice of any scheduled interruption of the Services.

11.2. In the event of only an insignificant reduction in the suitability of the Services for use in accordance with the Contract, Customer shall have no claims due to defects. The strict liability due to defects already existing at the time of the conclusion of the contract is excluded.

12. IPR Indemnity

12.1. Indemnity: Uify will indemnify Customer from any legitimate third-party action against Customer to the extent proximately based upon an allegation that the licensed use of the Software infringes any third party’s intellectual property right, and pay those damages or costs (including reasonable attorneys’ fees) incurred by Customer related to the settlement of such action or awarded against Customer, provided that Customer: (i) promptly notifies Uify of any such action; (ii) gives Uify full authority, information, and assistance to defend such claim; and (iii) gives Uify sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim.

12.2. Exceptions: Uify will have no indemnity obligation nor other liability under the Contract to the extent the claim is based upon: (i) Software that was modified by anyone other than Uify or other the appointed by Uify; (ii) use of other than the then-current release of the Software, if the infringement could have been avoided by use of the then-current release and such release was made available to Customer in a reasonable manner; or (iii) use of the Software in conjunction with other software, hardware or Customer data, insofar as such use gave rise to the infringement claim.

12.3. Remedy: If Uify determines that the Software is likely to be the subject of a claim of infringement, Uify may, in its sole discretion: (i) replace or modify the Software; (ii) procure the right for Customer to continue using the Software; or (iii)terminate the license to the Software and refund to Customer a pro-rated portion of the applicable unused subscription fees. This section ‘IPR Indemnity’ states Uify’s exclusive liability and Customer’s exclusive remedy regarding any claim of intellectual property infringement by the Software or any materials or services provided under the Contract.

13. Limitation of Liability

13.1. Uify shall be liable to the Customer

- for damages caused by him as well as his legal representatives or vicarious agents intentionally or through gross negligence,
- according to the product liability law and
- for damages resulting from injury to life, body or health for which Uify, its legal representatives, or vicarious agents are responsible.

13.2. Uify shall not be liable in the event of slight negligence, except to the extent that it has breached a material contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract or the breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which the Customer may regularly rely (Kardinalspflicht). In the case of damage to property and financial loss, this liability shall be limited to the foreseeable damage typical of the contract. This also applies to lost profits and savings. Liability for other consequential damages is excluded.

13.3. Uify shall only be liable for damages under a guarantee if this was expressly assumed in the guarantee. In the event of slight negligence, this liability shall be subject to the limitations set forth in Section 13.2.

13.4 Any contributory negligence on the part of the Customer shall be taken into account. In particular, Uify shall only be liable for the retrieval of Customer’s data insofar as the Customer has taken all necessary and reasonable data backup precautions and has ensured that the data can be reconstructed with reasonable effort from data material held in machine-readable form.

13.5. This liability arrangement is conclusive. It shall apply with respect to all damage compensation claims, irrespective of their legal ground, particularly also with respect to pre-contractual claims or collateral contractual claims. This liability arrangement shall also apply in favor of legal representatives and agents of Uify if claims are asserted directly against them.

13.6. The Customer is obliged to immediately notify any damage pursuant to the above liability provisions to Uify in text form or to have such damage documented by Uify, so that Uify is informed as early as possible and can possibly still mitigate the damage together with the Customer.

14. Limitation of Claims

14.1. Claims of the Customer based on the breach of any duty not consisting of a defect become time-barred, except in the event of intention or gross negligence, within one (1) year from the beginning of the limitation period. This shall not apply if the damage in question incurred by the Customer consists of personal injury. Claims for personal injury become time-barred within the statutory limitation period.

14.2. Any rescission of contract or reduction of payments shall be invalid if the claim to performance or subsequent performance of the Customer has become time-barred.

15. Miscellaneous

15.1. Assignment: Customer may not assign, transfer, delegate, or sublicense any of Customer’s rights or obligations under the Contract without Uify’s prior written consent. Any assignment, transfer, delegation, or grant of sublicense without Uify’s consent is null and void. Uify may transfer and assign any of its rights and obligations under the Contract without consent.

15.2. Data Protection: The obligations of the Parties in connection with the processing of personal data according to Art. 4 No. 1 of the General Data Protection Regulation (GDPR), are set out in our Privacy Notice ("Privacy Notice"). In the event of any inconsistency between the Privacy Notice and these GTC or any other contractual agreement between the Parties in this regard, the provisions of the Privacy Notice shall prevail.

15.3. Force Majeure: Neither Party is liable for failing to perform an obligation under the Contract if such failure is due to any case of Force Majeure. Force Majeure is an external event caused by elementary forces of nature, pandemics, endemics, or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means, even by the utmost care reasonably to be expected in the circumstances, and cannot be accepted because of its frequency.

15.4. Governing Law: The Contract is governed by the laws of Germany without giving effect to its conflicts-of-laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.5. Jurisdiction: The exclusive place of jurisdiction for all claims arising from the Contract is Berlin, Germany.