1.1. All services of Sooro GmbH, Am Damm 4, 01917 Kamenz, Germany (hereinafter also referred to as “Sooro”, "we", "us", "our") are provided exclusively on the basis of these general terms and conditions of business (hereinafter also referred to as “Agreement”).
1.2. The Agreement is between Sooro and you or the entity you represent (hereinafter also referred to as “you” or “your”).
1.3. Our services are directed exclusively at business customers within the meaning of § 14 BGB (German Civil Code).
1.4. We do not acknowledge any different terms and conditions from you unless we have explicitly agreed to them in writing. Our agreement will still be in effect even if we provide our services, fully aware of any conflicting or differing terms and conditions from you.
2.1. Our responsibilities are specified in the service terms for the respective service. Any additional assurances, service commitments, or supplementary agreements will only be effective if they are confirmed in writing by us.
2.2. We have the right to expand, modify, or enhance our services to keep up with technological advancements. This is particularly applicable when such adaptations are necessary to prevent misuse or to comply with legal regulations.
2.3. If we offer additional services without charging an extra fee, you cannot demand their continuation. We may, within a reasonable timeframe, discontinue, modify, or start charging for such previously free services. In such cases, we will notify you well in advance.
2.4. We are only obligated to provide technical support in accordance with the agreed-upon services. Any additional support services for you will not be provided free of charge, unless otherwise specified in writing. We are not responsible for directly supporting your customers.
2.5. We reserve the right to modify, discontinue, or introduce new Service Level Agreements. In the case of any unfavorable changes to a Service Level Agreement, we will ensure to give a minimum of 90 days' prior notice.
3.1. You will comply with the terms of this Agreement and comply with all applicable laws, rules, and regulations when using the services of Sooro. In order to access the services, you need to have a Sooro account associated with a valid email address.
3.2. You are responsible for all activities that occur under your account, regardless of whether they are authorized by you or conducted by you, your employees, or a third party (including your contractors and agents). We and our affiliates are not liable for unauthorized access to your account.
3.3. The responsibility for your content rests with you. You will ensure that your content, as well as the use of your content or the services by you and your end users, does not violate any of the policies or any applicable law.
3.4. It is your responsibility to properly configure and use the services and take appropriate measures to secure, protect, and backup your account and content.
3.5. All log-in credentials and private keys are intended for internal use only. You are prohibited from selling, transferring, or sublicensing them to any other entity or person, except in cases where you need to disclose your private key to your agents and subcontractors performing work on your behalf.
3.6. You grant us the right, revocable at any time, to use your organization name and logo as a reference for our own advertising purposes for the duration of the contract.
4.1. We may suspend your right to access or use any or all of the services immediately upon notice to you if we determine any of the following:
4.2. You are still responsible for paying any fees and charges that you incur during the suspension period.
5.1. This Agreement will become effective when you click the "Create Account" or "Create organization" button presented with this Agreement or, if earlier, when you use any of the services (the "effective date").
5.2. You represent to us that you are legally able to enter into contracts (for example, that you are not a minor). If you are entering into this Agreement on behalf of a legal entity, such as the company for which you work, you represent to us that you have the legal capacity to bind that legal entity.
5.3. The term of this Agreement shall commence on the effective date and shall remain in effect until terminated, in accordance with the information in this Section 5.
5.4. Any notice of termination of this Agreement by either party to the other party shall contain a termination date that complies with the notice periods in this Section 5.
5.5. You may terminate this Agreement for any reason by notifying us and closing your account. For this, we provide an account closing mechanism. We may terminate this Agreement for any reason by giving you at least 30 days advance notice.
5.6. Both parties are entitled to terminate the contract extraordinarily in case of a material breach of this Agreement, and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
5.7. We may also terminate this Agreement, or that of any service, with immediate effect and upon notice, if any of the following conditions are met:
5.8. You will continue to be responsible for payment of all applicable fees and charges until the termination date.
6.1. Fees of subscriptions are due and payable in advance for the corresponding contract period. Usage-based charges are due and payable at the end of the respective billing period. Charges for customer-specific services are payable after they have been processed.
6.2. The payments should be made by credit card or SEPA direct debit collection. You are responsible for ensuring that, at the agreed time for collecting the SEPA direct debit payment, there are sufficient funds in your account to cover the payment.
6.3. Regardless of the method of payment method, you agree to indemnify us for any losses incurred as a result of your financial institution withholding payment for any reason.
6.4. Unused portions of a subscription expire at the end of the billing cycle and are not refundable.
6.5. In the event of a temporary suspension of services, the customer's obligation to pay remains unaffected.
6.6. We may increase or add new fees and charges for any existing services you are using by giving you at least 60 days’ prior notice.
6.7. We shall be entitled to charge you interest on all late payments at the rate of 1.0% per month (or the highest rate permitted by law, if lower).
6.8. If we offer a free trial version, the customer can use it to its full extent and free of charge during the trial period.
7.1. You may only use our services if it is necessary for the intended contractual use. We grant you a simple, non-transferable right to use our services for the duration of the contract. All copyrights, intellectual property rights, and exclusive rights to services developed or provided under the contract, including software, databases, and know-how, remain with us or our licensors.
7.2. You are not allowed to modify or manipulate any software or codes provided by us, including our codes. Additionally, you must not alter or remove any marks, copyright notices, or confidentiality notices in any software or materials provided by us. Your mandatory legal rights under the German Copyright Act (Urheberrechtsgesetz) in accordance with §§ 69d f. remain unaffected.
7.3. We may assume that you have obtained all necessary usage rights for any software installed or operated by you that interacts with our services.
7.4. We may, subject to the conditions specified in this section, create anonymized analyses of aggregated data using (partially) your data and information resulting from your use of our services ("Analysis"). The data used for analysis is anonymized and aggregated to ensure that no conclusions can be drawn about individual companies or individuals. The analytics data is used for purposes such as product improvement, development of new products and services, resource and support enhancement, product performance improvements, security and data integrity review, identification of industry trends and developments, creation of indices, and anonymous benchmarking.
8.1. You should promptly notify us of any defects and provide us with the necessary support to the best of your ability for the potential rectification of defects. This includes taking all reasonable measures to ensure data security.
8.2. A material defect shall only exist if there is a deviation in essential parts from the description of our services or contractually agreed quality. Any agreement on quality beyond this requires express written confirmation, otherwise the information in the service descriptions shall apply. The assumption of a guarantee is only validly agreed if we confirm it expressly and in writing.
9.1. Our liability shall be governed by the following provisions, regardless of the legal basis.
9.2. We shall be held liable in cases of intent and gross negligence, as prescribed by the applicable laws.
9.3. In the event of simple negligence, our liability shall only arise if there is a breach of a significant contractual obligation that is essential for the contract and upon which you regularly and reasonably rely (cardinal obligation). In such cases, our liability shall be limited to the foreseeable and typical loss or damage for this type of contract.
9.4. In the case of liability according to Section 9.3, liability is limited to the fee owed for the respective service and the respective contract for a period of two years.
9.5. For all other damages resulting from simple negligence, including consequential losses, indirect losses, and lost profits, we shall not be held liable.
9.6. The exclusions and limitations of our liability also extend to our employees, staff, representatives, and agents.
9.7. The provisions regarding liability outlined in § 44a of the German Telecommunications Act (TKG) shall remain unaffected and applicable within the scope of the Act.
9.8. In all cases of contractual and non-contractual liability, your claims for damages or compensation for futile expenses shall become statute-barred after one year. The start of the limitation period shall be governed by the statutory provisions, but shall begin no later than five years after the claim arose.
9.9. The limitations mentioned above shall not apply in cases of death, physical injury, damage to health, or liability claims under the Product Liability Act.
For the processing of personal data on your behalf, we may enter into a separate data processing agreement. In case of any conflicts, the provisions of the data processing agreement will take precedence over these general terms and conditions.
Changes to this Agreement will be offered by us in text form no later than 90 days before the proposed date of their entry into force. Your consent shall be deemed to have been given if you have not notified us of your refusal before the proposed date on which the changes take effect.
12.1. If you are a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and related to the contractual relationship shall be where we have our registered office. Furthermore, we reserve the right to file a lawsuit against you at your general place of jurisdiction.
12.2. The laws of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13.1. We shall be entitled to use subcontractors in whole or in part for the services owed. Any deviating provisions from a separate data processing agreement shall remain unaffected.
13.2. Should one or more provisions of this Agreement be ineffective, the remainder of the terms shall remain effective. The invalid provision shall be replaced by the relevant statutory provision.