Terms and Conditions
General terms and conditions (Allgemeine Geschäftsbedingungen) governing the provision and use of software by GON Commerce Supply UG (haftungsbeschränkt).
These terms apply to business customers. They govern contracts with entrepreneurs within the meaning of §14 BGB, legal persons under public law and special funds under public law. They do not apply to consumers.
§1 Scope
1.1 These terms apply to all contracts concerning the provision of software, software as a service and related services by GON Commerce Supply UG (haftungsbeschränkt) ("we", "us") to its customers ("Customer").
1.2 Terms and conditions of the Customer do not apply, even if we do not separately object to them and perform without reservation. Deviating agreements require our written confirmation.
§2 Subject matter and grant of rights
2.1 The subject matter of the contract is the provision of the software specified in the respective order for use over the internet, together with storage space for the Customer's data.
2.2 We grant the Customer a non-exclusive, non-transferable right to use the software for its own business purposes for the duration of the contract. The Customer receives no rights in the source code.
2.3 The Customer may not sublicense the software, make it available to third parties for a fee, decompile it beyond what §69e UrhG permits, or remove copyright notices.
§3 Availability and support
3.1 We aim for an availability of 99% per calendar month, measured at the transfer point of our data centre. Excluded are periods of announced maintenance and downtime we are not responsible for.
3.2 Maintenance windows are announced in advance where reasonably possible and scheduled outside normal business hours where practicable.
3.3 Support is provided by email during business days. Response times may be agreed separately.
§4 Liability
4.1 We are liable without limitation for damage caused intentionally or by gross negligence, for damage resulting from injury to life, body or health, and under the German Product Liability Act.
4.2 In the case of slight negligence, we are liable only for breach of a material contractual obligation — 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. In that case liability is limited to the foreseeable damage typical for this type of contract.
4.3 Any further liability is excluded.
4.4 The Customer remains responsible for backing up its own data. Our liability for loss of data is limited to the effort required to restore it from backups the Customer maintains properly.
§5 Customer obligations
5.1 The Customer keeps access credentials confidential and informs us without delay of any suspected misuse.
5.2 The Customer is responsible for the content it stores in the software and warrants that this content does not infringe the rights of third parties or applicable law.
5.3 Where the Customer stores personal data in the software, the Customer is the controller and we act as processor. A data processing agreement under Art. 28 GDPR is concluded separately and forms part of the contract.
§6 Term, termination and data return
6.1 Unless agreed otherwise, the contract runs for an indefinite period and may be terminated by either party with three months' notice to the end of a calendar month.
6.2 The right to terminate for cause remains unaffected.
6.3 On termination the Customer may export its data in a common, machine-readable format. We delete the Customer's data 30 days after the end of the contract, unless statutory retention obligations require otherwise.
§7 Final provisions
7.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
7.2 Where the Customer is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction is Berlin, Germany.
7.3 Should any provision of these terms be or become invalid, the validity of the remaining provisions is unaffected.