General Terms and Conditions (GTC)

1. Scope of Application, Contractual Partners, and Definitions

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relationships related to the “ELabel24” brand between TypeFlow Software GmbH, represented by the Managing Director Leon Sachs, Auf der Langwies 1, 65510 Hünstetten, Germany (hereinafter referred to as “Provider”) and the customers (hereinafter referred to as “Customers”). Provider and Customers are collectively referred to as “Parties.”

1.2 The Provider’s GTC shall apply exclusively. General terms and conditions of the Customer that contain differing or supplementary provisions shall not be recognized unless the Provider has expressly agreed to them.

1.3 These GTC apply only to transactions with entrepreneurs. An entrepreneur pursuant to Section 14 of the German Civil Code (BGB) is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of their commercial or independent professional activity. A consumer in accordance with Section 13 BGB is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, or profession.

1.4 Entrepreneurs within the meaning of these GTC also include authorities, corporations, institutions, foundations, legal entities under public law, or a special fund under public law that act exclusively under private law when concluding the contract.

1.5 The Provider’s services are aimed exclusively at entrepreneurs as defined in points 1.3 and 1.4. The Provider may demand proof of the Customer’s entrepreneurial status before concluding the contract, e.g., by providing the VAT ID number or other suitable proof of identity. The data required for this must be provided completely and truthfully by the Customer.

1.6 For business customers, these GTC also apply to future contracts of the same type unless otherwise agreed, without the Provider having to refer to them again in each individual case. Individually concluded agreements or specific contracts with the Customer (including ancillary agreements, supplements, and amendments) shall take precedence over these GTC.

2. Subject Matter of the Contract

2.1 The contract comprises the temporary provision of the “ELabel24” software and the database it contains (hereinafter referred to as “Software”) in digital form via the Internet and the provision of storage space on the Provider’s servers. The parties assume that the database is protected worldwide by copyright or ancillary copyright.

2.2 The Provider shall additionally offer consulting, training, or other support services (such as setup, configuration, data migration, installation, customizing) for the software provided by it. These services are agreed and remunerated separately and are not part of the main contract.

3. Services of the Provider and Storage Space

3.1 The Provider shall enable the Customer to use the Software and the database contained therein in the current version via the Internet using a browser.

3.2 The Provider guarantees the functionality and availability of the Software during the term of the contract and ensures that it remains in a condition suitable for use in accordance with the contract. The scope of functions results from the current service description in the Software.

3.3 The Provider may further develop and improve the Software, taking into account the interests of the Customer, particularly due to changes in the legal situation, technical standards, or to improve IT security through updates and upgrades. The Provider shall only be liable for individual adaptations if this has been expressly agreed. The Provider shall inform the Customer in good time of any necessary updates or upgrades. In the event of significant impairment of the Customer’s legitimate interests, the Customer shall have a special right of termination in accordance with Section 18.3 of these GTC.

3.4 The Provider shall carry out regular maintenance on the Software and rectify errors immediately. Errors are given if the Software does not fulfill the specified functions, delivers incorrect results, or does not work properly. Maintenance shall generally be carried out outside the Customer’s business hours unless urgent reasons require a different time.

3.5 The Provider shall provide the Customer with storage space of up to 1 GB (1000 MB) on its servers for the use of the Software and shall ensure that the data can be retrieved.

3.6 The Provider shall take measures to protect the data and its backups in accordance with the state of the art. However, the Provider shall not assume any safekeeping or custody obligations. The Customer is responsible for ensuring sufficient data backup.

3.7 The Customer remains the sole owner of the data stored on the Provider’s servers and can request their return at any time.

4. Changes in Performance

4.1 The Provider is entitled to modify the services offered or to provide different services, provided this remains reasonable for the Customer.

4.2 Changes to services may be made if:

• The Provider is obliged to do so due to a change in the legal situation;
• The Provider complies with a court judgment or an official decision;
• The change is necessary to close security gaps;
• The change is advantageous for the Customer; or
• The change is of a purely technical or procedural nature with no significant impact on the Customer.

4.3 Adjustments that only slightly affect the Provider’s services are not considered changes to services within the meaning of this paragraph. This includes, in particular, graphical changes or the mere rearrangement of functions.

5. Registration

6.1 The presentation and advertising of the Software on the Provider’s website do not constitute a binding offer, but an invitation for the Customer to submit a binding offer.

6.2 The Customer can submit an offer by completing the online order form on the Provider’s website. The required data can be found in the input mask of the form. By completing the order process, the Customer submits a legally binding offer.

6.3 A contract is concluded when the Provider accepts the Customer’s offer within 5 days by sending an order confirmation, providing the ordered Software, or carrying out the payment transaction. The alternative that occurs first is decisive. If the Provider does not accept the Customer’s offer within the aforementioned period, this is considered a rejection of the offer, and the Customer is no longer bound by their declaration of intent.

6.4 The Provider saves the text of the contract, including the GTC, and makes it available to the Customer via a link after registration. The text of the contract can be viewed in the Customer account on the Provider’s website if the Customer has set up a Customer account before placing the order.

6.5 The contract shall be concluded in German.

6.6 The Customer must ensure that the email address provided by them is correct and that emails from the Provider can be received, particularly by adjusting SPAM filters.

6.7 Special conditions do not apply to current and future contractual relationships with the Customer unless this has been expressly agreed.

7. Granting of Rights of Use by the Provider

The Provider grants the Customer the non-exclusive, non-transferable right, limited to the term of the contract, to use the Software for business purposes within the scope of these GTC, unless otherwise specified in the service description on the Provider’s website. Any use beyond this is not permitted.

8. Granting of Rights of Use by the Customer

8.1 The Customer shall grant the Provider free of charge, non-exclusive rights of use, limited to the term of the contract, to the content provided that is necessary for the provision of the contractual services. The Customer warrants that they are authorized to grant these rights.

8.2 The Customer’s rights of use relate exclusively to the creation of e-labels for products that the Customer markets in their name or on behalf of their company. Passing on or transferring these rights of use to third parties is expressly prohibited.

8.3 The Customer acknowledges that the database was produced by the Provider and is protected by copyright (§ 4 para. 2 sentence 1, § 87a UrhG). The contents of the database are also protected by copyright. The computer programs required to use the database are subject to protection in accordance with §§ 69a ff. of the German Copyright Act (UrhG).

8.4 The Provider is entitled to use content and information provided by the Customer in the database or have it used by third parties and to make it findable and link it within the Software.

8.5 Content of the Customer may be displayed or linked by the Provider for external presentation on partner websites, the Provider’s website, in the Provider’s social media channels, and/or in internet search engines.

8.6 The Provider may edit the Customer’s content so that it can be displayed on mobile devices or in apps of the Provider or third parties.

9. Naming as Reference Customer

9.1 Subject to prior written consent, the Provider may name the Customer as a reference customer and use protected trademarks, logos, names, or other business identifiers as well as opinions of the Customer about the Software. The Customer may be named on the Provider’s website and/or social media channels.

9.2 For this purpose, the Customer shall grant the Provider a simple, non-transferable right of use, unlimited in time and space, to the name and trademark rights required for this purpose. The Customer may only refuse their consent for good cause and revoke any consent given. In this case, the Provider may continue to use advertising material that has already been created.

10. Support

10.1 The Provider shall set up a support service for customer inquiries regarding the use of the Software. Inquiries can be sent by email to info@elabel24.eu and will be processed in the order in which they are received.

10.2 There is no entitlement to telephone support.

10.3 The Customer should describe problems as precisely as possible.

11. Availability of the Software

The Software is offered subject to availability. 100% availability is not technically possible. The Provider endeavors to keep the Software constantly available. Maintenance, security, or capacity issues as well as events beyond the control of the Provider (e.g., disruptions to communication networks, power failures) can lead to interruptions. Maintenance work will be carried out during periods of low usage where possible.

12. Moderation and Restriction of Content

12.1 The Customer’s content must not violate applicable law or the rights of third parties. Impermissible content includes, in particular:

• Criminal offenses or administrative offenses;
• Violations of concluded contracts, general terms and conditions, or other rules of the operator;
• Violations of principles, rules, or guidelines (e.g., netiquette);
• Violations of the Legal Services Act;
• Offensive, racist, discriminatory, anti-constitutional, or pornographic statements;
• Content that is harmful to minors, glorifies violence, or incites hatred;
• Infringements of copyright, trademark, or competition rights;
• Malware;
• Violations of laws or morality.

12.2 The Customer is solely responsible for the published content. The Provider is not obliged to proactively check the content for legality but reserves the right to do so voluntarily.

12.3 Third parties can report illegal content or suspected cases to the Provider.

12.4 Notifications and voluntary checks by the Provider are generally carried out by human review, supplemented by algorithmic checks if necessary.

12.5 If inadmissible content is detected, the Provider may take measures such as:

• Warning the Customer;
• Temporary blocking or permanent deletion of the content;
• Suspension of benefits;
• Termination of the contract.

12.6 When selecting the measures, the Provider shall take into account the proportionality and the legitimate interests of the Customer.

13. Obligations of the Customer

13.1 The Customer is obliged to create the technical prerequisites for the use of the Software.

13.2 The Customer must store the access data securely and protect it from unauthorized access. Unauthorized access must be reported to the Provider immediately.

13.3 The Customer may not store any illegal or impermissible content on the Software’s storage space.

13.4 The Customer is responsible for the accuracy and legality of the content. They assure that the provided content is truthful and legally unobjectionable and does not infringe any third-party rights. The Customer is also responsible for ensuring that the content they post does not infringe any third-party rights, including copyrights, trademark rights, personal rights, competition rights, or other property rights. The content must not violate these GTC or applicable law. A violation occurs particularly if the Customer publishes the following content in the Software and/or database in accordance with Section 12.1:

• Copyrighted content without authorization for use (e.g., photos for which neither the photographer nor a person depicted has consented to publication on the Internet);
• False factual claims;
• Posts aimed at personally attacking or defaming other users;
• False profile data to conceal the true identity;
• Advertising for brands, products, or services;
• Links to pages that do not comply with statutory provisions or these GTC;
• Content or representations that violate labeling regulations.

13.5 The Provider must be notified immediately of any disruptions or restricted usage options.

13.6 The Customer is responsible for the legal soundness and accuracy of the content created and its presentation. The Provider only provides non-binding suggestions and assumes no liability.

13.7 The Customer may not use any technologies that damage or harass the Software or the database (hacking, brute force attacks, viruses, robots, spiders, scrapers, crawlers, etc.).

13.8 The Customer may not extract essential parts of the Software and the database or create their own databases without the express written consent of the Provider.

13.9 The Provider may reject processing orders if the transmitted content violates laws or morality.

13.10 The Customer must check their data for viruses or harmful components before entering it and use suitable virus protection programs.

13.11 The Customer is obliged to keep their data (in particular billing data) up to date and to notify the Provider of any changes.

13.12 The Customer is responsible for entering and maintaining the data required to use the Software.

13.13 The Customer must carry out regular data backups on their own responsibility.

13.14 The Customer may not obtain confidential information through reverse engineering unless this is permitted by law. The rights to reverse engineering pursuant to § 69d para. 3 and § 69e UrhG remain unaffected.

13.15 The Provider may warn the Customer in the event of misuse of the Software, block access, and initiate civil and criminal proceedings.

14. Remuneration and Terms of Payment

14.1 The stated prices are total prices. The customer undertakes to pay the agreed annual fee in advance. The fee is in EURO and is based on the provider’s price list valid at the time of the conclusion of the contract, plus the statutory value-added tax.

14.2 The Provider may adjust the remuneration at its reasonable discretion in order to maintain the price-performance ratio. The adjustment shall take effect one month after notification. The Customer’s right of termination remains unaffected.

14.3 Business customers must raise objections to the invoice in writing within 30 days. After expiry of this period, the statement shall be deemed approved.

14.4 The Customer can pay the remuneration via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter “Stripe”). The available payment methods are communicated on the Provider’s website: https://stripe.com/de.

14.5 Upon expiry of the payment deadline, the Customer shall be in default. Interest shall be charged on the outstanding remuneration. The Provider reserves the right to claim further damages for default.

14.6 The Customer may only offset undisputed or legally established counterclaims.

14.7 The Customer shall have no right of retention unless the counterclaim arises from the same contractual relationship and is undisputed or has been legally established.

14.8 If it becomes apparent after conclusion of the contract that the Provider’s claim to remuneration is jeopardized by the Customer’s inability to pay, the Provider may refuse performance and withdraw from the contract after setting a deadline (Section 321 BGB).

15. Liability for Defects in the Software

15.1 The warranty provisions of tenancy law (§§ 535 ff. BGB) shall apply.

15.2 The Customer must report defects immediately.

15.3 A warranty for insignificant defects is excluded. Strict liability pursuant to § 536a para. 1 BGB for defects existing at the time of conclusion of the contract is excluded.

16. Liability for Damages

16.1 The Provider, its legal representatives, and vicarious agents shall be liable without limitation:

• In the event of intent or gross negligence;
• In the event of intentional or negligent injury to life, limb, or health;
• In the case of guarantee promises given, if agreed between the parties;
• If the scope of application of the Product Liability Act applies.

16.2 In the event of slight negligence, the Provider shall only be liable for foreseeable, typical damage in the event of a breach of material contractual obligations, unless the unlimited liability pursuant to Section 16.1 applies. Essential contractual obligations are those which the contract imposes on the Provider to achieve the purpose of the contract and the fulfillment of which is essential for the proper execution of the contract and on which the Customer may regularly rely (so-called cardinal obligations).

16.3 The Provider shall not be liable for any loss of data caused by the Customer’s failure to back up data.

16.4 Otherwise, the liability of the Provider is excluded.

17. Defects of Title and Indemnification

17.1 The Provider warrants that the Software does not infringe any third-party rights. The Provider shall indemnify the Customer against all third-party claims for infringement of property rights and assume the costs of legal action.

17.2 The Customer warrants that the content and data stored on the Provider’s servers do not infringe any third-party rights. The Customer shall indemnify the Provider against third-party claims and bear the costs of legal action.

18. Contract Term and Termination

18.1 The contract is concluded for an indefinite period, but at least for the specified duration (12 months). During the minimum term, the contract can be terminated at the end of the minimum term with a notice period of 30 days. If the contract is not terminated in due time, it will be extended by the selected term and can then be terminated at the end of the respective term with a notice period of 30 days.

18.2 The fee is due in advance at the beginning of the time interval owed.

18.3 Either party may terminate the contract for good cause. Good cause shall be deemed to exist if the continuation of the contract is unreasonable. In the event of termination for good cause, the Provider shall be entitled to remuneration for the services provided until the termination takes effect.

18.4 The Provider shall delete the Customer’s remaining data 30 days after termination of the contract. The Provider has neither rights of retention nor liens on the data.

18.5 Contracts can be terminated in text form, in the user account, or electronically via the Provider’s website.

19. Data Protection and Confidentiality

19.1 The parties shall comply with the applicable data protection provisions.

19.2 The Provider shall only process the Customer’s personal data in accordance with the provisions of the order processing contract.

19.3 The Provider undertakes not to disclose to third parties or otherwise use confidential information that becomes known in the context of the contract.

20. Amendment of the GTC

20.1 The Provider may amend these GTC at any time, unless this is unreasonable for the Customer. The Customer shall be notified of any changes in text form in good time. If the Customer does not object within four weeks, the amendments shall be deemed to have been accepted.

20.2 The Provider may amend the GTC if:

• He is obliged to do so due to a change in the law;
• He complies with a court judgment or an official decision;
• He introduces new services that require an amendment to the GTC;
• He adapts or changes the functional scope of existing services;
• The change is advantageous for the Customer;
• The change is of a purely technical or procedural nature.

20.3 The Customer’s right to terminate the contract in accordance with point 18 remains unaffected.

21. Final Provisions

21.1 These GTC and the contractual relationship shall be governed by German law.

21.2 The assignment of claims arising from the contract by the Customer is excluded.

21.3 If the Customer is a merchant within the meaning of the German Commercial Code (HGB), an entrepreneur within the meaning of Section 14 BGB, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be the registered office of the Provider. The Provider may also bring an action at the place of performance or at the Customer’s general place of jurisdiction. Statutory provisions with precedence, in particular those concerning exclusive jurisdiction, shall remain valid unchanged.