Terms of Service

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter “GTC”) of Sebastian Stolz, acting under the business designation “Proud Labs” (hereinafter referred to as “Provider”), apply to all contracts for the provision of services in the area of Software-as-a-Service (hereinafter referred to as “SaaS”) that an entrepreneur (hereinafter referred to as “Client”) concludes with the Provider with regard to the services described by the Provider on its website. The subject matter of the contract is the provision of software (hereinafter referred to as “Software”) in digital form via the Internet for a fee and for a period limited to the term of the contract, as well as the provision of storage space on the Provider’s servers. The inclusion of the Client’s own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 A trader pursuant to these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.

1.3 The Software may contain links to third-party services. These GTC do not apply to such services that are not provided by the Provider but by a third party. This also applies if the services are provided free of charge and/or if registration with the Provider is required for their use. These services are governed exclusively by the terms and conditions used by the third-party provider or the statutory provisions governing the relationship between the Client and the third-party provider. In this respect, the Provider merely facilitates technical access to these services.

2) Services of the Provider

2.1 The Provider shall provide the Client with Software in digital form via the Internet for the duration of the agreed contract period. To this end, the Provider shall enable the Client to access the Software, which shall remain on the Provider’s server. The range of functions and technical specifications of the Software are described in more detail in the service description on the Provider’s website. The Provider is only responsible for providing the Software with the functionalities defined in more detail in the service description. In particular, the Provider is not responsible for establishing and maintaining the data connection between the Client’s IT system and the Provider’s server.

2.2 The Software is updated by the Provider at irregular intervals. Accordingly, the Client only receives a right to use the software in its current version. The Client has no claim to the creation of a specific state of the Software.

2.3 The Provider shall provide the Client with limited storage space on its servers for the use of the Software. The amount of storage space is described in more detail in the service description on the Provider’s website.

2.4 The Provider’s services are offered subject to availability. 100 percent availability is technically impossible and therefore cannot be guaranteed to the Client by the Provider. However, the Provider endeavors to keep the service available as consistently as possible. In particular, maintenance, security, or capacity issues, as well as events beyond the Provider’s control (disruptions to public communication networks, power outages, etc.), may lead to disruptions or temporary shutdowns of the service.

2.5 The Provider shall take state-of-the-art measures to ensure data security. However, the Provider shall not be subject to any duty of safekeeping or custody. The Client is responsible for ensuring adequate data security.

2.6 The Provider shall provide the Client with an operating manual in electronic form.

2.7 Unless otherwise specified in the service description on the Provider’s website, the Provider shall not be obligated to provide any support beyond the contractual maintenance obligations for the Software.

3) Changes to Services

3.1 The Provider reserves the right to change the services offered or to offer different services, unless this is unreasonable for the Client.

3.2 The Provider also reserves the right to change the services offered or to offer different services if it is obliged to do so due to a change in the legal situation; if it does so in order to comply with a court ruling or an official decision against it; if it is necessary to close existing security gaps; if the change is solely advantageous for the Client; or if the change is purely technical or procedural in nature and has no significant impact on the Client.

3.3 Changes that have only an insignificant impact on the Provider’s services do not constitute changes to services within the meaning of this clause. This applies in particular to changes of a purely graphical nature and mere changes to the arrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider’s website do not constitute binding offers on the part of the Provider but are intended for the submission of a binding offer by the Client.

4.2 The Client can submit the offer using the online order form provided on the Provider’s website. After entering their personal data, the Client submits a legally binding contractual offer with regard to the selected services by clicking the button that completes the ordering process.

4.3 The Provider may accept the Client’s offer within five days by sending the Client a written order confirmation or an order confirmation in text form (fax or email), whereby receipt of the order confirmation by the Client is decisive, or by requesting payment from the Client after the Client has placed their order. If several of the above alternatives apply, the contract is concluded at the point in time when one of the above alternatives occurs first. The period for accepting the offer begins on the day after the Client sends the offer and ends at the end of the fifth day following the sending of the offer. If the Provider does not accept the Client’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the result that the Client is no longer bound by their declaration of intent.

4.4 When submitting an offer via the Provider’s online order form, the contract text is stored by the Provider after conclusion of the contract and transmitted to the Client in text form (e.g., e-mail, fax, or letter) after the Client has submitted their order.

4.5 Before placing a binding order via the Provider’s online order form, the Client can identify any input errors by carefully reading the information displayed on the screen.

4.6 The English language is available for the conclusion of the contract.

4.7 Order processing and contact are usually carried out by e-mail and automated order processing. The Client must ensure that the e-mail address provided for order processing is correct so that e-mails sent by the Provider can be received at this address.

5) Granting of Rights of Use by the Provider

The Provider is the owner of all rights of use required to provide the Software. Unless otherwise stated in the service description on the Provider’s website, the Provider grants the Client the non-exclusive, non-transferable right to use the Software for private and business purposes within the scope of these GTC for the duration of the contract. Any use of the Software beyond this is not permitted.

6) Granting of Rights of Use by the Client

The Provider is entitled to use content and information provided to it by the Client for the service within the scope of its contractual obligations and whose processing is necessary for the proper provision of services. The Client grants the Provider, free of charge, non-exclusively and for the duration of the contract, the necessary rights of use, in particular the right to permanent provision and storage, the right to reproduction and the right to processing, and warrants that it is entitled to grant these rights of use.

7) Client Obligations

7.1 The Client shall ensure that the hardware and software used by them meets the minimum technical requirements for using the currently offered software version.

7.2 The Client is obliged to protect and store the access data provided to them in accordance with the state of the art against access by third parties. Unauthorized access by third parties must be reported to the provider immediately.

7.3 The Client may not store any data on the storage space provided whose use violates applicable law, official requirements or orders, the rights of third parties, or agreements with third parties.

7.4 The content stored by the Client in the storage space designated for them may be protected by data protection laws. The Client is responsible for checking whether their use of personal data complies with data protection requirements.

7.5 The Client is responsible for regularly performing appropriate data backups.

7.6 The Client is obligated to check their data and information for viruses or other harmful components before entering it and to use state-of-the-art measures for this purpose.

7.7 The Client shall ensure that any programs, scripts, or similar items installed by them do not jeopardize the operation of the Provider’s server or communication network or the security and integrity of other data stored on the Provider’s servers.

7.8 If programs, scripts, or similar items installed by the Client endanger or impair the operation of the server, the Provider may deactivate or uninstall these programs. The Provider will inform the Client of this measure without delay.

8) Moderation and Restriction of Content

8.1 The Provider is generally not obligated to proactively review content posted by Client for legality or compatibility with the rights of third parties or these GTC. Nevertheless, the Provider reserves the right to review the legality of Client content on its own initiative in individual cases.

8.2 Clients and affected third parties can report suspected illegal content to the Provider using the contact information in the Provider’s legal notice (e.g., by e-mail).

8.3 In the case of reports and in the context of checks carried out on the Provider’s own initiative, human content control is always carried out. In individual cases, automated technical testing procedures may also be used.

8.4 If the illegality of content published by the Client is determined, the Provider is entitled, at its reasonable discretion, to take one or more of the following measures without prior notice: warning the Client, temporary blocking or permanent deletion of the content, temporary or permanent suspension of the contractual obligations, termination of the contractual relationship.

8.5 When choosing the measures to be taken, the Provider will take into account the principles of proportionality and weigh the interests of the Client concerned against its own interests.

8.6 If Clients frequently submit reports or complaints that are obviously unfounded, the Provider will suspend the processing of reports and complaints from these Clients for a reasonable period of time after issuing a prior warning.

9) Remuneration and Payment Terms

9.1 Unless otherwise stated in the Provider’s service description, the prices quoted are total prices. Pursuant to § 19 of the German Value Added Tax Act (UStG), the Provider operates as a small entrepreneur and therefore does not charge value added tax.

9.2 The payment options and payment terms are communicated to the Client on the Provider’s website.

9.3 If you select a payment method offered via the payment service “Stripe,” payment processing will be handled by Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland. Further information about Stripe is available at stripe.com.

10) Contract Term and Termination

10.1 The contract is concluded for an indefinite period and can be terminated by the Client at any time without notice and by the Provider with 14 days’ notice.

10.2 The right to extraordinary termination for good cause remains unaffected.

10.3 Terminations can be made in writing, in text form (e.g., by e-mail), or in electronic form using the termination feature provided by the provider on its website.

10.4 Upon termination of the contract, the Client loses access to their user account. Furthermore, upon termination of the contract, the Provider’s obligation to store the Client’s uploaded data also expires.

11) Switching Provider

If the Client wishes to switch to another provider or to an ICT infrastructure on their own premises, the provisions in the Annex on changing providers, which is attached to these GTC as an appendix, shall apply.

12) Liability for Defects

12.1 The Client must immediately notify the Provider of any defects, malfunctions, or damage that occur.

12.2 The statutory liability for defects for only minor reductions in the suitability of the service is excluded.

12.3 Strict liability pursuant to Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time the contract was concluded is excluded.

12.4 Termination by the Client due to failure to grant contractual use is only permissible if the Provider has been given sufficient opportunity to remedy the defect and this has failed.

13) Liability

13.1 The Provider shall be liable for all contractual, quasi-contractual, and statutory claims, including tortious claims for damages and reimbursement of expenses, as follows:

13.2 The Provider shall be liable without limitation in the event of wilful intent or gross negligence; in the event of wilful or negligent injury to life, limb or health; based on a guarantee promise; or due to mandatory liability such as under the German Product Liability Act.

13.3 If the Provider negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability applies in accordance with the above clause.

13.4 Any further liability of the Provider is excluded.

13.5 The above liability provisions also apply with regard to the liability of the Provider for its vicarious agents and legal representatives.

14) Indemnification

The Client shall indemnify the Provider against all claims asserted against the Provider by other customers or other third parties due to infringement of their rights based on content posted by the Client or due to other use by the Client. The Client shall also bear the necessary costs of legal defense. This shall not apply if the Client is not responsible for the infringement.

15) Confidentiality

The Provider undertakes to maintain confidentiality regarding all confidential information that comes to its knowledge in connection with this contract and its implementation and not to disclose such information to third parties. The confidentiality obligation does not apply if the Provider is required by law or by a valid or final decision of an authority or court to disclose the confidential information.

16) Amendment to the Terms and Conditions

16.1 The Client’s right of termination remains unaffected by this.

16.2 The Provider reserves the right to amend these GTC at any time without giving reasons, unless this is unreasonable for the Client. The Provider will notify the Client of any changes to the GTC in writing and in a timely manner. If the Client does not object to the validity of the new GTC within four (4) weeks of notification, the amended GTC will be deemed accepted by the Client.

16.3 The Provider also reserves the right to amend these GTC if it is obliged to do so due to a change in the legal situation; if it introduces additional, entirely new services; if the change is solely advantageous for the Client; or if the change is purely technical or procedural.

17) Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany shall apply to all legal relationships between the parties. For Consumers, this choice of law shall only apply insofar as the protection granted by mandatory provisions of the law of the country in which the Consumer has his habitual residence is not withdrawn.

1) Scope of Application

The following provisions apply in the event that the Client wishes to switch to another provider or to an ICT infrastructure on its own premises.

2) Definitions

2.1 “Data processing service” within the meaning of these GTC is a digital service provided to the Client that enables comprehensive, on-demand network access to a shared pool of configurable, scalable, and elastic computing resources.

2.2 “Digital Assets” within the meaning of these GTC are elements in digital form — including applications — for which the Client has a right of use, regardless of the contractual relationship with the data processing service that they wish to change.

2.3 “ICT infrastructure on the Client’s premises” refers to ICT infrastructure and computing resources that are owned, rented, or leased by the Client, located in the Client’s data center, and operated by the Client or a third party.

2.4 “Switching” within the meaning of these GTC is a process in which the Client switches from using the Provider’s data processing service to using another data processing service or an ICT infrastructure on the Client’s own premises, including through extraction, conversion, and uploading of data.

2.5 “Exportable Data” within the meaning of these GTC refers to input and output data, including metadata, that is generated directly or indirectly through the Client’s use of the data processing service, with the exception of assets or data belonging to the Provider or third parties that are protected by intellectual property rights or constitute a trade secret.

3) Pre-contractual Information

Before ordering data processing services, the Provider shall provide the Client with clear information on standard remuneration and penalties for early termination; switching fees; services that require a highly complex or costly switch; a complete list of the categories of data and digital assets that can be transferred; and known risks to the continuity of the provision of the Provider’s functions or services.

4) Switching and Exit Plan

4.1 The parties agree on a switching and exit plan which includes details of the switching and exit assistance, contact persons, an estimate of the time required, restrictions and technical limitations, a description of the sequence of operations proposed by the Provider, and a description of the testing method proposed by the Provider.

4.2 At the Client’s request, the Provider must provide designated personnel with information explaining the relevant procedures.

4.3 At the Client’s request, the Provider undertakes to either organize a test or assist the Client with their tests to verify that the Plan works in practice.

4.4 The Provider and the Client undertake to update the Plan as necessary.

5) Initiation of the Switching Process

5.1 The Client must send the Provider a switching notification with two months’ notice, stating that they are initiating the switching. If the Client only wishes to transfer certain services, data, or Digital Assets, they must specify this in the notification.

5.2 In the switching notification, the Client must state whether they intend to switch to another data processing service provider; switch to the Client’s local ICT infrastructure; or not switch, but only delete their Exportable Data and Digital Assets.

5.3 The Provider shall confirm receipt of the switching notification to the Client within three business days at the latest.

6) Transition Period

6.1 The transition period is 30 calendar days and begins at the end of the notice period for initiating the switching process.

6.2 If the Provider is unable to comply with the agreed transition period for technical reasons, it undertakes to notify the Client in writing within 14 working days of receiving the notice of termination and specify an alternative transition period, which may not exceed seven (7) months from the date of the Client’s notice of termination.

6.3 The Client may extend the transition period once by a period that they deem appropriate for their purposes, but not longer than three months. In the case of complex migrations, the parties may mutually agree on a longer period, but not exceeding 12 months.

7) Obligations of the Provider during the Switching Process

The Provider undertakes to provide the Client and third parties commissioned by the Client with appropriate support from the start and throughout the entire switching process. To this end, the Provider must provide skills, appropriate information and technical support; exercise due care to maintain business continuity; and maintain a high level of security throughout the switching process.

8) Customer Obligations

8.1 The Client undertakes to take all reasonable measures to achieve an effective switch. The Client is responsible for importing and implementing data and Digital Assets into their own systems or into the systems of the target provider.

8.2 The Client undertakes to respect the intellectual property rights and trade secrets of the materials provided by the Provider during the switching process.

9) Data Recovery and Deletion

9.1 The Client may retrieve or delete their data during the agreed period for data retrieval. The period for data retrieval is 30 calendar days and begins after the expiry of the agreed transition period.

9.2 After the agreed period for retrieval has expired and the switching process has been successfully completed, the Provider undertakes to delete all Exportable Data and Digital Assets generated by the Client and to confirm to the Client that it has done so.

10) Remuneration for the Switching Process and Exit Fees

The Provider does not charge any additional fees for the switching process.

11) Completion of the Switching Process

11.1 Once the Client informs the Provider that the switching process has been successfully completed, the Provider will immediately inform the Client of the termination of the contract. If the Client fails to inform the Provider of the successful switch within 30 business days of the Provider’s request for confirmation, the switch will be deemed unsuccessful and the contract will continue under the existing terms and conditions.

11.2 If the Client does not wish to switch providers but instead wants to delete their Exportable Data and Digital Assets, the Provider is obligated to inform the Client of the termination of the contract at the end of the agreed notice period.

12) Termination of Contract

12.1 The contract is considered terminated between the parties when the switching process has been successfully completed, or after the notice period has expired if the Client does not wish to switch but wants to delete their Exportable Data and Digital Assets.

12.2 The agreement, along with the agreed-upon services and features, will not be terminated or expire before the successful completion of the switching process.

12.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith to improve the switching process and achieve a successful completion.

12.4 The switching process is considered successfully completed when the agreed notice period has expired, the transition period has begun and ended, the data retrieval period has begun and ended, and the data deletion has been successfully completed.

12.5 The right of the contracting parties to terminate the contractual relationship in the case of an open-ended contract by means of ordinary notice remains unaffected.