Terms of Service

§1 Scope of application

BusinessOS GmbH, Saarbrücker Str. 20, 10405 Berlin, Deutschland (hereinafter also referred to as the "Provider") provides software at https://cona.app that performs various accounting, interface, conversion, export and automation functions.

This user agreement governs the contractually limited use of this software as a SaaS product (Software as a Service) to the customer and, unless otherwise agreed in individual cases, applies to all contracts concluded in the context of the business relationship between the provider and the customer in connection with the provider offered software-as-a-service product.

This User Agreement governs the contractual relationship between the Provider and the Customer exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if the provider has expressly agreed to their validity in writing.

§2 Subject matter of the contract, conclusion of contract

The object of the contract is the time-limited provision of the Software-as-a-Service product as defined in more detail in Annex 1 (Service Description) (hereinafter "SOFTWARE") and in accordance with the following provisions by the Provider to the Customer against payment of an agreed fee. This also includes data generated by the SOFTWARE during use (hereinafter referred to as "DATA"). For this purpose, the provider operates the software on one or more servers (hereinafter referred to as "SERVER").

The provision of the software constitutes an offer by the provider. The customer accepts the offer by submitting and storing the payment information in the SOFTWARE. The user who enters the payment method thereby confirms that he is authorized to accept the offer.

Customers who use this SOFTWARE but are not direct contractual partners for billing (e.g. as employees of a company or tax consultant / accounting department) agree to this user agreement when registering for the first time.

§3 Provision

The customer receives the right to use the SOFTWARE in accordance with the following provisions upon full payment of the contractually agreed usage fee.

The Provider is liable in accordance with the restrictions in § 10 for ensuring that the SOFTWARE provided is suitable for the purposes set out in the service description in Annex 1, is free from material defects for the entire term of the contract, in particular is free of viruses and similar malware that would render the SOFTWARE unsuitable for use in accordance with the contract.

The Provider shall grant the Customer access to the SOFTWARE by entering the Customer's e-mail address and a secure password. The password must be kept secret. In particular, disclosure to third parties is strictly prohibited.

The Provider shall notify the Customer in writing of any changes, updates or functional enhancements to the SOFTWARE at least six weeks in advance.

If the customer does not object to the change in writing within a period of two weeks from receipt of the change, the change shall become part of the contract. Whenever changes are announced, the provider shall draw the customer's attention to the aforementioned deadline and the legal consequences of its expiry if the option to object is not exercised.

The Provider may make changes to the SOFTWARE or updates at any time without notifying the Customer, as long as this does not result in a significant reduction in the scope of services or if these changes are advantageous for the Customer.

The SOFTWARE and the DATA are backed up daily on the SERVER. The customer is responsible for compliance with retention periods under commercial and tax law.

The transfer point for the SOFTWARE and the DATA is the router output of the provider's data center.

The access to the SOFTWARE takes place by means of a suitable Internet browser. All current browsers are supported with the exception of Microsoft's Internet Explorer / Edge browser (see also Appendix 1).

§ 4 Permitted use

Rights of use of the customer

The customer receives simple (non-sublicensable and non-transferable) rights of use to the SOFTWARE, limited to the term of this contract, in accordance with the following provisions.

The SOFTWARE is not transferred to the customer. The customer may only use the software for his own business activities.

The customer only uses the SOFTWARE via the e-mail address provided during registration. The customer can create additional employee accounts or accesses for employees of his tax consultancy / accounting / agency.

The customer may not modify the software. In particular, he shall not be entitled to examine its functionality by means of so-called "reverse engineering", to decompile it, to break it down into its components and/or to use it as a basis for the creation of his own software programs. The customer may not carry out any attacks or load tests with the software that could reasonably be expected to impair the performance of the software.

If the Provider makes new versions, updates, upgrades or other changes to the SOFTWARE during the term, the above rights shall also apply to these.

The customer is not entitled to any rights of use other than those listed here.

Safe use

The customer shall take the necessary precautions to prevent the use of the SOFTWARE by unauthorized persons.

The customer is liable for ensuring that the software is not used for unlawful purposes or purposes that violate official regulations or requirements, or that corresponding data is not created and/or stored on the server or locally.

Violation of the provisions of paragraphs 1 and 2 by the customer

If the customer violates the provisions in paragraph 1 or 2 for reasons for which he is responsible, the provider may, after prior written notification of the customer, block the customer's access to the SOFTWARE or the DATA if the violation can be demonstrably remedied as a result.

If a user violates his obligations under paragraph 1 or 2 with a contractually provided access, the provider can delete the affected DATA immediately with prior notice in text form if the violation can be demonstrably remedied.

If the customer despite corresponding written warning of the provider continues or repeatedly violates the provisions in paragraph 1 or 2, and has if he is responsible for this, the provider can terminate the contract extraordinarily without observing a period of notice.

If the customer is responsible for the breach of duty, the provider may claim damages.

§ 5 Liability for third-party rights

The Provider shall not be liable for any infringement of third-party rights by the Customer if and to the extent that this infringement results from exceeding the rights of use granted under this contract. In this case, the customer shall indemnify the provider against all third-party claims upon first request.

§ 6 Remuneration, payment methods, invoice

The fee for the use of the software is based on the modules booked by the customer (see Appendix 2) and is charged monthly.

The prices stated may be changed by the Provider by written announcement with a notice period of 3 months before the new prices come into force if and to the extent that the costs relevant for the price calculation increase due to unforeseeable circumstances that are not caused by the Provider and cannot be influenced. This applies in particular if the necessary costs for the maintenance and further development of the technical infrastructure of the SaaS services, the costs for the licensing of third-party services or the (wage) ancillary costs have increased overall and only to the extent the total price - taking into account any cost savings that have occurred - has increased as a result.

The customer has the right terminate the service affected by the price increase within one month of notification of the price increase when it comes into effect.

The fee for use is invoiced monthly on the 10th for the previous month. The invoice is due immediately and will be collected immediately if an automatic payment method (direct debit / credit card) has been set up.

Invoices are issued exclusively in electronic form as PDF files. By accepting these terms of use, the customer expressly agrees to this method of invoicing.

Invoices are sent as PDF files to the e-mail address provided by the customer. A different e-mail address can be stored for invoicing. All invoices issued can also be viewed in the SOFTWARE.

Unless otherwise agreed with the customer, the invoice is to be paid by SEPA direct debit or credit card. The customer can enter the payment method himself in the SOFTWARE.

All prices quoted are exclusive of VAT at the statutory rate applicable at the time the service is provided.

§ 7 Obligations of the customer

The customer is responsible for ensuring that the software is only used in accordance with the provisions of §4 ("Permitted use") and shall take suitable and necessary measures to this end.

In particular, the customer shall ensure that only authorized and entitled users have access to their account. To this end, the customer shall check which employee or tax consultant accounts have been set up in its environment. The customer shall ensure that the authorized users are obliged to comply with the provisions of this agreement and shall inform the provider immediately if he suspects that one or more accounts may be used or viewed by unauthorized persons.

The customer shall ensure that it creates its own backups of its DATA at appropriate intervals. The obligation of the provider to make daily backups remains unaffected by this.

§ 8 Data security & data protection

The contracting parties shall comply with the applicable data protection regulations, in particular those applicable in Germany, and take appropriate steps to ensure that their employees deployed in connection with the contract and its execution.

If the customer collects, processes or uses personal data under his own responsibility, he shall be responsible for ensuring that he is authorized to do so in accordance with the applicable provisions, in particular those of data protection law, and shall indemnify the provider against third-party claims in the event of a breach.

The provider shall only collect and use customer-related data to the extent required for the performance of this contract. The customer agrees to the collection and use of such data to this extent.

A data processing agreement (DPA) is concluded between the parties in accordance with Art. 28 GDPR. This is an integral part of this contract and is concluded for the term of this contract.

§ 9 Secrecy

Information to be treated confidentially is information expressly marked as confidential by one of the contracting parties and information whose confidentiality is clearly evident from the circumstances of the transfer.

The DATA processed and stored by the provider is to be regarded as confidential.

There is no information to be treated confidentially if the contractual partner receiving the information proves that it is were known or generally accessible to him before the date of receipt; were known or generally accessible to the public before the date of receipt; became known or generally accessible to the public after the date of receipt, without the contractual partner receiving the information being responsible for this.

The contracting parties shall maintain secrecy about all confidential information that has come to their knowledge in the context of this contractual relationship and shall only use such information vis-à-vis third parties with the prior written consent of the other contracting party. Public declarations by the contracting parties on cooperation shall only be made by prior mutual agreement.

The obligations under para. 2 shall continue to exist beyond the end of the contract for an indefinite period of time, as long as an exception under para. 1 is not proven.

§ 10 Liability

The contracting parties shall be liable to each other without limitation for all damage caused by them and their legal representatives or vicarious agents in the event of intent or gross negligence. In the event of slight negligence, the contracting parties shall be liable without limitation in the event of injury to life, limb or health.

Otherwise, a contractual partner shall only be liable if it has breached a material contractual obligation. Essential contractual obligations are those obligations that are of particular importance for the achievement of the contractual objective, as well as all those obligations which, in the event of a culpable breach, could lead to the achievement of the contractual purpose being jeopardized. In these cases, liability is limited to compensation for foreseeable, typically occurring damage. This amounts to a maximum of six times the monthly usage fee agreed with the customer.

The provider's strict liability for damages (Section 536a BGB) for defects existing at the time of conclusion of the contract is excluded; Section 11 (1) and (2) remain unaffected. Liability under the Product Liability Act remains unaffected.

The above limitations of liability also apply with regard to the personal liability of the provider's employees, vicarious agents and legal representatives.

§ 11 Contract term & termination

The contractual relationship begins with the conclusion of the contract and is concluded for an indefinite period.

The contract can be terminated by the customer with a notice period of one working day, by the provider with a notice period of four weeks to the end of a month. The termination must be in text form. Extraordinary termination remains unaffected by this.

Irrespective of the previous provisions, the provider may terminate the contract without notice if the customer is in arrears with payment of the price for two consecutive months.

§ 12 Obligations upon termination of the contract

Upon termination of the contractual relationship, the customer is obliged to download the DATA stored by him to his area of responsibility using the export function, to store it securely and to check whether the export is valid and complete.

The customer's DATA will be deleted by the provider after a period of 8 weeks in the event of termination, regardless of the party involved.

§ 13 Force majeure

None of the contracting parties shall be obliged to fulfill the contractual obligations in the event of and for the duration of force majeure. This includes in particular:

• Fire/explosion/flooding for which the contractual partner is not responsible
• War, mutiny, blockade, embargo
• A labor dispute lasting more than 6 weeks and not culpably caused by the contractual partner
• Technical problems of the Internet that cannot be influenced by a contractual partner; this does not apply if and to the extent that the provider is responsible for the telecommunications services
• Pandemics and epidemics

Each contractual partner must inform the other immediately in writing in the event of force majeure.

§ 14 Reservation of right of amendment

The Provider reserves the right to change the services offered in the SOFTWARE or to offer different services, unless this is unreasonable for the Customer. In addition, the Provider reserves right to change the services offered in the SOFTWARE or to offer different services if it is obliged to do so due to a change in the law, a court ruling against it, an official decision or to rectify security loopholes. The Provider also reserves the right to make changes if the change is only beneficial to the Customer or if the change has no significant impact on the Customer.

This user agreement may be amended by the provider at any time without stating reasons, unless this is unreasonable for the customer. The provider shall inform the customer of any changes to the contract in good time. If the customer does not object within six weeks of notification, the amended user agreement shall be deemed to have been accepted by the customer. The provider shall inform the customer in the notification of his right of objection and the significance of the objection period.

The user agreement may also be amended by the provider if the amendment is only beneficial to the customer or has no significant impact on the customer, or if the provider is obliged to do so due to a change in the law, a judgment against it or an official decision.

The user agreement may also be amended by the provider if significant new functions or services are offered that require a description, provided that this does not have a detrimental effect on the customer.

The provider shall inform the customer of any changes to the user agreement in writing by e-mail.

§ 15 Choice of law, written form, place of jurisdiction

The contractual relationship shall be governed by German substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

The Annexes shall become an integral part of this Agreement.

There are no ancillary provisions outside of this contract and its annexes. Amendments or additions to this contract and the annexes must be made in text form to be effective. This also applies to the waiver of the written form requirement.

The possible invalidity of individual provisions of this contract shall not affect the validity of the remaining content of the contract.

The place of jurisdiction for all disputes arising from this contract shall be the registered office of the provider.

Currently valid version from 21.02.2022

Appendix 1

Service description

The provider provides a SOFTWARE that takes over accounting functions for customer (including the import of third-party systems, conversion of data for accounting, creation of invoice documents).

The imported data is processed by the provider and prepared for target systems (e.g. DATEV).

This preparation includes the import of data from third-party systems, conversion of data for accounting, posting proposals, pre-assignment of VAT matters, display of delivery thresholds and the creation of invoice documents.

The service does not include checking the content of data from upstream systems entered by the customer. The same applies to incorrect data created by third-party providers.

Requirements for using the software

• Internet-enabled device with a screen with a resolution of at least 1024×768 pixels
• Internet connection
• Current, modern Javascript-enabled Internet browser, e.g. Google Chrome, Mozilla Firefox or Apple Safari. Microsoft's Internet Explorer / Edge browser is not supported.
• Support for mobile devices is provided, but is not guaranteed to have the full functionality, performance and appearance of use on a desktop PC.
• The functionality, performance & appearance of the software may vary depending on the setup used.

Availability of the cloud software (Service Level Agreement)

The contractual software provided is designed as a highly available system with an availability of 24 hours a day, seven days a week and 365 days a year ("uptime"). Availability is the customer's ability to use the entire functionality of the relevant contract software and the associated data at the time of service delivery at the point of transfer.

The provider guarantees 95.00% availability of the contract software at the agreed transfer points during the operating period.

The percentage of availability is calculated according to the following formula:

Uptime − Downtime

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Uptime

All times are given according to Central European Time (CET) or Daylight Saving Time (CEST). The times are calculated in whole, rounded minutes per calendar month. The operating time corresponds to 44,640 minutes for a calendar month of 31 days, 43,200 minutes for a calendar month of 30 days, 41,760 minutes for a calendar month 29 days and 40,320 minutes for a calendar month 28 days.

Downtime is defined as those minutes during which the customer cannot establish connectivity to the respective transfer point within the operating time or the affected contractual service is not available overall or not available in all its essential basic functionalities for more than an insignificant proportion of users.

When calculating the downtime, failures/impairments caused by one of the following events are not taken into account:

• Scheduled maintenance work, e.g. due to necessary updates, upgrades or scheduled restarts of a system, including unannounced time windows of a maximum of four (4) hours on weekend (Saturday/Sunday), on national holidays and on weekday evenings from 22.00 hrs; and longer downtimes with notification via the provider's website seven (7) days in advance
• Unscheduled maintenance work due to (i) compliance with specifications of a third-party provider (e.g. installation of critical security patches), provided that the use of the third-party provider has been agreed with the customer or (ii) urgently required maintenance measures that could not be foreseen by the provider and therefore could not be carried out as scheduled maintenance work
• Problems within the network, the infrastructure (including local database systems) or the network connection of the customer or of third parties commissioned by the customer
• Failures/impairments that are based on the non-contractual actions or omissions of the customer or a third party not commissioned by the provider
• Failure by the customer to comply with agreed requirements/specifications regarding required configurations, architectures and execution environments
• Actions of unauthorized users, insofar as the unauthorized user's ability to act is attributable to the customer
• Contractual suspension of access due to a security incident to protect the customer as well
• Automatic switching of client software to a documented offline mode in the event of temporary unavailability, provided that the affected users can continue to use the basic functionalities of the contract software without noticeable impairment
• Events that are based on force majeure and cannot be compensated by the provider through appropriate measures

The provider continuously logs various measured values on the status and performance of the cloud software and the cloud infrastructure and evaluates these to monitor the availability of the contract software using a log management system. The measurement data logged by the provider is decisive for proving the availability of the contract software.

In the event that the availability is not met, the parties agree the following service credits:

• <95%: 10%
• <90%: 50%
• <80%: 100%

Under the contract and this SLA, service credits are the concretization of the statutory claims for remedies in the event of performance or availability problems. The service credits shall be offset against the invoice for the billing period following the fault. The customer is not entitled to offset the service credits themselves.

Support

Support by the provider includes troubleshooting problems with the SOFTWARE as well as troubleshooting in situations where the integration or the API do not behave as documented. Support by the provider does not include the development of modules or applications for customers or answering questions about the application architecture or further development of the SOFTWARE, troubleshooting and performance optimization of the customer's IT infrastructure or answering questions about the further development of the SOFTWARE.

The provider responds to support requests by email within 48 hours on working days (Monday to Friday).

Appendix 2 - Price list

The Provider shall invoice the Customer for the modules activated in the software. Additional modules can be activated by the provider at any time at the request the customer.

For the time being, the use of the software is free of charge.