General Terms and Conditions

§ 1 Scope of application

(1) These General Terms and Conditions ("GTC") apply to all contracts concerning the use of the Software-as-a-Service offerings provided by visotask UG, Kemptener Straße 31, 81475 München, Germany ("visotask") via the platform visotask.de, as well as to associated digital products, landing pages, booking flows, forms, user areas and additional functions.

(2) The offering of visotask is directed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal persons under public law or special funds under public law ("Customer"). The conclusion of a contract with consumers within the meaning of Section 13 BGB is excluded.

(3) Deviating, conflicting or supplementary terms and conditions of the Customer shall not apply unless visotask has expressly consented to their validity in text form.

(4) Individual agreements between visotask and the Customer take precedence over these GTC insofar as they have been expressly concluded.

§ 2 Subject matter of the contract and services

(1) visotask provides the Customer with a web-based software platform. The specific scope of services results from the respective booked plan, the offer, the service description, the ordering process and any individual agreements.

(2) The platform may, in particular, contain functions for appointment booking, deployment planning, dispatching, ticket management, communication, forms, documentation, user management, client management, analyses, interfaces, landing pages and other digital organisational processes.

(3) visotask owes the technical provision of the contractually agreed functions within the scope of the current product status. A specific economic success, a specific conversion rate, a specific number of bookings or any other business success is not owed.

(4) Insofar as the Customer organises, presents, brokers or processes its own services, products or offerings via visotask, visotask does not become a contractual partner of the contracts concluded between the Customer and its prospects, clients, end customers or other third parties.

(5) visotask is entitled to further develop, adapt or modify the platform technically, in terms of design and functionally, provided that the essential contractual main services are not thereby unreasonably impaired.

§ 3 Conclusion of contract

(1) A contract between visotask and the Customer is concluded by:

- acceptance of an individual offer, - completion of an online ordering process, - activation of the account following an order, - express order confirmation in text form.

(2) The Customer warrants that all information provided by it at the time of conclusion of the contract is complete, accurate and up to date.

(3) visotask is entitled to reject enquiries or orders without stating reasons, insofar as no mandatory statutory provisions preclude this.

§ 4 User accounts and access

(1) Within the scope of the booked plan, the Customer receives the agreed number of user accounts, access credentials or administrative authorisations.

(2) The Customer is obliged to keep access data confidential, to protect it against access by unauthorised third parties and to oblige its internal users accordingly.

(3) The Customer is responsible for all activities carried out via its user accounts, insofar as it is responsible for them.

(4) In the event of suspected misuse, unauthorised use, data loss or security incidents, the Customer must inform visotask without delay.

(5) visotask is entitled to take technical measures to protect the platform, the user accounts and data integrity, in particular password rules, security queries, access restrictions or temporary blocks.

§ 5 Obligations of the Customer

(1) The Customer undertakes to use the platform only within the framework of the applicable laws, official requirements, contractual agreements and these GTC.

(2) The Customer is in particular obliged:

- to enter or have processed only such content, data and information whose use is lawful, - not to disseminate any unlawful, misleading, offensive, discriminatory or harmful content via the platform, - not to introduce any malware, viruses, scripts or other harmful code, - not to carry out any inadmissible automated access, scraping, crawling, load testing or circumvention activities, - not to use the platform abusively or to impair its availability, integrity or security, - to provide all necessary contributions in good time, - to instruct its internal users to comply with these GTC.

(3) Insofar as the Customer processes personal data via the platform, it is responsible for the lawfulness of the collection, processing and use of this data, insofar as visotask does not process such data as a controller in its own right.

(4) The Customer remains solely responsible for its content, settings, forms, communication content, appointments, booking flows, consent texts, legal texts, documents and other information provided by it.

§ 6 Availability, maintenance and support

(1) visotask endeavours to ensure the highest possible availability of the platform within the scope of technical and operational possibilities.

(2) Continuous, uninterrupted and error-free availability at all times is not owed.

(3) visotask is entitled to carry out maintenance work, updates, upgrades, security patches, further developments or other technical measures. This may result in temporary restrictions or interruptions.

(4) Insofar as support services are agreed, visotask provides these within the scope of the booked plan, the agreed support channels and the usual business hours, unless otherwise agreed.

§ 7 Remuneration, plans and payment

(1) The fees stated in the offer, in the ordering process or on the pricing page apply to the use of the paid services. Unless expressly stated otherwise, all prices are net plus statutory value added tax.

(2) Billing is carried out, depending on the booked plan, monthly or annually in advance.

(3) Payment is processed via Stripe or another payment service provider used by visotask, as well as via the payment methods offered in the ordering process.

(4) The Customer authorises visotask or the payment service provider used to collect or charge the respective fees due in accordance with the chosen plan and billing interval.

(5) The Customer is obliged to provide a valid, chargeable and up-to-date payment method and to update changes without delay.

(6) Invoices are made available to the Customer in electronic form, in particular by e-mail or in the customer account.

(7) If the Customer is in default with payments or a charge fails, visotask is entitled to:

- inform the Customer thereof, - carry out further permissible charging or collection attempts, - temporarily restrict access in whole or in part, - assert statutory default interest and other legally permissible costs.

(8) Set-off is only permitted against undisputed or legally established claims. A right of retention may only be exercised on account of counterclaims arising from the same contractual relationship.

§ 8 Term, renewal and termination

(1) The term of the contract is governed by the plan chosen by the Customer or by the individually concluded agreement.

(2) Plans booked on a monthly basis run for an indefinite period and may be terminated by either party at the end of the current billing period.

(3) Plans booked on an annual basis run for the respective agreed minimum term and are automatically renewed for the same further term unless terminated with 30 days' notice to the end of the respective term.

(4) The right to extraordinary termination for good cause remains unaffected.

(5) Terminations require at least text form, unless a simple termination option is provided in the customer account.

(6) Fees already paid for current billing periods will not be refunded on a pro rata basis, unless mandatory statutory provisions provide otherwise or visotask expressly agrees otherwise in an individual case.

(7) Upon termination of the contract, the Customer's right to use the platform ends. visotask is entitled to block access and to delete or anonymise data in accordance with the contractual agreements, statutory retention obligations and data protection requirements.

§ 9 Plan changes, additional services and changes to the scope of services

(1) Where provided for, the Customer may book additional services or switch to a different plan.

(2) The conditions and prices stated in the offer, in the ordering process or in the service description apply to upgrades, downgrades, additional modules, additional users, additional quotas, individual services or other extensions.

(3) visotask is entitled to adapt, expand or discontinue services, provided that the essential purpose of the contract is not thereby unreasonably impaired.

§ 10 Rights to the platform

(1) All rights to the platform, the software, the databases, the source code, the design, the user interfaces, logos, trademarks, documentation, configurations, templates and other components remain with visotask or the respective rights holders.

(2) visotask grants the Customer, for the duration of the contract, a simple, non-exclusive, non-transferable and non-sublicensable right to use the platform within the contractually agreed scope.

(3) The Customer is not entitled to copy, reproduce, resell, rent out, license, decompile, analyse by reverse engineering or make the platform or parts thereof accessible to third parties without authorisation, unless this is mandatorily permitted by law.

§ 11 Customer data and content

(1) The data, content and documents entered, uploaded, imported or generated in the platform by the Customer or its users remain the property and/or responsibility of the Customer or the respective authorised parties.

(2) The Customer grants visotask the rights required for the performance of the contract in order to store, process, transmit, back up, display and make accessible this data technically within the scope of the functions provided.

(3) visotask is not obliged to review, monitor or legally evaluate the content or data provided by the Customer, insofar as there is no statutory obligation to do so.

§ 12 Data protection and processing on behalf

(1) visotask processes personal data in accordance with the applicable data protection laws.

(2) Insofar as visotask processes personal data on behalf of the Customer, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR, insofar as this is legally required.

(3) In cases of processing on behalf, the Customer remains responsible for the lawfulness of the data collection, the selection of the legal bases, the fulfilment of any information obligations and the admissibility of the processing.

(4) Further information on data processing by visotask can be found in the privacy policy.

§ 13 Confidentiality

(1) Both parties undertake to treat as confidential all confidential information of the respective other party that becomes known to them in connection with the contractual relationship and to use it only for contractual purposes.

(2) Confidential information shall be deemed to include, in particular, technical, organisational, economic and business information, access data, non-public product information, prices, concepts, documents and data.

(3) Information shall not be deemed confidential if it:

- is generally known or becomes generally known without breach of this obligation, - was already lawfully known to the receiving party, - was lawfully obtained from third parties without any confidentiality obligation, - must be disclosed due to a statutory obligation or an official order.

§ 14 Liability

(1) visotask is liable without limitation in the event of intent and gross negligence, in the event of injury to life, body or health, and in accordance with mandatory statutory liability provisions.

(2) In the event of slightly negligent breach of essential contractual obligations, visotask is liable only for the foreseeable damage typical of the contract. Essential contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely.

(3) In all other respects, the liability of visotask is excluded.

(4) The above limitations of liability also apply in favour of the legal representatives, employees, bodies, vicarious agents and subcontractors of visotask.

(5) visotask is in particular not liable for:

- content, data or documents that are entered, processed or sent by the Customer or its users, - the lawfulness of the Customer's use of the platform, - acts or omissions of the Customer, its users, clients, end customers, technicians or other third parties, - outages, disruptions or delays outside the sphere of influence of visotask, - the Customer's business decisions, marketing measures, advertising results, conversion targets or the success of sales measures.

§ 15 Indemnification

(1) The Customer indemnifies visotask against all third-party claims asserted on account of an unlawful use of the platform for which the Customer is responsible, unlawful content, processing in breach of data protection law, trademark infringements, copyright infringements, breaches of competition law or other legal infringements.

(2) The indemnification also covers the reasonable costs of legal defence, including lawyers' and court costs.

(3) The prerequisite is that visotask informs the Customer of asserted claims without delay, enables it — insofar as legally permissible — to conduct the defence and cooperates to a reasonable extent.

§ 16 Blocking

(1) visotask is entitled to temporarily block the access of the Customer or of individual users in whole or in part if:

- there is a material breach of these GTC, - there are concrete indications of misuse, - the security, integrity or availability of the platform is endangered, - the Customer is in default with payments due, - this is necessary to avert legal, technical or security-related risks.

(2) visotask will take appropriate account of the legitimate interests of the Customer and will, insofar as possible and reasonable, inform it in advance or without delay after a block.

§ 17 Amendments to the GTC, services and prices

(1) visotask is entitled to amend these GTC, service descriptions, technical requirements, functions and prices with effect for the future, insofar as there is an objective reason for doing so. An objective reason exists in particular in the case of:

- changes in the legal situation or case law, - changes in technical framework conditions, - security requirements, - changes affecting third-party providers or infrastructure partners, - further developments of the platform, - adjustments to the business model.

(2) visotask will inform the Customer of material changes in good time in text form.

(3) Price changes apply only to future billing periods. Periods already paid for remain unaffected.

(4) If a change is unreasonable for the Customer, the Customer may extraordinarily terminate the contractual relationship as of the date on which the change takes effect.

§ 18 Final provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is München, provided that the Customer is a merchant, a legal person under public law or a special fund under public law.

(3) Should any provision of these GTC be or become wholly or partially invalid, impracticable or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties will replace the invalid, impracticable or unenforceable provision with a valid provision that comes as close as possible to the economic purpose of the original provision. The same applies to any gaps in the provisions.

(4) Side agreements, amendments and supplements to this contract require at least text form, unless a stricter form is prescribed in these GTC or by law.