Allgemeine Geschäftsbedingungen (General Terms and Conditions)

Oliver Wagener · "Zirko" software

This is a courtesy translation. The German version of these Terms is the legally binding one; in case of any discrepancy between the German and the English version, the German version prevails (§ 15 (6)).

§ 1 · Scope of application, contracting parties, target group

1. These Terms apply to the provision of the software Zirko for use over the internet (software as a service) by Oliver Wagener, Ahnekamp 41, 31137 Hildesheim (the "Provider").
2. The offering is aimed exclusively at Unternehmer (entrepreneurs within the meaning of § 14 BGB — any natural or legal person acting in the exercise of their trade, business or profession), at legal persons under public law and at special funds under public law (öffentlich-rechtliche Sondervermögen). No contract is formed with Verbraucher (consumers within the meaning of § 13 BGB). By placing the order, the Customer warrants that they are acting in the exercise of their trade, business or independent professional activity.
3. Deviating or supplementary terms of the Customer do not become part of the contract, even if they are not expressly objected to.
4. The data processing agreement (Auftragsverarbeitungsvertrag, AVV) pursuant to Art. 28 DSGVO (GDPR) is an integral part of this contract (Annex 1, available at zirko.io/avv). In matters of data protection it takes precedence over these Terms.
5. How the Annexes are incorporated. The Annexes named in § 16 become an integral part of the contract upon registration. There, in a declaration that refers to these Terms, the data processing agreement and the privacy policy (Datenschutzerklärung) and links directly to each of the three documents, the Customer confirms that they have taken note of them and agree to them. No separate declaration is required for the data processing agreement; it is an Annex to these Terms and is accepted together with them (Art. 28 (9) GDPR). The Provider records which version was agreed to, when and by whom, and makes this information, together with all documents, permanently available to the Customer in the application. For this purpose, every version bears a date ("Stand").
6. Language of the contract. The language of the contract is German. For Customers established outside Germany, Austria and Switzerland, the Provider additionally makes these Terms and their Annexes available in English; the English version serves comprehension. In the event of discrepancies between the versions, the German version prevails (§ 15 (6)). The Provider points out that the user interface of the software is available in further languages; this gives rise to no claim to a version of the contract in such a language.
7. The Customer is the business, not the individual person who operates it.

The Customer and contracting party of the Provider is the business (Betrieb): the undertaking for which the software is used, with the company name and the address stated at set-up. The rights under this contract accrue to it, it owes the remuneration, and only it can terminate. In the case of a sole trader (Einzelunternehmer), the business and the person are the same legal person; in every other legal form they are not.

Whoever carries out the registration does not thereby become a contracting party themselves. They act for the business and, by registering, warrant that they have the authority to do so. If they lack that authority, the contract with the business is formed only once the business ratifies it (Genehmigung — subsequent ratification of the act of an unauthorized agent, §§ 177 et seq. BGB); otherwise § 179 BGB (liability of a person acting without authority, falsus procurator) applies.

Registration by an employee (Beschäftigter). If an employee of the business is the first to register, this gives rise to no payment obligation of the business as long as nothing has been booked: the trial period (Testphase) is free of charge (§ 2 (3)), and a paid subscription arises only upon booking via Paddle (§ 3). Only an access with administration rights can trigger this booking (§ 5 (9)); whoever triggers it thereby again warrants that they have the authority to do so. The business may ratify a booking declared without authority — in which case it owes the remuneration from the outset — or refuse ratification; in that case the Provider looks to the person who acted without authority, not to the business.

The business is at the same time the controller (Verantwortlicher) within the meaning of data protection law and thus the party to the data processing agreement (Annex 1) — not the individual user account (Nutzerkonto) that agreed to it.

§ 2 · Formation of the contract and trial period

1. The presentation of the services on the website is not a binding offer.
2. By submitting the registration the Customer makes an offer; the contract is formed when the access is activated or upon confirmation in text form (Textform within the meaning of § 126b BGB — a legible declaration on a durable medium naming the declaring person; an email suffices, no signature is required).
3. The Provider may grant a free trial period (Testphase) of 14 days. The Provider does not require any payment details for this. The trial period ends automatically; it does not convert into a paid subscription of its own accord. After it expires, access is read-only until a booking is made: reading, printing and exporting, canceling (Storno) and making reducing corrections to accounting documents (Belege) already issued, and recording incoming payments remain possible; creating, changing and deleting data and issuing new accounting documents do not. Emails sent to the inbound address continue to be accepted by the software (§ 8 (1) lit. d).

The trial period is granted once per person. If the same person creates a further business, that business is created without a trial period; it is restricted in the same way until a booking is made. This does not limit the number of businesses a person may create.

A business for which no paid booking is ever made is deleted. If no booking is made after the end of the trial period — or, for a business without a trial period, after it has been created — § 12 (4) applies accordingly: access continues in read-only form for 30 days, the Customer can export their data in full during that time, the Customer is notified at the beginning of that period as well as 14 days and 3 days before it expires, and after it expires the data are deleted. The Provider does not retain them beyond that — not even in order to fulfill statutory retention obligations of the Customer (§ 7 (4)). If the Customer books within that period, the deletion does not take place. Personal data for which no purpose continues to exist must be erased (Art. 5 (1) (e), Art. 17 (1) GDPR).

1. The Customer is obliged to provide their details — in particular company name, address and tax details — completely and correctly and to keep them up to date.

§ 3 · Payment processing — Paddle as Merchant of Record

1. Payments are processed via Paddle (Paddle.com Market Ltd.). In doing so, Paddle is not merely a payment service provider, but the contracting party of the purchase transaction (Merchant of Record): Paddle sells in its own name, owes the VAT (Umsatzsteuer) in the respective country and issues the invoice for the subscription to the Customer itself.
2. The terms of Paddle therefore apply additionally to the purchase transaction. For the service itself — that is, the software and its availability — the Provider remains the contracting party; these Terms apply to it.
3. Payment details (card details, bank details) do not reach the Provider. They are held exclusively by Paddle. The Customer manages payment methods and retrieves invoices for the subscription in Paddle's customer portal; the software refers them there.
4. Not to be confused: the invoices for the Zirko subscription are issued by Paddle. The invoices that the Customer issues with Zirko to their own customers are entirely independent of them; they are the Customer's documents and are subject to the Customer's statutory retention obligation (§ 7).

§ 4 · Subject matter of the services

1. The Provider makes the respective current version of Zirko available to the Customer for use over the internet. There is no claim to the provision of the program code.
2. The range of functions comprises in particular: customer and master data management, project management, scheduling and time tracking, quote, order and invoice management including interim invoices and final invoices, dunning, job costing, management of incoming documents, and a mobile application for the site (Baustelle). Which of these functions are included in the plan chosen by the Customer is governed exhaustively by § 8 (1) lit. d). In addition there are the automated messages under paragraph 5; they are not part of the license remuneration, but a separately bookable add-on under § 8 (1). For invoicing, the country restriction in § 9 applies in addition.
3. The Provider develops the software on an ongoing basis. Changes and extensions are permissible to the extent that they do not restrict the contractual benefit and are reasonable for the Customer. The discontinuation of a material function promised under the contract entitles the Customer to extraordinary termination for good cause (außerordentliche Kündigung aus wichtigem Grund, cf. § 314 BGB).
4. Services that are not owed: data preparation, bookkeeping, tax or legal advice, individual customizations and the connection to third-party systems, unless expressly agreed.
5. Automated messages — what they do and what they expressly do not do.

a) At the Customer's instigation, the software sends messages according to fixed rules ("automations"): reminders to the Customer themselves and to their employees, follow-up messages and appointment reminders to the Customer's own customers, and requests to the latter to provide documents via a time-limited link. The Customer switches on each automation individually, sets its time limits and, where the message reaches a third party, maintains its text template. Which automation writes to which group of recipients is shown by the application at the respective automation. The automations are a separately bookable add-on (§ 8 (1)); during the trial period under § 2 (3) they are included without separate remuneration. b) Fixed rules, no model. Neither the decision whether a message goes out nor its wording is produced by artificial intelligence. For this purpose — and in the rest of the product — the Provider uses no third party's language or speech recognition model and transmits no data to any such provider for this purpose. c) No decision about persons. An automation does not issue any document, does not change any document, does not release anything and does not trigger any payment. It sends a message and records the dispatch. One single automation sends nothing, but assigns: for each project status, the Customer can specify by name which of their employees are assigned to the project when that status occurs; the automation enters exactly those persons. It selects no one and removes no one. d) The Customer is responsible for what goes out. The Customer decides on the occasion, the group of recipients and the wording; the Provider does not check the content of the text templates. In particular, the Customer ensures that the messages to their own customers are permissible under the law applicable at the recipient's place of establishment — the line between a contract-related message and advertising is not drawn the same way in every country. § 10 (3) (indemnification — Freistellung from third-party claims) applies accordingly. e) Dry run and log. For the automations, the application shows a dry run ("What would the next run do?") and a log of the runs carried out, with time and recipient; the log goes back 30 days. f) Switching on and off. Automations are switched off by default. As long as an automation is switched off, the Provider sends no message from it. Switching on and off takes effect immediately. g) No claim to a particular set. The Provider may add to, change or replace individual automations as long as the purpose of the function is preserved; paragraph 3 applies accordingly. h) Dunning is not an automation within the meaning of this paragraph. The settings of the dunning function apply to the dunning run; letters b) to e) apply to it accordingly.

§ 5 · Licenses, right of use, accesses

1. Zirko is licensed per person, not per business (Betrieb) and not per device. There are two license types:

1. Each person occupies exactly one license. An office license includes the mobile application; no surcharge is levied for it. A sole proprietor (Einzelunternehmer) needs exactly one office license.
2. Deactivated employees do not occupy a license; the remuneration for the license does not end as a result.

No more persons can actively use the software than there are licenses booked, determined for each license type under paragraph 1; the office seats included in the chosen plan count as booked office licenses (§ 8 (1)). The Customer may invite persons irrespective of this; an invited person can use the software only once a license of the type required for their role is free. The Customer books further licenses via the function provided for that purpose.

If the Customer deactivates a person, that person's license becomes free and can be occupied by another person. This does not end the remuneration for the license; it ends only when the Customer relinquishes the license (§ 8 (3) lit. b).

The limitation in this paragraph does not apply during the trial period under § 2 (3), as long as the Customer has not started a chargeable booking. If the Customer has started a booking, the smallest number of licenses of each type chosen in that booking is the limit under this paragraph for no longer than 24 hours from the first selection.

More active persons than licenses booked. If, when the chargeable booking is completed or at any later time, more persons are active than licenses of the respective type are booked, no one is blocked for that reason. In that case, further persons can use the software only once a license of the required type is free again; to that end the Customer books additional licenses or deactivates persons.

1. For the term of the contract the Customer receives a non-exclusive, non-transferable right to use the software to the agreed extent (einfaches Nutzungsrecht within the meaning of § 31 (2) UrhG — the German Copyright Act). Passing it on to third parties, use for third parties (in particular as a service to other businesses) as well as reproduction, adaptation and reverse engineering are not permitted; § 69e UrhG (decompilation for interoperability) remains unaffected.
2. Accesses are tied to a person. The shared use of one access by several persons is not permitted.
3. The Customer keeps access credentials safe and notifies the Provider of any suspicion of misuse without undue delay (unverzüglich — without culpable hesitation, § 121 (1) BGB).
4. The automated messages under § 4 (5) are not a license type. They are booked per business and remunerated separately under § 8 (1); their remuneration is independent of the number of licenses. Who may switch them on and off and change their time limits and text templates follows the role model of the business — it is the same permission as for the other settings of the business.
5. The user account and the business are two different things. The software distinguishes:

• The user account (Nutzerkonto) belongs to a human being. It is tied to the email address with which that person registered and carries their name, their password and their personal settings. It still belongs to them even after they leave the business.
• The business (Betrieb) is the Customer's body of data — customers, projects, times, accounting documents, master data. It belongs to the Customer (§ 1 (7)), not to the user account that set it up.

The two are connected by a membership, which assigns exactly one role in the business to a user account. Access to the data of the business exists only for as long as this membership is active; if it is deactivated or removed, access ends immediately and completely — including for a session that is already open.

A user account may hold memberships in several businesses — for example if the same person is invited by two businesses. There is no entitlement to switch between several businesses within one login or to access several of them at the same time.

Removing a membership does not affect the user account; it ends only the affiliation with the business. Conversely, paragraph 11 applies.

1. The administration access — who decides about the business.

In every business there is at least one access with administration rights (in the application "Büro – Admin" / "Office – Admin"). Only it may invite, deactivate and remove employees, change roles and manage the subscription (§ 3 (3)). The first administration access goes to the person who set up the business.

Handover during ongoing operation. An administration access may grant administration rights to any other active access of the business and withdraw them again. It can neither withdraw the rights from itself nor deactivate or remove itself. This ensures that at least one administration access always remains.

Duty of the Customer. The Customer ensures that the administration access is always held by a person who has authority to act for the Customer, and withdraws it before that person leaves. The Provider does not withdraw the administration access on its own initiative; the transfer upon proof under the following paragraphs remains unaffected.

Transfer of the administration access upon proof. If the only administration access is held by a person who is no longer permitted to act for the Customer or cannot be reached, the Provider transfers the administration rights to a user account named by the Customer. This requires a request in text form (Textform) and proof that the person making the request is the Customer and has authority to act for the Customer. One of the following suffices as proof, provided that the company name and address stated in it match the master data stored in the business:

a) an extract from the Handelsregister (German commercial register), the Firmenbuch (Austrian commercial register) or the Handelsregister (Swiss commercial register) showing the person making the request as having power of representation (Vertretungsbefugnis); b) for businesses without a register entry, the Handwerkskarte (the certificate of entry in the Handwerksrolle) or an extract from the Handwerksrolle (the register of skilled crafts kept by the Chamber of Skilled Crafts), failing that the Gewerbeanmeldung (registration of a business with the local trade office), in each case made out to the person making the request; c) in addition or — if an official document under letter a or b cannot be obtained — in its place, proof of control over the email domain stored in the business or over the means of payment stored for the subscription.

In doing so, the person making the request affirms in text form that they have authority to act for the Customer, and indemnifies the Provider against claims arising from that affirmation having been incorrect.

The Provider informs the previous holder of the administration access beforehand in text form and carries out the transfer no earlier than 14 days thereafter.

Objection by the previous holder. The previous holder is not a contracting party of the Provider (§ 1 (7)); the accesses and the data of the business belong to the Customer, not to that person. Their objection therefore stops the transfer only if it disputes the authority of the person making the request to represent the Customer and substantiates this with evidence of at least equal rank: an official document under letter a or b naming the previous holder, a notarially recorded resolution, or a court decision. In that case the Provider does not carry out the transfer, but informs both sides that the matter is to be settled between them; it does not decide that dispute. An objection without such evidence does not prevent the transfer. The Provider points out to the previous holder the possibility of seeking interim relief from the courts (gerichtlicher Eilrechtsschutz) and waits out the 14 days in every case.

Scope of the transfer. The Provider grants administration rights to the named user account and ends the membership of the previous holder, both in one operation. Nothing is deleted: neither data of the business nor the user account of the previous holder (paragraph 8). The Provider does not hand out any data and does not set up any access outside the business. If the transfer subsequently turns out to have been incorrect, the Provider reverses it by the same route and against the same standard of proof. It records the request, the proof, the notification, any objection and the change carried out, in each case with the date, and makes this record available to both sides on request.

1. When a user account is deleted. Every person can delete their own user account in the application themselves; to confirm, they enter their own email address. The application shows beforehand what will happen. The following applies:

a) Deleted are the account, the profile including the profile picture, all memberships and all invitations sent to that address. b) Not deleted is what the Customer must retain or needs as evidence: recorded times, absences, assignments, reports, accounting documents including their attachments, payments and project histories (Art. 17 (3) (b) GDPR, § 147 AO (Abgabenordnung — German Fiscal Code), § 16 (2) ArbZG (German Working Hours Act)). In these records the identifier of the originator remains; after the deletion it can no longer be resolved to any name. c) Blocked. Deletion is not possible for as long as the person is the only active administration access of a business in which other persons still work. It becomes possible as soon as the administration rights have been handed over in accordance with paragraph 9. d) If no one is left, that is, if no one else works in this business any more, the account is deleted and the business is marked as orphaned. Its data is not deleted as a result; § 12 (4) and (5) apply. In doing so, the Provider records the day from which it may remove the business: in the case of documents subject to a statutory retention obligation, only after the retention period at the seat of the business (§ 7 (3)) has expired, counted from the end of the calendar year — for this purpose the Provider applies the longest period of that country, because it does not assess the nature of the individual document —, otherwise 30 days after the deletion. This period is an upper limit for storage at the Provider and is not a statement about how long the Customer must retain records; § 7 (3) governs that.

Until then there is no access to this data; the Provider will not make it available again, not even on request. The export must be carried out beforehand; the application points this out when the deletion is made.

1. Deleting a user account is not a termination. It does not end this contract and in particular does not end a running subscription; § 12 alone governs that. Anyone who wants to end the contract terminates it; if the user account is also to be deleted, the contract must be terminated first and the account deleted afterwards.

§ 6 · Availability, maintenance, support

1. The Provider performs the service with the care of a prudent merchant (Sorgfalt eines ordentlichen Kaufmanns, § 347 HGB — the German Commercial Code) and provides it on infrastructure of reputable providers in the European Union.
2. The Provider does not commit to any particular availability rate. Round-the-clock availability is aimed at; excluded are periods of maintenance, disruptions outside the Provider's sphere of influence (in particular failures of upstream providers, network disruptions, force majeure (höhere Gewalt)) and attacks by third parties.
3. Maintenance work is carried out outside normal business hours where possible and is announced in so far as it is foreseeable.
4. Recording without a network connection. The mobile application accepts time entries and project messages even without a network connection and transmits them subsequently as soon as a connection exists again. All other functions — in particular the entire quoting and invoicing system — require a network connection. There is no entitlement to full offline functionality.
5. The Provider provides support by email to support@zirko.io in German and English during normal business hours. No response time is promised, nor is support in the language of the user interface.
6. Where the service is performed — the handover point. The Provider performs its service at the point at which the data center used connects to the internet. The Customer is responsible for the connection between that point and the Customer's workplace or site; this includes the Customer's internet access, the mobile network coverage at the site of the assignment, the Customer's devices and their browsers. Failures arising there are not a disruption of the Provider's service. Paragraph 4 (recording without a network) remains unaffected.

§ 7 · Record-keeping obligations, unchangeability, GoBD — how responsibility is divided

1. What the Provider delivers. The software ensures that issued documents are unchangeable: after being issued they can be neither altered nor deleted. Document numbers are assigned without gaps and consecutively per number range (Nummernkreis). The Customer can export their documents at any time as a PDF and — in so far as provided for the target country — as a structured file. How this is implemented in detail is described in the Verfahrensdokumentation (the procedural documentation required by the GoBD — the German principles for the proper keeping and retention of books, records and documents in electronic form and for data access, an administrative instruction of the Federal Ministry of Finance), which the Provider provides to the Customer for presentation to their tax adviser (Steuerberater — a regulated profession in Germany).
2. Correction instead of amendment. An incorrect invoice that has been issued is corrected by a Storno (a reversal document that cancels the first in full) or by an invoice correction (Rechnungskorrektur) — that is, by a second document alongside the first, never by amending the first.
3. What remains with the Customer. The statutory retention obligation lies with the Customer, not with the Provider. How long it lasts is determined by the law at the seat of the Customer, and the periods differ considerably: for bookkeeping records they range, across the countries listed in § 9 (1), from five years (among others the Czech Republic, § 31 odst. 2 písm. b) zákona č. 563/1991 Sb., and Poland, art. 74 ust. 2 ustawy o rachunkowości) to ten years (among others Germany, Switzerland and Italy). Within one country the period may in addition depend on the type of document: in Germany, invoices and accounting vouchers have had to be retained for eight years since 1 January 2025 (§ 147 (3) sentence 1 AO (Abgabenordnung — the German Fiscal Code) as amended by the Fourth Bureaucracy Relief Act; for invoices additionally § 14b (1) sentence 1 UStG (German VAT Act)), while books, inventories and annual financial statements continue to be retained for ten years (§ 147 (1) no. 1 AO); Austria (§ 132 (1) BAO — the Austrian Federal Fiscal Code, seven years) and Switzerland (Art. 958f (1) OR — the Swiss Code of Obligations, ten years) apply the same period to both. Which period Zirko applies for the Customer's country is shown by the application in Settings under Retention, together with the source; what governs is the law, not this display. Equally remaining with the Customer are the accuracy and completeness of the Customer's entries, the mandatory particulars on the Customer's invoices (§ 14 (4) UStG) and the preparation of the Customer's own Verfahrensdokumentation. The Provider is not an archiving service provider.
4. The Provider owes no retention beyond the end of the contract. Beyond the periods governed by § 5 (10) and § 12 (4), it does not store the Customer's data (Art. 28 (3) (g), Art. 5 (1) (e) GDPR). The Customer must export the records subject to a retention obligation before the period under § 12 expires and retain them themselves.
5. No certification. For bookkeeping software there is no official attestation and no certification by the tax administration in Germany. The Provider does not advertise with one and does not promise one. The assessment in an individual case is a matter for the tax authority.

§ 8 · Remuneration, due date, price adjustment

1. The remuneration is determined by the plan chosen by the Customer, by the number of licenses booked beyond that, by the add-ons booked and by the billing period chosen (monthly or annual). The prices displayed when the contract is formed apply:

The monthly column states the amount per billing month where billing is monthly, the annual column the amount per billing year where billing is annual. With annual billing the amount per month is lower than with monthly billing; the size of the advantage differs from item to item and is shown when the booking is made.

Beyond the plan booked:

The following applies to the plans:

a) Only office seats are included. Field licenses are not included in any plan and are remunerated separately per person. b) An office license includes the use of the mobile application by the same person (§ 4). No additional field license is payable for that person. c) The Customer chooses the plan. The plan chosen determines the range of functions under letter d); the number of persons employed or invited does not. If the Customer needs more office seats than their plan includes, they book further office seats in addition or switch to a larger plan. The Provider does not switch the plan of its own accord. Switching to a larger plan is governed by paragraph 3, letter a), switching to a smaller plan by paragraph 3, letters b) to d). d) The plans differ in the number of office seats included and in five functions. Which these are is set out exhaustively in this table. One of them — the import of tenders and supplier catalogs, two rows in the table — is tied to the business's country; the paragraph below the table applies to it:

Tenders and supplier catalogs only where offered in the business's country. These formats are tied to countries; what counts is the country in which the business has its seat. Offered, in the "Team" and "Betrieb" plans, are:

• the import of tenders in the GAEB format for businesses with their seat in Germany, Austria, Switzerland and Luxembourg, and in the ÖNORM A 2063 format for businesses with their seat in Austria;
• the import of supplier catalogs in the DATANORM format for businesses with their seat in Germany, Austria and Switzerland.

If a format is not named above for the business's country, no plan includes it. If none is named for a country, the plans differ there only in the other functions in this table. The Provider may offer a format for further countries (§ 4 (3)). Which functions form part of the plan in the Customer's country is stated on the pricing page of the market concerned before booking.

The allowance of incoming invoices in the "Team" plan relates to the calendar month. Once it is exhausted, no further incoming invoices can be newly recorded in that calendar month; unused amounts are not carried over to the following month. The calendar month is determined by the time zone stored for the business or, failing that, by the time zone of its country. An incoming invoice is newly recorded when it is uploaded or taken over from the inbox; a record that is later deleted remains counted, while editing an existing one does not count. Emails sent to the inbound address are accepted by the software even if they cannot be taken over — because the allowance has been exhausted, the plan does not include the function or access is read-only (§ 2 (3), paragraph 5, § 12 (4)) — and are kept available in the inbox at least until the end of the calendar month following the month in which they could not be taken over; the same time zone as for the allowance applies. If the allowance has been exhausted, they can be taken over from the following month onward and count toward that month's allowance.

In all other respects the range of functions under § 4 is the same in all plans; there is no further function that would be reserved to one plan alone. In particular, the issuing of invoices in all formats provided for under § 9, time tracking, project management, the mobile application and the complete data export are available in every plan. For scheduling, paragraph 1, letter e) applies.

Existing data is retained in every case. If the Customer switches to a plan that does not include one of these functions or includes it to a lesser extent, the following applies: incoming invoices already recorded, tenders and supplier catalogs already imported, assignments already planned and the costs and times allocated to a project remain readable, searchable and exportable; ongoing operations on them — in particular editing, allocation and the recording of payments against existing incoming invoices — remain possible. What is restricted is solely the creation of new items.

A chain of interim invoices that has been started is not converted. If a cumulative interim invoice has already been issued for a construction project, it can be continued cumulatively up to the final invoice, even if the plan no longer includes this function.

During the trial period (Testphase) under § 2 (3), all functions in this table are available without separate remuneration — the two country-bound rows where they are offered in the business's country. They do not automatically convert into a chargeable booking when it ends; from that point on, the plan booked applies. e) Scheduling. In the "Betrieb" plan it is included without separate remuneration. With the "Einzel" and "Team" plans it can be booked as an add-on. If the Customer switches to the "Betrieb" plan, the add-on ceases upon the switch; it is no longer charged from that point on. The same service is not remunerated twice. f) Remuneration is payable for the licenses booked. The Customer adds office and field licenses via the function provided for that purpose and relinquishes them there. The sole determining factor for the remuneration is the number of licenses booked — not the number of invited, active or deactivated persons. How many persons can use the software at the same time is governed by § 5 (3).

Two add-ons can be booked in addition:

The following applies to the add-ons:

a) It is billed per business and not per person. Its remuneration is independent of the number of licenses. Paragraph 3 applies accordingly to the booking and to the cancellation: if the add-on is booked in addition during a current billing period, it is charged pro rata for the remainder of that period. If it is canceled, it ends upon expiry of the current billing period. Until then it remains usable; no refund or credit is given for the current period. The cancellation can be reversed up until it is executed, via the function provided for that purpose. b) The Automation add-on covers all automated messages under § 4 (5). Individual automations cannot be booked separately; which of them the Customer switches on is left to the Customer (§ 4 (5) (f)). c) During the trial period under § 2 (3) it is included without separate remuneration. It does not automatically convert into a chargeable booking when the trial period ends. d) Without a booking, the Provider sends no automated message once the trial period has ended. The other functions under § 4 remain unaffected by this.

No further charges are payable. The remaining range of functions under § 4 is covered by the license remuneration.

All prices are quoted plus VAT (Umsatzsteuer) at the applicable rate. Billing is in the currency of the contract country (§ 9 (1)) — that is, in the same currency in which the Customer issues their own invoices. Conversion or foreign-transaction fees charged by the card-issuing institution therefore do not arise. Romania is excepted: the payment service provider (§ 3) does not support the Romanian leu, which is why billing there is in euros; any conversion or foreign-transaction fees charged by the card-issuing institution are borne by the Customer in that case. A separate price table applies to each contract country; the amounts in those tables are not converted into one another but are set individually for each country. The amount displayed when the booking is made and the currency displayed there are authoritative.

1. The remuneration is payable in advance for the period chosen; Paddle carries out the debit (§ 3).
2. The billing period is the unit in which billing takes place. What the Customer has paid for a period is theirs in full for that period; what they book in addition costs them only the remaining part of it.

a) If the Customer books licenses or an add-on in addition, or switches to a larger plan, during a current period, the additional license, the add-on or the difference in price to the larger plan is charged pro rata for the remainder of the period and is usable immediately. The pro rata calculation is based on the time remaining in the billing period; Paddle carries it out (§ 3). b) If the Customer relinquishes licenses, switches to a smaller plan or cancels an add-on under paragraph 1, this takes effect upon expiry of the current billing period — with monthly billing therefore at the end of the current billing month, with annual billing at the end of the current term. Until then the previous plan, the add-on and the licenses occupied by active persons remain usable; a relinquished license can be newly occupied only after the relinquishment has been reversed (letter d). The same applies to the licenses that cease upon a switch to a smaller plan. Execution in accordance with the sub-paragraph "Execution before the effective date" is reserved.

Relinquishment of licenses. The Customer can relinquish only licenses that are not occupied by an active person; anyone wishing to relinquish an occupied license first deactivates the person (§ 5 (3)). If, nevertheless, more persons are active on the effective date than licenses remain, no one is blocked; the relinquishment then takes effect only for the free licenses, and the remaining licenses continue to be remunerated under paragraph 1. The Provider notifies the Customer of this without undue delay in text form; the Customer can declare the relinquishment again after deactivation.

Execution before the effective date. The Provider implements the cancellation with the payment service provider (§ 3) before the effective date. As a result, the canceled license or the canceled add-on ends up to two days before the effective date; no further bringing-forward takes place. The Provider shows the effective date in the application, and does so before the cancellation is triggered.

The bringing-forward concerns solely the service that was canceled; the contract in all other respects, all other licenses and the remaining range of functions remain unaffected until the billing period expires. If the Customer still needs the service concerned up to the effective date, the Provider will, upon request in text form, make it available again without undue delay and without additional remuneration up to that point in time. c) No refund or credit is given for the current period in the cases covered by letter b). The period is paid for and is made available in full. d) A relinquishment of licenses, a switch to a smaller plan or a cancellation under letter b) can be reversed up until it is executed. The Provider provides a function for this; it also shows when the change takes effect. e) Change of the billing period (monthly ↔ annual). The Customer can switch between monthly and annual billing at any time. The Provider provides a function for this. There is no minimum term and no time limit for the change.

The change takes effect immediately. The remuneration already paid for the current billing period is credited against the new billing period; the Customer pays only the difference. Letter c) does not apply here: the change does not end the current period but replaces it — what arises is therefore not a refund but a crediting.

All items of a subscription share the same billing period. A subscription cannot be billed partly monthly and partly annually. With the change, the add-ons booked under paragraph 1 therefore also move to the new billing period. The Provider shows this in the application before the change is triggered, stating for each item the previous and the future price per month as well as the amount that will be due per billing period in future.

The Customer can deselect individual add-ons when making the change. An add-on deselected in this way ends immediately upon the change; the remuneration paid for it for the current period is credited in accordance with sentence 3. This differs from the cancellation under letter b): the latter takes effect at the end of the billing period and without any crediting, and the add-on remains usable until then. The Provider expressly distinguishes the two routes in the application and states for each of them when it takes effect and how it is billed.

A cancellation under letter b) that has already been declared remains in place, provided the add-on is not deselected when the change is made; its effective date moves to the end of the new billing period. If the add-on is deselected when the change is made, the cancellation becomes devoid of purpose and ceases to apply.

No change is possible for as long as a termination of the contract effective at the end of the billing period is pending, for as long as a payment is outstanding, or immediately before a renewal of the billing period. The Provider states the reason in the application.

The change is not a price adjustment under paragraph 4. It originates from the Customer; no right of extraordinary termination arises from it.

1. Prices remain what they were when the contract was formed. The prices displayed to the Customer when the contract was formed apply, and they do so for as long as the subscription continues without interruption — including beyond renewals of the billing period. The Provider does not adjust them. New prices apply only to new contracts.

If the Customer subsequently books further licenses of the same type, the prices of their contract apply to them. If they book an add-on that their contract did not previously include, or if they change the billing period, the price displayed at the time of booking applies. If the subscription ends and the Customer concludes a new one later, the prices displayed at that time apply.

1. In the event of default in payment (Zahlungsverzug within the meaning of § 286 BGB) the Provider may suspend access after prior announcement and a reasonable Nachfrist (an additional period set for performance). Even during a suspension, read access to existing documents and their export remain available for a period of 30 days — a suspension must not cut the Customer off from their own tax records. The description of read-only access in § 2 (3) applies accordingly to the scope of access during the suspension.

§ 9 · In which countries the contract is entered into — and where the invoicing module operates

1. Where the contract is entered into. The Provider enters into the contract with Customers whose Sitz (registered office or, in the case of a sole trader, principal place of business) is in the following countries:

> Germany · Austria · Switzerland · Netherlands · Luxembourg · Ireland · > United Kingdom · Czechia · Sweden · Finland · Estonia · > Latvia · Lithuania · Malta · Cyprus · > Australia · New Zealand · Canada · United States of America · > Japan · Italy · Poland · Romania

For all other countries — in particular also France, Belgium, Norway and Bulgaria — no contract is formed. What governs is the Customer's Sitz; it is stated on registration (§ 2 (4)).

1. Country-specific requirements for electronic invoicing. The legal requirements differ considerably from country to country. Some countries require the certification or registration of the software, a report to a public authority made from within the program, or submission via an authorized service provider. The Provider does not offer such connections. Where a state prescribes a national invoice format that does not follow the European standard EN 16931, the Provider generates the file — submission is carried out by the Customer themselves (paragraph 3, the row "with self-submission").

1. Status of the invoicing module by country. The following applies:

An exception applies to the United Kingdom: invoices to the NHS require Peppol access which the Provider does not make available.

A note applies to Lithuania: businesses registered for VAT submit to the tax administration (VMI) monthly, by the 20th of the following month, the registers of invoices issued and received (i.SAF), including as a nil return. That obligation is the Customer's; the Provider submits nothing (paragraph 7).

What is displayed in the application governs. The Provider displays the status of the Customer's country before registration. It may be more conservative there than in this table, to the extent that an invoice file required for that country is not generated; it will not be more favorable than the table.

1. What a restriction means for the price. A business whose country is listed under paragraph 3 only as restricted or with self-submission, or to which the application shows a more conservative status, pays the same license fee as everyone else, even to the extent that the invoicing module is thereby not available to it, or not fully available. The Provider points this out before registration. Anyone who nevertheless books and finds that the software is of no use to them on those terms may terminate under § 12 (2); there is no right of return beyond this.

1. The Provider may change the classification of a country if the legal situation changes. If a country in which the Customer has its Sitz is moved from "available", "restricted" or "with self-submission" to "not available", the Provider will give notice of this at least three months in advance; the Customer may terminate the contract by extraordinary termination with effect from the date on which the change takes effect.
2. The same applies in reverse: if the Provider opens up a country, this gives rise to no claim to a change in price.
3. Assessing which obligations specifically apply to the Customer in their country is a matter for the Customer and their tax adviser. This applies in particular to the obligation to receive electronic invoices, which exists in several countries irrespective of whether the business itself invoices electronically.
4. Sanctions and embargoes. The Provider is an undertaking established in Germany and is therefore subject to the directly applicable sanctions law of the European Union (Art. 288 (2) AEUV (Treaty on the Functioning of the European Union, TFEU)). Its prohibitions on making funds or economic resources available (Bereitstellungsverbote) — for example Art. 2 (2) of Regulation (EU) No 269/2014 — prohibit making funds or economic resources available, directly or indirectly, to listed persons and entities or for their benefit. Access to this software is such an economic resource. The prohibition applies irrespective of the Customer's Sitz and irrespective of who processes the payment (§ 3). Accordingly, the following applies: a) No formation of a contract. The Provider does not enter into a contract with any person or undertaking that (i) is listed on a sanctions list of the European Union or of the Federal Republic of Germany, (ii) is owned, directly or indirectly, as to 50 percent or more by one or more such persons, or (iii) has its Sitz or its place of residence in a territory against which the European Union or the Federal Republic of Germany has imposed an embargo. To the extent that a statutory prohibition precludes the formation of a contract, the contract is void (nichtig, § 134 BGB). b) Termination and suspension. If one of these circumstances arises subsequently, or subsequently becomes known to the Provider, the Provider may terminate the contract without observing any notice period and suspend access immediately. The Provider informs the Customer to the extent that it is legally permitted to do so. c) The Customer's warranty. The Customer warrants that none of the circumstances under lit. a applies to it, to its shareholders or to its beneficial owners, and will notify any change without undue delay (unverzüglich) in text form (Textform). d) No passing on into embargoed territories. The Customer will not knowingly make the software, or the accesses created from it, available to persons to whom lit. a applies. e) Liability. The Provider is not liable for any disadvantages incurred by the Customer as a result of a measure under lit. a or lit. b. § 11 (1) remains unaffected. f) What happens to remuneration already paid. Remuneration for periods in respect of which the services are no longer provided because of a measure under lit. b will be refunded — to the extent that the refund is itself permitted. If it is not, because a payment to the Customer would itself infringe a prohibition on making funds available, the Provider retains the amount and pays it out as soon as and to the extent that this becomes permissible. g) No precedence for foreign law. The Provider takes measures under this paragraph only to the extent that the law of the European Union or of the Federal Republic of Germany requires or permits them. With this paragraph the Provider does not assume any obligation to comply with the sanctions law of a third country; Regulation (EC) No 2271/96 remains unaffected. h) The Provider owes no examination. This paragraph establishes a right of the Provider and not a duty owed to the Customer to examine the Customer's ownership or shareholding structure. The Customer cannot derive any claims from an examination that has not been carried out.

§ 10 · The Customer's obligations and responsibility

1. The Customer is responsible for the lawfulness of the data that they enter into the software — in particular for the legal basis for the processing of data of their own customers and of their employees (Beschäftigte). In this respect the Provider is a processor (Auftragsverarbeiter) (Annex 1). This also applies to data which the Customer has processed by means of an automation under § 4 (5); switching on an automation is an instruction from the Customer to the Provider, not consent (Einwilligung) of the data subjects concerned.
2. Employee data. If the Customer records working times and absences, they process employee data; an absence recorded as sickness may constitute data concerning health within the meaning of Art. 9 GDPR. The Customer ensures that the necessary basis exists, where applicable by involving the employee representative body (in Germany typically a works council, Betriebsrat).
3. The Customer ensures that the content they enter does not infringe the rights of third parties, and indemnifies the Provider (Freistellung) against third-party claims that are based on a breach of this obligation.
4. The Customer refrains from measures that endanger the operation of the software — in particular automated bulk retrieval outside the interfaces provided for that purpose, and attempts to circumvent access restrictions.
5. The Customer checks their accounting documents (Belege) before issuing them. After issue, any change is excluded (§ 7).
6. Automated messages reach third parties. If the Customer switches on an automation that writes to their own customers (§ 4 (5)), they ensure that approaching those recipients is permissible and that the recipients have been informed about the processing of their data. The Provider sends solely on the Customer's instruction (Annex 1); it knows neither the Customer's relationship with their recipients nor those recipients' expectations and therefore cannot assess permissibility on the Customer's behalf.

§ 11 · Rights in respect of defects and liability

1. The Provider is liable without limitation in cases of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit), for injury to life, body or health, under the Produkthaftungsgesetz (German Product Liability Act), to the extent of a guarantee expressly assumed (Garantie) and for defects fraudulently concealed (arglistig verschwiegene Mängel).
2. In the event of a slightly negligent (leichte Fahrlässigkeit) breach of an obligation whose fulfillment is what makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely (cardinal obligation, Kardinalpflicht), the Provider's liability is limited in amount to the typical, foreseeable damage for a contract of this kind (vertragstypischer, vorhersehbarer Schaden). The amount is additionally limited under paragraph 8.
3. In all other respects liability is excluded.
4. Liability without fault for defects that already existed when the contract was entered into (§ 536a (1), first alternative, BGB) is excluded.
5. Loss of data. The Provider is liable for the restoration of data only if the Customer has complied with their Obliegenheit (an incumbency — a duty owed to oneself, the breach of which gives the other party no claim but reduces or excludes one's own rights) under paragraph 6, and limited in amount to the effort that would have been necessary for restoration had the Customer properly backed up the data.
6. The Customer's Obliegenheit: The Customer exports their data at reasonable intervals, but at least at the close of each financial year. The software provides export functions for this purpose.
7. The above limitations also apply for the benefit of the Provider's employees, representatives and vicarious agents (Erfüllungsgehilfen within the meaning of § 278 BGB).
8. Maximum amount. Liability under paragraph 2 is capped at das Entgelt der letzten zwölf Monate per event of damage, and likewise capped at that amount in the aggregate for all events of damage in a contract year. The relevant period is the twelve months preceding the event giving rise to the damage; if at that time the contract has not yet been in place for twelve months, the remuneration that would have accrued over twelve months had the contract continued without termination takes the place of the remuneration paid. The parties agree that this amount corresponds to the damage typical for this type of contract and foreseeable; the Customer remains free to prove that the damage is higher, and the Provider to prove that it is lower. The limitation does not apply in the cases covered by paragraph 1. Paragraph 7 also applies to this paragraph.

§ 12 · Term, termination, data export after the end of the contract

1. The contract runs for an indefinite term; billing takes place in the period chosen (month or year). The Customer may change this period at any time; § 8 (3) lit. e) applies.
2. Ordinary termination (termination by notice): with effect from the end of the current billing period, in text form (Textform) or via the function provided for that purpose. With monthly billing the contract therefore ends at the end of the current billing month, with annual billing at the end of the current term. No notice period applies beyond this; it is sufficient that the notice of termination is received before the end of the period. Until the end of that period the contract continues with its full range of functions; no refund is made for the current period (§ 8 (3) lit. c). For the relinquishment of individual licenses, the switch to a smaller plan and the cancellation of an add-on — that is, for partial termination (Teilkündigung) — § 8 (3) lit. b) to d) applies accordingly.
3. The right to extraordinary termination for good cause (außerordentliche Kündigung aus wichtigem Grund, cf. § 314 BGB) remains unaffected. For the Customer, good cause exists in particular in the cases covered by § 4 (3), § 9 (5) and § 15 (3).
4. After the end of the contract: a) Access continues for 30 days in read-only form only. During this time the Customer can export their data.

What the Provider owes is the complete handing over of the data — documents as PDF and, where available, as a structured file; master data, customer data, project data and time data in a common tabular format; project files as an archive.

How it is delivered: the full export runs in the background and outputs the holdings in several partial archives; the application states the number and size of the parts and lists the contents of each part. In addition there is the bulk download of individual documents from the document list; it is limited to 500 documents and 40 megabytes per operation and is a selection for day-to-day work, not the handing over under this paragraph. The Provider states the limits applicable in each case in the application.

If this is not sufficient in an individual case, the Provider makes the data available by another route within 14 days upon request in text form, and does so free of charge. There is no claim to a particular file format or to a single all-in-one download.

Extension. Upon the Customer's request in text form, which must be received before the end of the period, the Provider extends it once by 30 days. The extension serves solely the export by the Customer; it does not give rise to any further right of use. b) The Provider points out the impending deletion to the Customer at the beginning of this period and 14 days and 3 days before it ends. c) After the period ends, the data are deleted. The Customer may bring the deletion forward at any time.

Backup copies. To the extent that deletion from backup copies is possible only with disproportionate effort, the Provider instead blocks the data against any further processing; they are finally deleted when the retention period of the backup copy concerned expires, at the latest after 30 days. d) The Provider does not retain the data beyond that — not even in order to fulfill the Customer's statutory retention obligations (§ 7 (4)).

1. Deleting the last access of a business (Betrieb) does not automatically result in the immediate deletion of the business's data; paragraph 4 applies. Nor is it a termination — § 5 (10) lit. d and (11) describe what happens to the business in that case and from when it may be removed.

§ 13 · Confidentiality

Both parties shall keep confidential the other party's confidential information that becomes known to them in the course of the contract and shall use it only for the purposes of the contract. This obligation continues for three years beyond the end of the contract. Statutory disclosure obligations remain unaffected.

§ 14 · Naming the Customer as a reference

The Provider may name the Customer as a reference only with the Customer's prior approval in text form (Zustimmung; Textform within the meaning of § 126b BGB). Approval may be withdrawn at any time with effect for the future.

§ 15 · Final provisions

1. The law of the Federal Republic of Germany applies, to the exclusion of the UN-Kaufrecht (the United Nations Convention on Contracts for the International Sale of Goods, CISG). Mandatory provisions of the law at the Customer's seat (Sitz) from which no derogation is permitted under that law remain unaffected.
2. The exclusive place of jurisdiction (Gerichtsstand) for all disputes arising from this contract is Hildesheim, to the extent that such an agreement is permissible. It is permissible in particular where the Customer is a Kaufmann (merchant within the meaning of the German Commercial Code, HGB), a legal person under public law or a special fund under public law (öffentlich-rechtliches Sondervermögen), where the Customer has no general place of jurisdiction in Germany, or where the permissibility follows from Article 25 of Regulation (EU) No 1215/2012 (Brussels Ia) or from Article 23 of the Lugano Convention. To the extent that an agreement on jurisdiction is not permissible, the statutory places of jurisdiction apply. Mandatory statutory places of jurisdiction remain unaffected.
3. Amendments to these Terms.

a) What approval by silence applies to. The Provider may amend these Terms with effect for existing contracts in accordance with letters c) to e), to the extent that the amendment

1. takes account of a change in the law, of a decision of a supreme court or of an order by a public authority,
2. reflects a technical or operational further development of the software without reducing the scope of the services owed,
3. names a sub-processor, a procedure or a designation that has changed,
4. closes a gap in the provisions that was not foreseeable when the contract was formed, or replaces an invalid provision, or
5. exclusively benefits the Customer or is legally and economically immaterial for them.

The amendment must not shift the relationship between performance and consideration to the Customer's detriment.

b) What it does not apply to. The following cannot be amended under this paragraph: the remuneration and the way it is calculated, the scope of the services owed under § 4, the term and the notice periods under § 12, the liability under § 11, and the applicable law and the place of jurisdiction under paragraphs 1 and 2. Such amendments require the express approval (Zustimmung) of the Customer; without it, the previous version continues to apply. For the list of countries, § 9 (5) applies. The remuneration itself is removed from amendment entirely: § 8 (4) fixes it for the duration of the subscription.

c) How the Provider notifies the amendment. The Provider notifies the amendment in text form at least six weeks before it takes effect. The notification states the previous and the new version, the reason under letter a) and the day on which it takes effect; it points out separately and prominently that silence on the part of the Customer is deemed to be approval and that the Customer may object. The Provider undertakes to give this information with every notification. The notification is sent by email to the addresses of the accounts with administrative rights (§ 5 (9)); the application additionally displays it.

d) What silence means. If the Customer does not object within six weeks of receipt of the notification, the amendment is deemed to have been accepted. The objection requires no particular form; it can be made in the application or in text form to the address stated in the Impressum (legal notice).

e) What an objection brings about. If the Customer objects, the previous version continues to apply to them. In that case either party may terminate the contract with effect from the date on which the amendment takes effect; if neither does, the previous version remains in place. If the contract ends as a result of such termination, the Provider refunds, pro rata via the payment service provider, the fee already paid for the period after the end of the contract.

f) Precedence of Annex 1. For amendments to Annex 1 (Auftragsverarbeitungsvertrag) the rules set out there take precedence.

1. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.
2. Transfer of the contract to a newly formed company. The Provider is entitled to transfer its rights and obligations under this contract, including its Annexes, to a company founded by the Provider that continues the Provider's business operations. The Provider gives notice of this in text form at least 30 days in advance; the transfer must not lower the level of protection provided by Annex 1. If the Customer objects within 14 days for good cause, either party may terminate the contract by extraordinary termination (außerordentliche Kündigung) with effect from the date on which the transfer takes effect. The Auftragsverarbeitungsvertrag (Annex 1) contains a corresponding provision; both apply alongside each other.
3. Authoritative language version. These Terms and their Annexes are drawn up in the German language (§ 1 (6)). If the Provider provides a translation, it serves solely to aid understanding; in the event of discrepancies, the German version prevails. This does not apply to the extent that mandatory law of the state in which the Customer has its seat prescribes a different language.

§ 16 · Annexes

Version status. Each Annex bears a date ("Stand"). The Provider records which version the Customer agreed to and when, and keeps the agreed version available for the Customer to retrieve (§ 1 (5), Art. 5 (2) GDPR).