General Terms & Conditions

 

Preamble

Bilendo offers companies (hereinafter: Customer) and their employees (hereinafter: User) a cloud software (hereinafter: Platform) for the management and automation of operational outgoing invoices and all related risk and accounts receivable processes, for example the execution of the operational dunning process, the determination of risk indicators, the execution of internal company communication, the monitoring of accounts receivable and the control of process-relevant service providers from the field of information, collection, factoring and credit insurance, for use against payment (commonly known as Software-as-a-Service, in short SaaS). This scope of services is generally known as Accounts Receivables Automation. The customer operates its own financial accounting and has expenses in the areas of payment reconciliation, receivables management, accounts receivable management and the management of risks associated with the provision of services to customers. These efforts are to be reduced and the corresponding processes are to be mapped in a more efficient and scalable way.

1. subject matter and scope of this contract provision.

(1) These contractual provisions govern the rights and obligations in connection with the provision and use of the platform Bilendo as a provider to the customer and their users who work with the software.

(2) Bilendo offers its services only to entrepreneurs in the sense of § 14 BGB (not consumers in the sense of § 13 BGB).

(3) These contractual provisions of Bilendo apply exclusively. Conflicting or deviating terms and conditions of the customer will not be recognized by Bilendo, unless their validity has been expressly agreed in writing. These contractual provisions also apply if Bilendo provides its services to the customer without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from these contractual provisions.

2. conclusion of the contract

(1) A contract is concluded - unless otherwise expressly agreed individually - only by a confirmation from Bilendo to the customer in text form (e.g. e-mail).

(2) There is no right of the customer to conclude a contract. Bilendo is free to reject any offer of a customer to conclude a contract without giving reasons.

(3) Bilendo concludes contracts for use only with customers who have a minimum age of 18 years and are entrepreneurs / freelancers in the sense of § 14 BGB. In the case of a legal entity, the person signing on behalf of the customer assures that he/she has full power of representation to conclude this contract.

(4) In the event that a company performs accounting for a third party on behalf of a third party and the third party is to become a customer, the accounting company is obligated to inform the third party in advance about the contractual provisions and to enter into the terms of use only with the third party's consent and power of representation.

3. Gegenstand der Nutzungsvereinbarung von Bilendo; Kontingente

(1) Bilendo stellt Kunden eine cloud-basierte Plattform mit verschiedenen digitalen Werkzeugen und Dienstleistungen im Bereich der debitorischen Buchhaltung und den Prozessen vor und nach Rechnungsstellung zur Verfügung.

(2) Zu den Leistungen von Bilendo gehören die in unter www.bilendo.de aufgeführten Leistungen sowie die Durchführung von prozessnahen Dienstleistungen im Auftrag des Kunden.

(3) Der Kunde kann das Leistungsangebot digital einsehen und im Rahmen der geltenden Fristen eigenständig den Leistungsumfang erweitern oder reduzieren.

(i) User mit den entsprechenden Rechten können Änderungen am Leistungsumfang eigenständig vornehmen.

(ii) Der Kunde trägt dafür sorge, dass nur handlungsbevollmächtigte User entsprechende Rechte zur Änderung des Leistungsumfangs erhalten.

(iii) Bilendo haftet nicht für Folgeschäden die aus einer Änderung des Leistungsumfangs resultieren.

(4) Sofern nicht ausdrücklich etwas anderes geregelt ist, beinhaltet die Nutzungsvereinbarung keine freien Kontingente (z.B. Mengen von durch Bilendo zu bearbeitende Rechnungen des Kunden, Anzahl abzurufende Auskünfte, oä.). Kontingente können in verschiedenen angebotenen Paketen, bezogen auf einen Monat oder ein Jahr, zusätzlich erworben werden und werden gesondert abgerechnet.

4. additional services of Bilendo

(1) Bilendo offers additional services for Customer. These include in particular the services Proof-of-Concept (hereinafter: POC), Setup as well as individual further development of the scope of services in the order.

(2) Unless otherwise agreed, the POC phase includes regular coordination meetings as well as a virtual kick-off workshop free of charge (including expenses).

(3) The commissioning to perform the POC creates a service contract between Bilendo and the Customer. Bilendo does not owe the customer a successful execution. The modalities and acceptance criteria can be found in the usage agreement.

(4) Zusätzliche Leistungen werden, sofern nichts anderes vereinbart ist, nach Aufwand (zzgl. Spesen) abgerechnet.

(5) Spesen beinhalten insbesondere die Kosten für die Anreise zu Workshops per Bahn, Flugzeug oder mit dem Auto, sowie eine Entschädigung für die Reisezeit.

(6) Bilendo bietet, soweit nichts anderes vereinbart ist, ein kostenfreies Self-Service-Portal und den Zugriff auf das Customer Care Center (Ticket-System) unter help.bilendo.de an. Der Support ist werktags von Montag bis Freitag von 9 bis 17 Uhr verfügbar. Eine festgeschriebene Mindestantwortzeit wird nicht vereinbart. Individuelle Regelungen sind im optionalen Bilendo Service Level Agreement geregelt.

5. obligations of the customer

(1) The customer is obligated to truthfully provide information that is required from him regarding his person and his company within the scope of the conclusion of the user agreement.

(2) The customer is obligated to comply with the applicable laws when using the service.

(3) The customer is obligated to treat e-mails and other electronic messages received in the context of the use of the platform confidentially and not to transmit them to third parties without the consent of the communication partner.

(4) The Customer shall be solely responsible for compliance with its obligations under tax law, in particular retention obligations vis-à-vis the tax authorities, and shall ensure that the tax authorities have the necessary access to the data.

(5) When entering data into the interface, also when uploading receipts, bookings and invoices, in particular but not limited to company name and master data of debtors, the Customer undertakes to take the utmost care to ensure that this data is true. Incorrect entries, can cause costs, which will be passed on in full to the customer.

6. Rights of Use; Exclusion of Passing on

(1) Bilendo grants the Customer the simple and non-exclusive right to use the Bilendo Cloud Software within the scope of the concluded License Agreement for the duration of the License Period in accordance with the provisions set forth below.

(2) The Customer is entitled to access the Platform, which is operated on Bilendo's IT systems, in order to process its data there.

(3) The customer may use the platform only for its own business purposes and only by its own personnel. The use for or by third parties is excluded. The transfer or making available of the platform to third parties or the other granting of usage possibilities to third parties is not permitted. The commercial granting of usage options to third parties in return for payment (so-called reselling) is particularly inadmissible.

(4) The exclusion according to paragraph 3 also includes the joint use of an account (platform sharing) as well as the use of an unauthorized modified or changed form of the service.

(5) A violation of the above provisions, in particular paragraphs 3 and 4, entitles Bilendo to extraordinary termination and to assert claims for damages.

(6) Bilendo is not obligated to provide the customer with the source code of the Software.

(7) In addition, the provisions of §§ 69a et seq. of the Copyright Act apply.

7. duration of the contract

(1) The term of the contract is determined by the respective user contract. Unless otherwise agreed, the following provisions shall apply.

(2) The user contract begins with the conclusion of the contract and runs for 24 months.

(3) The user contract shall be automatically extended by one year if it is not terminated within a period of six months to the end of the contract.

(4) The right of each contracting party to terminate this contract for good cause without notice shall remain unaffected. Good cause shall be deemed to exist in particular if

a) the customer is in default with two or more installment payments or with the payment of the entire usage fee and the default continues for more than two weeks after receipt of a warning from the terminating contractual partner in which the latter has threatened termination or reserved the right to do so;

b) the customer violates the terms of use of clause 5.

c) a contractual partner can no longer be expected to adhere to this contract for any other reason relating to the person of the other contractual partner, taking into account the circumstances of the individual case and the interests of both parties, in particular if there are circumstances relating to the person of the other contractual partner which lead to the expectation that he will no longer be able to meet his obligations under this contract in the long term.

(4) Any test access shall end automatically upon expiry of the respective test period. A separate termination is not required for test accesses.

(5) Upon termination of the contract, Bilendo will delete the Customer's data. The customer has no right to any further storage of his data.

8. prices and terms of payment, blocking

(1) Prices, payment periods and payment terms are based on the respective user contract and the package selected on the platform. Provided that this does not result in any contradictory regulations, the following provisions shall apply.

(2) For the usage fee, Bilendo charges an annual usage fee for the platform based on the SaaS fees, the service level fees as well as transactional fees according to the usage agreement. Additional services will be charged on a time and material basis (hours or daily rate plus expenses) after prior engagement. The calculation basis for determining the total usage fee can be viewed online by users with the necessary rights. The prices and modalities for additional services can be found in the user agreement.

(3) The user fee is paid either pro rata per month or annually in advance.

(4) Transactional fees (e.g. mailings) will be invoiced monthly in arrears based on actual consumption.

(5) Payment of the invoice shall be made by bank transfer upon receipt of the invoice. The costs and fees according to sentence 2,3 and 4 as well as the fees for the additional services are due upon receipt of the invoice immediately.

(6) There will be no refund of the monthly or annual usage fee in the event of premature termination. If the contract is terminated, the usage fee can be used in full until the end of the contract period. Only then will the customer's account be deleted. If the account is deleted by the customer before the end of the contract, access is no longer possible. In this case, and even if a new account is created, any remaining term cannot be refunded or credited to a new account. The non-refund of remaining amounts also applies in case of early termination by Bilendo due to non-contractual use of the platform.

(7) Prepaid quotas and volumes that have not been fully utilized will not be charged against the following period and will expire at the end of the billing period.

(8) If prepaid volumes or quotas are exceeded, Bilendo will charge the difference in the month of the overrun at the currently valid price and provide a consumption statement for this purpose.

(9) If the monthly or annual usage fees are not paid in time, i.e. two weeks after receipt of the invoice, the customer's access to all Bilendo services will be blocked immediately. Upon receipt of payment, access to Bilendo will be re-enabled. The costs for this are 20,00 € per rejected debit and will be charged to the customer.

(10) The Customer agrees to the use of e-mails (by means of an e-mail address provided by the Customer) as a means of sending invoices and payment reminders.

9. availability of the interface

(1) In the absence of a contractually agreed Service Level Agreement, Bilendo grants an annual average availability of the platform of 98% in its area of responsibility.

(2) The calculation of availability does not include the regular maintenance windows, which amount to 4 hours each week and are usually carried out between 9:00 p.m. and 6:00 a.m. Central European Time. Bilendo will notify customers in advance in text form of any planned maintenance work that deviates from this, insofar as this is possible. As a rule, maintenance work outside the regular maintenance window will not take place more than once a month.

10. compliance with legal regulations

(1) The customer guarantees to strictly observe the legal regulations in his offer. In particular, he will not offer any illegal content. In particular, he guarantees not to offer any content, services or the like that violate § 284 StGB (unauthorized organization of a game of chance), §130 StGB (dissemination of glorification of violence) and §184 StGB (dissemination, acquisition and possession of child pornography). In addition, the customer guarantees neither to operate nor to support nightclubs, erotic bars, striptease locales / bars, swingers clubs, brothels of any inclination, restaurants / bars of the red light or shady, milieu, gambling houses / casinos, gambling, dating agencies of any kind, distribution of erotic articles, sex stores, arms trade or categories comparable to the above categories. Should the customer violate the guarantees from the previous paragraph, Bilendo is entitled to extraordinary termination.

(2) The customer is further obligated not to publish any false or misleading information about its offer in any way, and in particular, when offering chargeable content on the Internet, to mark it accordingly with fee information and not to offer it as "free content". Furthermore, the customer undertakes not to carry out any spamming actions.

(3) In case of violation of the above regulations, Bilendo is entitled to terminate the contractual relationship with the customer at any time without notice and to interrupt the connection to the Bilendo platform without prior notice. In the event of a violation of the above provisions, the customer is obligated to compensate Bilendo for any damages incurred and must indemnify Bilendo internally against any claims by third parties.

11. data protection

(1) Bilendo ensures that personal data of customers are collected, stored and processed only to the extent necessary for the contractual performance of services and permitted by law, or ordered by law. Bilendo will treat personal data confidentially as well as in accordance with the provisions of applicable data protection law and will not disclose it to third parties, unless this is necessary for the fulfillment of contractual obligations and/or there is a legal obligation to disclose it to third parties.

(2) In order to be able to guarantee an audit-proof processing of data, the creation, modification and deletion of data will be logged with details of the customer name and the processing date.

(3) In the event that declarations of consent under data protection law are obtained from the customer in the context of the use of Bilendo, it is pointed out that these can be revoked by the customer at any time with effect for the future.

(4) In the event that credit information on business customers is required in the context of the use of the service, Bilendo requests debtor data from credit agencies authorized by the customer (e.g. Creditreform, Schufa, Crif-Bürgel, etc.) on behalf of the customer.

12. changes of services

Bilendo is entitled at any time to change its services provided on the Internet, to make new services available free of charge or against payment and to discontinue the provision of free services. Furthermore, Bilendo may add chargeable services to chargeable services. Bilendo will pay special attention to the legitimate interests of customers when changing fee-based services, announce them in a timely manner and offer them as optional additional services.

13. limitation of liability

(1) Bilendo is liable without limitation in case of intent or gross negligence for all damages caused by Bilendo in connection with the provision of the contractual services.

(2) In case of slight negligence, Bilendo shall be liable without limitation in case of injury to life, body or health.

(3) For services provided free of charge, Bilendo shall not be liable beyond the liability set forth in paragraph 1 and paragraph 2.

(4) Apart from that, Bilendo is only liable in connection with the provision of paid services if it has violated an essential contractual obligation. In this context, essential contractual obligations are abstractly defined as those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. In these cases, liability is limited to compensation for foreseeable, typically occurring damage. In this context, the customer has to regularly check any selected modules for the automation of processes in such a way that Bilendo cannot be blamed for a non-performance of activities within the scope of the contractual obligation.

(5) Insofar as Bilendo's liability is excluded or limited pursuant to the aforementioned provisions, this shall also apply to Bilendo's vicarious agents.

(6) Liability under the Product Liability Act remains unaffected.

14. changes of the terms and conditions

Bilendo reserves the right to change these terms and conditions at any time with effect also within the existing contractual relationship. Bilendo will inform registered customers about such changes at least 6 weeks before the planned entry into force of the changes. If the customer does not object within 6 weeks from receipt of the notification and continues to use the services even after the expiration of the objection period, the changes are considered effective from the deadline agreed. In the notice of change, Bilendo will inform the customer of his right to object and of the consequences of an objection. In case of an objection, Bilendo has the right to terminate the contractual relationship with the customer as of the planned effective date of the changes.

15. reference provisions

(1) The customer allows Bilendo the appropriate naming and presentation of the company name and the relevant commercial trademarks of the customer in online and offline media for the exclusive self-promotional purpose. For this purpose, Bilendo receives a simple right of use for the duration of the use of the platform.

(2) Online and offline media include the Bilendo website, the Bilendo newsletter, social media channels of Bilendo and press releases published by Bilendo.

(3) Bilendo will ensure that the reputation and standing of the Customer is not impaired in any publication.

(4) Bilendo is obligated to consider the customer's rights of use in the publication and to protect the customer's trademark rights. He cannot derive any rights from this agreement - with the exception of the right of use according to clause 1. - with regard to company/trademarks and to other industrial property rights of the customer.

(5) Bilendo is obligated to immediately report any infringement of Customer's industrial property rights of which it becomes aware.

(6) Bilendo is obligated to immediately delete the customer reference in the customer reference media after revocation of this agreement (item 14).

16. final provisions

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

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the registered office of Bilendo is the exclusive place of jurisdiction for all disputes arising from the contractual relationship.

(3) Should individual provisions of these contractual provisions be or become invalid, this shall not affect the validity of the remaining provisions. In this case, this provision will be replaced in such a way that the meaning comes closest to that of the individual provision.