Terms of Service (B2B)

1. Scope, Parties, No Consumer Contracts

1.1 These Terms govern the conclusion, content, and performance of all contracts between Revision Dynamics GmbH (in formation, “Provider”) and its commercial or public-sector customers (“Customer”) for the use of the Provider’s platform, software, and related services (“Services”).

1.2 These Terms apply only to entrepreneurs within the meaning of Sec. 14 German Civil Code (BGB), legal entities under public law, and special funds under public law. Consumers (Sec. 13 BGB) are excluded.

1.3 Customer terms that deviate from or supplement these Terms shall only apply if expressly agreed in writing by the Provider.

2. Subject Matter, Service Description

2.1 The Provider makes available cloud-based software services for educational organizations (including administration, communication, and analytics; the “Platform”). The current functional scope is set out in the service description or offer.

2.2 The Provider may further develop the Services, modify, add, or remove features where the agreed scope is not materially impaired or where changes are reasonable. Material changes will be announced in good time.

2.3 Beta, pilot, or test features are provided as is without availability or performance guarantees.

3. Contract Formation, Accounts, Admin Rights

3.1 A contract is formed by acceptance of an offer, mutual signature, or registration/onboarding on the Platform.

3.2 The Customer receives administrative rights and creates user accounts (“Users”). The Customer ensures the accuracy of information and protects access credentials from unauthorized access.

4. Availability, Maintenance, Support

4.1 Target availability of the Platform: 99.5% per calendar month, excluding announced maintenance windows, force majeure, and outages outside the Provider’s control (e.g., public internet, DNS, cloud-provider incidents).

4.2 Maintenance windows will, where possible, be scheduled outside normal business hours and announced at least 24 hours in advance.

4.3 Support is available via e-mail. Response times: acknowledgment within 1 business day; initial qualified response typically within 2 business days.

5. Customer Duties, Acceptable Use

5.1 The Customer provides and maintains the technical prerequisites required for using the Platform.

5.2 Misuse is prohibited. In particular: tampering with security mechanisms, reverse engineering, automated mass scraping, unlawful content, or infringement of third-party rights.

5.3 The Customer is solely responsible for content and data entered by the Customer or its Users.

6. Fees, Billing, Default

6.1 Unless expressly agreed to be “free of charge” (e.g., during a pilot), the prices in the applicable offer shall apply. All prices are exclusive of statutory VAT where applicable.

6.2 Invoices are due within 14 days without deduction. Statutory default interest and charges apply in case of late payment.

6.3 The Provider may reasonably limit or suspend Services after prior notice if invoices remain unpaid.

7. Term and Termination

7.1 Unless otherwise agreed, the contract is concluded for an indefinite term and may be terminated by either party with 30 days’ notice to month-end.

7.2 The right to terminate for cause remains unaffected. Good cause includes material breach or payment default exceeding 30 days.

7.3 Termination must be made in text form (e.g., e-mail).

8. Effects of Termination, Data Export

8.1 Upon termination, the Customer’s access will be deactivated.

8.2 The Provider will enable the Customer to perform an industry-standard export of Customer-entered data within a reasonable period before or after termination.

8.3 After expiry of statutory retention periods, personal data will be deleted or anonymized in accordance with legal and contractual requirements.

9. IP Rights, License, Feedback

9.1 All rights in and to the Platform and underlying content, designs, concepts, and software modules remain with the Provider or its licensors.

9.2 For the contract term, the Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Services within the agreed scope.

9.3 The Provider may use Customer feedback, suggestions, or ideas free of charge to improve the Services.

10. Data Protection, Processing on Behalf, Security

10.1 The parties comply with applicable data protection laws, in particular the GDPR.

10.2 Where the Provider processes personal data on behalf of the Customer, the parties shall conclude a Data Processing Agreement pursuant to Art. 28 GDPR before processing begins. The Customer remains the controller.

10.3 The Provider implements appropriate technical and organizational measures under Art. 32 GDPR. Data are processed within the EU/EEA or with appropriate safeguards for third countries.

10.4 Further details are set out in the Provider’s Privacy Policy and Cookie Policy.

11. Confidentiality

11.1 “Confidential Information” means information marked confidential or which is confidential by nature.

11.2 Each party shall use Confidential Information solely for contractual purposes and keep it confidential from third parties. Statutory disclosure duties remain unaffected.

12. Warranty

12.1 The Provider supplies the Services as described in the contract.

12.2 For Services provided free of charge (e.g., beta/pilot), statutory warranty for defects is excluded except in cases of intent or gross negligence.

13. Liability

13.1 The Provider is liable without limitation for intent and gross negligence, and for injury to life, body, or health.

13.2 In cases of simple negligence, the Provider is liable only for breach of an essential contractual duty (cardinal obligation). In such cases, liability is limited to the foreseeable, typical damage.

13.3 Liability for loss of profit and indirect or consequential damages is excluded to the extent permitted by law. Mandatory liability (e.g., German Product Liability Act) remains unaffected.

14. Force Majeure

14.1 No party is liable for non-performance caused by events of force majeure beyond reasonable control (e.g., outages of public networks, power failures, natural events, war, strike).

14.2 The affected party shall promptly inform the other party and take reasonable steps to mitigate damage.

15. Third-Party Claims, Indemnification

15.1 The Customer shall indemnify the Provider from third-party claims arising from unlawful use of the Services by the Customer or from Customer-provided content.

15.2 The Provider will promptly notify the Customer of asserted claims and coordinate defense measures.

16. Assignment, Set-off, Retention

16.1 The Provider may assign rights and obligations under this contract to affiliated companies or legal successors.

16.2 The Customer may set off only with undisputed or finally adjudicated claims and may exercise retention rights only with respect to claims arising from the same contractual relationship.

17. Amendments

17.1 The Provider may amend these Terms with future effect if there are objective reasons (e.g., legal or technical changes).

17.2 Amendments will be communicated in text form at least 6 weeks in advance. If the Customer does not object within 6 weeks of receipt, the amendments are deemed accepted. The notice will inform the Customer of the right to object. The Customer’s right to terminate remains unaffected.

18. Governing Law, Venue, Language

18.1 These Terms are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 Where legally permissible, exclusive venue for all disputes is the Provider’s registered seat, currently Frankfurt am Main, Germany.

18.3 Contract language is English. Any translations are for convenience only.

19. Severability

If any provision of these Terms is or becomes invalid, the remaining provisions shall remain in effect. The invalid provision shall be replaced by a valid one that most closely reflects the economic intent.