§ 1 Scope of Application and General Provisions
(1) These General Terms and Conditions (“GTC”) of Papayo GmbH, represented by its managing directors Rico Fernando and Vladimir Kim (hereinafter “Papayo”), govern all present and future business relationships with companies within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter “Client”). These GTC apply exclusively to business clients; contracts are not offered to consumers within the meaning of Section 13 BGB.
(2) Papayo offers Software-as-a-Service solutions (hereinafter “SaaS” or “Software”). The subject matter of the contract is the time-limited provision of the software via the internet, together with the granting of rights required for its contractual use, as well as related support services in accordance with the agreed scope of services.
(3) The contract is legally classified as a service agreement (Dienstvertrag) pursuant to Sections 611 et seq. BGB and does not constitute a contract for work and services (Werkvertrag). Papayo is obliged to perform the agreed services with due professional care, but does not guarantee any specific economic success for the Client.
(4) These GTC govern all contracts concluded, unless the parties have agreed otherwise in writing. Deviating, conflicting, or supplementary general terms and conditions of the Client shall not form part of the contract, even if Papayo is aware of them, unless Papayo has expressly agreed to them in writing.
(5) Where these GTC deviate from individual contractual agreements, the individual agreements shall prevail.
§ 2 Conclusion of contract
(1) All offers by Papayo are subject to change and non-binding unless expressly designated as binding. Information presented on Papayo’s website does not constitute a legally binding offer but merely an invitation to make an offer (invitatio ad offerendum).
(2) The Client may book a service or subscription in person, by email, via a contact form, or through Papayo’s website. The Client’s booking constitutes a binding offer to conclude a contract.
(3) A contract is only concluded upon Papayo’s express acceptance, generally by way of a booking confirmation by email or the issuance of an invoice. Supplements, amendments, and ancillary agreements to the contract require written confirmation by Papayo.
(4) Papayo is entitled to decline a contract without stating reasons, in particular where Papayo is unable or not permitted to provide the service for reasons of specialisation or applicable law. Any remuneration claim of Papayo for services already rendered prior to such decline shall remain unaffected.
(5) The Client is obliged to provide complete and truthful information upon conclusion of the contract. Changes to master data (in particular email address and billing address) must be communicated to Papayo without delay.
§ 3 Subject Matter and Availability
(1) Papayo makes the software available to the Client under the agreed subscription in the respective current version as a SaaS service via the internet. The software is the property of Papayo and is not sold, but made available exclusively for time-limited use. The exact scope of services is set out in the respective contract or service description.
(2) Papayo endeavours to ensure the highest possible availability of the software. A specific availability rate shall only be guaranteed if expressly agreed in the individual contract. Scheduled maintenance work will, where possible, be carried out outside peak usage hours; Papayo will notify the Client in advance with reasonable notice.
(3) Papayo is entitled to update, further develop, or adapt the software at any time in order to improve performance, comply with technical requirements, or meet market needs. Material changes that impair contractual operation will be announced to the Client with reasonable prior notice.
(4) Papayo is entitled to engage subcontractors to perform services. Papayo remains responsible to the Client for the proper performance of the contracted services.
(5) For access to the software, Papayo will provide the Client with the necessary access credentials. The Client is obliged to keep these credentials secure and to protect them from access by unauthorised third parties.
(6) Illustrations and descriptions of the software on Papayo’s website serve general informational purposes only and are not binding. Only the scope of services agreed in the contract or service description is binding.
§ 4 Rights of Use and Restrictions
(1) Papayo grants the Client, for the duration of the contract, a non-exclusive, non-transferable right of use limited to the Client’s own internal business purposes in accordance with the terms of this contract.
(2) The Client is not entitled to license, rent, transfer, or otherwise make available the software or any part thereof to third parties without Papayo’s prior express written consent.
(3) The Client is not entitled to decompile, disassemble, reverse-engineer, or create derivative works from the software, except to the extent expressly permitted by mandatory statutory provisions (Sections 69d, 69e of the German Copyright Act, UrhG).
(4) The Client is not entitled to use the software for unlawful purposes. The Client undertakes not to process any data or content that violates applicable law or infringes the rights of third parties.
(5) All information materials, reports, analyses, and other documents created by Papayo are protected by copyright and may only be used by the Client for its own internal purposes. Reproduction, distribution, or any other public disclosure requires Papayo’s prior written consent.
(6) The Client shall ensure, by means of appropriate technical and organisational measures, that access credentials and the software are protected from access by unauthorised third parties.
§ 5 Client’s Obligations to Cooperate
(1) The Client is obliged to provide Papayo with all information, documents, and access rights necessary for the performance of services in a timely and complete manner. Upon request, the Client shall designate a technically competent contact person.
(2) The Client is responsible for providing a correct email address and for regularly checking their emails. Notices sent by Papayo to the Client’s last known email address shall be deemed duly received.
(3) Incorrect or incomplete information provided by the Client falls within the Client’s sphere of responsibility and does not release Papayo from its remuneration claims for services already rendered.
(4) If the Client fails to perform or delays a required cooperation obligation, the Client shall be in default of acceptance (Sections 293 et seq. BGB). Papayo is then entitled to suspend performance until the obligation has been fulfilled and to invoice the Client separately for any additional expenditure incurred.
§ 6 Support
(1) Papayo provides the Client with technical support within the framework of the agreed subscription. The type and scope of support are governed by the respective contract.
(2) Support requests must be submitted by email or via Papayo’s support system. Binding response and resolution times shall only apply if expressly agreed in the individual contract.
(3) In the context of support services, access to client data may be required. Such access is limited to the scope and period necessary for resolving the issue and is conducted in compliance with applicable data protection regulations.
§ 7 Remuneration and Price Adjustments
(1) The remuneration agreed in the respective contract is payable for the use of the SaaS solution. Billing is made by subscription (monthly or annually, as agreed) in advance.
(2) Invoices are sent by email and are due and payable within 15 days of the invoice date without deduction. In the event of late payment, Papayo is entitled to charge statutory default interest pursuant to Section 288(2) BGB (currently 9 percentage points above the base interest rate) and to suspend access to the software until all outstanding amounts have been paid in full. Claims for further damages arising from the default remain reserved.
(3) The Client authorises Papayo to collect the agreed fee by direct debit where this has been agreed; alternatively, payment is made by bank transfer to the account designated by Papayo.
(4) All prices stated on Papayo’s website are net prices plus applicable statutory value added tax (VAT), unless expressly stated otherwise.
(5) Price Adjustments: Papayo is entitled to adjust the remuneration for ongoing subscriptions at any time. Price adjustments will be communicated to the Client at least 30 days before taking effect by email to the Client’s last known email address. Where individual pricing tiers or fixed prices are agreed in the Client’s individual contract, such agreed terms shall take precedence until the end of the respective contractual term; thereafter, the then-current prices as communicated in the advance notice shall apply. In the absence of individual pricing agreements, the new prices announced shall take effect as of the date stated in the notice. The Client shall have no right of extraordinary termination in connection with a price adjustment, unless mandatory statutory provisions require otherwise.
(6) If the Client remains in default of payment despite a reminder, Papayo is entitled, after setting a reasonable cure period, to terminate the contract for cause with immediate effect.
§ 8 Intellectual Property Rights
(1) All rights to the software, system components, documentation, and all work results created in the course of service delivery, in particular copyrights, database rights, design rights, trademark rights, and other intellectual property rights, including all development stages, vest exclusively and without restriction in Papayo.
(2) The Client receives only the time-limited right of use described in Section 4 of these GTC. No further transfer of rights takes place.
(3) Papayo’s logo, trademarks, and other identifying marks may not be used by the Client without Papayo’s prior express written consent.
(4) To the extent that the contractual use of work results created by Papayo infringes third-party intellectual property rights based on instructions or materials provided by the Client, the Client shall indemnify Papayo against all resulting third-party claims and shall reimburse Papayo for all associated costs, including reasonable legal costs. The Client shall promptly notify Papayo in writing of any claims asserted.
§ 9 Confidentiality
(1) The parties undertake to treat all trade secrets and other information designated as confidential or recognisably confidential of the other party (hereinafter “Confidential Information”) in strict confidence and to use it solely in connection with this contract.
(2) Confidential Information shall be protected with at least the same degree of care as the receiving party applies to its own confidential information of comparable sensitivity, but in any event with no less than the care of a prudent businessman.
(3) Confidential Information may not be disclosed to third parties without the prior written consent of the disclosing party. Affiliated companies (Section 15 AktG) and professional advisors subject to statutory secrecy obligations (in particular lawyers, tax advisors, auditors) shall not be regarded as third parties for this purpose.
(4) The parties shall impose corresponding confidentiality obligations on employees, subcontractors, and agents given access to Confidential Information; such obligations shall survive the termination of the respective employment or contractual relationship.
(5) The confidentiality obligation does not apply to information that:
(i) was or becomes publicly known without breach by the receiving party;
(ii) was already known to the receiving party without confidentiality obligations prior to disclosure;
(iii) was independently developed by the receiving party; or
(iv) must be disclosed pursuant to statutory obligations or by order of a court or competent authority (with the disclosing party to be notified in advance where legally permissible).
The burden of proof for any such exception lies with the party invoking it.
(6) Upon termination of the contract, the parties shall, upon request, return or verifiably destroy or delete all Confidential Information of the other party in their possession, unless subject to longer statutory retention obligations.
(7) Papayo is entitled to use non-personal experiential knowledge (methods, concepts, know-how) developed or disclosed in the course of performing the contract and retained in the memory of the personnel involved for its own purposes, provided this does not infringe any intellectual property rights of the Client.
§ 10 Data Protection and Data Processing
(1) The parties undertake to comply with all applicable data protection laws, in particular the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG), and other relevant data protection legislation.
(2) To the extent that Papayo processes personal data on behalf of the Client as a data processor within the meaning of Article 4(8) GDPR, the parties shall conclude a separate data processing agreement pursuant to Article 28 GDPR.
(3) Personal data of the Client is processed by Papayo exclusively for the purposes of performing the contract. Data is only shared with third parties to the extent necessary for service delivery, with the Client’s consent, or pursuant to a legal obligation.
(4) In the context of support services, access to client data may be required. Such access is limited to the extent and duration necessary for resolving the issue.
(5) Further details regarding Papayo’s data processing practices are set out in the separate Privacy Policy available on Papayo’s website.
§ 11 Term and Termination
(1) The contract is concluded for the term agreed in the respective individual contract. If the engagement covers a one-time service, this will be noted in the contract; the provisions on automatic renewal and ordinary termination shall not apply in such case.
(2) For subscription contracts, the contract shall automatically renew for the originally agreed term upon expiry, unless either party gives written notice of termination with three (3) months’ notice prior to the end of the respective term.
(3) The right to terminate for cause at any time remains unaffected. Grounds for extraordinary termination by Papayo exist in particular where:
(i) the Client remains in arrears with payment of at least two monthly fees despite a payment reminder and a reasonable cure period;
(ii) the Client intentionally or with gross negligence breaches material provisions of these GTC;
(iii) prohibited actions have been taken or the relationship of trust has been materially and permanently impaired; or
(iv) insolvency proceedings are applied for or opened in respect of the Client’s assets.
(4) Terminations must be made in writing (letter or email to the other party’s last known address). Verbal terminations are ineffective.
(5) In the event of termination by Papayo for cause, Papayo’s remuneration claim accrued up to the effective date of termination shall remain unaffected. Advance payments already made shall not be refunded to the extent that the grounds for termination are attributable to the Client.
(6) Upon termination of the contract for any reason, the right of use granted to the Client shall cease with immediate effect. The Client is obliged to destroy all documents and access credentials received or to return them to Papayo.
§ 12 Liability and Warranty
(1) Papayo is liable without limitation in all cases of intentional misconduct and gross negligence. In cases of slight negligence, Papayo shall only be liable for breach of a material contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment is essential for the proper performance of the contract and on which the Client may regularly rely. In such cases, liability is limited to the foreseeable and typical damage.
(2) Liability for indirect damages, loss of profit, data loss, or other consequential damages is excluded in cases of slight negligence.
(3) The limitations and exclusions of liability in these GTC do not apply to damages arising from injury to life, body, or health, to liability under the German Product Liability Act (ProdHaftG), or to any other cases of mandatory statutory liability.
(4) Papayo implements appropriate technical and organisational security measures to protect systems and stored data against unauthorised access and cyber-attacks. As cyber-attacks cannot be completely prevented despite reasonable precautions, Papayo’s liability for damages caused by such attacks or by disruptions to third-party IT infrastructure shall be governed solely by the foregoing liability provisions.
(5) The Client is obliged to take all reasonable steps to avoid and mitigate damages (duty to mitigate, Section 254 BGB).
(6) Claims by the Client arising from defects in the software provided shall become time-barred twelve (12) months after the Client becomes aware of the defect, unless a longer mandatory statutory limitation period applies.
§ 13 Miscellaneous
(1) These GTC and all claims arising from the contractual relationship are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising out of and in connection with the contractual relationship shall be Papayo’s registered office, to the extent the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law. Papayo reserves the right to also bring proceedings at the Client’s general place of jurisdiction.
(3) Should any individual provision of these GTC be or become wholly or partially invalid or void, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision and the intention of the parties (Section 306(2) BGB).
(4) Amendments and supplements to these GTC and to any contracts to which these GTC apply must be in writing to be effective. This also applies to the waiver of this written form requirement. No oral ancillary agreements have been made.
(5) Papayo is entitled to amend these GTC with effect for existing contractual relationships. Amendments will be communicated to the Client at least 30 days before taking effect by email. If the Client does not object in writing within 14 days of receipt of the notification, the amended GTC shall be deemed accepted. Papayo will expressly draw the Client’s attention to this consent mechanism and the legal consequence of silence in the notification.
(6) Papayo is entitled to transfer rights and obligations under this contract to an affiliated company (Section 15 AktG). The Client is not entitled to transfer rights and obligations under this contract to third parties without Papayo’s prior written consent.
This policy is effective as of 9 June 2026.