General Terms and Conditions

§ 1 Application of the General Terms and Conditions

(1) The general terms and conditions accepted by both contractual partners govern the terms and conditions between Papayo GmbH, represented by the managing directors Rico Fernando and Vladimir Kim, below “Contractor” and the customer, hereinafter “Client“, as a service contract within the meaning of §§ 611 ff. BGB, unless otherwise agreed in writing between the contracting parties.

(2) The contractor offers various services in the area of ​​Software-as-a-Service (“Saas”). The type and scope of the mutual services are regulated by the contractual agreements. The contractor provides SaaS services to the client via the Internet in the area of ​​software. The subject of the contract is the provision of the software for a limited period of time, together with the granting of the rights required for its contractual use, as well as the use of the website for public appearances by the client.  The scope of services defined in the contract is considered the agreed quality.

(3) The subject of the order is the provision of an agreed service (service contract) and not the achievement of a specific success (no work contract). The ordered services are deemed to have been provided when the required services have been carried out and any questions that may arise have been addressed. In its own interest, the client undertakes to provide all relevant information truthfully and completely.

(4) These General Terms and Conditions apply exclusively to companies in accordance with Section 14 of the German Civil Code (BGB). 

(5) These terms and conditions apply to all current and future business relationships between the contractor and the client.

(6) Deviating, conflicting or supplementary general terms and conditions, even if known, do not become part of the contract unless their validity is expressly agreed to in writing by the contractor.

§ 2 Conclusion of contract

(1) The client books a corresponding service from the contractor. The contractor accepts this booking through a booking confirmation. A booking can be made in person, by email, using a contact form or via the contractor’s website. 

(2) In any case, the contract is only concluded when the contractor confirms the client’s booking. The client’s booking is binding. The client receives an invoice via email with the booking confirmation.

(3) The contractor’s offers are subject to change. Acceptance, additions, modifications and additional agreements require written confirmation by the contractor.

(4) The contractor is entitled to reject a contract without giving reasons, e.g. if the contractor cannot or is not allowed to provide the service due to his specialization or for legal reasons, or if there are reasons that could bring him into conflicts of conscience. In this case, the contractor’s claim to a fee for the services performed up to the point at which the service was rejected remains intact.

§ 3 Content of the contract

(1) The contractor provides his services to the client by applying his knowledge and skills in the above-mentioned areas. The contractor provides the client with the agreed software for use as part of a software-as-a-service contract (SaaS contract). The software is the property of the contractor and is not sold, but only rented.

(2) To access and use the service, the contractor will provide the client with the necessary access data required to access the service.

(3) The client undertakes to use the information materials, reports and analyzes created by the contractor as part of the service only for his own purposes. The client receives the exclusive and non-transferable right of use. 

(4) All of the contractor’s documents are protected by copyright. This applies to both the content on the contractor’s website and other documents. The client is not entitled to reproduce, distribute or publicly reproduce such documents. The client is also not entitled to make images, films or sound recordings of the service methods without the express permission of the contractor.

(5) To the extent that software is included in the scope of delivery, the client is granted a non-exclusive and non-transferable right to use the software supplied, including its documentation; it is provided exclusively for use on the delivery item intended for this purpose. Any use, reproduction, revision, translation of the software or conversion of the object code into the source code for other purposes is prohibited.

§ 4 Implementation of the service

(1) The service is based on cooperation. The client is responsible for a correctly specified email address and for regularly checking his emails. 

(2) The contractor is entitled to postpone the performance of a service if he or a third service provider engaged by him is prevented from doing so, e.g. by riots, strikes, lockouts, natural disasters, storms, traffic disruptions or illness, which the contractor is through no fault of his own prevent the service from being carried out on the agreed date. In this case, the client has no claim for damages.

(3) The illustration and description of the service on the Contractor’s website are for illustrative purposes only and are only approximate. No guarantee is given for complete compliance. 

(4) The contractor is entitled to make adjustments to the content or the process of the service for technical reasons, for example if there is a need for an update or further development of the service content, provided that this does not result in a significant change in the service content and the change is reasonable for the client is.

(5) The contractor provides the client with the agreed software in the current version and ensures the maintenance and upkeep of the software. The contractor is entitled to update and expand the software at any time in order to improve the performance of the software or adapt it to the needs of the market.

(6) The client is obliged to use the software exclusively for his own purposes and to comply with the contractual provisions. The client is not entitled to change or decompile the software. The client undertakes not to use any data or content that violates applicable law or violates the rights of third parties.

(7) The contractor does not have to carry out the service himself. He is entitled, at his own discretion, to hand over the performance of the service to third parties, e.g. to subcontractors. 

(8) The client is obliged to take appropriate measures to protect the software from access by unauthorized third parties, in particular to store all copies of the software in a protected location.

§ 5 Payment

(1) There is a monthly fee for using the SaaS solution, the amount of which is based on the contractor’s current price list. The client authorizes the contractor to collect the fee monthly from his specified means of payment or to pay it by invoice.

(2) Payment must be made to the contractor immediately by the client upon receipt of the invoice. Payment is due upon receipt of the invoice by email. The payment term is 15 days from the date of invoice. Payment is possible using the payment methods specified in the invoice.  

(3) Payment of the monthly fee is made in advance. In the event of unsuccessful payment, the contractor is entitled to block access to the software.  

(4) All prices on the contractor’s website are listed as gross prices.

§ 6 Property rights of the contractor and third parties

(1) All rights to the results of the service that are related to the contractor’s work for the client, in particular all copyright usage rights, all design rights, all trademark and trademark rights as well as other intellectual property rights (including all development stages), belong exclusively and unrestricted to the contractor .

(2) The client hereby transfers to the contractor the exclusive rights of use, unrestricted in terms of time, space and content, at the time the results are created.

(3) The contractor permanently retains the right to his logo and brand. The contractor’s brand and logo may not be used by the client without the contractor’s consent. 

(4) If third-party intellectual property rights are violated through the contractual use of the work results created by the contractor, the client will release the contractor from third-party claims that have been legally established by a court based on existing third-party intellectual property rights, provided that the work results are based on specifications or provisions of the client. The client will immediately inform the contractor in writing of any claims asserted.

§ 7 Confidentiality

(1) The parties will treat all business secrets and other information marked as confidential of the other party (hereinafter referred to as “confidential information”) as confidential. The receiving party (“Recipient”) will treat the confidential information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.

(2) Any use of the Confidential Information is limited to use in connection with this Agreement. Disclosure of confidential information to third parties is not permitted without the prior consent of the disclosing party. Consent must be in writing. No third parties within the meaning of this paragraph are affiliated companies of the parties and consultants who are required by law to maintain confidentiality.

(3) To the extent applicable legal obligations require this, the recipient is also entitled to disclose and pass on confidential information. To the extent permitted by law, the recipient will inform the disclosing party prior to disclosing any Confidential Information.

(4) The parties will require their employees or third parties to whom they pass on confidential information to treat this information confidentially within the framework of the respective subcontractor and employment relationships, with the proviso that the confidentiality obligation continues even after the end of the respective subcontractor or employment relationship, to the extent that this is the case There is no corresponding general obligation to maintain confidentiality.

(5) Excluded from the obligation of confidentiality are information that:

It is the responsibility of the party invoking the exception to prove the existence of the exceptions set out in this paragraph.

(6) Upon termination of this Agreement, the parties will release or delete the other’s Confidential Information in their possession upon such party’s request. This excludes confidential information for which there is a longer legal obligation to retain data, as well as data backups as part of normal backup processes.

(7) The contractor is entitled to use empirical knowledge, such as ideas, concepts, methods and know-how, which is developed or disclosed in the course of executing the contract and is stored in the memory of the people employed to provide the service. This does not apply if this infringes the client’s industrial property rights or copyrights. The obligation to maintain confidentiality remains unaffected.

§ 8 Term and termination

(1) The contract is concluded for the term agreed in the respective contract. If it is a one-off provision of a service, this is noted in the contract and the following paragraphs of Section 8 do not apply.  

(2) Unless otherwise agreed between the contractor and the client, the contract term is extended by one month if the client is a consumer. For entrepreneurs, the contractual relationship is always extended by the original term.

(3) If the contractual relationship is not terminated three months before the end of the respective term, it will always be extended by another month if the client is a consumer. For entrepreneurs, the contractual relationship is always extended by the original term. 

(4) The right to immediate and extraordinary termination if there is an important reason remains unaffected. The contractor has an extraordinary right of termination in particular if the client has defaulted on payments more than twice, if he intentionally violates the provisions of these General Terms and Conditions and/or has intentionally or negligently committed prohibited acts or has permanently disrupted the relationship of trust is.

(5) Terminations must be made in writing.

(6) In the event of early termination by the client for good cause, the contractor’s claim to remuneration remains unaffected. The client reserves the right to prove that the contractor suffered no damage or significantly less damage.

§ 9 Liability and warranty

(1) The contractor is liable to the client in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of wasted expenses.

(2) In other cases, the contractor is liable – unless otherwise stipulated in paragraph 3 – only in the event of a breach of a contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the client can regularly rely (so-called cardinal obligation), and this is limited to compensation for foreseeable and typical damage. In all other cases, the contractor’s liability is excluded, subject to the provisions in paragraph 3.

(3) Liability for damages resulting from injury to life, body or health and under the Product Liability Act remains unaffected by the above liability limitations and exclusions.

(4) The contractor protects his clients as best as possible against cybercrime. Unfortunately, this cannot always be prevented. The exclusion of liability in paragraphs 1 – 3 also applies to damages incurred by the client as a result of such cybercrime, with the exceptions mentioned.

§ 10 Data protection

(1) The client expressly agrees to the electronic data processing of his personal data within the framework of the following regulations. Customer data is treated with absolute confidentiality. The data provided by the client will be used exclusively for the professional execution of the service. The data will not be passed on to third parties. This does not apply to information that is publicly accessible or becomes publicly accessible without unauthorized action or omission of the contracting parties or must be made accessible due to a court order or a law. In the case of support for problems with the client, it may become necessary to access the client’s data sets. This access is limited to the period of the respective support measure.

(2) The contractor undertakes to maintain secrecy about all confidential information (including business secrets) that it learns in connection with this contract and its implementation and not to disclose it to third parties, pass it on or use it in any other way. Confidential information is that which is marked as confidential or whose confidentiality arises from the circumstances, regardless of whether it was communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply if the contractor is obliged by law or due to a final or legally binding authority or court decision to disclose the confidential information. The contractor undertakes to agree on a regulation with the same content as the previous paragraph with all employees and subcontractors.

(3) The parties will comply with the applicable data protection regulations applicable to them. The separate data protection regulations apply on the contractor’s website under the following link: Privacy Policy

§ 11 Final provisions

(1) Should individual provisions of the General Terms and Conditions be or become invalid or void, this will not affect the effectiveness of the General Terms and Conditions as a whole. Rather, the invalid or void provision must be freely interpreted and replaced by a provision that comes closest to the purpose of the contract or the wishes of the parties.

(2) The law of the Federal Republic of Germany applies.

(3) Changes and additions to the General Terms and Conditions must be made in writing to be effective. There are no verbal additional agreements.

(4) If the client is a merchant, the place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the contractor. Otherwise, the legal regulations apply.

This policy is effective as of 14 October 2024.