Terms & Conditions (General Terms of Business)
Smart In Venture GmbH
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1. General
1.1
These General Terms and Conditions (“GTC”) govern all business relationships, including the licensing of software, software-as-a-service (“SaaS”) solutions, and the provision of related services, between Smart In Venture GmbH or its affiliated companies (hereinafter “Licensor”) and its customers (hereinafter “Customer”).
Unless otherwise agreed in writing, these GTC apply in the version valid at the time of the Licensor’s offer and shall also apply to all future contracts with the Customer, without requiring renewed reference.
1.2
These GTC apply exclusively. Deviating or supplementary terms and conditions of the Customer shall not apply unless expressly confirmed by the Licensor in writing. This shall also apply if the Licensor performs contractual services despite knowledge of conflicting terms of the Customer.
1.3
Individual agreements between the Licensor and the Customer (including annexes, amendments, or special conditions) shall prevail over these GTC. The content of such individual agreements shall be proven by written contract or confirmation in text form.
1.4
Legally relevant declarations and notifications by the Customer (e.g. termination, withdrawal, or notice of defects) must be made in writing or in text form unless otherwise required by law.
1.5
The Licensor’s products and services are intended exclusively for entrepreneurs within the meaning of §14 (1) BGB (German Civil Code), i.e., natural or legal persons or partnerships acting in a commercial or independent professional capacity, as well as public-law entities. The Customer confirms this upon ordering.
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2. Subject of the Contract
2.1
The subject of the contract is the provision of software developed by the Licensor (“Software”) for use by the Customer, either
(a) as a cloud-based Software as a Service (SaaS) solution, or
(b) as locally installed on the Customer’s systems (“on-premise”).
The Software enables the creation, deployment, and use of software solutions for information technology and software productivity purposes.
2.2
The functional scope of the Software is defined in the current product description or offer provided by the Licensor.
2.3
Upon conclusion of the license or SaaS agreement, the Licensor grants the Customer access credentials (e.g., usernames and passwords). The Customer must promptly change any provided passwords to secure, confidential credentials and is responsible for maintaining their secrecy and preventing unauthorized access.
2.4
The Licensor may update or modify the Software at any time to maintain or improve functionality. The Customer shall have no claim to specific future versions or features unless expressly agreed otherwise.
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3. Storage and Customer Data (SaaS)
3.1
In SaaS offerings, the Licensor provides the Customer with reasonable data storage capacity for operational use.
3.2
The Customer shall not store or distribute any data that violates applicable law, infringes third-party rights, or contains malicious code.
3.3
Upon termination of the contract, the Customer must export and delete its data independently. The Licensor may permanently delete all remaining Customer data two (2) weeks after contract termination. The Licensor shall have no obligation to provide additional software tools for this purpose.
3.4
The Licensor implements appropriate technical and organizational measures to prevent data loss or unauthorized access but does not guarantee absolute security.
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4. Term and Termination
4.1
Unless otherwise agreed, contracts are concluded for an indefinite period and may be terminated by either party with three (3) months’ notice to the end of the contractual period.
4.2
Both parties may terminate the contract for good cause without notice. Good cause exists in particular if:
The Customer violates the Licensor’s usage rights and fails to cure such violation within a reasonable period after notice, or
The Customer is in default of payment for two consecutive billing periods or a substantial portion thereof.
4.3
Upon termination, the Customer must cease all use of the Software and delete all copies.
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5. Prices and Payment Terms
5.1
Fees and terms are as agreed in the respective offer or order confirmation.
5.2
Invoices are payable within fourteen (14) days of the invoice date, unless otherwise stated in the order.
5.3
The Licensor may adjust recurring license or subscription fees after twelve (12) months by giving thirty (30) days’ written notice. The Customer may terminate the contract within thirty (30) days after receiving such notice. The Licensor shall inform the Customer of this right together with the notice.
5.4
The Customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been legally established.
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6. Scope of Use / Rights of Use
6.1
The Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Software during the agreed term, for internal business purposes, in accordance with the type and quantity specified in the contract or invoice.
6.2
Use beyond the agreed number of users or installations constitutes overuse and shall be invoiced retroactively according to the current price list.
6.3
The Customer may reproduce the Software only as necessary for proper use (e.g., installation, backup). All copyright notices must remain intact.
6.4
The Customer shall not modify, decompile, reverse-engineer, or disassemble the Software, except as expressly permitted by law (§§ 69d, 69e UrhG), and only after prior written notification to the Licensor.
6.5
The Customer shall take appropriate measures to prevent unauthorized access to the Software, including secure storage of copies and training of employees regarding license compliance.
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7. Leasing and Transfer
The Customer may not lease, rent, or otherwise provide the Software to third parties—whether for payment or free of charge—without the Licensor’s prior written consent.
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8. Updates and Upgrades
The Licensor may improve or modify the Software to enhance stability or security. Unless otherwise agreed, updates are included in ongoing SaaS or maintenance fees.
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9. Customer Obligations
The Customer shall:
Ensure that system and network environments meet the Licensor’s technical requirements;
Protect access credentials and Software from unauthorized use;
Use current antivirus and security software;
Regularly back up data processed or transmitted through the Software;
Comply with all applicable laws, including data protection and intellectual property rights.
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10. Warranty
10.1
The Customer acknowledges that it is not possible to develop software that operates without error under all conditions. The Licensor warrants that the Software will substantially conform to its documentation at the time of delivery.
10.2
The Licensor shall not be liable for defects resulting from improper use, system incompatibility, or modifications made by the Customer.
10.3
The Licensor shall remedy material defects within a reasonable period, at its option, by providing an update or workaround.
10.4
If the remedy fails, the Customer may withdraw from the contract or reduce the fee, subject to applicable law. Any further claims for damages are subject to Section 11 (Liability).
10.5
Warranty claims are excluded if the Customer has modified the Software without the Licensor’s consent.
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11. Liability
11.1
The Licensor shall be liable without limitation for damages resulting from intent or gross negligence, as well as for injury to life, body, or health.
11.2
In the case of slight negligence, the Licensor shall be liable only for the breach of material contractual obligations, limited to foreseeable, typical damages.
11.3
The Licensor’s liability for loss of data is limited to the recovery effort that would have been required if the Customer had properly backed up its data.
11.4
The Software is provided “as is”. The Licensor makes no guarantees regarding uninterrupted availability, error-free operation, or fitness for a particular purpose unless explicitly agreed in writing.
11.5
Strict liability for defects existing at the time of contract conclusion (§ 536a BGB) is excluded.
11.6
The limitations of liability do not apply to claims under the Product Liability Act or in cases of fraudulent concealment of defects.
11.7 Backup and Data Loss
While the Software includes backup functionality (Borgmatic and related tools), the Customer remains solely responsible for:
– Testing backup and restore procedures regularly
– Maintaining offsite backup copies
– Verifying backup integrity and completeness
– Ensuring adequate backup storage capacity
The Licensor is not liable for data loss, corruption, or inability to restore data, even if caused by Software defects, unless resulting from gross negligence or willful misconduct.
The Customer acknowledges that backups are only as reliable as their testing and maintenance practices.
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12. Right to Modify Terms
The Licensor may modify these GTC to reflect new legal requirements, security needs, or technical developments.
Changes shall take effect if the Customer does not object in writing within two (2) weeks after notification. The Licensor will inform the Customer of this right and the consequences of non-objection.
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13. Data Protection
13.1
The parties shall comply with all applicable data protection laws, including the GDPR. The Licensor shall process personal data only as necessary for contract performance.
13.2
If required, the parties shall enter into a separate Data Processing Agreement pursuant to Art. 28 GDPR.
13.3
The Customer warrants that all data provided to the Licensor complies with applicable law and indemnifies the Licensor from any related third-party claims.
13.4 Third-Party and Open Source Components
The Software integrates with and may download third-party open source components including but not limited to:
Docker, Borg, Borgmatic, Traefik, WordPress, NextCloud, Vaultwarden, and others.
Each component remains subject to its original license (Apache, GPL, MIT, BSD, etc.).
The Customer is responsible for compliance with all applicable third-party licenses.
The Licensor provides no warranty for third-party components beyond what is provided by their respective authors.
The Customer acknowledges that updates to third-party components are outside the Licensor’s control.
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14. Confidentiality
14.1
Both parties shall keep confidential all information received under this Agreement that is marked or reasonably identifiable as confidential.
14.2
This obligation continues beyond the termination of the Agreement.
14.3
The duty of confidentiality does not apply to information that:
Was already known or publicly available before disclosure;
Becomes publicly available without breach;
Must be disclosed under legal or regulatory obligations.
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15. Force Majeure
Neither party shall be liable for failure to perform due to events beyond its reasonable control, including natural disasters, war, acts of terrorism, labor disputes, or governmental actions. The affected party shall promptly inform the other and resume performance as soon as practicable.
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16. Final Provisions
16.1
Amendments or supplements to this Agreement must be made in writing. The same applies to any waiver of this written form requirement.
16.2
This Agreement is governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
16.3
The exclusive place of jurisdiction for all disputes arising from or related to this Agreement shall be Cologne, Germany.
The Licensor may also bring an action at the Customer’s principal place of business.
16.4
Should any provision of this Agreement be or become invalid, the remaining provisions shall remain unaffected. The parties shall replace the invalid clause with a legally permissible provision closest to the intended purpose.
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Smart In Venture GmbH
Gleueler Str. 245-249
50935 Köln, Germany
Tel.: +49 221 67002150
Fax: +49 221 67002151
Email: info@smartinventure.com
Company Website: www.smartinventure.com
Product Website: www.speedbits.io
CEO: Dr. Martin Weihrauch
Registered: Amtsgericht Köln HRB 109490
VAT ID: DE357398390
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