Terms and conditions

§ 1Scope

(1) These General Terms and Conditions (“Terms”) apply to all contracts between Amphora IT (the “Provider”) and its customers (the “Client”) for the provision of digital software solutions under a Software-as-a-Service (SaaS) model.

(2) The Client’s differing terms and conditions do not apply unless their validity has been expressly agreed in writing.

(3) These Terms also apply to future contracts with the same Client without requiring a further reference to them.

§ 2Definitions

The following definitions apply for the purposes of these Terms:

Application

The white-label application provided by the Provider, including its backend, interfaces, database, administration area and all technical components.

White-label version

Individual branding of the Application with the Client’s logo, colours and company details.

Backend

The administration area of the Application.

End customer

Any natural or legal person using the Client’s Application.

Third-party providers

These include, for example, the following or comparable services:

• Stripe
• Firebase
• Google
• Apple
• OneSignal
• Hosting providers
• Cloud providers

§ 3Subject of the contract

(1) Amphora IT provides the Client with a cloud-based white-label customer loyalty platform as Software-as-a-Service.

(2) The subject of the contract is the grant of a time-limited right of use during the contract term.

(3) The software is expressly not sold.

(4) All rights to the software remain with the Provider.

§ 4Scope of services

The scope of services is determined by:

• The individual contract
• The service description
• These Terms

The Provider may further develop functions technically, provided the essential purpose of the contract is preserved.

§ 5White-label software

(1) The Client receives an individually branded version of the Application. This includes, in particular:

• Company logo
• Company colours
• Contact details
• Individual content
• Connection of an own domain, where technically possible

(2) The technical platform remains wholly owned by the Provider.

(3) A separate App Store listing is not included in the scope of services.

§ 6Software licence

(1) The Provider grants the Client a non-exclusive, non-transferable and non-sublicensable right of use for the duration of the contract.

(2) In particular, the Client is not entitled to:

• Copy the software
• Resell it
• Rent it out
• Lease it
• Make it accessible to third parties
• Grant sublicences
• Reverse-engineer it
• Extract source code
• Modify software components

§ 7Intellectual property

All rights to the following remain exclusively with the Provider:

• Software
• Source code
• Framework
• API
• Backend
• Database
• Algorithms
• Designs
• User interfaces
• Modules
• Automations
• AI functions
• Documentation

§ 8Commencement of the contract

The contract begins when signed by both parties or when the Application is activated, whichever occurs first.

§ 9Fees

(1) The fees are set out in the respective SaaS contract.

(2) All prices are net, plus the applicable statutory value added tax.

(3) The first monthly fee is due immediately upon conclusion of the contract.

(4) All subsequent monthly fees are invoiced in advance.

§ 10Payment terms

Invoices are payable within 14 calendar days without deduction.

The Provider is entitled to send invoices exclusively electronically.

§ 11Late payment

(1) If the Client is in default of payment, the Client will first receive a payment reminder.

(2) After the payment deadline has passed, the Provider is entitled to issue formal reminders.

(3) If full payment is not made within 30 calendar days of the due date, the Provider is entitled to:

• Block access to the platform in whole or in part
• Deactivate individual functions
• Suspend support services
• Withhold further services until payment is settled

(4) The obligation to pay remains unaffected.

§ 12Third-party providers

The Provider uses third-party providers to deliver its services. These may include, in particular:

• Apple
• Google
• Stripe
• Firebase
• Cloudflare
• Hosting providers
• Push notification services
• CDN services

The Provider is not liable for disruptions attributable exclusively to the services of these third-party providers.

§ 13Platform availability

(1) The Provider endeavours to achieve the highest possible technical availability of the Application.

(2) Continuous availability of 100% is expressly not owed.

(3) Maintenance, security updates, server migrations or technically necessary work may result in temporary restrictions.

(4) Where possible, the Provider will inform the Client before planned maintenance.

§ 14Software updates

(1) The Provider continuously develops the platform.

(2) Security updates, bug fixes and optimisations are installed automatically.

(3) The Provider independently decides on:

• New functions
• Changes to existing functions
• Adjustments to the user interface
• Technical improvements

(4) There is no entitlement to specific future functions.

§ 15Beta functions

(1) The Provider may initially make new functions available as beta versions.

(2) Beta functions may:

• Contain errors
• Be changed
• Be removed at any time

(3) There is no entitlement to the permanent provision of beta functions.

§ 16Support

The monthly scope of services includes:

• Technical support
• A WhatsApp group
• General assistance
• Individual advice by appointment

Support is generally provided during normal business hours. There is no entitlement to immediate handling.

§ 17Service levels

The Provider endeavours to achieve the following handling times:

Critical errors

Handled as quickly as possible.

Normal support requests

Usually within two working days.

Consultation appointments

By mutual arrangement.

These handling times do not constitute guaranteed response times.

§ 18Client cooperation

In particular, the Client undertakes to:

• Provide necessary information
• Provide access credentials in good time
• Provide content
• Provide logos
• Provide images
• Keep products up to date
• Provide a legal notice
• Provide a privacy policy

Delays caused by a lack of cooperation extend agreed deadlines accordingly.

§ 19Domain

The Client is responsible for:

• Domain registration
• Domain costs
• DNS management

The Provider assists with technical set-up to the extent agreed.

§ 20Costs of third-party services

The monthly fee does not include, in particular:

• Domains
• Hosting of external systems
• Apple Developer fees
• Google Developer fees
• Stripe fees
• External plugins
• Paid APIs
• Third-party licences

The Client bears these costs.

§ 21Data migration

Where agreed, the Provider assists with the migration of existing data.

There is no entitlement to the complete transfer of all data.

§ 22AI functions

The platform may use artificial intelligence. AI-generated content is provided solely for assistance.

The Provider gives no warranty regarding the following aspects of AI-generated content:

• Completeness
• Accuracy
• Currency
• Legal permissibility

The Client is responsible for reviewing it.

§ 23API use

Where APIs are used, the Provider reserves the right to make technical changes at any time.

Failures or changes to external interfaces do not constitute a defect.

§ 24Data protection

The Provider processes personal data exclusively in accordance with statutory provisions.

Where required, the parties will additionally conclude a data processing agreement under Article 28 GDPR.

§ 25Confidentiality

Both parties undertake to keep all confidential information secret. This includes, in particular:

• Business models
• Price lists
• Source code
• Technical documentation
• Marketing strategies
• Customer data
• Access credentials
• Internal processes

This obligation continues for a further two years after the contract term. Business and trade secrets remain protected beyond that period for as long as they retain their status as secrets.

§ 26Data security

The Provider takes appropriate technical and organisational measures to protect personal data. These include, in particular:

• Encrypted data transmission
• Access protection
• Role-based permissions
• Regular backups
• Security updates

§ 27Liability

(1) The Provider is liable without limitation for intent, gross negligence and damage arising from injury to life, body or health.

(2) In cases of a slightly negligent breach of essential contractual obligations, liability is limited to foreseeable damage typical of the contract.

(3) Otherwise, liability for slight negligence is excluded to the extent permitted by law.

(4) Liability for indirect damage, lost profit, unrealised revenue or consequential damage is excluded to the extent permitted by law.

§ 28No guarantee of success

The Provider does not owe any economic success. In particular, there is no entitlement to:

• More customers
• More appointments
• Higher revenue
• Better reviews
• Higher rebooking rates
• More referrals
• Better conversion rates

Use of the platform does not replace the Client’s business decisions or marketing activities.

§ 29Force majeure

Neither party is liable for delays or impediments to performance caused by events beyond its control. These include, in particular, natural disasters, pandemics, strikes, official orders, cyberattacks, widespread power or internet outages and comparable events.

§ 30Contract term and termination

(1) Unless otherwise agreed in the individual contract, the contract is concluded for an indefinite period.

(2) Either party may terminate the contract in text form with 14 calendar days’ notice to the end of the current billing month.

(3) The right to extraordinary termination for good cause remains unaffected.

§ 31Consequences of termination

When the contract ends:

• The right to use the Application ends
• Accounts are deactivated
• The Provider may block access

Personal data will be deleted after statutory retention obligations expire, but no later than 30 days after the contract ends, unless another statutory obligation prevents this or the Client requests a permissible release of data.

§ 32Use as a reference

The Provider is entitled to use:

• The company name
• The logo
• Screenshots of the white-label Application
• General project results
• Testimonials (with consent)
• Anonymised metrics

for marketing and reference purposes, unless the Client expressly objects in text form.

§ 33Changes to these Terms

The Provider may amend these Terms where necessary due to legal, technical or economic developments, provided the Client is not unreasonably disadvantaged. Changes will be communicated to the Client in text form in good time. If the Client does not object within a reasonable period, the changes are deemed accepted to the extent legally permissible.

§ 34Final provisions

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

(2) If the Client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Bremen to the extent permitted by law.

(3) Amendments and additions to the individual contract must be in text form unless a stricter form is required by law.

(4) If any provision of these Terms is or becomes wholly or partly invalid, the validity of the remaining provisions is unaffected. The parties will replace the invalid provision with a valid provision that comes as close as possible to its economic purpose.