Terms And Conditions
- Scope
1.1 UFOstart GmbH, Monbijouplatz 10, 10178 Berlin / Germany (the "Operator", "us" or "we") offers on the website www.ufostart.com (the "Website") 'providing and licensing marketing software to businesses' (as more specifically described in Sec. 3, the "Service").
1.2 By "Customer", "your" or "you" we mean the legal entity or natural person that is using the Service under these Terms and Conditions. When we refer to "Parties" we mean you and us together.
1.3 The legal relationship between you and us is based exclusively on the agreement concluded between us (the "Contract"), which includes these general terms and conditions (the "Terms and Conditions"). In the event of contradictions between the Contract and the Terms and Conditions, the provisions of the Contract shall prevail.
1.4 If special conditions for individual uses of the Service deviate from these Terms and Conditions, this will be indicated at the appropriate location within www.ufostart.com. In this case, the respective special terms of use shall apply in addition.
1.5 The Service may only be used by Customers who are entrepreneurs within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). We may demand that you provide sufficient proof of your status as an entrepreneur before concluding a Contract.
1.6 Terms and conditions of you deviating or conflicting with these Terms and Conditions are not accepted by us, unless we have expressly agreed to them. We hereby reject any counter-confirmations by a Customer with reference to its terms and conditions. Individual agreements between the Parties do always prevail.
1.7 The User Agreement language is English. We do not store the text of the User Agreement after the User Agreement has been concluded. You have access to the current version of the Terms and Conditions on the Website. The respective version of the Terms and Conditions at the time of conclusion of the User Agreement is provided to you via download.
1.8 We provide you the Service in English.
- Conclusion of Contract, Registration
2.1 The use of the Service requires your registration and the conclusion of a Contract between you and us.
2.2 The conclusion of a Contract requires that you create a customer account ("Account") on the Website. To register, it is necessary that you first create an account with your data as requested in the registration process, which is to be provided completely and truthfully, and agree to the Terms and Conditions.
In addition, you select a username and password. After completing the registration process, you receive an activation link by email. You must click on this link to successfully create the Account and confirm your details (double opt-in).
The registration of a legal entity or partnership may only be carried out by a natural person authorized to represent the entity or, respectively, partnership; the natural person must be named.
We may refuse to accept registrations if there is a reason for doing so, e.g., incorrect information is provided or circumstances indicate that payment obligations may not be fulfilled.
2.3 Only one account may be opened per Customer. An account is not transferable.
2.4 After successful completion of the registration, information required for the relevant payment method must be entered. By clicking on ‘Subscribe now‘, you submit a binding offer to purchase or book the Service as displayed in the booking overview and based on the pricing model shown there.
Immediately after submitting the offer, you receive a confirmation, which, however, does not yet constitute an acceptance of the contractual offer. The Contract between you and us is established as soon as we provide the purchased Service to you or accept your offer in a separate way (e.g., via email or other digital means).
2.5 Via a password-protected login area, you can perform certain activities online by yourself, such as the use of the AI agents and their functionalities as provided.
- Scope of Services
3.1 The Service is providing and licensing of Marketing software, supported by generative artificial intelligence.
3.2 The scope of services with respect to the Service purchased by the Customer is set out in the description on our website (altogether, the "Service").
3.3 We are entitled to change the Service if (i) applicable law requires such changes, (ii) the changes are beneficial to you and (iii) the changes are of a purely technical or procedural nature and have no material impact on you. All other changes are subject to Sec. 14 of these Terms and Conditions.
3.4 If we store any of your data, we will take state-of-the-art measures to protect your data. However, we shall not be subject to any custodial or safekeeping obligations with regard to your data.
- Access Data
4.1 We will provide you access data and instructions that you need to use the Service.
4.2 You shall protect the access data provided to you against access by third parties and keep it safe in accordance with the state of the art.
4.3 The access data may not be passed on to third parties, with the exception of your employees for professional purposes.
- Scope of Use, Usage Rights
5.1 You may use the Service only within the scope of your own business activities (the "Authorized User Scope").
5.2 Subject to payment of the agreed remuneration, you shall receive a simple, i.e. non-sublicensable, non-transferable and non-exclusive right to use the results of the Service. All other rights remain with us.
5.3 the Service may only be used by you for your own purposes. In particular, you may not use the Service to
5.3.1 make the Service available to third parties outside the agreed Authorized User Scope;
5.3.2 use the Service to develop a competing solution or to help a third party to do so;
5.3.3 to distribute illegal and/or infringing content; and/or
5.3.4 sell, license, rent, transfer or in any other way commercially exploit the Service.
- Obligations of the Customer
6.1 You undertake to ensure that we are provided with all documents and information necessary for the performance of the Service in a timely, correct and complete manner. If you culpably fail to provide a required act of cooperation, fail to provide it on time or fail to provide it in the agreed manner, any costs incurred by us as a result (e.g. delays, additional expenses) shall be borne by you.
6.2 If the Service is provided via an internet connection, you are obliged to ensure the technical requirements of accessing the Service via an internet connection, in particular through adequate bandwidth and latency, yourself. If these technical requirements are not fulfilled by you, it may come to restrictions of the usability of the Service. We are not responsible for these restrictions.
6.3 You shall ensure to only use the Service to the contractually agreed extent. We must be informed immediately of any unauthorized access. We are entitled to block the account, the access to the login area, to the Service and/or to other services in case of misuse.
6.4 You are obliged to not use the Service in a way which violates applicable law, official orders, third-party rights or agreements with third parties.
6.5 You shall indemnify us against all claims, disputes, losses, damages, expenses, costs (including court costs and legal fees) and liabilities ("Losses") arising out of or in connection with (i) your use of the Service in breach of these Terms and Conditions, or (ii) any breach by you of any obligation or prohibition set out in Sec. 5.3 or in this Section.
6.6 You authorize us and grant any unlimited rights (where applicable) to us to use data and insights obtained or derived during the processing of any data or in the context of the use of Services for our own purposes, including, but not limited to, improving and training artificial intelligence and other services from us.
- Remuneration
7.1 You shall pay a fee to us for the use of the Service. The prices and the respective terms of payment are set forth in the price list, which is available under www.ufostart.com and may either be in the form of a subscription or based on the time spent or number of usage.
7.2 We reserve the right to increase the fees for future contract periods. In this case, we will communicate the increase to you in writing at the latest eight (8) weeks before the fee increase comes into effect. In the event that you do not accept the price increase, and provided the price increase is higher than 5%, you are entitled to terminate the Contract with 14 days' notice to the end of the current contractual period.
7.3 All fees are stated in and are payable in Euros plus applicable VAT.
7.4 We will invoice you on a monthly basis via the payment provider Stripe Inc.. Payment is due within 14 days of receipt of the invoice.
7.5 Invoices not paid within such period shall accrue interest at the applicable statutory rate. In addition, services may be restricted in the event of default. In the event of a delay in payment of more than 60 days, the operator is entitled to terminate the entire contractual relationship without notice.
7.6 All payments due shall be made electronically via the options provided by our payment provider.
7.7 You are not entitled to offset claims against us, unless the claims have been legally established by a binding court decision or have been recognized in writing by us.
- Term, Termination
8.1 Contracts on the use of the Service are concluded for an indefinite period. The Contract can be terminated by either Party with a notice period of one (1) month to the end of the month.
8.2 The right to terminate without notice for good cause remains unaffected. Good cause shall be deemed to exist, in particular, if the other Party materially breaches the obligations set out in these Terms and Conditions, if insolvency proceedings are opened against such Party's assets, or if such Party becomes insolvent or illiquid.
8.3 Any termination must be in text form.
8.4 In the event of termination of the Contract, all rights of use to the Service granted to you shall lapse immediately and you shall cease to use the Service. - Warranty Rights
9.1 The Service provided by us essentially corresponds to the stated service description.
9.2 The provisions of service contract law (Sec. 611 et seqq. German Civil Code (Bürgerliches Gesetzbuch, BGB)) shall apply.
9.3 We do not guarantee that your business expectations associated with the use of the Service will be realized.
9.4 We do not assume any additional guarantee for the Service or any result based on the service without express confirmation.
9.5 Any claims for damages are subject to the limitations set out in Sec. 10 (Liability).
- Liability
10.1 We are liable to you without limitation in the event of intent, gross negligence and culpable injury to life, body or health. We are also liable without limitation for claims under the Product Liability Act (Produkthaftungsgesetz, ProdHaftG), for guarantees given in writing and for claims due to the absence of warranted characteristics.
10.2 Notwithstanding the preceding paragraph, we shall be liable to you in the event of minor negligent breaches only with respect to material contractual obligations, but, in any case, limited to the damage typically foreseeable at the time of conclusion of the Contract. Material contractual obligations are obligations (i) the fulfillment of which is a prerequisite for the proper performance of the Contract or the breach of which jeopardizes the purpose of the Contract, and (ii) the compliance of which you may regularly rely on.
10.3 We are entitled to raise the objection of contributory negligence on your part (e.g. due to a breach of your obligations in accordance with Sec. 7.
10.4 This Section shall also apply in favour of our employees, representatives and bodies.
- Data Protection
The parties shall comply with the applicable data protection provisions that apply to them. - Confidentiality
12.1 The Parties undertake to maintain confidentiality about all Confidential Information that they obtain in connection with the Contract and its performance and not to disclose or pass on such information to third parties. "Confidential Information" within the meaning of the preceding sentence shall mean all business, technological, scientific, patent and other internal information of the Parties relating to any business strategies, ideas, intellectual property rights, development, know-how and production of the Parties that has already been disclosed or will be disclosed under the Contract. The confidentiality obligation shall not apply to information of a Party,
12.1.1 that was already in the possession of the other Party before it was handed over by that Party;
12.1.2 that was already publicly known at the time of the disclosure;
12.1.3 which becomes publicly known after it has been disclosed to the other Party, unless this occurs due to a breach of the confidentiality obligation set forth in these Terms and Conditions by one of the Parties;
12.1.4 to the disclosure of which the other Party has given its prior consent in text form (including e-mails); or
12.1.5 for which there is a legal obligation to surrender or disclose.
- Amendments to these Terms and Conditions
13.1 For good cause, in particular in the event of changes in statutory law, supreme court rulings, the Service, or market conditions, we may notify you of an amendment to these Terms and Conditions, indicating the main changes. The amended Terms and Conditions are deemed agreed by you if you have not objected to the amendment within one month after receipt of the notification and we have specifically pointed out this consequence to you in the notification. Changes to the scope of services agreed with you require your express consent, irrespective of the above provisions.
13.2 If you object to an amendment of the Terms and Conditions within the aforementioned period, we are entitled to terminate the Contract with a notice period of one (1) months to the end of the month.
13.3 In addition, in the event of an increase in fees, Sec. 7.2 shall apply.
- Notices
Notifications from the Customer shall be sent by e-mail to contact@ufostart.com. Important changes to customer data or other circumstances affecting the contractual relationship shall be communicated by the Customer to the Operator immediately at the above e-mail address.
- Final Provisions
15.1 German law shall apply. Any conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.
15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions or the Contract shall be Berlin/Germany, to the extent applicable mandatory law does not provide otherwise. The place of performance is the registered office of the Operator.
15.3 Should a provision of these Terms and Conditions be or become invalid, contain an invalid deadline provision or a gap, the legal validity of the remaining provisions shall remain unaffected. Insofar as the invalidity does not result from a violation of Sec. 305 et seqq. German Civil Code (Bürgerliches Gesetzbuch, BGB), the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intentions of the Parties. The same applies in the event of a gap. In the event of an invalid term, the legally permissible term shall apply.
Version: 1, November 2024