General Terms and Conditions

Non-binding English translation. This is a convenience translation of the German original „Allgemeine Geschäftsbedingungen“. The legally binding version is the German original; in the event of any discrepancy, the German version shall prevail.

Joshua Maurer
c/o CS Business Center GmbH
Mittelweg 144
20148 Hamburg

for

„LaizyNote“

These General Terms and Conditions (“GTC”) apply to the services of Joshua Maurer, sole proprietorship (also referred to as “we”), which are provided to customers (hereinafter also the “Customer”) with the software „LaizyNote“. The Customer’s own general terms and conditions do not apply unless we expressly agree to their validity. With our services and our GTC, we address ourselves exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), i.e. persons and partnerships acting in a commercial, freelance or self-employed capacity, as well as legal persons, legal persons under public law or special funds under public law, but not to consumers (§ 13 BGB).

Preamble

Where the Customer has concluded a SaaS agreement with us on the provision of services, which comes into being through the Customer’s registration for our services via our registration process together with the subsequent registration confirmation (hereinafter collectively also the “SaaS Agreement”), the Customer acquires the following services and rights, subject to any specific mutual agreements in the SaaS Agreement, in its registration or in its order.

1. Subject matter of the contract

(1) With „LaizyNote“ we offer a web-based productivity and collaboration software for individual users, self-employed persons and small and medium-sized teams.

(2) The services we provide to the Customer may include the components named in the SaaS Agreement, in the registration or ordering process, or in these GTC or the documents referenced herein, such as the DPA, the service description and the pricing model.

(3) Should the Customer conclude the SaaS Agreement for a company or other organisation, a partnership or a legal person, the Customer warrants that it is authorised to legally represent and bind them.

(4) An overview of our services is set out in the service description, which in its respective current version is available on our website at https://laizynote.eu/de/legal/leistungsumfang/ or is apparent from the SaaS Agreement.

(5) Since, within the scope of the contractual relationship with the Customer, we process personal data on behalf of the Customer, this processing takes place on the basis of the data processing agreement pursuant to Art. 28 GDPR (“DPA”), which becomes effective immediately upon the SaaS Agreement taking effect. The respectively applicable DPA is available on our website at https://laizynote.eu/de/legal/avv/ or is attached to the SaaS Agreement as an annex. Joint controllership within the meaning of Art. 26 GDPR does not exist.

(6) “Customers” within the meaning of these GTC and also within the meaning of the SaaS Agreement are registered users of our software, regardless of whether in a free or a paid version. Customers therefore include, in particular, so-called “guests”, i.e. users who have been invited by other users to collaborate in a workspace. Should we provide different services to the various user groups, or should special rights and obligations apply to different user groups, we will clearly indicate this at the relevant point in these GTC, in our service description, in the pricing model or elsewhere.

a. Software / software services

(1) LaizyNote and the processes carried out within it constitute a “Software-as-a-Service” (“SaaS”) solution (hereinafter also the “Software” or “software services”). LaizyNote is a web-based application for organising notes, tasks, projects, contacts, time tracking and files in a shared working environment. The application is aimed at individual users, self-employed persons and small and medium-sized teams. It is provided as Software-as-a-Service over the open internet and can be used in the browser as well as an installable Progressive Web App (PWA) on mobile and desktop devices.

(2) The main functions of our software include, among others, the following functions, which are not exhaustively listed:

a. Task & project management and time tracking
b. Contact management (CRM) & calendar function
c. Document & file management
d. Team workspaces with a roles & permissions system
e. Guest function for inviting external persons
f. AI assistant “Daisy” to provide support with, among other things, tasks & text creation

(3) A so-called “guest” account can be created and used free of charge. Compared to other users, a guest has restricted functions, such as:

a. access to the team workspace(s) to which they were invited
b. own account settings (profile, password, language, etc.)
c. no own personal workspace
d. no possibility to create own workspaces or invite other persons
e. where applicable, rights configured by the workspace owner

(4) We continuously develop, improve and add functions to the software. An overview of our respectively current service portfolio, which in particular also differentiates between normal use and guest use, is set out in the service description, which in its respective current version is available on our website at https://laizynote.eu/de/legal/leistungsumfang/.

(5) We make our software services available to the Customer under a “subscription model”, i.e. legally speaking as a rental item for the duration of our contractual relationship. Due to the flexible functionalities, the configuration of the functions can be individually adapted to the needs of each Customer.

(6) We expressly point out to the Customer that the current version of our software is software at an early stage of development. This early version may contain errors and defects that can result in incorrect data processing.

b. Web & server hosting

(1) In relation to our software services, we also provide web & server hosting services. Our web & server hosting services include, in particular, the provision of an IT environment for our software. The IT environment is set up within one or more servers. These servers may in particular consist of virtual private servers or are rented from professional hosting providers.

(2) Within the scope of our web & server hosting services, we provide the Customer with storage space in the size booked by the Customer, or in the size provided by us within the model booked by the Customer, for storing its data.

(3) We ensure that the data processed with our software services can be retrieved via the internet and exported by the Customer in a common, comprehensive, structured and machine-readable format. Subject to differing provisions concerning the processing of personal data, the Customer may at any time request the release or transmission of its data to itself or to a third party named by the Customer in a comprehensive, structured and machine-readable format. We will charge the Customer no costs, or only reasonable costs, for any effort incurred on our side in this respect.

(4) The parties agree that our services do not constitute a data processing service within the meaning of Regulation (EU) 2023/2854 (Data Act).

(5) The Customer is not entitled to provide its storage space to a third party for use.

c. Support services

(1) Furthermore, in relation to our software services, we offer supplementary support services. These support services consist in particular of the installation of security updates and the regular further development of our software services.

(2) In addition, we ensure that the Customer can reach us directly for urgent assistance in support cases.

(3) All information on our support services and the corresponding points of contact can be found in our service

description at https://laizynote.eu/de/legal/leistungsumfang/.

2. Remuneration for our services

(1) The Customer acquires our services, as a rule, on the terms of the selected pricing model.

(2) An upgrade of the selected pricing model or an extension of the booked services is possible at any time with

immediate effect. A reduction in the number of users or the downgrading of a pricing model is possible at any time with effect from the next billing period.

(3) All remuneration is understood to be exclusive of value added tax at the statutory rate applicable at the time and place of provision of the service. For the booking of our services by Customers in the EU area outside Germany, billing is carried out under the reverse-charge procedure.

(4) Should we bill our services on a quota basis, e.g. via a so-called “credit system”, the Customer is, in the respective billing period, only entitled to the credits included in the respective pricing model. The Customer may acquire individual additional credits in accordance with the terms of the pricing model. Unused credits included in the respective pricing model expire at the end of the respective validity period (as a rule, per month) if they were not used.

(5) The remuneration for the services to be provided by us is, as a rule, to be paid by the Customer in advance for the respective billing period. We are also entitled to invoice the Customer for the respective remuneration up to 12 months in advance.

(6) We are entitled to collect all remuneration via payment service providers. Should we do so, the Customer must also observe the terms and conditions of these payment service providers when using them. The Customer has available the means of payment provided through the processing by the payment service provider, such as in particular credit card, SEPA direct debit or other means of payment. As a rule, the payment service providers are also responsible for automatic tax determination and VAT ID validation. We do not charge the Customer a separate fee for any of the payment service providers.

(7) In addition to contractually agreed price changes, we have the right to adjust our prices, at most once a year, to the development of the costs that are decisive for “price formation”. The following applies to a price adjustment:

a. Price formation: Decisive for price formation are, in particular, the costs for technology (e.g. operation of data centres, hardware, technical service) and costs for operating the services (licences, in particular software licences, costs of domain registration and management, costs of our suppliers who carry out the service on our behalf directly for the Customer), costs for customer support (e.g. for the service hotline, billing and IT systems), personnel and service costs, energy, overheads (e.g. for administration, marketing, rents, interest, financing costs, invoicing and payment), as well as governmentally imposed fees, taxes, levies and contributions. Price-forming factors may also include, in particular, the adaptation of our infrastructure to the state of the art and to the level of protection appropriate to the risks to the rights and freedoms of natural persons, as well as to the development of legal and regulatory requirements, in particular in the areas of data protection, telecommunications and consumer protection, and general economic changes, in particular the inflation-related deterioration in the value of money.
b. The price development of these cost factors may lead both to an increase and to a reduction of the prices to be paid by the Customer.
c. A price adjustment is limited to the extent of the changes in the cost factors, at most to 15% of the respective current prices.
d. Both in the case of a price increase and a price reduction, we will take into account whether the price change can be offset by decreased/increased costs in another area.
e. We will notify the Customer of the change in text form at least 4 weeks before the planned effective date. In the event of a price change, the Customer has the right to terminate the SaaS Agreement without observing a notice period, in text form, with effect from the date the change takes effect. This does not apply where the change is based exclusively on a change of governmentally imposed taxes, fees, levies and contributions, or has an effect in the Customer’s favour. In the notice of change, the Customer is specifically informed of its right of termination. Should the Customer not terminate within the aforementioned period but express that it does not agree with the price increase (“objection”), we have the right, within 4 weeks of its objection, to terminate the SaaS Agreement extraordinarily.

3. Term of the SaaS Agreement

(1) The SaaS Agreement on the software is concluded for the duration selected in the ordering process, and otherwise, in the absence of specific information, for the standard term of one year from conclusion of the contract (“initial term”).

(2) The provisions on termination are set out in the ordering process. Otherwise, i.e. in the absence of a provision in the aforementioned documents and processes, the following applies: the SaaS Agreement may be terminated at any time with effect from the end of the initial term.

(3) Termination may be effected in text form (at least by e-mail) or by correspondingly ending the use of our services in the Customer’s admin area. In the absence of termination, the SaaS Agreement is extended in each case by the duration of the initial term.

(4) Upon the termination taking effect, access to our services is blocked for the Customer and its users. The Customer may export the content processed with our services until the termination takes effect. Thereafter, we will completely delete its access. Support services in connection with the termination may be provided by us on request and, where applicable, for separate remuneration.

(5) We reserve the right to discontinue the offering, support and further development of our services at any time and to terminate the SaaS Agreement accordingly. The discontinuation of the entire operation, and thus also the termination of the SaaS Agreement, takes place only for good cause or while granting reasonable notice and transition periods.

(6) The right to extraordinary termination of the SaaS Agreement for good cause remains unaffected. Good cause exists in particular where:

a. the Customer is in default of payment for longer than 30 days and, following a reminder, does not settle the arrears within one week from the date of receipt of the reminder;
b. the Customer breaches contractual obligations, such as in particular those under Section 6 of these GTC, despite a warning from us, in particular continues or tolerates a use of the software contrary to the contract.

4. Online registration & ordering

(1) In order to be able to use our software in accordance with our GTC, the Customer must create a user account. This requires an online registration. Through successful registration, a free SaaS Agreement on the use of our software services comes into being. After successful registration, the Customer has the “free tier”, i.e. the free version of our software, immediately available. The Customer is taken to its personal workspace and can begin using it immediately.

(2) Upon the successful ordering of a chargeable plan of our software services, a chargeable SaaS Agreement on the use of our software services comes into being through the following steps:

a. Information about the content and costs of the chargeable software services we offer can be found in our software or on our website. This information does not yet constitute an offer to conclude a SaaS Agreement on the use of our services.
b. Only by submitting the relevant order form does the Customer make a binding offer to us to conclude a chargeable SaaS Agreement on the relevant software services.
c. Before the order form is submitted, we point out that the order is subject to a charge and give the Customer the opportunity to take note of these GTC and other contractual terms. These can also be downloaded and saved.
d. Furthermore, before the order form is submitted, we give the Customer the opportunity to review its entries and, where applicable, to correct them.
e. After the order form is submitted, the Customer receives from us a confirmation of receipt of its order to the e-mail address provided by the Customer. As a rule, this confirmation of receipt also constitutes acceptance of its offer to use our software services.
f. In this e-mail or in a separate e-mail, the contract text (consisting, for example, of order content, GTC, DPA, order confirmation and invoice) is sent or made available to the Customer by us, where applicable as a link (contract confirmation). The Customer can download and save this.
g. Upon full payment for the acquired software services, the Customer obtains immediate access to the chargeable software services, unless otherwise agreed.
h. We do not store the contract text permanently; the Customer must therefore secure the documents on its own responsibility.

5. Integrated services

(1) For the provision of our services, we make use of artificial intelligence services (hereinafter also “Integrated Services”).

(2) We use Integrated Services in particular for the following functions:

a. creating, editing and deleting content
b. structuring and organising workspace content
c. summarising, rephrasing and translating content
d. extracting and suggesting tasks, appointments or contact data from texts
e. context-related search and answering of questions
f. text creation and phrasing assistance for notes, e-mail drafts or documentation
g. general conversation and productivity support in the workspace context

(3) Within the scope of using services that draw on Integrated Services, the following applies:

a. The responses and results output by the Integrated Services do not constitute legal, tax or professional advice. The Customer has the obligation to independently review the responses and results it obtains on the basis of using our software services, which in turn draw on Integrated Services, and, where applicable, to have them assessed legally.
b. We give neither a guarantee nor a warranty for the correctness and usability of the responses and results output by the Integrated Services. These may therefore well be incorrect. Actions derived from them should therefore not be based on their content without verification.
c. We give neither a guarantee nor a warranty for the permanent availability of the Integrated Services. Since these are provided by other organisations, we have no influence on the technical availabilities.
d. We give neither a guarantee nor a warranty that the responses and results are freely usable by the Customer. We expressly point out that all responses and results may be protected (under copyright). Such protection generally prohibits, in particular, the further distribution of the responses and results by the Customer.
e. The Customer decides for itself, and is therefore itself responsible for, which information and data it shares with our services that draw on Integrated Services. While we do review the Integrated Services as to whether they comply with applicable laws and our guidelines, the Customer should nevertheless not share any information and data that are subject to data protection or to the protection of secrets, or that represent particularly sensitive information about itself, its employees, customers, third parties, etc.

(4) We make our software, and in particular the functions contained therein that access Integrated Services, available to the Customer in two versions. On the one hand in the “human-in-the-loop” version, and on the other hand in the “fully automatic mode”. In the “human-in-the-loop” version, the Customer receives the responses and results generated by the Integrated Services as a suggestion, which the Customer and its users can independently review and change and subsequently use. With the “fully automatic mode”, the Customer chooses to use the responses and results generated by the Integrated Services without verification. We expressly point out to the Customer at this point that it uses both versions of our software on its own responsibility in accordance with the provisions of these GTC, in particular Sections 5, 6 and 7. In this respect, the Customer is the sole controller of the actions carried out with our software. This applies to a significantly increased degree to the use of our software in “fully automatic mode”, since a human review of the outputs of the functions of our software working with the support of Integrated Services is then no longer possible. In the case of using the “fully automatic mode”, we expressly recommend that the Customer carry out spot checks of the responses and results of the functions of our software working with the support of Integrated Services before they are used by the Customer as intended.

(5) Unless expressly assured or required by law, we assume no responsibility for the responses and results, or actions or omissions on the part of the Customer, resulting from the use of our software services that draw on Integrated Services. This means that, unless legally binding or unless attributable to us, we are not liable for the correctness and suitability of the responses and results of the Integrated Services for the Customer’s intentions, or for the actions and omissions that the Customer derives therefrom. Otherwise, we are liable in accordance with the liability provisions communicated in these GTC.

(6) The Integrated Services we use may process copyright-protected positions, or copyright-protected positions may exist in the responses and results output by the Integrated Services. In this respect, the following applies: the Customer grants us the right, free of third-party rights, to pass on to the Integrated Services all copyright-protected positions that it processes with our services and thus with the Integrated Services we use. In the copyright-protected works generated by the Integrated Services, we in turn grant the Customer the simple right to use these in accordance with the provisions of these GTC within the scope of using our services. In this respect, the provision on the granting of rights of use under Section 10 of these GTC applies in particular.

6. Principles for the provision of our services

(1) Our software is online-based. A functioning internet connection is required to use our software.

(2) In our software, the Customer has the possibility to create further users, such as workspace members. For

this purpose, we provide the Customer with, or the Customer or the users created by the Customer create, corresponding passwords and access codes. The Customer is responsible for providing the correct information for this process about each user created by the Customer (names, e-mail addresses and contact information) and for keeping this information up to date at all times. In any case, the Customer remains independently responsible for the lawful processing of the content that it or its users process with our software.

(3) With our software and its functions, we merely provide the Customer with a technical basis for the purposes to be implemented by the Customer within the limits of the acquired services (see in particular the service description at https://laizynote.eu/de/legal/leistungsumfang/). Subject to the validity of statutory legal obligations and subject to the provisions of these GTC, we assume no responsibility for the actions carried out with our software or for the content processed or created with our software. For all actions carried out and content processed or created by the Customer and its users with our software, the statutory provisions that directly oblige the Customer apply, as do the agreements and contracts that the Customer concludes with its users, partners, employees, etc., with whom or for whom it uses our software.

(4) Unless we have expressly agreed this, we are not obliged, by providing our services, to bring about an economic or other success on the Customer’s side.

(5) When using our software, the Customer is in particular prohibited from processing content, making it available to third parties or otherwise associating it with our software, which

contains pornographic or obscene material,
glorifies war, terror and other acts of violence,
is capable of seriously endangering children or young persons morally,
depicts people in a manner that violates human dignity and/or reproduces an actual event without

there being an overriding legitimate interest precisely in this form of reporting,

incites hatred against parts of the population or against a national, racial, religious group or a group

defined by their ethnicity, calls for violent or arbitrary measures against them, or attacks the human dignity of others by insulting, maliciously disparaging or defaming parts of the population or one of the aforementioned groups,

depicts cruel or otherwise inhuman acts of violence against people or animals in a manner that expresses a glorification or trivialisation of such acts of violence or that depicts the cruel or inhuman nature of the event in a manner that violates dignity,
is capable of denying, insulting, threatening or defaming others.

(6) For the use of our software, since this is a “SaaS software”, the provisions of tenancy law apply. Maintenance measures such as updates, patches, hotfixes are part of our service. Further support is offered subject to a corresponding agreement. Beyond the maintenance measures, the statutory warranty law for rental defects applies.

(7) Adaptations, changes and additions to the software, as well as measures serving to identify and remedy malfunctions, will only lead to a temporary interruption or impairment of availability where this is technically imperative.

(8) The Customer may not provide our services to third parties for commercial use.

(9) We are entitled to have our services provided by third parties and subcontractors.

(10) Should we give the Customer the possibility, in connection with the provision of our services, to connect

Customer-owned or Customer-licensed services, such as its social media channels, communication channels such as WhatsApp, Meta Business accounts, shop systems, e-mail providers or other services licensed by the Customer itself, the Customer remains independently responsible for complying in this respect with the statutory and contractual provisions on the use of these services.

(11) We have the right to provide updates, upgrades, extensions and other significant improvements in our software at our own discretion during the term of the SaaS Agreement. The Customer acknowledges that such measures may lead to changes in the appearance and/or functionality of the software and the supported

environment, and/or that the continued use of the software may require the Customer to update its own system, including new operating systems (e.g. iOS, Android or Windows) or web browsers.

(12) In the event of force majeure, we are entitled to postpone our services for the corresponding duration by the duration of the impediment plus a reasonable start-up time, provided that the provision of the service is actually impossible for us. Force majeure means events not attributable to us or to a subcontractor and not foreseeable at the time of conclusion of the contract, such as operational disruptions, strike, lockout, staff shortage, pandemics and epidemics, official orders and similar circumstances. The right of each party to terminate the SaaS Agreement for good cause in the event of prolonged force majeure remains unaffected.

(13) The Customer is responsible for the actions of its users and is liable for these as for its own actions.

(14) Via links or functionalities in our software, the Customer may reach external websites and software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognisable by a change in the address bar of the browser or a change in the user interface.

(15) When using our software, the Customer is prohibited from:

infringing third-party intellectual property rights such as trademarks, copyrights and name rights,
using measures, mechanisms or software in connection with our software that may disrupt the function and operation of the software,
taking measures that may result in an unreasonable or excessive load on the technical capacities of

the software,

blocking, overwriting or modifying content,
carrying out reverse engineering with regard to our services,
adding elements to the software or changing, deleting or otherwise modifying elements of the software,
copying, extracting or otherwise using graphic elements, or attempting to decompile the source code

of the software (subject to § 69e UrhG),

applying aids that interfere with the operation of the software (in particular so-called “bots”, “hacks”,

etc.),

obtaining premium functions or other advantages, such as the systematic or automatic control of the

software or individual functions of the software, through the use of third-party software or other applications, or exploiting program errors for one’s own advantage (“exploits”),

distributing commercial advertising for third-party products or programs in connection with our services,
using malicious or virus-infected documents, files, third-party IT systems and data in connection with our services,
using mechanisms, software and scripts that go beyond the functionalities and interfaces provided, in particular where this blocks, modifies, copies or overwrites our services, and
impairing our software through data alteration (§ 303a StGB), computer sabotage (§ 303b StGB), forgery of data relevant as evidence (§§ 269, 270 StGB), suppression of data relevant as evidence (§ 274 StGB), computer fraud (§ 263a StGB), data espionage (§ 202a StGB), interception of data (§ 202b StGB) or other criminal offences.

(16) Fair Use Policy: Should we make statements such as “unlimited” within our service description or our pricing model that have an effect on the contractual relationship with regard to a pricing model selected by the Customer, these statements refer to normal, typical, industry-standard use that can reasonably be expected of customers such as self-employed persons, freelancers and small teams. To ensure the quality of service for all customers and users, we accordingly reserve the right, in the case of presumably intentional or grossly negligent abusive or resource-overloading use (e.g. automated mass data creation, imports far outside normal, typical, industry-standard use), to impose software-side restrictions or to contact the customer or user or even to temporarily block them. Further details on the Fair Use Policy can be found in our service description at https://laizynote.eu/de/legal/leistungsumfang/.

(17) We are entitled, after stating legitimate reasons, to refuse access to our software and to block or exclude the Customer or its users, or to terminate the SaaS Agreement extraordinarily, should we receive repeated

complaints about the Customer or should the requirements from the SaaS Agreement and these GTC, other requirements communicated by us or compliance with statutory provisions be repeatedly disregarded. We will inform the Customer of this without undue delay in each case and give it the opportunity to comment. Before a complete blocking or a complete exclusion, we will inform the Customer reasonably in advance, stating the corresponding reasons. Insofar as the Customer remedies the reason that led to the refusal, blocking or exclusion, we will examine a readmission to our software.

7. Customer’s duties to cooperate

(1) The following contributions and acts of cooperation are to be provided in particular by the Customer to us free of charge as ancillary obligations:

ensuring that the Customer has all necessary data protection consents and authorisations of its users and guests, so that the provision and use of our services together with these users and guests can take place in a legally compliant manner. This applies in particular to any processing of special categories of personal data, such as health data, intended by the Customer.
ensuring that the Customer complies, on its own responsibility, with all laws applicable to it, such as in particular the requirements of the AI Regulation and all legal obligations arising therefrom, such as in particular the transparency obligation under Art. 50 AI Act, towards its own end customers and users.
granting the necessary rights of use to third-party software, in particular databases, server operating systems and applications.
creating backups of its own content.
notifications of material and legal defects as well as of disruptions must contain a description of the

problem (e.g. with screenshots, anonymised log files).

if necessary: notification of the Customer’s applicable policies on remote access to its IT system.
in the case of security-relevant updates, we reserve the right to adapt our services at short notice.

Resulting adaptations on its IT systems are to be carried out by the Customer.

independent and self-responsible integration of the software (where applicable together with an

interface) into the Customer’s existing IT system.

(2) The Customer is responsible for ensuring that the technical prerequisites for the functioning of our software are met at the Customer’s premises, in particular with regard to the operating system, the connection to the internet and the (browser) software, observing any technical specifications issued by us. In the event of the further development or change of the technical components of the software (e.g. operating system, browser software), it is incumbent on the Customer to make the necessary adaptations to the software used by the Customer.

(3) If the provision of our service is delayed due to a circumstance for which the Customer, its legal representatives, employees or vicarious agents are responsible, any agreed deadlines shall be postponed by the corresponding period. We are therefore released from our obligation to perform until the proper provision of its duties to cooperate.

8. General liability

(1) Subject to separate provisions in the SaaS Agreement or in these GTC, we are liable for direct material and financial losses caused by us, our legal representatives, vicarious agents and the subcontractors engaged by us.

(2) In the case of slight negligence, our liability is limited to the loss typical for the contract and foreseeable. Outside the breach of essential contractual obligations, our liability for the compensation of indirect material

and financial losses, in particular lost profit, is completely excluded in the case of slight negligence. In the event of force majeure and in the case of free use of our services, our liability for slight negligence is excluded in its entirety. Essential contractual obligations are those whose fulfilment makes the proper performance of the SaaS Agreement possible in the first place and on whose fulfilment one may rely. Both parties agree that the loss typical for the contract and foreseeable is limited to twice the annual remuneration.

(3) We are liable without limitation in amount for injury to life, body or health and in the case of intentional, grossly negligent or fraudulent conduct. The same applies in the case of the written assumption of a guarantee for the quality or durability of a service to be provided by us.

(4) Our liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.

(5) The Customer is liable for the actions of its employees, legal representatives, vicarious agents and any other users of our services as for its own actions. In addition, the Customer must, within the scope of its responsibility (see in particular Sections 5, 6 and 7 of these GTC), in the event of a circumstance leading to loss for which we are not responsible, indemnify us on first demand against third-party liability claims on account of losses caused to third parties and other affected persons by its use of our services.

9. Warranty for our services

(1) In the event of material and legal defects, the statutory provisions apply, subject to the stipulations in this Section.

(2) § 377 HGB (German Commercial Code) applies. All claims for defects are subject to the condition of the Customer’s prompt notification of defects pursuant to § 377(1) and (3) HGB.

a. Material defects

(3) We will remedy the notified defects in the software within a reasonable period at our own expense.

(4) The Customer must enable us to have the access to the software necessary to remedy the defect.

(5) In the event of the failure, on two occasions, of the owed remedy of the defect, the Customer is entitled to

extraordinary termination of the SaaS Agreement pursuant to § 543(2) sentence 1 no. 1 BGB. A failure of the remedy of the defect exists in particular where the remedy of the defect is impossible for us, where we refuse the remedy of the defect, or where the remedy of the defect by us is unreasonable for the Customer for other reasons.

(6) In the case of rental, the fault-independent liability for damages for defects existing at the time of provision under § 536a(1) BGB is excluded.

b. Legal defects

(7) Our services are provided to the Customer free of third-party rights. The Customer must inform us without undue delay in text form if it becomes aware of third-party rights in our services.

(8) At our request, the Customer must leave the defence against the claims asserted by third parties to us, provide us with all information necessary for this, give declarations and grant authorisations. In return, we indemnify the Customer against payment and damage claims on account of third-party rights.

(9) If our services are actually encumbered with third-party rights, we are entitled, at our option, ● to remove the third-party rights or their assertion (e.g. by paying licence fees), or ● to modify our services in such a way that third-party rights are no longer infringed.

c. General

(10) Claims for defects lapse if the Customer has made changes to the services without our prior consent, or if the services are used by the Customer for a purpose not covered by this SaaS Agreement and we are not responsible for the occurrence of the defect.

(11) All claims on account of defects become time-barred within 12 months, unless they are already restricted or excluded under the aforementioned provisions.

10. Customer’s right of use

a. Software use & general

(1) The Customer receives a simple, non-exclusive right to use our services, limited in time to the duration of the SaaS Agreement and unrestricted in territory.

(2) The users created by the Customer are equally entitled to use the software, provided that the relevant licences have been acquired.

(3) An independent authority to sublicense or otherwise transfer its rights of use to third parties is not associated with this.

(4) The Customer is not entitled to exhibit, publicly reproduce, in particular make publicly available, edit, redesign, translate, decompile or otherwise alter the software. Its rights under §§ 69d(3), 69e UrhG remain unaffected.

(5) We are entitled to otherwise use our services, including new releases, as well as general know-how, empirical knowledge, methods and procedures developed in connection with the SaaS Agreement (provision to third parties, as open source software, etc.).

(6) Test and demo licences are, subject to any other agreement, limited to a term of up to 30 days.

(7) The contents of our services are our exclusive property or are in our exclusive rights ownership, or in the

property / rights ownership of our service providers. All contents are protected by national and international law, in particular copyright. The unauthorised distribution, reproduction, exploitation or other infringement of our industrial property rights and copyrights will be prosecuted under civil and/or criminal law.

b. Our rights in the Customer content

(8) When uploading, distributing and processing information, documents, images or other content (hereinafter also “Customer Content”) in connection with our services, Customers and users are independently responsible for ensuring that no third-party rights, in particular no copyrights, no positions protected by the general right of personality or by data protection law of third persons, are infringed. Customers transfer to us the rights of use in the Customer Content that we need to provide our services. Customers thus grant us, insofar as necessary for the provision of our services, in their Customer Content – unless we demand more extensive rights of use from customers in an individual case – a simple right of use that is unlimited in territory and time and applies without restriction to all types of use, for the provision of our services. This right of use ends as soon as the Customer deletes the content or the SaaS Agreement ends, unless further storage is legally mandatory, permissible or required.

(9) We have the right at any time to remove or block Customer Content if we determine that it infringes the rights of third parties, these GTC or statutory provisions. In terms of content, the further provisions on dealing with illegal content under Section 13 below apply to all Customer Content.

11. Data protection

(1) We collect, process and use personal data in connection with the provision of our software. All information on the handling of personal data within the scope of the contract by us can be found in our privacy policy, which is available at any time at https://laizynote.eu/legal/datenschutz-app.

(2) If, under the contract, the Customer obtains the possibility to gain knowledge of personal data of ours or of third parties, it warrants that it processes this data only in a legitimate manner and for a contract-compliant purpose and in compliance with the statutory requirements.

12. Confidentiality

(1) Within the scope of the cooperation, both parties gain knowledge of trade secrets of the respective other party or of third parties. A trade secret is information that is neither generally known nor readily accessible to the persons who usually deal with this type of information, is therefore of economic value, and is thus the subject of reasonable confidentiality measures (cf. § 2 GeschGehG).

(2) A trade secret is, furthermore, information that is designated as a trade secret, that is protected by industrial property rights or copyright, that falls under banking secrecy or data protection, and in which there is a legitimate interest in confidentiality. The following do not constitute a trade secret: information

a. that is known to the respective other party before disclosure,
b. that has become known to the public after disclosure without the involvement of the receiving party,
c. that the receiving party has learned through a legitimate third party,
d. that the receiving party has developed itself,
e. that must be published pursuant to law, official order or court decision; insofar as legally permissible,

the receiving party will inform the other party before disclosing confidential information,

f. insofar as the receiving party is permitted to use or pass on the confidential information on the basis

of mandatory statutory provisions or on the basis of the engagement.

(3) The receiving party, as well as all those who come into contact with trade secrets as intended, are obliged to treat the trade secrets strictly confidentially and to use them or disclose them to third parties and employees only where this is necessary in connection with the business purpose. Otherwise, the receiving party will protect the trade secrets from being accessed by third parties.

(4) The parties will impose on their employees or third parties to whom they pass on confidential information a confidential treatment of this information within the scope of the respective service and employment relationships, with the proviso that the confidentiality obligation continues to exist even beyond the end of the respective service or employment relationship, insofar as a corresponding general obligation to maintain confidentiality does not already exist.

(5) Objects as well as files or other incorporeal items on which trade secrets are located are, at the request of the disclosing party or at the latest upon termination of the contractual relationships, to be deleted without undue delay or surrendered to the disclosing party, unless statutory retention obligations preclude this.

(6) Insofar as data that we process for the Customer fall within the scope of professional secrecy holders, in particular such data as fall under §§ 203 et seq. StGB (hereinafter “professional secrecy data”), the following applies:

a. We undertake to treat all professional secrecy data confidentially without time limit and to protect them from access by third parties,
b. We undertake to acquire knowledge of professional secrecy data only insofar as this is necessary for the purposes of the contractually owed services,
c. We have been informed that persons who participate in the professional activity of a professional secrecy holder make themselves criminally liable under the applicable statutory provisions (e.g. under § 203(4) sentence 1 StGB) if they disclose without authorisation a third party’s secret – including professional secrecy data – that became known to them during the exercise of or on the occasion of their activity. Depending on the circumstances of the breach of secrecy, the criminal consequences may be imprisonment or a fine,
d. Insofar as we make use of further participating persons (e.g. our own employees or subcontractors) who have or can obtain access to professional secrecy data as intended for the fulfilment of the owed services, we oblige them at least in text form to maintain the confidentiality of these professional secrecy data in accordance with the requirements applicable to us. If such an obligation of the further participating persons is omitted, the persons acting on our side make themselves criminally liable under § 203(4) sentence 2 no. 2 StGB (imprisonment or fine) if the further participating persons

disclose without authorisation a third party’s secret that became known to them during the exercise of or on the occasion of their activity,

e. For making use of
i. subcontractors to fulfil the owed services, or,
ii. services that are provided outside the member states of the European Union,

we require its consent in text form. This consent is deemed granted upon conclusion of the contract with regard to the subcontractors and sub-processors known to the Customer at that time and used by us in accordance with the data processing agreement, as well as the Integrated Services.

f. We undertake, at any time during the term of this SaaS Agreement, upon its request, (i) to provide information by way of a self-assessment and to provide further information or to name persons capable of giving information, which enable the Customer, at its own discretion, to verify our compliance with the contractual obligations and our reliability with regard to the provision of the owed services, in particular compliance with points (a) to (d), and (ii) in the case of irregularities or doubts, to grant the possibility of an examination of the technical and organisational measures, itself or by engaging an independent third party bound to confidentiality,
g. We have been informed that we have, vis-à-vis state authorities, a comprehensive right to refuse to give evidence under § 53a StPO with regard to professional secrecy data, and that we are obliged to exercise this right to refuse to give evidence for as long and insofar as the Customer does not release us from this obligation,
h. We have been informed that the professional secrecy data in our custody are subject to the protection against seizure under § 97(2) StPO. We undertake not to surrender these professional secrecy data to third parties without its express consent and, in the event of a seizure, to object to it and, insofar as legally permitted, to inform the Customer without undue delay.

13. Dealing with illegal content

We make the following provisions because we are obliged to do so on the basis of the “Digital Services Act”, the EU Regulation “(EU) 2022/2065 on a Single Market For Digital Services”.

The Digital Services Act aims to establish rules that create a safe, predictable and trustworthy environment for persons who move on platforms and websites (hereinafter “platform”) such as ours.

The Digital Services Act regulates, in particular, the handling of illegal content on our platform and obliges us to take specific measures, which we set out in more detail in these “Provisions on the Digital Services Act”.

a. Moderation & justification of the deletion of illegal content

(1) We delete, block or restrict illegal content on our platform. “Content” means any information, of whatever kind, and thus also “Customer Content” under Section 10 above. This information is “illegal” if it infringes our GTC, service descriptions, guidelines or applicable law.

(2) Illegal content can be reported by users, customers, partners or third parties. For the course of such a reporting procedure, see under lit. b “Notice and action procedure”.

(3) Insofar as reported or self-detected content is illegal and we have deleted, blocked or restricted it, we provide reasons for our decision to delete, block or restrict this content and any suspension or termination of the entire or partial provision of our services to the person who published the illegal content, insofar as it is not misleading, high-volume commercial content. In this statement of reasons, we communicate in particular the following points:

a. information on whether our decision concerns the removal of the information, the blocking of access to the information, the demotion of the information or the restriction of the display of the information, or the suspension or termination of payments in connection with this information, or whether the decision imposes other named measures in connection with the information, and the territorial scope, if any, of the decision and its duration of validity;
b. the facts and circumstances on which our decision is based, including, where applicable, information on whether our decision was taken as a result of a notice received or as a result of voluntary own-initiative investigations and, where strictly necessary, the identity of the notifying person;
c. information on whether automated means were used in making the decision, including information on whether our decision was taken in respect of content detected or identified by automated means;
d. where our decision concerns only “allegedly” illegal content, a reference to the legal basis and explanations of why the information is regarded as illegal content on that basis;
e. where our decision is based on the alleged incompatibility of the information with our GTC, a reference to the contractual provision concerned and explanations of why the information is regarded as incompatible therewith;
f. information on whether redress is available to the affected person against the measure, in particular – as the case may be – internal complaint-handling procedures, out-of-court dispute settlement and judicial remedies.

(4) Should a criminal offence have been committed through the publication of the illegal content, or should the commission of a criminal offence be suspected thereby, we will communicate our suspicion to the law enforcement or judicial authorities without undue delay.

b. Notice and action procedure

(1) We review illegal content as soon as we become aware of a suspicion of the publication of this illegal content. Awareness is obtained either through our own review or through a report of the relevant content to our central point of contact (see below lit. c).

(2) The reporting of illegal content is possible directly online. Reports are to be addressed exclusively to our central point of contact (see below lit. c) and must contain at least the following information:

a. a sufficiently substantiated explanation of why the reporting person or entity regards the information in question as illegal content;
b. a clear indication of the exact storage location/place where the content is found, e.g. by a precise URL, as well as other useful information for identifying the content, e.g. screenshots, annotations, etc.;
c. the name and e-mail address of the reporting person/entity, unless it concerns criminal offences related to sexual abuse, sexual exploitation, child pornography, contacting children for sexual purposes, including incitement and aiding and abetting of, or attempting, the aforementioned offences (cf. EU Directive 2011/93/EU, Art. 3 to 7);
d. a declaration that the reporting person or entity is, in good faith, convinced that the information and allegations contained in the report are accurate and complete.

(3) We send the reporting person/entity an electronic confirmation of receipt of the report to the contact data provided without undue delay.

(4) We review the reports received promptly, carefully, free of arbitrariness and objectively, and decide, without an in-depth legal examination, whether the reported content is illegal, and act accordingly. Should the reported content be illegal, we will promptly delete, block or restrict it and, where applicable, take further measures named in lit. a para. 3.

c. Central point of contact for communication

We have established a central point of contact for communication. It is responsible for receiving electronic reports about the suspicion of illegal content from the reporting persons, as well as for requests from authorities or third parties relating to the handling of illegal content. For the content of reports, the Customer must observe the requirements of lit. b.

All persons, authorities or other bodies (press, affected persons, etc.) can report illegal content directly online using our procedure at:

support@laizynote.eu

We then take care of all reports within the scope of the process named in lit. a–c.

14. Data sovereignty and ownership in workspaces

(1) Customers who have created a workspace (“workspace owner”) are the sole owners of all content, data and information processed in this workspace (hereinafter “workspace data”). Ownership of the workspace and the workspace data includes, in particular, the exclusive right to invite guests, to grant and withdraw access authorisations, and to delete or transfer the workspace.

(2) Guests receive solely a non-transferable right of use of the workspace data, limited to the duration of their workspace membership, to the extent of their respectively assigned role. Own rights in the workspace data – in particular property rights, claims for surrender or claims for deletion vis-à-vis the workspace owner – do not arise, subject to statutory or contractual provisions, through membership or use of the workspace. This applies regardless of whether a guest has itself placed content in the workspace, insofar as nothing else is provided in para. (5).

(3) If a guest places its own workspace data in a workspace, it thereby grants the workspace owner a simple, time-unlimited licence to use, store and make accessible to other workspace members this workspace data within the scope of the workspace. The workspace owner is entitled to leave this content in the workspace after the member has left, provided that this corresponds to the purpose of the workspace.

(4) If a guest leaves the workspace – whether voluntarily, through removal by the workspace owner or through termination of the SaaS Agreement – its right of access to the workspace and the workspace data expires with immediate effect. A claim for surrender or copy of the data stored in the workspace does not exist visà-vis the workspace owner, subject to statutory or contractual provisions, unless it concerns demonstrably the guest’s own personal data with regard to which data protection rights of data subjects are asserted.

(5) The workspace owner can delete the workspace and all workspace data contained therein at any time. Upon deletion of the workspace, all access rights of all guests expire. We are not obliged to notify guests before deletion. It is incumbent on the workspace owner to inform members appropriately before deletion.

(6) As already set out in Section 6, we provide solely the technical infrastructure and exert no influence on the content of the workspace data. We are neither the owner of the workspace data nor a party to any legal relationships between the workspace owner and guests concerning the workspace data. From a data protection perspective, the workspace owner is responsible for the personal data processed in its workspace; in this respect, we act as a processor pursuant to Art. 28 GDPR (cf. the separate data processing agreement).

(7) Subject to mandatory statutory provisions, we assume no liability for data losses arising from the workspace owner removing guests, withdrawing access rights or deleting the workspace. The responsibility for the proper handling of workspace data lies with the workspace owner.

15. Transfer to third parties

(1) We are entitled to transfer the SaaS Agreement to a legal successor or a company affiliated with us. We will inform the Customer of this in text form at least two months before the planned transfer.

(2) A transfer of the SaaS Agreement to a third party requires its prior consent. In the event of its objection, the SaaS Agreement is continued unchanged. The objection is deemed good cause for extraordinary termination of the SaaS Agreement by us.

16. Reference naming

Both parties are entitled, after prior approval by the respective other party, which must be given at least in text form (e-mail being sufficient), to mention the respective other party, including its logo and a short description of the respective enterprise, accordingly in external communications. Information necessary for this, such as logo, descriptive texts, version status, contact and support channels, is to be provided in advance.

17. Final provisions

(1) The assignment of individual claims from this SaaS Agreement requires the prior consent of the respective other party in text form. The assignment of monetary claims is exempt from this.

(2) The law of the Federal Republic of Germany applies exclusively to the entire contractual relationship of the parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(3) The place of jurisdiction for all disputes arising from the contractual relationship is the court with subject-matter jurisdiction at our registered seat.

(4) Compliance with export control law and with all import and export provisions relating to our services lies exclusively with the Customer.

(5) Subject to separate provisions in these GTC on price adjustment, the following applies with regard to changes and additions to the GTC and to the entire SaaS Agreement: changes and additions to the GTC and to the entire SaaS Agreement existing between us require, in order to be effective, text form (e-mail being sufficient), unless the following explanations prescribe special form or process requirements.

a. Changes and additions that we make (or must make) on account of changed legal or technical requirements for the provision of our services and that have no negative effects on the services to which the Customer is entitled become effective if the Customer does not object to a change within one (1) month of receipt of a notice of change in text form, and we have informed it in advance of its right of objection. If the Customer objects to the change, the SaaS Agreement continues unchanged and we are entitled to extraordinary termination of the SaaS Agreement with a period of notice of one (1) month to the end of the next calendar month.
b. Changes and additions to the SaaS Agreement that we wish to make on account of changed performance, remuneration or other commercial or operational requirements and that have negative effects on our contractual relationship for the Customer become effective only if it expressly agrees to them. This agreement can be given by clicking a consent button in the notice of change (e-mail or pop-up within the scope of using our services) or by another simple & transparent means provided. Should the Customer not agree, the SaaS Agreement continues unchanged and we are entitled to terminate the SaaS Agreement within the contractually agreed notice periods.
c. Text form also applies to a change of this form clause. The precedence of individual side agreements remains unaffected.
d. The aforementioned periods do not apply, and there is merely a right to information about changes to the SaaS Agreement, insofar as the changes are necessary to avert an unforeseen and immediately threatening danger, in order to protect against fraud, malware, spam, breaches of data protection or other cybersecurity risks.

(6) Should one of the provisions of the SaaS Agreement be invalid, or should the SaaS Agreement contain a gap requiring regulation, this does not affect the validity of the remaining or incomplete provisions. The parties undertake in this case to replace or complete the invalid or incomplete provisions with provisions that come economically closest to the invalid or incomplete provisions.

As of: May 2026

With the kind support of

https://www.derstartupanwalt.de/leistungen/agb-datenschutz-paket