Terms of services

Last updated: March 20th, 2025

Scope

The business relationship between AMALYTIX GmbH, Löwenzahnweg 50, 50859 Cologne (hereinafter referred to as the Provider) and the Customer shall be governed by the following General Terms and Conditions and Terms of Use, unless product- or service-specific conditions apply.

These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.

These General Terms and Conditions shall also apply to future business relationships, even if they are not expressly agreed again.

These General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer shall not apply even if the provider performs services in the knowledge of conflicting, deviating or supplementary terms and conditions of the customer without objecting to the customer's terms and conditions. They shall only become an integral part if their validity is expressly agreed to in writing. The customer recognizes all of the above conditions by creating a customer account.

PART A: General regulations

1. Remuneration, payment, ancillary copyright, deadlines

1.1 Unless otherwise agreed, remuneration shall be calculated on a time and material basis at the provider's prices generally applicable at the time the contract is concluded. Remuneration is always net prices plus statutory VAT.

The provider can invoice on a monthly basis. If services are remunerated on a time and material basis, the provider shall document the type and duration of the activities and send this documentation with the invoice.

1.2 All invoices are to be paid without deduction no later than 14 calendar days after receipt free paying agent.

1.3 The customer may only offset or withhold payments due to defects insofar as he is actually entitled to payment claims due to material defects or defects of title in the service. The customer may withhold payments due to other claims for defects only to a proportionate extent, taking into account the defect. Clause 4.1 shall apply accordingly. The customer has no right of retention if his claim for defects is time-barred. Otherwise, the customer may only offset or exercise a right of retention against undisputed or legally established claims.

1.4 The Provider retains ownership and rights to be granted to the services until full payment of the remuneration owed; justified retention of defects in accordance with Clause 1.3. sentence 2 shall be taken into account. Furthermore, the Provider shall retain title until all its claims arising from the business relationship with the Customer have been satisfied.

The provider is entitled to prohibit the customer from continuing to use the services for the duration of the customer's default in payment. The provider may only assert this right for a reasonable period of time, generally for a maximum of 6 months. This does not constitute a withdrawal from the contract. § Section 449 (2) BGB remains unaffected.

If the customer or the customer's buyer returns the services, the acceptance of the services does not constitute a withdrawal by the supplier, unless the supplier has expressly declared the withdrawal. The same applies to the seizure of the reserved goods or of rights to the reserved goods by the supplier.

The customer may neither pledge nor assign as security items subject to retention of title or title reservation. The customer is only permitted to resell the goods as a reseller in the ordinary course of business on condition that the customer has effectively assigned his claims against his customers in connection with the resale to the supplier and the customer transfers ownership to his customer subject to payment. By concluding this contract, the Customer assigns its future claims in connection with such sales against its customers to the Supplier by way of security, and the Supplier hereby accepts this assignment.

If the value of the provider's security interests exceeds the amount of the secured claims by more than 20%, the provider shall release a corresponding portion of the security interests at the customer's request.

1.5 The customer is obliged to impose the contractually agreed restrictions on the recipient in the event of a permissible transfer of rights of use to deliveries and services.

1.6 If the Customer fails to settle a due claim in full or in part by the contractual payment date, the Provider may revoke agreed payment terms for all claims. The Provider is also entitled to provide further services only against advance payment or against security in the form of a performance bond from a credit institution or credit insurer authorized in the European Union. The advance payment must cover the respective billing period or - in the case of one-off services - their remuneration.

1.7 If the customer is financially unable to fulfill its obligations to the provider, the provider may terminate existing exchange contracts with the customer by rescission, continuing obligations by termination without notice, even if the customer files for insolvency. § Section 321 BGB and Section 112 Ins0 remain unaffected. The customer shall inform the provider in good time in writing of any impending insolvency.

1.8 Fixed performance dates shall only be expressly agreed in documented form. The agreement of a fixed performance date is subject to the proviso that the provider receives the services of its respective upstream suppliers on time and in accordance with the contract.

2. Cooperation, duty to cooperate, confidentiality

2.1 The Customer and the Provider shall each appoint a responsible contact person. Unless otherwise agreed, communication between the customer and the provider shall take place via these contact persons. The contact persons must bring about all decisions relating to the execution of the contract without delay. The decisions shall be documented in a binding manner.

2.2 The customer is obliged to support the provider as far as necessary and to create all the conditions necessary for the proper execution of the order in its sphere of operation. In particular, it shall provide the necessary information and, where possible, enable remote access to the customer system. If remote access is not possible for security or other reasons, the affected deadlines shall be extended appropriately; the contracting parties shall agree on an appropriate arrangement for further effects. The customer shall also ensure that expert personnel are available to support the provider.

2.3 Unless otherwise agreed, the customer shall ensure proper data backup and failure prevention for data and components (such as hardware, software) appropriate to their type and importance.

2.4 The customer must report defects immediately in writing in a comprehensible and detailed form, stating all information useful for defect detection and analysis. In particular, the work steps that led to the occurrence of the defect, the manifestation and the effects of the defect must be specified. Unless otherwise agreed, the relevant forms and procedures of the provider shall be used for this purpose.

2.5 The Customer shall support the Provider appropriately upon request in the examination and assertion of claims against other parties in connection with the provision of services. This applies in particular to recourse claims of the Provider against upstream suppliers.

2.6 The contracting parties are obliged to maintain confidentiality regarding business secrets and other information designated as confidential (e.g. in records, documents, databases) that become known in connection with the performance of the contract and not to use or disclose such information beyond the purpose of the contract without the written consent of the other contracting party.

The respective receiving contractual partner is obliged to take appropriate confidentiality measures for business secrets and for information designated as confidential. The contracting parties are not entitled to obtain business secrets of the other contracting party by observing, examining, dismantling or testing the subject matter of the contract. The same applies to other information or objects obtained during the performance of the contract.

The disclosure of business secrets and other information designated as confidential to persons who are not involved in the conclusion, performance or execution of the contract may only take place with the written consent of the other contracting party.

Unless otherwise agreed, the obligation to maintain confidentiality for other information designated as confidential shall end five years after the respective information becomes known, but in the case of continuing obligations not before their termination. Business secrets must be kept secret for an unlimited period of time.

The contractual partners shall also impose these obligations on their employees and any third parties they may employ.

2.7 The contracting parties are aware that electronic and unencrypted communication (e.g. by email) is subject to security risks. In the case of this type of communication, they shall therefore not assert any claims based on the lack of encryption, unless encryption has been agreed in advance.

3. Disruptions in the provision of services

3.1 If a cause for which the Provider is not responsible, including strike or lockout, impairs compliance with the deadline ("disruption"), the deadlines shall be postponed by the duration of the disruption, if necessary including a reasonable restart phase. A contractual partner must inform the other contractual partner immediately of the cause of a disruption occurring in its area and the duration of the postponement.

3.2 If the expenditure increases due to a disruption, the Provider may also demand compensation for the additional expenditure, unless the Customer is not responsible for the disruption and its cause lies outside its area of responsibility.

3.3 If the customer can withdraw from the contract due to improper performance by the provider and/or demand compensation instead of performance or claims such, the customer shall, at the request of the provider, declare in writing within a reasonable period of time whether he asserts these rights or continues to wish the service to be provided. In the event of withdrawal, the customer must reimburse the provider for the value of previously existing usage options; the same applies to deterioration due to intended use.

If the provider is in default with the provision of services, the customer's compensation for damages and expenses due to the default shall be limited to 0.5% of the price for the part of the contractual service that cannot be used due to the default for each full week of default. The liability for default is limited to a maximum total of 5% of the remuneration for all contractual services affected by the default; in the case of continuing obligations, in relation to the remuneration for the respective services affected for the full calendar year. In addition and with priority, a percentage of the remuneration agreed at the time of conclusion of the contract shall apply. This shall not apply if a delay is due to gross negligence or intent on the part of the provider.

3.4 In the event of a delay in performance, the customer shall only have a right of withdrawal within the framework of the statutory provisions if the provider is responsible for the delay. If the customer justifiably claims damages or reimbursement of expenses instead of performance due to the delay, he shall be entitled to demand 1% of the price for the part of the contractual service that cannot be used due to the delay for each full week of the delay, but no more than a total of 10% of this price; in the case of continuing obligations, this shall relate to the remuneration for the respective services affected for the full calendar year. In addition and with priority, a percentage of the remuneration agreed when the contract was concluded shall apply.

4. Material defects and reimbursement of expenses

4.1 The Provider warrants the contractually owed quality of the services. There shall be no claims for material defects if the services of the provider deviate only insignificantly from the contractual quality.

Claims for defects also do not exist in the event of excessive or improper use, natural wear and tear, failure of components of the system environment. The same applies to software errors that are not reproducible or otherwise verifiable by the customer. This also applies to damage due to special external influences that are not assumed under the contract. Claims for defects also do not exist in the event of subsequent modification or repair by the customer or third parties, unless this does not make the analysis and elimination of a material defect more difficult.

Clause 6 (Part A) shall apply additionally to claims for damages and reimbursement of expenses.

4.2 The limitation period for claims for material defects is one year from the start of the statutory limitation period. The statutory periods for recourse in accordance with § 478 BGB remain unaffected.

The same applies insofar as the law prescribes longer periods in accordance with § 438 Para. 1 No. 2 or § 634a Para. 1 No. 2 BGB, in the event of an intentional or grossly negligent breach of duty by the provider, in the event of fraudulent concealment of a defect and in cases of injury to life, limb or health as well as for claims arising from the Product Liability Act.

The processing of a notice of material defect by the customer by the provider shall only lead to the suspension of the limitation period if the legal requirements for this are met. This shall not result in a recommencement of the limitation period.

Subsequent performance (new delivery or rectification) can only affect the limitation period of the defect triggering the subsequent performance.

4.3 Recourse claims for contracts for digital products in accordance with Section 327u BGB remain unaffected by Clauses 4.1 and 4.2.

If a customer asserts a possible claim against the customer that may lead to a right of recourse, the customer shall immediately inform the provider of the asserted claim and any further information necessary and useful for its assessment. The customer shall provide the provider with the opportunity to satisfy the claim asserted by the customer's buyer, unless this is unreasonable for the customer. The Customer and the Provider shall coordinate and cooperate with the aim of satisfying a justified claim of the Customer's customer in the most cost-efficient and cost-effective manner possible.

4.4 The Provider may demand compensation for its expenses insofar as

a) it takes action on the basis of a report without a defect being present, unless the customer could not reasonably recognize that there was no defect, or

b) a reported fault is not reproducible or otherwise verifiable as a defect by the customer, or

c) additional expenses are incurred due to improper fulfillment of the customer's obligations (see also Clauses 2.2, 2.3, 2.4 and 5.2).

5. Defects of title

5.1 The Provider shall only be liable for infringements of third-party rights by its service if the service is used in accordance with the contract and, in particular, in the contractually agreed and otherwise in the intended environment of use without any changes.

The Provider shall only be liable for infringements of third-party rights within the European Union and the European Economic Area and at the place where the service is used in accordance with the contract. Clause 4.1 sentence 1 applies accordingly.

5.2 If a third party asserts a claim against the Customer that a service provided by the Provider infringes its rights, the Customer shall notify the Provider immediately. The Provider and, if applicable, its upstream suppliers shall be entitled, but not obliged, to defend against the asserted claims at their own expense to the extent permissible.

The customer is not entitled to recognize third-party claims before he has given the provider a reasonable opportunity to defend the rights of third parties by other means.

5.3 If third-party rights are infringed by a service provided by the Provider, the Provider shall, at its own discretion and at its own expense, a) procure the right for the Customer to use the service or b) design the service without infringing rights or c) take back the service with reimbursement of the remuneration paid by the customer (less reasonable compensation for use) if the provider cannot achieve any other remedy with reasonable effort.

The interests of the customer are taken into account appropriately.

5.4 Claims of the customer due to defects of title shall become time-barred in accordance with Section 4.2. Section 6 shall apply additionally to claims for damages and reimbursement of expenses of the customer; Section 4.3 shall apply accordingly to additional expenses of the provider.

6. General liability of the provider

6.1 The Provider shall always be liable to the Customer

a) for damages caused intentionally or through gross negligence by him and his legal representatives or vicarious agents, b) in accordance with the Product Liability Act and c) for damages resulting from injury to life, body or health for which the provider, its legal representatives or vicarious agents are responsible.

6.2 The Provider shall not be liable for slight negligence unless it has breached a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract or the breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which the Customer may regularly rely.

This liability is limited to the foreseeable damage typical for this type of contract in the case of property damage and financial loss. This also applies to loss of profit and loss of savings. Liability for other remote consequential damages is excluded.

For a single case of damage, liability shall be limited to the contract value, in the case of ongoing remuneration to the amount of remuneration per contract year. Section 4.2 shall apply accordingly to the limitation period. The contracting parties may agree in writing on further liability upon conclusion of the contract, usually for a separate fee. An individually agreed liability sum shall take precedence. Liability pursuant to Section 6.1 shall remain unaffected by this paragraph.

In addition and with priority, the provider's liability for slight negligence arising from the respective contract and its execution for damages and reimbursement of expenses shall be limited to the percentage of the remuneration agreed in this contract at the time of conclusion of the contract, irrespective of the legal grounds. Liability in accordance with section 6.1 b) remains unaffected by this paragraph.

6.3 The provider shall only be liable for damages arising from a guarantee declaration if this was expressly assumed in the guarantee. In the event of slight negligence, this liability is subject to the limitations set out in Section 6.2.

6.4 If it is necessary to restore data or components (e.g. hardware, software), the Provider shall only be liable for the expenditure required for the restoration in the event of proper data backup and failure precautions by the Customer. In the event of slight negligence on the part of the Provider, this liability shall only apply if the Customer has carried out data backups and failure precautions appropriate to the type of data and components prior to the incident. This shall not apply if this has been agreed as a service of the Provider.

6.5 Sections 6.1 to 6.4 apply accordingly to claims for reimbursement of expenses and other liability claims of the customer against the provider. Sections 3.3 and 3.4 remain unaffected.

7. Data protection

In principle, the provider does not process any personal data. The customer shall conclude agreements with the provider that are necessary under data protection law for the handling of personal data should personal data be processed in individual cases.

8. Other

8.1 The customer shall be responsible for complying with the import and export regulations applicable to the deliveries or services, in particular those of the USA. In the case of cross-border deliveries or services, the customer shall bear any customs duties, fees and other charges incurred. The customer shall handle legal or official procedures in connection with cross-border deliveries or services on its own responsibility, unless expressly agreed otherwise.

8.2 German law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

8.3 The Provider provides its services on the basis of its General Terms and Conditions (GTC). The customer's GTC shall not apply, even if the provider has not expressly objected to them.

Acceptance of the services by the customer shall be deemed as acceptance of the provider's GTC, waiving the customer's GTC.

Other terms and conditions are only binding if the provider has recognized them in writing; the provider's GTC then apply in addition.

8.4 Amendments and supplements to this contract shall only be agreed in writing. Where written form is agreed (e.g. for terminations, withdrawal), text form is not sufficient.

8.5 The place of jurisdiction for a merchant, a legal entity under public law or a special fund under public law is the registered office of the provider. The provider may also sue the customer at the customer's registered office.

PART B: Regulations on use and performance

1. Services

1.1 The Provider shall provide the contractual services, in particular access to the software, in its area of availability (from the data center interface to the Internet). The scope of services, the quality, the intended use and the conditions of use of the contractual services are set out in the respective service description, supplemented by the operating instructions for the software.

1.2 Additional services, such as the development of customized solutions or necessary adaptations, require a separate contract.

1.3 The Provider may provide updated versions of the Software.
The Provider shall inform the Customer of updated versions and corresponding instructions for use by electronic means and make these available accordingly.

2. Scope of use

2.1 The contractual services may only be used by the customer and only for the purposes agreed in the contract. During the term of the contract, the customer may access the contractual services by means of telecommunications (via the Internet) and use the functionalities associated with the software in accordance with the contract by means of a browser or another suitable application (e.g. "app"). The customer shall not receive any further rights, in particular to the software or any infrastructure services provided in the respective data center. Any further use requires the prior written consent of the provider.
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2.2 In particular, the customer may not use the software beyond the agreed scope of use or have it used by third parties or make it accessible to third parties. In particular, the customer is not permitted to reproduce, sell or temporarily transfer, rent or lend software or parts thereof.

2.3 The Provider is entitled to take appropriate technical measures to protect against non-contractual use. The contractual use of the services may not be impaired more than insignificantly as a result.

2.4 In the event that the scope of use is exceeded by a user in breach of contract or in the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide the provider with all information available to it to assert claims due to the use in breach of contract, in particular the name and address of the user.

2.5 The Provider may revoke the Customer's access authorization and/or terminate the contract if the Customer significantly exceeds the permitted use or violates regulations for protection against unauthorized use. In connection with this, the provider may interrupt or block access to the contractual services. The provider must first set the customer a reasonable grace period to remedy the situation. The mere revocation of access authorization shall not be deemed to be a termination of the contract. The provider can only maintain the revocation of access authorization without termination for a reasonable period of time, up to a maximum of 3 months.

2.6 The provider's claim to remuneration for use beyond the agreed use remains unaffected. remains unaffected.

2.7 The customer is entitled to the reinstatement of access authorization and access options after he has proven that he has stopped the use contrary to the contract and prevented future use contrary to the contract.

3. Availability, performance deficiencies

3.1 The availability of the services provided is set out in the service description.

3.2 In the event of only an insignificant reduction in the suitability of the services for contractual use, the customer shall have no claims for defects. The strict liability of the provider for defects that already existed at the time the contract was concluded is excluded.
3.3 Section 578b BGB remains unaffected.

4. Data protection

4.1 Insofar as the Provider has access to personal data of the Customer or from the Customer's area, it shall act exclusively as a processor and process and use this data only for the execution of the contract. The Provider shall comply with the Customer's instructions for handling this data. The customer shall bear any adverse consequences of such instructions for the performance of the contract. The customer shall agree with the provider the details of the provider's handling of the customer's data in accordance with the requirements of data protection law.

4.2 The Customer shall remain the controller both generally in the contractual relationship and in terms of data protection law. If the customer processes personal data in connection with the contract (including collection and use), the customer warrants that it is authorized to do so in accordance with the applicable provisions, in particular those of data protection law, and shall indemnify the provider against third-party claims in the event of a breach.

4.3 The following shall apply to the relationship between the Provider and the Customer: The Customer shall be responsible for the processing (including collection and use) of personal data vis-à-vis the data subject, unless the Provider is responsible for any claims of the data subject due to a breach of duty attributable to it. The customer shall responsibly examine, process and respond to any inquiries, requests and claims of the data subject. This also applies in the event of a claim against the provider by the data subject. The Provider shall support the Customer within the scope of its obligations.

4.4 The provider guarantees that the customer's data will be stored exclusively in the territory of the Federal Republic of Germany, in a member state of the European Union or in another state party to the Agreement on the European Economic Area, unless otherwise agreed.

5. Obligations of the customer

5.1 The customer must protect the access authorizations assigned to him or the users as well as identification and authentication information from access by third parties and not pass them on to unauthorized persons.

5.2 The Customer is obliged to indemnify the Provider against all third-party claims arising from legal infringements that are based on an unlawful use of the subject matter of the service by the Customer or are carried out with the approval of the Customer. If the customer recognizes or must recognize that such an infringement is imminent, there is an obligation to inform the provider immediately.

5.3 The Customer must use the options provided by the Provider to back up its data in its original area of responsibility.

6. Non-contractual use, compensation for damages

For each case in which a contractual service is used without authorization in the customer's area of responsibility, the customer shall pay compensation in the amount of the remuneration that would have been incurred for the contractual use within the scope of the minimum contract term applicable to this service. The customer reserves the right to prove that the customer is not responsible for the unauthorized use or that no or significantly less damage has occurred. The provider remains entitled to claim further damages.

7. Fault management

7.1 The Provider shall receive fault reports from the Customer, assign them to the agreed fault categories (Section 7.3) and carry out the agreed measures to analyze and rectify faults on the basis of this assignment.
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7.2 The Provider shall accept proper fault reports from the Customer during its normal business hours and assign an identifier to each of them. At the customer's request, the provider shall confirm receipt of a fault report and provide the assigned identifier.

7.3 Unless otherwise agreed, the Provider shall assign fault reports received to one of the following categories after initial inspection:

a) Serious disruption The disruption is due to a fault in the contractual services that makes the use of the contractual services, in particular the software, impossible or only possible with serious restrictions. The customer cannot reasonably work around this problem and therefore cannot complete tasks that cannot be postponed.

b) Other disruption The disruption is due to a fault in the contractual services which restricts the use of the contractual services, in particular the software, by the customer more than insignificantly, without there being a serious disruption.

c) Other messages Fault messages that do not fall into categories a) and b) are assigned to other messages. Other reports are only handled by the provider in accordance with the agreements made for this purpose.

7.4 In the event of reports of serious faults and other malfunctions, the Provider shall immediately initiate appropriate measures based on the circumstances communicated by the Customer in order to first localize the cause of the fault.

If, after initial analysis, the reported fault does not prove to be a fault in the contractual services, in particular the software provided, the provider shall inform the customer of this immediately.

Otherwise, the provider shall initiate appropriate measures for further analysis and rectification of the reported fault or - in the case of third-party software - forward the fault report together with its analysis results to the distributor or manufacturer of the third-party software with a request for remedy.

The Provider shall immediately provide the Customer with measures available to it to circumvent or rectify a fault in the contractual services, in particular the software provided, such as instructions for action or corrections to the software provided. The Customer shall immediately adopt such measures for circumventing or correcting faults and shall immediately report any remaining faults to the Provider again if they are used.

8. Contact point (hotline)

8.1 Contractual services

The provider shall set up a contact point for the customer (hotline). This office processes the customer's inquiries in connection with the technical requirements and - conditions of use of the software provided as well as individual functional aspects.

8.2 Acceptance and processing of inquiries

A prerequisite for the acceptance and processing of inquiries is that the customer designates to the provider appropriately qualified professional and technical personnel who are assigned internally by the customer to process inquiries from users of the software provided. The Customer shall be obliged to submit inquiries to the hotline only via this personnel designated to the Provider and to use forms provided by the Provider. The hotline shall accept such inquiries by e-mail, fax and telephone during the Provider's normal business hours.

The hotline shall process proper inquiries in the normal course of business and answer them as far as possible. The hotline may refer to documentation and other training resources available to the customer for the software provided in order to provide an answer. If a response by the hotline is not possible or not possible in a timely manner, the provider - if this is expressly agreed - shall forward the request for processing, in particular requests for software not produced by the provider.

Additional hotline services, such as other response times and deadlines as well as on-call services or on-site visits by the provider to the customer must be expressly agreed in advance.

9. Contract term and termination of contract

9.1 The contractually agreed services shall initially be provided from the date specified in the contract for the duration of the term agreed in the contract. During this minimum term, premature ordinary termination is excluded on both sides.

9.2 The contract can be terminated with one month's notice, at the earliest at the end of the minimum term. If this is not done, the contract shall be extended by a further year in each case, unless it has been terminated with one month's notice to the end of the respective extension period.

9.3 The right of each contractual partner to extraordinary termination for good cause remains unaffected.

9.4 Any notice of termination must be in writing to be effective. Clause 8.4 (Part A) shall apply.

9.5 The customer shall back up its data on its own responsibility in good time before termination of the contract (e.g. by downloading). For data protection reasons, the customer will no longer be able to access its databases after termination of the contract.