Terms of Service / AGB

General Terms and Conditions (GTC)

Scope: Exclusively B2B (Entrepreneurs)

§ 1 Scope and Subject of the Contract

1.1. These GTC apply to all contracts between NMA Venture Capital GmbH ("Provider") and the customer ("Customer") for the use of the Software-as-a-Service solution GRID.

1.2. The offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law. A conclusion of a contract with consumers (§ 13 BGB) is excluded.

1.3. Deviating or supplementary terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

§ 2 Conclusion of Contract (Onboarding & Click-wrap)

2.1. The presentation of the software on the website does not constitute a legally binding offer, but an invitation to place an order.

2.2. The contract is concluded as part of the online registration process:

• The Customer selects the desired subscription (monthly or annual).
• By checking the box "I accept the Terms of Service and the Privacy Policy" and clicking the "Order with obligation to pay" button (or comparable: "Subscribe", "Pay Now"), the Customer submits a binding offer.
• The contract is concluded as soon as the Provider activates access or confirms the conclusion of the contract by email.

§ 3 Services and Availability

3.1. The Provider provides the Customer with the software for use via the Internet. The scope of functions results from the Service Description valid at the time the contract is concluded.

3.2. The Provider guarantees an availability of the software of 99.0% on an annual average (Best Effort). Excluded are times when the servers cannot be reached due to technical or other problems that are not within the Provider's area of influence (force majeure, fault of third parties, failure of cloud providers such as Google Cloud/Vercel, etc.).

3.3. The Provider is entitled to further develop the software and change functions, provided this does not impair the essential performance obligation.

§ 4 Obligations of the Customer

4.1. The Customer assures that they provided truthful information during registration and is acting as an entrepreneur.

4.2. The Customer is obliged to keep their access data secret. They are liable for all activities carried out using their access, unless they are not responsible for the misuse.

4.3. The Customer undertakes not to place any unlawful content in the software or to use it to distribute malware.

§ 5 Remuneration and Terms of Payment

5.1. The prices agreed at the time of the order apply. All prices are net prices plus statutory value-added tax.

5.2. Payment processing is carried out via the service provider Stripe. The Customer agrees that their payment data (credit card, SEPA, etc.) will be transmitted to Stripe and processed there for this purpose.

5.3. The usage fee is due in advance at the beginning of the billing period (monthly or annually).

5.4. If a direct debit or credit card charge fails, the Customer shall bear the additional costs incurred, provided they are responsible for the failure.

5.5. If the Customer is in default of payment, the Provider is entitled to temporarily block access to the software after prior warning until payment has been made.

§ 6 Term and Termination

6.1. Monthly subscription: The contract runs for an indefinite period and can be terminated by either party at any time to the end of the current monthly period.

6.2. Annual subscription: The contract has a minimum term of 12 months. It is automatically extended by a further 12 months unless it is terminated with a notice period of 1 month before the end of the term.

6.3. Termination can be carried out directly via the account settings in the software ("Account Settings") or in text form (e.g., email).

6.4. The right to extraordinary termination for good cause remains unaffected.

§ 7 Liability (Critical Section)

7.1. The Provider is unrestrictedly liable for intent and gross negligence as well as for damages resulting from injury to life, body or health.

7.2. In cases of slight negligence, the Provider is only liable for the breach of an essential contractual obligation (cardinal obligation). A cardinal obligation is an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely.

7.3. Limitation of liability: In the event of a breach of a cardinal obligation, liability is limited to typical, foreseeable damage. This applies in particular to lost profits and indirect damages.

7.4. The Provider is only liable for the loss of data up to the amount that would have been incurred to restore the data if the Customer had properly and regularly backed up the data (Export function).

7.5. Strict liability for defects existing at the time the contract was concluded (§ 536a para. 1 BGB) is excluded.

§ 8 Data Protection and Confidentiality

8.1. The parties undertake to comply with the provisions of the GDPR.

8.2. Insofar as the Provider processes personal data on behalf of the Customer, the parties conclude a separate Data Processing Agreement (DPA), which becomes part of this contract.

§ 9 Final Provisions

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

9.2. The exclusive place of jurisdiction for all disputes arising from this contract is Hamburg, provided the Customer is a merchant.

9.3. Should individual provisions of this contract be invalid, the validity of the remaining provisions shall remain unaffected.