Terms of Use – General Terms and Conditions (GTC)

for contracts concluded between Site Cockpit GmbH, Engeldamm 20, 10179 Berlin – hereinafter referred to as "Provider" – and the customers referred to in Section 1 (2) of these GTC – hereinafter referred to as "Customer". Customer and Provider are hereinafter jointly referred to as the "Parties" and individually as a "Party".

Section 1 Scope, Definitions
(1) The business relationship between the Provider and the Customer shall be governed exclusively by the following General Terms and Conditions in their version valid at the time of the order. Deviating general terms and conditions of the Customer are not accepted unless the Provider expressly agrees to their validity in writing. (2) These terms and conditions apply only if the Customer is an entrepreneur (Section 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of Section 310 (1) BGB. (3) Individual agreements with the Customer (including side agreements, additions, and amendments) and information in the Provider’s order confirmation take precedence over these terms and conditions. (4) Legally significant declarations and notifications by the Customer regarding the contract must be made in text form (e.g., letter, email, fax). Further statutory form requirements and evidence (in case of doubt about the identity of the declarant) remain unaffected.

Section 2 Conclusion of Contract
(1) Offers from the Provider are – unless otherwise indicated – non-binding and subject to change. Orders from the Customer are only deemed accepted after confirmation in text form by the Provider. The Provider is entitled to accept the order within two weeks. (2) Alternatively, the contract between the Parties is concluded when the Customer selects the desired offer on the Provider’s website, completes the ordering process, and finally clicks on "Order with obligation to pay". (3) The services owed by the Parties are determined solely by the respective contract and these terms and conditions.

Section 3 Subject Matter of the Contract
(1) The subject of the contract is the paid and time-limited provision of the software "SiteCockpit" (hereinafter referred to as "Software") and its components for use within the Customer’s company via the Internet, as well as the provision of storage space on the Provider’s servers. The Software is offered in different versions with varying scope and fees, depending on the number of Customer domains covered and the number of accesses to these domains. The Provider may also offer a free version of the Software for microenterprises. (2) The Provider is permitted to engage subcontractors when providing storage space. Engaging subcontractors does not relieve the Provider of its sole obligation to fully perform the contract toward the Customer. (3) The contract may also include consulting services related to the items mentioned in paragraph 1 above (hereinafter referred to as "Consulting Services").

Section 4 Provider’s Services
(1) The Provider grants the Customer the use of the current version of the Software to the agreed extent via Internet access through a browser. For this purpose, the Provider installs the Software on a server accessible to the Customer over the Internet. (2) The Provider ensures the functionality and availability of the Software during the contract term and will maintain it in a condition suitable for contractual use. The current functionality is set out in the service description on the Provider’s website at www.sitecockpit.com. (3) The Provider may update or further develop the Software at any time, particularly due to legal changes, technical developments, or to improve IT security. The Provider will reasonably consider the Customer’s interests and inform the Customer of necessary updates in good time. In case of significant adverse impact, the Customer has a special right of termination. (4) The Provider is not obliged to adapt the Software to the Customer’s individual needs or IT environment. (5) The Provider will regularly maintain the Software and inform the Customer of any associated restrictions in advance. Maintenance is usually performed outside the Customer’s business hours unless compelling reasons require otherwise. (6) The Provider will provide storage space on its servers for the Customer to store data and use the Software as agreed. The Provider will ensure data availability within the scope of the Software’s use. (7) The Provider will take state-of-the-art measures to protect the data. However, the Provider is not liable for safekeeping or custody. The Customer is responsible for adequate data backups and remains the owner of the data stored on the Provider’s servers, with the right to demand their release at any time.

Section 5 Rights of Use
(1) The Provider grants the Customer a non-exclusive, non-transferable right to use the Software specified in the contract during the term, via browser access, as per the contractual provisions. No physical transfer of the Software to the Customer occurs. (2) The Customer may only modify the Software to the extent covered by its intended use as per the current service description. (3) The Customer may only reproduce the Software to the extent covered by its intended use per the current service description. Necessary reproduction includes loading the Software into the server’s working memory but not installing or storing it on Customer hardware such as hard drives. (4) The Customer is not permitted to make the Software available to third parties, whether free or paid. Subleasing is explicitly prohibited.

Section 6 Support; Impairment of Availability
(1) The Provider will respond to the Customer’s questions about the Software and other services during the business hours published on www.sitecockpit.com by phone or in text form. (2) Depending on the agreed version, the Provider guarantees an overall availability of at least 98% per month at the delivery point, defined as the data center’s router output. (3) Availability means the Customer’s ability to use all main functions. Maintenance periods up to a total of 6 hours per month, performed during usual maintenance times (0:00 to 6:00), as well as unplanned maintenance necessary for security or performance and not due to Provider fault, are considered available times. Minor malfunctions are excluded from availability calculations. The Provider’s data center measurement tools are authoritative. (4) The Customer must report disruptions promptly. Disruption reporting and resolution are available Monday to Friday (except public holidays) from 9:00 to 18:00. (5) Critical disruptions (complete unavailability or main function failures) will be resolved within 2 hours of reporting during service hours. If this is not possible, the Provider will promptly inform the Customer and provide an expected timeline. (6) Other significant disruptions will be resolved within 12 hours during service hours. (7) Resolving minor disruptions is at the Provider’s discretion. (8) For every half percentage point below the monthly availability, the Provider grants a 25% reduction on the monthly fee. (9) Statutory claims of the Customer remain unaffected.

Section 7 Customer Obligations
(1) The Customer must protect and store access data according to current standards and ensure usage within the agreed scope. Unauthorized access must be reported to the Provider immediately. (2) The Customer may not store data that violates applicable laws, official orders, third-party rights, or agreements. (3) The Customer must scan data for viruses or harmful components before uploading and use appropriate measures (e.g., antivirus software). (4) The Customer is responsible for regular and adequate data backups. (5) The Customer must promptly inform the Provider of any changes to the information provided at contract conclusion, including usage scope or company size. The Customer must confirm or correct this information annually upon the Provider’s request.

Section 8 Payment Terms and Subsequent Billing
(1) Invoices are sent by email. Unless otherwise agreed, payment can be made by direct debit, credit card, Stripe, or PayPal. (2) All prices are exclusive of statutory VAT unless otherwise agreed. (3) Payment is due in advance, no later than the start of the billing period. (4) If the Customer provided incorrect information about usage scope or company size, the Provider reserves the right to adjust billing accordingly. This also applies to changes during the contract term, effective from the start of the changed billing period.

Section 9 Contract Duration and Termination
(1) The contract term is specified in the order confirmation and starts upon contract conclusion unless otherwise agreed. (2) The contract automatically renews unless terminated with one month’s notice before the end of the term. (3) Termination must be in text form under Section 126b BGB and can be done via the user area. (4) Both parties retain the right to extraordinary termination for good cause. For the Provider, good cause includes: a) The Customer is in default with payment obligations equal to one month’s average fee for more than 30 days; or b) Stored content violates criminal or significant copyright/trademark laws, unless the Customer is not at fault. (5) Upon termination, the Provider may delete data. For extraordinary termination, the Provider will keep the data accessible for one week, unless doing so exposes the Provider to legal risk.

Section 10 Warranty and Liability
(1) The Provider guarantees the functionality and operational readiness of the Software under this contract. (2) The Provider may immediately block storage space if there is justified suspicion of illegal or third-party-infringing data. The Provider must promptly inform the Customer and lift the block once the suspicion is cleared. (3) The Provider’s liability for damages is excluded except in cases of intent or gross negligence. For slight negligence, liability applies only for essential contractual obligations and foreseeable, typical damages. Essential obligations are those fundamental to the contract and on which the Customer can rely. (4) The Provider is not liable for data loss if the Customer failed to make backups. (5) The Provider has unlimited liability for damages caused intentionally or negligently to life, body, or health. (6) For the free Software version, warranty and liability are limited to the statutory provisions of the gift law (Sections 516 ff. BGB). (7) The Provider owes no specific success for consulting services and assumes no warranty.

Section 11 Confidentiality
(1) The Parties shall treat all business secrets and other confidential information, including contract content, as confidential. The receiving party shall exercise the same care as for its own confidential information, at least the care of a prudent businessman. (2) Disclosure is permitted if required by applicable law, provided the disclosing party is informed in advance where legally possible. (3) The confidentiality obligation applies during the contract and for two years after termination.

Section 12 Contract Amendments
(1) The Provider may change or supplement these terms and conditions. The Customer will be informed at least one month before they take effect by email, including the changes. The Customer may object until one week before the effective date. (2) If the Customer does not object, the changes take effect; if the Customer objects, the Provider may terminate the contract with one month’s notice at the end of the next billing period.

Section 13 Data Protection
(1) Both parties will comply with applicable data protection laws. (2) If the Customer uses the Provider’s services for processing personal data, the Customer must inform the Provider, and the Provider’s data processing agreement will apply. The Parties will provide all further necessary details. (3) The Customer, as the controller, is responsible for ensuring that the Provider’s services meet the data protection requirements for the intended processing.

Section 14 Governing Law and Jurisdiction
(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. (2) If the Customer is a merchant, legal entity under public law, or special public fund, the place of jurisdiction is the Provider’s registered office.

Section 15 Final Provisions
(1) Assignment of rights under this contract requires prior written consent, except for payment claims. (2) If individual provisions are invalid, the remainder remains binding. Statutory provisions replace invalid points, unless this would be an unreasonable hardship for a party, in which case the contract as a whole is invalid.