Terms and Conditions for the Use of the Softr Platform
Preamble
Softr Platforms GmbH Lohmühlenstraße 65, 12435 Berlin, Germany, represented by the managing director Mariam Hakobyan ("Softr" or “we”) offers its customers ("Customer" or “you”) web-based access to a non-code tool for website and web application building ("Platform"). By means of a software-as-a-service solution, the Platform enables the Customer to build their own websites and web applications (“Customer Products”) by leveraging building blocks and integrating with third-party platforms without the necessity to use traditional software code (“Services”). This Agreement for the use of the Platform (“Agreement”) including its Appendix 1 (Data Processing Agreement) governs the entire contractual relationship between Softr and the Customer regarding your use of the Platform and our provision of the Services.
1 Subject-matter and conclusion of the Agreement: Terms of the Customer
1.1 The Agreement requires you to create an account on our website (“Registration”). If you are a corporation, the Registration must be carried out by an employee who is sufficiently authorised by the Customer to enter into legally binding contracts as a representative of the Customer.
1.2 The Registration is carried out by filling in an online form with various data including a company/professional email address and the setting of a password. Upon completion of the Registration process, the Customer receives an activation link to the email address provided as part of the Registration. By clicking on this link, the Customer activates his account and completes the Registration.
1.3 Our Platform is a mere B2B product and is directed to entrepreneurs and businesses according to Sec. 14 BGB (German Civil Code) as Customers only. Softr reserves the right to ask you for appropriate information and to demand proof that you are not a consumer according to Sec. 13 BGB.
1.4 By completing the Registration process the Customer makes a legally binding request to Softr to conclude an Agreement. An Agreement between Softr and the Customer is only concluded when Softr has accepted the offer. As confirmation of this, the Customer receives either an e-mail or access to the platform is activated for him.
1.5 The Customer's general terms and conditions only become part of the Agreement if this has been explicitly agreed upon in written form.
2 Services of Softr
2.1 Operation and maintenance of the Platform is the responsibility of Softr. Softr provides the Customer access to the Platform and the Services via the internet for a limited period of time during the Term of the Agreement as defined under Section 9. The exact scope of the Services to be provided by Softr under this Agreement can be found on our website under the URL softr.io. Beyond that scope, the Customer has no claim to a specific arrangement or specific functionalities of the Platform or Customer Products.
2.2 The average availability of the Platform is 99% on an annual average. Excluded from this is necessary planned maintenance work as well as disturbances that are not within our sphere of influence; in particular force majeure. If possible, Softr will inform the Customer about planned maintenance work in a reasonable time in advance in text form (e.g. email). However, Softr expressly reserves the right, if necessary, to carry out unannounced maintenance work, especially if this is necessary for data and operational security.
2.3 Softr performs daily backups of the platform and the web application construction data stored by the Customer, which are kept for seven days. An individual check of the correctness and completeness of the data backups is not carried out and Softr has no such contractual obligation.
2.4 Softr provides the Customer with documentation of the Platform as well as for instructions for its use electronically in the English language online via its website. The Customer is not entitled to edit, publish, broadcast or make publicly available the documentation or instructions for use.
2.5 Softr is entitled to employ subcontractors to assist with its performance of services under this Agreement at its own discretion.
2.6 Softr is entitled but not obliged to extend and develop the functional scope of the Platform. Softr reserves the right to offer extensions and developments only for payment of an additional fee. If the Customer purchases an extension or development for an additional fee by concluding a corresponding supplementary arrangement, the provisions of this Agreement apply accordingly to this purchase. If Softr makes extended or additional functions available free of charge after the conclusion of the Agreement, these functions provided are considered to be a voluntary service of Softr. The Customer has no claim that Softr makes those functions available in the future.
2.7 Softr can change the functional scope of the Platform at any time to an extent that is reasonable for the Customer. The change is particularly reasonable if it becomes necessary for a good cause – for example, due to disruptions in the provision of services by subcontractors or for safety reasons – and the performance characteristics defined in the service description are essentially retained as well as the main performance obligations of Softr. If the changes do not exclusively concern extensions of the function or not only insignificant components of the services to be provided by Softr, Softr will inform the Customer about the change at least four weeks before it comes into effect by e-mail.
2.8 All Services and Customer Products are hosted by Softr and may have their own dedicated internet domain name provided by the Customer. This does not apply to data and products of integrated third-party services (e.g. Typeform, Mailchimp) which may be used in connection with the Services but are not part of the Customer Products and hence are not hosted by Softr.
2.9 Softr is entitled to block the Customer's access to the Platform and/or delete Customer Products or Customer Content if:
2.9.1 There are indications that the Customer's login data has been or will be misused or that the login data has been or will be given to an unauthorised third party or that login data is being used by more than one natural person;
2.9.2 There are indications that third parties have otherwise gained access to the IT infrastructure provided to the Customer;
2.9.3 There are indications that the Customer Product or Customer Content violates applicable laws and/or this Agreement;
2.9.4 The blocking or deleting is necessary for technical reasons;
2.9.5 Softr is obliged to block the access or delete the Customer Content or the Customer Product due to applicable laws or by the court or by official authorities;
2.9.6 The Customer is more than two weeks in delay of payment of the agreed fee within the meaning of Section 5 of the Agreement;
2.9.7 the Customer has entered incorrect or invalid contact details and communication between Softr and the Customer is no longer possible;
2.9.8 the Customer has deposited incorrect payment details and regular performance of the Customer's performance obligations is not guaranteed.
Softr shall notify the Customer of the blocking or deleting at the latest one working day before the blocking takes effect in text or written form, provided that the notification is reasonable and compatible with the purpose of the blocking or deleting, balancing the interests of both parties.
3 Technical Requirements, Obligations and Responsibilities of the Customer
3.1 Technical Requirements
3.1.1 Some of the features of the Platform may require the Customer to have an account with third-party service providers (e.g. Airtable). Where our Services require such integration with a third-party service, the Customer will be informed accordingly on the Platform.
3.1.2 The Customer is responsible for providing for internet access and any hardware (e.g. router, smart device) or software (e.g. browser, plug-ins, apps) that may be required for access to the Platform at the Customer's premises. The Customer has no right to claim access to the source codes of the Platform provided by Softr. The Customer is responsible for their individual use and configuration of the Platform and the Services and their Customer Products.
3.2 Obligations and Responsibilities
3.2.1 The Customer is solely responsible for the contents and legality of the Customer Products. Softr has no respective responsibility in this regard.
3.2.2 The Customer guarantees that he will take note of all applicable legal regulations, inter alia personal rights, copyright, and data protection law and that the Customer will not use the Platform for any misconduct including but not limited to the creating, using, or spreading of malware when using the Platform.
3.2.3 The Customer indemnifies Softr from all claims of third parties which these assert against Softr because of the Customer’s use of the Platform and/or in connection with Customer Products. Softr will inform the Customer without undue delay of any such claims asserted by third parties and provide the information and documents necessary or reasonably helpful for defense upon request in due time. In addition, Softr will at its sole discretion either let the Customer defend himself or will do so itself in consultation with the Customer. In particular, Softr will neither acknowledge nor put claims asserted by third parties beyond dispute without consultation with the Customer. The provisions of this clause apply accordingly to contractual penalties, damage awards, or settlements as well as fines and administrative fines imposed by the court or by official authorities including reasonable respective lawyer’s fees.
3.2.4 The Customer should – within the limits of what is technically reasonable and possible – ensure that the normal business operations of the Customer continue to function properly, even if the Platform is not available, regardless of whether this is due to a fault of Softr or the Customer.
3.2.5 The Customer must keep the login data to the Platform in a safe place and may only make them available to authorised employees. The Customer undertakes to oblige his employees to handle the login data confidentially and to inform Softr without undue delay if there is any suspicion that the login data could have become known to unauthorised persons. Furthermore, the Customer undertakes to observe all security measures, functional and other restrictions of the Platform. In particular, the Customer is not permitted to remove, overcome, deactivate or otherwise circumvent protection or authentication mechanisms or use the Platform for purposes other than those intended or expressly mentioned in this Agreement. The Customer is, moreover, not permitted to make the Platform available to third parties and/or beyond the scope of their purchased license plan.
3.2.6 The Customer has to back up his data himself regularly and according to the risk, as far as this is technically possible for him. This applies both to data on the Customer's local systems and to data that the Customer stores on the Platform provided by Softr.
4 Intellectual Property
4.1 For the Term of the Agreement Softr grants to the Customer a non-exclusive, worldwide, non-transferable, and non-sublicensable right to use the Platform and the Services in accordance with the Agreement and the purposes described therein.
4.2 Excluded from the granting of licenses according to Section 4.1 are components of the Platform that are subject to third-party rights and in particular open-source licenses that are recognizable to the Customer. In particular, those components which are disclosed by Softr within the Platform or in text files supplied as third-party content are considered recognizable.
4.3 The Customer grants to Softr for the Term of the Agreement a non-exclusive, royalty-free, irrevocable, sub-licensable, and transferrable license without limitation in time or place to all content that they transfer to Softr's servers in the context of the use of the Platform including the Customer Products and their end-user data (“Customer Content”), to use the Customer Content to the extent necessary to perform the Agreement. This comprises the right to use, copy, reproduce, modify or distribute Customer Content and to make it accessible to third parties and/or the public according to the settings of the Customer with respect to the Customer Products for the purposes of the performance of the Agreement.
5. Fees and Payment
5.1 The Customer pays to Softr the fees in accordance with the applicable subscription plan (“Fees”) as indicated on our website.
5.2 Unless otherwise stated, the Fees apply monthly and net plus applicable value-added tax.
5.3 Our accepted method of payment is the credit card. We may add other methods of payment in the future at our sole discretion. We use third-party payment services providers to carry out the payment process as indicated within the respective section of our website.
6. Warranty
6.1 For cost-free services Softr, most notably for Services in connection with Customers on our subscription model “Free Plan”, we provide a warranty according to the applicable statutory provisions.
6.2 For all other Services Softr provides a warranty for defects in the provision of the Platform exclusively in accordance with the following provisions.
6.2.1 Defects are significant deviations from the contractually agreed functional scope of the Platform.
6.2.2 If the Services to be provided by Softr under this Agreement are defective, Softr will, within a reasonable period and after receipt of a written (email sufficient) notice of defect by the Customer, at its choice either subsequently improve the Services or provide them again. When using third-party software which Softr has licensed for use by the Customer as part of our Service, the remedy of defects consists of the procurement and installation of generally available upgrades, updates, or patches. The provision of instructions for use, with which the Customer can reasonably work around defects that have occurred in order to use the Platform in accordance with the Agreement, is deemed to be sufficient a remedy.
6.2.3 If the defect-free provision of the Services fails for reasons for which Softr is responsible, even within a reasonable period set by the Customer in written form (email is sufficient), the Customer can reduce the Fees by an appropriate amount. The right to reduce the Fees is limited to a reasonable pro-rata amount of the monthly owed Fees for the defective part of the Service.
6.2.4 If the reduction according to clause 6.3 reaches a maximum amount of 100% in two consecutive months or in two months of a quarter year, the Customer can terminate the agreement without notice.
6.2.5 The Customer will notify Softr without undue delay in written form (email is sufficient) of any defects that may occur. Furthermore, the Customer will support Softr free of charge and in a reasonable manner in the remedy of defects and will in particular provide Softr with all information and documents which Softr requires for the analysis and remedy of defects.
7 Damage and Liability
7.1 Softr is liable for cost-free Services, most notably for Services in connection with Customers on our subscription model “Free Plan”, according to the applicable statutory provisions.
7.2 In all other respects Softr is unrestrictedly liable with respect to the provision of its Services for intent and gross negligence and for damages caused by injury to life, body, or health.
7.3 In cases of simple negligence Softr is liable for the breach of a primary contractual obligation (Kardinalpflichten according to German law). A primary contractual obligation in the sense of this clause is an obligation whose performance enables the performance of the Agreement and on whose performance the Customer may therefore regularly rely.
7.4 In the case of clause 7.3 Softr is not liable for lack of economic success, lost profits, and indirect damages.
7.5 Liability pursuant to the above clause 7.3 is limited to the typical, foreseeable damage at the time of conclusion of the Agreement.
7.6 In the case of 7.3, liability for damages due to loss of data is limited to the amount of data recovery that would have been incurred even if the Customer had regularly backed up the data in accordance with the risk.
7.7 The limitations of liability apply mutatis mutandis in favour of our employees, agents, directors, or other personnel or freelancers.
7.8 Any liability of Softr for given guarantees (which must be explicitly designated as such) and for claims based on the German Product Liability Act or applicable data protection laws remains unaffected.
7.9 Any further liability of Softr is excluded.
8 Term and Termination
8.1 The “Term” commences upon conclusion of the Agreement according to Section 1.4 and ends when the termination of the Agreement becomes effective.
8.2 Unless otherwise agreed the Term is one month or year depending on the plan applicable from the commencement of the Agreement.
8.3 The Term is extended automatically for another month or year depending on the plan applicable if the Agreement is not validly terminated by one of the parties.
8.4 Costumers on the “Free Plan” subscription model may terminate the Agreement at any time by clicking the respective button in their account). All other Customers may terminate the Agreement accordingly before the end of their billing period.
8.5 Softr may terminate this Agreement by a thirty (30) day’s written notice (email sufficient).
8.6 Softr is also entitled to downgrade the Customer to the “Free Plan” if the Customer is more than one (1) week in default of payment of their Fee and Softr has noticed the Customer of the prospect of a downgrade in text or written form.
8.7 Termination for good cause remains unaffected for both parties.
8.8 Upon effectiveness of the termination of the Agreement the Customer has no right to obtain any Services any longer. Softr will delete the Customer Content including Customer Products and Customer's personal data in accordance with the arrangements in Appendix 1 after eight (8) weeks after the effectiveness of the termination (“Grace Period”) during which you may require (email sufficient) to be provided by us with such data in a reasonable format. During the Grace Period, Softr will store data for security reasons for a period of eight (8) weeks after the termination of the contractual relationship to protect the Customer from accidental loss of data. Softr is also entitled to store data after the Grace Period if Softr is legally or by order of an authority obliged to do so, in particular for reasons of commercial and tax law.
9 Final Provisions
9.1 In case of contradictions between the Appendices and the Agreement, the provisions of the Appendices shall prevail.
9.2 The Customer can only offset against claims of Softr or assert a right to retain if the counterclaim is undisputed or has been legally recognized or is in a synallagmatic relationship with the respective claim concerned.
9.3 The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
9.4 The exclusive place of jurisdiction over all disputes under or in connection with this Agreement is Berlin, provided that the parties of the Agreement are merchants or the Customer has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent domicile abroad after these terms and conditions have come into effect or his domicile or his habitual place of residence is unknown at the time of the commencement of legal proceedings.
