Terms and conditions

§ 1 Scope

  1. The “Omnora” software is a web-based solution (hereinafter referred to as “SOFTWARE”) provided by Omnora GmbH (hereinafter referred to as the “Provider”). It is intended exclusively for business or freelance customers who are not consumers within the meaning of § 13 BGB (German Civil Code) (hereinafter referred to as “Customer”).

  2. These General Terms and Conditions apply exclusively; deviating, conflicting, or supplementary General Terms and Conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing. This requirement of consent shall also apply if the Customer accepts the Provider’s services without reservation in the knowledge of the Provider’s General Terms and Conditions.

  3. The provider is entitled to make changes to the service description or the general terms and conditions and other conditions. The provider will only make such changes for valid reasons, due to new technical developments, changes in case law, or other equivalent reasons. The provider will inform the customer of any changes in good time in writing. If the change significantly disrupts the contractual balance between the parties, the change shall not be made or shall require the customer’s consent.

  4. This English translation of the General Terms and Conditions is provided for convenience only. In the event of any discrepancies or contradictions, the German version shall prevail and be legally binding.

§ 2 Subject matter of the contract

  1. The subject matter of the contract is the 
    1. provision of the Provider's SOFTWARE for use via the Internet and 
    2. the provision of storage space on the Provider's servers. 

  2. The provider is permitted to involve subcontractors in the provision of storage space, ensuring the functionality of the SOFTWARE, and providing support. The use of subcontractors does not release the provider from its sole obligation to the customer to fulfill the contract in full.

§ 3 Test access and software provision

  1. The provider generally grants the customer test access for an individually specified period. After the test phase has expired, this access shall be restricted. No notice of termination is required.

  2. If a contract is concluded between the Provider and the Customer, the Provider shall make the SOFTWARE available to the Customer in its current version via the Internet for a fee for the duration of this contract. For this purpose, the Provider shall set up the SOFTWARE on a server that is accessible to the Customer via the Internet.

  3. The customer can select products from the provider’s online offering and collect them in a virtual shopping cart using a corresponding function. Before placing a binding order, the customer can review and correct their entries. An order can only be placed if the customer confirms that they accept the General Terms and Conditions by taking appropriate action. After submitting the order, the customer will receive an automated confirmation of receipt by email, which documents the receipt of the order by the provider. This confirmation of receipt does not yet constitute acceptance of the contract offer. The contract is only concluded upon express acceptance by the provider, which is sent separately by email (e.g., as order confirmation). The text of the contract is made available to the customer in text form and stored in compliance with data protection regulations.

  4. The agreed scope of functions of the SOFTWARE is set out in the contract concluded. If the contract was concluded via the provider’s online ordering process, the service description valid at the time of the order will be sent to the customer in text form (e.g. as an attachment or via an individual link) with the order confirmation and thus forms part of the contract.

  5. The provider shall remedy all software errors without delay to the extent technically possible. An error shall be deemed to exist if the SOFTWARE does not perform the functions specified in the service description agreed in the contract, delivers incorrect results, or otherwise does not function properly, so that the use of the SOFTWARE is impossible or restricted.

  6. The provider shall continuously develop the SOFTWARE and improve it through updates and enhancements.

§ 4 Rights of use to the SOFTWARE

  1. The Provider grants the Customer the non-exclusive and non-transferable right to use the SOFTWARE specified in this contract for the duration of the contract within the scope of the SaaS services in accordance with its intended purpose.

  2. The customer may only edit the SOFTWARE to the extent that this is covered by the intended use of the SOFTWARE in accordance with the current service description.

  3. The customer may only reproduce the SOFTWARE to the extent that this is covered by the intended use of the SOFTWARE in accordance with the current service description. Necessary reproduction includes loading the SOFTWARE into the working memory on the Provider’s server, but not the temporary installation or storage of the SOFTWARE on data carriers (such as hard disks or similar) of the hardware used by the Customer.

  4. The customer is not entitled to make the SOFTWARE available to third parties for use, either for a fee or free of charge. The customer is therefore prohibited from subletting the SOFTWARE.

§ 5 Granting of storage space

  1. The provider shall provide the customer with storage space on a server for storing their data. If the storage space for storing the data is no longer sufficient, the provider shall notify the customer accordingly. The customer may order additional quotas subject to availability from the provider.

  2. The provider should ensure that the stored data can be accessed via the Internet.

  3. The customer is not entitled to transfer this storage space to a third party, either part or full, for a fee or free of charge.

  4. The customer undertakes not to store any content on the storage space whose provision, publication, or use violates applicable law or agreements with third parties.

  5. The provider is obliged to take appropriate precautions against data loss and to prevent unauthorized access to the customer’s data from third parties. For this purpose, the provider shall make daily backups, check the customer’s data for viruses, and install state-of-the-art firewalls.

  6. The customer shall remain the sole owner of the data in all cases and may therefore demand the surrender of individual or all data at any time.

  7. Upon termination of the contractual relationship, the provider shall surrender to the customer all data stored on the storage space allocated to it.

  8. The data shall be surrendered upon request by the customer by transmission via a data network. The customer’s data shall be irrevocably deleted in any case 90 days after termination of the contract. The customer shall have no claim to also receive the SOFTWARE suitable for using the data.

  9. The provider shall have no right of retention or statutory lessor’s lien (§ 562 BGB) about the customer’s data.

§ 6 Application support

  1. The customer is entitled to use the online help center (https://omnora.com/resources/tutorials) free of charge for independent support via the instructional videos provided there.

  2. Depending on the agreed license package, the customer also receives various services and service levels.

§ 7 Interruption/impairment of availability

  1. Adjustments, changes, and additions to the contractual SaaS services, as well as measures serving to identify and remedy malfunctions, shall only lead to temporary interruption or impairment of availability if this is necessary for technical reasons.

  2. The basic functions of the SaaS services are monitored daily using monitoring tools. Maintenance of the SOFTWARE is generally guaranteed from Monday to Friday between 9:00 a.m. and 5:00 p.m. In the event of serious errors – which render the SOFTWARE unusable – maintenance will be carried out within the Provider’s business hours within 8 hours of the Customer becoming aware of the error or informing the Provider. The provider should notify the customer of the maintenance work and carry it out in accordance with the technical conditions as quickly as possible. If the error cannot be rectified within 16 hours during business hours, the provider shall notify the customer by email within 24 hours, stating the reasons and the estimated time required to rectify the error.

  3. The availability of the services agreed upon in § 1 (2) of this contract is 98% on average per year, including maintenance work, but availability may not be impaired or interrupted for more than two calendar days in a row.

§ 8 Obligations of the customer

  1. The customer undertakes not to store any illegal content on the storage space provided that violates the law, official requirements, or the rights of third parties.

  2. The customer is obliged to prevent unauthorized access by third parties to the protected areas of the SOFTWARE by taking appropriate precautions. For this purpose, the customer shall, to the extent necessary, instruct its employees to comply with copyright law.

  3. Notwithstanding the Provider’s obligation to back up data, the Customer is responsible for entering and maintaining the data and information required for the use of the SaaS Services.

  4. The customer is obliged to check their data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.

  5. Access to the SaaS services is via an email address provided by the customer and a password chosen by the customer. The customer is obliged to treat their access data confidentially, to protect it from access by third parties, and to change it immediately if misuse is suspected.

  6. The content stored by the customer in the storage space designated for them may be protected by copyright and data protection laws. The customer hereby grants the provider the right to make the content stored on the server available to the customer when they request it via the Internet and to reproduce and transmit it for this purpose and to reproduce it for data backup purposes.

§ 9 Remuneration

  1. The customer undertakes to pay the provider the contractually agreed fee plus statutory VAT for the provision of the SOFTWARE and the allocation of storage space. Unless otherwise agreed, the remuneration shall be based on the package price agreed at the time of conclusion of the contract.

  2. The customer must raise any objections to the billing of the services provided by the provider in writing within a period of eight weeks after receiving receipt of the invoice to the address indicated on the invoice. After the expiry of the period, the invoice shall be deemed approved by the customer. The provider shall specifically inform the customer of the significance of its conduct when sending the invoice.

  3. The provider is entitled to adjust the contractually agreed remuneration once a year to reflect changing market conditions or significant changes in procurement costs or procurement prices. In the event of price increases that significantly exceed the regular increase in the cost of living, the customer shall be entitled to terminate the contract. In such cases, the provider shall notify the customer of this in writing.

§ 10 Liability for defects/liability

  1. The provider guarantees the functionality and operational readiness of the SaaS services in accordance with the provisions of this contract.

  2. In the event that the Provider’s services are used by unauthorized third parties using the Customer’s access data, the Customer shall be liable for any fees incurred within the scope of civil liability until receipt of the Customer’s order to change the access data or notification of loss or theft, provided that the Customer is at fault for the unauthorized third party’s access.

  3. The provider is entitled to immediately block the storage space if there is reasonable suspicion that the stored data is illegal and/or violates the rights of third parties. Reasonable suspicion of illegality and/or infringement of rights shall be deemed to exist if courts, authorities, and/or other third parties inform the provider thereof. The provider shall notify the customer of the blocking and the reason for it without delay. The blocking shall be lifted as soon as the suspicion has been refuted.

  4. Claims for damages against the provider are excluded regardless of the legal basis, unless the provider, its legal representatives, or vicarious agents have acted with intent or gross negligence. The provider shall only be liable for slight negligence if one of the essential obligations of the contract has been breached by the provider, its legal representatives, or executive employees or vicarious agents. The provider shall only be liable for foreseeable damage that is typically to be expected. Essential contractual obligations are obligations that form the basis of the contract, were decisive for the conclusion of the contract, and on whose fulfillment the customer may rely.

  5. The provider shall take appropriate precautions to secure the data stored by the customer in the system. Liability for the loss of data is excluded, unless the loss is due to intentional or grossly negligent behavior on the part of the provider.

  6. The provider shall be liable without limitation for damage caused intentionally or through negligence resulting from injury to life, limb, or health by the provider, its legal representatives, or vicarious agents.

§ 11 Term and termination

  1. The contract is concluded for the agreed minimum contract term. It begins at the time of the conclusion of the contract, unless otherwise agreed. If the contract is not terminated in writing by one of the parties at least one month before the end of the respective contract term, it shall be automatically extended by the duration of the originally agreed minimum contract term, unless different notice periods have been agreed in the contract.

  2. The right of each party to terminate the contract without notice for good cause remains unaffected. The provider is particularly entitled to terminate the contract without notice if the customer fails to make due payments despite reminders and the setting of a grace period or violates the contractual provisions governing the use of the SaaS services. Termination without notice requires in any case that the other party be given written warning and requested to remedy the alleged reason for termination without notice within a reasonable period.

§ 12 Data protection/confidentiality

  1. The customer is solely responsible for obtaining any declarations of consent required under the provisions of the Federal Data Protection Act (Bundesdatenschutzgesetz) from their own customers and contractual partners.

  2. The provider undertakes to maintain the strictest confidentiality regarding all confidential matters that come to their knowledge in the course of preparing, executing, and fulfilling this contract, in particular business or trade secrets of the customer. The provider shall neither disclose such information nor use it in any other way. This obligation applies to any unauthorized third party, including unauthorized employees of both the provider and the customer, unless the disclosure of such information is necessary for the proper fulfillment of the provider’s contractual obligations. In cases of doubt, the provider shall obtain the customer’s consent prior to such disclosure.

  3. The provider undertakes to agree a provision with the same content as the above paragraph 2 with all employees and subcontractors employed by it in connection with the preparation, execution, and fulfillment of this contract.

§ 13 Applicable law, place of jurisdiction

  1. This contract is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

  2. The exclusive place of jurisdiction for any disputes arising from this contract is Frankfurt am Main, Germany.

§ 14 Miscellaneous

  1. No verbal side agreements have been made. Amendments, additions, and supplements to this contract are only valid if they are agreed in writing between the contracting parties. This also applies to amendments to this contractual provision.

  2. Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision. The same applies in the event of a contractual loophole.