General terms and conditions
Last update: November 2022
ContractHero GmbH, Parkstraße 89a, 13086 Berlin (hereinafter: "ContractHero"), offers a web-based administration and management solution for the management of contracts via the URL https://www.contracthero.com (hereinafter: "Website") under the brand ContractHero, (hereinafter: "Software"). The offer is directed exclusively to entrepreneurs, not to consumers. The following terms and conditions govern the relationship between ContractHero and the customer.
Subject of the contract
- These contractual conditions apply to the use of the software as presented on the website by the customer. Insofar as third-party offers are included, this is recognisable to the customer on the website.
- The software is operated by ContractHero as a web-based SaaS or cloud solution. The customer is enabled to use the software stored and running on the servers of ContractHero or a service provider commissioned by ContractHero via an internet connection for his own purposes during the term of this contract and to store and process his data with its help.
- These contractual conditions apply exclusively. The customer's terms and conditions of contract shall not apply. Counter-confirmations of the customer with reference to his own terms and conditions are expressly contradicted.
Registration, conclusion of the contract of use
- By registering on the website https://www.contracthero.com/, the customer makes an offer to conclude a contract of use.
- ContractHero checks the customer's offer. The customer will then receive a confirmation email with a link to confirm the customer's email address. As soon as the customer clicks on this link, the contract of use comes into effect according to these terms and conditions.
- After the conclusion of the contract ContractHero activates the customer's user account, which the customer can reach with his email address and a password ("access data"). The customer will be informed about the activation of his user account. The Access Data must be kept secret and must not be made accessible to third parties. The customer is solely responsible for all activities in connection with his user account.
Type and scope of the service
- ContractHero provides the customer with the software in its most current version for use at the router exit of the data centre where the server with the software is located ("transfer point"). The software, the necessary computing power and the necessary storage and data processing space are provided by ContractHero. However, ContractHero does not owe the establishment and maintenance of the data connection between the customer's IT systems and the described delivery point.
- ContractHero offers its software in different expansion stages, which can be continuously developed by ContractHero. The scope of use depends on the booked service. ContractHero is entitled to make individual features of the software unavailable for certain types of use or to restrict the use if it is not used by more than 90% of the customers.
Availability of the software / support
- ContractHero draws the customer's attention to the fact that limitations or impairments in the use of the software may occur that are beyond ContractHero's control. This includes in particular actions of third parties who do not act on behalf of ContractHero, technical conditions of the internet that cannot be influenced by ContractHero as well as force majeure. Also the hardware, software and technical infrastructure used by the customer can influence the usability of the software. As far as such circumstances influence the availability or functionality of the software, this does not constitute a breach of contract by ContractHero.
- In order to enable the most efficient troubleshooting possible, the customer must report functional failures, malfunctions or impairments of the software immediately and as precisely as possible by e-mail to email@example.com. If the customer fails to cooperate in this manner, § 536c BGB shall apply mutatis mutandis.
- ContractHero processes fault reports between 9.00 and 17.00 Monday to Friday, except on public holidays.
Data processing rights, data security, commissioned processing
- ContractHero complies with the legal data protection regulations.
- The customer grants ContractHero the right to copy the data to be stored by ContractHero for the customer for the purpose of executing the contract, as far as this is necessary for the use of the software. ContractHero is also entitled to keep the data in a failover system or separate failover computer centre. ContractHero is also entitled to make changes to the structure of the data or the data format in order to eliminate malfunctions.
- ContractHero sends out newsletters to existing customers at irregular intervals. These newsletters will contain information about the product and how it can be used better, as well as information about product innovations and changes. Occasionally, new partners, industry information and other news will also be presented.
- ContractHero is constantly developing its product. When introducing new components, ContractHero sometimes analyses the business model and behaviour of its customers to identify those for whom product innovations are particularly beneficial and targets these customers accordingly.
- The information entered by the customer, such as email address, company name and contact details, is added to ContractHero's database and a welcome email is sent using the Sendgrid communication programme. At the same time, the information provided is transferred to the Pipedrive customer relationship management system.
- If ContractHero acts as a processor for the customer in the sense of Art. 28 DSGVO, the provisions for commissioned data processing of ContractHero apply. The provisions also apply, without being signed separately by both parties, solely through the conclusion of a contract according to clause 2 of these General Terms and Conditions.
- The remuneration of ContractHero consists of a monthly basic fee. The basic fees listed at the conclusion of the contract at https://www.contracthero.com/preise or in the signed offer apply.
- Any agreed test phase ends automatically after 14 days. There is no automatic extension to another tariff. The contractual relationship therefore ends automatically unless a subsequent tariff is agreed. However, it is also possible to change to another tariff before the 14 days have expired.
- Additional fees may apply for third-party services used by the customer, which may be charged directly by the respective provider. This may include, for example, fees for online payment services.
- ContractHero reserves the right to change the prices at the end of the respective contract period (initial term or renewal term). The customer will be informed about this by email at least 2 weeks before the end of the contract period.
Subject to special provisions in these contractual terms and conditions, the statutory provisions on warranty in tenancy agreements shall apply in principle. Sections 536b (knowledge of the tenant of the defect upon conclusion of the contract or acceptance), 536c (defects occurring during the rental period; notification of defects by the tenant) of the German Civil Code (BGB) shall apply. However, the application of Section 536a (2) (Tenant's right to remedy defects himself) is excluded. The application of Section 536a (1) BGB (Landlord's liability for damages) is also excluded insofar as the standard provides for strict liability.
Liability and compensation
- ContractHero is liable for damages of the customer, which are caused intentionally or by gross negligence, which are the result of the non-existence of a guaranteed quality, which are based on a culpable violation of essential contractual obligations (so-called cardinal obligations), which are the result of culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act, according to the statutory provisions.
- Cardinal obligations are those contractual obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, and whose breach on the other side jeopardises the achievement of the purpose of the contract.
- In the event of a breach of a cardinal obligation, liability - insofar as the damage is only due to slight negligence - shall be limited to such damage as may typically be expected to occur when using the contractual software.
- In all other respects, liability - on whatever legal grounds - is excluded.
- The customer is advised that the administration of contracts by ContractHero does not replace the customer's legal obligations to keep records. This means that the customer must continue to ensure that his contracts are kept in a suitable form for official purposes.
Customer data and indemnification against third party claims
- ContractHero as a technical service provider stores content and data for the customer, which the customer enters, stores and makes available for retrieval when using the software. The customer commits himself to ContractHero not to post any criminal or otherwise illegal content and data, and not to use any programs containing viruses or other malware in connection with the software. In particular he commits himself not to use the software for offering illegal services or goods. The customer is the responsible party with regard to personal data of himself and his users and must therefore always check whether the processing of such data via the use of the software is supported by the corresponding permissions.
- The customer is solely responsible for all content and processed data used by him or his users as well as any legal positions required for this.
- ContractHero takes over certain contents of the imported contracts for summary presentations and evaluations in its database. The content of the database is made available to the customer after transfer for knowledge and review. ContractHero provides the data in a generally readable and editable format. ContractHero does not offer legal advice, therefore the contract contents are not checked for correctness. The customer has to inform ContractHero about any mistakes.
- In this context, the customer agrees to indemnify ContractHero against any liability and any costs, including possible and actual costs of legal proceedings, if a claim is made against ContractHero by third parties, including employees of the customer personally, as a result of alleged acts or omissions of the customer. ContractHero will notify the customer of the claim and, to the extent legally possible, give the customer the opportunity to defend the asserted claim. At the same time, the customer will immediately provide ContractHero with all available information about the facts that are the subject of the claim.
- Further claims for damages by ContractHero remain unaffected.
Term and termination of the contract
- The contract term and the billing cycle result from the conclusion of a contract on the ContractHero order page. For contracts with a monthly term, notice of termination must be given with one month's notice to the end of the contract. For contracts with an annual or longer term, the notice period is 3 months to the end of the contract. If the contract is not terminated before the end of this period, it will be automatically extended by the original contract term, but for a maximum of 12 months.
- Both parties reserve the right to extraordinary termination for good cause without observing a notice period if the legal requirements are met. Good cause shall be deemed to exist in particular if the client is in arrears with the payment of a due remuneration for several months.
- Declarations of termination must be at least in text form to be effective.
- After termination of the contract ContractHero has to return all documents provided by the customer and still in the possession of ContractHero as well as data carriers, which are in connection with the present contract, to the customer and to delete the data stored at ContractHero, as far as no storage obligations or rights exist. The data will be transferred in a generally readable and editable format. The customer has no right to restore the data after termination of the contract.
- The parties are obliged to keep permanently secret, not to pass on to third parties, record or use in any other way all information about the respective other party which has become known or is becoming known to them in connection with this contract and which is marked as confidential or is recognisable as business and trade secrets on the basis of other circumstances (hereinafter: "confidential information"), unless the respective other party has expressly consented in writing to the disclosure or use or the information is required to be disclosed by law, court decision or an administrative decision.
- The information is not confidential information within the meaning of this clause if it
- was previously known to the other party without the information being subject to a confidentiality obligation,
- is generally known or becomes known without breach of the confidentiality obligations assumed,
- is disclosed to the other party by a third party without breach of a confidentiality obligation.
- The obligations under this Clause 12 shall survive the termination of this Agreement.
Transfer of rights and obligations
The assignment of rights and obligations under this contract is only permitted with the prior written consent of ContractHero. ContractHero is entitled to entrust third parties with the fulfilment of the obligations from this contract.
- The contract is subject to the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction is the registered office of ContractHero, as far as the customer is a merchant, a legal entity under public law or a special fund under public law.
- Should individual provisions of this agreement be invalid, this shall not affect the validity of the remaining provisions. In this case, the parties shall cooperate to replace invalid provisions with provisions that correspond as closely as possible to the invalid provisions.
- ContractHero is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board. Due to the cooperative collaboration with its contractual partners, disagreements only occur in very rare cases, which are processed within the framework of effective customer management.
- The German language version alone shall be authoritative for the content of this agreement.