Terms & Conditions

General Terms and Conditions of Zelvor Technologies GmbH i.G.

Zelvor Technologies GmbH, represented by Noah Bani-Harouni & Nils Moeller, Am Waldpark 11, 22589 Hamburg, Germany (hereinafter referred to as “Zelvor” or the “Company”)

1. Scope of application

1.1 The General Terms and Conditions (“GTC”) of Zelvor apply to all legal relationships between the Company and its contractual partners. Zelvor offers a cloud-based software solution for automatic and optimal appointment planning and management between the respective users by offering digital calendar applications, video conference apps and other compatible professional software tools (hereinafter referred to as “the application”) to entrepreneurs, associations and legal entities under public law (hereinafter referred to as “customers”) exclusively on the basis of these General Terms and Conditions. The GTC also apply for future business relationships between the parties.

1.2 The respective customer’s user is responsible for the provision of compatible digital calendar applications, video conferencing apps or other software tools; no specific success is owed in this regard.

1.3 The GTC shall apply to all current and future contractual relationships, even if no express reference is made to them in contracts. These GTC can only be deviated from by express, individual contractual agreements in text form between the Company and the customer. Deviating or conflicting terms and conditions shall not be accepted by the Company unless the Company has expressly agreed to them in text form.

2. Notification of entrepreneurial status

The Company points out that the Company’s services are provided exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as associations or corporations under public law, but not to consumers. As a result, the Company is entitled to demand corresponding proof of the respective status of the customer upon conclusion of the contract. The data required for the proof must be provided completely by the customer.

3. Conclusion of the contract

3.1 The presentation of the application on the domain and its subdomains of the Company (zelvor.com, zelvor.de) does not constitute a legally binding offer. If the customer is interested in the Company’s application, contact can be made with the Company via the Company’s website by entering the customer’s first and last name, position in the company, e-mail address and telephone number as well as details of the company, the number of employees and a text message. A corresponding enquiry or enquiry via email to the Company does not constitute a binding offer from the customer. The Company will then arrange a non-binding initial meeting with the potential customer. Following the initial meeting, the Company will examine the potential customers’s request and submit a binding offer to the potential customer if the request can be met. A contract between the customer and the Company is concluded when the customer accepts this offer by sending a separate declaration in text form.

3.2 The enquiries and confirmations of receipt submitted as part of the contract initiation process shall be deemed to have been received if the party for whom they are intended can retrieve them under usual circumstances.

3.3 A contract shall be concluded exclusively in German and English. In the event of a contradiction or deviation between the German and English versions, the German version shall prevail.

3.4 The contractual provisions together with the GTC shall be provided by the Company to the customer by e-mail with the binding offer after the initial consultation. The GTC shall not be sent again after conclusion of the contract.

4. Service

4.1 The Company shall provide the non-exclusive rights of use in compliance with the terms of content and scope in the respective offer of the Company and/or the contract with the customers (hereinafter referred to as “contractual documents”) in return for a monthly usage fee.

4.2 Zelvor may, where necessary, deploy eligible employees to provide the service and/or uses third parties as sub-service providers to provide the service.

4.3 The customer is obliged to pay a monthly usage fee in advance.

4.4 The Company will not provide rights of use of the digital calendar applications, video conferencing apps or other compatible professional software tools from third parties such as Microsoft Outlook, Google Meet or other providers that are required to use the application. The customer is responsible for providing suitable hardware and a sufficient internet connection to use the application.

4.5 Only the contractual partner is authorised to use the application. The application may not be passed on to third parties unless this has been contractually agreed.

4.6 Changes, additions or extensions to the agreed services require an express agreement between the contracting parties, which must be documented in text form.

5. Obligations of the contractual partner to co-operate

5.1 The customer shall be obliged to notify the Company in text form of any defects in the application as soon as they appear. In the case of material defects, this shall be conducted by describing the time of occurrence of the defects and detailed circumstances. Otherwise, the customer may not assert claims for reduction, damages or withdrawal in accordance with § 536c BGB.

5.2 The customer is obliged to ensure the compliance with the prerequisites for the usability of the application (required software and hardware as well as Internet access), which are within the customer’s sphere of risk, by providing and regularly maintaining the working environment required for the use of the application.

5.3 The customer is obliged to take appropriate measures to protect the application from access by unauthorised third parties, in particular to store access data or copies of the software in a protected location.

5.4 The customer is further obliged to take appropriate measures to ensure that neither the customer nor third parties violate applicable law, official requirements or the rights of third parties by using the application made available to the customer, in particular that the customer does not retrieve, offer, distribute, process or store any content that damages reputation, is offensive, defamatory, discriminatory, inhuman, racist, anti-constitutional, sexistic, glorifies violence or pornographic.

5.5 Furthermore, the customer undertakes not to execute any applications that could lead to a change in the physical or logical structure of the networks, in particular not to retrieve, process, distribute, store or import viruses or other harmful components into the application, inter alia is obliged using state-of-the-art measures (e.g. virus protection programmes).

5.6 The customer must ensure confidentiality and compliance with data protection regulations by its users and instruct its users accordingly.

5.7 The customer undertakes to provide Zelvor with all data required for the provision of services.

6. Availability and maintenance

6.1 Zelvor assures to the customer an availability of the application provided of 99% per month (hereinafter “availability”).

6.2 The application is available to the customer 24/7 with the exception of announced maintenance periods. The application is available if it can be accessed by the customer during the aforementioned period in accordance with the aforementioned availability.

6.3 If maintenance shall be carried out on the application by the Company, the customer shall be notified 48 hours in advance. As far as possible, the Company shall arrange maintenance that could impair the use of the application during low-traffic periods.

6.4 Zelvor guarantees that the application will be maintained during the term of the contract and that no third-party rights prevent the contractual use of the application. The Company will rectify any material defects and legal defects in the application within a reasonable period of time. The Company shall also fulfil its obligation to rectify defects by providing updates with an automatic installation routine, e.g. by making them available for download on its homepage and by offering the user telephone support or support via e-mail to solve any installation problems that may arise. The Company’s response times are usually a maximum of 24 hours.

7. Rights of use and ownership

7.1 Zelvor is the sole and exclusive owner of all rights to the application provided.

7.2 Upon full payment of the remuneration in accordance with Section 9, the customer receives the, non-exclusive, non-transferable and non-sublicensable right to use the application as intended for its own business processes within the scope granted under these General Terms and Conditions and the contractual documents. The contractual use includes the installation of the desktop application as well as loading, displaying and executing the application. The type and scope of use shall otherwise be determined in accordance with the contractual documents.

7.3 The source code of the application shall not be made accessible to the customer and the customer undertakes neither to carry out reverse engineering, disassembly, de-compilation, translation or unauthorised disclosure itself, nor to arrange for or facilitate such, unless this is permitted under applicable mandatory law.

7.4 The customer may not reproduce the software product unless this is necessary for use in accordance with the contract or for the purposes of appropriate backup or emergency recovery or is otherwise permitted under statutory law.

7.5 The customer is not authorised to transfer the application access data provided to him or any backup copies made thereof to third parties. In particular, the customer is not permitted to sell, lend, rent or sub-licence the application in any other way or to publicly reproduce or make the application accessible.

7.6 If the customer violates any of the above provisions, all rights of use granted to the customer under the contract shall immediately become ineffective and automatically revert to Zelvor. In this case, the customer must immediately and completely cease using the application, delete all copies of the application installed on its systems and delete any backup copies, access data and copies thereof or hand them over to the Company.

8. Liability

8.1 The Company, its legal representatives and/or agents shall be liable in all cases of wilful intent and gross negligence only in accordance with statutory provisions.

8.2 In the event of a slight negligent breach of an obligation that is essential for the fulfilment of the purpose of the contract (cardinal obligation), the Company’s liability shall be limited to the amount of damages that is foreseeable and typical in such cases. In all other cases, the Company’s liability is excluded, subject to the provision in clause 12.3.

8.3 The Company’s liability for damages resulting from injury to life, body or health and under the Product Liability Act shall remain unaffected by the above limitations of liability.

8.4 Illustrations, descriptions, documentation, technical white papers or other illustrations are explanations of the nature of the service, but do not constitute a guarantee. Guarantees are provided exclusively, expressly and in text form by the management of the Company.

9. Remuneration, terms of payment and remuneration adjustment

9.1 The monthly usage fee agreed between the parties shall apply. The usage fee shown is a net amount in each case. Any customs duties, taxes and other levies incurred shall be paid additionally by the customer in accordance with statutory provisions.

9.2 The contractual partner is obliged to make advance payments unless otherwise agreed. The usage fee for the respective month shall be due in advance on the 3rd working day of each month without deduction. In the first month of the usage period, the usage fee shall be due upon complete provision of the application. If the provision of the application does not begin on the first day of a month after the conclusion of the contract, the usage fee to be paid shall be calculated on a pro rata basis according to the remaining days of the calendar month, starting on the day following the provision of the application. If the parties agree on a free trial period, the usage fee shall be due in advance without deduction on the 3rd working day of the month following the end of the trial period.

10. Termination of the contractual relationship

10.1 Unless the parties agree otherwise, the parties shall conclude a contract with a minimum term period of 12 months. The contract shall then be extended for an indefinite period if it is not terminated by one of the parties with a notice period of one month to the end of the minimum contract term.

10.2 If a contractual relationship exists between the parties for an indefinite period, either party may terminate the contract with one month’s notice period to the end of a calendar month.

10.3 The right to terminate without notice for good cause remains unaffected.

10.4 Terminations must be made in writing.

11. Confidentiality

11.1 The parties undertake to keep confidential information of the other party strictly and unconditionally secret and to protect it by taking appropriate technical and organisational measures. This obligation shall continue for a period of 12 months after the end of the contract. The right of the Company to engage third parties (§ 2 para. 3) shall remain unaffected.

11.2 The duty of confidentiality does not apply if this is necessary for Zelvor to ensure its legitimate interests. The Company is also released from the duty of confidentiality to the extent that it is obliged to provide information and to cooperate in accordance with the insurance conditions of its liability insurance.

11.3 The obligation to maintain confidentiality does not include information that

  • is already generally known when the parties conclude the contract or subsequently becomes generally known without this being based on a breach of the confidentiality obligations existing between the parties,
  • which the recipient has developed independently in cause of the cooperation or
  • the recipient has received from third parties or by the disclosing party without a confidentiality obligation.

The party invoking this exception must provide evidence that the conditions set out in this paragraph are met.

12. Data protection

The parties shall comply with statutory data protection requirements applicable to them. If and insofar as the Company processes personal data of the customer on behalf of the customer in the course of providing the application, the parties shall conclude a standard agreement on the processing of data on behalf of the customer in accordance with Art. 28 GDPR before the start of processing.

13. Applicable law and place of jurisdiction

13.1 This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.

13.2 The place of fulfilment is Hamburg. The exclusive place of jurisdiction arising from or in connection with the contract concluded between the parties is Hamburg, provided that the contractual partner is an entrepreneur or a legal entity under public law.

14. Miscellaneous

14.1 The parties are aware that the application may be subject to export and import restrictions. In particular, authorisation requirements may exist or the use of the application or associated technologies abroad may be subject to restrictions. The customer shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union and the United States of America, as well as all other relevant regulations. The Company’s fulfilment of the contract is subject to the condition that there are no obstacles to fulfilment due to national and international regulations of export and import law or any other statutory regulations.

14.2 The customer may only offset claims of the Company against undisputed or legally established claims and only assert rights of retention from such claims. This shall also apply to the right of retention pursuant to § 369 HGB (German Commercial Code), defence of defects and other rights to refuse performance. The assertion of rights to refuse performance by the customer presupposes that the mutual claims are based on the same contractual relationship.

14.3 In the event that individual provisions of these terms and conditions are invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the contracting parties by mutual agreement with a legally valid provision which comes closest to the economic sense and purpose of the invalid provision. The aforementioned provision shall apply accordingly in the event of loopholes.

Status: 28. Februar 2024