General Terms and Conditions of Squills

  1. General, conclusion of contract
    1. The general terms and conditions (hereinafter referred to as “GTC”) of Squills GmbH, Goldenfelsstr. 9, 50935 Cologne, Germany (hereinafter referred to as “Squills”) apply to all services provided by Squills to its contractual partner (hereinafter referred to as “Customer”) on the online platform www.app.squills.eu (hereinafter referred to as: “Platform”). Deviating or supplementary terms and conditions of the Customer do not apply, even without express objection by Squills. They are only binding if they are confirmed in writing by Squills.
    2. In the event of any inconsistency between the terms of these GTC and the Contract and its Schedules or Ancillary Agreements, the terms of the Contract and its Schedules or Ancillary Agreements shall prevail.
    3. For online contract conclusions, the following applies: The sending of the order to Squills, i.e. the click on the “Order” button, represents a binding application for the conclusion of a contract by the customer that is subject to a fee. The contract is concluded by the subsequent written order confirmation by e-mail by Squills.
    4. The offer of Squills is exclusively directed to entrepreneurs in the sense of ┬ž 14 BGB. If you do not want to be bound by this agreement, do not use the service, do not access the services of Squills and do not register with Squills.
  2. Squills services, availability
    1. Squills provides software solutions to the extent outlined in the service description. The scope of application and the range of functions also results from the service description. The software solution is set up on the server of a service provider commissioned by Squills, which is accessible to the customer via the Internet. An adaptation or extension of the software product tailored to the specific needs of the customer is only owed to the extent that this was agreed in the service description.
    2. To the extent that Squills provides significant new features or upgrades to the Software Product, Squills will offer them to Customer, notifying Customer of the additional costs associated therewith.
    3. Squills may use third party networks, facilities and technologies not owned or controlled by the Parties for the provision of the Software Solutions to the Customer. Squills will provide the Software Solutions at the agreed router exit of the data center where the Server is located (“Handover Point”). Squills is entitled to redefine the Handover Point if this is necessary for a smooth access to the Software Solutions owed by it. The customer’s duties to cooperate according to these GTC also apply to the newly defined handover point.
    4. The customer shall be provided with the access data (user name and password) required to use the software solution. This access data may only be passed on by the customer to authorized users. In addition, they must be stored securely and protected against unauthorized access by third parties.
    5. If Squills agrees that the customer can use the services at any time, Squills provides this service with an availability of 98.5%. Any maintenance work to be carried out or lack of availability of the server can be viewed at the following link https://status.bubble.io/#. Squills strives to continuously maintain the availability of the service. The availability is calculated on the basis of the time allotted to the respective calendar month in the contract period minus the maintenance time. Squills is entitled to perform regular maintenance on Saturdays and Sundays between 00:00 and 23:59 for a total of 8 hours per calendar month. The times in the UTC+1 time zone are decisive. The use of the platform is not possible or only possible with restrictions during such maintenance work. The customer will be informed in advance about the maintenance work to be carried out.
  3. Registration
    1. The use of the software solution by the user requires the successful registration of an account (hereinafter: “user account”).
    2. Only natural or legal persons of full age and unrestricted legal capacity, partnerships and non-profit organizations can register as entrepreneurs in the sense of ┬ž 14 BGB (German Civil Code).
    3. The following information is required for registration:
      • Company or club name,
      • Legal form,
      • First and last name of the shareholder(s) or responsible person(s),
      • Address, telephone number, e-mail contact,
      • Number and extract of business registration and/or trade register,
      • Tax and sales tax number.
    4. The specific data that is mandatory in the individual case is determined by the displayed mandatory fields of the selected services. Squills reserves the right to request further information or documents that are required for registration within the framework of the contractual relationship or due to legal requirements.
    5. The customer assures the correctness and completeness of all declarations made by him to Squills in the course of registration.
    6. Invoicing of Squills to the customer is done automatically based on the information provided by the customer.
    7. In case of a change of the User’s personal data, in particular in case of a change of the e-mail address, the User shall change it on his own responsibility and without delay in the dashboard of the software solution.
    8. If Squills incurs costs because data is not kept up-to-date by the customer, Squills reserves the right to charge these costs to the customer.
  4. Support and Training
    1. Squills provides the customer with a functional description, in which the respective functionality of the software solution is explained in detail. Squills is also entitled to offer, against payment and at the request of the customer, suitable training that facilitates the use of the software solution.
    2. If an update of the software solution leads to an update of the functional description from the provider’s point of view, Squills will provide a new functional description, which deals with the innovations of the software solution, and offer the corresponding training.
    3. Squills will maintain a support chat that is available during normal business hours. The support chat is not available on public holidays or weekends. Squills will support and advise the customer regarding the software application or troubleshooting by chat or other means of remote communication.
  5. Obligations of the customer
    1. The customer has to provide the necessary technical infrastructure, especially hardware, software and telecommunication connection. Information on the requirements for the technical infrastructure, which are necessary for the use of the services of Squills, is provided to the customer prior to the conclusion of the contract via the service specifications or the ancillary agreements made.
    2. The customer is obligated to check, within the scope of his possibilities, the proper provision of the service by Squills and to immediately report any malfunctions to Squills.
    3. The customer is prohibited from removing, altering or concealing any copyright, trademark or proprietary mark contained in or on the services of Squills, as well as from making any changes to services or products of Squills. This also applies to services and products of third parties, which Squills uses in the context of its services to the customer. The use of the websites and products of Squills or third parties is only permitted within the limits of copyright, trademark, patent, name and labeling rights as well as other industrial property rights. Duplication, processing, distribution and any kind of exploitation outside these limits require the prior written consent of the respective author or creator.
    4. The customer is solely responsible for the content of his websites or services, which are established on the basis of the services of Squills. The rights of third parties are to be observed. The customer must ensure that no information is provided, statements are made, files are posted or content is conveyed that violates applicable law or morality and, in particular, glorifies violence, violates the rights of third parties or discriminates against persons on the grounds of race, ethnic origin, gender, religion or belief, disability, age or sexual identity.
    5. Squills is to be exempted from all claims of third parties that are based on a culpable violation of the customer against the obligations in these GTC or legal obligations. The customer has to inform Squills immediately if he recognizes such a violation or if there are justified indications for such a violation.
    6. Squills provides the Service for the sole purpose of enabling the Seller to build a website and store. Squills does not operate the store or website operated by the Customer and therefore assumes no responsibility or liability for any business, transactions or activities conducted on the Customer’s website. Exclusively the customer is responsible for determining the content and business idea of his website. In addition, Customer agrees not to use the Software Solution in any other manner that is or may be harmful to Squills’ reputation or that may jeopardize the provision of the Service to other parties. Such activities include, but are not limited to, unauthorized load testing, security testing, or any other use of the Service that places an unreasonable burden on the resources used by Squills to provide the Software Solution.
    7. Customer is solely responsible for providing the required terms of use, terms of sale, other terms and conditions, and legally required documents (including without limitation, for example, the Privacy Policy) applicable to the use of its website by end users of the website (collectively, the “Website Terms”).
    8. Customer is solely responsible and liable for the Website and all business, transactions and activities conducted on the Website. Customer is solely responsible for all content created for or posted on its Website and acknowledges that Squills does not control such content. Without limiting the foregoing, Customer is solely responsible for operating its Website in compliance with all applicable laws, rules and regulations and the terms of this Agreement. Squills reserves the right to remove any Content from Customer’s Website or to temporarily suspend Customer’s Website if such removal or suspension is required by law. Customer is solely responsible for ensuring that the personal data of end users of the Website is processed in accordance with all applicable laws.
  6. Connection and use of payment service providers
    1. Squills allows the customer to integrate a third party payment account to receive payments in order to use the software solutions. Squills indicates on its website and in its service description which third party payment providers can be integrated. The selection of available payment options varies depending on the country in which the seller is located.
    2. Within the scope of using the software solution when integrating payment service providers, the customer is obliged to set up his own account with a third-party provider, which will be linked to the software solution. The customer is informed that further contractual conditions with the third party payment provider apply and that the third party payment provider may be liable to pay a fee.
  7. Third-party connectivity – third-party software
    1. Non-platform applications, third-party apps with which the customer has its own accounts, can be connected and controlled to the offered software solution, for example, to automate deliveries by the customer.
    2. The functionality of these platform-independent applications is the sole responsibility of the respective third-party provider and the customer. For the integration of third-party providers, Squills does not offer any assistance beyond the information available in the help section of the platform.
  8. Prices, payments
    1. Price and performance specifications as well as other declarations or assurances are only binding for Squills if they have been submitted or confirmed by it in writing.
    2. All prices are quoted in the currency Euro, unless otherwise stated, and are exclusive of VAT. This will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.
    3. If services are remunerated on a time and material basis, Squills shall document the type and duration of the services and transmit this documentation with the invoice. The customer has to ensure that the e-mail address deposited with Squills is deliverable in case of invoice delivery and is regularly retrieved by the customer. Any changes to the delivery address must be communicated immediately.
    4. If the customer does not agree with an invoice or does not agree with it in part, the customer shall notify Squills within 14 calendar days after receipt of the invoice. Otherwise, the invoice is considered accepted.
    5. All invoices are due immediately and payable without deduction no later than 14 calendar days after receipt.
    6. The prices indicated at the time of the order, as shown on the Squills website, apply.
    7. For each sales transaction made through Squills, Squills receives a sales commission. The respective amount of the sales commission depends on the currently valid pricing.
    8. In addition, monthly flat-rate usage fees may apply.
    9. The amount of the usage fees depends on the selected version of the software solution, which in turn depends on the desired scope of functions (Free, Premium/Professional). The customer can choose between monthly and annual billing. The details of billing and pricing can be found in the respective service description/price list.
    10. Payment of the agreed usage fees shall be made by credit card annually in advance. The credit card will be charged on the due date.
    11. When paying by credit card, Squills reserves the right to check the validity of the card, the credit limit and the address data. Squills is entitled to refuse the specified credit card as a means of payment if there is an important reason for this.
    12. The invoice for the agreed usage fee will be made available to the customer by Squills in electronic form in his profile for retrieval and/or sent by e-mail.
    13. If the price category of the version increases during the billing period due to a change in the scope of functions (Free, Professional), Squills will additionally bill the difference between the advance payment already made or the amount already billed and the amount based on the changed price until the end of the billing period as agreed with the customer (to-the-day billing).
    14. In case of default of payment by the customer, if no payment has been made even after a period of another calendar week after the due date, Squills is entitled to immediately block the customer’s access to the software. Squills will inform the customer in advance about this blocking by setting a further deadline of one calendar week. In this case the customer remains obligated to the further payment of the agreed upon remuneration plus possible interests on arrears. Any damage incurred by the customer due to the blocking for this reason cannot be claimed against Squills.
    15. A refund of payments made is excluded, unless it is a case from 12.3 and 18.3.
  9. Legal reservations
    1. Squills is the owner of all rights to the provided software solution.
    2. Squills grants the customer a simple, non-exclusive right, transferable only in accordance with the provisions of the service description and limited in time to the contract term worldwide, to use the software solution to the agreed extent and only for internal business processes.
    3. The source code of the Software Solution shall not be made available to Customer and Customer agrees not to reverse engineer, disassemble, decompile, translate or make any unauthorized disclosure of the Software Solution or any part thereof, except to the extent permitted by applicable mandatory law.
    4. The customer may not duplicate the software solution unless this is necessary for use in accordance with the contract or for purposes of reasonable backup or disaster recovery, or otherwise permitted under mandatory legal provisions. Documentation may only be duplicated for internal use by the customer.
    5. The customer is not authorized to grant rights of use to the software solution, the user manual and other accompanying materials supplied to third parties. Excepted from this is the transfer of the use of the software solution to such third parties to whom no independent right of use is granted and who are subject to the instructions of the customer with regard to the use of the software product.
    6. To the extent necessary for the contractual use, the customer will grant Squills the right to reproduce the data stored by Squills for the customer and to store this data in a failover data center. Should it be necessary to eliminate malfunctions, Squills is permitted to make changes to the structure of the data and the data format, insofar as this is reasonable for the customer.
  10. Use by third parties
    1. The customer has to protect his access to the services of Squills against unauthorized use by third parties. The customer is liable for any unauthorized use of his access, as far as he is at fault. The customer must notify Squills immediately if there is reasonable suspicion that unauthorized use of his access has occurred or is occurring.
    2. The customer has to pay the agreed prices for services of Squills, which are provided on the basis of an authorized use by third parties. He also has to pay these for services of Squills, which are provided due to an unauthorized use by third parties, if the customer is responsible for this use.
  11. Secrecy
    1. The customer and Squills are mutually obligated for an unlimited period of time to maintain secrecy about business and trade secrets or information designated as confidential that becomes known in connection with the execution of the contract.
    2. The contracting parties may not disclose confidential data to anyone without the written consent of the other contracting parties, with the exception of employees, legal representatives, subcontractors or vicarious agents of a contracting party to the extent that they need to know the data in order to provide the service and insofar as they are obliged to maintain the same level of confidentiality.
    3. Squills and its employees are also prohibited from processing or otherwise using any information or data obtained for any purpose other than the purpose of fulfilling the respective task.
    4. The Parties shall use commercially reasonable efforts to ensure compliance with these confidentiality provisions by their employees, in the case of subcontractors or agents.
    5. The provisions on confidentiality shall not apply to data that (1) was in the possession of a Party prior to the negotiations leading to this Agreement, (2) is already generally known or later becomes so without a violation by a Party of the provision hereof, or (3) is disclosed in compliance with a law or court order, provided that the other Party has been given reasonable notice of the law or order.
  12. Disruption in the provision of services
    1. If force majeure, strike or other inability on the part of Squills or one of its vicarious agents through no fault of its own impairs compliance with deadlines (“disruption”), the deadlines shall be postponed by the duration of the disruption, if necessary including a reasonable restart phase. A contracting party shall immediately inform the other contracting party of the disruption that has occurred in its area and the expected duration of the postponement.
    2. If the expenditure increases due to a disturbance, Squills can require the remuneration of the additional expenditure, unless the cause lies outside of the area of responsibility of the customer and the customer is not responsible for the disturbance.
    3. Squills is no longer obligated to perform if it no longer has the service owed or if it is impossible to provide the service. Squills undertakes to inform the customer immediately about the unavailability and to refund any consideration already received.
  13. Deficiencies
    Liability for only minor and initial defects is excluded. The right to withdraw from the contract remains unaffected.
  14. Legal defects
    1. Squills is liable for infringements of third party rights through its services only insofar as the service is used in accordance with the contract and in particular in the contractually intended field of use.
    2. Squills is liable for infringements of third party rights only within the European Union and the European Economic Area and at the place of contractual use of the service.
    3. If a third party asserts against the customer that a service of Squills infringes his rights, the customer shall immediately notify Squills.
    4. If rights of third parties are infringed by a service of Squills, Squills will, at its own choice and at its own expense, 1. procure the right for the customer to use the service or 2. design the service to be free of infringement or 3. take back the service with reimbursement of the remuneration paid for it by the customer (less reasonable compensation for use), if Squills cannot achieve any other remedy with reasonable effort. The interests of the customer are taken into account appropriately.
  15. Limitation
    Claims for defects shall become statute-barred within one (1) year from the statutory commencement of the limitation period. This shall not apply to claims pursuant to Section 438 (1) No. 2 BGB and Section 634a (1) No. 2 BGB.
  16. Limitation of liability
    1. Squills is liable for damages resulting from injury to life, body or health in accordance with the statutory provisions.
    2. Squills is only liable for other damages if these are based on an intentional or grossly negligent breach of duty by Squills or a legal representative or vicarious agent of Squills.
    3. Squills is not liable for slight negligence, unless an essential contractual obligation (cardinal obligation) is violated. In these cases, however, the liability is limited to the contract-typical foreseeable damages.
    4. Squills is not liable for such damages, which can be excluded if the customer carries out a proper data backup.
    5. Squills is not liable for the compatibility of its services with technical equipment falling within the customer’s area of responsibility.
    6. For claims for reimbursement of expenses and other liability claims (consequential harm caused by a defect, loss of profit, etc.) of the customer against Squills, the above applies accordingly.
    7. Liability under the Product Liability Act remains unaffected.
  17. Limits of liability
    1. If Squills is in delay with the service provision, the customer’s compensation for damages and expenses is limited to 0.5% of the price for the part of the service that cannot be used due to the delay for each full week of the delay. The liability due to delay is limited to a total of no more than 5% of the agreed remuneration.
    2. For each individual case of damage, liability is limited to the contract value, in the case of ongoing remuneration to the amount of remuneration per contract year, but not less than ÔéČ 1,000.00. The parties may agree on further liability against separate remuneration upon conclusion of the contract.
    3. The parties assume that this limitation of liability sufficiently covers the economic damage of the parties. Should a higher limitation of liability be agreed upon at the request of the customer, this must be expressly agreed upon in advance with Squills in an individual contract.
    4. Sections 17.1 and 17.2 of these GTC shall not apply in the event of intent or gross negligence or in the event of injury to life, body or health.
  18. Runtime
    1. The term of the contract between the user and Squills is indefinite, unless otherwise agreed.
    2. The user can terminate the contract at any time at the end of the billing period. The termination must be in text form to be effective (┬ž 126b BGB). Notice of termination may also be given electronically using the form available at the e-mail address support@squills.eu.
    3. Squills may terminate the contractual relationship at any time in text form (┬ž 126b BGB) or by notification in the User’s dashboard with a notice period of 30 calendar days to the end of the billing period.
    4. The right of the parties to terminate for cause shall remain unaffected.
    5. As soon as there are no more open or blocked transactions after the cancellation and the user account has been cleaned up, the user account will be closed.
    6. If websites of the customer, which were created via the software solution, are listed or indexed by search engines, it takes some time until they are deleted there. Squills has no influence on this. The responsibility for this lies solely with the search engine providers.
  19. Data and software output upon termination of contract
    1. In the event of termination of the Agreement, Squills will, within a reasonable period of time, allow the Customer to download and permanently store all data stored for the Customer.
    2. The data stored by Squills for the customer will be irretrievably deleted 30 days after termination of the contractual relationship. The customer is solely responsible for compliance with the retention periods under commercial and tax law.
      Rights of retention as well as the legal landlord’s lien according to ┬ž┬ž 562, 578 BGB in favor of Squills regarding the customer’s data are excluded.
    3. Any use of the software product after termination of the contractual relationship is prohibited.
  20. Privacy
    1. Should personal data be collected in the course of the performance of this Agreement, in particular, but not exclusively, when using the software solution, the parties shall ensure that data protection provisions are observed in the process.
    2. Personal data shall only be processed to the extent required for the performance of the contract. Personal data shall be processed within the scope of the Customer’s instructions; as soon as Squills is of the opinion that one of these instructions violates data protection regulations, it shall notify the Customer thereof without undue delay.
    3. The parties agree on the data processing agreement (AVV) retrievable here as binding between the parties […]. This meets the legal requirements of Art. 28 DSGVO and at the same time represents the responsibility of the data processed by Squills on behalf of the customer.
  21. Assignment
    The user may not assign any claims or rights against Squills arising from this contract without Squills’ prior written consent, which consent may not be dishonestly withheld. Should Squills assign claims or rights from the contractual relationship with the user, Squills will inform the user of this in advance in text form.
  22. Right of retention, set-off
    1. A right of retention of the customer, unless it is based on the same contractual relationship, is excluded. Squills is entitled to avert the exercise of the right of retention by providing security – also by surety.
    2. The customer may only set off claims that are undisputed or have become res judicata.
  23. Written form
    All amendments and additions to contractual agreements must be made in writing. This also applies to the cancellation or amendment of the written form requirement.
  24. Severability clause
    Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions or the contract itself.
  25. Adaptation of the GTC
    In the case of changes to the contract that do not significantly change the equivalence relationship to the disadvantage of the user, Squills may submit an offer of change to the user in text form in accordance with ┬ž 126b BGB (by e-mail) at least four weeks before the proposed time of their coming into effect. The user can declare his approval or rejection until the proposed date of the changes’ coming into effect. The changes are considered approved by the user if he has not indicated his rejection before the proposed time of the changes becoming effective. Squills will explicitly point out this approval effect to the User in the change offer.
  26. Applicable law, place of jurisdiction
    1. The law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
    2. The place of performance for the obligations arising from this contract is the registered office of Squills.
    3. For contracts with merchants, legal entities under public law or a special fund under public law, the place of business of Squills is the agreed place of jurisdiction.

Version: 02-2022