Terms of Use

§ 1 General, Scope of Application

(1) For the business relationship between JoMoCo UG (haftungsbeschränkt) i. G. (hereinafter "Provider") and the customer (hereinafter "Customer"), the following General Terms and Conditions apply exclusively in the version valid at the time of the order, unless otherwise provided for and unless deviating individual agreements are made between the parties in individual cases. Individual agreements take precedence over these GTC.

(2) These GTC also apply in their respective version as a framework agreement for future contracts for services with the same Customer, without the Customer having to be referred to them again in each individual case. The Provider will inform the Customer of changes to the GTC in text form.

(3) Deviating, conflicting, or supplementary General Terms and Conditions of the Customer shall not apply unless the Provider has expressly agreed to their validity in text form.

(4) Legally relevant declarations and notifications to be made by the Customer to the Provider after conclusion of the contract (e.g., setting of deadlines, reminders, declarations of withdrawal, or termination) require text form to be effective.

(5) The Provider is entitled to amend these GTC insofar as there is a factual reason for doing so, in particular in the event of changes in the legal situation, supreme court rulings, technical framework conditions, security requirements, or the scope of services, and insofar as the change is reasonable for the Customer. The Provider will inform the Customer of changes in text form. The Customer is entitled to object to the change in text form within two weeks of receipt of the notification of change. If the Customer objects in due time, the previous GTC shall remain in force. In this case, the Provider is entitled to terminate the contract with two weeks' notice to the end of the month.

(6) Insofar as the Customer is a consumer within the meaning of § 13 BGB (German Civil Code) and the Provider offers services to consumers, a separate Right of Withdrawal applies in addition to these GTC. This is available on the Provider's website and will be made available to the consumer in text form at the latest upon conclusion of the contract.

(7) Platform within the meaning of these General Terms and Conditions is the cloud-based software solution provided by the Provider under its own name, including all functions, modules, and services offered by the Provider. The platform is based on a technical infrastructure and software components of external technical service providers used by the Provider to provide the contractual services. The Customer has no claim to the use of specific technical solutions, software products, or providers.

§ 2 Subject Matter of the Contract

(1) The central subject matter of the Provider's offer is the provision of a cloud-based software platform of the Provider against payment and limited in time to the duration of the respective contract, optionally under its own branding, for use via the Internet (hereinafter "Platform").

(2) For the technical provision of the Platform, the Provider uses one or more external software and infrastructure components of external technical service providers, which are operated as cloud services via the Internet. The Platform and the provision of storage space are operated on servers of the respective technical service providers and/or service providers commissioned by them.

(3) Insofar as supplementary terms of use of external service providers apply to individual technical components or integrated services, these are relevant exclusively for the technical operation of the Platform. These terms of use do not establish an independent contractual relationship between the Customer and the respective third-party provider. In any case, the Provider remains the sole contractual partner of the Customer and solely responsible for the provision of the contractually owed services.

(4) The functional scope of the Platform results from the information on the Provider's website and the scope of services booked in each case. The Platform may in particular contain functions from the areas of CRM, automation, social media management, reporting, chatbots, team management, API integrations, and AI-supported functions.

(5) In addition to the provision of the Platform, the Provider may, if individually agreed, provide additional services, in particular consulting services, online marketing services, and other digital services. The nature and scope of these services result exclusively from the respective individual agreement or offer description.

(6) The terms of use of external technical service providers apply exclusively to the extent that they are mandatory for the technical operation of the base platform. They do not establish independent contractual relationships between the Customer and the respective third-party provider and do not extend, replace, or limit the contractual obligations of the Provider towards the Customer.

§ 3 Conclusion of Contract

(1) The information and representations on the Provider's website under the URL https://jomoco-social.com regarding the provision of services by the Provider do not constitute a legally binding offer, but merely an invitation to the Customer to submit an offer to conclude a contract.

(2) To conclude a contract for the provision of the Platform, the Customer must submit a binding order for the provision of these services. For this purpose, the Customer selects the desired service on the Provider's website and activates the order process via the designated button, which redirects to a payment link of the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Stripe are communicated to the Customer on the website accessible under the payment link.

(3) By paying via Stripe, the Customer submits a binding offer to conclude a contract with the Provider, which the Provider accepts upon receipt of the payment.

(4) In the event that services individually tailored to the Customer are the subject of a possible conclusion of a contract, the Provider will create an individual contract offer for the Customer after prior contact and send it to the Customer in text form, in particular by email. The Customer may accept this offer in text form, whereby the contract with the respective individually agreed services is concluded.

(5) The parties are free to make deviating agreements in individual cases for the conclusion of the contract and/or payment processing.

§ 4 Prices and Payment Terms

(1) Unless otherwise stated in the Provider's offer, all prices are net in Euros plus the applicable statutory value-added tax (VAT).

(2) For the services of the Provider, the information on the amount of remuneration by the Customer current at the time of conclusion of the contract on the Provider's website applies, in particular the price lists presented there, unless deviating individual agreements have been made.

(3) The Customer pays the agreed remuneration for the contractual services via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland, or in accordance with an individual agreement made differently in individual cases.

(4) The remuneration is due monthly in advance. In the first month, the remuneration is due upon conclusion of the contract pursuant to § 3 paragraphs (2) to (4). If the contract is not concluded on the first day of a calendar month, the remuneration to be paid for the first month is calculated pro rata based on the remaining days of the month, starting with the day following the provision of the Platform.

(5) If the Customer is in default with the payment of due remuneration and the payment is delayed by more than four weeks, the Provider is entitled to block access to the Platform after a prior reminder setting a deadline and the expiration of the deadline without result. The Provider's claim to remuneration remains unaffected by the blocking. Access to the Platform will be reactivated immediately after full settlement of the outstanding amounts.

(6) If the Customer is in default of payment with more than one individual claim, all outstanding claims of the Provider against the Customer are due immediately.

(7) The Provider's right to extraordinary termination for good cause remains unaffected. Blocking access to the Platform represents a milder measure compared to termination.

§ 5 Software License by the Provider

(1) The provision of the Platform to the Customer takes place using an externally operated base platform of a third-party provider, which the Provider uses within the scope of its own contractual authorizations and makes accessible to the Customer within the contractual relationship.

(2) The computing power, storage, and data processing capacities required for use are provided by external technical service providers. Insofar as publicly accessible terms of use of these service providers exist, these can be viewed under the currently valid URL of the base platform provider used. These serve exclusively for technical information and do not establish any direct rights or obligations of the Customer towards the respective third-party provider.

(3) The Provider sets up a company account for the Customer for the term of the contract and leaves it to the Customer for their own use. An independent claim of the Customer against the third-party provider for provision of the base platform is not established. The Provider remains the sole contractual partner of the Customer.

(4) It is the responsibility of the Customer to create and maintain the technical prerequisites for using the Platform.

(5) The functional scope of the Platform results from the information available on the Provider's website as well as the respective booked scope of services.

(6) The functionality and availability of the Platform during the contract term are based on industry standards. Availability is defined as the Customer's ability to use the essential main functions of the Platform. Maintenance times as well as times of disruptions while adhering to the intended recovery times are considered times of availability. Times of insignificant disruptions are not taken into account when calculating availability.

(7) External technical service providers may make updates, changes, or adjustments to technical components. These may influence the previous functionality of individual functions or temporarily restrict individual functions. The Provider will make reasonable efforts to inform the Customer of significant changes in good time, insofar as this is technically and organizationally possible.

(8) The Provider does not owe an adaptation of the Platform to the individual needs or the IT environment of the Customer, unless explicitly agreed otherwise.

(9) A physical surrender of the Platform to the Customer does not take place.

(10) The Provider is entitled to change, exchange, or further develop the technical components, base platforms, or third-party providers used to provide the Platform at any time, provided that the essential performance purpose of the Platform is not impaired thereby. The Customer has no claim to the use of specific technologies, software solutions, or technical providers.

(11) Information on availability refers to the Platform as a complete system and not to individual technical components or base platforms of external service providers. Short-term restrictions due to maintenance work, security measures, technical adjustments, or disruptions of external service providers do not qualify as a lack of availability.

§ 6 Storage Space, Customer Data, Indemnification

(1) Within the scope of using the Platform, the Provider procures storage space for the Customer on servers of external technical service providers, insofar as this is necessary for the use of the Platform.

(2) The Customer is not entitled to leave the storage space provided to them, in whole or in part, to third parties for use, whether for a fee or free of charge.

(3) The Customer remains the sole owner of all data, content, and information that they store or process within the scope of using the Platform. The Provider generally takes no notice of the stored data and does not check it.

(4) The Customer is solely responsible for ensuring that the data stored or processed by them, as well as its use and provision, do not violate applicable law, official orders, third-party rights, or contractual obligations.

(5) The Customer indemnifies the Provider against all claims of third parties asserted against the Provider due to a violation of the obligations under paragraph (4), including the necessary costs of legal defense, unless the Customer is not responsible for the breach of duty. The Provider will support the Customer upon request in securing or returning their data, provided that no statutory retention obligations prevent this.

§ 7 Scope of Use and Rights of Use

(1) Rights to external technical components used to provide the Platform remain with the respective rights holders.

(2) The Provider possesses personal, non-assignable, revocable, and non-exclusive or simple rights of use to be able to provide the Platform to the Customer during the contract term. Any other use, in particular the reproduction, modification, distribution, transmission, republication, framing, display, or public performance of content or components of external components without appropriate authorization is prohibited.

(3) The Provider grants the Customer a simple, non-transferable, and non-sublicensable right of use to the Platform within the contractually agreed scope for the duration of the contractual relationship. The Customer is not entitled to leave the Platform or access thereto to third parties for use, whether for a fee or free of charge, without the prior consent of the Provider.

(4) The Customer may use the Platform exclusively within the scope of their own business activity themselves and/or through their own personnel via the company account provided to them. Affiliated companies are also considered third parties. Subletting or other transfer of the Platform to third parties is prohibited for the Customer.

(5) A physical surrender of the Platform to the Customer does not take place.

(6) If the Customer violates any of the above provisions, all rights of use granted by the Provider within the scope of the contractual relationship become invalid with immediate effect and automatically revert to the Provider. Further rights of the Provider remain unaffected.

§ 8 Support and Service Level, Consulting Services

(1) The Provider sets up a support service for Customer inquiries regarding functions of the Platform. Support can be reached by email at support@jomoco-solutions.com. Inquiries are processed in the chronological order of their receipt.

(2) The Customer must report functional failures, malfunctions, or other impairments of the Platform to the Provider immediately in text form.

(3) The Provider processes reported malfunctions within reasonable periods as follows:

• a) In the event of serious malfunctions that significantly impair the use of the Platform as a whole or in essential functions, the response time is up to 24 hours.
• b) In the event of other malfunctions that do not significantly impair the use of the Platform, the response time is up to 48 hours.
• c) In the event of insignificant impairments, processing takes place at the Provider's dutiful discretion.

The Provider does not owe a specific recovery time or a specific availability of individual functions. However, the Provider will strive for timely processing and resolution in good faith.

(4) The above deadlines for troubleshooting are extended by the period of the existence of the respective impediment, provided that troubleshooting is not possible for the Provider due to reasons beyond its control, e.g., regarding the base platform provider used, currently for example at https://jomoco-social.com/terms-of-service.

§ 9 Prohibited Uses

The Customer agrees to refrain from the following:

• a) Use of the Platform in a manner that violates applicable laws or regulations.
• b) Use of the Platform to exploit, harm, or attempt to exploit or harm persons in any way.
• c) Use of the Platform to send, receive, upload, download, use, or reuse material that does not comply with these Terms.
• d) Use of the Platform to transmit or cause the transmission of unauthorized advertising or promotional material, including junk mail, chain letters, spam, or similar solicitations.
• e) Impersonating or attempting to impersonate an external platform operator, its employees, another user, or any other natural or legal person, in particular by using corresponding email addresses.
• f) Any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform.
• g) Any conduct that, in the discretion of the platform operator, may harm the platform operator, its users, or the Provider, or expose them to liability.
• h) Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real-time activities.
• i) Use of any robot, spider, or other automated system, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• j) Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without the prior written consent of the platform operator.
• k) Use of any device, software, or routine that interferes with the proper working of the Platform.
• l) Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• m) Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
• n) Conducting denial-of-service attacks or distributed denial-of-service attacks on the Platform.
• o) Other attempts to interfere with the proper working of the Platform.

§ 10 Warranty

(1) The Provider provides the Platform within the framework of the contractual agreements. No warranty is assumed for a specific suitability of the Platform for the Customer's purposes, unless expressly agreed otherwise. Mandatory statutory warranty rights remain unaffected.

(2) The Platform is made accessible to the Customer in the state in which it is technically provided at the time. The Provider assumes no warranty or liability for the correctness or completeness of information, texts, graphics, links, or other content that may be available within the Platform.

(3) The Provider assumes no guarantee for damages caused by the transmission of computer viruses, worms, time bombs, logic bombs, Trojan horses, or other harmful computer programs. The Provider expressly declines to pass on any warranties or assurances of external technical service providers to the Customer.

(4) The regulations on support and troubleshooting pursuant to § 8 remain unaffected by the above provisions.

§ 11 Liability

(1) The Provider is liable for damages, regardless of the legal grounds, in cases of intent and gross negligence.

(2) In cases of simple negligence, the Provider is only liable a) for damages resulting from injury to life, body, or health, as well as b) for damages resulting from the breach of a material contractual obligation. In this case, liability is limited to the foreseeable, typically occurring damage.

(3) The limitations of liability pursuant to the above paragraphs also apply in favor of the legal representatives and vicarious agents of the Provider.

(4) Liability under the Product Liability Act as well as in the event of the assumption of a guarantee or in the event of fraudulent concealment remains unaffected.

(5) Insofar as performance disruptions, functional restrictions, or failures are attributable to causes that lie exclusively within the sphere of responsibility of external technical service providers, the Provider is liable only within the framework of statutory provisions and only insofar as its own fault can be proven.

§ 12 Term and Termination, Data Deletion

(1) Unless and insofar as nothing different is individually agreed with the Provider, the contract term begins with the conclusion of the contract pursuant to § 3 paragraphs (2) to (4).

(2) The term of the contract is one month. The contract automatically renews for a further month unless it is terminated by one of the parties with a notice period of two weeks to the end of the respective contract term.

(3) The right to extraordinary termination without notice for good cause remains reserved for both parties. Good cause for the Provider exists in particular if the Customer is in default with the payment of due remuneration for more than two months despite a reminder. If the Customer is responsible for the reason for termination, the Customer is obliged to pay the agreed remuneration minus saved expenses up to the time at which the contract would have ended at the earliest in the event of ordinary termination.

(4) Terminations require text form.

(5) After termination of the contract, the Provider will support the Customer upon their request at their own expense to a reasonable extent in the retransfer or backup of the data.

(6) The Customer is solely responsible for the statutory retention and proof obligations required after termination of the contract.

(7) The Provider will irrevocably delete all Customer data remaining on the servers to which the Provider has access no later than 30 days after termination of the contractual relationship, unless statutory retention obligations or retention rights of the Provider oppose this.

§ 13 Data Processing

(1) The parties undertake to comply with the applicable data protection regulations applicable to them respectively.

(2) With regard to personal data, the Customer remains the controller within the meaning of the General Data Protection Regulation (GDPR). The Customer must therefore verify on their own responsibility whether the processing of personal data within the framework of the contractual services and the use of the software is based on an effective legal basis.

(3) The Customer is solely responsible for obtaining the consents of the data subjects required under data protection law, in particular of employees, customers, or other contractual partners of the Customer whose personal data are processed within the scope of using the software.

(4) For the purpose of executing the contractual relationship, the Customer grants the Provider the right to reproduce the data to be stored or processed by the Provider for the Customer, insofar as this is necessary for the provision of the services owed under these GTC. To eliminate disruptions, the Provider is entitled, but not obliged, to make changes to the structure of the data or the data format.

(5) Insofar as the Provider acts as a processor within the meaning of Art. 28 GDPR within the framework of contract execution, the provisions of the currently valid Data Processing Agreement pursuant to Art. 28 GDPR shall apply in addition to these GTC. This agreement is part of the contractual relationship and can be accessed under the following link: https://jomoco-solutions.com/dpa

§ 14 Conclusion of Contract and Subject Matter of Online Marketing Services

(1) The parties may agree on the provision of online marketing services by the Provider in accordance with § 3 paragraphs (4) and (5).

(2) The Provider provides online marketing services for the Customer based on individual agreement, in particular in the areas of search engine optimization (SEO), search engine advertising (SEA), social media marketing, content marketing, as well as other digital marketing measures.

(3) The nature, scope, and concrete design of the online marketing services result exclusively from the respective individual agreement or offer description of the Provider.

(4) The Provider does not owe any specific economic success, in particular no specific ranking, reach, conversion rate, or increase in turnover, unless expressly agreed otherwise.

§ 15 Remuneration and Service Process in Online Marketing

(1) The fees for the online marketing services of the Provider are based on the agreements individually made between the parties, in particular on the conditions set out in the respective offer description.

(2) Should the Customer fail to comply with their duties to cooperate pursuant to § 16, or fail to do so completely or in a timely manner, the Provider is entitled to invoice the Customer separately for the additional expenses and costs incurred thereby.

(3) The Provider is obliged to safeguard the interests of the Customer within the framework of the online marketing services with the care of a prudent businessman and to take into account lawful instructions of the Customer.

(4) The Provider is entitled to provide partial services, provided that these are reasonable for the Customer.

§ 16 Duties of Cooperation of the Customer in Online Marketing

(1) If the Customer provides the Provider with texts, images, videos, or other content, the Customer ensures that this content is free of third-party rights and does not violate any legal regulations. The Provider is not obliged to legally check the content provided by the Customer. In particular, the Provider is not obliged to conduct trademark searches or other property right checks.

(2) The Customer ensures that all information, data, content, access, and approvals required for the execution of the online marketing services are provided completely, correctly, and in a timely manner. The Customer further ensures that all instructions given are lawful.

(3) The Customer undertakes to indemnify the Provider against all third-party claims as well as official measures asserted against the Provider due to a violation of the obligations pursuant to paragraphs (1) and (2). This also includes the necessary costs of legal defense. The Provider will inform the Customer immediately about such claims.

(4) Delays, performance restrictions, or additional costs arising due to delayed, incomplete, or incorrect cooperation by the Customer are not the responsibility of the Provider.

§ 17 Granting of Rights and Consent to Self-Promotion

(1) After full payment of the agreed remuneration, the Provider grants the Customer a simple right of use to the work results created within the scope of the online marketing services. The right of use is unlimited in time and space, but not exclusive, unless expressly agreed otherwise.

(2) Further rights of use, in particular exclusive, transferable, or sublicensable rights, require a separate individual agreement between the parties.

(3) Unless agreed otherwise, the Customer expressly grants the Provider consent to publicly present the services provided as well as the business relationship with the Customer in an appropriate manner for the purpose of self-promotion. This includes in particular naming the Customer as a reference as well as presenting the services provided on the Provider's website, in presentations, portfolios, or other advertising materials.

(4) The Provider is entitled to indicate its authorship within the scope of self-promotion without the Customer being entitled to separate remuneration for this.

§ 18 Acceptance, Warranty, and Liability in Online Marketing

(1) Insofar as individual online marketing services are provided as work services (Werkleistungen) within the meaning of the German Civil Code (BGB), the Provider is entitled to demand acceptance in text form after completion of the respective service. The acceptance period is two weeks from notification of the completion of the service, unless a deviating period has been agreed in individual cases.

(2) If the Customer does not react within the acceptance period or does not refuse acceptance due to a significant defect, the respective service is deemed accepted.

(3) An insignificant defect does not justify warranty claims. The Provider is entitled to determine the type of subsequent performance (Nacherfüllung).

(4) The limitation period for warranty claims is one year from acceptance of the respective service. This shortening does not apply to claims based on intent, gross negligence, or injury to life, body, or health.

(5) For liability within the framework of online marketing services, the regulations of § 11 of these GTC apply accordingly.

§ 19 Further Services

(1) The parties may agree on the provision of further services by the Provider in accordance with § 3 paragraphs (4) and (5).

(2) The Provider may provide further services to the Customer after individual consultation, in particular services in the area of digital processes, automation, consulting, data protection-related services, or other related services.

(3) The nature, scope, remuneration, and any special conditions of these further services result exclusively from the respective individual agreement or offer description.

(4) Insofar as no deviating regulations have been made for the further services, the provisions of these GTC apply accordingly.

§ 20 Confidentiality

(1) The parties undertake to treat all business and trade secrets as well as other business or operational facts of the respective other contractual partner confidentially. This applies to all information marked as confidential or whose confidentiality results from the circumstances.

(2) Confidential information may be used exclusively for the execution of the respective contractual relationship. Disclosure to third parties is only permissible if this is necessary for the fulfillment of the contract, a legal obligation exists, or the respective other contractual partner has previously expressly consented in text form.

(3) The parties undertake to oblige their employees and other vicarious agents who receive access to confidential information to confidentiality accordingly.

(4) The obligation to maintain confidentiality applies indefinitely beyond the termination of the respective contractual relationship.

§ 21 Final Provisions

(1) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, or if they have no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be, at the Provider's discretion, the registered office of the Provider or the registered office of the Customer. For lawsuits against the Provider, the registered office of the Provider is the exclusive place of jurisdiction in these cases. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected.

(2) The legal relationships between the Provider and the Customer are subject exclusively to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(3) Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Instead of the invalid provision, a provision shall be deemed agreed that comes closest legally to the economic purpose of the invalid provision. The same applies to any gaps in the contract.

(4) These Terms of Use, together with the Privacy Policy and the currently valid Data Processing Agreement, form the conclusive contractual basis for the use of the Platform and the associated services.