General Terms and Conditions (GTC)

Welcome to Claviso! These General Terms and Conditions govern your access to and use of our website and services. By accessing or using our website and services, you agree to comply with these terms. If you do not agree with any part of these terms, you must not access or use our website or services.

§ 1 Scope

The following general terms and conditions apply to all contracts of the user – hereinafter referred to as "Provider" – and their customers.
Conflicting or deviating conditions of the customer are not recognized unless their validity is expressly agreed upon in writing. This also applies if the provider does not explicitly object to them.
The provider's offers are directed exclusively at entrepreneurs and merchants within the meaning of § 14 of the German Civil Code (BGB). The customer is responsible for ensuring that this applies to them and that they book the provider's services solely for the establishment or expansion of a commercial or side business activity.
The provider's general terms and conditions in the version valid at the time of the respective order apply.

§ 2 Subject Matter of the Contract, Scope of Services

The binding scope of the performance owed by the provider is determined solely by the service description in the respective offer of the provider, and not by general promotional information on the internet or other media. Discussed service changes after the contract conclusion are only binding with confirmation in writing or text form.
The provider offers services, particularly in the field of digitization and automation of companies by implementing web-based software that uses cloud computing (SaaS), including consulting, training, and courses. The services are provided either permanently over an agreed service period or in individual appointments.
The provider may use third parties as subcontractors to fulfill contractually owed services. There is no entitlement to the involvement of a specific person.
The provider is not obliged to achieve a specific success according to the nature of the services offered, such as achieving certain sales figures or key figures.
If fixed dates for discussions are agreed upon between the provider and the customer, these are binding. A rescheduling or postponement is not possible unless the provider is prevented from providing the service.

The subject matter of the contract does not include the SaaS services recommended or implemented by the provider at the customer’s premises. Unless explicitly agreed otherwise, the customer orders the recommended or to-be-implemented external software solutions themselves and enters into contracts with their providers at their own expense, which are independent of this contract. The providers of these third-party offers are not vicarious agents of the provider. When the customer enters into a contract with third parties, the provider does not act as an authorized representative or vicarious agent.

§ 3 Conclusion of Contract

Generally offered services by the provider do not constitute a legally binding offer for the conclusion of a contract. They only invite the customer to make a binding offer to the provider.
The contract between the provider and the customer is concluded when both agree on the conclusion of the contract and declare this in agreement. The declarations do not require a specific form. Therefore, the contract can be concluded, for example, in a video conference, via chat, phone, email, fax, or in writing, for example, by confirming an offer sent via email or messenger in text form. The customer agrees that the provider may record the phone call, video conference, or chat for evidence and documentation purposes. In the case of a video conference or phone call, the contract can be concluded during the conversation.
If the provider makes an offer that the customer confirms, this confirmation is binding for the customer. In this case, the contract comes into effect through the acceptance of the offer by the provider, by which the provider sends the customer a confirmation in text form or the login information for a customer portal provided by the provider.

§ 4 Remuneration

The amount of remuneration owed by the customer is stated in the respective offer of the provider and is binding.
Prices communicated are net prices, and the applicable sales tax will be added if it applies.
The provider may demand reasonable advances on remuneration and reimbursement of expenses and make the fulfillment of services dependent on the full satisfaction of its claims.
Several customers of the same order are jointly and severally liable for the remuneration.

§ 5 Payment, Invoice

The remuneration owed is due immediately in full after the conclusion of the contract, unless the parties have individually agreed otherwise. In the case of installment payments, the payment for the respective service period is due in advance.
The payment of all invoice claims within the business relationship is carried out by direct debit. The customer informs the provider of a SEPA-capable bank account at the conclusion of the contract. By submitting their contract declaration, the customer grants the provider the related SEPA direct debit mandate, which authorizes the provider to initiate the payment transaction and charge the customer’s specified bank account. The customer will be informed of the date of debiting the bank account (referred to as "Pre-Notification"). The Pre-Notification is not bound by form (e.g., in the form of an invoice, information in an email, on a website, or in GTC). The announcement of the debit to the bank account is one business day ("Pre-Notification period"). Invoice amounts become due after the granting of the direct debit mandate but not before the expiry of the Pre-Notification period. The provider may also request a separate SEPA direct debit mandate from the customer. A form will be provided to the customer if this payment method is chosen. The SEPA direct debit authorization granted to the provider remains valid until revoked, also for further business relationships between the contracting parties.
If a direct debit cannot be collected from the customer's account and a reversal occurs, the customer must transfer this amount to the provider within five working days after the reversal and reimburse the costs incurred due to the reversal.
Payments can also be processed through external payment service providers. Further details arise from the terms of the payment provider, which are accessible to the customer before the conclusion of the contract.
In the event of late payment, in the case of a reversal, and in the event of unauthorized objections raised by the customer against a payment to the respective provider of the payment method, the customer is obliged to compensate the provider for damages in accordance with the terms of the payment provider, which are accessible to the customer before the conclusion of the contract. This does not apply to the extent that the customer is not at fault.

The offsetting against counterclaims is only permitted if the respective other contracting party has recognized the offset or this has been legally established. The same applies to the exercise of a right of retention by one contracting party.

§ 6 Customer's Duty to Cooperate

The customer acknowledges that the success of the services depends significantly on their cooperation. Their cooperation is therefore essential for the benefits they can derive from the contract. The customer shall ensure, even without a special request from the provider, that all necessary information or data for the service is provided to the provider in a timely manner and that the required reliable, correct, and complete information is provided. This also applies to all information, data, processes, and circumstances that arise or become known only during the consulting activity. The customer is aware that achieving goals regularly depends on the paid booking of third-party offers (especially SaaS); if they refuse this after the conclusion of the contract, they alone are responsible for any lack of success in the cooperation.
Whether the customer achieves their goals in the cooperation further depends on whether they make all decisions necessary for the provision of the agreed consulting services without delay and obtain the necessary approvals. The customer therefore agrees to make such decisions promptly and inform.
If the customer violates their duty to cooperate or other circumstances outside the provider’s sphere of influence that prevent the provider from providing the agreed consulting services, any agreed timeline (milestones) will be shifted. If the customer does not fulfill one of their duties to cooperate despite a reminder and deadline of one month, the contract duration is extended by (each) one month. In addition, the provider is entitled to charge the customer for additional costs incurred due to the customer's actions and to potentially claim for damages due to delay. Claims of the provider due to acceptance delay remain unaffected.
The customer is responsible for the provision of a digitally compliant connection, which allows the digital content to be retrieved, received, and stored online.
The access data for a digital platform provided by the provider (personal login data) must be protected against access by unauthorized third parties. Passing on the password to third parties is prohibited and will be pursued criminally and civilly. Participation in video conferences must not occur with a hidden IP address; the provider is required to continuously monitor access to its technical systems.

§ 7 Right of Retention

If the customer is in default with due payments, the provider is entitled not to perform further services until the outstanding amount is settled.
The provider has a right of retention on the documents provided by the customer for the purpose of rendering the owed services until complete fulfillment of its claims arising from the contractual relationship. This right of retention does not apply if and to the extent that the customer would suffer a disproportionate disadvantage, even considering the provider's interest in fulfillment.

§ 8 Liability, Limitation Period

The provider is liable for damages resulting from the injury to life, body, or health that are based on a willful or negligent breach of duty by the provider, its legal representatives, or its vicarious agents. The provider is also liable for other damages arising from willful or grossly negligent breaches of duty as well as deceit by the provider, its legal representatives, or vicarious agents. Liability under the Product Liability Act and for assuming a guarantee remains unaffected.
For damages caused by simple negligence and which do not fall under sentences 1 and 2 of the preceding paragraph, the provider is liable, as far as the negligence concerns the breach of such contractual obligations whose compliance makes the execution of the contract possible and which the customer can therefore rely on (cardinal obligations).
The provider is not liable for data and program losses, unless the above provisions establish mandatory liability. The liability for data loss is limited to the typical recovery costs that would have occurred during regular and appropriate data backup.
Further liability is excluded regardless of the legal nature of the asserted claim.
The limitation period for claims of the customer is one year from the start of the limitation period as provided by law.

§ 9 Duration, Termination

Early termination of contracts with a fixed term is excluded. Furthermore, cancellations and other contract terminations are not possible.
The statutory right to extraordinary termination remains unaffected. The provider can terminate the contract extraordinarily and cease providing services, particularly if the customer is in default with at least two payments in the case of installment payment or a term contract. The provider can then claim the entire remaining amount due or outstanding remuneration as damages, which would become due by the end of the term. If a deduction for saved expenses is to be made, this is a flat rate of 10%, unless one party provides evidence of a different value.
In the case of an agreed term, the contractual relationship ends upon its expiry without the need for a special termination. An early termination is not possible before the end of the contract term.
Free termination rights are excluded during the term of the contract.
If an automatic extension is agreed upon, the cooperation extends by another year unless terminated before the respective end of the term with the agreed notice period, at least two months. Terminations must be made in writing.

§ 10 Copyright

All documents, worksheets, websites, diagrams, flowcharts, presentations, graphics, software, photos, other media, and all other work results created and made available by the provider for the purpose of rendering the owed services are intellectual property of the provider. The customer acknowledges the exclusive rights of the provider to the work results, regardless of whether they are actually protected by copyright, trademark, or competition law.
The customer may only use the documents provided during and after the termination of the contract for their own purposes covered by the contract and the specifically agreed scope of services. The right of use is non-exclusive and conditional on full payment of the agreed contractual remuneration (i.e., with the last installment, if applicable). The customer is not entitled to modify and then exploit the provider's products.
The transfer of these documents to third parties requires the written consent of the provider unless consent to transfer arises from the content of the order.
Upon termination of the contract, all rights of use for the work results expire, allowing for deletion and potential access restriction.

§ 11 Customer Documents

The provider is entitled to regard information and documents provided by the customer as correct and complete. Unless expressly agreed otherwise, the provider is not obliged to ascertain inaccuracies.
The customer guarantees that material provided to the provider (e.g., photos and texts) is free from the rights of third parties or that the rights are contractually clarified. The customer indemnifies the provider from any third-party claims, including the costs incurred.
After fulfilling their claims from the order, the provider must return all documents that they received from the customer or on behalf of the customer in connection with their activities upon the request of the customer. However, this does not apply to correspondence between the provider and the customer and to documents that the customer already possesses in original or copy. The provider may make copies of documents that are returned to the customer and retain them.
The contracting parties have the right to return or destroy the documents received from the other party after the order has been completed. If it involves originals, consent from the other party must be obtained before destruction.
No obligation to retain documents, unless legally prescribed, is agreed upon.
Statutory data protection obligations remain unaffected.

§ 12 Confidentiality, Statements

The parties shall maintain confidentiality about all facts that come to their knowledge in connection with the execution of the contract unless the other party releases them from this obligation.
If the customer participates in meetings or video conferences with the provider or other customers of the provider online or offline, the customer is required to maintain complete confidentiality towards third parties regarding all discussed content. Dissemination of this information is prohibited. The customer also commits to maintaining etiquette, behaving politely, and not disclosing trade secrets, particularly in a Facebook group organized by the provider. The provider is entitled to exclude the customer from participation in case of repeated culpable violations of these obligations without affecting the customer's other contractual obligations.
The provider is permitted to mention the customer by name and reproduce their logos or brands as a reference and to report on the cooperation for their own advertising purposes in picture and sound, even after the contract ends.
The confidentiality obligation does not apply to the lending banks of the client.
The contracting parties behave appreciatively and benevolently towards each other. They express themselves appreciatively about one another when not otherwise subject to confidentiality, especially publicly or to third parties. The provider reserves the right to take legal action against any unlawful, improper, or unfounded statements about it or its services, whether made by the customer or third parties, especially false factual claims and derogatory remarks.

§ 13 Electronic Communication

Communication between the provider and the customer may also occur via email, chat messenger, or direct messages. If the customer does not wish to communicate via email or has specific security requirements, such as email encryption, the customer will inform the provider accordingly in text form.
The provider is entitled to send invoices to the customer in electronic form. The customer explicitly agrees to receive invoices in electronic form.

§ 14 Final Provisions

The language of the contract is German.
German law applies to the contractual agreements between the provider and the customer. The application of the UN Sales Law is excluded. The place of fulfillment is the provider's registered office. The exclusive place of jurisdiction for all legal disputes arising from this contract is the provider's business location, unless the customer is a merchant, a legal entity under public law, or a public-law special fund or has no place of jurisdiction in the Federal Republic of Germany.
The invalidity of individual provisions does not affect the validity of the remaining general terms and conditions.

§ 15 Contact

If you have questions, concerns, or complaints regarding these terms and conditions, please contact us at kontakt@claviso.co.

Status: May 2025