General Terms and Conditions

The Contractor grants the Client, for the duration of the agreement and subject to the condition precedent of full payment of the agreed remuneration, the paid, worldwide, non-exclusive and non-transferable right to use the Software for its intended purpose

The Client is entitled to have the Software used by its own employees or by third parties for its own purposes

Unless otherwise agreed, all rights to software and services provided or developed by the Contractor under this agreement belong exclusively to the Contractor

The Software may contain open source software components, whose use is governed exclusively by the applicable open source license terms

The right to use the Software also extends to fixes, patches, developments and updates provided by the Contractor to the Client

The Contractor provides the Software and comprehensive documentation in electronic form in German and English

The Contractor may revoke the Client's access authorization and/or terminate the agreement if the Client materially exceeds the permitted use or violates provisions protecting against unauthorized use

The Client has the right to have access authorization reinstated after demonstrating that it has ceased the non-compliant use and prevented future non-compliant use

top.legal strives to continuously develop the platform and services, and may modify functionalities for good cause if the Client is not objectively worse off than at the time of contract conclusion

The Client will support the Contractor to a reasonable extent in the provision of the contractual services and shall proactively provide all cooperation, information, data, files and materials required for the Contractor to fulfill its obligations

If the Client fails to cooperate sufficiently, the Contractor is not obligated to fulfill its contractual obligations for as long as it is prevented from doing so due to insufficient or delayed cooperation by the Client

The Client is responsible for adequate security processes, tools and controls for systems and networks interacting with the Software, maintaining alternative processes in the event of unavailability, verifying technical and organizational data protection measures, internal user training, and proper backup of all programs and data

Unless otherwise agreed, services are invoiced on a time-and-material basis at the end of the calendar month in which they are rendered, based on the Contractor's time records

Where employees of the Contractor are present on the Client's premises, they will comply with the Client's security instructions, which must be provided to the Contractor in writing in advance

The Contractor reserves all rights to work results created in the course of providing services, and grants the Client a non-exclusive, non-transferable right of use for its own purposes in accordance with Section 2(1) of these GTC

Work results created by the Contractor in the course of providing services, in particular customizations of the Software, are not covered by the Contractor's standard support unless incorporated into the standard software

Software and services are provided by the Contractor free of defects and, when used as intended, substantially comply with the specifications stated in the documentation

In the event of defects, the Client's warranty claims are initially limited to subsequent performance, and the Client shall notify the Contractor in writing of any defects and request their remediation

If subsequent performance finally fails after two attempts, the Client may withdraw from the individual agreement or reduce the remuneration; the Contractor's liability for damages is limited to the limits set out in these GTC

To use the Software, the Client requires an up-to-date standard web browser (Google Chrome or Mozilla Firefox) and is responsible for providing and operating all hardware and operating software as well as secure and fast connectivity

Unless expressly agreed otherwise, setup and configuration of the Software shall be remunerated at the hourly rates for services agreed in the individual order

Software and other work results are deemed handed over once made available to the Client; services are deemed rendered once the respective service has been completed

Unless otherwise agreed, software and services are not subject to separate acceptance and are deemed accepted upon handover; if acceptance is agreed and the Client has not met the schedule, acceptance occurs ten business days after handover

The Contractor is entitled to engage subcontractors or other agents to fulfill its contractual obligations, and shall ensure they are bound by confidentiality and data protection obligations consistent with these GTC

For each instance of unauthorized use of a contractual service within the Contractor's area of responsibility, the Contractor shall pay damages equal to the remuneration that would have accrued for authorized use during the minimum contract term applicable to that service

Unless otherwise agreed, software is invoiced annually in advance upon handover; the Client shall pay invoices within 14 days of the invoice date without discount or other deductions

In the event of default, statutory interest is due; the Contractor is entitled to temporarily deactivate the Client's access to the Software after 30 days of overdue payment until the outstanding invoice is paid

For simple negligence, the Contractor is only liable if cardinal contractual obligations are violated, and in such cases liability is limited to typical and foreseeable damages

The Contractor is only liable for indirect and consequential damages, lost profits, additional personnel costs, wasted expenditure and foregone savings in cases of intent or gross negligence

The liability limitations do not apply to claims based on intent or gross negligence, personal injury, fraud, the Product Liability Act, or damages falling within the scope of an independent guarantee given by the Contractor

If the Client breaches its data backup obligations, the Contractor's liability for data loss is limited to the damages that would have occurred even with proper and regular data backup by the Client

Each party undertakes to use all information received in the course of the contractual cooperation that is marked as confidential, is confidential by nature, or derived from confidential information, exclusively for the purposes of the contractual cooperation

Excluded from the confidentiality obligation is information that is publicly available, was independently developed, was disclosed by a third party not bound by confidentiality, or must be disclosed by law or court order

The Client undertakes not to process any unlawful content or data or content that infringes third-party rights using the Software, and not to use any programs containing viruses or malware in connection with the Software

The Client is solely responsible for all content used and data processed by it or its users, and for any necessary rights positions; the Contractor does not review the content used with the Software

The Client undertakes to indemnify the Contractor from any liability and costs, including litigation costs, if the Contractor is held liable by third parties as a result of alleged acts or omissions of the Client

The Contractor processes personal data provided in connection with account setup (name, email address, telephone number, password) and personal data relating to the use of the Software (log files), on the basis of Art 6(1)(b) GDPR for the performance of the contract

The Contractor is entitled to use anonymized data in connection with the use of the Software for internal business purposes, in particular to analyze usage and improve the Software

In the context of using the Software, the Client may process personal data of its end customers and other data subjects; the Client is the controller and the Contractor is the data processor

This data processing is governed by the Data Processing Agreement between the parties, which is available at https://www.top.legal/avv and is expressly incorporated into these GTC and the contract between the parties.

The contractual relationship between the parties is established via the order form on top.legal, the acceptance of a service package via the top.legal portal, or email confirmation

The term of individual orders is agreed in each individual order; individual orders may be terminated for material breach if the breach is not cured within 30 days of written notice, and the Contractor may terminate immediately if the Client is dissolved, insolvent or initiates such proceedings

This agreement is subject to German law; in the event of disputes, the parties shall first seek an amicable resolution, failing which Munich shall be the agreed place of jurisdiction

The Contractor has the right to publicly state that the Client uses its software and to use the Client's name and logo in its marketing materials, including on its website and social media pages

All notices under this agreement must be in text form and take effect upon first delivery

The Contractor may amend these terms if amendments are necessary due to changed circumstances and are reasonable for the Client; the Client is notified at least one month in advance and may object within 14 days, failing which consent is deemed granted

The invalidity of individual provisions of this agreement does not affect the validity of the remaining provisions; the parties undertake to replace invalid provisions by agreement with new valid provisions that come closest to the intended economic purpose