Vertragssprache ist Deutsch. Maßgeblich ist ausschließlich die deutsche Fassung.
1.1 These General Terms and Conditions (hereinafter "Terms") of Michail Frantzeskakis, trading as „Paragogoi by FlyDropGlobal“ (hereinafter "Provider"), apply to all contracts for the provision of Software-as-a-Service (hereinafter "SaaS") services concluded between an entrepreneur (hereinafter "Customer“) and the Provider concerning the services described on the Provider's website. The subject matter of the contract is the paid, time-limited provision, for the duration of the contract, of software (hereinafter "Software“) in digital form via the Internet, as well as the provision of storage space on the Provider's servers. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.
1.2 An entrepreneur within the meaning of these Terms is any natural or legal person or partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or self-employed professional activity.
1.3 The Software may contain links to third-party services. These Terms do not apply to such services, which are not provided by the Provider but by a third party. This also applies if the services are provided free of charge and/or if registration with the Provider is required for their use. For these services, the terms of the third-party provider and/or the statutory provisions between Customer and third party apply exclusively. The Provider merely mediates the technical access to these services.
2.1 The Provider makes the Software available to the Customer in digital form via the Internet for the duration of the agreed contract term. For this purpose, it grants the Customer access to the Software, which remains on the Provider's server. The scope of functions and technical specifications of the Software are described in more detail in the service description on the Provider's website. The Provider owes only the provision of the Software with the functionalities specified in the service description. In particular, the Provider does not owe the establishment or maintenance of the data connection between the Customer's IT system and the Provider's server.
2.2 The Software is updated by the Provider at irregular intervals. The Customer accordingly receives only a right of use to the Software in its respective current version. The Customer has no claim to bringing about any particular state of the Software.
2.3 The Provider makes available to the Customer a limited amount of storage space on its servers for the use of the Software. The scope of the storage space is described in more detail in the service description on the Provider's website.
2.4 The Provider's services are offered subject to availability. 100% availability is technically not realisable and cannot therefore be guaranteed to the Customer by the Provider. The Provider will however endeavour to keep the service available as consistently as possible. In particular, maintenance, security or capacity matters, as well as events beyond the Provider's control (disruptions of public communication networks, power outages, etc.), may lead to disruptions or to a temporary suspension of the service.
2.5 The Provider takes state-of-the-art measures for data security. The Provider is however under no duty of custody or care. The Customer is itself responsible for adequate data backup.
2.6 The Provider makes user instructions available to the Customer in electronic form.
2.7 Unless otherwise stated in the service description on the Provider's website, the Provider does not owe any support beyond the contractual maintenance obligation for the Software.
2.8 Insofar as the Provider also makes AI-supported functions available to the Customer within its software, the following provisions apply in addition:
2.8.1 No result is owed in the sense of a particular quality, substantive accuracy, completeness or usability of the generated outputs, as these are based on probabilistic models and depend on the quality, completeness and currency of the data provided by the Customer as well as on the publicly accessible data sources used by the software. In particular, due to the way probabilistic AI models work, differing outputs may be generated at different points in time despite identical inputs.
2.8.2 Unless otherwise agreed between the parties, the Provider does not owe exclusivity of the outputs. The Provider expressly points out to the Customer that overlaps between outputs generated for different customers are possible, since the software works on the basis of publicly accessible data sources and several customers may define comparable parameters.
2.8.3 The outputs generated with the software are made available to the Customer "as is". The Provider assumes no warranty as to the substantive accuracy, completeness, suitability or usability of the generated outputs, unless expressly agreed otherwise between the parties. The Customer is obliged to review the generated outputs on its own responsibility and to ensure their suitability for the intended purpose.
2.8.4 The Provider is entitled to use AI models and systems of third-party providers in the course of rendering its services. The Provider ensures that such third-party providers are contractually bound to comply with data protection requirements. Any transfer of personal data to third-party providers outside the EU/EEA takes place only in compliance with the statutory requirements.
3.1 The Provider reserves the right to modify the services offered or to offer deviating services, unless this is unreasonable for the Customer.
3.2 The Provider further reserves the right to modify the services offered or to offer deviating services,
3.3 Modifications with only insignificant impact on the Provider's services do not constitute modifications of services within the meaning of this clause. This applies in particular to purely graphical changes and the mere rearrangement of functions.
4.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but rather serve to enable the Customer to submit a binding offer.
4.2 The Customer may submit the offer to the Provider in text form (e.g. by email) by notifying the Provider of the desired services. By this notification, the Customer makes a legally binding contractual offer in respect of the desired services. The Provider does not provide an online order form.
4.3 The Provider may accept the Customer's offer within five days,
If several of the aforementioned alternatives apply, the contract is concluded at the time at which one of these alternatives first occurs. The period for accepting the offer begins to run on the day after the Customer sends the offer and ends at the expiry of the fifth day following the sending of the offer. If the Provider does not accept the Customer's offer within the aforementioned period, this is deemed to be a rejection of the offer, with the consequence that the Customer is no longer bound by their declaration of intent.
4.4 The contract text is stored by the Provider after conclusion of the contract and sent to the Customer in text form (e.g. by email).
4.5 Before submitting their contractual declaration, the Customer can continuously correct their entries via the usual keyboard and mouse functions.
4.6 The German language is available for the conclusion of the contract.
4.7 Order processing and contact generally take place by email and automated order processing. The Customer must ensure that the email address provided for order processing is correct so that the emails sent by the Provider can be received at that address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Provider or by third parties commissioned by the Provider with order processing can be delivered.
4.8 Activation of access to the Software takes place after full receipt of the remuneration payable in advance in accordance with clause 9.3.
5.1 The Provider is the holder of all usage rights required for the provision of the Software. Unless otherwise stated in the service description on the Provider's website, the Provider grants the Customer a non-exclusive, non-transferable right, limited to the duration of the contract, to use the Software for business purposes within the scope of these Terms. Any further use of the Software is not permitted.
5.2 Insofar as the Provider makes AI-supported functions available in order to fulfil its contractual obligations, it points out to the Customer that, as a rule, no protective rights, in particular no copyrights, arise in the outputs generated through use of the software. Insofar as rights nevertheless arise in the generated outputs, the Provider grants the Customer a simple right of use in the generated outputs in accordance with the above provisions on the granting of rights of use by the Provider. The generated outputs may also be passed on to third parties.
The Provider is entitled to use content and information which the Customer makes available to it under its contractual obligations for the service, and the processing of which is necessary for the proper performance of the service. The Customer grants the Provider, free of charge, non-exclusively and limited to the duration of the contract, the usage rights required for this purpose, in particular the right of permanent storage and retention, the right of reproduction and the right of adaptation, and warrants that it is entitled to grant such usage rights.
7.1 The Customer shall ensure that the hardware and software used by it, including workstations, routers, data communication devices etc., meets the minimum technical requirements for the use of the currently offered Software version.
7.2 The Customer is obliged to protect and safeguard the access data provided to it in accordance with the state of the art against access by third parties. The Customer shall ensure that use only occurs within the scope contractually agreed. Unauthorised third-party access must be reported to the Provider without undue delay.
7.3 The Customer may not store any data on the storage space provided whose use violates applicable law, official requirements or orders, rights of third parties or agreements with third parties.
7.4 The content stored by the Customer on the storage space designated for it may be protected by data protection law. The Customer shall determine on its own responsibility whether its use of personal data complies with data protection requirements.
7.5 The Customer must carry out reasonable data backups regularly on its own responsibility.
7.6 The Customer is obliged to check its data and information for viruses or other harmful components before input and to use state-of-the-art measures (e.g. antivirus programs) for this purpose.
7.7 The Customer shall ensure that programs, scripts or the like installed by it do not endanger the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers.
7.8 If programs, scripts or the like installed by the Customer endanger or impair the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts, etc. Insofar as the removal of the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider will inform the Customer of this measure without undue delay.
7.9 The processing of personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, as well as the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, health data or data concerning a natural person's sex life or sexual orientation, is prohibited.
7.10 Insofar as the Provider also makes AI-supported functions available to the Customer within its software, the following provisions apply in addition:
7.10.1 The outputs generated for the Customer may contain personal data as a result of automated data processing, even if the Customer has not entered such data. Before using the generated outputs outside the software, the Customer is obliged to check on its own responsibility whether they contain personal data or trade secrets of third parties and whether the legal basis required for the use of such data exists. Furthermore, the Customer is obliged not to enter personal data or trade secrets of third parties into the Provider's software unless this is strictly necessary for the contractually agreed purpose of use and the Customer is entitled to process such data.
7.10.2 The Customer is obliged to comply with the applicable statutory labelling obligations for AI-generated content when further using the generated outputs, as well as with the information obligations towards data subjects. Upon request, the Provider makes available to the Customer the information required to fulfil these obligations.
7.10.3 The Customer is aware that, in exceptional cases and due to the way AI models work, the Provider's software may deliver incorrect or incomplete outputs (so-called "hallucinations"). The Customer undertakes to check the outputs generated by the software for plausibility and accuracy before further use.
8.1 The Provider is in principle not obliged to proactively review the content posted by Customers for its lawfulness or compatibility with third-party rights or these Terms. The Provider nevertheless reserves the right, in individual cases and on its own initiative, to review the Customer's content for lawfulness and, in the event of established violations, to take measures pursuant to the following provisions.
8.2 Customers and affected third parties may report presumed unlawful content to the Provider using the contact information in the Provider's Impressum (e.g. by email). The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person will only be disclosed to the Customer if this is strictly necessary.
8.3 In the case of reports and in the context of any reviews carried out at the Provider's own initiative, a human content review is generally performed. In individual cases, automated technical review procedures may be used as a supplement.
8.4 If the unlawfulness of content published by the Customer is established as a result of a report or in the course of a review at the Provider's own initiative, the Provider is entitled, even without prior notice or contact, at its reasonable discretion, to take one or more of the following measures:
8.5 When selecting the measures to be taken, the Provider will take into account the principles of proportionality and weigh the interests of the affected Customer against its own interests in the unimpeded, undisturbed and unimpaired continuation of its business activities. Criteria taken into account when imposing a measure are:
8.6 Insofar as Customers frequently submit manifestly unfounded reports or complaints, the Provider will, after prior warning, suspend the processing of reports and complaints from such Customers for a reasonable period.
9.1 Unless otherwise stated in the Provider's service description, the prices indicated are total prices. No VAT is charged, since the Provider is exempt from VAT as a small business.
9.2 Payment options and payment modalities will be communicated to the Customer on the Provider's website.
9.3 The remuneration is invoiced by the Provider in advance for the agreed service period and can be paid by the Customer via bank transfer to the bank account specified by the Provider. Unless otherwise stated in the invoice, the invoice amount is due for payment immediately.
9.4 If a payment method offered via the payment service "Stripe" is selected, payment processing is carried out by 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 Provider's website. To process payments, Stripe may use further payment services, for which special payment conditions may apply and to which the Customer may be referred separately. Further information on Stripe is available online at https://stripe.com/de.
10.1 The contract is concluded for a fixed term as indicated in the service description on the Provider's website and ends automatically upon expiry of the contract term.
10.2 The right to extraordinary termination for cause remains unaffected. Cause exists if the terminating party cannot reasonably be expected, taking into account all the circumstances of the individual case and weighing the mutual interests, to continue the contractual relationship until the agreed end or until the expiry of a notice period.
10.3 Terminations must be made in writing or in text form (e.g. by email).
10.4 Upon termination of the contract, the Customer loses access to its user account. Furthermore, upon termination of the contract, the Provider's obligation to store the Customer's uploaded data also ceases.
If the Customer wishes to switch to another provider or to an ICT infrastructure on its own premises, the provisions in the Annex on Provider Switching, which are appended to these Terms, shall apply.
12.1 The Customer must report any defects, disruptions or damages that occur to the Provider without undue delay.
12.2 Warranty for merely insignificant reductions in the suitability of the service is excluded.
12.3 Strict liability under section 536a(1) of the German Civil Code (BGB) for defects that already existed at the time of contract conclusion is excluded.
12.4 Termination by the Customer due to non-granting of contractual use is only permissible once the Provider has been given sufficient opportunity to remedy the defect and such remedy has failed. A remedy is deemed to have failed only if it is impossible, if it is refused by the Provider or unreasonably delayed, if there are justified doubts about its prospects of success or if for other reasons it is unreasonable for the Customer.
13.1 The Provider is liable for all contractual, quasi-contractual and statutory, including tort-based, claims for damages and reimbursement of expenses as follows:
13.2 The Provider is liable without limitation on any legal basis
13.3 If the Provider negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to the preceding clause. Material contractual obligations are obligations which the contract imposes on the Provider according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper performance of the contract in the first place and on the observance of which the Customer may regularly rely.
13.4 Otherwise, liability of the Provider is excluded.
13.5 The above provisions on liability also apply with regard to the Provider's liability for its vicarious agents and legal representatives.
The Customer shall indemnify the Provider from all claims asserted by other customers or other third parties against the Provider for the infringement of their rights due to content posted by the Customer or due to the Customer's other use. The Customer shall also bear the necessary costs of legal defence, including all court and lawyer fees at the statutory amount. This does not apply if the infringement is not attributable to the Customer. The Customer is obliged, in the event of a claim by third parties, to provide the Provider without undue delay, truthfully and completely, with all information required for the examination of the claims and for a defence.
The Provider undertakes to maintain silence about all confidential information of which it becomes aware in connection with this contract and its performance, and not to disclose it to third parties. Confidential information is information marked as confidential or whose confidentiality results from the circumstances, regardless of whether it is communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply insofar as the Provider is required by law or by a final administrative or court decision to disclose the confidential information.
16.1 The Provider reserves the right to amend these Terms at any time without giving reasons, unless this is unreasonable for the Customer. The Provider will notify the Customer of amendments to the Terms in good time in text form. If the Customer does not object to the validity of the new Terms within four weeks of the notification, the amended Terms are deemed to have been accepted by the Customer. The Provider will inform the Customer in the notification of its right of objection and the significance of the objection period.
16.2 The Provider further reserves the right to amend these Terms,
16.3 The Customer's right of termination remains unaffected.
All legal relationships between the parties shall be governed by the law of the Federal Republic of Germany.
The following provisions apply in the event that the Customer wishes to switch to another provider or to an ICT infrastructure on its own premises.
2.1 „Data processing service“ within the meaning of these Terms is a digital service provided to the Customer that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralised, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or minimal provider interaction.
2.2 „Digital assets“ within the meaning of these Terms are elements in digital form – including applications – for which the Customer has a right of use, independent of the contractual relationship with the data processing service it wishes to switch.
2.3 „ICT infrastructure on own premises“ within the meaning of these Terms is ICT infrastructure and computing resources that are owned by the Customer or rented or leased by the Customer and that are located in the Customer's data centre and operated by it or a third party.
2.4 „Switch“ within the meaning of these Terms is a process involving the Provider, the Customer and, where applicable, a receiving provider of data processing services, in which the Customer switches from using the Provider's data processing service to using another data processing service of the same service type or another service offered by a different provider of data processing services, or an ICT infrastructure on its own premises, including by extraction, transformation and uploading of the data.
2.5 „Exportable data“ within the meaning of these Terms are input and output data, including metadata, that are directly or indirectly generated, or co-generated, through the Customer's use of the data processing service, excluding assets or data of the Provider or of third parties that are protected by intellectual property rights or constitute a trade secret.
3.1 Prior to the ordering of the data processing services, the Provider shall provide the Customer with clear information on the following:
3.2 The Provider's online register with data structures and formats, relevant standards and open interoperability specifications for data is available on the Provider's website.
4.1 The parties agree on a switching and exit plan (hereinafter "Plan"), which in particular contains:
4.2 At the Customer's request, the Provider must provide the personnel designated by the Customer (or other third parties authorised by the Customer) with information to explain the relevant procedures.
4.3 At the Customer's request, the Provider undertakes either to organise a test or to support the Customer in its tests to verify whether the Plan works in practice for exportable data and digital assets. If problems arise during the test, the parties will analyse the causes in good faith and work towards solutions.
4.4 The Provider and the Customer undertake to update the Plan as necessary and, at least at the Customer's request, to review whether changes are required.
5.1 The Customer must send the Provider a switching notification, giving 2 months' notice, indicating that it is initiating the switch. If the Customer wishes to transfer only certain services, data or digital assets, it must state this in the notification.
5.2 In the switching notification, the Customer must indicate whether it intends:
5.3 The Provider will confirm receipt of the switching notification to the Customer within 3 working days at the latest by the same means of communication used by the Customer.
6.1 The transitional period is 30 calendar days and begins upon expiry of the notice period for initiating the switching process.
6.2 If the Provider is unable to comply with the agreed transitional period for technical reasons, it undertakes:
The Customer must confirm receipt of this extension notification within 3 working days in writing or in text form.
6.3 The Customer may extend the transitional period once by a period which it considers more reasonable for its purposes, but not longer than 3 months. In complex migrations, the parties may by mutual agreement fix a longer period, but no more than 12 months. The Customer must inform the Provider in writing or in text form by the end of the original transitional period of its intention and indicate the alternative transitional period. The Provider will confirm receipt of such extension notification within 3 working days in writing or in text form.
The Provider undertakes to reasonably support the Customer and third parties commissioned by the Customer from the beginning and throughout the entire duration of the switching process, so that the Customer can switch within the agreed transitional period. To this end, the Provider must in particular:
8.1 The Customer undertakes to take all reasonable measures to achieve an effective switch. The Customer bears the responsibility for the import and implementation of data and digital assets into its own systems or into the systems of the target provider.
8.2 The Customer or third parties commissioned by it, including the target provider, undertake to respect the intellectual property rights and trade secrets in the materials made available by the Provider in the switching process. The Customer further undertakes to grant access to these materials, and where applicable sub-licences to use them, to third parties or the target provider only to the extent necessary for carrying out the switching process until the end of the agreed transitional period, including the alternative transitional period, while respecting the confidentiality obligations and the intellectual property rights granted by the Provider.
9.1 The Customer may retrieve or delete its data during the agreed data retrieval period. The data retrieval period is 30 calendar days and begins after the expiry of the agreed transitional period. The parties may agree on a longer period if this is warranted taking into account their mutual interests.
9.2 After the expiry of the agreed retrieval period and upon successful completion of the switching process, the Provider undertakes to delete all exportable data and digital assets generated by the Customer or directly related to the Customer, and to confirm to the Customer that it has done so. This does not apply to exportable data that the Provider is required to retain under mandatory EU law or the law of EU Member States, provided that the Provider informs the Customer which exportable data it retains, for how long and for what reasons.
The Provider does not charge any additional remuneration for the switching process.
11.1 As soon as the Customer informs the Provider that the switching process has been successfully completed, the Provider will inform the Customer without undue delay of the termination of the contract. If the Customer does not inform the Provider of a successful switch or of the absence thereof, although the Provider has legitimate grounds to believe that the Customer has successfully completed the switch, the Provider may require the Customer to confirm that the switch has been successfully completed. If the Customer does not confirm the successful switch within 30 working days of this request, it is assumed that the switch was not successful and the contract is not terminated but continues on the existing terms.
11.2 If the Customer does not wish to switch but only to delete its exportable data and digital assets, the Provider undertakes to inform the Customer at the end of the agreed notice period of the termination of the contract.
12.1 The contract is deemed terminated between the parties if one of the following events has fully occurred:
12.2 If the contract or the Provider's Terms contain clauses on termination based on statutory provisions or related cases, such as the following:
the agreement, together with the agreed services and functions, shall not be terminated or expire before one of the events under the preceding clause has clearly occurred. This does not affect other rights or remedies to which a party is entitled against the other party.
The Customer may agree with the Provider on success criteria for the switch and milestones for the switch and report on the status of their achievement during the switching process. In any case, the Customer must inform the Provider of the successful switch.
12.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith to improve the switching process and achieve successful completion, to enable timely data transfer and maintain service continuity. In doing so, the Provider must, at the Customer's request, assist the Customer in identifying the reasons for the unsuccessful switch and inform it how the identified obstacles can be removed or bypassed.
12.4 The switching process is deemed to have been successfully completed when:
12.5 If, at the end of the transitional period, the Customer decides not to delete all its exportable data and digital assets at the end of the agreed data retrieval period and wishes to ensure that they remain available for a certain additional period with limited functionality, or if the Customer and the Provider have agreed to maintain the contract without the provision of certain services, unless the Customer expressly orders otherwise, this may only occur after:
If the alternative data retrieval period and other conditions for the service during this time are proposed by the Provider, the contract may not be terminated or expire before the Customer has, at its own discretion, accepted the deletion and clearly confirmed that the contract is terminated.
12.6 The right of the contracting parties to terminate the contractual relationship in the case of an indefinite contract by ordinary termination remains unaffected, provided that the reason for termination consists neither in a provider switch nor – on the part of the Customer – in an intention to delete data.
12.7 If the contract was expressly concluded for a specific duration and the expiry date is reached before the switching process is completed, and the Customer has not requested the deletion of its exportable data and digital assets,
Unofficial translation provided for reading convenience only. This is not a certified legal text; only the German version is legally binding.