Terms of Service (Allgemeine Geschäftsbedingungen)

Last Updated: 02.06.2024

Agreement to Terms

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Reffect UG (haftungsbeschränkt) (“we,” “us” or “our”), concerning your access to and use of the remind5.com website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.

§ 1 General Terms - Scope of Application

1. These General Terms and Conditions of Business (in German: Allgemeine Geschäftsbedingungen, AGB) shall apply to all of our business relations with our customers (hereinafter referred to as "Buyer"). The Conditions shall only apply if the Buyer is an entrepreneur, a legal entity under public law, or a special fund under public law.
2. The General Terms and Conditions of Business shall in particular apply to contracts for the sale and/or delivery of digital products, irrespective of whether we manufacture the products ourselves or procure them from suppliers. The General Terms and Conditions of Business in their current version shall also apply as a framework agreement to future contracts for the sale and/or the delivery of digital products with the same Buyer without our having to refer to them again in every single case. In the case of amendments of these General Terms and Conditions of Business, the Buyer shall be notified without delay.
3. Our General Terms and Conditions of Business shall exclusively apply. Deviating, contradictory, or supplementary General Terms and Conditions of a Buyer shall only become part of the contract if and insofar as we have given our express consent. This requirement of consent shall apply in any event, even if, for instance, we unconditionally deliver products to the Buyer in awareness of the latter's General Terms and Conditions of Business.
4. Individual agreements concluded with the Buyer on a case-to-case basis (including collateral agreements, supplements, and amendments) shall in all instances have precedence over these General Terms and Conditions of Business. A written contract or our written confirmation shall be decisive for the validity of such agreements.
5. Legally relevant declarations and notifications rendered to us by the Buyer after the conclusion of the contract (such as setting of deadlines, notifications of defects, declaration of cancellation or reduction) shall only be valid if made in writing.
6. References to the applicability of legal provisions are provided for clarification purposes only. Consequently, even without such clarifying references, legal provisions shall be applicable unless directly amended or expressly excluded in these General Terms and Conditions of Business.

§ 2 Conclusion of Contract

1. Our offers are non-binding and subject to change. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents – also in electronic form – to which we reserve ownership and copyright.
2. The order of the products by the Buyer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days of its receipt by us.
3. Acceptance can be declared either in writing (e.g., by order confirmation) or by delivering the products to the Buyer.

§ 3 Subscription Plans and Payment

§ 4 Delivery and Performance

1. The delivery of digital products shall be made electronically to the email address or account specified by the Buyer.
2. The risk of accidental loss and accidental deterioration of the digital products shall pass to the Buyer upon delivery.

§ 5 User Obligations

1. The Buyer agrees to use the digital products only for lawful purposes and in accordance with these Terms and Conditions.
2. The Buyer shall not:
   
   • Use the digital products in any way that breaches any applicable local, national, or international law or regulation.
   • Use the digital products for any purpose that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
   • Reproduce, duplicate, copy, or re-sell any part of our digital products in contravention of the provisions of these Terms and Conditions.

§ 6 Limitation of Liability

1. We shall only be liable for compensation, irrespective of legal ground, in the event of intent and gross negligence. In the case of ordinary negligence, we shall only be liable for:
   • Damages resulting from injury to life, body, or health.
   • Damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is a prerequisite for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely). In this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
2. The limitations of liability resulting from § 6.1 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the Buyer under the Product Liability Act.

§ 7 Data Protection

1. The Buyer may terminate the subscription at any time with effect from the end of the current subscription period.
2. We may terminate the subscription with a notice period of 30 days to the end of a calendar month.
3. The right to terminate for cause remains unaffected.

§ 9 Dispute Resolution

1. In the event of any disputes arising out of or in connection with this contract, the parties shall attempt to resolve the dispute amicably through negotiation.
2. If the dispute cannot be resolved through negotiation, the parties agree to consider mediation before resorting to litigation.
3. If mediation fails, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office, provided the Buyer is a merchant, a legal entity under public law, or a special fund under public law.

§ 10 Choice of Law and Venue

1. These General Terms and Conditions of Business and all legal relations between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. If the Buyer is a merchant as defined by the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive and also international place of jurisdiction for all disputes arising indirectly or directly from the contractual relationship shall be our registered office. We shall, however, also be entitled to file a suit at the Buyer’s place of general jurisdiction.

§ 11 Final Provisions

1. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.
2. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
3. Amendments and supplements to these General Terms and Conditions must be made in writing. This also applies to the waiver of the written form requirement.