(General Terms of Business)

Smart In Venture GmbH
(“Speedbits / Infinity Tools” and related products)

1. General / Scope

1.1
These General Terms and Conditions (“GTC”) govern all business relationships and contracts, including the licensing of software, software-as-a-service (“SaaS”) solutions, and the provision of related services, between Smart In Venture GmbH or its affiliated companies (hereinafter “Licensor”) and its customers (hereinafter “Customer”).

1.2 Product Models (SaaS / Perpetual / Free Versions)
The Licensor offers the Software in different product models, in particular:
(a) as a cloud-based subscription (“Software as a Service”, “SaaS”),
(b) as a locally installed or self-hosted version under a perpetual license (“Perpetual License”), and
(c) as a free-of-charge version (e.g., community editions, trial versions) (“Free Version”).

Unless explicitly agreed otherwise, these GTC apply to all product models. Specific provisions may apply depending on the selected model (e.g., term and termination for SaaS subscriptions, license scope for perpetual licenses, and liability limitations for Free Versions).

1.3
These GTC apply exclusively. Deviating or supplementary terms and conditions of the Customer shall not apply unless expressly confirmed by the Licensor in writing. This shall also apply if the Licensor performs contractual services despite knowledge of conflicting terms of the Customer.

1.4
Individual agreements between the Licensor and the Customer (including annexes, amendments, product descriptions, offers, order confirmations, pricing plans, or special conditions) shall prevail over these GTC. The content of such individual agreements shall be proven by written contract or confirmation in text form.

1.5
Legally relevant declarations and notifications by the Customer (e.g., termination, withdrawal, or notice of defects) must be made in text form (e.g., email) unless otherwise required by law.

1.6 B2B and B2C
These GTC apply to:

Consumers within the meaning of §13 BGB (“Consumer”), and

Entrepreneurs within the meaning of §14 BGB (“Business Customer”).
Where clauses apply only to Consumers or only to Business Customers, this is explicitly stated.

2. Subject of the Contract

2.1
The subject of the contract is the provision of software developed by the Licensor (“Software”) for use by the Customer, either:
(a) as a cloud-based SaaS solution,
(b) as locally installed or self-hosted (“on-premise”), or
(c) as a Free Version.

2.2
The functional scope of the Software is defined in the current product description, documentation, pricing plan, or offer provided by the Licensor.

2.3
Upon conclusion of the license or SaaS agreement, the Licensor grants the Customer access credentials (if applicable). The Customer must promptly change any default or temporary passwords to secure credentials, is responsible for maintaining confidentiality, and must prevent unauthorized access.

2.4
The Licensor may update or modify the Software at any time to maintain or improve functionality and security. The Customer shall have no claim to specific future versions or features unless expressly agreed otherwise.

2.5
Unless otherwise agreed, the Licensor does not owe any specific economic success, specific results, or compatibility with third-party software beyond what is stated in the documentation.

3. Storage and Customer Data (SaaS)

3.1
In SaaS offerings, the Licensor provides the Customer with data storage capacity in accordance with the selected plan or offer.

3.2
The Customer shall not store, transmit, or distribute any data that violates applicable law, infringes third-party rights, or contains malicious code.

3.3
Upon termination of the contract, the Customer must export its data independently. Unless retention is required by law, the Licensor may permanently delete all remaining Customer data 30 days after contract termination. The Licensor shall have no obligation to provide additional software tools for this purpose beyond standard export functions, unless separately agreed.

3.4
The Licensor implements appropriate technical and organizational measures to prevent unauthorized access and data loss but does not guarantee absolute security.

4. Term, Renewal, and Termination
4.1 SaaS and Subscription Services

Unless otherwise agreed, SaaS contracts and other subscription-based services (including maintenance/support subscriptions) are concluded for an indefinite period and may be terminated by either party with three (3) months’ notice to the end of a calendar month.

4.2 Termination for Good Cause

Both parties may terminate the contract for good cause without notice. Good cause exists in particular if:

the Customer violates the Licensor’s usage rights and fails to cure such violation within a reasonable period after notice, or

the Customer is in default of payment for two consecutive billing periods or a substantial portion thereof.

4.3 Effects of Termination (SaaS / Subscriptions)

Upon termination, the Customer must cease use of the Software and delete all copies of any client-side components and access credentials, unless continued storage is required by law.

4.4 Perpetual Licenses

Perpetual licenses are granted for an indefinite period and do not end by ordinary termination. They may be terminated only for good cause (e.g., material breach), unless explicitly agreed otherwise.

5. Prices and Payment Terms

5.1
Fees and terms are as agreed in the respective offer, order confirmation, pricing plan, or invoice.

5.2
Invoices are payable within fourteen (14) days of the invoice date, unless otherwise stated.

5.3
The Licensor may adjust recurring SaaS/subscription fees after twelve (12) months by giving six (6) weeks’ notice in text form. The Customer may terminate the contract within six (6) weeks after receiving such notice. The Licensor shall inform the Customer of this right together with the notice.

5.4
The Customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been legally established.

6. Scope of Use / Rights of Use

6.1
The Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Software during the agreed term (SaaS/subscription) or perpetually (Perpetual License), solely for internal purposes, in accordance with the type and quantity specified in the contract, plan, or invoice.

6.2
Use beyond the agreed number of users, installations, or plan limits constitutes overuse and may be invoiced retroactively according to the current price list.

6.3
The Customer may reproduce the Software only as necessary for proper use (e.g., installation, backup). All copyright notices must remain intact.

6.4
The Customer shall not modify, decompile, reverse-engineer, or disassemble the Software except as expressly permitted by law (§§ 69d, 69e UrhG).

6.5
The Customer shall take appropriate measures to prevent unauthorized access to the Software, including secure handling of credentials, secure storage of copies, and employee training regarding license compliance.

7. Leasing and Transfer

The Customer may not lease, rent, resell, distribute, or otherwise provide the Software to third parties—whether for payment or free of charge—without the Licensor’s prior written consent, unless explicitly permitted in the license model.

8. Updates and Upgrades

8.1
The Licensor may improve or modify the Software to enhance stability or security.

8.2
Unless otherwise agreed, updates are included in ongoing SaaS subscriptions or maintenance fees. For perpetual licenses, updates and upgrades may require an active maintenance/support agreement.

9. Customer Obligations

The Customer shall:

ensure system and network environments meet the Licensor’s technical requirements;

protect access credentials and Software from unauthorized use;

use current antivirus and security software;

regularly back up data processed or transmitted through the Software;

comply with all applicable laws, including data protection and intellectual property rights.

10. Warranty / Defects
10.1 Business Customers (B2B)

10.1.1
The Customer acknowledges that it is not possible to develop software that operates without error under all conditions. The Licensor warrants that the Software will materially conform to its documentation at the time of delivery.

10.1.2
The Licensor shall not be liable for defects resulting from improper use, incompatible environments, customer modifications, or third-party integrations.

10.1.3
The Licensor shall remedy material defects within a reasonable period, at its option, by providing an update, workaround, or replacement.

10.1.4
If the remedy fails, the Customer may reduce the fee or withdraw from the contract (for SaaS: terminate for cause). Any damages are subject to Section 11 (Liability).

10.1.5
Warranty claims are excluded if the Customer has modified the Software without the Licensor’s consent, unless such modification was permitted by law and did not cause the defect.

10.2 Consumers (B2C)

10.2.1
For Consumers, statutory warranty rights apply. Any limitation permitted by law remains unaffected.

11. Liability

11.1 Unlimited Liability
The Licensor shall be liable without limitation for damages resulting from intent or gross negligence, as well as for injury to life, body, or health. This also applies to liability under the Product Liability Act and in cases of fraudulent concealment of defects.

11.2 Liability in Case of Slight Negligence
In cases of slight negligence, the Licensor shall be liable only for breach of material contractual obligations (cardinal obligations), i.e., obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer regularly relies.
In such cases, liability shall be limited to the damages foreseeable and typical for the contract.

11.3 Liability Cap (Maximum Amount)
In all cases of liability pursuant to Section 11.2, the Licensor’s total liability shall be limited to the amount paid by the Customer for the respective Software, SaaS subscription, license, or maintenance/support services within the twelve (12) months preceding the event giving rise to the claim (“Liability Cap”).
If the contract has existed for less than twelve (12) months, the Liability Cap shall be limited to the total fees paid by the Customer up to that time.

For perpetual licenses, the Liability Cap shall be limited to the license fee paid for the Software plus any maintenance/support fees paid within the twelve (12) months preceding the event giving rise to the claim.

The above limitations apply to all claims, irrespective of their legal basis (contractual, tortious, statutory, or otherwise).

11.4 Data Loss
The Licensor’s liability for loss of data is limited to the recovery effort that would have been required if the Customer had properly and regularly backed up its data, unless the data loss was caused by intent or gross negligence.

11.5 Free / Community Versions
If the Software is provided free of charge (e.g., community editions, trial versions), the Licensor shall be liable only in accordance with Section 11.1 and — in cases of slight negligence pursuant to Section 11.2 — only up to an amount of EUR 100 per claim.

11.6 Exclusion of Strict Liability (§ 536a BGB)
Strict liability for defects existing at the time of contract conclusion (§ 536a BGB) is excluded.

11.7 Backup and Data Loss (Customer Responsibility)
While the Software may include backup functionality (e.g., Borgmatic and related tools), the Customer remains solely responsible for:

testing backup and restore procedures regularly,

maintaining offsite backup copies,

verifying backup integrity and completeness,

ensuring adequate backup storage capacity.

The Licensor shall not be liable for data loss, corruption, or inability to restore data beyond the scope of Sections 11.1–11.4, in particular not in cases where the Customer has not complied with the above obligations.

12. Right to Modify Terms

12.1
The Licensor may modify these GTC to the extent necessary to reflect changes in law, court rulings, regulatory requirements, security requirements, technical developments, or to close gaps that become apparent in practice.

12.2
Changes shall be notified to the Customer in text form at least six (6) weeks before the proposed effective date. The notification shall include the proposed changes and the effective date.

12.3
The changes shall be deemed accepted if the Customer does not object in text form within six (6) weeks after receipt of the notification. The Licensor shall expressly inform the Customer of this consequence.

12.4
If the Customer objects, the contract shall continue under the previous terms. In this case, the Licensor may terminate the contract with three (3) months’ notice.

12.5
Changes to essential contractual obligations (in particular pricing, core performance obligations, or material restrictions of use) shall not be made by this procedure and require explicit agreement.

13. Data Protection / Third-Party and Open Source Components

13.1
The parties shall comply with all applicable data protection laws. For EU/EEA Customers, the GDPR applies.

13.2
If required, the parties shall enter into a Data Processing Agreement pursuant to Art. 28 GDPR.

13.3
The Customer warrants that all data provided complies with applicable law and indemnifies the Licensor from third-party claims arising from unlawful Customer content or Customer misuse.

13.4 Third-Party and Open Source Components
The Software integrates with and may download third-party and open source components including but not limited to Docker, Borg, Borgmatic, Traefik, WordPress, NextCloud, Vaultwarden, and others.
Each component remains subject to its original license (Apache, GPL, MIT, BSD, etc.). The Customer is responsible for compliance with applicable third-party licenses. The Licensor provides no warranty for third-party components beyond what is provided by their respective authors. Updates to third-party components may be outside the Licensor’s control.

14. Refund Policy / Consumer Right of Withdrawal
14.1 Consumers (B2C) – Right of Withdrawal (EU/EEA/UK)

If you are a Consumer and your habitual residence is in the EU/EEA or the United Kingdom, you have a statutory right to withdraw from a distance contract within 14 days without giving any reason.

The withdrawal period is 14 days from the day the contract is concluded.

To exercise the right of withdrawal, you must inform the Licensor (e.g., by email to <support email>) with a clear statement of your decision and include your order number.

If you withdraw, we will reimburse all payments received from you without undue delay and no later than 14 days from the day on which we are informed about your decision.

14.2 Digital Content – Expiry of Withdrawal Right

If the Software is delivered digitally (download/license key) and performance begins immediately, the right of withdrawal expires once:

the Consumer has expressly agreed that performance begins before the withdrawal period ends, and

the Consumer has acknowledged that they thereby lose the right of withdrawal.

This consent and acknowledgment must be obtained during checkout. The Licensor will provide confirmation in a durable medium (e.g., email).

14.3 Additional Refund Policy (B2B and B2C)

In addition to statutory rights, the Licensor may grant refunds within 14 days of purchase if the Software does not materially conform to its documentation and the Licensor’s support team is unable to resolve the issue within a reasonable time.

Refunds require that the Customer:

ceases all use of the Software,

deletes all copies, and

confirms deletion in text form after the refund has been issued.

14.4 Non-Refundable Situations

Refunds are generally not granted for:

buyer’s remorse or accidental purchases,

unsupported environments, third-party modifications/integrations, or customer configuration issues,

misuse or failure to follow documentation,

continued use after a refund request or after a refund has been issued.

15. Confidentiality

15.1
Both parties shall keep confidential all information received under this Agreement that is marked or reasonably identifiable as confidential.

15.2
This obligation continues beyond termination.

15.3
The duty of confidentiality does not apply to information that:

was already known or publicly available before disclosure,

becomes publicly available without breach, or

must be disclosed under legal or regulatory obligations.

16. Force Majeure

Neither party shall be liable for failure to perform due to events beyond its reasonable control, including natural disasters, war, acts of terrorism, labor disputes, or governmental actions. The affected party shall promptly inform the other and resume performance as soon as practicable.

17. Final Provisions (Governing Law, Jurisdiction, Severability)

17.1
Amendments or supplements to this Agreement must be made in writing or in text form unless otherwise required by law. The same applies to any waiver of this requirement.

17.2 Governing Law (Worldwide Sales Clause)
This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
For Consumers: this choice of law shall not deprive Consumers of mandatory protections of the laws of their country of habitual residence where such protections apply.

17.3 Jurisdiction
If the Customer is a Business Customer, the exclusive place of jurisdiction for all disputes shall be Cologne, Germany. The Licensor may also bring an action at the Customer’s principal place of business.
For Consumers, statutory jurisdiction rules apply.

17.4
Should any provision of this Agreement be or become invalid, the remaining provisions shall remain unaffected. The parties shall replace the invalid clause with a legally permissible provision closest to the intended purpose.

Smart In Venture GmbH
Gleueler Str. 245–249
50935 Köln, Germany
Tel.: +49 221 67002150
Fax: +49 221 67002151
Email: info@smartinventure.com

Company Website: www.smartinventure.com

Product Website: www.speedbits.io

CEO: Dr. Martin Weihrauch
Registered: Amtsgericht Köln HRB 109490
VAT ID: DE357398390