Version / Status: 2026-06-02
§ 1 Scope and Conclusion of Contract
(1) These General Terms of Use (hereinafter “Terms of Use”) apply to all contracts between S.O.S. IT business GmbH, Kirchhellener Ring 74, 46244 Bottrop (hereinafter the “Provider”) and the ordering party (hereinafter the “Customer”) regarding the provision of the cloud software “Organisationstool.de” (hereinafter the “Software”) and any related ancillary services. The version displayed in the online ordering process at the time of order and expressly accepted by the Customer shall be authoritative.
(2) The user agreement (hereinafter the “Contract”) is formed upon completion of the online ordering process by submission of the order together with separate, verifiable consent to these Terms of Use. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall apply only if expressly agreed to in writing; implied consent by the Provider (e.g. through performance of services) is excluded.
(3) Individual agreements (e.g. separate framework agreements, offers, order confirmations) shall take precedence over these Terms of Use insofar as they clearly prevail in the individual case. Otherwise, the legal system of the Federal Republic of Germany within the scope of application of the German Civil Code (BGB) and the German Commercial Code (HGB) shall remain unaffected insofar as permissibly dispositive.
(4) The Software is primarily intended for entrepreneurs within the meaning of Section 14 BGB, legal entities under public law, and special funds under public law. Insofar as consumers within the meaning of Section 13 BGB nevertheless act, the mandatory provisions of consumer protection law shall apply. Detailed information directed at consumers regarding withdrawal and complaint procedures shall – where required – be provided on separate information pages and/or in the ordering process; these Terms of Use do not replace individualized consumer information where mandatorily prescribed by law.
§ 2 Definitions
For the purposes of these Terms of Use, the following terms shall mean:
(1) “User accounts” means personal access credentials created by the Customer within the scope of the licensed number of users, enabling authenticated access to the Software.
(2) “Customer data” means all data, content, files, texts, personal information, and other information that the Customer uploads to the Software, transmits via interfaces, or that arises through user actions within the tenant organization.
(3) “Tenant organization” means the organizational unit of the Customer in the Software for which the license applies and under which user accounts are maintained.
(4) “Third-party providers” means independent providers of infrastructure, communication, payment, AI, or other online services that are not part of the main service provided or that can only be connected via interfaces.
(5) “Personal voice message” (product module) means the function through which authenticated users of the Customer may record audio-based messages, save them as drafts, and transmit them to recipients designated by the Customer via an access link generated by the system, without recipients requiring a user account.
(6) “Authority request” means a written or electronic request, demand, or order from a judicial authority (in particular courts, public prosecutor’s offices in the exercise of their judicial functions) or an executive authority (in particular police, customs, intelligence services, tax authorities with powers under administrative law) or a comparable public-law body seeking disclosure, access to, or cessation of processing of data — as distinct from requests by data subjects under Art. 15–22 GDPR.
§ 3 Subject Matter and Scope of Services
(1) The Provider undertakes to make the Software available to the Customer as a web-based application (Software-as-a-Service) for access via the Internet. Hosting, operation in a data center operated by the Provider or its subcontractors, and provision of updates and security patches within the scope of product maintenance form part of the main service, unless expressly agreed otherwise.
(2) The specific functional scope (modules, capacities, interfaces, limits on number of users and data volume) shall be determined by the product description at the time of order, the selected license package, and any technical requirements displayed in the ordering process. Overviews on marketing pages are non-binding approximations; the parameters displayed at checkout shall be binding.
(3) The Provider reserves the right to further develop the Software, including adding, renaming, or removing functions, provided that the essential contractual purpose (proper digital collaboration within the agreed scope of use) is substantially preserved for the Customer and adjustments are reasonable for the Customer. Duties of moderation and adaptation shall be governed by statutory requirements; a permanent restriction of essential, expressly assured performance features requires prior notice and, where applicable, reduction or adjustment, if continuation is unreasonable for the Customer.
(4) Customizing, individual programming, migrations from legacy systems, professional consulting, process consulting, legal advice, training beyond the scope stated in the service descriptions, and comparable services are not subject to this Contract unless expressly commissioned and remunerated separately.
(5) The Customer shall have no entitlement to source code, technical documentation beyond end-user documentation, implied grant of sublicenses to third parties outside the agreed user group, or permanent suitability of the Software for every conceivable purpose of use.
(6) Demo, test, beta, and evaluation features may be changed, restricted, or discontinued at any time. They are provided “as is,” without assured freedom from errors or suitability.
§ 4 Rights in the Software; License to Use; Prohibited Uses
(1) All rights in the Software, documentation, trademarks, user interface, and other intellectual property shall vest in the Provider or its licensors. Subject to full payment, the Customer shall be granted a simple right of use limited in time to the term of the Contract, non-exclusive, non-sublicensable, non-transferable, and restricted to the agreed group of persons and tenant organization.
(2) The Customer may create user accounts only for its own employees, legal representatives, or persons expressly authorized by it in writing or through an externally documented internal process. “Seat sharing,” joint use of one account by multiple natural persons, or public disclosure of access credentials are prohibited.
(3) The following are prohibited in particular: reverse engineering, decompilation, or disassembly beyond what is mandatorily permitted by law; circumvention of technical protection measures; automated extraction (scraping) without prior written consent; use for dissemination of unlawful, discriminatory, or youth-endangering content; use that intentionally impairs the stability, security, or availability of the infrastructure or of third parties; use of the Software for fraudulent, criminal, or actionable conduct; resale of access to third parties.
(4) The Customer shall ensure that processed customer data and content are free of third-party rights or that it holds the necessary rights of use. The Provider shall not editorially review content in advance unless required by law or unavoidable due to supervision.
§ 5 Interfaces, Third-Party Providers, and Artificial Intelligence
(1) The Software may offer optional interfaces to email services, calendar systems, payment service providers, document storage, communication services, or other online services. The respective provider alone – and, insofar as the Customer is the contractual party there, the Customer – shall be responsible for the availability, accuracy, and data protection of these third-party providers.
(2) Use of external Artificial Intelligence (e.g. via APIs of major cloud providers or specialized providers) is not an essential component of the Contract and is not covered by the monthly software license under this Contract, unless expressly agreed otherwise in a separate written agreement between the parties. Organisationstool.de may provide functions that support structured queries, context transfer, or interface steps; the actual inference or execution takes place via the AI infrastructure selected by the Customer and booked separately with the respective manufacturer under its contractual and data protection terms and conditions of use.
(3) The Customer alone shall be responsible vis-à-vis the respective manufacturer for contract, fees, data processing, data processing agreements, compliance, and rights of use with the respective AI or third-party provider; the Provider assumes no warranty for results, error-free API responses, model availability, or legal permissibility of AI-generated content.
§ 5a Add-on Module “Personal Voice Message”
(1) If the Customer has booked the add-on module “Personal voice message” (Personal Voice) in the ordering process or in the administration interface, the provisions of this section apply in addition to the other Terms of Use. The functional scope and quotas displayed at the time of booking shall be authoritative.
(2) The Customer remains responsible for the substantive and legal permissibility of recorded voice messages and their distribution to recipients. It shall ensure that it has a sufficient legal basis (e.g. recipients’ consent, legitimate interest within existing business relationships subject to unfair competition law, professional duties, and sector-specific requirements). The Provider does not review content in advance.
(3) The Customer shall not use voice messages for unlawful, harassing, discriminatory, deceptive, or anti-competitive purposes, shall not process personal data of third parties without the required legal basis, and shall not create recordings of persons without their required knowledge or consent where legally required.
(4) Recipients generally receive a personalized link without login. The Customer is responsible for secure transmission (e.g. correct address, confidential channels) and for deciding whether the link may be forwarded. The Provider may provide technical safeguards (e.g. expiry, access restrictions); absolute protection against unauthorized access by third parties who obtain the link is not assured.
(5) Audio content is stored on servers in Germany within the agreed package. Retention period, quotas (fair use), deletion upon expiry or manual deletion, and statistics (e.g. access notifications) are defined in the product description. The Customer must inform recipients — where required — about processing and storage duration.
(6) The Provider does not provide legal advice on the permissibility of voice messages in insurance, healthcare, financial, or other regulated sectors. Sector requirements and the Customer’s internal compliance remain the Customer’s responsibility.
§ 6 Fees, Due Date, Invoicing, Default in Payment, Price Changes
(1) Remuneration shall be based on the selected package (net fee plus the applicable statutory value added tax). The Provider’s performance constitutes a continuing obligation; fees shall become due – unless otherwise shown in the ordering process – in advance for the following billing period.
(2) Where SEPA direct debit is agreed in the ordering process, the Customer shall grant the Provider a corresponding direct debit mandate. Returned debits, insufficient funds, or failed payment transactions shall be borne by the Customer; resulting bank and processing fees may be charged back to the Customer insofar as legally permissible.
(3) The Customer shall be in default of payment if, despite due date and invoice, it fails to pay. Statutory default interest and further claims (e.g. termination, suspension) shall remain unaffected. The Provider shall be entitled to temporarily suspend access in the event of persistent default in payment until the outstanding amount is settled; unavailability resulting therefrom shall not give rise to claims for reduction or damages, provided the Provider has announced the suspension appropriately.
(4) Price changes are permissible if objectively justified (e.g. general cost development, inflation, tax or infrastructure-related adjustments) and communicated to the Customer in text form at least six weeks before taking effect. If the fee increases by more than 8 % within twelve months, the Customer may terminate the Contract ordinarily within four weeks of receipt of the notice, effective as of the date the increase takes effect. If it does not do so, the new prices shall be deemed agreed. Termination for cause due to insignificant adjustments is excluded if the adjustment remains within market-customary limits.
(5) Set-off by the Customer with counterclaims is permitted only insofar as the counterclaim has been finally adjudicated, is undisputed, or is acknowledged by the Provider. The Customer shall have a right of retention only for counterclaims arising from the same contractual relationship that bear a reasonable proportion to the main obligation.
§ 7 Customer Cooperation, Security, and Legal Responsibility
(1) The Customer shall keep the access credentials and API keys provided to it confidential, secure them, and change them without undue delay or inform the Provider upon suspicion of misuse. The Customer shall implement technical and organizational measures that are appropriate in view of the state of the art (password policies, two-factor authentication where offered, user training).
(2) The Customer alone shall be responsible for the substantive and legal permissibility of the data it processes (including retention obligations of a professional or regulatory nature, consents, authorization concepts). The Provider shall not advise the Customer on individual cases of data processing unless a separate consulting agreement exists.
(3) The Customer shall inform its users of a privacy policy appropriate to the purpose of using the Software and – where required – of the involvement of the Provider’s subprocessors pursuant to Art. 28 GDPR.
(4) The Customer shall indemnify the Provider against all third-party claims arising from unlawful acts of the Customer, its users, or content posted by it, including reasonable costs of legal defense, unless the Provider caused the damage intentionally or through gross negligence or breached higher-ranking duties.
§ 8 Operation, Availability, Maintenance, and Support
(1) The Provider shall endeavor to operate the Software with as few interruptions as possible within a professional cloud environment. However, no specific availability percentage and no uninterrupted accessibility are assured. Temporary impairments due to Internet disruptions, provider outages, cyberattacks, maintenance work, or force majeure lie outside the reasonable risk of the Provider, insofar as it fulfills its duties of damage prevention and restoration.
(2) Planned maintenance shall – where possible and with reasonable effort – be announced in advance and scheduled so that the Customer’s reasonable economic operation is not unreasonably impaired; total avoidance of downtime is not technically guaranteed.
(3) Support services (channels, response times, languages) shall be determined by the product information communicated at the time of order or separate service level agreements. An entitlement to telephone support around the clock exists only if expressly agreed.
§ 9 Warranty
(1) The Provider warrants that the Software, when used properly and in compliance with the technical requirements communicated by the Provider, substantially conforms to the quality agreed in the Contract and that the Customer may use it in accordance with recognized technical rules as customary under the Contract.
(2) No warranty shall exist for defects attributable to improper operation, improper configuration by the Customer, disruptions in the Customer’s hardware or software environment, data imports without prior validation, or mandatory interface problems with third-party providers.
(3) Claims for warranty are further excluded for deviations that are of only minor economic significance to the Customer, as well as for functions marked as “experimental,” “beta,” or comparable.
(4) Limitation periods for warranty and damage claims shall be governed by the applicable statutory provisions; no shortening in favor of the Provider contrary to mandatory law shall take place.
§ 10 Liability
(1) The Provider shall be liable without limitation – insofar as not excluded by law – for intent and gross negligence, for fraud, for injury to life, body, or health, and in accordance with the German Product Liability Act.
(2) In cases of simple negligence, the Provider shall be liable only for breach of an essential contractual obligation, i.e. an obligation whose fulfillment enables proper performance of the Contract in the first place and whose observance the Customer may rely upon. In such case, liability shall be limited to the typical, foreseeable damage under the Contract and further limited to the sum of the net fees paid by the Customer in the twelve-month period preceding the damaging event, but in no event exceeding the amount extrapolated over twelve months of the monthly package price valid at the time of occurrence.
(3) For simple negligence in breach of non-essential obligations, the Provider shall not be liable.
(4) Indirect damage and consequential damage, in particular lost profit, unrealized savings, business interruption, data loss (insofar as avoidable through reasonable data backup by the Customer), reputational damage, and third-party claims are excluded insofar as legally permissible.
(5) The above limitations of liability shall apply correspondingly in favor of the legal representatives, senior employees, and other vicarious agents of the Provider.
§ 11 Data Protection and Data Processing
(1) Processing of personal data by the Provider as processor shall take place in accordance with the privacy policy valid at the time of use and – where required – a separate data processing agreement pursuant to Art. 28 GDPR. The Customer shall issue instructions within the scope of the contractually intended use of the Software; special instructions outside the product concept require separate agreement.
(2) International data transfers shall take place only in compliance with the requirements of the GDPR and current case law (e.g. adequacy decisions, standard contractual clauses). The Customer shall inform itself about subprocessors via the lists provided.
(3) Data subject rights (Art. 15–22 GDPR): Requests from data subjects relating to data for which the Customer is the controller shall be handled by the Customer. The Provider supports as processor within the scope of the data processing agreement and technical capabilities (e.g. access, rectification, erasure, restriction). Public data subject requests may be submitted via the procedure provided by the Provider; allocation to tenant organizations is based on substantive criteria.
(4) Judicial and executive requests for information: If the Provider receives a request, order, or directive from a court, law enforcement, police, customs, supervisory, or other authority seeking access to or disclosure of data, it shall review this with regard to law, proportionality, and any applicable professional or privilege rules. The Provider will disclose data or take measures only where legally obliged (e.g. binding order, mandatory statutory disclosure) and — insofar as permissible — inform the Customer in advance or give it an opportunity to comment.
(5) Where the requested data clearly falls under the Customer’s responsibility as controller for specific customer data or voice message content, the Provider shall — insofar as legally permissible — refer the authority to the Customer or cooperate only after consulting the Customer, unless immediate disclosure is required by law or binding court decision.
(6) The Customer shall promptly inform the Provider if it becomes aware of authority requests affecting processing by the Provider or the infrastructure of the “Personal voice message” add-on module and shall provide the documents required for review upon request (copy of the request, file reference, authority contact).
(7) The Provider documents incoming authority requests and material processing steps in an internal register where required for accountability. Voluntary disclosure of data to authorities without a legal basis does not take place.
§ 12 Data Storage, Backup, Export, and Deletion upon Termination
(1) Sovereignty over customer data shall remain with the Customer. The Provider shall process it only for performance of the Contract and upon instruction within the scope of product functions.
(2) The Customer is obliged to ensure on its own responsibility appropriate backup copies of its business-critical data and to regularly secure exportable data insofar as the Software provides export functions. There is no entitlement to restoration of individual deleted data records over an unlimited period; any retention policies shall be described in the product or in technical documentation.
(3) After termination of the Contract, the Provider may delete or anonymize customer data after a reasonable transition period, unless statutory retention obligations or legitimate claims oppose this. Upon request by the Customer, a structured export shall be offered – insofar as technically and economically reasonable; separate fees may apply if extraordinary effort arises.
§ 13 Confidentiality and Protection of Trade Secrets
(1) Both parties shall keep confidential information of the respective other party that is marked as confidential or whose confidentiality arises from the circumstances, and shall use it only for performance of the Contract.
(2) This shall not apply to information that became public without fault of the receiving party, that was already lawfully in the recipient’s possession, or that must be disclosed by reason of statutory or official order.
§ 14 Copyright and Related Rights
(1) All proprietary rights in the Software shall remain with the Provider. The Customer shall acquire no further rights than those stated in Section 4.
(2) If the Customer provides suggestions, feedback, or improvement proposals, it grants the Provider an unrestricted, royalty-free right of use in such suggestions, without giving rise to any entitlement to remuneration or co-authorship, unless expressly agreed otherwise in writing.
§ 15 Term and Termination
(1) Contract term, minimum commitment, billing period, and notice periods shall be determined by the parameters displayed in the online ordering process and confirmed by the Customer. If no express provision is stated there, the contractual relationship shall be for an indefinite term with monthly billing; ordinary termination shall be permitted with one month’s notice to the end of a calendar month.
(2) The right to extraordinary termination for cause pursuant to Section 314 BGB shall remain unaffected. Cause shall exist for the Provider in particular in the event of repeated or serious breach of duties under Sections 4 and 7, default in payment of more than two months after reminder, or compromising security incidents on the Customer’s side that make continued access unreasonable.
(3) Terminations require text form (Section 126b BGB) for evidentiary purposes, unless a stricter form is prescribed by law.
§ 16 Insolvency and Continuation of Access
Insofar as statutory insolvency or restructuring regimes apply, the statutory provisions on continuation or termination of continuing obligations shall remain unaffected. The Provider shall be entitled to regulate access in accordance with the German Insolvency Code.
§ 17 Assignment and Transfer
(1) The Customer may not assign or transfer rights and obligations under this Contract without the Provider’s prior written consent; Section 354a HGB shall remain unaffected.
(2) The Provider may transfer the Contract to an affiliated company or legal successor in connection with corporate sales or restructurings, provided the Customer is informed thereof and its position is not adversely affected.
§ 18 Dispute Resolution, Applicable Law, Place of Jurisdiction
(1) Disputes arising from or in connection with this Contract shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory consumer protection law at the habitual residence of a consumer in the European Union shall remain unaffected, insofar as applicable.
(2) If the Customer is a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes shall be the registered office of the Provider (Bottrop). The same shall apply if the Customer has no general place of jurisdiction in Germany or if residence or habitual abode is unknown at the time the action is filed.
(3) The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr/. The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board, unless it has declared otherwise separately.
§ 19 Amendments to these Terms of Use
(1) The Provider may amend these Terms of Use with reasonable prior notice (at least six weeks before taking effect) if objective reasons exist (changes in law, force majeure, further development of the Software, adjustment of market conditions) and the Customer is not unreasonably disadvantaged.
(2) The amendment shall be communicated to the Customer in text form. If the Customer does not object within six weeks of receipt and the objection is not expressly made by a clear declaration, the amended terms shall be deemed accepted, provided the Customer was expressly informed of this legal consequence in the notice. Upon request by the Customer, the contractual relationship shall be terminated ordinarily at the time the amendments take effect.
§ 20 Final Provisions
(1) Should individual provisions of these Terms of Use be or become invalid, the validity of the remaining provisions shall remain unaffected. Invalid provisions shall be replaced by the statutory rule; insofar as this leads to an unacceptable result, the parties shall agree on an effective substitute provision that comes as close as possible to the economic purpose of the invalid provision.
(2) Side agreements and amendments require text form to be effective, unless a stricter form is required by law.
(3) The language of the Contract is German; any translations serve informational purposes only.