General Terms & Conditions

1. Background

1.1 Tekkr GmbH ("Tekkr") offers a web-based software-as-a-service (SaaS) platform ("Software") and associated services ("Services").

1.2 These general terms and conditions (“GTC”) govern the subscription for the Software and the provision of Services to the customer. Software and Services may also be subject to additional offer documents or similar agreements issued by Tekkr (together “Agreement”). Services may be subject to specific supplemental terms that apply to the customer’s subscription, and these supplemental terms form part of the Agreement.

1.3 Deviating terms and conditions of the customer do not apply to the Agreement unless Tekkr expressly agrees to their application in writing.

2. Conclusion of Contract, Trial

2.1 The use of the Software requires creating an account (“Account”). By creating an Account, the customer submits a binding offer to conclude an Agreement for the free use of the Software for trial purposes. Tekkr may accept this offer by sending a notification to the provided email address with the login details for the Account setup. Upon Account activation, Tekkr grants the customer a free right to use the Software for a period of 30 days for trial purposes ("Trial"). The customer is entitled to one Trial. Tekkr may extend the Trial at its sole discretion. After the expiration of the Trial, the customer’s Account will be blocked.

2.2 After expiration of the Trial, the customer may conclude a fee-based Agreement with Tekkr for the Software and/or Services. The customer can choose between different Software plans with varying scopes of additional apps for a predefined maximum number of employees.

2.3 Fee-based Agreements may be concluded by the customer by (a) selecting the Software and Services and adding the required contract information in their Account with Tekkr’s confirmation, or (b) requesting a respective offer in writing or text form from Tekkr and the customer accepting the same.

3. Scope of Software and Services

3.1 Tekkr shall provide the Software and Services during the subscription term of the Agreement. The scope of functionalities for the Software and the description of Services shall be made available to the customer on the Tekkr website or otherwise (e.g., via an individual offer) ("Service Description").

3.2 Certain Software components may be subject to fair use as reasonably determined and communicated by Tekkr (“Fair Use Principle”). Inappropriate or excessive use of the relevant functionality entitles Tekkr, after prior notice, to restrict the customer’s use of the relevant functionality.

3.3 The customer can switch between offered plans of the Software and change the maximum number of employees that can be administered by a plan. Tekkr shall invoice any additional amounts without undue delay or as agreed between the parties. Upgrades take effect from the date the customer makes or confirms the adjustment. Downgrades follow the notice periods outlined in sections 7.2 and 7.3. Refunds are not provided for downgrades.

3.4 Tekkr may temporarily suspend (without liability) the customer's access to any portion of the Software and Services if (a) Tekkr reasonably determines that there is a threat or attack on the Software, or (b) the customer’s use of the Software disrupts or poses a security risk, or (c) the customer has exceeded the Fair Use Principle, or (d) any amount owed by the customer under the Agreement is thirty (30) or more days overdue. Tekkr shall provide notice in advance (where reasonably possible) of any Suspension and updates regarding resumption of Software or Services following any Suspension.

4. Availability

4.1 Tekkr does not guarantee the Software availability. While Tekkr strives to maintain high uptime and performance, interruptions may occur due to various factors beyond our control. Customers are encouraged to implement their own backup and contingency plans to mitigate potential disruptions.

4.2 Tekkr does not guarantee support. Although Tekkr aims to provide timely and effective support, response times and resolutions are not guaranteed. Customers should consider having internal resources to handle urgent issues and rely on Tekkr support as a supplementary measure.

5. Customer Responsibilities

5.1 Major obligations of the customer include, but are not limited to, the following:

5.2 During the Trial, the customer must review the functionalities of the Software and notify Tekkr of any defects or deviations from the Service Description before concluding a fee-based Agreement. The customer cannot claim defects known during the Trial but not reported before concluding a fee-based Agreement.

5.3 The customer is solely responsible for the content and data processed within the Software and must use the Software in accordance with the Agreement and applicable laws, without infringing third-party rights. The customer must inform Tekkr immediately of any misuse or suspected misuse of the Software, data protection or security risks, or risks to the service provided by Tekkr.

5.4 The customer must ensure the following technical requirements:

• Adequate internet connection in terms of bandwidth and latency.
• Use of the latest versions of supported browsers (e.g., Google Chrome, Microsoft Edge, Mozilla Firefox) and permitting functional cookies for optimal usability.
• Implementation of state-of-the-art IT security measures.
• Prohibition of shared accounts and ensuring users do not share login data.
• Secure internet connections, preferably using company-owned VPNs.

5.5 The customer is responsible for the professional setup and administration of the Account, including data migration, configuration, integration setup, verification, and user management, regardless of Tekkr’s support.

6. Grant of Rights

6.1 Tekkr grants the customer a non-exclusive, non-transferable, and time-limited right to use the subscribed Software for the agreed term. Rights to Third-Party Systems and Partner Integrations are governed by the respective provider’s terms.

6.2 The customer undertakes to use the Software only in accordance with the Agreement and not to provide it to third parties. If the Software plan allows, the customer’s usage right extends to affiliates.

6.3 Tekkr may process non-personal or anonymous data to develop and improve functionality and the customer’s experience with the Software. The customer agrees that Tekkr owns all rights to and can use such data for development, diagnostic, security, and marketing purposes.

7. Term and Termination

7.1 The customer can choose a monthly or yearly subscription Agreement. For Services, the Software’s term applies unless stated otherwise.

7.2 For monthly subscriptions, an initial term of one month applies. The Agreement renews monthly until either party terminates with at least 15 days’ notice prior to renewal.

7.3 For annual subscriptions, an initial term of one year applies. The Agreement renews yearly until either party terminates with at least three months’ notice prior to renewal.

7.4 Both parties retain the right to terminate the Agreement for good cause.

7.5 Termination notice must be given in writing. All licenses and rights granted under the Agreement terminate immediately upon termination.

8. Payment Terms

8.1 The customer agrees to pay the fees for the Software and any applicable Services as per the offer or invoice and authorizes Tekkr to conduct direct debits from the designated bank account or credit card. Electronic invoices will be sent to the customer.

8.2 All amounts and fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (“Taxes”). The customer is responsible for payment of all Taxes, excluding taxes based on Tekkr’s net income.

8.3 For monthly subscriptions, the billing period begins on the Agreement commencement date or as otherwise agreed.

8.4 For annual subscriptions, the billing period begins on the Agreement commencement date or as otherwise agreed, with payment due two weeks from the invoice date.

9. Warranty, Claims, and Obligations in Case of Defects

9.1 Sections 9.2, 9.4, 9.6, and 9.7 apply only to paid Software/Services. For free services, Tekkr’s liability for defects is limited to fraudulent intent.

9.2 Tekkr shall provide the Software free from material and legal defects and maintain it in a condition suitable for contractual use during the Agreement term.

9.3 Defects or system disruptions must be reported by the customer without undue delay. The customer will support Tekkr in error identification and correction.

9.4 Tekkr shall remedy defects within a reasonable period. For total failures reported within support hours, Tekkr aims for a four-hour response time. For minor errors, Tekkr aims for a one-day response time.

9.5 Tekkr may provide temporary workarounds and eliminate the actual cause later.

9.6 Strict liability for initial defects is excluded.

9.7 Defect claims expire within 12 months, except for defect claims related to damages for which Tekkr is mandatorily liable.

10. Limitation of Liability

10.1 Tekkr is liable according to statutory provisions for damages resulting from injury to life, body, or health, and for other losses due to intent, gross negligence, or fraudulent intent. For paid services, Tekkr is also liable for damages covered by mandatory statutory provisions, such as guarantees, fraudulent concealment of a defect, or German Product Liability Law. Guarantees by Tekkr are only given in written form.

10.2 In case of slight negligence for paid services, Tekkr is only liable for damages due to breaches of duty that endanger the Agreement's purpose or breaches that enable proper execution of the Agreement. In these cases, Tekkr’s liability is limited to typically predictable damages. Liability for slight negligent breaches not classified as cardinal obligations is excluded unless Tekkr is liable by law.

10.3 For free services, Tekkr is liable only for damages based on intent, gross negligence, or fraudulent intent. This limitation does not apply to damages resulting from injury to life, body, or health.

10.4 The limitations of liability also apply to claims against Tekkr’s executive employees, employees, other agents, or subcontractors.

11. Data Protection and Confidentiality

11.1 Tekkr acts as a processor for the customer data stored and processed in the Software, with the customer as the data controller. 

11.2 “Confidential Information” shall mean any information, no matter whether written or oral, which (i) by its nature is confidential or subject to secrecy or (ii) which the party, whom the information is transmitted to, must have recognized as confidential and a subject to secrecy because of exceptional circumstances. Confidential Information includes, in particular, product descriptions and specifications as well as prices. Each party agrees to the following:

11.2.1 Not to disclose Confidential Information of the respective other party to third parties without express consent (at least in text form).

11.2.2 To undertake to use Confidential Information only for contractually agreed purposes.

11.2.3 To take at least the same precautions as they do in regards to their own Confidential Information. Such precautions shall at least be reasonable to prevent disclosure to unauthorized third parties. In addition both contracting parties are obliged to prevent the unauthorized disclosure or use of Confidential Information by their customers, employees, subcontractors or legal representatives.

11.2.4 To inform each other in text form of any misuse of Confidential Information.

11.3 Confidential Information shall not include information which:

11.3.1 Was known to the other party prior to transmission and without an existing confidentiality agreement,

11.3.2 Is transmitted by a third party not subject to a similar confidentiality agreement,

11.3.3 Is otherwise publicly known,

11.3.4 Was independently developed without using confidential information,

11.3.5 Is released for publication in text form, or

11.3.6 Is required to be transmitted due to a final legally binding court order or authority provided that the party affected by the transmission is informed in time in order to take legal protection actions.

11.4 Neither party shall obtain Confidential Information by means of reverse engineering. “Reverse Engineering” in this context means all actions, including observing, testing, examining and reassembling, with the aim of obtaining Confidential Information.

11.5 The restrictions contained in sections 11.2 to 11.4 will continue to apply until the earlier of the relevant Confidential Information ceasing to be confidential and a period of five years following termination of the Agreement.

12. Amendments

12.1 Tekkr has the right to change these GTC at any time or to amend regulations for the use of any newly introduced additional services or features of the Software or Services. Changes and amendments to these GTC shall be announced to the customer by email to the indicated email address not later than four weeks before the scheduled changes come into force. The customer’s consent to the change of the GTC will be deemed granted if the customer does not object to the amendment in text form within a period of two weeks, beginning with the day following the day of the announcement of the amendment. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement and the outcome of an objection.

12.2 Tekkr reserves the right to modify the Software and/or Services to offer deviating functionalities, unless changes or deviations are not reasonable for the customer. If significant change of the Software supported workflow of the customer and/or limitations in usability of so far generated data go along with the provision of a modified version of the Software or a change of functionality of the Software, Tekkr will announce this to the customer in text form at the latest four weeks before the effective date of such a change. If the customer does not object to the change in text form within a period of two weeks upon receipt of the notification of change, the change shall become part of the contract. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement and the outcome of an objection.

12.3 Tekkr further reserves the right to modify the Software and/or Services to offer deviating functionalities, (i) to the extent necessary to make the services offered by Tekkr compliant to the (case) law applicable to such services, in particular if the legal situation changes; (ii) to the extent Tekkr complies with a court order or authority decision addressed to Tekkr; (iii) to the extent necessary to eliminate security vulnerabilities of the software; (iv) due to significant changes in the services or contractual conditions of third-party providers or subcontracting companies, or (v) to the extent that this is predominantly beneficial for the customer. Tekkr especially reserves the right to restrict or discontinue the provision of additional functionalities or Integrations if the technical partners for these additional functionalities or the providers of the Third-Party Integrations significantly change or limit their services or terms of service and Tekkr can therefore no longer reasonably be expected to continue providing the above, such as if the additional expense due to Tekkr’s involvement would be economically unreasonable. For the case of annual calculation, the customer will receive an appropriate pro rata reimbursement of fees paid in advance, provided that the additional functionality or Integration was invoiced separately.

12.4 Tekkr is entitled to adjust its list prices to compensate personnel cost or other cost increases annually in an appropriate amount. Tekkr will announce these price adjustments and the effective date of the price adjustments to the customer in text form. The price adjustments shall not apply to the periods the customer has already paid for. If the price increase is more than 5% of the previous price, the customer may object to this list price increase within a period of two weeks from notification. A change in the price resulting from a change in the scope of features or the number of employees to be administered shall not be deemed a price adjustment within the meaning of this section 12.4.

12.5 If the customer objects to a change within the meaning of this section 12 in accordance with the relevant notification requirements, the proposed change will not be effective and the Agreement shall continue under the existing terms. In this case Tekkr reserves the right to terminate the Agreement extraordinarily on one month’s notice.

12.6 Except as set out in sections 12.1 to 12.4, any variation to the Agreement shall be agreed by the parties in text form.

13. Final Provisions

13.1 Unless otherwise agreed, any notification or declaration under the Agreement shall be made in writing which includes text form (e.g., email). Amendments to the Agreement shall be made in writing or text form. This shall also apply to the waiver of this form requirement.

13.2 If any provision of the Agreement is invalid, illegal or unenforceable, the other provisions of the Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.3 The Agreement between the parties shall be governed by and construed in accordance with the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for all disputes arising from and/or in connection with the Agreement between Tekkr and the customer is, as far as legally permissible, Berlin.

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