Terms and Conditions

(1) The provider of the services described below is Colly Solutions GmbH i. G. (in formation), Wassergasse 12 B, 61200 Wölfersheim, Germany (the "Provider" or "we"). The company is in the process of formation and is represented by its managing directors until its entry in the commercial register.

(2) These General Terms and Conditions (the "Terms") apply to all contracts for the provision and use of the cloud-based Software-as-a-Service application "Colly.io" (the "Application" or "Software") and the related services between the Provider and its customers.

(3) The offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are excluded. By entering into the contract, the customer confirms that it is acting in the exercise of its commercial or independent professional activity.

(4) These Terms apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer do not become part of the contract unless we have expressly agreed to their application in text form. This also applies if we render the service without reservation while aware of such terms.

(5) Individual agreements made with the customer in a specific case (including collateral agreements, supplements and amendments) always take precedence over these Terms.

Definitions

• "Application"/"Software": the Colly.io fulfillment and multichannel order management platform provided by the Provider as Software-as-a-Service.
• "Customer Data": all data and content that the customer or its users enter into, generate within, or import into the Application via interfaces.
• "Users": the natural persons authorized by the customer to use the Application under the contract.
• "Service Description": the description of the functional and service scope of the booked plan valid at the time the contract is concluded, available on the Provider’s website.

(1) The subject matter of the contract is the provision of the Application for use via the internet (Software as a Service) for the term of the contract, together with the provision of storage space for the Customer Data on the Provider’s systems. The Software is not transferred permanently or on a data carrier.

(2) The specific functional and service scope results from the plan booked by the customer and the applicable Service Description. The Application serves in particular to consolidate, manage and automate orders from multiple sales channels, to manage warehouses and inventory, to handle shipping and returns, and to prepare accounting processes.

(3) The Provider continuously develops the Application further and provides updates, enhancements and new functions within the SaaS model at no additional charge, insofar as they form part of the agreed scope of services. There is no entitlement to specific future functions.

(4) The Application enables connection to third-party systems (e.g. marketplaces, shop systems, shipping providers, payment and accounting systems). The availability, functional scope and conditions of these third-party systems and their interfaces are outside the Provider’s control. The Provider does not owe the continued existence or uninterrupted functionality of such interfaces; restrictions or discontinuation by the respective third party do not constitute a defect of the Application.

(5) Consulting, training, setup or custom development services are not part of the standard contract and require a separate agreement.

(1) Use of the Application requires registration and the setup of a customer account. The customer is obliged to provide the information requested during registration truthfully and completely and to keep it up to date.

(2) The presentation of the Application and plans on the website does not constitute a binding offer. By submitting the registration or booking a paid plan, the customer makes a binding offer to conclude a usage contract. The contract is concluded upon activation of access or confirmation by the Provider.

(3) The natural person carrying out the registration warrants that it is authorized to conclude the contract on behalf of the customer.

(4) The customer is responsible for all activities carried out under its account. The customer must keep its access credentials confidential and protect them against access by third parties. Any suspected misuse of the credentials must be reported to the Provider without undue delay.

(1) The Provider may make the Application available in whole or in part free of charge for a limited period as a trial. The scope and duration of the trial result from the respective information provided at registration.

(2) During the trial, these Terms apply accordingly, with the exception of the provisions on remuneration. There is no entitlement to availability, specific functions or data retention during the trial; liability for services provided free of charge is limited to intent and gross negligence.

(3) If the trial does not convert into a paid plan, access ends automatically upon expiry of the trial period. The Provider is entitled to delete the trial account and the data stored therein after a reasonable period. The customer is advised to export any required data before the end of the trial.

(1) The Provider makes the current version of the Application available on its servers. The point of handover for the service is the exit of the data center used by the Provider (router exit). The Provider is not responsible for the connection between this handover point and the customer’s systems.

(2) The Provider endeavors to provide the Application with the highest possible availability and operates it with reasonable care in accordance with the current state of the art. However, for technical reasons, uninterrupted or error-free availability at all times cannot be guaranteed. Periods of scheduled maintenance, periods of force majeure and disruptions outside the Provider’s area of responsibility (in particular failures of third-party systems, telecommunications networks or the customer’s infrastructure) do not constitute an impairment of the owed service.

(3) The Provider announces scheduled maintenance with reasonable notice and, where possible, carries it out during low-usage periods. To avert acute risks to the security or functionality of the systems (in particular security updates), the Provider may carry out maintenance measures without prior notice.

(4) The customer is responsible for the hardware and software required to use the Application, the operational readiness of its systems and internet access. The Application is used via a current, JavaScript-enabled web browser (the two most recent major versions of Chrome, Firefox, Edge or Safari).

(1) For the term of the contract, the Provider grants the customer the non-exclusive, non-transferable and non-sublicensable right to use the Application within the framework of these Terms and the booked plan for its own business purposes.

(2) Use is limited to the customer and its authorized users. The customer is not entitled to make the Application available for use by third parties for a fee or free of charge, to sublet, sublicense it or make it accessible beyond the contractually agreed scope.

(3) The customer may not reproduce, modify or alter the Application beyond the contractually granted scope. Decompilation or other reverse engineering is only permitted within the limits of § 69e of the German Copyright Act (UrhG).

(4) The use of application programming interfaces (APIs) is only permitted within the respectively documented and reasonable usage limits. The customer refrains from actions that are likely to excessively burden or impair the systems of the Provider or other users (in particular automated bulk extraction outside the intended interfaces).

(5) All rights to the Application, in particular copyrights, trademarks and other intellectual property rights, remain with the Provider or its licensors.

(1) The customer keeps its access credentials confidential and ensures that its users also treat them as confidential and comply with these Terms.

(2) The customer is solely responsible for the Customer Data it enters and for its lawful processing. The customer ensures that it is entitled to use and process the data and that the required consents and legal bases exist. The customer does not upload any content that violates applicable law, the rights of third parties or public morality (in particular no unlawful, offensive, discriminatory, violence-glorifying or youth-endangering content).

(3) The customer refrains from any misuse of the Application, in particular the introduction of malware, the spying out of data, unauthorized access and measures that disrupt the operation of the Application.

(4) The customer is required to regularly review the data it generates or stores in the Application and to back it up on its own responsibility using the provided export function. The customer is itself responsible for compliance with statutory retention and documentation obligations (in particular under commercial and tax law).

(5) The customer cooperates in remedying disruptions to a reasonable extent, in particular by providing comprehensible error reports.

(1) The prices of the plan booked by the customer apply in accordance with the Provider’s price list valid at the time the contract is concluded. The current price list published on the Provider’s website is authoritative; the Provider may adjust it at any time for future contracts. All prices are net plus the applicable statutory value added tax.

(2) The customer may choose between monthly and annual billing, insofar as the respective plan provides for this. Unless otherwise agreed, the remuneration is payable in advance for the respective billing period. Invoices are provided to the customer electronically (e.g. by email or in the customer account).

(3) Payment is made via the payment methods offered during the booking process, in particular SEPA direct debit or credit card, where applicable involving a payment service provider. The customer ensures sufficient funds.

(4) If the customer defaults on payment, the Provider is entitled to charge statutory default interest. In the event of significant payment default, the Provider may, after prior notice and a reasonable period, suspend access to the Application until the outstanding amounts have been settled. The suspension does not affect the payment obligation for the agreed term.

(5) The customer may only offset against undisputed or legally established claims. It may only assert a right of retention on account of claims arising from the same contractual relationship.

(6) The Provider is entitled to adjust prices with a notice period of at least six weeks in text form. If the Provider increases prices, the customer has a special right of termination effective as of the date the price change takes effect. The Provider will inform the customer of this in the announcement.

(1) The contract begins upon its conclusion and is entered into for the minimum term specified in the booked plan (e.g. monthly or annually).

(2) The contract is extended by a further period corresponding to the minimum term unless terminated by one of the parties with 30 days’ notice to the end of the current period. For plans with a monthly term, the customer may terminate at the end of the respective billing month.

(3) Termination requires at least text form (e.g. email or the termination function in the customer account).

(4) The right to extraordinary termination for good cause remains unaffected for both parties. Good cause for the Provider exists in particular if the customer defaults on payment of fees for two consecutive billing periods or materially breaches essential obligations under this contract and fails to remedy the breach within a reasonable period despite a warning.

(5) Upon the termination taking effect, the customer’s right of use ends; the Provider is entitled to suspend access.

(1) The parties comply with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

(2) Insofar as the Provider processes personal data on behalf of the customer in the course of providing the services, the customer is the controller and the Provider is the processor within the meaning of data protection law. For this purpose, the parties conclude a data processing agreement pursuant to Art. 28 GDPR (the "DPA"). The DPA is provided upon conclusion of the contract or is available from the Provider and takes precedence over these Terms in the event of a conflict regarding data processing.

(3) The Provider is entitled to engage subcontractors (sub-processors) to provide the services. The details, in particular information on the engagement and change of sub-processors as well as any right of objection of the customer, are governed by the DPA.

(4) The processing of personal data generally takes place within the European Union or the European Economic Area. Processing in third countries only takes place in compliance with the requirements of Art. 44 et seq. GDPR.

(5) Information on the processing of personal data by the Provider for its own purposes (e.g. in the context of contract initiation and performance) is contained in the Provider’s privacy policy.

(1) The Provider takes appropriate technical and organizational measures to protect the Customer Data against loss, unauthorized access and misuse, and regularly creates backup copies of the data stored in the Application.

(2) The backups performed by the Provider do not release the customer from its obligation to regularly back up its data on its own responsibility using the provided export function.

(3) After termination of the contract, the Provider makes the Customer Data available to the customer for export for a period of 30 days, unless statutory obligations preclude this. After expiry of this period, the Provider is entitled and—subject to statutory retention obligations or those regulated in the DPA—obliged to delete the Customer Data.

(1) The Application is provided in accordance with the principles of tenancy law. The Provider warrants that the Application substantially corresponds to the applicable Service Description during the term of the contract and is suitable for contractual use.

(2) An insignificant reduction in the suitability of the Application is disregarded. In particular, short-term disruptions that are immaterial to operations do not constitute a defect.

(3) The Provider’s strict (no-fault) liability for defects that already existed at the time the contract was concluded (§ 536a para. 1 alt. 1 BGB) is excluded. The provisions in § 13 (Liability) remain unaffected.

(4) The customer reports defects without undue delay in a comprehensible form and supports the Provider to a reasonable extent in narrowing down and remedying them.

(1) The Provider is liable without limitation for damages resulting from injury to life, body or health, for intent and gross negligence, within the scope of a guarantee assumed, and under the Product Liability Act.

(2) In the event of slightly negligent breach of essential contractual obligations (obligations whose fulfillment is essential to the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely—cardinal obligations), the Provider’s liability is limited to the foreseeable damage typical for the contract at the time it was concluded.

(3) In all other respects, the Provider’s liability for damages caused by slight negligence is excluded.

(4) For the loss of data, the Provider is liable in accordance with the above principles only to the extent that would have been necessary to restore the data even with proper and regular data backup by the customer. This limitation does not apply insofar as the Provider was expressly obliged to back up the data.

(5) Insofar as the Provider’s liability is limited or excluded under the above paragraphs, this also applies to the personal liability of the Provider’s legal representatives, employees and vicarious agents.

(1) The Provider is released from its performance obligation as long as and to the extent that non-performance is due to an event of force majeure. Force majeure means events beyond the Provider’s control that it could not avert even by exercising reasonable care, in particular natural disasters, fire, floods, war, terrorist attacks, strikes and lockouts, epidemics and pandemics, official measures as well as large-scale failures of power, telecommunications or internet infrastructure for which the Provider is not responsible.

(2) The Provider will inform the customer without undue delay of the occurrence and the expected duration of an event of force majeure. If the event lasts longer than six weeks, each party is entitled to terminate the contract extraordinarily.

(1) The Provider is entitled to adapt, further develop and change the Application and the scope of services, provided this is reasonable for the customer and does not materially impair the contractually agreed main purpose. Insignificant changes (e.g. to the graphical design, the arrangement of functions or of a purely technical nature) as well as changes to comply with legal or regulatory requirements and to remedy security vulnerabilities may be made by the Provider at any time.

(2) The Provider is entitled to amend these Terms with effect for the future, provided the amendment is reasonable for the customer taking into account the Provider’s interests. The Provider will notify the customer of the amended Terms in text form at least six weeks before the planned entry into force, marking the amended provisions.

(3) If the customer does not object to the amended Terms in text form within six weeks of receipt of the notification, the amendments are deemed approved. The Provider will separately point out the significance of silence and the objection period in the notification. If the customer objects in time, each party is entitled to terminate the contract as of the planned entry into force of the amendment; until then, the previous terms continue to apply.

(1) The parties undertake to keep confidential all information of the other party that is marked as confidential or is evidently confidential by its nature and not to use it for purposes unrelated to the contract. The Provider treats the Customer Data as confidential.

(2) Excluded from confidentiality is information that was already known to the receiving party before disclosure, that is or becomes generally known without fault of the receiving party, or that must be disclosed due to a statutory obligation or an official or court order.

(3) The confidentiality obligations continue to apply after termination of the contract.

The customer indemnifies the Provider on first demand against all third-party claims asserted against the Provider due to unlawful use of the Application by the customer or its users or on account of the Customer Data entered by the customer. In this case, the customer also assumes the reasonable costs of the Provider’s necessary legal defense. Further claims for damages by the Provider remain unaffected.

The Provider is entitled to name the customer as a reference customer on its website and in advertising materials, stating the name and, if provided, the company logo. The customer may object to this use at any time with effect for the future in text form.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider’s registered office, provided the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. The Provider is also entitled to bring an action at the customer’s general place of jurisdiction.

(3) Amendments and supplements to this contract require at least text form. This also applies to the cancellation or amendment of this form requirement. There are no oral collateral agreements.

(4) The customer may only transfer rights and obligations under this contract to third parties with the prior consent of the Provider in text form.

(5) Should individual provisions of these Terms be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The statutory provision applies in place of the invalid or unenforceable provision.

(6) The German version of these Terms is authoritative. Translations serve solely for comprehension; in the event of contradictions, the German version prevails.