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§ 1 Preamble

1.1 These General Terms and Conditions (hereinafter referred to as “Terms and Conditions”) establish the comprehensive contractual relationship between Fleksa GmbH (referred to as “Fleksa”) and its customers for all contracts agreed upon through various mediums, including paper, digital platforms, our website, and app.

1.2 Fleksa’s services are specifically designed for business purposes and are intended for use by entrepreneurs, as defined by § 14 of the German Civil Code (BGB). By entering into a contract with Fleksa, the customer confirms their status as an entrepreneur and acknowledges that the services provided are not intended for consumer use, as defined by § 13 BGB.

§ 2 Definitions

2.1 “Services” refer to the Software as a Service (SaaS) provided by Fleksa, which encompasses a comprehensive range of features, including but not limited to:

  • TSE-compliant cash register system
  • QR-Order-&-Pay-System
  • Custom App & Webshop
  • Proprietary Ordering System
  • Proprietary Reservation System
  • Restaurant Management Portal

2.2 “Agreement” refers to the contractual agreement between Fleksa and the customer, regardless of whether it is executed in written form, electronically, or through our website or mobile application.

§ 3 Subject of the Agreement

3.1 Fleksa offers the customer internet-based software for use, commonly known as Software as a Service (SaaS), as specified in the Agreement.

3.2 The Agreement may include additional services and offerings provided by Fleksa.

3.3 While Fleksa assists in facilitating online orders, reservations, and enhancing brand awareness, it does not provide any guarantees regarding specific outcomes or results arising from the use of the Services.

§ 4 Customer Obligations and Responsibilities

4.1 Customers who opt for the flexible (Commission) plan, which charges based on the value of each order or the number of reserved seats, or any other applicable metric, are obligated to ensure that Fleksa products remain active and functional throughout their restaurant’s operating hours. Failure to fulfill this requirement will result in the customer being invoiced fees in accordance with the monthly fixed fee plan.

4.2 If a customer deliberately violates the terms of the agreement or disrupts Fleksa’s services while concurrently utilizing alternative service providers to continue their business operations, they will be held accountable for compensating Fleksa for the value of customer orders as if the services were provided by Fleksa.

4.3 The customer is solely responsible for managing their own accounting and billing processes, including but not limited to invoicing, tax compliance, and financial record-keeping. Fleksa does not assume any responsibility for the customer’s accounting and billing obligations.

4.4 The customer acknowledges and agrees to maintain the confidentiality of their login credentials, refraining from sharing them with any third parties. Additionally, the customer is responsible for regularly updating and changing their credentials for enhanced security. It is the customer’s obligation to ensure that all information provided to Fleksa is accurate and current, and they must promptly update such information whenever necessary.

4.5 The customer is solely responsible for ensuring a reliable internet connection to use the services and for maintaining the proper functionality of the required hardware and software environment, as specified in the respective service description.

§ 5 Rights of Use

5.1 Fleksa grants the customer a non-exclusive, non-transferable, non-sublicensable, time-limited right to access and use the Services for their own business purposes, in accordance with the terms of this Agreement.

5.2 The customer acknowledges and agrees to use the Services in full compliance with all applicable laws and regulations, as well as any specific usage rules that may be communicated or posted on the Services.

§ 6 Remuneration and Payment Terms

6.1 The remuneration stated in the Agreement and any additional costs are net prices and are subject to applicable taxes and levies as per the statutory requirements.

6.2 The fee structure for the flexible (Commission) plan will be outlined in the Agreement and may be subject to change at Fleksa’s discretion.

6.3 Invoices are to be settled within 10 days of receipt. In the event of late payment, Fleksa reserves the right to apply the statutory interest rate for late payments, as defined in § 288 BGB.

6.4 Payment can be made through Fleksa’s automatic payment system, which deducts fees directly from the customer’s payable balance, or via SEPA Direct Debit as agreed upon in the Agreement.

§ 7 Default

7.1 In the event of substantial payment arrears, Fleksa reserves the right to suspend the Services at the customer’s expense. However, the customer remains obligated to pay the monthly fee during the suspension period.

7.2 If the customer fails to make payment for a period exceeding two months, Fleksa may terminate the contractual relationship for justifiable reasons. Fleksa also retains the right to engage the services of a third-party collection agency to recover the outstanding payment. The customer acknowledges that persistent failure to fulfill payment obligations may have adverse effects on their credit rating.

§ 8 Liability

8.1 Fleksa shall be held liable without limitation for any direct damages resulting from intentional or grossly negligent behavior.

8.2 Fleksa shall not be held liable for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenues, business opportunities, or data, except in cases of intentional misconduct or gross negligence.

§ 9 Availability and Guarantee

9.1 Fleksa guarantees a server availability of 98% on an annual average. This same level of availability also applies to the Services provided by Fleksa.

§ 10 Claims Involving Third Parties

10.1 The customer agrees to indemnify Fleksa from all claims brought by third parties against Fleksa arising from the customer’s use of the Services.

§ 11 Force Majeure

11.1 Fleksa shall not be held liable for any events of force majeure that substantially hinder Fleksa’s ability to fulfill its contractual obligations, temporarily render it impossible, or make proper contract fulfillment impracticable.

§ 12 Amendments to the Terms

12.1 Fleksa reserves the right to modify these Terms periodically. The most up-to-date version of the Terms shall supersede all previous versions. Fleksa advises the customer to review the Terms regularly to remain informed about any updates.

§ 13 Term and Termination

13.1 This Agreement shall come into effect on the Effective Date and remain in force for an initial term of 24 months unless terminated earlier as per the provisions of this Agreement. Upon expiration of the initial term, this Agreement will automatically renew for subsequent one-year terms, unless either party provides written notice of non-renewal to the other party at least three months prior to the end of the current term.

§ 14 Governing Law and Jurisdiction

14.1 This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

14.2 The parties hereby agree to submit to the exclusive jurisdiction of the courts located in Frankfurt am Main, Germany, for the resolution of any disputes arising from or related to this Agreement.