General Terms and Conditions (GTC) for the Use of the Fairoo Platform

1. Subject Matter of the Agreement

1.1 The Provider makes the Software-as-a-Service (SaaS) platform Fairoo available to the Customer. The platform enables the Customer to create individual digital booking forms for various events. These forms can be used for exhibitors, speakers, or other participants. The Customer can manage booking requests, confirm or decline participants, and collect further event-specific information. In addition, participants receive access to their own exhibitor/participant portal, through which they can obtain further information and upload data. The services may be provided to the Customer either as an ongoing SaaS solution by subscription or as a one-off project (e.g., proof of concept, pilot project). The nature and scope of provision are set out in the respective offer.

1.2 The platform is provided to the Customer as a web-based tool via the subdomain app.fairoo.de. Access is via a personalized login for the Customer.

2. Usage Rights

2.1 The Provider grants the Customer a simple, non-transferable, non-sublicensable, and non-exclusive right to use the SaaS platform for the duration of this Agreement.

2.2 The Customer may use the platform exclusively for its own business purposes. Passing on or use by third parties outside the company is not permitted without the Provider's prior written consent.

2.3 The Customer may not copy or modify the platform, or attempt to extract its source code. Statutory exceptions remain unaffected.

2.4 All rights to the platform, including intellectual property rights, remain with the Provider.

3. Scope of Services

3.1 The Provider makes the platform available with an average annual availability of 99.5%. Availability refers to access to the platform; excluded are periods of scheduled maintenance as well as outages beyond the Provider's control (e.g., force majeure, failures of third-party providers).

3.2 The Provider provides email support as well as telephone support (Mon-Fri, 9 a.m.-5 p.m., excluding public holidays). The Provider undertakes to respond to support requests within 24 hours.

4. Fees

4.1 Fees are governed by the respective offer. For ongoing SaaS provision, the Customer pays an annual fee in accordance with the Provider's then-current price list, plus statutory VAT. For project-based services (e.g., proof of concept), the fixed fee agreed in the offer applies, plus statutory VAT.

4.2 For ongoing SaaS agreements, payment is made annually in advance. For project-based services, payment is made in accordance with the payment terms set out in the offer. Invoices are due within 14 days of receipt without deduction. Payments are made by bank transfer to the account specified by the Provider.

4.3 If the Customer defaults on payment, the Provider reserves the right, after prior notice, to suspend access to the platform or to terminate the Agreement.

4.4 For ongoing SaaS agreements, the Provider reserves the right to adjust prices after expiry of the minimum contract term, with 120 days' notice. A price adjustment will only be made within a reasonable scope, taking into account cost increases (e.g., hosting, support) or expansions of the scope of services. The Customer will be informed of any price change. Should the Customer object to the price change, it has the right to terminate the Agreement with 30 days' notice, effective as of the date the price adjustment takes effect.

5. Customer's Obligations

5.1 The Customer is responsible for the accuracy, completeness, and currency of the data entered into the platform.

5.2 The Customer undertakes to keep access credentials confidential and not to make them accessible to third parties. In case of suspected misuse, the Provider must be informed without delay.

5.3 The Customer ensures that all content distributed via the platform does not infringe the rights of third parties or violate applicable law. The Customer indemnifies the Provider against all third-party claims arising from a rights infringement caused by content provided by the Customer.

5.4 The Customer undertakes not to use the platform for unlawful or abusive purposes and to inform the Provider without delay of any disruptions or security issues.

6. Data Protection

6.1 The Provider processes participants' personal data exclusively on behalf of the Customer and only within the scope of the contractually agreed purposes. The parties shall enter into a separate data processing agreement (DPA) pursuant to Art. 28 GDPR for this purpose.

6.2 The Provider ensures that all data is protected in accordance with applicable data protection laws. This includes technical and organizational measures to ensure the confidentiality, integrity, and availability of the data.

6.3 As controller within the meaning of the GDPR, the Customer is obligated to ensure that the processing of personal data complies with applicable data protection provisions. In particular, the Customer bears responsibility for the lawful collection, processing, and use of participants' personal data.

6.4 Further details on data processing are set out in the Privacy Policy and the DPA.

7. Liability

7.1 The Provider is liable without limitation for intent and gross negligence.

7.2 In cases of slight negligence, the Provider is liable only for the breach of material contractual obligations (cardinal obligations), and then limited to the foreseeable damage typical for this type of contract.

7.3 In the cases referred to in Section 7.2, liability is limited to the amount of the fees paid during the 18 months preceding the event giving rise to the damage.

7.4 Liability for data loss is limited to the effort required to restore the data from backups regularly created by the Provider.

7.5 Liability for loss of profit, indirect damages, and consequential damages is excluded, except in the cases referred to in Section 7.1.

7.6 The Provider maintains commercial general liability insurance with coverage customary in the industry for personal injury, property damage, and financial loss.

7.7 Otherwise, liability is excluded to the extent permitted by law.

8. Term and Termination

8.1 The type and term of the Agreement are set out in the respective offer.

8.2 For ongoing SaaS agreements, a minimum term of 12 months applies. After expiry of the minimum term, the Agreement automatically renews for successive periods of 12 months unless terminated in writing by either party with one (1) month's notice to the end of the contract term.

8.3 For project-based services, the Agreement ends upon acceptance or completion of the scope of services defined in the offer, without notice of termination being required.

8.4 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if one party materially breaches its contractual obligations and fails to remedy the breach within a reasonable period despite a written warning.

8.5 In the event of extraordinary termination, the Customer is not entitled to a refund of fees already paid. For project-based services, services already rendered are to be remunerated on a pro-rata basis.

9. Confidentiality

9.1 Both parties undertake to treat all confidential information exchanged under this Agreement as strictly confidential and not to disclose it to third parties without the other party's prior written consent.

9.2 Confidential information includes all information not publicly known, in particular technical, business, or organizational information as well as participants' data.

9.3 The confidentiality obligation does not apply to information that: was demonstrably already publicly known at the time of disclosure; becomes publicly known after disclosure through no fault of the receiving party; was demonstrably already known to the receiving party prior to disclosure; must be disclosed due to statutory obligations or an order by a public authority.

9.4 This obligation continues to apply for a period of 2 years after termination of the Agreement.

10. Final Provisions

10.1 Amendments and additions to this Agreement require written form. This also applies to any waiver of this written-form requirement.

10.2 Should any provision of this Agreement be or become invalid, the validity of the remaining provisions remains unaffected. The parties undertake to replace the invalid provision with a legally permissible arrangement that comes as close as possible to the economic purpose of the invalid provision.

10.3 German law applies. The place of jurisdiction is the Provider's registered office (Munich).

10.4 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, and contracts relating to this subject matter.