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General Terms and Conditions (GTC) SaaS

Date: January 2026

Provider:

Tools4Vision GmbH
Mozartweg 5
73457 Essingen
Germany
Email:
info@divery.io

1 Scope of Application and Provider

  1. These General Terms and Conditions (“GTC”) apply to all contracts for the use of the
    cloud-based software platform “Divery”, available at https://www.divery.io.
  2. The provider of the software and the contractual partner of the customer is exclusively Tools4Vision GmbH (hereinafter referred to as the “Provider”).
  3. Tools4Vision GmbH is an independent and legally separate company. The software platform Divery is a product of Tools4Vision GmbH.
  4. The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

2 Subject Matter of the Contract and Scope of Services

  1. The subject of the contract is the paid provision of the cloud-based software platform “Divery” as Software-as-a-Service (SaaS).
  2. The Provider makes the software available to the customer via the Internet in its current version. Installation on the customer’s systems is not owed.
  3. The scope of services includes in particular:
    • access to the software via a web interface,
    • storage and processing of data entered by the customer,
    • technical operation, maintenance and further development of the software.
  4. The specific functional scope results from the current service description on the Provider’s website or from individual contractual agreements.
    • The functional scope of the software also results from the current service descriptions, product documentation or accompanying information materials of the Provider (e.g. website, feature overviews, presentations). These descriptions do not constitute guaranteed properties but serve solely for general information about the current performance status of the software.
    • The specific scope of services depends on the tariff selected by the customer. This may include provisions regarding the number of users, available functions and modules, storage or usage limits, regional validity and scope of support.
    • The current tariff and service descriptions are provided to the customer prior to conclusion of the contract or published on the Provider’s website and form an integral part of the contract.
    • The Provider is entitled to further develop or adjust the functional scope of individual tariffs, provided that the contractually owed core purpose of the respective tariff is not impaired.
  5. The Provider does not owe any specific economic, operational or legal success. The software serves to support business processes and does not replace professional, legal or business consulting.
    • The Provider is entitled to further develop, adjust or modify functions and features of the software for technical, security-related or legal reasons, provided that the contractually owed core purpose of the software is not impaired.
    • If the software contains AI-based functions, automated analyses, forecasts or evaluations, their results are based on statistical, algorithmic or probabilistic methods.
    • The provided evaluations do not constitute guaranteed, complete or error-free results and do not replace professional, legal, safety-related or official assessments.
    • Any decisions made by the customer based on such AI-supported evaluations are the sole responsibility of the customer.
    • To the extent permitted by law, the Provider shall not be liable for damages resulting from the use or interpretation of AI-supported results.
  6. Additional services (e.g. extended support, training, consulting) are owed only if expressly agreed.

3 Registration, User Accounts and Access Data

  1. Use of the software requires registration. The customer undertakes to provide accurate, complete and up-to-date information.
  2. The customer is responsible for:
    • the creation and administration of user accounts,
    • the assignment of roles and access rights,
    • the deactivation of access for users who have left the organization.
  3. Access data must be kept confidential. The customer is liable for all activities carried out via its user accounts, insofar as the customer is responsible for them.
  4. The Provider is entitled to temporarily or permanently block access if there are concrete indications of misuse or a material breach of contract.

4 Obligations of the Customer and Permitted Use

  1. The customer is solely responsible for the lawful use of the software and for the legality of the data entered, stored or processed by the customer.
  2. The customer ensures that:
    • personal data is processed only on a valid legal basis,
    • required consents have been obtained,
    • statutory information, documentation and retention obligations are complied with.
  3. In particular, the use of the software for the following purposes is prohibited:
    • unlawful or abusive purposes,
    • dissemination of malware or harmful content,
    • actions that impair the security, integrity or availability of the software.
  4. The Provider is not obliged to review customer-entered content or data for legal or substantive accuracy.
  5. The customer is responsible for ensuring that all entered data is complete, correct and up to date. The Provider shall not be liable for damages or disadvantages resulting from incorrect, incomplete or misleading data entries.

5 Rights of Use and Intellectual Property

  1. The Provider grants the customer a non-exclusive, non-transferable, non-sublicensable
    right to use the software, limited in time to the term of the contract.
  2. Use is permitted exclusively for the customer’s own business purposes.
  3. The customer is not entitled to:
    • inspect, modify or decompile the source code,
    • reproduce the software or create derivative works,
    • remove protective notices or markings.
  4. All rights to the software remain exclusively with the Provider.
  5. Feedback submitted by the customer may be used by the Provider free of charge, without time or territorial limitation, for the further development of the software.

6 Availability, Maintenance and Technical Requirements

  1. There is no entitlement to uninterrupted availability of the software at all times.
  2. The Provider strives for high availability on an annual average. Short-term interruptions due to maintenance, updates, security measures or technical disruptions do not constitute a defect.
  3. Use of the software requires a functioning Internet connection and suitable hardware and software on the customer’s side.
  4. The Provider shall not be liable for performance disruptions caused by:
    • Internet or provider outages,
    • telecommunications disruptions,
    • insufficient technical requirements or misconfigurations on the customer’s side.
  5. New functions, extensions and updates are tested prior to deployment and then rolled out to production.
  6. Despite careful testing, individual errors may occur. These do not constitute a defect if they do not significantly impair use.
  7. Specific minimum availability levels or response or recovery times are owed only if expressly agreed in a separate Service Level Agreement (SLA).

7 Support and Additional Services

  1. First-level support is provided via the Provider’s knowledge base.
  2. If an issue cannot be resolved there, a ticket system is available for second-level support.
  3. There is no entitlement to specific response or resolution times unless expressly agreed (e.g. SLA).
  4. Support does not include, in particular, professional, legal or business consulting, review or correction of customer data, or customer-specific configurations without agreement.
  5. Additional services may be agreed separately and remunerated accordingly.

8 Remuneration and Payment Terms

  1. Remuneration is based on the applicable price list, an individual offer or a separate agreement.
  2. All prices are exclusive of statutory VAT, if applicable.
  3. Invoices are due within the specified payment period.
  4. In the event of default in payment, the Provider is entitled to suspend services or block access after prior notice.
  5. Set-off or retention is permitted only with undisputed or legally established claims.
  6. Price information in presentations, product information or other materials is for informational purposes only and non-binding unless expressly agreed as binding.

9 Liability

  1. The Provider shall be liable without limitation in cases of intent, gross negligence, and for injury to life, body or health.
  2. In the event of slightly negligent breach of essential contractual obligations, liability is limited to foreseeable, contract-typical damage.
  3. Otherwise, liability is excluded to the extent permitted by law.
  4. In particular, no liability exists for damages resulting from:
    • Internet or provider outages,
    • incorrect or incomplete data entries,
    • customer decisions based on software evaluations,
    • use contrary to these GTC.
  5. Liability for loss of profit, consequential damages or data loss is excluded to the extent permitted by law.

10 Data Protection and Data Processing

  1. Personal data is processed in accordance with applicable data protection regulations, in particular the GDPR.
  2. Where the Provider processes personal data on behalf of the customer, a separate data processing agreement (DPA) shall be concluded.
  3. Further information is provided in the Provider’s privacy policy.

11 Term and Termination

  1. The contract commences upon conclusion and runs for an indefinite period unless otherwise agreed.
  2. Both parties may terminate the contract in text form with one month’s notice to the end of the month.
  3. The right to extraordinary termination remains unaffected.

11a Data Return and Deletion After Contract Termination

  1. After termination of the contract, the customer may retrieve the data stored in the software within 30 days after contract termination via provided export functions or request a data export in a common, machine-readable standard format (e.g. CSV or JSON).
  2. There is no entitlement to delivery of the data in a specific file format, structure or additional processing unless expressly agreed.
  3. After expiry of the period pursuant to paragraph 1, the Provider is entitled to irreversibly delete the customer’s data unless statutory retention obligations apply.
  4. The customer is responsible for timely backup of its data.

12 International Use

  1. Use of the software is permitted internationally.
  2. The customer is responsible for compliance with the applicable legal provisions at the place of use.
  3. The Provider does not warrant that the software complies with all specific legal, tax or regulatory requirements of the respective country of use.

13 Final Provisions

  1. German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. Place of jurisdiction, where permissible, is the registered office of the Provider.
  3. Amendments and supplements must be made in text form.
  4. Should any provision be invalid, the validity of the remaining provisions shall remain unaffected.