Terms of Service

This is a non-binding English translation. In case of discrepancies, the German version applies.

1. Scope, B2B only

These Terms ("Terms") apply exclusively to business relationships between Blck Horizon Solutions GmbH, Mittelstraße 11, 40789 Monheim am Rhein, Germany — Wholly-owned subsidiary of Blck Horizon Holding — ("Provider") and entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law ("Customer"). The service is not directed at consumers (§ 13 BGB). By registering, the Customer warrants that the contract is concluded for purposes attributable to its commercial or independent professional activity.

Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if known, unless the Provider expressly agrees to their validity in text form.

2. Conclusion of contract

The presentation of services on the website does not constitute a binding offer. By submitting the registration or order form, the Customer makes a binding offer. The contract is concluded upon the Provider's confirmation in text form or upon activation of the user account, whichever occurs first. Pursuant to § 312i (1) sentence 2 BGB, the application of § 312i (1) sentence 1 nos. 1–3 and sentence 2 BGB is excluded for B2B contracts.

3. Subject matter of the service

The Provider grants the Customer access to the cloud-based software "LabNote Light" (Software-as-a-Service) for the duration of the contract via the internet. The functional scope is determined by the service description on the website or in the individual offer at the time of conclusion of the contract. The software is hosted on Lovable Cloud / Supabase on AWS infrastructure within the European Union.

The contractual nature of SaaS provision is governed by tenancy law (§§ 535 ff. BGB) for the provision of the software and by service or contract for work law for any additional services.

4. Rights of use

The Customer receives a non-exclusive, non-transferable and non-sublicensable right of use, limited to the term of the contract, to use the software for its own internal business purposes within the scope of the booked plan. Any use exceeding this — in particular reverse engineering, decompilation (subject to § 69e UrhG), sublicensing, rental or making it available to unaffiliated third parties — is prohibited.

5. Customer obligations

The Customer warrants that all information provided is correct and complete and undertakes to update it without delay in the event of changes. The Customer shall keep access credentials confidential, protect them against access by third parties and notify the Provider without delay of any suspected misuse. The Customer is responsible for the lawful use of the software, in particular for compliance with data protection law in respect of personal data processed by the Customer in the software.

6. Availability and maintenance

The Provider endeavours to ensure an average annual availability of 98.5% on a 24/7 basis, measured at the transfer point to the internet of the hosting provider. Excluded from availability are: (i) scheduled maintenance windows announced at least 48 hours in advance, preferably outside Central European business hours; (ii) downtime caused by force majeure or by the Customer; (iii) downtime at upstream providers beyond the Provider's control. No specific availability is contractually guaranteed.

7. Defects, warranty

A defect of the software exists if the software materially deviates from the contractually owed quality and the Customer's use is more than insignificantly impaired thereby. § 536b BGB (knowledge of the lessee of the defect upon conclusion of the contract) and § 536c BGB (defects occurring during the rental period; notice of defects by the lessee) shall apply. The Customer shall notify defects in text form, describing them in such a way that they can be reproduced. Strict liability for defects already existing at the time of conclusion of the contract pursuant to § 536a (1) Alt. 1 BGB is excluded.

8. Remuneration, terms of payment

The remuneration is based on the booked plan and is invoiced annually in advance. All prices are exclusive of statutory VAT, where applicable. Invoices are issued by Blck Horizon Solutions GmbH and sent from billing@labnote-light.com; questions regarding invoices and payments are to be directed to that address. Invoices are payable net within 14 days of receipt without deduction by SEPA bank transfer to the bank account stated on the invoice. In the event of default, the Provider is entitled to charge default interest of 9 percentage points above the base rate (§ 288 (2) BGB) and a flat fee of EUR 40 (§ 288 (5) BGB).

The Provider may adjust the remuneration with effect for the next contract period (renewal) by giving at least three (3) months' notice in text form. If the increase exceeds 5% within twelve months, the Customer is entitled to terminate the contract for good cause with effect from the date the price adjustment takes effect.

9. Term, termination

The contract term is twelve (12) months and is automatically renewed by twelve (12) months at a time unless terminated by either party with three (3) months' notice to the end of the respective term. Termination must be made in text form (e-mail is sufficient). The right to extraordinary termination for good cause remains unaffected.

10. Data protection, processing on behalf, Data Act

Insofar as the Provider processes personal data on behalf of the Customer in the course of providing the service, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. The Provider's standard DPA forms an integral part of these Terms; it is provided upon request and at the latest before processing begins. Further details are set out in the Privacy Policy.

In accordance with the EU Data Act (Regulation (EU) 2023/2854), the Provider supports the Customer in switching providers and exporting customer data in a structured, commonly used, machine-readable format throughout the term of the contract and for a period of at least 30 days after termination.

11. Confidentiality

The parties undertake to treat as strictly confidential all information designated as confidential or recognisably confidential by their nature which they obtain knowledge of in the course of the contractual relationship, and to use it only for the purposes of this contract. This obligation continues for three (3) years after the end of the contract.

12. Liability

The Provider shall be liable without limitation in cases of intent and gross negligence, for injury to life, body or health, under the German Product Liability Act (ProdHaftG), in the event of fraudulent concealment of a defect, and within the scope of any guarantees expressly given.

In the case of slight negligence, the Provider shall only be liable for the breach of essential contractual obligations (cardinal obligations), i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer regularly relies and may rely. In this case, liability is limited to the foreseeable damage typical for this type of contract; this is limited to the amount of the annual fees paid in the twelve (12) months preceding the damaging event.

Any further liability — in particular for indirect damages, consequential damages, lost profits, loss of data (without prejudice to the obligation to make backups) and for slightly negligent breaches of non-essential contractual obligations — is excluded. The Customer is responsible for regular backups of its data via the export functions provided.

13. Force majeure

Neither party shall be in default with the performance of its obligations to the extent that and for as long as performance is prevented by force majeure (e.g. war, terrorism, natural disasters, pandemics, official measures, large-scale internet outages, cyber attacks at upstream providers). The affected party shall notify the other party without delay.

14. Set-off, retention, assignment

The Customer may only set off claims that are undisputed or have been finally determined by a court. The Customer may only exercise a right of retention based on counterclaims arising from the same contractual relationship. The assignment of rights from this contract by the Customer requires the Provider's prior written consent (§ 354a HGB remains unaffected).

15. Changes to these Terms

The Provider may amend these Terms with effect for the future by giving at least six (6) weeks' notice in text form, provided this is necessary to take account of changes in the legal situation, case law or technical environment, or to address regulatory gaps without unreasonably disadvantaging the Customer. The Customer may object to the change in text form within six (6) weeks of notification; in the event of objection, the Provider is entitled to terminate the contract with effect from the date the change takes effect. Silence after express reference to the consequences shall be deemed consent.

16. Final provisions

The contract is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Düsseldorf, Germany, provided the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law. The Provider is also entitled to bring an action at the Customer's general place of jurisdiction.

Amendments and supplements to this contract must be made in text form. The same applies to the waiver of this requirement of text form. Should individual provisions of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions (severability clause).