General Terms and Conditions for LabNote.Light

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

§ 1 Scope of application, businesses only

(1) These Terms apply to all contracts for the use of the software "LabNote.Light" between Blck Horizon Solutions GmbH, Mittelstraße 11, 40789 Monheim am Rhein, Germany ("Provider"), and entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law ("Customer"). The offer is not directed at consumers (Section 13 BGB). By registering, the Customer confirms that it concludes the contract for its commercial or self-employed professional activity.

(2) Conflicting, deviating or supplementary terms of the Customer do not become part of the contract, even if the Provider does not object to them, unless the Provider expressly agrees to them in text form.

(3) Individual agreements take precedence. The service description for the booked plan and the data processing agreement (DPA) are also part of the contract.

§ 2 Conclusion of contract

(1) The presentation of services on the website is not a binding offer. By submitting the registration or order, the Customer makes a binding offer. The contract is concluded upon confirmation by the Provider in text form or upon activation of the account, whichever occurs first.

(2) Section 312i(1) sentence 1 nos. 1 to 3 and sentence 2 BGB do not apply (Section 312i(2) sentence 2 BGB).

§ 3 Trial and early access

(1) The Provider may offer a free trial (currently 14 days) and early-access accounts. They are for evaluation and not intended for productive use; functionality and availability may change at any time.

(2) For free use, the Provider is liable only for intent and gross negligence (Section 599 BGB). Section 12(1) remains unaffected.

(3) If no paid contract is concluded after the trial ends, the Provider deletes the data after 30 days. Until then, the Customer can export it.

§ 4 Subject matter of the service

(1) The Provider makes LabNote.Light available as software-as-a-service via the internet. The scope results from the service description for the booked plan. The delivery point is the data centre's exit to the internet; the Customer's internet connection is not part of the contract.

(2) Customer data is stored in data centres in Frankfurt am Main. Sub-processors used and any access from third countries are set out in the DPA.

(3) The Provider may further develop the software as long as contractual use is not significantly impaired. It announces material restrictions at least six weeks in advance in text form; the Customer may then terminate as of the date of the change.

(4) The software supports workflows under ISO/IEC 17025, ISO 9001 and comparable standards. It is neither accredited nor certified and replaces neither the Customer's own assessment nor its management system. Qualification or validation for its own intended use is the Customer's responsibility; the Provider provides available documentation on request.

§ 5 Rights of use

(1) For the term of the contract, the Customer receives a non-exclusive, non-transferable right, not capable of sublicensing, to use the software for its own internal business purposes within the scope of the booked plan.

(2) Each user account is assigned to one natural person and must not be shared. In particular, reverse engineering and decompilation (subject to Section 69e UrhG), rental and making the software available to third parties outside the Customer are prohibited.

§ 6 Customer obligations

(1) The Customer keeps access credentials confidential, protects them from access by third parties and reports suspected misuse without undue delay.

(2) The Customer is responsible for lawful use and for the content it stores, in particular for compliance with data protection law with regard to the personal data it processes.

(3) The Customer fulfils statutory or regulatory retention and archiving obligations on its own responsibility; the export functions are available to it at any time for this purpose.

§ 7 AI features

(1) AI features are optional. They are only available if the Customer's administration has enabled them and has agreed to the transmission to the AI provider or has configured its own AI provider.

(2) AI results may be incomplete or incorrect. The Customer reviews them professionally before use; release, inspection and safety decisions must not rely solely on AI results. The Provider does not owe any particular quality of AI results.

(3) If the Customer configures its own AI provider, only the contract between the Customer and that provider governs that provider's service and data processing.

§ 8 Content, reports and blocking

(1) The Customer must not store or distribute unlawful content.

(2) Notices of unlawful content can be sent to legal@labnote-light.com (Art. 16 DSA). Reports are reviewed by a person; no automated content moderation takes place.

(3) Where there are concrete indications of unlawful content, the Provider may block access to the content concerned to the extent necessary. It informs the Customer of the blocking with reasons (Art. 17 DSA) and gives an opportunity to comment; the block is lifted as soon as the reason ceases to apply.

(4) To the extent the Customer is responsible for an infringement, it indemnifies the Provider against third-party claims, including reasonable legal defence costs.

§ 9 Availability, maintenance and data backup

(1) The Provider aims for an availability of 98.5% on average per year, measured at the delivery point. No guarantee is associated with this. Maintenance windows announced at least 48 hours in advance as well as outages due to force majeure or from the Customer's sphere of responsibility are not counted.

(2) The Provider backs up Customer data daily and before major updates.

(3) The Customer can export its data at any time in structured, commonly used and machine-readable formats.

§ 10 Defects

(1) A defect exists if the software deviates materially from the agreed quality and use is thereby impaired more than insignificantly.

(2) The Customer notifies defects without undue delay in text form and in a comprehensible manner (Section 536c BGB).

(3) The Customer may assert a reduction by deducting from the fee only if the defect is undisputed or finally established. The right to reclaim overpaid fees (Section 812 BGB) remains unaffected.

(4) Strict liability for defects existing at the time of contract conclusion (Section 536a(1) alt. 1 BGB) is excluded.

(5) The Customer may terminate for non-provision of use (Section 543(2) sentence 1 no. 1 BGB) only after the Provider has had sufficient opportunity to remedy the defect and this has failed.

§ 11 Fees and payment

(1) The fee results from the order (plan, number of users, add-on packages such as storage expansions) and is invoiced annually in advance, plus statutory VAT. Invoices are payable within 14 days of receipt without deduction. In the event of default, Section 288(2) and (5) BGB apply.

(2) During the agreed minimum term, the fee remains unchanged. After that, the Provider may adjust the fee with effect from the start of the next renewal period if it announces this in text form at least three months in advance. In the event of any increase, the Customer may terminate the contract as of the date the increase takes effect; the Provider points this out in the announcement.

(3) If the Customer is more than 30 days in default with a payment, the Provider may, after a reminder with a period of 14 days and notice, restrict access to read and export. The data remains preserved.

§ 12 Liability

(1) The Provider is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, under the Product Liability Act, for fraudulent concealment of a defect and to the extent of a guarantee given.

(2) In cases of slight negligence, the Provider is liable only for breach of essential contractual obligations. Essential are obligations whose fulfilment is a prerequisite for the proper performance of the contract and on whose compliance the Customer may regularly rely – in particular the provision of the software, the confidentiality and integrity of Customer data and data backup. In this case liability is limited to the foreseeable damage typical for this type of contract at the time the contract is concluded.

(3) Within the scope of paragraph 2, liability is also limited in total per contract year to the fee agreed for that contract year. This limit also applies to claims arising from breaches of data protection obligations, including the DPA.

(4) In all other respects, liability for slight negligence is excluded.

(5) Paragraphs 2 to 4 also apply to the personal liability of the Provider's governing bodies, employees and vicarious agents.

(6) The Customer's claims for damages become time-barred after one year from the statutory start of the limitation period; this does not apply in the cases of paragraph 1.

(7) Claims of data subjects and regulatory measures under the GDPR remain unaffected; paragraphs 2 to 6 only govern the allocation between the parties.

§ 13 Term, termination and switching providers

(1) The minimum term (12, 24 or 36 months) results from the order. The contract renews each time by twelve months unless either party terminates in text form with two months' notice to the end of the term. The right to extraordinary termination remains unaffected.

(2) The Customer may at any time request, with a notice period of two months in text form, switching to another provider or to its own infrastructure. A transition period of 30 calendar days follows, which the Customer may extend once for an appropriate period. If switching is technically not feasible within that time, the Provider informs the Customer within 14 working days with reasons and sets a transition period of no more than seven months.

(3) All data entered or generated by the Customer can be transferred, including attachments, master data, signature and audit-trail data and configurations, in structured, commonly used and machine-readable formats. Excluded are the Provider's internal operating data whose disclosure would endanger the security of the service. The Provider reasonably supports the switch.

(4) After the transition period, the Customer can retrieve its data for at least 30 calendar days; after that, the Provider deletes it completely, unless statutory retention obligations prevent this. The contract ends upon successful completion of the switch. The Provider does not charge switching fees.

(5) If the contract ends through a switch before the end of the term, the fee remains owed until the end of the current term, less saved expenses.

§ 14 Data protection and confidentiality

(1) To the extent the Provider processes personal data on behalf of the Customer, the DPA under Art. 28 GDPR applies.

(2) The parties treat all information marked as confidential or recognisably confidential as confidential and use it only for this contract. The obligation continues for three years after the end of the contract.

§ 15 Force majeure

Neither party is in default as long as performance is prevented by force majeure, for example natural disasters, pandemics, official measures, large-scale network outages or cyber attacks on upstream suppliers. The affected party informs the other without undue delay.

§ 16 Set-off, retention, assignment

The Customer may only set off with undisputed or finally established claims and assert a right of retention only for claims under this contract. The assignment of rights under this contract requires the Provider's consent; Section 354a HGB remains unaffected.

§ 17 Changes to these Terms

(1) Changes affecting the scope of services, fees or term only take effect with the Customer's consent in text form.

(2) The Provider notifies other changes that are necessary due to a change in law, case law, official requirements or technical developments and do not shift the relationship between performance and consideration to the Customer's detriment at least six weeks before they take effect, in text form. If the Customer does not object within this period, the change is deemed accepted; the Provider points out the period and the consequence in the notification. If the Customer objects, the previous Terms continue to apply; the Provider may then terminate the contract as of the date the change would have taken effect.

§ 18 Final provisions

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

(2) The exclusive place of jurisdiction is Düsseldorf if the Customer is a merchant, a legal entity under public law or a special fund under public law. The Provider may also sue at the Customer's general place of jurisdiction.

(3) Amendments and additions require text form.

(4) Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.