1. General Terms and Conditions (GTC) of dida Datenschmiede GmbH
Headquarters: Hauptstraße 8, Meisenbach Höfe (Entrance 3a), 10827 Berlin Registered office of the company: Berlin-Schöneberg Register court: Berlin (Charlottenburg) Commercial register: HRB 194301 B Managing Directors authorized to represent the company: Philipp Jackmuth, Dr. Lorenz Richter Email: [email protected]i
General Provisions and Conclusion of Contract
1.1 These General Terms and Conditions apply to contracts for the use of smartextract. Our offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. We do not enter into contracts with consumers within the meaning of Section 13 BGB. If we have been deceived regarding the fact that our contractual partner is a consumer, we reserve the right to terminate the contract without notice for good cause. 1.2 Any deviating, conflicting, or supplementary terms and conditions of the customer shall not become part of the contract, even if we are aware of them, unless their validity is expressly agreed to. These General Terms and Conditions shall also apply if we perform the service without reservation despite being aware of terms and conditions of the customer that conflict with, deviate from, or supplement our own. 1.3 Our offer to conclude a contract does not constitute a legally binding offer. When the customer places an order, the customer submits an offer to conclude a corresponding contract. The customer is bound by this offer for a period of two working days at our registered office. Within this period, we may declare acceptance or rejection of the offer. Acceptance occurs through the successful completion of the customer's payment process, confirmation of the conclusion of the contract by us in text form, or by providing the service. An automatically generated email sent by us confirming receipt of the order does not constitute acceptance of the customer’s offer to conclude a contract. 1.4 When registering online, the customer must provide truthful and complete information. The customer must update any changes to this information immediately in the customer area. The customer has no claim to the correction of invoices that were issued incorrectly due to a failure to update this information. 1.5 Only the specifications regarding smartextract that we provide at the time the contract is concluded shall be deemed agreed upon as the product’s characteristics. Any public statements, promotions, or advertising that deviate from these specifications shall not constitute contractual product characteristics.
Definitions
“API” means the REST API provided by us for the use of smartextract. “API Documentation” means the technical description of the API made available by us on the internet.
Provision of the Service
We shall make the API available to the customer for use via the internet within a reasonable period after the conclusion of the contract, in accordance with the provisions of this agreement. This is typically the case once we have informed the customer by email that their account has been set up.
Use of the API by the Customer for Their Own Purposes
The customer is granted the right to use the API for their own purposes in accordance with this agreement for the duration of this contract, limited to the agreed scope and in accordance with the API Documentation. “Own purposes” also include the use of the API by affiliated companies within the meaning of Sections 14 et seq. of the German Stock Corporation Act (AktG). Even in the case of use by such affiliated companies, the customer remains our sole contractual partner.
Use of the API for Reselling
5.1 If the customer does not use the API for their own purposes but intends to enable direct or indirect use of the API by third parties (e.g., by integrating the API or its functionalities into the customer’s own product), the provisions of this Section 5 shall apply. Use of the API by companies affiliated with the customer within the meaning of Sections 14 et seq. of the German Stock Corporation Act (AktG) does not fall under this Section 5. 5.2 The customer’s authorization to use the API under this Section 5 is conditional upon the fact that, from an objective perspective of the third parties to whom the customer enables the use of the API under this Section 5, the customer’s offering provides functionality that goes beyond the functionalities offered by the API itself. In particular, the customer’s offering must not constitute a software solution whose purpose is merely to make the functionality of the API available to third parties without providing significant additional value. 5.3 The solution offered by the customer to third parties using the API must contain a customary and clearly visible notice in the user interface indicating that it uses smartextract (e.g., a notice such as “powered by smartextract”). This notice must include a link to smartextract. 5.4 If third parties assert claims against us, one of our corporate bodies, or one of our employees in connection with an offering by the customer that falls under this Section 5—provided and to the extent that such offering does not constitute use of the API in accordance with the contract—the customer shall indemnify and hold us, our corporate bodies, and our employees harmless from such claims and from any resulting damages and costs. The indemnification claim also includes reasonable costs for legal review and defense against the asserted claims. We will inform the customer without undue delay if third parties assert such claims and will give the customer the opportunity to participate in the defense against these claims. Any further statutory claims for damages against the customer remain unaffected by the above provisions.
Limits of the Use of the API
6.1 Each party shall take customary and appropriate measures to protect user credentials/passwords for the use of the API from unauthorized access by third parties. The parties shall inform each other if they suspect that user credentials and/or passwords may have become known to unauthorized third parties. 6.2 The customer may not use the API, or allow it to be used, in violation of the rights of third parties or for unlawful purposes. In particular, the customer shall refrain from any use that could result in us being accused of violating applicable laws or the rights of third parties. The customer shall indemnify us against all such third-party claims, including reasonable costs for legal review and representation, upon first request. 6.3 If the customer violates the provisions of paragraph 2, we may suspend access to smartextract or to the relevant data to the extent necessary if, at our reasonable discretion, the violation can thereby be remedied or mitigated. Where reasonable for us, we will inform the customer of the violation of paragraph 2 and request that it be remedied within a reasonable period. Such notice or information regarding measures taken will be sent by email to the address stored in the customer’s account. Instead of suspension, data may also be deleted if we are obliged to do so, if suspension is insufficient to remedy the violation, and if such deletion does not violate the data processing agreement concluded with the customer. 6.4 If the customer continues or repeatedly violates the provisions of paragraph 2 despite a corresponding warning, we may terminate the contract extraordinarily without observing a notice period. We are also entitled to extraordinary termination if a single violation of paragraph 2 is so severe that continuing the cooperation with the customer cannot reasonably be expected of us. If the violation of paragraph 2 is attributable to a third party to whom the customer has enabled the use of the API under Section 5, the termination shall, where reasonable for us, be limited to the respective third party and may only occur after the customer has been informed of this intention and the reason justifying termination has not been remedied within one month after the customer receives such information, or the customer declares that they do not intend or are unable to require the third party to remedy the reason. The period shall be shortened appropriately if waiting for the agreed period is unreasonable for us (e.g., if criminal offenses are committed through or by using the API).
Transfer of Rights by the Customer
To the extent that data, documents, or other content are stored in smartextract, all rights necessary for the performance of this contract shall be granted to us.
Availability of the API
8.1 We guarantee an availability of the API at the handover point (the interface to the internet in the data center where the API is provided to the customer) of 99% per contractual month. 8.2 For the purposes of this agreement, availability means the ability to use the API in accordance with the contract at the handover point. 8.3 Periods required to remedy errors that prevent the secure operation of the API in accordance with the requirements of the GDPR (DSGVO) or otherwise pose more than an insignificant risk to IT security shall not be taken into account when determining availability, provided that the resulting unavailability does not exceed 24 hours per contractual month. 8.4 Notification of the customer pursuant to paragraph 3 shall be made by email to the address stored in the customer’s account.
Fees and billing, changes to agreed fees
9.1 Unless individually agreed otherwise, we invoice the fees agreed with the customer monthly in advance. 9.2 All prices stated by us are net prices and are quoted in euros. 9.3 If the customer has provided a credit card as a payment method, the customer warrants that it is issued in the name of the contractual partner and may be used to collect the fees owed to us. The customer must update the stored credit card in good time before its expiration date. 9.4 Customers for whom VAT is invoiced under the reverse charge procedure must provide their VAT ID in their customer profile; otherwise, we are entitled to charge German VAT to the customer. The customer has no claim to subsequent correction of the corresponding invoices. 9.5 In the event of payment default by the customer, we are entitled to charge a one-time late payment fee for each corresponding invoice in accordance with § 288 (5) BGB. The right to claim any further damages resulting from default remains unaffected. 9.6 Invoices may be issued in digital form and sent by email or made available on our website in the customer area. 9.7 We are entitled to adjust the fees agreed with the customer. Information about the adjustment must be sent by email to the email address stored in the customer's profile at least two weeks before the expiry of the contract’s notice period. The adjustment may take effect no earlier than the time at which the customer can terminate the contract after receiving the notification.
Term and termination
10.1 The contract is concluded for the contract term selected by the customer when placing the order. It may only be terminated for good cause before the expiry of the specified term. Otherwise, termination is possible until the end of the last day of the agreed contract term, unless otherwise individually defined. If no termination occurs, the contract term is automatically extended by the period agreed upon at the time the contract was concluded. 10.2 The right to terminate for good cause remains unaffected. Important reasons include, in particular, the following reasons if they apply to the other party: a. the breach of essential contractual obligations by the other party, if the breach is not remedied despite a warning and the setting of a reasonable deadline with reference to the right of termination. A warning and deadline are not required if they are unreasonable; b. the refusal to open insolvency proceedings due to lack of assets; c. the opening of liquidation proceedings; 10.3 We are entitled to terminate the contract without notice if the requirements of § 543 para. 2 no. 3 BGB are met. 10.4 Termination pursuant to § 543 para. 2 sentence 1 no. 1 BGB due to failure to grant contractual use of smartextract is only permissible after we have been given a reasonable opportunity to remedy the defect and this has failed. 10.5 Termination by us for good cause that is based on an act or omission of a third party, or attributable to such a third party to whom the customer has enabled the use of the API in accordance with section 5, must, insofar as reasonable for us, be limited to the respective third party and may only occur after the customer has been informed of this intention and the reason justifying termination has not been remedied within a period of one month after receipt of the information by the partner, or the customer declares that they do not wish or are unable to request the third party to remedy the reason. The period must be shortened appropriately if waiting for the agreed period is unreasonable for us (e.g., commission of criminal offenses using or through the use of the API). 10.6 Terminations may be made by email. Termination by the customer must be sent to contact@smartextract. Alternatively, termination may be carried out in the customer area.
Consequences of termination of the contract
Upon termination of the contract, we delete all data stored by the customer in smartextract.
Development and improvement of smartextract
12.1 With smartextract, the customer does not acquire a static product. Rather, we intend to further develop smartextract in order to offer new functions and services that make smartextract more attractive and secure. The scope of services of smartextract is therefore subject to change. If changes occur in which existing, essential functions are removed or significantly restricted, we will inform the customer within a reasonable period via the email address stored in their customer account. 12.2 smartextract includes functionalities that are referred to as artificial intelligence or machine learning. The provision of these functionalities requires that the relevant parts of smartextract be trained using real data. The purpose of this training is to ensure and improve the performance of existing functionalities as well as to expand the functional scope of smartextract for the purpose of capturing document data and thereby provide the customer with improved and additional functionalities. Real data in this sense refers to data, documents, or other content that the customer stores in smartextract or has processed by smartextract. The customer therefore instructs us to train the corresponding functionalities used or to be used for them with their real data. The insights and software products resulting from this training are available to us not only for the provision of services to the customer but also in general. 12.3 If changes to smartextract are unreasonable for the customer in view of the services owed by us, the customer is entitled to a special right of termination, which must be exercised with a notice period of two weeks. The period begins on the day the customer becomes aware of the change. This right of termination does not apply to changes or the removal of functions that we have provided to the customer as part of a beta test/demo. For such functions, we reserve the right at any time to discontinue them or continue offering them only in a modified form. 12.4 We appreciate every suggestion for improvement from our customers. However, for the sake of clarity, we must state that the customer transfers to us, free of charge, all rights necessary for the potential implementation and unrestricted use of such suggestions. In plain terms: every suggestion is welcome, but we do not provide any compensation for it.
Failure to fulfill our primary contractual obligations
13.1 If we are in default with the initial provision of smartextract, the customer reserves the right to withdraw from the contract if a reasonable grace period set by the customer has expired without result, meaning that we have not provided the agreed functionality of smartextract for the first time within the grace period.
13.2 If, after the operational provision of smartextract, we fail to fulfill our obligations in whole or in part, or if the agreed availability of smartextract falls below the agreed level for a contract month, the agreed usage fee will be reduced proportionally for the period during which smartextract was not available to the customer to the agreed extent and API calls initiated by the customer were therefore not processed.
13.3 We are obliged to demonstrate that we are not responsible for the delayed provision or the failure to meet the agreed availability. If the customer does not notify us of the lack of availability of smartextract, the customer must, upon our dispute, prove that we otherwise became aware of the lack of availability.
Claims for defects
14.1 In the event of defects in the service, the customer is entitled to the statutory rights, whereby we decide whether to remedy the defect by repair or replacement.
14.2 Our strict liability for damages (§ 536a BGB) for defects existing at the time the contract is concluded is excluded, unless it concerns a property guaranteed by us (guarantee, § 276 para. 1 BGB).
14.3 Claims for defects are subject to a limitation period of one year. This period does not apply to claims for damages arising from the breach of defect-related obligations; in such cases, the liability provisions apply.
14.4 If the customer reports the existence of a defect and it turns out after our corresponding activity that no defect in our service exists, the customer is obliged to compensate us for the effort incurred in accordance with the agreed hourly rates or, in the absence of such an agreement, reasonable hourly rates. This provision does not apply if the absence of a defect was not recognizable to the customer when exercising the care and knowledge reasonably expected of them.
14.5 For functions, services, software, or other offerings that are expressly provided by us as a beta version, all claims for defects are excluded unless intent on our part can be proven. By definition, beta versions are unfinished and may contain defects. Such defects may, for example, result in data loss or the malfunction of smartextract. The customer should therefore only use beta versions if the occurrence of such defects does not represent a disadvantage for them, in particular if it cannot lead to damages for which they would wish to hold us or third parties liable.
14.6 The customer is obliged to notify us immediately of defects in contractual services, in particular defects in smartextract. If, due to the failure or delay in notification, we are unable to remedy the defect, the customer is not entitled to reduce the agreed remuneration in whole or in part for the corresponding period, claim damages, or terminate the contract extraordinarily without notice due to the defect. The customer must demonstrate that they are not responsible for the failure to provide such notification.
Liability
15.1 Liability for intent and gross negligence is unlimited.
15.2 In cases of simple negligence involving the breach of essential contractual obligations, liability is limited in amount to foreseeable and typical contractual damages. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the injured party may regularly rely. The limitation period for claims under this paragraph is one year.
15.3 Paragraph 2 does not apply to claims arising from injury to body, health, or life, in cases of fraudulent conduct, in the event of the assumption of a guarantee, in cases of liability for initial inability to perform or impossibility for which we are responsible, or for claims under the Product Liability Act.
15.4 Otherwise, liability — regardless of the legal basis — is excluded.
Confidentiality
16.1 We undertake to treat the data stored by the customer in smartextract as confidential. This data will be processed by us exclusively for the purpose of fulfilling the contract with the customer and will only be disclosed to third parties to the extent necessary for the performance of the contract at our reasonable discretion.
16.2 Data that (i) was generally known at the time of transmission or becomes generally known thereafter — without our fault, (ii) was already lawfully known to us at the time of disclosure without an existing confidentiality obligation, (iii) is lawfully disclosed to us after transmission by third parties without a confidentiality obligation, provided that such third parties are themselves not bound by confidentiality obligations toward the customer, (iv) was independently developed by us without the use of the customer's confidential information, (v) becomes known to us through permissible analysis of publicly accessible services or products of the customer, or (vi) must be disclosed due to mandatory legal, governmental, or court regulations or orders, shall not be subject to confidentiality.
16.3 This confidentiality agreement remains in effect even after termination of the contract.
16.4 The preceding paragraphs apply without prejudice to the data processing agreement concluded with the customer as well as the provisions in section 18. These take precedence over the provisions of this section.
Obligation of confidentiality pursuant to § 203 StGB
17.1 If data processed via smartextract is subject to § 203 StGB, we undertake to maintain confidentiality with full awareness of the criminal consequences of a breach of duty (imprisonment of up to one year or a fine). If the customer processes data within the meaning of § 203 StGB, the customer is obliged to inform us of this in their customer account.
17.2 We undertake to obtain knowledge of third-party secrets within the meaning of § 203 StGB only to the extent necessary for the fulfillment of the contract.
17.3 We are entitled to involve additional persons for the performance of the contract. These persons must be obligated in text form to maintain confidentiality to the extent that they may become aware of third-party secrets within the meaning of § 203 StGB in the course of their activities. With regard to our employees, we comply with the legal requirements. If a data processing agreement has been concluded with the customer, its provisions take precedence over the provisions of this section insofar as they provide for additional obligations.
17.4 When using services that directly serve an individual client of the customer, the customer is obliged to obtain the client's consent to the disclosure of third-party secrets in accordance with the applicable legal provisions.
17.5 The provisions regarding the protection of personal data remain unaffected.
17.6 The obligation of confidentiality pursuant to the preceding paragraphs does not apply if we are required to disclose the customer’s confidential information due to a governmental or court decision. We will inform the customer immediately of such a decision, insofar as we are permitted and able to do so in the individual case.
Data protection
18.1 The separate data processing agreement concluded with the customer in accordance with Art. 28 GDPR applies to the processing of personal data by the customer via smartextract.
18.2 In addition, we undertake to process personal data that the customer provides to us for the fulfillment of the contract and that is not subject to data processing on behalf of the customer in accordance with the applicable data protection regulations.
Set-off and assignment
19.1 A contracting party is entitled to exercise a right of retention or to set off only if the underlying counterclaim has been legally established or is undisputed.
19.2 The assignment of rights and obligations arising from this contract, or of the contract as a whole, to third parties is only permitted with the prior consent of the other contracting party. Such consent may not be unreasonably withheld.
Force majeure
20.1 Each contracting party is temporarily released from its obligation to perform as long as it is prevented from fulfilling its obligations due to force majeure. This also applies in the event of an already existing delay.
20.2 Force majeure includes events within the meaning of § 206 BGB as well as unusual and unforeseeable events, provided that the respective party did not cause the event, could not have anticipated it, could not influence its occurrence, could not prevent its consequences despite exercising reasonable care, and is thereby prevented from performing its obligations. This includes, in particular, war, terrorism, riots, pandemics, natural disasters, or government orders.
20.3 The party invoking force majeure must: a. inform the other party immediately in writing about the event and the reasons for it; b. take measures with the diligence of a prudent businessperson to resume full performance of its obligations as soon as possible; c. make reasonable efforts to minimize the negative effects on the performance of the contract.
Changes to these Terms and Conditions
21.1 We reserve the right to amend these General Terms and Conditions at any time with a notice period of at least 6 weeks. The customer has the right to object.
21.2 We will inform the customer in writing at the email address stored in the customer account about the planned change, the amended provisions, and the possibility to raise an objection. A corresponding notification and the option to object may also be provided when the customer logs into their customer area.
21.3 If the customer exercises their right to object before the expiry of the notice period, the previous terms and conditions shall continue to apply unchanged. Otherwise, the new terms and conditions shall enter into force after the expiry of the notice period. We are entitled to terminate the contract with the customer in the event of their objection in accordance with the agreed notice period.
Final provisions
22.1 This contract contains all agreements between the parties regarding the subject matter of the contract. Any deviating ancillary agreements and prior agreements regarding the subject matter of the contract hereby become invalid.
22.2 Amendments and additions to this contract must be made in writing, unless a stricter form is required by law. This also applies to the waiver of the written form requirement.s
22.3 The customer's general terms and conditions do not apply to this contract, even if they are not objected to in later documents related to this contract.
22.4 If any provision of this contract is wholly or partially void, invalid, or unenforceable, or if a provision that is in itself necessary is missing, the validity and enforceability of all other provisions of this contract shall remain unaffected.
22.5 This contract is governed exclusively by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods does not apply to the extent it can be excluded.
22.6The exclusive place of jurisdiction for all disputes arising in connection with this agreement is our registered office. We are also entitled to bring claims against the customer at any of their statutory places of jurisdiction.
Demo version and account deletion
23.1 We offer a demo version of our services that allows potential customers to test our platform before deciding on a paid subscription.
23.2 We reserve the right to delete or deactivate accounts and access to our services at any time, particularly if we determine that an account violates our terms of use or for other reasons that we consider justified at our discretion.