General Terms and Conditions

Hivebuy offers its customers web-based access to procurement and eProcurement services as part of a software-as-a-service solution (“SaaS solution”). The SaaS solution enables customers to control and simplify the entire procurement process, from the procurement decision to the selection of and contact with potential suppliers to the execution and management of orders, including the subsequent filing and management of order documentation. These GTC, including the offer and the annexes referred to herein (“Contract”), govern the contractual relationship between Hivebuy and the customer regarding the use of the SaaS solution.

1) Subject matter and conclusion of the contract; general terms and conditions of the customer

1.1 The SaaS solution is intended only for entrepreneurs within the meaning of § 14 BGB (German Civil Code). Entrepreneurs are natural or legal persons or partnerships with legal capacity who, when concluding the contract, are acting in the exercise of their commercial or independent professional activity. Hivebuy reserves the right to request appropriate information and evidence to prove that the customer is not a consumer within the meaning of § 13 BGB. The data required for verification must be provided by the customer in full and truthfully. There is no entitlement to the conclusion of a contract.

1.2 The customer's general terms and conditions shall only become part of the contract if Hivebuy expressly agrees to this in writing.

1.3 Unless otherwise agreed, these Terms and Conditions shall also apply accordingly for the duration of a free provision of the SaaS solution (“Trial Period”) or in the form of a trial version (“Trial Version”) by Hivebuy. The provision of the trial version is intended to enable the customer to test the use of the SaaS solution and its range of functions during the trial period and to create a basis for deciding whether the customer wishes to use the SaaS solution for a fee after the trial period.

1.4 Upon request, the customer will first receive access data for using the trial version for a trial period agreed between the parties. After the trial period has expired, the customer shall fill out the order form in consultation with Hivebuy in written or text form and send it to Hivebuy.

1.5 By sending the order form to Hivebuy (in the case of an offline contract) or completing the registration process (in the case of an online contract), the customer submits a legally binding request to Hivebuy to conclude a contract for the paid use of the SaaS solution (“offer”). In the case of an online contract conclusion, Hivebuy will send the customer a confirmation of receipt of the offer to the email address provided by the customer during the registration process immediately after receipt of the offer by Hivebuy. This confirmation will include the Terms and Conditions and all order details, including information about the contracting parties. However, this order confirmation does not constitute acceptance of the customer's offer.

1.6 A contract between Hivebuy and the customer for the paid use of the SaaS solution is only concluded when Hivebuy has accepted the offer. Hivebuy's declaration of acceptance is made by sending an order confirmation in paper form or as an electronic copy (e.g., by email) to the customer (“conclusion of contract”).

1.7 Hivebuy does not store the contract text after conclusion of the contract. Upon conclusion of the contract, the customer receives a copy of the order confirmation in paper form or as an electronic copy (e.g., by email). The contract can be concluded in German.

 

2) Services of Hivebuy

2.1 Hivebuy shall provide the customer with access to the SaaS solution via the Internet for a limited period of time for the duration of the contract. The exact scope of the services to be provided by Hivebuy is set out in the order form and the provisions of these GTC. Beyond the agreed services, the customer has no claim to a specific design or specific functionalities of the SaaS solution.

2.2 The customer has the option of initiating orders and other transactions with third parties via the SaaS solution and managing various order processes within the SaaS solution. The customer acknowledges that in the case of orders and other transactions or order processes that the customer initiates or manages via the SaaS solution or using the SaaS solution, it is not Hivebuy but the respective third party that becomes the contractual partner for the order or other transaction and the underlying procurement contract, and that the customer has no rights against Hivebuy arising from such a procurement contract. If, in this context, Hivebuy transmits declarations of intent by the customer aimed at initiating or managing orders or other transactions or concluding procurement contracts, Hivebuy acts solely as a messenger; the customer's contractual partner with regard to such orders or transactions and the underlying procurement contracts is also the respective third party in these cases. Hivebuy is therefore not responsible for the proper fulfillment of orders, transactions, and the underlying procurement contract, any reversal of the transaction, or any claims arising from or in connection with the respective procurement contract concluded; rather, the respective third party is responsible.

2.3 When initiating or managing an order, transaction, or underlying procurement contract with a third party, the customer is responsible for checking the accuracy of orders and other transactions initiated via the SaaS solution, the order processes managed within the SaaS solution, and the declarations of intent transmitted by Hivebuy, and for ensuring that they are correct.

2.4 Hivebuy is responsible for the operation and maintenance of the SaaS solution. The place of performance is the router output of the data center. The customer is responsible for providing Internet access and any hardware (e.g., router, smart device) or software (e.g., browser) required for access to the SaaS solution. The customer has no right to access the source codes of the SaaS solution provided by Hivebuy.

2.5 Unless otherwise agreed, the average availability of the SaaS solution is 98% on an annual basis. This does not include necessary planned maintenance work or disruptions beyond Hivebuy's control (in particular force majeure). Hivebuy will, where possible, notify the customer in good time in writing of any planned maintenance work to the contact person named to Hivebuy. However, Hivebuy expressly reserves the right to carry out unannounced maintenance work if necessary, in particular if this is necessary for data and operational security.

2.6 Hivebuy enables the customer to store data and content within the scope of the SaaS solution. Individual verification of the accuracy and completeness of data backups is not carried out and is not owed. Data backups performed by Hivebuy do not release the customer from compliance with their own legal obligations and data backups, in particular the obligation to maintain proper accounting records.

2.7 Throughout the term of the contract, the customer is entitled to download the data and content stored by them within the SaaS solution from the SaaS solution.

2.8 Hivebuy shall provide the customer with documentation of the SaaS solution and instructions for its use in electronic form in German, available online. The customer is not entitled to edit, distribute, or make publicly available the documentation or instructions for use.

2.9 Hivebuy is entitled to commission subcontractors as vicarious agents at its own discretion for the provision of services.

 

3) Rights of use

3.1 Hivebuy is entitled to add additional functions to the services to be provided at any time. Unless otherwise agreed, functions introduced by Hivebuy after conclusion of this contract shall be considered additional services provided free of charge. Hivebuy is entitled to discontinue these functions after weighing the interests of both parties. Hivebuy also reserves the right to offer optional enhancements and further developments only against payment of an additional fee and upon conclusion of a supplementary agreement. If the customer books an enhancement or further development or a functionality not already booked within the scope of the contract conclusion for a fee by means of a corresponding supplementary agreement to this contract, the provisions of this contract shall apply accordingly to this booking.

3.2 Hivebuy is entitled to change, restrict, or discontinue the scope of functions of the SaaS solution and the services to be provided to an extent that is reasonable for the customer. Such a change is reasonable in particular if it only affects insignificant components of the services to be provided by Hivebuy (such as mere design or display changes that do not or only slightly impair the functionality of the SaaS solution or the services to be provided) or if it becomes necessary for an important reason. An important reason exists in particular if

a) there are disruptions to the provision of services by Hivebuy's subcontractors,
b) the change is necessary for security reasons,
c) the change is necessary due to changes in legislation or case law, or
d) there are similar important reasons which, after weighing up the interests of the customer, make the change in question reasonable for the customer.

3.3 If a change does not exclusively concern time-critical security updates, functional enhancements, or insignificant components of the SaaS solution or the services to be provided by Hivebuy, Hivebuy shall notify the customer of the change in writing or in text form at least four (4) weeks before it takes effect.

3.4 Hivebuy is also entitled to make changes to the scope of functions of the services in cases other than those specified above. In this case, Hivebuy shall inform the customer of the planned changes two (2) months before the changes are introduced. During this period, the customer has the right to declare whether or not they accept the planned changes. If the customer does not respond during this period, the changes shall be deemed approved. Hivebuy shall inform the customer of this legal consequence of their silence in the change notification. If the customer objects to the changes within the specified period, Hivebuy has the right, at its discretion, to either continue to provide the affected service without the planned changes or to terminate the contract with one (1) month's notice from receipt of the customer's objection.

4) User rights

4.1 Upon commencement of the contract, Hivebuy grants the customer a simple, non-exclusive, worldwide, non-transferable right, limited to the term of the contract, to use the SaaS solution in accordance with the contract. 

4.2 Components of the SaaS solution that are recognizably subject to third-party rights, in particular open source licenses, are excluded from the granting of rights. Components that are disclosed by Hivebuy within the SaaS solution or in accompanying text files as third-party content are considered recognizable.

 

5) Obligations of the customer

5.1 The customer warrants that they are using the SaaS solution exclusively as an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

5.2 The customer must maintain Internet access and the hardware (e.g., router, smart device) or software (e.g., browser) required to use the SaaS solution for the entire term of the contract.

5.3 The customer must keep the access data for the SaaS solution safe and may only make it available to authorized employees. The customer undertakes to oblige its employees to treat the access data confidentially and to inform Hivebuy immediately if there is any suspicion that the access data may have become known to unauthorized persons. Furthermore, the customer undertakes to comply with all security precautions, functional and other restrictions of the SaaS solution. In particular, the customer may not remove, overcome, deactivate or otherwise circumvent any protection or authentication mechanisms.

5.4 If the parties have agreed in the order form to connect a customer system to the SaaS solution via interfaces, the customer must ensure that the interfaces of the respective customer system are up to date.

5.5 The customer is prohibited from transferring the SaaS solution to third parties, unless expressly agreed otherwise.

5.6 The customer shall back up their data and content stored, processed, and otherwise transmitted to Hivebuy within the scope of the SaaS solution themselves as far as possible, regularly, and in accordance with the risk. 

5.7 The customer is responsible for operating and configuring the SaaS solution. If Hivebuy provides the customer with information, recommendations, tips, or advice within the SaaS solution, or makes information or analysis results generated by the SaaS solution available, these are automated and non-binding support services for the customer's decision-making process. recommendations, tips, or advice within the SaaS solution or provides information or analysis results generated by the SaaS solution, these are automated and non-binding support services for the customer's decision-making process, which do not release the customer from the obligation to check the accuracy of the respective support service and to take into account all other circumstances relevant to the decision-making process. The customer undertakes to carefully examine the respective support services as part of their decision-making process.

5.8 The customer shall designate a contact person within their company to Hivebuy who is authorized to receive and submit declarations of intent in connection with the contract with Hivebuy.

5.9 The customer is obliged to keep the information provided during registration up to date and to notify Hivebuy immediately of any changes. This includes, in particular, data relating to the customer's contact and business information.

5.10 Hivebuy is entitled to block the customer's access to the SaaS solution if:

a) there are indications that the customer's access data has been or is being misused, or that the access data has been or is being disclosed to an unauthorized third party, or that the access data is being used by more than one natural person;

b) there are indications that third parties have otherwise gained access to the SaaS solution provided to the customer;

c) the blocking is necessary for technical reasons;

d) Hivebuy is required to block access by law, court order, or official authority;

e) the customer is more than two (2) weeks in arrears with the payment of the agreed fee under the contract;

f) the customer has provided incorrect or invalid contact details and communication between Hivebuy and the customer is no longer possible;

g) the customer has provided incorrect bank account, credit card, or other payment details and regular fulfillment of the customer's performance obligations cannot be guaranteed.

Hivebuy shall notify the customer of the suspension, including the reasons for it, in text or written form at least one (1) working day before the suspension takes effect and allow the customer to comment on the suspension, provided that the notification and/or waiting for the comment is reasonable, taking into account the interests of both parties, and compatible with the purpose of the suspension. Hivebuy shall unblock the customer's use of the SaaS solution if the reason for the blocking no longer applies.

 

6) Fees

6.1 The customer shall pay Hivebuy the fee agreed in the order form for the use of the SaaS solution.

6.2 Unless expressly agreed otherwise, the fees are monthly and net plus applicable statutory sales tax.

6.3 Unless expressly agreed otherwise, invoicing shall take place on a monthly basis. All amounts are due upon invoicing and must be paid within the period specified in the invoice.

 

7) Compensation and liability

7.1 Hivebuy shall not be liable for free services. Otherwise, Hivebuy shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, limb, or health.

7.2 In cases of simple negligence, Hivebuy shall only be liable for breach of a material contractual obligation. A material contractual obligation within the meaning of this clause is an obligation whose fulfillment is essential for the performance of the contract and on whose fulfillment the customer may therefore regularly rely.

7.3 In the case of clause 7.2, Hivebuy shall not be liable for lack of economic success, lost profits, or indirect damages.

7.4 Liability under clauses 7.2 and 7.3 above is limited to the typical, foreseeable damage at the time of conclusion of the contract, but in the absence of any agreement to the contrary, to a maximum of the total annual turnover for the year in which the damage is claimed.

7.5 Liability for damages due to data loss in the cases described in 7.2 and 7.3 is limited to the amount of data recovery that would have been incurred even if the customer had backed up the data regularly, at least daily, and in accordance with the risk.

7.6 The limitations of liability apply accordingly in favor of Hivebuy's employees, agents, and vicarious agents.

7.7 Any liability of Hivebuy for given guarantees (which must be expressly designated as such) and for claims based on the Product Liability Act remains unaffected.

7.8 Any further liability on the part of Hivebuy is excluded. In particular, strict liability for initial defects pursuant to Section 536a (1), 1st alternative, BGB is excluded.

 

8) Confidentiality and non-disclosure

8.1 The parties undertake to treat confidential information and documents (“confidential information”) of the other party, which are to be regarded as confidential either due to the nature of the information or the circumstances of its disclosure, or which have been designated or marked as confidential by the disclosing party, as well as trade secrets, as confidential, to use them exclusively for the purposes of this software agreement, and not to make it accessible to third parties. The receiving party shall take appropriate technical and organizational measures to prevent unauthorized access or disclosure of confidential information. Third parties within the meaning of this agreement also include companies affiliated with the receiving party in which the receiving party does not hold a majority of capital and voting rights. The employees of the receiving party and other third parties commissioned by it (including subcontractors and freelancers) shall be bound by the same obligations.

8.2 Confidential information on the part of Hivebuy includes, in particular, the software of the SaaS solution and all technologies of Hivebuy, information provided by Hivebuy about the SaaS solution or in the context of support requests or cooperation for the purpose of troubleshooting, as well as this contract including the annexes, the order form, and the agreed terms and conditions.

8.3 The receiving party is entitled to disclose the information and documents made available to it to third parties if and to the extent that this is essential for the performance of this contract or the exercise of contractual rights, or if this is mandatory for legal or regulatory reasons. In the event of inquiries from third parties, judicial or administrative authorities regarding the disclosure of confidential information, the receiving party shall immediately inform the disclosing party thereof in writing or in text form. The receiving party shall continue to support the disclosing party in its efforts to prevent the disclosure of the confidential information.

8.4 The confidentiality obligation shall not apply if the confidential information was already known to the receiving party prior to disclosure, is generally known, or becomes known through no fault of the receiving party, or in respect of confidential information that was developed by the receiving party itself without access to the confidential information of the disclosing party or that is brought to the attention of the receiving party by a bona fide, authorized third party. Mandatory legal disclosure obligations remain reserved. If the receiving party invokes one or more of the aforementioned reasons, it must substantiate them by presenting suitable evidence.

8.5) The duty of confidentiality begins upon acknowledgment of the confidential information and remains in effect for the entire term of this agreement. In addition, the confidentiality obligation shall remain in force for a period of three (3) years from termination or expiry of the contract, unless statutory provisions stipulate a longer confidentiality obligation. In particular, any trade secrets shall be treated as confidential for as long as they remain trade secrets.

8.6 During the period of validity of this confidentiality obligation, confidential information must be returned immediately, undamaged, and in full upon first request by Hivebuy. Hivebuy may also order that certain confidential information be destroyed, deleted, or placed in secure storage and that the customer confirm this in writing. The above provisions in this section shall only apply insofar as this does not significantly impair the contractual use of the contractual service.

8.7 Unless otherwise agreed in the order form, Hivebuy is entitled to name the customer as a reference customer in marketing materials (including websites), stating the full company name and using the company logo.

 

9) Data protection

9.1 With regard to the personal data that Hivebuy processes on behalf of the customer within the scope of this contract, the parties shall conclude a data processing agreement (“DPA”). In the event of any conflict between this contract and the DPA, the provisions of the DPA shall prevail.

 

10) Final provisions

10.1 These General Terms and Conditions and the contractual relationship between Hivebuy and the customer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

10.2 If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of Hivebuy in Berlin. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, Hivebuy is also entitled in all cases to bring an action at the place of performance or at a priority individual agreement or at the customer's general place of jurisdiction. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.