General Terms and Conditions (GTC)

qnips GmbH / Version: 04.12.2024

1. Scope of Application

1.1 qnips GmbH (hereinafter referred to as "qnips") offers an app- and web-based catering management platform (hereinafter referred to as "Software") for catering and self-operated facilities, particularly for managing menu data, pre-orders, payments, and connecting additional catering systems.

1.2 The following General Terms and Conditions (hereinafter referred to as "GTC") apply to all user agreements (hereinafter referred to as "Contracts") concluded between qnips and customers who are not consumers as defined by § 13 BGB or other equivalent applicable legal provisions, for the use of the qnips platform.

1.3 Deviating terms and conditions of the customer shall not apply to contracts unless qnips explicitly agrees to their application in writing.

2. Conclusion of Contract Between the Customer and qnips, Test Period

2.1 The offer provided at https://my.qnips.io to use the software specified and described therein (hereinafter also referred to as "Dashboard") does not constitute a binding offer by qnips.

2.2 Using qnips software requires creating a customer account (hereinafter referred to as "Account"). The necessary information must be provided, and a password must be set. By confirming the creation of the account, the customer submits a binding offer to conclude a contract for the free use of the software for testing purposes. This offer can be accepted by qnips by setting up and granting access to the account or by sending a notification to the provided email address with access data for the account.

2.3 By concluding a contract for free use under Clause 2.2, qnips grants the customer the right to use the software for 14 days from the date of granting access or notification of access data (test period) exclusively for testing purposes. Each customer is entitled to only one test period. On request, the test period can be extended at the sole discretion of qnips. After the test period ends, the customer's account will be locked. There will be no automatic transition to a paid contract for software use.

2.4 After the test period under Clause 2.3, the customer may conclude a paid contract with qnips for using the software. The customer can book the required plans (e.g., Basic, Standard, Enterprise).

2.5 For monthly billing contracts, the agreement is concluded directly within the Dashboard. The customer must select the appropriate licenses and confirm the selection. Then, company name, billing address, and either credit card information or bank account details must be provided. By confirming and submitting this information, the customer concludes a contract with qnips for the paid use of the software with monthly billing. Alternatively, the contract may also be concluded by approving an individual offer.

3. Services, Change of Versions

3.1 qnips provides the customer with access to the selected version of the software as Software-as-a-Service (hereinafter "SaaS") via the Internet for the contract duration. The functionality of the booked software version, including any additional functionalities, is specified in qnips' Wiki System (Knowledge Base). Other services (e.g., creation of white-label apps, remote support during initial account setup, interface configuration) are not part of the (paid) software usage contract and can be offered separately.

3.2 Additional functionalities with unlimited usage rights must be used reasonably ("Fair Use") to ensure functionality and cost-effectiveness for all customers. Unreasonable use includes non-personalized accounts or the use of meal plans to represent locations.

3.3 The software enables data exchange with third-party systems ("Third-party Systems") via interfaces ("Integration"). The overview and description of available integrations can be found on the qnips website ("Marketplace"). Integrations may depend on the software version or add-ons booked by the customer. qnips reserves the right to modify or discontinue integrations, especially if the third-party provider adjusts or discontinues the integration. For third-party integrations ("Partner Integrations"), the functionality, prices, and other conditions are governed by agreements between the customer and the third-party provider.

3.4 Customers can switch between software plans and disable or terminate add-on licenses for hardware or point-of-sale integrations. The following rules apply to individual licenses:

Basic Fee: Switching to a higher-priced plan is possible monthly at the beginning of the next month. Switching to a lower-priced plan is only allowed annually at the end of the contract term, adhering to cancellation deadlines outlined in Clause 8.1.
Location Fee: A location fee is incurred if a location-specific feature is active during a month. If no such feature is used, the location fee will not be charged.
Hardware Fee: Fees for operating a qnips license on purchased or rented hardware apply monthly based on usage within the respective month.
Point-of-Sale Integrations: Fees for operating point-of-sale licenses apply based on usage during the month.

Resulting fees are calculated based on Clauses 7.7 and 7.8 of these GTC.

4. Availability and Response Times for Disruptions

4.1 qnips guarantees a 99.5% availability of the SaaS solution on an annual average, excluding maintenance or disruptions caused by uncontrollable events (e.g., force majeure).

4.2 Maintenance work leading to more than 30 minutes of downtime during regular hours will be announced at least 24 hours in advance via email.

4.3 Customers must report disruptions immediately. qnips will attempt to respond to critical issues within four hours during support hours (Monday-Friday, 9:00-17:00, excluding public holidays in Hanover).

5. Customer Obligations

5.1 The following obligations are primary duties of the customer and are not to be considered merely ancillary or optional.

5.2 The customer is obliged to review the functionality and general condition of the software during the test period as defined in Clauses 2.2 and 2.3 and to report any defects or deviations from the required specifications to qnips before concluding a paid contract for the use of the software. The customer cannot claim defects or deviations that were known or evident during the test period but not reported to qnips before concluding a paid usage contract.

5.3 The customer must designate a qualified contact person and a deputy authorized to make all necessary decisions or promptly arrange for their implementation to fulfill the contractual obligations. Changes to the designated contact person or deputy must be communicated immediately.

5.4 The customer is solely responsible for the content and data processed with the software. The customer agrees to use the qnips software only as contractually agreed and in compliance with applicable laws, ensuring no third-party rights are violated. The customer will immediately inform qnips, preferably in writing, in cases of:

(i) misuse or suspected misuse of the agreed services,
(ii) any threat or suspected threat to data security or data protection within the agreed services,
(iii) any risk or suspected risk affecting qnips' provided services, such as loss of access credentials or hacking attempts.

5.5 The customer is responsible for ensuring the required technical conditions are met.

5.5.1 The customer is responsible for providing adequate Internet bandwidth and latency.

5.5.2 Optimal use of qnips' services and functions requires the use of up-to-date versions of Google Chrome or Mozilla Firefox, with cookies enabled in the browser. Failure to meet these technical requirements may lead to service limitations, for which qnips is not responsible.

5.5.3 The customer must implement IT security measures in accordance with the latest technical standards within their organization and for their employees. These include, but are not limited to:

Installing and regularly updating antivirus software,
Setting and updating secure passwords according to recognized standards (e.g., BSI IT Baseline Protection),
Employing mechanisms such as two-factor authentication, automatic inactivity locks, and firewalls.

5.5.4 The customer must ensure the confidentiality of user identification and authentication data and prevent their unauthorized sharing. The use of "shared accounts" for qnips access is prohibited.

5.5.5 The customer is responsible for the security of their Internet connection, particularly when using public networks, and must utilize secure virtual private networks (VPNs).

5.6 The customer is solely responsible for the professional setup and management of their account, even if qnips provides assistance during the setup.

5.7 The customer must promptly report any performance disruptions (e.g., service unavailability or defects) in text form, providing detailed information to assist in troubleshooting. qnips may provide temporary solutions to bypass errors, with the underlying issue being resolved later.

5.8 The customer is solely responsible for the legality of processing customer data and ensuring data subjects' rights are upheld. The customer will indemnify qnips against any claims made by third parties resulting from the processing of customer data as per this agreement.

6. Rights of Use

6.1 qnips grants the customer a non-exclusive, non-transferable, and time-limited right to use the software for the duration of the contract. Rights related to third-party systems and partner integrations are governed by the respective provider's terms.

6.2 The customer agrees to use the software only as outlined in the contract and not to provide access to third parties. Usage rights extend to affiliated companies within the meaning of §§ 15 ff. AktG (German Stock Corporation Act) or other applicable corporate law provisions.

7. Prices, Payment Methods, and Terms

7.1 Prices listed during the ordering process or in offers are net prices in euros, excluding statutory VAT, if applicable. Monthly fees depend on the following parameters ("Order Parameters"):

7.1.1 Basic package for software provision,
7.1.2 Location fees,
7.1.3 Add-on licenses for hardware, point-of-sale integrations, or additional functionalities,
7.1.4 Optional paid additional functionalities.

7.2 qnips issues monthly invoices for the provided services. The invoice is sent electronically via email and must be paid within 14 days.

7.3 For credit card payments, qnips reserves the right to validate the card, check spending limits, and verify address details. qnips may decline a credit card as a payment method for legitimate reasons.

7.4 If the price changes during a billing cycle due to modifications in order parameters, qnips will bill the cycle at the updated price. Retroactive adjustments or refunds are excluded.

7.5 If the customer fails to make payments within seven days after a grace period following a missed due date, qnips may suspend the customer's access to the software. The customer remains obligated to pay the agreed fees, including any applicable interest for delayed payments.

8. Contract Duration, Minimum Term, and Termination

8.1 The contract term begins with the first order or after the test period. After a one-year minimum term, the contract is automatically extended by another year unless terminated with 90 days' notice before the renewal date.

8.2 Both parties retain the right to terminate the contract for good cause.

8.3 Termination must be made in text form (e.g., email).

9. Liability Limitation

9.1 qnips is liable for damages arising from injury to life, body, or health and for other damages caused by intent or gross negligence. For paid services, liability also covers damages under mandatory legal provisions, such as product liability laws.

9.2 For minor negligence, qnips is only liable for damages resulting from the breach of essential contractual obligations. In such cases, liability is limited to foreseeable, typical damages.

9.3 For free services (e.g., during the test period), qnips is liable only for damages caused by intent, gross negligence, or fraudulent conduct.

9.4 These limitations of liability apply to claims against qnips' executives, employees, and subcontractors.

10. Data Protection and Confidentiality

10.1 qnips collects and uses personal data from the customer only within the framework of applicable legal regulations. The contractual partners will conclude a data processing agreement as required under applicable laws.

10.2 Neither party is permitted to disclose confidential information of the other party to third parties without explicit consent (at least in text form). This applies to both customers with contracts for free and paid use. Confidential information includes, but is not limited to:

(i) Information that is inherently confidential or requires secrecy,
(ii) Information that the receiving party should reasonably recognize as confidential from the circumstances of its disclosure,
(iii) Product descriptions, specifications, and pricing details.

Both parties agree to use confidential information solely for the purposes of fulfilling their contractual obligations. Precautions must be taken to prevent unauthorized access to or use of confidential information by third parties, customers, employees, subcontractors, or representatives. The parties are obligated to report any misuse of confidential information immediately in writing.

Exemptions from confidentiality obligations include information:

(i) Already known to the receiving party without a confidentiality agreement,
(ii) Disclosed by a third party not bound by similar confidentiality obligations,
(iii) Publicly available,
(iv) Independently developed without using the confidential information,
(v) Explicitly authorized for disclosure,
(vi) Required to be disclosed by court or administrative orders (provided the affected party is notified to pursue legal remedies).

Confidentiality obligations extend beyond the contract duration and remain effective for 12 months following contract termination.

11. Right to Modify Terms

11.1 qnips reserves the right to amend these GTC or supplement them with provisions for newly introduced services or features. Customers will be notified of such changes at least four weeks before they take effect via email. If the customer does not object within two weeks in text form (e.g., email), the changes are deemed accepted. qnips will clearly highlight the possibility of objection, the objection deadline, and the consequences of non-objection in the notice.

11.2 qnips may modify the software or offer altered functionalities, provided these changes are reasonable for the customer. If such changes significantly impact the customer’s workflows or restrict the usability of previously generated data, qnips will provide at least four weeks' advance notice. Failure to object within two weeks of receiving the notice will be considered consent.

11.3 qnips may also make changes in the following cases:

(i) To comply with applicable laws or regulations,
(ii) To implement legal or regulatory decisions,
(iii) To close security gaps,
(iv) If third-party providers (e.g., integrations) change their services or terms,
(v) If changes primarily benefit the customer.

11.4 qnips is entitled to adjust prices annually to account for increases in personnel or other costs. Customers will be notified of price adjustments in text form. If a price increase exceeds 5%, the customer has the right to object within two weeks of notification.

11.5 If the customer objects to changes, the contract will continue under the existing terms. However, qnips reserves the right to terminate the contract with one month's notice.

11.6 Amendments to these GTC must be made in text form. This also applies to waiving the text form requirement.

12. Final Provisions

12.1 If any provision of these GTC is deemed invalid or unenforceable, the remaining provisions will remain valid. The content of the contract will then be governed by applicable legal regulations.

12.2 The contractual relationship between the parties is governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive jurisdiction for disputes arising from or related to this contractual relationship is the registered office of qnips, provided this is legally permissible.

12.3 Customers are provided with versions of these GTC in German and English. For customers in the DACH region (Germany, Austria, Switzerland), the German version valid at the time of contract conclusion takes precedence.