General Terms and Conditions of MYOact GmbH

As of: 2026-04-06

General Terms and Conditions of MYOact GmbH

Part A: General Section

1. Scope, contracting parties and definitions
2. Conclusion of contract and contract language
3. Remuneration and payment terms
4. Support
5. Liability for damages
6. Mention as a reference
7. Confidentiality
8. Final provisions

Part B: Special Section – Provision of the software “myoact EMG Biofeedback Training”

1. Subject matter of the contract
2. Provider services and storage space
3. Changes to services
4. Registration
5. Software availability
6. Customer obligations
7. Moderation and restriction of content
8. Provider rights, sanctions
9. Granting of usage rights by the provider
10. Granting of usage rights by the customer
11. Remuneration and payment terms
12. Liability for defects
13. Indemnification
14. Contract term and termination
15. Switching providers
16. Data protection
17. Amendment of the GTC

Part C: Special Section – Hardware purchase

1. Subject matter of the contract
2. Delivery and transport damage
3. Prices and payment terms
4. Liability for defects
5. Limitation period
6. Retention of title

Part D: Special Section – Hardware rental

1. Subject matter of the contract
2. Provision of the rental item
3. Rent and payment terms
4. Use of the rental item, transfer of use to third parties
5. Obligations of the lessee
6. Changes to the rental item
7. Maintenance obligation of the provider, lessee’s rights in the event of defects
8. Liability for defects
9. Contract term, termination of the rental relationship
10. Return of the rental item
11. Other provisions

Part A – General Section

1 Scope, contracting parties and definitions

1.1 The following General Terms and Conditions (hereinafter “GTC”) apply to all contracts between MYOact GmbH, represented by the managing directors Simon Roth and Philipp Piroth, Kaiserstrasse 61, 60329 Frankfurt am Main, Germany, Tel.: +49 (0) 69 – 24751025, Email: info@myoact.de (hereinafter gender-neutral “Provider”) and the customers (hereinafter gender-neutral “Customer”, together also “Parties”). If the Customer uses conflicting or supplementary terms, their validity and inclusion are hereby rejected unless otherwise agreed between the Parties.

1.2 The Provider’s GTC apply exclusively. Deviating, conflicting or supplementary GTC of the Customer shall become part of the contract only if and to the extent that the Provider has expressly agreed to their validity. This requirement of consent applies in all cases, for example even if the Customer refers to its GTC in the course of providing the software and the Provider does not expressly object.

1.3 These GTC apply exclusively if the Customer is an entrepreneur. An entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or self-employed professional activity. In contrast, a consumer within the meaning of Section 13 BGB is any natural person who concludes a legal transaction for purposes that predominantly cannot be attributed to their commercial or self-employed professional activity.

1.4 Entrepreneurs within the meaning of these GTC also include authorities, corporations, institutions, foundations, legal entities under public law or special funds under public law that act exclusively under private law when concluding the contract.

1.5 The Provider may therefore require the Customer, prior to concluding the contract, to provide sufficient proof of its status as an entrepreneur. This can be done, for example, by providing a VAT identification number of a Member State of the European Union and proof of its place of establishment, or by other suitable proof of legitimacy (e.g., business registration, extract from the commercial register). The data required for the proof of legitimacy must be provided by the Customer in full and truthfully.

1.6 Unless otherwise agreed between the Parties, these GTC in the version valid at the time the Customer places the order, or in any case in the version last communicated to the Customer in text form, shall also apply as a framework agreement for similar future contracts without the Provider having to refer to them again in each individual case. Framework agreements or other contracts individually concluded in a specific case with the Customer (including ancillary agreements, supplements and amendments) shall in any case take precedence and are only supplemented by these GTC.

2 Conclusion of contract and contract language

2.1 The Customer may submit a non-binding request to the Provider for an offer by telephone, email, letter, via the online contact form provided on the Provider’s website, or via a messenger service.

2.2 In response to the Customer’s request, the Provider will send the Customer a non-binding offer, subject to change, for the services selected by the Customer by email or letter.

2.3 The order for the services previously selected by the Customer constitutes a binding offer. Unless otherwise stated in the order, the Provider is entitled to accept the Customer’s offer within the reasonable acceptance period stated by the Provider in the offer after receipt by the Provider.

2.4 The Provider’s acceptance takes place either

by sending the Customer a declaration of acceptance (e.g., by invoice) in written or text form (e.g., by letter or email), with the decisive time being receipt of the declaration of acceptance by the Customer, or
by providing the ordered service to the Customer by activating the account after receipt of payment in the Provider’s business account.

If several of the above alternatives apply, the contract is concluded at the time when one of the above alternatives occurs first. The period for accepting the offer begins on the day after the Customer sends the offer and ends upon expiry of the reasonable acceptance period stated by the Provider in the offer, which follows the sending of the offer. If the Provider does not accept the Customer’s offer within the above period, this shall be deemed a rejection of the offer, with the result that the Customer is no longer bound by its declaration of intent.

2.5 The contract is concluded in German and English.

2.6 If the Parties agree on special conditions, these generally do not apply to contractual relationships with the Customer that are ongoing at the same time or to future contractual relationships.

3 Remuneration and payment terms

3.1 Unless otherwise stated in the Provider’s offer, the stated remuneration is net prices plus the statutory VAT applicable on the date of invoicing.

3.2 The payment methods are communicated to the Customer in the Provider’s offer. The Customer may choose the following payment methods:

3.3 The remuneration is invoiced by the Provider in advance for the agreed service period at the agreed intervals and can be paid by the Customer by bank transfer to the bank account specified by the Provider. Unless otherwise stated on the invoice, the invoice amount is due for payment immediately without deduction.

3.4 The remuneration is invoiced by the Provider at the agreed intervals and collected by direct debit from the Customer’s bank account. The Customer grants the Provider a SEPA direct debit mandate that can be revoked at any time. If the direct debit is not honored due to insufficient funds or due to the provision of incorrect bank details, or if the Customer objects to the debit although not entitled to do so, the Customer shall bear the fees incurred by the respective credit institution for the chargeback, provided the Customer is responsible for this.

3.5 If a payment method offered via the payment service “Stripe” is selected, payment processing is carried out via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter “Stripe”). The individual payment methods offered via Stripe are communicated to the Customer on the Provider’s website. For processing payments, Stripe may use other payment services, for which special payment terms may apply and to which the Customer may be separately referred. Further information about Stripe is available online at https://stripe.com/de

3.6 Upon expiry of the above payment deadline, the Customer is in default. The outstanding remuneration shall bear interest during the default period at the applicable statutory default interest rate. The Provider reserves the right to assert further damages caused by default (e.g., reasonable costs of necessary legal defense including all court and attorney fees, costs for dunning proceedings or debt collection). For merchants, the Provider’s claim to commercial maturity interest (Section 353 HGB) remains unaffected. In the case of overdue claims, incoming payments from the Customer will first be credited against any costs and interest and then against the oldest claim.

3.7 The Customer is only entitled to rights of set-off if its counterclaims have been legally established or are undisputed, are reciprocally linked to the Provider’s main claim, or have been acknowledged by the Provider.

3.8 A right of retention by the Customer is excluded unless the Customer’s counterclaim arises from the same contractual relationship and is undisputed or has been legally established. To assert the right, written notice to the Provider is required.

3.9 If, after conclusion of the contract, it becomes apparent (e.g., through an application to open insolvency proceedings) that the Provider’s claim to remuneration is jeopardized by the Customer’s inability to perform, the Provider is entitled under the statutory provisions to refuse performance and—if applicable after setting a deadline—to withdraw from the contract (Section 321 BGB).

4 Support

4.1 The Provider sets up support for the Customer’s questions, complaints and objections. Requests to support can be submitted by email, contact form or messenger service. Requests are processed in the order in which they are received.

4.2 The Customer must describe the problems as precisely as possible.

5 Liability for damages

5.1 With regard to the services provided by the Provider, the Provider, its legal representatives and vicarious agents are liable without limitation

in cases of intent or gross negligence,
in cases of intentional or negligent injury to life, body or health,
in the case of warranty promises, insofar as these are agreed between the Parties,
insofar as the scope of application of the Product Liability Act is opened.

5.2 In the event of a breach of material contractual obligations, the Provider’s liability is limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to Part A Section 5.1 of these GTC. Material contractual obligations are those obligations which, by their content, the contract imposes on the Provider to achieve the purpose of the contract, the fulfillment of which makes the proper performance of the contract possible in the first place and on compliance with which the Customer may regularly rely (so-called cardinal obligations).

5.3 The Provider is not liable for loss of data insofar as the damage is due to the Customer’s failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

5.4 Otherwise, the Provider’s liability is excluded.

6 Mention as a reference

6.1 With the Customer’s prior written consent, the Provider is entitled to name the Customer as a reference customer. The Customer may refuse consent only for good cause and may revoke consent once given. In the latter case, the Provider remains entitled to use up advertising material already produced.

6.2 The mention may also be made online, for example on the Provider’s corporate website, including displaying the Customer’s company logo. For this purpose, the Customer grants the Provider a simple, non-transferable right of use, unlimited in time and territory, with respect to the name and trademark rights required for this.

6.3 With the Provider’s prior written consent, the Customer is entitled to advertise that it provides services in the course of its business activities using the Provider’s software and hardware. For this purpose, the Provider also grants the Customer a simple, non-transferable right of use, unlimited in time and territory, with respect to the name and trademark rights required for this.

7 Confidentiality

The Provider undertakes to maintain confidentiality regarding all confidential information (including trade secrets) that it becomes aware of in connection with this contract and its performance, and not to disclose it to third parties. Confidential information is information that is marked as confidential or whose confidentiality is apparent from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply insofar as the Provider is obliged to disclose the confidential information by law or by a final or legally binding administrative or court decision.

8 Final provisions

8.1 The assignment of rights arising from the contract concluded between the Parties requires the prior written consent of the other Party in each case.

8.2 The law of the Federal Republic of Germany applies to all legal relationships between the Parties.

8.3 If the Customer is a merchant within the meaning of the German Commercial Code (HGB), an entrepreneur within the meaning of Section 14 BGB, a legal entity under public law or a special fund under public law, the exclusive—also international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Provider’s place of business. In all cases, the Provider is also entitled to bring an action at the place of performance of the service obligation in accordance with these GTC or a prior individual agreement, or at the Customer’s general place of jurisdiction. Mandatory statutory provisions, in particular on exclusive jurisdiction, remain unaffected.

Part B: Special Section – Provision of the software “myoact EMG Biofeedback Training”

1 Subject matter of the contract

1.1 This Special Part B of the GTC applies to the provision, for a fee and limited in time to the term of the contract, of the mobile application (hereinafter “App”) “myoact EMG Biofeedback Training” (hereinafter “Software”) of the Provider in digital form in the Customer’s business via the internet, as well as the provision of storage space on the Provider’s servers.

1.2 The Provider’s software can only be used via a Bluetooth connection with special EMG sensors for muscles incl. charging station (hereinafter “Hardware”). For all contracts for the sale and/or delivery of hardware, the special provisions in Part C of these GTC apply in addition. For the temporary provision of the hardware (rental), the special provisions in Part D of these GTC apply in addition.

1.3 The Provider also offers consulting, training or other support services (setup, configuration, data migration, installation, customizing, etc., hereinafter “Support Services”) for the software it offers. The content of the Support Services is agreed separately between the Parties and is subject to separate remuneration. Otherwise, Support Services are not part of the contract.

1.4 The use of the software may be subject to different terms of the respective app store operator, to which the Customer may be referred during the ordering process of the respective app store. To the extent that the terms of the app store operator differ from these terms, the terms of the app store operator take precedence.

1.5 The software may contain links to services of third-party providers. These GTC do not apply to such services that are not provided by the Provider but by a third party. This also applies if the services are provided free of charge and/or if registration with the Provider is required to use them. For these services, only the terms used by the third-party provider or the statutory provisions in the relationship between the Customer and the third-party provider apply. In this respect, the Provider merely provides technical access to these services.

2. Provider services and storage space

2.1 The Provider enables the Customer to access the software via the internet through the app for the contractually agreed number of authorized users. The software remains on the Provider’s servers.

2.2 The scope of functions and the technical specifications of the software are described in more detail in the Provider’s current service description within the software. The Provider only owes the provision of the software with the functionalities defined in more detail in the service description. In particular, the Provider does not owe the establishment and maintenance of the data connection between the Customer’s IT system and the Provider’s server.

2.3 The Provider’s services are purely services within the meaning of Sections 611 et seq. BGB in the form of monitoring via fitness trackers. The Provider does not owe work-related services within the meaning of Sections 631 et seq. BGB or medical treatments within the meaning of Section 630a BGB (in particular diagnoses or therapies); these must be agreed separately between the Customer and its patients.

2.4 The Customer may increase or reduce the number of authorized users of the software in accordance with the Provider’s respective conditions. The access data required for the respective number of authorized users will be provided to the Customer immediately after conclusion of the contract in electronic form.

2.5 The software is updated by the Provider at irregular intervals. Accordingly, the Customer only receives a right to use the software in the current version. The Customer has no claim to the achievement of a specific state of the software.

2.6 The Provider will also provide the Customer with a user manual after conclusion of the contract. The user manual will be provided to the Customer in electronic form.

2.7 The Provider does not owe any adaptation to the Customer’s individual needs or IT environment.

2.8 The Provider provides the Customer with storage space on its servers for file storage and for using the software.

2.9 The Provider takes state-of-the-art measures for data backup. However, the Provider has no duty of safekeeping or custody. The Customer is responsible for adequate data backup.

2.10 The Customer is the sole owner of the data stored on the Provider’s servers. The Customer may request the data at any time.

2.11 The Provider does not owe any specific training success to third parties in connection with the Customer’s use of the software.

3. Changes to services

3.1 The Provider reserves the right to change the services offered or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider further reserves the right to change the services offered or to offer different services

to the extent it is obliged to do so due to a change in the legal situation;
to the extent it complies with a court judgment or an administrative decision directed against it;
to the extent the respective change is necessary to close existing security gaps;
if the change is solely beneficial to the Customer; or
if the change is purely technical or procedural in nature without material impact for the Customer.

3.3 Changes with only an insignificant impact on the Provider’s services do not constitute changes to services within the meaning of this section. This applies in particular to changes of a purely graphical nature and the mere change of the arrangement of functions.

4. Registration

- To activate and provide the software (activation), a successful online registration process (hereinafter “Registration”) is required.
- To register and create a profile, the creation of a customer account is required. The data required for the customer account results from the input mask used for registration.
- The Customer may only register once. A customer account is not transferable to third parties or employees. Otherwise, Part B Section 2.4 of these GTC applies.

5. Software availability

The Provider’s software is offered subject to availability. 100% availability is technically not feasible and therefore cannot be guaranteed by the Provider. However, the Provider endeavors to keep the service available as consistently as possible. In particular, maintenance, security or capacity concerns as well as events outside the Provider’s control (disruptions of public communication networks, power outages, hosting outages, hacking attacks, failures of telecommunication lines from the handover point to the internet, etc.) may lead to disruptions or temporary shutdown of the service.

6. Customer obligations

6.1 The Customer is obliged to use the Provider’s software properly at all times and exclusively for conducting training sessions. Without the Provider’s prior consent, it is prohibited to offer the Customer’s own training courses for using the software.

6.2 The Customer ensures that the software and hardware used by it, including workstations, routers, data communication equipment, etc., meet the minimum technical requirements for using the currently offered software version.

6.3 The Customer is obliged to protect and store the access data provided to it (so-called login data) against access by third parties in accordance with the state of the art. The Customer ensures that use takes place only within the contractually agreed scope. Unauthorized access by third parties must be reported to the Provider immediately.

6.4 The Customer may not store any data on the provided storage space the use of which violates applicable law, official requirements or orders, third-party rights, or agreements with third parties.

6.5 The content stored by the Customer on the storage space designated for it may be protected under data protection law. The Customer is responsible for checking whether its use of personal data complies with data protection requirements.

6.6 The Customer is responsible for regularly performing appropriate backups of the measurement data.

6.7 The Customer is obliged to check its data and information for viruses or other harmful components before entering them and to use state-of-the-art measures (e.g., antivirus programs) for this purpose.

6.8 The Customer is obliged to keep its data (in particular billing data) up to date at all times and, in the event of changes, to update its data itself or notify the Provider of the changes.

6.9 The Customer ensures that programs, scripts or similar installed by it do not jeopardize the operation of the Provider’s server or communication network or the security and integrity of other data stored on the Provider’s servers.

6.10 The Customer is prohibited from obtaining confidential information by means of reverse engineering. “Reverse engineering” includes all actions, including observing, testing, examining and disassembling and, if applicable, reassembling, with the aim of obtaining confidential information. The permissions for reverse engineering under Section 69d (3) and Section 69e UrhG remain unaffected.

6.11 If programs, scripts or similar installed by the Customer jeopardize or impair the operation of the Provider’s server or communication network or the security and integrity of other data stored on the Provider’s servers, the Provider may deactivate or uninstall these programs, scripts, etc. If eliminating the risk or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the internet. The Provider will inform the Customer of this measure without undue delay.

7. Moderation and restriction of content

7.1 In principle, the Provider is not obliged to proactively review content posted by customers for legality or compatibility with third-party rights or these GTC. Nevertheless, the Provider reserves the right, in individual cases on its own initiative, to review the Customer’s content for legality and, in the event of identified violations, to take measures in accordance with the following provisions.

7.2 Customers and affected third parties may report allegedly unlawful content to the Provider using the contact information in the Provider’s legal notice (e.g., by email to support@myoact.de). The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person will only be disclosed to the Customer if this is absolutely necessary.

7.3 In the case of reports and as part of reviews carried out on the Provider’s own initiative, content is generally reviewed by a human. Automated technical review procedures may additionally be used if this is necessary for efficient processing. The selection of the review procedure is based on objective, proportionate and non-arbitrary criteria. The Provider ensures that the automated procedures used are transparent and comprehensible. Customers have the right, upon request, to receive information about how the procedures used work, insofar as this is technically possible and legally permissible. Decisions based exclusively on automated procedures will, upon request of the affected Customer, be supplemented by a human review.

7.4 If, following a report or as part of a review on the Provider’s own initiative, the unlawfulness of content published by the Customer is determined, the Provider is entitled, at its reasonable discretion, to take one or more of the following measures even without prior notice or contact:

Warning of the publishing Customer;
temporary blocking or permanent deletion of the affected content;
temporary or permanent suspension of the contractually assumed obligations;
termination of the contractual relationship (ordinary or extraordinary for good cause).

7.5 When choosing the measures to be taken, the Provider will observe the principles of proportionality and weigh the interests of the affected Customer against its own interests in the unhindered, disruption-free and integrity-preserving continuation of its business activities. Criteria considered when imposing a measure include:

the statement and meaning of the specific content and its potential for infringement or risk;
the frequency with which the Customer publishes impermissible content;
the relationship between the Customer’s publication of impermissible content and its other use of the services;
if apparent, the intentions pursued by the Customer in publishing impermissible content;
if apparent, the existence and degree of fault of the publishing Customer.

7.6 If customers frequently submit obviously unfounded reports or complaints, the Provider will suspend processing of reports and complaints from these customers for an appropriate period after prior warning.

7.7 The Provider undertakes to provide customers whose content has been removed or whose access has been restricted with a clear and understandable statement of reasons for the measures taken in text form (e.g., by email). The statement of reasons includes information about the basis of the decision, the possibility to respond, and contact details for queries. The Customer has the right to request a review of the decision within 14 days of receipt of the notice.

8. Provider rights, sanctions

8.1 If the Customer violates statutory provisions or these GTC, or if the Provider has concrete indications of such a violation, the Provider is entitled, taking into account the following provisions, to

delete related entries by the Customer,
edit entries under the right to edit pursuant to the above section,
issue a formal warning,
temporarily or permanently block the Customer’s access, or
take other necessary and appropriate measures.

Which measure the Provider takes depends on the individual case and is at the Provider’s reasonable discretion.

8.2 If the Provider decides to restrict or suspend the provision of the software for a Customer with regard to individual offers, it will provide the affected Customer with a statement of reasons for this decision in text form (e.g., by email) before or at the same time as the suspension or restriction takes effect.

8.3 If the Provider decides to completely terminate the provision of the software for a Customer, it will provide the affected Customer with a statement of reasons for this decision in text form (e.g., by email) at least 30 days before the termination takes effect.

8.4 The period pursuant to the above section does not apply if the Provider

is subject to statutory or officially ordered obligations that require complete termination of the provision of the software for the Customer and do not allow compliance with the period;
effectively exercises its right to extraordinary termination of the contract for good cause;
can prove that the affected Customer has repeatedly violated the applicable GTC, which led to the complete termination of the contract.

In the above cases, the Provider will provide the affected Customer with a statement of reasons for its decision without undue delay in text form (e.g., by email).

8.5 A statement of reasons is not required in the cases regulated above if the Provider is not permitted to disclose the specific facts or circumstances and the correct reason(s) due to statutory or officially ordered obligations, or if it can prove that the affected Customer has repeatedly violated the applicable GTC, which led to the complete termination of the contract.

8.6 If a registered Customer has violated these GTC and has been permanently blocked, it is no longer entitled to use the software or to register for it again.

8.7 The Provider expressly reserves the right to take legal action due to a Customer’s violation of statutory provisions or these GTC.

8.8 The Provider is entitled to remove offers or content that do not fit the overall message of the software at its reasonable discretion. If it is determined that the removal was unjustified, the content will be restored without undue delay.

9. Granting of usage rights by the provider

The Provider holds all usage rights required to provide the software. Unless otherwise stated in the service description within the Provider’s software, the Provider grants the Customer the non-exclusive, non-transferable right, limited in time to the term of the contract, to use the software itself or through an employee. Any use beyond this, in particular the transfer of usage rights to other employees of the Customer, is not permitted.

10. Granting of usage rights by the customer

The Provider is entitled to use content and information provided to it by the Customer for the service within the scope of its contractual obligations, insofar as processing is necessary for proper performance of the services. The Customer grants the Provider, free of charge, non-exclusively and limited to the term of the contract, the usage rights required for this, in particular the right to permanently host and store, the right to reproduce, and the right to edit, and warrants that it is entitled to grant these usage rights.

11. Remuneration and payment terms

The Provider is entitled to adjust the prices for the services provided if and to the extent that the Provider’s cost base demonstrably changes due to increased costs for license fees, hosting, maintenance, personnel, statutory or regulatory requirements. The price adjustment is made exclusively to the extent of the actual cost increase, whereby the Provider will, upon request of the Customer, provide suitable evidence of the relevant cost factors and their development. The Provider will notify the Customer of any price adjustments at least four (4) weeks before they take effect in text form (by email). The Customer is entitled to object to the price adjustment in text form within two (2) weeks of receipt of the notice. If the Customer objects, the Provider is entitled to terminate the contract ordinarily with a notice period of two (2) weeks to the effective date of the price adjustment. The Customer will be expressly informed of this right in the notice. Price adjustments apply exclusively to future billing periods and are limited to a maximum of 10% per calendar year. The Provider will review the price structure at least once a year and will take into account both increased and decreased costs. A price reduction will be made if and to the extent that the cost base decreases significantly.

12. Liability for defects

- With regard to granting use of the software and providing storage space, the warranty provisions of rental law (Sections 535 et seq. BGB) apply.
- The Customer must notify the Provider without undue delay of any defects, malfunctions or damage that occur.
- Warranty for only insignificant reductions in the suitability of the service is excluded.
- Strict liability regardless of fault pursuant to Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time the contract was concluded is excluded. This does not apply to damages resulting from injury to life, body or health, or in cases of intentional or grossly negligent breach of duty by the provider.
- The customer may terminate the contract due to failure to grant contractual use only if the provider has been given sufficient opportunity to remedy the defect and this has failed. Remedying the defect is deemed to have failed only if it is impossible, if it is refused by the provider or delayed in an unreasonable manner, if there are justified doubts as to the prospects of success, or if continuation is unreasonable for the customer for other reasons.
- Otherwise, Part A, Clause 5 of these Terms and Conditions (Liability for damages) applies accordingly.

13. Indemnification

The customer warrants that the content and data stored on the provider’s servers, and their use and provision by the provider, do not violate applicable law, official orders, third-party rights, or agreements with third parties. The customer shall indemnify the provider, upon first request, against any claims asserted by third parties due to a breach of this clause and shall reimburse the costs of reasonable legal defense/enforcement. This does not apply if the customer is not responsible for the infringement. The customer shall inform the provider without undue delay if third parties assert claims against the provider that fall under the above indemnification obligation. The customer is obliged to provide the provider without undue delay with all information available to it regarding the relevant facts, completely and truthfully, in written or text form (by letter or email). Any further claims of the provider remain unaffected.

14. Contract term and termination

14.1 The contract begins upon conclusion and is entered into for an indefinite term, but at least for the minimum term agreed between the parties.

14.2 In the case of a monthly minimum term, the contract may be terminated at any time effective at the end of the minimum term. If the contract is not terminated in due time effective at the end of the minimum term, it is automatically extended by one (1) additional month each time and may then again be terminated at any time effective at the end of the minimum term.

14.3 In the case of a minimum term of one (1) year or more than one (1) year, the contract may be terminated with three (3) months’ notice effective at the end of the minimum term. If the contract is not terminated in due time, it is automatically extended each time by the minimum term agreed between the parties and may then again be terminated with three (3) months’ notice effective at the end of the respective contract term.

14.4 The right of either party to terminate the contract in whole or in part for good cause—without observing a notice period—within a reasonable time after becoming aware of the reason for termination remains unaffected. Good cause exists if facts are present which, taking into account all circumstances of the individual case and weighing the interests of the contracting parties, make it unreasonable for the terminating party to continue the contract. If the good cause consists of a breach of a contractual obligation, termination is permitted only after expiry without success of a reasonable period set for remedy or after an unsuccessful warning, unless setting a deadline is dispensable pursuant to Section 314 in conjunction with Section 323 (2) BGB.

14.5 The contract may be terminated in written or text form (e.g., by email or letter).

14.6 Services rendered up to the effective date of termination must be paid for; in the event of an extraordinary termination by the customer caused culpably by the provider, this applies only insofar as the services rendered are usable for the customer.

14.7 The provider is obliged to make all customer data available for retrieval for at least 30 calendar days after termination of the contract in a common, permanently readable and audit-proof format. The provider is entitled to store a copy of those data and use them for its own purposes that were generated indirectly or jointly with the customer in the course of performing the contract and that relate only indirectly to the customer. After expiry of the retention period, the customer’s data must be deleted unless statutory retention obligations prevent this. The provider has no right of retention with respect to the data.

15. Switching providers

If the customer wishes to switch to another provider or to an ICT infrastructure on its own premises, the following provisions on switching providers apply:

15.1 Definitions

15.1.1 “Data processing service” within the meaning of these Terms and Conditions is a digital service provided to the customer that enables broad network access on demand to a shared pool of configurable, scalable and elastic computing resources of a centralized, distributed or highly distributed nature, which can be rapidly provisioned and released with minimal management effort or minimal interaction by the provider.

15.1.2 “Digital assets” within the meaning of these Terms and Conditions are elements in digital form—including applications—for which the customer has a right of use, regardless of the contractual relationship with the data processing service it intends to switch from.

15.1.3 “On-premises ICT infrastructure” within the meaning of these Terms and Conditions means ICT infrastructure and computing resources that are owned by the customer or rented/leased by the customer and that are located in the customer’s data center and operated by the customer or a third party.

15.1.4 “Switch” within the meaning of these Terms and Conditions is a process involving the provider, the customer and, where applicable, a receiving provider of data processing services, in which the customer switches from using the provider’s data processing service to using another data processing service of the same service type or another service offered by another provider of data processing services or offered on an on-premises ICT infrastructure, including by extracting, converting and uploading the data.

15.1.5 “Exportable data” within the meaning of these Terms and Conditions are input and output data, including metadata, generated directly or indirectly through the customer’s use of the data processing service or generated jointly, excluding the provider’s or third parties’ assets or data that are protected by intellectual property rights or constitute a trade secret.

15.2 Pre-contractual information

15.2.1 Before ordering the data processing services, the provider shall provide the customer with clear information on the following points:

its standard remuneration and, where applicable, penalties for early termination;
the switching fees;
services that require a highly complex or costly switch or for which switching is not possible without significant impairment of the data, digital assets or service architecture, where relevant;
specific services for which the switching and termination obligations do not apply, where applicable;
a complete list of the categories of data and digital assets that can be transferred, including at least all exportable data;
a complete list of the categories of data that are specific to the internal functioning of the provider’s data processing service and are exempt from the data export obligation where there is a risk of infringing the provider’s trade secrets;
clear information about known risks to the continuity of providing the provider’s functions or services.
- The provider’s online register with data structures and formats, relevant standards and open interoperability specifications for data is available on the provider’s website.

15.3 Switching and exit plan

15.3.1 The parties shall agree on a switching and exit plan (hereinafter the “Plan”), which includes in particular:

details of switching and exit assistance, including porting methods and formats and the steps required to carry out the switching process;
the contact persons designated by the customer and/or the provider for implementing the Plan;
an estimate of the time required to export and transfer the data and digital assets from the original provider’s environment;
limitations and technical constraints, including those resulting from storing data outside the EU;
a description of the sequence of operations proposed by the provider;
a description of the test method proposed by the provider, if tests are carried out.

15.3.2 At the customer’s request, the provider must provide the personnel designated by the customer (or other third parties authorized by the customer) with information explaining the relevant procedures.

15.3.3 At the customer’s request, the provider undertakes either to organize a test or to support the customer in its tests to verify whether the Plan works in practice for exportable data and digital assets. If problems arise during the test, the parties will analyze the causes in good faith and work towards solutions.

15.3.4 The provider and the customer undertake to update the Plan as needed and, at least at the customer’s request, to review whether changes are required.

15.4 Initiation of the switching process

15.4.1 The customer must send the provider a switching notice observing a notice period of two (2) months, indicating that it is initiating the switch. If the customer wishes to transfer only certain services, data or digital assets, it must specify this in the notice.

15.4.2 In the switching notice, the customer must state whether it intends:

to switch to another provider of data processing services. In this case, the customer should provide the necessary details about the target provider;
to switch to the customer’s local on-premises ICT infrastructure; or
not to switch, but only to delete its exportable data and digital assets.

15.4.3 The provider will confirm receipt of the switching notice to the customer no later than within three (3) business days via the same communication channel used by the customer.

15.5 Transition period

15.5.1 The transition period is 30 calendar days and begins upon expiry of the notice period for initiating the switching process.

15.5.2. If, for technical reasons, the provider cannot meet the agreed transition period, it undertakes to:

notify the customer in writing or text form within 14 business days of receiving the termination notice;
specify an alternative transition period that must not exceed seven (7) months from the date of the customer’s termination notice; and
provide an appropriate justification for the technical impossibility.

The customer must confirm receipt of this extension notice in writing or text form within three (3) business days.

15.5.3 The customer may extend the transition period once by a period it considers appropriate for its purposes, but not longer than three (3) months. In the case of complex migrations, the parties may mutually agree on a longer period, but no more than twelve (12) months. The customer must inform the provider in writing or text form of its intention by the end of the original transition period and specify the alternative transition period. The provider will confirm receipt of such an extension notice in writing or text form within three (3) business days.

15.6 Provider obligations during the switching process

The provider undertakes to support the customer and third parties commissioned by the customer appropriately from the start and throughout the entire duration of the switching process so that the customer can switch within the agreed transition period. For this purpose, the provider must in particular:

provide capabilities, appropriate information (including documentation required to carry out the switch) and technical support. If problems are identified, the provider and the customer will analyze the causes in good faith and work towards solutions;
act with due care to maintain business continuity and continue to provide the contractual functions or services;
maintain a high level of security throughout the switching process, in particular for the security of the data during transfer.

15.7 Customer obligations

15.7.1. The customer undertakes to take all reasonable measures to achieve an effective switch. The customer is responsible for importing and implementing data and digital assets into its own systems or into the target provider’s systems.

15.7.2. The customer or third parties commissioned by it, including the target provider, undertake to respect the intellectual property rights and trade secrets in the materials provided by the provider during the switching process. The customer further undertakes to grant third parties or the target provider access to these materials and, where applicable, to grant sublicenses for their use only to the extent necessary to carry out the switching process until the end of the agreed transition period, including the alternative transition period, while observing confidentiality obligations and the intellectual property rights granted by the provider.

15.8 Recovery and deletion of data

15.8.1. The customer may retrieve or delete its data during the agreed data retrieval period. The data retrieval period is 30 calendar days and begins after expiry of the agreed transition period. The parties may agree on a longer period if this is appropriate taking into account both parties’ interests.

15.8.2. After expiry of the agreed retrieval period and upon successful completion of the switching process, the provider undertakes to delete all exportable data and digital assets generated by the customer or directly related to the customer and to confirm to the customer that it has done so. This does not apply to exportable data that the provider must retain under mandatory EU law or the law of EU Member States, provided that the provider informs the customer which exportable data it retains, for how long and for what reasons.

15.9. Remuneration for the switching process and exit fees

The provider does not charge any additional remuneration for the switching process.

15.10. Termination of the switching process

15.10.1. As soon as the customer informs the provider that the switching process has been successfully completed, the provider will promptly inform the customer of the termination of the contract. If the customer does not inform the provider of the successful switch or the absence of such a switch, even though the provider has justified reason to assume that the switch has been successfully completed by the customer, the provider may request confirmation from the customer that the switch has been successfully completed. If the customer does not confirm the successful switch within 30 business days of this request, it will be assumed that the switch was not successful, and the contract will not be terminated but will continue under the existing terms.

15.10.2 If the customer does not wish to switch but wants to delete its exportable data and digital assets, the provider undertakes to inform the customer at the end of the agreed notice period of the termination of the contract.

15.11. Termination of the contract

15.11.1. The contract is deemed terminated between the parties once one of the following events has fully occurred:

upon successful completion of the switching process;
after expiry of the notice period if the customer does not wish to switch but wants to delete its exportable data and digital assets upon termination of the service.

15.11.2. If the contract or the provider’s Terms and Conditions contain clause(s) on termination due to statutory provisions or related cases, such as the following:

a party applies for a deferral of payment or suspension of payments, or a party has been declared insolvent;
a party still has not timely fulfilled a material or other obligation under the contract that leads or could lead (either contractually or by law) to termination of the contract;
a party has learned of a change in ownership or control that leads or could lead (contractually or by law) to termination of the agreement;
the agreement is declared void due to a breach of or a change in applicable mandatory law; or
similar or identical situations or other situations that lead or could lead (contractually or by law) to termination of the agreement,

then the agreement together with the agreed services and functions will not be terminated or expire before one of the events under the above clause has clearly occurred. This does not affect any other rights or remedies available to one party against the other.

The customer may agree with the provider on success criteria for the switch as well as milestones for the switch and report on the status of their achievement during the switching process. In any case, the customer must inform the provider of the successful switch.

15.11.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith to improve the switching process and achieve successful completion, enable timely data transfer and maintain continuity of services. At the customer’s request, the provider shall support the customer in identifying the reasons for the unsuccessful switch and inform it how the identified obstacles can be removed or circumvented.

The customer will engage the target provider on its behalf at its own discretion.
Without prejudice to other remedies available under applicable law, the agreement will not be terminated or expire before successful completion of the switching process or before a corresponding decision by a competent court or a forum chosen and agreed by the parties.
In the event of conflicts or inconsistencies between these clauses and other agreements between the parties regarding termination of the contract, these clauses shall prevail.

15.11.4. The switching process is deemed successfully completed when:

the agreed notice period has expired;
the transition period has begun after expiry of the notice period;
the data retrieval period has begun after expiry of the transition period; and
data deletion has been successfully completed after expiry of the data retrieval period or after expiry of an alternatively agreed period following successful completion of the switching process.

15.11.5 If, at the end of the transition period, the customer decides not to delete all its exportable data and digital assets at the end of the agreed data retrieval period and wants to ensure they remain available for a specific additional time with limited functionality, or if the customer and the provider have agreed to maintain the contract without providing certain services unless the customer expressly instructs otherwise, this may only take place after:

the agreed notice period has expired;
the transition period has expired; and
an alternative data retrieval period and other conditions for the limited-functionality service or for maintaining the contract between the customer and the provider have been agreed (in particular, permission for the provider to delete the data after the alternative data retrieval period and/or determination of the remuneration for this additional period).

If the alternative data retrieval period and other conditions for the service during this time are proposed by the provider, the contract must not be terminated or expire before the customer, at its own discretion, has accepted the deletion and clearly confirmed that the contract has ended.

15.11.6. The right of the contracting parties to end the contractual relationship in the case of an indefinite-term contract by ordinary termination remains unaffected, provided that the reason for termination is neither a switch of provider nor—on the customer’s side—an intention to delete data.

15.11.7. If the contract was expressly concluded for a fixed term and the expiry date is reached before the switching process is completed, and the customer has not requested deletion of its exportable data and digital assets,

the transition period begins on the contract’s expiry date and the provider provides reasonable support with the switch;
the above provisions on successful or unsuccessful completion of the switching process apply accordingly.

16. Data protection

16.1. The parties will comply with the applicable data protection provisions that apply to them respectively.

16.2. If and insofar as the provider processes personal data on behalf of the customer in the course of providing services, the parties will conclude a corresponding data processing agreement upon conclusion of the main contract. In this case, the provider will act as a processor within the meaning of Art. 28(3) GDPR and will process the relevant personal data solely in accordance with these provisions and the customer’s instructions. In addition to these Terms and Conditions, special provisions of the data processing agreement separately agreed between the parties apply.

17 Amendment of the Terms and Conditions

17.1. The provider reserves the right to amend these Terms and Conditions at any time without stating reasons, unless this is unreasonable for the customer. The provider will notify the customer of changes to the Terms and Conditions in good time in text form. If the customer does not object to the applicability of the new Terms and Conditions within a period of four (4) weeks after notification, the amended Terms and Conditions are deemed accepted by the customer. In the notification, the provider will inform the customer of its right to object and the significance of the objection period. If the customer objects to the changes within the above period, the contractual relationship will continue under the original Terms and Conditions.

17.2. In addition, the provider reserves the right to amend these Terms and Conditions

to the extent the provider is obliged to do so due to a change in the legal situation;
to the extent the provider thereby complies with a court judgment or an administrative decision directed against it;
to the extent the provider introduces additional, entirely new services, service offerings or service elements that require a service description in the Terms and Conditions, unless this adversely changes the existing contractual relationship;
if the change is solely beneficial for the customer; or
if the change is purely technical or procedural, unless it has material effects for the customer.

17.3. The customer’s right of termination remains unaffected.

Part C: Special section – Hardware purchase

1 Subject matter of the contract

This special Part C of the Terms and Conditions applies to all contracts for the sale and/or delivery of hardware as well as adhesive electrodes as movable goods (hereinafter “Goods”), regardless of whether the provider manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB).

2. Delivery terms and transport damage

2.1. Goods are delivered by shipment within the delivery area specified by the provider to the delivery address provided by the customer, unless otherwise agreed between the parties. The customer’s delivery address stated during the order process is decisive.

2.2. The provider is permitted to make partial deliveries insofar as this is reasonable for the customer. In the case of reasonable partial deliveries, the provider is also entitled to issue partial invoices.

2.3. If delivery of the Goods fails for reasons for which the customer is responsible, the customer is obliged to bear the reasonable costs incurred by the provider as a result.

2.4. The risk of accidental loss and accidental deterioration of the sold Goods passes to the customer upon delivery of the Goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This also applies if the provider bears the transport costs. Transport insurance is provided only upon special request and at the customer’s expense.

2.5. If the provider cannot meet binding delivery deadlines for reasons beyond its control (unavailability of the Goods), the provider will inform the customer without undue delay and at the same time communicate the expected new delivery deadline. If the Goods are also not available within the new delivery deadline despite all reasonable efforts by the provider, the provider is entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer will be refunded by the provider without undue delay. A case of unavailability of the Goods exists in particular in the event of late or improper self-supply by the provider’s suppliers, provided that the provider has concluded a congruent hedging transaction and neither the provider nor its suppliers are at fault.

3. Prices and payment terms

If delivery is made to countries outside the European Union, additional costs may arise in individual cases. These costs are borne by the customer if the provider is not responsible for them. Such costs may include, among other things, taxes, customs duties and other public charges, as well as costs for money transfers by credit institutions (e.g., transfer fees, exchange rate fees). In some cases, individual costs listed above may also arise for deliveries to countries within the European Union if the customer makes payment from a country outside the European Union.

4. Liability for defects

4.1. Unless expressly agreed otherwise between the parties, the statutory warranty law for defects applies. Deviating from this, the following applies:

4.2. For new Goods, the limitation period for defect claims is one (1) year from the transfer of risk. The statutory limitation periods for recourse claims pursuant to Section 445a BGB remain unaffected.

4.3. At its discretion, the provider shall initially provide warranty to the customer either by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). If a replacement delivery is made under defect liability, the limitation period does not start anew.

4.4. The quality of the Goods is governed exclusively by the provider’s own product/service description and the manufacturer’s specifications incorporated into the contract; the provider assumes no liability for public statements by the manufacturer or other third parties (e.g., advertising statements).

4.5. An insignificant defect does not give rise to defect claims and does not entitle the customer to refuse acceptance of the Goods. If part of the Goods has a non-insignificant defect, this does not entitle the customer to object to the entire delivery. This does not apply if the partial delivery is of no interest to the customer. Furthermore, the provider is entitled to make subsequent performance conditional upon the customer paying the due purchase price. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect. If Goods are provided free of charge, the provider is liable for defects only insofar as intent or gross negligence can be attributed to it.

4.6. Defect claims also do not arise in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of improper or negligent handling, excessive use, unsuitable operating materials, or due to special external influences not assumed under the contract. If improper modifications or repair work are carried out by the customer or third parties, no defect claims exist for these or the resulting consequences either, unless the customer can prove that the reported malfunction was not caused by these modifications or repair work.

4.7. If the provider delivers a defect-free item for the purpose of subsequent performance, the provider may claim compensation for use pursuant to Section 346 (1) BGB from the customer. Other statutory claims remain unaffected.

4.8. The above restrictions and shortened limitation periods do not apply to claims for damages within the meaning of Part A, Clause 5 of these Terms and Conditions (Liability for damages).

4.9. If the customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the duties to inspect and give notice of defects set out in Sections 377 and 381 HGB apply. If a defect becomes apparent upon delivery, inspection or at any later time, it must be reported to the provider in writing without undue delay. In any case, obvious defects must be reported in writing without undue delay after delivery, and defects not recognizable during inspection must be reported in writing within the same period after discovery. If the customer fails to inspect and/or notify defects, the Goods are deemed approved unless the defect was not recognizable during inspection. This in turn does not apply if the provider fraudulently concealed a defect.

5. Limitation period

Customer claims against the provider become time-barred—except for the claims governed under Part C, Clause Error! Reference source not found. of these Terms and Conditions (Liability for defects)—one (1) year from knowledge of the facts giving rise to the claim, but no later than five (5) years after performance of the service, unless liability is unlimited pursuant to Part A, Clause Error! Reference source not found. of these Terms and Conditions (Liability for damages).

6. Retention of title

6.1. The provider retains title to the delivered Goods until full payment of all present and future claims of the provider arising from the purchase contract and an ongoing business relationship (secured claims). The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the provider in advance all claims against third parties arising from the resale—regardless of any combination or mixing of the goods subject to retention of title with new items—in the amount of the respective invoice amount including the statutory VAT applicable on the invoice date. The customer remains authorized to collect the claims even after the assignment. The provider’s authority to collect the claims itself remains unaffected. The provider will not collect the claims as long as the customer meets its payment obligations to the provider, is not in default, and no application for the opening of insolvency proceedings has been filed.

6.2. The customer is obliged to handle the goods subject to retention of title with care until title passes. In addition, the customer is obliged, at its own expense, to insure the goods subject to retention of title adequately against theft, fire and water damage at replacement value, insofar as this is appropriate or customary in the industry. The customer must also carry out any necessary maintenance and inspection work in good time at its own expense.

6.3. Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims. The customer must notify the provider in writing without undue delay if an application for the opening of insolvency proceedings is filed or if third parties access (e.g., seizures) the goods belonging to the provider.

6.4. In the event of breach of contract by the customer, in particular non-payment of the due purchase price, the provider is entitled, in accordance with statutory provisions, to withdraw from the contract and/or demand return of the Goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal. Rather, the provider is entitled merely to demand return of the Goods while reserving the right to withdraw. If the customer does not pay the due purchase price, the provider may assert these rights only if it has previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable under statutory provisions.

6.5. Until revoked in accordance with Clause 5.3 below, the customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.

6.5.1. The retention of title extends to the products resulting from processing, mixing or combining the Goods at their full value, with the provider deemed the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain in place, the provider acquires co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the Goods delivered subject to retention of title.

6.5.2 The customer hereby assigns to the provider, as security, the claims against third parties arising from the resale of the Goods or the product, in their entirety or in the amount of any co-ownership share pursuant to the above paragraph. The provider accepts the assignment. The customer’s obligations set out in Part C, Clause 6.4 of these Terms and Conditions also apply with regard to the assigned claims.

6.5.3 The customer remains authorized to collect the claim alongside the provider. The provider undertakes not to collect the claim as long as the customer meets its payment obligations to the provider, there is no impairment of its ability to perform, and the provider does not assert the retention of title by exercising a right pursuant to Part C, Clause 5 of these Terms and Conditions. If this is the case, however, the provider may require the customer to disclose to the provider the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents, and notify the debtors (third parties) of the assignment. In addition, in this case the provider is entitled to revoke the customer’s authorization to further resell and process the goods subject to retention of title.

6.5.4. The provider undertakes to release the securities to which it is entitled at the customer’s request, provided that the value of the securities exceeds the sum of all outstanding claims of the provider from the business relationship by more than 10% (or by more than 50% if there is a realization risk). The provider may choose which securities to release.

Part D: Special Section – Hardware Rental

1 Subject Matter of the Contract

This special Part D of the GTC applies to all rental agreements concluded between the customer and the provider regarding the hardware presented on the provider’s website (hereinafter referred to as the “Leased Object”). The inclusion of the lessee’s own terms and conditions is hereby rejected, unless otherwise agreed.

2. Provision of the Leased Object

2.1. The provider shall provide the customer with the hardware, including the manufacturer’s operating instructions.

2.2. The Leased Object is generally provided by shipping it to the delivery address specified by the customer. The delivery address specified in the provider’s ordering process is authoritative, unless otherwise agreed.

2.3. If the transport company returns the shipped Leased Object to the provider because delivery to the customer was not possible, the customer shall bear the costs for the unsuccessful shipment. This does not apply if the customer effectively exercises their right of withdrawal, if they are not responsible for the circumstance that led to the impossibility of delivery, or if they were temporarily prevented from accepting the offered service, unless the provider had announced the service to them a reasonable time in advance.

3. Rent and Payment Terms

3.1. Any additional delivery and shipping costs will be stated separately in the provider’s offer.

3.2. The rent includes the remuneration for the provision of the Leased Object as well as for its maintenance and repair.

3.3. Adjustments and/or changes to the Leased Object made at the customer’s request are to be remunerated separately, provided they are not necessary for the maintenance or repair of the Leased Object or to ensure its use in accordance with the contract.

3.4. The rent is billed as follows:

The rent is payable monthly in advance, unless otherwise agreed between the parties. The obligation to pay the rent begins with the provision of the Leased Object to the customer. Any additional delivery and shipping costs are to be paid together with the first month’s rent.
The customer can choose between different payment methods for the payment of the rent, which are specified on the provider’s website. Any additional delivery and shipping costs are to be paid together with the rent.

3.5. In all other respects, Part A Section 3 of these GTC (Remuneration and Payment Terms) shall apply.

4. Use of the Leased Object, Transfer of Use to Third Parties

4.1. The Leased Object may only be used for the contractually agreed purposes.

4.2. The Leased Object is provided for the exclusive use of the customer or an employee of the customer to whom the provider’s software is contractually provided in accordance with Part B Section 2.4 (Provider Services and Storage Space) and Section 9 (Granting of Rights of Use by the Provider) of these GTC. The customer is not entitled to transfer the use of the Leased Object to another employee or third party without the provider’s permission, in particular to rent or lend it out.

5. Obligations of the Customer

The customer must treat the Leased Object with care and protect it from damage. They will follow the provider’s maintenance, care, and usage instructions within the scope of what is reasonable. Markings on the Leased Object, in particular signs, numbers, or inscriptions, must not be removed, altered, or made unrecognizable.

6. Changes to the Leased Object

6.1. The provider is entitled to make changes to the Leased Object, provided these serve its preservation. Improvement measures may only be carried out if they are reasonable for the customer and do not impair the contractually agreed use of the Leased Object. The provider must inform the customer of such measures in good time in advance. If the customer incurs expenses due to these measures, these are to be reimbursed by the provider.

6.2. Changes and additions to the Leased Object by the customer require the prior consent of the provider. This applies in particular to additions or installations as well as the connection of the Leased Object with other objects. Upon return of the Leased Object, the customer shall restore the original condition at the provider’s request.

7. Provider’s Maintenance Obligation, Customer’s Rights in Case of Defects

7.1. The provider is obliged to maintain the Leased Object in a condition suitable for the contractually agreed use for the duration of the rental period and to carry out the necessary maintenance and repair work. The corresponding measures are carried out at regular maintenance intervals and when defects, malfunctions, or damage occur. The provider must be granted the necessary access to the Leased Object for this purpose.

7.2. The customer must notify the provider immediately of any defects, malfunctions, or damage that occur.

7.3. Defects are remedied by free rectification or repair of the Leased Object. The provider must be allowed a reasonable period of time for this. With the customer’s consent, the provider may replace the Leased Object or individual components of the Leased Object for the purpose of remedying defects. The customer will not unreasonably withhold their consent to this.

7.4. Termination by the customer in accordance with Section 543 (2) Sentence 1 No. 1 of the German Civil Code (BGB) due to failure to grant contractually agreed use is only permissible if the provider has been given sufficient opportunity to remedy the defect and this has failed. A failure to remedy the defect can only be assumed if it is impossible, if it is refused by the provider or delayed in an unreasonable manner, if there are justified doubts regarding the prospects of success, or if it is unreasonable for the customer for other reasons.

7.5. The lessee’s rights due to defects are excluded if the lessee makes or has changes made to the Leased Object without the provider’s consent, unless the customer proves that the changes do not have any unreasonable effects on the analysis and rectification of the defect for the provider. The customer’s rights due to defects remain unaffected if the customer is entitled to make changes, in particular within the scope of exercising the right of self-remedy in accordance with Section 536a (2) BGB, and these were carried out professionally and documented in a traceable manner.

8. Contract Term, Termination of the Rental Relationship

8.1. The rental relationship is concluded for a fixed term and ends automatically upon expiry of the agreed rental period. The rental period is communicated to the customer in the provider’s offer.

8.2. The rental period begins with the provision of the Leased Object to the customer.

8.3. The customer’s right to extraordinary termination in accordance with Section 543 (2) Sentence 1 No. 1 BGB due to failure to grant contractually agreed use, as well as the right of each party to extraordinary termination for good cause, remains unaffected.

8.4. In all other respects, Part B Section 14 of these GTC (Contract Term and Termination) shall apply accordingly.

9. Return of the Leased Object

9.1. Upon termination of the contractual relationship, the customer must return the Leased Object to the provider in proper condition.

9.2. The customer must reimburse the costs for restoration in the event of damage or defects to the Leased Object for which they are responsible.

9.3. If the customer is obliged to return the Leased Object under the contract, they shall bear the costs for the return transport of the Leased Object, unless otherwise agreed between the parties.

9.4. If the agreed rental period is exceeded, the customer is obliged to pay the provider an amount corresponding to the agreed rent for each day of the delay. The provider expressly reserves the right to assert further damages.

10. Other Provisions

In all other respects, Part B Section 12 (Liability for Defects) and Section 17 (Amendment of the GTC) of these GTC shall apply accordingly.

General Terms and Conditions of MYOact GmbH

General Terms and Conditions of MYOact GmbH

Table of Contents

Part A: General Section

Part B: Special Section – Provision of the software “myoact EMG Biofeedback Training”

Part C: Special Section – Hardware purchase

Part D: Special Section – Hardware rental

Part A – General Section

Part B: Special Section – Provision of the software “myoact EMG Biofeedback Training”

Part C: Special section – Hardware purchase

Part D: Special Section – Hardware Rental