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Terms and Conditions of sourcenet.io UG (haftungsbeschränkt)

Last updated: [date of publication]

This English version is provided for your information. Only the German version (Allgemeine Geschäftsbedingungen) is binding.

1. Scope and provider

  1. These Terms and Conditions apply to all contracts for the use of the software services of sourcenet.io, currently Capture, a web application in which procurement teams capture, plan and evidence savings. Your contractual partner is sourcenet.io UG (haftungsbeschränkt), Paul-Klee-Str. 14, 40822 Mettmann, Germany, registered with the commercial register of the Local Court (Amtsgericht) of Düsseldorf under HRB 107995 (“we”).
  2. Our offer is directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“you”). By ordering, you confirm that you are entering into the contract in the course of your trade, business or profession.
  3. Your own terms and conditions do not apply, even if we do not expressly object to them.

2. Ordering through Paddle

  1. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle handles all enquiries about orders and payment and processes refunds.
  2. You buy the subscription from Paddle, under Paddle’s buyer terms. Paddle issues the invoices, collects the payments and accounts for VAT.
  3. These Terms govern your use of Capture. The contract of use between you and us is concluded as soon as Paddle has confirmed your first payment and we have activated your workspace. You will receive an e-mail when this happens.

3. Our services

  1. We provide Capture for use over the internet (software as a service). Its features are described on the product and pricing pages at www.sourcenet.io at the time of your order.
  2. A subscription covers one workspace. You may invite as many people into a workspace as you like, such as your own staff, your clients or consultants, and give each of them one of the roles provided.
  3. We continually develop Capture and may change, replace or discontinue features as far as this is reasonable for you and the core of the service is preserved: to capture, plan and evidence savings. If a feature that you use to a significant extent is removed, we will announce this in text form at least six weeks in advance. You may then terminate the contract with effect from the date of the change; we refund the price for any paid time after that date pro rata.
  4. Consulting, training and set-up are not part of our services unless agreed separately. You are responsible for your internet connection, your devices and an up-to-date browser.

4. Account and workspace

  1. Whoever orders a workspace is its owner. The owner manages the subscription, assigns roles and can archive the workspace.
  2. Keep your login details secret. If you suspect that someone is misusing them, change your password and let us know.
  3. You ensure that the people you invite use Capture only in accordance with these Terms.

5. Prices and payment

  1. The prices stated at www.sourcenet.io at the time of your order apply, plus VAT at the statutory rate. You pay in advance for the billing period you choose, one month or one year, using the payment methods Paddle offers in the order process.
  2. Introductory offer: New customers pay the reduced price shown on the pricing page for the first three months of a monthly subscription. The offer applies once per customer, not once per workspace. We remind you by e-mail seven days before it ends; after that, the regular price applies automatically.
  3. If Paddle cannot collect a payment, it will try again; you keep full access in the meantime. If the payment finally fails, the subscription ends and the workspace is archived (Section 8).
  4. Price guarantee: If we promised you a price guarantee when you ordered, you keep your price for as long as the subscription runs without a break.
  5. Otherwise, we change the price of a running subscription only with notice in text form at least six weeks before the next renewal date. Until then, you may cancel; we will point this out in the notice.

6. Refunds

  1. Within 30 days of any payment, you may ask for that payment back without giving a reason. Contact Paddle (through the link in your payment confirmation) or us; Paddle refunds the amount.
  2. With the refund, the subscription ends and the workspace is archived (Section 8). Your data is kept.

7. Term and termination

  1. The subscription runs for one month or one year and renews for the same period unless it is cancelled.
  2. You may cancel at any time with effect from the end of the current billing period: in Capture, by archiving the workspace, in Paddle’s customer portal, or in text form to hello@sourcenet.io.
  3. We may terminate with three months’ notice to the end of a billing period.
  4. Both parties’ right to terminate for good cause remains unaffected. Good cause for us includes, in particular, a serious breach of Section 10 that you do not remedy despite being asked to.
  5. Switching provider: If you want to switch to another provider or to your own infrastructure (Articles 23 et seq. of the EU Data Act), you may terminate with two months’ notice, even during an annual subscription. We refund any paid time after the end of the contract pro rata. We charge nothing for the switch.

8. Your data, archive and deletion

  1. The data that you and the people you invite enter or upload in Capture belongs to you. You grant us only the rights we need to provide the service, such as storing, displaying and backing it up.
  2. We process personal data in your workspace on your behalf. The data processing agreement (DPA, Auftragsverarbeitungsvertrag) forms part of this contract. You are responsible for the lawfulness of the data you enter.
  3. Export: On request, we provide the data of your workspace at any time in a common, machine-readable format, with attachments in their original format, free of charge.
  4. Archive: When a subscription ends, the workspace is archived; the same applies when its owner archives it. An archived workspace remains readable for everyone who had access, with all evidence and the complete change log. New data can only be entered again once an administrator of the workspace reactivates it with a new subscription. Whoever takes out that subscription becomes the owner; the previous owner receives an e-mail about it.
  5. Retention: We keep an archived workspace until its owner asks us to delete it. If nobody has logged in for five years, we ask the owner once by e-mail whether they still need the workspace. If they do not reply within three months, we delete it. Before any deletion, we offer an export. After a termination, you will in any case have at least 30 days to retrieve your data.
  6. Deletion on request: If the owner asks us to delete the workspace, we do so within 30 days. Copies in our backups are overwritten as the backups expire, after 14 weeks at the latest.

9. Rights of use

For the duration of the subscription, you and the people you invite receive the simple, non-transferable right to use Capture as intended. You receive no further rights in the software.

10. What is not allowed

  1. You and the people you invite may not use Capture to store or distribute unlawful content, to infringe the rights of third parties, or to upload malware.
  2. It is also not allowed to circumvent security mechanisms, to access other workspaces, to query or load Capture automatically without our consent, or to copy, decompile or modify the software, except where the law expressly permits it (Sections 69d and 69e of the German Copyright Act, UrhG).
  3. In the event of a breach, we may block the access of the person concerned as far as necessary. We will inform you and lift the block as soon as the breach has been remedied.

11. Availability

  1. Capture is available 99% of the time on a monthly average, measured at the exit of our hosting provider’s data centre.
  2. Not counted are maintenance windows announced at least 24 hours in advance and outages caused by circumstances beyond our control, such as force majeure or disruptions of the internet outside our systems.
  3. If availability falls short, you have the statutory rights, in particular to reduce the price and to terminate. We do not grant service credits or contractual penalties.

12. Defects

  1. Please report defects without undue delay in text form, with a description of how they occur. We remedy defects within a reasonable period.
  2. Strict liability for defects that already existed when the contract was concluded (Section 536a(1), first alternative, BGB) is excluded.

13. Liability

  1. We are liable without limitation for intent and gross negligence, for injury to life, body or health, under any guarantee we have given, and under the German Product Liability Act.
  2. For simple negligence, we are liable only for the breach of essential contractual obligations, i.e. obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment you may regularly rely. Our liability is then limited to the damage that is typical for the contract and foreseeable.
  3. In the cases of paragraph 2, our liability for the loss of data is limited to the effort needed to restore it from our backups.
  4. These rules also apply to the personal liability of our employees, representatives and vicarious agents. Liability under Article 82 GDPR remains unaffected.

14. Confidentiality

Both parties treat the other party’s confidential information as confidential, also after the end of the contract, and use it only for this contract. This does not apply to information that is publicly known, that a party has lawfully received from third parties, or that it must disclose because of legal or regulatory obligations.

15. Changes to these Terms

  1. We may change these Terms for the future if the law or our services change. We announce every change in text form at least six weeks before it takes effect.
  2. If you do not object before the change takes effect, the new Terms apply. We will point out this consequence and your right to object in the notice. If you object, the contract continues under the previous Terms; we may then terminate it with effect from the end of the current billing period.
  3. Price and scope of service do not change under this Section, only under Section 3(3) and Section 5(4) and (5).

16. Final provisions

  1. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction for all disputes arising from this contract is our registered office if you are a merchant, a legal entity under public law or a special fund under public law. We may also sue you at your registered office.
  3. The language of the contract is German. We provide this English version for your information; in case of doubt, the German version prevails.
  4. Notices under this contract may be given in text form, for example by e-mail to hello@sourcenet.io.
  5. If any provision of these Terms is invalid, the rest of the contract remains valid (Section 306 BGB).

Annex: Data processing agreement (DPA)