Terms of Service

(1) These Terms of Service ("Terms") govern the use of the Software-as-a-Service application "DealPipe" provided at app.deal-pipe.de (the "Service") between Deal Pipe UG (haftungsbeschränkt), Zeppelinstraße 51, 14471 Potsdam, Germany, with registered seat in Berlin, registered with the local court of Berlin-Charlottenburg (Amtsgericht Charlottenburg) under HRB 287731 B (the "Provider"), and the customer.

(2) The Service is offered exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code, legal entities under public law and special funds under public law. Consumers may not use the Service.

(3) Deviating, conflicting or supplementary terms of the customer shall only become part of the contract if the Provider has expressly agreed to their validity in writing.

(4) Where the Provider concludes a separate software license agreement with the customer, these Terms apply in addition; in the event of conflict, the provisions of the license agreement prevail.

(1) The contract is concluded upon the customer's registration on the website and acceptance of these Terms and the Privacy Policy.

(2) The Provider may grant a free trial of up to 7 days. During the trial no specific functions or availability are owed; the trial ends automatically.

(1) The Provider makes the Service available over the internet. The scope of functions and price depend on the plan chosen at the time of conclusion of contract according to the price list at deal-pipe.de.

(2) The Provider may continuously develop the Service and add, modify or discontinue individual functions, provided that (a) there is an objective reason (in particular technical development, remediation of security risks, changes in the law, discontinuation or change of third-party services, or only insignificant use of the function concerned), (b) the core functions of the chosen plan are preserved, and (c) the change is reasonable for the customer. The Provider will announce the discontinuation without replacement of an essential function at least three months in advance in text form; such discontinuation entitles the customer to terminate the contract effective at the time the function is removed.

(3) The Provider owes an availability of 99.5% on an annual average. Scheduled maintenance windows, outages caused by force majeure and outages of upstream providers that the Provider is not responsible for and that occur despite careful selection and monitoring of the upstream providers are excluded. A guaranteed availability level (SLA) beyond this may be agreed separately for Enterprise customers.

(1) The customer receives a non-exclusive, non-transferable right limited to the term of the contract to use the Service for internal business purposes.

(2) The customer must not use the Service to:

• violate applicable law (in particular data protection, copyright, criminal law),
• reverse engineer, decompile or circumvent security mechanisms,
• interfere with the Service via automated access (scraping, load testing without consent),
• introduce malware or exploit vulnerabilities.

(3) The customer is responsible for all actions of users (employees, sub-distributors, partners) to whom the customer grants access.

(1) All data uploaded by the customer ("Customer Data") remains the property of the customer or the respective rights holder.

(2) The customer is solely responsible for the lawfulness of the collection, processing and transmission of Customer Data to the Service, including any required consents and rights of third parties.

(3) Where the Provider processes personal data of third parties on behalf of the customer, the separately concluded Data Processing Agreement (available on request at kontakt@deal-pipe.de) applies.

(1) The Service is a technical tool supporting commercial users. Evaluations, investment analyses, exposés and calculations produced by the Service (in particular regarding depreciation, taxes and financing) are non-binding computational aids based on the data provided by the customer and the assumptions configured. They do not constitute tax, legal or investment advice or investment brokerage and do not replace such advice. The decision to use any results vis-à-vis third parties rests solely with the customer.

(2) The automated evaluation of documents (e.g. declarations of division, annual statements, energy certificates) uses AI methods. Despite careful development, extracted data and calculation results may be incomplete or incorrect. The customer must have all results reviewed by a qualified person for accuracy and completeness before passing them on to third parties or using them as a basis for decisions. The Provider remains obliged to ensure that the Service applies the configured calculation formulas and rules correctly to the data entered; an error in this application constitutes a defect.

(3) The Provider is not liable for damages resulting from the customer using or passing on unreviewed results of the Service, except in the cases of § 9 (1).

(1) Prices in effect at the time of conclusion of contract apply. Unless otherwise agreed, all prices are net prices plus VAT.

(2) Invoicing is monthly in advance; invoices are issued electronically.

(3) In the event of default, the Provider may charge statutory default interest and, after prior reminder, suspend access to the Service.

(4) The Provider may adjust prices at most once per calendar year with 8 weeks notice, effective at the start of a billing period. An adjustment is permitted exclusively to compensate for changes in (i) the German consumer price index (VPI, Federal Statistical Office) and (ii) the demonstrated costs of third-party providers used to deliver the Service (in particular hosting, AI services, infrastructure, payment providers); no other grounds entitle the Provider to a unilateral adjustment. The adjustment may not exceed the actual change; increasing the Provider's profit margin through this clause is not permitted. If the relevant costs or the VPI decrease, the Provider is obliged to reduce prices by the same standards and to the same extent; increasing and decreasing factors are taken into account uniformly and on a netted basis. The notice sets out the relevant parameters, their change and the resulting calculation in a comprehensible manner. For every increase the customer has a special right of termination effective when the increase takes effect, which the notice will point out separately; if exercised, the previous price applies until the end of the contract. During an ongoing minimum term (annual billing) price adjustments only take effect at the start of the next renewal period.

(5) The customer may only set off claims, or exercise a right of retention, that are undisputed or have been finally adjudicated.

(1) The contract is concluded for an indefinite period; term and notice period depend on the chosen billing model (monthly or annual).

(2) With monthly billing, either party may terminate with one month notice to the end of a billing month. With annual billing the minimum term is 12 months from the start of the contract; it renews automatically for further 12-month periods unless terminated in text form at least 30 days before the end of the respective term.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) After contract end the customer can export Customer Data within 30 days; thereafter the data is deleted in accordance with the Privacy Policy, unless statutory retention obligations apply.

The agreed quality is determined by the then-current product description. The customer acknowledges and accepts that the Service is continuously developed, that individual functions may be provided as preview (beta) versions, and that it may exhibit occasional errors or limitations due to its development stage; such characteristics do not constitute a defect within the agreed scope as long as the essential functionality and the availability under § 3 are maintained. No guarantee as to specific characteristics or durability is given unless expressly agreed in writing. There is no warranty claim for immaterial deviations or impairments caused by circumstances outside the Provider's responsibility.

(1) The Provider is liable without limitation for intent and gross negligence, for damages arising from injury to life, body or health, and under the German Product Liability Act.

(2) For slightly negligent breach of material contractual obligations ("cardinal duties"), liability is limited to the foreseeable damage typical for this type of contract.

(3) Otherwise, liability for simple negligence is excluded. In particular the Provider is not liable for loss of profits, indirect or consequential damages.

(4) The Provider is not liable for loss of data to the extent such loss would have been avoidable by proper backups maintained by the customer.

(5) Liability under paragraph 2 is capped, per contract year, at the net amount actually paid by the customer in the most recent contract year, but no less than EUR 10,000. Liability under paragraph 1 remains unaffected.

Each party shall keep confidential information of the other party confidential for an unlimited period and shall not disclose it to third parties or use it for its own purposes.

Neither party is liable for delays or failures resulting from force majeure (natural disasters, war, pandemics, governmental orders, large-scale internet or power outages, upstream provider outages).

The Provider may amend these Terms with effect for the future where objectively justified (legal changes, case law, new features) and where this does not unreasonably disadvantage the customer. Changes are communicated at least 30 days before they take effect; if the customer does not object within that period the changes are deemed accepted (the customer will be informed of this consequence in the notice). If the customer objects, either party may terminate the contract effective on the date the change was to take effect.

(1) This contract is governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) Exclusive place of jurisdiction is — to the extent permitted by law — Berlin.

(3) Should any provision be or become invalid, the validity of the remaining provisions shall not be affected.