Terms

General Terms and Conditions for the use of fintract

Provided by:
 
fino data services GmbH
Universitätsplatz 12
34127 Kassel

1. Introduction

   1. These General Terms and Conditions regulate the relationship between the company fino data services GmbH (hereinafter referred to as “Operator” or “fino”) and the client/Customer. The present General Terms and Conditions (GTC) shall apply – if necessary supplementary to individual contractual agreements – to the use of the service “fintract” (hereinafter referred to as fino service) of fino data services GmbH. For individual parts of the product supplementary or deviating special terms and conditions may apply. Every natural or legal person who has legally registered for the above-mentioned service and whose order has been accepted by the Operator is considered as a Customer. The offer is directed exclusively to entrepreneurs in the sense of § 14 BGB (German Civil Code) with their registered office in Germany. Consumers in the sense of § 13 BGB are not eligible to participate. These General Terms and Conditions regulate the relationship between the Operator and the Customer. For the use of the Service, only these General Terms and Conditions apply, together with any individual contractual supplementary agreements, as well as the correspondingly agreed prices. Deviating general terms and conditions of the Customer shall only become part of the contract if their validity has been expressly agreed to in writing. These GTC and the agreed prices shall also apply if the Operator provides services without reservation in the knowledge of deviating general terms and conditions of the Customer. This GTC only regulates the service relationship between fino and the Customer. In the relationship with employees of the Customer, fino acts only as a vicarious agent of the Customer. Mit Abschluss des Vertrages und Entgegennahme der damit verbundenen Dienstleistung erklärt sich der Kunde mit der Geltung der Allgemeinen Geschäftsbedingungen einverstanden.
   2. The Operator is entitled to make changes to the service description or the General Terms and Conditions and other conditions. The Operator will make these changes only for valid reasons, in particular, due to new technical developments, changes in case law, or other equivalent reasons. If individual provisions put the Customer in a worse position in such a case, the Operator grants the Customer an extraordinary special right of termination of the contract, which is not bound to any deadline. If the contractual balance between the parties is significantly disturbed by the change, the change shall not be made. Amendments to these contractual terms and conditions shall be offered to the Customer for acceptance no later than two months before they take effect. Acceptance of an amendment to these contractual terms and conditions shall be deemed to have been given if the Customer has not given notice of rejection before the stated date on which the amendment is to take effect.

2. Subject Matter of Service

   1. The fino service consists of the following service components:
      • fintract is a REST API service for fast and easy OCR data extraction from documents in real-time (the different document types suitable for the service can be seen in the Customer Center).
      • fintract processes the following data input formats: pdf, tiff, jpeg, png.
      • fintract transmits the data determined from the documents to the user in JSON format.
   2. The Operator provides the Customer with the software solution in the respective current version via the Internet for use against payment for the subscription period. For this purpose, the Operator stores the software on a server that is accessible to the Customer via the Internet. Updates are included in the subscription.
   3. After further development, the respective current functional scope of the software results from the service description on the website of the Operator at www.fintract.io.
   4. The Operator shall continuously monitor the functionality of the Software and shall immediately eliminate any software errors that restrict the use of the Software or make it impossible, by the technical possibilities.

3. Utilization

   1. The use of the Service is only permitted to legal entities or other commercial Customers. The Service is intended for entrepreneurs. Consumers in the sense of § 13 BGB (German Civil Code) are excluded from the use.
   2. The contract for the use of the offered services is concluded when a representative authorized by fino accepts the order placed by the Customer. The acceptance shall be confirmed in writing or implied by the first act of performance. The Operator is entitled to refuse the conclusion of the contract without giving reasons. As far as the Operator uses third parties for the fulfillment of the agreed service, they do not become contractual partners of the Customer.
   3. The Customer undertakes to provide only truthful information about himself and, if applicable, about his company when registering for the Service and to keep his data up to date at all times. Registration under false names and first names, false addresses, and fictitious e-mail accounts is not permitted. In case of obviously fictitious information, the Operator reserves the right to delete the account/stop the service provision.
   4. The Customer undertakes not to misuse the Service, in particular not to introduce data into the system that contain a computer virus (infected software) and not to use it in a way that negatively affects the availability of the Service for other Customers. The Customer is responsible for the content of the documents.
   5. The Customer is obliged to report any functional failures, malfunctions, or impairments immediately and as precisely as possible.
   6. The Customer is obliged to ensure that unauthorized third parties do not gain access to the user account. For this purpose, it is recommended to log out of the application when leaving the workplace. The Customer is obliged to keep access data and security features secret and to ensure that no unauthorized third party comes into possession of these access data. These must be stored in such a way that misuse of the data by third parties is not possible. Personal passwords must be changed regularly, at least once a year.
   7. If there is a suspicion that the confidentiality of the access data has been compromised, the Customer is obliged to inform the Operator of this immediately so that appropriate measures can be taken (e.g. allocation of new access data or temporary blocking of access).
   8. The Customer is obliged to cooperate as a whole insofar as this is necessary for the proper performance of the services. In particular, the Customer shall provide, without being requested to do so, all documents necessary for the performance of the Services in full and in such a timely manner that they can be processed within a reasonable period of time. The same applies to the provision of information about all processes and circumstances that may be of importance for the performance of the services.
   9. The Customer shall be obligated to comply with the instructions for the installation and use of the software provided and to create the specified system requirements.
   10. The Customer shall be solely responsible, if and to the extent that the Customer provides the Operator with data such as receipts, etc., in particular for the purpose of generating data records, for ensuring the correctness of the pre-systems used by the Customer from a tax and other legal point of view as well as the correctness and completeness of the data transmitted to the Operator; this shall apply in particular to the verification of the correctness of the reading in of data by means of OCR technology. The verification of the correctness and completeness of the scanning of data by means of OCR technology of the transmitted data is not included in the contractual relationship, unless otherwise stipulated by individual agreement.
   11. The Customer is liable for all breaches of duty by third parties who commit breaches of duty in the sphere controllable by the Customer unless the Customer proves that he is not responsible for the breaches of duty.
   12. For the use of the services offered by the Operator, a functioning internet connection is necessary.

4. Subcontractor

   The Contractor shall use certain sub-service providers to perform the Service. The conditions for the inclusion or deletion of sub-service providers shall be determined by the Appendix Sub-Service Providers.

5. Fees

   1. The usage fees are determined by the selected usage model and the current price conditions stored in the Customer area or individual contractual supplementary agreements.
   2. All prices are subject to the statutory value-added tax of currently 19%. All payments are to be made in advance.
   3. The Customer may only offset claims of the Provider against uncontested or legally binding claims. The same applies to the assertion of a right of retention as well as the defense under §§ 634a para. 4, 438 para. 4 BGB.

6. Data Protection and Data Security

   1. The Operator complies with the provisions of the EU General Data Protection Regulation. To meet these requirements, the following agreements are additionally concluded for the use of the service:
      A valid data protection declaration together with attachments can be viewed on the website of the Operator www.fintract.io and is available for download there.
      For companies subject to the EU-GDPR: An data processing agreement (DPA) between fino data services GmbH and the Customer can be requested from the Operator.
   2. The Operator undertakes to maintain the strictest secrecy about all confidential processes business or trade secrets of the Customer, which come to its knowledge during the preparation, execution, and fulfillment of the contract, and to neither pass them on nor exploit them in any other way.
   3. The Operator shall act as a service provider for Customers who are subject to professional confidentiality. Employees and sub-service providers who support the Operator in the fulfillment of the contract in this regard may fall under the scope of § 203 StGB (German Criminal Code) in addition to the Operator and are accordingly instructed by the Operator by the new legal requirements and obligated to maintain confidentiality.
   4. The Operator shall, in full knowledge of the penal consequences of a breach of the duty of confidentiality under Section 203 of the German Criminal Code (imprisonment of up to one year or a fine) and the otherwise applicable legal provisions, protect third party secrets of Customers that are made accessible to it.
   5. The Operator undertakes to obtain knowledge of third-party secrets within the meaning of the above paragraph only to the extent that this is necessary for the performance of the contract.
   6. When using additional persons, the Operator undertakes to oblige them to maintain confidentiality in text form, informing them of the penal consequences of a breach of duty, insofar as they could gain knowledge of third party secrets within the meaning of this agreement in the course of their activities.
   7. To ensure the protection of the Customer, all communication with fintract is encrypted via the HTTPS protocol.
   8. The Operator is obliged to take appropriate precautions against data loss and to prevent unauthorized access by third parties to the Customer’s data.
   9. To back up all the Customer’s data generated during the use, the Operator creates a backup twice a day. This backup is stored on other servers, which have multiple redundant backups. This backup provides a safeguard against system failures. The Customer has no right to restore data that he has deleted himself. When and if the Operator restores data is at the discretion of the Operator. The Customer is obliged to back up his data himself, e.g. by regular exports.
   10. The Customer shall in any case remain the sole owner of the data and may therefore demand from the Operator the surrender of all data at any time, in particular after termination of the contract, without any right of retention on the part of the Operator. The surrender of the data shall be effected using transmission via the data network. This provision and release of data and its invoicing shall be carried out according to agreement and expenditure. The Customer has no right to also receive the software suitable for the use of the data.
   11. Special provisions apply to the transfer of personal data. These are contained in the Data Protection Policy and described in the DPA.

7. Warranty

   The Operator warrants the functional and operational readiness of the SaaS service and that the Customer can use the contractual software without infringing the rights of third parties. The warranty for material defects does not apply to defects that are based on the fact that the contractual software is used in a hardware and software environment that does not meet the requirements or for changes and modifications that the Customer has made to the software without being authorized to do so by law, contract or based on a prior written consent of the Operator.

8. Liability of fino

   1. The Operator is not liable for damages, especially loss of data, or damages to software or hardware or financial losses resulting from his performance unless these are based on gross negligence or intentional actions of the Operator, his vicarious agents, or his legal representatives. For damages to health, body, or life as well as claims for damages arising from the Product Liability Act, the Operator is liable without limitation. Likewise, the Operator is liable for the violation of obligations that are of particular importance for the achievement of the purpose of the contract (cardinal obligations), in which case the liability is limited to the amount of the typically foreseeable damage.
   2. The Operator is not liable for the unauthorized acquisition of personal Customer data by third parties (e.g. through unauthorized access to the database by hackers). The Operator can also not be held liable for the fact that data and information, which the Customer himself has made available to third parties, are misused by them.
   3. The Customer alone is responsible for the contents of his stored files. It is his responsibility to ensure that no files are stored that violates applicable law. The Operator disclaims any responsibility for the stored files of the Customer.
   4. In the event of an infringement of third-party rights by a contracting party, the latter shall indemnify the respective other contracting parties against all resulting claims and claims for damages as well as the costs of legal defense in an appropriate amount against proof. The indemnification shall be subject to the condition that the contracting party against which a claim is made shall only settle or acknowledge the claims asserted by the third party with the prior written consent of the respective other contracting parties.
   5. The Operator is entitled to immediately block the account if there is reasonable suspicion that the stored data is illegal and/or violates the rights of third parties. Reasonable suspicion of illegality and/or infringement of rights exists if courts, authorities, and/or other third parties inform the Operator thereof. The Operator must inform the Customer immediately about the removal and the reason for it. The block is to be lifted as soon as the suspicion is invalidated.
   6. The Operator is not liable for the fiscal and legal correctness of the data created or sent by the Customer. Furthermore, the Operator does not provide any tax or legal advice within the meaning of the Tax Advisory Act (StBerG) or Legal Services Act (RDG).
   7. The Operator stores the created results and regularly creates data backups. During this period, the Customer can pull the data – depending on the agreed scope of services – via the API or receive it pushed. The Operator shall take all reasonable economically justifiable measures to ensure the data security of the stored data. However, the Operator is not liable for the permanent storage of the data. In particular, the Operator shall not be liable for compliance with the retention periods applicable under tax and commercial law (§§ 238, 257 HGB; § 147 AO) during the term of the contract.
   8. fino shall not be liable for damages caused by disruption of operations (e.g. bomb threat, server failure), in particular as a result of force majeure (e.g. war and natural events), as well as other incidents for which fino is not responsible (e.g. strike, lockout, traffic disruption, failure of communication networks or gateways of other Operators, as well as disruptions in the area of other telecommunication or service providers), or which occur due to orders of domestic and foreign authorities.
   9. fino maintains a constantly monitored server system for its applications via its provider/provider, which, if the system is running properly, enables the user to access the areas intended for him at any time. In case of a system failure, which is neither based on intentional nor grossly negligent behavior on the part of fino or

9. Responsibility for third Party Data

   The use is solely the responsibility of the Customer. In particular, the Operator assumes no responsibility for any violations by the Customer of agreements between the Customer and third parties that prohibit the use or upload.

10. Support and Customer Service

    The Operator will answer inquiries (via ticket system or e-mail) of the Customer regarding the use of the contractual software as soon as possible after receipt.

11. Notifications

    The contractual partners are obligated to notify the other contractual partner of changes of address without delay by e-mail or via the contact form at support@fintract.io or www.fintract.io, otherwise notifications to the address last notified shall be deemed to have been received with legal effect.

12. Termination of the Contractual Relationship

    1. The terms and periods of notice of the booked usage models shall be determined by the price conditions stored in the Customer portal or individual contractual supplementary agreements.
    2. Both parties are free to terminate the contract without notice for good cause. An important reason for the Operator exists if:
       • insolvency proceedings are opened against the Customer’s assets or the opening of insolvency proceedings has been rejected for lack of assets,
       • the Customer is in arrears with payment obligations arising from this contractual relationship to the extent of at least two months’ fees and has been reminded unsuccessfully by setting a grace period and threatening to terminate the contract,
       • the Customer culpably violates legal regulations or infringes copyrights, industrial property rights, or the rights to a name of third parties when using the contractual service, or
       • the Customer carries out or supports criminal, illegal, or ethically questionable actions when using the distributed service.

13. Final Provisions

    1. The contract existing between the contracting parties shall be governed by the laws of the Federal Republic of Germany, subject to mandatory international private law provisions, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance shall be Kassel. The exclusive place of jurisdiction shall be Kassel, provided that each party is a merchant or a legal entity under public law.
    2. Only undisputed or legally established claims may be offset against claims of the Operator.
    3. This GTC is valid from 16.12.2021.