Terms & Conditions — Solid Labs GmbH

General
Conclusion of contract for the use of the “Voices Software”
User access (account), obligations of the user
Availability of the services
Troubleshooting
Scope of services, proper use, blocking
Liability
Contract term and termination
Remuneration
Data protection
Confidentiality
Final provisions

1 General

1.1 We, Solid Labs GmbH, c/o Prokesch, Mülhauser Str. 5, 10405 Berlin, Germany, represented by the sole shareholders Patrick Prokesch and Christoph Schütte, offer registered users access to our “Voices Software” on our website www.voices.so. Further information about Solid Labs GmbH can be found in the Imprint section.

1.2 These GTC apply to all services, which we offer for use as subscription services via our website. None of the services offered are aimed at consumers within the meaning of Section 13 of the German Civil Code (BGB).

In the following, we refer to the person of the contractual partner with whom we conclude the contract as the “customer”. In contrast, the term “user” refers to the person for whom user access is activated under an existing contract. Every user who receives access to our services under a customer's contract undertakes to comply with our terms of use when registering.

1.3 You have the option of viewing, printing and saving our GTC in a reproducible form when registering and each time you visit our website. The GTC valid at the time of registration can be saved and printed during the registration process.

1.4 We are entitled to amend our GTC with your consent.

1.5 Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if we are aware of them, unless Solid Labs GmbH has expressly agreed to their validity in writing.

2 Conclusion of contract for the use of the “Voices Software”

2.1 We offer potential customers the opportunity to register for a 14-day free trial period of our Voices software. After successful registration, we will create a test account and send the relevant access data. The test access will only be activated in conjunction with a mandatory onboarding appointment. The free provision of our software ends 14 days after activation of the test access.

2.2 During this test phase, the customer can choose one of the subscription services offered. This selection is deemed to be an offer by the customer to conclude a contract.

2.3 A contract is only concluded when the selected subscription is subsequently activated. We can accept the offer within three working days of receipt of the application.

2.4 By submitting your registration application, you warrant that the data you have entered in the registration form is correct and complete. You are obliged to inform us immediately of any changes or to update your profile settings. In the event of a breach of the above provisions, we are entitled to block your access to our services and to terminate the user relationship and demand appropriate compensation.

3 User access (account), obligations of the user

3.1 Access to the Voices Software is password-protected using the assigned user access data (account).

3.2 User access is only granted to the registered user personally, so-called “Named User License”. Use of the account by persons other than the registered user is prohibited.

3.3 A customer may activate several of the aforementioned user accounts for his company or organization, which may only be used by the respective registered user.

3.4 Each user is obliged to treat the data of his user account confidentially. The user is obliged to keep the account information secret and to prevent unauthorized use of this data by third parties.

4 Availability of the services

4.1 We make our services available for use from the agreed time of provision. The service transfer point is the Internet interface of our data center.

4.2 We endeavor to offer uninterrupted operation of the software via our website on a permanent basis. This is naturally limited to services that Solid Labs GmbH can influence. In this respect, the customer acknowledges that complete, uninterrupted availability is not technically feasible.

4.3 Restrictions for which we are not responsible (e.g. Internet disruptions) and necessary maintenance work shall not reduce availability.

4.4 If possible, necessary maintenance work will be carried out outside normal business hours and will be announced in advance as far as possible, provided it can be planned. The usual business hours in Germany shall apply. However, Solid Labs GmbH expressly reserves the right to carry out unannounced maintenance work during business hours by way of exception and if necessary, in particular if this is necessary for data and operational security.

5 Troubleshooting

5.1 We will keep the subscribed services in a condition suitable for contractual use for the duration of the contract and take the necessary measures in the event of disruptions.

5.2 You will notify us of any malfunctions and other disruptions to the services immediately and as precisely as possible. We will accept proper reports of disruptions during normal business hours. If necessary, you will provide us with appropriate support in eliminating the defects.

5.3 An insignificant reduction in suitability for contractual use does not justify any claims for defects. Claims for defects are also excluded if the deviation from the contractual quality is due to improper use of the services.

5.4 Termination by the customer due to failure to provide contractual use is only permissible if we have been given sufficient opportunity to remedy the defect and the remedy has failed. Failure to remedy the defect can only be assumed if this is impossible, is refused by us or is delayed in an unreasonable manner. The same applies if the customer has reasonable doubts about the prospects of success of remedying the defect or if the customer cannot reasonably be expected to do so for other reasons that he or she can explain.

6 Scope of services, proper use, blocking

6.1 By concluding a contract for one of the subscription services offered, the customer is given the opportunity for his or her registered users to use the Voices software in accordance with the service description of the selected subscription (https://www.voices.so).

6.2 In any case in which our services are used without authorization within the customer's area of responsibility, the customer is obliged to pay us compensation in the amount of the remuneration that would have been incurred for the proper use of the service in question within the framework of the minimum contract term applicable to this service. The burden of explanation and proof that the customer is not responsible for the unauthorized use of our services or that significantly less damage was caused lies with the customer.

The right to assert further damages remains reserved.

6.3 If Solid Labs GmbH becomes aware of a violation of the above regulations by the customer or a user, Solid Labs GmbH is entitled to block access to the customer's affected services. This also applies to violations by (unauthorized) third parties and if Solid Labs GmbH has reasonable grounds to suspect that (unauthorized) third parties have gained access to a user's Voices services.

7 Liability

7.1 The strict liability of Solid Labs GmbH according to Section 536a Paragraph 1 of the German Civil Code for defects that already existed at the time the contract was concluded is excluded.

7.2 Solid Labs GmbH is liable for damages that are based on intentional or grossly negligent breaches of contract as well as for damages that result from slightly negligent breaches of essential contractual obligations. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and whose compliance the user can regularly rely on. In the case of slightly negligent breaches of essential contractual obligations, the liability of Solid Labs GmbH is limited to the damage that was typically foreseeable at the time the contract was concluded.

7.3 The statutory liability of Solid Labs GmbH for damages resulting from injury to life, body or health or a guarantee and under the Product Liability Act remains unaffected.

7.4 The above limitations of liability also apply in the event of breaches of duty by the legal representatives or vicarious agents of Solid Labs GmbH.

7.5 Solid Labs GmbH reserves the right to object that the user is contributory negligence.

8 Contract term and termination

8.1 The contract term is based on the duration agreed upon when the contract was concluded.

8.2 If a contractual relationship was concluded for a subscription with a term of one year, the contract is extended by 12 months at a time, provided that neither party terminates the contract with one month's notice at the end of the concluded contract period or at the end of the respective extension period.

8.3 If the contract term is less than 12 months, the contract is extended by one month at a time, provided that neither party terminates the contract with one day's notice at the end of the concluded contract period or at the end of the respective extension period.

8.4 The right to extraordinary termination for good cause remains unaffected.

8.5 Terminations must be in writing. Terminations can be made by email to patrick@withsolid.com. Alternatively, you can cancel the subscription in question under the “Settings” section – after registration.

9 Remuneration

9.1 The 14-day test phase is not subject to remuneration.

9.2 After this free test phase, Solid Labs GmbH will calculate the remuneration for the subscription service booked by the customer as follows:

9.2.1 The fees for an annual subscription are calculated for the entire contract period at the start of the contract period. After the 12-month contract period has expired, the remuneration for the following year is calculated if it is established that the subscription was not terminated on time (Section 8.2).

9.2.2 The fees for a contract period of less than 12 months are calculated monthly on the date of the conclusion of the contract.

9.3 If the customer wishes to choose a subscription package with a higher number of evaluable ads within the contract period, the customer will be charged the difference between the flat rates of the originally selected package and the newly selected package pro rata for the remainder of the contract period.

9.4 If the customer decides to have additional user access activated by Solid Labs GmbH in the "Starter plan" or "Plus plan" subscriptions, the additional fees specified in the service description (https://www.voices.so) will apply. These additional fees will be billed monthly on the date the contract is concluded.

9.5 Payment is processed via Stripe (Stripe Payments Europe Ltd. (SPEL)) by depositing one of the following payment methods:

credit card,
PayPal,
or SEPA direct debit.

The deposited payment method will be charged with the respective fee at the respective due date.

9.6 We reserve the right to change our prices at any time. A price change has no effect on an order that has already been accepted, unless you expressly agree to a different arrangement. If the price for your subscription changes when it is renewed, we will inform you in advance by email. You can cancel your subscription extension up until the start of the extension period or terminate your contract properly if you do not accept the price change.

9.7 The customer can only declare a right of retention or right to refuse performance or a set-off if the counterclaim has been legally established and is not disputed or if he is actually entitled to payment claims due to material or legal defects.

10 Data protection

10.1 We process personal data exclusively in accordance with the applicable data protection law.

10.2 Detailed information on data protection can be found in our data protection declaration

11 Confidentiality

11.1 "Confidential information" is, regardless of whether it is designated as "confidential" or not, all financial, technical, economic, legal, tax, business, personnel or management or other information (including trade secrets, customers, records and know-how) relating to a party or an affiliated company (including the company) and which is made available to the interested party or its authorized persons directly or indirectly by a party or an affiliated company (including the company) or which comes to their knowledge in any other way. It is irrelevant whether and on which carrier medium the confidential information is embodied; in particular, oral information is also included. It is also irrelevant whether documents or other storage media were created by a party or a third party, provided that they contain, reproduce or refer to confidential information. Confidential information can also be information and documents that in individual cases do not meet the requirements of a trade secret within the meaning of the Act on the Protection of Trade Secrets (GeschGehG).

11.2 The parties undertake to keep all confidential information secret. This does not apply if a party is legally obliged to disclose it or is required to disclose it due to a lawful official or court order or if the confidential information is already publicly known.

11.3 The parties can agree on exceptions to disclosure (e.g. for references).

12 Final provisions

12.1 The exclusive place of jurisdiction for all disputes arising from this contract is Cologne, even if the customer is a merchant.

12.2 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and German private international law.

12.3 Should individual provisions of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the parties undertake to agree on a provision that comes closest to the economic purpose of the invalid provision.