General Terms and Conditions for orderbird MINI

Last updated: January 18, 2024

Preamble

orderbird GmbH (hereinafter orderbird), based in Berlin, offers a cloud-based POS system called orderbird MINI. orderbird also offers an Android-based compact cloud-based POS system called orderbird MINI.

The terms and conditions named here are explicitly aimed at users of orderbird MINI and expressly do not cover the use of the orderbird PRO POS system. With regard to the use of the orderbird PRO POS system, reference is made to the relevant GTC, which are available at www.orderbird.com/en/terms.

Other contracts between orderbird and users of orderbird MINI remain unaffected by this contract and are governed by the respective provisions. On the basis of the purchase or rental agreement, users are granted the right to use hardware purchased from orderbird as well as the software installed on it and/or individual software functions of orderbird MINI.

1. Restriction to business customers

The entire offering is aimed exclusively at commercial operators and other users of POS systems and their suppliers who act in the course of their commercial or self-employed professional activity and not for private purposes. The hardware and software purchased from orderbird is intended exclusively for use with orderbird MINI and is not intended for private use. To ensure the restricted use of the POS system described above, we verify the user's business status as part of order processing. The contract is concluded subject to this check being positive.

2. Subject matter of the contract

(1) Users of orderbird MINI are granted, on the basis of their contract, the paid right to use the cloud-based POS system for a limited period. The POS system consists both of a POS application (app) on supported devices called "orderbird MINI" and of an administration and accounting module called "MY orderbird".

(2) The specific composition (hardware and/or software) of the POS system and the fees payable for hardware and software are determined by orderbird and follow from the service description and, where applicable, the offer.

(3) Use of the POS system requires the purchase of orderbird MINI, consisting of supported hardware on which the app is installed, and the purchase of a usage license entitling the user to use the app and the administration and accounting module MY orderbird.

(4) The administration and accounting module MY orderbird and the MINI app are provided as a Software as a Service (SaaS) solution; this contract therefore does not establish any copyright rights of use for users, with the exception of the above authorization to use the app. The term "license" used below and in the service description for various product versions is therefore not to be understood in the copyright sense, but as a factual right to use the POS system as a whole, in the sense of making use of a service.

(5) Under the designation "license", users are granted the paid right to full use of the subject matter of the contract described in Section 2 for one device each, for the service period agreed in each case. The license periods available in each case follow from the offer or the service description.

(6) Users who have purchased their hardware from orderbird are also provided with a SIM card by means of which data is transmitted. The SIM card is provided exclusively for use of the POS system and for transferring data to MY orderbird, and is limited to a data volume of 750 megabytes per month. Use for other purposes, in particular purposes that breach the contract or the law, is prohibited. Users must report the loss of a card to [email protected] immediately.

(7) The POS system supports the recording of booking transactions using one device on which the MINI app is installed.

(8) Use of the POS system generally requires an existing internet connection.

(9) The POS system is subject to continuous improvement and extension (see also "3. Further development"). It is therefore recommended that the contractual terms, including the current service description, be saved or printed out when the contract is concluded.

(10) To ensure that the procedure complies with the principles for the proper keeping and retention of books, records and documents in electronic form and for data access (GoBD), users must ensure that the device they operate is connected to MY orderbird over the internet by means of the app installed on it, within the first week after the conclusion of this contract, so that the managed data can be reconciled.

3. Further development

(1) In order to take account of users' changing requirements and change requests, the continuous further development of the products and services highlighted in the service description is part of the contract, which necessarily includes potential changes both in operation and in the services. The foregoing applies provided that the functionality offers at least the scope that MY orderbird contained at the time the contract was concluded, according to the service description stored there. orderbird will inform users of changes by email.

(2) If the further development entails a restriction or, in very rare exceptional cases, the abandonment of an existing functionality, orderbird will inform users of the planned change with reasonable notice before the changeover. Should MY orderbird no longer be usable with the pre-existing functionality because it has been permanently abandoned, users are granted a special right of termination. In this case this entitles them to terminate the contract in writing without observing a notice period. Users are informed of this option in the changeover notice. The contract is continued with the new scope of functions if termination is not declared within two weeks of the implementation of the change. The date named in the changeover notice is decisive.

4. Data security

(1) General

(a) To ensure compliance with the principles for the proper keeping and retention of books, records and documents in electronic form and for data access (GoBD), a continuous backup is maintained on the server side whenever an internet connection exists, covering both the revenue-relevant data (transaction data) and the data that is not revenue-relevant (master data).

(b) Users are obliged to print out Z reports monthly and to archive them reliably.

(2) Special features in fallback mode

If there is no internet connection and the MINI app is therefore not connected to the administration and accounting module MY orderbird, revenue data for the current POS day is collected but, in the nature of things, not maintained on the server side. When used in this way, users must ensure under all circumstances that the app on the device is synchronized with MY orderbird over the internet at least once a week, in order to ensure proper data retention.

5. Support

(1) In accordance with the service description, orderbird offers various services. Support is governed by the conditions below.

(2) The following definitions apply with regard to support:

(3) Incidents are categorized as follows:

(4) orderbird provides support services during business hours with the following response times, beginning when the support request is received:

(5) orderbird does not provide support services for orderbird MINI outside business hours. Requests can, however, be submitted via the chat and via the contact form at supportmini.orderbird.com and the response time accordingly starts at the following start of business hours.

(6) The response to the first contact regarding a particular matter may consist of a message from the technical staff, but also of the remedying of the fault. Contact must be made exclusively by a contact person known to support, via the chat function on MY orderbird, the chat in the MINI app, or by stating the MY orderbird email address via the contact form at supportmini.orderbird.com.

6. Special provisions for the purchase of hardware

The following provisions apply to the purchase of preconfigured hardware:

(1) The goods remain the property of orderbird until the purchase price has been paid in full. If a third party levies execution, users are obliged to inform orderbird of this without delay and to provide all information and documents required for an intervention.

(2) Users' warranty claims with regard to the purchased hardware become time-barred within one year of delivery of the purchased item. This does not affect the limitation of recourse claims within the meaning of Sections 478, 479 BGB. If used hardware is sold, warranty is excluded.

(3) The above limitations do not apply to claims for damages or reimbursement of expenses based on gross negligence, intent or the breach of contractual obligations whose proper fulfillment makes the performance of the contract possible in the first place and on whose fulfillment users may regularly rely (hereinafter "cardinal obligations"). Nor do they apply where claims for damages or reimbursement of expenses concern injury to life, body or health, or claims under the German Product Liability Act. Where a cardinal obligation is breached negligently, orderbird's liability is limited in amount to such damage and expenses as are typically associated with the contract and foreseeable.

7. Contract term and termination

(1) The contract is concluded for a fixed term. Unless otherwise agreed, for example in the offer or the service description, a monthly license is concluded and activated when the license is first activated via the app. The specific contract term otherwise follows from the offer or the service description. The contract can be terminated at the end of the contractually agreed usage period, observing a notice period of one week.

(2) If the contract is not terminated, it is automatically extended by the agreed usage period in each case unless it is terminated one week before the end of the initial contract term. The usage period is determined by the day on which the contract is concluded.

(3) Termination and requests to change the license model or service period must be in text form and can be declared via the chat in MY orderbird or by email from the MY orderbird email address. Changes to the license model or service period cannot be made via the chat in the MINI app, because authentication of the authorized company administrator is not possible there.

8. Remuneration; payment terms

(1) The amount of the remuneration is determined by the license agreement. The prices quoted are net prices and are exclusive of value added tax.

(2) The remuneration is payable upon conclusion of the contract and thereafter at the start of each new usage period. The amount owed is debited, in accordance with a separate direct debit authorization, from a user bank account stored in MY orderbird after the respective contract has been concluded. Users receive an electronic invoice for the aforementioned amount.

(3) In the event of an outstanding invoice, orderbird reserves the right to suspend the service temporarily until payment has been made in full. Users may only offset claims of their own that are undisputed, acknowledged by orderbird or legally established. These restrictions do not apply where the claim arises from the same contractual relationship as the orderbird claim against which it is to be offset.

9. Liability

(1) orderbird's liability for damage due to simple negligence is excluded, unless injury to life, body or health or claims under the German Product Liability Act are concerned. Liability for simple negligence remains unaffected in the case of a breach of cardinal obligations, that is, obligations whose fulfillment makes the performance of the contract possible in the first place and on whose observance users may regularly rely. In this case, however, liability is limited to compensation for the damage that is typically associated with the contract and foreseeable.

(2) The same applies to breaches of duty by orderbird's vicarious agents.

10. Reservation of the right to make changes

(1) In the event that material technical, economic or legal conditions change after the contract has been concluded, orderbird reserves the right to adjust the content of this contract, with the exception of the main performance obligations, insofar as this is reasonable for users.

(2) orderbird will announce the amended contract to users by email or at my.orderbird.com. At the same time, users are expressly informed that the respective amendment becomes part of the contract existing between the contracting parties if users do not object to this amendment in writing within a period of four weeks from the announcement of the amendment, by email to [email protected].

(3) If users object to the changes in the proper form and in good time, the contract continues to exist unchanged. orderbird then has the right to terminate the contract with four weeks' notice if it is unreasonable for orderbird to adhere to the unchanged contract.

11. Final provisions

(1) Amendments to this contract must be in writing; there are no verbal collateral agreements at the time the contract is concluded. Only the terms of this contract apply; differing general terms and conditions of users do not become part of the contract, even if orderbird does not expressly object to them.

(2) If the user is a merchant, a legal entity under public law or a special fund under public law, Berlin is the place of jurisdiction.

(3) This contract is governed by the law of the Federal Republic of Germany. International private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.