T&C orderbird MINI

Preamble

orderbird GmbH (hereinafter referred to as 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 stated here are explicitly aimed at users of the orderbird MINI and expressly do not relate to the use of the orderbird MINI PRO system. With regard to the use of the orderbird PRO POS system, reference is made to the relevant GTC, which are available at https://www.orderbird.com/en/terms

Other contracts between orderbird and users of the orderbird MINI remain unaffected by this contract and are governed by the respective provisions. On the basis of the purchase or rental agreement, the user is 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. limitation to companies

The complete offer is aimed exclusively at traders and other users of POS systems and their suppliers who are acting in their commercial or independent professional capacity and not for private purposes. The hardware and software purchased from orderbird is intended exclusively for use with the orderbird MINI and is not intended for private use. In order to ensure the above-mentioned limited use of the POS system, we check the user's corporate status as part of the order processing. The conclusion of the contract is subject to this check being positive.

2. subject matter of the contract

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

(2) The specific quality (hardware and/or software) of the POS system as well as the fees to be paid for hardware and software are determined by orderbird and result from the service description and, if applicable, the offer.

(3) The prerequisite for using the POS system is the purchase of orderbird MINI, consisting of supported hardware on which the app is installed, as well as the purchase of a usage license that entitles the user to use the app and the MY orderbird administration and accounting module.

(4) The MY orderbird administration and accounting module and the MINI app are provided as a Software as a Service (SaaS) solution; copyright usage rights of the users are therefore not established by this contract, with the exception of the above-mentioned 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 sense of copyright law, but as a de facto right to use the POS system as a whole in the sense of using a service.

(5) Under the term "License", users are granted the paid right to use the contractual object described in Section 2 in full for one end device for the agreed service period. The available license periods are specified in the offer or the service description.

(6) Users who have purchased their hardware from orderbird will also be provided with a SIM card for data transmission. The provision of the SIM card is exclusively for the use of the POS system and for the transmission of data to MY orderbird and is limited to a data transmission volume of 750 megabytes per month. Any use for other purposes, in particular for contractual or illegal purposes, is prohibited. Any loss of the card must be reported immediately by the user to [email protected].

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

(8) The use of the POS system generally requires an existing Internet connection.

(9) The POS system is subject to continuous improvement and expansion (see also "3. Further development"). It is therefore recommended to save or print out the contractual terms and conditions including the current service description upon conclusion of the contract.

(10) Users must ensure that the device they operate is connected to MY orderbird via the Internet using the app installed on it for the purpose of synchronizing the managed data within the first week of concluding this contract in order to ensure that the process complies with the principles for the proper management and storage of books, records and documents in electronic form and for data access (GoBD).

3. further development

(1) In order to take account of the changing requirements and change requests of the users, the ongoing further development of the products and services highlighted in the service description is an integral part of the contract, which necessarily includes potential changes in the operation as well as in the services. The above applies insofar as the functionality offers at least the scope that MY orderbird included at the time of the conclusion of the contract as shown in the service description stored under Service Description. orderbird will inform users of changes by email.

(2) If the further development results in a restriction or - in very rare exceptional cases - the abandonment of an existing functionality, orderbird shall inform users of the planned change with reasonable notice prior to the changeover. If MY orderbird can no longer be used with the existing functionality due to the final discontinuation, users are granted a special right of termination. In this case, this entitles the user to terminate the contract in writing without observing a notice period. Users will be informed of this option in the changeover notification. The contract shall continue with the new scope of functions if termination is not declared within two weeks of the change being implemented. The date stated in the changeover notification shall be decisive.

4. data security

(1) General information

(a) To ensure compliance with the principles for the proper keeping and storage of books, records and documents in electronic form and for data access (GoBD), a continuous backup is maintained on the server side when an Internet connection is available, which includes both sales-relevant data (transaction data) and non-sales-relevant data (master data).

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

(2) Special features in the event of disconnection from the Internet

If there is no internet connection and the MINI App is therefore not connected to the MY orderbird administration and accounting module, sales data for the current checkout day will be collected but, due to the nature of the matter, will not be stored on the server. In the event of such use, users must ensure under all circumstances that the app on the end device is synchronized with MY orderbird via the Internet at least once a week in order to ensure proper data storage.

5. support

(1) orderbird offers various services in accordance with the service description. The support is subject to the following conditions.

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

• "Support contact person" refers to users with access to the chat within MY orderbird and with access to the MY orderbird e-mail address or access to the chat via the POS system.

• "Response times" means the period between receipt of the notification of an incident by orderbird and the first response by orderbird by answering in chat, by e-mail, but also the start of work to eliminate the fault.

• "Business hours" shall mean normal business hours, which shall include as a minimum core hours from 10:00 a.m. to 4:00 p.m. from Monday to Friday. Public holidays in the state of Berlin are excluded.

• "Working days" means the days Monday to Friday. Public holidays in the state of Berlin are excluded.

(3) Incidents are categorized as follows:

• Category 1 incident means that the SaaS solution described in section 2 has come to a standstill in live operation and is unable to process data as a result of a serious malfunction;

• Category 2 incident refers to a problem with the SaaS solution that results in a serious interruption of essential functions and cannot be temporarily resolved, for example by means of a workaround;

• Category 3 incident refers to a problem that is not critical for the basic function of the software, where users are still able to log on to the system and/or a workaround is possible;

• Incident category 4 refers to inquiries about the operation of the software and all other issues that do not relate to the operation of the software itself.

(4) orderbird provides support services during business hours with the following response times, starting with the receipt of the support request:

• Category 1 support request: maximum 8 hours;

• Category 2 support request: maximum 12 hours;

• Category 3 support request: maximum 24 hours;

• Category 4 support request: maximum 48 hours.

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

(6) The response to the first contact regarding a specific concern may be a message from the technical staff, but may also be the elimination 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 providing the MY orderbird e-mail address via the contact form on supportmini.orderbird.com.

6. special regulations 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 pursues foreclosure, the users are obliged to inform orderbird of this immediately and to provide all information and documents required for an intervention.

(2) Warranty claims of the user with regard to the purchased hardware shall expire within one year of delivery of the purchased item. This shall not affect the limitation period for recourse claims within the meaning of §§ 478, 479 BGB. If used hardware is sold, the warranty is excluded.

(3) The above restrictions shall not apply to claims for damages or reimbursement of expenses based on gross negligence, intent or the breach of contractual obligations, the proper fulfillment of which is essential for the performance of the contract and on the fulfillment of which the users may regularly rely (hereinafter referred to as "cardinal obligations"). They also do not apply if claims for damages or reimbursement of expenses due to injury to life, limb or health or claims based on the Product Liability Act are affected. Insofar as a cardinal obligation is negligently breached, orderbird's liability is limited to such damages and expenses that are typically associated with the contract and are foreseeable.

7 Duration and termination of the contract

(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 term of the contract is otherwise specified in the offer or the service description. The contract can be terminated by giving one week's notice to the end of the contractually agreed period of use.

(2) If the contract is not terminated, it shall be automatically extended by the agreed usage period if it is not terminated with one week's notice before the end of the initial contract period. The period of use is determined by the date on which the contract is concluded.

(3) Termination and requests for changes to the license model or service period must be made in text form and can be declared via 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, as authentication of the authorized company administrator is not possible here.

8. remuneration; terms of payment

(1) The amount of the remuneration shall be determined in accordance with the license agreement. The prices quoted are net prices and do not include value added tax.

(2) The remuneration shall be payable upon conclusion of the contract and then at the beginning of each new usage period. The amount owed shall be debited from a bank account of the user deposited in MY orderbird in accordance with a separate direct debit authorization after conclusion of the respective contract. Users shall receive an electronic invoice for the aforementioned amount.

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

9. liability

(1) The liability of orderbird for damages due to simple negligence is excluded, unless injury to life, limb or health or claims under the Product Liability Act are affected. Liability also for simple negligence remains unaffected in the event of a breach of cardinal obligations, i.e. obligations whose fulfillment is essential for the execution of the contract and on whose compliance users may regularly rely. However, liability in this case is limited to compensation for damages that are typically associated with the contract and are foreseeable.

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

10. subject to change

(1) In the event that essential technical, economic or legal framework conditions change after conclusion of the contract, orderbird reserves the right to adapt the content of this contract - with the exception of the main service obligations - insofar as this is reasonable for the user.

(2) orderbird shall notify the Users of the amended contract by email or at my.orderbird.com. At the same time, the Users are expressly informed that the respective amendment will become the subject of the existing contract between the contracting parties if the Users do not object to this amendment in writing by e-mail to [email protected] within a period of four weeks from notification of the amendment.

(3) If the users object to the changes in due form and time, the contract shall remain unchanged. orderbird then has the right to terminate the contract with a notice period of four weeks if it is not reasonable for orderbird to adhere to the unchanged contract.

11. final provisions

(1) Amendments to this contract must be made in writing; verbal collateral agreements do not exist at the time of the conclusion of the contract. The terms and conditions of this contract shall apply exclusively; deviating terms and conditions of the user shall 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, the place of jurisdiction shall be Berlin.

(3) This contract is subject to the law of the Federal Republic of Germany. Private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.