Terms of Service (B2B)

§ 1 Scope and Contracting Parties

(1) These terms of service govern the use of Terminaro, offered by Sebastian Software GmbH, Dalheimer Straße 12, 55128 Mainz (“Terminaro”). Terminaro is directed exclusively at entrepreneurs within the meaning of § 14 BGB, at legal persons under public law and at special funds under public law.

(2) The customer warrants that, when entering into the contract, they act in the exercise of their commercial or self-employed professional activity. Consumers cannot use Terminaro as a customer.

(3) Persons who book an appointment via a customer’s booking page (“booking visitors”) do not become contracting parties to these terms and do not receive an account.

(4) Deviating or supplementary terms and conditions of the customer do not become part of the contract, even if Terminaro does not expressly object to them.

§ 2 Formation of the Contract and Contract Text

(1) By completing the registration, the customer submits an offer to conclude a usage contract. The contract is formed when Terminaro activates the account or confirms the activation.

(2) Terminaro may refuse a registration without stating reasons.

(3) Terminaro provides the customer with these terms, including the incorporated data processing agreement, before the registration is completed, in a form in which the customer can store and reproduce them. Terminaro records which version the customer has accepted and keeps it retrievable in the account.

(4) The parties agree that § 312i Absatz 1 Satz 1 Nummer 1 bis 3 und Satz 2 BGB shall not apply.

§ 3 Services Provided by Terminaro

(1) Terminaro is a web-based service for appointment booking and management. It comprises a dedicated booking page, the management of availabilities, automatic notifications and optional calendar integrations.

(2) The scope of services owed follows from the description of the selected plan at /pricing valid at the time the contract is formed, and from the product documentation. No functionality beyond that is owed.

(3) Terminaro may further develop the service and change functions as long as the purpose of the contract is not materially impaired. Terminaro announces material restrictions of the scope of services at least 30 days in advance in text form; in that case the customer may terminate the contract with effect from the date the change takes effect.

(4) The registration and the use of the free plan are free of charge. Terminaro may discontinue or change free plans with 30 days’ notice to the end of a month.

§ 4 Account, Booking Page and Obligations of the Customer

(1) The customer keeps their login credentials secret and is responsible for the actions carried out under their account.

(2) The customer is responsible for the content published on their booking page. A booking page remains in preview mode and cannot accept real bookings for as long as the customer has provided neither an imprint nor a privacy notice.

(3) The customer does not use Terminaro unlawfully. In particular, the customer refrains from publishing unlawful content, from sending unsolicited advertising through the Terminaro functions, and from attempting to circumvent technical restrictions or usage limits.

(4) The customer ensures that they are entitled to use the login credentials they have stored for email dispatch and calendars.

(5) The customer indemnifies Terminaro against third-party claims that are based on a breach of paragraphs 2 to 4 for which the customer is responsible, including reasonable costs of legal defence.

(6) Where there is reasonable suspicion of a material breach of paragraph 3 or 4, Terminaro may suspend the account after prior notice; in the case of imminent danger or threatened harm to third parties, also without notice. Terminaro informs the customer without undue delay and lifts the suspension as soon as the reason has ceased to exist. The right to terminate for cause remains unaffected.

§ 5 Rights of Use and Teams

(1) Terminaro grants the customer, for the term of the contract, a simple, non-exclusive, non-transferable right to use the service via a web browser as intended.

(2) The right of use applies to the account of the customer. Terminaro is not provided to several persons under a shared account: every person who uses Terminaro registers themselves, concludes their own contract under these terms and receives their own account. The customer may not let third parties use their account and may not share their login credentials with third parties; subletting access, whether for consideration or free of charge, is not permitted.

(3) Customers may link their accounts into a team in order to accept bookings jointly. The following applies:

1. a) Linking requires an invitation from the customer who runs the team (“team owner”) and its express acceptance by the invited customer. Without acceptance, no membership comes into existence.
2. b) Creating and running a team requires the team owner to hold a paid plan that includes team bookings. This requirement does not apply to membership in a team; a member may use any plan, including the free one.
3. c) Every team member remains a customer in their own right, with their own contract, their own plan and their own booking page. The membership does not establish a contractual relationship between Terminaro and the team owner concerning the account of the member; in particular, it does not make the team owner owe the fee of the member.
4. d) For as long as the membership exists, the team owner may view the details of the member required for team planning, in particular display name, email address, availabilities and the team bookings assigned to the member. The invited customer consents to this by accepting the invitation.
5. e) Every member may leave the team at any time; the team owner may end a membership at any time. This has no effect on the continued existence of the respective usage contract.

(4) No rights to the source code or to the software itself are granted. The rights of the customer in their own content and data remain unaffected.

§ 6 Prices, Payment and Default

(1) The prices of the paid plans follow from the price list at /pricing in the version valid at the time the contract is formed or the plan is changed. All prices are net prices plus value added tax at the applicable rate. If the customer is established in another member state of the European Union and provides evidence of a valid VAT identification number, value added tax is not shown; the tax liability passes to the customer.

(2) The invoice is issued by Sebastian Software GmbH. It bills the fees in its own name and for its own account. The service providers it uses for billing and payment processing do not thereby become contracting parties of the customer or sellers of the service.

(3) The fee is due monthly in advance. Invoices are made available to the customer electronically and kept retrievable in the billing area reachable from the account; the customer consents to electronic invoicing.

(4) If the customer defaults on payment, the statutory default interest under § 288 Absatz 2 BGB applies. Terminaro may suspend access after a reminder and the unsuccessful expiry of a reasonable grace period of at least 14 days. The booking page is deactivated in the process; the data of the customer remains retrievable in accordance with § 8.

(5) Terminaro may change the prices with 60 days’ notice in text form with effect for future billing periods. In that case the customer may terminate the contract with effect from the date the price change takes effect; Terminaro points this out in the announcement.

§ 7 Term and Termination

(1) The contract for the free plan runs for an indefinite period and may be terminated by the customer at any time.

(2) Paid plans have a term of one month and are each extended by a further month unless they are terminated by the end of the current billing period. Termination is possible via the account or in text form.

(3) The right of both parties to terminate for cause remains unaffected.

(4) § 8 applies to the data export and the deletion after the end of the contract.

§ 8 Switching Providers, Data Export and Deletion

(1) The customer may at any time switch to another provider of the same type of service or to their own IT infrastructure, or export their data. Terminaro charges no fees for this.

(2) The customer notifies Terminaro of their intention to switch. The notice period is at most two months; the customer may determine a shorter period.

(3) After the notice period has expired, a transition period of 30 calendar days begins. During this time the service remains reachable and the contract continues to apply to that extent. Terminaro reasonably supports the customer and the third parties engaged by the customer with the switch, maintains business operations with due care, points out known risks to uninterrupted performance and ensures a high level of security for the transfer of data. The customer may extend the transition period once by a reasonable period determined by the customer.

(4) If the switch cannot technically be carried out within 30 calendar days, Terminaro notifies the customer of this within 14 working days of the notification by the customer, stating the reasons. In that case the transition period is extended by the period required, up to a maximum of seven months.

(5) Only the following categories of data are exportable, being data that the customer has entered or that have arisen for the customer in the course of the provision of the service:

1. a) account and profile data including contract acceptances and booking page configuration;
2. b) availability settings;
3. c) bookings including the details provided by the booking visitors;
4. d) configurations of connected calendars without the associated login credentials;
5. e) digital assets in the form of the email templates customised by the customer;
6. f) teams, team memberships and team bookings including their booking page configuration.

The public, localised data export register at /de/data-export and /en/data-export describes the scope implemented in each case, the data formats and the interface in detail. The export is provided in a structured, commonly used and machine-readable format through the export function implemented in the account or through the open interface documented there.

(6) Data is excluded from the export to the extent that this is necessary to protect trade secrets or the integrity and security of the service; in addition, records whose processing rests on a statutory obligation or on the legitimate interest in defending against claims are excluded, because the right to data portability does not reach them. The following technical grounds for exclusion are not nine independent statutory exemptions: letters a to e assign the data concerned to the two legal grounds named first; letters f and g document the limits of the data that is attributed to the customer at all or that arises from their current use; letter h names the statutory retention; letter i the defence against claims.

1. a) login credentials stored by the customer for third-party services, in particular passwords and access tokens for calendar and dispatch services, as well as password hashes, keys and other authentication secrets generated by Terminaro; both groups remain secret in order to protect the integrity and security of the service;
2. b) session data, one-time login credentials and technical safeguards against abuse whose disclosure would endanger the integrity and security of the service;
3. c) purely provider-internal administrative and business records that are not data of the customer and may contain trade secrets of Terminaro;
4. d) transient operational states such as queues, locks, retry states, delivery diagnostics and internal states of the calendar synchronisation, to the extent that their disclosure would impair trade secrets or the integrity and security of the service;
5. e) raw internal database identifiers whose disclosure would impair the integrity and security of the service; exported relationships use deterministically generated opaque references instead;
6. f) data attributed exclusively to another customer or another data subject and therefore not subject to the power of disposal of the exporting customer;
7. g) unused legacy data holdings that no productive program flow reads or writes and that therefore do not arise from the current use of the service by the customer;
8. h) records Terminaro retains to discharge its own statutory obligations, in particular tax evidence under Section 147 of the German Fiscal Code and the confirmation of the VAT identification number under Section 18e of the German VAT Act. Their processing rests on Article 6(1)(c) GDPR; the right to data portability under Article 20(1)(a) GDPR extends only to processing based on consent or on a contract and therefore does not reach them. The right of access under Article 15 GDPR is unaffected;
9. i) records Terminaro holds to defend against a challenge to a direct debit, in particular the proof of the SEPA mandate granted, with the time, IP address and browser identification of its acceptance. Their processing rests on the legitimate interest in defending against claims under Article 6(1)(f) GDPR; the right to data portability under Article 20(1)(a) GDPR extends only to processing based on consent or on a contract and therefore does not reach them. The right of access under Article 15 GDPR is unaffected.

The exclusion of this data neither impedes nor delays the switch.

(7) After the switch has been completed, the exportable data remains available for retrieval for at least 30 calendar days. Terminaro then deletes all data of the customer within 30 days. Excepted are records subject to a statutory retention obligation, and the proof of a SEPA mandate granted under paragraph 6 letter i.

(8) The contract ends as soon as the switch has been completed or — if the customer does not wish to switch but to have their data deleted — upon expiry of the notice period under paragraph 2. Terminaro confirms the termination to the customer in text form.

(9) Terminaro supports the exit strategy of the customer and provides them with the information required for it.

§ 9 Availability, Defects and Data Backup

(1) Terminaro provides the service with the care of a prudent merchant and endeavours to achieve a high level of availability. No particular availability is promised. Terminaro announces maintenance work where this is reasonable; Terminaro may carry out urgent security updates at any time.

(2) Terminaro remedies defects of the service within a reasonable period.

(3) The strict liability of Terminaro for defects that already existed when the contract was formed (§ 536a Absatz 1 Alternative 1 BGB) is excluded. The right of the customer to remedy defects themselves under § 536a Absatz 2 BGB is excluded. In all other respects, § 10 applies.

(4) The customer is responsible for backing up their own data. Terminaro provides them with the export facility under § 8 (5) for this purpose.

(5) If a party is prevented from performing by force majeure, its obligations are suspended for the duration of the impediment. If the impediment lasts longer than 30 days, either party may terminate the contract.

§ 10 Liability

(1) Terminaro is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the Produkthaftungsgesetz (German Product Liability Act) and to the extent of a warranty assumed.

(2) In cases of ordinary negligence, Terminaro is liable only for the breach of material contractual obligations, that is, of obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In that case liability is limited to the foreseeable damage typical of this type of contract, but at most to the fee the customer paid to Terminaro in the twelve months before the event causing the damage, and at least to 108.00 euros. For a customer on the free plan, the minimum amount applies.

(3) Liability for the loss of data is limited to the effort that would have been required for restoration had the customer backed up the data properly and regularly.

(4) Any further liability is excluded. Paragraphs 1 to 3 also apply for the benefit of the legal representatives and vicarious agents of Terminaro.

§ 11 Data Protection and Processing on Behalf

(1) For the personal data of the booking visitors, the customer is the controller and Terminaro is the processor. The data processing agreement at /dpa forms part of this contract and is accepted together with these terms.

(2) How Terminaro processes personal data as a controller is described in the privacy policy at /privacy. It is provided for information and is not a declaration of consent.

(3) The processing of the customer data takes place in the European Union. Details, including the sub-processors used, are governed by the data processing agreement.

§ 12 Amendments to These Terms

(1) Terminaro may amend these terms where there is an objective reason for doing so, in particular a change in the legal situation or in supreme court case law, a change in the range of services offered, or changed security requirements, and where the customer is not unreasonably disadvantaged thereby. The relationship between performance and consideration is not affected by an amendment under this paragraph; § 6 (5) applies to that.

(2) Terminaro announces the amendment at least 30 days before it takes effect, in text form, naming the new version identifier, the date on which it takes effect and the material changes.

(3) If the customer does not object before the amendment takes effect, the amendment is deemed to have been accepted. Terminaro expressly points out this consequence and the right of the customer to object in the announcement.

(4) If the customer objects, either party may terminate the contract with effect from the date on which the amendment takes effect. Until then the previous version continues to apply. If neither party terminates, the contract is continued on the previous terms, to the extent that this is reasonable for Terminaro.

§ 13 Final Provisions

(1) German law applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

(2) If the customer is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Mainz. Terminaro may also sue the customer at the general place of jurisdiction of the customer.

(3) The customer may set off only against claims that are undisputed or have been established as final and absolute.

(4) The language of the contract is German. The English version of these terms is a translation; in the event of discrepancies, the German version prevails.

(5) Declarations under these terms require text form unless otherwise provided.