General Terms and Conditions

General terms and conditions of andugo GmbH for the use of the online platform https://flow.andugo.io

Published on: 22.01.2024

Preamble

We are pleased to welcome you to flow.andugo.io! Flows provides services, features, and solutions to simplify digital interaction with customers, partners, or other end-users and generate information about user interests. andugo provides the corresponding platform for this with flow.andugo.io.

The platform flow.andugo.io is provided and operated by andugo GmbH, Hagsdorfer Str. 1c, 85368 Wang (hereinafter "andugo," "we"). These General Terms and Conditions ("GTC") apply to all contracts between users, consumers, companies, and other legal entities ("customer," "user," "you") and andugo.

Overview

1. Terms of Use
2. Approval of Terms of Use
3. Access to the Portal
4. Subject Matter of the Contract
5. Granting of Rights
6. Permitted Uses
7. Reliance on Posted Information
8. Purchases
9. Duration and Termination of Contracts
10. Links from the Portal
11. Disclaimer of Warranties
12. Limitation of Liability
13. Indemnification
14. Applicable Law and Jurisdiction
15. Confidentiality, Data Protection, and Privacy Policies
16. Other Conditions

Terms of Use

1. Approval of Terms of Use

These Terms of Use for the online platform https://flow.andugo.io (hereinafter referred to as the "Portal") and the provided features and services apply to the company, another legal entity, or the consumer specified in the registration details during the registration process.

If you register on behalf of a company or another legal entity, you declare that you have the legal authority to bind this company or other legal entity by individually completing the registration process and agree to conclude a user agreement with andugo. To register as a consumer and use paid services, you must be at least eighteen (18) years old and legally capable to enter into a contract.

These conditions, together with all documents expressly incorporated by reference (collectively referred to as these "Terms of Use"), govern your access to and use of the Portal, including all content, features, and services offered on or through the Portal.

Please read these Terms of Use carefully before you start using the Portal. By clicking "Accept" to accept or agree to the Terms of Use, you agree to comply with and be bound by these Terms of Use.

2. Access to the Portal

To access the Portal or some of the resources or services offered there, you will be prompted to create a user account ("Account"). For this, you provide registration data or further information regarding your person. If you create your account on behalf of a company or another legal entity, you will also create a company account ("Account"). For this, you will enter additional information about the company, namely at least the company name, address, and value-added tax identification number (VAT ID). The information you provide on the Portal must be correct, current, and complete.

The selection of your username, password, or other information as part of our security procedures must be treated as strictly confidential. You may not disclose this confidential information to other individuals or companies. You also acknowledge that your account is personal to you and agree not to grant access to this Portal or parts of it to any other person using your username, password, or other security information.

To grant other users access to the shared account, the individual registration of the user with their respective email address is necessary. This email address must correspond to one of the email domains associated with the account so that the new user's account can be linked to the shared account.

You commit to promptly inform us of any unauthorized access to your username, password, or any other security breach. In the event that you no longer represent the company or legal entity, you undertake to inform us immediately and to assist us in an appropriate manner during the transition of the account.

3. Subject Matter of the Contract

3.1 Subject

Andugo provides a web-based software for creating and managing interactive digital forms. Customers define the objectives of inquiry forms, configure their structure, and presentation. Each form is automatically displayed on a landing page if the customer grants public access to the form and can also be embedded on external websites. Visitors (hereinafter referred to as "End Users") are guided through defined queries, providing information and data.

The creation and use of inquiry forms and the associated user guidance are solely your responsibility and that of all other users of your shared company account. Only users are responsible for ensuring that the inquiry forms comply with the laws applicable to the respective end-users.

You agree that you independently create, manage, and optionally integrate inquiry forms into websites. Andugo is solely responsible for providing you with the necessary infrastructure for the creation and management of inquiry forms and the generated inquiries. Andugo does not act as a representative or agent for you or any other user.

Details about the features and capabilities of the software are available on the website https:/flow.andugo.io/pricing.

3.2 Conclusion of Contract

In principle, customers have the opportunity to use and test the basic version of our software free of charge. We also offer customers functions and services in various packages with customizable modules. Additionally, extensions are available, allowing customers to use individual features in addition to their respective plan.

We reserve the right to offer selected packages to specific customer groups (e.g., new customers) for a limited time and/or under different conditions ("Offers"). Further information on available packages and special offers can be found at https://flow.andugo.io/pricing.

In principle, the use of our software requires complete registration via https://flow.andugo.io/signup (see §2).

3.3 Limitations

We reserve the right, at our sole discretion and without prior notice, to add, withdraw, or modify services or materials offered on the portal. We strive to keep the services operational and available at all times; however, occasional interruptions and outages are unavoidable for any online service.

This includes, in particular, actions of third parties not acting on behalf of andugo, technical conditions of the internet beyond andugo's control, and events of force majeure. Your hardware, software, and technical infrastructure may also affect the performance and uninterrupted availability provided by andugo. In the event of a service outage or interruption, you may temporarily be unable to use your functions or access content.

We will make commercially reasonable efforts to provide the services (excluding third-party applications), except:

• During planned downtime and maintenance, provided you are informed 24 hours in advance;
• For issues resulting from your non-compliance or omission of agreed-upon procedures or caused by changes to the services made by you without our approval;
• In the event of a breach of the contract terms by you and your failure to remedy this breach within a reasonable period set by us upon notification.

4. Granting of Rights

The portal and its content, features, and functions (e.g., information, software, text, images, as well as their design and arrangement) are the property of andugo or other providers of this material and are protected by German and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You are not allowed to reproduce, modify, create derivative works from, republish, transmit, or distribute the material on our portal without our prior written consent.

Explicitly excluded is the use of the inquiry forms created through your account or users of the shared account. You may embed these forms on various websites, in emails, or other platforms according to your requirements.

4.1 Use of Uploaded Content

The user grants andugo a non-exclusive, non-transferable, and worldwide right to use the uploaded content for the duration of this agreement. andugo is entitled at any time to use and exploit the content in whole or in part within the scope of achieving the goal of enhancing your business success.

andugo is particularly entitled to present and publish the content uploaded by the user on the portal and in accordance with your audience selection. This includes the right of distribution, the right of public reproduction, and the right of public access within the framework and subject to the rules of the GDPR, where applicable.

4.2 Ownership Warranty

You assure and guarantee that you are the owner of the rights required for uploading content to the portal and that you are fully authorized to effectively grant andugo the rights mentioned in section 5. You further assure and warrant that the content is free from third-party rights that could contradict the contractual granting and use of the rights.

Furthermore, you guarantee that the contractual use of the content within the scope of this agreement does not violate any rights, especially third-party personality rights, and that the depicted individuals agree to the contractual use of the content and have given their consent beforehand.

4.3 Indemnification from Third-Party Claims

You will inform andugo about any alleged third-party claims, especially claims for copyright infringement, unfair competition, trademark, data protection, and personal rights violations, which may be asserted against andugo in connection with your use of the portal. You are obligated to notify andugo promptly, but no later than 30 days after becoming aware of such third-party claims related to the use of the portal. andugo is entitled to take appropriate measures to defend against such third-party claims or to enforce their rights. Your own measures must be agreed upon in writing with andugo in advance.

In the event of alleged infringements by such third parties, you undertake to defend andugo against such claims and indemnify andugo from damages, liabilities, costs, and expenses arising from legal action and/or defense.

4.4 Rights to the Online Platform

You undertake not to use parts of the portal or other content of any kind beyond the opportunities granted to you within the contractual use of the portal. Any use of such data for advertising, unsolicited emails, or for any other unauthorized purposes is a breach of contract unless the owner of the relevant data has demonstrably and expressly given written consent to such use.

5. Permitted Use

You may only use the portal for lawful purposes and in accordance with these terms of use. You agree not to

We reserve the right to restrict your access to the software in whole or in part if you violate the provisions of these terms of use. This also applies to the default in payment of outstanding fees that have not been paid despite repeated reminders by andugo (after at least two payment reminders from andugo).

5.1 General Obligation to Comply with Legal Regulations

When accessing the portal, you may avail yourself of various features and services. This also means that you must not send advertising content through messages without the recipient's consent (especially for the purpose of generating spam messages).

In case the content you upload contains hyperlinks to third-party sites, you assure that you have the authorization to use the hyperlink and that the referenced website complies with applicable law and third-party rights as per Section 4.

5.2 Communication

The current contact information for andugo can be found on the portal (https://flow.andugo.io/impressum). Your contact information is based on the details in your profile. Statements sent to these contact details by email are deemed received at the time of dispatch, by post on the third day after dispatch, unless later receipt is proven.

You acknowledge the effectiveness of communications via email between you and andugo or other users as fully transmitted declarations of intent. Until proven otherwise, an email is considered composed by the owner of the sender's address.

In case you are not the addressee of an email or it has been incorrectly delivered, you are obliged to inform andugo and/or the sender promptly via email.

Right of Withdrawal

You have the right to withdraw from this contract without giving any reason. The withdrawal period is fourteen days from the day of concluding the contract. To exercise your right of withdrawal, please inform us in writing through a clear statement (e.g., by email or letter) about your decision to withdraw from this contract. You may use the attached model withdrawal form, but it is not mandatory.

Your withdrawal should be addressed to:

To meet the withdrawal deadline, it is sufficient that you send your withdrawal notice before the withdrawal period expires.

Consequences of Withdrawal

If you withdraw from this contract, we will reimburse you for all payments we have received from you immediately and at the latest within fourteen days from the day on which we receive notification of your withdrawal from this contract. We will use the same payment method that you used for the original transaction, unless expressly agreed otherwise. In no case will you be charged fees for this reimbursement.

If you have already used the services and features within the withdrawal period, we reserve the right to charge a reasonable amount corresponding to the share of services used up to the point in time when we were informed of the exercise of the right of withdrawal regarding this contract.

Withdrawal sample form

(If you want to withdraw from the contract, please fill out and return this form.)

To:

I hereby withdraw from the contract concluded by me for the provision of the following service:

• Ordered on: __________________________________
• Consumer's Name: __________________________________
• Consumer's Address: __________________________________
• Consumer's Signature (only for communication on paper): __________________________________
• Date: __________________________________

End of the withdrawal policy

6. Trust in the Posted Information

Unless otherwise agreed, digital forms are provided solely for general informational purposes. We do not guarantee the accuracy, completeness, or usefulness of the information provided on or through the portal. Any reliance you place on such information is solely at your own risk and is subject to Section 10 below.

7. Purchases

7.1.1 The obligation to pay fees arises once you make a purchase through the options offered in your account and within the framework of these terms and conditions.

7.1.2 The fees for the features and services you have chosen are listed and determined under https://flow.andugo.io/pricing or in detail during the checkout of a package. We are entitled to collect the applicable fees using the payment data mandatory in the checkout process. You are responsible for ensuring sufficient coverage of the payment method. Incurred fees will be collected in advance at the beginning of the service period.

7.1.3 You agree to receive invoices in electronic form via email. The correct archiving of these invoices is your responsibility.

7.1.4 Invoices include not only fees for using our software but also the legally applicable value-added tax and all other applicable taxes. In case of your residence in an EU country, no value-added tax will be charged, as you are obligated to pay the value-added tax in your country according to the reverse charge procedure (provided you have a valid VAT ID). If your residence is outside the EU, other intergovernmental regulations may apply.

8. Duration and Termination of Contracts

8.1.1 The use of the software is available to you for both annual and monthly contracts. The available usage periods can be found online at https://flow.andugo.io/pricing. If the contract is not terminated in a timely manner, the contract will automatically be extended for another contract term.

8.1.2 The termination notice period for your contract is ten (10) working days for monthly terms and 30 working days for annual terms, each at the end of the agreed term, unless otherwise specified. You can terminate the contract within the software or send an email to [email protected].

8.1.3 andugo reserves the right to terminate the contract without giving reasons with a notice period of four (4) weeks. You will be informed in writing (by email) of such termination.

8.1.4 andugo reserves the right to adjust the remuneration if changes in the scope of services described in the offer occur. Such changes will become effective at the beginning of the new contract term and will be announced with a lead time of four (4) weeks to the end of the respective current usage period.

8.1.5 The right to terminate for cause remains unaffected by this. Cause for termination exists, in particular, if:

• a) Despite repeated reminders and a deadline of at least 6 days, you are in arrears in paying the fee for at least one full usage period.
• b) Despite repeated warnings, you do not settle parts of the fee for a full usage period.
• c) Despite reasonable deadline setting, you do not promptly provide regulatory required information.
• d) You use the software for unfair or harmful business practices (especially according to sections 4 and 5).
• e) You impair the software, especially through the use of unauthorized software solutions, malware, or attacks on andugo's infrastructure (according to section 5).
• f) You violate material contractual obligations or repeatedly violate non-insignificant contractual obligations.

8.1.6 We will irrevocably delete the account after a period of twelve months. Data collected through end-user forms will be permanently deleted six months after termination of the contract unless you reactivate your account within this period.

9. Links from the Portal

If the portal contains links to other websites and resources provided by third parties, these links are provided for your convenience only. We have no control over the content of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this portal, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

10. Disclaimer of Warranty

The use of the portal, its content, and the services or items obtained through the portal is at your own risk. The portal, its content, and any services or products obtained through the portal are provided on an "as-is" and "as-available" basis, without any warranties of any kind, either express or implied. Neither andugo nor any person associated with andugo makes any warranty or representation regarding the completeness, security, reliability, quality, accuracy, or availability of the portal.

Without limiting the foregoing, neither andugo nor anyone associated with andugo warrants that the portal, its content, or the services or items obtained through the portal will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our portal or the server that makes it available are free of viruses or other harmful components, or that the portal or the services or items obtained through the portal will otherwise meet your needs or expectations. andugo hereby disclaims all warranties, whether express or implied, statutory, or otherwise, to the fullest extent permitted by law.

11. Limitation of Liability

andugo is liable for damages (including incurred costs), regardless of the legal grounds (e.g., contractual or quasi-contractual obligations, breach of duty, or tort), only to the following extent:

• a) In case of injury to life, body, or health, claims under the Product Liability Act, and in other cases where andugo's liability cannot be excluded or limited under mandatory law, andugo is liable according to the relevant statutory provisions.
• b) In case of damages caused intentionally, andugo is liable according to the statutory provisions.
• c) In the event of gross negligence by andugo's legal representatives and executive employees, andugo is liable according to the applicable law mentioned in Section 13.

12. Indemnification

You agree to indemnify andugo from all damages that may arise at any time due to your negligent or intentional breach of these terms of use or applicable law.

13. Applicable Law and Jurisdiction

These terms of use are governed by the laws of the Federal Republic of Germany and are to be interpreted in accordance with such laws, excluding its conflict of law provisions. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties agree that, for all disputes arising out of or in connection with this agreement, the exclusive jurisdiction shall be the courts located in Munich, Germany, unless the customer is a consumer. In this case, the place of jurisdiction is determined by the consumer's place of residence.

14. Confidentiality, Data Protection, and Privacy Policy

We place great importance on the protection of your personal data and always adhere to applicable data protection regulations. You acknowledge that the use of the portal is subject to the privacy policy available at https://flow.andugo.io/privacy.

14.1 Uploading of Data

You may not upload, distribute, or otherwise publish content on the portal that is illegal, obscene, threatening, offensive, defamatory, invades privacy, violates publicity rights, or is otherwise objectionable, encourages criminal conduct, violates the rights of any party, or otherwise gives rise to liability or violates any law. andugo reserves the right to delete or block such illegal content and/or take further technical measures.

14.2 Unauthorized Access

If you become aware that confidential information, personal data, or other data from the portal has been copied or leaked due to unauthorized access to your IT system accessing the portal, you must inform us promptly (within 24 hours at the latest) in writing via email ([email protected]).

15. Other Conditions

If individual provisions of these terms of use are ineffective, this does not affect the validity of the remaining provisions. The ineffective or unenforceable provision is to be replaced by an effective and enforceable provision that comes as close as possible to the economic purpose pursued by the parties with the ineffective or unenforceable provision. The above provisions apply mutatis mutandis in the event that the contract proves to be incomplete.

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