Terms & Conditions

This is just an english translation. The only applicable document is the german version. Zur deutschen Version.

1. Scope

1.1. These General Terms and Conditions (“GTC”) apply to all contracts between Die Code Chaoten UG (haftungsbeschränkt), Saargemünder Str. 39, 66119 Saarbrücken (“Provider”) and its customers (“Customer”) concerning the use of the software-as-a-service (“SaaS”) ShopPulseHQ.

1.2. The GTC apply exclusively. Any terms and conditions of the Customer that conflict with or deviate from these GTC shall not be recognized unless the Provider expressly agrees to them in writing.

2. Services Provided

2.1. The Provider offers a software-as-a-service (SaaS) solution designed to assist Customers in monitoring and optimizing recurring tasks in their e-commerce shops.

2.2. Notifications and features are provided based on availability. The Provider reserves the right to modify, add, or discontinue features at its discretion.

3. Registration and User Account

3.1. To use the services, the Customer must register and create a user account. The Customer is responsible for providing accurate and complete information during registration and for updating this information as necessary.

3.2. The Customer is responsible for maintaining the confidentiality of their login credentials and for all activities conducted under their account.

4. Usage Rights

4.1. The Provider grants the Customer a non-exclusive, non-transferable right to access and use the SaaS services for the duration of the contract.

  • 4.2. The Customer shall not:
    • Copy, modify, or create derivative works of the services;
    • Reverse engineer, decompile, or attempt to extract the source code of the services;
    • Use the services in a manner that violates applicable laws or infringes on the rights of third parties.

5. Customer Obligations

5.1. The Customer is responsible for:

  • Ensuring compliance with all applicable laws and regulations in their use of the services;
  • Providing the necessary technical requirements to access the services;
  • Regularly backing up their data to prevent data loss.

5.2. The Customer must ensure that the software and services are used only within the contractually agreed scope. Any unauthorized access must be immediately reported to the Provider. In cases of misuse, the Provider is entitled to suspend access to the account, the software, and/or other services.

5.3. The Customer is solely responsible for the content and data processed with the software. The Customer is obligated not to use the software in a way that violates applicable law, regulatory orders, third-party rights, or agreements with third parties.

5.4. The Customer must check data for viruses or other harmful components before uploading or using it in the software and use state-of-the-art measures (e.g., antivirus programs) for this purpose.

5.5. The Customer indemnifies the Provider from all claims, legal disputes, losses, damages, expenses, costs (including court and attorney fees), and liabilities (“Losses”) arising from or in connection with:

  • Use of the software by the Customer in violation of these GTC;
  • Any breach of obligations or prohibitions set forth in 4.2 or this section;
  • A claim alleging that the content distributed via the software caused damage to a third party.

6. Fees and Subscriptions

6.1. The services are offered on a subscription basis under the terms and prices agreed upon at the time of subscription.

6.2. Subscriptions renew automatically for successive periods unless the Customer cancels the subscription before the renewal date. The Customer may cancel their subscription at any time through their account settings.

6.3. Fees for the services are due according to the agreed payment terms. All amounts are payable in Euros (€) unless otherwise specified and are exclusive of VAT or other applicable taxes.

6.4. In the event of late payment, the Provider reserves the right to suspend access to the services until the fees are paid or terminate the contract.

7. Fair Use Policy

7.1. The Provider reserves the right to monitor the Customer’s use of the services to ensure compliance with the Fair Use Policy.

7.2. The Fair Use Policy ensures that the services are used responsibly and are not abused in a manner that disrupts the performance of the services for other Customers.

7.3. The Provider may impose usage limits, throttle excessive usage, or suspend services if the Customer’s use violates the Fair Use Policy.

8. Prohibited Uses

8.1. The Customer agrees not to use the services for:

  • Illegal, fraudulent, or deceptive activities;
  • Uploading or transmitting malicious software, viruses, or other harmful code;
  • Attempting to gain unauthorized access to the Provider’s systems or other users’ accounts;
  • Exploiting or abusing the services in a way that negatively affects other customers;
  • Using the services in a way that violates applicable laws, regulations, or third-party rights.

8.2. The Provider reserves the right to investigate and take appropriate legal action against any violation of this section, including terminating or suspending the Customer’s account.

9. Limitation of Liability

9.1. The Provider is liable for damages only in cases of intent or gross negligence. In cases of slight negligence, the Provider is liable only for breaches of essential contractual obligations (cardinal duties), limited to the foreseeable, typical damage for the contract.

9.2. Liability for indirect damages, lost profits, or consequential damages is excluded, except in cases of intent or gross negligence.

9.3. These liability limitations do not apply to claims under the German Product Liability Act or for damages arising from injury to life, body, or health.

9.4. The Provider retains the right to assert contributory negligence on the part of the Customer (e.g., due to a breach of their obligations under these GTC).

10. Disclaimer; No Warranties

10.1. The Provider makes no guarantees regarding error detection. The Customer remains solely responsible for monitoring the overall performance and functionality of their shop.

10.2. The services are provided “as is” and “as available,” without any warranties, express or implied.

10.3. The Provider does not guarantee uninterrupted or error-free operation.

10.4. Any damages arising from incorrect notifications, system outages, or failures will be limited by the rules in Section 9 (Limitation of Liability).

11. Termination

11.1. The Customer may terminate the agreement at any time through their account settings or in writing. Termination will be effective at the end of the current billing cycle.

11.2. The Provider may terminate the agreement or suspend access:

  • With 30 days’ notice for convenience;
  • Immediately, if the Customer violates these terms, fails to pay fees, or engages in prohibited activities.

11.3. Upon termination, access to the services will be revoked, and all data stored in the Provider’s systems may be deleted unless otherwise required by law.

12. Data Protection

12.1. The processing of personal data by the Provider is carried out in accordance with the General Data Protection Regulation (GDPR) and applicable data protection laws.

12.2. The Privacy Policy applies as part of this agreement.

13. Confidentiality

13.1. Both parties agree to treat all confidential information received during the business relationship as strictly confidential and not to disclose it to third parties without prior written consent.

13.2. Confidential information includes all information marked as confidential or reasonably understood to be confidential, including trade secrets, technical data, and customer data.

13.3. This obligation does not apply to information that:

  • Was already legally known to the receiving party;
  • Is publicly accessible or becomes public without fault of the receiving party;
  • Must be disclosed due to legal or regulatory requirements.

14. Amendments to the GTC

14.1. The Provider reserves the right to amend these GTC. Amendments will be communicated to the Customer in text form.

14.2. If the Customer does not object to the amendments within 4 weeks of receiving the notification, the amendments shall be deemed accepted. The Provider will inform the Customer of the objection period and its significance in the notification.

14.3. If the Customer objects to the amendments, the Provider may terminate the contract with 1 month’s notice.

15. Final Provisions

15.1. The contract is governed by the laws of the Federal Republic of Germany.

15.2. Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.

15.3. The place of jurisdiction for all disputes arising from this contract is Saarbrücken, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.