General Terms and Conditions

§ 1 Scope

(1) These general terms and conditions (“GTC”) apply to all contracts between Etmita UG (haftungsbeschränkt), Nieder Straße 10, 65795 Hattersheim am Main (“Provider”), and its customers concerning the provision of the “MitaBase” software as a service as well as custom development, web design and marketing services.

(2) The Provider's offering is directed exclusively at businesses within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Contracts with consumers are excluded; by ordering, the customer confirms that it is acting in the exercise of its trade or self-employed professional activity.

(3) Conflicting or deviating terms of the customer do not become part of the contract, even if the Provider renders services without reservation in knowledge of such terms. Individual agreements take precedence over these GTC (§ 305b BGB); a confirmation in text form is decisive for their content, subject to proof to the contrary.

§ 2 Subject matter

(1) SaaS: The Provider makes the MitaBase software available to the customer for use over the internet in its current version. The scope of functions depends on the plan booked (Start, Pro, Plus) as set out in the service description on the pricing page at the time of ordering; the driver app is included in every plan.

(2) Services: custom development, adaptations, integrations, web design and marketing services are rendered only upon separate commissioning on the basis of an individual offer (§ 7).

(3) The Provider may further develop the software provided the contractually essential scope of functions is preserved and the change is reasonable for the customer.

§ 3 Conclusion of contract

(1) The presentation of services on the website does not constitute a binding offer. By completing registration at app.mitabase.com, in which the customer chooses its plan and grants a SEPA direct debit mandate, the customer submits a binding offer. The contract is formed upon receipt of the order confirmation in text form or upon provision of access, whichever occurs first.

(2) Unless stated otherwise, individual offers of the Provider are binding for 30 calendar days from the offer date.

§ 4 Provision, availability, maintenance

(1) The handover point of the SaaS service is the router exit of the data centre used by the Provider. The Provider is not responsible for the customer's internet connection or end devices.

(2) The Provider owes an availability of 99.0 % on a monthly average at the handover point. Periods of scheduled maintenance (announced at least 48 hours in advance, where possible outside usual business hours), disruptions outside the Provider's sphere of influence and force majeure are excluded from the calculation.

(3) Production data is backed up daily; backups are stored encrypted in data centres in Germany.

§ 5 Rights of use

(1) SaaS: For the term of the contract the customer receives the simple, non-exclusive, non-transferable and non-sublicensable right to use the software for its own business purposes with an unlimited number of its own user accounts. Making the software available to third parties, reproduction, modification, decompilation or reverse engineering are prohibited, subject to mandatory statutory rights (§§ 69d, 69e UrhG).

(2) Custom work: Upon full payment of the agreed remuneration, the customer receives a simple, perpetual right to use work results created individually for the customer for its own business purposes, unless agreed otherwise in the offer. Source code, development tools and reusable components remain with the Provider.

(3) The Provider may name the customer as a reference subject to prior consent in text form.

§ 6 Duties of the customer to cooperate

(1) The customer provides all information, content, access and decisions required for the performance of the services in good time and in suitable form and names a competent contact person.

(2) The customer keeps access credentials secret, does not pass them on to unauthorised third parties and informs the Provider without delay of any misuse. The customer is responsible for the lawfulness of the data and content entered by it or its users.

(3) The customer checks exports and reports within its area of responsibility for completeness and backs up its own data before material changes to its systems. Omitted or delayed cooperation extends the Provider's deadlines appropriately; additional effort caused thereby may be charged at the Provider's then-current rates.

§ 7 Custom development, web design, acceptance

(1) The content and scope of custom services follow from the respective offer or service description. Change requests after commissioning are recorded in text form and may adjust remuneration and schedules.

(2) The Provider notifies the customer in text form of work results ready for acceptance and sets a period of 14 calendar days for acceptance. The work is deemed accepted if the customer does not refuse acceptance within this period stating at least one defect (§ 640 (2) BGB). Acceptance cannot be refused because of immaterial defects (§ 640 (1) sentence 2 BGB); they are remedied under the warranty provisions.

§ 8 Remuneration and payment

(1) SaaS fees: The prices shown at the time of ordering apply, currently per vehicle and month €19.00 on the Start plan, €39.00 on the Pro plan and €69.00 on the Plus plan; the first vehicle is permanently free on every plan. User accounts for dispatch, office, drivers and co-drivers are free of charge. All prices are net plus statutory VAT. The first month after registration is not charged. If the customer terminates within this month, the contract ends when the month expires and no fee is due. Removed vehicles are no longer charged from the following month.

(1a) Payment cycle: With monthly payment, billing is monthly and the contract may be cancelled monthly. With annual payment, 10 of twelve months are charged; the term is then twelve months from the start of the billing year and is invoiced in advance. If the contract ends before the end of the annual term through termination for good cause for which the Provider is responsible, through termination under § 8 (5) or § 14, or through a switch under § 13a, the Provider refunds the fee for the remaining full months pro rata; otherwise there is no pro-rata refund. Vehicles added during a running annual term are billed monthly at the pro-rata annual price.

(2) Recurring fees are due in advance and, where agreed, collected by SEPA direct debit. The customer grants a SEPA direct debit mandate for this purpose; the mandate reference is communicated with the first invoice. The pre-notification period is reduced to three days. The customer ensures sufficient funds; the customer bears the costs of any returned direct debit for which it is responsible.

(3) Unless agreed otherwise, invoices for custom services are payable without deduction within 14 calendar days of the invoice date.

(4) In the event of default in payment, the statutory consequences apply: default interest of nine percentage points above the base rate (§ 288 (2) BGB) and the lump sum of €40 (§ 288 (5) BGB); the assertion of further damage caused by default remains reserved. If the customer is in default with a not insignificant amount, the Provider may, after prior notice in text form with a reasonable period, suspend access until all due claims are settled; the customer's payment obligation continues during the suspension.

(5) The Provider may adjust prices no more than once per calendar year with three months' notice in text form to the start of a billing period; with annual payment an adjustment takes effect no earlier than the start of the next contract year. With every price increase the customer may terminate the contract effective as of the date the adjustment takes effect; the notice points this out. The free first vehicle and the free user accounts under paragraph 1 are excluded from price adjustments.

§ 9 Support

The Provider offers support by email to support@mitabase.com on working days (Monday to Friday, excluding public holidays in Hesse). Fault reports are prioritised by severity; the Provider begins processing operation-preventing faults no later than the following working day. Customers on the Plus plan have a named contact person, and their fault reports are handled with priority. More extensive service levels require a separate agreement.

§ 10 Data protection and processing on behalf

(1) The customer remains the controller for the personal data it processes in the software; the Provider processes this data exclusively as a processor. Before any personal data is processed on the customer's behalf, the parties conclude a data processing agreement pursuant to Art. 28 (3) GDPR in text form; until then the customer does not enter any personal data into the software.

(2) The customer ensures that a valid legal basis exists for the processing of the data it introduces, including special categories under Art. 9 GDPR, and that the required information obligations towards data subjects are fulfilled.

(3) All production data is processed and stored exclusively in data centres in Germany, except for the notifications via Apple and Google named in the privacy policy and a Google Sheet the customer connects themselves.

§ 11 Confidentiality

The parties treat all trade and business secrets and information marked as confidential of the other party obtained in the course of contract initiation and performance as confidential, use them exclusively for the performance of the contract and make them available to third parties only to the extent required for the performance of the contract or where a statutory or official obligation exists. This obligation applies for the term of the contract and for three years after its end. Statutory protections, in particular under the German Trade Secrets Act (GeschGehG), remain unaffected.

§ 12 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the provisions of the German Product Liability Act, within the scope of a guarantee it has assumed, and for fraudulently concealed defects.

(2) In cases of simple negligence, the Provider is liable only for the breach of essential contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), limited to the damage foreseeable and typical of the contract at the time of its conclusion.

(3) Strict liability for defects already existing at the time of conclusion of the contract (§ 536a (1) alt. 1 BGB) is excluded.

(4) In cases of simple negligence, the Provider is liable for loss of data only for the effort required to restore it from the Provider's latest backup (§ 4 (3)) and from the customer's exports (§ 13 (4)); paragraph 1 remains unaffected.

(5) Any further liability is excluded. The above limitations also apply in favour of the Provider's corporate bodies, employees and vicarious agents.

§ 13 Term, termination, data export

(1) SaaS contracts with monthly payment run for an indefinite period and may be terminated by either party with 14 days' notice to the end of a calendar month. Contracts with annual payment have a term of twelve months and are extended by successive twelve-month periods unless terminated with one month's notice to the end of the term. There are no setup fees.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause for the Provider exists in particular if the customer is in default with two monthly fees or persistently violates § 5 or § 6 (2).

(3) Terminations require text form.

(4) During the term the customer can export its data itself at any time as Excel and CSV files. Otherwise § 13a applies.

§ 13a Switching, data export and erasure

(1) The customer may at any time request in text form, with a notice period of no more than two months, to switch to another provider or to transfer its exportable data to its own systems (Art. 25 (2) (a) and (d) Regulation (EU) 2023/2854). When this period ends, a transitional period of no more than 30 calendar days begins, during which the Provider continues the service and supports the switch.

(2) Exportable data comprises all data entered by the customer and its users or generated for it in the software, in particular rides, customer and address data, vehicle and staff data, time entries, cash desk and receipt data and uploaded files, in a common, machine-readable format. Not exportable is data that serves only the internal operation of the software and is not customer content.

(3) Upon completion of the switch or, without a switch, at the end of the term, the contract ends; the Provider confirms this in text form.

(4) After the end of the contract the data remains available for export for 30 calendar days. The Provider then deletes all exportable data completely. Backups are overwritten in their regular cycle; until then, deleted data may still be contained in an encrypted backup. The Provider's statutory retention obligations remain unaffected.

(5) The Provider charges no fees for switching or export.

§ 14 Changes to these GTC

The Provider may amend these GTC with effect for the future where this is necessary due to changes in the law, case law or the further development of the services and does not unreasonably disadvantage the customer. Amendments are announced to the customer in text form at least six weeks before they take effect. If the customer does not object in text form within four weeks of receipt of the announcement, the amended GTC are deemed accepted; this consequence is pointed out separately in the announcement. In the event of an objection, both parties have a right of termination effective as of the date the amendment takes effect. Changes to the main obligations and to prices are not made under this procedure; § 8 (5) applies to prices.

§ 15 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main, provided the customer is a merchant, a legal entity under public law or a special fund under public law. The Provider remains entitled to sue the customer at the customer's general place of jurisdiction.

(3) The customer may set off only undisputed claims, claims established by final judgment and claims that stand in a reciprocal relationship with the Provider's claim; rights of retention exist only for counterclaims arising from the same contractual relationship.

(4) Unless otherwise provided, declarations under these GTC require at least text form (§ 126b BGB).

(5) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.

Controlling language

This English version is provided for convenience. The German version of this document is authoritative.