General Terms and Conditions (T&Cs)

§ 1 Scope and Provider

(1) These General Terms and Conditions (hereinafter “T&Cs”) apply to the use of the Software-as-a-Service application “BeeFlow” (hereinafter “Service”) as well as all related services provided by

(hereinafter “Provider”) to its customers (hereinafter “Customer”).

(2) The Service is addressed exclusively to entrepreneurs who conclude the contract in the exercise of their commercial or independent professional activity, as well as to legal entities under public law. Conclusion of a contract with consumers is not intended.

(3) These T&Cs apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.

(4) The version of the T&Cs in force at the time the contract is concluded shall be authoritative.

§ 2 Subject Matter of the Contract and Description of Services

(1) The Provider makes the Service available to the Customer for use as web-based software (SaaS) over the internet. The specific scope of functions is determined by the service package selected by the Customer (e.g. “Solo”, “Team”, “Custom”) as set out in the applicable service description.

(2) The Service is operated on the servers of an infrastructure provider engaged by the Provider (see § 11). The software is not provided for local installation (on-premise).

(3) The Provider is entitled to further develop, adapt, and improve the Service, in particular due to technical progress, changes in the legal situation, or to improve IT security, provided that the contractually owed scope of services is not thereby significantly restricted to the detriment of the Customer.

(4) A quality of the Service going beyond the respective service description is only owed insofar as it has been expressly agreed. Public statements, advertisements, or promotions do not constitute a contractual specification of quality.

(5) Preview and test functions. Functions designated as “beta”, “preview”, “experimental”, or similar are provided without any warranty and without any claim to availability, freedom from defects, or continued existence. The Provider may change or discontinue such functions at any time. Their use is at the Customer’s own risk.

§ 3 Conclusion of Contract, Registration, Trial Period

(1) The presentation of the Service does not constitute a binding offer. The contract is concluded through the Customer’s registration and its confirmation or activation by the Provider.

(2) The Customer warrants that the data provided during registration is true, complete, and current. Changes must be updated without delay.

(3) If the Provider offers a free trial period, this ends automatically upon expiry of the specified period without the need for termination, unless a paid package has been expressly booked. During the trial period there is no claim to availability, support, or data retention.

§ 4 Availability, Maintenance, Changes

(1) The Provider endeavours to keep the Service available as uninterruptedly as possible using economically reasonable means. A specific availability is only owed insofar as it has been expressly promised in a separate agreement (SLA).

(2) Excluded from availability are times during which the Service is unreachable due to circumstances for which the Provider is not responsible — in particular force majeure (§ 15), disruptions of public communication networks, outages or security incidents at engaged infrastructure or third-party providers (§ 11), as well as necessary maintenance work.

(3) The Provider will, as far as possible, schedule maintenance work during low-usage times and, where reasonable, announce it in advance.

§ 5 Prices and Payment Terms

(1) The prices of the selected package shown at the time of booking apply. All prices are exclusive of the applicable statutory value-added tax.

(2) The fee is due in advance for the respective billing period (e.g. monthly or annually). Payment processing is carried out via the payment service provider engaged by the Provider, Stripe (Stripe Payments Europe, Ltd.); its terms apply additionally in this respect.

(3) If the Customer is in default of payment, the Provider is entitled, after prior notice, to block access to the Service. Further statutory rights (default interest, damages) remain unaffected.

(4) The Provider is entitled to adjust the prices for future billing periods with a notice period of six weeks effective from the start of the next billing period. If the Customer does not object and does not terminate before the change takes effect, the change is deemed accepted; the Provider will point this out separately in the announcement.

§ 6 Contract Term and Termination

(1) The contract runs for the period selected at booking and is renewed for the same period unless terminated with a notice period of 30 days to the end of the term.

(2) The right to extraordinary termination for good cause remains unaffected for both parties. Good cause for the Provider exists in particular in the event of a substantial breach by the Customer of § 7 or § 8.

(3) Terminations require text form (e.g. email).

(4) After the end of the contract, the Provider makes available to the Customer, for a period of 30 days, the possibility of exporting its data. Thereafter the Provider is entitled and, within the scope of data protection requirements, obliged to delete the Customer’s data.

§ 7 Duties and Obligations of the Customer

(1) The Customer is responsible for keeping its access credentials confidential and shall not pass them on to unauthorised third parties. Access is personal; passing on or sharing a user account among several persons is not permitted. Any suspicion of misuse must be reported to the Provider without delay.

(2) The Customer is solely responsible for the content and data uploaded by it and its users as well as their legality. It ensures that it holds all necessary rights and consents and that no rights of third parties (in particular copyright, trademark, personality, or data protection rights) are infringed.

(3) The Customer shall refrain from any unlawful or abusive use of the Service, in particular from uploading criminal, infringing, or harmful content, as well as from actions that impair the security, integrity, or availability of the Service.

(4) The Customer is obliged to use the configuration and access control options made available to it (e.g. roles, shares, permissions) carefully and correctly. The Customer is responsible for data disclosures resulting from a faulty configuration by the Customer.

(5) The Customer remains responsible for complying with the statutory retention and documentation obligations applicable to it and is required, within the scope of the functions provided, to create its own backup copies of its data.

§ 8 Usage Restrictions and Blocking

(1) The Customer may use the Service only within the contractually agreed scope and within the scope of the booked package (in particular with regard to the number of users and workspaces).

(2) Without the Provider’s prior written consent, the Customer is prohibited from (a) providing the Service to third parties for use, whether for consideration or free of charge, subletting it, or offering it as a data-centre/application-service-provider service, (b) decompiling, reverse-engineering, or determining the underlying source code of the software, insofar as this is not mandatorily permitted by law, and (c) reading out or loading the Service by means of automated procedures (e.g. scraping, bots) beyond the extent provided for by the interfaces made available.

(3) In the event of a concrete suspicion of unlawful or materially contract-breaching use, an endangerment of the security or integrity of the Service, or default of payment, the Provider is entitled to temporarily block the Customer’s access in whole or in part. The Provider will inform the Customer of this in advance where possible and legally permissible, otherwise without delay, and will lift the block as soon as the reason no longer applies. Further rights of the Provider (in particular to terminate under § 6 para. 2) remain unaffected.

§ 9 Rights of Use

(1) The Provider grants the Customer, for the term of the contract, a simple, non-transferable, non-sublicensable right to use the Service within the contractually agreed scope for its own business purposes.

(2) All rights to the Service, the underlying software, trademarks, and content (with the exception of the Customer data) remain with the Provider or its licensors.

§ 10 Rights to Customer Data

(1) The data and content uploaded by the Customer (“Customer data”) remain the property of the Customer. The Provider acquires no ownership thereof.

(2) The Customer grants the Provider the simple rights of use to the Customer data required for the performance of the contract (in particular storing, processing, and reproducing for the purpose of providing the Service).

§ 11 Data Protection, Order Processing, and Infrastructure/Third-Party Providers

(1) If the Provider processes personal data on behalf of the Customer, the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR, which takes precedence over these T&Cs with regard to order processing.

(2) The Provider operates the Service using infrastructure and cloud services of third parties (in particular Google Cloud Platform / Firebase), which are engaged as sub-processors. The server location is, insofar as it can be influenced by the Provider, within the European Union. The current list of sub-processors is part of the DPA.

(3) The Provider selects its sub-processors with due care and obligates them to a level of data protection and security corresponding to the state of the art. For disruptions, outages, data losses, or security incidents that are based on circumstances within the area of responsibility of such a third-party provider and for which the Provider is not responsible, the Provider is liable only within the scope of § 13. Any liability going beyond the limits set out there for third-party conduct not attributable to the Provider is excluded to the extent legally permissible.

(4) The Customer remains the controller within the meaning of Art. 4 No. 7 GDPR with regard to the personal data processed by it.

(5) AI-supported functions. The Service offers optional AI functions (e.g. speech-to-text transcription, summaries, drafts, knowledge queries, extraction from screenshots/emails). To provide these, the content concerned is transmitted to and processed by specialised AI sub-processors (e.g. OpenAI, Deepgram). If processing takes place outside the EU/EEA, the Provider bases the transfer on appropriate safeguards within the meaning of Art. 44 et seq. GDPR (in particular EU standard contractual clauses). The provider, place of processing, and retention period are set out in the privacy policy and the sub-processor list in the DPA.

(6) No automatic processing; ability to opt out. AI functions do not occur automatically. In particular, transcription is triggered exclusively by a deliberate user action (starting the recording or dictation); without this action, no audio content is transmitted to the AI service. The Customer and its users may refrain from using the AI functions at any time by not triggering them. The Customer is responsible for informing affected persons (e.g. meeting participants) about the use of the AI functions and — where necessary — for obtaining the required legal basis (e.g. consent).

§ 12 Warranty

(1) The Provider warrants that the Service substantially corresponds to the respective service description during the term of the contract. In the event of a deviation that is not merely immaterial, the Provider will remedy the defect within a reasonable period.

(2) Liability regardless of fault for defects already present at the time the contract is concluded is excluded to the extent legally permissible.

(3) The Customer shall report defects without delay in a comprehensible form and support the Provider, within the scope of what is reasonable, in the analysis of errors.

§ 13 Liability

(1) The Provider is liable without limitation

• for intent and gross negligence,
• for damages arising from injury to life, body, or health,
• to the extent of a guarantee assumed by the Provider, and
• to the extent of other mandatory statutory liability.

(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation, i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely), the Provider’s liability is limited to the foreseeable damage typical for the contract at the time the contract was concluded.

(3) Any further liability of the Provider for slight negligence — in particular for the breach of non-material contractual obligations — is excluded.

(4) Insofar as liability is limited or excluded under the foregoing paragraphs, this also applies to the personal liability of the Provider’s legal representatives, employees, and vicarious agents.

(5) For the loss of data, the Provider is liable only insofar as the loss would also have occurred with proper and regular data backup by the Customer. The Customer remains responsible for its own data backups within the scope of the export functions provided.

(6) The foregoing liability provisions also apply to claims in tort as well as in connection with outages or incidents at the third-party providers named in § 11.

(7) Clarification: This liability provision concerns exclusively the civil-law liability in the relationship between the parties. Statutory obligations of the Provider towards authorities (in particular under the GDPR) as well as any criminal or regulatory-offence liability remain unaffected and are not excluded hereby.

(8) AI results. Results of AI-supported functions (e.g. transcripts, summaries, drafts, extractions) are generated automatically and may be incomplete, inaccurate, or erroneous. The Provider assumes no warranty for the correctness, completeness, or suitability of these results for a particular purpose. The Customer must review AI results on its own responsibility before use. The Provider is not liable for decisions or actions based on unverified AI results, to the extent permissible under paragraph 1.

§ 14 Indemnification

The Customer shall indemnify the Provider on first demand against all third-party claims asserted against the Provider on account of an unlawful use of the Service by the Customer or its users, on account of the content uploaded by the Customer, or on account of a faulty configuration for which the Customer is responsible, including reasonable costs of legal defence. This does not apply insofar as the Customer is not responsible for the infringement.

§ 15 Force Majeure

If a party is prevented from fulfilling its obligations by force majeure (e.g. natural events, war, pandemics, strike, official orders, large-scale outages of power or telecommunications networks or of third-party cloud infrastructure), the affected obligations are suspended for the duration and to the extent of the impediment. The affected party is not at fault in this respect.

§ 16 Confidentiality

The parties shall treat confidential information of the respective other party that becomes known to them in the course of performing the contract as confidential and use it only for contractual purposes. This obligation continues beyond the end of the contract.

§ 17 Assignment of the Contract

(1) The Provider is entitled to transfer the rights and obligations under this contract in whole or in part to an affiliated company or to a legal successor who enters into the contract. The Provider will inform the Customer of this in good time; in this case the Customer has a right of termination effective at the time of the transfer.

(2) The Customer may transfer rights and obligations under this contract to third parties only with the prior written consent of the Provider.

§ 18 Amendments to these T&Cs

(1) The Provider is entitled to amend these T&Cs with effect for the future, insofar as this is necessary to adapt to a changed legal situation, supreme-court case law, technical developments, or an expansion of the range of services, and does not unreasonably disadvantage the Customer.

(2) Amendments will be communicated to the Customer in text form at least six weeks before they take effect. If the Customer does not object within four weeks of receipt of the notice, the amendments are deemed accepted. The Provider will point out separately in the notice the significance of silence. If the Customer objects, either party may terminate the contract effective at the time the amendment takes effect.

§ 19 Final Provisions

(1) The law of the Portuguese Republic applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and of the conflict-of-law rules that would lead to the application of another legal order.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Lisbon (Portugal), the registered seat of the Provider, to the extent legally permissible. The Provider is also entitled to bring an action at the Customer’s general place of jurisdiction.

(3) The Customer may set off against claims of the Provider only with undisputed or legally established counterclaims. The Customer may assert a right of retention only on account of counterclaims arising from the same contractual relationship.

(4) Amendments and supplements to this contract require text form. This also applies to any amendment of this clause.

(5) Should individual provisions of these T&Cs be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the statutory rule applies.