General Terms and Conditions of User Flow LT UG (haftungsbeschränkt)

§ 1Scope

1.1 Area of application

These General Terms and Conditions (hereinafter the "Terms") govern all contractual relationships between User Flow LT UG (haftungsbeschränkt) (hereinafter "User Flow", "we", "us" or "our") and its users regarding the use of the domain user-flow.de, the web-based application app.user-flow.de and all software solutions, functions, modules and other digital services offered by User Flow.

These Terms apply regardless of whether the services are used via a desktop computer, a notebook, a tablet, a smartphone or any other internet-enabled device.

They likewise apply regardless of the country from which the services of User Flow are accessed.

1.2 Exclusively commercial use

The services of User Flow are directed exclusively at entrepreneurs within the meaning of section 14 of the German Civil Code (BGB) as well as at persons who, when concluding the contract, act in the exercise of their commercial, freelance or other independent professional activity.

The conclusion of a contract with consumers within the meaning of section 13 BGB is excluded.

User Flow states expressly and clearly during the registration process and in the price overview that the offering is directed exclusively at entrepreneurs.

User Flow is entitled, in the event of justified doubt as to entrepreneur status, to request evidence or to refuse to conclude the contract.

1.3 Scope for future services

These Terms also apply to functions, modules, integrations, additional services and other extensions of the Platform provided by User Flow in the future, unless separate contractual terms are agreed for them.

Supplementary terms may apply to individual services, programmes or additional offerings. Where such terms are validly incorporated, they shall take precedence over these Terms for the respective area of services.

1.4 Components of the contract and order of precedence

The following form part of the contractual relationship:

1. an individual agreement concluded between the parties, where one exists,
2. these Terms,
3. the Data Processing Agreement pursuant to § 18 of these Terms,
4. the terms of participation in the referral programme pursuant to § 21 of these Terms, where the User participates in it,
5. the service and price overview published at user-flow.de in the version valid at the time the contract is concluded or at the time of the respective renewal.

In the event of contradictions, the components listed above shall take precedence in the order given.

1.5 Conflicting terms

Deviating, conflicting or supplementary general terms and conditions of the User shall not become part of the contract unless User Flow expressly consents to their application in text form.

This also applies where User Flow renders the services without reservation in knowledge of conflicting terms of the User.

1.6 Contract language

These Terms are provided in German and English.

In the event of discrepancies, contradictions or differences of interpretation between the language versions, the German version shall prevail exclusively.

1.7 Applicable law and place of jurisdiction

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

Where the User is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or where the User has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of User Flow in 23879 Mölln, Germany.

User Flow is additionally entitled to bring proceedings at the User's general place of jurisdiction.

§ 2Definitions

For the sake of clarity, the following terms are used consistently throughout these Terms.

Where personal designations are used in the masculine form only, this serves readability alone. Such designations refer equally to persons of all genders.

2.1 User Flow

"User Flow" means the software platform operated by User Flow LT UG (haftungsbeschränkt), including the corporate website at user-flow.de, the web-based application at app.user-flow.de and all associated functions, modules, integrations and other digital services.

2.2 Contracting Party

"Contracting Party" means the natural or legal person who has concluded the user agreement with User Flow.

The Contracting Party is the sole counterparty of User Flow. It is responsible for all users it sets up or invites and for their permissions.

2.3 User

"User" means the Contracting Party as well as any person invited or set up by the Contracting Party within the Platform who uses the services of User Flow as authorised under an existing contractual relationship.

2.4 Invited User

"Invited User" means a person who has been invited by the Contracting Party within the Platform and who uses a user account exclusively within the organisational structure of the Contracting Party.

Invited Users are not contracting parties of User Flow. Independent registration without a prior invitation by a Contracting Party is technically impossible.

The provisions of § 7 of these Terms apply to Invited Users.

2.5 Agency

"Agency" means a Contracting Party that manages one or more Creators within the Platform and that may grant authorised persons access rights to individual functions or areas of the Platform.

2.6 Creator

"Creator" means the natural or legal person whose account on a supported Third-Party Platform is managed within User Flow.

A Creator may manage their Third-Party Platform account themselves or transfer its management in whole or in part to an Agency.

2.7 Chatter

"Chatter" means an Invited User who performs communication tasks or other activities within User Flow in accordance with the permissions granted to them.

Chatters act exclusively within the scope of the rights granted to them by the respective Contracting Party.

2.8 Fan

"Fan" means a user of a supported Third-Party Platform with whom a Creator or an authorised Chatter communicates or interacts within the Platform.

Fans are not contracting parties of User Flow.

2.9 Supported Third-Party Platforms

"Supported Third-Party Platforms" means external online platforms operated by independent third parties that can be connected to User Flow.

User Flow is neither the operator nor the provider of these Third-Party Platforms.

User Flow determines exclusively which Third-Party Platforms are supported. The Third-Party Platforms supported at any given time are set out in the information published at user-flow.de.

The scope of functions available within User Flow may differ depending on the supported Third-Party Platform.

2.10 Platform

"Platform" means the cloud-based software solution provided by User Flow, including all functions, modules, integrations and extensions.

2.11 Modules

"Modules" means the functionally distinct service areas of the Platform, in particular the CRM, the Bot and the Translator.

Which Modules are offered and the scope of functions of each are set out in the information published at user-flow.de in the version applicable at the time.

2.12 Slot

"Slot" means the entitlement to connect and use one account of a supported Third-Party Platform within a Module.

Individual Modules are billed per Slot. The number of Slots that may be used simultaneously per supported Third-Party Platform may be limited; the applicable limits are set out in the information published at user-flow.de.

2.13 Bot

"Bot" means optional automation functions within the Platform which, depending on the supported Third-Party Platform, may assist various workflows, in particular the discovery and organisation of profiles and the automated execution of communication or interaction processes.

2.14 Translator

"Translator" means an optional function within the Platform for the automated translation of communication content using an external translation or AI service.

2.15 Platform Display

"Platform Display" means the function that displays the user interface of a connected supported Third-Party Platform embedded within the interface of User Flow.

2.16 Trial Period

"Trial Period" means time-limited, free-of-charge access to a Module or parts thereof.

§ 3Subject matter of the contract

3.1 Subject matter of the services

User Flow provides a cloud-based software platform under the software-as-a-service model (SaaS).

The Platform serves in particular to support commercial workflows by providing digital tools for the management, organisation, communication, analysis, automation and optimisation of business processes.

The specific scope of functions depends on the services provided at any given time and on the functions booked or activated by the User.

3.2 Scope of services

The Platform may in particular provide functions and tools for:

• the management of user accounts, roles and permissions,
• the connection of supported Third-Party Platforms,
• the management of Creator accounts,
• the embedded display of supported Third-Party Platforms within the interface of User Flow,
• the organisation and management of communication processes,
• the provision of CRM functions,
• the provision of analysis, reporting and statistics functions,
• the provision of activity and time-tracking functions,
• the evaluation of communication and processing activities within the organisation of the Contracting Party,
• the planning and organisation of work assignments,
• the determination and preparation of business performance indicators,
• the provision of automation functions, including time-controlled and event-controlled processes,
• the management, storage and transfer of digital content,
• the publication of content on supported Third-Party Platforms,
• the automated translation of communication content,
• collaboration between several authorised users within one organisation,
• and further digital functions supporting commercial workflows.

This list is not exhaustive. Which of these functions are available in each case depends on the Module booked, the Third-Party Platform connected and the information published at user-flow.de.

3.3 Supported Third-Party Platforms

Where functions of User Flow require the connection of supported Third-Party Platforms, their use takes place exclusively within the technical possibilities made available by the respective Third-Party Platform.

Not every supported Third-Party Platform offers the same scope of functions. The scope of services available within User Flow may therefore differ depending on the Third-Party Platform connected.

3.4 Cross-platform functions

User Flow may provide functions that allow information, content or communication processes from several supported Third-Party Platforms to be jointly displayed, organised or managed within a single user interface.

Where Users are able to assign, link or merge data, this takes place exclusively at their instigation and under their responsibility.

3.5 Platform Display

User Flow may provide a function that displays the user interface of a connected supported Third-Party Platform embedded within the interface of User Flow.

The Platform Display takes place exclusively at the instigation of the respective User and exclusively for those accounts which the User is authorised to use.

The Platform Display is a technical display function. User Flow does not thereby render any services of the respective Third-Party Platform and assumes no responsibility for its content, availability or functionality.

The User is responsible for ensuring that the use of the Platform Display is compatible with the applicable terms of use of the relevant Third-Party Platform. § 9.4 applies accordingly.

3.6 Further development of the Platform

User Flow continuously develops the Platform further.

User Flow is entitled to extend, adapt, replace or discontinue functions, modules, user interfaces or technical processes, provided that the essential purpose of the contract is not thereby impaired or the change is reasonable for the User taking into account the interests of both parties.

A claim to the permanent provision of specific functions, integrations or technical implementations exists only where this has been expressly agreed.

3.7 Public information and announcements

Public information about planned functions, product developments, roadmaps, announcements, previews or comparable communications does not create any claim to the provision of specific functions, modules or services.

This applies regardless of the communication channel through which such information is published or made available.

§ 4Scope of services and changes to services

4.1 Provision of the Platform

User Flow provides the User with the services agreed under the contract within the Platform.

The specific scope of services depends in particular on the Module and tariff selected, the number of Slots booked, the functions activated, the supported Third-Party Platforms and the applicable technical requirements.

A claim to the provision of services exists exclusively within the scope agreed under the contract.

4.2 Differing scope of functions

Not all functions are available to every User or for every supported Third-Party Platform to the same extent.

The scope of services may differ in particular due to

• the Module and tariff selected,
• the number of Slots booked,
• the functions activated,
• the supported Third-Party Platforms,
• regional or technical circumstances,
• statutory requirements,
• or other objective reasons.

4.3 Changes to services

User Flow is entitled to develop the scope of services of the Platform further in a reasonable manner.

To this end, User Flow may in particular

• extend existing functions,
• adapt functions technically or in terms of design,
• replace functions,
• add new functions,
• restrict functions temporarily,
• or discontinue individual functions,

provided that

• there is an objective reason for doing so,
• the essential purpose of the contract is preserved,
• and the interests of Users are appropriately taken into account.

4.4 Material restrictions

Where User Flow intends to permanently discontinue or materially restrict a function that is essential for the User, User Flow shall inform the User in text form at least four weeks before the change takes effect, provided this is possible and reasonable in the circumstances.

Where the change materially impairs the contractual use of the Platform, the User is entitled to terminate the affected part of the contract extraordinarily with effect from the date on which the change takes effect. Fees already paid in advance shall be refunded on a pro rata basis for the period following the effective date of termination.

No prior notice is required for changes that become necessary at short notice due to statutory or regulatory requirements, for security reasons, or as a result of measures or changes by supported Third-Party Platforms.

4.5 Technical developments

In order to ensure secure, economical and up-to-date operation of the Platform, User Flow is entitled to make technical changes to the Platform, its infrastructure, its integrations and the supported interfaces.

No claim arises from this to the retention of a particular technical implementation or user interface.

4.6 No claim to future functions

Where User Flow develops or announces new functions, integrations, Modules or other extensions, this does not give rise to any claim by the User to their subsequent provision or permanent availability.

§ 5Registration and conclusion of contract

5.1 Registration

Use of the Platform requires the creation of a user account.

Registration as a Contracting Party is permitted exclusively to entrepreneurs within the meaning of section 14 BGB. § 1.2 applies.

The User is obliged to provide all information requested during registration completely, truthfully and in an up-to-date manner.

The User must update any changes to the information provided without undue delay, insofar as such information is relevant to the contractual relationship.

5.2 Conclusion of contract

By completing the registration process, the User submits an offer to conclude a user agreement with User Flow.

The contract comes into existence only upon activation of the user account, express acceptance by User Flow, or the first provision of the contractually agreed services.

There is no claim to the conclusion of a contract.

5.3 Consent to contractual terms

Before completing registration, the User must

• expressly consent to these Terms, and
• expressly consent to the Data Processing Agreement pursuant to § 18.

The applicable Privacy Policy is made available to the User before registration is completed and must be taken note of by the User. Consent to the Privacy Policy is neither obtained nor required; the Privacy Policy is not a contractual term but information about data processing.

User Flow is entitled to document the time, version and technical details of such consent as well as of the provision of the Privacy Policy, insofar as this is necessary to evidence the conclusion of the contract or to comply with statutory obligations.

5.4 Refusal of registration

User Flow is entitled to refuse registrations or the conclusion of contracts where there is a legitimate reason to do so.

A legitimate reason exists in particular where

• statutory provisions preclude it,
• the User is not acting as an entrepreneur within the meaning of section 14 BGB,
• there are justified indications of abusive or unlawful use,
• false or incomplete information has been provided,
• or legitimate interests of User Flow preclude registration.

There is no obligation to give reasons for a refusal, unless statutory provisions require otherwise.

5.5 Access requirements

The User is responsible for creating and maintaining the technical requirements for using the Platform at their own expense for the duration of the contract.

This includes in particular a suitable internet connection, an up-to-date web browser and, where applicable, further technical requirements notified by User Flow.

§ 6User account, roles and permissions

6.1 User account

The User is obliged to keep their user account and all access credentials secure and to protect them against unauthorised access by third parties.

Disclosure of personal access credentials to unauthorised third parties is not permitted.

Where there is a suspicion that access credentials have been used without authorisation or have become known to third parties, the User must prevent this without undue delay by appropriate means and inform User Flow accordingly.

6.2 Responsibility for the user account

The Contracting Party is responsible for all activities carried out via its user account or the user accounts it has set up, insofar as these fall within its sphere of responsibility.

This applies in particular to the granting of permissions, the administration of users and the use of the functions provided within the user account.

6.3 Roles and permissions

User Flow provides a role-based permission system within the Platform.

Within the available functions, the Contracting Party may use pre-configured roles as well as create its own roles and determine their permissions freely. Configurable elements include in particular the name and description of the role, access to individual areas and Modules of the Platform, the scope of permitted actions within those areas, the scope of data access, and administrative rights regarding Creator accounts, further users, roles and connected Third-Party Platform accounts.

Which areas and permissions are configurable in detail depends on the scope of functions of the Platform available at the time.

The Contracting Party decides on its own responsibility which persons are granted which access or usage rights. It is obliged to grant permissions carefully and to review them regularly.

6.4 Responsibility for permissions

User Flow assumes no responsibility for the roles, permissions or authorisations configured by the Contracting Party.

In particular, User Flow is not liable for damage, data loss or other consequences arising from the fact that users were granted incorrect or excessive permissions.

6.5 Security measures

User Flow is entitled to introduce or adapt appropriate technical and organisational security measures to protect the Platform and its users.

These may include in particular security checks, identity verification, access restrictions, authentication procedures or comparable security mechanisms.

There is no claim to any particular security procedure.

§ 7Invited Users

7.1 Principle

The Contracting Party may add further persons as Invited Users within the Platform, insofar as User Flow provides corresponding functions.

The invitation is issued via the function provided for this purpose to an email address specified by the Contracting Party. Independent registration of Invited Users without a prior invitation is not possible.

7.2 No separate contractual relationship

The user agreement for the Platform exists exclusively between User Flow and the Contracting Party.

By setting up their user account, Invited Users do not become contracting parties of User Flow. They do not acquire any independent claim to the provision of the Platform.

Where the contractual relationship of the Contracting Party ends, or where the Contracting Party withdraws an Invited User's authorisation, that Invited User's access to the Platform ends as well.

7.3 Terms of use for Invited Users

Before using the Platform for the first time, Invited Users must consent to the following terms of use. The applicable Privacy Policy is made available to them at the same time.

Invited Users are obliged

• to use the Platform exclusively within the scope of the permissions and instructions granted to them by the Contracting Party,
• to keep their access credentials confidential and not to disclose them to third parties,
• to use the Platform exclusively in accordance with applicable law and the terms of use of the connected Third-Party Platforms,
• to treat personal data to which they gain access via the Platform as confidential and to use it exclusively for the purposes specified by the Contracting Party,
• not to copy, store, pass on or publish content, data or information from the Platform without authorisation,
• to refrain from the prohibited uses set out in § 8.4,
• and to inform User Flow and the Contracting Party without undue delay if they become aware of security incidents or unauthorised access to their user account.

7.4 Attribution

Acts of Invited Users are attributed to the Contracting Party in its relationship with User Flow, to the extent permitted by law.

The Contracting Party shall ensure that all users it invites comply with these Terms and with the terms of use set out in § 7.3.

7.5 Responsibility of the Contracting Party for the relationship with Invited Users

The Contracting Party is solely responsible for structuring its legal relationship with the users it invites in a lawful manner.

This includes in particular compliance with employment, social security, tax and residence law requirements as well as, where applicable, compliance with employee data protection requirements and existing co-determination rights.

User Flow does not carry out any review in this regard and assumes no responsibility for it.

§ 8Obligations of the User and permitted use

8.1 Use at the User's own responsibility

The User is obliged to use the Platform exclusively in accordance with applicable law, these Terms and the applicable terms of the supported Third-Party Platforms.

The User bears sole responsibility for all content, data, messages, automations, settings, connections and other actions carried out via User Flow within their sphere of responsibility.

8.2 Responsibility for content

The User shall ensure that all content provided, uploaded, stored, processed or used via the Platform is lawful and does not infringe the rights of third parties.

This applies in particular to messages, texts, images, videos, documents, templates, automations, scripts and other digital content.

The User shall in particular ensure that they hold all necessary rights to content uploaded or published via the Platform and that persons depicted have consented to the respective use, where such consent is required.

Where the User publishes, transmits or displays content from the Platform to third parties, the User is responsible for ensuring that no personal data, confidential information or other protected content is disclosed without authorisation.

The User is obliged to review content on their own responsibility before passing it on or publishing it. User Flow assumes no liability or responsibility for disclosures resulting from a publication or transfer of Platform content initiated by the User.

8.3 Compliance with statutory and contractual requirements

The User is obliged to comply, on their own responsibility, with all statutory provisions applicable to their use as well as with the terms of use, policies and other requirements of the supported Third-Party Platforms.

User Flow does not review whether the use of the Platform is compatible in an individual case with the statutory or contractual requirements applicable to the User.

8.4 Prohibited use

The User is in particular prohibited from

• using the Platform for unlawful purposes,
• infringing the rights of third parties,
• circumventing technical protection measures,
• impairing or circumventing security mechanisms,
• providing or distributing malware or other harmful content,
• manipulating the Platform or impairing its functionality,
• carrying out automated attacks or other abusive access to the Platform,
• using functions outside their intended purpose,
• disclosing access credentials without authorisation,
• using third-party user accounts or Third-Party Platform accounts without authorisation,
• providing or distributing content that violates statutory provisions, in particular depictions involving minors or content distributed without the consent of the persons depicted,
• or carrying out any other acts capable of impairing User Flow, other users or third parties.

This list is not exhaustive.

8.5 Responsibility for Third-Party Platform accounts

The User is solely responsible for ensuring that all accounts of supported Third-Party Platforms connected to User Flow are used lawfully and that the User holds the rights required for this purpose.

The User bears responsibility in particular for the connection, management and, where applicable, the merging of accounts of supported Third-Party Platforms.

8.6 Indemnification

The User shall indemnify User Flow against all third-party claims asserted on the basis of unlawful use of the Platform for which the User is responsible, a breach of these Terms, or the infringement of statutory provisions or third-party rights.

The indemnification also covers the reasonable costs of legal defence, insofar as the User is responsible for the claims asserted.

§ 9Automation functions (Bot)

9.1 Subject matter

User Flow may provide optional automation functions to support workflows in connection with supported Third-Party Platforms.

These may include in particular:

• the discovery and recording of profiles on supported Third-Party Platforms,
• the creation and management of lists and assignments,
• the automated sending of messages,
• the automated publication of comments,
• time-controlled or event-controlled message sequences,
• the automated publication of content,
• and comparable automations.

The specific scope of functions depends on the supported Third-Party Platform, the scope of services booked and the settings selected by the User.

9.2 Control by the User

The use of the automation functions takes place exclusively at the instigation of and in accordance with the specifications of the User.

The User determines on their own responsibility

• whether and to what extent automation functions are used,
• which supported Third-Party Platform accounts are connected for this purpose,
• according to which criteria profiles are selected or recorded,
• which content, templates and media are used,
• and at what times and with what frequency processes are executed.

All actions carried out by automation functions take place in the name of the connected Third-Party Platform account. User Flow does not thereby appear as an independent sender or communication partner towards the persons addressed.

User Flow does not decide which specific persons are addressed, which content is sent or which interactions are carried out.

9.3 Lawfulness of contact — specific notice

The User is solely responsible for ensuring that the contacting of persons initiated by them is lawful.

User Flow expressly draws attention to the following: According to German case law, direct messages sent via social networks and comparable services may qualify as "electronic mail" within the meaning of section 7 (2) of the German Act Against Unfair Competition (UWG). On that basis, promotional messages generally require the prior express consent of the recipient. This may also apply to messages delivered through the systems of a Third-Party Platform.

Before using automation functions, the User is obliged to assess on their own responsibility whether the intended contact is permissible under the provisions applicable to them and, where necessary, to obtain the required consent.

9.4 Requirements of Third-Party Platforms

Before using automation functions and the Platform Display, the User is obliged to check whether their use is permitted under the terms of use of the respective Third-Party Platform.

User Flow points out that Third-Party Platforms may prohibit, in whole or in part, automated access, the automated collection of information, the automated sending of messages or the embedded display of their interface, and that breaches may lead to measures taken by the respective Third-Party Platform up to and including the suspension of accounts.

User Flow does not review whether such use is compatible in an individual case with the terms of the respective Third-Party Platform and assumes no liability for measures taken by Third-Party Platforms.

9.5 Data protection responsibility of the User

Where the User processes personal data of third parties via automation functions, the User is responsible for ensuring that an appropriate legal basis exists.

The User is in particular responsible for fulfilling the information obligations incumbent upon them. User Flow points out that where personal data is not collected from the data subject themselves, an information obligation under Article 14 GDPR generally applies.

Within the available functions, User Flow provides technical means for this purpose, in particular the option of excluding persons from further contact.

9.6 Objection and exclusion from further contact

The Platform provides functions allowing individual persons to be excluded from further automated contact.

The User is obliged to comply without undue delay with an objection raised by a data subject against further contact and to permanently exclude that person from further automated contact.

9.7 Limits and protective measures

User Flow is entitled to limit the use of automation functions in terms of volume or time, in particular by limiting the number of Slots that may be used simultaneously and by limiting the number of processes executed.

The applicable limits are set out in the information published at user-flow.de. User Flow is entitled to adjust these limits for technical or security reasons, to comply with requirements of supported Third-Party Platforms, or to ensure stable operation of the Platform.

9.8 Indemnification

The User shall indemnify User Flow against all third-party claims arising from the User's use of automation functions. § 8.6 applies accordingly.

§ 10Translation function (Translator)

10.1 Subject matter

User Flow may provide an optional function for the automated translation of communication content.

To carry out the translation, User Flow uses external translation or AI services. The service used in each case is set out in the Privacy Policy.

Use takes place exclusively at the instigation of the respective User. The function may be activated or deactivated at any time.

10.2 Billing by quota

Use of the Translator is billed according to word quotas. The quotas and tariffs available in each case are set out in the information published at user-flow.de.

Where the agreed quota is exhausted within a billing period, continued use may — depending on the options described at user-flow.de and selected by the User — either be restricted until the beginning of the next billing period or continued against a separate fee.

10.3 No warranty for translation results

Automated translations may be incomplete, inaccurate or erroneous in substance.

User Flow assumes no warranty for the substantive accuracy, completeness or appropriateness of translation results. The User is obliged to review translations on their own responsibility before using them, insofar as this is required in the circumstances.

10.4 Notice and labelling obligations

Where the User is subject to statutory notice or labelling obligations when using automatically generated or translated content, the User is responsible for complying with them.

§ 11Rights of use

11.1 Right to use the Platform

For the duration of the respective contractual relationship, User Flow grants the Contracting Party the simple, non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own commercial purposes within the scope agreed under the contract.

The Contracting Party is entitled to extend this right of use to the users it invites, within the available functions.

No rights of use beyond this are granted.

11.2 No transfer of rights in the Platform

The use of the Platform or of individual functions does not transfer any rights in the software, the source code, the underlying technologies, trade marks, designs, databases or other components of User Flow to the User.

All rights remain with User Flow or the respective rights holders.

11.3 Rights in the User's content

All rights in content that the User enters into, uploads to, creates within or processes via the Platform remain with the User or the respective rights holders.

The User grants User Flow a simple right, unlimited in territory and limited in time to the duration of the contractual relationship, to store, reproduce, technically process, transfer and display this content insofar as this is necessary for the contractual provision of the services.

This includes in particular the storage and backup of the content, its display to authorised users, its transfer to connected Third-Party Platforms in accordance with the User's specifications, format adjustments, and its transfer to engaged technical service providers to the extent necessary.

No use of the User's content beyond this takes place, in particular no use for User Flow's own advertising purposes and no use for training AI models.

11.4 Restrictions on use

Unless mandatorily permitted by law or expressly permitted by User Flow, the User is in particular prohibited from

• reproducing, selling, renting, lending or otherwise making the Platform or parts thereof available to third parties,
• reverse engineering, decompiling or otherwise technically analysing the Platform or individual functions,
• circumventing technical protection measures or security mechanisms,
• carrying out automated access outside the functions provided by User Flow,
• using the Platform to develop or operate a substantially comparable product or service,
• or removing or altering intellectual property rights, copyright notices or other markings.

Mandatory statutory rights, in particular under sections 69d and 69e of the German Copyright Act (UrhG), remain unaffected.

11.5 Feedback

Where the User voluntarily submits ideas, suggestions for improvement, error reports, feature requests or other feedback to User Flow, User Flow is entitled to use this free of charge and without limitation in time, territory or content for the further development, improvement or marketing of the Platform.

There is no claim to remuneration or to the implementation of individual suggestions.

§ 12Trial Periods and beta versions

12.1 Trial Periods

User Flow may offer time-limited, free-of-charge access (a Trial Period) for individual Modules.

Whether a Trial Period is offered and its duration, scope and conditions are set out in the information published at user-flow.de in the version applicable at the time. There is no claim to the granting of a Trial Period or to any particular duration.

12.2 No automatic conversion

Taking up a Trial Period does not require payment details to be provided.

A Trial Period does not automatically convert into a paid contractual relationship. Upon expiry of the Trial Period, access to the affected functions ends unless the User actively books a paid Module.

12.3 Restrictions during the Trial Period

The scope of functions may be restricted during a Trial Period.

User Flow is entitled to change, restrict or discontinue Trial Periods at any time and to exclude individual users from Trial Periods where there is an objective reason to do so, in particular where there are indications of abusive repeated use.

12.4 Beta versions

User Flow may provide individual functions, modules, integrations or other components of the Platform as beta versions, test functions, early-access versions or comparable preliminary versions.

Such provision is voluntary and does not create any claim to permanent provision or further development.

12.5 Particularities of beta versions

Beta versions serve in particular to trial new or further developed functions. They may in particular

• be incomplete,
• contain errors or technical limitations,
• be subject to change,
• be temporarily unavailable,
• or be extended, adapted or discontinued at any time.

The provisions of § 13 on availability do not apply to beta versions.

12.6 Changes and discontinuation

User Flow is entitled to change, restrict, replace or discontinue beta versions in whole or in part at any time.

There is no claim to the unchanged or permanent provision of individual beta functions.

12.7 Precedence of specific terms

Where supplementary terms apply to individual beta versions or test programmes, these shall take precedence over the provisions of this section for the respective area of application.

§ 13Availability, maintenance and defects

13.1 Agreed availability

User Flow provides the Platform with an availability of 99% on a monthly average.

Availability is calculated as the ratio of the time actually available to the total time of the respective calendar month, less the times not counted under sections 13.2 and 13.3.

The Platform is deemed available where its essential functions can be used at the handover point, being the router output of the data centre used by User Flow.

13.2 Times not counted

The following do not count as downtime:

• announced maintenance work pursuant to section 13.3,
• periods during which the Platform cannot be used or can be used only to a limited extent due to disruptions, restrictions, changes or measures of supported Third-Party Platforms,
• periods during which use is restricted due to circumstances outside the control of User Flow, in particular failures of telecommunications networks or power supply, or cases of force majeure pursuant to § 17.6,
• periods during which use is restricted due to a cause for which the User is responsible, in particular inadequate technical requirements pursuant to § 5.5,
• periods of a justified suspension pursuant to § 16.4,
• and restrictions required on the basis of statutory or regulatory orders.

13.3 Maintenance work

User Flow is entitled to carry out maintenance work, security updates, technical adjustments and other measures necessary for the secure, proper or economical operation of the Platform.

Plannable maintenance work shall where possible be carried out outside normal business hours and, where this is possible and reasonable in the circumstances, announced in advance within the Platform or by email.

Urgent maintenance and security measures required to avert risks to the security or functionality of the Platform may be carried out by User Flow at any time and without prior notice.

13.4 Defects

A defect exists where the Platform deviates not merely insignificantly from the condition owed under this contract.

The following do not constitute a defect:

• deviations resulting from disruptions, changes, restrictions or measures of supported Third-Party Platforms,
• restrictions within the availability agreed under section 13.1,
• deviations resulting from a cause for which the User is responsible,
• and limitations of beta versions and test functions.

13.5 Notification and remedy of defects

The User is obliged to report defects in text form without undue delay after discovering them, providing the information necessary for error analysis insofar as this is reasonable for the User.

User Flow shall remedy reported defects within a reasonable period. User Flow is entitled to remedy defects by providing a reasonable workaround.

13.6 Provisions under tenancy law

The strict liability of User Flow for defects already present at the time the contract was concluded (section 536a (1), first alternative, BGB) is excluded. Liability under § 17 remains unaffected.

Section 545 BGB on the tacit extension of the tenancy relationship does not apply.

The User's right of retention under section 320 BGB and the right to reduce payment under section 536 BGB remain unaffected; § 19.5 applies to set-off.

13.7 Further development of the technical infrastructure

User Flow is entitled to further develop or replace technical systems, server structures, security mechanisms, hosting environments and other components of the technical infrastructure, provided that the essential purpose of the contract is not thereby impaired.

There is no claim to the continued existence of a particular technical implementation or infrastructure.

§ 14Tariffs, fees and payment terms

14.1 Tariffs and service models

User Flow may offer different Modules, tariffs, service models and remuneration structures.

These may include in particular services free of charge, paid subscriptions, Slot-based remuneration models, quota-based remuneration models, revenue-based remuneration models or individually agreed services.

The applicable scope of services and the fee owed for it are set out in the information published at user-flow.de in the version valid at the time the contract is concluded or at the time of the respective renewal.

14.2 Slot-based billing

Where a Module is billed per Slot, the obligation to pay arises upon booking the respective Slot.

Each Slot constitutes a separate billing and contract-term object. The term of a Slot begins on the day it is booked and renews in accordance with § 16.1. Billing takes place on the respective monthly or annual anniversary of the booking of that Slot.

Pro rata billing of individual Slots for partial periods does not take place.

14.3 Revenue-based remuneration

Where a tariff provides for revenue-based remuneration, the following applies:

(a) Basis of calculation. The basis of calculation is the net proceeds accruing to the User in the respective billing period from the Creator accounts connected to the Platform, that is, the revenue generated on the respective Third-Party Platform after deduction of the fees and commissions retained by that Third-Party Platform.

(b) Data basis. The calculation is based exclusively on the data available to User Flow via the connected Third-Party Platform accounts. The User is under no obligation to report or provide evidence.

(c) Billing period and due date. The revenue-based remuneration is determined and billed after the end of each calendar month for the month that has ended. By way of derogation from section 14.5, it is payable in arrears.

(d) Connected accounts. Only Creator accounts that were connected to the Platform during the respective billing period are taken into account. Where an account is connected or disconnected during a billing period, only the proceeds attributable to the period of connection are taken into account, insofar as the available data permits such attribution.

(e) Corrections. Where it emerges after invoicing that the underlying data was incorrect or incomplete, in particular because the respective Third-Party Platform has subsequently corrected, cancelled or reversed revenue, either party is entitled to request a corresponding correction. Corrections may be asserted within six months of receipt of the invoice concerned and are offset against the next billing.

(f) Period for objections. Objections to a statement must be raised in text form within six weeks of receipt. After expiry of this period, the statement is deemed approved, unless the deviation is based on intent or gross negligence on the part of User Flow or was not identifiable by the User. User Flow shall draw attention to this period and to the consequences of failing to observe it in every statement.

(g) No minimum or maximum amount. No minimum or maximum remuneration has been agreed.

14.4 Payment methods

Payment is made via the payment methods or payment service providers offered by User Flow.

User Flow is entitled to change the payment methods or payment service providers offered or to provide additional payment options, provided this is reasonable for the User.

The User is obliged to maintain a valid payment method during the term of the contract and to ensure sufficient funds.

14.5 Due date

Unless otherwise agreed, agreed fees are payable in advance for the respective billing period.

Section 14.3 (c) applies to revenue-based remuneration. Usage-based fees under § 10.2 are billed in arrears.

14.6 Value added tax

All prices are net prices plus the statutory value added tax applicable at the time.

Where the User is an entrepreneur established in another Member State of the European Union and has provided a valid VAT identification number, billing takes place under the reverse charge procedure; in this case, the tax liability passes to the User.

The User is obliged to provide the information required for the correct tax treatment completely and accurately and to notify any changes without undue delay. Where User Flow suffers tax disadvantages as a result of incorrect or non-updated information, the User shall reimburse these.

14.7 Change of tariff

A change between different tariffs or service models is possible at the end of the respective contract term, unless User Flow offers otherwise.

The scope of services available may change as a result of a change of tariff.

14.8 Changes to services upon a change of tariff

Where the User changes to a tariff with a reduced scope of services, or where the entitlement to use individual functions or Modules ends, certain functions, content, integrations or data may be available only to a limited extent or no longer available.

Statutory retention obligations and expressly agreed rights of the User remain unaffected.

14.9 Price changes

User Flow is entitled to adjust prices for future contract periods.

A price change shall be notified to the User in text form at least six weeks before it takes effect. The notification shall state the previous and the new price, the date on which the change takes effect and a reference to the right of termination under sentence 4.

The price change shall take effect at the earliest at the beginning of the contract period following the notification. Contract periods already paid in full remain unaffected.

The User is entitled to terminate the affected part of the contract, with effect from the date on which the price change takes effect, up until that date.

14.10 Default of payment

Where the User defaults on payments due, User Flow is entitled to charge default interest at the statutory rate.

User Flow is further entitled, after prior reminder and the unsuccessful expiry of a reasonable grace period, to restrict individual services temporarily or to suspend access to the Platform in whole or in part until all outstanding amounts have been settled.

Further statutory or contractual rights of User Flow remain unaffected.

14.11 Refunds

Unless mandatorily required by law or expressly agreed between the parties, there is no claim to a full or partial refund of fees already paid.

This applies in particular in the event of

• ordinary termination during the current contract term,
• a justified suspension or extraordinary termination by User Flow due to conduct for which the User is responsible,
• or non-use of the Platform by the User.

Where services, functions or supported Third-Party Platforms cease permanently or where the scope of services changes materially for other reasons, § 4.4 applies; in this case, fees already paid in advance shall be refunded on a pro rata basis for the period following the effective date of termination.

Mandatory statutory claims of the User remain unaffected.

§ 15Support

15.1 Support services

User Flow provides users with support within the scope of the services offered.

Support is provided via the ticket system made available within the Platform. User Flow may additionally offer further communication channels.

Response and processing times are not guaranteed. User Flow processes support requests within a reasonable period.

15.2 Duties to cooperate

The User is obliged to support User Flow appropriately in processing support requests.

This includes in particular providing the information necessary for error analysis, insofar as this is reasonable for the User.

When transmitting information via support channels, the User is obliged not to transmit personal data that is not necessary for processing the request.

15.3 Administrator access

Insofar as this is necessary to process support requests, to analyse errors, to remedy technical disruptions, to ensure IT security or to comply with statutory obligations, User Flow is entitled to access user accounts or individual areas of the Platform.

Such access takes place exclusively to the extent necessary, is logged and is subject to applicable data protection law and to the Data Processing Agreement.

15.4 No general monitoring obligation

User Flow is not obliged to continuously monitor all user activities, content or data or to review them for lawfulness.

Statutory obligations to review or remove unlawful content remain unaffected.

15.5 Protective measures

Where User Flow identifies significant security risks, serious technical errors or obvious breaches of statutory provisions or of these Terms in the course of support services or administrator access, User Flow is entitled to take the measures necessary to avert the risk.

These may include in particular temporary restrictions of individual functions or access rights.

§ 16Term, termination, suspension and data export

16.1 Contract term

The term depends on the billing period selected.

In the case of monthly billing, the term is one month and renews automatically by a further month unless terminated in due time.

In the case of annual billing, the term is twelve months and renews automatically by a further twelve months unless terminated in due time.

Where several Slots are booked, sentences 2 and 3 apply to each Slot separately; § 14.2 applies.

16.2 Ordinary termination

In the case of monthly billing, the User may terminate at any time with effect from the end of the current contract term.

In the case of annual billing, the User may terminate with one month's notice to the end of the current contract term.

Where several Slots are booked, the User may terminate individual Slots separately. In doing so, the User determines which Slot and which account of a supported Third-Party Platform assigned to it the termination covers. The termination of individual Slots does not affect the remaining Slots. A termination that does not indicate which Slots it relates to covers all Slots of the Module concerned.

Termination may be effected via the functions provided within the Platform or in text form.

16.3 Extraordinary termination

The right of both parties to terminate extraordinarily for good cause remains unaffected.

Good cause exists for User Flow in particular where

• the User seriously or repeatedly breaches these Terms,
• statutory provisions are violated,
• the Platform is used abusively or unlawfully,
• payments due are not made despite a reminder and a reasonable grace period,
• legitimate interests of User Flow or of third parties are significantly impaired,
• or continuation of the contractual relationship until the end of the regular term is unreasonable.

This list is not exhaustive.

16.4 Suspension of the user account

User Flow is entitled to suspend user accounts or individual functions temporarily, in whole or in part, where this appears necessary in order to

• eliminate security risks,
• comply with statutory obligations,
• prevent serious breaches of these Terms,
• protect the rights of third parties,
• enforce outstanding payment arrears,
• or ensure the proper operation of the Platform.

Where circumstances permit, the User shall be informed of the material reasons before the suspension or without undue delay thereafter.

Where the reason for a temporary suspension ceases to apply, User Flow shall lift the suspension without undue delay. Where the contractual relationship continues, the User's claim to performance remains unaffected.

16.5 Consequences of termination

Upon termination of the contract, the User's right to use the Platform ends.

After expiry of the period under section 16.6, User Flow is entitled to deactivate access to the Platform and to the services provided through it.

Statutory retention obligations and statutory rights of the User remain unaffected.

16.6 Data export and transition to another provider

User Flow supports the User in terminating the contractual relationship and in switching to another provider.

(a) Transition period. After a termination takes effect, the User has a transition period of 30 calendar days during which they may retrieve and export the data concerning them. At the User's request, this period shall be extended where this is necessary for technical reasons.

(b) Retrieval period. After expiry of the transition period, the data shall remain available for retrieval for a further 30 calendar days, provided the User requests this before the transition period expires.

(c) Scope. Exportable data comprises the master data of the User and of the connected accounts stored within the Platform, CRM data including lists, tags, notes and status information, communication data, analysis and statistics data, activity and time-tracking data, role and permission information, and content uploaded by the User, in each case in a structured, commonly used and machine-readable format.

Components of the Platform itself, in particular software, source code and technical configurations of User Flow, as well as data held exclusively within the respective Third-Party Platform, are not exportable.

(d) Fee. No fee is charged for the export and provision of data under this section.

(e) Erasure. The Data Processing Agreement and the Privacy Policy apply to the erasure of personal data after the end of the contract.

§ 17Liability

17.1 Unlimited liability

User Flow is liable without limitation

• in cases of intent and gross negligence,
• for damage arising from injury to life, body or health,
• under the provisions of the German Product Liability Act,
• in cases of fraudulent concealment of a defect or the assumption of a guarantee,
• and in other cases of mandatory statutory liability.

17.2 Liability in cases of ordinary negligence

In cases of ordinary negligence, User Flow is liable only for the breach of a material contractual obligation.

Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the User may regularly rely.

In such cases, the liability of User Flow is limited to the foreseeable damage typical of the contract.

17.3 Maximum liability amount

The liability of User Flow under section 17.2 is limited in amount to the fees paid by the User to User Flow in the twelve months preceding the event giving rise to the damage, but to at least EUR 5,000.00.

This limitation applies per contract year to all cases of damage occurring in that period taken together.

The limitation does not apply in the cases set out in section 17.1.

17.4 Loss of data

The liability of User Flow for the loss of data is limited to the expenditure that would have been required to restore the data had the User carried out proper and regular data backups.

This does not apply in the cases set out in section 17.1.

17.5 Exclusions of liability

To the extent permitted by law and unless otherwise provided in these Terms, User Flow is in particular not liable for

• indirect damage and consequential damage,
• lost savings,
• lost revenue or business opportunities,
• reputational damage,
• restrictions or failures of supported Third-Party Platforms,
• changes to the technical or legal framework conditions of supported Third-Party Platforms,
• measures, suspensions or other decisions of supported Third-Party Platforms, including those based on the use of automation functions or the Platform Display,
• inaccurate, incomplete or delayed data transmitted by supported Third-Party Platforms,
• content, data, messages, automations or other acts of the User or of the users set up by them,
• third-party claims based on contact initiated by the User,
• results of automated translations,
• and other circumstances outside the control of User Flow.

17.6 Force majeure

User Flow is not liable for the non-performance or delayed performance of contractual obligations where this is due to events outside the reasonable control of User Flow that could not have been prevented by the application of reasonable care.

These include in particular natural disasters, war, terrorism or comparable events, pandemics or epidemics, strikes or lawful industrial action, official orders, widespread failures of telecommunications or energy supply networks, cyber attacks and other cases of force majeure.

As soon as the event of force majeure ends, User Flow shall resume performance of the contractual services without undue delay within the technical and economic possibilities.

17.7 Limitation period

Claims of the User against User Flow become time-barred twelve months after the statutory commencement of the limitation period.

This does not apply to claims arising from the cases set out in section 17.1 or to claims for which the law mandatorily provides for longer periods.

17.8 Indemnification

The User shall indemnify User Flow against all third-party claims asserted on the basis of unlawful use of the Platform for which the User is responsible, a breach of these Terms, of statutory provisions or of third-party rights.

The indemnification also covers the reasonable costs of legal defence, insofar as the User is responsible for the claims asserted.

§ 18Data protection and processing on behalf

18.1 Processing of personal data

User Flow processes personal data in connection with the provision of the Platform in accordance with applicable data protection law and the current Privacy Policy.

The Privacy Policy provides information about data processing and is not a contractual term.

18.2 Data Processing Agreement

Where User Flow processes personal data on behalf of the Contracting Party, the Data Processing Agreement pursuant to Article 28 GDPR applies, which is made available to the Contracting Party during registration and expressly accepted by it.

The Data Processing Agreement forms part of the contractual relationship and comes into existence at the same time as the user agreement. A separate request by the Contracting Party is not required.

The current version and the overview of the sub-processors engaged are available at user-flow.de.

18.3 Responsibility of the User

The Contracting Party remains responsible for the lawfulness of the personal data it processes via the Platform and for compliance with the data protection obligations incumbent upon it, insofar as User Flow is not itself the controller by law.

This applies in particular to determining the purposes of processing, establishing the legal bases, fulfilling information obligations towards data subjects, and handling data subject requests.

18.4 Special categories of personal data

Where the Contracting Party processes special categories of personal data within the meaning of Article 9 (1) GDPR via the Platform, it is responsible for ensuring that, in addition to a legal basis under Article 6 GDPR, an applicable exception under Article 9 (2) GDPR exists.

18.5 Cooperation on data protection matters

The User is obliged to inform User Flow without undue delay where they become aware of data protection breaches, security incidents or other circumstances relevant under data protection law in connection with the use of the Platform, insofar as these may affect User Flow.

§ 19Final provisions on payment and processing

19.1 Text form

Where these Terms provide for text form, transmission by email to the address on file or via the functions provided within the Platform shall suffice.

19.2 Communication and notices

Unless otherwise provided in these Terms or by law, User Flow may transmit contract-related notices to the User in an appropriate form.

These include in particular information on changes to the Platform, maintenance work, security measures, changes to these Terms, price or tariff changes, contract-related notices and other communications concerning the contractual relationship.

Notices may be given in particular within the Platform, by email or via other communication channels provided by User Flow for contractual communication.

19.3 Currency of contact details

The User is obliged to keep the contact details stored in their user account up to date.

Disadvantages arising from the User providing incorrect or outdated contact details or failing to notify changes in good time shall be borne by the User.

19.4 Assignment

The User is not entitled to assign rights or claims under this contractual relationship to third parties without the prior consent of User Flow in text form.

Section 354a of the German Commercial Code (HGB) remains unaffected.

19.5 Set-off and retention

The User may set off only against claims that are undisputed, have been finally determined by a court, or are ready for decision.

The User may assert a right of retention only on the basis of counterclaims arising from the same contractual relationship.

§ 20Confidentiality

20.1 Confidential information

The parties undertake to treat confidential information of the other party as confidential and to use it exclusively for the performance of the contractual relationship.

Confidential information means all information of a commercial, technical, organisational, economic or other nature that is not publicly known and that is to be regarded as confidential by its nature or is expressly designated as confidential.

20.2 Protective obligations

The parties shall protect confidential information against unauthorised third-party access and make it accessible only to those persons who require it for the performance of the contractual relationship.

The User is in particular obliged to treat access credentials, internal Platform information, non-public functionality and security-relevant information as confidential.

20.3 Exceptions

The obligation of confidentiality does not apply to information

• that was already lawfully known to the receiving party,
• that is generally known or becomes generally known without breach of these Terms,
• that was lawfully disclosed by a third party,
• that was developed independently and without the use of confidential information,
• or whose disclosure is required by law, by an authority or by a court.

20.4 Legally required disclosure

Where a party is required by law, by an authority or by a court to disclose confidential information, it may disclose it to the extent necessary.

Insofar as legally permissible and reasonable, it shall inform the other party in advance.

20.5 Continued application

The obligations under this section continue to apply after the end of the contractual relationship for as long as and to the extent that a legitimate interest in confidentiality exists.

§ 21Referral programme

21.1 Subject matter

User Flow may offer a referral programme under which participants receive a commission for referring new contracting parties.

The applicable commission rates, tiers and other conditions are set out in the information published at user-flow.de.

21.2 Eligibility

Only contracting parties of User Flow are eligible to participate.

Invited Users are not eligible to participate.

21.3 Attribution

A referred contracting party is attributed to the participant where it registers via the participant's personal referral link or referral code.

The attribution remains in place for the duration of the contractual relationship of the referred contracting party.

21.4 Commission tier

The applicable commission tier depends on the number of contracting parties attributed to the participant that maintain a paid contractual relationship with User Flow in the respective billing month.

The commission tier is determined separately for each billing month. Where the number of attributed active contracting parties decreases, the correspondingly lower tier applies for the following billing months.

21.5 Billing and payout

The commission is determined and paid out monthly in arrears on the basis of the net fees actually paid by the attributed contracting parties in the respective billing month.

There is no minimum payout amount.

Billing takes place by way of the self-billing procedure (Gutschriftverfahren) pursuant to section 14 (2) sentence 2 of the German VAT Act (UStG). The participant consents to this. The participant is obliged to provide User Flow with the tax information required for this purpose, in particular its VAT identification number or a declaration regarding the small business regulation, and to notify any changes without undue delay. Where the participant objects to a self-billed invoice, its effect as an invoice ceases.

21.6 Refunds

Where fees on which a commission has been paid are subsequently refunded or charged back, User Flow does not reclaim commissions already paid out.

21.7 Impermissible participation

The following are in particular not permitted:

• referring oneself, including through the use of further user accounts held by oneself or by affiliated persons,
• referring through misleading, harassing or unlawful advertising measures,
• using trade marks or signs of User Flow outside the advertising materials provided by User Flow,
• and any other abusive participation.

In the event of breaches, User Flow is entitled to terminate participation and to withhold commissions not yet paid out.

21.8 Change and termination of the programme

User Flow is entitled to change or terminate the referral programme.

Termination or a change that is disadvantageous for participants shall be announced in text form at least three months in advance.

For contracting parties already attributed to the participant before the termination or change takes effect, the entitlement to commission continues under the previous conditions for the duration of their contractual relationship. The attribution of new contracting parties is no longer possible from the date on which the termination takes effect.

§ 22Amendments to these Terms

22.1 Right to amend

User Flow is entitled to amend or supplement these Terms with effect for the future, provided that there is an objective reason for doing so and that the User is not thereby unreasonably disadvantaged.

An objective reason exists in particular where

• statutory or regulatory requirements make this necessary,
• case law changes,
• new technical or security-related requirements arise,
• the Platform or individual services are further developed,
• new functions, Modules or service models are introduced,
• or gaps must be closed that were not foreseeable when the contract was concluded.

The principal obligations of the parties and the remuneration are not subject to unilateral amendment; § 14.9 applies exclusively to price changes.

22.2 Procedure

Intended amendments shall be notified to the User in text form at least six weeks before they take effect.

The notification shall contain the amended provisions, the date on which they take effect and a clear reference to the right of objection, the objection period and the consequences of failing to object.

22.3 Deemed consent and objection

Where the User does not object in text form before the amendment takes effect, the amendment is deemed approved.

Where the User objects in due time, the contractual relationship shall be continued on the previous terms. In this case, User Flow is entitled to terminate the contractual relationship with effect from the end of the current contract term.

§ 23Final provisions

23.1 Applicable law and place of jurisdiction

§ 1.7 applies.

23.2 Legal succession

User Flow is entitled to transfer rights and obligations under the contractual relationship in whole or in part to an affiliated company or a legal successor, provided that the legitimate interests of the User are not thereby unreasonably impaired.

The User shall be informed of such a transfer in text form in good time.

23.3 Severability

Should individual provisions of these Terms be or become invalid in whole or in part, or fail to become part of the contract, the validity of the remaining provisions shall remain unaffected.

Insofar as provisions are invalid or have not become part of the contract, the content of the contract shall be governed by the statutory provisions.

23.4 Entry into force

These General Terms and Conditions apply from the date of their valid incorporation into the respective contractual relationship.

Provider

User Flow LT UG (haftungsbeschränkt)
Alt-Möllner-Straße 37–42, Gebäude B
23879 Mölln
Germany

Managing Directors: Maximilian Laurentius Turowski, Hendrik Lembicz (jointly authorised to represent the company)
Register court: Amtsgericht Lübeck, HRB 27853 HL
VAT identification number: DE464567308

Email: info@user-flow.de
Website: https://user-flow.de

Last updated: 10/2026 · Version: 2.01