Terms and conditions

VAULO GmbH (Provider)

and users (businesses / commercial operators)

§ 1 Scope and definitions

(1) These general terms and conditions (the “Terms”) govern the contractual relationship between VAULO GmbH, Ridlerstraße 55, 80339 München, email: hello@vaulo.com

(“VAULO” or “we”) and businesses or commercial customers within the meaning of section 14 of the German Civil Code (BGB) (both referred to as “users”) concerning the use of the services offered (referred to as the “product”, “service” or “package”) through our VAULO website or one of our apps.

(2) Conflicting, differing or supplementary contractual terms of users that contradict these Terms do not apply. Such contractual terms apply only to the extent that we, VAULO, expressly agree to them at least in text form.

§ 2 Formation of a contractual relationship for a VAULO user account through registration

(1) Natural persons over the age of 18 and legal entities may register to use the product. A legal entity may be registered only by an authorised representative, who must be identified by name. Without a user account, subscriptions or services cannot be used or booked.

(2) Each user may create and delete their own VAULO user account. During registration, we request the user's full name, address, company or professional name and email address, and ask the user to choose a password.

(3) To complete registration, the user agrees to our Terms and applies to open a VAULO user account by clicking the relevant button. We accept the application to open a user account by sending the user an email containing a confirmation link. This establishes the contract for a user account. The account is activated immediately when the user activates the confirmation link.

§ 3 Trial period

(1) Every newly registered account is automatically set up as a free trial account for a period of 30 days. This free trial is the only free option; there is no permanently free account. The available service packages can be viewed on our website.

(2) The free trial account is activated when the confirmation link is activated in accordance with § 2(3).

(3) The free usage contract ends automatically at the end of the 30-day trial period. If the user does not enter into a paid subscription during the trial period, the account and the entire organisation are automatically suspended (login is blocked). Data, photos and videos uploaded by the user during the trial remain stored for six months after suspension. When the suspension takes effect, a one-off email is sent to the user's registered email address informing them of the suspension, the six-month retention period and the subsequent permanent deletion of all data. Once these six months have elapsed, the account, the organisation and all associated data are irreversibly deleted without further notice.

(4) During the trial period, the user may switch to a paid subscription in the following ways:

In the Subscription settings, by clicking the “Jetzt kostenpflichtig verlängern” (“Renew as a paid subscription now”) button. At the same time, the selected payment provider is informed of the new customer and the selected service package. Payment begins after the trial period ends.

By accepting an individual offer from VAULO. The user confirms the offer in writing, after which the corresponding package is activated. In this case, the terms and prices stated in the offer apply.

(5) The contract is concluded in German.

§ 4 Booking subscriptions (packages)

(1) Users with an existing VAULO user account may book paid services (packages) as a subscription. An overview of the available packages is provided on our website.

(2) After creating a VAULO user account in accordance with § 2, or if an account already exists, the user may select and book a package in the “Subscription” section.

(3) Users who already have a subscription may adjust it at any time. The following changes are possible:

Switching to a different package using the “Jetzt wechseln” (“Switch now”) or “Jetzt hinzubuchen” (“Add now”) buttons within the account, or on the basis of an individual offer from VAULO. When accepting an individual offer, the user confirms it in writing, after which the new package is activated.

Increasing or reducing the booked storage capacity. Storage capacity is increased automatically if the booked capacity is exceeded, and the user is charged accordingly.

Adding paid add-ons. Add-ons are not activated automatically; users must activate them themselves in their account. If the user belongs to an organisation, the organisation's administrator may also arrange activation. Charges begin only after activation.

Adding further users: In all Corporate plans except Corporate Essential, for which additional users cannot be booked, users exceeding the contractually agreed allowance are charged separately immediately upon being added.

(4) The user then reaches the order summary page, where they may make corrections or, after confirming their agreement to the Terms and acknowledging the cancellation information, place the order by clicking “Jetzt kostenpflichtig bestellen” (“Place paid order now”).

(5) By completing the order process, the user makes a binding offer to us to enter into a contract for use of the booked subscription on the basis of these Terms. We accept this offer by requesting payment for the service. This establishes the contract for paid provision of the ordered service (also referred to below as the “paid usage contract”).

(6) Payments may be made through our payment providers Stripe and PayPal, or by invoice.

Credit card payments are processed in cooperation with Stripe Payments Europe, Ltd., c/o A&L Goodbody, IFSC, North Wall Quay, Dublin 1, Ireland, subject to Stripe's terms of service, available at https://stripe.com/de/terms

.

For payments through PayPal (Europe) S.à r.l. et Cie, S.C.A., 22–24 Boulevard Royal, L-2449 Luxembourg, we transfer your email address, delivery address and details of the booked services to PayPal. The legal basis for this transfer is Article 6(1), first sentence, point (b) GDPR.

For payment by invoice, the stated amount must be paid in full without deductions within 14 days of receipt of the invoice. The invoice is sent to the user's registered email address after the contract is concluded.

(7) In the event of late payment, we may suspend the organisation's account and all associated user accounts (blocking login) after a payment reminder has been unsuccessful. The user is notified in advance by email of the impending suspension. The contract remains in force during suspension; however, the services cannot be used until the outstanding amount has been paid in full. If payments remain outstanding for six months despite suspension, we may permanently delete the organisation's account, all associated user accounts and all data. The user is notified by email at least 30 days before the impending deletion. Deletion of the account terminates only the usage relationship. Outstanding payment claims remain unaffected by deletion and continue to exist as a separate obligation.

(8) Immediately after the paid usage contract is concluded and, for credit card or PayPal payments, after payment has been made, we send the user an email containing a confirmation link. The booked subscription is activated when the link is clicked. For payment by invoice, activation takes place after receipt of the full invoice amount.

(9) § 3(5) applies accordingly.

§ 5 Rights to use the contractual services

(1) We grant the user a non-exclusive, non-transferable and non-sublicensable right to use the contractual service for its intended purpose for the agreed contract term and booked number of users. We also grant the user, for the agreed contract term, a non-exclusive, non-transferable right to make their own uploaded photos and videos publicly accessible on the presentation website they can create themselves (public media portal), and to enable their customers to download them.

(2) In all other respects, intended use is governed by the usage provisions of these Terms and the service descriptions on our VAULO website.

(3) The right of use ends when the contract term expires. Further use is permitted only after a new usage contract has been concluded with a newly selected subscription.

(4) The user does not acquire ownership of the product we provide at any time, as only a right of use limited to the contract term is granted.

(5) We receive the right to store content uploaded by the user in our file system and to reproduce, edit, distribute and make it accessible for the user within the scope of the usage contract. We do not adopt the content as our own at any time.

§ 6 Fees, term, termination, discontinuation of services and changes to the Terms

(1) Services can be booked for a specified term to the extent stated on the Subscription page.

(2) Prices for use of the contractual services are net prices plus the statutory VAT applicable in Germany at the time of provision.

(3) The fee is due for payment in full without deductions immediately after the contract is concluded. Payment is made through the payment providers specified in § 4(6).

(4) Termination of the subscription depends on the type of contract:

Annual contracts:

The contract renews automatically for a further year unless terminated no later than 60 days before the end of the agreed contract term. Termination may be submitted online through the VAULO user account or by email to hello@vaulo.com

.

Three-year contracts:

Ordinary termination is excluded during the agreed term. Termination is possible only at the end of the three-year contract term, with at least 60 days' notice before the end of the term. If timely notice is not given, the contract renews automatically for successive periods of one year. Notice of termination must be sent by email to hello@vaulo.com

.

Five-year contracts:

Ordinary termination is excluded during the agreed term. Termination is possible only at the end of the five-year contract term, with at least 60 days' notice before the end of the term. If timely notice is not given, the contract renews automatically for successive periods of one year. Notice of termination must be sent by email to hello@vaulo.com

.

Upon automatic renewal, VAULO's list prices current at the time of renewal apply. Individual special terms, discounts or differing price agreements apply exclusively to the originally agreed contract term and do not renew automatically. If different terms are to apply upon renewal, these must be agreed individually with VAULO before the renewal date.

(5) The right to terminate without notice for good cause remains unaffected. Good cause includes, in particular, payment being overdue by more than 14 calendar days, use of the services in breach of copyright or other law, or other misuse of the services.

(6) We may amend the provisions of these Terms. Users are notified of changes by email at least six weeks before they take effect. If the user does not object to such changes at least in text form within four weeks of receiving the notification, the changes are deemed agreed.

§ 7 Rights and obligations of the user

(1) Each user of the contractual services bears full responsibility for their activities within the package. Users must ensure that their website meets the current legal requirements for a legal notice and privacy policy at all times.

(2) The user may pass on the right to use the contractual services to the booked number of users for the agreed term. Users may not grant other third parties access to the services made available to them under the contract without our prior consent.

(3) The user guarantees that they will not misuse the services and will comply with legal requirements, in particular the applicable law of the Federal Republic of Germany.

(4) User activities intended to render the product's services inoperable or at least to make their use more difficult are prohibited and may be subject to civil and criminal proceedings.

(5) In the event of misuse of their VAULO user account, the user must indemnify us against all third-party claims. The user must notify us immediately if they have reasonable grounds to suspect misuse of their VAULO user account.

(6) The user is responsible for protecting the data on the device they use by means of a personal password.

(7) The user must also notify us of any change to the address details used when placing the order by updating their user data.

§ 8 Scope of services and rights and obligations of VAULO

(1) The handover point for our contractual services is the router's connection to the internet at the data centre we use. The user's internet connection and the procurement and provision of the hardware and software required on the user's side are not part of the services we owe.

(2) The current scope of functionality is set out in the current service description on our website.

(3) We ensure that data stored by the user can be accessed over the internet. Our obligation is limited to providing storage space.

(4) The availability of each booked paid subscription is 99% averaged over a year. For free usage contracts, we do not guarantee that the product and its services will be accessible and free from defects at all times.

(5) We reserve the right to disclose user information in special cases if we have reason to believe that disclosure is necessary to identify someone who is infringing our rights or causing harm to other users or third parties.

(6) We do not adopt third-party content uploaded by users as our own. If we become aware of unlawful content, we will delete it immediately.

(7) In the event of a breach of these Terms, we may exclude the user concerned from using the services. Before exclusion, we will send the user a warning with a reasonable deadline to remedy the breach, unless the breach is so serious that we cannot reasonably be expected to continue the usage contract.

(8) For as long as force majeure prevents us from providing services, the performance deadlines are deemed extended. If the force majeure continues uninterrupted for more than two months, both the user and we are released from our respective performance obligations.

(9) Outbound data traffic from VAULO (for example through downloads or presentations) is limited according to the booked package. The applicable limit is stated in the written offer. If there is no individual written offer, outbound traffic is limited to a flat allowance of 1,200 GB per year. Once the limit is reached, all data traffic for the subscription is stopped.

(10) Service defects for which VAULO is not responsible are excluded from the warranty.

(11) VAULO GmbH may name customers or users as references during the contract term.

§ 9 Warranty (remedying defects)

(1) Remedying material defects under paid usage contracts

a. For paid usage contracts, we warrant that the services meet the agreed requirements when used in accordance with the contract.

b. The user must notify us of defects immediately, providing a detailed description of their effects (notice of defects).

c. Where a notice of defects is justified, we will remedy the defects within a reasonable period by providing subsequent performance.

d. If we fail to remedy the defect on the second attempt as well, the user may reduce the agreed fee proportionately. In the case of material defects, the user may terminate the affected service component for cause.

e. The user has no claims for defects insofar as a defect results from the user making unauthorised changes to a contractual service, from incorrect use or from software errors that cannot be reproduced.

(2) Subsequent performance for defects in title

Subsequent performance for defects in title is provided by enabling the user to use the service without infringing third-party rights. If third parties assert intellectual property rights against the user, the user must inform us immediately in writing.

§ 10 Liability

(1) User claims for damages in cases of intent

We are liable to the user under the statutory provisions in cases of intent, culpable injury to life, body or health, and claims under the German Product Liability Act. This liability cannot be limited.

(2) Liability for gross negligence

In cases of gross negligence, our liability is limited in amount to the fees actually paid by the user in the last contract year before the event giving rise to the damage. Liability for indirect damage, consequential damage and loss of profit is excluded even in cases of gross negligence, to the extent permitted by law.

(3) Liability for slight negligence

a. Where a free usage contract exists (trial period), our liability for damage caused by slight negligence is excluded entirely.

b. Where a paid usage contract exists with the user, we are liable for damages and reimbursement of expenses only if we have breached an essential contractual obligation through slight negligence. Our liability is limited in amount to the annual fee actually paid in the last contract year. Liability for indirect damage, consequential damage, loss of profit, loss of use and loss of revenue is excluded.

(4) Limitation of liability for data loss

Liability for loss of data is limited to the typical recovery effort that would have been required had the user backed up their data properly and regularly. We are not liable for data loss resulting from the user's failure to maintain adequate backups of their own.

(5) Common provisions

Where our liability is excluded or limited under the above provisions, this also applies to the liability of our corporate officers and persons engaged to perform our obligations or otherwise act on our behalf.

§ 11 Storage of the contract text

We store the contract text and send you the order details and our Terms by email. You can view the contract text, including your previous orders, in your VAULO user account through our user login.

§ 12 Information on data processing

In performing the contract, we will comply with all applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act. Details of data processing and data subject rights are set out in the privacy policy, which is available on our website at any time.

§ 13 Rights of set-off and retention

(1) The user may exercise a right of set-off only if their counterclaims have been established by a final and binding court decision, are undisputed or have been acknowledged by us.

(2) The user may exercise a right of retention insofar as the counterclaim is undisputed, has been established by a final and binding court decision or is ready for decision, and arises from the same contractual relationship.

§ 14 Final provisions

(1) For customers who are merchants, legal entities under public law or special funds under public law, who have no general place of jurisdiction in Germany, or who move their residence abroad after the contract is concluded, the court with jurisdiction over us in Munich has exclusive jurisdiction.

(2) The place of performance is Munich.

(3) These Terms and the contracts concluded between you and us on their basis are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(4) The user's claims may be assigned only with our consent.

(5) Oral ancillary agreements, amendments or additions to the usage contract and these Terms require text form to be effective. Amendments that do not meet this form requirement are ineffective.

(6) If individual provisions of the usage contract, including these Terms, are or become wholly or partly ineffective, this does not affect the validity of the remaining provisions.

Contact us

We are happy to assist you by email and telephone.

hello@vaulo.com

+49 89 1241384-10