Zaarks Console

# Zaarks — Terms of Business **Provider.** XSAVY GmbH, Otto-Heilmann-Straße 18 a, 82031 Grünwald, Germany. Registered at Amtsgericht München under HRB 276852. Managing Director: Mohammad Yousuf. VAT ID: DE355267264. Contact: [email protected]. ("Zaarks", "we", "us") **Customer.** The company, trader, freelancer or public institution named on the order. The Customer is the contracting party and the party liable for the fees. ("you") **The person who places the order.** Where the Customer is an organisation, the individual submitting the order does so as its authorised representative and does not become a party to this contract personally. Where the Customer is a sole trader, freelancer or other natural person contracting in their own name, that person is the Customer. Clause 1.2 governs the representation of authority that the person gives when ordering. ## 1 · Business customers and authority 1.1 Zaarks is offered only to entrepreneurs within § 14 BGB, traders, freelancers, legal persons under public law and public institutions acting professionally. It is not offered to consumers within § 13 BGB. 1.2 By ordering, the person submitting the order represents that the Customer acts for business or professional purposes and that the person has authority to bind the Customer. We record that representation with the order. 1.3 We may reject or cancel an order where that representation is materially incorrect. A false representation does not waive rights that cannot lawfully be waived and does not by itself decide whether a person is legally a consumer. Any mandatory consumer rights remain unaffected. 1.4 Zaarks' self-service checkout and online company-wide acceptance flow are available only where the individual signatory confirms they are at least 18 and independently able to enter into the contract, and separately confirms authority to bind the named Customer. This is Zaarks' self-service eligibility rule; it is not a statement that every contract involving a person under 18 is invalid under German law. A person under 18, or a person relying on a specific legal authorisation to conduct a business, must contact Zaarks for an individual review before contracting. We do not collect a date of birth through this self-service attestation. Merely being invited as an operational user of an Instance does not make that user a purchaser or contracting party. 1.5 Business-only sales policy. XSAVY GmbH sells exclusively to businesses, traders, freelancers and public institutions. It does not sell to consumers within the meaning of § 13 BGB. The authoritative German-language statement of this policy is: "XSAVY GmbH verkauft ausschließlich an UnternehmerInnen, Gewerbetreibende, FreiberuflerInnen und öffentliche Einrichtungen. Ein Verkauf an VerbraucherInnen im Sinne des § 13 BGB findet nicht statt." Creating a free account is not a purchase. This business-only sales policy applies when you enter a paid contract. ## 2 · Contract formation and contract documents 2.1 Product and price displays are invitations to order, not binding offers. Your order is your offer. A contract forms when we expressly accept it, activate the subscription, or begin providing the ordered service—whichever occurs first. An automated receipt only confirms receipt of the order. 2.2 The order, these Terms, the Service Description, the Payment and Currency Disclosure and, for processing on your behalf, the Data Processing Agreement form the contract. In case of conflict, the order controls commercial particulars, the Data Processing Agreement controls data protection, the Service Description controls the service scope, and these Terms control everything else. Customer purchasing terms do not apply unless we accept them expressly in text form. 2.3 You buy a non-exclusive, non-transferable right for your authorised users to use the named Zaarks product during the subscription term within the documented scope. No software ownership, source-code right or intellectual-property right is transferred. 2.4 Plans determine allowances and service level—such as active internal users, storage, included add-ons, discounts and support. They do not reduce released core functionality, correctness, security, export rights or the recovery floor. The current plan scope is stated in the Service Description and your order. 2.5 **Setup plan.** The Setup plan costs nothing and lets you set up an Instance — configure it, invite up to three users and record customers, vendors, items, services and staff. It does not let you operate the Instance: invoices, quotes, orders, payments, point of sale, bookings and messages to your customers become available when you go live on a paid plan. If no user of a Setup Instance signs in for 30 days, we delete that Instance and its content. Any sign-in by any of its users, and any session still in use, counts and starts the 30 days again. We email the owners and administrators of your organisation 14 days and 3 days before, each time with a link to export the data; signing in before the deadline keeps the Instance. If a warning reaches you later than planned, we move the deletion date so that you always get the full notice. Deletion is final. 2.6 **Instances without a plan.** If a paid plan leaves an Instance — because you moved it to another Instance or cancelled it — the Instance returns to the Setup plan for 40 days and keeps its data. After 40 days it becomes read-only and is scheduled for deletion; after 60 days it is deleted unless you choose a plan first. We email the owners and administrators of your organisation at 40, 53 and 57 days, each time with a link to export all its data; a late warning moves the deletion date in the same way. 2.7 **Deleting an Instance yourself.** When an owner or administrator deletes an Instance, access to it ends at once and its data is kept for 7 days. During those days we email the owners and administrators of your organisation every day, and the Instance's own users on the first and the last day, saying when it will be deleted and how to reach our support to stop the deletion or to have access restored so the data can be exported. After the 7 days it is deleted. 2.8 **What we keep after deletion, and why.** We keep the records the law requires us to keep about our contract with you, such as your acceptance of these terms and the invoices we issued. In addition, because German and EU law require business books to be kept for up to ten years, we keep — on your behalf and on your instruction given by these terms — the financial records of a deleted Instance: invoices issued and received, credit notes, journals, payments, cash and bank records, the chart of accounts and fiscal periods, the documents those records rest on, and the log of changes made to them. We keep them encrypted, separate from any live system, until the end of the tenth calendar year after the latest of those records, and then delete them. In what we keep, personal data that the records do not legally require — such as the names of the staff who entered them, and contact details not printed on an invoice — is replaced by pseudonyms that cannot be traced back to a person without a key we keep separately. Data that an invoice must legally show, such as its recipient's name, address and VAT ID, is kept as it was. Everything else in the Instance is deleted. The owners of your organisation may ask our support for a copy of these records at any time while we keep them. Keeping your own records, where the law requires you to, remains your responsibility; this copy exists so that a deletion never destroys them. ## 3 · Term, renewal and cancellation 3.1 The subscription begins when the order states or, if it states no date, when the subscribed environment is made available. It runs monthly or annually as selected and renews for the same interval unless cancelled before renewal. 3.2 You may cancel at any time for the end of the current paid interval. Cancellation does not shorten that interval or create a refund, except where the contract or mandatory law says otherwise. 3.3 Either party may terminate for good cause under § 314 BGB. Where the cause is a remediable breach, termination ordinarily requires prior notice and a reasonable opportunity to cure. Immediate action remains possible where waiting would be unreasonable, including a serious security threat or unlawful use. ## 4 · Prices, invoices and payment 4.1 Prices are those shown in the accepted order or agreed quotation and are exclusive of VAT and other transaction taxes unless explicitly stated otherwise. The Payment and Currency Disclosure explains billing intervals, tax treatment, payment methods, plan changes and foreign-currency costs. 4.2 Recurring fees are invoiced or charged in advance. Invoice payments are due within 14 days unless the order states otherwise. 4.3 For late payment, statutory default interest and the statutory lump sum may apply (§ 288 BGB). After notice and a reasonable grace period, we may suspend affected paid services. We will avoid suspending unaffected services where reasonably possible. Suspension does not terminate the contract or erase Customer Data. 4.4 We may change recurring prices for a renewal interval on at least 30 days' notice. You may cancel before the new price takes effect. A change does not apply retroactively to a paid interval. ## 5 · Customer Data, privacy and confidentiality 5.1 **Customer Data** means data submitted to or generated in your subscribed environment on your behalf. As between the parties, you retain all rights in Customer Data. You grant us the limited right to host, copy, transmit and otherwise process it only as needed to provide, secure and support the service and comply with law. 5.2 Where we process personal data on your behalf, the Data Processing Agreement applies. You are responsible for lawful instructions, legal bases, notices and permissions for Customer Data and for not entering data the agreed service is not authorised to process. 5.3 Each party will protect the other party's non-public business, technical and security information, use it only for the contract, and disclose it only to persons bound by equivalent confidentiality or where law requires. This obligation does not cover information already lawfully known, public without breach, independently developed, or lawfully received from a third party. 5.4 We may create and use statistics only where they are aggregated and irreversibly anonymised so that neither you nor a natural person can be identified. We do not acquire ownership of Customer Data through that process. ## 6 · Security, availability and support 6.1 We provide the service with reasonable care and skill and apply the technical and organisational measures in the Data Processing Agreement. No online service is guaranteed uninterrupted or error-free. A guaranteed availability or recovery objective applies only if expressly agreed. 6.2 Planned maintenance is announced where practicable and scheduled to reduce disruption. Emergency maintenance may occur without advance notice where needed to protect security or data. 6.3 Support channels and response targets are stated in the Service Description. Targets are not warranted service levels unless the order expressly says so. ## 7 · Your responsibilities and acceptable use 7.1 You are responsible for your users, role assignments, lawful configuration, credentials, devices, connectivity, Customer Data and business decisions made from the service. You must notify us promptly of suspected account compromise. 7.2 You must not use Zaarks to violate law or third-party rights; introduce malicious code; bypass security, permissions, quotas or technical restrictions; probe another customer's environment; resell access except under an agreed partner arrangement; or materially interfere with the service. 7.3 You will maintain reasonable independent procedures appropriate to your business for decisions where uninterrupted access is critical. Zaarks is not an emergency, life-safety or medical-device service and must not be the sole mechanism for emergency response. ## 8 · Third-party services 8.1 Optional integrations, domains, payment gateways and third-party services may be governed by their providers' terms and availability. We remain responsible for our own obligations but do not control a third party's service, pricing, suspension or change. 8.2 We may replace infrastructure sub-processors in accordance with the Data Processing Agreement. We will not make a material reduction in protection through that replacement. ## 9 · Intellectual property and feedback 9.1 Zaarks, its software, documentation, designs and service-generated materials—excluding Customer Data—remain ours or our licensors'. You may use documentation internally during the subscription. 9.2 If you voluntarily provide feedback, we may use it without restriction or payment, provided we do not identify you or disclose your confidential information without permission. ## 10 · Liability 10.1 Liability is unlimited for intent and gross negligence; injury to life, body or health; fraudulent concealment; guarantees expressly given; and liability under the Product Liability Act or other mandatory law. 10.2 For slight negligence, we are liable only for breach of a material contractual obligation—one whose performance enables the contract and on which the Customer may ordinarily rely. Liability is then limited to the foreseeable damage typical when the contract was concluded. 10.3 Subject to 10.1, aggregate liability under 10.2 per contract year is limited to the fees paid or payable for the affected service during the twelve months before the event. For subscriptions younger than twelve months, the cap is the fees payable for the first twelve months. 10.4 Subject to 10.1, liability for data loss is limited to the reasonable restoration cost that would have arisen had the Customer used the export and backup capabilities contractually available to it. This does not reduce our processor obligations or liability where applicable law forbids it. 10.5 The limitations apply equally to our officers, employees and agents and do not shift the burden of proof to your disadvantage. ## 11 · Suspension and changes to the service 11.1 We may suspend only as reasonably necessary for a security threat, unlawful use, material breach, payment default after clause 4.3, or binding governmental order. Where practicable, we give notice, limit the suspension to the affected scope and restore service after the cause is resolved. 11.2 We may improve and change the service. We will not materially remove the core value of the subscribed product during a paid interval. If a material adverse reduction cannot reasonably be avoided, we give advance notice where practicable and you may cancel the affected service for a pro-rata refund of prepaid fees covering the period after termination. 11.3 Neither party is responsible for delay caused by events beyond reasonable control, provided it uses reasonable efforts to mitigate. Payment obligations already due are not excused. ## 12 · End of service and Customer Data 12.1 During the subscription and for 30 days after it ends, you may request an export of Customer Data in the then-supported machine-readable formats at no charge. Professional migration or custom transformation work may be separately charged if agreed in advance. 12.2 After the export window, we delete or irreversibly anonymise Customer Data from active systems, subject to statutory retention, legal hold and the documented backup lifecycle. Retained data is isolated from ordinary use and kept only for the applicable purpose and period. 12.3 Termination does not delete our own invoices, contract and acceptance evidence, security records or other data we must retain as controller. ## 13 · Changes to contract terms 13.1 We may amend these Terms for legal, security, technical or service-development reasons with at least 30 days' notice. A change that materially disadvantages you takes effect no earlier than the next renewal, and you may cancel before then. Mandatory urgent legal or security changes may take effect sooner to the extent necessary, with an explanation. 13.2 Silence alone is not acceptance where the law requires express agreement. Continued use after proper notice evidences acceptance only to the extent legally effective. ## 14 · General 14.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory rules that cannot be displaced remain unaffected. 14.2 If you are a merchant, legal person under public law or special fund under public law, Munich is the exclusive place of jurisdiction. Statutory exclusive venues remain unaffected. 14.3 Notices and amendments may be made in text form unless a stricter form is legally required. Individual agreements expressly made between the parties take precedence. 14.4 If a clause is invalid or unenforceable, statutory law replaces it to the extent required and the remainder remains effective (§ 306 BGB). No clause is to be replaced by one that merely achieves the maximum economic effect of the invalid clause. 14.5 You may not assign the contract without our consent, not to be unreasonably withheld. We may assign it with the Zaarks business or to an affiliated company, provided the assignee assumes our obligations and the assignment does not materially reduce your rights.

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