General Terms and Conditions (GTC)

Last updated: January 31, 2025

DEFINITIONS OF TERMS

For the purposes of these GTC, the following definitions apply:

1. GTC: Is an abbreviation for this GTC.

2. HelpSpace: Designates HelpSpace GmbH (Backsteinweg 3, 61118 Bad Vilbel, Germany) as the provider of the software solutions and services to which these Terms and Conditions apply.

3. Customer: Refers to any natural or legal person who concludes a contract with HelpSpace for the use of the software solutions. Customers are entrepreneurs within the meaning of § 14 BGB (German civil code).

4. Entrepreneur: A natural or legal person or partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of their commercial or independent professional activity (Section 14 BGB).

5. Payment Service Provider Paddle: Refers to the third-party provider that acts as an authorized merchant for HelpSpace products and handles payment and tax processing for international customers and customers who prefer to pay via credit card or PayPal.

6. Payment service provider Qonto: Designates the payment service provider responsible for invoicing and processing payments by SEPA direct debit within the EU.

7. SEPA: The Single Euro Payments Area, which facilitates cross-border payments in euros.

8. Support Center & Blog: Refers to the platform provided by HelpSpace at https://supportcenter.HelpSpace.com/, https://documentation.HelpSpace.com and https://onboarding.HelpSpace.com, through which customers can obtain technical support, FAQs, instructions and other assistance, as well as the platform provided by HelpSpace at https://blog.HelpSpace.com/, where articles, tips and information on products, services and relevant topics are published.

9. KYC: "Know Your Customer": A process that HelpSpace uses to collect and verify basic information about its customers with the aim of building a trusting business relationship and ensuring the proper use of the services offered to be in compliance with national as well as international regulations.

10. Cloud-based systems: Refers to the server-based IT infrastructures provided by third-party providers on which the HelpSpace software is hosted and operated. These third-party providers provide the computing power, data storage and network re-sources required to operate the SaaS services.

11. SaaS (Software as a Service): Refers to a software delivery model in which applications are provided via the cloud and used online by customers. The software is not installed on local devices, but operated via the internet. Maintenance, updates and hosting are carried out by the provider.

12. Contractual performance: Includes all services and functions described by HelpSpace in accordance with § 2, including the soft-ware solutions.

13. Test phase: A free, non-binding test phase limited to 15 days, during which customers can test HelpSpace contract services with extensive functions.

14. Essential contractual obligations (cardinal obligations): Obligations whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the customer and HelpSpace may regularly rely.

15. Force majeure: Includes in particular, but not exclusively, natural disasters (e.g. floods, earthquakes, storms), war or armed conflicts, official orders or interventions, power or infrastructure failures, pandemics, epidemics, hacker attacks, failures of communication networks or services and other unforeseeable and unavoidable events that are beyond HelpSpace's control.

§ 1 SCOPE OF APPLICATION, PROVIDER

(1) Due to their specific design and complexity, HelpSpace's services are exclusively available to entrepreneurs as defined in Section 14 of the German Civil Code (BGB).

(2) HelpSpace's services are not available to customers who are excluded from trading or business activities due to legal regulations. Should a customer be demonstrably excluded from trading or business activities due to legal regulations, HelpSpace reserves the right to terminate existing contracts immediately.

(3) In the event of individual agreements held between HelpSpace and the Customer, particularly in instances of special require-ments or adaptations to the software solutions offered, such agreements take precedence over these GTC, provided they have been made in writing. The contractual language is German, and the German version of these GTC, which can be accessed at any time at https://legal.HelpSpace.com/de/agb, shall be recognized as authoritative.

§ 2 SUBJECT MATTER OF THE CONTRACT, DESCRIPTION OF SERVICES

(1) HelpSpace offers a cloud-based software solution that helps companies to manage and optimize their customer and support management. The software has a modular structure and includes the following core functions:

1. Ticket system: The software bundles all customer inquiries from various communication channels such as email and contact forms in a central inbox. This allows inquiries to be processed efficiently, prioritized and forwarded by team members.

2. Tasks: Integrated task management allows tasks to be assigned and tracked within a team. Tasks can be linked to tickets and provided with priorities, deadlines and comments.

3. Docs: The software offers the option of creating and managing knowledge databases. This content can be made available either internally or publicly to provide customers with quick answers to frequently asked questions.

4. Reports: HelpSpace provides reporting and analysis functions. Companies can create reports to make data-based decisions and increase the efficiency of their support.

5. Widgets: Interactive widgets can be seamlessly integrated into websites and apps. They enable direct communication with customers, access to knowledge databases and the submission of inquiries via contact forms.

6. Integrations: External tools and platforms can be seamlessly integrated. An API is also available for individual extensions and customizations.

(2) The current version of the software is provided as part of a SaaS model. The customer requires an Internet connection in order to access the functions.

(3) HelpSpace reserves the right to extend, modify or adapt the functional scope of the software or the provision model if this is necessary for technical, legal or economic reasons and is reasonable for the customer. Changes affecting the core of the agreed services shall be communicated to the customer at least four weeks in advance. Other changes are changes in accordance with § 2 (6).

(4) In the event that the change to the provision model is deemed to be unreasonable, the customer is entitled to terminate the contract extraordinarily within two weeks of receipt of the notification.

(5) A change to the provision model will be considered unreasonable if it results in a significant restriction of the contracted software functionalities, or if the amended provision is no longer compatible with the customer's existing technical infrastructure, and this requires more than minor adjustments on the part of the customer.

(6) Adaptations that are considered to be of minor significance are changes that have no substantial impact on the contracted functionalities of the software and can be implemented by the customer with minimal effort. These do not have a significant impact on the usability or performance of the software. Regular updates and improvements to the software, including bug fixes and optimizations that are customary in the industry, are not covered by this provision. These measures are implemented to ensure the continuous enhancement and stability of the service, without significantly impacting the contracted services. Updates, improvements, optimizations and bug fixes are executed within the scope of technical capabilities.

(7) HelpSpace is a comprehensive support center and blog, offering frequently asked questions, instructions, and technical support. The blog features articles and tips on products and relevant topics.

(8) HelpSpace's Software as a Service (SaaS) services are provided on cloud-based systems supplied by third-party providers. Help-Space shall not be held liable for any failures, limitations or interruptions to the services due to technical or operational problems of these third-party providers, unless HelpSpace is deemed responsible for them. However, HelpSpace is committed to taking all reasonable measures to restore the operation of the services as quickly as possible in the event of disruptions or failures caused by third-party providers.

§ 3 CONCLUSION OF CONTRACT

(1) The contract for the use of the contractual service offered is concluded by offer and acceptance in accordance with §§ 145 ff. BGB (German Civil Code). A binding offer by the customer is required, which is expressly accepted by HelpSpace. Acceptance can be made by registering and completing the order process during or after the end of the test phase.

(2) Registration on the platform initiates a complimentary test phase during which the customer can access the contractual service. Please note that access to certain functions may be restricted during this period. At the end of the test phase, the customer has the option of concluding a contract by selecting and confirming a paid plan. If the customer does not opt for a paid plan at the end of the test phase, access to the software is automatically deactivated, and no contract is concluded.

(3) Registration is completed by submitting the registration form in full and expressly agreeing to the GTC. Following registration, the customer will receive a confirmation email containing an activation code. The test phase is activated by entering the code in Help-Space and HelpSpace's express acceptance.

(4) Upon completion of the order process, the customer issues a binding offer, thereby entering into a contractual agreement. The contract is deemed concluded once HelpSpace accepts this offer by means of an order confirmation (i.e., an email confirming the customer's order) or by activating access to the designated chargeable functions.

(5) HelpSpace reserves the right to refuse to accept a contract offer without giving reasons.

(6) For major customers and special business relationships, individual or framework agreements may be concluded which (a) include an extended or adapted scope of services, (b) take precedence over these GTC, (c) can regulate individual contractual components, (d) are in accordance with the principles of private autonomy and (e) do not violate any statutory prohibitions. In all other or further points, the provisions of these GTC shall remain applicable in addition.

(7) The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between HelpSpace and the customer, with the UN Convention on Contracts for the International Sale of Goods (CISG) not being applicable. For legal disputes with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), the place of jurisdiction shall be the registered office of HelpSpace. This provision shall apply to all claims relating to the use of the contractual services offered by HelpSpace and associated contractual services.

§ 4 PRICES, TERMS OF PAYMENT

(1) The pricing structure for the use of the HelpSpace software is outlined on the company website https://helpspace.com/pricing. All prices are net, plus the applicable statutory value-added tax.

(2) Payment methods for German customers: German customers have the option to pay by invoice (for annual advance payment), SEPA direct debit mandate or via the payment service provider Paddle (e.g., credit card, PayPal) (see § 4 (3) and § 4 (4)). Invoices shall be issued by HelpSpace and sent to the e-mail address provided by the Customer. Payment is to be made within seven calendar days without deduction. In the case of payments by SEPA direct debit, the customer will be informed of the amount due at least one calendar day before the account is debited (pre-notification: bank debit notice). The customer is responsible for ensuring that sufficient funds are available in the account. In the event of a direct debit failure, a return debit fee of €10 per incident will be incurred.

(3) Payment methods for international customers international customers are required to pay via the payment service provider Paddle, an authorized merchant for HelpSpace. Paddle will handle payment processing and tax registration. Paddle accepts the following payment methods: credit cards (e.g., Visa, MasterCard) and PayPal, as well as other country-specific options.

(4) Credit card payments and PayPal: Payments via credit cards (Visa, MasterCard) or PayPal are made exclusively via Paddle.

(5) By default, all invoices are issued in euros (EUR) or, for international transactions, in US dollars (USD).

(6) Should customers wish to change their payment method, this can be done either via their customer account or by submitting a written request. Changes will take effect for the next billing period. Payments already made for the current billing period will not be refunded unless the change was necessitated by an error on the part of HelpSpace.

(7) In the event that the invoice or payment request (reminder) is not settled by the due date, the customer will be considered in default of payment after the specified payment deadline has expired. HelpSpace will then be entitled to charge default interest at a rate of 9 percentage points above the base interest rate (Section 288 (2) BGB).

(8) Should the customer be in arrears with a payment, HelpSpace reserves the right to block access to its services without further notice. The customer will be notified in writing of the outstanding balance and granted a reasonable period of time to settle these amounts. Access will be restored immediately upon receipt of the outstanding payment.

(9) Please note that further claims, in particular claims for damages, shall remain unaffected by the aforementioned provisions. In such a case, HelpSpace shall also be entitled to terminate the subscription in full after the deadline has expired.

(10) Payment processing via credit cards (Visa, MasterCard), PayPal or the third-party provider Paddle is subject to the respective GTC of the corresponding service providers, which can be found at the following links: (a)Visa: visa.com (b) MasterCard: mastercard.com (c) PayPal: paypal.com/en/webapps/mpp/ua/legalhub-full (d) Paddle: paddle.com/legal. Help-Space assumes no liability for compliance with or changes to these GTC by the payment service providers. By using the corresponding payment method, the customer agrees to the terms and conditions of the respective payment service provider.

§ 5 SUPPORTCENTER, BLOG

HelpSpace endeavors to ensure that the content is kept up-to-date, complete and correct, however, no guarantee can be given for its completeness, correctness or topicality. HelpSpace guarantees the basic availability of the support center and blog during normal business hours, but no guarantee can be given for the constant availability or accuracy of the content. HelpSpace reserves the right to change, remove or restrict access to content at any time and without prior notice. HelpSpace endeavors to update and provide con-tent on a regular basis, however the use of support and blog content is supplementary and there is no entitlement to specific con-tent or its permanent availability.

§ 6 CUSTOMER IDENTITY (Know Your Customer)

(1) HelpSpace reserves the right to verify the identity of its customers in order to ensure compliance with legal requirements and to minimize risks such as fraudulent conclusion of contracts or late payment. These checks shall only be carried out to the extent necessary for compliance with legal requirements, for the execution of the contract and for the provision of the agreed services.

(2) HelpSpace may request the following information from the customer insofar as this is necessary for the performance of the con-tract: (a) company name, address and contact details, (b) extract from the commercial register or tax identification number (for companies), (c) payment details (e.g. bank details), (d) personal identity documents (e.g. identity card or passport) for natural persons or for the identification of authorized representatives.

(3) HelpSpace works with payment service providers such as Paddle or PayPal, who may in turn be obliged to carry out identity checks. As part of this cooperation, it may be necessary for HelpSpace to provide supporting information in order to fulfill the verification requirements of these third-party providers.

(4) HelpSpace shall be entitled to terminate the contract without notice if the customer intentionally or through gross negligence provides incomplete or false information that significantly impairs the performance of the contract.

(5) Furthermore, HelpSpace reserves the right to claim damages, including loss of profit, resulting from the failure to fulfill the information obligations.

(6) The data collected as part of the checks will be processed exclusively for the purpose of contract processing and in accordance with the provisions of the General Data Protection Regulation (GDPR). HelpSpace shall ensure that this data is only stored for as long as is necessary for the fulfillment of the inspection obligations and statutory retention periods.

(7) Further information on data protection regulations found at https://legal.helpspace.com/en/privacy-policy.

§ 7 RIGHTS OF USE, COPYRIGHT AND TRADEMARK RIGHTS

(1) HelpSpace retains ownership of the software and all related content, including source code, design, layout, logos, text and graphics. This intellectual property is protected by national and international copyright laws. Customers are granted a simple, non-transferable and non-sublicensable right to use the software, limited to the term of the contract. All further rights remain with Help-Space.

(2) HelpSpace's trademarks, logos and distinctive signs are the property of HelpSpace GmbH. Their use, reproduction or publication requires the express written consent of HelpSpace GmbH. Unauthorized use of the software or trademarks constitutes a breach of these GTC. Such breach may result in legal action, including claims for damages.

(3) In the event of unlawful use, HelpSpace reserves the right to immediately block the customer's access to the software and to terminate the contract without notice.

§ 8 LIMITATION OF LIABILITY

(1) HelpSpace is committed to maintaining the uninterrupted availability of the software and associated services. However, due to the cloud-based nature of the software system, there may be periods of temporary restrictions or outages resulting from maintenance work, technical issues with third-party providers, or other unforeseen circumstances. HelpSpace will not accept any liability for the unavailability of the software in instances where such restrictions are beyond Helpspace's control.

(2) HelpSpace shall not be held liable for any loss of data unless this is due to willful intent or gross negligence on the part of Help-Space. Customers are responsible for ensuring regular backup of their data in order to minimize any possible loss.

(3) HelpSpace provides the software in its current version and guarantees its essential functions in accordance with the service description. The contents of the support center and the blog are for general orientation and information purposes only. They do not constitute binding technical advice, a contractually agreed service or a warranted characteristic, and are not part of the contractually agreed services between HelpSpace and the customer. HelpSpace accepts no liability for decisions or actions taken by customers or third parties on the basis of this content. Decisions made by customers or third parties on the basis of this content are made at their own risk and on their own responsibility.

(4) Due to the complexity of software systems, the following provisions apply:

(a) HelpSpace cannot guarantee that the software is entirely free of errors. Customers are requested to report any errors that occur by e-mail to support@helpspace.com. HelpSpace will rectify these as part of its regular maintenance and support processes, insofar as this is technically and economically feasible. (b) The software is optimized for current, commercially available browsers and operating systems. HelpSpace will not accept any liability for full compatibility with outdated systems or individual hardware and software of the customer. Customers are responsible for ensuring that their systems meet the technical requirements. HelpSpace carries out regular updates, bug fixes, functional enhancements and data backups to ensure the quality and security of the software. During these measures, there may be temporary restrictions or outages. Customers will be informed of significant changes insofar as these affect the agreed services. (d) HelpSpace shall not be held liable for any damages caused by improper use, incorrect data input or unauthorized changes to the software settings by the customer. (e) In the event of significant defects that substantially impair the use of the software, HelpSpace undertakes to rectify these within a reasonable period of time. Further claims shall be governed by the general liability provisions of these GTC (§ 7 para. 4).

(5) HelpSpace shall not be held liable for any direct or indirect damages, including economic loss or loss of profit, arising from the use of the service and content offered, unless HelpSpace has acted with intent or gross negligence. HelpSpace shall only be held liable for slight negligence in the event of a breach of material contractual obligations. In the case of breaches of material contractual obligations, liability shall be limited to the typically foreseeable damage. Damages resulting from injury to life, body or health shall remain unaffected.

(6) HelpSpace facilitates the integration of third-party software (e.g., Slack). HelpSpace accepts no liability for limitations, errors or damage caused by third-party providers. However, HelpSpace will endeavor to rectify any issues that arise in a reasonable manner.

(7) HelpSpace accepts no liability for delays or failures caused directly or indirectly by force majeure. During such events, HelpSpace shall take reasonable measures to minimize the disruptions and restore proper operation as quickly as possible. Liability for damages caused by force majeure is excluded, unless mandatory statutory liability regulations provide otherwise.

(8) HelpSpace will not accept any liability for restrictions, delays, or other service disruptions that may occur in the course of regular updates, bug fixes, or optimizations as outlined in §2(6). These updates are considered standard industry practices and are designed to ensure continuous enhancement of the software. These updates do not constitute a breach of the contract and are essential for maintaining the quality of the software. We do however recognize the importance of keeping these updates to a minimum and will not hold HelpSpace accountable for temporary restrictions that are in line with industry standards and reasonable expectations.

§ 9 DATA PROTECTION

Personal data is processed in accordance with the General Data Protection Regulation (GDPR). A detailed privacy policy is available at any time at https://legal.helpspace.com/en/privacy-policy.

Status: January 2025