Terms of Service: Activento

§ 1 Scope and Customer Group

(1) These General Terms and Conditions (“Terms”) apply to all contracts between Activento GmbH, Kolonnenstraße 8, 10827 Berlin, Germany (“Activento”) and its customers (“Operator”) concerning the use of the Activento booking and management platform, including all associated modules, add-ons, apps and interfaces (together the “Platform”).

(2) Activento’s offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are excluded. On registration, the Operator confirms that it is acting in the exercise of its trade, business or profession. There is no statutory right of withdrawal, and no contractual right of withdrawal is granted.

(3) Deviating, conflicting or supplementary terms and conditions of the Operator do not become part of the contract unless Activento expressly agrees to their application in text form.

§ 2 Subject Matter of the Contract and Allocation of Roles

(1) Activento provides the Operator with a web-based software-as-a-service platform with which the Operator can manage its own experiences, tours, activities, tickets and comparable services, make them bookable online and process them (including the booking widget, product and capacity management, calendar, customer management, invoice and document generation, reporting, optional website creation, partner and channel connections and the mobile app).

(2) Contracts for the services offered by the Operator are concluded exclusively between the Operator and its end customers. Activento does not become a party to these contracts, does not act as tour operator, intermediary or seller of the Operator’s services and does not owe their performance. The Operator is the sole provider and seller vis-à-vis its end customers.

(3) Activento does not provide payment services. Payments by end customers flow directly to the Operator via payment service providers with which the Operator concludes its own contracts (e.g. Mollie, Stripe, PayPal). Activento never receives third-party funds and does not store card data.

(4) The Operator’s legal relationships with its employees, resellers, affiliates and other contractual partners are solely the Operator’s concern. Where such persons receive access via the Platform, separate terms of use apply; Activento does not become a party to the legal relationships between the Operator and these persons in that respect either. The same applies to third-party services that the Operator connects to or links with the Platform (e.g. payment service providers, sales channels, own cloud storage): such services are governed solely by the terms of the respective third-party provider; Activento merely provides the technical connection.

(5) Where the Platform is also used via a mobile app, these Terms apply accordingly. The app is obtained via the app stores of the respective operators; their terms apply in addition to the download and use of the app. In the relationship between Activento and the Operator, these Terms prevail unless the terms of the app store operator mandatorily take precedence.

§ 3 Scope of Services, Further Development and Changes to Services

(1) The functional scope of the Platform results from the service description and price overview at the time the plan is chosen. The Platform is standard software that is provided uniformly to a large number of customers and continuously developed. The Operator has no claim to individual functions remaining unchanged as long as the essential core of the Platform (management, online bookability and processing of the Operator’s offerings) is preserved.

(2) Activento is entitled to change, extend or adapt the Platform and individual functions where

this is necessary to comply with changed legal requirements or official or court decisions,
this serves to close security vulnerabilities or to prevent abuse,
the change is of a technical or design nature and does not materially restrict the contractually essential functional scope, or
the change is exclusively advantageous for the Operator.

(3) If Activento intends a material restriction of the contractually essential functional scope, Activento will announce this in text form at least six weeks before it takes effect. In that case the Operator may terminate the contract as of the date the change takes effect (§ 18).

(4) Purely graphical adjustments, changes to the arrangement of functions and comparable adjustments without a material effect on the functional scope are not changes to services within the meaning of this provision.

§ 4 Registration, Conclusion of Contract and Trial Period

(1) Registration takes place online. On registration, the Operator initially receives a provisional, free trial account (trial period). There is no entitlement to the conclusion of a contract; Activento may reject registrations without stating reasons or end an ongoing trial account as long as no paid plan has been activated. The definitive contract for paid use is concluded when a plan is activated.

(2) The trial period lasts 30 days from registration. During the trial period the functions of the PRO plan are available; no base fee is charged. Sales are already permitted during the trial period once the Operator has stored a payment method for the platform fees; sales during the trial period incur the sales-related system fee (including its minimum amount per booking) and the OTA fee at the respective PRO rate (§ 6, § 7). The trial period is therefore “without base fee”, not free of charge in every case.

(3) If the Operator does not choose a plan by the end of the trial period, the account is automatically switched to the BASIC plan (EUR 0 base fee); no data is lost as a result. Choosing a plan ends the trial period immediately.

(4) Repeated use of the free trial period by the same entrepreneur or for the same business (e.g. through repeated re-registration) is not permitted.

(5) The Operator must keep its access credentials secret and protect them from access by third parties. Actions taken via its account or the accounts of its invited users are attributed to the Operator to the extent it is responsible for them. If there is reason to suspect that access credentials have become known to third parties or that an account is being used without authorisation, the Operator will inform Activento without delay and change the affected credentials.

(6) The contract language is German. The Operator can review and correct its entries during registration and before each plan selection using the usual input functions before completing the respective step. Activento stores every version of these Terms and of the DPA accepted by the Operator; the version applicable to it at any time, as well as all versions it accepted earlier, are available to the Operator in the dashboard. The plans and conditions chosen result from the plan overview in the dashboard and the monthly statements.

(7) On registration and in its company and billing profile, the Operator provides correct and complete information about its business (in particular company name, address, billing address, VAT identification number and e-mail address) and keeps this master data up to date during the term of the contract. Declarations and notices from Activento in text form may be sent to the e-mail address stored in the account; the Operator ensures that messages to this address reach it.

§ 5 Plans, Prices and Individual Agreements

(1) The Platform is used in plans (currently BASIC, GROW and PRO). Each plan comprises a monthly base fee, a system fee as a percentage of booking revenue via the Operator’s own channels, but at least the minimum amount per booking shown for each plan in the price overview (§ 7 (1)), and a separate OTA fee as a percentage of revenue from bookings imported via channel connections (§ 7). The prices shown in the published price overview (activento.com/pricing) at the time of the conclusion of the contract or plan selection apply; the rates valid there at the time of your registration remain decisive for your contract until you yourself choose a different plan.

(2) All prices are net, plus the applicable statutory value-added tax.

(3) Individual agreements (e.g. deviating base fees, system fee or OTA fee rates or other conditions for individual Operators) take precedence over these Terms and the general price overview. They require confirmation by Activento in text form. Each of the three fees may be agreed individually; a deviation in one fee leaves the others unaffected.

(4) Activento may adjust prices with effect for the future. Price adjustments are announced to the Operator in text form at least six weeks before they take effect. If the Operator does not agree with the adjustment, it may terminate the contract at any time as of the date the adjustment takes effect (§ 18); the previous price applies until then.

§ 6 Billing, Payment and Currency

(1) The billing period is the calendar month. For the calculation and billing of the fees under these Terms, calendar months and calendar days are determined by Coordinated Universal Time (UTC); a fee is allocated to the calendar month in which the triggering event (in particular a booking, refund or import) was recorded according to the platform’s timestamp. For an Operator in the Central European time zone, the calendar month therefore ends at 01:00 (standard time) or 02:00 (daylight saving time) local time on the first day of the following month. Billing takes place in arrears: after the end of each calendar month, Activento issues a monthly statement covering the base fee, the system and OTA fees incurred and any add-on fees for the previous month; the monthly statement states the billing period with its start and end in UTC. System and OTA fees are shown separately in the statement. No advance payment is charged.

(2) The base fee is calculated pro rata per day (monthly amount divided by the calendar days of the month, multiplied by the days on which the respective plan was active). Plan changes (upgrades as well as downgrades) take effect immediately and are settled pro rata per day via the next monthly statement.

(3) For the payment of the platform fees, the Operator stores a SEPA direct debit mandate or another payment method offered by Activento. Enabling fee-bearing sales requires an active payment method. Amounts are due upon invoicing; collection takes place by SEPA direct debit from the stored mandate. Activento announces every debit to the Operator in text form together with the monthly statement (pre-notification stating the amount, the debit date and the mandate reference); deviating from the standard period of the SEPA Direct Debit scheme of 14 calendar days, the parties agree on a pre-notification period of at least two calendar days before the debit date. Until the automatic collection is technically activated, the Operator receives the statement as an invoice with a reasonable payment term.

(4) All fees between Activento and the Operator are calculated and collected in euros (EUR), irrespective of the currency set in the Operator’s shop.

(5) Percentage fees on revenue in a currency other than EUR are converted into EUR at the European Central Bank reference rate on the day the fee arises (German time). If the European Central Bank publishes no reference rate on that day, the rate last published before it applies. For a non-EUR shop, the Operator bears the exchange-rate risk with regard to the percentage fees.

(6) Activento does not provide and does not owe currency conversion for end-customer payments. Exchange-rate risks and conversion charges on the end-customer side lie with the cards, banks or payment service providers involved.

(7) If the Platform is temporarily unavailable, the Operator initially remains obliged to pay the agreed fees; it asserts claims for reduction due to unavailability (§ 12) by way of reclaim.

(8) Invoices and monthly statements are provided exclusively electronically (by e-mail and/or for retrieval in the dashboard). There is no entitlement to paper invoices.

(9) The Operator must raise objections to a monthly statement in text form within eight weeks of receipt. Failure to raise objections in time is deemed approval; Activento points out this consequence in the statement. The Operator’s statutory claims in the event of a demonstrably incorrect statement remain unaffected.

§ 7 Fee-Bearing Bookings, Channel Connections and Imports

(1) The system fee is charged on the revenue of fee-bearing bookings via the Operator’s own channels. Fee-bearing bookings are in particular bookings via the booking widget, via websites created by Activento, via the on-site sales function and orders created manually in the dashboard. For each fee-bearing booking the system fee amounts to at least the minimum amount shown in the price overview for the Operator’s plan, even if the booking has no revenue (e.g. free tours or complimentary tickets). If a booking is paid in whole or in part with a value voucher, the minimum amount is reduced in proportion to the share paid with the voucher. Several components of a combination count as one booking; the follow-up dates of a course series are not bookings of their own. If a booking without revenue is cancelled before the booked date and no check-in has been recorded for it, the minimum amount no longer applies. No minimum amount applies to the OTA fee (paragraph 2).

(2) Bookings imported into the Platform via connected sales channels and partner platforms (e.g. OTA channels, channel managers) incur the OTA fee instead of the system fee. The OTA fee is an independent fee with its own rate; it is independent of the amount of the system fee, and a change to one rate does not affect the other.

(3) Decisive for the OTA fee is the participation date of the imported booking, assessed at the time of import: the OTA fee is incurred if the participation date does not lie in the past at the time of import. A participation date on the day of import does not lie in the past; the calendar day in the time zone set in the Operator’s shop is decisive. If the participation date lies before the day of import, no OTA fee is incurred for that booking. An assessment once made remains decisive; the subsequent passage of time does not retroactively cancel a fee already incurred.

(4) Bookings without a stated participation date (e.g. admission services not tied to a time, or value vouchers) are deemed to lie in the future and are subject to the OTA fee.

(5) Bookings the Operator brings in through the Platform’s import function (e.g. as a CSV or Excel file) are free of charge during the first 60 days after registration. After that, imported bookings whose participation date does not lie in the past at the time of import (paragraph 3) incur the OTA fee; the assessment basis is the price of the booked service stored in the Platform. Bookings with a participation date in the past remain free of charge. A later cancellation of an imported booking does not cancel a fee already incurred.

(6) If the Operator refunds the end customer the revenue of a fee-bearing booking in whole or in part through the Platform, Activento credits the system fee attributable to the refunded amount pro rata. An amount is refunded through the Platform if it is (a) refunded through the Platform to the original payment method at the connected payment service provider, (b) refunded through the on-site sales function within 24 hours of the sale, or (c) refunded by bank transfer or in cash and recorded by the Operator in the Platform as paid out, provided the refund was created in the Platform before the booked date and no check-in has been recorded for the booking. The credit is set off against the platform fees, first in the monthly statement of the month in which the refund was made and any excess in the following monthly statements; it is not paid out. A cancellation without a refund, a refund made outside the Platform (e.g. directly in the account at the payment service provider), a refund that does not meet the conditions of sentence 2, and the issue of a value voucher instead of a refund leave the system fee unaffected; the share of a later booking paid with such a voucher is not subject to the fee again. If an end customer’s payment is charged back via the connected payment service provider (chargeback) and the chargeback stands, sentence 1 applies accordingly. If a booking imported via a channel connection is cancelled, the OTA fee no longer applies; an OTA fee already billed is credited in the next monthly statement. For bookings brought in through the import function, paragraph 5 remains unaffected. A minimum amount under paragraph 1 is credited pro rata like the rest of the system fee.

(7) Activento cannot itself verify a refund made by bank transfer or in cash under paragraph 6 sentence 2 (c); the credit therefore rests on the Operator’s statement. By recording such a refund as paid out, the Operator declares that the amount has been paid out to the end customer. At Activento’s request, the Operator proves the payout in text form within 14 days, e.g. by a bank transfer confirmation or a payout receipt signed by the end customer; it may redact personal data not needed for the proof. If no proof is provided, the credit lapses; it is charged again with the next monthly statement. Deliberately recording a refund that was not made is a case of abuse within the meaning of § 13; the credit lapses in that case as well. Activento’s right to terminate for cause (§ 18 (2)), further claims, in particular for damages, and the assessment under criminal law remain unaffected.

(8) Charges of the Operator’s payment service providers (e.g. transaction fees of Mollie, Stripe or PayPal) are not part of the platform fees. They are charged separately by the respective payment service provider and are governed solely by the Operator’s contract with that provider and the provider’s conditions as applicable from time to time. Activento adds no mark-up to these charges. Information on payment service providers’ charges on the website or in the Platform is a non-binding reference to the respective provider’s conditions and does not become part of the contract.

(9) If Activento arranges special conditions of a payment service provider for the Operator (e.g. partner conditions), these are granted solely by the payment service provider. They apply only for as long as and to the extent that the payment service provider grants them; Activento gives no warranty as to their amount, continuation or duration. The same applies to the availability of a particular payment service provider or payment method and to the Operator’s activation by the payment service provider, for instance following its identity and risk checks. A change to a payment service provider’s conditions or offering leaves the contract with Activento and the platform fees unaffected.

§ 8 Late Payment, Returned Direct Debits and Withholding of Services

(1) If the Operator is in default with the payment of a monthly statement (in particular as a result of a returned direct debit), Activento sends a reminder for the outstanding amount in text form and sets a grace period of at least seven days. The reminder contains a notice of the restrictions set out below. For the duration of the default, statutory default interest applies (§ 288 (2) BGB).

(2) After the grace period has expired without result, Activento is entitled to restrict the service in stages: first by placing the account in read-only mode and/or deactivating the booking interfaces (widget, website). Access to data already collected and to the export functions is retained during the restriction. Bookings and tickets already paid for by end customers remain unaffected by the restriction.

(3) If the Operator is in default with amounts equal to two monthly statements, Activento may terminate the contract for cause.

(4) In the case of returned direct debits and chargebacks in connection with platform fees, Activento passes on the third-party costs actually incurred (bank or payment service provider charges) to the Operator, provided the Operator is responsible for the returned direct debit. No additional handling fee is charged. The costs are passed on as an item on the next monthly statement.

§ 9 Website Add-on and Domain Connection

(1) Every plan includes one website created via the Platform. Each additional website can be added as an add-on at the monthly net price shown in the published price overview (activento.com/pricing); no set-up fee is charged. Additional websites are charged pro rata by the day for the days on which they are switched on; per calendar day a website costs the monthly price divided by the days of the month. The add-on can be cancelled at any time by switching the website off.

(2) When the cancellation of a website add-on takes effect, the website concerned is deactivated and is no longer publicly accessible. There is no entitlement to continued operation. The contents of the website remain available for reactivation for 30 days after deactivation; after that they may be deleted.

(3) The Operator connects its own domain on its own responsibility by means of entries at its DNS provider. The domain remains with the Operator or its registrar. An uninterrupted switch-over is not owed; waiting times due to DNS propagation and misconfigurations within the Operator’s area of responsibility do not count as unavailability within the meaning of § 12.

§ 9a Walk-Up | POS | Register

(1) Every plan includes one register for one location. Each additional register operated at the same time costs the monthly net price shown in the published price overview (activento.com/pricing); no set-up fee is charged.

(2) Billing is per calendar month and is based on the highest number of registers operated at the same time in that month, less the included register. A register that was in operation during a month is charged in full for that month; there is no pro-rata charge.

(3) The Operator can take a register out of operation at any time; from the following calendar month onwards, no fee is charged for it. Statutory retention and reporting obligations relating to the register remain unaffected.

(4) Activento takes care of the technical setup and operation of the register, including its technical security device. The Operator’s tax obligations, in particular the notification of the register to the competent tax office (in Germany under § 146a (4) AO via Mein ELSTER) and the retention of the records, remain with the Operator or their tax advisor; Activento provides the information required for this in the Platform. Tax advice is not part of the contract.

§ 10 Obligations of the Operator

(1) The Operator is solely responsible for the services it offers and the content it publishes. It ensures that its offerings, prices, descriptions and images are lawful and do not infringe the rights of third parties.

(2) The Operator is obliged to provide and keep up to date, on its own responsibility, its own legal texts for the sales interfaces it operates via the Platform (widget, website, storefront), in particular imprint, privacy policy, terms and conditions or contractual terms vis-à-vis its end customers and all required price and consumer information. Activento provides input fields and technical information for this purpose but does not provide legal or tax advice. The Operator is solely responsible for the tax configuration of its account (in particular tax rates and invoice details) and for fulfilling its tax obligations towards end customers and tax authorities.

(3) The Operator indemnifies Activento against claims by third parties based on a culpable breach of its obligations under this contract, in particular on unlawful content or missing or defective legal texts of the Operator. The indemnity includes the reasonable costs of legal defence.

(4) Access to the Platform may only be used for the Operator’s own business purposes. The following in particular are not permitted:

using the Platform to build, analyse or support competing products,
automated extraction (scraping), mass automated access or the circumvention of technical protection measures,
passing on access to unauthorised third parties,
misuse of the e-mail and notification infrastructure (e.g. spam, phishing).

(5) If the Operator uses the Platform’s review functions (in particular review requests, the smiley survey, the reviews widget and page stars), it is solely responsible for ensuring that the collection, moderation and presentation of reviews are lawful, in particular under Sections 5, 5a and 5b(3) UWG, Nos. 23b and 23c of the Annex to Section 3(3) UWG and Section 7 UWG, and under the corresponding provisions of EU law and the law of its country of establishment. The Operator undertakes in particular

not to fake, invent, buy or commission reviews and not to enter start values or other figures that are not based on genuine, verifiable customer reviews,
not to hide or delete reviews selectively based on their content; this is permitted only for breaches of clear rules that apply equally to positive and negative reviews, such as insults, untrue statements of fact, personal data or spam,
to state whether and how it ensures that published reviews originate from customers who actually purchased or used the service, and, when advertising with an average rating, to state the total number and the period of the reviews taken into account,
not to steer customers towards public review platforms, or keep them away from them, according to their satisfaction where this is unlawful or breaches the guidelines of the respective platform.

(6) Notices, warnings and standard texts that Activento provides in relation to reviews are non-binding aids and do not constitute legal advice. The Operator is responsible for their use and adaptation; paragraph 3 applies accordingly.

§ 11 Reporting Procedure and Moderation of Content

(1) The Operator alone is responsible for the content it publishes (§ 10). Activento is not obliged to proactively check this content for lawfulness, but reserves the right to review it in individual cases when there is reason to do so.

(2) Any person may report content they consider unlawful to Activento via the central point of contact named in the imprint (e-mail suffices). The report should contain the location (e.g. the URL), a reason and, where necessary for the review, contact details of the reporting person. Activento confirms receipt of the report where it contains electronic contact details.

(3) Reports are reviewed by humans; decisions on measures are not taken solely by automated means. The identity of the reporting person is disclosed to the Operator concerned only where this is necessary for the review or for legal reasons.

(4) If the review shows that content is unlawful or violates these Terms, Activento may remove the content or block access to it and, graduated according to severity, frequency and apparent intent, take further measures under § 13. Activento observes proportionality in doing so.

(5) Activento informs the Operator concerned in text form about a measure taken and its essential reasons, unless a legal obligation prevents this. The Operator may comment on the measure; in that case Activento reviews the measure.

(6) If a person repeatedly submits manifestly unfounded reports, Activento may, after prior notice, suspend the processing of further reports from that person for a reasonable period.

§ 12 Availability, Maintenance and Defects

(1) Activento provides the Platform service with an availability of 99 % on an annual average. The measuring point is the handover point of the data centre infrastructure used by Activento to the internet.

(2) The following are not deemed unavailability:

announced maintenance windows (announced as a rule at least 48 hours in advance, carried out where possible at times of low usage),
urgent emergency maintenance (in particular security updates),
outages due to force majeure or attacks by third parties (e.g. DDoS),
outages of third-party services outside Activento’s control (e.g. payment service providers, e-mail delivery, the Operator’s DNS provider, content delivery networks),
disruptions for which the Operator is responsible (e.g. its own DNS or embedding misconfiguration).

(3) The Operator reports disruptions and defects of the Platform without delay via the support channels offered and supports Activento to a reasonable extent in narrowing down the cause.

(4) Insignificant reductions in the usability of the Platform do not give rise to warranty claims.

(5) Termination by the Operator for failure to grant contractual use requires that it has previously set Activento a reasonable deadline for remedy without success. No deadline is required if the remedy is impossible, is seriously and finally refused by Activento or is unreasonable for the Operator for special reasons.

(6) Activento’s strict liability for defects already present at the conclusion of the contract (§ 536a (1) alt. 1 BGB) is excluded. Liability under § 14 remains unaffected.

(7) The Operator asserts claims for reduction due to unavailability by way of reclaim (§ 6 (7)).

(8) Activento is released from its obligation to perform to the extent and for as long as performance is prevented by force majeure for which Activento is not responsible (in particular natural disasters, war, epidemics, governmental measures and large-scale failures of power or telecommunications networks). Activento informs the Operator of the occurrence and expected duration of the impediment and resumes performance without delay once it has ceased.

§ 13 Restriction and Suspension in the Event of Abuse

(1) Activento may restrict or suspend the Operator’s access if there are concrete indications that the Operator is violating these Terms or applicable law. Cases of abuse are in particular (non-exhaustively):

unlawful content or offerings,
fraud, in particular sham bookings, payment fraud or the recording of cancellations or refunds that did not take place in order to reduce the platform fees,
misuse of the e-mail infrastructure (spam, phishing),
attacks on the Platform or its users,
violations of the purpose limitation of the access or of the scraping prohibition (§ 10).

(2) Reports by third parties about the Operator’s content are handled under the procedure of § 11. Measures are proportionate and graduated: as a rule first a notice, then restriction of individual functions (e.g. read-only mode, deactivation of the booking interfaces), finally full suspension and termination. Immediate suspension without prior notice is reserved for serious cases, in particular legal violations or danger to third parties or the Platform.

(3) Restrictions and suspensions are communicated to the Operator in text form, stating the reasons, at the latest when they take effect. A complete termination of Platform use by Activento takes place, except in the case of legal violations, statutory obligations or repeated violations, with a notice period of 30 days. The Operator may contact support at any time for clarification.

(4) During a restriction or suspension, access to data export is retained to a reasonable extent. Bookings and tickets already paid for by end customers remain valid; processing vis-à-vis the end customers remains the Operator’s responsibility.

(5) Late payment is not a case of abuse within the meaning of this provision and is governed exclusively by § 8. Likewise, the absence of consent to a changed version of these Terms or of the DPA is not a case of abuse; it does not entitle Activento to restrict or block access and is governed exclusively by § 21.

§ 14 Liability

(1) Activento is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the provisions of the German Product Liability Act and to the extent of a guarantee of quality expressly assumed by Activento.

(2) In the case of slight negligence, Activento is liable only for the breach of material contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Operator may regularly rely), limited to the damage typical for the contract and foreseeable at the conclusion of the contract.

(3) Liability under paragraph 2 is limited in amount to the total of the fees paid by the Operator to Activento in the twelve months preceding the damaging event.

(4) Liability for lost profits, lost bookings and other indirect and consequential damage is excluded in the cases of paragraph 2.

(5) For loss of data, Activento is liable in the cases of paragraph 2 only to the extent that the damage would also have occurred with proper, regular use of the export functions offered by the Operator.

(6) Strict liability for initial defects is excluded pursuant to § 12 (6). Liability under mandatory statutory provisions remains unaffected.

(7) The above liability provisions also apply for the benefit of Activento’s legal representatives, employees and vicarious agents.

§ 15 Data Protection, Processing on Behalf and Support Access

(1) Where Activento processes personal data for which the Operator is the controller within the meaning of the GDPR (in particular data of end customers, employees and the Operator’s resellers and affiliates), the processing takes place as the Operator’s processor on the basis of the data processing agreement (DPA) including its annexes (technical and organisational measures, sub-processor list, deletion periods). The DPA is concluded together with these Terms and forms part of the contract.

(2) For the data that Activento processes for its own purposes (e.g. the Operator’s registration, contract and billing data), Activento itself is the controller; the Platform’s privacy policy applies.

(3) Activento employees may access data of the Operator account to resolve disruptions and to handle support requests. Access is granted on a case-by-case basis, technically controlled and logged. Details are set out in the DPA.

(4) Requests from data subjects that concern the Operator’s area of responsibility (e.g. access or deletion requests from end customers) are forwarded by Activento to the Operator; answering them is the Operator’s responsibility.

§ 16 Rights of Use and Intellectual Property

(1) For the term of the contract, the Operator receives the non-exclusive, non-transferable right to use the Platform to the contractually agreed extent for its own business purposes. All further rights in the Platform, its software, its databases and its designs remain with Activento or its licensors.

(2) The content published by the Operator (e.g. texts, images, product data, customer data) remains the Operator’s property. The Operator grants Activento the non-exclusive rights of use that are technically necessary for the operation of the Platform (in particular storage, reproduction, display and delivery of the content via the interfaces used by the Operator) and warrants that it is entitled to grant these rights.

(3) Substantial extractions from the Platform’s databases outside the intended use are not permitted (§§ 87a et seq. of the German Copyright Act, UrhG).

(4) During the term of the contract, Activento may name the Operator as a reference customer by name and logo (e.g. on the Activento website and in presentations). The Operator may object to this at any time in text form without stating reasons; Activento then removes the reference without delay. The right to name the Operator as a reference ends with the end of the contract. Any further promotional use of the Operator’s content (e.g. photos or customer testimonials) takes place only with separate consent.

§ 17 Confidentiality

(1) Both parties undertake to treat confidential information of the other party of which they become aware in connection with this contract as confidential, to use it only for the performance of the contract and not to disclose it to third parties. Confidential information is information that is marked as confidential or whose confidentiality results from the circumstances.

(2) For the Operator this applies in particular to non-public information about the Platform (e.g. beta functions and individual conditions); for Activento in particular to the Operator’s business and revenue data, insofar as their handling is not already governed by the DPA.

(3) The confidentiality obligation does not apply to information that is or becomes publicly known without this being due to a breach of duty, that the receiving party has demonstrably obtained independently, or whose disclosure is ordered by law, an authority or a court.

(4) The confidentiality obligation continues after the end of the contract.

§ 18 Term, Termination and End of Contract

(1) The contract runs for an indefinite period. There is no minimum contract term and no notice period: the Operator may change its plan, downgrade to BASIC or end the contract altogether at any time. Termination by the Operator takes effect on receipt of the notice; Activento confirms it in text form within five working days. No fees accrue after receipt of the notice; fees already incurred are settled pro rata per day with the final monthly statement.

(2) The right of both parties to terminate for cause remains unaffected. Good cause for Activento exists in particular if the Operator deliberately provides incorrect information in order to reduce platform fees, for example by recording a cancellation or a refund that did not take place (cf. § 7 (7)).

(3) After the end of the contract, the account is placed in read-only mode for 30 days, during which the Operator can export its data via the export functions provided (see also § 19). After this period, the Operator’s data is deleted or anonymised unless Activento’s statutory retention obligations (e.g. for its own billing records) prevent deletion. The Operator is responsible for fulfilling its own commercial and tax retention obligations; timely export before the end of the period is its responsibility.

(4) Activento may terminate free accounts (BASIC plan) for inactivity if, cumulatively, no user of the organisation has logged in for at least twelve months, no bookings have been made in the same period and no future bookings exist in the system. The measure is announced at least 30 days and again 7 days in advance by e-mail to the stored address; a simple login suffices to avert it. After deactivation, the data remains exportable during a grace period of 90 days; after that it is permanently deleted. The Operator is required to keep its stored e-mail address up to date (§ 4 (7)).

§ 19 Switching Providers and Data Portability (Data Act)

(1) The Operator may switch to another provider or to its own IT infrastructure at any time. A notice in text form or termination of the contract under § 18 suffices; there is no separate switching notice period. Activento does not charge switching or exit fees.

(2) During the term of the contract, the Operator may at any time retrieve the exportable data it has contributed and generated through the use of the Platform via the export functions provided, in structured, commonly used and machine-readable formats (e.g. CSV, JSON, PDF document archive). Activento publishes an overview of the exportable data categories, formats and procedures on its website.

(3) After the end of the contract, the export functions remain available to the Operator in read-only mode for at least 30 calendar days (§ 18 (3)). Upon timely request in text form, Activento extends this period once by up to 30 further calendar days if the switch requires more time for reasons for which the Operator is not responsible. These periods also serve as the transition and data retrieval period within the meaning of Regulation (EU) 2023/2854 (Data Act).

(4) Activento supports the Operator during the switch to a reasonable extent with information on the export formats and procedures, works in good faith towards solutions for identified obstacles and ensures the security of the data transfer and the continuation of the contractual services until the end of the contract throughout the switch.

(5) After the periods under paragraph 3 have expired, the Operator’s exportable data is deleted or anonymised (§ 18 (3)); on request, Activento confirms the deletion in text form. Activento’s statutory retention obligations remain unaffected; on request, Activento states which data categories are retained, for what reason and for how long.

§ 20 Referral and Sales Partner Programme

(1) Operators may take part in Activento’s sales partner programme and refer other entrepreneurs as customers. Participation requires separate registration as a sales partner; the separate sales partner agreement applies.

(2) If a split of the commission in favour of the referred Operator is agreed for a referral, the corresponding reduction for the referred Operator is granted as a discount on its platform fees. The split parameters fixed at attribution cannot be changed afterwards; the discount also remains in place if the sales partner’s agreement with Activento ends. Activento may withdraw the discount for future billing periods if the attribution was obtained by incorrect information or by collusion between the Operator and the sales partner, in particular if the Operator referred itself or a person attributable to it as a sales partner; § 18 (2) remains unaffected. There are no further or other benefits for referred Operators.

(3) Earned commissions are paid to the sales partner in accordance with the sales partner agreement. They are not offset against the platform fees of the partner’s own Operator account.

§ 21 Changes to these Terms

(1) Providing the Platform requires that the Operator has expressly accepted these Terms and the Data Processing Agreement (§ 15) in the dashboard; this also applies to the trial access under § 4 (1). For as long as that initial acceptance is outstanding, Activento accepts no bookings for the Operator’s shop and processes no data of its end customers; the accesses of that shop’s invited users remain limited to reading until then. The reason is that Activento may process personal data on the Operator’s behalf only on the basis of a valid contract under Art. 28 (3) GDPR.

(2) Activento may change these Terms with effect for the future if and to the extent this is necessary in order to

implement changed statutory requirements or decisions of authorities or courts,
close a gap that has arisen because a provision is invalid or because the legal situation has changed in the meantime,
reflect changes to the range of services that are permitted under § 3,
close security vulnerabilities or avert misuse, or
clarify provisions, harmonise their wording or correct obvious errors.

(3) Changes going beyond this are not the subject of this provision. Price adjustments are governed exclusively by § 5 (4), changes to the scope of services exclusively by § 3, the addition or replacement of sub-processors exclusively by § 7 of the DPA, and the further development of the technical and organisational measures exclusively by § 6 (2) of the DPA. A change under those provisions does not trigger the procedure under paragraphs 4 to 7.

(4) Activento notifies the Operator of a changed version in text form to the e-mail address stored in the account and additionally presents it in the dashboard for consent. The notification names the changed provisions, the reason for the change, the period under sentence 3 and the consequences of non-consent under paragraphs 6 and 7. The Operator has at least six weeks from receipt of the notification to decide. Activento may shorten that period to no less than 14 days if and to the extent a statutory requirement or a decision of an authority or court so requires; the shortening must be reasoned in the notification.

(5) A changed version takes effect vis-à-vis the Operator only with its express consent. Neither the Operator’s silence nor continued use of the Platform after expiry of the period under paragraph 4 counts as consent.

(6) Until consent is given, including after expiry of the period under paragraph 4, the version last accepted by the Operator continues to apply unchanged. Access of the Operator, of its invited users and of its end customers to the Platform remains fully in place; Activento does not make the contractually owed use of the Platform dependent on consent to a changed version and neither restricts nor blocks it for that reason. Activento may point out an outstanding consent in the dashboard; the notice can be dismissed permanently by the user.

(7) The Operator may end the contract at any time under § 18 (1). Activento may terminate the contract in the ordinary way in text form with 30 days’ notice, at the earliest after expiry of the period under paragraph 4, if continuing the contract under the version last accepted by the Operator is not appropriate for legal or economic reasons; this is as a rule the case where that version no longer complies with applicable law, where it describes a service Activento no longer provides, or where the uniform handling of a large number of similar contracts could otherwise no longer be ensured. The termination must be reasoned. If the Operator consents to the changed version before the notice period expires, the termination becomes moot. Until consent is given, Activento may also defer the conclusion of new or expanded agreements, in particular a move to a higher plan, the booking of additional user seats and the setting up of further shops; existing use remains unaffected. § 18 (3) and § 19 remain unaffected.

(8) Changes that are mandatorily required by law or that operate exclusively in the Operator’s favour apply without consent; Activento notifies the Operator of them in text form. Paragraphs 4 to 7 do not apply to them.

(9) Paragraphs 2 to 8 apply accordingly to changes to the DPA (§ 15); § 15 (3) of the DPA applies in addition. For as long as the Operator has not consented to a changed version of the DPA, Activento processes for it exclusively within the scope of the version last accepted by it.

§ 22 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided the Operator is a merchant, a legal entity under public law or a special fund under public law. Activento remains entitled to sue the Operator at its general place of jurisdiction as well.

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

(4) The Operator may transfer rights and obligations under this contract to third parties only with Activento’s prior consent in text form; § 354a of the German Commercial Code (HGB) remains unaffected. This also applies to the transfer of the Operator account to an acquirer in the course of a sale of the business or a legal succession; Activento does not unreasonably withhold consent. Activento may transfer rights and obligations under this contract to affiliated companies or in the course of a universal succession; the Operator is informed of this in good time and may terminate the contract extraordinarily in that case. Activento is entitled to use subcontractors to provide the services; the sub-processor provisions of the DPA apply to the processing of personal data (§ 15).

(5) Amendments and additions to the contract require text form; this also applies to the amendment of this text-form requirement.

(6) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.

(7) Translations of these Terms are for information only. The German version alone is authoritative.

General Terms and Conditions (Terms of Service)