Terms and conditions

(1) These terms and conditions apply to all contracts between not yet provided (“Veydex”) and the customer regarding the use of the Veydex Hub, the individually bookable modules, Veydex Connect and Veydex Payments.

(2) The offering is addressed exclusively to businesses within the meaning of § 14 of the German Civil Code, to legal entities under public law and to special funds under public law. No contract is concluded with consumers within the meaning of § 13 of the German Civil Code.

(3) Differing, conflicting or supplementary terms of the customer do not become part of the contract, even if Veydex does not expressly object to them.

(4) Separate agreements apply to till systems and hardware. These terms apply to those in addition, unless agreed otherwise.

(1) Veydex provides the customer with the Veydex Hub over the internet for the term of the contract (software as a service). The customer acquires no claim to the software itself being handed over.

(2) Which services are owed in detail follows from the modules booked by the customer and from the service description on veydex.com applicable at the time of booking.

(3) Veydex Connect links the customer's existing till systems to the Hub. Veydex Payments arranges the settlement of payments through a payment service provider; see § 6.

(4) Veydex owes the operation of the technical infrastructure up to the handover point at the exit of its own data centre. The customer's internet connection and end devices are not part of the contract.

(1) The presentation of modules on veydex.com is not a binding offer but an invitation to make one.

(2) The contract comes into effect when Veydex confirms the booking or provides the service.

(3) Veydex may provide the Hub free of charge for a trial period of 14 days. The trial period ends automatically; it does not roll over into a paid contract without an express booking. During the trial period there are no availability and no warranty claims; liability follows § 15.

(1) Veydex endeavours to keep the Hub available as far as possible. A specific level of availability is owed only where separately agreed.

(2) Veydex carries out maintenance outside the customer's usual business hours where possible and announces planned work with reasonable notice. Unavoidable maintenance windows do not count as downtime.

(3) Veydex develops the Hub continuously. Changes are permitted as long as they do not materially impair the contractually owed purpose and are reasonable for the customer. If a material function of a booked module is discontinued permanently, the customer may terminate the affected module with effect from the date of discontinuation.

(4) Functions marked as not yet available are not part of the contract.

(1) Connecting an existing till system requires its provider to offer a suitable interface and the customer to be entitled to use it. Whether and to what extent a connection is possible depends on the till system in question.

(2) The customer provides the access required for the connection or arranges for their till provider to do so. Veydex does not ask the customer to hand over login details for their till system and does not request passwords.

(3) Veydex gives no warranty for the scope, accuracy or availability of data supplied through a third-party interface. If the till system's provider changes or discontinues its interface, the connection may cease; § 4 (3) sentence 3 applies accordingly.

(1) Payments are settled through Stripe Connect. The customer is the merchant and the contracting party of the payment service provider. A separate contractual relationship arises between the customer and the payment service provider, governed by that provider's terms.

(2) Veydex provides no payment services within the meaning of the German Payment Services Supervision Act, holds no funds of the customer and is at no point the owner of the amounts. Payouts go directly to the account connected by the customer.

(3) For the use of Veydex Payments, Veydex charges a fee of 0.9 % per transaction. The payment service provider's fees are additional and are settled directly between that provider and the customer.

(4) Checks by the payment service provider regarding the customer's identity and anti-money-laundering obligations are that provider's responsibility. Veydex has no influence on their outcome.

(1) The Hub can spot anomalies, give hints and propose actions. The customer sets a level of trust for each role and thereby determines whether a function only observes, makes proposals, or carries out approved tasks independently within the limits set by the customer.

(2) Hints, proposals, forecasts and analyses are based on the available data and carry uncertainty. They do not constitute legal, tax, employment or business advice and do not replace the customer's own assessment.

(3) The customer's decisions remain the customer's decisions, even where they follow a proposal or rest on an approved execution. The customer is responsible for complying with the rules applicable to them, in particular working-time, occupational-safety and co-determination law as well as food-safety and hygiene obligations.

(4) Where the use of functions subject to co-determination requires the involvement of a works council, obtaining it is the customer's responsibility.

(1) The customer sets up user accounts for their staff, assigns roles and withdraws permissions without delay once they are no longer needed. Access credentials must be kept secret and must not be passed on.

(2) The customer ensures that they collect the data processed in the Hub lawfully and are permitted to enter it. This applies in particular to health data such as recorded allergies, for which the customer needs a sound legal basis under Art. 9 GDPR.

(3) Where the customer sends reminders, review requests or advertising through the Hub, they are responsible for obtaining the necessary consent and for complying with § 7 of the German Act Against Unfair Competition. Veydex provides only the tool.

(4) The customer does not use the Hub unlawfully, does not make it available to unauthorised third parties and does nothing that impairs security or availability for other customers.

(5) The customer reports recognisable defects without delay and in a comprehensible form.

(1) The prices shown on veydex.com at the time of booking apply. All prices are net and exclusive of statutory VAT.

(2) Module fees are invoiced monthly in advance. A module booked during a billing period is charged pro rata. The transaction fee under § 6 (3) is invoiced in arrears.

(3) Invoices are due without deduction within 14 days of receipt. In the event of late payment, the statutory provisions apply, in particular § 288 (2) and (5) of the German Civil Code.

(4) If the customer is in default with a not insignificant part of the fee for more than 30 days, Veydex may suspend access after prior notice and a reasonable grace period. The obligation to pay remains.

(5) Veydex may change the fees with six weeks' notice effective from the start of a billing period. The customer may then terminate the affected module before the change takes effect; Veydex points this out in the notice.

(6) The customer may only set off claims that are undisputed or have been established with final legal effect.

(1) The contract runs for an indefinite period. Either party may terminate it with 14 days' notice effective at the end of a billing month, unless agreed otherwise.

(2) Individual modules may be terminated separately. When the last module is terminated, the contract ends as a whole.

(3) The right to terminate for cause remains unaffected. Cause exists for Veydex in particular where the customer materially breaches § 8 and fails to remedy the breach after a warning.

(4) Notices of termination require text form.

(5) After the contract ends, the customer may export their data in a common format for a further 30 Tage. Veydex then deletes the data unless a statutory retention obligation stands in the way. The customer is responsible for backing up their data in good time and for meeting their own retention obligations.

(1) For the term of the contract, the customer receives a simple, non-exclusive, non-transferable right to use the Hub within the agreed scope for their own business purposes.

(2) Transfer to third parties, reproduction beyond contractual use, and modification or reverse engineering of the software are not permitted. Mandatory statutory rights, in particular under §§ 69d and 69e of the German Copyright Act, remain unaffected.

(3) Rights to the data entered by the customer remain with the customer.

(1) Where Veydex processes personal data on the customer's behalf, the customer is the controller and Veydex is the processor. The details are governed by the data processing agreement under Art. 28 GDPR, which forms an annex to this contract.

(2) Veydex may analyse customer data in aggregated and anonymised form in order to operate, secure and develop the service and to provide comparison figures. The results must permit no inference about an individual business or an individual person. Comparison figures are only output where the group is large enough; revenue, names and league tables of other businesses are not disclosed.

(3) Veydex names the customer as a reference only with their prior consent.

(1) Veydex provides functions that support the customer in meeting their tax record-keeping obligations. The obligations themselves, in particular under § 146a of the German Fiscal Code, the Cash Register Security Ordinance and the GoBD, rest with the customer.

(2) The customer is responsible for agreeing the use of the Hub and the connection of their till system with their tax adviser, and for retaining the prescribed records completely, unalterably and for the statutory period.

(1) Veydex warrants that the Hub will be maintained in a contractual condition for the term of the contract. § 536a (2) of the German Civil Code and strict liability under § 536a (1) for defects present at the conclusion of the contract are excluded.

(2) A defect exists where use is impaired more than insignificantly. Veydex remedies defects within a reasonable period; a remedy may also take the form of a reasonable workaround.

(3) Insignificant impairments, disruptions outside Veydex's sphere of responsibility and faults resulting from improper use or from third-party systems are not defects.

(1) Veydex is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given.

(2) For slightly negligent breach of an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely (cardinal obligation), Veydex is liable limited to the foreseeable damage typical for this type of contract at the time of conclusion, but no more than not yet provided.

(3) Liability is otherwise excluded.

(4) For loss of data, Veydex is liable only up to the effort that would have been required to restore the data had the customer backed it up properly and regularly.

(5) The above limitations also apply to the personal liability of Veydex's legal representatives, employees and vicarious agents.

Events outside a party's control that it could not foresee at the conclusion of the contract and could not avert by reasonable means — such as natural events, war, official orders, or large-scale failures of power or telecommunications networks — release that party from its obligation to perform for their duration. If the situation lasts longer than 60 days, either party may terminate the contract.

(1) Veydex may amend these terms where this is necessary to adapt to a changed legal situation, case law or changes in the scope of services, and where it does not unreasonably disadvantage the customer.

(2) Veydex notifies changes in text form at least six weeks before they take effect. If the customer does not object within four weeks of receipt, the changes are deemed accepted. Veydex points out the significance of silence separately in the notice. If the customer objects, either party may terminate the contract with effect from the date the change takes effect.

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

(2) The exclusive place of jurisdiction for all disputes arising from this contract is not yet provided, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Amendments and additions to this contract require text form. This also applies to any waiver of this form requirement.

(4) Should any provision be or become invalid, the validity of the remaining provisions is unaffected. The statutory provision takes the place of the invalid one.

(5) The German version of these terms prevails. Translations serve comprehension only.