General terms and conditions ("GTC")

§2 — Subject matter of the contract

2.1 These General Terms and Conditions apply to the use of the software accessible via the website by the contractual partner and IT provider.
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2.2 The subject matter of Stackgini's services to the contractual partner is the provision of software in return for payment, which supports companies in the structured recording, evaluation, and documentation of IT requirements, solutions, and decisions.
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2.3 The subject matter of Stackgini's services to the IT provider is the provision of the software free of charge in order to list the IT provider's IT solutions in the software and to maintain corresponding entries and information about such IT solutions.
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2.4 The software is provided via web-based cloud technology as software-as-a-service via the website. The contractual partner or IT provider is enabled to use the software for their own purposes via an Internet connection during the term of the contract concluded under these GTC and to store and process their own data with the help of the software.
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2.5 Stackgini offers various service packages together with the software. The scope of services and the remuneration to be paid are based on the service description for the respective service package contained in Stackgini's offer. The offer and the service description contained therein for the respective service package used is an integral part of the contractual relationship between Stackgini and the contractual partner or IT provider.
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2.6 Stackgini offers its software in various configuration levels, which can be continuously developed further by Stackgini. The range of functions depends on the service package booked. Stackgini is entitled to deactivate individual functions or restrict their use if they are not used by more than 70% of the contractual partners. Stackgini may change or discontinue functions at any time at its own discretion vis-à-vis IT providers, provided that the software is not provided for a fee.
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2.7 Stackgini shall make the latest version of the software available to the contractual partner and IT provider for use at the router output of the data center where the server with the website is located (“transfer point”). The software, the computing power required for its use, and the necessary storage and data processing space shall be provided by Stackgini. Stackgini is not responsible for establishing and maintaining the data connection between the IT systems of the contractual partner or IT provider and the transfer point described.
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2.8 Stackgini and the customer agree that a contract between the contractual partner and an IT provider is an independent and separate contract and that Stackgini does not become a party to such a contract.
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2.9 The successful conclusion of a contract between the contractual partner and the IT provider is the sole responsibility of the contractual partner and the IT provider. The contract with Stackgini does not entitle the contractual partner to successful purchase transactions with IT providers.
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2.10 Stackgini provides information about IT providers and the products and services they offer to the best of its knowledge and belief and checks proposed changes for legality with the due diligence customary in the industry. However, Stackgini is not obliged to check the information provided by IT providers. In particular, Stackgini does not provide legal advice or other legal services.
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2.11 Stackgini and the IT provider agree that Stackgini is an independent software for the selection and analysis of IT solutions. In particular, Stackgini is not obligated to bring about the conclusion of a contract with the contractual partner in favor of the IT provider.

§3 — Availability of the website and services

3.1 Stackgini strives for system availability of over 99% for the general availability of the software at the transfer point, whereby planned downtimes and problems related to force majeure are excluded from the calculation of availability.

3.2 Stackgini hereby informs customers that restrictions or impairments to the website and its services may arise that are beyond Stackgini's control, in particular due to actions by third parties not acting on behalf of Stackgini, technical conditions of the Internet beyond Stackgini's control, and force majeure. The hardware, software, and technical infrastructure used by the contractual partner or IT provider may also influence the usability of the website. Insofar as such circumstances influence the availability or functionality of the software, this does not constitute a breach of contract by Stackgini.

3.3 In order to enable the most efficient possible troubleshooting, the contractual partner or IT provider must report any functional failures, malfunctions, or impairments of the software immediately upon becoming aware of them and as precisely as possible by email to service@stackgini.de.

3.4 Stackgini processes fault reports from Monday to Friday between 10 a.m. and 5 p.m., except on public holidays.

3.5 Insofar as the IT provider uses the software free of charge, all warranty rights of the IT provider are excluded. 4.1    For the term of this contract, the customer receives the non-exclusive, non-transferable right to use the software for internal purposes.

§4 — Rights of use

4.1 For the term of this contract, the customer shall receive the non-exclusive, non-transferable right to use the software for internal purposes.

4.2 The customer is prohibited from doing the following (and may not permit any third party to do so):
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‍4.2.1 Distribute, sell, sublicense, rent, lease, or use the software or documentation (or any part thereof) as part of a temporary provision, a service company, hosting, or for service providers or similar purposes (unless expressly permitted herein);

4.2.2 Modify the documentation (in whole or in part) or create a derivative work based on the documentation (or any part thereof), except for the Customer's internal purposes or if Stackgini has expressly agreed to this in writing; or

4.2.3 perform vulnerability scans, penetration tests, or other security tests, including network discovery, port and service identification, password cracking, and remote access tests, on Stackgini's systems or the Software, unless Stackgini has expressly agreed to such testing in advance in writing.

4.2.4 modify, edit, or redesign any part of the software, disassemble, decompile, or reverse engineer it (this prohibition also applies, among other things, to the examination of data structures or similar materials generated by programs) or to access and use the Services to create or support software or services that compete with Stackgini and/or to assist third parties in such creation and support;

4.2.5 Remove product labels, proprietary notices, copyright notices, or other notices in the documentation;

4.2.6 access libraries, data, or databases that are integrated into the software or provided herewith by means other than through the software itself; or

4.2.7 publicly distribute performance data or analyses (including, but not limited to, benchmarks) in connection with the software or documentation, regardless of their origin.

4.3 The customer is obliged to identify and authenticate all users, to control these users' access to the software, to prevent unauthorized access by users, and to maintain the confidentiality of user names, passwords, and user account information. Customers shall ensure that user access data for online access is secured against access by unauthorized third parties by taking appropriate measures.

4.4 The software manufacturer grants Stackgini the non-exclusive, unlimited right to use the content uploaded and recorded by the software manufacturer in the software for commercial purposes on a permanent basis. This includes, in particular, the right to reproduce, distribute, make publicly available, and edit the content.

§5 — Contract term, registration and termination for contractual partners

5.1 Upon commencement of the contract, the contractual partner shall have access to the package they have booked.

5.2 The contract shall commence when the contractual partner accepts Stackgini's offer in writing or in text form or concludes the contract using a digital payment process provided by Stackgini. Unless otherwise stated in the offer itself, Stackgini shall be bound by the offer for a period of two weeks. The period begins on the date of delivery of the offer. In any case, the contract is concluded upon receipt of payment, but no later than the start of the provision of services under the offer.

5.3 After the contract has been concluded, Stackgini activates the contractual partner's user account, which the customer can access with their email address (“access data”). The contractual partner will be informed about the activation of their user account. The access data must be kept secret and may not be made accessible to third parties. The contractual partner is solely responsible for all activities in connection with their user account.

5.4 If the contractual partner's personal or company details change, the contractual partner is responsible for updating them and must notify Stackgini accordingly.

5.5 Unless otherwise specified in the selected service package, the contract term is 12 months and is extended by 12 months at a time if the contractual partner does not terminate the contract with two months' notice before the end of the contract term. Notices of termination must be in writing to be effective.

5.6 Stackgini and the contractual partner reserve the right to terminate the contract for good cause without notice if the legal requirements are met. Good cause shall be deemed to exist in particular if the contractual partner is 30 days in arrears with the payment of the remuneration due.

§6 — Contract term, registration and termination with IT providers

6.1 As soon as the IT provider registers on the website with an email address, a user agreement is concluded under the terms and conditions of these General Terms and Conditions.

6.2 There is no entitlement to the opening of a user account. Only persons with unlimited legal capacity who are acting in the exercise of their commercial or self-employed professional activity are eligible to participate. At Stackgini's request, the IT provider must send Stackgini a copy of their identity card or provide their VAT identification number and document their registration. The data required to create the user account must be provided by the IT provider in full and truthfully.

6.3 If the IT provider's personal or company details change, the IT provider is responsible for updating them and must notify Stackgini immediately.

6.4 The IT provider may terminate the user agreement under the terms and conditions set forth herein at any time. Notices of termination must be in writing to be effective.

§7 — Prices, terms of payment and subject to change

7.1 If the customer chooses a paid package, the amount specified in the service description for the services to be provided by Stackgini is payable. The amounts specified in the service description are exclusive of sales tax at the applicable statutory rate. The amount is due upon invoicing, unless a different due date has been specified in the offer. The date of receipt in Stackgini's account is decisive for the timeliness of the transfer.

7.2 Stackgini reserves the right to change prices at the end of the respective contract term. The customer will be informed of this by email at least eight weeks before the end of the contract term. Notwithstanding § 6, in the event of an increase in remuneration, the customer may terminate the contract without notice within eight weeks of notification of the price increase, but must declare such termination at the latest by the end of the respective contract term.

7.3 Stackgini is entitled to adjust or modify the content of the individual service packages, provided that the content of the service package is not fundamentally changed to the detriment of the contractual partner. This right applies in particular if a modification or adjustment becomes necessary for Stackgini for technical or business reasons. Contract amendments are governed by § 13 of these General Terms and Conditions.

7.4 Customers who use a paid service package may not offset claims by Stackgini arising from this contractual relationship or assert a right of retention, unless these are undisputed or legally established counterclaims.

7.5 In the event of default in payment, the following applies:

7.5.1 All outstanding amounts shall bear interest at a rate of 1% above the base rate per month.

7.5.2 The customer shall pay an administration fee of 25 euros for each reminder.

7.5.3 Stackgini may suspend access to the software with immediate effect. Such suspension shall not release the customer from their payment obligation.

7.6 Insofar as the service packages are provided free of charge, Stackgini reserves the right to unilaterally change service packages at any time or to discontinue the services under the service package in their entirety. Any warranty rights for services provided free of charge are excluded.

§8 — Rights to data processing, data backup, order processing

8.1 The parties undertake to comply with the statutory data protection provisions.

8.2 For the purposes of contract implementation, the contractual partner and IT provider grants Stackgini the right to reproduce the data to be stored by Stackgini for the contractual partner and IT provider, insofar as this is necessary for the use of the software. Stackgini is also entitled to store the data in a backup system or separate backup data center. To eliminate malfunctions, Stackgini is also entitled to make changes to the structure of the data or the data format.

8.3 If and to the extent that customers process personal data or confidential information in the software, customers are obliged to inform their users accordingly. Stackgini provides all information on the collection, processing, and storage of personal and confidential data by its systems in its privacy policy: https://stackgini.de/legal/privacy.

8.4 If Stackgini acts as a processor for customers within the meaning of Art. 28 GDPR, the parties agree, in addition to the provisions of these GTC, that the Data Processing Agreement (“DPA”) in Appendix A shall apply to the processing of personal data. The DPA shall be effective upon conclusion of this contract without signature. Customers may request a separately signed copy of this agreement from Stackgini at any time for documentation purposes.
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8.5 Insofar as the software or the services provided under the contract constitute a data processing service within the meaning of Art. 2 (8) of Regulation (EU) 2023/2854 (“Data Regulation”), the provisions of the Annex on the transfer of data processing services in Appendix B shall apply.

§9 — Rights and obligations of Stackgini

9.1 Stackgini is entitled to refer to its cooperation with customers in publications, e.g. in company brochures or on its website. Stackgini is also entitled to use image and text documentation relating to its cooperation with the contractual partner and IT provider for public relations purposes.

9.2 Stackgini shall not be liable for any infringement of third-party rights by the contractual partner or IT provider, provided that and to the extent that such infringement results from an exceedance of the rights granted under this contract. In this case, the contractual partner or IT provider shall indemnify Stackgini against all third-party claims upon first request.

9.3 All copyrights, ancillary copyrights, and other rights to all content, data, concepts, and designs created by Stackgini and/or third parties on behalf of Stackgini for the Contractual Partner or IT Provider shall remain with Stackgini. Stackgini grants the contractual partner and IT provider, to the extent necessary for the performance of the contract, non-exclusive (simple) and geographically unrestricted rights of use to this content for the duration of the contract.

9.4 The rights of use granted to the contractual partner or IT provider may not be transferred to third parties or sublicensed without the written consent of Stackgini.

9.5 Content provided by Stackgini may not be modified without the express consent of Stackgini. Any complete or partial imitation or adaptation is prohibited.

§10 — Rights and obligations of the contractual partner and IT provider

10.1 A key factor in Stackgini's ability to provide the contractually agreed services is the cooperation of the contractual partner and IT provider. The contractual partner and IT provider shall support Stackgini in providing the contractual services to the extent necessary and reasonable. In particular, the contractual partner and IT provider shall provide Stackgini with all data and documents necessary for the provision of services free of charge and shall provide Stackgini with all necessary information upon request.

10.2 If the contractual partner or IT provider fails to fulfill its obligations to cooperate or does so to an insufficient extent, Stackgini shall be released from its performance obligations for this period, insofar as the respective services cannot be provided or can only be provided with disproportionate effort due to the non-fulfillment or insufficient fulfillment of the obligations to cooperate.

10.3 The contractual partner and IT provider undertakes to use the platform only for the specified purpose. It undertakes to provide the data required for the conclusion of the contract carefully and to the best of its knowledge and not to make any misleading statements, as well as not to overload the service through misuse. The contractual partner and IT provider shall refrain from attempting to gain unauthorized access to third-party data.

10.4 The IT provider warrants

10.4.1 that it is the owner of all rights necessary for the contractual use of the software, in particular that it has the necessary copyrights, trademarks, ancillary copyrights, personality rights, and other rights and can transfer them to Stackgini for the purpose of fulfilling the contract, in terms of time, location, and content, to the extent necessary for the performance of the contract;

10.4.2 the information provided, made available, and uploaded by him/her in relation to his/her product(s) and services is true, complete, and not misleading;

10.4.3 the information provided, made available, and uploaded by him/her in relation to his/her product(s) and services is not confidential and may therefore be permanently passed on, recorded, or otherwise exploited by Stackgini to third parties, in particular the contractual partners;

10.4.4 it will not use the software for anti-competitive purposes;

10.4.5 it will not upload any illegal content, in particular, it will not deliver, offer, provide access to, or advertise content that violates the provisions of the Criminal Code or the Narcotics Act, Medicines Act, or Weapons Act.

§11 — Confidentiality between the contracting parties and the IT provider

11.1 “Confidential Information” means all business and/or technical information that one party ("Recipient") receives from the disclosing party (“Discloser”) and that

11.1.1 is in written, recorded, graphic, or other tangible form and is marked “confidential,” “trade secret,” or similar designation,

11.1.2 is communicated orally and is classified by the disclosing party at the time of disclosure as “confidential” or “trade secret” or in a similar manner, and this classification is confirmed in writing within thirty (30) days of disclosure, or
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11.1.3 is received under circumstances that can reasonably be interpreted as an obligation of confidentiality.
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11.2 The recipient

11.2.1 may only disclose the confidential information to those employees, consultants, and affiliated companies who need to know the confidential information and who have agreed in writing to confidentiality terms that are substantially the same as those contained herein,

11.2.2 shall use at least the same care in protecting the Confidential Information of the Disclosing Party as it would use in protecting its own information of a similar nature, but in no event less than reasonable care,

11.2.3 may only use the Confidential Information in connection with its rights and obligations under this Agreement; and

11.2.4 must, at the request of the information provider, return or destroy the confidential information in whole or in part, at the information provider's discretion.

11.3  Confidential information shall remain confidential for a period of three (3) years after its disclosure. This time limit shall not apply to confidential information that is marked as a “trade secret” or constitutes a trade secret for other reasons. Software, documentation, and technical information provided by Stackgini (or its representatives), information regarding products and services, and the terms of this Agreement shall be deemed “trade secrets” of Stackgini without the need for any marking or other designation.

11.4 The recipient's confidentiality obligation shall not apply to information that

11.4.1 was already lawfully in its possession or known to it prior to receipt,

11.4.2 is or becomes publicly known through no fault of the recipient;

11.4.3 was lawfully obtained by the recipient from a third party without breach of any confidentiality obligation,

11.4.4 was independently developed by employees of the recipient who did not have access to this information, or

11.4.5 which the recipient was required to disclose due to a regulation, law, or court order (but only to the extent necessary to comply with such regulation, law, or order and only after notifying the information provider) or which the recipient was exceptionally permitted to disclose due to a regulation or law.

11.5 Reverse engineering within the meaning of Section 3 (1) No. 2 of the German Trade Secrets Protection Act (“GeschGehG”) is not permitted for customers.

§12 — Liability

12.1 Customers' claims against Stackgini for damages or reimbursement of futile expenses shall be governed by this section, regardless of the legal nature of the remedy or claim.

12.2 Stackgini shall be liable without limitation for damages resulting from injury to life, limb, or health caused by an intentional or negligent breach of duty by Stackgini or an intentional or negligent breach of duty by a legal representative or vicarious agent of Stackgini.

12.3 Stackgini shall be liable without limitation for other liability claims only in the absence of a guaranteed characteristic and for damages resulting from intent and gross negligence, including those of its legal representatives and executive employees. Stackgini shall be liable for the fault of other vicarious agents only to the extent of liability for slight negligence in accordance with §12 paragraph (4).

12.4 Stackgini shall be liable to the customer for slight negligence if it breaches an obligation whose fulfillment is of particular importance for achieving the purpose of the contract, whose fulfillment is essential for the proper execution of the contract, and if the customer could regularly rely on its fulfillment (“cardinal obligation”). In the event of a breach of a cardinal obligation, liability shall be limited to such damages as are typically to be expected in connection with such products and services.

12.5 Liability for data loss shall be limited to the typical restoration costs that would have been incurred by the customer if backup copies had been made regularly and in accordance with the risks involved.

12.6 Liability under the Product Liability Act shall remain unaffected.

§13 — Amendment clause

13.1 Stackgini reserves the right to amend this contract, provided that the amendment is reasonable for the customer and Stackgini takes the customer's legitimate interests into account appropriately in the context of the amendment. Changes to the subject matter of the contract and the main performance obligations that would lead to a change in the type of contract as a whole are excluded from the right to make amendments.

13.2 Stackgini is particularly entitled to amend the contract if

13.2.1 Stackgini is obliged to bring the provision of services into line with applicable law, in particular if the applicable legal situation changes, or

31.2.2 Stackgini complies with a court ruling or an official decision by making the amendment.

13.3 Any amendment to the contract at the instigation of Stackgini requires Stackgini to offer the intended amendment to the customer in text form (email is sufficient) at least six weeks before the proposed date of its entry into force. The customer's consent shall be deemed to have been given if he has not notified his rejection before the proposed date of entry into force of the amendment.

13.4 Stackgini is obliged to

13.4.1 in the context of a request for amendment, to specifically point out the approval effect of its conduct and

13.4.2 to inform the customer separately about the amendments in a highlighted form, for example by means of a synoptic comparison or by highlighting the amendments in bold type or by means of a supplementary sheet to the contract.

13.5 If the customer objects to the new provisions of the contract, Stackgini shall be entitled to terminate the contract for cause.

§14 – Other

14.1 The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.

14.2 The place of performance for all services relating to Stackgini shall be Hamburg if the contractual partner is a merchant, a legal entity, or a special fund under public law.

14.3 If the contractual partner is a merchant, a legal entity or a special fund under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes relating to Stackgini is Hamburg. Hamburg is the exclusive place of jurisdiction for legal action against Stackgini. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

14.4 The contract language is German.


APPENDIX A: AVV
APPENDIX B: Datenverordnung