Terms and Conditions

GENERAL TERMS AND CONDITIONS of Neoception GmbH for SaaS Services

1.   Definitions

1.1. “GTC” is defined in Section 2.1.
1.2. “Changes” are defined in Section 4.4.
1.3. “Analyses” are defined in Section 6.5.
1.4. “Application” is defined in Section 2.1.
1.5. “Documentation” refers to the current documentation provided by Neoception in written or electronic form, including the service specification, describing the features, functions and use of the Application and/or the hosted environment.
1.6. “Receiving Party” is defined in Section 12.1.2.
1.7. “New Rights” are defined in Section 6.1.
1.8. “Action” means both acts and omissions.
1.9. “Force Majeure” is defined in Section 11.3.
1.10. “Customers” are defined in Section 3.1.
1.11. “Disclosing Party” is defined in Section 12.1.2.
1.12. “Parties” refers to the Customer and Neoception.
1.13. “Representative” is defined in Section 12.1.5.
1.14. “SaaS” means Software as a Service.
1.15. “Services” are defined in Section 3.1.
1.16. “Agreement” is defined in Section 2.3.
1.17. “Order Form” is defined in Section 3.1.
1.18. “Confidential Information” is defined in Section 12.1.2.
1.19. “Pre-existing Components” are defined in Section 6.1.2.

2. Scope, Order of Precedence of Contractual Documents

2.1. These General Terms and Conditions (“GTC”) apply to the SaaS services of Neoception GmbH, Mallaustraße 50–56, 68219 Mannheim (“Neoception”). They also apply to related services, to the extent that they are expressly agreed upon and no more specific contractual terms apply to them. SaaS services include software solution(s) offered via the internet (“Application”). In the context of these GTC, “Application” refers to the application(s) and modules booked by the Customer as defined in the service specification.
2.2. The Customer’s general terms and conditions shall not apply in connection with the services provided by Neoception, even if Neoception does not expressly object to them. General terms and conditions shall particularly not become part of the agreement even if Neoception begins to render services without objecting to any terms and conditions referred to by the Customer.
2.3. The following order of precedence shall apply to the contractual documents (together the “Agreement”):
a. the Order Form;
b. the Service Specification;
c. the Service Level Agreement;
d. the Data Processing Agreement (if agreed);
e. these GTC.
In the event of conflicts or inconsistencies, the documents listed first in the order shall take precedence over those listed subsequently. Among documents on the same level, the most recent version shall prevail.

3.   Service Description, Commissioning

3.1. The nature and functionality of the Services to be provided by Neoception are defined in Neoception’s Order Form and the documents referenced therein, including the Service Specification and these GTC. “Services” refers to all SaaS services and any additional consulting, configuration, implementation and training services in relation to the agreed Application, as may be separately agreed. Services or features not explicitly agreed upon are not owed by Neoception.
3.2. The scope and subject matter of the SaaS services are set forth in the Order Form and the applicable Service Specification(s).
3.3. Neoception shall only be obliged to provide additional services beyond the agreed SaaS services if explicitly agreed. Such additional services shall be provided as professional services, unless expressly agreed otherwise.
3.4. Provisioning of the Application and any other Services shall be carried out via the Order Form.

4.   Provision, Operation and Support of the Application

4.1. Provision of the Application shall be deemed fulfilled once Neoception provides the Customer with web-based access to the Application.
Support times, average availability of the Application and other service levels are stipulated in the agreed Service Specification or Service Level Agreement.

System notifications and information from Neoception regarding the operation, hosting or support of the Application may be made available within the Application or sent to the Customer electronically.


4.2. Neoception is entitled at any time to further develop, restrict, or reduce the functionality of the Application (“Modifications”). Neoception shall inform the Customer of such modifications with reasonable notice. Modifications may be communicated via email, within the Application or through another communication channel selected by Neoception. . If, as a result of the Modification, the Application cannot be used by the Customer for the contractually agreed or assumed purposes, or can only be used by the Customer with severe restrictions, the Customer shall have a special right of termination. A restriction is deemed to be severe if the Application is no longer suitable for the purposes of the Customer which have been recognizable for Neoception and have become the basis of the Contract. The right of termination must be exercised in writing within [one (1) month] from the time the Customer becomes aware or should have become aware of the intended Modification. The Agreement will then terminate on the date the Modification is implemented, but not earlier than the date the notice of termination is received by Neoception. The termination shall not become effective if Neoception refrains from implementing the Modification.

5.   Place and Time of Performance

5.1. The place of performance for the provision of the Application shall be the location of the servers on which the Application is operated. Otherwise, Neoception provides the contractual Services at its headquarters or the offices of affiliated companies.
5.2. Any implementation or delivery dates shall only be binding on Neoception if expressly designated in writing as binding. Otherwise, such dates serve as non-binding planning estimates.

6.   Intellectual Property, Rights of Use

6.1. Material property
6.1.1. Neoception shall remain the owner of all intellectual property rights in the Application and the results of other Services. All new intellectual property rights associated with or embodied in or resulting from the Application (“New Rights”) shall belong exclusively to Neoception. This shall also apply if New Rights are based on suggestions, specifications, feed-back, requirements, ideas, contributions, comments or other input of the Customer, the users or third-parties. New Rights do not include data of the Customer that is processed via the Applications. Unless otherwise agreed, in relation to Neoception, the Customer shall exclusively be entitled to all rights in and in relation to the aforementioned Customer data.
6.1.2. Under no circumstances shall the Customer be granted exclusive rights of use to pre-existing components. “Pre-Existing Components” shall mean, in addition to the Application, all components of software developments or other work results developed by Neoception or a third-party prior to and/or independently of the Contract. Neoception or the third-party shall remain the sole material owner of the Pre-Existing Components.
6.2. License for the Application
6.2.1. Neoception grants the Customer the non-exclusive right to use the Application and related developments of Neoception for its own business purposes for the duration of the Contract. Further specifications result from the agreed Contract Form and Service Specification. The Customer shall comply with the agreed scope of the license, that may stipulate a limited use of the license with regard to the users authorized to use and/or areas of use of the Application. The right of use shall arise upon payment of the first fee due.
6.2.2. In the event that the agreed scope of the license is exceeded, Neoception shall be entitled to demand additional remuneration in accordance with the provisions of the Contract Form. If no remuneration has been agreed in the respective Contract Form for cases where the scope of the license granted in the Contract Form is exceeded, Neoception shall be entitled to demand an additional remuneration which shall be based on the license fee agreed between the Parties in proportion to the agreed scope of the license. Any further claims for damages shall remain unaffected.
6.3. Fair Use Policy
6.3.1. The SaaS services provided are for normal business use. If the use deviates significantly from the normal use or if there are indications that users are using the SaaS-Services for non-normal applications, Neoception reserves the right at any time to discontinue or restrict the provision of services or to take another suitable measure.
6.3.2. If Neoception suspects a case of significant deviation from normal use or non-standard use that does not belong to any case group under clause 6.3.2, Neoception will contact the customer to discuss the situation. Only if it is indeed a case of deviation from normal use or non-standard use and the customer is not willing or able to stop the corresponding use, Neoception will take an appropriate measure
6.3.3. The Customer is not allowed to,
a. copy, translate, disassemble, decompile, reverse engineer or otherwise modify any Application, in whole or in part, or create derivative works therefrom; provided Documentation may be copied for internal use to the extent necessary;
b. use an Application in a way that violates applicable law, in particular the transmission of information and data that is illegal or infringes the intellectual property rights of third-parties;
c. jeopardize or circumvent the operation or security of the Application.
d. The Customer is liable for the actions of users to whom Customer has provided access to the Application as for its own actions.
6.4. Results of other Services
With regard to other results of Neoception Services, the Customer shall be granted the non-exclusive and permanent right to use these results for Customer’s own business purposes.
6.5. Analysis Data
Subject to the conditions set forth in this section, Neoception may create anonymized analytics with aggregated or otherwise anonymized data for which (in part) data of the Customer and information resulting from the use of the Application by the Customer and the users are used (“Analyses”). Data is anonymized such that it cannot be traced back to individual companies or persons. Analyses are used for [product improvement, resource and support optimization, performance enhancements, security and data integrity review, development of new products, marketing purposes, and benchmarking]. The analyses and anonymization process shall comply with the General Data Protection Regulation (GDPR).

7.   Remuneration and Billing Modalities

7.1. License Fees
The billing intervals are determined by the contract form. If not specified there, recurring fees are billed annually in advance. If a service begins or ends during a billing period, the relevant billing period will be charged on a pro-rata basis.

Neoception is entitled to adjust the ongoing fees in accordance with the following principles:

a. Neoception may change the remuneration rates with two (2) months’ notice effective as of January 1st of any calendar year by providing a written adjustment declaration to the customer, in a reasonable amount to compensate for cost increases and functional enhancements.
b. The adjustment of remuneration rates is deemed reasonable, in case of doubt, if the currently agreed remuneration rates are not increased by more than 5%.
c. If the adjustment is not reasonable, the customer has the right of objection object. If the customer does not exercise the right to object in writing within four (4) weeks of receipt of the adjustment declaration, the new remuneration rates are deemed agreed. If the customer exercises the right to object in due time, Neoception may terminate the contract within four (4) weeks of receipt of the objection.
7.2. Fees for Additional Services
If additional services are commissioned, billing shall generally take place after the service has been rendered, unless otherwise agreed between the parties. For services billed based on time and effort, invoicing will be done retrospectively on a monthly basis.
7.3. Billing Modalities
7.3.1. All prices quoted by Neoception or listed in the contract are net of VAT. Where VAT is applicable, the statutory VAT applicable at the time of invoicing will be added to the stated net price. All payments are due within fourteen (14) days of invoicing. After this period, the customer is in default. From the start of default, Neoception may charge default interest at the applicable statutory rate.

Neoception may provide the invoice to the customer at its own discretion by post or electronically (e.g., in PDF format via email). If requested by the customer, an e-invoicing agreement can be concluded.
7.3.2. The Customer may only offset uncontested or legally established claims and may only base a right of retention on uncontested or legally established claims.

8.   Customer’s Obligations to Cooperate

8.1. General obligations to cooperate are listed below. Further cooperation obligations may result from the contract form or individual agreements between Neoception and the customer.
8.2. The customer shall cooperate to the necessary extent free of charge in fulfilling the contractual obligations. In particular, the Customer shall provide Neoception with all information, data, contents and documents required for the performance of the Ser-vices, which Neoception requires for the execution of the Contract. In case of a malfunction, the customer shall assist Neoception, upon prior instruction, by performing activities for troubleshooting that must be carried out at the agreed place of use and are reasonable for the customer.
8.3. The customer is responsible for informing themselves about the essential functional features of the application and its technical requirements (e.g., hardware requirements, operating systems, supported browser versions, interfaces) and keeping up to date. The customer ensures that their IT systems meet the technical requirements and are up to date. Neoception shall not assume any responsibility for the correct display and functionality of the application if the customer uses an unsupported or outdated browser.
8.4. The customer is solely responsible for the installation and operation of their IT infrastructure. The customer shall bear all necessary costs associated with the installation and operation.
8.5. The customer shall bear the risk that the Applications as well as the associated services meet their needs and are suitable for their economic purposes. The customer is solely responsible for ensuring that Neoception’s services comply with applicable legal and regulatory requirements relevant to them.
8.6. If the customer uses software not provided by Neoception, they must ensure they have all necessary usage rights for use in connection with Neoception’s services.
8.7. The customer must keep their account login credentials confidential and must not make them accessible to third parties. The customer is responsible for all actions performed under their account in combination with the user’s password. The customer is liable for the actions of its users.
8.8. The customer shall take reasonable precautions in case the application does not function properly. In this context, the Customer shall regularly perform data backup checks. The customer is solely responsible for the regular and complete backup of all business-critical data and documents.
8.9. The customer is responsible for ensuring that all information and documents uploaded to the application are accurate and free from any malware (e.g., viruses, worms, trojans). The customer is liable for damages caused by incorrect information or documents. The customer ensures that uploading information and documents complies with applicable laws.
8.10. When uploading files, the customer must ensure that the file format, file name, and file size are supported by the application. Neoception is not responsible for the successful upload of files.
8.11. All content uploaded by the customer must not contain harassment, insults, defamation, unlawful threats, smear campaigns, or false factual claims. Also prohibited are violations of third-party rights, the uploading of illegal, discriminatory, racist, glorifying violence, or content harmful to minors. If users violate these provisions, Neoception may terminate the contract extraordinarily or temporarily deactivate or block the user account.
8.12. If the customer fails to meet their cooperation obligations, Neoception is not obliged to perform the services in the affected scope and period. Neoception may claim compensation for any additional effort incurred due to missing or delayed cooperation.
8.13. The customer is responsible for training its employees who interact with the system.
8.14. The customer is responsible for correctly executing the processes necessary on their side for the system’s proper operation and purpose fulfilment.

9.   Third-Party Intellectual Property Claims

9.1. If a third-party claims that the use of the application infringes their intellectual property rights, the Customer shall immediately notify Neoception in writing and provide all relevant information. If the customer discontinues use of the application in order to mitigate damage or other reasons, they must inform the third-party that this discontinuation does not constitute acknowledgment of the alleged infringement of property rights.
9.2. The parties shall support each other to the best of their abilities in defending their rights against the third-party and in repelling the alleged infringement or reaching a commercially reasonable settlement.

10. Warranty

10.1. Unless otherwise explicitly agreed in writing, the provision of Services (especially development, customization, implementation, consulting, training, and data export) is subject to the service contract law pursuant to Sections 611 et seq. of the German Civil Code (“BGB”). If a service is not provided in accordance with the contract and Neoception is at fault, Neoception must provide the service again at no additional cost within a reasonable period. The prerequisite for this is a written complaint by the Customer.
10.2. All statements regarding the service do not constitute guarantees of the quality of the service unless a guarantee has been explicitly agreed upon in writing. A specific quality of the service cannot be derived from advertising materials or public statements unless their specific content has been expressly confirmed in writing by Neoception.
10.3. Contrary to section 10.1 above, the following warranty provisions apply to the provision of the application:
10.3.1. Malfunctions shall be notified in writing, by comprehensibly describing the defective mode of operation, as far as possible substantiated by records or other documents illustrating the defects. The defect notification must allow for the reproduction of the defect. The Customer’s statutory obligations to inspect and give notice of defects shall remain unaffected.
10.3.2. Neoception assumes no warranty for the correct display and functionality of the application if the customer uses a web browser that is not supported by Neoception or is not up to date.
10.3.3. A material defect only exists if the application deviates substantially from its documentation or contractually agreed specifications.
10.3.4. In the event of a material defect, Neoception is entitled to remedy the defect by providing a new version or an update as part of Neoception’s versioning, update and upgrade planning the remedy of the defect may also consist in Neoception showing the Customer reasonable possibilities to avoid the effects of the defect.
10.3.5. In the event of legal defects, Neoception shall, at its discretion, either (i) procure the right for the customer to use the service as agreed, or (ii) modify the service so that the claim of infringement is eliminated without unreasonably impairing the customer’s contractual use.
10.3.6. A right to perform self-help remedies, in particular according to Section 536a paragraph 2 BGB, does not exist.
10.3.7. The warranty is excluded if disruptions are due to:
a. improper use of the application by the customer or its authorized users, especially if the service is not used in accordance with existing documentation;
b. the customer not fulfilling cooperation obligations or not doing so in a timely manner.
10.3.8. If Neoception provides services for troubleshooting or defect elimination without being obligated to do so, it may demand appropriate compensation based on the effort involved. This particularly applies when a reported defect cannot be reproduced, when warranty is excluded under 10.3.7, or when it is later found that no defect existed.
10.4. Customer warranty claims expire after one year. The limitation period begins upon delivery of the defective item. In contrast, the statutory limitation period shall apply if the defect was caused intentionally or by gross negligence, if an injury to life, limb or health has occurred be-cause of a defect caused by slight negligence or if a guarantee has been assumed for the quality of the contractual performance.
10.5. Any liability for damages and reimbursement of wasted expenditures shall be governed exclusively by Section 11.

11.    Liability

11.1. Customer Liability
The customer is liable for intent and negligence. The customer is responsible for the conduct of its employees, agents, executives, users, and representatives as if it were their own conduct.
11.2. Liability of Neoception
11.2.1. Neoception shall be liable without limitation for in-tent and gross negligence. In all other respects, the limitations stipulated in Sections 11.2.2 to 11.2.7 shall apply.
11.2.2. Neoception shall be liable for the negligent breach of obligations the fulfilment of which is essential for the proper performance of the Contract, the breach of which endangers the achievement of the purpose of the Contract and the observance of which the Customer may regularly rely on. In the latter case, however, Neoception shall only be liable for the foreseeable damage typical for the Contract. Neoception shall not be liable for the negligent breach of obligations other than those mentioned in the preceding sentences.
Liability for damages and reimbursement of wasted expenditures shall be limited per incident to the contract value of one contractual year or EUR 25,000.00, whichever is higher. If the contract term is less than one year, liability is limited to the remuneration paid by the customer, unless that exceeds the explicitly stated liability limit. In case of multiple incidents in one year, liability is limited to double the contract value of one contractual year or EUR 50,000.00, whichever is higher.

Neoception does not compensate for lost profits. In case of data loss, Neoception only compensates recovery costs up to the amount that would have incurred with proper and regular data backups.

11.2.3. Strict liability for defects existing at the time of contract conclusion under Section 536a (1) Alt. 1 BGB is excluded.
11.2.4. To the extent that liability is excluded or limited under this section, this also applies to personal liability of Neoception’s employees, agents, executives, and subcontractors.
11.2.5. The liability exclusions in Section 11.2 do not apply in cases of injury to life, body, or health, or if Neoception has assumed a guarantee. Liability under the Product Liability Act remains unaffected.
11.3. Force Majeure
Neither party is liable for failure or delay in performance due to force majeure. “Force majeure” includes circumstances beyond the reasonable control of a party, especially war, terrorism, natural disasters, pandemics (including COVID-19 and mutations), accidents, labor disputes, acts of third parties, or official, governmental, or court orders unless caused by the liable party.
11.4. Limitation Period
In cases of liability for intent, gross negligence, personal injury, or under the Product Liability Act, statutory limitation periods apply. Otherwise, the limitation period for all damage claims or reimbursement of expenses is one year. The period begins when the entitled party becomes aware of or should have become aware of the breach. It starts no later than five (5) years from the claim’s origin.

12.        Confidentiality and Data Protection

12.1. Protection of Confidential Information
12.1.1. The receiving party may use Confidential Information of the Disclosing Party only for the performance of contractual obligations or – to the extent necessary for this purpose – for the utilization of contractual Services.
“Confidential information” includes information disclosed by one party (“disclosing party“) to the other (“receiving party“), whether directly or indirectly, orally, in writing, or by inspection, before or after contract signing, whether or not it is subject to intellectual property. This includes (i) prices, terms, marketing strategies, financial data or forecasts, sales estimates, business plans, (ii) product/service plans, (iii) inventions, designs, processes, formulas, technologies, (iv) unfinished products, source code, and (v) all other information labeled or evidently confidential.

Confidential information does not include information that the receiving party can prove: (i) was already public before disclosure; (ii) became public without fault of the receiving party; (iii) was already in its possession; (iv) was lawfully obtained from a third party; or (v) was independently developed without using the confidential information.

12.1.2. If disclosure is legally required (e.g., by court order), the receiving party may only disclose the necessary information and shall promptly notify the disclosing party as soon as and to the extend permitted by law. Both parties will support efforts to avoid disclosure where legally possible.

The Receiving Party shall keep all Confidential Information strictly confidential during the term of this Contract and for a period of five (5) years after its termination, and shall take all necessary and reasonable measures, exercising the same degree of care as it would with respect to its own information of similar importance, but at least a reasonable degree of care. It is not per-mitted to modify, analyze (reverse engineer), adapt or redesign the information received and, in the case of software, to translate, decompile or disassemble it, unless there is no legal exception under the German Copyright Law (UrhG).

The Receiving Party shall not disclose any Confidential Information received from it to third parties (unless otherwise provided for in this Contract). Third parties shall not include companies affiliated with the Parties pursuant to §§ 15 et seq. German Stock Corporation Act (“AktG”). Each Party shall be responsible for any breach of this Contract by its managing directors, officers, employees, agents, representatives or affiliates (“Representatives”), regardless of whether the respective Representatives were authorized to receive such information under this Contract.
12.2. Data Protection
Furthermore, the Parties undertake to comply with the applicable provisions of data protection law. If the Services provided under the Contract by Neoception fall within the scope of the General Data Protection Regulation, the Parties shall conclude a separate data processing agreement (“DPA”), which Neoception shall provide to the Customer.
12.3. Naming as Cooperation Partner
The Parties may name the other Party in the press, product brochures, financial re-ports, in their respective websites and in information materials and indicate that a contractual relationship exists or existed between the Parties. Both Parties may re-voke this authority at any time in writing vis-à-vis the other Party.

13.        Contract Term and Termination

13.1. The contract duration is defined in the contract form.
13.2. Notice periods are defined in the contract form. The extraordinary termination for good cause remains unaffected. Termination may be declared in writing or via email. Emails to Neoception must also be sent to: sales@neoception.com. In all cases of termination of the Contract – for whatever legal reason – the Customer is obliged to immediately stop using and accessing the Application.

13.3. Upon contract termination for any reason, the customer must immediately stop using and accessing the application.
13.4. After the end of the Contract, Neoception shall delete the data of the Customer remaining in the Application, unless their retention is required due to statutory provisions or for evidentiary purposes.
13.5. In the event that the Contract between the Parties is terminated – for whatever legal reason – those provisions shall continue to apply which, according to their meaning and purpose, would justify their continued Application even after termination of the mutual obligations to perform. This includes in particular the following regulatory areas of these GTC:
a. Provisions on confidentiality and data protection;
b. Provisions on liability;
c. Provision on remuneration and invoicing until full settlement of outstanding remuneration;
d. Final provisions.

14.        Final Provisions

14.1. Changes to GTC: Changes to these GTCs will be offered to the customer at least two (2) months in advance in text form. Consent is deemed granted if the customer does not object in writing before the effective date. A change in the remuneration or other eco-nomic agreements from the Contract Form cannot be obtained via an amendment to these GTC.
14.2. Written Form: With the exception of individual agreements, all declarations of intent relevant to the Contract and declarations for the exercise of rights to establish, alter or terminate a legal relationship as well as demands for payment and setting of deadlines must be in writing, unless otherwise provided in these GTC.  The written form also applies to the amendment and cancellation of this written form clause. The voluntary written form shall apply, whereby simple e-mails and other forms of simple electronic written form shall not suffice.
14.3. Assignment: Without the consent of Neoception, the Customer may neither assign nor transfer the Contract nor individual contractual rights or obligations to third-parties. Sentence 1 does not apply to monetary claims. Neoception may assign the Contract to a company affiliated with Neoception pursuant to Section 15 et seq. German Stock Corporation Act (“AktG”) or within the scope of a company sale in which the material economic assets are to be transferred to a purchaser.
14.4. Severability Clausel: Should one or more provisions of the Contract be or become ineffective for any reason whatsoever or should there be gaps in the provisions of this Contract, this shall not affect the validity of the remaining provisions of the Contract.
14.5. Governing Law and Jurisdiction: The Contract shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The conflict of law provisions shall not apply. The courts at Neoception’ principal place of business shall have exclusive jurisdiction.
14.6. Language: The German language version of this GTC is authoritative. The English language version is a translation for information purposes only.

Last Updated: May 12, 2025