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 associated services, provided these are explicitly agreed upon and no more specific contractual terms apply. 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 ser-vices provided by Neoception, even if Neoception does not expressly object to them. Gen-eral terms and conditions shall particularly not become part of the agreement even if Neo-ception begins to render services without objecting to the terms referred to by the Custom-er.
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 Ne-oception’s Order Form and the documents referenced therein, including the Service Specifi-cation and these GTC. “Services” refers to all SaaS services and any additional consulting, configuration, implementation and training services relating to the Application, as may be separately agreed. Services or features not explicitly agreed upon are not owed by Neocep-tion.
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 services (Dienstleistungen), unless expressly agreed otherwise.
3.4. Commissioning 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 Custom-er with web-based access to the Application
Support times, average availability of the Application and other service levels are governed by 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 (“Changes”). Neoception shall inform the Customer of such Changes with reasonable notice. Changes may be communicated via email, within the Application or through another communication channel selected by Neoception. If the Change materially impairs the Customer’s ability to use the Application for its contractually agreed or intended purposes, the Customer shall have the right to terminate the Agreement extraordinarily. A material impairment exists if the Application is no longer suitable for the purposes that were clearly the basis of the Agreement and apparent to Neoception. 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 Change. The Agreement will then ter-minate on the date the Change is implemented, but not earlier than the date the notice of termination is received by Neoception. The termination shall not become effective if Neo-ception refrains from implementing the Change.

5.   Place and Time of Performance

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

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, specifica-tions, 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 Neocep-tion, 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 Ap-plication, 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 Con-tract 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 signifi-cantly 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 dis-continue or re-strict 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 6.3.3, Neoception will contact the customer to discuss the situation. Only if it is indeed a case of deviation from nor-mal use or non-standard use and the customer is not willing or able to stop the corre-sponding use, Neoception will take an appropriate measure.
6.3.3. The Customer is not allowed to,
a. a. copy, translate, disassemble, decompile, reverse engineer or otherwise modify any Application, in whole or in part, or create derivative works therefrom; provided that the Docmentation may be copied for internal use to the extent necessary;
b. 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. c. jeopardize or circumvent the operation or security of the Application.
d. d. The Customer is liable for the actions of users to whom Customer has provided ac-cess 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
Neoception may, under the conditions set forth in this section, create anonymized analyses using aggregated or otherwise anonymized data derived from Customer and user usage of the Application (“Analyses”). Data is anonymized such that it cannot be traced back to indi-vidual companies or persons. Analyses are used for [product improvement, resource and support optimization, performance enhancements, security and data integrity review, devel-opment of new products, marketing purposes, and benchmarking]. The analyses and anon-ymization 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 1 of any calendar year by providing a written adjustment declaration to the customer, in a reasonable amount to compensate for cost increases and functional en-hancements.
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 to object. If the custom-er 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 custom-er 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 de-fault. 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 con-cluded.
7.3.2. The customer may only offset claims that are undisputed or legally established and may only exercise a right of retention based on such claims.

8.   Customer’s Obligations to Cooperate

8.1. General obligations to cooperate are listed below. Further cooperation obligations may re-sult 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 contrac-tual obligations. In particular, the customer shall provide Neoception with all information, da-ta, content, and documents required for service provision. In case of a malfunction, the cus-tomer shall assist Neoception, upon prior instruction, by performing activities for trouble-shooting that must be carried out at the agreed place of use and are reasonable for the cus-tomer.
8.3. The customer is responsible for informing themselves about the essential functional fea-tures of the application and its technical requirements (e.g., hardware requirements, operat-ing 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. Neocep-tion assumes no 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 infrastruc-ture. The customer bears all necessary costs associated with the installation and operation.
8.5. The customer bears the risk that the applications and associated services meet their needs and are suitable for their economic purposes. The customer is solely responsible for ensur-ing 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 un-der their account in combination with the user’s password. The customer is liable for the ac-tions of its users.
8.8. The customer shall take reasonable precautions in case the application does not function properly. In this context, the customer is responsible for regularly backing up data and veri-fying results. 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 custom-er 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, defama-tion, unlawful threats, smear campaigns, or false factual claims. Also prohibited are viola-tions 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 compensa-tion 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 fulfillment.

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 must immediately notify Neoception in writing and provide all relevant information. If the customer discontinues use of the application for damage limitation or oth-er reasons, they must inform the third party that this discontinuation does not constitute ac-knowledgment of the alleged infringement.
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 explicitly agreed otherwise in writing, the provision of services (especially development, customization, implementation, consulting, training, and data export) is sub-ject 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. This requires a written complaint from 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 provi-sion of the application:
10.3.1. Disruptions must be reported in writing by providing a reproducible description of the faulty function, preferably supported by records or other documentation illustrating the defects. The defect notification must allow for the reproduction of the error. Statutory inspection and complaint obligations of the customer remain unaffected.
10.3.2. Neoception assumes no warranty for the correct display and functionality of the ap-plication 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 docu-mentation 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. Rectification may also consist of Neoception offering the customer reasonable alternatives to circumvent 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. The customer does not have the right to remedy the defect themselves, especially under Section 536a (2) of the German Civil Code (BGB).
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, especial-ly 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 man-ner.
10.3.8. If Neoception provides services for troubleshooting or defect elimination without be-ing obligated to do so, it may demand appropriate compensation based on the effort in-volved. 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. The statutory limitation period applies if the defect was caused intentionally or with gross negligence, resulted in injury to life, body, or health due to simple negligence, or if a guarantee for the service quality was provided.
10.5. Liability for damages and reimbursement of futile expenses is exclusively governed by Section 11.

11.    Liability

11.1. Customer Liability
The customer is liable for intent and negligence. The customer is responsible for the con-duct of its employees, agents, executives, users, and representatives as if it were their own conduct.
11.2. Liability of Neoception
11.2.1. Neoception is fully liable for intent and gross negligence. Otherwise, the limitations in Sections 11.2.2 to 11.2.7 apply.
11.2.2. Neoception is liable for negligent breach of obligations that are essential for the con-tract’s execution and that the customer regularly relies upon. In such cases, liability is limited to foreseeable, contract-typical damage. Neoception is not liable for negligent breaches of other obligations.
Liability for damages and reimbursement of futile expenses is limited per incident to the con-tract 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, un-less 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 com-pensates 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 subcontrac-tors.
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, la-bor 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 Liabil-ity 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 only use the disclosing party’s confidential information to fulfill contractual obligations or, if necessary, to claim 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) prod-uct/service plans, (iii) inventions, designs, processes, formulas, technologies, (iv) unfinished prod-ucts, source code, and (v) all other information labeled or evidently confidential.

Confidential information does not include data 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 must inform the disclosing party as soon as le-gally allowed. Both parties will support efforts to avoid disclosure where legally possi-ble.
Confidential information must be kept secret during the contract and for five (5) years thereafter. Appropriate measures must be taken with at least reasonable care. It is prohibited to modify, re-verse-engineer, adapt, or translate software unless legally permitted.

Confidential information may not be disclosed to third parties (unless otherwise agreed). Affiliated companies under Sections 15 et seq. AktG are not considered third parties. Each party is responsi-ble for its representatives’ breaches of this agreement.
12.2. Data Protection
The parties undertake to comply with applicable data protection laws. If Neoception’s services fall under the GDPR, a separate data processing agreement will be concluded, provided by Neo-ception.
12.3. Naming as Cooperation Partner
Each party may name the other as a cooperation partner in press releases, brochures, re-ports, websites, and other materials. This right can be revoked at any time in writing.

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. 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.

13.3. Upon contract termination for any reason, the customer must immediately stop using and accessing the application.
13.4. After contract end, Neoception deletes any remaining customer data in the applica-tion unless legal retention or evidentiary requirements apply.
13.5. Provisions that by their nature remain applicable after termination continue to apply. These include:
a. Confidentiality and data protection;
b. Liability;
c. Compensation and invoicing until full payment;
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 before the effective date. Neoception will inform the customer of this consequence. Pricing or financial terms from the contract form cannot be changed via this method.
14.2. Written Form: Unless otherwise provided, all declarations must be in written form. This also applies to changes to this clause. Simple emails or electronic forms are not suffi-cient.
14.3. Assignment: The customer may not assign the contract or parts of it without Neocep-tion’s consent. This does not apply to monetary claims. Neoception may assign the contract to affiliated companies under §§ 15 et seq. AktG or in the case of a business sale.
14.4. Severability Clausel: If any provision is invalid or unenforceable, the remainder of the contract remains unaffected.
14.5. Governing Law and Jurisdiction: German law applies, excluding the UN Sales Con-vention (CISG) and conflict of laws. Exclusive jurisdiction lies with Neoception’s headquar-ters.
14.6. Language: The German version is binding. The English version is for informational purposes only.

Last Updated: May 12, 2025