Introduction
These General Terms and Conditions govern the relationship between the company filehub GmbH - hereinafter referred to as "Provider" - and the account creator (hereinafter referred to as "Customer") of the online offering on filehub.one (hereinafter also referred to as "filehub" or "Platform"). The offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law. A contract with consumers within the meaning of § 13 BGB is not concluded. If filehub has been misled into believing that the contracting party is a consumer, filehub reserves the right to terminate the contract without notice for good cause. Deviating, conflicting or supplementary terms and conditions of the customer, even if known, shall not become part of the contract, unless their validity is expressly agreed to. These terms and conditions also apply if filehub performs the service unconditionally despite knowledge of conflicting or deviating or additional terms and conditions of the customer.
Subject of the Contract
Filehub provides PaaS services (Platform-as-a-Service) to its customers via the internet. The platform works with, or uses application programming interfaces (APIs) and other services operated or provided by third parties. You may use third-party applications, software, interfaces, products, services or websites, as well as third-party connectors that interact with the platform (collectively, "Third-Party Services").
Conclusion of Contract
After registering on filehub.one, the customer receives a personal account consisting of a username and password, which the customer creates himself during registration. These access data may not be passed on. The customer is responsible for their secure storage. The customer can, for his part, register users for filehub, who can use filehub according to the rights granted to them by the customer. These General Terms and Conditions govern the relationship between the provider and the customer. In relation to employees of the customer or other persons designated by him (collectively referred to as "Users"), filehub acts only as the customer's vicarious agent. By registering on filehub.one and the associated service, the customer and user agree to the validity of the General Terms and Conditions. When registering online, the customer must provide truthful and complete information. Changes to the information must be made by the customer immediately in the customer area. He has no claim that invoices that were not correctly issued due to a failure to update the data will be corrected. In the case of obviously fictitious information, the provider reserves the right to delete the account. The contract for the use of the services offered by filehub is concluded when a representative authorized by filehub accepts the order placed by the customer. The acceptance is confirmed in writing or implicitly by the first act of performance. filehub is entitled to refuse to conclude the contract without giving reasons. Insofar as filehub uses third parties to fulfill the agreed service, these do not become contractual partners of the customer.
Obligations of the Contracting Parties
Subject to the terms of this agreement and unless otherwise permitted in the documentation, during the subscription term you may access and use the services via filehub exclusively for your internal purposes in accordance with the restrictions indicated on the platform and not for the benefit of third parties. Your third-party providers or contractors may access and use the services solely for the purpose of providing their services to you. By using the platform, you undertake to be responsible for compliance with this agreement, to comply with all applicable laws in connection with your use under this agreement, in particular data protection laws, to make all commercially reasonable efforts to prevent unauthorized access to or use of the services and to notify filehub immediately in the event of such unauthorized access or use. You also confirm that you bear sole responsibility for the accuracy, quality and legality of all customer data and customer materials and are solely liable for uploading customer data and creating appropriate backup copies of such customer data and for obtaining all legally required consents and/or disclosing required data protection notices to all parties whose personal data you enter into the service or otherwise provide to filehub. You are solely responsible for acquiring all necessary rights to use Third-Party Services, maintaining access to Third-Party Services, and complying with all applicable terms and privacy policies of Third-Party Services. filehub does not guarantee or support Third-Party Services, regardless of whether filehub recommends or prefers certain Third-Party Services. Since access to Third-Party Services is subject to the control of the respective owners of these services, filehub does not guarantee that the platform is or will remain interoperable or compatible with Third-Party Services. filehub is not responsible for performance problems with Third-Party Services, including, but not limited to, unavailability or failures of Third-Party Services or changes and developments in Third-Party Services that may interrupt your use of the platform with these services. Between you and filehub, you are solely responsible for any data loss or other losses arising from the use of Third-Party Services. If Third-Party Services are no longer compatible with the platform or are offered to filehub under terms unacceptable to filehub, filehub may discontinue support for such Third-Party Services within the platform without you being entitled to a refund, credit or other compensation. The customer has no right to restore data that he has deleted himself. When and whether the provider restores data is at the discretion of the provider. The customer is obliged to back up his data himself, if necessary, by regular exports. In the event of data loss, the provider is only liable for the effort required to restore the data with proper data backup by the customer. In the event of simple negligence on the part of the provider, this liability only arises if the provider, with the action leading to data loss, has simultaneously violated an essential contractual obligation.
Data Protection and Security
You authorize filehub, on your behalf and based on your configuration of the platform during the subscription term, to access and process and/or transfer customer data between the platform and Third-Party Services. The provider complies with the provisions of the EU General Data Protection Regulation as well as other data protection provisions applicable in the contract territory of Germany. In order to meet these requirements. The use of the services by your users is subject to the filehub Privacy Policy, which is incorporated by reference into this agreement. The use of filehub's services by your users is also subject to the Order Processing Agreement in accordance with Art. 28 DSGVO (hereinafter "DPA"), which is incorporated by reference into this agreement. The provider undertakes to maintain strictest confidentiality regarding all confidential processes, in particular business or trade secrets of the customer, of which he becomes aware in the course of the preparation, execution and fulfillment of the contract, and not to disclose them or use them in any other way. This does not apply insofar as this information either becomes obvious or the customer's interest in confidentiality has demonstrably ceased to exist. When employing third parties, the provider undertakes to oblige them in text form to maintain confidentiality, after instructing them about the criminal consequences of a breach of duty, insofar as they could gain knowledge of third-party secrets within the meaning of this agreement in the course of their activities. With regard to its workforce, the provider fulfills the legal requirements. The provider undertakes to take appropriate precautions against data loss and to prevent unauthorized access by third parties to the customer's data. To secure all customer data arising from the use, the provider creates a backup several times a day. This backup is multi-redundant and provides protection against system failures.
Transfer of Rights by the Customer
Insofar as data, documents or other content are stored on filehub.one, the customer transfers to filehub all rights necessary for the execution of the contract.
Fees and Billing
Subscription fees are non-cancellable and non-refundable after ordering services. Subscription fees and taxes are due in advance at the time of purchase. Payment is made via one of the offered payment methods. Payments can be made by direct debit or credit card or PayPal. The customer authorizes the provider, when paying by direct debit, to collect the payments to be made by him from an account to be designated by the customer. The costs of a chargeback for which the customer is responsible plus a further processing fee of EUR 10.00 shall be borne by the customer. The customer is entitled to prove that no or lower costs were incurred. Invoices will be made available to the customer in his user account; the customer agrees to receive electronic invoices. The right to receive a paper invoice in accordance with § 14 paragraph 1 sentence 5 UStG is excluded. Customers for whom VAT is charged under the reverse charge procedure must enter their VAT ID in their customer profile, otherwise we are entitled to charge German VAT to the customer. The customer has no right to subsequent correction of corresponding invoices.
Prices and Term
The fee for using filehub depends on the selected service package booked by the customer. The current service packages with prices depending on the respective scope of services can be found at any time under filehub. The prices mentioned there are plus statutory value added tax. We may, at our sole discretion, periodically offer you additional or improved services and features, either free of charge or for an additional fee, whereby the services are initially offered at a reduced price (the "Promotional Services"), for a specific period of time that will be communicated to you (the "Promotional Period"). The provision of the Promotional Services and the commencement of the Promotional Period are subject to your express acceptance. Unless otherwise provided in the separate terms and conditions of the Promotional Services, your subscription will be updated at the end of the Promotional Period so that you continue to receive the improved services and features at the standard price for those services. You are entitled to revert to the services that were available to you before the Promotional Period by explicitly rejecting the upgrade. Service packages with more services, which are booked in the form of upgrades, are possible at any time and are available to the customer directly after activation of the new service package. The price difference will be proportionally charged for the remaining term and debited separately. Switching to smaller service packages is possible at any time. There will be no credit for the remaining term. In the following billing period, the price of the newly selected package will be charged.
Term & Termination
The contract is concluded for the fixed contract term chosen by the customer when placing his order. It can only be terminated for good cause before the expiry of the fixed term. Otherwise, termination is possible up to the end of the last day of the agreed contract term, unless otherwise individually defined. If no termination takes place, the fixed term is extended by the period agreed upon at the conclusion of the contract. filehub is entitled to terminate the contract without notice if the conditions of § 543 para. 2 no. 3 BGB are met. A termination in accordance with § 543 para. 2 sentence 1 no. 1 BGB due to non-granting of the contractual use of filehub.one is only permissible if the provider has been given a reasonable opportunity to remedy the defect and this has failed. The right of both parties to terminate the contract without notice for good cause remains unaffected. A good cause exists for the provider in particular if: insolvency proceedings are opened over the customer's assets or the opening of insolvency proceedings has been rejected for lack of assets, the customer is in default with payment obligations arising from this contractual relationship to the extent of at least two monthly fees and has been unsuccessfully reminded with a grace period and a threat of contract termination, the customer culpably violates legal provisions when using the service subject to the contract or infringes copyrights, industrial property rights or name rights of third parties, or the customer carries out or supports criminal, illegal or ethically questionable actions when using the distributed service.
Consequences of Termination of the Contract
No later than 30 days after the last billing, the account including all data will be deleted. Termination can be made by the customer or the user by ending the subscription in the customer area.
Warranty / Availability
As a paying customer of the platform, we guarantee that the services will function substantially as described in the documentation during the applicable subscription term, provided they are used in accordance with the terms of this agreement. filehub's sole liability (and your exclusive remedy) for breaches of the foregoing warranty will be to remedy the non-conformity or provide you with a functionally equivalent replacement. If we are unable to reasonably make such a correction or replacement, which the provider will decide at its sole discretion and in good faith, we will refund to you all prepaid fees for the remainder of the subscription term for the non-conforming service and terminate your access to and use of the affected service for which you received the refund. Except as expressly provided herein, the services are provided "as is" and without any express, implied, statutory or other warranty. Due to technical reasons beyond the provider's control, platform outages may occur. In this case, the provider guarantees to do everything in its power to restore availability as quickly as possible.
Liability
Liability for intent and gross negligence is unlimited. In the event of simply negligent breach of essential contractual obligations, liability is limited to foreseeable and contract-typical damages. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the injured party may regularly rely. The limitation period for claims under this paragraph is one year. This does not apply to claims arising from injury to body, health or life, in the case of fraudulent conduct, in the case of assumption of a guarantee, in the case of liability for initial impossibility or impossibility for which the provider is responsible, and for claims under the Product Liability Act. Otherwise, liability - for whatever legal reason - is excluded.
Amendments to these Terms and Conditions
filehub is entitled to amend these general terms and conditions at any time with a notice period of at least 6 weeks. The customer has a right of objection. For this purpose, filehub must inform the customer in text form at the email address stored in his customer account about the intention to change, the changed regulations and the existence and exercise of his right of objection. Corresponding information and the possibility to object/consent can also be provided when the customer logs in to his customer area. If the customer exercises his right of objection before the expiry of the notice period, the previous terms and conditions shall continue to apply unchanged, otherwise the new terms and conditions shall apply upon expiry of the notice period. filehub is entitled to terminate the contract concluded with the customer in the event of his objection with the agreed notice period.
Confidentiality
Each party retains all proprietary rights in its confidential information. Except as expressly authorized herein, each party will treat the other party's confidential information as confidential and will not disclose it. This does not apply to its representatives who need to know such information to fulfill this agreement and who agree in writing to treat the information confidentially, under terms no less restrictive than those contained in this agreement. This does not apply if permitted in writing by the other party. This also does not apply to the extent required by applicable law or regulations, after the disclosing party has been given the opportunity (if legally permissible) to seek legal protection or otherwise prevent or restrict the disclosure of the confidential information, or to the extent that such confidential information becomes public without fault of the receiving party. The parties shall ensure that their representatives comply with this agreement and shall be responsible for any unauthorized use or disclosure of confidential information by such representatives.
Final Provisions
This contract contains all agreements of the parties regarding the subject matter of the contract. Any deviating collateral agreements and prior agreements regarding the subject matter of the contract are hereby rendered ineffective. Amendments and additions to this contract require written form, unless a stricter form is prescribed by law. This also applies to any waiver of the formal requirement. General terms and conditions of the customer do not apply to this contract. This also applies if their inclusion in later documents related to this contract has been referred to without objection. Should a provision of this contract be or become wholly or partly void, ineffective or unenforceable, or should a necessary provision not be included, the validity and enforceability of all other provisions of this contract shall not be affected. The contract is subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. International private law does not apply, insofar as it is waivable. The sole place of jurisdiction for all disputes in connection with this agreement is the seat of the provider. We are also entitled to sue the customer at one of his statutory places of jurisdiction. Should individual provisions of the terms and conditions prove to be invalid, the validity of the remaining provisions shall not be affected thereby.
Saarbruecken, 2 January 2025