Terms and Conditions

Version 2.0 · Last updated on 12 January 2024

 

1. Scope

1.1. These General Terms and Conditions of Use and Business (“GTC”) apply to all Software as a Service (“SaaS” or “Software”) provided within the framework of the contractual relationship (“Contract”) between the operator of the software https://propform.io (propform.io), which is maklerform UG (limited liability) (“Company”, “maklerform”, “we”) – with the current address and commercial register details as set out in the legal notice on the website www.propform.io/p/imprint – and the sole trader or company acting as the customer (“Customer”, “you”) with all content, functions, services and rules. The Customer’s general terms and conditions shall only form part of the contract if maklerform expressly approves them in writing.

1.2. Customers may only be business entities within the meaning of Section 14 of the German Civil Code (BGB). These General Terms and Conditions do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).

 

2. Subject matter of the contract

2.1. The subject matter of the contract is the use of the software. maklerform provides web-based software for the creation of web forms. If you use these to generate data from visitors to the web forms you have created, these visitors are referred to as “end users” within the scope of these Terms and Conditions. Details regarding the functions of the software are available on the website www.propform.io. As part of the contract, the Terms and Conditions apply in full to the information provided therein.

2.2. We offer our software in various plans with different scopes of functionality. Furthermore, we offer packages which may only be available to certain customer groups (e.g. new customers), may be time-limited, and combine the software with additional digital content. Specific information regarding the plans can be found at https://propform.io/#pricing or https://propform.io/settings/plans.

 

‍3. Scope of Services

3.1. You are only entitled to the software and services agreed upon at the time of conclusion of the contract in accordance with the websites mentioned in §2.1 and §2.2, or to the information provided during the purchase process on the website.

3.2. We reserve the right to adjust the type and scope of the software offered, as well as any functions, in accordance with §14.

3.3. We always endeavour to ensure the unrestricted usability and availability of our software, but cannot provide an unrestricted guarantee in this regard. We are obliged to ensure an annual average usability and availability of the software of 98% (‘Service Level’).

3.4. The provision of the software shall also be deemed to be in accordance with the contract insofar as the Service Level is reduced by a maximum of 6% on an annual average due to:

3.4.1. repair, update or maintenance work on the website and within the maklerform software, or

3.4.2. circumstances beyond maklerform’s control, in particular any actions by third parties not acting on behalf of maklerform and the availability of technical internet functions over which maklerform has no influence.

 

4. Conclusion of Contract

4.1. A contract is concluded between us and you as soon as you, or your authorised representative, create a user account (“Account”) on the propform.io platform and accept the Terms and Conditions.

4.3. There is no right of withdrawal, and it is not possible to cancel a paid subscription.

 

5. Data Protection

5.1. We undertake to protect customer data at all times through appropriate measures in line with the current state of the art.

5.2. Details regarding the handling of personal data, data protection and data security are described in full in the Privacy Policy. Data is transmitted via a secure and encrypted internet connection.

5.3. The provisions of the Data Processing Agreement (“DPA”), which we make available to you online at https://propform.io/p/data-processing, apply to the processing of personal data that you process through the use of the software (primarily by end users).

5.4. In the event of changes to technical or legal conditions, we reserve the right to amend the practices described in the Terms and Conditions and the Privacy Policy. We will inform you of any changes in good time.

 

6. Your Responsibility

6.1. Accounts created on maklerform are always personal and may not be transferred to others. The information you provide during the registration process must be true, complete and up to date. Upon entering into this agreement, you must provide us with your company details – i.e. the company name and your VAT registration number – in your account settings within the software. You can update and amend these details, as well as any other customer data requested, at any time via your account settings or by contacting us by email.

6.2. You are responsible for the confidentiality and security of your login details for your user account. This means that you must not disclose your login details to anyone. You are responsible for ensuring that third parties cannot gain knowledge of your login details and must take the necessary measures to ensure confidentiality, in particular by using a secure password consisting of numbers, letters and special characters and by changing the password at regular intervals.

6.3. As part of your duty of care, you must ensure that you can be contacted at the email address provided from the time of registration. You must notify us immediately in writing (e.g. by email) of any misuse of the account, any suspicion thereof, or any loss of your login details.

6.4. You must respond promptly to enquiries from maklerform.

6.5. The availability of the software depends on internet access. You are solely responsible for ensuring that the necessary system requirements are met in order to use the software. If you use third-party services (in particular ad blockers, scraping software or other add-ons), you are responsible for ensuring that these do not interfere with the software. We therefore accept no guarantee of compatibility and shall not be liable for any damage arising from the use of such third-party services.

6.6. You warrant that your use of the software complies with all applicable laws and regulations. In particular, you warrant that you will comply with the following restrictions on use imposed by maklerform:

6.6.1. The software must not be used in conjunction with user content that in any way involves any of the following activities: false or misleading business opportunities, fraud or pyramid schemes; health-related claims that have been classified as false or misleading by a regulatory authority; illegal activities; the sale of drugs or medicines; the sale of illegal products or services; pornography or sexually explicit content; content that promotes or depicts human trafficking, child abuse, animal abuse, or that trivialises the abuse of alcohol, drugs or other substances, or promotes gratuitous violence or injuries, beatings, assaults or humiliation; and/or content that is unnecessarily shocking to the senses, grossly offensive, or depicts or promotes accidents, death, hate speech that attacks or demeans a group on the basis of race, ethnic origin, religion, disability, gender, age and the like. Any use of the software in connection with predatory behaviour, including invasion of privacy directed at other persons, in particular children, is not permitted and will not be tolerated;

6.6.2. It is prohibited to access, manipulate or use non-public areas of the Software or the Website, our computer systems or the technical delivery systems of our providers in any manner other than as defined in the contract;

6.6.3. Activities such as vulnerability scanning, load testing, penetration testing or circumventing our security measures in any way are strictly prohibited on our platform without our prior written consent.

6.7. You are responsible for the contractual relationship and data protection regarding all data collected, processed and analysed via the web forms with the respective end users. We accept no responsibility and have no contractual relationship with these end users. You are also obliged to comply with the legal provisions governing the operation of a website, as the web forms you create and their content constitute websites within the meaning of the law and you bear sole responsibility for these web forms.

6.8. You expressly confirm that you hold the necessary rights to any data uploaded or otherwise made available to us via the software, or that you have the express authorisation from the rights holder to use this data in connection with its publication via the software. This includes, but is not limited to, any uploaded or integrated images, audio and video files, fonts, graphic elements, texts, logos and other copyright-protected data.

6.9. To enable us to make the web forms available online on your behalf, you grant us a licence to the rights to any data uploaded or integrated by you for reproduction and use for the duration of the contract. In accordance with Section 6.8, you shall ensure that you hold the necessary rights to grant us the aforementioned licence.

6.10. We provide you with templates for web forms (so-called “Templates”) within the Software. These Templates may contain licensed content and data. The rights to this content and data are limited to their display within the templates and are intended solely as placeholders. Beyond the provision of the templates as placeholders, we do not grant you any rights to use the content and data provided in the templates. This includes, but is not limited to, trademarks, photographs and other media.

6.11. You undertake to support us to a reasonable extent in the provision of the contractual services, e.g. by informing us of any system errors (‘bugs’) that you identify.

 

7. Fees and Payment Processing

7.1. The obligation to pay fees commences when you make a purchase under these Terms and Conditions.

7.2. A customer may upgrade their free account on propform.io to a paid subscription at the Basic or Premium level. The minimum contract term is 1 month. A paid contract is concluded as soon as the customer has accepted the Terms and Conditions and takes out a paid subscription via our payment service provider Paddle.

7.2. The fees for the plan you have selected are listed in detail (prices are always net) and set out at https://propform.io/#pricing and https://propform.io/settings/plans, or at the relevant checkout page for a package. Various payment options (credit card, PayPal) can be selected at checkout. You must ensure that there are sufficient funds in your chosen payment method. Any applicable fees will be collected in advance at the start of the service period for the respective service period.

7.3. maklerform, as the operator of the propform.io software, works with the payment service provider Paddle, 70 Wilson St, Finsbury, London EC2A 2DB, United Kingdom (hereinafter “Paddle”), though not exclusively. In the event that the customer books via Paddle, Paddle acts as the so-called MOR (“Merchant of Record”). In this case, all payments and invoices relating to the customer are managed by Paddle.com. The terms and conditions separately set out by Paddle prior to the conclusion of the contract shall apply (Paddle.com General Terms and Conditions EN, Paddle.com Privacy Policy EN). In the event of any conflict, Paddle’s General Terms and Conditions (GTC) shall take precedence over the GTC set out herein.

7.4 maklerform also offers its software on the onOffice Marketplace. In this case, payment processing is handled by onOffice (onOffice GmbH, Charlottenburger Allee 5, 52068 Aachen, Germany) and the payment service provider mangopay (MANGOPAY S.A., 2 Avenue Amélie, L-1125 Luxembourg). The use of these services requires the opening and management of a payment account with Mangopay. By registering on our platform and using the payment services, you agree to accept and comply with Mangopay’s Terms of Use, which can be viewed at Mangopay Terms of Use. These terms form an integral part of our Terms and Conditions. In order to comply with legal requirements, in particular with regard to the prevention of money laundering and terrorist financing, you undertake to provide Mangopay with all necessary documents and information for identity verification should Mangopay request them. This includes, but is not limited to, valid identity documents and, where applicable, company documents. You undertake to provide valid and correct bank account details. Please note that payment transactions are carried out exclusively between the payment account managed by Mangopay and a bank account held in an EU Member State or an equivalent third country. Please note that Mangopay’s Terms of Use may change. It is your responsibility to keep yourself regularly informed of such changes and to adapt your use of the services accordingly.

7.5. maklerform offers the option to check invoices and the current status of the subscription via the account settings on propform.io (https://propform.io/settings/plans, https://propform.io/settings/subscription, https://propform.io/settings/invoices).

7.6. You confirm that you agree to receive invoices in electronic form via email. In the case of a booking via Paddle: invoices are sent to the customer by the sender Paddle via email. Invoice emails from Paddle contain a link to the relevant invoice, which can be used to view the invoice. You are responsible for ensuring that invoices are properly retained. You can save the invoice locally by printing the invoice page as a PDF (e.g. ‘Print page’ and ‘Save as PDF’). In the case of a booking via the onOffice Marketplace: Upon request, we will issue an invoice to you by email. Otherwise, your monthly booking overview from onOffice serves as proof of payment.

7.7. In addition to the fees for the use of our software, invoices also include the applicable statutory VAT and all other taxes, where applicable. If you are based in another EU country, no VAT will be charged, as you are obliged to pay VAT in your own country under the reverse-charge procedure (provided you have provided a valid VAT number). If you are based outside the EU, other international regulations may apply.

7.8. Fees paid are generally non-refundable.

 

8. Indemnification

8.1. You shall indemnify us against all claims, including any claims for damages, which other customers, end users or other third parties, including public authorities, may assert against us due to the infringement of rights arising from your use of the software. You shall be liable for any costs, including legal defence costs, incurred by us as a result of your infringement of third-party rights. All our further rights and claims for damages remain unaffected. The above obligations shall only apply insofar as you are responsible for the infringement in question.

 

9. Restriction, Monitoring, Suspension and Deletion of Accounts and Content

9.1. We may restrict your access to the Software in whole or in part if you fail to pay fees when due.

9.2. We are not obliged to review content generated or uploaded by you. However, if we are made aware of content on your account that may breach the contract (in particular under Sections 6.6 to 6.8), we may access your account, review the content and take the following measures.

9.3. If there is suspicion of a criminal offence arising from your use of the Software or content published by you, we may forward your customer data to the competent authority, whilst securing any potentially criminal content.

9.4. We may take appropriate measures to prevent damage and ensure the availability of the software. This applies in particular if you breach your contractual obligations, specifically with regard to Sections 6.6, 6.7 and 6.8. Such measures may include the partial or complete, temporary or permanent restriction of access to the software, in particular with regard to the ability to publish web forms and generate data.

 

10. Term and Termination of the Contract

10.1. Unless otherwise specified in the relevant service description, the contract is concluded for an indefinite period. Subscriptions are automatically renewed for a further term unless they are terminated in good time.

10.2. You may generally only change your plan at the end of the contract term. However, you may switch to a plan with higher quotas at any time. The contract term is automatically extended. If you switch to a plan with lower quotas, the scope of functions of your account will be adjusted to that of the smaller plan immediately after the switch.

10.3. You may terminate the contract with one (1) working day’s notice to the end of the term via the account settings within the software or by email (email address available at www.propform.io/p/imprint). In the event of termination of a paid subscription, your account will be downgraded to the functionality of a Free Account immediately upon receipt of or notification of the termination.

10.4. We may terminate the contract with one (1) working day’s notice, at least in writing (e.g. by email) and without giving reasons.

10.5. The right to terminate the contract for cause remains unaffected. A valid reason in this context exists in particular if you:

10.5.1. are in arrears with the payment of at least one full monthly fee for more than 6 days,

10.5.2. are in arrears with a significant portion of the fee despite repeated reminders,

10.5.3. fail to provide us with information required for regulatory purposes within a reasonable period of time despite being requested to do so,

10.5.4. use the software for unfair or harmful business practices (in particular in accordance with Sections 6.6 et seq.),

10.5.5. commit a criminal offence to the detriment of us or our employees (e.g. our support staff),

10.5.6. impair the software, in particular through the use of unauthorised software solutions, malware or through attacks on maklerform’s infrastructure,

10.5.7. otherwise breach material contractual obligations or repeatedly breach non-material contractual obligations, or

10.5.8. jeopardise maklerform’s claims and interests by causing your financial situation to deteriorate significantly or be placed at considerable risk.

10.6. Unless otherwise provided for in §10.5 or there are comparable grounds for extraordinary termination, the termination shall take effect at the end of the contractually agreed term.

10.7. We will irrevocably delete the account after a twelve-month (12) period has elapsed. Data collected from end users and web forms created will be automatically and irrevocably deleted six (6) months after the termination takes effect, unless you have reactivated your account beforehand.

 

11. Liability for defects

11.1. The following applies in relation to the provision of software (Software as a Service) by us within the scope of the Software:

11.1.1. The statutory warranty provisions shall apply in principle, unless the General Terms and Conditions contain deviating agreements.

11.1.2. Liability for restrictions on use and availability resulting from force majeure and lawful internal industrial action is excluded. The Customer’s right of termination under Section 10.2 remains unaffected.

11.1.3. Your right to set-off, reduction (reduction of the fee pursuant to Section 536 of the German Civil Code (BGB)) and retention is excluded, unless you assert the aforementioned rights in respect of claims that have been legally established or are undisputed.

11.1.4. The application of Section 536a(2) of the German Civil Code (BGB) (the tenant’s right to remedy the defect themselves) is excluded.

11.1.5. The application of Section 536a(1) of the German Civil Code (BGB) (landlord’s liability for damages) is also excluded insofar as the provision provides for strict liability.‍

 

12. Limitation of Liability

12.1. We shall be liable, without contractual limitation, only for damage suffered by the customer:

12.1.1. which are based on an intentional or grossly negligent breach of duty on our part or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of maklerform,

12.1.2. arising from injury to life, limb or health resulting from a negligent breach of duty on our part or an intentional or negligent breach of duty by a legal representative or vicarious agent of maklerform, and

12.1.3. within the scope of guarantees granted to the customer or due to fraudulent misrepresentation by maklerform.

12.2. For damages arising from a slightly negligent breach of one of our essential obligations, maklerform’s liability is limited in amount to a maximum of the fees paid by you over the last twelve (12) months. Essential obligations are those whose breach jeopardises the achievement of the purpose of the contract or whose fulfilment is essential for the proper performance of the contract and on whose compliance you regularly rely.

12.3. Any further liability on the part of maklerform is excluded.

12.4. Insofar as our liability is excluded or limited, this also applies to the personal liability of maklerform’s employees, representatives and vicarious agents, as well as to tortious claims.

 

13. No liability for third-party providers

Insofar as you use external services offered via us which have access to the web forms created, their hosting or the data collected via the web forms (in particular, but not exclusively, onOffice), these operate on the basis of their own contractual relationship with you. We therefore accept no warranty or liability for any damage arising from the use of these external services. Nor are we liable for any damage resulting from your incorrect or inadequate disclosure or processing of data. We strongly recommend that you review the terms and conditions and privacy policies of external services before using them.

 

14. Changes to the Software and the Terms and Conditions

14.1. We may, without consulting you, make changes to the software, the Terms and Conditions, including the current offer (https://propform.io/#pricing), and other provisions of the contract, which

14.1.1. rectify obvious errors or omissions,

14.1.2. relate to descriptive provisions, insofar as the underlying circumstances have changed,

14.1.3. serve to clarify or explain, or are otherwise of an editorial nature, or

14.1.4. are not disadvantageous to you from a legal or factual perspective. This includes, in particular, the introduction of further free features within the software.

We will notify you of these changes by email.

14.2. maklerform will offer the customer any amendments to the contract other than those specified in §15.1 or elsewhere in the Terms and Conditions (including the Terms and Conditions and the offer at https://propform.io/#pricing). If you do not object within a period of 6 weeks, the amendments shall be deemed to have been approved. The date on which maklerform receives your objection shall be decisive for determining whether you have met the objection period.

14.2.1. We will inform you by email of the new provisions and the date on which they come into force, and will draw your attention to the objection period and the consequences of the objection period expiring. The objection period begins to run upon your receipt of this email.

 

15. Communication and legal framework

15.1. Unless otherwise specified in the Terms and Conditions, the communication channels we accept for you to contact us are emails. We reserve the right to contact you by other means. You can find our email address at www.propform.io/p/imprint.

15.2. The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

15.3. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract (including the Terms and Conditions) is Lübeck. This also applies to the enforcement of our rights against you.

15.4. Should any individual provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by mutual agreement between the contracting parties with a provision that comes as close as possible, in a legally valid manner, to the economic purpose of the invalid provision.

15.5. The above provision shall apply mutatis mutandis in the event of any omissions in these Terms and Conditions.