General terms and conditions for the Rekana Rechnung software

§ 1 Provider, scope, and contract components

1. These general terms and conditions apply to contracts regarding the use of the Rekana Rechnung software (hereinafter the “software”) with customers who do not have a contract with GKM Buchhaltung for bookkeeping or payroll. The contracting parties are:

   • GKM Global GmbH, Gerhofstraße 1–3, c/o WeWork, 20354 Hamburg, registered in the commercial register of Amtsgericht Hamburg under HRB 174696, represented by Managing Director Gagik Kreuz, acting through its GKM Buchhaltung division (hereinafter “GKM Buchhaltung”),
   • and its customers (hereinafter the “customer”).

2. The software is a program within the GKM Buchhaltung client portal. GKM Buchhaltung makes it available via the internet for use in a web browser. The software is not handed over to the customer or installed on the customer’s systems.

3. The customer’s general terms and conditions do not apply, even if GKM Buchhaltung does not expressly object to them or performs services while aware of them.

4. The following constitute parts of this contract:

   • the order with the order summary,
   • these general terms and conditions,
   • the functional description as Annex 1,
   • the data processing agreement as Annex 2.

   Individual agreements in text form take precedence (§ 305b BGB). In the event of any conflicts, these terms and conditions take precedence over Annex 1. With regard to data protection, Annex 2 takes precedence.

5. Clients who have a contract with GKM Buchhaltung for bookkeeping or payroll use the software under a separate usage agreement. These terms and conditions do not apply to them. Bookkeeping, payroll, business consulting, and startup advice are governed by separate contracts and the general terms of engagement of GKM Buchhaltung. If the customer enters into a contract for bookkeeping or payroll, § 19(6) applies.

§ 2 Businesses only

1. GKM Buchhaltung enters into contracts only with businesses within the meaning of § 14 BGB that have their registered office, branch office, or place of residence in Germany.

   • Businesses are natural or legal persons and partnerships with legal capacity that, at the time the contract is concluded, are acting in the course of their commercial or self-employed professional activities.
   • This also includes small businesses, freelancers, and individuals who enter into the contract in the course of commencing such an activity.
   • No contract is formed with consumers as defined in § 13 BGB.

2. When placing an order, the customer must provide:

   • company name or name,
   • address of the registered office, branch office, or place of residence,
   • tax number or VAT identification number or, for a newly founded business without an assigned number, the business registration or the notification to the tax office.

   The customer expressly confirms that they are acting as a business. Anyone placing an order on behalf of a company warrants that they are authorized to represent it.

3. GKM Buchhaltung may require proof of business status and may reject orders without providing a reason. If a customer falsely claims to be a business, GKM Buchhaltung may terminate the contract immediately.

§ 3 Conclusion of contract for online orders

1. The presentation of the software on the website does not constitute a binding offer.

2. The ordering process consists of the following steps:

   • Select a package.
   • Enter the information specified in § 2(2) and your sign-in details.
   • Select the payment method and, if paying by direct debit, issue the SEPA direct debit mandate in accordance with § 17(2).
   • Review these terms and conditions and Annexes 1 and 2, and click to agree that they apply.
   • On the summary page, review all details, the price after the trial period, the date of the first billing, and the minimum payment as specified in § 4(2).

   The customer identifies and corrects any input errors on the summary page before submitting, either via the links to make changes or by using the browser’s “Back” function.

3. By clicking the “Order” button, the customer submits a binding offer. The button states that a fee will be charged after the trial period.

4. GKM Buchhaltung confirms receipt of the order by email without undue delay. The confirmation of receipt does not constitute acceptance.

5. The contract is concluded upon activation of access. GKM Buchhaltung confirms the activation via email (hereinafter “Acceptance”). If GKM Buchhaltung does not activate access within three business days of receiving the order, the customer is no longer bound by the order.

6. GKM Buchhaltung stores the text of the contract and the time and version of the consent given under paragraph 2. With the Acceptance, the customer receives an order confirmation as a PDF containing the order details, the version of these terms and conditions and, for direct debit, the mandate text. The customer can access and save these terms and conditions and the annexes in the agreed version at any time at the address stated there, and the order confirmation at any time in the client portal.

7. The contract is concluded in German. Translations into other languages are provided for the purpose of understanding only.

8. GKM Buchhaltung has not adopted any code of conduct.

§ 4 Free trial

1. The first three months from the activation of access are free of charge (hereinafter the “trial period”). The trial period begins on the day of activation. It ends at midnight at the end of the day preceding the day in the third month after the month of activation that has the same date as the day of activation. If that month has no such day, the trial period ends at midnight at the end of the last day of that month. The trial period is available once per business and tool, which for Rekana Rechnung means once per business. If a business orders Rekana Rechnung again, the trial period does not apply. The order summary indicates this.

2. The trial period is part of the contract. If the customer does not terminate the contract by the end of the trial period, it continues subject to charges starting the following day, at the fee under § 16(1). After that, the customer may terminate the contract under § 19(2) at any time effective at the end of the current billing month, that is, at the earliest effective at the end of the first billing month. The fee for the first billing month is due. This is indicated in the order summary, the order button, the Acceptance, and the reminder under paragraph 4.

3. The customer may terminate the contract at any time during the trial period without notice and without giving a reason, in the client portal or in text form by email. Termination takes effect immediately: the contract ends on the day GKM Buchhaltung receives the notice. Termination during the trial period is free of charge. No direct debit is collected in this case.

4. No later than seven days before the end of the trial period, GKM Buchhaltung will send the customer an email reminder regarding:

   • the end of the trial period,
   • the fee,
   • the date of the first billing,
   • the minimum payment under paragraph 2,
   • how to terminate the contract.

   If no reminder is sent, the customer may terminate the contract within 14 days of receiving the first invoice, effective at the end of the trial period. GKM Buchhaltung will then refund any fees paid.

5. During the trial period, all features of the selected package are available. During the trial period, GKM Buchhaltung will send on behalf of the customer no more than the number of documents per day specified in Annex 1 for the trial period.

6. Invoices issued by the customer during the trial period are real invoices with all tax consequences and retention obligations. If the contract ends during the trial period, § 21 applies.

§ 5 Services provided by GKM Buchhaltung

1. GKM Buchhaltung makes the software available in the client portal for the duration of the contract. The customer uses it with a current browser. The software runs on servers belonging to a German provider in a data center located in the European Union.

2. In accordance with Annex 1, the software includes, in particular:

   • Documents: quote, order confirmation, delivery note, invoice, partial invoice, corrective invoice, and credit note with sequential number ranges, customer and item master data, text blocks, and custom design.
   • Dunning: payment reminder, dunning letter, and final notice, which the customer triggers themselves.
   • E-invoices: invoice types in the ZUGFeRD format in accordance with the European standard EN 16931. The XRechnung is available for download and for sending. Before assigning a number, the software performs a technical check in accordance with paragraph 4.
   • Incoming e-invoices: the software displays uploaded e-invoices in readable form.
   • Open items: with partial payments and recurring invoices.
   • Bank statements: import bank statements as files in CAMT, MT940, CSV, or Excel format. The software shows an account balance only if an imported statement contains one, together with the date of that statement.
   • Matching receipts: upload, scan with a phone, and match to bank transactions, with suggested categories.
   • Export and log: export under § 14(3) and a log that chains each action with checksums.

3. The Rekana Rechnung package includes:

   • one user,
   • one bank account in the software, whose bank statements the customer imports as files,
   • receipts and bank statements within the limits specified in Annex 1.

   The customer sets up additional business accounts in the software themselves at no extra charge. To prevent misuse, the software accepts no more than 20 bank accounts in total. Support for multiple users and access for a tax advisor is planned.

4. The e-invoice check covers the structure of the file under the rules of EN 16931 and XRechnung. It does not cover whether the content is correct for VAT purposes. If an e-invoice fails the check, the software will not issue the document and will not assign a number.

5. GKM Buchhaltung is only obligated to provide functions marked as “planned” in Annex 1 once they are made available. There is no entitlement to a specific date of availability.

6. If the customer requests specific functions for their business that are not listed in Annex 1, GKM Buchhaltung provides them under a separate agreement in text form for a separately agreed price. That agreement sets out the scope, price, and date of availability. Without such an agreement, there is no entitlement to a specific function.

7. The following are not provided:

   • bookkeeping and coding,
   • advance VAT returns and tax returns,
   • tax or legal advice,
   • collection of the customer’s receivables,
   • dunning letters in the customer’s name,
   • initiating payments,
   • retrieving account transactions directly from the customer’s bank,
   • transmission via Peppol or other networks.

8. The software is not intended to function as a cash register. The “cash” payment method merely indicates on the invoice that payment was made in cash. The customer records cash receipts in their own point-of-sale system. The customer is responsible for complying with the requirements under § 146a of the German Fiscal Code (AO).

§ 6 Availability, maintenance, and data backup

1. GKM Buchhaltung maintains the software with a monthly average availability of 98 percent. This does not include:

   • scheduled maintenance, which takes place whenever possible outside the hours of Monday through Friday between 8 a.m. and 6 p.m.,
   • urgent security updates,
   • disruptions beyond GKM Buchhaltung’s control, in particular those related to the internet and the recipients’ mail servers.

2. GKM Buchhaltung will announce maintenance that is expected to restrict use for more than one hour at least two business days in advance in the client portal or by email.

3. GKM Buchhaltung backs up the data regularly, at least once a week, in encrypted form at a second location within the European Union and retains each backup for a maximum of 30 days.

4. GKM Buchhaltung’s data backup does not replace the customer’s own retention under § 15. It is the customer’s responsibility to export their data regularly, at least once a month, and to keep it themselves.

§ 7 Further development and changes to the software

1. GKM Buchhaltung continues to develop the software. It adapts the software to changes in legal requirements regarding invoices, e-invoices, and data retention.

2. GKM Buchhaltung may modify the software to the extent that such modifications are reasonable for the customer. GKM Buchhaltung will not remove essential functions listed in Annex 1 without providing an equivalent replacement.

3. If a change significantly restricts the customer’s use of the software, GKM Buchhaltung shall announce it in text form at least six weeks in advance. The customer may then terminate the contract, up until the change takes effect, with effect from that date. The announcement points this out.

4. GKM Buchhaltung may also make changes at short notice for mandatory legal reasons or to avert security risks. It shall inform the customer without undue delay.

§ 8 Support

1. GKM Buchhaltung answers questions on using the software by email on business days.

2. This support does not include tax or legal advice. The customer must consult their tax advisor regarding tax matters.

3. Setup, import, or design work by GKM Buchhaltung is only performed under a separate agreement in text form and is billed based on time spent. The customer determines tax types, tax rates, and categories. GKM Buchhaltung will configure them solely based on the customer’s specifications.

4. GKM Buchhaltung employees view the customer’s data only to the extent necessary for one of the following purposes:

   • support at the customer’s request,
   • keeping operations secure,
   • fulfilling a legal obligation.

   GKM Buchhaltung records in an unalterable log whenever documents, open items, dunning letters, the journal, and exports are accessed via the admin portal. Displaying these accesses to the customer is planned. Access to the server and database is restricted to administrators who are bound to confidentiality. In the cases listed in Annex 2, GKM Buchhaltung receives automatic notifications containing the customer’s data. Approval by the customer before employees view documents is planned.

§ 9 Access and rights of use

1. For the duration of the contract, the customer is granted the non-exclusive, non-transferable, and non-sublicensable right to use the software for their own business operations.

2. A user account belongs to one natural person. The customer shall not pass on sign-in details or make the software available to any third party.

3. Use of the software requires two-factor authentication to be set up. The customer must protect their password and second factor from access by third parties. The customer is liable for damage resulting from misuse of their access to the extent that they are responsible for it.

4. If the customer suspects misuse, they must notify GKM Buchhaltung without undue delay. GKM Buchhaltung may suspend access until the matter is resolved.

5. The customer may:

   • not access the software by automated means, except via the interfaces provided,
   • not circumvent technical security measures,
   • conduct load or security tests only with the consent of GKM Buchhaltung in text form.

6. All data that the customer enters or uploads remains the customer’s data. GKM Buchhaltung receives only those rights to such data that are necessary to fulfill this contract.

§ 10 General obligations of the customer

1. The customer shall keep their information in the software accurate and up to date, in particular:

   • company name and address,
   • tax number or VAT identification number,
   • bank account information,
   • email address,
   • the required information regarding their legal form.

2. The customer shall not use the software for illegal content and shall not upload any malware. GKM Buchhaltung scans uploaded files for malware and rejects any infected files.

3. The customer shall not send advertising via the software. The subject line and text of document emails shall contain no advertising and no requests for reviews.

4. The customer shall use only logos, stationery, and texts for which they hold the necessary rights.

5. The customer shall indemnify GKM Buchhaltung against any third-party claims arising from unlawful use of the software for which the customer is responsible. This includes reasonable legal defense costs.

§ 11 Content of invoices

1. The customer is the issuer of the invoices. The customer creates, reviews, and issues their own documents and initiates sending them.

2. The customer is solely responsible for the content of their documents, in particular for:

   • description of services, consideration, tax rate, and tax exemptions,
   • the date of service,
   • the information required under §§ 14 and 14a of the German Value-Added Tax Act (UStG),
   • the notice required by § 19 UStG,
   • the mandatory information on business letters according to the customer’s legal form.

   Industry templates, tax types, text blocks, and suggestions provided by the software are intended as aids. They do not replace a case-by-case review.

3. Once issued, documents cannot be changed. Corrections are made by a corrective invoice or a cancellation.

4. The customer must clarify the format and method of transmission with their recipients. If the law requires the recipient’s consent to electronic transmission, the customer must obtain it. This applies in particular to:

   • other invoices in electronic form during the transition period under § 27(38) UStG,
   • invoices for which there is no obligation to issue an e-invoice (§ 14(1) sentence 5 UStG).

5. If the customer selects direct debit in a document, they need their own creditor identifier and their customers’ mandates. They initiate the collection themselves.

6. The customer triggers payment reminders and dunning letters themselves. They are responsible for any fees, interest, and deadlines in them. GKM Buchhaltung does not handle debt collection.

7. If GKM Buchhaltung is to issue invoices in the name and on behalf of the customer (§ 14(2) UStG), a separate agreement is required. This contract does not cover that.

§ 12 Sending e-invoices via GKM Buchhaltung

1. GKM Buchhaltung sends emails on behalf of the customer from the address e-rechnung@gkm-buchhaltung.de. This applies to invoices, partial invoices, corrective invoices, and credit notes for which a valid e-invoice was generated upon issuance.

   • The customer remains the issuer of the invoice. GKM Buchhaltung merely transmits the invoice technically at the customer’s request.
   • GKM Buchhaltung does not send quotes, order confirmations, delivery notes, payment reminders, or dunning letters. § 13 applies to these documents.
   • The software does not allow these document types to be sent via GKM Buchhaltung.

2. The sender name or subject line will list the customer’s company and GKM Buchhaltung as the sender. Responses from recipients are sent to the customer’s email address. Messages sent to e-rechnung@gkm-buchhaltung.de will not be read or forwarded. The email informs recipients of this and directs them to the customer.

3. The email contains a standard text with details about the document and the customer’s required information. It lists GKM Buchhaltung only as the technical sender in a single line of text, without a logo or link. It contains no advertising for GKM Buchhaltung.

4. As soon as the S/MIME certificate for GKM Global GmbH is set up, GKM Buchhaltung will use it to sign the email.

   • The signature indicates that the email comes directly from GKM Buchhaltung’s sending system without any alterations. It does not indicate who drafted the document.
   • It is not a qualified electronic signature under § 14(3) sentence 6 no. 1 UStG.
   • The customer ensures the authenticity of the origin and the integrity of its invoices through its own internal control procedures (§ 14(3) sentences 4 and 5 UStG).

5. A maximum of 100 documents per customer per day are sent via GKM Buchhaltung. The size limit for emails is specified in Annex 1. The customer sends larger documents under § 13.

6. GKM Buchhaltung is responsible for the proper transmission of the email to the network, not for its receipt by the recipient. The log records:

   • the time and recipient’s address,
   • files sent and checksums,
   • the response from the email service provider.

   Notifications regarding undeliverable emails are received in the mailbox e-rechnung@gkm-buchhaltung.de. GKM Buchhaltung does not read them and does not forward them. Displaying them on the document is planned. The customer is responsible for following up and for ensuring receipt.

7. If there are indications of unsolicited advertising, deception, or illegal content, GKM Buchhaltung may immediately block mailings sent via its address. It will inform the customer without undue delay.

8. GKM Buchhaltung uses recipient addresses and document data solely for sending purposes and never for its own purposes.

§ 13 Sending via the customer’s own mailbox and download

1. The customer can download each document as a PDF and, if it is one of the invoice types, also as an e-invoice, and send it themselves. Alternatively, they can send it via their own mailbox.

2. To send documents via their own mailbox, the customer must provide the sign-in details for their outgoing mail server.

   • GKM Buchhaltung stores the password in encrypted form and uses it only for mailings initiated by the customer.
   • Signing in with the mailbox provider without storing the password is planned.
   • The customer certifies that they are authorized to use the mailbox. They may disconnect the integration at any time.

3. When sending emails via the customer’s own mailbox, GKM Buchhaltung does not sign the messages. Notifications regarding undeliverable emails are sent to the customer’s mailbox, not to the software. A copy is created in the “Sent” folder only if the customer selects “Copy to me” or if the customer’s provider saves it automatically.

4. GKM Buchhaltung is not liable for rejections, blocks, or changes to the sign-in procedures of the customer’s provider.

§ 14 Documents, categories, export, and no tax advice

1. The software suggests which receipt corresponds to which bank transaction. It automatically matches unambiguous pairs and marks paid invoices as paid. The customer checks each match and undoes incorrect matches in the software.

2. Categories are suggestions for organizing transactions. The customer selects the category themselves. Categories are neither coding nor an evaluation for tax purposes.

3. The customer can export at any time:

   • their documents as PDFs and e-invoices,
   • the outgoing invoice register,
   • payments, customers, items, and the log,
   • bank transactions as Excel, CSV, or PDF files, including category and receipt name.

   An export feature that includes uploaded document files and a batch of journal entries in DATEV format is planned. Exports are working aids.

4. The software is for the customer’s own use and does not replace tax advice. GKM Buchhaltung does not code or post entries under this contract. It does not provide help in tax matters under §§ 2 and 3 StBerG. The customer clarifies tax questions with their tax advisor.

5. If the customer wishes to receive bookkeeping or payroll services from GKM Buchhaltung, the parties shall enter into a separate contract for this purpose. When that contract begins, this contract ends in accordance with § 19(6). The data remains in the client portal.

§ 15 Proper accounting, retention, and data access

1. The customer remains responsible for the proper maintenance of its accounting records and the retention of its documents. This is based on § 147 AO, § 14b UStG, and the principles governing the proper maintenance and retention of books, records, and documents in electronic form, as well as data access (hereinafter “GoBD”). This includes the customer’s procedural documentation.

2. The customer shall retain invoices and other accounting documents for eight years, and books and records for ten years, in each case calculated from the end of the calendar year in which they were created (§ 147(3) and (4) AO). The retention period does not expire as long as the assessment period for the relevant taxes is still running (§ 147(3) sentence 5 AO). In the case of e-invoices, the customer retains the structured part.

3. GKM Buchhaltung provides, in Annex 1, a description of the software that the customer may use for their procedural documentation. Documents that cannot be changed and a chained log support proper accounting. This does not entail any certification of the software.

4. If the tax authority requests access to data stored with GKM Buchhaltung (§ 147(6) AO), GKM Buchhaltung shall, at the request of the customer or the tax authority, grant read access for the audit or transfer the data in a machine-readable format. This applies during the term of the agreement and during the read-only period under § 21. The customer bears the cost of any work beyond providing read access and the export, based on time spent (§ 147(6) sentence 3 AO).

§ 16 Prices and billing

1. The monthly fee is specified in the price agreement between the parties. For an online order, this is the order summary. Prices for functions under § 5(6) are specified in the respective separate agreement. All prices are exclusive of statutory VAT. The trial period is free of charge.

2. The first billing month begins on the day after the trial period ends. Each subsequent month begins on the same calendar day of the following month. If that day does not exist in the following month, the billing month begins on the last day of that month. For subsequent months, the calendar day of the first billing month remains the determining factor. The fee is payable monthly in advance. GKM Buchhaltung issues the invoice on the first day of the billing month. The due date is governed by § 17(4).

3. In the event of termination, GKM Buchhaltung will refund any fees already paid on a pro-rata basis only in the following cases:

   • termination under § 7(3), § 18(3), or § 27(3),
   • termination by GKM Buchhaltung that is not based on the customer’s conduct,
   • termination by the customer for good cause for which GKM Buchhaltung is responsible.

   § 4(4) remains unaffected.

4. GKM Buchhaltung provides its invoices electronically by email and in the client portal. The customer agrees to receive invoices electronically as e-invoices or, to the extent permitted by law, as PDF files (§ 14(1) sentence 5 UStG, § 27(38) UStG).

§ 17 Payment by SEPA direct debit or invoice, default

1. The customer pays by SEPA core direct debit or by bank transfer against invoice.

2. In the case of direct debit, the customer grants a SEPA direct debit mandate in favor of GKM Global GmbH, creditor identifier DE80ZZZ00002917259, at the time of ordering.

   • The customer confirms the full text of the mandate, including the creditor identifier, and the note that they may request a refund of the debited amount within eight weeks of the debit date.
   • GKM Buchhaltung provides the mandate reference with the Acceptance. The customer receives the full text of the mandate as a PDF with the Acceptance.
   • GKM Buchhaltung will collect the fee no earlier than five calendar days after receipt of the invoice. The invoice serves as pre-notification. The parties thereby shorten the standard 14-calendar-day period.
   • The customer shall ensure sufficient funds are available on the collection date.

3. If a direct debit is returned for a reason attributable to the customer, the customer shall reimburse GKM Buchhaltung for the actual bank fees incurred. GKM Buchhaltung does not charge a flat fee.

4. The fee is due upon receipt of the invoice. If the customer pays by invoice, the fee must be paid in full within ten days of receipt.

5. If the customer defaults on payment, the following applies:

   • default interest of nine percentage points above the base rate (§ 288(2) BGB),
   • a flat fee of 40 euros (§ 288(5) BGB).

   Further claims remain unaffected.

6. The customer may only set off undisputed or finally adjudicated claims. This does not apply to counterclaims arising from this contract, in particular those based on defects or the repayment of overpaid fees. The customer may assert a right of retention only under this contract.

§ 18 Price changes

1. GKM Buchhaltung may adjust the monthly fee once per calendar year for the future, no earlier than twelve months after the start of the first billing month. This is subject to the condition that its costs for providing the software have increased. These include, in particular:

   • servers, data centers, and data backup,
   • licenses and certificates,
   • email delivery,
   • personnel.

   The increase may not exceed the rise in these costs. If these costs decrease, GKM Buchhaltung will reduce the fee by the same proportion.

2. GKM Buchhaltung will announce any price adjustment in text form at least six weeks before it takes effect. The notice will state the reason, the new price, and the effective date, and will inform the customer of their right to terminate the contract.

3. The customer may terminate the contract, up until the adjustment takes effect, with effect from that date. The customer’s right to ordinary termination remains unaffected.

4. If the VAT rate changes, the gross amount will change accordingly as of that date.

§ 19 Term and termination

1. The contract begins upon activation of access and continues for an indefinite period.

2. The customer may terminate the contract at any time effective at the end of the current billing month. Notice of termination must be received no later than the last day of the billing month. During the trial period, the contract ends immediately upon termination under § 4(3).

3. GKM Buchhaltung may terminate the contract with three months’ notice effective at the end of a billing month.

4. The customer gives notice of termination in the client portal or in text form by email, and GKM Buchhaltung gives notice in text form. GKM Buchhaltung will confirm receipt of the notice of termination and the end of the contract in text form without undue delay.

5. The right of both parties to terminate the contract without notice for good cause remains unaffected. Good cause on the part of GKM Buchhaltung exists, in particular, if:

   • the customer is in arrears on two monthly payments,
   • the customer materially violates § 10 despite a warning,
   • the customer has falsely claimed to be a business.

   Good cause for the customer exists, in particular, if the availability required under § 6(1) is not met for three consecutive months.

6. If a contract between the customer and GKM Buchhaltung for bookkeeping or payroll begins, this contract ends by mutual agreement when that contract begins, without the need for notice of termination. The continued use of the software is then governed by the usage agreement for clients under § 1(5). The customer’s data remains in the client portal. § 21(2) does not apply in this case.

§ 20 Suspension

1. GKM Buchhaltung may restrict access to “read-only” mode:

   • if the customer is more than 14 days in default with a fee after a dunning letter and GKM Buchhaltung has announced the restriction in text form with at least seven days’ notice,
   • or immediately, with notification without undue delay, if there are indications of misuse under § 9(4) or § 12(7).

2. Even during the restriction, the customer may sign in, view their data, and export it in accordance with § 14(3). There is no right of retention with respect to the customer’s data.

3. GKM Buchhaltung shall lift the restriction without undue delay as soon as the reason for it no longer applies. The obligation to pay the fee remains in effect.

§ 21 Read access, data export, and deletion after the end of the contract

1. During the term of the contract, the customer may export their data at any time in accordance with § 14(3).

2. Upon termination of the contract, the following occurs:

   • The customer can no longer issue or send new documents.
   • Access remains free of charge in “read-only” mode with export capabilities pursuant to § 14(3) until the end of the tenth calendar year following the end of the contract (hereinafter the “read-only period”).

   This also applies if the contract ends during the trial period.

3. During the read-only period, § 15(4) applies. If the retention period for the customer’s documents under § 147(3) sentence 5 AO runs longer, GKM Buchhaltung will extend the read-only period at the customer’s request in text form.

4. The customer may at any time request in text form that GKM Buchhaltung delete their data before the end of the read-only period. Before deletion, GKM Buchhaltung shall inform the customer in text form that the customer must then ensure retention and data access under § 147(6) AO themselves.

5. Upon expiration of the read-only period or upon request pursuant to paragraph 4, GKM Buchhaltung shall delete the customer’s data. It shall notify the customer by email at least three months before the read-only period expires. The data shall be removed from the backups upon expiration of the backup retention periods, no later than 30 days after deletion.

   • Excluded from this are data that GKM Buchhaltung is required to retain itself, in particular its invoices to the customer and the contract data.
   • A note regarding the deletion remains in the log.
   • Upon request, GKM Buchhaltung will confirm the deletion in text form.

6. Read access does not replace the customer’s obligation to retain data pursuant to § 15. The customer is solely responsible for ensuring that their exported data is backed up in a timely manner.

§ 22 Data protection and data processing

1. GKM Buchhaltung processes personal data that the customer processes in the software on the customer’s behalf in accordance with Article 28 of the GDPR. To this end, the parties enter into the data processing agreement set forth in Annex 2 in electronic form upon placing the order (Article 28(9) of the GDPR). It governs, in particular:

   • the subject matter, nature, and purpose of the processing,
   • the types of data and the data subjects,
   • the technical and organizational measures,
   • subprocessors.

2. The customer grants general authorization for subprocessors. As of the publication of this version, these are:

   • IONOS SE, Montabaur, for operating the server in a data center within the European Union,
   • Microsoft Ireland Operations Limited, Dublin, Ireland, for sending under § 12 and for email communication. Data is stored within the EU Data Boundary. Access from the U.S. is possible on the basis of the EU-U.S. Data Privacy Framework or EU standard contractual clauses.

   GKM Buchhaltung will inform the customer of any intended changes in text form at least four weeks in advance. The customer may object for good cause under data protection law and terminate the contract effective as of the date of the change.

3. The following are not subprocessors:

   • the banks,
   • the certification authority for the S/MIME certificate,
   • the customer’s email provider,
   • the recipients of the documents.

4. GKM Buchhaltung is itself the controller for ordering, contract processing, billing, direct debit collection, security logs, and communication with the customer. Further details can be found in the privacy policy.

5. GKM Buchhaltung does not use the customer’s content or the data of the customer’s own customers for its own purposes. This applies in particular to advertising and analyses (Article 28(10) of the GDPR).

6. The customer is responsible for the lawfulness of the processing and for informing their customers in accordance with Articles 13 and 14 of the GDPR. This includes sending communications via GKM Buchhaltung.

§ 23 Confidentiality

The parties shall treat all non-public information of the other party as confidential, even after the termination of the contract. GKM Buchhaltung shall only engage persons who are bound by confidentiality obligations.

§ 24 Defects

1. GKM Buchhaltung shall provide the software during the term of the contract in a condition that enables its use as specified in Annex 1.

2. The customer shall report defects without undue delay in text form, providing a clear description.

3. GKM Buchhaltung shall remedy defects within a reasonable period of time. A reasonable workaround that bridges the defect until it is remedied is permissible.

4. The customer’s right to reduce the fee in the event of a defect and to reclaim any overpayment remains unaffected.

5. Strict liability for defects existing at the time the contract is concluded (§ 536a(1) BGB) is excluded.

6. The customer may terminate the contract on the grounds of failure to provide the contractual use only after a reasonable period for remedy has expired without success (§ 543(3) BGB).

7. Malfunctions caused by the following are not considered defects in the software:

   • the customer’s devices, browser, or internet connection,
   • the customer’s content,
   • services provided by banks, the recipients’ mail servers, or the customer’s email provider.

§ 25 Liability

1. GKM Buchhaltung bears unlimited liability:

   • for willful misconduct and gross negligence,
   • for damages resulting from injury to life, limb, or health,
   • for guarantees assumed and in cases of fraud,
   • under the Product Liability Act and other mandatory statutory provisions.

2. In cases of simple negligence, GKM Buchhaltung is liable only for the breach of essential contractual obligations.

   • Essential obligations are those whose fulfillment is indispensable for the proper performance of the contract and on whose compliance the customer may regularly rely.
   • These include, in particular: the provision of the software, data backup, the ability to export data, read access under § 21, and proper sending under § 12.
   • Liability is then limited to foreseeable damages typical for this type of contract.

3. For the loss of data covered by the export under § 14(3), GKM Buchhaltung is liable in cases of simple negligence only to the extent of the effort that would be necessary to restore such data if the customer had met its responsibility under § 6(4). Paragraph 1 remains unaffected.

4. GKM Buchhaltung is not liable for damages arising from the content of the customer’s documents, in particular from information, tax rates, or recipient addresses. This also applies to tax disadvantages resulting from information provided by or decisions made by the customer. If GKM Buchhaltung has breached one of its own obligations, this limitation does not apply.

5. Banks, the recipients’ mail servers, and the customer’s email provider are not vicarious agents of GKM Buchhaltung.

6. Paragraphs 1 through 5 also apply in favor of the employees of GKM Buchhaltung.

§ 26 Limitation period

The customer’s claims against GKM Buchhaltung become time-barred one year after the statutory start of the limitation period. This does not apply to the cases specified in § 25(1).

§ 27 Amendments to these terms and conditions

1. GKM Buchhaltung may propose amendments to these terms and conditions for the following reasons:

   • changes in laws or case law,
   • new technical requirements for e-invoices, banks, or email providers,
   • new features,
   • gaps in these terms and conditions.

   Main services and prices may only be changed in accordance with §§ 7 and 18.

2. The offer is made in text form at least six weeks before the planned effective date and compares the changes with the current wording.

3. The change takes effect if the customer agrees to it in the client portal or in text form. If the customer does not agree by the planned effective date, the previous version remains in effect. The customer may then terminate the contract effective on that date. GKM Buchhaltung’s right to ordinary termination under § 19(3) remains unaffected.

§ 28 Communication

1. Declarations under this contract must be in text form (§ 126b BGB). The following are sufficient for this purpose:

   • an email sent to the customer’s address on file in the account,
   • an email to the address of GKM Buchhaltung listed in the legal notice,
   • a message in the client portal.

2. The customer shall keep their email address up to date and check their inbox regularly.

§ 29 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

2. The place of performance is Hamburg.

3. The exclusive venue for all disputes arising from this contract is Hamburg (§ 38 ZPO). This applies if the customer belongs to one of the following groups:

   • merchant,
   • a legal entity under public law,
   • special fund under public law,
   • without a general place of jurisdiction within Germany.

   GKM Buchhaltung may also bring an action at the customer’s place of business.

4. The customer may transfer rights under this contract only with the consent of GKM Buchhaltung in text form.

5. If any provision is invalid, the remainder of the contract remains valid. The invalid provision shall be replaced by the statutory provisions (§ 306(2) BGB).

6. The German version shall prevail.