General Terms and Conditions

§ 1 Scope and Contracting Parties

(1) These General Terms and Conditions (“Terms”) apply to all contracts between JJO-Labs (hereinafter “Provider”) and entrepreneurs within the meaning of Section 14 German Civil Code (BGB) (hereinafter “Customer”) concerning the provision and use of the Software.

(2) Consumers within the meaning of Section 13 BGB are excluded from these Terms, unless the Provider expressly accepts the Customer other than as an entrepreneur.

(3) Deviating or supplementary terms of the Customer only become part of the contract if the Provider has expressly agreed to them in writing or in text form.

Provider: JJO-Labs
Jan Jonas
Pemöllers Weg 20
22941 Delingsdorf
Germany

Email: hallo@tasktopus-ai.de · Web: jjo-labs.de

The Provider is a sole proprietor and a small business within the meaning of Section 19 German VAT Act (UStG).

§ 2 Subject Matter of the Contract

(1) The subject matter of the contract is the time-limited grant of access to the project management platform “Tasktopus AI” via the internet (Software-as-a-Service, SaaS). The specific scope of services follows from the plan selected by the Customer (e.g. Starter, Pro, Business) and from the service description valid at the time on the website or in the individual offer.

(2) The Provider owes the provision of the Software in the agreed version. A specific uptime or response time is owed only if it has been expressly agreed in the offer or in a separate service level agreement (SLA).

(3) Consulting, setup, training or other services are – unless expressly agreed – not part of the SaaS contract and are invoiced separately based on effort or hourly rate.

§ 3 Conclusion of the Contract

(1) Presentations on the website (price overview, plans, product descriptions) are non-binding invitations for the Customer to submit an offer, unless expressly marked as binding.

(2) An order request or registration submitted via the website, by email or by any other means is initially non-binding. The contract is only concluded when the Provider expressly accepts the Customer’s offer (e.g. by order confirmation in text form, activation of access or invoicing for the first billing period). For a free plan, the contract is concluded upon activation of access.

(3) The Customer is responsible for the accuracy of the data provided when ordering.

§ 4 Registration, Access and Users

(1) Access is provided via individual access credentials (user accounts). The Customer is obliged to keep access credentials confidential and to disclose them only to authorized employees.

(2) “Active users” are persons who can access the Software with their own login during the billing period. Billing is based on the user and plan tiers stated on the website or in the offer.

(3) The Customer shall inform the Provider without undue delay if unauthorized access is suspected.

§ 5 Rights of Use

(1) For the term of the contract, the Provider grants the Customer a simple, non-transferable, non-sublicensable right to use the Software within the agreed scope of services for the Customer’s own business purposes.

(2) The Customer may not decompile, reverse engineer or reproduce the Software, nor make it available to third parties for use, whether for a fee or free of charge, unless the law or an express written consent of the Provider permits this.

(3) All rights to the Software, the documentation and trademarks remain with the Provider or its licensors.

§ 6 Obligations of the Customer

(1) The Customer uses the Software only in compliance with applicable law and these Terms. The Customer ensures that content and data entered into the Platform may lawfully be processed (including any required consents and information obligations towards data subjects).

(2) The Customer is responsible for securing its end devices, networks and the data it enters, unless the Provider has expressly undertaken to provide backup or recovery services.

(3) Abusive use (e.g. overloading the systems, automated scraping without consent, distribution of malicious software) entitles the Provider to block access and to terminate for cause.

§ 7 Prices, Billing and Payment

(1) The prices published on the website at the time the contract is concluded or the prices stated in the individual offer apply. The Provider makes use of the small business exemption under Section 19 UStG. All stated prices are final prices; no VAT is charged or shown.

(2) The scope of services and the price depend on the selected plan and the number of active users in accordance with the price overview valid at the time on the website. In addition to paid plans, a free entry-level plan with a limited range of features may be offered.

(3) Paid plans are – unless otherwise agreed – billed in advance (monthly or annually). For annual prepayment, the Provider may grant a discount in accordance with the price overview valid at the time.

(4) Invoices are due within 14 days of the invoice date without deduction, unless a different period has been agreed. Invoices include the legally required notice that no VAT is charged pursuant to Section 19 UStG. In the event of late payment, the Provider is entitled to temporarily block access after a reminder.

(5) Changes to prices for ongoing contracts will be communicated to the Customer in text form at least six weeks before they take effect. The notice will expressly inform the Customer that the price change is deemed accepted if the Customer does not object in text form (e.g. by email to hallo@tasktopus-ai.de) within four weeks of receipt. In the event of a price increase, the Customer may terminate the contractual relationship with ordinary notice effective as of the date the change takes effect; the notice will also point this out.

§ 8 Term and Termination

(1) The contract is concluded for an indefinite period. The minimum term is one month from conclusion of the contract or activation of access.

(2) Thereafter, either party may terminate the contract with ordinary notice at any time with one month’s notice to the end of a month. Termination must be given in text form (e.g. by email to hallo@tasktopus-ai.de).

(3) Choosing annual prepayment (§ 7(3)) is a payment option and not an extended minimum term: the minimum term and monthly terminability apply regardless of whether payment is made monthly or annually. If a contract with annual payment is terminated early, the Provider refunds fees already paid for the months after the termination date on a pro rata basis within 30 days.

(4) The right to terminate for cause without notice remains unaffected. Good cause exists in particular in the event of material breaches of contract, late payment of more than 30 days after a reminder, or insolvency of a contracting party.

(5) After the end of the contract, the Provider discontinues access. The Customer generally has 30 days to export its data in a format communicated by the Provider; thereafter, data may be deleted unless statutory retention obligations prevent this.

§ 9 Availability, Maintenance and Further Development

(1) The Provider operates the Platform with the care of a prudent SaaS provider. Plannable maintenance work is – where possible – carried out outside normal business hours and announced in advance.

(2) The Provider is entitled to further develop the Software and to adapt features, provided the contractually agreed core purpose is not materially impaired. Security-related updates may also be carried out without prior notice.

§ 10 Warranty

(1) The statutory warranty rights apply, limited to business-to-business transactions under the relevant provisions of the BGB.

(2) The Customer shall report defects without undue delay and in a comprehensible form. The Provider will remedy defects within a reasonable period or offer a workaround suitable for the purpose of the contract.

(3) Disruptions caused by force majeure, failures of public networks, misconfigurations on the Customer’s side or improper use do not give rise to warranty claims.

§ 11 Liability

(1) The Provider is liable without limitation in cases of intent and gross negligence as well as for injury to life, body or health.

(2) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for this type of contract.

(3) In all other respects, liability is excluded to the extent permitted by law. Liability for indirect damage, lost profit or loss of data is excluded unless intent or gross negligence is involved.

(4) To the extent that liability is excluded or limited, this also applies to the Provider’s vicarious agents and legal representatives.

§ 12 Data Protection and Data Processing on Behalf

(1) The Provider processes personal data in the context of Platform use in accordance with the privacy policy.

(2) To the extent that the Provider processes personal data on behalf of the Customer, the parties conclude – where required – a data processing agreement pursuant to Art. 28 GDPR (see DPA).

§ 12a AI-Supported Features

(1) With the AI assistant “Tako”, Tasktopus AI provides AI-supported features that assist the Customer with project planning, prioritization, risk detection and report generation. Tako is an AI system within the meaning of Regulation (EU) 2024/1689 (AI Act).

(2) AI features generate suggestions and drafts. Creating, changing or deleting data in the Platform takes place only after express confirmation by the user. The Customer is solely responsible for reviewing, approving and using all AI-generated content.

(3) AI-generated content does not constitute professional advice – in particular no legal, tax, business or HR advice. It does not replace the Customer’s own responsible review or review by qualified professionals.

(4) The Provider does not warrant the factual accuracy, completeness or fitness of AI-generated output for a particular purpose. The limitations of liability under § 11 apply accordingly.

(5) The AI features use the API of OpenAI, L.L.C. (USA) as a sub-processor. Details on data processing, third-country transfers and the exclusion of model training with customer data are set out in the privacy policy (section 7) and the DPA (section 7).

(6) The Provider may limit the scope of the AI features (quotas, available features) depending on the plan and adapt them in the course of further development pursuant to § 9(2).

§ 13 Confidentiality

Both parties undertake not to disclose to third parties any confidential information of the other party that becomes known to them in connection with the contract, and to use it only for the performance of the contract. This does not apply to information that is publicly known or must be disclosed due to statutory obligations.

§ 14 Force Majeure

Disruptions of performance due to force majeure (e.g. natural disasters, war, pandemic, official orders, failure of critical infrastructure) entitle the parties to temporarily suspend their performance obligations for as long as the disruption continues.

§ 15 Changes to the Terms

(1) The Provider may amend these Terms with effect for the future if there is a valid reason for doing so (e.g. a change in the law, new features, adjustment of the pricing structure). The Customer will be informed in text form at least six weeks before the changes take effect.

(2) The notice will expressly inform the Customer of the following: (a) the content of the planned change, (b) that the amended Terms are deemed accepted if the Customer does not object in text form (e.g. by email to hallo@tasktopus-ai.de) within four weeks of receipt, and (c) that in the event of an objection the Customer has a special right of termination effective as of the planned effective date.

§ 16 Final Provisions

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

(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes is the Provider’s registered office, unless a different place of jurisdiction is mandatory by law.

(3) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.

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