of the company

amily.ONE GmbH

Sandstr. 33 | 80335 Munich
Alstertor 9 | 20095 Hamburg

(Valid from October 2026 – for the product family „amily„)

Section A

General part

These General Terms and Conditions of amily.ONE GmbH Munich, Sandstr. 33, 80335 Munich – hereinafter referred to as „amilyONE“ – apply exclusively to business transactions between entrepreneurs within the meaning of Section 12 of the German Civil Code (BGB).

The following GTC apply to the following types of contract:

• Software rental
• Project contracts
• Hosting

The following general provisions apply to all of the aforementioned contract types. If the contracting parties agree to services that cannot be allocated to one of the aforementioned contract types, these shall be categorised as legally independent, even if they are listed in the contractual agreements of the parties.

Scope of application

These terms and conditions apply between amilyONE and the customer. Together with the contractual agreements, they form the sole basis for all business transactions – including future ones – in their respective valid form. Any general terms and conditions of business or purchase of the customer shall not become part of the contractual relationship between the parties, not even through silence. Consequently, no objection by amilyONE to differing terms and conditions of the customer is required.

Liability

In all cases of contractual and non-contractual liability, amilyONE shall pay damages and compensation for wasted expenditure solely in accordance with the following limits:

• in full in the event of intent, as well as in the absence of a quality for which amilyONE has assumed a guarantee;
• in the case of gross negligence only up to the amount of the foreseeable damage which the breached duty was intended to prevent;
• in other cases: only for breach of a material contractual obligation if this jeopardises the purpose of the contract, but always only in the amount of the foreseeable damage. Liability is limited to EUR 200,000.00 per case of damage, totalling a maximum of EUR 500,000.00.
• furthermore, to the extent that amilyONE is insured against the occurred damage, within the scope of the insurance cover and subject to the condition precedent of the insurance payout. amilyONE maintains public liability insurance for its business operations with LVM Versicherung, Kolde-Ring 21, 48126 Münster, as well as professional indemnity insurance with Hiscox SA, German branch, Arnulfstr. 31, 80636 München.

The above limitations of liability do not apply to liability for personal injury and liability under the Product Liability Act or in the event of initial incapacity.

amilyONE remains entitled to the defence of contributory negligence, e.g. through insufficient provision of cooperative efforts or organisational errors. In particular, amilyONE shall not be liable for breaches of ancillary obligations, lack of economic success, lost profit, indirect damage, consequential damage and damage arising from claims by third parties against the customer.

amilyONE shall only be liable for the loss of data and programmes and their recovery to the extent that such loss could not have been avoided by reasonable precautionary measures on the part of the customer, in particular by the daily creation of backup copies of all data and programmes.

Liability for the absence of a warranted characteristic due to fraudulent intent and for personal injury remains unaffected.

amilyONE is only liable for the recovery of data insofar as the customer has taken all standard and appropriate data backup precautions and ensures that the data can be reconstructed with reasonable effort from data material held in machine-readable form.

The customer is obliged to report any damage within the meaning of the above liability provisions in writing to amilyONE without undue delay and to have it recorded by them, so that amilyONE is informed as early as possible and can possibly still engage in mitigation of damage together with the customer.

Data protection

If the parties' contract affects data protection regulations in accordance with the EU GDPR or BDSG, the following shall apply:

Both contracting parties undertake to ensure that the persons involved in the project are aware of and comply with the data protection regulations. Insofar as amilyONE receives access to personal data relevant under data protection law within the scope of the contract, amilyONE will conclude a data processing agreement with the customer. The customer remains the controller of the data. amilyONE will cooperate in all necessary measures to comply with the provisions of the EU GDPR within the scope of the software rental and the project contract.

Furthermore, the customer is responsible for compliance with laws and regulations on data protection and data security.

Secrecy

The customer will appropriately label such documents, which amilyONE is to protect to a greater than usual degree due to their particular need for confidentiality, in good time and provide them with measures for the protection of secrets.

amilyONE does not, as a matter of principle, wish to be privy to trade secrets. However, insofar as amilyONE is required to obtain trade secrets from the customer in order to provide the agreed service, the customer shall expressly and clearly designate such information as trade secrets vis-à-vis amilyONE and implement measures to protect them.

amilyONE, for its part, undertakes to treat such information as confidential.

Rights of use

The customer receives a right of use for the programmes and documentation supplied as part of the software maintenance for amilyONE for their intended use in accordance with the contractual conditions underlying the provision of the respective contractual software.

Contractual penalty

Both the customer and amilyONE undertake to maintain strict confidentiality regarding the negotiated prices and terms of the contract and not to disclose them to third parties, with the exception of their appointed advisers (tax advisers, legal counsel).

A contractual penalty of €1,000 is agreed for each case of culpable breach of the confidentiality agreement, up to a maximum of 5% of the order amount. The contractual penalty agreement does not affect the assertion of further damages.

Duty to co-operate

The customer shall provide all necessary co-operation. This includes, in particular, the provision of personnel, computers and premises that may be required. The provider shall take the customer's economic efficiency into account when utilising the resources.

The customer is obliged to check the software for proper functioning immediately upon receipt. They shall immediately report any defects in the goods to amilyONE, where possible in writing, and, if requested by amilyONE, submit the written report subsequently.

Should amilyONE need to carry out work on the software to rectify faults, the customer shall grant such personnel unhindered access to the premises and the goods themselves, provide the necessary documentation – including, for example, fault reports or logbooks – and make suitable premises, equipment, computing time and personnel in good time and to the appropriate extent.

The customer undertakes to carry out and create data backups on a regular basis. The data backup shall include the entire software system and the regular backup of master and transaction data and shall be carried out in accordance with the principles of proper data processing.

The customer shall have remote access set up via the Internet at his own expense and provide the provider with the dial-in data assigned to the customer. Only a VPN connection from router to router shall be used for this purpose. The provider is only obliged to use another remote connection requested by the customer if the customer pays for the additional costs incurred as a result. In this case, the provider will inform the customer of the expected additional costs. 

The provider uses remote access to carry out remote tasks such as updates, installations and other necessary support and maintenance tasks.

Remuneration

The customer shall pay the fee set out in the order confirmation.

The customer shall pay amilyONE for any additional services provided by amilyONE (e.g. requests from the customer for additions or amendments) on a time-spent basis – unless otherwise agreed – in accordance with the currently valid price list.

In principle, the place of performance is the registered office of amily.ONE GmbH. Any travel by amilyONE employees to the customer or to other locations/places requested by the customer that may become necessary shall be remunerated separately by the customer with regard to both time spent and travel costs and expenses. In this context, travel time of amilyONE shall be remunerated by the customer. The necessity of individual journeys shall be agreed upon between the contracting parties.

Inflation adjustment rule

On 1 January of each year, the monthly rent shall be adjusted in line with the current Consumer Price Index for Germany (CPI, base year 2025 = 100). The index level in force at the start of the tenancy shall serve as the basis for this adjustment. If, in future, the Consumer Price Index for Germany, as officially determined by the Federal Statistical Office, increases or decreases by more than 3.0 per cent compared with the last rent adjustment or, in the case of the first adjustment, compared with the index published for the month in which the contract was concluded, the rent shall automatically be adjusted upwards or downwards by the same percentage from the month following receipt of the provider’s notice of change.

Maturity

Unless otherwise agreed, the monthly fee for software rental is charged for 3 months in advance and is due upon receipt of the invoice.

Unless otherwise agreed, in the case of project contracts 50% of the remuneration shall be due for payment upon conclusion of the contract and 50% upon acceptance/installation.

familyONE reserves the right to adjust the monthly remuneration with a notice period of three months in the event of a change in circumstances.

The amount of the monthly software rental fee is set out in the written agreement.

In the event of an increase, the customer is entitled to terminate the contract by giving one month's notice to the end of the month before the fee increase comes into effect.

The amounts to be shown by amilyONE in each case are exclusive of the applicable statutory value added tax. All bank charges arising from payments shall be borne by the customer.

Right of reproduction/Right of modification/Source code

The copying of programmes provided in machine-readable or printed form is only permitted to the extent of the intended use of the programmes. This includes, in particular, loading from the original data carrier, installing on hard disks, loading onto main memory, working memory and intermediate storage such as caches, insofar as this is technically associated with use.

A copy may be made on a data carrier for backup purposes.

The customer is not authorised to make any changes to the programme codes. The provisions of §§ 69c, 69d UrhG remain unaffected.

Decompilation of the programmes and programme adaptations by the customer is only permitted if the provider has not readily provided the information required to establish interoperability despite being requested to do so within a reasonable period of time.

The source code is the property of the provider and is subject to copyright. The source code will not be handed over.

Installation requirements

Insofar as this is not the subject of the parties' contract, the customer shall provide the equipment necessary for the installation or operation of the software to be created in good time at its own expense, in particular the necessary operating system, the necessary database, telecommunications and service programmes (tools) in the current or necessary version, as well as the necessary other software. The customer shall provide the necessary rights of use.

The customer is also responsible for the maintenance, in particular the updating of the software provided by the customer.

Exemption

amilyONE shall indemnify the Customer against all claims by third parties brought against the Customer on the grounds of an infringement of intellectual property rights in the programmes provided in their contractual form. amilyONE shall also reimburse the Customer for the necessary costs incurred in defending against such alleged claims.

amilyONE is entitled, at its own expense, to carry out any necessary software modifications at the customer’s premises in response to third-party claims relating to intellectual property rights. Such modifications must not affect the scope of services provided under the contract in respect of the programmes and programme customisations.

Travelling costs and expenses

If on-site appointments at the customer's premises are necessary for the provision of services, these shall only be made with the customer's authorisation. Unless otherwise agreed, travelling costs and expenses for necessary and pre-arranged on-site appointments shall be borne by the customer to a reasonable extent and shall be invoiced separately at the end of the month. Accommodation costs for a 3/4 star hotel, hire or company vehicles, train journeys and 2nd class flights as well as the assumption of accommodation costs for a stay of more than 4 hours or appointments before 11 a.m. shall be deemed reasonable.

Miscellaneous

These above and following General Terms and Conditions conclusively reflect the agreements between the parties. Deviating or supplementary terms and conditions as well as amendments to these terms and conditions, including this written form clause, shall only apply if they are agreed in writing.

The customer is not entitled to exercise a right of retention against amilyONE in respect of any other claim not arising from this contract. The customer may only offset claims against amilyONE that are undisputed or have been established by a final court judgment.

Should one or more provisions of this contract be invalid, this shall not affect the validity of the remainder of the contract. The contracting parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose pursued by the invalid provision. Pending the adoption of such a provision, a provision shall apply in place of the invalid provision which, in terms of its economic meaning and purpose, most closely approximates the invalid provision. The same shall apply in the event of a gap in the contract requiring regulation. The transfer of the rights and obligations under this contract to a third party requires the consent of amilyONE.

Place of performance for all services arising from the contract between the parties, including services provided by amilyONE's suppliers, is the registered office of amilyONE. Exclusive place of jurisdiction for all disputes arising from this contractual relationship is the registered office of amilyONE in Munich.

Section B

Software rental agreements

Subject matter of the contract

amilyONE leases standard software developed in-house to the customer exclusively on the following terms and conditions.

The contracts between the contracting parties are rental contracts. The mutual obligations arise exclusively from the confidential agreement and the following provisions, which are not affected by the customer's financing agreements with third parties. In particular, the customer's payment obligation remains in full. 

The characteristics and conditions of use for the goods are set out in the quotation provided to the customer prior to the conclusion of the contract, or in the technical approvals and specifications contained therein. Further details regarding the characteristics and conditions of use are set out in the documentation. Characteristics within the meaning of these provisions are only deemed to have been warranted within the meaning of Section 536(2) of the German Civil Code (BGB) if such a warranty is provided in writing by amilyONE.

Copies of the documentation, the software and the technical specifications may only be made in accordance with the intended use of the software. Unless otherwise agreed, the software shall be installed by the customer, who may also engage third parties for this purpose. amilyONE is prepared to provide the customer with training on the function and operation of the goods in return for payment in accordance with amilyONE’s current price list. Such training must be agreed separately.

Release

The customer undertakes to install new versions of the software supplied by amilyONE under the terms of the contractual agreement without delay, and no later than 4 weeks after receiving the new version.

In this respect, the customer is obliged to install and use the latest version, insofar as this is reasonably practicable for them, provided that it is not marred by errors of any significant magnitude and provided that amilyONE does not rectify such errors at short notice. Otherwise, the customer is entitled to revert the contractual software to an earlier version and to use it in that version until amilyONE demonstrably provides a new version that is essentially free of errors.

Licences

A licence is a version of a software module installed on a workstation. Licences are issued specifically for the customer and are not transferable. By default, only simple licences are rented for a limited period of time in accordance with the terms of the rental agreement. Extensions to the licences, such as the number of users, clients or server licences, require a separate agreement.

Unless otherwise agreed, the customer shall receive user licences for single use for the respective user. The number and scope of the licences are specified in the current licence certificate. The simultaneous use of a user licence by several users is not permitted. 

Licence certificate

Upon conclusion of the contract, the customer shall receive a licence certificate stating the number of licences. In the event of an extension of the licence agreement through the booking of additional modules, an updated licence certificate shall be made available to the customer. The listed licences shall then form the basis for the monthly licence fee. The licence certificate shall be deemed approved unless the customer objects to the licence certificate without undue delay (§ 362 German Commercial Code (HGB)).

Guarantee

amilyONE shall be liable for any defects which reduce or negate the fitness of the goods for their normal or contractually intended use to a degree that is more than insignificant, or which impair the value of the goods to a degree that is more than insignificant.

amilyONE shall not be liable for installation or operating errors made by the customer or third parties, nor for a lack of data backup on the part of the customer. If the customer discovers a defect, they shall notify amilyONE of this immediately, where possible in writing, or subsequently in writing, and shall also state as precisely as possible how the defect manifests itself and what effects it has, and under what circumstances it occurs.

If, during fault analysis carried out by amilyONE, the customer is unable to demonstrate the fault in amilyONE – that is, if the fault cannot be reproduced at that moment – the customer shall give amilyONE the opportunity to monitor the software itself. Where possible, amilyONE will monitor the software at the customer’s premises; however, the customer shall, where necessary, accept that software may be used for logging purposes, even if this results in the runtime performance of the overall system being affected to a minor or even greater extent.

Following a notification of a defect by the customer, amilyONE will use its best endeavours to analyse and subsequently remedy the defect. In the event of a defect being reported, amilyONE is entitled to remedy it by providing a workaround, provided that this is reasonable for the customer, i.e., in particular, does not hinder or complicate the customer's workflows.

The customer’s warranty claims shall lapse if the customer, either themselves or through third parties, has made alterations to the software or databases without the express written consent of amilyONE. This shall not apply to the extent that the customer can demonstrate and prove that the modifications are in no way connected to the errors or defects that have arisen and do not significantly impede the analysis and rectification of defects.

The obligation to provide a warranty on the part of amilyONE shall also lapse if the customer uses the goods in an environment other than the approved environment and with accessories other than the approved accessories. The relief options pursuant to the above clause shall apply mutatis mutandis here as well.

amilyONE’s obligation to rectify defects relates to the latest version at any given time.

If the customer still has an older version of the contract software installed on their premises, amilyONE may refuse to provide the service under these terms or, at its own discretion or the customer's discretion, perform the maintenance service in return for payment for the associated additional effort, unless the adoption of the new version cannot reasonably be expected of the customer.

Duration of the contract / Termination

Unless otherwise agreed between the parties, the contractual relationship is concluded for an indefinite period. The cancellation period for both parties is 6 months to the end of the year. The right to extraordinary cancellation for good cause remains unaffected. Cancellation must be in writing to be effective.

Good cause exists in particular if the customer is in arrears with two consecutive instalments of the monthly licence fee or a total of three monthly instalments of the licence fee. 

Return

Upon termination of the contractual relationship, the customer shall return the programme, including manuals and documentation, to amilyONE. Any copies of the provided programme that may have been made must be completely and permanently deleted.

Instead of the return, amilyONE may also demand the deletion of the provided programme and the destruction of the provided manuals and documentation. Upon request by amilyONE, the customer is obliged to confirm the deletion of the programmes by means of a statutory declaration.

Any use of the software after termination of the contractual relationship is not permitted and shall result in the payment of compensation for use in the amount of the monthly licence fee. The customer is entitled to provide evidence of lower damages.

Section C

 Agreements for project contracts

Subject matter of the contract

At the customer's request, amilyONE will adapt the amilyONE software to the customer's needs (customising). Only the services offered in writing by amilyONE shall constitute the agreed scope of services.

The contracting parties shall agree on deadlines in writing; only then shall they be binding. The binding nature of any completion dates shall lapse if the customer does not fulfil its obligations to cooperate in full or on time.

Rights of use and exploitation

Unless expressly agreed otherwise in writing, the customer shall receive a non-exclusive right of use to the customisation services provided by amilyONE, provided that these are to be regarded as an independent work within the meaning of copyright law. In all other respects, only simple rights of use limited in duration to the term of the contract shall be acquired.

Extensions to licences, such as the number of installations, tenants or server licences, require a separate agreement. Unless otherwise agreed, the customer receives the agreed number of users and server licences for simple use. Licences may only be passed on to third parties, whether for payment or free of charge, with the permission of amilyONE.

Change Request

The customer is entitled to submit a request for changes regarding the services owed by amilyONE during the execution of this contract (hereinafter referred to as a „Change Request“). This request for changes must be detailed in such a way that it enables the other contractual partner to carry out the necessary evaluation and assessment in a timely manner. Payment for „Change Requests“ shall be made in accordance with amilyONE's price list.

Insofar as the agreement of a „change request“ has an effect on the agreed schedule, this must be explicitly stipulated as part of the „change request“ agreement.

Any dates agreed upon in this case shall be extended by the period agreed in the „Change Request“.

In the event of a delay due to a lack of cooperation on the part of the customer or a third party, or due to other circumstances for which amilyONE is not responsible, amilyONE shall inform the customer of the delay immediately upon becoming aware of the circumstances and communicate the period of the anticipated delay. In this case, the delivery date shall also be extended by the period of the delay.

Acceptance

amilyONE shall notify the customer in writing of the successful installation of the program customisations. Upon receipt of the notification, a 4-week test phase shall commence, during which the customer shall test the installation and the contractual functionality of the program customisations. As part of the installation, amilyONE shall instruct the customer in the use of the program customisations and provide support during the tests.

The following error classes are defined for the assessment of software errors occurring in the functional test:

Error class 1:
Operational errors (such as system crashes with computer halts, destruction of data contents, and inconsistent databases) that lead to the failure of the computer system and make the use of the software impossible.

Error class 2:
Operational errors that disrupt the use of the software but do not prevent it (e.g. brief outages without data loss, incorrect results, missing features that are not strictly necessary for normal operation or can be replaced by other features).

Error class 3:
Cosmetic defects (e.g., incorrect texts in reports and screen masks, minor discrepancies in results due to rounding, etc.).

Faults of fault classes 2 and 3 that occur briefly during the function test and are rectified do not affect the duration of the function test.  

If the software still contains errors of error class 3 at the time of acceptance, these are documented in the acceptance report.

The errors will be remedied by amilyONE within a reasonable period, which must not exceed 6 weeks.

Refusal of acceptance by the customer on the grounds of class 3 defects is excluded.

If the customer refuses acceptance without justification, it shall be deemed granted 20 days after the end of the functional test.

Defects, malfunctions or other deviations from the contractual scope of services („defects“) identified during the test phase shall be reported by the customer to amilyONE without delay in written defect reports.

amilyONE is obliged to rectify reported bugs of bug class 2 within the test phase. If a bug of bug class 2 is only reported within the last 2 weeks of the test phase, amilyONE may rectify the bug within 2 weeks from the day the bug was reported.

If the rectification of defects fails within this period and reasonable workarounds are not demonstrated or if the rectification of defects is rejected altogether, the customer may, at his discretion, rectify the defects himself at the provider's expense, withdraw from the contract, reduce the remuneration or claim damages for non-performance. In the case of insignificant defects, the right to cancellation and compensation for non-fulfilment shall not apply.

If the functional test shows that the installation and function of the programme adaptations are in accordance with the contract and free of errors, the customer shall declare acceptance in writing immediately after the end of the test phase. After acceptance, the customer shall be entitled to warranty rights. Partial or interim acceptances shall not take place.

Guarantee

The warranty period shall commence upon acceptance. The warranty period shall be twelve months unless the contracting parties expressly agree otherwise.

amilyONE will commence defect rectification based on reported defects, which must be notified in writing without delay, stating as precisely as possible the circumstances of their occurrence as well as the software and hardware environment and the effects thereof, and shall carry this out within a reasonable period.

A defect shall also be deemed to have been remedied if the defect is eliminated by a reasonable workaround.

amilyONE shall provide the customer with a fault-reporting form and procedure in good time, which the customer undertakes to use.

The customer will assist amilyONE in identifying and rectifying errors and will immediately provide access to documents from which the more detailed circumstances of the occurrence of the defect emerge.

If amilyONE fails to remedy the defects within a reasonable period of a maximum of 100 calendar days, and this also fails within a further reasonable grace period set by the customer for amilyONE, the customer shall be entitled to statutory warranty rights.

Data transfer

In the event of agreed data migration, amilyONE assumes no liability for the substantive accuracy of the data. Data migration only takes place insofar as the data fields of the imported data also exist in the amilyONE software. There is no general entitlement to the migration of data from legacy systems.  

Cancellation of the warranty

The customer can no longer assert warranty claims if they themselves have made changes to the software, or had third parties do so, without the prior written consent of amilyONE, unless the customer proves that these changes do not, or only insignificantly, impede the warranty work, in particular the analysis and rectification work by amilyONE, and that the reported defects are not attributable to this change.

Costs of unjustified complaints

If reported defects are not attributable to amilyONE, the customer shall reimburse amilyONE for the time spent and costs incurred in accordance with the price list.

Section D Hosting

Hosting by amilyONE

Insofar as the software, parts of the software and/or customer data are stored on computers belonging to amilyONE or data centres commissioned by amilyONE, amilyONE guarantees 99% availability of data and software. amilyONE further undertakes to make the software and/or data accessible to the customer via the Internet.

amilyONE continuously monitors the connection between the server and the handoff point to the public network (WAN). No liability is accepted for interruptions to the data connection that are outside of amilyONE's control.

Data hosting                                                     

Insofar as amilyONE undertakes data hosting, amilyONE undertakes to maintain the strictest confidentiality regarding all confidential processes that come to its knowledge in the context of the preparation, implementation and fulfilment of the contract.

The customer has the right to demand proof of contractually compliant and adequate data backup from amilyONE at any time. The customer shall remain the sole owner of the data in all cases and may therefore demand the return of individual or all data at any time, without amilyONE having any right of retention. The data shall be returned by handing over a data carrier or by electronic transmission via a data network. The customer is not entitled to also receive the software suitable for using the data.

amilyONE is obliged to take precautions against unauthorised access to the data by third parties. For this purpose, amilyONE regularly creates backups, checks the customer's data and installs firewalls, virus scanners, etc. Access credentials used for protected access to the data must not be made accessible to unauthorised third parties. The customer shall be liable for damages arising from the culpable disclosure of access credentials by the customer.