Kombizent
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General Terms and Conditions (AGB) for Kombizent

Last updated: 29 June 2026 Version: v1.3-2026-06-29

§ 1 Scope and Subject Matter of the Contract

(1) These General Terms and Conditions ("Terms") govern the use of the software-as-a-service application available under the domains kombizent.com and app.kombizent.com (hereinafter "Kombizent" or the "Software") and all related services provided by

Digital Consulting EU LLC 2125 Biscayne Blvd, Ste 204 #10182 Miami, FL 33137, USA

Registered as a Florida Limited Liability Company (Document Number: L23000173708, FEI/EIN: 32-0726858) with the Florida Department of State, Division of Corporations.

Authorised representative: V. Schneider (Managing Member)

(hereinafter the "Provider" or "we")

(2) These Terms apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Consumers within the meaning of section 13 BGB are excluded from using the cockpit. By entering into the contract, the customer warrants that they are acting in the exercise of their commercial or independent professional activity.

(3) Conflicting terms or terms of the customer that deviate from these Terms are not recognised unless we expressly agree to their validity in writing. These Terms also apply where we provide the service without reservation in the knowledge of conflicting or deviating terms of the customer.

(4) Individual agreements between the parties take precedence over these Terms. Their content is determined by the written agreement or our written confirmation.

(5) These Terms, in their current version at the time, also apply as a framework agreement to future contracts with the same customer without us having to refer to them again in each individual case.

§ 2 Formation of the Contract

(1) The presentation of the services on the website does not constitute a legally binding offer but an invitation to submit an offer (invitatio ad offerendum).

(2) By placing an online order via the website or by accepting an individual proposal, the customer submits a binding offer to conclude a contract.

(3) The contract is formed upon our express acceptance. Acceptance takes place by:

  • Sending an order confirmation by email, or
  • Activating cockpit access for the customer.

(4) An automatic acknowledgement of receipt sent after the order is placed does not yet constitute acceptance.

(5) The contract text (order confirmation + these Terms + service description) is stored by the Provider and can be viewed by the customer in the cockpit.

§ 3 Service Description and Scope of Functions

(1) For the duration of the contract, the Provider makes the Kombizent Software available to the customer for use via the internet, in the contractually agreed version and with the scope of functions described in the respective plan.

(2) The Software is provided on servers of the Provider or its processors. The handover point for the SaaS services is the router exit of the data centre used by the Provider to the internet. The customer is responsible for the provision and usability of their own IT infrastructure (in particular internet access, end devices, browser).

(3) The specific service description results from the plan chosen in each case. The current plans are available at https://kombizent.com/pricing. The Provider reserves the right to further develop the functions offered in a reasonable manner to adapt to technical progress and to improve the product. Functionalities warranted in the chosen plan remain available in at least equivalent form.

(4) No tenancy (exclusion of tenancy law): The provision of the Software does not constitute a letting within the meaning of sections 535 et seq. BGB. These Terms apply exclusively; the application of tenancy law is hereby expressly excluded to the extent legally permissible.

(5) Where the Provider renders additional services (e.g. customisation, training, data migration), a separate agreement is required.

§ 4 Availability (SLA)

(1) The Provider aims for an average availability of the Software of 99.5% as an annual average, measured at the handover point.

(2) The following are not counted towards availability:

  • Planned maintenance work announced at least 48 hours in advance and, where possible, carried out outside usual business hours (between 22:00 and 06:00 CET);
  • Outages due to force majeure, strikes, official orders, DDoS attacks or other disruptions for which the Provider is not responsible;
  • Outages due to disruptions at third-party providers used by the Provider (e.g. Supabase, Vercel, Anthropic), to the extent the Provider is not responsible for them;
  • Outages due to disruptions on telecommunications connections or on the internet outside the Provider's area of responsibility;
  • Outages due to measures the Provider must take for legitimate reasons (e.g. security vulnerabilities, abuse prevention).

(3) If the warranted availability is not met, the customer is entitled to service credits as follows:

  • Availability between 99.0% and 99.49%: credit of 10% of the monthly fee
  • Availability between 95.0% and 98.99%: credit of 25% of the monthly fee
  • Availability below 95.0%: credit of 50% of the monthly fee

(4) Service credits are the customer's exclusive remedy for availability shortfalls. Further claims, in particular damages, exist only in accordance with § 11 of these Terms.

(5) The Provider will inform the customer of planned maintenance work in good time by email or by notice in the cockpit.

§ 5 Duties of the Customer to Cooperate

(1) The customer ensures that they provide the hardware and software required to use the Software (in particular an up-to-date browser) and a functioning internet connection.

(2) The customer is obliged:

  • To keep their access credentials secret and protect them against unauthorised access by third parties;
  • To inform the Provider without delay if they suspect their access credentials are being misused;
  • To use the Software only to the contractually agreed extent;
  • Not to make any unauthorised interventions in the functioning of the Software (no reverse engineering, no decompiling, no disassembling, unless mandatorily permitted by sections 69d, 69e of the German Copyright Act (UrhG));
  • Not to store or transmit unlawful content via the Software;
  • To ensure that the processing of third parties' personal data they store in the cockpit is lawful (see § 9 of these Terms);
  • To inform the Provider without delay of any malfunctions and to cooperate in their investigation.

(3) If the customer breaches these duties and the Provider suffers damage as a result, the customer is obliged to provide compensation. The customer indemnifies the Provider against all third-party claims resulting from a breach of these duties.

(4) The Provider is entitled to temporarily suspend the customer's account if there are concrete indications of a breach of duty. Where possible, the customer will be informed before the suspension.

§ 6 Rights of Use

(1) For the duration of the contract, the Provider grants the customer a non-exclusive, non-transferable, non-sublicensable right to use the Software in accordance with the contract.

(2) The right of use extends to the number of user accounts permitted in the respective plan.

(3) The customer is not entitled:

  • To pass the Software on to third parties, sublicense it or otherwise make it accessible to third parties;
  • To reproduce, edit or distribute the Software, unless mandatorily permitted by law;
  • To use the Software for benchmarking, competitive analysis or reverse-engineering purposes;
  • To use the Software to develop competing products;
  • To remove trademarks, copyright notices or other proprietary notices.

(4) All rights in the Software, including source code, designs, documentation, trademarks and logos, remain with the Provider.

(5) Customer-owned content (e.g. entered texts, uploaded files, customer corporate identity) remains the property of the customer. The Provider merely obtains the rights of use in this content required to operate the Software (technical caching, backup, display in the cockpit etc.).

§ 7 Prices and Payment Terms

(1) The prices current at the time the contract is concluded apply, in accordance with the price list at https://kombizent.com/pricing.

(2) All prices are exclusive of statutory value added tax, where applicable.

(3) Billing takes place monthly or annually in advance, depending on the chosen billing model.

(4) Payment is made by SEPA direct debit, credit card or bank transfer via our payment service provider Mollie B.V.

(5) In the event of default in payment, the Provider is entitled:

  • To demand default interest of 9 percentage points above the base rate (section 288 (2) BGB);
  • To charge a reminder fee of EUR 5.00 per reminder (from the 2nd reminder);
  • To suspend access to the cockpit after a reminder with a notice period of 14 days;
  • To terminate the contract without notice after an unsuccessful reminder and the setting of a further grace period of 14 days.

(6) Price adjustment: The Provider is entitled to adjust prices once a year in line with general price developments, with the annual increase not exceeding 5%. The customer will be notified of the adjustment by email at least 6 weeks before it takes effect. The customer has the right to terminate the contract extraordinarily as of the date the price increase takes effect. If no termination is made, the new prices are deemed accepted. The customer will be specifically informed of this in the announcement.

(7) Set-off against claims of the customer is only permitted if the customer's claims have been finally established by a court or acknowledged by the Provider. The customer has a right of retention only if their counterclaim arises from the same contractual relationship.

§ 8 Term and Termination

(1) The contract is concluded with a minimum term of 12 months (for annual billing) or 1 month (for monthly billing), beginning with the activation of the cockpit.

(2) After expiry of the minimum term, the contract is extended by a further 12 months (for annual billing) or 1 month (for monthly billing) in each case, unless it is terminated by one party with notice of:

  • 3 months to the end of the respective contract term (for annual billing), or
  • 14 days to the end of the respective contract term (for monthly billing).

(3) Termination requires text form (email is sufficient). Termination can also be declared directly in the cockpit via the cancellation button there (duty to facilitate cancellation analogous to section 312k BGB).

(4) Extraordinary termination: The right of both parties to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

  • The other party breaches material contractual obligations despite a warning and a reasonable deadline;
  • Insolvency proceedings are opened over the assets of the other party or rejected for lack of assets;
  • The customer is in default with the payment of more than two monthly fees;
  • The customer demonstrably misuses the Software (e.g. for illegal purposes).

(5) Consequences of termination: Upon the termination taking effect, the customer's right of use ends. The Provider will:

  • Suspend access to the cockpit after expiry of the last paid billing period;
  • Make customer data exportable in accordance with § 11 of these Terms and the data processing agreement, and delete it after expiry of the period;
  • Not refund fees already paid (e.g. annual prepayment) to the extent the Provider has rendered the service or was prepared to render it.

§ 9 Data Protection and Processing on Behalf

(1) The Provider and the customer process personal data in accordance with the applicable data protection laws, in particular the GDPR.

(2) Where the Provider processes personal data of the customer's end customers on the customer's behalf, the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. The DPA forms part of these Terms and is available to the customer as a separate document at the time the contract is concluded. It can be accessed at https://kombizent.com/avv.

(3) As the data controller, the customer is responsible for the lawfulness of the personal data they process in the cockpit. They warrant that all required consents, information duties and other legal requirements are fulfilled.

(4) To provide the services, the Provider uses the processors listed in the sub-processor list at https://kombizent.com/subprocessors. The customer will be informed of material changes to the sub-processor list at least 30 days in advance and has a right to object in accordance with the data processing agreement.

(5) Details of data processing by the Provider are set out in the privacy policy at https://kombizent.com/datenschutz.

(6) AI features: The customer acknowledges that AI functions are integrated in the cockpit which may transmit data to the US provider Anthropic, PBC. The use of the AI features is optional and configurable in the cockpit. The customer is responsible for deciding which data they pass to AI features.

§ 10 Confidentiality

(1) The parties undertake to treat as confidential all confidential information of the other party (in particular technical, commercial and organisational information) that becomes known to them in connection with the business relationship, during and after the end of the contract, and not to use it for their own or third-party purposes.

(2) The duty of confidentiality does not apply to information that:

  • Was already publicly known at the time the contract was concluded or becomes known through no fault of the receiving party;
  • Was demonstrably already known before receipt;
  • Was received from third parties without breach of a duty of confidentiality;
  • Must be disclosed due to a statutory or official order (with immediate notification of the other party).

(3) The duty of confidentiality continues for 5 years after the end of the contract.

§ 11 Data Export and Switching Providers (EU Data Act)

(1) Pursuant to Regulation (EU) 2023/2854 (the "EU Data Act"), the customer has the right to port their data stored in the cockpit to another provider or to transfer it to their own infrastructure.

(2) Export formats: The Provider makes the following export options available to the customer:

  • Structured data (e.g. contacts, orders, invoices): CSV export and JSON export
  • Documents (e.g. PDFs): original files as a ZIP archive
  • Database dump: on request as a PostgreSQL-compatible SQL dump

(3) The customer can initiate exports at any time during the contract term in the cockpit. After the end of the contract, exports remain available for 30 days after the last billing period.

(4) Final deletion: After expiry of the export period, all customer data is deleted from the production systems and backups within 90 days, unless statutory retention obligations prevent this.

(5) The provision of exports and the migration of data is included in the contractual scope of services and is free of charge for the customer. Where the customer requests individual migration support, this is agreed separately.

(6) The Provider will not impede switching providers either contractually or technically.

§ 12 Liability

(1) The Provider is liable in accordance with the statutory provisions:

  • In cases of intent and gross negligence;
  • For culpable injury to life, limb or health;
  • Under the provisions of the German Product Liability Act;
  • Within the scope of a guarantee it has assumed.

(2) In the event of a breach of material contractual obligations (cardinal obligations) through simple negligence, liability is limited to the foreseeable damage typical for the contract. Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer regularly relies and may rely.

(3) Otherwise, i.e. in cases of simple negligence outside the breach of material contractual obligations, the Provider's liability is excluded.

(4) Liability cap: To the extent the Provider's liability is limited under the preceding paragraphs, it is additionally limited in amount to the remuneration actually paid by the customer to the Provider in the 12-month period preceding the occurrence of the damage, unless mandatory statutory provisions provide otherwise.

(5) Data loss: Liability for data loss is limited to the typical recovery effort that would have arisen had backup copies been made regularly and in a manner appropriate to the risk. The Provider creates automatic backups; nevertheless, the customer is obliged to make their own regular data backups via the export function.

(6) No fault: The Provider is not liable for:

  • Malfunctions caused by internet or telecommunications outages outside its area of responsibility;
  • Data loss attributable to errors of the customer or their vicarious agents;
  • Damage caused by unauthorised access to the customer's account where the customer has not sufficiently protected their access credentials;
  • Damage caused by improper use of the Software by the customer.

(7) The above limitations of liability also apply to the Provider's liability for its legal representatives and vicarious agents.

§ 13 Warranty

(1) The Provider warrants the functions agreed in the service description of the respective plan and an average availability in accordance with § 4 of these Terms.

(2) Material defects and defects of title: The Software is defective if it does not have the agreed quality or is not suitable for the use presupposed by the contract or for ordinary use.

(3) Duty to give notice of defects (section 377 of the German Commercial Code, HGB): The customer is obliged to give notice of obvious defects in text form without delay after provision of the Software, at the latest within 14 days. Hidden defects must be notified without delay after discovery.

(4) Cure: In the event of a defect, the Provider is entitled to cure. Cure may take place by remedying the defect or by providing a defect-free version of the Software.

(5) If cure fails twice, the customer may, at their option, reduce the fee or withdraw from the contract. Damages are paid in accordance with § 12.

(6) The limitation period for warranty claims is 12 months from provision. This does not apply in the cases of § 12 (1).

§ 14 Changes to the Services and to these Terms

(1) The Provider is entitled to change or further develop the Software and these Terms in a reasonable manner, to the extent this is reasonable for the customer and in particular if:

  • A change is required by statutory or official requirements;
  • The change improves technology, security or functionality;
  • The change becomes necessary to avert new risks (e.g. security vulnerabilities);
  • The change is otherwise required for legitimate reasons (e.g. adaptation to new third-party APIs).

(2) Material changes that disadvantage the customer more than insignificantly will be communicated to the customer in text form at least 6 weeks before they take effect. The customer has the right to object to their taking effect in text form within this period. If the customer does not object, the changes are deemed accepted. The customer will be specifically informed of this in the change notification.

(3) In the event of an objection, the Provider has the right to terminate the contractual relationship as of the date the changes take effect.

§ 15 Force Majeure

(1) Neither party is liable for delays or impossibility of performance attributable to force majeure or other unforeseeable and extraordinary circumstances for which it is not responsible.

(2) Force majeure includes in particular: natural disasters, war, terrorist attacks, pandemics, official measures, strikes, lockouts, serious technical disruptions (e.g. extensive DDoS attacks on internet infrastructure).

(3) The affected party will inform the other party without delay and undertake everything reasonable to limit the consequences.

§ 16 Final Provisions

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

(2) Place of jurisdiction: The exclusive place of jurisdiction for all disputes arising from this contract is, to the extent the customer is a merchant, a legal entity under public law or a special fund under public law, Munich, Germany. The Provider is also entitled to sue the customer at the customer's general place of jurisdiction.

(3) Text form requirement: Amendments, additions and the cancellation of this contract require text form. This also applies to the cancellation of this clause itself.

(4) Prohibition of assignment: The customer may only assign their rights under this contract to third parties with the Provider's prior written consent.

(5) Severability clause: Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions is not affected. The invalid provision shall be replaced by a valid one that comes closest to the economic purpose of the invalid provision. This applies accordingly in the event of an unintended gap in the provisions.

(6) Language version: These Terms are drawn up in German. In the event of a translation into other languages, the German version prevails.

(7) Notices to the Provider must be sent in text form to the following address:

Digital Consulting EU LLC 2125 Biscayne Blvd, Ste 204 #10182 Miami, FL 33137, USA

Email: support@kombizent.com Data protection: datenschutz@kombizent.com

These Terms were drawn up taking into account the current legal situation (as of 06/2026), in particular the GDPR, the German Digital Services Act (DDG), the German Telecommunications Digital Services Data Protection Act (TDDDG), the EU Data Act (Regulation 2023/2854) and established case law.

Last updated: 29 June 2026 · Version: v1.3