General Terms and Conditions

§ 1 Scope of Application

  1. These General Terms and Conditions (GTC) apply to all contracts concerning the use of the CleverApprove Software-as-a-Service (SaaS) platform between Zitouni GmbH (hereinafter the “Provider”) and its customers.
  2. The provider of CleverApprove is:

Zitouni GmbH
Hauptstr. 43
69190 Walldorf
Germany

Managing Director: Nabil Zitouni

Phone: +49 6227 3990120
Email: support@cleverapprove.com

Commercial Register: Mannheim Local Court
Commercial Register Number: HRB 717461

  1. CleverApprove is primarily intended for companies, self-employed persons, freelancers, public authorities, associations and other organizations. Use by consumers is not intended.
  2. Any deviating, conflicting or supplementary terms and conditions of the customer shall only apply if the Provider has expressly agreed to their validity.
  3. The version of these GTC applicable at the time the contract is concluded shall apply.

§ 2 Subject Matter of the Contract

  1. Through CleverApprove, the Provider makes available to the customer a cloud-based Software-as-a-Service platform for the digital creation, management and execution of approval and review processes via the Internet.
  2. CleverApprove supports the customer in organizing, conducting and documenting approval processes. In particular, files and documents can be uploaded, shared, reviewed, commented on and approved.
  3. The Provider provides CleverApprove exclusively as a technical platform. The customer remains solely responsible for all content, data and documents uploaded by the customer or its users, as well as for their legality, accuracy and completeness.
  4. The Provider is not obliged to review the content stored by the customer for legality, accuracy, completeness or potential infringement of third-party rights.
  5. The specific scope of functionality depends on the tariff selected and the current service description of CleverApprove.
  6. The Provider continuously develops CleverApprove and may modify functions, technical components or user interfaces, provided that this does not materially restrict the contractually agreed use of the service.
  7. The customer does not acquire ownership of the software. Use is permitted exclusively within the agreed scope of use and for the duration of the contract.

§ 3 Registration and User Account

  1. Creating a user account is a prerequisite for using CleverApprove.
  2. The customer is required to provide complete and accurate information during registration and to keep such information up to date in the event of changes.
  3. If CleverApprove is used by several persons within an organization, the customer is responsible for managing user accounts and assigning access rights.
  4. The customer must keep its login credentials confidential and take appropriate measures to prevent unauthorized access to its user account.
  5. The customer is responsible for ensuring that its own use of CleverApprove and that of its users complies with these GTC.
  6. The Provider is entitled to temporarily restrict or suspend user accounts if there are concrete indications of unlawful use, a security risk or a material violation of these GTC.

§ 4 Conclusion of Contract and Trial Period

  1. Registration for CleverApprove takes place through the online registration process on the Provider's website. Upon completion of registration, the customer may start a free trial period.
  2. The Provider makes CleverApprove available free of charge for a period of 14 days. During the trial period, the customer may use the selected plan and all functions included therein in full.
  3. No payment information is required to start the trial period.
  4. During or after the trial period, the customer may enter into a paid subscription. Billing is handled through Stripe, the payment service provider used by the Provider.
  5. If no paid subscription is entered into after the trial period expires, the customer's ability to use CleverApprove automatically ends. The customer will subsequently no longer have access to the data stored in CleverApprove.
  6. The Provider is entitled to delete user accounts and stored data after the trial period has expired if no paid contractual relationship exists. There is no obligation to permanently retain data from expired trial accounts.

§ 5 CleverApprove Services

  1. The Provider makes CleverApprove available to the customer as a web-based platform for conducting and documenting digital review and approval processes.
  2. CleverApprove enables the customer in particular to:
  • provide files and documents within defined approval processes;
  • submit individual files or groups of files for review;
  • obtain approvals for individual files, multiple files or groups of files;
  • involve reviewers or other participants in the processes;
  • document feedback, status changes and approval decisions.
  1. Reviews and approvals are carried out on the basis of the respective file or document version provided in CleverApprove. Changes to files may result in new versions that can be reviewed or approved again.
  2. The customer may configure approval processes according to its requirements. This may include defining participants, required approvals, status options, approval deadlines, and settings concerning the visibility and archiving of processes.
  3. The scope of use of CleverApprove depends on the selected plan. Depending on the plan, limitations may apply in particular to available storage capacity, the number of approval requests and the number of reviewers or recipients who can be involved.
  4. The customer is responsible for selecting the participants, designing its approval processes, and evaluating and deciding on the content of files and documents.
  5. The specific scope of services depends on the selected plan and the current description of CleverApprove's services.
  6. The Provider is entitled to further develop CleverApprove technically and to adapt, improve or modify functions, provided that the fundamental ability to use the service is not materially restricted as a result.
  7. CleverApprove is intended exclusively to provide technical support for and documentation of review and approval processes. Responsibility for the content of files and documents and for professional, legal or business-related reviews and decisions remains with the customer and the persons involved by the customer.

§ 6 Availability, Maintenance and Further Development

  1. The Provider makes CleverApprove available in accordance with the current state of the art and endeavors to ensure the service can be used with as few disruptions as possible.
  2. Continuous and unrestricted availability of CleverApprove cannot be guaranteed. Temporary restrictions may arise in particular from maintenance work, security measures, technical disruptions or events beyond the Provider's control.
  3. The Provider is entitled to carry out maintenance work, updates and technical adjustments to CleverApprove. Where possible, scheduled maintenance work will be announced appropriately in advance.
  4. The Provider continuously develops CleverApprove and may make technical changes, improvements or adjustments, provided that the essential use of the selected plan is not adversely affected.
  5. The Provider may develop, modify or discontinue individual functions if this is necessary for technical, security-related or economic reasons, while taking the customer's interests into reasonable account.

§ 7 Prices and Payment Terms

  1. Use of CleverApprove is subject to a fee unless the customer is using a free trial account or another free usage option is available.
  2. The amount payable depends on the plan selected by the customer and the applicable CleverApprove price list.
  3. The prices stated on the CleverApprove website include the applicable statutory VAT.
  4. CleverApprove may offer different plans and pricing models. Prices may vary depending on the selected package, scope of use and billing method.
  5. Depending on the selected plan, billing may be monthly or annually. In the case of annual payment, a price different from the monthly billing model may apply.
  6. Multiple separate usage units (“Workspaces”) may be created and subscribed to within a customer account. Each Workspace may be billed according to the selected plan and applicable terms of use.
  7. Billing is handled through Stripe, the payment service provider used by the Provider. The customer is required to provide complete and accurate information necessary for payment processing and to keep such information up to date.
  8. The fee becomes due at the beginning of the respective billing period unless otherwise provided for in the applicable plan.
  9. After payment, invoices are sent electronically to the customer by email to the registered billing address.
  10. The Provider is entitled to adjust prices for future contractual periods. Price changes will be communicated to the customer in good time before the beginning of the next billing period. Billing periods already in progress are not affected by price changes.
  11. The prices and services applicable at the time the contract is concluded shall be decisive for the contract.

§ 8 Contract Term and Termination

  1. The contract term depends on the plan selected by the customer and the chosen billing method.
  2. Subscriptions billed monthly may be terminated by the customer with effect at the end of the respective billing period.
  3. Subscriptions billed annually have a term of twelve months and may be terminated with effect at the end of the respective contractual period.
  4. Termination may be carried out using the functions provided by CleverApprove or in text form.
  5. If a subscription is not terminated in due time, it shall be renewed for the respective agreed term unless otherwise provided for in the selected plan.
  6. The Provider may terminate the contract for good cause. Good cause exists in particular if the customer fails to settle outstanding payments despite being requested to do so, or uses CleverApprove in violation of these GTC or applicable law.
  7. Upon termination of the contract, the customer's right to use CleverApprove ends. After termination, the customer loses access to the functions and data associated with the relevant account or Workspace unless otherwise agreed.
  8. Provisions concerning data deletion and data export after termination are governed by the provisions relating to customer data and data protection.

§ 9 Rights of Use

  1. For the duration of the contract, the Provider grants the customer a non-exclusive, non-transferable and non-sublicensable right to use CleverApprove within the agreed scope.
  2. The right of use is limited to the use provided for under the respective plan by the customer and its authorized users.
  3. The customer may not transfer CleverApprove to third parties, rent it out, sell it or use it outside the agreed scope of use.
  4. The customer may not take any measures aimed at unauthorized analysis, modification or reproduction of the functionality, security mechanisms or technical foundations of CleverApprove, unless expressly permitted by law.
  5. All rights to CleverApprove, in particular rights to the software, source code, user interface, concepts, designs and technical components, remain with the Provider.
  6. Rights to data, files and documents uploaded by the customer remain with the customer.

§ 10 Customer Obligations

  1. The customer is required to use CleverApprove only in accordance with applicable laws and these GTC.
  2. The customer is solely responsible for all content, files, documents and other data that it or its users upload, store or process through CleverApprove.
  3. The customer shall ensure that it has the necessary rights to use and process the uploaded content and that no third-party rights are infringed, in particular copyrights, trademark rights, data protection rights or personality rights.
  4. The customer is responsible for selecting the persons participating in approval processes and for assigning and managing access rights within its account or Workspaces.
  5. The customer must take appropriate measures to protect its login credentials and prevent unauthorized access to CleverApprove.
  6. The customer is prohibited from using CleverApprove for unlawful purposes or from uploading content containing malware or otherwise capable of compromising the security or availability of the service.
  7. The customer must immediately inform the Provider if it becomes aware of unauthorized use of its account, a security incident or misuse of CleverApprove.

§ 11 Customer Data and Data Protection

  1. The customer retains all rights to data, files and documents that it or its users upload or process through CleverApprove.
  2. The Provider processes customer data exclusively for the purpose of providing, maintaining and further developing CleverApprove and fulfilling its contractual obligations.
  3. The Provider does not review the content of data, files or documents stored by the customer. The customer remains solely responsible for the content and its lawful use.
  4. Where the Provider processes personal data on behalf of the customer, such processing is carried out on the basis of a Data Processing Agreement pursuant to Art. 28 GDPR.
  5. The Provider implements appropriate technical and organizational measures to protect the processed data. Further details are set out in the Privacy Policy and supplementary data protection information of CleverApprove.
  6. Upon termination of the contract, customer data will be deleted in accordance with the applicable provisions, unless statutory retention obligations apply or otherwise agreed.
  7. The customer is responsible for making any backups and exports of its data that are necessary for its purposes, insofar as it does not use the corresponding functions provided by CleverApprove.

§ 12 Approval Processes and Responsibility

  1. CleverApprove supports the customer in organizing, conducting and documenting digital review and approval processes.
  2. Approvals, reviews and status changes carried out through CleverApprove are performed by the customer or by the reviewers and users invited by the customer.
  3. The customer is solely responsible for:
  • selecting the reviewers and users involved;
  • defining the required approvals and status options;
  • the professional, legal and substantive evaluation of files and documents;
  • decisions resulting from approvals or rejections.
  1. CleverApprove documents actions performed by users within the platform, in particular reviews, status changes and approvals. This documentation serves to ensure traceability of the processes conducted by the customer.
  2. The Provider assumes no responsibility for the content of files and documents processed through CleverApprove or for decisions made on the basis of reviews or approvals carried out through CleverApprove.
  3. The customer shall ensure that the reviewers and users invited by it are authorized to participate in the respective review and approval processes.

§ 13 Data Export and Termination of the Contract

  1. The customer may export data stored in CleverApprove using the functions provided for this purpose, insofar as corresponding export options are available.
  2. The customer is responsible for backing up and exporting its data in good time.
  3. CleverApprove may provide functions allowing the customer to define settings concerning the retention, visibility, archiving or deletion of processes and data.
  4. Data may be deleted in accordance with the settings made by the customer or due to technical, contractual or legal requirements after certain periods have expired.
  5. After termination of the contract, the customer has no right to permanent access to CleverApprove or to permanent storage of customer data.
  6. After termination of the contract, the Provider is entitled to delete the customer account and the data stored therein after a reasonable transition period, unless there are statutory obligations to retain such data.
  7. Restoration of data that has already been deleted cannot be guaranteed.

§ 14 Warranty and Liability

  1. The Provider makes CleverApprove available with the agreed characteristics and functionality. The Provider warrants that CleverApprove is suitable for the contractually agreed use.
  2. The Provider endeavors to remedy errors and restrictions affecting use as quickly as possible insofar as these are attributable to the Provider.
  3. The Provider shall be liable without limitation for damages caused intentionally or through gross negligence by the Provider, its legal representatives or vicarious agents. The same applies to damages resulting from injury to life, body or health and to liability under the German Product Liability Act.
  4. In the event of a slightly negligent breach of material contractual obligations, the Provider shall only be liable for the typically foreseeable damage. Material contractual obligations are obligations whose fulfillment is essential for the proper performance of the contract.
  5. The Provider shall not be liable for content, files, documents or other data processed by the customer or its users through CleverApprove. Likewise, the Provider shall not be liable for professional, legal or business decisions made by the customer or its reviewers on the basis of processes conducted through CleverApprove.
  6. The Provider shall not be liable for restrictions or outages of CleverApprove caused by events beyond the Provider's control, in particular disruptions to Internet connections, third-party providers or force majeure.
  7. The customer's statutory rights in the event of defects remain unaffected.

§ 15 Indemnification

  1. The customer shall indemnify the Provider against third-party claims arising from the customer or its users uploading, processing or using content, files, documents or other data through CleverApprove and thereby infringing third-party rights.
  2. The indemnification includes, in particular, claims arising from infringements of copyrights, trademark rights, data protection rights or other third-party rights.
  3. The Provider shall inform the customer without undue delay of any asserted third-party claims and shall, to the extent legally possible, allow the customer to participate in defending against such claims.
  4. The indemnification does not apply insofar as the infringement was caused by conduct of the Provider.

§ 16 Changes to Services and GTC

  1. The Provider continuously develops CleverApprove and is entitled to make technical changes, improvements or adjustments to functions, provided that the contractual use of the service is not materially impaired as a result.
  2. The Provider may modify, replace or further develop functions if this is necessary for technical, security-related or operational reasons.
  3. Changes to these GTC shall be communicated to the customer in good time and in an appropriate manner. Changes shall only become effective if they are reasonable for the customer and do not materially alter essential contractual obligations to the customer's disadvantage.
  4. If the customer objects to a change to the GTC within a reasonable period, the Provider is entitled to terminate the contract as of the date on which the change takes effect.
  5. The current version of the GTC is available on the CleverApprove website.

§ 17 Confidentiality

  1. The parties undertake to treat as confidential all confidential information of the other party that becomes known to them in connection with the use of CleverApprove and to use such information only for the performance of the contract.
  2. Confidential information includes, in particular, technical, business or organizational information that is not publicly known.
  3. The confidentiality obligation does not apply to information that is already publicly known, has been lawfully obtained from third parties or must be disclosed due to statutory obligations.
  4. The confidentiality obligation shall continue to apply after termination of the contract.

§ 18 Final Provisions

  1. The law of the Federal Republic of Germany shall apply, excluding the United Nations 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 courts at the Provider's registered office shall have jurisdiction over all disputes arising from the contractual relationship.
  3. Amendments and additions to the contract must be made in text form unless a stricter form is prescribed by law.
  4. If any provision of these GTC is or becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

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