Terms of Use

On the following pages you will find our Terms of Use. Please read them carefully, as they regulate the use of our services. Our Terms are divided into the following sections a better overview:

A. Terms & Conditions

B. Subscriptions Agreement

C. Service Level Agreement

D. Support Agreement

E. Community Guidelines

Berlin, October 16, 2023

A. Terms & Conditions

Preamble

Nyord ("Nyord", "we", "us") provides a digital space for teams and organizations to collaboratively shape change. This is achieved by providing software as an online service in the form of a web application and various offered services ("Software as a Service", "Software", "Service(s)", "Tool(s)"), to which our contractual partners ("You", "Your", "Client", “Customer”) have access via an internet browser.

We are Nyord GmbH, located at Paul-Lincke-Ufer34 in 10999 Berlin, Germany. For questions related to our Terms and Conditions("Terms & Conditions", “Terms”, "Conditions", "T&C", "General Terms and Conditions", “Terms of Use”) and any other inquiries or notifications, you can contact us at any time by email: hello(at)nyord.io

These Terms constitute a legally binding agreement between you and Nyord and govern your access to, dealings with, and overall use of our Software and Services.

By using our Services, you agree to these Terms and confirm that you have read, understood, and accepted them.

1. Subject matter of the contract

The subject of the contract is the granting of the use of our services by our customers, both free of charge and against payment, via the Internet, for a limited period of time.

The customer can be any organization, company or entrepreneur. Customers are not consumers according to § 13 German Civil Code (BGB).

Services related to the provision of our software are subject to rental law according to the BGB; the other functions and solutions offered are considered services.

2. Our services

2.1. Use of our Software

We grant you the right to use of the current version of our software for the agreed number of authorized users("Users") via the Internet by accessing it via a browser. The agreement as to which and how many Users have access to the Software and the scope of functionality of our Software is governed by our Subscriptions Agreement. You may increase or decrease the number of users in accordance with the terms set forth in the Subscriptions Agreement.

We guarantee the functionality and availability of our Software for the duration of the contractual relationship and will maintain it in a condition suitable for use in accordance with the contract. Further provisions regarding the functionality and availability of our Software are set out in our Service Level Agreement.

Unless otherwise agreed with you, we do not owe any customization to your individual needs or your IT environment.

2.2. Storage space

To use the Software and to store data such as text or images, we provide you with storage space on our servers or the servers of our partners. We ensure the retrievability of this data in the context of the use of our Software in accordance with these conditions.

We will take state-of-the-art measures to protect your data. However, we cannot assume any custody or care obligations with respect to your data. You are solely responsible for adequate data backup.

You remain the owner of the data stored on the servers provided by us and may reclaim it at any time. For more information, see Section 4.

2.3. Our services

We want you to be completely satisfied with our software. That's why we offer you additional services in addition to providing our Software.

We provide support to help you use our Software.The support we offer varies depending on the plan you have purchased. For more information about the support services we offer, please see our Support Agreement.

2.4. Updating the Software

We may update, further develop, and adapt the Software at any time to reflect changes in the legal situation, technical developments or to improve IT security. We will take your legitimate interests into account and inform you in good time of any necessary updates.

In the event of a significant impairment of your legitimate interests, you have a special right of termination. This special right of termination is further specified in Section 10.4.

We will periodically perform maintenance on our Software. We will inform you about this in due time. Maintenance will regularly be performed outside of your normal business hours unless there are compelling reasons to perform maintenance at a different time. Business hours are weekdays from 7:00 a.m. to 8:00 p.m. German time, CET/GMT+1. For more details on maintenance, please refer to our Service Level Agreement, in particular under Section 8.

3. Scope and rights of use

There will be no physical transfer of our Software to you. You receive a non-exclusive, i.e. non-sublicensable and non-transferable right, limited to the term of the contract, to use our Software by accessing the current version of our software via a browser in accordance with the contractual provisions. 

You may use our software only within the scope of your own business activities by your own personnel and persons contractually bound to you, such as freelancers. Any other use of the Software is not permitted.

4. Data and liability for data

Nyord allows you to upload, post, store, share or send content in the context of using our Software.

The content you provide remains your (intellectual) property or that of the original owner. We do not lay claim to your provided data.

You agree not to store any data on the storage space provided to you that violates applicable law, governmental regulations, the rights of third parties, or agreements with third parties. In addition, we reserve the right to delete data without prior notice and without your consent where appropriate. Deletion of information provided by you is particularly appropriate if it violates applicable law and/or constitutes a criminal offense. You grant us the right to review the information you provide to us at any time for compliance with these provisions.

We are not responsible for any actions taken or undertaken by you or persons associated with you in relation to the content and data provided. If you submit content to us, you are responsible for ensuring that it does not violate the rights of third parties. You agree to indemnify Nyord on first demand against any claims arising from such infringements and to reimburse Nyord adequately for any claims relating to such infringements, in particular the costs of legal prosecution.

You must check all data for viruses or other harmful components before storing or using it in the Software and take appropriate measures (e.g., antivirus programs) in accordance with the state of the art. You are responsible for regularly making appropriate data backups.

We reserve the right to use the data you provide in an anonymized form to improve our service and software. You expressly agree that we may use your activities and content in an anonymized form to continuously improve our software and services. We also reserve the right to publish anonymized results of our analyzes and interpretations.

We also reserve the right to use your content in a limited, non-anonymous manner to operate our Software. For example, we may store, display, modify, edit, transmit, analyze, track, repackage, and reproduce your data. We may also work with partners and third-party service providers. This allows us to guarantee the full scope of our Software and provides you with a unique user experience in which all users can interact and collaborate. At your request, we may also access your information directly, for example, to perform technical maintenance or content review.

We reserve the right to use the services of third parties, as well as their know-how and other technologies, in order to make our Software available to you. This includes, without limitation, payment service providers, email service providers, web hosting providers, user authentication, and others. These mandatory third-party services may be subject to their own terms and conditions in the form of general terms and conditions and privacy policies that apply in addition to our Terms of Use. You can rely on us to select established and secure service providers when working with third parties. We assure you that we have entered into written agreements with all third party service providers that require them to comply with the applicable privacy and data protection laws at a level of protection no less than our own. You can find out which vendors collect what information by reviewing our Privacy Policy

As part of your use of our Software, you may also voluntarily link some content, accounts, or workspaces to third-party services. If you choose to link content, accounts, or workspaces to a third party service, we are not responsible for what those third parties do with that content. Therefore, we cannot control or be liable for what happens to your data and we cannot ensure that the third party will not engage in any unauthorized use, disclosure, loss, alteration, or deletion of any or all of that content, account or workspace. Please ensure that you are aware of and accept the terms and conditions of the third party providers.

We may use and share feedback and anonymized data resulting from the use of our Software, without further right or claim, to improve our Service and Software.

The use of your data is always subject to applicable privacy and data protection laws. You can read more about this in our Privacy Policy.

5. Our Software

5.1. Your account

To use our Software, you must create an account and register with a username and password. You must provide a valid email address that is unique to you. Your information must be current and complete. If your information changes, you will update it promptly.

In order to use our software, you must have a master account through which the contractual details are managed and processed. In addition, each user of the software needs his own account, which is assigned only to that person. However, contractual services are provided only between the contracting party who creates the master account, and us. There is no contractual relationship between user accounts and Nyord. User accounts are for the sole purpose of organizing and using the Software.

By registering, you acknowledge that you are responsible for all activities that occur under your account. 

We assume that all information we receive about your account comes from you or people associated with you. If you are an administrator or making decisions on behalf of a company or organization, you confirm that you are authorized to do so and that we can rely on your instructions.

By creating an account, you confirm that you are of legal age, that you have read and understood the Terms of Use, and that you are acting as an authorized representative of your company or as a business owner.

5.2. Access data

You must protect and store the access data sent to you in accordance with the state of the art in order to prevent access by third parties. You shall ensure that the Software is used only within the contractually agreed scope. Unauthorized access must be reported to us immediately. 

5.3. Software features

We offer you various features to achieve the purpose of our Software. Not all features are available to all users. The number and availability of features depend on the plan you have chosen. Please refer to our Subscriptions Agreement for more information.

6. Guarantee

Insofar as the service offered by us relates to rental law, the warranty provisions of rental law (§§ 535 ff. BGB) apply. You must notify us immediately of any defects. We exclude the warranty for only insignificant reduction of the suitability of our service. We also exclude liability without fault according to § 536a para. 1 BGB (German Civil Code) for defects that already existed at the time of conclusion of the contract, as long as these are not so-called cardinal obligations.

The availability and access to our Software and individual features are governed by our Service Level Agreement.

7. Liability

7.1. Intent and negligence

We are fully liable for intent, gross negligence, and culpable injury to life, body, or health.

In addition, we are liable for minor negligent breaches of duty only in the case of breaches of material contractual obligations, i.e., obligations whose fulfilment makes the proper execution of the contract possible in the first place or whose breach jeopardizes the achievement of the purpose of the contract and on whose fulfilment you may regularly rely, but limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.

Any further liability is excluded. In particular, we are not liable for lost profits, business or operational disruption, or the loss, failure, or diminution of business opportunities resulting from your use of or reliance on our Software. We are not responsible for user-generated content and assume no liability for, among other things, the accuracy, authenticity, security, and functionality of the data provided by users.

7.2. Force Majeure

We shall not be liable for and failure or delay in performance due to circumstances beyond our reasonable control, including, without limitation, events of force majeure, war, riot, embargo, acts of civilor military authorities, fire, flood, accident, pandemic, epidemic or other comparable disease or illness, failures of equipment and/or software failures and/or telecommunications, power failure, network failure, failure of third party providers (including internet service providers) (collectively “Force Majeure”).The fulfilment of these Terms and Conditions shall then be suspended for as long as such event prevents the fulfilment of the respective obligations under these Terms and Conditions. 

7.3. Other provisions

The foregoing limitations of liability shall not apply to liability under the Product Liability Act (Produkthaftungsgesetz) or within the scope of guarantees assumed in writing.

The foregoing provisions of this Section 7 shall also apply in favor of our employees, representatives, organs and agents.

8. Defects in title; Indemnification

We guarantee that our Software does not violate the rights of third parties. We will indemnify you against any claims of third parties due to infringement of intellectual property rights for which we are responsible in connection with your contractual use of our Software upon first request and reimburse the costs associated with appropriate legal defense.

You agree to notify us immediately of any asserted against us by third parties arising out of your contractual use of our Software, and you agree to grant us all necessary powers of attorney and authorities to defend ourselves against such claims.

9. Payment and pricing

The use of our software as a trial version is generally free of charge. However, if you wish to access additional functionalities or users, we offer you the option to upgrade to a paid plan for a monthly fee.

Please refer to our Subscriptions Agreement for the costs and terms of the plans we offer. 

10. Conclusion of the contract, contract duration, cancellation, termination and expiration

10.1. Conclusion of the contract

All information presented on our website constitutes an invitation to you to submit an offer (invitatio ad offerendum). By confirming the terms and conditions during the order process, you are making a binding offer to conclude the contract (Offer). The contract is only concluded upon receipt of our confirmation, which is sent to the email address provided by you (Acceptance).

In addition to using the order form on our website, you can submit an offer in writing, by telephone, or electronically (in particular by e-mail). A confirmation of receipt of the offer (Acknowledgment of Receipt) does not constitute acceptance.

The contract is concluded with the company or entrepreneur (Unternehmer). By submitting the offer, you confirm that you are authorized by the company to enter into the contract.

10.2. Contract duration

The contract comes into effect upon our acceptance of the offer and is concluded for a term of one month. At the end of the term, the contract is automatically renewed for a further month unless the contract is cancelled at the end of the respective contract term.

10.3. Ordinary termination

The contract can be terminated with due notice at the end of the respective contract term as described in 10.2. The right to terminate without notice for good cause remains unaffected.

After termination, we will restrict your access to and use of the Software. Please ensure that you have secured important data and documents before the end of the term. 

10.4. Special right of termination

We grant you a special right of termination, allowing you to terminate the contract at anytime without notice.

You may exercise this special right of termination if we modify our Software and thereby remove essential functions that were of decisive importance for the conclusion of this contract and if this results in a significant impairment of your legitimate interests.

10.5. Extraordinary Termination

The contract may be terminated for cause. An important reason for termination is, in particular, the intentional or negligent breach of an obligation under these Terms and Conditions, so that the continuation the contract is no longer reasonable. This includes the incorporated conditions and principles according to Section 13.

10.6. Additional provisions

The contract shall be deemed terminated upon receipt by us of notice of termination. Notice may be given in writing to our business address or electronically by e-mail to: hello(at)nyord.io or our contact details given under A. Preamble.

Alternatively, termination may be made by using the termination function in our software, which has the same effect as the termination by e-mail.

11. Data protection, privacy and confidentiality

You agree to comply with the applicable data protection and privacy laws that apply to you.

We also commit to comply with the applicable data protection and privacy laws that apply to us. As part of the provision of our Services, we will have access to your personal data, so the commencement of processing depends on the conclusion of an appropriate data processing agreement in accordance with Art. 28 GDPR. By accepting these terms, you agree to the terms of the Data Processing Agreement. You may not accept these terms if you do not agree to the data processing agreement.

We will process your personal data only in accordance with the terms of the data processing agreement and your instructions. All our employees who have access to personal data are obliged to comply with the requirements of Art. 28 (3) lit. c in conjunction with Art. 32 (4) GDPR.

We commit to maintain confidentiality regarding all confidential information (including trade secrets) of which be become aware in connection with these Terms and their implementation, and not to disclose, transfer or otherwise use such information to any third party. Confidential information is information that is marked as confidential or whose confidentiality is apparent from the circumstances, regardless of whether it has been communicated in written, electronic or other embodied form or orally.

The confidentiality obligation does not apply if we are required by law or by final or legally binding administrative or judicial decision to disclose the confidential information. We agree to adopt a policy with all employees and subcontractors that is identical in content to the preceding paragraph.

12. Use of logos and names

You grant us a non-exclusive, perpetual, unrestricted right to use your company logo and company name for promotional purposes in all media and communication channels (including, but not limited to, print media, online platforms, social media and events). This use includes the right to reproduce, distribute, make publicly available, display, perform, broadcast, translate, and edit your logo and company name. We will consider your legitimate interests and not use the materials in a manner that violates decency and good morals.

You may object to our use of your logo and company name at any time and for any reason. The objection must be sent in writing by e-mail or letter to the contact details given under A. Preamble. In the event of an effective objection, we agree to immediately stop using your logo and company name for advertising purposes and to remove or make unrecognizable any existing advertising materials containing the logo or company name.

13. Incorporated terms and policies

These Terms and Conditions also include the following additional terms and policies ("Additional Terms"), which have the same legally binding effect as these Terms and are incorporated herein by reference. In the event of any conflict between the Additional Terms and these Terms, the more specific Additional Terms shall take precedence.

The terms also include:

●     The Subscription Agreement, B.

●     The Service Level Agreement, C.

●     The Support Agreement, D.

●     The Community Guidelines, E.

14. Amendment of terms

We reserve the right to change these Terms and the Additional Terms at any time. In accordance with the applicable legal obligations, we will, of course, notify you of any changes and, where necessary, ask for your consent. Your consent is not required if unforeseeable changes or loopholes in the Terms occur at the time of the conclusion of the contract, the subject matter of the contract is disturbed, and you are not disadvantaged by  the change.

15. Final provisions

Should any provision of this contract be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provisions shall be replaced by a valid and enforceable provisions that most closely reflects he meaning and economic purpose as well as to your and our intentions at the time of conclusion of the contract. The same shall apply in the event of a loophole in the contract.

There are no oral or other written collateral agreements not listed in these Terms and Conditions do not exist. Amendments to these terms and conditions must be made in writing.

All definitions include both the singular as well as the plural.

Equality for all people is important to us.If we do not use gender-neutral terms in the context of our Terms, this naturally includes all people.

German law applies to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980.

The German version of the terms and conditions and the annexes to these terms and conditions shall apply. Versions in other languages are not legally binding and are for information purposes only.

The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Berlin (Tempelhof-Kreuzberg).

B. Subscriptions Agreement

1. General

This Subscription Agreement (SSA) applies in addition to the Terms & Conditions.

This SSA governs which plans ("Tiers", "Levels", "Rates", "Price Levels”, “Packages”) we offer with what functionality, and how many users have access to the Software.It also governs the payment terms for the plan you have selected, when it is due for payment, ("Subscription") and when we may make changes to the features of your plan.

2. Plans

We offer our Software at four levels:

●     Starter,

●     Growth, and

●     Professional, and

●     Enterprise. 

Each level has its own pricing and feature model.You can view current pricing and the feature set at any time on our pricing page at: https://www.nyord.io/pricing. The price you pay depends on the plan you choose.

Plans differ

●     in the number of Users who have access to our software

●     in the number of available Workspaces, and

●     in number of Experiments a customer can run at the same time.

The price shown in the booking confirmation is based on a simple calculation model that you can check at any time. The price applicable to you is the one indicated in the binding confirmation sent by us. If, due to a technical or human error, the price shown on the booking confirmation is incorrect, the actual intended price will apply, as calculated in accordance with our pricing page. In addition to your monthly subscription price, you maybe charged for certain additional services that are provided to you individually only during the billing month.

The features listed in this clause are the main features of our software unless otherwise stated.

2.1. Starter Plan

Use of our software is generally subject to the Starter Plan. This level underlies all other levels and represents the basic range of functions. The fee to be paid is calculated monthly and is based on the Starter Plan you have chosen. 

The Starter level includes the following features:

●     Up to 25 users,

●     1 workspace,

●     3 experiments to run at any given time, and

●     All features to improve the collaboration of your team, as they appear at https://www.nyord.io/pricing.

2.2. Growth Plan

In order to reach the full potential of your team or organization, this level is designed for teams in constant need of transformation and growth. The fee to be paid is calculated monthly and is based on the Growth Plan you have selected.

In the Growth level, the following additional functions are available to you compared to the Starter plan:

●     Up to 50 users,

●     Up to 3 workspaces,  

●     Up to 6 experiments to run at any given time, and

●     Advanced features and support for improved collaboration and management, as they appear at https://www.nyord.io/pricing.

2.3. Professional Plan

This is our plan for larger organizations that want to involve everyone in a collaborative effort. The fee to be paid is calculated monthly and is based on the Professional Plan you have chosen.

In the Professional level, the following additional functions are available to you compared to the Growth plan:

●     Up to 100users,

●     Up to 5workspaces, and

●     Up to 15experiments to run at any given time, and

●     Advanced features and support for improved collaboration and organization, as they appear at https://www.nyord.io/pricing.

2.4. Enterprise Plan

This is our most comprehensive package for large organizations with high demands on co-creative and collaborative problem solving and decision making. It consists of enterprise-level features and functions and is designed for organizations that need more than the Professional plan offers. The fee to be paid is calculated monthly and is based on the individual agreement made with you.

2.5. Additional Services

You may have access to additional services for certain billing months. These additional services are subject to change and there is no entitlement to their permanent provision. A booked additional service can only be guaranteed for the respective additional billing period.

Examples of additional services are:

●     Increased number of Users,

●     Increased number of Workspaces,

●     Increased number of Experiments, or

●     Use of other additional features

e.g., for only one month.

An overview of the additional services we offer can be found at https://www.nyord.io/pricing. We reserve the right to initially not offer any Additional Services, to no longer offer certain or all Additional Services, or to introduce further Additional Services.

2.6. Changing  your subscription

If you need, for example, more Users, Workspaces, number of Experiments, or other features, you may upgrade to a higher plan ("Upgrade") at any time. A higher plan includes the next higher subscription level. Upgrading does not change your original cancellation period, so it does not automatically renew your contract. 

You can only downgrade to a lower level at the end of your current contract term.

3. Free trial

We offer new customers a free 14-day trial period to try out our Software. This free trial period begins when you first register and create your account. During the free trial period, you will have access to all the features of the software available under your chosen plan

At the end of the free trial period, you will need to sign up for a paid subscription and provide your valid payment information, such as your credit card details, in order to continue accessing our software. If you chose not to purchase a paid subscription and do not provide your payment information, your access to our Software and related features will be limited or disabled.

Each customer is entitled to a free trial period only once. If, after the free trial period has expired, you create another account to take advantage of the free trial period again, we have the right to block your access to our Software for the newly created account.

4. Payment

4.1. Billing and discounts

Our billing for paid plans is generally monthly in advance. You may also choose to pay annually in advance, in which case we may offer you an appropriate discount. There is no legal entitlement to these or any other discounts we offer, and we reserve the right to adjust or withdraw our discounts at any time. In certain individual cases, we may agree with you to provide our software in advance.

Payment will always be due at the beginning of a billing period. The billing period is determined by the payment method you choose. The billing period begins on the date your subscription begins. The start of your subscription is determined by our acceptance of the offer, see Terms & Conditions,  Section 10.2. For monthly payments, the billing period ends on the same day (or the day closest day) of the following month, for annual billing on the same day of the following year. § 188 para. 3 BGB applies accordingly.

Additional billing according to Section 2.5. is always due in addition to and within a monthly billing period according to this Section 4.1.

If you upgrade during a billing period, the amount to be paid will be calculated pro rata for the period of the billing period. The price for the entire remaining billing period is due immediately and must be paid in advance.

4.2. Duration of the contract

The contract is concluded for a period of one month. At the end of the term, the contract is automatically renewed for another month if the contract is not cancelled at the end of the respective contract term. For details on termination, see the Terms & Conditions sections 10.3 to10.6.

4.3. Authorization to charge your credit card

By purchasing a subscription, you agree to recurring billing and authorize us, or a third party authorized by us, to charge your credit card in accordance with the billing period, subscription, and price.

You agree that any changes to a subscription during a billing period will automatically be reflected in the next submitted invoice and credit card charge.

4.4. Transaction and Bank Fees

Our price already includes the cost of transaction fees to our transaction service provider. We use Stripe (Stripe Payments Europe, Limited (SPEL)) as our Payment Service Provider to process payments. By using our Services and paying through Stripe, you agree to Stripe's terms of use and privacy policy, which can be viewed on their website (https://stripe.com).

Our prices do not include bank and/or credit card fees. Any bank and/or credit card fees in addition to the transaction fees charged by our transaction service provider are your responsibility.

4.5. Refunds

Subscriptions purchased are non-refundable, except where required by law or expressly agreed by us.

4.6. Default

At the end of the free trial period, you must enter your credit card details and immediately charge your card with the payment then due in order to continue using our software.

If the payment is not successful, e.g., if it is declined, we will give you 14 days by to pay the invoice. After the 14 days you will receive a first reminder. If we do not receive the payment within seven days of the first reminder, we will send you a second reminder. If payment is not received within four weeks of the original due date, we reserve the right to temporarily suspend your access to our service until the outstanding balance is paid.

We reserve the right to charge late fees and reminder fees as required by law.

4.7. Taxes

All prices are exclusive of taxes (in particular VAT), which may be added to the price depending on the applicable law and the location and type of business.

For companies from third countries (non-EU countries), we do not charge VAT. For companies located within the EU, we will either charge VAT at the applicable rate for the location of the company, or the reverse charge procedure will apply.

You are responsible for the proper payment of your taxes.  

5. Changes to your subscription

We reserve the right to change our prices, the features, and the scope of our software at any time, see also section 2.4 of the Terms & Conditions. If the adjustment results in the loss of essential functions of the Software and if this affects your essential interests, you have a special right of termination in accordance to Section 10.4. of the Terms.

Adjusted prices for active subscriptions will be effective no earlier than the billing period following the date of the price change.

6. Final provisions: Offset of claims 

You may only offset our claims against claims that have been legally established or acknowledged by us.

C. Service Level Agreement

1. General provisions

This Service Level Agreement (SLA) shall apply in addition to the General Terms and Conditions. The subject matter of this SLA is the definition of performance parameters ("Service Levels") for measuring and controlling the quality of the provision of our Software.

This SLA regulates the functionality and availability of our software as well as access to it and its individual features. In particular, this SLA governs the guaranteed availability and the permitted downtime ("Uptime"), as well as unplanned downtime ("Downtime"), the compensation for unplanned downtime through credits ("Credits"), and the permitted upper limit ("Cap").

Our services under this Service Level Agreement will not be compensated separately.

2. Availability: Uptime and downtime

2.1. Uptime

Uptime is the time during which you can use all major features of our Software. Maintenance periods (Clause 8.) and periods of downtime within the agreed time frame for rectifying faults ("Acceptable Repair Time", Section 7.) are considered as Uptime. Allowable unplanned downtime also counts as Uptime. Our or our partner services' data center metrics will be used to demonstrate Uptime.

The Uptime is guaranteed at the handover point. The handover point is the router exit of our or our partners’ data center.

Uptime is measured in economically rounded minutes.

2.2. Downtime

Downtime is the period of unplanned, significant unavailability such that the essential functions of our Software as defined in Sections 2.1 through 2.3 of the Subscription Agreement is no longer usable by you. Minor disruptions are not included in the calculation of Downtime and are counted as Uptime.

The Downtime is calculated as follows:

D = A - B - E

where

D is the downtime in minutes,

A is the actual total time without access to our software or features in minutes,

B is the allowable repair time, and

E is the allowable unplanned downtime in minutes.

3. Reporting of outages

You must report outages to us immediately at the contact information listed in the Terms & Conditions. We can guarantee the processing of the incident report and the work to restore access to our software or its features from Monday to Friday (excluding national holidays) between 7:00 a.m. and 8:00 p.m. German time, CET/GMT+1, ("Service Times"), unless otherwise agreed with you individually.

We will respond to your incident report in accordance with the Terms under Section 5 of our Support Agreement.

4. Plans

Our software is offered in different plans from free to paid (“Tiers”, “Levels”, “Rates”, “Plans”, “Packages”). The individual plan levels are divided into: Starter, Growth, Professional, and Enterprise. For more details about our plan levels, please see our Subscriptions Agreement.

The different plan levels have different fault handling policies.

5.Compensation for unplanned downtime: Credits

5.1. Eligibility for credits

If you subscribe to a paid plan as described in Section 4, you are entitled to credits in the event of downtime. The credits will serve as compensation for the unplanned downtime. They are issued for each individual downtime event and cannot be accumulated for multiple causes of the same downtime event.

Credits will only be issued for downtime in the sense of a failure of our software, which is subject to the rental law according to Section 1 of our Terms & Conditions.

We cannot guarantee uptime for free plans, so no credits are available for free plans.

One credit is equal to one rounded full Euro.

5.2. Calculation of credits

The number of credits is calculated according to the following formula:

C = N x P x D / M

where

C is the number of credits,

N is the multiplier,

P is the monthly price or, in the case of an annual payment, the price corresponding to each month of the subscription,

D is the downtime in minutes, and

M is the corresponding minutes of the month in which the downtime occurs.

Example calculation:

For a downtime of 500 minutes in the month of January (31 days), a multiplier of 20, and a subscription price of 100 €/month, the formula is as follows:

23€ = 20 x 100€ x 500 / 44,650

In this case, you would be entitled to a credit of 23€.

5.3. Cap

The monthly number of credits may not exceed the amount of a cap and is equal to the maximum of this cap per month. The cap is the respective monthly price or, in the case of annual payment, the price corresponding to the respective month of the subscription (P).

5.4. Offsetting credits

Credits may be applied against the next or subsequent invoice up to the applicable cap. Credits are not payable and do not entitle you to a refund or any other payment from us.

If you earn credits immediately prior to terminating your contract with us and do not receive any further invoices from us, we will calculate the credits with your last invoice. If a positive balance remains at the end of your contract period, you will be entitled to the payment of that balance.

5.5. Use and expiry of credits

To have your credits applied to your next or subsequent invoice, you must send us a message to our contact details listed in the Terms & Conditions. Your message must specify the period of downtime and describe the nature of the disruption in a clear and comprehensible manner, and must include appropriate supporting documentation.

Your credits will expire if you do not notify us within 30 days of the resolution of the outage that you wish to apply them to your next or subsequent invoice.

If you do not notify us of a disruption in accordance with Section 3, we will not be able to provide you with any credits.

6. Warranty for our individual packages

6.1. Starter

For the Starter Plan, we guarantee you an uptime of: 90% per month.

The allowed unplanned downtime (E) is therefore: 10%of M.

The multiplier (N) is: 10.

Example: In the month of January, we guarantee you a total availability of 40,176 minutes.

6.2. Growth

For the Growth Plan, we guarantee you an uptime of: 90%per month.

The allowed unplanned downtime (E) is therefore: 10% of M.

The multiplier (N) is: 20.

Example: In the month of January, we guarantee you a total availability of 40,176 minutes.

6.3. Professional

In the Professional Plan, we guarantee you an uptime of: 95% per month.

The allowed unplanned downtime (E) is therefore: 5% of M.

The multiplier (N) is: 50.

Example: In the month of January, we guarantee you a total availability of 42,408 minutes.

6.4. Enterprise

In the Enterprise Plan, we guarantee you an uptime of: 95% per month.

The allowed unplanned downtime (E) is therefore: 5%of M.

The multiplier (N) is: 100.

Example: For the month of January, we guarantee you a total availability of 42,408 minutes.

7. Allowable repair time

7.1. Severe interruptions

Severe interruptions are those interruptions that make it impossible to use the software as a whole or a major function of the Software.

We will repair a critical incident leading to a severe interruption within 2 hours of receiving your incident report, even outside of service hours as defined in Section 3, provided the report is made within our service hours. We will notify you immediately if we are unable to repair the failure within 2 hours.

The maximum repair time for severe interruptions are 2 hours.

7.2. Other significant interruptions

Other material disruptions are those disruptions that affect primary or secondary functions of the Software, but the Software itself or the primary or secondary functions continue to be usable. Other material disruptions also include those that are not of a minor nature.

We will repair other material disruptions within a maximum of 12 hours of receiving your outage report during business hours. We will notify you immediately if are unable to repair the outage within 12 hours.

The maximum repair time for other significant faults are 12 hours during business hours.

7.3. Minor disruptions

We reserve the right to resolve minor faults at our discretion.

8. Maintenance times

Regular maintenance is part of the operation of our software. For example, we may perform maintenance to correct minor malfunctions, to improve features and the Software itself, to comply with legal requirements, or to update security. It may be necessary to restrict your access to the Software or individual features for a short period of time.

We will notify you of maintenance periods in a timely manner so that you can adequately prepare for them. We may notify you in writing, by e-mail to the contact address we have on file for you, or by a message within the Software itself.

To the extent possible, we will not perform maintenance during your business hours as defined in Section 2.4 of the Terms & Conditions.

9. Exclusion

Subject to Section 7.2 of the Terms & Conditions, we can only be held responsible for faults caused by us. We have no control over certain circumstances and cannot accept liability for disruptions in these cases. In such cases, please contact the party responsible for the disruption.

If the disruption is caused by a violation of our policies, in particular Section 3 of our Community Guidelines, we will only be liable for causing the disruption to the extent that it would have occurred in the absence of the violation.

10. Customer support

We want you to be satisfied with our software. That is why we do our best every day. In accordance with Section 2.3 of the Terms & Conditions, we have established support for you, to contact if you experience any problems. The support we provide depends on the plan you have purchased. You can find more information about our support in our Support Agreement.

11. Final provisions

Any other legal claims you may have against us shall remain unaffected by this provision. 

D. Support Agreement

1. General provisions

This Support Agreement (SPA) is in addition to the General Terms & Conditions.The subject of this SPA is the regulation of response times and the conditions under which we provide certain support services ("Support"). 

The provision of Support is free of charge unless otherwise agreed upon.

2. Plans

Our Software is offered in various plans ranging from free to paid ("Tiers", "Levels", "Rates","Plans", “Packages”). The individual plan levels are divided into: Starter, Growth, Professional, and Enterprise. For more details about our plan levels, please see our Subscriptions Agreement.

Our support services are subject to different terms and conditions for each level.

3. Support options

We offer several support options. These are divided into e-mail, chat, phone, and personal support.

3.1. Email support

You can send your support requests and problems at any time to our contact addresses listed in the Terms & Conditions at any time. We will respond in accordance with this Support Agreement using the same contact method.

3.2. Chat support

We may offer you the opportunity to contact us via chat. Either one of our support representatives or a computer-based chat program will assist you.

3.3. Phone support

We offer telephone support for specific inquiries. You can call us during our service hours or at other times as agreed. Of course, we can also contact you by appointment.

3.4. Personal support

We also offer personal support to some of our customers. This can be provided by a Nyord employee either through a face-to-face meeting or a video call.

4. Guaranteed support for individual plans

4.1. Support for Starter Plan

Feel free to contact us at any time with questions and problems. We will do our best to find solutions to your inquiries as quickly as possible. For the Starter Plan we will provide online support via e-mail or chat during our business hours, weekdays from 7:00 a.m. to 8:00 p.m.German time, CET/GMT+1.

4.2. Support for Growth Plan

The Growth Plan includes a higher level of support than the Starter Plan. We will respond within 24 hours according to our service hours as per Section 3 of the Service Level Agreement. We will provide priority support by e-mail, chat, and phone during our business hours, unless otherwise agreed.

4.3. Support for Professional Plan

In the Professional Plan, you can contact us by any means at any time. We will respond to your message in less than 2 hours during our business hours (weekdays from 7:00 a.m. to 8:00 p.m. German time,CET/GMT+1) and in less than 24 hours outside or our business hours. In addition, we will provide you with a personal contact person. You can request support from this contact person for support by e-mail, telephone, or in person.

4.4. Support for Enterprise plan

Support for the Enterprise Plan goes beyond the level of the Professional Plan and is individually agreed with you.

4.5. Additional support

In addition to the support options listed here, we can provide additional services such as training, coaching, and software setup. These additional support services will be negotiated separately with you if required. 

5. Support for Outages

Notwithstanding your plan and the response times specified in Section 4, we offer separate response times for paid plans in case of outages or disruptions.

5.1. Major interruptions

For major interruptions as per Section 7.1. of the Service Level Agreement, we will respond to your incident report as defined in Section 3 of the Service Level Agreement ("Disruption Report") during our business hours within 1 hour of receiving the report. 

5.2. Other significant interruptions

For other major incidents as per Section 7.2. of the Service Level Agreement, we will respond to your incident report during our business hours within 2 hours of receiving the report.

5.3. Minor interruptions

For other minor disruptions as per Section 7.3. of the Service Level Agreement, we will respond to your incident report during our business hours within 12 hours of receiving the report.

6. When you don't receive a response from us

There are several reasons why may not receive a response from us. The most common reason is that our reply email has ended up in your spam folder. Be sure to check your spam folder as well.

In addition, some email providers use filtering techniques to prevent unwanted emails such as spam, phishing attacks, or virus-infected emails from entering your inbox. In rare cases, these filters may be set too aggressively and block our emails. Make sure the filters are set correctly and contact your provider or system administrator if necessary.

We cannot contact you if we have no or incorrect contact information. Please make sure you always provide us with your current contact information.

Please understand that not every email requires a response. Although we read every email carefully, we cannot guarantee that we have enough resources to respond to every single email. So, if you send us suggestions for improvement, ideas, or feedback, you can be sure that we will take note of it, even if you don't receive a response from us.

7. Final provisions

Any other legal claims that you may have against us are not affected by this policy.

E. Community Guidelines

1. General provisions

These Community Guidelines (CGL) apply in addition to the General Terms & Conditions. The subject matter of these CGL is the regulation of interactions between you and other users of our Software, through, with, and/or using our software. You must ensure that all users comply to these guidelines. 

2. Rules of conduct

The use of our Software is subject to certain rules that all customers and users must follow. You must not use our Software and Services to:

●     if your conduct constitutes a violation of the law, in particular if you violate the personal and/or privacy and data protection rights of any person;

●     store, share, or transmit files, media, data, text, audio, video, images, or other content that infringes the intellectual property rights of others;

●     by unlawfully interfering with our Software or by lawfully inputting data or information that causes the output of information to become unlawful;

●     by processing data or information on behalf of or for a third party that does not represent the organization that you told us you work with or for;

●     impersonate someone else, create the impression that you are someone else, or provide misleading information about the identity of the account and/or user being used;

●     by accessing the accounts of other users without authorization;

●     modify, adapt, hack, or otherwise attempt to gain unauthorized access to our Software or related systems or networks;

●     send unsolicited or unauthorized messages, in particular, you may not distribute harassing and/or illegal messages, spam messages, or offers for illegal content or pyramid schemes;

●     distribute content that may be discriminatory in any way, in particular, you may not distribute content that constitutes favoritism, offensive language, or abuse, exclusion, and offensive behavior based on gender, ethnicity, religion, race, color, belief, sexuality, gender identity, socioeconomic class, caste, religion, national origin, age, disability, or sexual orientation; in particular: sexism, racism, colorism, homophobia, biphobia, inter- and transphobia or -hostility, Antisemitism, Islamophobia, fascism, ageism, handicapism, dis- and ableism, and other and/or intersectional forms of discrimination;

●     using technical or de facto means to circumvent our terms;

●     by interfering with and/or disrupting the integrity or performance of our Software or Services and any component thereof;

●     develop other tools using the resources of our Software, especially those that correspond to our Software;

●     commit crimes against the StGB (German Criminal Code), international law, in particular international criminal law, or other norms applicable as subsidiary criminal law using the resources of our software.

In addition, you may:

●     use our software only for internal use within your organization and may not license, sublicense, sell, resell, rent, transfer, stream, distribute, share, print or otherwise disseminate and/or commercially exploit it;

●     not decrypt, decompile, reverse engineer, analyze development, or otherwise disclose or examine our source code;

●     not use any technical means such as bots or other automated devices, programs, algorithms, methods, or manual processes to access, acquire, copy, or monitor content or transmit any materials, documents, or information through any medium that has not been authorized and intended by us.

3. Permitted scope of use

Any use of our Software beyond the authorized scope of use is not permitted. Abuse of the scope of use granted by us is not permitted.

The permitted scope of use, in particular with regard to services offered and mentioned by us, which guarantee an unlimited, infinite, or comparable scope of use, is only a fair and customary scope of use. Unusual use shall be assumed in particular if there is a disproportionately high and unusual extent of use compared to similar customers.

In the event of unauthorized use, we reserve the right to reasonably modify your use and access to our Software and its features to return you to authorized use.

You are free to prove to us that your use is fair and customary or that other measures are at least equally suitable and appropriate to restore the permitted use.

4. Intellectual Property Rights

Our Software, including all copies thereof, is copyrighted. You acknowledge that all rights, including translation rights, patents, trademarks, copyrights, and other intellectual property rights, in our Software and any part thereof are vested in us or our partners.

5. User obligations

You have a duty to report to us any facts you know or become aware of that indicate a violation of our Terms. You may report the violation to us using the contact information listed in our Terms & Conditions.