Terms and conditions

1. General, scope of application

1. These General Terms and Conditions ("GTC") of Scoria Labs GmbH (hereinafter "GmbH") apply to all business relationships between the GmbH and the Contractual Partner (hereinafter referred to as "Customer"). The Customer is anyone who, within the meaning of the § 14 of the German Civil Code (BGB) is an entrepreneur, a legal entity under public law or a special fund under public law within the meaning of § 310 para. 1 BGB or is a non-entrepreneur. These GTC also apply to non-entrepreneurs insofar as they do not contradict explicitly legally guaranteed rights of non-entrepreneurs. In such cases, the relevant part of these GTC is replaced by statutory regulations, with the remainder of these GTC remaining unchanged. All services provided by the GmbH are hereinafter referred to as "Product".
2. Any deviating, supplementary or conflicting General Terms and conditions of the customer shall not become part of the contract, even if the GmbH is aware of this and its application in the individual case does not object separately, unless the GmbH has expressly agreed to in writing or in text form. Silence does not constitute consent.
3. Individual agreements made with the customer (including ancillary agreements, supplements, and amendments) in individual cases always take precedence over these GTC. For the content of such agreements, a written contract or written confirmation by the GmbH is required, subject to proof to the contrary.
4. The customer shall be notified of changes to the GTC in writing and shall be deemed to have approved them if the customer does not object to the change in text form within the meaning of Section 126 b BGB. The customer will be informed of the consequences when the changes are announced. The customer must object to the changes in writing within six weeks of notification.
5. These GTC shall also apply to future business relations, even if they are not expressly agreed again.
6. The GmbH provides its products exclusively for its customer. Third parties are included in the protection/service area only if this is expressly agreed upon contractually.
7. References to the validity of statutory provisions are for clarification purposes only. Therefore, the statutory provisions apply even without such clarification, insofar as they are not directly modified or expressly excluded in these GTC.

2. Conclusion of the contract and subject matter

1. The presentation of the products on the website does not represent a legally binding offer, but only an invitation to order.
2. The contract is concluded when the GmbH accepts the customer's order by sending an order confirmation via email immediately after receiving the order.
3. The GmbH is authorised to accept this offer within three weeks by confirming the order. Acceptance may be declared in writing, in text form, in electronic form or by delivery of the products to the customer or by commencement of performance. The receipt of the declaration of acceptance by the customer is decisive for the timeliness of the acceptance.
4. The subject matter of the contract shall be all of the Products, in particular CaptchaFox service plans. For the scope of the contractually owed services from the concluded IT service contract, the order confirmation of the GmbH, including these terms and conditions, is authoritative.

3. Prices, terms of payment

1. The service of the GmbH is provided at the prices stated on the product pages, which also include the other price components.
2. The prices at the time of the conclusion of the contract apply. The statutory value-added tax is not included in the prices; it will be shown separately on the invoice on the day of invoicing. Gross prices, including VAT, are stated for consumers.
3. For products contracted for a specified period, such as annual packages, this period is considered the minimum contract term. During the minimum contract term, the contract remains in force for the entire duration of the minimum contract term.
4. The customer has the option to conclude a seven-day trial period by providing a valid payment method. No fee will be charged for this period. Three days before the end of the trial period, the customer will be notified by email and can choose to cancel or pay. If the customer decides to cancel, their account will be deleted without any charges to the payment method.
5. Payment is made by credit card or, alternatively, for enterprise customers by direct debit or bank transfer.
6. Unless expressly stated otherwise in the order confirmation has been agreed, the entire remuneration shall be paid within fourteen (14) days from the invoice date and without any deduction exclusively to the account named in the invoice. The date of payment is determined by the receipt of payment by the GmbH.
7. Upon expiry of the above payment period, the customer is in default, even if they are not responsible for the delayed payment. If the customer is in default, the GmbH is entitled to charge the customer a reasonable fee of €5.00 for each reminder, unless the customer proves that the actual costs incurred are lower. In the event of default, the statutory provisions apply, with the GmbH expressly reserving the right to prove and claim higher default damages. For merchants, the claim to commercial maturity interest (§ 353 HGB) remains unaffected. If partial payment is agreed upon and the customer is in default with a partial payment, the GmbH is also entitled to suspend further performance until full payment of the outstanding amount. If the customer is in default, the GmbH, without prejudice to further claims and rights, is entitled to terminate any existing deferral agreement extraordinarily and to demand immediate payment of all claims. The right to terminate the contract remains unaffected.
8. The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognized by the GmbH. In addition, they are entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship and has been legally established, is undisputed, or has been recognized by the GmbH.
9. For foreign orders, cash payments in EURO must be made to the specified payment office. Costs charged by the payment office to the GmbH must be reimbursed by the customer.
10. If the customer exceeds the maximum number of requests available to the service plan, the GmbH reserves the right to transfer the account to a higher service plan or cancel it after consultation with the customer.
11. It is prohibited to use a non-commercial service plan for commercial purposes. Companies are obliged to subscribe to a commercial service plan. In the event of unauthorised use, the GmbH reserves the right to transfer the account to a higher service plan or cancel it after consultation with the customer.

4. Warranty, liability, guarantees

1. The GmbH shall endeavor to ensure the highest possible availability of its services to the best of its ability. Nevertheless downtimes or interruptions cannot be ruled out. The GmbH does not assume any explicit or implicit warranty and Liability with regard to the constant and uninterrupted Availability of their services.
   1. The customer acknowledges that technical disruptions, maintenance work, unforeseen events, or other reasons may lead to temporary impairments or outages of services. The GmbH will endeavor to keep such interruptions to a minimum and announce them in advance where feasible.
   2. In the case of planned maintenance work leading to temporary unavailability of services, the GmbH will inform the customer in advance where possible. However, the GmbH assumes no liability for damages or losses incurred by the customer due to downtimes or interruptions.
   3. The GmbH expressly reserves the right to make changes in execution and other changes serving technical progress without prior notice; such changes do not constitute a defect.
   4. The customer agrees that they have no claim for reimbursement, damages, or other compensation in such cases. Any liability of the GmbH for losses or damages due to service outages or unavailability is excluded unless there is intent or gross negligence on the part of the GmbH.
2. Any warranty and liability of the GmbH beyond the foregoing paragraph 4.1, especially for damages caused by misuse or incorrect use by the customer, is excluded regardless of the legal nature of the asserted claim. If liability is excluded or limited, this also applies to the personal liability of the legal representatives, executives, employees, and other agents or vicarious agents of the GmbH.
3. Depending on the purchased product, the customer is entitled to technical support from the GmbH. Support can be accessed via email or through an online ticketing system during support hours. It should be noted that support may not be available around the clock or on all days without restriction.
4. The GmbH reserves the right to specify support hours and inform the customer accordingly.
5. The customer does not receive any guarantees in the legal sense from the GmbH.

5. Contract withdrawl

The GmbH and the customer are entitled to withdraw from the contract in accordance with the statutory provisions.

6. Prohibition of assignment

The assignment of claims against the GmbH to third parties is not permitted. excluded. § 354 a HGB remains unaffected.

7. Termination of contract

1. The contract can be cancelled in text form by either party at any time for products with a minimum contract term with a notice period of one day to the end of the respective prepaid period.
2. In the case of products without a minimum contract period, the contract can be terminated by either party at any time with a notice period of 30 days to the end of the month in text form.
3. The contract may be terminated by either party at any time for good cause in text form. The GmbH is entitled to terminate the contract for good cause in particular if
   1. the customer is in default with their contributions or the execution is disrupted for more than a total of three months for reasons not attributable to the GmbH,
   2. the customer unlawfully attempts to falsify or influence the result of the order, or uses the result improperly, e.g., misleadingly, by themselves or their business partners,
   3. insolvency proceedings are opened over the customer's assets or such proceedings are rejected for lack of assets,
   4. the customer fails to pay an invoice due despite a reminder within a reasonable period of time.
4. In the event of termination of the contract for good cause by the GmbH due to the impossibility of performance resulting from the risk/responsibility area of the customer or in the case of a free termination by the customer according to clause 7.1, the GmbH retains the right to remuneration for the services provided up to that point. Regarding services not yet rendered by the GmbH, it must deduct the expenses it acquires through alternative use of the workforce or maliciously fails to acquire. The GmbH is entitled to estimate the saved expenses at 60%, unless the customer proves higher saved expenses.

8. Data protection

1. The personal data provided by the customer (name, address, email address, telephone number) will be treated confidentially and used in accordance with the provisions of the Federal Data Protection Act and the Telemedia Act, as far as necessary for the proper handling of the business relationship. The data necessary for order processing will be stored and may be passed on to fulfillment agents in the context of order execution. Additionally, the GmbH reserves the right to use customer data for its own marketing purposes (e.g. sending informational material) in a permissible manner.
   You can get more information in our privacy policy.
2. The customer has the right to object at any time to the use, processing, or transmission of their data for marketing purposes to the GmbH. After receiving the objection or revocation, the GmbH will immediately cease the further sending of advertising materials.

9. Confidentiality

1. The contracting parties hereby recognise the importance of confidentiality and undertake to treat all confidential information and documents exchanged by them or via the other party as strictly confidential. Confidential information shall include all data, facts, plans, ideas, business secrets, technical specifications, customer lists and other confidential information communicated orally or in writing in connection with the business relationship. The contracting parties undertake not to disclose, reproduce, publish or otherwise utilise this information either directly or indirectly to third parties, unless this is expressly permitted in writing or required by law.
2. The obligation of confidentiality applies over the term of this agreement beyond and remains in force even after termination of the contract. Violations against the obligation of confidentiality can have legal consequences according to including claims for damages.
3. Both parties are aware that a breach of confidentiality can significantly impair the trust between the contracting parties, and therefore, the utmost care regarding confidentiality is required.

10. Right of withdrawal

1. If the customer is a consumer, i.e., a natural person who places the order for a purpose that cannot be attributed to their commercial or independent professional activity, the customer has a right of withdrawal according to the statutory provisions.

2. The regulations contained in this withdrawal policy apply to the right of withdrawal and have been effective since July 7, 2023:

   Withdrawal policy

   You have the right to withdraw from this contract within fourteen days without giving any reasons. The withdrawal period is fourteen days from the day you or a third party designated by you, who is not the carrier, have utilised the product.

   To exercise your right of withdrawal, you must notify us (Scoria Labs GmbH, Agnes-Bernauer-Str. 151, 80687 Munich, hello@captchafox.com) by means of a clear declaration (e.g. a letter sent by post or e-mail) of your decision to withdraw from this agreement. To comply with the withdrawal period it is sufficient that you send the notification of the withdrawal before the expiry of the withdrawal period.

   Consequences of withdrawal:

   If you withdraw from this contract, we will reimburse all payments we have received from you without undue delay and at the latest within fourteen days from the day we receive the notice of withdrawal from this contract. We will use the same means of payment for this reimbursement that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this reimbursement.

11. Place of performance, place of jurisdiction, other agreements

1. The place of performance shall be the registered office of the GmbH.
2. The place of jurisdiction for all current and future claims arising from the business relationship is, at the discretion of the GmbH, either the registered office of the GmbH or the registered office of the customer; for claims by the customer, it is exclusively the registered office of the GmbH. Statutory provisions regarding exclusive jurisdictions remain unaffected.
3. The law of the Federal Republic of Germany applies. The application of the provisions of international private law and further international contractual regulations, such as the UN Convention on Contracts for the International Sale of Goods (CISG), is excluded.
4. Legally relevant declarations and notifications to be made by the customer to the GmbH after the conclusion of the contract (e.g., setting deadlines, reporting defects, declarations of withdrawal or reduction) must be in text form to be effective.
5. Should individual provisions of these GTC be invalid or unenforceable, this does not affect the validity of the remaining provisions. In place of the invalid, void, or unenforceable provision, a provision that comes closest to the economic purpose of the invalid, void, or unenforceable provision shall apply. This also applies in the case of a regulatory gap.
6. If circumstances arise during the contract term that significantly affect the technical, legal, or economic effects of the contract so that performance and consideration are no longer in a reasonable proportion to each other, either party may demand an adjustment of the contract to the changed conditions.
7. There are no oral ancillary agreements.
8. Cancellations, amendments or additions to these contractual terms and conditions must be made in text form to be effective. The requirement of the text form can only be cancelled by an agreement of the contracting parties in text form. The statutory regulation for consumers remains unaffected.

Additional information according to § 36 VSBG - mandatory entry from 01.02.2017:

EU Dispute Resolution

The European Commission provides a platform for Online Dispute Resolution (ODR): https://ec.europa.eu/consumers/odr/.
You can find our e-mail address in the imprint.

Consumer Dispute Resolution/Universal Arbitration Board

We are not willing or obligated to participate in dispute resolution proceedings before a consumer arbitration board.