Terms & Conditions (B2B)

1.1 These General Terms and Conditions ("Terms") apply to all contracts for the use of the "Herz-Kilometer" platform (website, admin area and mobile apps; collectively "Platform") between Herz-Kilometer UG (haftungsbeschränkt) i. G., Grüne Trift 123, 12557 Berlin, Germany ("Provider") and the customer ("Customer").

1.2 The offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (e.g. companies, organizations, authorities) as well as legal entities under public law. Contracts with consumers are excluded.

1.3 "Participants" are natural persons (e.g. employees of the Customer) who participate in a kilometer package via a join code or invitation and connect their activities.

1.4 "Kilometer package" is a package configured by the Customer with a kilometer goal and selected donation recipient (NGO/project). "Donation recipient" can be an organization/project from the platform (including betterplace projects where applicable).

2.1 The Provider provides the Customer with the Platform as Software-as-a-Service (SaaS) for the contract term. The scope of services is determined by the booked package (Starter/Team/Enterprise) and the service description on the website as well as these Terms.

2.2 Core features include:

• Creating/managing a company profile, teams and roles
• Creating and managing kilometer packages including selection of a donation recipient
• Tracking and aggregation of activities/kilometers of participants (e.g. via app and third-party integrations)
• Dashboards/analytics and export functions (e.g. CSV export) for CSR/ESG reporting (depending on package)
• Status and verification functions for package progress and donation status (depending on implementation)

2.3 The Provider owes the provision of the Platform "as is" within the agreed scope of services. A specific success (e.g. a specific participation rate, reach or donation amount) is not owed.

2.4 The Provider may provide updates, further developments and changes, provided that the contractually owed core benefit is not unreasonably impaired.

3.1 The contract is concluded by ordering/completing the subscription via the website or by written/electronic acceptance of an offer.

3.2 The Customer designates at least one administrator ("Admin") who manages the company account. The Customer ensures that access data is kept secret and protected from third-party access.

3.3 The Provider is entitled to temporarily restrict access within the scope of usual security measures (e.g. rate limiting, blocking in case of misuse).

4.1 Participants receive access to participate via join codes/invitations. The Customer is responsible for inviting only authorized persons.

4.2 Third-party services (e.g. Strava/Garmin/Polar/Suunto/Apple Health) can be used for activity synchronization. The connection is made by the participants themselves (e.g. OAuth/consent). The Provider has no influence on the availability, data quality or terms and conditions of third-party providers.

4.3 If third-party services fail, change interfaces or restrict access, delays or discrepancies in tracking may occur. The Provider endeavors to make timely adjustments, but only owes this within the scope of what is reasonable and technically/contractually possible.

5.1 The Customer defines for each kilometer package in particular the kilometer goal, period/start, donation recipient and the donation value/budget framework according to the possibilities of the Platform.

5.2 The Provider is not a donation recipient and does not accept donations in trust, unless expressly agreed in writing. The Customer remains responsible for the actual payment/processing of the donation to the donation recipient or payment service provider.

5.3 The Platform can make donation recipients (e.g. NGOs/projects, possibly via betterplace) discoverable and support the donation process (e.g. through linking, notifications, status functions). The Provider does not owe tax deductibility or the issuance of donation receipts; these are the responsibility of the donation recipient.

5.4 The Customer ensures that internal approvals (compliance, budget, CSR guidelines) are available before configuring and publishing a kilometer package.

6.1 The Provider provides the Platform within its technical capabilities. Planned maintenance windows may lead to temporary restrictions and will be announced in advance where practicable.

6.2 Support is provided according to the booked package (e.g. email support/response times). Response times are not resolution deadlines and require a complete error report (description, time period, screenshots/logs where available).

6.3 A separate Service Level Agreement (SLA) only applies if expressly agreed.

7.1 The Customer is responsible for:

• Accuracy and timeliness of company data
• Lawful invitation/integration of participants (especially labor law/co-determination aspects)
• Obtaining required consents/information from participants (e.g. for the use of fitness integrations)
• Compliance with internal compliance rules and applicable laws

7.2 The Customer may not use the Platform abusively, in particular not:

• Circumvent security mechanisms
• Post impermissible content
• Violate third-party rights
• Execute automated queries that impair the Platform (except through approved APIs)

8.1 The prices agreed at the time of contract conclusion apply. All prices are exclusive of statutory VAT, unless otherwise indicated.

8.2 The subscription is billed regularly (e.g. monthly) in advance and collected through the integrated payment service provider. Kilometer packages can be billed separately depending on the chosen configuration.

8.3 If the Customer is in default of payment, the Provider is entitled to block access after reasonable reminder. Statutory default interest and flat rates remain unaffected.

8.4 Set-off is only permissible with undisputed or legally established claims. The Customer only has a right of retention for claims from the same contractual relationship.

9.1 The Customer receives a non-exclusive, non-transferable, non-sublicensable right to use the Platform for the Customer's internal purposes for the contract term.

9.2 The Customer may not reproduce, decompile, reverse engineer the Platform or allow third parties to use it for a fee, unless mandatory law permits this.

9.3 The Provider may use feedback/improvement suggestions free of charge for further development.

10.1 Insofar as the Provider processes personal data on behalf of the Customer (especially employee data/participant data), the parties conclude a data processing agreement ("DPA") in accordance with Art. 28 GDPR before productive use.

10.2 The Provider's privacy policy additionally applies to the website and - where applicable - to the Platform.

10.3 The Customer is responsible for informing participants about data processing and ensuring the required legal bases (especially when using fitness integrations).

11.1 The statutory provisions apply unless otherwise regulated below.

11.2 The Customer must report defects immediately and provide all information required for error analysis.

11.3 For minor defects, there is no right to reduction; this does not apply in cases of intent/gross negligence or injury to life, body, health.

12.1 The Provider is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.

12.2 In the event of slightly negligent breach of essential contractual obligations ("cardinal obligations"), liability is limited to the typically foreseeable damage. Cardinal obligations are obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely.

12.3 Otherwise, the Provider's liability is excluded to the extent permitted by law.

12.4 The Provider is not liable for:

• Failures/changes of third-party integrations
• Data quality of activity data provided by third parties
• Customer decisions/actions related to donations (e.g. selection, execution, tax treatment)

13.1 The term is based on the booked subscription model. If agreed as monthly terminable, the Customer can terminate at any time at the end of the current billing period.

13.2 The right to extraordinary termination for good cause remains unaffected.

13.3 The Provider can terminate the contract extraordinarily or block access if the Customer seriously violates these Terms, despite a warning.

14.1 During the contract term, the Customer can use the export functions provided in the Platform (e.g. CSV/JSON, depending on package).

14.2 After the contract ends, the Provider provides the Customer with a data export of the customer data in a structured, common and machine-readable format for 30 days, as far as technically possible and permissible under data protection law. Afterwards, the Provider may delete the data, unless statutory retention obligations exist.

14.3 Further migration support (e.g. individual data preparation, project management) is only owed for separate remuneration.

15.1 Both parties undertake to keep confidential information of the other party secret and to use it only for the execution of the contract.

15.2 Excluded from confidentiality are information that (i) is publicly known, (ii) was lawfully obtained from third parties, or (iii) must be disclosed due to legal obligations.

17.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

17.2 The place of performance and jurisdiction for all disputes arising from this contract is - as far as permissible - Berlin.

17.3 Amendments and additions to this contract require text form. This also applies to the amendment of this text form requirement.

17.4 Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected. The parties will replace the invalid provision with a valid one that comes closest to the economic purpose.