Terms and Conditions

Last updated: June 22, 2026

Provider:
VidiScope GmbH
Römerstr. 27, 89250 Senden, Germany
Commercial Register: HRB 22291, Amtsgericht Memmingen
Managing Director: Valentin Schierhuber
Email: office@vidiscope.com
– hereinafter "VidiScope" –

This English version is provided for convenience. In case of contradictions or ambiguities, the German original (vidiscope.com/agb) prevails. Contracts are concluded exclusively with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law or public-law special funds; no contracts are concluded with consumers. The relationship is governed by German law, exclusive jurisdiction: 89250 Senden (where legally permissible).

§ 1 Scope and Target Audience

(1) These terms govern all business relationships between VidiScope and its customers regarding Software-as-a-Service products, custom software development services and consulting/demonstration services.

(2) Offers are directed exclusively at entrepreneurs (§ 14 BGB), legal entities under public law and public-law special funds. No contracts with consumers (§ 13 BGB).

(3) Deviating, conflicting or supplementary terms of the customer only become part of the contract if VidiScope has expressly agreed to them in writing.

§ 2 Scope of Services

(1) SaaS Products. Subject to availability pursuant to § 8, VidiScope provides the booked SaaS products as web-based and/or locally installable applications. SaaS provision is qualified as a contract sui generis predominantly governed by German tenancy law (§§ 535 et seq. BGB). The current product portfolio and functional scope are described on vidiscope.com/produkte and result from the tariff options selected during ordering.

(2) Custom Software. Scope, delivery dates and remuneration for custom software development are agreed in a separate individual contract (work contract under §§ 631 et seq. BGB or service contract under §§ 611 et seq. BGB). These terms apply supplementally where the individual contract does not provide for deviating rules.

(3) Demos. Demonstrations and presentations (e.g. live demo, test access) are free of charge unless expressly agreed otherwise and do not constitute any claim to a specific availability or functionality.

(4) Information-only listings. VidiScope reserves the right to present individual products for information purposes only, without an online booking option. In such cases, a contract is concluded only by individual negotiation and written confirmation.

§ 3 Conclusion of Contract

(1) The presentation of products and services on VidiScope's website is not a binding offer but a non-binding invitation to the customer to submit an offer.

(2) The customer submits a binding offer by sending an online order, an order confirmation in text form, or by signed contract. The contract only comes into existence upon express acceptance by VidiScope, at the latest upon provision of the ordered service.

§ 4 Rights of Use

(1) For the term of the contract, VidiScope grants the customer a non-exclusive, non-sublicensable and non-transferable right to use the booked SaaS products as intended.

(2) License keys are intended exclusively for the contractually agreed group of users and may not be passed on.

(3) For custom software, rights of use are conclusively regulated in the individual contract.

§ 5 Customer Cooperation Obligations

(1) The customer ensures that the necessary technical prerequisites (e.g. internet connection, compatible devices, up-to-date browsers and operating systems) are in place.

(2) The customer protects access credentials and license keys against access by third parties and informs VidiScope immediately in case of suspected misuse.

(3) The customer ensures that data entered into the system is free of third-party rights and complies with applicable law.

§ 6 Fees and Payment

(1) Fees for SaaS products are based on the price list valid at the time of conclusion of the contract. Prices are in euros plus statutory VAT unless expressly stated otherwise.

(2) SaaS subscriptions are invoiced monthly or annually in advance unless otherwise agreed. Invoicing is electronic in a standard format compliant with EN 16931 (e.g. ZUGFeRD or XRechnung) or, where still admissible, by PDF. The customer expressly consents to electronic invoicing.

(3) Online payment via external payment service providers (in particular Stripe) is technically prepared but not yet active. Until activation, payment is made by bank transfer within 14 days of receipt of invoice. Upon activation, these terms and the order process will be supplemented accordingly.

(4) In case of payment default, VidiScope is entitled to charge statutory default interest and, after unsuccessful reminder, to suspend access to the SaaS products until full payment.

(5) The customer may only offset against claims that are undisputed or have been determined by a court. A right of retention exists only for claims arising from the same contractual relationship.

(6) In case of substantial doubts as to the customer's ability to pay – in particular default of payment, opening of insolvency proceedings or a negative credit report – VidiScope may declare outstanding receivables immediately due and request advance payment or security for services still to be rendered.

§ 7 Term and Termination

(1) Unless expressly agreed otherwise, SaaS contracts have a minimum term of one (1) month for monthly billing and twelve (12) months for annual billing. They automatically extend for the same period unless terminated in text form with 14 days' notice before the end of the term.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) Upon effective termination, the customer's access is suspended at the end of the term. The customer may export data in an industry-standard format up to that point. There is no obligation to retain customer data beyond the end of the contract; statutory retention periods remain unaffected.

§ 8 Availability and Maintenance

(1) VidiScope endeavors to maintain an annual availability of 99 % for web-based SaaS products, measured at the handover point of the respective hosting provider. Scheduled maintenance windows, force majeure and disruptions outside VidiScope's area of responsibility are not included. This availability target does not constitute a Service Level Agreement with contractual penalties unless expressly agreed in writing.

(2) VidiScope may carry out scheduled maintenance with reasonable advance notice. Necessary security updates may be installed without prior notice.

(3) Special arrangements or extended Service Level Agreements (SLA) require an express agreement in text form.

§ 9 Data Protection

(1) VidiScope processes personal data only within the framework of statutory provisions. Details are set out in the privacy policy.

(2) Where VidiScope processes personal data on behalf of the customer, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR.

§ 10 Confidentiality

(1) The parties treat all confidential information disclosed in the course of the business relationship as confidential, do not pass it on to third parties and use it solely for purposes of contract performance.

(2) This obligation continues for three (3) years beyond the end of the contract.

§ 11 Warranty

(1) Defects of the SaaS products or the custom software must be reported to VidiScope in a comprehensible form immediately upon discovery. VidiScope will remedy defects within a reasonable period.

(2) An insignificant impairment of suitability does not constitute a defect.

(3) For custom software, the provisions of the respective individual contract and the relevant statutory provisions (in particular §§ 633 et seq. BGB) apply additionally.

§ 12 Liability

(1) VidiScope is liable without limitation for intent and gross negligence and for damages resulting from injury to life, body or health.

(2) For simple negligence, VidiScope is only liable for breach of material contractual obligations (cardinal obligations) whose fulfillment makes proper performance of the contract possible in the first place and on whose compliance the customer regularly relies. In these cases, liability is limited to typical foreseeable damages.

(3) Apart from that, liability for simple negligence is excluded.

(4) Liability under the German Product Liability Act and for assumption of a guarantee or procurement risk remains unaffected.

(5) The above limitations of liability also apply in favor of VidiScope's employees, agents and vicarious agents.

(6) Liability for lost profits, indirect damages, consequential damages, data loss (insofar as such loss would not have been avoidable through reasonable backups performed by VidiScope under the agreed backup frequency) and third-party claims is excluded to the extent legally permissible.

§ 13 Force Majeure

Events of force majeure that significantly impede or render the contractually owed performance impossible (e.g. widespread internet outages, strikes, regulatory orders, pandemics) entitle VidiScope to postpone performance for the duration of the impediment plus a reasonable start-up time. If the impediment lasts longer than two (2) months, both parties may terminate extraordinarily.

§ 14 Changes to these Terms

(1) VidiScope may adapt these terms as required by changes in legal frameworks, jurisdiction or to adjust to new services or payment options, provided this does not unreasonably disadvantage the customer.

(2) Changes are communicated to the customer at least six (6) weeks before they take effect in text form. If the customer does not object within this period and continues to use the services, the changes are deemed accepted. The customer will be specifically informed of this consequence in the notification.

§ 15 Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) Exclusive place of jurisdiction for all disputes arising from or in connection with contracts between VidiScope and the customer is – to the extent legally permissible – VidiScope's seat in 89250 Senden, Germany.

(3) Should individual provisions of these terms be or become wholly or partially invalid, the validity of the remaining provisions remains unaffected.

(4) Amendments and supplements to these terms require text form. This text-form requirement itself may only be waived in text form.

§ 16 Assignment, Transfer of Contract

(1) Transfer of rights and obligations under this contract by the customer to third parties (including affiliated companies) is only permitted with VidiScope's prior consent in text form.

(2) VidiScope is entitled to transfer rights and obligations under this contract to a legal successor, in particular in the context of a restructuring or sale of the business. The customer will be informed in good time and may extraordinarily terminate the contract in case of a material deterioration of its position.

§ 17 References

VidiScope is entitled to use the customer's name and logo for reference purposes on its own website and in sales materials. The customer may object to this use at any time for the future by email to office@vidiscope.com.

§ 18 Open-Source Components

VidiScope's software contains third-party components distributed under open-source licenses. The applicable license terms are made available in the product or on request and prevail over these terms for the component concerned where mandatory.