1. Scope of Application

1.1. The following terms and conditions apply to all – as well as future – services provided by Better Life UG (hereinafter referred to as “Better Life”) to your customers (hereinafter referred to as “User”) in connection with the provision of an API (Application Programming Interface) for access to a database of foodstuffs in which allergens and additives subject to labelling are listed.

1.2. Better Life employees shall not be entitled to enter into any agreements, subsidiary agreements, individual warranties or assurances that deviate from these terms and conditions, unless they are expressly authorised to do so or are authorised to do so by virtue of their executive position(s), proxy or general power of attorney.

1.3. To the extent Better Life provides the User with services from a third party according to the contractual stipulations, the terms and conditions of the third party apply additionally with regard to these services, provided the User was able to review these in a reasonable manner prior to the conclusion of the contract.

1.4. The goods and services offered by Better Life in accordance with these terms and conditions are intended exclusively for legal entities under public law, special funds under public law and entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who act in the performance of a commercial or independent responsibility when ordering. Only these are considered users according to these terms and conditions. In this respect, Better Life rejects the conclusion of a contract with a consumer under these terms and conditions. When concluding the contract, the User declares that he concludes the contract for purposes which can predominantly be attributed to his commercial or self-employed professional activity.

1.5. The User’s purchasing terms or general terms and conditions shall only be valid if Better Life has separately acknowledged them in writing. In any case, the following hierarchy of definitions applies under the individual agreements:

  1. Amendments in accordance with Clause 1.2.
  2. These terms and conditions
  3. Purchasing terms or general terms and conditions of the UserIn the event of contradictions or ambiguities, the initially cited terms and conditions shall always take precedence over the subsequently cited terms and conditions.

 

2. Conclusion of contract / dates

2.1. The contract is concluded through a User’s order and the subsequent acceptance by Better Life including these GTC. As a rule, Better Life’s acceptance of your order occurs with the delivery of an order confirmation, albeit at the latest with the provision of the ordered service.

2.2. Better Life is not obligated to accept an offer.

2.3. § 312 (2) Clause 1 Nos. 1 to 3 of the German Civil Code and § 312 (2) Clause 2 of the German Civil Code are not applicable.

2.4. The dates regulated in an offer are non-binding, unless they are expressly designated as binding.

 

3. Services

3.1. The object of the service is the provision of the API “Business” for the evaluation of unpackaged and packaged foodstuffs as well as for the detection of allergens and allergenic ingredients (hereinafter referred to as “Service” or “Software”). The Service is provided as an ASP service. The interface is provided exclusively for retrieval from the Internet.

3.2. The Better Life Service Specification (Appendix 1 Interface Specification) and this contract are decisive for the scope, nature and quality of Better Life’s services.

3.3. Product descriptions, representations, documentation and comparable documents are service descriptions but not guarantees. A guarantee requires the written statement from Better Life.

3.4. Prior to concluding the contract, the User reviews whether the specifications of the service correspond to his wishes and needs. He is familiar with the essential functional features and stipulations.

3.5. Better Life’s data transmission services are limited solely to data communications between Better Life’s own data communications network transfer point to the Internet and the server provided to the User. It is not possible for Better Life to influence data traffic outside its own communications network. A successful forwarding of information from or to a computer requesting the contents shall therefore not be owed. The Internet connection itself is not the subject of Better Life’s services. The User can only use the Service if he has a sufficiently powerful Internet connection. The required bandwidth depends on the intensity of use and the User’s amount of data.

3.6. Better Life provides the services mentioned in Clauses 2.1. to 2.5. with a total availability of 97.5% annual average. Availability shall be calculated on the basis of the time attributable to one year less the maintenance periods defined below (Clauses 3.6.1.) and less the business disruption periods defined below (Clauses 3.6.2.).

3.6.1. Better Life is entitled to carry out maintenance work for 4 hours per quarter from 8:00 pm to 0:00 am (CET / CEST). The aforementioned services are not available during periods of maintenance work.

3.6.2. The following circumstances shall be regarded as disruptions to business operations:

  1. Interruptions in accessibility due to disruptions within the concern of third parties over which Better Life has no control and for whose conduct Better Life must not be held responsible
  2. Interruptions due to force majeure
  3. Short-term interruptions of operations which are necessary to avoid or prevent definite dangers (e.g. through updates) from possible misuse by third parties (so-called exploits)

3.6.3. The User has the option to conclude an additional service level agreement that includes better conditions with Better Life for a fee. The User is not entitled to the conclusion of such an agreement.

3.7. Better Life backs up the contents of the storage space intended for the User on a daily basis. The data backup is on a rolling schedule so that the data saved for a weekday are overwritten during the data backup for the same subsequent weekday. According to the same principle, a weekly data backup takes place in which the data are also overwritten on a rolling basis after four weeks. The backup always occurs for the entire server content and may also include the data of third parties, e.g. other users. The User therefore has no claim on the surrender of any of the backup media but rather only a claim on the return of the secured content to the server.

3.8. As documentation, Better Life provides a detailed interface specification that allows explanations of the features during operation of the Software to be retrieved and printed. Better Life does not owe any additional documentation.

3.9. Better Life provides two variants of the product data service, namely the Productive Service and the Test Service. For tests, the customer is only permitted to use the Test Service, in particular for tests for querying product data. Load tests may only be performed after prior consultation with Better Life and approval from Better Life in text form (e.g. email).

3.10. Changes, additions and restrictions to the inventory of the Software, in particular the discontinuation of individual parts of the Software, are permitted for new program versions as part of Better Life’s general product policy. If a deviation from the performance description is also linked to the changes, additions and restrictions to the inventory of the Software, Clause 11 shall apply accordingly.

 

4. Scope of the Rights of Use Granted

4.1. Upon conclusion of the contract, the User acquires a right to use the Software limited to the duration of the contract, whereby this right is limited solely to the use of the Software via the Internet on the servers provided by Better Life.

4.2. Better Life allows the customer to use the interface to retrieve product data and display it to the customer. The interface may be used by all devices that are directly or indirectly necessary for the provision of the customer’s provision of service. The customer may only use interface requests that are listed in the documentation (Appendix 2).

4.3. Better Life grants the customer the non‐exclusive right to use the data queried by the API for his own applications. Furthermore, the right to use the data on servers and mobile apps is granted if this is necessary for the provision of the service. Any use independent of the customer’s provision of service, e.g. for the development of applications competing with Better Life, is not permitted. The sublicensing, forwarding, publication or a resale of the requested data are similarly not permitted. The customer may not save the requested product data.
In general, all data obtained via the API must be deleted when the contract expires. If the customer does not comply with this obligation, the principal shall continue to consider that the contract has not been terminated. The customer can request all product data of the connected databases offered via the API Business within the scope of the permitted requests.
The customer may request all available data fields per product and all calculated, evaluated, commented or matched information contained within the scope of the licensed package.

4.4. Better Life will make new program versions of the Software available to the User on the server and then release these new program versions to the User for use. The new program version will be installed by Better Life.

4.5. The User does not have the right to inspect the source code of the Software. Better Life may, in particular, deny inspection by third parties, e.g. experts in the context of legal proceedings, if there is a risk that Better Life’s legitimate interests may be infringed as a result, in particular, to the extent there is a threat of infringement of trade and business secrets.

 

5. Liability for Defects in Material and Title

5.1. Technical data, specifications and performance data in public statements, in particular in advertising material, do not constitute indications of quality. The functionality of the Software complies with the account in the service description. Apart from that, the Software must be suitable for the use presumed under this contract and must otherwise have a quality that is standard for software of the same type.

5.2. Better Life will provide and maintain the Software in a condition suitable for the contractual use. The obligation to maintain does not include adapting the Software to amended conditions of use and technical and functional developments, such as adapting it to the functional scope of competing products or establishing compatibility with new data formats.

 

6. Support

6.1. Support services on site, i.e. at the User’s place of business, are not part of this contract.

6.2. Support from Better Life is available Monday through Friday from 9 a.m. to 4 p.m., except on public holidays in Baden-Württemberg (hereinafter referred to as “Service Period”). An additional agreement concerning extended support times can be arranged between the contractual parties under special conditions. There is no entitlement to conclude such an agreement.

6.3. Support from Better Life does not include software problems caused by any subsequent actions by the User or third parties working on behalf of the User:

  1. Incorrect configuration of the Software;
  2. Modification or damage to the Software;
  3. Modification of the Software by self-replicating programs (viruses);
  4. Use of the Software for purposes other than those intended in the software description;
  5. Non-compliance with the operating instructions for the Software specified in the program documentation

6.4. If Better Life provides support and it subsequently becomes apparent that the software problems were caused by the actions of the User or a third party whose conduct is attributable to the User as listed in Clause 6.3 of this contract, Better Life is authorised to charge for these services at the respectively applicable hourly rate of €100/hour.

 

7. Troubleshooting / Error Classes

7.1. Better Life shall begin to eliminate software errors within the response time (period during the term of service from the notification of defects to their termination in which Better Life must inform the User of the commencement of the corrective actions) and shall eliminate the errors within the correction time (period during the term of service from the notification of defects to their termination in which Better Life must have eliminated the defect). The response and elimination times are calculated separately for each error.

7.2. In the case of errors obstructing operation (error class 1: the error prevents the use of the contractual subject matter or essential parts thereof), Better Life shall begin corrective measures within 4 hours and eliminate the error within reasonable time.

7.3. In the case of errors obstructing operation (error class 2: the error seriously impedes the use of the contractual subject matter, i.e. the use of the contractual subject matter is only possible with considerable effort or the use of the contractual subject matter constitutes an unreasonable risk to the proper functioning of other systems of the licensee), Better Life shall begin corrective measures within 24 hours and eliminate the error within reasonable time.

7.4. In the case of other errors (= error class 3: the use is not significantly impaired), Better Life shall begin correcting them within a reasonable period of time and eliminate them as soon as Better Life’s internal processes (e.g. the next update of the Better Life Software) allow for efficient correction.

7.5. An error can be classified in a lower category after partial subsequent improvement or after demonstrating a workaround from Better Life.

7.6. The User’s notification of defects can also first be made verbally (by telephone). However, it must be reiterated in text form no later than the next working day and must describe the state of affairs of indicated error(s) as detailed as possible and also as reproducibly as possible (error report). Better Life may require the User to use customer support software specified by Better Life for the notification of defects.

7.7. The User shall assist Better Life in correcting the defect (e.g. by switching off individual machines or disconnecting them from the Software) and shall take precautions in the event that the correction of the defect cannot be carried out or cannot be carried out on time.

 

8. Contract Term / Consequences of Contract Termination

8.1. The minimum contract term of the contract complies with the respective package that the User has booked. If the parties do not agree on another minimum contract term, the minimum contract term shall be 24 months.

8.2. All contracts shall be automatically extended by one year after the end of the term, unless terminated 30 days before the end of the term. The date of receipt of the declaration from the contracting party shall be decisive for the timeliness of the termination.

8.3. The termination notice must be submitted in text form.

8.4. Better Life is entitled to irrevocably delete the User’s settings and all backups upon termination of the contract.

 

9. Subleasing

9.1. The User may only sublet or otherwiseView Page transfer the use of the Software with prior written consent from Better Life and, in the event of consent, may only do so in accordance with the terms and conditions disclosed or approved of by Better Life. Consent shall be granted by Better Life if Better Life’s legitimate interests will not be affected by the subleasing/transfer for use or its conditions.

9.2. Consent granted may be revoked for good cause. Good cause exists in particular if the conditions which led to the granting of consent subsequently cease to apply. In the event of a justified refusal to consent, the User is not authorized to terminate the contract.

9.3. The User must provide Better Life with a copy of the concluded sub-user agreement. If the fee under terms of the sub-user agreement exceeds the fee payable under the terms of this contract (pro rata temporis), Better Life shall receive the excess amount.

9.4. A subletting or other transfer of use does not affect the obligation of the User arising from or in connection with this contract.

9.5. However, the transfer to third parties who are not granted an independent right of use and who must carry out the will of the User with regard to the manner of use is permissible. This is usually the case, in particular, with the User’s employees.

9.6. With this agreement, Better Life, however, grants permission for the transfer of the relevant product data, the access data and the documentation to the customer’s contractors for the sole purpose of developing the software for the customer’s provision of service. In order to safeguard the due diligence obligations, the customer shall oblige his contractors to comply with the following requirements:

  1. a) The relevant product data, the access data and the documentation must not be transferred to third parties without permission or be able to be used by third parties through the transfer of the access data.b) Better Life’s data and documentation may solely be used to develop the Software for the customer’s provision of service.
    The customer’s due diligence obligations shall continue to exist indefinitely beyond the end of the agreement.

9.7. If the customer’s provision of service is used with an app or a website, the customer must place the following notice in a place visible to the User (e.g. in the section “Legal Notice”): “The data comes from Better Life, CodeCeck, MRI and other vendors. Better Life does not accept any liability for the accuracy of the data.” This also applies to the production of printed products such as flyers or brochures.

 

10. Remuneration / Transferability / Maturity / Default in Payment

10.1. The User shall pay Better Life a monthly flat-rate amount in accordance with Better Life’s offer.

10.2. Unless otherwise agreed, the payment shall be made in advance on a monthly basis on the first day of each month.

10.3. All prices are net prices in euros plus the statutory VAT.

10.4. Orders issued or orders from the User are not transferable and can only be used by the intended service recipient within the order period. The intended service recipient is the User or the company placing the order. If an alternative service recipient is specified, this can be noted accordingly in the order.

10.5. The User can only assign monetary claims against Better Life to third parties if the underlying legal transaction is a commercial transaction for both parties.

 

11. Amendment of the General Terms and Conditions

11.1. Better Life is entitled to adjust the prices agreed upon here and/or change the terms of these contractual relations if

  1. the changes are to take effect only two months after receipt of a relevant statement from the User;
  2. Better Life notifies the User of the changes in text form, indicating the possibility of objection and a one-month period for objection after receipt of the relevant statement and
  3. the User does not object within one month after receipt of the relevant statement.

11.2. If there is an objection in accordance with Clause 11.1, the contract shall continue unaltered. The right of the contracting parties to terminate the contract remains unaffected by this.

 

12. Liability of Better Life

12.1. Better Life shall bear liability towards the User only for damages caused intentionally or by gross negligence. This does not apply if essential obligations of the contract have been violated by Better Life. The fulfilment of such essential contractual obligations enables the proper execution of the contract in the first place and the observance of which the contractual partner regularly trusts and is entitled to expect.

12.2. In the event of slight negligence, Better Life shall not be liable for property damage to indirect damage, in particular consequential damages, unforeseeable damages or atypical damages and loss of profits.

12.3. A statutorily prescribed no-fault liability of Better Life – in particular a liability under product liability law and a statutory guarantee liability – remains unaffected by the above limitations of liability. The same applies to Better Life’s liability for culpable injury to life, limb or health.

12.4. The limitations or exclusions of liability according to Clauses 12.1. to 12.3. also apply to the personal liability of Better Life’s employees, clerks, representatives, organs and agents, insofar as these are directly claimed.

12.5. Better Life’s no-fault liability for errors already existing at the time of conclusion of the contract in accordance with § 536 a (1) of the German Civil Code is expressly excluded.

 

13. Obligations of the User

13.1. The User may only use the Service in accordance with the contractual agreements and the statutory provisions.

13.2. The use of the Service by the User, in particular the content that the User generates, links, embeds or makes otherwise accessible, is the sole responsibility of the User. The User guarantees that all content (“content of the User”) he generates does not violate the relevant domestic and international legal regulations, specifically consumer protection law, copyright law, competition law and data protection law, morality or the rights of third parties. The generation of content of the User that

  1. is of a discriminatory, racist, violent or inhuman nature,
  2. calls for or approves of criminal offences,
  3. contains pornography or violates the youth protection law or
  4. violates the personal rights of third parties

is prohibited.

13.3. The User may not use any software or other technical equipment that changes, extends or endangers the functioning of the Service. In particular, the User may not attempt to access the Service by means other than those intended.

13.4. The User handles access data to the Service as strictly confidential. The User may only make access data accessible to the personal employees who are permitted to use the Service within the scope of their duties in accordance with the stipulated restrictions.

13.5. If the User suspects that his access data has become known to a third party or that a third party is unauthorisedly using the User’s access to the Service, the User is obliged to inform Better Life immediately.

13.6. If Better Life has concrete indications that the User is using the Service contrary to the terms of this contract or other contractual agreements of the parties or that an unauthorised third party is using the User’s access data to access the Service without authorisation, Better Life is entitled to block the User’s access to the Service until the matter has been clarified. Except in the case of imminent danger, Better Life will give the User the opportunity to comment prior to such action. The User remains obliged to pay the agreed remuneration during the period of blocking, unless he was not responsible for the circumstances that led to the blocking.

13.7. The User shall release Better Life from all claims of third parties and compensate Better Life for any damages Better Life may suffer as a result of any use of the Service contrary to law or contract, unless the User proves that he is not responsible for the respective infringement. Reimbursable damages also include the reasonable costs of legal defense that Better Life should incur in defending itself against third party claims. Better Life will, however, inform the User immediately of any legal defence measures to be taken. Better Life may not enter into settlements with third parties in such disputes without consulting the User. Otherwise, Better Life shall bear all the costs of the dispute themselves.

 

14. Confidentiality, Data Protection

14.1. The contracting parties are obligated to treat all trade secrets of the other contracting party which become known to them through the other contracting party confidentially during the execution of the contract. The parties also agree not to disclose the contents of this contract.

14.2. The data of the User necessary for the business transaction are stored electronically. Better Life undertakes to observe the statutory provisions on data protection, in particular the Federal Data Protection Act (BDSG) and the German Telemedia Act (TMG). Better Life provides further information on this and on the data stored in general in a separate privacy statement (APPENDIX 3).

14.3. Insofar as Better Life receives personal data from the network of the User in connection with the contract and thus acts on behalf of the User within the meaning of § 11 of the Federal Data Protection Act (BDSG), Better Life will therefore only use the personal data within the scope of this contract or other written instructions from the User and in accordance with the provisions of data protection law. If the User wishes to conclude an agreement relating to the data order agreement, the parties shall conclude the order data processing agreement attached as APPENDIX 4.

 

15. Services and Invoicing by Third Parties

15.1. Better Life shall be entitled to provide the services owed under the contract through third parties, in particular through affiliated companies.

15.2. Better Life shall be entitled to assign any claims in this contract to any third party, in particular including affiliated companies, or to authorise any third party to assert any claims on Better Life’s behalf.

15.3. The User is only permitted to offset claims of Better Life against undisputed or legally established claims. The User may only exercise a right of retention in cases where the relevant claims against Better Life are undisputed or have been legally and conclusively established.

 

16. General Information

16.1. Changes, cancellations and additions to this contract must be made in text form (e.g. fax, email); this also applies to a cancellation of this text form requirement.

16.2. The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

16.3. If the User is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction shall be Better Life’s place of business for all claims arising out of or on the basis of this contract. The same applies to persons who do not have a general place of jurisdiction in Germany or persons who, after conclusion of the contract, have moved their place of residence or habitual abode outside Germany or whose place of residence or habitual abode is not known at the time the action is filed.

16.4. The invalidity or ineffectiveness of individual provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions.