Terms and Conditions.

Important — please read carefully. These Terms and Conditions (general terms and conditions, Allgemeine Geschäftsbedingungen) form a binding legal agreement governing your purchase and use of the Confir platform. By completing checkout, clicking “I accept,” or accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you confirm that you are authorised to bind that organisation. The Service is offered only to businesses and professionals (Unternehmer within the meaning of § 14 BGB), not to consumers.

Confir is a software tool that supports your own assessment of, and documentation for, the EU AI Act. It does not provide legal advice and does not guarantee compliance with the EU AI Act or any other law (see Section 11).

1. Definitions

In these Terms, the following capitalised terms have the meanings set out below.

• “Agreement” means these Terms and Conditions together with the Order, the Data Processing Agreement, and any documents expressly incorporated by reference.
• “Confir,” “we,” “us,” “our” means Confir, a sole proprietorship (Einzelunternehmen) established in Germany whose owner is identified in the Imprint, with its place of business at Kirchweg 3, 92256 Hahnbach, Germany, VAT ID DE306629541.
• “Authorised User” means an individual whom you permit to access and use the Service under your account, such as an employee, contractor, or agent acting on your behalf.
• “Confidential Information” has the meaning given in Section 13.
• “Customer,” “you,” “your” means the business or professional entity that purchases or uses the Service.
• “Customer Data” means all data, documents, information, and other materials that you or your Authorised Users submit to, or generate within, the Service, including information you provide about your AI systems, products, processes, and organisation.
• “Data Processing Agreement” or “DPA” means the data processing agreement between the parties governing the processing of personal data, available at confir.eu/legal/dpa and incorporated into this Agreement by reference.
• “Documentation” means the user guides, help materials, and technical documentation we make available for the Service.
• “EU AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended or replaced from time to time, together with related implementing and delegated acts.
• “Intellectual Property Rights” means all patents, utility models, copyright and related rights, trademarks, trade names, database rights, rights in designs, rights in know-how and trade secrets, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• “Order” means the purchase you complete at checkout on our website, including the selected License Package, billing frequency (monthly or annual), and price.
• “Output” means the assessments, classifications, scoping results, findings, checklists, reports, and other materials that the Service generates based on the inputs you provide.
• “License Package” means the tier, plan, or bundle of features and usage limits you select in your Order.
• “Service” means the Confir software-as-a-service platform made available at confir.eu (and related domains), together with the Documentation and any updates, but excluding Third-Party Services.
• “Subscription Term” means the period during which you are entitled to access the Service, as described in Section 8, excluding any retrieval period under Section 7.6.6.
• “Third-Party Services” means products, services, integrations, or content provided by a party other than Confir.

2. The Agreement, eligibility, and contract formation

2.1 Scope; no conflicting terms. This Agreement governs your access to and use of the Service. It applies to the entity identified in the Order and to all Authorised Users. These Terms apply exclusively. Any general terms and conditions of yours do not form part of the Agreement, even if we do not expressly object to them and even if we perform without reservation while aware of them.

2.2 Business use only. The Service is intended exclusively for use by businesses, professionals, and other organisations acting in the course of their trade, business, craft, or profession (Unternehmer, § 14 BGB). By entering into this Agreement, you represent and warrant that you are not a consumer (Verbraucher, § 13 BGB). The statutory rules that protect consumers, including the right of withdrawal for distance contracts (§§ 312g, 355 BGB), do not apply to this Agreement.

2.3 Capacity. You represent that you have full legal capacity and authority to enter into this Agreement and that the individual accepting it is authorised to do so on your behalf.

2.4 Contract formation. The presentation of License Packages on our website is not a binding offer. By completing checkout (or starting a trial) you make a binding offer to enter into the Agreement for the selected License Package. We accept your offer by sending an order confirmation by email or by making the Service available to you, whichever occurs first; we will confirm receipt of your Order by email without undue delay. The text of the Agreement is available on this page at any time, and you can print or save these Terms before submitting your Order. We do not separately store the contract text for you beyond the order confirmation email.

2.5 Order of precedence. In the event of a conflict between the documents that make up the Agreement, the following order of precedence applies, unless expressly stated otherwise: (a) the DPA, in respect of the processing of personal data; (b) the Order; and (c) these Terms and Conditions.

3. The Service and license grant

3.1 License. Subject to your compliance with this Agreement and payment of the applicable fees, Confir grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service and Documentation during the Subscription Term, solely for your internal business purposes and within the limits of your License Package.

3.2 Authorised Users. You may permit Authorised Users to use the Service on your behalf. You are responsible for the acts and omissions of your Authorised Users as if they were your own, and you must ensure they comply with this Agreement. Account credentials must not be shared beyond the seats or users permitted by your License Package.

3.3 License Packages and limits. The features, seats, usage volumes, and any other limits applicable to you are those of the License Package selected in your Order. We may offer different License Packages with different features and prices.

3.4 Updates. We may modify, enhance, or update the Service from time to time. We will not materially reduce the core functionality of your License Package during a paid Subscription Term without giving you reasonable notice and, where the reduction is material and to your detriment, the right to terminate the affected Order with immediate effect and receive a pro-rata refund of prepaid fees for the unused remainder of the current period.

3.5 Reservation of rights. Except for the limited license expressly granted in this Section, no rights are granted to you in or to the Service, the Documentation, or any related Intellectual Property Rights.

4. Acceptable use and customer responsibilities

4.1 Your responsibilities. You are responsible for: (a) the accuracy, quality, and legality of Customer Data and the means by which you acquired it; (b) maintaining the confidentiality and security of account credentials; (c) all activity occurring under your account; (d) using the Service in compliance with this Agreement and applicable law; and (e) making regular exports of Customer Data that is important to you, in accordance with Section 7.6.

4.2 Acceptable use. You must not, and must not permit any Authorised User or third party to:

• copy, modify, translate, or create derivative works of the Service, except as expressly permitted;
• reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, underlying ideas, algorithms, or rule logic, except to the extent permitted by mandatory law (§§ 69d, 69e UrhG);
• resell, rent, lease, sublicense, distribute, or otherwise make the Service available to any third party, or use the Service to provide a service bureau, time-sharing, or similar service to third parties;
• circumvent or disable any usage limits, security, or access controls, or access the Service to build a competing product or service;
• upload or transmit any malicious code, or use the Service in a manner that impairs, overburdens, or disrupts the Service or its infrastructure;
• use the Service in violation of any applicable law, or to infringe the rights of any third party; or
• submit Customer Data that you are not entitled to submit or process.

4.3 Suspension. We may suspend your or an Authorised User's access to the Service, in whole or in part, where: (a) we reasonably believe the Service is being used in breach of Section 4.2; (b) suspension is necessary to protect the security, integrity, or availability of the Service or other customers; (c) required by law or a competent authority; or (d) fees are overdue as described in Section 6.5. We will, where practicable and lawful, give you advance notice and limit any suspension to what is reasonably necessary. Suspension does not relieve you of your payment obligations.

5. Free trial

5.1 Trial period. If you sign up for a free trial, we grant you access to the Service (or to the applicable trial features) free of charge for a period of fourteen (14) days from the start of the trial, unless we state a different period at sign-up.

5.2 No payment details, no automatic charge. We do not ask for payment details in order to start a trial, and a trial never converts into a paid subscription by itself. You will not be charged unless you choose a License Package and complete checkout. When the trial period ends, the Service becomes read-only for the retrieval period under Section 7.6.6, and full access is restored only when you do.

5.3 Buying after a trial, and ending one. You may purchase a License Package at any time during or after the trial from your account settings. Payment details are requested at that point and not before. On completing checkout, access is restored and the Customer Data in your workspace becomes available again, subject to the limits of the License Package you purchased; Section 6 then applies in full. Because we hold no payment method, there is nothing to cancel — if you do nothing, the trial simply expires, and you may ask us at any time to close your workspace. Where a trial ends without a purchase, Sections 7.6.6 and 7.6.7 apply.

5.4 Trial terms. The trial is provided free of charge. For the trial, our liability is limited in accordance with the statutory rules for gratuitous services (we are liable only for intent and gross negligence, § 599 BGB by analogy), without prejudice to Section 12.1. We may limit trials to one per customer, modify or discontinue trials at any time, and exclude certain features from a trial. Sections 9 (Warranties), 11 (No legal advice), 12 (Limitation of liability), and 13 (Confidentiality) apply to trial use.

6. Fees and the Order

6.1 Fees. You agree to pay the fees for the License Package and billing frequency set out in your Order. Except as expressly stated in this Agreement (including Section 7.6.3), fees are not refundable, including where you do not use the Service or cancel mid-cycle (see Section 8).

6.2 Checkout and payment processor. Purchases are completed through the checkout on our website. Payments are processed by our third-party payment provider(s). By submitting payment details, you authorise us and our payment provider to charge the applicable fees, including recurring fees on each renewal, to your selected payment method. You are responsible for providing accurate, current payment information and for keeping it valid.

6.3 Billing frequency. You may select monthly or annual billing at checkout. Monthly plans are billed in advance each month; annual plans are billed in advance for the full year. Your billing cycle begins on the date your paid subscription starts (including on a purchase made after a trial under Section 5.3).

6.4 Taxes. All fees are stated exclusive of value added tax (Umsatzsteuer) and any other applicable taxes, duties, or levies. Customers established in Germany will be charged German VAT at the applicable rate. For customers established in another EU Member State that provide a valid VAT identification number, VAT is accounted for by the customer under the reverse-charge mechanism (Art. 196 of Directive 2006/112/EC; § 13b UStG); for customers established outside the EU, no German VAT is charged and you are responsible for any taxes due in your jurisdiction. If you are required by law to withhold any taxes from fees payable to us, the fees will be increased so that we receive the amount we would have received absent the withholding.

6.5 Late payment. If a payment fails or any undisputed amount is overdue, we may: (a) retry the charge; (b) charge default interest at the statutory rate for commercial transactions (currently nine percentage points above the base rate of the Deutsche Bundesbank, § 288 (2) BGB) together with the statutory lump-sum compensation of EUR 40 (§ 288 (5) BGB); and (c) after reasonable notice, suspend the Service until payment is made; your rights to retrieve and export Customer Data under Section 7.6 remain unaffected. We reserve the right to claim further damages caused by the delay; the lump sum is credited against such damages.

6.6 Price changes. We may change our fees. Any change to recurring fees will take effect from your next renewal, and we will give you at least thirty (30) days' notice before the renewal to which the change applies. If you do not agree to the new fees, you may cancel before the change takes effect, and the change will not apply to your current paid period.

7. Customer Data, security, and data protection

7.1 Ownership of Customer Data. As between the parties, you retain all right, title, and interest in and to Customer Data. You grant us a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data to the extent necessary to provide and support the Service, to prevent or address technical or security issues, and to comply with law.

7.2 Your warranties regarding Customer Data. You represent and warrant that you have all rights, consents, and lawful bases necessary to submit Customer Data to the Service and to authorise the processing described in this Agreement and the DPA.

7.3 Data protection. Where we process personal data on your behalf in providing the Service, we act as a processor and you act as the controller (as defined in the GDPR, Regulation (EU) 2016/679). Such processing is governed by the DPA, which is incorporated into this Agreement by reference. We will process personal data only on your documented instructions, as set out in the DPA, and will implement appropriate technical and organisational measures to protect it.

7.4 Security. We will maintain appropriate administrative, technical, and physical safeguards designed to protect the Service and Customer Data against unauthorised access, loss, or disclosure. No method of transmission or storage is completely secure, and you are responsible for security within your own systems and for the configuration choices you make within the Service.

7.5 Aggregated and anonymised data. We may collect and use technical, usage, and statistical data relating to the operation of the Service, and may generate aggregated or anonymised data that does not identify you, any Authorised User, or any individual. We may use such aggregated or anonymised data for any lawful purpose, including operating, improving, and developing the Service. We do not use identifiable Customer Data to develop products or services for other customers except as permitted by this Agreement or the DPA.

7.6 Data export, switching and erasure. This Section implements Article 25 of Regulation (EU) 2023/2854 (the “Data Act”).

7.6.1 Export. During the Subscription Term you may export Exportable Data at any time, free of charge, using the export functions of the Service: in structured, machine-readable formats (JSON, CSV), as PDF or Word (DOCX) documents, and uploaded files in their original format. Information on data structures, formats and known restrictions is available from us on request.

7.6.2 Exportable Data. “Exportable Data” consists of: (a) information on your organisation, AI systems, projects and processes; (b) assessment answers, rationales, drafts and workflow records; (c) generated documents and reports, including your Customer Data contained in them; (d) uploaded files; (e) the audit log of your organisation; (f) users, roles and organisation settings; (g) related metadata (dates, authors, versions, status); and (h) any other data generated or co-generated by your use of the Service that is not excluded below. Because their export would breach our trade secrets, the following are excluded: (i) the source code and internal configuration of the Service; (ii) our question catalogues, rule logic, scoring weights and document templates as such; and (iii) system, security and infrastructure logs other than your audit log. These exclusions never prevent or delay the export of items (a) to (h).

7.6.3 Switching or erasure request. You may at any time notify us in text form (support@confir.eu) that, at the end of the notice period, you wish to (a) switch to another provider (giving us the details of that provider we need), (b) switch to your own infrastructure, or (c) have your Exportable Data erased. The notice period ends at the end of your current paid period or two (2) months after we receive your request, whichever is earlier, or on any earlier date you specify. A request under this Section also stops renewal (Section 8.4). If the Agreement thereby ends before the end of a prepaid period, we refund the fees paid for the part of that period after the end of the notice period, pro rata to the day. We support your exit strategy, including by providing all relevant information.

7.6.4 Transitional period. In cases (a) and (b), a transitional period of up to thirty (30) calendar days follows the notice period, within which the switch is to be completed without undue delay. During it, this Agreement remains applicable and we (i) continue to provide the Service in full and act with due care to maintain business continuity; (ii) provide reasonable assistance to you and to third parties you authorise; (iii) inform you clearly of known risks to continuity; and (iv) maintain a high level of security, in particular for your data in transfer. If this period is technically unfeasible, we will notify you within fourteen (14) working days of your request, with reasons, and indicate an alternative transitional period of no more than seven (7) months, throughout which the Service continues. You may, before or during the transitional period, extend it once by the period you consider appropriate. We do not charge for the first thirty (30) calendar days of the transitional period; an extension you request is charged pro rata at your current fee. An alternative transitional period under this Section is free of charge. If the Service is suspended for non-payment (Section 6.5) when the transitional period begins, it provides access for retrieving and exporting Exportable Data only, until the overdue amount is paid.

7.6.5 End of the Agreement. In cases (a) and (b), the Agreement ends on successful completion of the switch: when you confirm it to us or, failing that, when the transitional period (as extended) expires without you having told us that the switch failed. If you tell us the switch failed, the Agreement continues until the switch is completed or the Agreement ends under Section 8. In case (c), it ends at the end of the notice period. We will notify you of the termination.

7.6.6 Retrieval period. A retrieval period of thirty (30) calendar days follows the end of any transitional period and every other end of a paid subscription or of a trial, including cancellation (Section 8.4), expiry and termination for non-payment or for cause. During it you can sign in read-only and export all Exportable Data; Section 7.4 and the DPA continue to apply.

7.6.7 Erasure. After the retrieval period expires (or at a later date agreed with you, or earlier at your request, for example in case (c) or under Section 5.3), we will fully erase all Exportable Data and your workspace, unless EU or Member State law requires us to retain specific data. Backup copies are overwritten within thirty (30) days in the regular backup cycle and remain protected under the DPA until then.

7.6.8 Charges and information. We charge no switching charges, data egress charges or early termination penalties; standard fees are set out in your Order, and the arrangements in Sections 7.6.3 and 7.6.4 are not switching charges. Additional services you request beyond this Section are charged only at a price agreed in advance. Information under Article 28 of the Data Act is available from us on request.

8. Term, renewal, cancellation, and termination

8.1 Term. This Agreement starts when you first accept it (including by starting a trial or completing checkout) and continues until all Subscription Terms have expired or the Agreement is terminated in accordance with this Section.

8.2 Subscription Term and automatic renewal. Your subscription runs for the billing period selected in your Order (one month or one year) and renews automatically for successive periods of the same length, at the then-current fee, unless cancelled in accordance with this Section. By purchasing, you authorise recurring charges for each renewal until cancellation.

8.3 Renewal reminders. For annual subscriptions, we will send a reminder to the email address associated with your account a reasonable time before each renewal. We may, but are not obliged to, send reminders for monthly subscriptions.

8.4 Cancellation by you. You may cancel renewal at any time via your account settings or by contacting us. Cancellation stops the next renewal and takes effect at the end of your current paid period. You will retain access until the end of the period for which you have already paid, followed by the retrieval period under Section 7.6.6. Cancellation does not entitle you to a refund of fees already paid, and we do not provide partial-period or pro-rata refunds, except where this Agreement or mandatory law provides otherwise.

8.5 No refunds. Except for the trial period described in Section 5, the cases expressly set out in this Agreement (Sections 3.4, 7.6.3, 9.1, 16.1 and 17.4) and any rights you have under mandatory law, fees are non-refundable.

8.6 Termination for cause. The right of either party to terminate this Agreement (or the affected Order) for cause (außerordentliche Kündigung aus wichtigem Grund, § 314 BGB) remains unaffected. Cause exists in particular where the other party: (a) commits a material breach that it fails to cure within thirty (30) days after written notice (or, for non-payment, within ten (10) days); or (b) becomes insolvent, enters liquidation, or is subject to comparable insolvency proceedings, unless mandatory insolvency law (in particular §§ 112 and 119 InsO) precludes termination on this ground. We may also terminate for cause where you commit a material breach that is incapable of cure, including a serious breach of Section 4.2.

8.7 Effect of termination. On termination or expiry: (a) your right to access the Service ends, subject to Sections 7.6.4 and 7.6.6; (b) you must stop using the Service and Documentation, except for retrieving Exportable Data under Section 7.6; (c) any accrued payment obligations remain due; and (d) Section 7.6 governs the export, switching and erasure of Customer Data. Sections that by their nature should survive termination (including Sections 6, 7, 9, 10, 11, 12, 13, 14, and 17) will survive.

9. Warranties and defects

9.1 Service warranty. We warrant that during the Subscription Term the Service will have the functionality described in the Documentation and will be provided with reasonable skill and care. If the Service materially deviates from the Documentation (a defect), we will remedy the defect within a reasonable time, which may include providing a workaround. If we fail to remedy a material defect within a reasonable period set by you, you may terminate the affected Order for cause and, for prepaid periods, receive a refund of the fees for the remaining unused period. The statutory rules on defects in rental agreements (§§ 536 et seq. BGB) otherwise apply, subject to Section 12.

9.2 No strict liability for initial defects. Liability without fault for defects that existed when the Agreement was concluded (§ 536a (1) BGB, first alternative) is excluded.

9.3 Availability. We aim to make the Service available on a continuous basis and will use commercially reasonable efforts to do so. Our target service levels are described in our Service Level Agreement. However, we do not guarantee any particular level of availability, uptime, or uninterrupted operation. The Service may be unavailable during planned maintenance, emergency maintenance, or due to factors beyond our reasonable control. No service credits are offered except as expressly set out in the Service Level Agreement or separately agreed in writing.

9.4 No further guarantees. Beyond the warranty in Section 9.1, we give no guarantees (Garantien) as to particular characteristics of the Service or the Output. In particular, we do not warrant that the Service will be entirely error-free, that the Service is compatible with your specific environment, or that Output will meet your requirements or any regulatory standard (see Section 11). Product descriptions on our website are not guarantees unless expressly designated as such.

9.5 Customer environment. We are not responsible for issues arising from your equipment, networks, configurations, Third-Party Services, or your failure to follow the Documentation or our reasonable instructions.

10. Intellectual property

10.1 Our IP. The Service, the Documentation, and all underlying software, technology, rule logic, content, design, and Intellectual Property Rights are and remain the exclusive property of Confir and its licensors. Other than the license expressly granted in Section 3, you receive no rights in our Intellectual Property Rights.

10.2 Output. Subject to your payment of fees and compliance with this Agreement, you may use the Output generated from your inputs for your internal business purposes. You acknowledge that Output is produced by automated processing of the inputs you provide and is provided subject to Sections 9 and 11.

10.3 Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into our products and services without restriction or obligation to you.

10.4 Trademarks. “Confir” and our logos are our trademarks and trade designations. You may not use them without our prior written consent, except to factually identify your use of the Service.

11. No legal advice; no guarantee of regulatory compliance

11.1 Software tool, not advice. The Service is a software tool designed to help you organise information, perform structured assessments, and produce documentation in connection with the EU AI Act. The Service does not constitute legal, regulatory, compliance, or professional advice, and use of the Service does not create a lawyer–client or advisory relationship. Confir does not provide legal services within the meaning of the German Legal Services Act (Rechtsdienstleistungsgesetz, RDG).

11.2 How the Service works. The Output is generated by applying predefined rules and logic to the information you input. The accuracy, completeness, and usefulness of the Output depend entirely on the accuracy and completeness of the information you provide. The Service does not independently verify your inputs.

11.3 No guarantee of compliance. We do not warrant or guarantee that use of the Service, or reliance on any Output, will result in or ensure compliance with the EU AI Act or any other law, regulation, standard, or requirement, or that any Output reflects the most current legal position. Laws and their interpretation change, and individual circumstances vary.

11.4 Your responsibility. You remain solely responsible for your own legal and regulatory compliance, including determining the risk classification and obligations applicable to your AI systems, and for any decisions you make. You should obtain advice from qualified legal and compliance professionals before relying on any Output for compliance, regulatory filings, or other significant decisions. Subject to Section 12, we are not liable for any decision made, or action taken or not taken, in reliance on the Service or any Output.

12. Limitation of liability

12.1 Unlimited liability. We are liable without limitation (a) for damage caused intentionally or by gross negligence; (b) for culpably caused injury to life, body or health; (c) under the German Product Liability Act (Produkthaftungsgesetz); (d) for fraudulent concealment of a defect; and (e) to the extent we have given an express guarantee (Garantie), within the scope of that guarantee.

12.2 Slight negligence. In cases of slight negligence we are liable only for breach of a material contractual obligation, i.e. an obligation whose fulfilment is essential for the proper performance of the Agreement and on whose fulfilment you regularly rely and may rely (Kardinalpflicht). In such cases our liability is limited to the damage that is typical for this type of contract and was foreseeable at the time the Agreement was concluded, and is capped, per contract year, at the total fees you paid for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. Otherwise, liability for slight negligence is excluded.

12.3 Consequential loss. Subject to Section 12.1, we are not liable for indirect or consequential loss, loss of profit, loss of business or anticipated savings, save to the extent such loss is typical and foreseeable within the meaning of Section 12.2.

12.4 Loss of data. Subject to Section 12.1, our liability for loss of Customer Data is limited to the cost of restoring the data from the backups you would have made had you exported or backed up your data at reasonable intervals in line with Section 4.1(e).

12.5 Scope. The limitations in this Section apply to all claims arising out of or in connection with the Agreement, whatever the legal basis (including contract, tort and pre-contractual liability), and also for the benefit of our employees, agents and subcontractors. They do not affect mandatory statutory liability, nor do they reverse the statutory burden of proof. Your obligation to pay fees and the indemnities in Section 14 are not subject to the cap in Section 12.2.

12.6 Limitation period. Claims for damages against us, other than those under Section 12.1, become time-barred one (1) year after the statutory limitation period would begin to run.

13. Confidentiality

13.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential, including the Service's non-public features, pricing, and business and technical information. Customer Data is your Confidential Information.

13.2 Obligations. The Recipient will: (a) use the Discloser's Confidential Information only to perform under this Agreement; (b) protect it using at least reasonable care; and (c) not disclose it except to its personnel, advisers, and subcontractors who need to know it and are bound by confidentiality obligations no less protective than these.

13.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was lawfully known to the Recipient without obligation of confidence, is independently developed without use of the Confidential Information, or is rightfully received from a third party. The Recipient may disclose Confidential Information where required by law or a competent authority, giving prior notice where lawfully permitted.

14. Indemnification

14.1 By you. You will indemnify and hold harmless Confir and its personnel from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to: (a) Customer Data, including any claim that it infringes the rights of, or has caused harm to, a third party; (b) your use of the Service in breach of this Agreement or applicable law; or (c) your breach of Section 4 or Section 7.2 — in each case to the extent you are responsible for the matter giving rise to the claim.

14.2 Procedure. Our right to indemnification is conditional on us promptly notifying you of the claim, giving you control of the defence and settlement (provided no settlement imposes any non-monetary obligation or admission on us without our consent), and providing reasonable cooperation at your expense.

15. Third-Party Services

The Service may interoperate with or provide access to Third-Party Services. We do not control and are not responsible for Third-Party Services, and your use of them is governed by the relevant third party's terms. Any exchange of data between you and a Third-Party Service is solely between you and that third party.

16. Changes to the Service and to these Terms

16.1 Changes to the Service. We may modify, add, or discontinue features of the Service as described in Section 3.4. We may discontinue the Service as a whole on at least three (3) months' prior notice; in that case, for prepaid subscriptions, we will refund the fees covering the unused remainder of your then-current paid period.

16.2 Changes to these Terms. We may amend these Terms where this is necessary for good reason — in particular to reflect changes in law or case law, changes in our technical or commercial environment, or the introduction of new features — provided the amendment does not disturb the balance of the Agreement to your detriment. We will notify you of the amended Terms by email or in-product notice at least thirty (30) days before they take effect, highlighting the changes. If you do not object in text form (e.g. by email) before the effective date, the amended Terms are deemed accepted from that date; we will draw your attention to this consequence in the notification. If you object, the Agreement continues under the existing Terms and either party may terminate it with effect from the end of the current paid period.

17. General provisions

17.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.2 Jurisdiction. If you are domiciled outside Germany, the courts at Confir's place of business (see Section 1) have exclusive jurisdiction for all disputes arising out of or in connection with this Agreement (Art. 25 of Regulation (EU) No 1215/2012 / § 38 (2) ZPO); we may also bring proceedings against you at your general place of jurisdiction. If you are domiciled in Germany, the statutory rules on jurisdiction apply, and if you are a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the courts at Confir's place of business have exclusive jurisdiction to the extent permitted by § 38 ZPO.

17.3 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics, government action, labour disputes, failures of utilities or telecommunications, internet or hosting provider outages, or cyber-attacks.

17.4 Assignment and business succession. You may not assign or transfer this Agreement without our prior written consent. We may transfer this Agreement, in whole, to a legal entity that takes over the Confir business (for example on conversion of the sole proprietorship into a company, or on a sale of the business), on at least thirty (30) days' notice to you. If you do not wish to continue the Agreement with the successor, you may terminate the Agreement with effect from the date of transfer, and we will refund any prepaid fees for the unused period.

17.5 Subcontractors. We may use subcontractors and sub-processors to provide the Service. We remain responsible for their performance under this Agreement. Sub-processing of personal data is governed by the DPA.

17.6 Notices. We may give notice by email to the address associated with your account or by posting in the Service. You must send legal notices to us at legal@confir.eu and, where requested, to our postal address (Section 18). Notices sent by email are deemed received on the day of sending (or the next business day if sent outside business hours). Declarations that are required to be in writing (Schriftform) under this Agreement may be made in text form (Textform, § 126b BGB), including by email.

17.7 Entire agreement. This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings on that subject. Individual agreements made with you in a specific case take precedence over these Terms.

17.8 Standard terms. These Terms are general terms and conditions within the meaning of §§ 305 et seq. BGB. By accepting them at checkout, you confirm that you had a reasonable opportunity to review them before entering into the Agreement.

17.9 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect. In place of the invalid provision, the statutory rules apply.

17.10 Waiver. No failure or delay in exercising any right is a waiver of it, and no waiver is effective unless in text form.

17.11 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

17.12 No third-party beneficiaries. This Agreement does not confer any rights on any person other than the parties, except as expressly stated.

17.13 Language. This Agreement is concluded in English. If we provide a translation, the English version prevails in the event of any conflict, unless mandatory law requires otherwise.

17.14 Set-off and retention. You may set off against our claims, or exercise a right of retention, only where your counterclaim is undisputed or has been finally determined by a court.

18. Contact

Confir (owner: see Imprint)
Kirchweg 3
92256 Hahnbach, Germany
VAT ID: DE306629541
Email: legal@confir.eu
Website: confir.eu