Terms of Service

1. Agreement

These Terms of Service (the “Terms”) form a binding agreement between Haulbi GmbH (“Haulbi”, “we”) and the legal entity that registers for or accesses the Haulbi service (the “Customer”, “you”). By creating an account, accepting an order form, or using the service, you agree to these Terms on behalf of your organisation.

[TODO: legal review — these Terms are a template and must be reviewed by counsel before being presented to customers. The order form / DPA / SLA referenced below are still placeholders.]

2. Service description

Haulbi provides a multi-tenant B2B wholesale platform combining CRM, ERP, finance, and an append-only journal, together with connectors and APIs (the “Service”). The features available to Customer are described in the order form, in-product documentation, and at haulbi.com. We may update the Service to add features, fix bugs, or improve security; material removals will be communicated at least 30 days in advance.

3. Account & access

Customer is responsible for maintaining the confidentiality of account credentials, for provisioning and de-provisioning its users, and for all activity that occurs under its workspace. Customer must provide accurate registration information and keep it up to date. We may suspend access if we reasonably believe credentials have been compromised.

4. Acceptable use

Use of the Service must comply with our Acceptable Use Policy, which is incorporated by reference into these Terms. Breach of the AUP is a material breach of these Terms.

5. Fees & payment

Customer will pay the subscription fees and any usage-based charges set out in the applicable order form. Unless stated otherwise, fees are:

• Quoted and invoiced in Euro (€), exclusive of VAT and other applicable taxes;
• Payable within fourteen (14) days of the invoice date by SEPA direct debit, bank transfer, or credit card via our payment processor;
• Non-refundable except where required by mandatory law.

Late payments accrue interest at the statutory rate (§ 288 BGB). We may suspend the Service for accounts that are more than 30 days overdue, after written notice.

6. Intellectual property

We retain all rights, title and interest in and to the Service, including the underlying software, trademarks, and documentation. Customer retains all rights, title and interest in and to the data it uploads to the Service (“Customer Data”). Customer grants us a limited, non-exclusive licence to host, process and display Customer Data solely to operate the Service on Customer’s behalf.

Feedback, suggestions or ideas you provide may be used by us freely and without obligation.

7. Confidentiality

Each party will protect the other’s confidential information with the same standard of care it uses for its own (and at least reasonable care), and will use such information only to exercise rights and perform obligations under these Terms. Confidentiality obligations survive termination for three (3) years. This section does not apply to information that is public, already known, or independently developed.

8. Warranties & disclaimers

We will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated, the Service is provided “as is” and “as available”, and we disclaim all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that it will meet Customer’s particular requirements.

9. Limitation of liability

Except for liability arising from (i) breach of confidentiality, (ii) infringement of the other party’s intellectual property rights, or (iii) gross negligence or wilful misconduct, each party’s aggregate liability for all claims arising out of or in connection with the Service in any twelve-month period is limited to the fees paid or payable by Customer during that period.

Neither party is liable for indirect, consequential, incidental or punitive damages, including lost profits or lost data, even if advised of the possibility of such damages.

10. Term & termination

These Terms start on the effective date of the order form and continue for the initial subscription term, automatically renewing for successive periods of equal length unless either party gives at least 30 days’ written notice before the end of the then-current term. Either party may terminate for material breach after a 30-day cure period. We may suspend the Service immediately where continuation would breach the law, compromise security, or cause imminent harm.

On termination, Customer may export Customer Data for 30 days, after which we will delete or anonymise it in accordance with our retention policy.

11. Data processing

Where Haulbi processes personal data on behalf of Customer, the parties’ respective obligations are set out in the Data Processing Agreement available at /legal/dpa, which is incorporated into these Terms. In the event of any conflict between these Terms and the DPA on data-protection matters, the DPA prevails.

12. Changes

We may update these Terms from time to time. Material changes will be notified at least 30 days in advance by email and by a banner inside the Service. Continued use after the effective date constitutes acceptance of the updated Terms; if you do not agree, you may terminate before the effective date.

13. Governing law & jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for disputes arising from or in connection with these Terms is Berlin, Germany, provided that we may also seek injunctive relief in any court of competent jurisdiction.

14. Contact

Questions about these Terms? Email hello@haulbi.com or use our contact form.