Terms and conditions

Version: 24.09.2026

Preliminary remarks

A boring.legal GmbH, Pappelallee 78/79, 10437 Berlin (‘Provider’) develops and operates a software-based platform as software-as-a-service (SaaS) at www.boring.tax that enables companies to manage and handle contractual, accounting and tax matters digitally (the ‘boring platform’). The Provider grants natural or legal persons (each a ‘Customer’) and the natural persons authorised by the Customer for this purpose (‘Users’) access to the boring platform via a web page at a specific internet address (URL). The Provider and the Customer are each referred to individually as a ‘Party’ and together as the ‘Parties’.

B The functionality of the boring platform is divided into a part covering accounting and tax (‘Tax Functionality’) and a part covering contract drafting, preparation, execution, filing and management (‘Legal Functionality’). In particular, the boring platform enables the Customer to transmit content (including accounting records, contracts, documents and other content) and to create content (including contracts, documents and other content) (‘Customer Content’).

C The Provider further enables Customers to contact the Provider’s cooperation partners in the fields of law and tax (each a ‘Cooperation Partner’) for the purpose of concluding separate contracts with the Cooperation Partners for individual advice and for the preparation of related work results (‘Cooperation Partner Work Results’) by the Cooperation Partner for a Customer (each a ‘Cooperation Partner Contract’). Customers may use the Cooperation Partner Work Results as Customer Content within the boring platform.

§ 1 Scope, contractual relationships and conclusion of contract

These general terms and conditions of the Provider (“Terms of Use”) apply to all rights and obligations of the Provider and the Customer arising from and in connection with the provision of the boring platform, whether free of charge or for a fee, and the arrangement of agreements with Cooperation Partners. The Provider does not recognise any general terms and conditions of the Customer that conflict with or deviate from these Terms of Use or from statutory provisions, unless the Provider has expressly agreed to their validity in writing.
A free test account (“Demo Account”) and a paid customer account are available; the conditions of the latter depend on the Customer’s company and the service package selected (e.g. “Starter” or “Professional”; the service packages currently available can be found at: https://boring.tax/de/pricing/) (“Customer Account”, together with the Demo Account the “Account”). There is no entitlement to the creation of an Account or to the associated conclusion of a contract for the use of the boring platform (“Usage Contract”). The creation of an Account can be requested online at www.boring.tax or by email. Every creation of an Account requires the conclusion of a Usage Contract, and every Usage Contract is concluded subject to these Terms of Use.
A prerequisite for the creation of a Customer Account with Tax Functionality and the associated conclusion of a Usage Contract is that, as part of the registration process, the Customer concludes a tax advisory contract with a Cooperation Partner of boring that is one of the persons named in § 3 StBerG (German Tax Advisory Act) (currently boring.tax Steuerberatungsgesellschaft mbH, Mörikestraße 1, 70178 Stuttgart). This is necessary because certain services acquired via the Provider may, for reasons of professional law, only be performed by a person named in § 3 StBerG. The details are set out in that contract, which can be viewed and retrieved during the process. The tax advisory services are provided and invoiced by the tax advisor directly to the Customer in accordance with the German Tax Advisors’ Remuneration Ordinance (StBVV) or a separate remuneration agreement. They are not part of the remuneration charged by the Provider for the use of the boring platform; the Provider does not collect the tax advisor’s remuneration and receives no share of it. That contract does not constitute a Cooperation Partner Contract within the meaning of preliminary remark C.
Usage Contracts may only be concluded by entrepreneurs, i.e. natural or legal persons under private or public law or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity (§ 14 BGB, German Civil Code). The Customer shall prove its status as an entrepreneur upon the Provider’s request when concluding the contract, e.g. by stating its VAT identification number, providing an extract from the commercial register or other suitable evidence. The data required for this must be provided completely and truthfully.
Specifically, a Usage Contract is concluded as follows:

a) The Customer requests the creation of a Demo Account or a Customer Account (or the upgrade of an existing Demo Account to a Customer Account, including the selection of a specific service package on the boring platform).

b) For this purpose, the Customer provides the required information (including name and email address, company name, company revenue, payment details, etc.) and selects the service package suitable for the Customer’s company (e.g. “Starter”, “Professional” or “Holding”) and the minimum contract term, which determines the specific terms of the Usage Contract (including the minimum contract term, the remuneration and the scope of functions).

c) The Customer undertakes to provide all information completely and correctly and has the opportunity to review and correct its information before completing the request.

d) Before submitting the request, the Customer also has the opportunity to take note of and save these Terms of Use. By submitting the request, the Customer agrees to these Terms of Use, which is a prerequisite for the conclusion of a Usage Contract.

e) The request constitutes a binding offer to use the boring platform within the scope of a Demo Account or Customer Account on the respective terms.

f) The Provider accepts the offer either by confirming the Usage Contract by email (e.g. in the form of an order confirmation) or by activating access to the boring platform under the Demo Account or Customer Account for the first time, whichever occurs first.

The Usage Contract does not entitle the Customer to the conclusion of a Cooperation Partner Contract. The Customer’s rights and obligations with regard to the services to be provided to the Customer by a Cooperation Partner (for instance in the form of Cooperation Partner Work Results) are governed exclusively by the provisions of the Cooperation Partner Contract.
Usage Contracts are concluded exclusively in the German language.
By submitting its declaration aimed at concluding a Usage Contract with the Provider, the declaring party warrants that it is authorised to conclude the Usage Contract on behalf of the person named in the declaration, in particular the Customer, and that it is making the declaration as or on behalf of an entrepreneur.
The Customer guarantees and is responsible for ensuring that the natural person concluding the Usage Contract with the Provider has the necessary authority and power of representation to act on behalf of the Customer. The Customer shall ensure that all necessary internal approvals and consents have been obtained.

§ 2 Functionality of the boring platform

Within the Tax Functionality, and depending on the service package agreed in the Usage Contract, the Provider makes available to the Customer various functionalities in the field of accounting and the associated preparation of tax documentation. These include (i) the synchronisation of the Customer’s transactions on bank and credit card accounts and with other payment service providers via various technical means (including via an API interface or by means of uploaded files); (ii) the capture of receipts (including by email, WhatsApp or upload); and (iii) the automated extraction of data from the receipts and their subsequent matching to the synchronised transactions on the basis of the extracted data. Bookings are made on the basis of the DATEV standard charts of accounts SKR 03 or SKR 04 and are subject to a quality assurance review by qualified staff of a Cooperation Partner of the Provider, who may also submit the advance VAT return to the competent tax office on the Customer’s behalf after the review has been completed. In addition, the Customer can communicate individually with the Cooperation Partner via the boring platform. The extent to which the preparation of the annual financial statements and the business (annual) tax returns forms part of the services owed by the Provider is determined by the service package purchased by the Customer, as specified in the Usage Contract. If the preparation of the annual financial statements and the business (annual) tax returns is not part of the purchased service package, the Customer may separately request their preparation via the Provider.
Within the Legal Functionality, and depending on the service package purchased for the agreed Usage Contract, the Provider gives the Customer access to a library of contract and document templates from various areas of law (including employment law and general commercial law). The Customer can supplement, adapt and complete these interactively and individually on the boring platform. In addition, the Customer can use an integrated eSigning function (SES) for electronic signatures. All documents are stored centrally on the boring platform. Documents can be exported in Word or PDF format.
For clarification: under the Usage Contract, the Provider at no time provides or offers the Customer any services that are subject to regulatory or professional law requirements in the fields of law and tax. This applies in particular to legal services under the German Legal Services Act (RDG) and to assistance in tax matters and related tax advisory services under the German Tax Advisory Act (StBerG). Such services can only be agreed directly between the Customer and the Cooperation Partner within the scope of a Cooperation Partner Contract.

§ 3 Provision of the boring platform, use and suspension

The Provider makes the boring platform, with the respectively agreed scope of functions, available for use by the Customer and its Users at the router output of the data centre in which the server with the relevant software is located (‘Transfer Point’). The Provider does not owe the establishment and maintenance of the data connection between the IT systems of the Customer or the Users and the Transfer Point.
The Provider provides the technical infrastructure required for the provision of the boring platform as well as the configuration of the servers and their accessibility via the internet. The Provider carries out maintenance work on a regular basis. To operate and maintain the boring platform, the Provider regularly performs data backups.
To use the boring platform, the Customer requires hardware and software that meet the Provider’s requirements as well as internet access. A description of the technical requirements to be met by the Customer for the use of the boring platform can be found at www.boring.tax or on the boring platform. The Provider may adapt these to the current state of the art as required. The Provider will inform the Customer of such adaptations in good time.
The availability of the boring platform at the Transfer Point is ninety-eight percent (98.0%) per calendar month (‘Availability’).
The Provider is entitled to temporarily suspend or restrict the provision of the boring platform in order to carry out servicing and maintenance work (‘Scheduled Maintenance’). The Provider will endeavour to inform the Customer of this via the boring platform or by email with reasonable notice before the start of the Scheduled Maintenance. Where possible, the Provider carries out servicing and maintenance work at times of low usage. The Provider’s right to take suitable measures at any time, even without notice, to avert specific threats to the security and integrity of the systems remains unaffected. Restrictions of availability due to such security measures and/or Scheduled Maintenance shall be deducted when calculating Availability. Scheduled Maintenance may not exceed a total duration of three (3) hours per month.
The Provider points out to the Customer that restrictions or impairments of the boring platform may arise that are beyond the Provider’s control. These include, in particular, actions of persons not acting on behalf of the Provider and technical conditions of the internet that cannot be influenced by the Provider. The hardware, software and technical infrastructure used by the Customer may also affect the Provider’s contractual services. To the extent that such circumstances affect the availability or functionality of the boring platform, this has no effect on the contractual conformity of the services to be provided and provided by the Provider.
The Customer acknowledges that, based on the current state of the art, it is impossible to produce complex software products that are entirely free of errors. The Provider therefore does not owe complete freedom from errors of the software solution and the boring platform, but only freedom from such errors as significantly restrict their use.
Unless specific requirements or functionalities have been expressly and separately agreed between the Provider and the Customer, the Customer has no entitlement to specific functionalities of the boring platform. The Provider is entitled at any time to extend or improve the boring platform, in particular to adapt it to technical progress or to changed legal requirements. This also includes the extension, restriction or modification of individual functionalities, including the design, method of operation, technical specifications and systems of or for the boring platform. The Provider will notify the Customer of intended material changes to the boring platform with reasonable advance notice.
To protect the boring platform and Customer Content, the Provider uses commercially reasonable physical, logical and technical measures. However, attacks on security or security incidents in connection with the boring platform, such as unauthorised access to the Customer’s Account, cannot be ruled out. The Provider assumes no obligation or responsibility for such attacks or incidents to the extent that they occur outside the Provider’s ability to control them through such reasonable measures.
The boring platform automatically creates regular backups (usually daily) of the Customer Content. Unless otherwise agreed, the Customer is additionally solely responsible for making additional backups of all customer data and Customer Content in a different environment. For this purpose, the Customer can export Customer Content and customer data on the boring platform on its own responsibility.
The Provider may use the assistance of third parties in providing all contractual services and/or have the services provided in whole or in part by a third party.
The Provider is entitled to block the Customer’s access to the boring platform, temporarily or permanently, with immediate effect if facts suggest that a. there is a breach of the Customer’s obligations under these Terms of Use and the Usage Contract, in particular a breach of the obligations in Clauses 4, 5, 6, 7, 8, 9 and 15; b. the conditions for termination for good cause by the Provider are met; c. the Customer is violating applicable law in the course of using the boring platform; d. there is a material breach of the Customer’s payment obligations; and/or e. the Provider has another legitimate interest in the suspension. The Provider will lift the suspension as soon as the reasons for it no longer apply. The Customer’s obligation to pay the agreed remuneration continues during a suspension. When deciding on a suspension, the Provider will give appropriate consideration to the Customer’s legitimate interests and will give advance warning of a suspension in text form with reasonable notice. In individual cases, a suspension may also be carried out without prior warning by the Provider in order to protect the legitimate interests pursued by the Provider with the suspension, insofar as prior warning is not required by law or for other legal reasons.
Blocking access to the boring platform does not at the same time constitute termination of the relevant Usage Contract. The Provider may only maintain a suspension of access without termination for a reasonable period, at most three (3) months.
The Provider’s claim to payment of the remuneration for the boring platform remains unaffected during the suspension. The Customer is entitled to have access restored after it has demonstrated that it has ceased the use in breach of contract and has prevented future use in breach of contract.

§ 4 Access

Within the role concept of the boring platform, the Customer can enable Users to use all functionalities of the boring platform respectively provided and agreed via the Account and can assign Users rights to manage and configure the Account (each such User an ‘Admin’).
If the Customer is contractually entitled under the service package agreed in the Usage Contract to register several Users, it can request additional accounts for further Users. The Provider will provision these additional accounts at the Customer’s request. The Customer undertakes to provide the Provider upon request with the information required for this, such as the names and email addresses of the additional Users.
The Customer is solely responsible for ensuring that the boring platform is used by the Users in accordance with the Usage Contract and these Terms of Use. The Customer guarantees that it will take the necessary measures to ensure that all Users comply with the applicable provisions, including instructing the Users on the proper use of the platform and compliance with the security requirements.
The Customer guarantees to the Provider that all Users and Admins are fully authorised vis-à-vis the Customer to use the boring platform within the scope of the access rights granted to them.
Access to the boring platform is via the Account using usernames and passwords. For the first login, the Provider will provide the Customer with a username and password. Within the portal, usernames and passwords can be assigned to Users and Admins and changed by the respective persons.

§ 5 Cooperation Partner Contracts and Cooperation Partner Work Results

The Provider enables the Customer to request services from Cooperation Partners online in order to conclude Cooperation Partner Contracts, for instance for individual advice in the fields of law and/or tax from qualified and state-licensed tax advisors and/or lawyers. Insofar as the Customer submits corresponding declarations, the Customer agrees that the Provider may transmit the declarations and all necessary data of the Customer, including its contact details, to the respective Cooperation Partner.
The Customer acknowledges that (i) the Cooperation Partner provides all services to be provided to the Customer under a Cooperation Partner Contract concluded between the Cooperation Partner and the Customer (such as the delivery of Cooperation Partner Work Results) in its own name and for its own account, (ii) no contractual relationship between the Customer and the Provider is established in this respect, (iii) any remuneration under the relevant Cooperation Partner Contract, insofar as agreed therein, is payable exclusively to the Cooperation Partner, and (iv) the Provider does not provide any services to the Customer in connection with the use of Cooperation Partner Work Results made available by the Cooperation Partner to the Customer on the basis of a Cooperation Partner Contract and assumes no obligations towards the Customer with regard to the lawfulness and use of such Cooperation Partner Work Results.
Insofar as the Customer uses Cooperation Partner Work Results on the boring platform, these are deemed Customer Content in the relationship between the Provider and the Customer, and all provisions of the Usage Contract concerning Customer Content apply without restriction.

§ 6 Intellectual property and rights of use

With the exception of the rights expressly granted in the Usage Contract, all intellectual property rights existing in relation to the boring platform and to parts or further developments thereof, as well as all related know-how, remain fully with the Provider, its third-party suppliers and licensors.
For the term of the Usage Contract, the Provider grants the Customer the non-exclusive, non-transferable and non-sublicensable right to permit its Users and Admins to access the boring platform via its Account in accordance with the Usage Contract, exclusively for the purpose of using the boring platform for the Customer’s internal purposes.
Beyond the limited rights granted in the Usage Contract, the Provider acquires no rights to Customer Content. In order to provide the boring platform and to comply with legal obligations and official orders, the Customer grants the Provider and its subcontractors the necessary rights to use, host, transmit, display and reproduce the Customer Content.
The Customer is prohibited from using the boring platform in breach of contract, in particular from using the boring platform for the following purposes: (i) performing tests, reverse engineering and decompiling the underlying source code, (ii) accessing or using the boring platform in a manner intended to avoid fees incurred or to circumvent the usage restrictions of the respective individual agreement, (iii) any unauthorised making available to the public of the boring platform or of the Provider’s marks, (iv) monitoring data traffic when using the boring platform without the Provider’s prior documented consent.
The Customer grants the Provider an irrevocable right of use, unlimited in terms of territory and time, to its recommendations, corrections or other feedback for use in and incorporation into the boring platform and for any other unrestricted commercial exploitation for its own or third-party business purposes.
The Provider is entitled to refer to the contractual relationship with the Customer in a suitable form in brochures, on the internet and in publications (e.g. reference lists) and to use the Customer’s marks in this context. If the Customer does not agree to this, it will notify the Provider accordingly in text form.

§ 7 Remuneration

For the use of the boring platform, the Customer shall pay the Provider the remuneration agreed in the Usage Contract. In accordance with Clause 1(3), the remuneration is based on the service package (e.g. ‘Starter’ or ‘Professional’) selected by the Customer when registering the Account and the associated conclusion of the Usage Contract. The service packages differ in particular in the scope of functionalities, the number of permitted Users and the storage capacity provided. Details can be found in general at https://boring.tax/de/pricing/ and specifically in the confirmation of the respective Usage Contract.
Unless otherwise stated, all prices agreed between the Parties or otherwise stated by the Provider are exclusive of any applicable statutory VAT.
The monthly or annual remuneration agreed between the Parties becomes due at the start of services in accordance with Clause 14(1) or, in the event of renewal in accordance with Clause 14(2), at the beginning of the respective following contract month. The remuneration is payable in full in advance for the respective contract month or contract year and, in the event of increases in the remuneration during the month or year as a result of changes to the agreed services, for the remaining part of the contract month. The remuneration is due for payment by the Customer fourteen (14) days after the Provider issues the invoice.
After the expiry of twelve (12) months from the start of services in accordance with Clause 14(1), the Provider reserves the right to increase the prices for the provision and use of the boring platform on which the conclusion of the Usage Contract was based in order to compensate for increases in personnel and other costs, to the extent that these increases affect the boring platform. The Provider will announce such price increases to the Customer by email no later than one (1) month before they take effect; the price increases do not apply to periods for which the Customer has already made payments. If the price increase amounts to more than five percent (5%) of the previous price, the Customer is entitled to terminate the Usage Contract in its entirety with effect from the end of the period for which the Customer has already made payments. The Provider will inform the Customer of this right of termination together with each announcement of a price increase.

§ 8 Customer’s responsibility, indemnification and deletion

The Customer shall itself ensure that all Users and Admins: a) use the boring platform exclusively within the scope of the rights of use under Clause 6(2); b) strictly comply with all security and usage requirements communicated or made accessible via the boring platform or otherwise; c) refrain from all measures that could endanger the security and stability of the boring platform, in particular do not retrieve information or data without authorisation, interfere with the software solution, penetrate the Provider’s data networks or transmit viruses, trojans or other malware; d) do not grant unauthorised third parties access to the boring platform; e) do not, in the course of using the boring platform, infringe copyrights, trademark rights, personality rights or other rights of third parties or other law, or violate confidentiality obligations or public morals; g) keep usernames, passwords and other access data secret, do not pass them on to unauthorised third parties and protect them against access by third parties with suitable measures that meet current requirements; and h) provide all information and data about or in connection with the boring platform, including information when concluding the Usage Contract and when designating Admins and Users, truthfully and completely and always keep it up to date.
The Customer can upload Customer Content to the boring platform via various technical means within the Tax Functionality and the Legal Functionality. In this respect, the following provisions apply in addition: a) The scope and number of Customer Content created and/or uploaded are subject to certain technical limits (so-called caps) depending on the service package agreed in the Usage Contract, which are based, among other things, on the size of the Customer’s company and technical factors. b) The Customer is not entitled to circumvent the respective technical limits. There is expressly no entitlement to unlimited creation and uploading of Customer Content. c) The Customer may at any time request an increase of these technical limits by way of an amendment to the Usage Contract. The Provider reserves the right to demand an adjustment of the remuneration under the Usage Contract for such an increase. d) The Provider reserves the right to take security measures in the event of an unusually high level of creation and uploading of Customer Content, including temporarily blocking access (Clause 3(12)).
The Customer is obliged to monitor Customer Content comprehensively and to delete it immediately in the event of a breach of the provisions of these Terms of Use.
The Customer is obliged to inform the Provider without undue delay if it becomes aware of a suspicion that (i) usernames, passwords or other access data may have become known to unauthorised persons, (ii) the security of the boring platform is at risk, or (iii) the Customer, an Admin or a User has violated the provisions of the Usage Contract.
The Customer is fully responsible to the Provider for the use of the boring platform and compliance with the Terms of Use by all Users and Admins designated by or for it.
The Customer is obliged to indemnify the Provider against all damages, third-party claims and costs, including reasonable legal costs, incurred by the Provider in connection with actual or alleged infringements by the Customer (including by Admins and Users) of intellectual property rights, other third-party rights or applicable law in connection with the use of Customer Content and the use of the boring platform, insofar as the Customer is responsible for this.
The Provider is entitled at any time to delete or block Customer Content or other data uploaded by the Customer which, in the Provider’s assessment, may infringe the rights of third parties, these Terms of Use or other law. The Provider will inform the Customer of any such deletion or blocking.

§ 9 Data protection and service-generated data

The Provider and the Customer are responsible for complying with all requirements of applicable data protection law.
The Customer remains the controller with regard to personal data contained in Customer Content and must therefore always check whether the processing of the Customer Content and the use of the boring platform is covered by an appropriate legal basis. Under the Usage Contract, the Provider will process personal data on behalf of the Customer. For this purpose, the Parties conclude the agreement on the processing of personal data on behalf of the controller attached to these Terms of Use as Annex – Data Processing Agreement.
In accordance with Clause 8(5), the Customer is obliged to indemnify the Provider against all damages, third-party claims and costs incurred by the Provider in connection with actual or alleged violations of applicable data protection law resulting from the Customer having personal data processed by the Provider in breach of applicable data protection law, insofar as the Customer is responsible for this.
The Provider is entitled to generate, aggregate, analyse and evaluate data or information about the provision or use of the boring platform, including activity logs or other data about the use of the boring platform by the Customer, including Customer Content (‘Service-Generated Data’), for the following purposes, anonymised where possible (‘Evaluation’). The Evaluation takes place during the term of the Usage Contract for the following purposes: (i) further development and improvement of the boring platform and development of new products and services; (ii) improvement of technical capacities and infrastructure; (iii) training and development of machine learning algorithms and identification of patterns and correlations for artificial intelligence purposes; (iv) review, development and adaptation of technical security requirements and (v) analysis of trends and developments, creation of indices and anonymous benchmarking.

§ 10 Communication and monitoring

The Customer shall name a main contact person to the Provider, stating their surname, first name, form of address and email address, and shall notify the Provider of any changes without undue delay. If the Customer does not expressly name a main contact person, the User who concludes the Usage Contract with the Provider on behalf of the Customer is deemed to be the main contact person. Declarations of the Provider are deemed to have been received by the Customer upon notification to the main contact person.
The Provider reserves the right to survey the Customer and its Users regarding the boring platform and their experience with it. Participation in surveys is voluntary and, on request, can also be anonymous.
For billing purposes and to improve its products, the Provider reserves the right to track user behaviour when using the boring platform and to evaluate it in at least pseudonymised form. The Provider undertakes neither to pass on the data collected for this purpose nor to use it for other purposes.

§ 11 Warranty and indemnification by the Provider

From the start of services in accordance with Clause 14(1) until the termination of the Usage Contract, the Provider warrants that the boring platform at the Transfer Point has the functionalities, properties and performance features agreed in the Usage Contract.
The Provider will remedy defects of the boring platform notified in text form (email is sufficient) within a reasonable period.
If the Provider is responsible for a defect or if it lasts longer than forty-eight (48) hours, the Customer is entitled to a proportionate reduction of the remuneration.
The Provider’s no-fault liability under tenancy-law and similar usage relationships for defects and errors already existing at the time the contract is concluded, as well as the application of the right of self-remedy under § 536a (2) BGB, is excluded.
The Provider does not give any guarantee for a specific property of the boring platform, nor does it warrant such a property. Technical data, specifications and performance information serve solely to describe the services.
If the Customer’s use of the boring platform in accordance with the Usage Contract infringes the intellectual property rights of third parties and corresponding claims are asserted, the Customer shall notify the Provider thereof in text form without undue delay. The Provider will, at its own discretion and expense, (i) procure the necessary right of use for the Customer, (ii) modify the service so that it can be used without infringing any rights, or (iii) continue to provide the boring platform with the affected functionalities disabled against a reasonable reduction of the remuneration.
In accordance with Clause 12, the Provider is obliged to indemnify the Customer against all damages, third-party claims and costs incurred by the Customer as a result of a claim under Clause 11(6).
There is no defect insofar as the impairment of quality is based on (i) hardware or software of other manufacturers used with the Customer’s system, (ii) a modification made or commissioned by the Customer, (iii) a breach of the Usage Contract by the Customer or (iv) any other circumstance for which the Customer is responsible.
All warranty claims of the Customer end with the termination of the Usage Contract. Claims for damages and indemnification remain unaffected.
The Customer’s rights in respect of defects are excluded insofar as the Customer makes or has made changes to the boring platform without the Provider’s consent, unless the Customer proves that the changes have no unreasonable effects on the analysis and remedying of the defects.
If the Provider provides services in identifying or remedying defects without being obliged to do so, the Provider may demand remuneration based on the effort incurred if the Customer failed to recognise the absence of a defect at least through gross negligence.

§ 12 Limitation of liability

Subject to Clause 12(3), neither Party is liable for the following damages: a) loss of anticipated savings; b) loss of anticipated profits; c) damage to reputation or reduction of goodwill; d) consequential damage caused by a defect or damage spreading from a defective part to other parts; e) no-fault liability of the Provider under § 536a (1), 1st alternative BGB for defects of the boring platform already existing at the time the contract is concluded, insofar as the defect does not relate to a warranted property or guarantee; f) in the event of loss or destruction of data, the Provider’s liability is limited in amount to the damage that would have occurred even if the data had been properly backed up (by the Customer).
In the event of slight negligence, the Provider is liable – unless otherwise provided in Clause 12(3) – only for the breach of a material contractual obligation in a manner that jeopardises the purpose of the contract and for the breach of a cardinal obligation, and only to the extent of the damage that was foreseeable and typical at the time the Usage Contract was concluded.
The Parties agree that the foreseeable damage arising from or in connection with this contract does not exceed the remuneration paid under the Usage Contract in the twelve (12) months preceding the occurrence of the damage. If the contract term is shorter than twelve (12) months, the foreseeable damage is limited accordingly to the remuneration actually paid.
The Parties’ liability for intent or gross negligence, fraud and fraudulent intent, breach of a quality guarantee, damages resulting from injury to life, body or health and under the German Product Liability Act remains unaffected by the above limitations of liability.
All claims of the Customer for damages and indemnification (with the exception of Clause 12(4)) become time-barred at the latest one (1) year after the respective claim arises.
The limitations of liability in this Clause 12 apply to the same extent in favour of the Provider’s corporate bodies, legal representatives, employees and other vicarious agents.

§ 13 Force majeure

The Provider’s contractual obligations lapse in the event and for the duration of force majeure. Such circumstances of force majeure include in particular industrial action not culpably caused by the Provider, fire, explosion, flood, lightning, war, pandemic, mutiny, blockade, embargo, decisions of government authorities or other government regulations, technical faults in the network of the internet service provider, delayed performance by third parties insofar as caused by an event described above, general transport, goods or energy shortages or other similar circumstances.

§ 14 Term and termination

The Usage Contract enters into force upon its agreement between the Parties, with the proviso that the provisions on access to and use of the boring platform take effect as soon as the Customer obtains access to its Demo Account or Customer Account via the boring platform (‘Start of Services’). The Provider will notify the Customer of this in text form.
The Usage Contract for a Customer Account is concluded, at the Customer’s option, for a fixed period (one (1) month or one (1) year from the day of the Start of Services). The Usage Contract is automatically renewed for a further one (1) month in the case of a monthly term or one (1) year in the case of an annual term, unless it is terminated in text form with a notice period of fourteen (14) days to the end of the month (monthly term) or one (1) month (annual term) to the end of the respective contract term.
The right of the Provider and the Customer to terminate for good cause remains unaffected (§ 314 BGB).
Good cause entitling the Provider to terminate exists in particular if: the Customer fails to make a payment owed within fourteen (14) days of a written reminder; not all Admins and Users are authorised to use the platform; the Customer, an Admin or a User repeatedly violates the usage rules in Clause 8(1); the Customer fails to remedy a breach of the Terms of Use within fourteen (14) days despite a reminder; or the Customer objects to an amendment of the Terms of Use.
Upon termination of the Usage Contract, the Provider is entitled to block the Customer’s access to the boring platform. The Provider will continue to allow the Customer to export Customer Content for a period of one (1) month after termination. After this period has expired, the Provider will delete all Customer Content and other data of the Customer and will confirm this to the Customer in text form upon request.
If the Customer is responsible for the reason for termination, the Customer is obliged to continue paying the agreed remuneration to the Provider until the earliest date on which the Usage Contract would have ended in the event of ordinary termination.
Any termination and any notification of a suspension must be in text form (email is sufficient). Termination by the Customer by email is only effective if sent to the email address specified in Clause 18(7) or via a corresponding termination option on the boring platform.

§ 15 Confidentiality

This Clause 15 also constitutes a confidentiality and non-disclosure agreement between the Provider and the Customer; a separate non-disclosure agreement is not required.

Protected or confidential information is all information that: a) belongs to the information protected under § 2 No. 1 GeschGehG (German Trade Secrets Act); b) has been expressly designated as confidential in writing by a Party; c) is protected by industrial and other property rights, e.g. design material for software (cf. § 69a (1) UrhG, German Copyright Act); d) comprises personal or factual circumstances of the Provider’s customers and is subject to banking secrecy, data protection or a similar duty of confidentiality; or e) whose need for confidentiality arises from the nature of the information, namely concepts, business plans, samples, processes, formulas, source code, production techniques and ideas, product and program specifications, drawings, sales and marketing data, information about pricing and costs and other operating and business secrets.
Inclusion ends if it is demonstrably the case that: a) the information was already known to the receiving Party before it was transmitted; b) it was already publicly known before it was disclosed; c) it became publicly known after disclosure without the involvement of the receiving Party; or d) it was disclosed to the receiving Party by a third party without an obligation of confidentiality.
The protected or confidential information may only be made accessible to those employees, advisors, subcontractors or other third parties who need to know it (‘Need-to-Know Group’). All members of this group must be bound, before disclosure, to confidentiality conditions that are at least equivalent to those of these Terms of Use, including beyond any termination of the respective contractual or employment relationship.
The confidentiality obligation also applies for three (3) years beyond the termination of the Usage Contract.
If a Party so requests, the documents it has handed over must be returned to it after the termination of the contractual relationship, insofar as the other Party cannot assert a legitimate interest. Copies made as part of regular data backup measures are exempt from this obligation to return.

§ 16 Demo Account

The Provider enables the Customer, on a one-time basis and free of charge, to use the boring platform within the scope of a Demo Account for the agreed period and to the defined extent. Unless the Parties agree to continue it as a Customer Account, the Usage Contract for the Demo Account ends automatically when the agreed period expires.
The Demo Account serves exclusively to test and evaluate the functionalities of the boring platform. Productive use is not permitted and may be subject to technical restrictions.
Within the scope of the Demo Account, the Provider makes the boring platform available to the Customer in the form available at the time (‘as is’). The provisions on Availability in Clause 3(4), on warranty and indemnification in Clause 11 and on liability in Clause 12 do not apply.
The Customer has warranty claims only in the event of fraudulent concealment by the Provider. Other liability claims exist only in the event of intent or gross negligence on the part of the Provider.

§ 17 Access to the boring platform via third-party sales and onboarding services

A third-party sales and onboarding service (“SOS”) is a system or checkout flow operated by a third party independent of the Provider into which the boring platform or individual ordering, onboarding or billing functions are technically integrated. This Clause 17 additionally governs the particularities of integrating an SOS. In all other respects, the Terms of Use apply unchanged.
The Usage Contract via an SOS flow is concluded when the Customer completes a registration process in the SOS system environment and submits an offer by clicking a labelled button, subject to these Terms of Use. The contract is concluded by the Provider’s electronic contract confirmation or by the activation of access. Usage Contracts are concluded exclusively between boring and the respective Customer.
Insofar as separately agreed in each case, the SOS may assume claims for remuneration for the use of the boring platform in whole or in part on behalf of the Customer by way of a debt assumption releasing the Customer. To this extent, the corresponding debt of the Customer towards the Provider is extinguished. If the SOS fails to make a third-party payment, the provisions of these Terms of Use continue to apply unchanged vis-à-vis the Customer.
Special conditions may apply to Usage Contracts concluded via an SOS. The conditions shown at the time the contract is concluded are decisive. After twelve (12) months have elapsed, the Provider is entitled to carry out a reconciliation as of a reference date on the basis of the revenues actually processed and to invoice or credit any differences.
The SOS operates its own systems and processes and is neither a representative nor a vicarious agent of the Provider. The Provider is not liable for the availability, errors or delays of the SOS.
Insofar as technically necessary, the Provider will exchange data with the SOS via documented interfaces for the purpose of fulfilling the Usage Contract.
If actual use significantly exceeds the assumptions on which the conclusion of the contract was based, the Provider and the Customer may agree on appropriate organisational measures. Changes to prices or services require a separate agreement in text form.
Termination of the cooperation between the Provider and the SOS does not affect existing Usage Contracts.
Amendments to the Usage Contract are made in accordance with the Terms of Use.

§ 18 Final provisions

In the event of changes in legislation, changes in case law, changes in the conditions of subcontractors to be passed on, or material changes in economic circumstances, the Provider reserves the right to amend these Terms of Use, provided that this does not change essential content of the Usage Contract and the amendment is reasonable for the Customer. If the Customer does not object in text form within six (6) weeks of receipt of the notification, the amendment is deemed approved. The Provider will expressly point out this consequence to the Customer.
The transfer of the Usage Contract by the Customer is only permitted with the Provider’s prior consent in text form. A transfer by the Provider to affiliated companies is always permitted.
The Customer is only entitled to set-off if the counterclaim is undisputed or has been finally established by a court. The assignment of claims against the Provider is excluded; § 354a HGB (German Commercial Code) remains unaffected.
All legal relationships are governed exclusively by the law of the Federal Republic of Germany, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction is Berlin; however, the Provider is also entitled to bring an action at the Customer’s general place of jurisdiction.
Amendments, supplements and ancillary agreements must be made in writing (email is sufficient). This also applies to any amendment of this written form requirement.
Insofar as the Customer makes declarations by email, these only become effective if sent to the following email address: support@boring.legal. The Provider is entitled at any time to notify the Customer of a different email address.
The invalidity of individual provisions does not affect the validity of the remaining provisions. The Provider and the Customer undertake to agree on valid provisions that come as close as possible to the intended purpose of the invalid provisions.

Annex – Data Processing Agreement (separate document, attached to this version as an annex).

Data processing agreement