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To simplify the readability of these General Terms and Conditions, we refrain from using additional female and/or diverse forms. The use of the masculine form is to be understood as gender-neutral.
https://www.smart-zebra.com and https://www.smart-zebra.com/de are browser-based online platforms (hereinafter referred to as the "Platform"). The operator of the Platform is smartZebra GmbH, Siemens-Halske-Ring 2, 03046 Cottbus, Germany, represented by its Managing Director Peter Schmitz (hereinafter referred to as "smartZebra" or "we" or "us").
The Software as a Service (SaaS) tools offered via the Platform are directed exclusively at entrepreneurs (Unternehmer) within the meaning of § 14 of the German Civil Code (BGB).
(1) The subject matter of this contract is the provision of the tools made available on the Platform (hereinafter referred to as the "APPLICATION", including in the plural) for a limited period during the term of the contract in exchange for payment of the agreed remuneration. The specific scope of services is determined by the service description on the Platform at the time of the conclusion of the contract in conjunction with the specific selection of the desired APPLICATION in the order. Notwithstanding sentence 1, smartZebra offers a one-time, free, and non-binding five-day trial of the APPLICATION, which ends automatically five (5) days after the activation of the APPLICATION. In this regard, please refer to Section 7, Para. 2, Sentence 3 of these General Terms and Conditions.
(2) Consulting services by smartZebra are expressly not agreed upon and must, if necessary, be agreed upon separately between the contracting parties.
(3) Insofar as individual contractual agreements exist between smartZebra and the customer which deviate from or contradict these General Terms and Conditions (e.g., in the order), the individual contractual agreements shall prevail.
(4) Terms and conditions of the customer or third parties shall not apply, even if smartZebra has not separately objected to their validity in individual cases. Even if smartZebra refers to a letter containing or referring to the terms and conditions of the customer or a third party, this does not constitute consent to the validity of those terms and conditions.
(1) During the term of the contract, smartZebra shall provide the APPLICATION agreed upon in the order in the version currently approved by smartZebra on a central data processing system or several data processing systems (hereinafter, including in the plural and for external data centers: SERVER) within the scope of the agreed availability for use in accordance with these General Terms and Conditions. smartZebra is responsible for the technical and editorial content of the APPLICATION and the design (e.g., user interface) of the Platform.
(2) The APPLICATION(S) provided by smartZebra are developed and maintained with the greatest possible care. However, smartZebra does not warrant (übernimmt keine Gewähr) that an APPLICATION is suitable for the specific needs of the customer. Each APPLICATION on the Platform serves merely as a guide and is in no way a substitute for professional advice. If necessary, the customer must therefore seek professional advice before using the products. The customer is obligated to select the products carefully and use them on their own responsibility.
(3) With regard to data displayed in an APPLICATION that originates from third-party providers, smartZebra is not responsible for its timeliness, completeness, or accuracy, unless smartZebra is found to be responsible for a lack of timeliness, incompleteness, or an error due to gross negligence or intentional omission.
(4) After the conclusion of the contract, smartZebra shall transmit login credentials to the customer via email and provide the customer with a workspace within the APPLICATION. An expansion of the agreed number of users requires a separate agreement between the parties. If applicable, this may also be carried out by the customer via functions provided by smartZebra within the APPLICATION. There is no entitlement to an expansion of the number of users. All usernames and passwords must be changed by the customer immediately to names and passwords known only to them.
(5) smartZebra may develop additional content/functions/versions of the APPLICATION during the term of the contract. smartZebra is free to integrate these into the APPLICATION and make them available to the customer free of charge or for a separate fee. The customer has no entitlement to this.
(6) If and to the extent that the provision of a new version or a change is accompanied by restrictions on the usability of previously generated data, smartZebra will announce this to the customer in text form (e.g., email) at least four weeks before such a change takes effect. If the customer does not object to the change in text form within a period of two weeks from receipt of the notification of change, the change shall become part of the contract. smartZebra will draw the customer's attention to the aforementioned deadline and the legal consequences of its expiration in the event of failure to exercise the right of objection in each announcement of changes.
(7) smartZebra shall provide storage space on the SERVER for the data provided by the customer (e.g., corporate key figures) (hereinafter referred to as CUSTOMER DATA) from the time of operational readiness.
(8) The transfer point (Übergabepunkt) for the APPLICATION and the CUSTOMER DATA is the router output of the data center used by smartZebra.
(9) smartZebra is not responsible for the quality of the required hardware and software on the part of the customer, nor for the telecommunications connection between the customer and smartZebra up to the transfer point.
(1) smartZebra owes an availability of 98% based on the use of the APPLICATION and the CUSTOMER DATA within a calendar year at the transfer point. The contracting parties understand availability to mean the technical usability of the APPLICATION and the CUSTOMER DATA at the transfer point for use by the customer.
(2) The APPLICATION and/or the CUSTOMER DATA shall also be deemed available within the meaning of (1) in the event of: (a) Disruptions in or due to the condition of parts of the technical infrastructure required to run the APPLICATION that are not to be provided by smartZebra or its vicarious agents (Erfüllungsgehilfen); (b) Disruptions or other events not (co-)caused by smartZebra or one of its vicarious agents; (c) Insignificant reduction in suitability for the contractually agreed use; (d) Planned non-availabilities for the purpose of maintaining the SERVER and/or the APPLICATION during low-use times Monday to Friday between 8:00 PM and 6:00 AM, as well as on weekends and nationwide (German) public holidays; (e) Planned non-availabilities for the purpose of maintaining the SERVER and/or the APPLICATION, provided these are announced to the customer at least one week in advance and insofar as the non-availability does not exceed a period of four hours.
If smartZebra fails to fully comply with its obligations set forth in Sections 3 to 5, the following regulations shall apply:
(1) If smartZebra is in default (Verzug) regarding the initial operational provision of the APPLICATION, liability shall be governed by Section 14. The customer is entitled to withdraw from the contract if smartZebra fails to meet a two-week grace period set by the customer—i.e., if smartZebra does not provide the full agreed functionality of the APPLICATION within this grace period. Any SUBSCRIPTION FEE already paid by the customer will be refunded within 10 days in this case.
(2) If, following the initial successful provision, the use of the APPLICATION is not possible due to reasons attributable to smartZebra, and despite a warning (Abmahnung) issued by the customer in text form with a remedial period of at least two weeks, the customer may extraordinarily terminate the contractual relationship regarding the use of the affected APPLICATION without notice. Subject to Section 10, Para. 10 of these contractual terms, the customer is entitled to a pro-rata refund of the SUBSCRIPTION FEE for the duration of the culpable unavailability of the APPLICATION.
(1) smartZebra is the holder of rights regarding the Platform and the APPLICATION(S) provided by it, as well as the database(s) contained therein. All copyrights, trademarks, database rights, and other intellectual property rights in this regard belong exclusively to smartZebra or its licensors. The use of scripts, bots, crawlers, etc., via search software or comparable measures (in particular data mining, data extraction) is not permitted.
(2) The customer has the right to make data sets, e.g., results, visible on their screen and to create a printout thereof or save them on their end device exclusively by using the functions provided by smartZebra via the Platform, and subsequently use them for their internal business purposes; internal business purposes include, for example, use for the customer's own evaluations within the scope of consulting activities directed externally, particularly to the customer's clients. Any use beyond this is not permitted; in particular, automated querying through the use of scripts, bots, crawlers, etc., via search software or comparable measures (in particular data mining, data extraction, LLMs, SLMs, or other AI-based applications) is not permitted, and the customer may not commission third parties to do so. Notwithstanding sentence 1, the test customer does not have the right to use data or data sets (e.g., results) for their internal business purposes during the trial period; the test customer is only permitted to use the data and/or data sets to evaluate whether concluding a paid subscription is worthwhile.
(3) The customer may not use or allow the use of the information/data obtained via the Platform or the APPLICATION, in whole or in part, to build their own database and/or for other commercial purposes that go beyond the recognizable purpose of using the Platform and/or the APPLICATION. In particular, the independent linking, integration, or other connection of the database(s) with other databases, whether initiated by the customer or third parties, is inadmissible; this also includes the use of AI-based services such as LLMs (e.g., ChatGPT) or SLMs (Small Language Models).
(4) Subject to the full payment of the SUBSCRIPTION FEE regarding the use of the Platform, in particular the use of the APPLICATION and the information/data/key figures generated via the APPLICATION (hereinafter referred to as "Results"), the customer receives simple, non-sublicensable, and non-transferable rights of use, limited to the term of this contract, in accordance with the following regulations:
(a) A physical transfer of the APPLICATION to the customer does not occur. The customer may use the Results obtained via the Software as a Service APPLICATION exclusively for their own internal business activities, which specifically may not consist of the construction and/or operation of their own database, within the scope of the functions provided via the APPLICATION. The right to use the Results generated during the term of the contract continues beyond the duration of the contractual relationship.
(b) The customer shall use the APPLICATION within the scope of the agreed number of users. The granting of further access rights is reserved for a separate agreement.
(c) Notwithstanding mandatory statutory provisions, the customer is not entitled to make changes to the APPLICATION.
(5) If smartZebra introduces new versions, updates, upgrades, or other innovations regarding the APPLICATION during the term of the contract, the aforementioned rights shall also apply to these. For the avoidance of doubt: after the expiration of the contract term, the customer has no claim to updates of formerly generated data/results, should these have changed within the scope of a new version, update, upgrade, or other innovations.
(6) Rights that are not expressly granted to the customer above do not belong to the customer. In particular, the customer is not entitled to use the APPLICATION or the Results obtained via the APPLICATION beyond the agreed use (or, if applicable, beyond the agreed number of users), to allow third parties to use them, or to make the APPLICATION accessible to third parties. In particular, it is not permitted to reproduce, sell, or temporarily transfer the APPLICATION, especially not to rent or lend it.
(7) The customer is obliged to take the necessary precautions to prevent unauthorized use of the APPLICATION.
(8) If the customer violates their obligations under paragraphs 1 to 7 above for reasons for which they are responsible, smartZebra may block the customer's access to the APPLICATION and/or the CUSTOMER DATA in order to stop the violation.
(9) If the customer, despite a corresponding warning in text form by smartZebra, continues or repeatedly violates their obligations mentioned in paragraphs 1 to 7, and is responsible for this, smartZebra may terminate the contract extraordinarily without notice.
(10) For every case in which a service under this contract is used without authorization within the customer's area of responsibility, the customer shall pay liquidated damages in the amount of the remuneration that would have been incurred for the contractually compliant use within the scope of the contract duration applicable to this service. The customer reserves the right to prove that they are not responsible for the use or that no damage or significantly less damage has occurred. smartZebra remains entitled to assert further claims for damages.
(1) smartZebra is entitled to name the customer as a reference customer in an appropriate manner, including the use of the company name and corporate logo, in particular on its own website, in presentations, and other marketing materials, provided that this does not create the inaccurate impression of a special recommendation or any further economic affiliation.
(2) For this purpose, smartZebra receives a simple, non-exclusive right of use for the customer's corporate logo, limited to the duration of the contractual relationship and a period of 12 months following its termination, for use as a reference designation within the aforementioned scope.
(3) The customer may object to being named as a reference customer and/or the use of its logo at any time in text form with effect for the future. smartZebra will cease use as a reference immediately—i.e., without culpable delay—upon receipt of the objection and will, insofar as technically and economically reasonable, remove already published references or obscure the logo.
(4) Further promotional statements (in particular testimonials, success stories, detailed project descriptions) require the customer's separate prior consent in text form.
smartZebra shall not be liable for any infringement of third-party rights by the customer, provided and to the extent that such infringement results from exceeding the rights of use granted under this contract. In such an event, the customer shall fully indemnify and hold smartZebra harmless from all third-party claims upon first request. This also includes the costs of a reasonable legal defense.
(1) The customer is obligated to pay the SUBSCRIPTION FEE specified for the respective APPLICATION at the time of the order. The specific amount of the SUBSCRIPTION FEE shall be stated at the latest in the order.
(2) Fees for any additional users will be invoiced at the end of each month. The same applies to the use of special functions offered beyond the basic use of the APPLICATION and agreed upon between the contracting parties.
(3) The SUBSCRIPTION FEE is payable in advance upon invoice. The SUBSCRIPTION FEE is exclusive of VAT (USt.) at the respective applicable statutory rate.
(4) A general offsetting of claims by the customer against claims of smartZebra is excluded and is only possible for legally established and undisputed claims following an individual contractual agreement.
(1) It is the customer's responsibility to establish the access requirements for using the APPLICATION (e.g., hardware, internet connection).
(2) The customer shall fulfill all obligations and duties necessary for the execution of the contract. In particular, the customer shall (a) provide smartZebra with all information required for contract processing and invoicing (company name, billing address, VAT ID, commercial information), (b) keep the usage and access authorizations assigned to them or their users, as well as agreed identification and authentication safeguards, confidential, (c) protect access data and/or passwords from access by third parties through appropriate and customary measures, and (d) not disclose them to unauthorized users.
(3) The customer shall inform smartZebra immediately if there is any suspicion that access data and/or passwords may have become known to unauthorized persons.
(4) The customer is obligated to transfer only such data and content to the SERVER of smartZebra via the use of the APPLICATION that they are authorized to transfer. The customer shall fully indemnify and hold smartZebra harmless from all third-party claims asserted in connection with the transfer of data to smartZebra’s SERVER upon first request. This also includes the costs of a reasonable legal defense.
(5) The customer is obligated to (a) comply with the restrictions/obligations regarding usage rights pursuant to Section 7, in particular (i) not to retrieve or allow the retrieval of any information or data without authorization, (ii) not to interfere or allow interference with programs operated by smartZebra, or (iii) not to gain unauthorized access to smartZebra's data networks or to promote or initiate such access, (b) not to misuse the exchange of electronic messages, which may be possible within the scope of using the APPLICATION, for the unsolicited sending of messages and information to third parties for advertising purposes, (c) fully indemnify and hold smartZebra harmless upon first request from third-party claims that (i) are based on an unlawful use of the APPLICATION and/or its Results by the customer or its vicarious agents or (ii) arise from data protection, copyright, or other legal disputes caused by the customer and associated with the use of the APPLICATION, (d) obligate the authorized users of the APPLICATION to comply for their part with these General Terms and Conditions insofar as the use of the APPLICATION is concerned.
(6) The customer must ensure that they respect all third-party rights to material used by them (e.g., when transmitting texts/data of third parties to smartZebra’s SERVER via the APPLICATION).
(7) The customer is obligated, in accordance with Section 12 Para. 2, to obtain the necessary informed consent of the respective data subject insofar as they process or use personal data when using the APPLICATION and no statutory legal basis for permission applies.
(8) It is the customer's responsibility to regularly back up their CUSTOMER DATA in accordance with its importance and to create their own backup copies for the purpose of restoring CUSTOMER DATA in the event of data loss or damage, in order to enable the reconstruction of the same.
(10) The customer is obligated to immediately report any defects to smartZebra, in particular defects in the use of the APPLICATION. Insofar as smartZebra was unable to provide a remedy as a result of the failure to report or a delay in reporting, the customer is not entitled to reduce the agreed remuneration in whole or in part, to demand compensation for damages caused by the defect, or to terminate the contract extraordinarily without notice due to the defect. The customer must demonstrate that they are not responsible for the failure to report the defect.
(1) smartZebra and the customer shall comply with the respectively applicable data protection regulations, in particular the GDPR (DSGVO), and shall obligate their employees engaged in connection with the contract and its execution to maintain data secrecy, insofar as they are not already generally obligated to do so.
(2) With regard to CUSTOMER DATA, the customer (Controller) and smartZebra (Processor) shall enter into a corresponding Data Processing Agreement (DPA) in accordance with Art. 28 Para. 3 GDPR.
(3) If the customer processes or uses personal data while using the APPLICATION, the customer warrants that they are entitled to do so under the applicable regulations, in particular data protection laws, and shall fully indemnify and hold smartZebra harmless from any third-party claims upon first request in the event of a violation. This also includes the costs of a reasonable legal defense.
(1) Information to be treated as confidential is information that has been expressly designated as confidential by the disclosing party. Information shall not be considered confidential to the extent that the receiving party proves that:
it was known to them or generally accessible prior to the date of receipt;
it was known to the public or generally accessible prior to the date of receipt;
it became known to the public or generally accessible after the date of receipt without the receiving party being responsible for this.
(2) smartZebra and the customer shall maintain silence regarding all confidential information that has come to their knowledge within the scope of their contractual relationship and shall only use such information towards third parties—for whatever purpose—with the prior consent of the other contracting party established in text form.
(3) The obligations under Paragraph 2 shall continue to exist for a period of 24 months beyond the end of the contract.
smartZebra does not acquire ownership of CUSTOMER DATA. smartZebra shall exclusively receive such rights to CUSTOMER DATA as are strictly necessary for the fulfillment of the contractual relationship.
(1) smartZebra shall be liable without limitation in cases of intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) for all damages caused by smartZebra as well as its legal representatives or vicarious agents.
(2) In cases of slight negligence, smartZebra shall be liable without limitation in the event of injury to life, body, or health.
(3) In all other respects, smartZebra shall only be liable insofar as it has breached a material contractual obligation (wesentliche Vertragspflicht). Material contractual obligations are those obligations that are of existential importance for achieving the objective of the contract, as well as all those obligations which, in the event of a culpable breach, may jeopardize the achievement of the purpose of the contract upon which the contracting party was entitled to rely. In these cases, liability is limited to compensation for the foreseeable, typically occurring damage at the time of the conclusion of the contract. The strict liability (verschuldensunabhängige Haftung) of smartZebra for damages (§ 536a BGB) regarding defects existing at the time of the conclusion of the contract is excluded; paragraphs 1 and 2 remain unaffected.
(4) Notwithstanding paragraphs 1 to 3, smartZebra shall not be liable for the loss of data (e.g., Results) or CUSTOMER DATA insofar as the damage is based on the customer’s failure to perform regular data backups and thereby ensure that lost data can be restored with reasonable effort.
(5) Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.
(1) Unless otherwise agreed, the contractual relationship begins upon the conclusion of the contract and is initially concluded for a minimum contract term of 12 months. Thereafter, the contract term shall automatically renew for further periods of 12 months each, unless the customer terminates the contract in text form towards smartZebra at least two months prior to the expiry of the current term. smartZebra and the customer may agree on a different contract term within the scope of the order.
(2) The contractual relationship may be ordinarily terminated by either party in text form with a notice period of 2 months to the end of the respective term.
(3) Extraordinary termination with immediate effect due to or in connection with a significant breach of duty is only possible after a prior warning in text form with a remedial period of at least two weeks. If the party entitled to terminate has had knowledge of the circumstances justifying the extraordinary termination for more than 20 business days, they may no longer base the termination on these circumstances.
(4) Notwithstanding the provision in Para. 3, smartZebra may terminate the contract without notice and/or temporarily block access to the APPLICATION until full payment is received if the customer is in arrears with the payment of the SUBSCRIPTION FEE or other invoice amounts for more than 30 days. In this case, smartZebra may additionally demand liquidated damages, due immediately in one lump sum, in the amount of one-quarter of the remaining monthly SUBSCRIPTION FEES until the end of the regular contract term. The customer reserves the right to prove a lower amount of damage.
(5) To be effective, any termination requires text form (e.g., email).
(6) The customer shall back up their CUSTOMER DATA independently (e.g., via download) in a timely manner before the termination of the contract. Upon request and exclusively based on a separate agreement, smartZebra will support the customer in this regard for a separate fee. The customer shall no longer have a right of access to the APPLICATION, in particular to the CUSTOMER DATA, after the termination of the contract.
(7) Upon expiry of the contract term, smartZebra is entitled, but not obligated, to delete the CUSTOMER DATA contained in the APPLICATION and to deactivate provided access credentials without prior notice.
(1) Neither smartZebra nor the customer shall be obligated to fulfill their contractual obligations in the event and for the duration of force majeure. In particular, the following circumstances are to be regarded as force majeure in this sense: fire, explosion, or flood for which the contracting party is not responsible; war, mutiny, blockade, embargo, or terrorist acts which lead to the unavailability of the APPLICATION; or labor disputes lasting more than six weeks for which the contracting party is not culpably responsible.
(2) Each contracting party must immediately notify the other in writing of the occurrence of an event of force majeure.
(1) smartZebra reserves the right to amend these General Terms and Conditions subject to a notice period of at least 15 days. We will inform the customer of intended amendments in due time in text form, in particular by email. In this notification, we will point out the date the amendments take effect, the customer’s right to extraordinary termination pursuant to Para. 2, and the significance of the applicable deadline.
(2) The customer is entitled to terminate the contract within 15 days of receipt of the notification pursuant to Para. 1. If no termination occurs within this period, the amended General Terms and Conditions shall continue to apply to the contractual relationship.
(3) After receipt of the notification regarding amendments to the General Terms and Conditions, the customer may waive the period pursuant to Para. 2 at any time, in particular through a clear affirmative action before the expiry of this period.
(1) The contractual relationship between the customer and smartZebra shall be governed by German substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid regulation shall be deemed agreed upon which comes closest to the economic purpose of the invalid provision. The same shall apply in the event that these contractual terms prove to be incomplete (lacunae).
(3) The place of performance and exclusive place of jurisdiction shall be Berlin.
As of: April 01, 2026
