Terms and Conditions

This English version is a convenience translation. In case of discrepancies, the German version prevails.

§ 1 Scope and contracting party

(1) These Terms and Conditions govern the use of the websites nxsflow.com, manufakt.io and nexflow.it as well as the use of the software offered there. The software comprises our desktop applications, our web applications and, in the future, applications for mobile devices (together, "the Products").

(2) Your contracting party is NexusFlow UG (haftungsbeschränkt), Mühlenstraße 8a, 14167 Berlin.

(3) A consumer within the meaning of these Terms is any natural person entering into a legal transaction for purposes that are predominantly outside their trade, business or profession. An entrepreneur is any natural or legal person acting in the exercise of their trade, business or profession.

(4) Deviating terms of the user do not become part of the contract unless we expressly agree to them in writing.

§ 2 Description of services

(1) Websites. Our websites provide information about our Products, host documentation, make the software available and offer a way to contact us.

(2) Products. Our Products can be obtained through the websites. They are currently obtained by downloading the respective application.

(3) Beta programme. Parts of our Products are in a trial phase. If you would like to take part, you can tell us through the contact channels offered on the websites. We decide on admission at our own discretion; there is no entitlement to participate. Details are set out in § 4.

(4) Free use. The desktop applications may be used free of charge under the conditions set out in § 6.

(5) Future paid subscriptions. We intend to offer paid subscriptions with additional features in the future. Such subscriptions only come into effect through a separate ordering process expressly marked as subject to charge. We will disclose the applicable scope, price and term before the contract is concluded. As long as no such offer exists, these Terms create no payment obligations.

(6) We owe no particular quality beyond the published product description in each case. Statements in marketing materials, blog posts or previews of future features do not constitute an agreement on quality.

§ 3 Conclusion of contract

(1) The presentation of Products on the websites is not a binding offer but an invitation to submit one.

(2) For software provided free of charge, the usage agreement under these Terms is concluded when you download and install the software.

(3) For future paid subscriptions, the contract is concluded through your order and our acceptance. If you are a consumer, you have a statutory right of withdrawal for paid distance contracts; we will inform you about this separately before the contract is concluded and provide a model withdrawal form.

§ 4 Beta programme

(1) In the beta programme we provide pre-release versions in order to trial them together with participants.

(2) Pre-release versions are expressly not intended for productive use. They may contain defects, may change at any time, may be limited or extended in functionality, and may process data incorrectly. We strongly recommend making your own backups before use.

(3) We may end the beta programme, and any individual participation in it, at any time and without stating reasons. There is no entitlement to its continuation, to any particular feature, or to a transition into a generally available version.

(4) For pre-release versions provided free of charge, the limitation of liability in § 11(4) applies.

§ 5 Rights of use in the software

(1) For the duration of the respective usage relationship, we grant you a simple, non-exclusive, non-transferable right to use the Products as intended.

(2) You may install and use the software on any number of devices that you own or are authorised to use.

(3) Without our prior written consent, the following are not permitted in particular: passing on, renting out, sub-licensing or making the software available to third parties; removing or altering copyright and protection notices; and reverse engineering, decompiling or disassembling. Mandatory statutory rights — in particular §§ 69d and 69e of the German Copyright Act — remain unaffected.

(4) Parts of our Products may contain open-source components. Those are primarily governed by their respective open-source licences; we supply the corresponding licence texts and notices with the respective Product.

(5) All rights not expressly granted remain with us.

§ 6 Free use and paid subscriptions

(1) The desktop applications may be used free of charge for private use as well as for educational and evaluation purposes.

(2) For use in the course of a trade, business or profession, we reserve the right to require a paid subscription in the future. Until such an offer is introduced, that use is also permitted free of charge. An installation already made does not retroactively become subject to charge; we will give notice in good time before any such change.

(3) Provision free of charge does not create an entitlement to any particular scope of functionality, to updates, or to availability.

§ 7 Your content

(1) Content you create or process with our Products remains yours. We acquire no rights in it.

(2) Our desktop applications process your content locally on your device as a matter of principle. Where a Product offers synchronisation with a service of your choosing, you decide whether to use it; details and the data protection responsibility are described in our privacy policy.

(3) You are responsible for backing up your own content.

§ 8 Obligations when using the Products

You undertake not to use the Products unlawfully, in particular not to infringe third-party rights, not to circumvent protective mechanisms, and not to take measures that impair the availability or security of our systems or those of third parties.

§ 9 Availability, changes and updates

(1) We endeavour to keep our websites and the services we operate highly available, but we do not owe availability where provision is free of charge.

(2) We may further develop and modify our Products and discontinue individual features, provided this is reasonable for you. For paid subscriptions, statutory requirements for changes apply, in particular §§ 327h and 327r of the German Civil Code.

(3) Updates may be offered or installed automatically. Our privacy policy describes what data is transmitted in the process.

§ 10 Warranty

(1) For paid services, statutory rights in respect of defects apply; for contracts with consumers concerning digital products, §§ 327 et seq. of the German Civil Code apply in addition.

(2) Where provision is free of charge, we are liable for defects of quality and title only where we have fraudulently concealed a defect.

§ 11 Limitation of liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, within the scope of a guarantee we have assumed, and under the German Product Liability Act.

(2) For slight negligence we are liable only for breach of a material contractual obligation — an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance you may regularly rely. In that case liability is limited to the foreseeable damage typical for this type of contract at the time the contract was concluded.

(3) Liability is otherwise excluded.

(4) For services provided free of charge — in particular free use under § 6 and pre-release versions under § 4 — we are liable only for intent and gross negligence. Paragraph 1 remains unaffected.

(5) The above limitations also apply in favour of our legal representatives and vicarious agents.

§ 12 Term and termination

(1) The usage relationship for software provided free of charge runs for an indefinite period. You may end it at any time by ceasing use and uninstalling the software.

(2) We may terminate the usage relationship for software provided free of charge on 30 days' notice. The right to terminate for good cause remains unaffected; good cause exists in particular in the event of a material breach of § 5 or § 8.

(3) For future paid subscriptions, the terms and notice periods stated there apply.

§ 13 Rights of use in website content

The content of our websites (text, design, trade marks) is protected by copyright. Any use beyond viewing the page — in particular reproduction, modification or distribution — requires our prior written consent unless permitted by law.

§ 14 Changes to these Terms

We may amend these Terms where this is necessary due to a change in the law, a supreme court ruling or a change in our offering, and where you are not unreasonably disadvantaged as a result. We will inform you in text form at least six weeks before the changes take effect. If you do not object within six weeks, the amended Terms are deemed accepted; we will point this consequence out separately in the notification. If you do object, either side may end the usage relationship as at the date the changes take effect.

§ 15 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a consumer, mandatory consumer protection provisions of your country of habitual residence remain unaffected.

(2) If you are a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is our registered office.

(3) The European Commission provides a platform for online dispute resolution: https://ec.europa.eu/consumers/odr/. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

(4) Should any provision of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.