General Terms and Conditions (AGB)
This is a convenience translation. Only the German version is legally binding.
General Terms and Conditions for the use of the “EUTHENIA” platform · EPATRONIC Systems GmbH · As of: October 2026 (version 2026-10-4)
§ 1 General provisions, scope
(1) These General Terms and Conditions (“AGB”) apply to all business relationships with our customers (“Customer”) concerning the use of the software-as-a-service platform “EUTHENIA”, including EUTHENIA ERP and the further modules offered at euthenia.cloud (“Platform”). The provider is EPATRONIC Systems GmbH, Altrottstr. 31, 69190 Walldorf (“Provider”, “we”).
(2) The Platform is directed exclusively at entrepreneurs (Unternehmer) within the meaning of § 14 BGB (German Civil Code). Consumers are excluded from concluding a contract. In their respective current version, these AGB also apply as a framework agreement to future contracts with the same Customer, without our having to refer to them again in each individual case.
(3) Our AGB apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer only become part of the contract if and to the extent that we have expressly agreed to their application. This consent requirement applies even if we perform the services without reservation in the knowledge of the Customer’s general terms and conditions.
(4) Individual agreements made with the Customer in a specific case (including collateral agreements, supplements and amendments, in particular an offer specifying the scope of services and prices) take precedence over these AGB. A written contract or our confirmation in text form (Textform) is decisive for their content.
(5) Legally relevant declarations and notices to be given to us by the Customer after conclusion of the contract (for example the setting of deadlines, notification of faults, termination) require text form (Textform) to be effective (for example an email to [email protected]).
(6) Use of the Platform requires internet access and an up-to-date browser. The Customer provides these prerequisites at its own expense.
§ 2 Services
(1) The Provider makes the Platform available to the Customer for use via the internet. The range of functions is determined by the agreed plan or offer; the current plans are published under EUTHENIA ERP pricing. The Platform is operated in data centres in Germany. The software is not provided for installation at the Customer’s premises.
(2) The Provider continuously develops the Platform; functions may be extended, changed or, where this is reasonable for the Customer, restricted. Essential functions of the agreed plan are retained. Modules marked as “in preparation” or “in development” do not form part of the contract until they are expressly agreed.
(3) The Provider does not provide tax, legal or bookkeeping advice; § 11 applies in addition.
§ 3 Registration, trial period and conclusion of contract
(1) Registration is free of charge. After the email address has been confirmed, the Provider checks the details and activates access. There is no entitlement to activation. The Customer warrants that its details are correct and that it is acting as an entrepreneur (Unternehmer).
(2) Upon activation, the Customer may test the Platform free of charge for 30 days (trial period). The trial period ends automatically; no costs are incurred during the trial period, and no means of payment is required for the trial. If the Customer already books a plan during the trial period (paragraph 3), billing only begins at the end of the trial period. The Provider reminds the Customer by email before the end of the trial period. The trial period is granted only once per company. On request, the Provider creates sample data, which the Customer may delete at any time.
(3) Paid use requires the booking of a plan. The Customer books the plan with the desired number of seats in the Platform (Settings → Subscription & invoice) and, in doing so, deposits a means of payment via the payment service Stripe; by completing the booking, the Customer submits a binding offer to conclude a contract, which we accept by activating the plan. Alternatively, the Customer may request a plan or an individual offer; its order in text form (Textform) is then deemed a binding offer to conclude a contract, and the contract is concluded when we confirm the order in text form or activate the services. Our offers and price lists are subject to change and non-binding unless expressly stated otherwise. Oral commitments by employees and representatives are only binding on us if we confirm them in text form.
(4) If no plan has been booked after the trial period, use is blocked until a plan is booked; the Customer can still log in in order to book a plan. § 10 applies accordingly to the Customer’s data.
§ 4 Prices and terms of payment
(1) The prices stated in the offer or order confirmation apply; otherwise, the published plans at the time the contract is concluded apply. All prices are net, plus statutory VAT.
(2) Depending on the billing period chosen, the fee is payable monthly or annually in advance. For a booking in the Platform, it is collected via the payment service Stripe using the deposited means of payment (for example credit card or SEPA direct debit); otherwise, it is payable without deduction within 14 days of invoicing. Invoices are provided electronically. The Customer manages means of payment, invoices and billing address in the Stripe customer portal, which it can access from the Platform.
(3) The Customer books users, read-only accesses, tills (Kassen) and construction-site users as seats; the Platform does not permit more active accesses or tills than have been booked. Extensions (for example additional seats or a higher plan) apply from the time of their booking and are charged pro rata for the current billing period; reductions are charged from the next billing period, and no refund is made for the current period. Agreed limits (for example users, storage) form part of the plan; existing data is retained when a limit is reached.
(4) The Customer is in default upon expiry of the payment deadline. During the default, the fee bears interest at the applicable statutory default interest rate. We reserve the right to claim further damages for default. If payment is still not made despite a reminder, we may block access after a reasonable period; the right to terminate remains unaffected.
(5) The Customer is only entitled to rights of set-off or retention to the extent that its claim has been finally determined by a court or is undisputed.
(6) If, after conclusion of the contract, it becomes apparent that our claim to the fee is jeopardised by the Customer’s inability to perform (for example by an application for the opening of insolvency proceedings), we are entitled, in accordance with the statutory provisions, to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (§ 321 BGB).
§ 5 Term and termination
(1) Unless otherwise agreed in the offer, the contract runs for an indefinite period without a minimum term. Contracts billed monthly may be terminated in text form at any time with effect from the end of the current month, contracts billed annually with effect from the end of the current contract year.
(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists for us in particular if the Customer materially breaches these AGB or remains in default of payment despite a reminder and the setting of a deadline. The Customer may also terminate plans booked in the Platform in the Stripe customer portal with effect from the end of the current billing period.
(3) Voluntary right of withdrawal: The Platform is directed at entrepreneurs, for whom no statutory right of withdrawal (Widerrufsrecht) exists. We nevertheless voluntarily grant the Customer the right to withdraw from the contract (Rücktritt) without giving reasons within 14 days of the first debit of a plan booked in the Platform. The withdrawal must be declared in text form or via the withdrawal form; timely dispatch is sufficient to meet the deadline. Following a withdrawal within the deadline, we end the subscription and refund all payments made for the plan within 14 days via the means of payment used; use ends when the withdrawal is processed. The Customer’s data remains available for export in accordance with § 10.
§ 6 Rights of use, copyright
(1) We reserve ownership and copyright in the Platform, the software, the documentation, offers, illustrations and other documents. The Customer is not authorised to make these available to unauthorised third parties.
(2) For the term of the contract (including the trial period), the Customer receives the simple (non-exclusive), non-transferable and non-sublicensable right to use the Platform to the agreed extent for its own business purposes. In particular, it receives no right to reproduce, modify or reverse-engineer the software (unless mandatorily permitted by law) or to make it available to third parties.
(3) The data and content entered by the Customer remain its property. The Customer grants us the rights required to provide the contractual services.
§ 7 Customer’s obligations to cooperate
(1) The Customer protects its access credentials and those of its users, uses the two-factor authentication offered and is liable for actions carried out under its accesses. It informs us without undue delay if it has indications of misuse.
(2) The Customer uses the Platform only within the limits of the law and ensures that it is entitled to process the data it enters. It is responsible for the content it enters.
(3) The Customer provides us with the information required for the provision of the services (in particular company name, address, contact person and email address) correctly and keeps it up to date.
§ 8 Availability, data backup and faults
(1) The Provider endeavours to achieve an availability of the Platform of 99% on an annual average; announced maintenance and faults beyond its sphere of influence are excluded. There is no guarantee of uninterrupted availability. The Provider takes state-of-the-art measures to back up the data. Irrespective of this, the Customer can back up its data at any time using the export function.
(2) The Customer notifies faults and defects of the Platform without undue delay in text form and describes them comprehensibly. We remedy defects within a reasonable period. The Customer’s statutory rights in respect of defects of the rented item (§§ 536 et seqq. BGB) remain unaffected unless otherwise provided below. Strict liability (independent of fault) for defects existing at the time the contract is concluded (§ 536a(1), first alternative, BGB) is excluded. During the free trial period, §§ 599, 600 BGB apply accordingly.
(3) Claims for defects do not exist in the case of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, or faults resulting from incorrect or negligent use or from circumstances within the Customer’s sphere of responsibility (for example end devices, browser, internet connection).
§ 9 Data protection and processing on behalf
The Customer is the controller for the personal data it processes (for example of its customers, suppliers and employees), and the Provider is the processor within the meaning of Art. 28 DSGVO/GDPR. For this purpose, the parties conclude the Data Processing Agreement (AVV), which the Customer accepts upon registration; the technical and organisational measures are described under Security & data protection. Details can be found in the privacy policy.
§ 10 Data at the end of the contract
The Customer may export its data until the end of the contract; on request, the Provider supports the export for up to 30 days after the end of the contract. The data is then deleted; copies remaining in backups are overwritten after six months at the latest. Statutory retention obligations remain unaffected.
§ 11 Accounting, taxes, e-invoicing and automated results
(1) The Platform generates documents (for example invoices, e-invoices in XRechnung/ZUGFeRD format), calculations, evaluations, reports, forecasts and planning suggestions (“Results”). The Results are based on the data recorded or imported by the Customer and on the settings made by it (for example tax rates, company data, document templates).
(2) The Customer remains solely responsible for the proper keeping of its accounts and documents, compliance with tax obligations (in particular mandatory particulars under § 14 UStG (German VAT Act), retention obligations under § 147 AO (German Fiscal Code) and § 257 HGB (German Commercial Code), and the GoBD) and for the accuracy of the data it enters. It checks documents and Results for plausibility before using them and passing them on to third parties. The Platform does not replace tax or legal advice.
(3) We give no warranty for the accuracy, completeness and suitability of Results that are based on incorrect, incomplete or outdated input by the Customer, and are not liable for decisions that the Customer takes on the basis of the Results. This does not affect liability under § 12, in particular in the case of intent and gross negligence and in the case of injury to life, body and health.
§ 12 Liability, amendments to these AGB
(1) Unless otherwise provided in these AGB, we are liable for breaches of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We are liable for damages, irrespective of the legal grounds, in the case of intent and gross negligence. In the case of simple negligence, we are only liable for damage resulting from injury to life, body or health and for damage resulting from the breach of an essential contractual obligation (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage, and at most to the fee paid in the respective contract year. During the free trial period, we are only liable for intent and gross negligence and in the case of injury to life, body and health.
(3) The limitations of liability under paragraph 2 do not apply where we have fraudulently concealed a defect or assumed a guarantee, nor to claims under the Produkthaftungsgesetz (German Product Liability Act).
(4) Due to a breach of duty that does not consist of a defect, the Customer may only withdraw from or terminate the contract if we are responsible for the breach of duty. The right of termination under § 5 remains unaffected.
(5) The Provider may amend these AGB and the prices for future billing periods. It gives notice of amendments in text form at least six weeks in advance. Price increases are possible at most once in twelve months. The Customer may object to the amendment within the notice period or terminate the contract with effect from the date on which the amendment takes effect; if no objection is made, the amendment is deemed accepted, to which the Provider draws attention in the notice.
§ 13 Choice of law, place of jurisdiction, severability clause
(1) These AGB and all legal relationships between us and the Customer are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Customer is a merchant (Kaufmann) within the meaning of the Handelsgesetzbuch (German Commercial Code), a legal entity under public law or a special fund under public law, Walldorf is the exclusive place of jurisdiction, including internationally, for all disputes arising directly or indirectly from the contractual relationship. However, we are also entitled to bring an action at the Customer’s general place of jurisdiction.
(3) The invalidity of individual provisions of these terms does not affect the validity of the remaining provisions.