Terms of Use for repleno
1. Scope and Parties
1.1 Scope
These Terms of Use ("Terms") govern all use of the repleno platform and services ("Service") by business customers. They apply only if the Customer is a trader (Unternehmer) as defined in Section 14 of the German Civil Code (BGB), or a legal entity under public law or a special fund under public law. These Terms do not apply to consumers (Section 13 BGB).
1.2 Provider
The Service is operated by Christoph Kay, trading under the brand repleno ("repleno", "Provider", "we" or "us"), betrieben. The Provider and the Customer ("you") agree that only these Terms shall govern the contract. We object to any of your general terms and conditions.
1.3 Deviating Terms
Any deviating or supplemental terms of the Customer will not become part of the contract unless expressly agreed in text form (§126b BGB).
2. Services Provided by repleno
2.1 Core Service
We provide a cloud-based SaaS platform for digital stock management and automated ordering of consumables. The exact features of our Service (modules, package limits, functions) are described on our website and in the documentation.
2.2 Service Modifications
repleno may reasonably adapt the Service (e.g. to improve performance, ensure security or comply with law) provided that the core functionality is not removed. We will inform you of material changes in due time.
2.3 Third-Party Components
Our Service relies on external providers (hosting, database, email delivery). Availability of those external services is outside of our control; if a provider ceases service, we will inform you and seek a suitable alternative.
2.4 Interruptions
We cannot guarantee uninterrupted availability, but will use commercially reasonable efforts to address disruptions quickly.
2.5 No Guaranteed Results
Unless explicitly agreed in writing, we do not guarantee specific results (e.g. savings, delivery times, supplier behavior).
This also applies to AI-supported extraction or item creation proposals. Such results are non-binding suggestions and, unless expressly agreed otherwise, do not constitute any warranty as to completeness, accuracy, or fitness for a particular purpose.
3. Customer Obligations
3.1 General Duties
You agree to use repleno only for legitimate business purposes and in compliance with all applicable laws. You must keep login credentials confidential and prevent unauthorized access. You are responsible for ensuring that data you provide (e.g. article information, supplier contacts) does not infringe third-party rights or violate laws.
3.2 Prohibited Uses
Reverse engineering, decompiling, misuse, or use for unlawful purposes is prohibited. In case of breach, we may suspend your access after reasonable notice and/or terminate the contract for cause (§7.3).
3.3 AI-supported functions
Where the Service provides AI-supported proposals for extracting or creating item data, you must review such proposals at your own responsibility before saving or otherwise using them.
You may not enter unlawful, confidential, or personal data into this function unless this is required for the intended use and expressly permitted by repleno.
4. Intellectual Property and Data
4.1 Service IP
All intellectual property rights in the repleno Service (software, code, architecture, documentation) remain our exclusive property. We grant you a limited, non-exclusive, non-transferable right to use the Service during the contract term for your internal business purposes.
4.2 Customer Data
You retain all rights to the data you provide (e.g. articles, scans, supplier data, transactions). You grant us a license to process such data only as necessary to provide the Service. We handle Customer Data in accordance with data protection law and our Privacy Policy. We will not use or disclose Customer Data for other purposes without your consent. Upon termination, and on request, we will delete or return your data unless legal retention duties apply.
5. Fees and Payment
5.1 Fees
Fees are based on the package selected (Go, Flow, Scale, Max) as displayed on our website at the time of order. Prices are net of VAT.
5.2 Invoicing & Payment
No billing takes place for the Free plan. For paid packages, fees fall due per billing cycle, monthly or annually in advance; the billing arrangement follows from the order process or the order confirmation and is set there when moving to a paid package. What governs is to whom the customer owes the fees; exactly one of the following applies.
(a) Billing through a merchant of record. Where a provider is identified there as merchant of record, that provider is our non-exclusive reseller and the legal seller of the transaction; Paddle is intended for this role. It issues the invoice, accounts for VAT and handles payments and refunds. That contract is additionally governed by its buyer terms, linked during the order process; managing and cancelling the subscription run through that provider. The contract for the provision and use of the service under these terms is between the customer and us.
(b) Billing by us. Where the customer owes the fees directly to us and we are identified as the party issuing the invoice and receiving payment, we invoice the customer ourselves; any payment service provider used merely processes the payment. Payment is due in full within 14 days of the invoice date unless otherwise agreed.
(c) Fees borne by a distribution partner. Where a distribution partner is the sole party liable for the fees, the customer owes fees for use of the service neither to us nor to a merchant of record.
If overdue, we may charge statutory default interest (§288 BGB) and after reminder suspend access until payment is made.
5.3 No Set-off
You may only offset claims that are undisputed or legally established.
5.4 Refunds
Refunds are made in the amount actually owed.
Where the customer terminates by ordinary notice, access remains available until the end of the paid period (§7.2, §7.4); on that ground alone the fee for the current billing cycle is not refunded pro rata. Statutory repayment claims, in particular under §547 BGB, remain unaffected, as do any wider refunds a merchant of record grants under its buyer terms.
Where we bill (§5.2 (b)): if the contract ends before a paid period expires, we refund the fee attributable to the time after the contract ends on a pro-rata basis, in particular:
- where the customer terminates for cause for a reason we are responsible for (§7.3),
- where we discontinue the service before the end of the paid period.
Where the customer is responsible for the ground of a termination for cause, our claim to the agreed fee less expenses saved, for the period up to the next ordinary termination date, remains unaffected; we may set that claim off against the refund claim.
Incorrect charges by us, in particular duplicate charges and overpayments, we refund in full. The customer submits the request in text form to contact@repleno.com, stating the account and the billing cycle concerned; payout is made by bank transfer.
Where billing runs through a merchant of record (§5.2 (a)): the grounds and amount of a refund, and its handling, decision and payout, follow that provider's buyer terms and mandatory law. Requests reaching us are passed on to it; we pay no refund directly to the customer in that case. Statutory claims remain unaffected.
Where a distribution partner bears the fees (§5.2 (c)): the customer pays no fees and therefore has no contractual refund claim against us; statutory claims arising from any payment nevertheless made remain unaffected.
Contracts are concluded exclusively with businesses (§1.1); a consumer right of withdrawal therefore does not apply.
The Free plan is provided for an indefinite term and without providing a payment method; it is not a time-limited trial.
6. Limitation of Liability
6.1 Unlimited Liability
We are liable without limitation for intent and gross negligence, for damages to life, body, or health, and under mandatory product liability law.
6.2 Essential Duties
For slight negligence, liability applies only to breaches of essential contractual duties (Kardinalpflichten).
6.3 Exclusion
We are not liable for slightly negligent breaches of non-essential duties.
6.4 Scope
Liability limitations also apply to our employees, agents, and subcontractors.
6.5 Indemnification
You indemnify us from third-party claims resulting from unlawful use of the Service by you.
7. Term and Termination
7.1 Contract Start
The contract begins upon account registration and acceptance of these Terms.
7.2 Ordinary Termination
Monthly subscriptions: terminable at any time with effect at the end of the current billing cycle. Annual subscriptions: terminable with 30 days' notice to the end of the 12-month period. Indefinite contracts: terminable with 30 days' notice to the end of a calendar month.
7.3 Termination for Cause
Both parties may terminate immediately for cause, e.g. persistent breach, unlawful use, insolvency.
7.4 Effects
Upon termination we deactivate the account. You should export needed data before the end date. We may delete Customer Data after a short retention unless law requires storage. Any refund of fees already paid is governed exclusively by Section 5.4.
8. Governing Law and Jurisdiction
8.1 Governing Law
German law applies, excluding CISG.
8.2 Place of Jurisdiction
Place of jurisdiction is Bielefeld, Germany, if the Customer is a merchant (§§1 HGB), public entity, or public-law fund.
9. References
We may list your company name and logo as a reference in marketing materials unless you object in writing. We will not disclose confidential information.
10. Final Provisions
10.1 Changes to Terms
We may amend these Terms for the future on 6 weeks' notice where there is an objective reason to do so. An objective reason exists in particular for:
- changes in the law or in supreme court case law,
- requirements of authorities or of the payment and infrastructure providers we use,
- the introduction of new features of the Service or adjustments to existing ones,
- the removal of gaps, ambiguities or contradictions.
The core of the service and the fee agreed for the current billing cycle remain unaffected; §5.1 remains unaffected.
We notify you of the changes and of the date they take effect in good time and in text form, expressly pointing out the right to object and what silence means. Unless you object within the period in text form, the changes are deemed approved. If you object, either party may terminate the contract with effect from the date the changes take effect; until then the previous Terms continue to apply.
Where you expressly accept the changes, they apply from the time of your acceptance; no notice period and no deemed approval are required in that case.
10.2 Entire Agreement
These Terms together with your order form the entire agreement. Amendments require text form.
10.3 Severability
If a clause is invalid, the remainder stays valid; statutory provisions apply in place.
10.4 Language
The german version is binding. English translations are for convenience.
10.5 Contact & Imprint
Christoph Kay trading under the brand repleno Am Lothberg 8, 33617 Bielefeld E-Mail: contact@repleno.com
