General Terms and Conditions of Mirasoft GmbH & Co. KG
for use towards entrepreneurs

 

1. Scope of Application

(1) The following General Terms and Conditions (GTC) of Mirasoft GmbH & Co. KG (hereinafter MIRASOFT) shall apply to all current and future contracts concluded by it with clients and customers (hereinafter CUSTOMER), in particular service contracts, as well as to all current and future offers and services of MIRASOFT, even if not expressly agreed again.

(2) These GTC apply exclusively towards entrepreneurs (§ 14 German Civil Code – BGB). “Entrepreneur” means any natural or legal person or a partnership with legal capacity acting in the exercise of its commercial or independent professional activity when concluding the contract.

(3) These GTC shall apply exclusively. Any binding offer by MIRASOFT is made on the condition that any terms and conditions of the CUSTOMER shall not become part of the contract. It is the CUSTOMER’s responsibility to expressly negotiate changes and include them in the contract by means of individual written agreements. Should the CUSTOMER nevertheless include its own contractual terms upon conclusion of the contract, no contract shall initially come into existence. If the CUSTOMER nevertheless begins performance of the contract, this shall constitute agreement to conclude the contract exclusively under inclusion of these GTC.

2. Subject Matter of the Contract, Conclusion of Contract

(1) The subject matter of the contract is the granting, limited to the term of the contract, of the use of the “AnyViz” cloud software (hereinafter SOFTWARE) within the CUSTOMER’s company via the Internet, as well as the provision of storage space on the servers of MIRASOFT’s service providers.

(2) The contract begins upon registration in the AnyViz portal unless expressly agreed otherwise. Registration is not permitted for CUSTOMERS from countries subject to restrictions in foreign trade (hereinafter EMBARGO).

(3) The SOFTWARE shall be provided for a fee once, after registration in the AnyViz portal, a paid tariff has been selected by increasing the data points in the project settings. As soon as the CUSTOMER confirms the tariff change by entering its billing address and selecting the button “confirm bindingly,” the new tariff with expanded functionalities may be used immediately. The CUSTOMER will then receive an invoice for the three-month billing period within the next few days.

(4) Technical descriptions, public statements, and other information in brochures, videos, websites, and other informational materials of MIRASOFT are non-binding.

(5) Insofar as MIRASOFT uses third parties to fulfill the agreed services, these shall not become contractual partners of the CUSTOMER.

3. Prices and Terms of Payment

(1) Unless expressly stated otherwise, all prices are in Euro net plus the applicable statutory VAT.

(2) Contractual base fees are payable in advance unless expressly agreed otherwise and become due upon receipt of the invoice. In the case of billing through MIRASOFT, the CUSTOMER shall issue a SEPA business direct debit mandate for the payment due. In the event of chargebacks, MIRASOFT shall be entitled to charge a processing fee of EUR 8.00 per direct debit. If due payments are not received by MIRASOFT on time, the CUSTOMER’s access to the system shall be blocked. After settlement of outstanding claims within a period set by MIRASOFT, access to the system shall be restored. If payment is not made within the period set by MIRASOFT, MIRASOFT reserves the right to block the user account and delete the information and data contained therein.

(3) The CUSTOMER shall have no right of set-off or retention unless the counterclaim is undisputed or legally established.

4. Services of MIRASOFT; SOFTWARE and Storage Space

(1) MIRASOFT grants the CUSTOMER access to the latest version of the SOFTWARE via the Internet using a browser.

(2) MIRASOFT guarantees the functionality and availability of the SOFTWARE during the term of the contractual relationship and shall maintain it in a condition suitable for contractual use.

(3) MIRASOFT may, without being obliged to do so, update or further develop the SOFTWARE at any time and adapt it in particular due to changes in legal requirements, technical developments, or to improve IT security. In doing so, MIRASOFT shall reasonably take into account the legitimate interests of the CUSTOMER and inform the CUSTOMER in due time of necessary updates. In the event of a significant impairment of the CUSTOMER’s legitimate interests, the CUSTOMER shall have a special right of termination.

(4) MIRASOFT is not obliged to adapt the SOFTWARE to the CUSTOMER’s individual needs or IT environment.

(5) MIRASOFT shall take measures in accordance with the state of the art to protect data. However, MIRASOFT assumes no safekeeping or custodial obligations regarding the data. The CUSTOMER is responsible for adequate backup of the data.

5. Scope of Use and Rights of Use

(1) No physical transfer of the SOFTWARE to the CUSTOMER shall take place.

(2) The CUSTOMER shall receive simple, i.e. non-sublicensable and non-transferable rights to use the latest version of the SOFTWARE via browser access in accordance with the contractual provisions, limited to the duration of the contract.

(3) The CUSTOMER may use the SOFTWARE only within the scope of its own business activities by its own personnel. Any further use of the SOFTWARE by the CUSTOMER is not permitted.

(4) The VPN service is designed for maintenance and diagnostic purposes. Booking a tariff package enables the CUSTOMER to use the service free of additional charge. Permanent maintenance of the connection or regular transfer of large amounts of data contradicts the intended purpose. MIRASOFT reserves the right to restrict the use of the VPN service if the data transferred via the VPN service exceeds 2 GB per month and project.

(5) A maximum of 5 cloud adapters may be connected to one customer project. If a tariff package with 50 data points or more is booked, the limit increases to 10 cloud adapters per customer project unless expressly agreed otherwise.

6. Support

(1) MIRASOFT provides a support service for CUSTOMER inquiries regarding the functions of the SOFTWARE. Inquiries may only be submitted via the following email address: service@anyviz.io. Inquiries are generally processed in chronological order of receipt.

7. Service Levels; Rectification of Faults

(1) MIRASOFT guarantees an overall availability of services of at least 99.5% per month at the transfer point. The transfer point is the router output of MIRASOFT’s data center.

(2) Availability means the CUSTOMER’s ability to use all main functions of the SOFTWARE. Maintenance periods and periods of disruption within the rectification time shall be considered periods of availability of the SOFTWARE. Periods of insignificant disruptions shall not be taken into account when calculating availability. The measuring instruments of MIRASOFT in the data center shall be decisive for proving availability.

(3) The CUSTOMER shall report disruptions immediately to service@anyviz.io. Fault reports and rectification are guaranteed Monday to Friday (excluding nationwide public holidays) between 9:00 a.m. and 5:00 p.m. (service hours).

(4) Serious disruptions (overall use of the SOFTWARE or a main function of the SOFTWARE is not possible) shall be remedied by MIRASOFT no later than within 2 hours of receipt of the disruption report – provided the report is made during service hours. If it is foreseeable that rectification will not be possible within this period, MIRASOFT shall inform the CUSTOMER immediately and communicate the expected delay.

(5) Other significant disruptions (main or secondary functions of the SOFTWARE are impaired but usable; or other more than insignificant disruptions) shall be remedied no later than within 12 hours during service hours.

(6) The elimination of insignificant disruptions shall be at MIRASOFT’s discretion.

8. Obligations of the CUSTOMER

(1) The CUSTOMER shall protect and store the access data provided to it against third-party access in accordance with the state of the art. The CUSTOMER shall ensure that use only takes place within the contractually agreed scope. Unauthorized access must be reported to MIRASOFT immediately.

(2) The CUSTOMER is obliged not to store on the provided storage space any data whose use violates applicable law, official orders, third-party rights, or agreements with third parties.

(3) The CUSTOMER shall check the data for viruses or other harmful components before storing or using them in the SOFTWARE and shall use state-of-the-art measures for this purpose (e.g. antivirus programs).

(4) The CUSTOMER shall regularly make appropriate data backups under its own responsibility.

(5) It is the responsibility of the CUSTOMER to ensure the functionality of the SOFTWARE’s working environment. The CUSTOMER bears sole responsibility for selection, installation, and use as well as for the intended results thereof.

(6) Insofar as the CUSTOMER provides MIRASOFT with protected content (e.g. graphics, trademarks, and other copyright- or trademark-protected content), it grants MIRASOFT all rights required for the performance of the contractual agreement. In this context, the CUSTOMER assures that it possesses all necessary rights to the provided customer materials to grant MIRASOFT the corresponding rights.

9. Warranty

(1) With regard to granting the use of the SOFTWARE and providing storage space, the warranty provisions of tenancy law (§§ 535 et seq. BGB) shall apply.

(2) The CUSTOMER shall notify MIRASOFT immediately of any defects.

(3) Warranty for only insignificant reductions in the suitability of the service is excluded. Liability irrespective of fault pursuant to § 536a para. 1 BGB for defects already existing at the time of conclusion of the contract is excluded.

(4) No warranty is given that the software components meet the CUSTOMER’s requirements, fulfill the intended purpose, and work together with all other programs selected by the CUSTOMER, unless interfaces to such programs have been expressly agreed contractually. The CUSTOMER bears sole responsibility for selection, installation, and use as well as for the intended results thereof.

(5) MIRASOFT assumes no warranty for errors caused by improper or insufficient maintenance or parameterization; operation outside the specification applicable to the product; improper preparation and maintenance of the installation site; or interaction with hardware or SOFTWARE not approved by MIRASOFT. No special guarantee giving rise to further rights shall be assumed.

10. Defects of Title

(1) MIRASOFT warrants that no third-party rights oppose the CUSTOMER’s contractual use of the SOFTWARE. In the event of defects of title, MIRASOFT shall provide warranty by granting the CUSTOMER, at its option, a legally unobjectionable possibility to use the SOFTWARE or equivalent SOFTWARE.

(2) The CUSTOMER shall inform MIRASOFT immediately in writing if third parties assert intellectual property rights (e.g. copyrights or patent rights) to the SOFTWARE. MIRASOFT shall support the CUSTOMER in defending against the third party’s claims through advice and information.

11. Liability

(1) MIRASOFT shall be liable for damages – regardless of legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, MIRASOFT shall be liable, subject to statutory limitations of liability (e.g. care in one’s own affairs; insignificant breach of duty), only for damages arising from the breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability shall be limited to compensation for foreseeable, typically occurring damage.

(2) The above exclusions and limitations of liability shall also apply in favor of employees, representatives, executive bodies, and vicarious agents of MIRASOFT as well as in favor of other third parties for whose fault MIRASOFT is responsible under statutory provisions. Cases of mandatory statutory liability (e.g. claims under the Product Liability Act) and liability for damages arising from injury to life, body, or health remain unaffected.

12. Customer Data and Indemnification Against Third-Party Claims

(1) As a technical service provider, MIRASOFT stores content and data for the CUSTOMER which the CUSTOMER enters, stores, and makes available for retrieval when using the SOFTWARE. The CUSTOMER undertakes vis-à-vis MIRASOFT not to upload any criminal or otherwise unlawful content or data, whether absolutely or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the SOFTWARE. In particular, the CUSTOMER undertakes not to use the SOFTWARE for offering unlawful services or goods. With regard to personal data of itself and its users, the CUSTOMER is the responsible party and must therefore always check whether the processing of such data via use of the SOFTWARE is covered by corresponding legal permissions.

(2) The CUSTOMER is solely responsible for all content and processed data used by it or its users as well as for any legal positions required for this purpose. MIRASOFT shall not take note of CUSTOMER content or the content of its users and shall generally not review content used with the SOFTWARE.

(3) The CUSTOMER shall indemnify MIRASOFT against all third-party claims regarding data provided by the CUSTOMER.

(4) In this context, the CUSTOMER undertakes to indemnify MIRASOFT from any liability and all costs, including possible and actual costs of legal proceedings, if MIRASOFT is held liable by third parties, including personally by employees of the CUSTOMER, as a result of alleged actions or omissions of the CUSTOMER. MIRASOFT shall inform the CUSTOMER of such claims and, insofar as legally possible, give the CUSTOMER the opportunity to defend against the asserted claim. At the same time, the CUSTOMER shall immediately provide MIRASOFT with all available information regarding the facts underlying the claim.

(5) Further claims for damages by MIRASOFT remain unaffected.

13. Contract Duration and Termination; Change Between Tariff Packages

(1) The contract is concluded for an indefinite period and may be ordinarily terminated by MIRASOFT and the CUSTOMER (hereinafter: PARTIES) with 14 days’ notice to the end of the billing period. Termination may be made by email and becomes effective upon receipt.

(2) The right of both PARTIES to extraordinary termination (termination for good cause) remains unaffected. Good cause includes in particular the existence of an EMBARGO against the CUSTOMER. Extraordinary termination may result in immediate blocking of the CUSTOMER’s access to MIRASOFT’s portals and services.

(3) Upon termination of the contract, the user’s access to the system shall be blocked.

(4) Tariff packages may be changed at any time. If a larger tariff is selected during the billing period, payments already made shall be credited on a pro rata daily basis. In the event of a change to a cheaper tariff, payment adjustment shall only take effect for the following billing period.

(5) Deletion of the customer project by the CUSTOMER shall be equivalent to ordinary termination.

14. Confidentiality

(1) The information, knowledge, results, data, and documents communicated or made known to the CUSTOMER by MIRASOFT in the context of concluded contracts and/or their execution or in the context of offer phases or orders (hereinafter referred to as “CONFIDENTIAL INFORMATION”) shall be subject to confidentiality regardless of how they are embodied, the manner in which they are transmitted or received (e.g. also by unencrypted email), or whether they are expressly marked as confidential (e.g. “confidential” or “secret”). CONFIDENTIAL INFORMATION also includes trade secrets within the meaning of the German Trade Secrets Act (GeschGehG).

(2) The CUSTOMER undertakes to keep the CONFIDENTIAL INFORMATION confidential beyond termination of the contract in the sense of a trade secret and to use it only for the purposes of the concluded contract and its execution or the offer phase/order and only within the limits provided for in these GTC and concluded contracts. Internal disclosure within the company shall be limited to the extent necessary for performance of the contract or offer/order phase (“need-to-know”).

(3) The confidentiality obligations shall not apply insofar as the CONFIDENTIAL INFORMATION

• was demonstrably known to the CUSTOMER before disclosure, or
• was publicly known or generally accessible before disclosure or becomes known thereafter without fault of the CUSTOMER, or
• essentially corresponds to information disclosed or made accessible to the CUSTOMER at any time by an authorized third party.

15. Data Protection

(1) MIRASOFT may process and store data relating to the respective contracts insofar as this is necessary for execution and processing of the contract and as long as MIRASOFT is legally obliged to retain such data. MIRASOFT reserves the right to transfer data to third parties (e.g. agents working for MIRASOFT) insofar as required for contract fulfillment. MIRASOFT is also entitled to maintain the data in a failover system or separate backup data center. Furthermore, MIRASOFT is entitled to make changes to the data structure or data format in order to eliminate disruptions. MIRASOFT regularly backs up CUSTOMER data stored on servers under MIRASOFT’s responsibility to an external backup server.

(2) The PARTIES undertake to comply with applicable data protection regulations when performing the contract.

(3) If and insofar as MIRASOFT has access to the CUSTOMER’s personal data in the course of providing services, the PARTIES shall conclude a corresponding data processing agreement before processing begins and attach it to this contract as an annex. In this case, MIRASOFT shall process the relevant personal data solely in accordance with the provisions set forth therein and according to the CUSTOMER’s instructions.

(4) The PARTIES shall likewise obligate their employees and third parties engaged to fulfill their contractual obligations in accordance with data protection regulations and provide proof thereof upon request of the respective other PARTY.

16. Severability Clause; Applicable Law and Place of Jurisdiction

(1) Should individual provisions contained herein be or become wholly or partially invalid or unenforceable, or should there be a gap, the validity of the remaining provisions shall remain unaffected.

(2) No oral or written side agreements to these GTC exist. Amendments require written form.

(3) German law shall apply to the exclusion of conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

(4) Exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Würzburg. However, MIRASOFT shall also be entitled to sue the CUSTOMER at its general place of jurisdiction or at any place of action.

Status: 19 February 2026