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General terms and conditions

General Terms and Conditions of Candis GmbH for the domain candis.io and all associated sub-pages and services
Preamble

These General Terms and Conditions of Business, including the appendices thereto ("GTC"), conclusively regulate the contractual relationships between Candis GmbH ("CANDIS") and the contractual partner designated in the payment portal ("Client") with regard to the services of CANDIS specified therein. Other contractual arrangements, in particular the Client's General Terms and Conditions, shall not apply.
CANDIS exclusively offers companies, tax consultants and all other natural or legal persons or partnerships with legal capacity who, pursuant to Section 14 of the German Civil Code (BGB), act in the exercise of their commercial or independent professional activity when concluding a legal transaction, the services designated on the order page, in particular those for accounting support.

Conclusion of contract, right of revocation

2.1 In the case of a monthly or annual package, the contract shall be concluded by the Client completing the order form (offer) on the order page of CANDIS.
2.2 In the case of an individual package, this shall be prepared and sent to the Customer by CANDIS after completion of the order form. The contract shall then be concluded by the Client approving the package in writing (email suffices) (offer) and CANDIS accepting this offer by means of a written confirmation (email suffices).
2.3 The Customer undertakes to comply with the agreements of the monthly or annual package volume. Should the volume be exceeded, the Client must actively communicate this to CANDIS. Documents processed in excess of the package volume shall be invoiced to the Client at EUR 1.50 per document at the end of the respective period.

Provision of the service, scope of use and restrictions of use

3.1 Making the service available: CANDIS shall make the software named on the order page (the combination of modules specifically named in the order form) (hereinafter referred to as "software") available to the customer via online access for the duration of the software subscription. CANDIS grants the Customer a non-exclusive, non-transferable right, limited in time to the term of this Agreement, to access the Software and the related documentation (the Software and the Documentation collectively referred to as the "Material") in accordance with these GTC and the information in the Documentation and without prejudice to the mandatory statutory provisions in accordance with the scope of use specified on the order page by means of the log-in data sent by CANDIS and to use it for its own business purposes in accordance with the foregoing. CANDIS undertakes to ensure a permanent accessibility of the servers.
3.2 Scope of use and functionalities: Subject to the provisions of this contract (in particular the information on the order page), the customer shall be entitled to use the material to the extent specified on the order page (subscription period, modules, number of users) for his own purposes, including the provision of advice to his customers. The Customer shall ensure that the use of the Material is exclusively made by the employee(s) or employee(s) ("User(s)") who are entitled to use the services of CANDIS pursuant to Section 5.1 of these GTCs. The scope of use results for the combination of modules named on the order page with the functionalities described in the documentation.
3.3 Restriction of use: The customer undertakes to use the software in accordance with the contract and neither to pass it on to third parties (persons other than the users in accordance with clause 5.1) nor to make it accessible to third parties in any other way. The customer is not entitled to reverse engineer, decompile, disassemble, modify, duplicate or use any part of the software to create a separate application. Customer agrees (i) except as expressly permitted in this Agreement, not to modify, copy, use or create derivative works of the Software in any manner (ii) not to attempt to circumvent, disable or defeat any technical limitations on use of the Software; (iii) not to transfer, sell, distribute, sell or otherwise dispose of the Software, in whole or in part, to any third party (other than the users referred to in clause 5.

1) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise convey the Software; (iv) not modify or remove any proprietary rights notices on the Software; (v) not use the Software to provide its own time-sharing services, software-as-a-service ("SaaS") offerings, service bureau services or as part of an application service provider or service offerings.
The customer is not entitled to connect the software with other computer programs. The playing of the software on an operating system which controls the essential functions of a computer and enables its use shall not be deemed to be a connection in the aforementioned sense. The software and its components may not be unbundled for use on different computers. In particular, unbundling or repackaging of the software for distribution, transfer or (re)rental is not permitted. If the customer violates any of the above provisions, all rights of use granted under the usage agreement shall immediately become invalid and shall automatically revert to CANDIS. CANDIS shall be entitled to block access to the software. In any case, the customer shall immediately and completely discontinue the use of the software.
CANDIS shall be entitled to demand from the customer a list of those persons who actually use the software within the scope of the granted right of use in the event of circumstances indicating a use of the software by persons other than the authorised users. The Customer shall be obliged to compile this list completely and truthfully without undue delay upon request by CANDIS and to make it available to CANDIS. If the Client fails to properly fulfil its obligation to prepare such a listing or if the listing is incorrect and/or incomplete, CANDIS shall be entitled to extraordinarily terminate the respective right of use concerned. Further claims of CANDIS shall remain unaffected.
3.4 CANDIS shall be entitled to all industrial property rights existing in or in connection with the material. The Customer's or user's ownership of data carriers, data storage devices and other hardware shall not be affected by this, nor shall the Customer's or user's rights to the invoice data filed and stored in the download file. However, the customer shall ensure that material stored on data carriers, data storage devices or other hardware is completely deleted before destruction, sale or other transfer. This does not apply to the customer's or user's invoice data stored in the download file.

Duties of CANDIS

4.1 CANDIS shall digitise the invoice documents in preparation for digitised accounting. A detailed service description can be found at www.candis.io/funktionen. During digitisation, transmission errors cannot be excluded despite the use of state-of-the-art technologies.
4.2 CANDIS shall accept data transmitted by the Client and User in accordance with clause 4.1, digitise the data required for a payment and make them available to the Client in digitised form as a data record within the framework of server-based software in accordance with clause 3. A separate data record shall be created for each invoice document. The customer has the possibility and, if applicable, the obligation (cf. Clause 5.2) to add to or change the data record immediately. It shall be incumbent on the Client to ensure the correctness of the contents read out before executing a transfer, even if a manual check of the contents read out has been carried out by CANDIS.
4.3 The Client is aware that CANDIS shall only process the data provided in accordance with the provisions of this Agreement and shall in no case verify or modify them in any way, legally or otherwise, in particular with regard to tax aspects. Such verification shall be the sole responsibility of the Client or third parties commissioned by the Client.

Duties and obligations of the customer

5.1 The Customer shall be obliged to inform CANDIS which staff members or employees are entitled to use the services of CANDIS as users. CANDIS shall not be obliged to receive or process data from persons other than the aforementioned. Detailed information on notification can be obtained from CANDIS Support.

5.2 In addition, the customer has the following duties and obligations in particular:
a) The Client shall be obliged to ensure that the data is entered and transmitted properly, completely and truthfully.
b) The customer shall be obliged to ensure that the services provided by CANDIS are not misused and that the national and international copyrights and trademark rights, patent rights, rights to names and marks as well as other industrial property rights and personal rights of third parties are observed.
c) The customer is obliged to inform the users in good time before the start of use about the details of this contract, in particular about the rights and obligations according to this contract. This applies in particular with regard to the obligation under clause 5.2 f).
d) The Customer shall be obliged to ensure that, if it allows data of third parties (employees, customers of the Customer, etc.) to be read out by CANDIS, such use shall not be made without the consent of such third party, insofar as this is required by law.
e) The Customer shall be obliged to notify CANDIS immediately of any malfunctions of the server-based software provided by CANDIS. After submission of a malfunction report, the expenses incurred by CANDIS due to the inspection of its technical equipment shall be reimbursed if there was no malfunction of the technical equipment of CANDIS and the customer could have detected this in the course of reasonable troubleshooting.
f) Insofar as the Customer collects, processes or uses personal data within the scope of the use of the services of CANDIS and no statutory permissible circumstance intervenes, the necessary consent of the respective person concerned shall be obtained.
g) Personal access data (password and password) may not be disclosed to third parties and shall be kept protected from access by third parties. For security reasons, they must be changed before first use and at regular intervals thereafter. If there is reason to suspect that unauthorised persons have gained knowledge of the access data, the Customer shall notify CANDIS thereof without delay and change the access data without delay. On PC, USB stick and CD-ROM, the access data may only be stored in encrypted form.
h) If CANDIS is to process sensitive data within the meaning of § 3 para. 9 Federal Data Protection Act, the Customer shall inform CANDIS thereof in writing without delay.
i) CANDIS shall digitalise the invoice documents in preparation for digitalised accounting. A detailed service description can be found at

https://www.candis.io/produktuebersicht
. During digitisation, transmission errors cannot be excluded despite the use of state-of-the-art technologies. The client is therefore responsible for checking the digitised invoice documents before making a payment.
j) The Client declares that all actions and declarations of third parties are available which are required for the provision of CANDIS' service according to the Federal Data Protection Act and other legal regulations, in particular, but not limited to, those according to section 5.2 (f) of these GTC.

Data Protection; Order Data Agreement

6.1 The Customer is aware that CANDIS will use the data transmitted to it, after prior consent of the respective User, anonymously and in accordance with the applicable data protection law, in particular for the optimisation of the CANDIS products. A disclosure to third parties cooperating with CANDIS shall only take place in accordance with clauses 6.2 and 6.3. A passing on to uninvolved third parties does not take place. Further details can be found in the CANDIS data protection declaration at www.candis.io/datenschutz.
6.2 For the implementation of the service, in particular for the digitalisation of the invoice documents as well as for the synchronisation of the bank accounts and payment services of the Client in real time, CANDIS uses external service providers. Contract data processing agreements in accordance with the provisions of the Federal Data Protection Act have been concluded with these service providers.
6.3 Insofar as CANDIS receives data from the Client or the User, stores them, digitises them and makes them available to the Client and the User in digitised form as a data record within the scope of a server-based software pursuant to section 5, this shall constitute commissioned data processing on behalf of the Client. The obligations incumbent on the Parties in this respect are set out in concrete terms in the commissioned data processing agreement attached as an annex.

Term and Termination of the Contract; Termination of the Contract; Data Retention and Deletion
7.1 The contract term and the billing cycle result from the conclusion of the subscription on the CANDIS order page. The period of notice for ordinary termination for packages with an annual basic price is 2 months to the end of the billing cycle. The period for ordinary termination for packages with a monthly basic price is 4 weeks to the end of the calendar month.
7.2 The right to terminate for good cause shall remain unaffected. Good cause shall be deemed to exist for CANDIS in particular in cases in which the Client substantially breaches the obligations incumbent upon it pursuant to Section 5 of these GTCs or the Client is in default with the payment of the remuneration for more than four weeks from the due date.
7.3 Upon receipt of the notice of termination, the Client shall be given the opportunity to download the contents and documents posted by him on the CANDIS Platform onto his own data carrier for a period of six weeks or - should this be later - until the date of termination of the contract. The Client agrees that the stored contents and documents shall thereafter be deleted by CANDIS. Insofar as the six weeks are not sufficient for the Client to save his data, the Client may request extensions of one month each from CANDIS in writing (email shall suffice), in which case the agreed monthly fee shall be due in each case. As soon as the Client no longer wishes to retain the data, he may notify CANDIS thereof in writing (email suffices) at any time after the notice of termination. The client agrees that the stored contents and documents will be deleted by CANDIS thereafter.

Warranty; Obligation of the Customer to cooperate

8.1 In the event of defective material, the Customer shall be entitled to demand first the removal of the defect and, if the removal of the defect has not been effected within four weeks after notification, to a reasonable reduction of the usage fee for the duration of the existence of the defect.
8.2 CANDIS does not warrant that the software is free from defects, errors, bugs and temporary server failures despite the greatest possible care.
8.3 The Customer shall be obliged to provide CANDIS with verifiable documentation and information on the nature and occurrence of deviations from the performance description of the software and to cooperate in the containment and identification of errors and sources of errors.

Liability

9.1 CANDIS shall be liable without limitation in case of intent or gross negligence as well as in case of absence of a guaranteed characteristic for all damages attributable thereto.
9.2 In case of slight negligence CANDIS shall be liable without limitation in case of injury to life, body and health. Apart from that, CANDIS shall only be liable in case of slight negligence if an obligation is violated, the fulfilment of which enables the proper performance of the contract in the first place, the violation of which endangers the achievement of the purpose of the contract and the compliance with which the Customer can regularly rely on (cardinal obligation). In the event of a breach of a cardinal obligation, liability shall be limited to the foreseeable damage typical for the contract. This also applies to lost profit and missed savings. Liability for other remote consequential harm caused by a defect is excluded.
9.3 Liability under the provisions of the Product Liability Act shall remain unaffected.
9.4 Without prejudice to the provisions of this paragraph, CANDIS shall not be liable for any damage suffered by the Customer as a result of the Customer's failure to comply with its inspection obligation under clause 5.2 i).
9.5 CANDIS shall be liable for the loss of data only up to the amount that would have been incurred to restore the data had it been properly and regularly backed up.
9.6 The Customer shall be liable for all breaches of duty of its users as well as other third parties who commit breaches of duty in the sphere controllable by the Customer, unless it proves that it is not responsible for the breaches of duty.
9.7 CANDIS shall be indemnified against all claims of third parties which are based on an unlawful use of the services of CANDIS by the Client or which are made with the Client's approval or which arise in particular from data protection law, copyright law or other legal disputes which are connected with the use of the services of CANDIS. If the Client recognises or must recognise that such a violation is imminent, the obligation to inform CANDIS shall exist without delay.
9.8 To the extent that CANDIS' liability is excluded, this shall also apply to the personal liability of its employees, workers, representatives and vicarious agents as well as to CANDIS' liability for their conduct.

Industrial property rights and copyrights; defects of title

10.1 Unless otherwise agreed, CANDIS shall be obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the Customer due to the infringement of property rights by deliveries made by the Supplier in accordance with the contract, CANDIS shall be liable to the Customer as follows:
10.2 CANDIS shall, at its option and at its expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them if and to the extent that the functionality of the software owed is not significantly impaired thereby. If this is not possible for CANDIS under reasonable conditions or if CANDIS' supplementary performance fails within a reasonable grace period set by the Customer, the Customer may withdraw from the contract or reduce the purchase price under the statutory conditions.
10.3 CANDIS' obligation to pay damages shall be governed by section 9 of these GTC.
10.4 The aforementioned obligations of CANDIS shall only exist insofar as the Customer immediately notifies CANDIS in writing of the claims asserted by the third party, does not acknowledge an infringement and CANDIS reserves the right to all defensive measures and settlement negotiations; in this context, the Customer shall grant CANDIS all powers of attorney and authority necessary to defend the software against the asserted rights of third parties. If the Customer discontinues the use of the delivery for reasons of mitigation of damages or other important reasons, he shall be obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgement of an infringement of property rights.
10.5 Claims of the customer are excluded insofar as the customer is responsible for the infringement of the property right.
10.6 Claims of the customer are also excluded insofar as the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer.
10.7 CANDIS reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings, manuals and other documents (hereinafter: Documents). The Documents may only be made accessible to third parties with the prior consent of CANDIS and, if the order is not placed with CANDIS, shall be returned to CANDIS without delay upon request.
10.8 In the event of other defects of title, the provisions of Section 8 of these GTC (warranty for material defects) shall apply accordingly.
10.9 Further or other claims of the Client against CANDIS and its vicarious agents on account of a defect of title than those regulated in this Section 10 shall be excluded.

Secrecy

11.1 The Customer shall protect the Software from unauthorised access or access by third parties and shall ensure that no copy, publication or other form of disclosure of the Material (including the Software), in whole or in part, is made unless permitted under the User Agreement. The Client acknowledges that the Materials, including the Software, contain valuable confidential information and trade secrets and that their unauthorised use and/or unauthorised copying may constitute a loss to CANDIS.
11.2 The Client undertakes vis-à-vis CANDIS to keep secret all confidential information which has become or will become known to it in the run-up to and/or in the course of the performance of this Agreement, in particular to avoid any access to such information by third parties. The Client shall oblige all users, staff and employees authorised by him, insofar as they are not already obliged to do so on the basis of their employment contract, to maintain confidentiality to the extent defined herein.
11.3 Confidential within the meaning of this Agreement shall be all information which is marked as such by CANDIS or whose confidentiality results from the circumstances.
10.1 Unless otherwise agreed, CANDIS shall be obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the Customer due to the infringement of property rights by deliveries made by the Supplier in accordance with the contract, CANDIS shall be liable to the Customer as follows:
10.2 CANDIS shall, at its option and at its expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them if and to the extent that the functionality of the software owed is not significantly impaired thereby. If this is not possible for CANDIS under reasonable conditions or if CANDIS' supplementary performance fails within a reasonable grace period set by the Customer, the Customer may withdraw from the contract or reduce the purchase price under the statutory conditions.
10.3 CANDIS' obligation to pay damages shall be governed by section 9 of these GTC.
10.4 The aforementioned obligations of CANDIS shall only exist insofar as the Customer immediately notifies CANDIS in writing of the claims asserted by the third party, does not acknowledge an infringement and CANDIS reserves the right to all defensive measures and settlement negotiations; in this context, the Customer shall grant CANDIS all powers of attorney and authority necessary to defend the software against the asserted rights of third parties. If the Customer discontinues the use of the delivery for reasons of mitigation of damages or other important reasons, he shall be obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgement of an infringement of property rights.
10.5 Claims of the customer are excluded insofar as the customer is responsible for the infringement of the property right.
10.6 Claims of the customer are also excluded insofar as the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer.
10.7 CANDIS reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings, manuals and other documents (hereinafter: Documents). The Documents may only be made accessible to third parties with the prior consent of CANDIS and, if the order is not placed with CANDIS, shall be returned to CANDIS without delay upon request.
10.8 In the event of other defects of title, the provisions of Section 8 of these GTC (warranty for material defects) shall apply accordingly.
10.9 Further or other claims of the Client against CANDIS and its vicarious agents on account of a defect of title than those regulated in this Section 10 shall be excluded.

Secrecy

11.1 The Customer shall protect the Software from unauthorised access or access by third parties and shall ensure that no copy, publication or other form of disclosure of the Material (including the Software), in whole or in part, is made unless permitted under the User Agreement. The Client acknowledges that the Materials, including the Software, contain valuable confidential information and trade secrets and that their unauthorised use and/or unauthorised copying may constitute a loss to CANDIS.
11.2 The Client undertakes vis-à-vis CANDIS to keep secret all confidential information which has become or will become known to it in the run-up to and/or in the course of the performance of this Agreement, in particular to avoid any access to such information by third parties. The Client shall oblige all users, staff and employees authorised by him, insofar as they are not already obliged to do so on the basis of their employment contract, to maintain confidentiality to the extent defined herein.
11.3 Confidential within the meaning of this Agreement shall be all information which is marked as such by CANDIS or whose confidentiality results from the circumstances.
10.1 Unless otherwise agreed, CANDIS shall be obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the Customer due to the infringement of property rights by deliveries made by the Supplier in accordance with the contract, CANDIS shall be liable to the Customer as follows:
10.2 CANDIS shall, at its option and at its expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them if and to the extent that the functionality of the software owed is not significantly impaired thereby. If this is not possible for CANDIS under reasonable conditions or if CANDIS' supplementary performance fails within a reasonable grace period set by the Customer, the Customer may withdraw from the contract or reduce the purchase price under the statutory conditions.
10.3 CANDIS' obligation to pay damages shall be governed by section 9 of these GTC.
10.4 The aforementioned obligations of CANDIS shall only exist insofar as the Customer immediately notifies CANDIS in writing of the claims asserted by the third party, does not acknowledge an infringement and CANDIS reserves the right to all defensive measures and settlement negotiations; in this context, the Customer shall grant CANDIS all powers of attorney and authority necessary to defend the software against the asserted rights of third parties. If the Customer discontinues the use of the delivery for reasons of mitigation of damages or other important reasons, he shall be obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgement of an infringement of property rights.
10.5 Claims of the customer are excluded insofar as the customer is responsible for the infringement of the property right.
10.6 Claims of the customer are also excluded insofar as the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer.
10.7 CANDIS reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings, manuals and other documents (hereinafter: Documents). The Documents may only be made accessible to third parties with the prior consent of CANDIS and, if the order is not placed with CANDIS, shall be returned to CANDIS without delay upon request.
10.8 In the event of other defects of title, the provisions of Section 8 of these GTC (warranty for material defects) shall apply accordingly.
10.9 Further or other claims of the Client against CANDIS and its vicarious agents on account of a defect of title than those regulated in this Section 10 shall be excluded.

Secrecy

11.1 The Customer shall protect the Software from unauthorised access or access by third parties and shall ensure that no copy, publication or other form of disclosure of the Material (including the Software), in whole or in part, is made unless permitted under the User Agreement. The Client acknowledges that the Materials, including the Software, contain valuable confidential information and trade secrets and that their unauthorised use and/or unauthorised copying may constitute a loss to CANDIS.
11.2 The Client undertakes vis-à-vis CANDIS to keep secret all confidential information which has become or will become known to it in the run-up to and/or in the course of the performance of this Agreement, in particular to avoid any access to such information by third parties. The Client shall oblige all users, staff and employees authorised by him, insofar as they are not already obliged to do so on the basis of their employment contract, to maintain confidentiality to the extent defined herein.
11.3 Confidential within the meaning of this Agreement shall be all information which is marked as such by CANDIS or whose confidentiality results from the circumstances.
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11.4 The obligation to maintain confidentiality pursuant to section 11. 2 shall not apply to Confidential Information (i) which is already in the public domain or generally known at the time the Client becomes aware of it or which becomes known without a breach of this confidentiality obligation, (ii) which is handed over to the Client by a third party without a breach of a confidentiality obligation towards CANDIS, (iii) developed by the Client independently of this Agreement; or (iv) if and to the extent that the Confidential Information is required to be disclosed pursuant to an enforceable governmental or court order and the Client has notified CANDIS promptly after becoming aware of the disclosure obligation and has given CANDIS an opportunity to oppose such disclosure.

Other Conditions

12.1 German law shall apply. The place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of CANDIS in Berlin.
12.2 The Client may transfer the rights and obligations under this contract to a third party only with the prior written consent of CANDIS.
12.3 The Provider shall remain entitled to amend these GTC for the future. The Client shall be notified in writing (e-mail is sufficient) of any amendments made. The amendments shall become effective unless the Client has objected to them in writing to CANDIS within four (4) weeks of receipt of the notification pursuant to sentence 2. In the written notification pursuant to sentence 2, the Provider shall again expressly draw the Client's attention to the significance and legal consequences of silence. If the Client objects to the amendments to these GTC, both the Provider and the Client may terminate the agreement affected by the amendment extraordinarily and in due form.
12.4 The customer's general terms and conditions are not part of the contract, even if they have not been expressly contradicted in detail.


Status: November 2021

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