Terms of Service

1. Scope

(1) These Terms of Service govern all agreements between Nomadyr UG (haftungsbeschränkt), Kolonnenstraße 8, 10827 Berlin, Germany, registered at Amtsgericht Charlottenburg under HRB 280266 B, VAT ID DE460912683 ("Provider", "we", "us"), and the Customer regarding the use of the SaaS product "QuoteXelerator".

(2) QuoteXelerator is exclusively intended for business customers (B2B). Consumer use is excluded.

(3) Deviating terms of the Customer do not apply unless we expressly agree to them in writing.

(4) Registration on the waitlist prior to the public launch of QuoteXelerator does not constitute the formation of a contract under these Terms of Service. Waitlist registrations are governed exclusively by the consent given at registration pursuant to Art. 6(1)(a) GDPR and our Privacy Policy; they neither create entitlement to services nor obligate either party to enter into a future contract.

2. Subject of the Agreement

(1) We provide the web-based software "QuoteXelerator" as a Software-as-a-Service (SaaS) via the internet. QuoteXelerator is a HubSpot Marketplace application that transforms software vendor quotes into HubSpot deal line items.

(2) The scope of features depends on the plan selected by the Customer (Trial, Standard, or Founding) as described on our website.

(3) Our services are subject to the availability of third-party services (in particular HubSpot, Supabase, Vercel, Stripe).

3. Nature of Service; No Financial Advice

(1) QuoteXelerator is a workflow automation tool. It assists the Customer in transforming software vendor quotes into deal line items within HubSpot CRM. QuoteXelerator is not a financial advisory service, a financial instrument, or a regulated financial product.

(2) The Provider does not provide financial, tax, legal, or investment advice of any kind. Any currency conversion rates, pricing calculations, margin estimates, or other financial data displayed or processed within the software are provided for informational and operational convenience only.

(3) The Customer is solely responsible for verifying the accuracy, completeness, and appropriateness of all data, amounts, currency conversions, and pricing outputs generated by QuoteXelerator before using them in any offer, invoice, contract, or other financial transaction.

(4) The Provider assumes no liability for financial gains, losses, missed margins, incorrect pricing, or any other financial consequence arising from the Customer's use of the software or reliance on its outputs. All business decisions, financial offerings, and commercial commitments made by the Customer using QuoteXelerator remain the sole responsibility of the Customer.

(5) The Customer acknowledges that currency exchange rates are sourced from third-party providers and may differ from actual transaction rates offered by banks or payment service providers. The Provider does not guarantee the accuracy, timeliness, or completeness of any exchange rate data.

4. Contract Formation

(1) The contract is formed when:

• the Customer registers for QuoteXelerator (by installing the application from the HubSpot Marketplace and/or subscribing via Stripe), and
• the Provider confirms this by activating software access or sending a confirmation email.

The contract is formed at the latest upon the Customer's first actual use of the software.

(2) The free trial period is 30 days. After expiration, access is revoked unless a paid subscription is activated.

5. Our Services and Service Level

(1) We provide the software in its current version via the internet.

(2) We target a monthly uptime of 99.5%, calculated per calendar month. Scheduled maintenance windows and outages of third-party services on which we depend (in particular HubSpot, Supabase, Vercel, Stripe) are excluded from this calculation.

(3) Planned maintenance is performed preferably on weekends or during night hours. Planned maintenance expected to exceed 30 minutes is announced by email at least 48 hours in advance. Emergency deployments to remediate bugs or security issues may occur without prior notice when necessary to preserve service integrity.

(4) Support response targets, measured on German business days (Monday to Friday, excluding public holidays in Berlin):

• Priority 1 (service unavailable): initial response within 1 business day
• Priority 2 (significant degradation of a core function): initial response within 3 business days
• Priority 3 (general questions, minor issues): initial response within 5 business days

(5) We reserve the right to further develop, update, and modify the software, provided the contractually agreed scope of services is not materially reduced.

6. Customer Obligations

(1) The Customer must keep their access credentials confidential and protect them from unauthorized access.

(2) The Customer ensures they have the necessary rights to the data processed in QuoteXelerator, particularly regarding data protection requirements.

(3) The Customer may only use the software in accordance with applicable law and the agreed scope. Unauthorized use or circumvention of security mechanisms is prohibited.

(4) The Customer is responsible for regular backups of their own data.

7. Pricing and Payment

(1) Pricing is based on the plan selected by the Customer. All prices are in EUR, excluding applicable VAT (currently 19% in Germany).

(2) Billing frequency and method depend on the selected plan. All payments are processed via Stripe. The Customer authorizes us to charge the payment method registered with Stripe.

(3) For EU customers with a valid VAT identification number outside Germany, billing is subject to the reverse charge mechanism.

(4) In case of payment default, we may suspend access to the software after a reasonable grace period.

8. Term and Cancellation

(1) The contract term and billing cycle depend on the plan selected by the Customer.

(2) The Customer may cancel at any time effective at the end of the current billing period. Cancellation is possible via the Stripe customer portal or by email to legal@quotexelerator.com.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) After termination, the Customer's access is deactivated. A data export can be requested in writing prior to or upon termination at legal@quotexelerator.com; the Provider will respond within a reasonable period.

(5) For Founding Member contracts:

• (a) The discounted Founding rate applies exclusively for the initial term defined in the respective Founding offer (depending on the variant purchased, 2 or 3 years; the specific term is stated in the order confirmation).
• (b) After expiry of the initial term, the contract renews at the then-applicable Standard rate. The Founding Member receives a permanent 5 % loyalty discount on that Standard rate.
• (c) Both the Founding rate and the permanent 5 % loyalty discount are contingent on uninterrupted billing. Cancellation, payment failure, or any contract suspension extinguishes both the Founding rate and the loyalty discount; any re-subscription occurs at the then-applicable Standard rate without discount.

9. Warranty

(1) We warrant that the software substantially conforms to the functions described in the service description.

(2) We will remedy defects within a reasonable period after notice. We may choose to remedy defects by repair or by providing a new version of the software.

(3) Immaterial deviations from the service description do not constitute defects.

10. Liability

(1) We are liable without limitation for intent, gross negligence, and for damages resulting from injury to life, body, or health.

(2) For slight negligence, we are liable only for breach of essential contractual obligations (cardinal obligations). In such cases, liability is limited to typical, foreseeable damages.

(3) Liability for indirect damages, consequential damages, lost profits, and data loss is excluded to the extent permitted by law.

(4) The above limitations of liability also apply in favor of our legal representatives and agents.

11. Data Protection

(1) We process personal data in accordance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details are set out in our Privacy Policy.

(2) Where we process personal data on behalf of the Customer, the parties enter into a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR; the German legally binding version is the Auftragsverarbeitungsvertrag (AVV). Technical and organizational measures are documented in the TOM annex. A countersigned copy is available on request at legal@quotexelerator.com.

12. Confidentiality

(1) Both parties undertake to keep confidential all confidential information received in the course of the contractual relationship and to use it only for the purposes of contract performance.

(2) This obligation survives termination of the contract.

13. Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided the Customer is a merchant, a legal entity under public law, or a public-law special fund.

(3) If any provision of these terms is or becomes invalid, the validity of the remaining provisions remains unaffected.

(4) Amendments to these terms require text form (email suffices). We may amend these terms with 30 days' notice. If the Customer does not object within 30 days of receiving the amendment notice, the amended terms are deemed accepted.

Contact

Nomadyr UG (haftungsbeschränkt)
Kolonnenstraße 8, 10827 Berlin, Germany
HRB 280266 B, Amtsgericht Charlottenburg
VAT ID: DE460912683
Email: legal@quotexelerator.com