Terms & Conditions

Note: This is a non-binding English translation for information purposes only. The German version is the sole legally binding version. These GTC are tailored to the SaaS and app offering of grovez GmbH (B2B, German law, international use).

§ 1 Scope, definitions

(1) These General Terms and Conditions (“GTC”) apply to all contracts between grovez GmbH, Weißer Weg 7b, 32657 Lemgo, Germany (“grovez”) and its customers (“Customer”) regarding the provision and use of the cloud-based grovez platform and the associated mobile application (together, the “Services”).

(2) grovez’s offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), at legal entities under public law and at special funds under public law. It is not directed at consumers.

(3) These GTC and the respective individual agreement (e.g. quotation, order confirmation or order form) apply exclusively. The Customer’s general terms and conditions do not apply, even if grovez does not expressly object to them. In the event of conflicts between the individual agreement and these GTC, the individual agreement prevails.

(4) For the purposes of these GTC, “Platform” means grovez’s web-based, multi-tenant SaaS solution; “App” means the associated mobile application; “Users” means the natural persons designated by the Customer who use the Services; “Customer Data” means all data entered into or transmitted via the Platform by the Customer or its Users; “Contractual Year” means a period of twelve (12) months from the start of the contract.

§ 2 Subject matter and conclusion of contract

(1) The subject matter of the contract is the provision of the Services for a limited period for use via the internet (software as a service) against payment. The software is not provided for permanent retention (sale) or for installation on the Customer’s systems.

(2) The contract is concluded by the Customer’s acceptance of an offer from grovez or by grovez’s confirmation of an order placed by the Customer. The type and scope of the Services, the term, the number of Users and the remuneration are set out in the respective individual agreement.

(3) As the Platform is a standard product, grovez is not responsible for ensuring that the Services meet the Customer’s industry-specific, legal or regulatory requirements, unless these apply directly to grovez or have been expressly agreed in the individual agreement. The Customer is responsible for checking the suitability of the Services for its purposes.

§ 3 Scope of services and availability

(1) The relevant characteristics of the Services are set out conclusively in the applicable service description and the individual agreement. The Services are not designed for the operation of nuclear power plants, for life-support systems or for applications in which a failure could lead to death, personal injury or serious damage to property or the environment.

(2) grovez makes the Platform available at the transfer point (router output of the data centre) with an availability of 98% on a monthly average, unless a different availability is agreed in the individual agreement. Maintenance times (§ 10) and failures for which grovez is not responsible (in particular force majeure, internet disruptions outside grovez’s control or circumstances within the Customer’s area of responsibility) are excluded from the availability calculation.

(3) grovez is entitled to further develop and adapt the Services (e.g. infrastructure, security, technical configuration, functions), provided this does not significantly reduce the contractually owed scope of functions, performance and security.

(4) The Customer’s internet access required for use is not part of the Services. The Customer must meet the technical requirements specified in the service description (in particular supported browsers).

§ 4 Mobile app

(1) Insofar as the Customer uses the App, grovez grants the Customer, for the term of the contract, a non-exclusive, non-transferable and non-sublicensable right to install and use the App on its Users’ mobile devices as intended.

(2) Where the App is obtained from a third-party app store, that store’s terms of use additionally apply in the relationship between the Customer and the store operator. § 3 applies to the App accordingly.

§ 5 Rights of use

(1) grovez grants the Customer, for the term of the contract, a non-exclusive, non-transferable and – subject to paragraph 3 – non-sublicensable right to use the Services within the agreed scope (in particular within the agreed number of Users) for its own business purposes.

(2) The Customer is not entitled to use the Services beyond the agreed scope, to make them available to third parties for a fee or free of charge, to make them publicly accessible, or to allow them to be used by or for third parties by way of application service providing, software as a service, outsourcing or in a comparable manner.

(3) The Customer may allow a service provider it has commissioned to use the Services, provided this is done exclusively for the Customer’s purposes and for the term of the service contract, the service provider is not a competitor of grovez, and the Customer informs grovez in advance in text form. The Customer is liable for the conduct of the service provider as for its own conduct.

§ 6 Customer obligations and usage restrictions

(1) The Customer is obliged to use the Services only within the framework of applicable law and the contractual provisions and not to use them in a way that endangers the security or performance of the Platform.

(2) Unless it is open-source software or expressly agreed otherwise, the Customer is prohibited from modifying, reverse engineering, decompiling or disassembling the Services, except to the extent permitted by mandatory law to establish interoperability. Copyright, trademark and other proprietary notices may not be removed or altered.

(3) The Customer shall indemnify grovez against third-party claims based on unlawful use of the Services by the Customer or its Users or on a breach of these obligations, insofar as the Customer is responsible for the breach.

§ 7 Access credentials and security

(1) grovez provides the Customer with the necessary access credentials following registration. The Customer must keep its access credentials and passwords confidential, protect them from third-party access, and inform grovez without delay in text form if there are indications that third parties have obtained knowledge of them.

(2) Each access password may only be used by one natural person. The Customer is responsible for all activities carried out via its accounts, insofar as it is responsible for them.

§ 8 Connection of devices

(1) Insofar as the Services provide for the connection of devices (e.g. luminaires, sensors, gateways) via the internet, these can only be connected to the Platform. Cross-device connection or cross-customer visibility of devices is not part of the Services.

(2) The Customer acknowledges that the Platform is a multi-tenant system and that there is no entitlement to a dedicated physical system operated exclusively for the Customer.

§ 9 Customer Data

(1) The Customer remains the owner of all rights to the Customer Data. The Customer grants grovez the non-exclusive right to process the Customer Data for the purpose of providing the Services. grovez is entitled to analyse Customer Data in anonymised form (without personal reference and without identifiability of the Customer) for statistical purposes and to improve and further develop the Services. § 15 (data protection) remains unaffected.

(2) The Customer is solely responsible for the accuracy, quality and legality of the Customer Data and for being entitled to transmit and process it. The Customer is prohibited from entering Customer Data that infringes third-party rights, violates applicable law, was collected or processed without the required legal basis, or impairs the security or performance of the Platform.

(3) grovez is not obliged to check the legality of the Customer Data. In the event of a breach of paragraph 2, grovez is entitled to block or delete the affected Customer Data after setting a reasonable deadline; in the event of imminent material disadvantages, also without prior notice.

(4) After the end of the contract, grovez makes the Customer Data available to the Customer for export for a period of thirty (30) days and then deletes it, unless statutory retention obligations apply.

§ 10 Maintenance and support

(1) Support and maintenance services within the agreed scope are included in the subscription. Services beyond this scope (e.g. training, consulting, customer-specific adaptations) are provided by grovez only on the basis of a separate offer and against additional remuneration.

(2) grovez is entitled to carry out scheduled maintenance work, usually in the evening hours (6–8 pm CET); during these times the Platform may be temporarily unavailable. grovez will announce scheduled maintenance with reasonable notice where possible and reasonable. Unscheduled maintenance remains reserved.

§ 11 Prices and payment

(1) The prices agreed in the individual agreement apply. All prices are net plus the applicable statutory taxes and charges.

(2) Unless otherwise agreed, remuneration for recurring services is invoiced annually in advance and for one-off services upon purchase. Invoiced amounts are due for payment without deduction within thirty (30) days of the invoice date.

(3) grovez is entitled, once per Contractual Year starting from the second Contractual Year and with three (3) months’ notice, to adjust prices with effect for the future in order to offset increased costs (e.g. price increases of suppliers, higher wage or tax burdens), but by no more than ten percent (10%) compared with the most recently valid price. In the event of an increase exceeding the statutory inflation rate, the Customer has a special right of termination effective as of the date the increase takes effect.

(4) In the event of default in payment, grovez is entitled to charge default interest at the statutory rate (§ 288 BGB). The assertion of further rights, in particular damages, remains unaffected.

(5) The Customer may only offset against, or assert a right of retention based on, claims that are undisputed or have been finally adjudicated.

§ 12 Warranty

(1) grovez warrants that, during the period of the agreed availability (§ 3 (2)), the Platform substantially complies with the service description. Any characteristics beyond this are owed only where expressly agreed.

(2) The Customer must report defects without delay, at the latest within ten (10) days of discovery, in text form and with a detailed description of the error symptoms.

(3) In the event of a defect, grovez will remedy it at its own choice by rectification or by providing a defect-free version (including by way of an update or upgrade).

(4) grovez warrants that the contractual use of the Services within the European Union, the EEA and the states in which the Customer uses the Services in accordance with the contract does not infringe third-party rights. If a third party asserts corresponding claims, grovez will, at its own choice, obtain the necessary rights for the Customer, modify the Services or replace them with equivalent, non-infringing Services. Subject to the Customer informing grovez without delay in writing, providing support and leaving the conduct of the proceedings to grovez, grovez indemnifies the Customer against court-awarded third-party claims arising from an infringement of intellectual property rights for which grovez is responsible.

§ 13 Liability

(1) grovez is liable without limitation (a) for intent and gross negligence, (b) for damage arising from injury to life, body or health, (c) to the extent of a guarantee assumed or a procurement risk assumed, and (d) under the German Product Liability Act and other mandatory statutory liability provisions.

(2) In the event of the slightly negligent breach of a material contractual obligation (cardinal obligation) whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely, liability is limited to the typical, foreseeable damage. Any further liability for slight negligence is excluded.

(3) The Customer is obliged to back up its data to a reasonable extent. For data loss for which grovez is responsible, liability is limited to the effort that would have been required for restoration had the Customer properly backed up its data.

(4) The above limitations of liability also apply to the personal liability of grovez’s legal representatives, employees and vicarious agents.

§ 14 Confidentiality

(1) The parties undertake to keep the other party’s confidential information secret and not to disclose it to third parties. This obligation continues for five (5) years after the end of the contract.

(2) Excluded is information that was demonstrably already known or generally accessible, or becomes so without a breach of these GTC, as well as information that must be disclosed due to a statutory obligation or an official or court order; in the latter case, the other party must – where permissible – be informed in advance.

§ 15 Data protection

(1) The parties comply with the applicable data protection requirements. Insofar as grovez processes personal data on behalf of the Customer in the course of providing the Services, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR.

(2) Insofar as personal data is transferred to a third country outside the EU/EEA, this takes place only on the basis of appropriate safeguards pursuant to Art. 46 GDPR (in particular EU Standard Contractual Clauses). Information on the processing of personal data by grovez as controller is contained in the privacy policy.

§ 16 Control rights

grovez is entitled to verify the contractual use of the Services by suitable technical measures and to carry out, at most once per Contractual Year and with reasonable notice, a review of the contractual scope of use. Any such review must comply with the applicable data protection requirements.

§ 17 Export and sanctions law

(1) Use of the Services may be subject to national and international export, re-export and sanctions regulations, in particular those of the Federal Republic of Germany, the European Union and the United States of America. The Customer is obliged to comply with all relevant regulations, in particular not to make the Services available, directly or indirectly, to persons or entities listed on relevant sanctions lists.

(2) grovez’s performance obligations are subject to the condition that no obstacles arising from export, sanctions or other regulations prevent performance. If the Customer breaches its obligations under this section, it shall indemnify grovez on first demand against resulting claims of third parties or authorities, insofar as the Customer is responsible for the breach.

§ 18 Term and termination

(1) The term and start of the contract are set out in the individual agreement. Unless otherwise agreed, the contract is extended by twelve (12) months after expiry of the initial term unless terminated with three (3) months’ notice to the end of the respective term.

(2) The right to terminate for cause remains unaffected. Cause exists for grovez in particular if the Customer exceeds the rights of use and does not cease this breach within fourteen (14) days of a warning, or if the Customer is in default of payment to a significant extent.

(3) In the event of a breach of material contractual obligations by the Customer, in particular under §§ 5, 6, 9 or 17, grovez is entitled to suspend access to the Services after an unsuccessful warning with a reasonable deadline until the breach has been remedied.

(4) Any termination must be in text form to be effective.

§ 19 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) Place of jurisdiction: If the Customer is established in the European Union, the exclusive place of jurisdiction is grovez’s registered seat. If the Customer is established outside the European Union, all disputes arising from or in connection with the contract shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS), excluding recourse to the ordinary courts; the seat of arbitration is Germany and the language of the proceedings is English. In both cases, grovez is also entitled to sue the Customer at its general place of jurisdiction.

(3) These GTC are provided in German and English. Only the German version is authoritative and legally binding; the English version is for information purposes only.

(4) The Customer may only transfer the contract or individual rights and obligations under it to third parties with grovez’s prior written consent.

(5) Amendments and additions to the contract must be in text form, unless a stricter form is mandatorily required. This also applies to the waiver of this form requirement.

(6) Should any provision of these GTC or the individual agreement be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected.

As of: June 2026 · grovez.io