General Terms and Conditions

1. Scope

a. These General Terms and Conditions (GTC) apply to all contracts concerning the use of the platform “Nusho” available at https://www.yumiassistant.com, as well as to the digital services provided via the platform.

b. The services include, in particular, software solutions for customer management and marketing automation, virtual telephone services, and the creation and hosting of websites.

c. Contractual partners are businesses using the platform (hereinafter referred to as the “Customer”). Upon completion of registration on the platform and acceptance of these GTC, a contract is formed between the provider and the Customer.

d. Deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract unless the provider expressly agrees to their validity in writing.

2. Subject Matter of the Contract

a. Nusho provides a digital platform through which companies can use various software and communication solutions.

b. The platform includes, in particular, features for customer management, marketing and appointment management, as well as virtual telephone services. Additional features and extensions may also be offered.

c. An overview of the currently available features, services, and prices is accessible on the platform.

d. The services and features presented on the platform do not constitute a legally binding offer, but rather an invitation to the Customer to register for the use of the respective services.

e. Certain functions of the platform may be provided by third-party providers. In such cases, Nusho makes these features available within the platform, while the service itself is performed wholly or partially by the respective third party.

f. Additional terms of use or contractual conditions of the respective third-party provider may apply to such services.

g. Nusho provides the Customer with a software platform through which certain functions and services can be used.

h. The platform may include or enable the use of third-party services or features.

i. If the Customer uses third-party features, this is done at their own responsibility. The Customer is responsible for complying with the respective terms of use of the third-party providers.

j. Nusho assumes no responsibility for the scope or availability of third-party features.

k. Nusho is entitled to further develop the services and to add, modify, or discontinue functions or third-party providers.

3. Conclusion of Contract and Registration

a. Use of the platform requires registration by the Customer. Only entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), acting in the course of their commercial or self-employed professional activity, are eligible to register.

b. By completing registration and clicking the button “Register now with payment obligation,” the Customer submits a binding offer to conclude a usage agreement for the selected services.

c. The contract is concluded as soon as Nusho confirms the Customer’s registration, for example by email.

d. Nusho reserves the right to reject registrations without stating reasons.

e. The Customer is obliged to keep their access data confidential and protect it from access by third parties.

4. Prices and Payment Terms

4.1 Paid Services

Some of Nusho’s services are subject to fees and are billed via subscriptions (“fees”). The applicable prices are displayed on the platform and apply to the selected term.

4.2 One-Time Setup Fees

One-time setup fees are due upon conclusion of the contract.

4.3 Due Date and Payment Method

Fees are payable monthly in advance. Payment is processed via the payment service provider Stripe. Available payment methods (e.g., SEPA direct debit or credit card) are displayed during the ordering process.

4.4 Default and Consequences

In the event of late payment, Nusho may charge statutory default interest. Furthermore, Nusho may restrict or suspend access to the services until full payment is made. The obligation to pay remains in effect during any suspension.

4.5 Set-off and Retention

Set-off or retention by the Customer is only permitted with undisputed or legally established claims.

4.6 Upgrades and Downgrades

The Customer may upgrade to a higher-tier service package at any time. The price difference will be charged pro rata for the remaining term.

Downgrades to a lower-tier package are generally only possible at the end of the current term unless Nusho agrees to an earlier change.

4.7 Price Changes

Nusho may adjust service fees. The Customer will be informed by email at least 30 days before the changes take effect. The Customer is entitled to terminate the contract before the changes come into force. If no termination occurs by the end of the term, the price change is deemed accepted.

4.8 Assignment of Claims

Nusho is entitled to assign claims arising from this contract to third parties.

5. Contract Term, Termination, and End of Contract

5.1 Term

The contract is concluded for an indefinite period. Subscription-based services automatically renew for an additional month unless properly terminated.

5.2 Termination by the Customer

The Customer may terminate the subscription at any time with 14 days’ notice to the end of the month in text form (e.g., email).

5.3 Termination by Nusho

Nusho may also terminate the contract with 14 days’ notice to the end of the month in text form.

5.4 Extraordinary Termination

Both parties may terminate the contract with immediate effect for good cause.

Good cause exists in particular if:
• the Customer fails to make due payments despite a reminder,
• insolvency proceedings are initiated against a party’s assets, or
• the Customer breaches essential contractual obligations and fails to remedy the breach despite notice.

5.5 Account Deletion

The Customer may request deletion of their user account at any time in text form. However, deletion of the account does not constitute termination of the contract. Fees remain payable until effective termination.

5.6 Data Deletion

After termination of the contract, stored Customer content will be deleted unless statutory retention obligations apply.

5.7 Continuing Rights and Obligations

Rights and obligations that by their nature are intended to survive termination shall remain unaffected.

6. Customer Obligations

a. The Customer must provide truthful and complete information during registration and keep it up to date during the contract term. The Customer is responsible for maintaining the confidentiality of access data and must not share it with third parties.

b. Nusho provides only the technical platform and assumes no responsibility for the Customer’s content or business activities.

c. The Customer is solely responsible for all content published or made accessible via the platform.

d. The Customer undertakes to use the services only in compliance with applicable law.

e. The Customer must not use the platform for unlawful, abusive, or fraudulent purposes.

f. If the Customer breaches their obligations or if there are concrete indications of such a breach, Nusho is entitled to temporarily restrict or suspend access.

g. In the event of suspension, the Customer remains obliged to pay the fees incurred during the suspension period.

7. Usage Rights and Intellectual Property

7.1 License to Use the Platform

Nusho grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the platform, the services provided, and the underlying software for the duration of the contract within the agreed scope.

7.2 Rights of Nusho

All rights to the platform, software, systems, templates, designs, databases, trademarks, logos, and other components remain exclusively with Nusho or the respective rights holders. The Customer receives no rights beyond those expressly granted.

7.3 Usage Restrictions

The services may only be used for the Customer’s own business purposes. The Customer is not entitled to copy, modify, decompile, reverse engineer, resell, or make the software available to third parties unless expressly permitted by law.

7.4 Websites and Custom Work

Websites created by Nusho and custom-developed content (e.g., logos, graphics, designs) are transferred to the Customer only after full payment and only to the agreed extent. Without an agreement, all rights remain with Nusho.

7.5 Customer Content

Content provided by the Customer remains the Customer’s property. The Customer grants Nusho a non-exclusive license for the duration of the contract to store, process, and display such content as necessary for service provision.

7.6 Data After Termination

After termination, the Customer may request the release of their data and content where technically feasible. If no request is made within a reasonable period, Nusho may delete the data subject to legal retention obligations.

7.7 Open Source and Feedback

Services may include open-source software subject to the respective license terms.

Feedback or suggestions provided voluntarily by the Customer may be used by Nusho free of charge for improvement and development purposes.

8. Warranty and Liability

8.1 Service Provision

Services are provided in accordance with the current state of technology. Temporary limitations in availability, particularly due to maintenance, updates, or force majeure, do not constitute defects.

8.2 Unlimited Liability

Nusho is fully liable for damages caused by intent or gross negligence, as well as for injury to life, body, or health.

8.3 Limited Liability

In cases of slight negligence involving essential contractual obligations, Nusho is only liable for foreseeable, typical contractual damages. Liability for lost profits or indirect damages is excluded where legally permissible.

8.4 Data Loss

Nusho is liable for data loss only if the Customer has taken appropriate backup measures, particularly regular backups.

8.6 Indemnification by the Customer

The Customer indemnifies Nusho against third-party claims arising from unlawful use of the services or Customer-provided content.

8.7 Liability Cap

Unless liability is unlimited, it is limited to the amount paid by the Customer in the previous twelve months.

9. Contract Term and Termination

(Repeated section – consistent with original)

Same provisions as Section 5 regarding duration, termination rights, account deletion, and data handling after termination.

10. Data Protection and Confidentiality

10.1 Confidential Information

The parties may exchange confidential information. Confidential information includes all non-public information marked as confidential or deemed confidential by nature, especially business, customer, and technical data.

Not considered confidential:
a) publicly known information,
b) information lawfully obtained from third parties without confidentiality obligations,
c) independently developed information.

Both parties agree to use confidential information only for contract purposes and not disclose it without consent. This obligation continues after termination.

10.2 Data Protection

Nusho processes personal data in compliance with applicable data protection laws, particularly the GDPR, and only as necessary to perform contractual services.

10.3 Data Processing Agreement

Where Nusho processes personal data on behalf of the Customer, a data processing agreement under Article 28 GDPR is concluded. The Customer remains the data controller; Nusho acts as the processor.

10.4 Sub-processors

Nusho may use sub-processors (e.g., for hosting or infrastructure). These are contractually obligated to comply with data protection laws. A current list is available upon request or in the privacy policy.

10.5 Technical and Organizational Measures

Nusho implements appropriate measures to protect personal data from loss, misuse, or unauthorized access.

10.6 Anonymized Data

Nusho may use anonymized or aggregated data for analysis and improvement purposes.

11. Final Provisions

11.1 Entire Agreement

This agreement constitutes the entire agreement and replaces all prior agreements. Amendments must be in text form.

11.2 Customer Terms

Customer GTC do not apply unless expressly accepted by Nusho.

11.3 Amendments to GTC

Nusho may amend these GTC. Customers will be informed at least 30 days in advance. Continued use without objection constitutes acceptance.

11.4 Communications

Communications are made in text form (e.g., email). The Customer must keep contact details up to date.

11.5 Assignment

The Customer may only transfer rights or obligations with Nusho’s prior consent.

11.6 Severability Clause

If any provision is invalid, the remaining provisions remain unaffected.

11.7 Applicable Law and Jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction is Nusho’s registered office, where legally permissible.