General Terms and Conditions for the Provision of Services
General Terms and Conditions (GTC) for the provision of services by Vysor UG (limited liability), Ronheider Berg 243, 52076 Aachen, Email: hello@vysor.ai (hereinafter referred to as the “Contractor”) to its customers (hereinafter referred to as the “Client”).
1. General Provisions
1.1 These GTC for the provision of services apply to contracts concluded between the Client and the Contractor incorporating these GTC.
1.2 If additional contract documents or other terms and conditions in text or written form become part of the contract in addition to these GTC, the provisions of these additional documents shall take precedence in case of conflict with these GTC.
1.3 The Contractor does not recognize any deviating GTC used by the Client unless expressly agreed upon.
2. Contractual Subject Matter and Scope of Services
2.1 The Contractor provides the following services as an independent entrepreneur to the Client:
Creation, development, provision, marketing, and distribution of digital and analog learning, training, and informational media, as well as software for the creation, provision, marketing, and distribution of such media. Additionally, the company’s purpose includes providing services in the field of education, including training and continuing education, as well as consulting, training, and the execution of training programs and sessions, both online and offline.
2.2 The specific scope of services shall be subject to individual agreements between the Contractor and the Client.
2.3 The Contractor shall perform the contractually agreed services with the greatest possible care and diligence according to the latest standards, rules, and findings.
2.4 The Contractor is obligated to provide the agreed services but is not subject to any instructions regarding how the services are provided, the location of service provision, or the timing of service delivery. However, the Contractor shall schedule workdays and the allocation of time on those days in a way that maximizes efficiency and the realization of the contract objective. The provision of services by the Contractor is carried out solely in coordination with the Client.
3. Client’s Obligations to Cooperate
The Client is responsible for providing complete and accurate information, data, and other necessary content for the fulfillment of the services. The Contractor is not liable for delays in service performance caused by the Client’s late or inadequate provision of necessary cooperation. The provisions under “Liability/Indemnification” remain unaffected.
4. Compensation
4.1 Compensation shall be agreed upon individually.
4.2 Compensation is to be paid after the provision of services. If compensation is time-based, it shall be due after the expiration of the respective time periods (§ 614 BGB). If compensation is based on effort, the Contractor is entitled, unless otherwise agreed, to invoice the services provided on a monthly basis.
4.3 The Contractor shall issue an invoice to the Client upon completion of the services, either by mail or email (e.g., as a PDF). Payment is due within 14 days of receipt of the invoice.
5. Liability / Indemnification
5.1 The Contractor is fully liable in cases of willful intent or gross negligence, for willful or negligent injury to life, body, or health, under a guarantee, if otherwise required by law, or under mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the typical, foreseeable damage, unless full liability applies as per the previous sentence. Material contractual obligations are those obligations that enable the proper execution of the contract and on which the Client regularly relies. In all other cases, the Contractor’s liability is excluded. The above liability rules also apply to the Contractor’s agents and legal representatives.
5.2 The Client shall indemnify the Contractor against any third-party claims arising due to violations of these contractual terms or applicable laws by the Client.
6. Contract Duration and Termination
6.1 The contract duration and termination deadlines shall be agreed upon individually by the parties.
6.2 The right of both parties to terminate the contract for cause without notice remains unaffected.
6.3 Upon termination of the contract, the Contractor must promptly return or delete all provided documents and other content at the Client’s discretion. The right to withhold such materials is excluded. Electronic data must be fully deleted unless there is a legal obligation to retain it, in which case it will only be retained until the end of the legal retention period. Upon request, the Contractor shall confirm the deletion in writing.
7. Confidentiality and Data Protection
7.1 The Contractor shall maintain strict confidentiality regarding all matters that come to its knowledge in connection with the contract. The Contractor shall impose confidentiality obligations on all employees and third parties who have access to the contractual information. The confidentiality obligation remains in effect indefinitely beyond the duration of this contract.
7.2 The Contractor agrees to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Federal Data Protection Act.
8. Final Provisions
8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG (United Nations Convention on Contracts for the International Sale of Goods).
8.2 If any provision of these GTC is invalid or becomes invalid, the validity of the remaining provisions shall not be affected.
8.3 The Client shall support the Contractor in performing its contractual services through appropriate cooperation, as necessary. The Client shall provide the Contractor with all required information and data for contract fulfillment.
8.4 If the Client is a merchant, a legal entity under public law, or a special public asset, or has no general place of jurisdiction in Germany, the parties agree that the Contractor’s place of business shall be the exclusive place of jurisdiction for all disputes arising from this contractual relationship. Exclusive jurisdictions remain unaffected.
8.5 The Contractor is entitled to amend these GTC for valid reasons (e.g., changes in legal provisions, court rulings, market conditions, business or corporate strategies) with reasonable notice. Clients will be informed at least two weeks before the changes take effect via email. If a Client does not object within the set deadline, the changes shall be deemed accepted. If the Client objects, the changes will not take effect, and the Contractor may terminate the contract extraordinarily as of the date the changes were set to take effect. The notice regarding the changes will inform the Client of the deadline and the consequences of objecting or failing to object.
9. Information on Online Dispute Resolution / Consumer Arbitration
The EU Commission provides an online dispute resolution platform at the following link:
https://ec.europa.eu/consumers/odr
This platform serves as a point of contact for the out-of-court resolution of disputes from online sales or service contracts involving a consumer. The provider is neither willing nor obligated to participate in consumer arbitration under the VSBG (German Consumer Dispute Resolution Act).
Terms and Conditions for the Provision of Digital Services (Software as a Service)
General Terms and Conditions (GTC) for the Provision of Digital Services by Vysor UG (haftungsbeschränkt), Ronheider Berg 243, 52076 Aachen, Germany, Email: hello@vysor.ai (hereinafter referred to as “Vysor”) to its Customers (hereinafter referred to as “Customer” or “User”)
1. Overview
Vysor offers a unique digital service through its Smart Learning & Work Environment (app.vysor.ai) for visual and collaborative learning and teamwork. This service is designed to enable users to create content, collaborate, and centralize learning and work processes via interactive virtual boards. The Customer retains full control over all content submitted to the service.
2. The Service
The service is provided to customers in the form of subscriptions.
2.1 Permitted Use
During the subscription term, the Customer may access and use the service solely for internal business or personal purposes in accordance with the documentation and this agreement, including any usage limits specified in an order.
2.2 Users
Only Users may access or use the service. Each User must keep their login credentials confidential and may not share them with others. The Customer is responsible for ensuring compliance with this agreement by its Users and for their actions within their accounts. The Customer must promptly notify Vysor if any misuse of login credentials is detected. Vysor uses User account information as described in its Privacy Policy.
2.3 Administrators
2.3.1 Team Subscription
In a Team Subscription, the Customer may designate a User as an Administrator with control over the Customer’s account within the service, including the management of Users and Customer content, as described in the documentation. The Customer is fully responsible for selecting Administrators and their actions.
2.3.2 Individual Subscription
In an Individual Subscription, the Customer is automatically the Administrator with full control over the account.
2.4 Customer’s Affiliates
The Customer’s affiliated companies may use the service as Users under the Customer’s account. Alternatively, a Customer’s affiliate may place its own orders in agreement with Vysor, resulting in a separate agreement where the affiliate is considered the “Customer.” Neither the Customer nor its affiliates have rights under each other’s agreements with Vysor. A breach or termination of one agreement does not constitute a breach or termination of another.
2.5 Registration with a Business Email
If you create an account using an email address belonging to your employer or another organization, you represent and warrant that you have the authority to create an account on behalf of that organization. You further acknowledge that Vysor may share your email address with the organization and that the organization may take control of your account (becoming the “Customer”). After such takeover, the Administrator managing the account may (i) access, disclose, restrict, or remove information in the account, (ii) limit or terminate your access to the service, and (iii) prevent you from later separating the account from the organization.
2.6 Access to Third-Party Boards
If you are invited to a board of another Customer, you acknowledge that your access to that board and any submitted content are subject to the sole control of that other Customer.
2.7 Sharing Settings
Through the service, you control with whom you share your boards (including the ability to make boards public). Vysor is not responsible for how others access or use Customer content due to the Customer’s or its Users’ decision to share a board.
2.8 Age Requirement for Users
The service is not intended for and may not be used by individuals under 16 years old. The Customer is responsible for ensuring that all Users are at least 16 years old.
2.9 Restrictions
The Customer shall not (and shall not permit or authorize any third party to):
(a) Grant access to, distribute, sell, or sublicense the service,
(b) Use the service on behalf of or to provide products or services to third parties,
(c) Use the service to develop a similar or competing product or service,
(d) Engage in scraping, data mining, reverse engineering, decompiling, or disassembling, or attempt to access the service’s source code, non-public APIs, or unauthorized data (except as expressly permitted by law and only after prior notice to Vysor),
(e) Modify or create derivative works of the service,
(f) Remove or obscure proprietary notices in the service or misrepresent its origin,
(g) Publish benchmarks or performance information about the service,
(h) Disrupt the operation of the service, bypass access restrictions, or conduct security or vulnerability testing of the service,
(i) Transmit viruses or harmful materials to the service,
(j) Allow Users to share User seats,
(k) Engage in fraudulent, misleading, illegal, or unethical activities related to the service, or
(l) Use the service to store or transmit illegal or pornographic content.
3. Customer Content
3.1 Data Usage
The Customer grants Vysor a non-exclusive right to copy, store, transfer, and display Customer content and create derivative formats of it (for formatting or technical purposes) only as necessary to provide the service, support, and technical services under this agreement.
3.2 Security
Vysor implements appropriate technical and organizational measures to protect the service and Customer content, as described in its Security Policy.
3.3 Personal Data
For Team Subscriptions, both parties agree to comply with the Data Processing Agreement (DPA).
3.4 Data Export
The Customer may export its content during the subscription term or within 30 days thereafter using the export functionalities described in the documentation. After this period, Vysor may delete Customer content following its standard schedule and procedures. If the Customer proactively deletes its account, all associated content will be permanently deleted and cannot be recovered.
4. Customer Obligations
4.1 General
The Customer is responsible for its content, including its accuracy and compliance with applicable laws. The Customer warrants that it has made all necessary disclosures and obtained all rights, consents, and permissions to use its content in connection with the service and to grant Vysor the rights under Section 3.1 (Data Usage) without violating laws, third-party rights (including intellectual property, privacy, or data protection rights), or applicable terms or policies.
4.2 Prohibited Uses
The Customer shall not use the service with prohibited data or for high-risk activities. The Customer acknowledges that the service is not intended to comply with legal requirements for such uses. Vysor is not liable for prohibited data or the use of the service for high-risk activities.
4.3 User Account Takeover
Vysor provides functionalities that allow accounts previously registered by individuals using the Customer’s domain email addresses to be converted into User accounts under the Customer’s control. The Customer warrants that it has all necessary rights and permissions for such a conversion.
This translation covers all provided sections while maintaining legal accuracy and clarity in American English. Let me know if you need further modifications or clarifications!
5. Suspension of the Service
Vysor may suspend the Customer’s or a User’s access to the service and related services if the Customer violates Section 2.8 (Age Requirement for Users), Section 2.9 (Restrictions), or Section 4 (Customer Obligations), if the Customer’s account is overdue for 10 days or more, or if the Customer’s or User’s actions pose a risk to other customers or the security, availability, or integrity of the service. Where possible, Vysor will make reasonable efforts to notify the Customer in advance of the suspension. Once the issue is resolved, Vysor will promptly restore the Customer’s or User’s access to the service.
6. Third-Party Platforms
The Customer may choose to use the service with third-party platforms. The use of such platforms is subject to the Customer’s agreement with the respective provider and not to this agreement. Vysor has no control over and assumes no liability for third-party platforms, including their security, functionality, or use of Customer content.
7. Contract Formation
7.1 Subscriptions
Subscriptions are required for the use of the service. Subscriptions vary in term length and scope of services. Prices and service details are described in the order.
7.2 Subscription Term
Unless otherwise specified in the respective order, each subscription term is automatically renewed for consecutive periods of 12 months unless one party provides at least 90 days’ notice before the end of the current term to terminate the subscription.
7.3 Prices and Taxes
The prices for subscriptions are described in the respective orders. Prices are net amounts, exclusive of applicable VAT.
7.4 Contract Language
The contract language is German. The German version of the contractual documents and General Terms and Conditions is binding. Translations into other languages are for informational purposes only. Before concluding the contract, the Customer has the opportunity to review and, if necessary, correct the data they have provided.
8. Right of Withdrawal
The following right of withdrawal applies only to consumers. A consumer in this context is any natural person who concludes a legal transaction for purposes that predominantly are neither commercial nor self-employed.
8.1 Right of Withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the day of contract conclusion.
To exercise your right of withdrawal, you must inform us (Vysor UG, Ronheider Berg 243, 52076 Aachen, Email: accounting@vysor.ai) of your decision to withdraw from this contract by means of a clear statement (e.g., a letter sent by mail or an email). You may use the attached sample withdrawal form, but it is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period expires.
8.2 Consequences of Withdrawal
If you withdraw from this contract, we will reimburse you for all payments received from you, including delivery costs (except for additional costs resulting from your choice of a different type of delivery than the least expensive standard delivery we offer), without undue delay and no later than fourteen days from the day on which we received your notice of withdrawal. We will make this reimbursement using the same means of payment you used for the original transaction unless you have expressly agreed otherwise; in any case, you will not incur any fees as a result of this reimbursement.
If you requested that the service begin during the withdrawal period, you must pay us an amount proportional to the services provided up to the point at which you notified us of your withdrawal, in relation to the full scope of services covered by the contract.
8.3 Sample Withdrawal Form
(If you want to withdraw from the contract, please fill out this form and send it back.)
9. Warranty and Liability
9.1 Defect Liability
Statutory defect liability law applies.
9.2 Disclaimer of Warranties
Unless expressly regulated in Section 8.2, the service and all associated services are provided “as is”. Vysor does not guarantee uninterrupted or error-free operation.
9.3 Liability Cap
Vysor’s total liability to the Customer shall not exceed the fees paid in the past 12 months.
9.4 Exclusion of Consequential Damages
Vysor shall not be liable for indirect, special, or consequential damages.
10. Term and Termination
10.1 Term
This agreement begins on the effective date and remains in force until 90 days after the expiration or termination of all subscription terms.
10.2 Termination for Cause
Either party may terminate this agreement if the other party materially breaches its obligations or becomes insolvent.
10.3 Termination for Convenience
Either party may terminate this agreement at any time with 90 days’ notice.
11. Ownership
The Customer retains all rights to its content. Vysor retains all rights to the software, technical services, and other technologies provided by Vysor.
12. Confidentiality
Both parties agree to protect each other’s confidential information.
13. Publicity
Vysor may include the Customer in customer lists and marketing materials unless the Customer objects.
14. Final Provisions
14.1 Governing Law
The laws of the Federal Republic of Germany apply, excluding the CISG (United Nations Convention on Contracts for the International Sale of Goods).
14.2 Severability
If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall not be affected.
14.3 Cooperation Obligation
The Customer shall support Vysor in the fulfillment of its contractual obligations by providing necessary information and data as required.
14.4 Jurisdiction
If the Customer is a merchant, a legal entity under public law, or a special public fund, or if the Customer has no general place of jurisdiction in Germany, the parties agree that the court at Vysor’s registered office shall have jurisdiction over all disputes arising from this contractual relationship; exclusive jurisdictions remain unaffected.
14.5 Amendments to the GTC
Vysor is entitled to modify these GTC for valid reasons (e.g., changes in legislation, court rulings, market conditions, business strategy) with reasonable notice. Existing customers will be informed of changes at least two weeks before they take effect via email. If the Customer does not object within the given period, their consent to the changes is deemed granted. If the Customer objects, the changes do not take effect, and Vysor may terminate the agreement extraordinarily at the time of the intended amendment. The notification of changes will include information about the objection period and its consequences.
15. Online Dispute Resolution / Consumer Dispute Resolution
The European Commission provides an online dispute resolution (ODR) platform at: https://ec.europa.eu/consumers/odr
This platform serves as a contact point for the out-of-court resolution of disputes arising from online sales or service contracts involving a consumer. The provider is neither willing nor obligated to participate in a consumer arbitration procedure under the VSBG (German Consumer Dispute Resolution Act).
