Terms and Conditions

today is day one UG (haftungsbeschränkt), Rotebühlstraße 44, 70178 Stuttgart, Germany, operator of the Branddoq platform (hereinafter “Branddoq” or “we”)

These Terms and Conditions are a convenience translation. They were drafted in German; in case of doubt or discrepancies, the German version available at https://www.branddoq.io/legal/agb prevails (Section 15.5).

1. Scope

1.1 These Terms and Conditions (“Terms”) apply to all contracts between Branddoq and the customer concerning the use of the software-as-a-service platform Branddoq (www.branddoq.io), including all associated services, apps and interfaces (“Platform”).

1.2 The Platform is aimed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By registering, the customer confirms that it is acting in the exercise of its commercial or independent professional activity. Consumers within the meaning of Section 13 BGB may not use the Platform.

1.3 These Terms apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer become part of the contract only if Branddoq has expressly agreed to their applicability in text form. This also applies if Branddoq performs the service without reservation while aware of conflicting terms.

1.4 Individual agreements (in particular a separately concluded SaaS agreement for Enterprise customers) take precedence over these Terms.

2. Services

2.1 Branddoq provides the customer with web-based software for creating, managing and publishing digital brand guides (corporate design guidelines). Depending on the booked plan, the Platform includes in particular a modular page builder, a media pool with download function, user and permission management, the publication of brand guides under a Branddoq address or the customer’s own domain and, optionally, AI-supported features (Section 7).

2.2 The specific scope of features, the number of brand guides, pages and modules, the storage space and the quotas for AI features result from the plan selected in the service description and price list valid at the time of ordering at www.branddoq.io/pricing (“Plan”). The “Trial” plan is free of charge and limited in scope of features, number of pages and modules.

2.3 The software is operated on servers of Branddoq or its processors within the European Union and made available to the customer for use via the internet. Branddoq is not obliged to provide a copy of the software or to install it on the customer’s systems. The point of delivery is the router output of the data centre; Branddoq is not responsible for the customer’s internet connection or end devices.

2.4 Branddoq continuously develops the Platform. Branddoq may change features, user interface and technical design of the Platform insofar as this is necessary (a) to comply with legal or regulatory requirements, (b) for compelling reasons of IT security, (c) for the further development of the underlying software or the third-party services used, or (d) to improve the Platform, and the features essential for the customer (creating, managing and publishing brand guides, media pool, user management) are retained to the agreed extent. Branddoq shall inform the customer in text form at least six weeks before changes take effect that significantly alter the scope of features for the customer. In this case the customer may terminate the contract for cause before the change takes effect; Branddoq shall point this out in the notification.

2.5 Branddoq does not provide advice on brand strategy, design or legal questions concerning customer content. Consulting and set-up services (“Professional Services”) are owed only if they are included in the Plan or agreed separately.

3. Conclusion of contract, registration, Trial

3.1 The presentation of the plans on the website does not constitute a binding offer. By completing registration and selecting a plan, the customer submits an offer. The contract is concluded when Branddoq activates access or confirms the conclusion of the contract by email. For paid plans, activation takes place after successful payment authorisation via the payment service provider (Section 8).

3.2 The customer shall provide truthful and complete information when registering and shall keep it up to date. The customer shall designate an email address to which legally relevant declarations can be addressed.

3.3 Access credentials must be kept secret and protected against access by third parties. The customer is responsible for all actions carried out via its account or the user accounts it has created, unless it is not responsible for the misuse. The customer shall inform Branddoq without delay of any misuse.

3.4 Trial. The free “Trial” plan serves to get to know the Platform. Branddoq may terminate it in text form with 14 days’ notice or change its scope of features. Branddoq is entitled to delete Trial accounts that have not been used for more than six months after prior notice by email with 30 days’ notice. There is no entitlement to the continuation of a Trial account. The provisions on warranty and liability for free use (Section 11.6) apply.

3.5 The public demo environment (www.branddoq.io/demo) can be used without registration and without conclusion of a contract. Content created there is not stored and is automatically deleted no later than two hours after creation. In the demo environment, too, only content may be uploaded to which the user holds the necessary rights and which does not infringe the rights of third parties or statutory provisions; Sections 6.3 to 6.6 apply accordingly.

4. Availability, maintenance, support

4.1 Branddoq aims for an availability of the Platform of 99.0 % on a monthly average, measured at the point of delivery. The following are not considered downtime: scheduled maintenance windows (Section 4.2), disruptions outside Branddoq’s control (in particular disruptions of the internet, force majeure, attacks by third parties despite reasonable protective measures) and periods during which the Platform is unavailable due to circumstances for which the customer is responsible.

4.2 Branddoq carries out scheduled maintenance outside normal business hours (Monday to Friday, 8 a.m. to 6 p.m. CET/CEST) where possible and announces it at least 24 hours in advance if it is expected to last more than 30 minutes. Security-related maintenance may be carried out without prior notice.

4.3 Branddoq creates daily backups of the data stored on the Platform and retains them for at least 14 days. The backups serve to restore Platform operation after an outage. Restoring individual content deleted by the customer is not owed; on request, Branddoq will endeavour to restore such content against remuneration on a time-and-materials basis. The customer remains obliged to back up its content itself at reasonable intervals via the Platform’s export functions (Section 11.5).

4.4 Support is provided by email to hello@branddoq.io on working days (Monday to Friday, except public holidays in Baden-Württemberg, Germany) from 9 a.m. to 5 p.m. CET/CEST. Branddoq endeavours to respond to enquiries within two working days. Binding response and recovery times (service levels) are owed only if agreed in the Plan or in a separate SaaS agreement.

5. Rights of use in the Platform

5.1 For the term of the contract, Branddoq grants the customer the non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own business purposes via a web browser within the scope of the booked Plan. The customer may create employees, service providers and business partners as users (editors, viewers) and permit them to use the Platform within the scope of these Terms; the customer is responsible for their conduct as for its own.

5.2 The customer may not offer the Platform to third parties as an independent service (no reselling). In the Premium and Enterprise plans and in separately agreed agency plans, agencies and service providers may create and operate brand guides for their end clients within the number of brand guides included in the plan; the customer remains Branddoq’s contractual partner and is responsible for its end clients’ compliance with these Terms. In the Standard plan and the Trial, operating brand guides for third-party brands is not permitted.

5.3 The customer is not entitled to reproduce, edit, decompile or reverse-engineer the software, unless mandatorily permitted by Sections 69d and 69e of the German Copyright Act (UrhG), to circumvent security mechanisms, to query the Platform in an automated manner that impairs its operation, or to remove Branddoq’s markings and proprietary notices.

5.4 All rights in the Platform, its software, design, modules and templates as well as in the Branddoq trademark remain with Branddoq. Branddoq may use suggestions for improvement submitted by the customer without remuneration.

6. Customer content

6.1 The customer remains the owner of all rights in the content uploaded to the Platform by the customer or its users (logos, fonts, images, videos, texts, documents, colour values, brand guides – “Customer Content”).

6.2 The customer grants Branddoq the non-exclusive, worldwide right, limited to the term of the contract, to store, reproduce and technically process the Customer Content (for example preview images, format conversion, PDF export), to make it publicly available via the Platform and to transmit it to users authorised by the customer, insofar as this is necessary for the provision of the contractual services. Branddoq has no right to use Customer Content for its own purposes or to train AI models with it.

6.3 The customer warrants that it holds all necessary rights in the Customer Content, in particular rights of use in fonts, images and videos for publication on the internet, and that the Customer Content does not infringe the rights of third parties (copyright, trademark, design and personality rights) or statutory provisions. For uploaded fonts this means in particular: the customer's licence must permit embedding as a web font, storage and delivery via Branddoq's servers and – where the customer makes font files available for download via the media pool – their distribution to authorised users. A desktop-only licence regularly does not cover these uses; Branddoq does not review font licences. When uploading fonts, the customer confirms this separately; Branddoq records the confirmation. The customer is itself responsible for the labelling obligations of its brand guides (legal notice, privacy information, labelling of AI-generated content under Article 50 of the EU AI Act, accessibility).

6.4 The customer shall indemnify Branddoq against all third-party claims arising from a breach of Section 6.3 through Customer Content, including reasonable costs of legal defence, insofar as the customer is responsible for the breach. Branddoq shall inform the customer without delay of any claims asserted and, where possible, leave the defence to the customer.

6.5 Branddoq is entitled to block or remove Customer Content if there are specific indications that it is unlawful or infringes the rights of third parties, in particular following a substantiated notice under the procedure of Article 16 of Regulation (EU) 2022/2065 (described in the legal notice under “Reporting illegal content”), or if an authority or court so requires. Branddoq shall inform the customer beforehand where the circumstances permit, otherwise without delay afterwards, state the reasons for the decision (Article 17 of Regulation (EU) 2022/2065) and give the customer the opportunity to respond. If the notice proves to be unfounded, Branddoq shall restore the content without delay.

6.6 The customer is solely responsible for Customer Content. Branddoq merely provides the technical infrastructure, does not review Customer Content and is not obliged to do so. Branddoq does not adopt Customer Content as its own. Branddoq is liable for Customer Content only insofar as it has remained inactive despite knowledge of unlawful content under the rules applicable to hosting services (Article 6 of Regulation (EU) 2022/2065); Section 11 applies accordingly.

7. AI features

7.1 Depending on the Plan, Branddoq provides AI-supported features, in particular AI set-up and AI editing of pages, the AI guide generator from existing CI documents and the CI check for reviewing materials for conformity with the brand guide (“AI Features”). The AI Features use language models of the provider Anthropic (Claude) via a programming interface. The content submitted by the customer is transmitted to this provider for this purpose; details are set out in the Privacy Policy and, insofar as personal data is concerned, in the Data Processing Agreement.

7.2 AI-generated results are machine-generated suggestions. They may be incomplete, incorrect or legally problematic. The customer reviews AI results on its own responsibility before using them and alone decides whether to adopt them. The CI check does not constitute a legal review or an approval. Branddoq gives no warranty for the substantive accuracy of AI-generated results; Section 11 remains unaffected.

7.3 The customer may not enter content into the AI Features that it is not entitled to transmit to third parties, in particular no special categories of personal data (Article 9 GDPR) and no trade secrets of third parties for which it has no clearance.

7.4 AI Features are subject to the quotas stated in the Plan. These consist of included checks (for example number of CI checks per month) and a monthly balance of AI credits. One credit corresponds to one cent of sales value; each call of an AI feature consumes credits according to the actual computing effort, which Branddoq shows in the customer account and indicates with reference values before the call. Monthly quotas and credits apply to the respective calendar month, are not carried over and are not paid out. The customer may purchase additional credits in the packages stated in the price list; purchased credits do not expire during the term of the contract and are not transferable. For unused purchased credits at the end of the contract the following applies: (a) If the customer terminates, the credits remain assigned to its account for twelve months from the end of the contract and become available again when the customer books a plan with AI Features; thereafter they expire. (b) If Branddoq terminates ordinarily or permanently discontinues the AI Features, Branddoq refunds the purchase price paid for the unused credits within 30 days. (c) If Branddoq terminates for cause for which the customer is responsible, the credits expire without refund. Branddoq may temporarily throttle usage in the event of abusive use or use that endangers operation. Branddoq is entitled to change the AI model used or the provider, provided the functionality is essentially retained; the information and objection procedure for sub-processors under Section 9 of the Data Processing Agreement applies to a change of provider.

7.5 Branddoq provides the AI Features as an AI system within the meaning of Regulation (EU) 2024/1689 (EU AI Act) and fulfils the obligations incumbent on Branddoq in this respect, in particular the transparency obligations under Article 50 EU AI Act: AI-generated results are labelled as such within the Platform, and the user is informed when interacting with an AI system. The underlying language model is supplied by the provider Anthropic (Section 7.1). The AI Features are not high-risk AI systems within the meaning of Annex III EU AI Act. The customer is itself responsible for labelling AI-generated content that it publishes outside the Platform (Article 50 (4) EU AI Act).

8. Fees, payment, price changes

8.1 The fees are based on the selected Plan in accordance with the price list valid at the time of conclusion of the contract. All prices are in euros plus statutory VAT unless gross prices are expressly stated on the website. For customers in other EU countries with a valid VAT identification number, the reverse-charge procedure applies.

8.2 Fees are due monthly in advance and are collected via the payment service provider Stripe. The customer authorises Branddoq or Stripe to collect the amounts due via the stored payment method and keeps the payment method up to date. Invoices are provided electronically.

8.3 When upgrading to a higher plan, the difference for the current billing period is charged pro rata; a downgrade to a lower plan takes effect at the next billing period. Quotas already used are not refunded.

8.4 If collection fails, the customer is in default after an unsuccessful payment reminder with a period of 7 days. In default, the customer owes default interest of nine percentage points above the base interest rate (Section 288 (2) BGB) as well as the lump sum under Section 288 (5) BGB. Branddoq is entitled to block access after prior notice (Section 10) until the outstanding amounts have been settled. The obligation to pay continues during the block.

8.5 Branddoq may adjust prices for future billing periods if the costs relevant for the provision of the service (in particular for hosting, licences, third-party AI services, payment processing and personnel) change after conclusion of the contract. The adjustment is limited to the extent of the actual change in costs; Branddoq passes on cost reductions in the same way. A price adjustment is permissible at the earliest six months after conclusion of the contract and thereafter at most once every twelve months. Price increases are communicated to the customer in text form at least six weeks before they take effect. In this case the customer may terminate the contract for cause with effect from the date on which the increase takes effect; Branddoq shall point this out in the notification. The previous price applies until the increase takes effect.

8.6 The customer may only set off claims that are undisputed, ripe for decision or established by final judgment, or that stand in a reciprocal (synallagmatic) relationship to Branddoq’s claim. The customer may exercise a right of retention only on the basis of counterclaims arising from the same contractual relationship; Section 320 BGB remains unaffected.

9. Term, termination

9.1 The contract for a paid Plan is concluded for an indefinite period and may be terminated by either party at any time with effect from the end of the current monthly billing period. If annual billing has been agreed, termination is possible with one month’s notice to the end of the billing year.

9.2 Termination requires text form (email to hello@branddoq.io is sufficient) or is carried out via the account settings of the Platform.

9.3 The right to terminate for cause remains unaffected. Cause exists for Branddoq in particular if the customer repeatedly or seriously breaches Sections 5, 6 or 7 despite a warning, or is in default with an amount equal to two monthly fees. Statutory restrictions on the right of termination, in particular Section 112 of the German Insolvency Code (InsO), remain unaffected.

9.4 After the end of the contract, Branddoq blocks access. The customer’s published brand guides are no longer available from that point on. Until the end of the contract, the customer may back up its content via the Platform’s export functions and may request an export under Section 9.5 up to 30 days after the end of the contract (retrieval period). After the retrieval period has expired, Branddoq deletes the Customer Content and user data unless statutory retention obligations prevent this; backups are overwritten in the regular cycle of about four weeks. Details are set out in Section 10 of the Data Processing Agreement.

9.5 Provider switching and data export. The customer may at any time, including independently of a termination, request in text form that Branddoq support it in switching to another provider or to its own ICT infrastructure (Articles 23 et seq. of Regulation (EU) 2023/2854, Data Act). The following applies:
(a) Exportable data means all Customer Content contributed by the customer or its users and all data generated by the customer, namely: the structure and content of all brand guides (pages, modules, settings, colour values, texts) in a machine-readable format (JSON), all files of the media pool and the modules in their original formats (ZIP), the list of users created by the customer (name, email address, role; CSV) and the PDF export of the published guides. Not exportable are the Platform software, its templates and modules as such, and third-party data protected as Branddoq’s trade secrets.
(b) Branddoq makes the export available for retrieval within 14 days of the request; the transitional period for the switch is a maximum of 30 calendar days from the request. If this period is technically unfeasible in an individual case, Branddoq shall notify the customer within 14 working days of the request, stating the reasons, and indicate an alternative transitional period not exceeding seven months. During the transitional period, Branddoq continues to provide the contractual services, supports the customer and third parties authorised by it to a reasonable extent and informs them of known risks to continuity.
(c) After completion of the switch or after the end of the contract, the customer is entitled to a retrieval period of at least 30 calendar days during which it can retrieve the exported data. After its expiry, Branddoq deletes all exportable data and other data of the customer in accordance with Section 9.4 and Section 10 of the Data Processing Agreement.
(d) Branddoq charges no fee for the switch, the export and the support under this Section. The customer may terminate the contract in connection with a switch in accordance with Section 9.1; no separate switching charge or penalty applies.
(e) Branddoq provides the exportable data in a structured, commonly used and machine-readable format that enables import into systems of other providers or the customer’s own systems, and describes the format in the Platform documentation.

10. Blocking

10.1 Branddoq may block the access of the customer or individual users in whole or in part if the customer is in default of payment (Section 8.4), if there are specific indications of a breach of Sections 5, 6 or 7, if the customer’s account poses a risk to the security or integrity of the Platform, or if Branddoq is obliged to do so by law or by an authority.

10.2 Branddoq shall announce the block in advance where possible and choose the least severe suitable measure. The block is lifted as soon as its reason no longer applies. During a block for which the customer is responsible, the obligation to pay continues.

11. Warranty and liability

11.1 Branddoq warrants that the Platform conforms to the contract in accordance with the rules of German tenancy law, subject to the following provisions. Strict liability for defects already existing at the time of conclusion of the contract (Section 536a (1), first alternative, BGB) is excluded.

11.2 The customer shall report defects without delay in text form and describe them in such a way that Branddoq can reproduce them. Branddoq shall remedy reported defects within a reasonable period. Branddoq may initially remedy the defect by means of a workaround if this restricts the use of the Platform only insignificantly; the final remedy is provided with one of the next updates. The customer may not assert a reduction by deducting from the current fee; its claim for repayment of overpaid fees (Section 812 BGB) remains unaffected.

11.3 Branddoq is liable without limitation for damages arising from injury to life, body or health, for intent and gross negligence, for fraudulently concealed defects, within the scope of a guarantee assumed and under the German Product Liability Act.

11.4 In the event of slight negligence, Branddoq is liable only for the breach of a material contractual obligation. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely; these include in particular the provision of the Platform to the agreed extent, the availability of published brand guides, the secure storage of Customer Content and compliance with the Data Processing Agreement. In this case, liability is limited to compensation for the typical damage foreseeable at the time of conclusion of the contract. It is furthermore limited per contract year in total to twice the fees paid by the customer to Branddoq in the twelve months preceding the damaging event, but to at least EUR 5,000. The limitations of this Section do not apply in the cases of Section 11.3.

11.5 Loss of Customer Content and user data is covered by the liability under Sections 11.3 and 11.4. If the customer has not made use of the reasonable means available to back up its content itself (in particular the Platform’s export functions) at reasonable intervals, this shall be taken into account as contributory negligence (Section 254 BGB) when assessing damages.

11.6 In the case of free use (Trial, demo), Branddoq is liable only for intent and gross negligence and in the cases of Section 11.3; a warranty for defects exists only in the case of fraudulent concealment (Sections 523 and 524 BGB applied accordingly).

11.7 The above limitations of liability also apply in favour of Branddoq’s corporate bodies, employees and agents and to all bases of claim, including tort claims. The exceptions under Section 11.3 apply in any case.

11.8 Claims of the customer for defects become time-barred one year after the statutory commencement of the limitation period, unless a case under Section 11.3 applies.

11.9 Branddoq is released from its obligation to perform for as long as and to the extent that it is prevented from performing by force majeure. Force majeure means events outside Branddoq’s control that could not have been averted even with due care, in particular natural disasters, war, epidemics, official orders, large-scale failures of power or telecommunications networks and attacks by third parties on the IT infrastructure despite reasonable protective measures. Branddoq shall inform the customer without delay and shall perform as soon as the impediment has ceased. If the impediment lasts longer than 30 days, either party may terminate the contract for cause; the obligation to pay ceases pro rata for the period of non-performance.

12. Data protection, confidentiality, reference

12.1 Insofar as Branddoq processes personal data on behalf of the customer (in particular data of the users created by the customer and personal data contained in Customer Content), this is done on the basis of a data processing agreement pursuant to Article 28 GDPR, which forms part of the contract and is available at www.branddoq.io/legal/avv. Information on the processing of personal data by Branddoq as controller is contained in the Privacy Policy.

12.2 The parties shall treat all confidential information of the other party obtained in the course of the contract as confidential and use it only for the performance of the contract. Non-public Customer Content (for example brand guides with restricted access) is deemed confidential information of the customer. This obligation continues for three years after the end of the contract; for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), such as unpublished brand strategies or product names, it continues for as long as the information remains confidential.

12.3 Branddoq names the customer as a reference customer with name and logo on the website and in presentations only with the customer’s prior consent in text form. The customer may revoke this consent at any time with effect for the future; Branddoq will then remove the reference within 14 days. Non-public brand guides are not shown as references.

13. Changes to these Terms

13.1 Branddoq may change these Terms with effect for the future insofar as this is necessary (a) to adapt the Terms to changed laws, case law or regulatory requirements, (b) to close regulatory gaps that become apparent after conclusion of the contract, or (c) to adapt the Terms to changes to the Platform under Section 2.4, and the change does not shift the relationship between performance and consideration to the customer’s detriment. Changes to the main performance obligations, the fees, the term or the liability provisions to the customer’s detriment are excluded by this route; Section 8.5 applies to fees and Section 2.4 to the scope of services.

13.2 Changes are communicated to the customer in text form at least six weeks before they take effect, highlighting the changed provisions. If the customer does not object in text form before the changes take effect, the changes are deemed accepted. Branddoq shall specifically draw attention in the notification to the significance of silence, the objection period and the right of termination. If the customer objects, either party may terminate the contract with effect from the date on which the change takes effect; until then, and in the case of timely termination until the end of the contract, the previous Terms continue to apply.

13.3 Changes going beyond Section 13.1 require the customer’s express consent, for example by confirmation within the Platform.

14. Form, communication

14.1 Legally relevant declarations and notices in connection with the contract (for example terminations, notices of defects, objections) require text form (Section 126b BGB); email is sufficient.

14.2 Branddoq communicates with the customer via the email address stored in the account and via notices within the Platform.

15. Final provisions

15.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.

15.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Stuttgart, Germany. Branddoq remains entitled to sue the customer at its general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected.

15.3 The place of performance for all services is Stuttgart, Germany.

15.4 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

15.5 These Terms are drawn up in German. An English translation is for information only; in case of doubt, the German version prevails.