Terms of Service

Parties and Formation of Contract

These Terms of Service form a binding agreement between Kotao GmbH, Cologne, Germany (“Kotao”) and the customer entering into the agreement (the “Customer”).

The agreement is concluded when the Customer completes the online registration and Kotao provisions the account, or when both parties execute an Order Form. By registering, the Customer agrees to be bound by these Terms; they are linked during registration and permanently available at kotao.com. Where an Order Form exists, it identifies the subscribed modules, commercial terms, and any customer-specific service commitments.

The services are offered exclusively to businesses. By registering, the Customer confirms that it is acting in the exercise of its trade, business, or self-employed professional activity within the meaning of § 14 BGB and that it does not use the services for private purposes. Contracts with consumers are excluded. A natural person registering an account on behalf of a business confirms that they are authorised to represent that business.

Service Description

Kotao operates an all-in-one operations platform for hospitality, retail, and services businesses. The platform includes the POS, PMS, CRM, ERP, RMS, HRM, CMS, BTP, and integrated payments modules. Specific feature availability may evolve over time as the platform develops. Storefronts operated through the platform are independent online shops of the respective Customer under the Customer’s own domain; Kotao does not operate a marketplace and does not rank the offers of different customers against one another.

Kotao uses commercially reasonable efforts to meet a 99.5% monthly availability target for production services, excluding planned maintenance, emergency maintenance, customer-side systems, third-party networks, payment schemes, app stores, and events outside Kotao’s reasonable control. Any binding service credits, support response times, or higher service levels must be stated in the Order Form.

Preview and Beta Features

Kotao may designate individual features as preview, beta, or early access. Such features exist for evaluation: they may be changed, suspended, or discontinued at any time, are excluded from the availability target, and may contain defects. The Customer should not base production business processes solely on features designated as beta. The sections “Warranty” and “Liability” remain unaffected.

Account Responsibilities

The Customer must provide accurate registration information, secure account credentials, and only authorize use by employees and contractors permitted to act on the Customer’s behalf. The Customer is responsible for activity occurring under its account.

The Customer remains the merchant of record and seller of record for goods and services sold through Kotao, unless an Order Form expressly says otherwise. The Customer is responsible for product information, pricing, taxes, consumer disclosures, receipts, refunds, fulfilment, sector-specific permits, and compliance obligations that attach to its own business. Kotao provides the platform infrastructure and is not the seller, organiser, tax advisor, or legal representative for the Customer’s transactions.

Restriction and Suspension of the Services

Kotao may restrict or suspend the services in whole or in part where (a) the Customer materially breaches these Terms or the Acceptable Use Policy, (b) a legal or regulatory obligation so requires, (c) the measure is necessary to avert a specific risk to the security, integrity, or availability of the platform or to third parties, (d) the Customer, after a reminder, is in default with a more than insignificant portion of the fees, or (e) the payment partner or applicable scheme rules so require.

Restrictions and suspensions are exercised proportionately: where reasonable, Kotao limits the measure to the affected functionality, chooses the least intrusive suitable means, and gives the Customer a prior opportunity to remedy. Kotao provides the Customer with a statement of reasons in text form at the latest when the measure takes effect, unless a legal obligation or the aversion of imminent danger prevents this. Once the ground ceases to exist, Kotao restores the services without undue delay.

Where the Customer offers goods or services to consumers in the European Union through the platform, Kotao terminates the services in their entirety only with a statement of reasons and at least 30 days’ notice. This notice period does not apply where a legal or regulatory obligation requires immediate termination or where the Customer has repeatedly infringed these Terms or the Acceptable Use Policy. Both parties’ right to extraordinary termination for good cause remains unaffected.

Fees and Payment

Subscription fees and card-acceptance rates are agreed individually per launch operator during invitation-only early access and are disclosed in writing in the Order Form. Public pricing tiers will be published prior to the public switch-over. Pricing agreed in an early-access Order Form will not be retroactively changed by the publication of public tiers. Late payments accrue interest in line with §286 BGB.

Integrated payment processing is provided through Kotao Payments and the regulated payment service providers selected or named for that service. For payment acceptance, the applicable payment processor handles regulated payment services; Kotao acts as a technical service provider for payment workflows and platform operator unless an Order Form expressly assigns a different role. The Customer must comply with the applicable Kotao Payments terms, restricted-business rules, scheme rules, and onboarding requirements.

All fees are exclusive of statutory VAT. Free trial periods do not convert into a paid plan automatically. On an upgrade to a higher plan, the difference is charged pro rata for the current billing period; a downgrade takes effect at the start of the next billing period. Fees already paid are not refunded, except where mandatory law or the special termination right under “Changes to These Terms” provides otherwise. If the Customer is in default with a more than insignificant portion of the fees, Kotao may restrict the services in accordance with the section “Restriction and Suspension of the Services”.

Third-Party Services

Third-party services can be activated or connected through the platform — such as the payment processor, shipping and logistics services, apps, themes, and integrations. Third-party services are governed exclusively by the respective provider’s contractual and privacy terms; that contract is formed between the Customer and the provider. Kotao does not vouch for the availability, content, or lawfulness of third-party services and may change or terminate their connection for objective cause — such as security risks, legal violations, or discontinuation by the provider. Kotao’s liability for breaches of its own obligations under the “Liability” section remains unaffected.

Intellectual Property

Kotao retains all rights, title, and interest in the platform and its underlying technology. The Customer retains all rights, title, and interest in the data and content uploaded to the platform. The Customer grants Kotao the licenses necessary to operate the service on its behalf.

Usage Data and Feedback

Kotao may use technical usage, log, and performance data arising from operating the platform in anonymised or aggregated form to provide, secure, improve, and further develop the services, and for statistics and benchmarks — provided no inference to the Customer, its end customers, or an identifiable person is possible. The processing of personal data is governed exclusively by the Data Processing Agreement and the Privacy Policy. Kotao may use the Customer’s suggestions and feedback for its products free of charge and without time limitation; there is no obligation to implement them.

Confidentiality

The parties treat non-public information of the other party that is confidential by its nature — in particular business, operational, pricing, and security information — as confidential, use it only to perform the agreement, and make it accessible only to employees and contractors who need to know it and are bound by comparable obligations. Excluded is information that is or becomes publicly known without a breach of duty, is lawfully obtained from third parties or independently developed, or whose disclosure is required by law or by an authority; in the latter case the other party is informed in advance where legally permitted. These obligations apply during the term of the agreement and for three years thereafter.

Term and Termination

Monthly subscriptions are cancellable to the end of the then-current billing period. Either party may terminate for material breach if the breach remains uncured 30 days after written notice.

Changes to These Terms

Kotao may amend these Terms where the change is necessary because of legal, security, technical, product, or payment-partner requirements, or where the change is reasonable for the continued operation of the services. Kotao will provide at least six weeks’ notice of material changes in text form — for example, by email to the address on file or by a clear in-product notice. If the Customer does not object before the effective date, the changes are deemed accepted where Kotao’s notice expressly points out this consequence. If a material change materially disadvantages the Customer, the Customer has a special termination right effective before the change takes effect.

Data Export and Return

During the subscription term and for 30 days after termination, Kotao will make reasonable export functionality or support available so the Customer can export its business data in a commonly usable format. After that period, Kotao may delete or anonymise Customer data unless retention is required by law, accounting obligations, security logs, dispute preservation, or the Data Processing Agreement. Personal data return and deletion are governed by the Data Processing Agreement.

Warranty

Kotao provides the services with reasonable skill and care and will correct reproducible defects within a commercially reasonable period, taking into account severity and operational impact. The services are provided as evolving SaaS and are not a leased object with an agreed permanent defect-free condition. Any strict guarantee liability under § 536a BGB for initial defects is excluded. Kotao gives no guarantee liability unless a guarantee is expressly stated in the Order Form.

Liability

Kotao’s aggregate liability under this agreement is limited to the fees paid by the Customer in the twelve months preceding the event giving rise to the claim, except where liability cannot legally be limited. This cap does not apply to liability for intent, gross negligence, injury to life, body, or health, fraudulent concealment of defects, guarantees expressly assumed by Kotao, claims under the Product Liability Act, or other mandatory liability.

For slightly negligent breaches of essential contractual obligations, meaning obligations whose fulfilment enables proper performance of the agreement and on whose compliance the Customer may regularly rely, Kotao is liable only for foreseeable damage typical for this type of contract. Liability for indirect, consequential, and lost-profit damages is excluded to the extent legally permitted, except for the unrestricted liability cases listed above.

Indemnification

The Customer indemnifies Kotao against third-party claims raised against Kotao because the Customer (a) offers or provides goods or services through the platform, (b) uploads content that infringes third-party rights, or (c) violates statutory obligations of its business or these Terms. The indemnity includes the reasonable costs of legal defence. It does not apply to the extent the Customer is not responsible for the infringement. Kotao informs the Customer without undue delay of any claims raised, leaves the defence to the Customer on request where reasonable, and does not acknowledge claims without the Customer’s consent.

Force Majeure

Neither party is responsible for the non-performance of its obligations — payment obligations excepted — to the extent and for as long as the non-performance is caused by circumstances beyond its reasonable control, such as natural disasters, war, terrorism, industrial action, official orders, epidemics, large-scale failures of power, telecommunications, or cloud infrastructure, or attacks on IT security that could not be averted despite reasonable protective measures. The affected party informs the other without undue delay and performs once the impediment has ceased. If the disruption lasts longer than 60 days, either party may terminate the affected services with immediate effect.

Complaints

The Customer may address complaints about the services, about measures under the section “Restriction and Suspension of the Services”, or about the cooperation with Kotao to legal@kotao.com at any time. Kotao reviews every complaint diligently, handles it within a reasonable period, and communicates the outcome to the Customer individually in text form. The right to seek judicial redress remains unaffected.

Governing Law and Jurisdiction

These terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and its conflict-of-law rules. The exclusive place of jurisdiction for all disputes arising out of or in connection with the agreement is Cologne, Germany, where the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany. Kotao additionally remains entitled to bring proceedings against the Customer at the Customer’s general place of jurisdiction.

Language Versions

These Terms are published in German and English. The German version alone is authoritative for interpretation and application; the English version is provided for convenience only. Contract and communication languages are German and English.

Assignment, Set-Off, and Notices

Kotao may transfer rights and obligations under the agreement to an affiliated company or in the course of a restructuring or sale of the business unit; the Customer is informed in text form and may terminate the agreement for cause if continuing with the acquiring company is unreasonable for the Customer. Otherwise, rights under the agreement may only be assigned with the other party’s consent in text form; § 354a HGB remains unaffected. The Customer may set off only claims that are undisputed or finally adjudicated, and may exercise a right of retention only for counterclaims arising from the same contractual relationship. Notices under these Terms are given in text form; Kotao may validly deliver to the email address on file in the account, the Customer to legal@kotao.com. The Customer keeps its contact details current.

Severability

If any provision of these terms is held to be invalid or unenforceable, the remaining provisions remain in full force. These terms, the Order Form, the Data Processing Agreement, and the Acceptable Use Policy constitute the entire agreement between the parties for the services. If documents conflict, the Order Form prevails for commercial terms and purchased modules, the Data Processing Agreement prevails for processing personal data, and these Terms govern the general platform relationship unless a document states a stricter mandatory rule.