Terms of Service

Status: skeleton — pending counsel review. This document is the v0 template. Every section below carries an [ANWALT-REVIEW] marker. The final binding wording will be set by counsel before the first paid commercial license is issued. Do not rely on this draft for contractual purposes.

These Terms of Service ("Terms") govern Customer's relationship with OrbitalReg / OrbitalReg GmbH ("we", "us", "our") in the context of using the OrbitalReg software, support services, the Customer Portal, and any related services we provide.

These Terms operate alongside:

• the EULA — the license grant for the Software itself,
• the Customer Privacy Policy — what the Software does with Customer data,
• the Data Processing Agreement — the DSGVO Art. 28 Auftragsverarbeitungsvertrag covering the Customer Portal data flow, and
• the License Key metadata — the per-Customer record of entitlements.

Where these Terms conflict with the EULA, the EULA controls for matters relating to the Software license; these Terms control for matters relating to the broader commercial relationship.

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1. Parties and definitions

[ANWALT-REVIEW] — counsel to confirm the entity name + address once OrbitalReg GmbH's Handelsregister entry is filed.

For the purpose of these Terms:

• "We" / "Licensor" means OrbitalReg GmbH, registered in Germany at [address pending], Handelsregister number [HRB pending].
• "Customer" means the legal entity identified on the License Key issuance metadata as the entitled party.
• "Service" means any of: the Software (covered by the EULA), Customer Portal access, support channels, the documentation site at docs.orbitalreg.com, and any auxiliary services we provide in connection with a Subscription.

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2. Acceptance

[ANWALT-REVIEW] — counsel to confirm the Vertragsschluss mechanic. Today's flow is: Customer purchases a Subscription, we issue a License Key, Customer activates the License Key in their deployed Software. The mutual Willenserklärungen are: order confirmation + License Key issuance + activation.

By activating a License Key in a deployed OrbitalReg instance, Customer accepts these Terms, the EULA, and the Customer Privacy Policy. If Customer does not accept these Terms, Customer may not activate the License Key.

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3. Subscriptions, fees, and payment

[ANWALT-REVIEW] — pricing model is committed-annual with optional 36-month enterprise. Counsel to confirm the Verzugsfolge (consequences of late payment) align with German B2B norms.

1. Fees. Subscription fees are listed in Customer's order confirmation. Fees are billed in EUR by default; we may offer USD or GBP at the order-confirmation stage.
2. Term. The default Subscription term is 12 months, commencing on the License Key issue date. Enterprise tiers may negotiate 24- or 36-month terms.
3. Auto-renewal. Subscriptions auto-renew at the end of each term unless either party gives written notice of non-renewal at least 60 days before the end of the current term (see EULA §7.2).
4. Payment. Invoices are due 30 days after issue. Late payment accrues interest at the statutory German B2B rate (currently 9 % above the Bundesbank base rate per §288 (2) BGB).
5. Taxes. Fees are exclusive of VAT and any applicable taxes. Customer is responsible for any withholding tax under applicable law.
6. Suspension for non-payment. We may suspend Commercial-tier features 30 days after the due date for unpaid invoices, after providing 14 days written notice. Free Forever components remain available throughout (see License tiers).

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4. Support and Service Levels

[ANWALT-REVIEW] — counsel to confirm the SLA targets are defensible. The breach remedy for missed SLA is service credits (industry-standard) — counsel to draft the formula.

Support is delivered through the channels listed on Customer's License Key issuance metadata. Default targets:

Severity	Definition	Initial response	Resolution target
P1	Production registry down; no workaround	4 business hours	1 business day
P2	Material feature unavailable; workaround available	1 business day	5 business days
P3	Minor issue; cosmetic; documentation gap	3 business days	Next minor release

Business hours are 09:00–18:00 CET, Monday through Friday, excluding German federal holidays. Enterprise tier may negotiate 24×7 P1 coverage as a separate addendum.

A missed SLA target entitles Customer to a service credit calculated as [credit formula pending counsel review]. Service credits are the sole remedy for SLA breaches.

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5. Acceptable Use

[ANWALT-REVIEW] — Customer is operating the Software on Customer's own infrastructure, so the Acceptable Use surface is narrower than a SaaS product. Counsel to confirm scope.

Customer agrees not to use any Service we provide to:

• conduct illegal activity under any applicable jurisdiction;
• infringe third-party intellectual-property rights;
• transmit malware or other harmful content through the Customer Portal or support channels;
• attempt to disrupt our infrastructure (Customer Portal, documentation site, License Key issuance pipeline);
• circumvent the License Key entitlement gate (see EULA §3.2).

We may suspend access to the Customer Portal or support channels in response to confirmed Acceptable-Use violations. The Software itself, deployed on Customer infrastructure, is not subject to a remote kill-switch.

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6. Confidentiality

[ANWALT-REVIEW] — confidentiality is also covered in the EULA; counsel to ensure these clauses do not conflict.

Each party shall hold the other's Confidential Information in strict confidence. "Confidential Information" includes pricing, roadmap content not yet on docs.orbitalreg.com, License Key issuance details, and security-incident reports under the Vulnerability disclosure policy.

If Customer signed a separate Mutual NDA, that NDA continues to govern any Confidential Information disclosed before the License Key was issued; these Terms govern disclosures during the Subscription.

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7. Warranties and disclaimers

[ANWALT-REVIEW] — must be in caps to satisfy §305 BGB. Counsel to finalise.

WE WARRANT THAT WE WILL PROVIDE THE SERVICE WITH REASONABLE CARE AND SKILL. EXCEPT FOR THIS LIMITED WARRANTY, THE SERVICE IS PROVIDED "AS IS". WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

The disclaimer in this section is in addition to (not in lieu of) the disclaimer in EULA §9.

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8. Liability

[ANWALT-REVIEW] — see EULA §10. Counsel to ensure the two clauses align (or pick one as the canonical limit).

The liability cap and exclusions in EULA §10 apply to any claim arising under these Terms.

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9. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, network outages affecting upstream providers, or governmental action. The affected party shall use reasonable efforts to mitigate the impact and to resume performance.

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10. Governing law and jurisdiction

[ANWALT-REVIEW] — see EULA §13. Counsel to confirm parallel wording.

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for any dispute arising out of or in connection with these Terms is Dresden, Germany.

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11. General Provisions

[ANWALT-REVIEW] — boilerplate. Counsel to finalise.

1. Severability. If any provision is held unenforceable, the remainder shall continue in full force.
2. Entire Agreement. These Terms, the EULA, the Customer Privacy Policy, and the License Key metadata constitute the entire agreement between the parties. Marketing brochures, sales-call summaries, and pre-contractual statements are not binding unless reproduced in one of those four documents.
3. Amendments. Amendments require the written agreement of both parties. We may publish revised Terms on docs.orbitalreg.com; the version in force is the one referenced on Customer's License Key issuance metadata.
4. Notices. Notices to us go to the postal address of OrbitalReg Holding GmbH and copy to legal@orbitalreg.com. Notices to Customer go to the contact email recorded on the License Key.
5. Assignment. Customer may not assign these Terms without our prior written consent. We may assign these Terms to a successor entity in connection with a merger or sale of the OrbitalReg product line.
6. No waiver. Failure to enforce a provision does not waive the right to enforce it later.
7. Survival. Sections 6 (Confidentiality), 7 (Warranties), 8 (Liability), and 10 (Governing law) survive termination of these Terms.

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Document control

• Draft version: v0 (skeleton, pending counsel review).
• Last edited: see this page's "last updated" footer.
• Counsel review status: not yet reviewed. All [ANWALT-REVIEW] markers must be cleared before this document is binding.

See the EULA and Customer Privacy Policy for the companion documents.