License terms for Restow Business and Restow Service Provider
1. Scope and parties
(1) These license terms apply to all contracts for licenses for the editions "Restow Business" and "Restow Service Provider" ("license") between IT Systeme Flores UG (haftungsbeschränkt), registered office Bergisch Gladbach, Germany, Cologne local court HRB 111656 (address: see the imprint; "provider"), and the customer. The customer's sole contracting party is IT Systeme Flores UG (haftungsbeschränkt).
(2) The offer 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. No contracts are concluded with consumers. By ordering, the customer confirms that it acts as a business.
(3) Deviating, conflicting or additional terms of the customer do not become part of the contract, even if the provider does not expressly object to them.
(4) These license terms do not apply to the open-source core of Restow (Community Edition); it is licensed under the Apache License 2.0.
2. Conclusion of the contract
(1) The presentation of the editions on restowbackup.com is not a binding offer. Before being forwarded to payment, the customer confirms on the order page of restowbackup.com that it acts as a business, accepts these license terms and has taken note of the privacy policy. By completing payment through the payment service provider Stripe, the customer makes a binding offer to conclude a license contract.
(2) The contract is concluded when the provider accepts the offer, by sending the license key or an express confirmation by e-mail, usually within one business day. The provider may decline an offer, in particular if the requirements of section 1 (2) are not met or the order details are incomplete. In that case the provider refunds any amount already paid in full.
(3) The contract language is German. An English version of these terms is provided for information; the German version prevails.
3. Subject of the contract
(1) The contract grants a right to use the functions of the respective edition that a license key unlocks in an installation of Restow, and the provision of updates under section 5. The functions of the editions are described on the editions and pricing page of restowbackup.com at the time of the order.
(2) Use of the Business and Service Provider modules in production requires a valid license key.
(3) The customer operates Restow itself. The provider supplies neither servers, storage nor operation of the software and has no access to the customer's installation or data.
(4) Consulting, installation, setup and support services are not part of the contract. Such services require a separate agreement.
(5) Restow is in a beta phase. The customer acknowledges that individual functions may be developed further, changed or marked as "in development". The functions described as available at the time of the order are decisive.
3a. Early access
(1) Until the general release of Restow, version 1.0 (the end of the beta phase), licenses are sold as early access at a reduced pre-sale price.
(2) The scope of functions follows the product description on restowbackup.com current at the time of the order. It states which functions an edition already unlocks and which are marked as "in development". Modules and functions marked as "in development" are delivered once they are ready, without any commitment to a date. There is no claim to a specific function by a specific date.
(3) A license bought during early access is perpetual, also after the general release, including every update of the 1.x series under section 5 (1). A later higher list price does not affect it.
(4) During the beta phase, Restow must not be used as the only backup of any data (see also section 7 (2)).
(5) The customer may return a license bought during early access within 30 days of receiving the license key, without giving reasons. A statement in text form is sufficient, for example an e-mail to info@it-flores.de. The provider refunds the fee paid in full; with the return, the right of use lapses and the license key becomes invalid. The provider grants this right of return voluntarily.
4. Right of use
(1) Upon full payment, the provider grants the customer a non-exclusive, perpetual right to use the functions of the purchased edition in one installation of Restow. The license key is bound to the installation ID given with the order.
(2) The "Restow Business" edition applies to one organisation. The "Restow Service Provider" edition applies to the customer's own organisation and to any number of tenants that are the customer's own customers, and entitles the customer to provide services to these customers with the installation. The software does not technically limit the number of mailboxes or the number of tenants; the customer uses the license to the extent for which it was purchased.
(3) The customer may not pass the license key on to third parties and may not circumvent, remove or alter the license check. Transferring the license to a third party, for example when selling the business, requires the provider's consent in text form, which will only be refused for good cause.
(4) If the customer moves its installation to another system, the provider issues, on request, a new key bound to the new installation ID; the previous key may no longer be used afterwards.
5. Updates
(1) Licenses bought before the general release (section 3a (1)) entitle the customer permanently to every update of the 1.x series, without an update year.
(2) Licenses bought from the general release onwards entitle the customer to every update released within twelve months of delivery of the license key.
(3) After that, the customer may buy one update year at a time at a fixed price per edition; the price stated on restowbackup.com at the time of purchase applies. There is no price per mailbox, user or tenant. An update year bought before the current update period ends follows on from it; an update year bought later starts on purchase. A gap incurs neither back payments nor surcharges. An update year does not renew automatically. Holders of a license under paragraph 1 may also buy update years for later version series. Update years are offered from the general release.
(4) During an update period, the customer may use every version released until it ends. After it ends, the customer may keep using every version released up to then, permanently and to the full extent of their edition. In versions released later, the Business and Service Provider modules are not available without a valid update period; the software indicates this, and the customer can keep using the last entitled version.
(5) Security fixes are released in new versions only. The provider does not supply security updates for older versions. A customer who keeps using an older version receives no further security fixes for it.
(6) Updates are made available for download as new versions. Installing them is the customer's responsibility. There is no entitlement to specific functions, to updates by specific dates or to permanent support of third-party interfaces (in particular Microsoft Graph, IMAP servers, Proxmox VE). The provider endeavours to take changes to such interfaces into account within a reasonable time.
(7) If the provider stops development, it will announce this at least twelve months in advance and then publish the Business and Service Provider modules as open source under the core's license (Apache License 2.0). The customer's installation then keeps running without a license key.
6. Prices and payment
(1) The prices stated on restowbackup.com at the time of the order apply. All prices are net, plus statutory VAT where applicable. For customers established in another member state of the European Union who provide a valid VAT identification number, the customer owes the VAT (reverse charge); the invoice then shows no German VAT. The license is a one-time purchase. Update years under section 5 (3) are optional and bought individually; they do not renew automatically, and there is no subscription.
(2) Payment is made through the payment service provider Stripe by credit card or SEPA direct debit. Payment by invoice is possible by prior agreement. The invoice is sent electronically. The provider sends the license key after payment has been received.
(3) If a payment is charged back, refunded or successfully disputed, the right to use the license concerned lapses; the provider records the license key as invalid.
7. Customer obligations
(1) The customer is responsible for operating its installation, the security of the systems used, updating the software and complying with the statutory obligations that apply to it, in particular on data protection and retention.
(2) Restow must not be the only backup of any data. The customer regularly checks that its backups can be restored and keeps an independent additional backup.
(3) Where Restow uses third-party interfaces such as Microsoft Graph, changes to these interfaces can impair its function until an update is available. The provider is not responsible for this.
(4) The customer observes the check results, errors and warnings shown by the software and keeps the master key of its installation safe and separate from the installation.
(5) The customer reports defects without undue delay in text form, with a comprehensible description.
8. Liability
(1) The provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of an expressly given guarantee.
(2) In cases of slight negligence the provider is only liable for the breach of an essential contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer may regularly rely. In that case liability is limited to the damage typical for the contract and foreseeable when it was concluded, and at most to EUR 5,000 per damage event.
(3) The provider is liable for the loss of data only to the extent that would have been required to restore it had the customer fulfilled its obligations under section 7 (2) and (4).
(4) Product descriptions, advertising statements, check results of the software and designations such as "proof of restorability" describe the characteristics of the software; they are not a guarantee. The provider gives a guarantee only expressly, in text form and under that designation.
(5) Claims for damages become time-barred twelve months after the point in time at which the customer became aware, or without gross negligence should have become aware, of the circumstances giving rise to the claim. This does not apply in the cases of paragraph 1.
(6) Liability is otherwise excluded. Claims under this contract lie solely against the provider. The above limitations of liability also apply to the personal liability of the provider's shareholders, legal representatives, employees and vicarious agents.
9. Defects
(1) The provider warrants that the unlocked functions essentially correspond to the description at the time of the order. An only insignificant deviation is not a defect.
(2) The provider remedies defects at its option by an update or a workaround. If remedy fails, the customer may withdraw from the contract or reduce the price. Damages are governed by section 8.
(3) Claims for defects become time-barred twelve months after the license key was sent. This does not apply in the cases of section 8 (1).
10. Data protection
To process the order, the provider processes the order data and keeps a license register. Details are in the privacy policy. The data backed up with Restow stays in the customer's installation; the provider has no access to it, and the software sends no usage data to the provider.
11. Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction for all disputes arising from this contract is Cologne, Germany, to the extent permitted by law.
(3) Changes to these terms apply only to orders placed after their publication. For existing licenses the version valid at the time of the order remains decisive.
(4) Should a provision be invalid, the validity of the remaining provisions remains unaffected.