General Terms and Conditions (GTC)

for the use of the FactoorSharp software
Version 3, last updated: 10 October 2026

1. Provider and scope

  1. The provider of the software is:
    STwo Industries GmbH
    Eichenkoppel 19
    22399 Hamburg
    Germany
    Managing Director: Stephan Stapel
  2. These GTC apply to all contracts concerning the use of the FactoorSharp software between the provider and its customers.
  3. This offer is directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB).
  4. Deviating terms and conditions of the customer apply only insofar as their application has been expressly agreed. Individual agreements between the provider and the customer take precedence over these GTC.

2. Subject matter of the contract

  1. The subject matter of the contract is the provision of the FactoorSharp software for creating, processing and validating Factur-X and XRechnung documents.
  2. The scope of functionality actually owed, as well as the supported formats, profiles and standard versions, follow from the offer and the product documentation referred to in it. Individual customizations, integration services and special customer requirements are owed only if they have been expressly agreed.
  3. Validation is performed using the technical validation rules supported by the respective software version. It does not include any tax or legal review of the underlying business transaction. A successful validation result confirms solely that the technical checks performed have been passed.
  4. The software is provided as part of a paid subscription.
  5. Upon concluding the subscription, the customer receives an unlimited right to use the software in the version that was current at the time the subscription expired.
  6. After the subscription ends, there is no entitlement to updates, new versions or support.

3. License model (enterprise license)

  1. The license is granted as an enterprise license and entitles the customer to use the software within its company in accordance with the license category purchased.
  2. The license applies to the legal entity or natural person named in the offer. The designation "Corporate" does not, by itself, grant any right of use to further companies of a group of companies. Use by affiliated companies is permitted only to the extent that they are expressly included in the scope of the license in the offer.
  3. External developers and service providers may use the software, within the agreed scope of the license, exclusively on behalf of and for the purposes of the licensee. They count towards any agreed limit on the number of developers. Independent use for other clients or for their own purposes is not covered by this license.
  4. The permitted scope of use depends on the license category chosen and purchased by the customer (e.g. Freelancer, SME, Corporate).
  5. Classification into a license category is not based solely on the number of developers using the software, but also on the type and size of the customer, its corporate structure, the context of use, and the extent of organizational use.
  6. The Freelancer license is intended exclusively for sole traders, freelancers and micro-businesses. It is not intended for larger companies, groups of companies, corporate groups or centrally organized corporate IT, even if only one or two developers there actively use the software.
  7. Companies that do not qualify for the Freelancer license require at least an SME license. Larger companies, corporate-group-like structures, or use that is relevant company-wide require a Corporate license, unless expressly agreed otherwise in the offer.
  8. For the purposes of these GTC, "developers" means all persons who actively use the software to develop, process or integrate it into applications.
  9. The customer is required to choose a license category that accurately reflects its actual use.
  10. If the actual use, the number of developers, or the organizational circumstances change such that the scope of the chosen license category is exceeded, the customer is required to switch to an appropriate license category without delay.
  11. The details in the respective offer, invoice or license confirmation additionally govern the specific licensed scope of use. The license confirmation documents this scope.

4. Redistribution

  1. The customer may pass on the components of the software required for this purpose to third parties as part of its own applications, insofar as this is covered by the agreed scope of the license.
  2. Passing on is permitted only for the purpose of running the application concerned. Independent use of the library by the recipient for development or integration is not covered.
  3. Passing on the software separately, and passing on license keys, is not permitted. Mandatory statutory rights remain unaffected.

5. License verification and technical measures

  1. The software may periodically connect to the provider's servers to verify that the license is being used correctly.
  2. The following data is transmitted in the process:
    • License key
    • Hashed IP address
    • Hashed user name
    • Hashed domain
  3. This processing is carried out solely for license verification and to prevent misuse.

6. Customer obligations

  1. The customer may use the software exclusively within the scope of the license agreed in the contract. It must take appropriate measures to prevent unauthorized use of the software and the license keys. It ensures that the employees and external service providers it deploys comply with the agreed terms of use.
  2. The customer is responsible for integrating and configuring the software in its applications and for its technical operating environment, unless these services are expressly assumed by the provider. In doing so, the technical requirements and usage notes described in the agreed product documentation must be observed.
  3. Before productive use, and after significant changes to the integration or configuration, the customer must test the functions relevant to its use to a reasonable extent. This also applies after software updates, insofar as their changes affect the functions used by the customer. The scope and depth of testing depend on the nature and importance of the intended use.
  4. The customer is responsible for the factual accuracy and completeness of its input data and for the tax and legal assessment of the underlying business transaction. A successful technical validation result does not replace this assessment.
  5. The customer must take recognizable error messages and validation notices into account. In the event of recognizable errors, it must take appropriate measures to avoid further processing of faulty results and any resulting damage.
  6. The customer must back up its data regularly, in line with its importance and the operating environment used, and keep appropriate recovery options available. Suitable backup measures must be taken before processing operations that change or overwrite existing data.
  7. The customer must report errors that occur to the provider in as comprehensible a manner as possible. It provides the information required for investigation that is reasonably available to it, in particular the software version, the error message and, where possible, a reproducible example. Personal and confidential data must be limited to what is necessary and, where possible, anonymized.
  8. The foregoing obligations do not affect the provider's responsibility for the contractually owed functionality of the software.

7. Subscription, updates and support

  1. The subscription begins when the provider has received the agreed license fee in full. The provider confirms the start and end of the first contract term to the customer in the license confirmation.
  2. The initial term, as well as the fee and payment terms, follow from the offer.
  3. The subscription renews automatically for a period equal to the initially agreed term, unless it is terminated by either party no later than three months before the end of the respective contract term. With an initial term of three years, the renewal is accordingly for a further three years each time. Termination requires text form, for example by email. For compliance with the notice period, what matters is receipt of the termination by the other party.
  4. The renewal follows directly on from the previous contract term. The time of payment for the renewal period does not change its start. For the renewal period, the most recently agreed fee and the agreed payment terms apply, unless a different agreement is made.
  5. During the term, the customer receives access to updates and support in accordance with the agreed service description. Specific response times, recovery times or availability levels are owed only if they have been expressly agreed.
  6. After the subscription ends by ordinary termination, the unlimited right to use the most recently available software version at the end of the contract continues within the agreed scope of the license. After the end of the contract, there is no entitlement to further updates, new versions, support or future adjustments to legal or technical standards.
  7. The right to extraordinary termination for good cause remains unaffected.

8. Warranty

  1. The provider warrants that the software has the quality agreed in the contract. The agreed scope of functionality and the product documentation referred to in Section 2 are decisive.
  2. For reporting errors that occur, the customer's cooperation obligations under Section 6 apply.
  3. Insofar as the provider is entitled by law to remedy a defect (subsequent performance), this may be done by correcting the error or by providing a corrected software version. A reasonable workaround may be provided as temporary relief; it does not affect any continuing claim to have the defect remedied.
  4. The customer's statutory warranty rights remain in place. Section 9 applies to claims for damages on account of a defect.
  5. A change in legal requirements or technical standards after a software version has been provided does not, by itself, constitute a defect in that version. Expressly agreed obligations to update and adapt remain unaffected.

9. Liability

  1. The software is provided as a tool for the technical creation, processing and validation of data. The contractually agreed scope of services and the product documentation referred to in it are decisive for the functionality owed.
  2. The provider does not owe any review of whether the information supplied by the customer is actually correct and complete or whether the business transaction is permissible under tax and legal rules. A successful validation result confirms solely the technical checks pursuant to Section 2.
  3. The provider is liable without limitation for damages caused by intent or gross negligence on the part of the provider, its legal representatives or vicarious agents, and for damages resulting from culpable injury to life, body or health.
  4. In cases of slight negligence, the provider is liable only for breach of an essential contractual obligation and solely for the foreseeable damage typical for this type of contract at the time the contract was concluded. Essential contractual obligations are those whose fulfillment is a prerequisite for the proper performance of the contract and on whose observance the customer may regularly rely. Otherwise, liability for damage caused by slight negligence is excluded.
  5. If a culpable breach of the customer's contractual obligations has contributed to the occurrence or aggravation of damage, the reduction of the claim for damages is governed by the statutory provisions on contributory negligence.
  6. Liability under the German Product Liability Act, for fraudulent concealment of a defect, under an assumed guarantee, and under other mandatory statutory provisions remains unaffected.
  7. The foregoing exclusions and limitations of liability apply irrespective of the legal basis of the claim for damages and apply accordingly to claims for reimbursement of futile expenses. They also apply in favor of the provider's legal representatives, employees and vicarious agents.

10. Breach of contract and damages

  1. In the event of significant use in breach of the contract, the provider may request the customer to remedy the breach within a reasonable period. After this period has expired without success, the provider may temporarily block the use concerned, insofar as this is necessary and proportionate to stop the breach. The block must be lifted as soon as its reason ceases to exist.
  2. A prior period for remedy is not required insofar as this is permitted under statutory provisions. The right to extraordinary termination for good cause and to claim damages under the statutory requirements remains unaffected.
  3. The provider expressly reserves the right to pursue claims for damages.

11. Privacy information pursuant to Art. 13 GDPR

  1. Controller:
    STwo Industries GmbH
    Eichenkoppel 19
    22399 Hamburg
    Germany
  2. Processing as part of license verification:
    • License key
    • Hashed IP address
    • Hashed user name
    • Hashed domain
    This processing is carried out solely for the purpose of license verification and to prevent misuse.
  3. Processing of content data:

    This data is processed exclusively for technical validation.

    No storage.

    No use for analytics, training or profiling.

12. Final provisions

  1. The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.
  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 is Hamburg. In all other cases, the statutory places of jurisdiction apply.
  3. Should any provision of these GTC be invalid, the validity of the remaining provisions shall remain unaffected.