Terms (draft)

Terms and Conditions for the VidiPOS Cash Register System
Version date: [date of release] · Version [2026-11]

VidiScope GmbH, Römerstr. 27, 89250 Senden, Germany, registered in the commercial register of the Local Court (Amtsgericht) of Memmingen under HRB 22291 ("VidiScope", also "we"), provides businesses with the cloud-based cash register system "VidiPOS". These Terms govern the use of VidiPOS by the customer (the "Customer").

§ 1 Scope, Customers, Relationship to Other Terms

(1) VidiPOS is offered exclusively to entrepreneurs within the meaning of section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. When registering, the Customer confirms that it uses VidiPOS for its commercial or self-employed professional activity. VidiScope may verify the Customer's status as an entrepreneur and may request evidence for this purpose (e.g. trade registration, extract from the commercial register, VAT ID).

(2) These Terms apply exclusively. The Customer's own terms do not become part of the contract, even if VidiScope does not expressly object to them.

(3) If the Customer also uses the VidiReserve platform (reservations, events, invoices), the General Terms and Conditions for VidiReserve Partners apply to those services. For all cash register services under these Terms, these Terms prevail.

(4) The following form part of these Terms: Annex 1 Service Description VidiPOS (plans Gastro, Bar, Counter Register [Thekenkasse]), Annex 2 Data Processing Agreement, Annex 3 Price List at the time of booking.

(5) The contract languages are German and English; in the event of a conflict, the German version prevails.

§ 2 Definitions

• Register (Kasse): an electronic recording system within the meaning of section 146a of the German Fiscal Code (Abgabenordnung, AO) with its own technical security device (TSE), its own register journal and its own end-of-day closing. As a rule, one Register per business and location. The Register is the recording system that the Customer notifies to the tax office (§ 6).
• Device: a tablet or smartphone on which the VidiPOS app is logged in to a Register (input device). Several Devices of one Register work together using that Register's TSE ("swarm operation"); a Device is not a Register of its own.
• Main Device: the first Device paired with a Register; only this Device can process sales in Emergency Mode (§ 8).
• Plan: VidiPOS Gastro, VidiPOS Bar or Counter Register (Thekenkasse) with the scope of services set out in Annex 1.
• Live Operation: operation of a Register from the time its TSE is put into service; all transactions are tax records.
• Term: the fixed initial contract term of a Register under § 15(2) or a renewal period under § 15(3).
• Training Mode: an operating mode for practice; transactions are marked as training, do not count towards turnover and must not be used for real sales.
• Emergency Mode: continued working on the Main Device without a connection to the server or the TSE (§ 8).
• Business Day (Geschäftstag): the period between two day changes of a Register; the day change is set in the Back Office (e.g. 05:00).
• Back Office: the administration interface at partner.vidipos.com.
• Office Hours: Monday to Friday 9:00–12:00 and 13:00–18:00, excluding public holidays at VidiScope's registered office (Senden) and 24 and 31 December. The time zone Europe/Berlin applies. Working Day (Werktag): Monday to Friday with the same exceptions.
• Support Hour: one hour within Office Hours. No Support Hours run outside Office Hours.

§ 3 Conclusion of Contract, Trial Access, Training Mode

(1) By registering at partner.vidipos.com, the Customer receives free trial access [for 30 days]. Trial access works without a TSE; receipts bear the note "Not a valid receipt · Test mode" („Kein gültiger Kassenbeleg · Testbetrieb") and must not be handed to guests or used for tax purposes. Trial access does not automatically convert into a paid contract.

(2) The paid contract is concluded when the Customer books a Plan and a term option (§ 15(2)) for a Register in the Back Office and agrees to these Terms in doing so (offer by the Customer) and VidiScope confirms the booking by email or activates the Register (acceptance). VidiScope makes these Terms available for retrieval and storage before the booking. Until booking is available in the Back Office, the contract may also be concluded by means of an order form in text form to which these Terms are attached.

(3) Once the TSE has been put into service, the Customer may use Training Mode for individual Devices. Transactions in Training Mode are logged and marked as training.

(4) The Customer keeps its access credentials and operator PINs secret and is responsible for actions taken under its account, to the extent it is responsible for them.

§ 4 Services: Software, Plans, Devices

(1) For the duration of the contract, VidiScope provides the Customer with: (a) the VidiPOS app for Android and iOS devices meeting the minimum requirements set out in Annex 1, (b) the Back Office, (c) server-side, unalterable recording of all register transactions (register journal [Kassenjournal]) and (d) the functions described in Annex 1 for the booked Plan.

(2) The plans VidiPOS Gastro and VidiPOS Bar include three Devices per Register. The Customer books further Devices per Register at the price set out in Annex 3. The Counter Register (Thekenkasse) includes exactly one Device; further Devices cannot be booked for this Plan.

(3) Each additional Register (including at the same location) is a separate Plan with its own TSE and its own price.

(4) The Customer provides an internet connection at the place of business. Without a connection, only Emergency Mode under § 8 is available.

(5) The service description in Annex 1 determines the scope owed and the agreed quality (vereinbarte Beschaffenheit) of VidiPOS. This includes that, when used in accordance with these Terms and Annex 1, VidiPOS meets the requirements that section 146a AO, the Cash Register Security Regulation (Kassensicherungsverordnung, KassenSichV) and the applicable version of the DSFinV-K impose on the electronic recording system; the Customer's obligations as operator (§ 7) remain unaffected. Statements on the website, in the help centre or in advertising are descriptions; they do not constitute an assured characteristic (zugesicherte Eigenschaft) or a guarantee unless they are contained in Annex 1.

§ 5 Cloud TSE, Fiscalisation and Digital Receipt (Annual Item)

(1) For each Register, the Customer books the item "Cloud TSE, Fiscalisation & Digital Receipt". It comprises: (a) a certified cloud TSE (currently SIGN DE of fiskaly Germany GmbH), which VidiScope procures in its own name and makes available to the Customer per Register for use; (b) the signing of register transactions in Live Operation; (c) the export in accordance with the Digital Interface of the tax authorities for cash register systems (DSFinV-K) and the TSE export; (d) the fiscal archive under § 16(1); (e) the preparation of the notifications under § 6 (notification data and notification data sheet); (f) receipts containing the mandatory information under section 6 KassenSichV and a verification QR code, as a paper receipt via the Customer's printer, as a digital receipt (receipt page and PDF) and by email (§ 7(1)(c)).

(2) The item is invoiced annually in advance and shown as a separate line on the invoice. The first year begins with the start of the Register's Term (§ 15(1)); the item renews and ends together with the Register's Plan. If the contract ends at the end of a Term, nothing is refunded; in the event of early termination, § 15(8) applies.

(3) VidiScope may change the TSE provider if the new TSE is certified. The change itself causes no costs for the Customer; § 14(4) remains unaffected. VidiScope announces the change at least [three months] in advance, adds the export of the previous TSE to the fiscal archive before that TSE is decommissioned, and provides the data for the required change notification under section 146a(4) AO (§ 6(4)).

(4) If the TSE or the connection to it fails, VidiPOS automatically logs the start, end and affected transactions and marks the receipts with the note "TSE not available" („TSE nicht verfügbar"). Transactions that were completed without a signature are not signed retrospectively but are recorded with the reason for the failure in the journal and in the DSFinV-K export.

(5) VidiScope informs the Customer in the Back Office and by email if (a) a TSE outage lasts longer than [24 hours], (b) the TSE certificate expires or the provider changes, or (c) a change in the law requires action by the Customer.

§ 6 Register Notification to the Tax Office

(1) The notification under section 146a(4) AO (acquisition, decommissioning and changes) is the Customer's obligation. The Register with its TSE is to be notified; Devices are input devices of the Register and are not notified separately (§ 2). The Customer may (a) submit the notification itself via "Mein ELSTER" using the notification data sheet provided by VidiPOS (at no additional cost) or (b) instruct VidiScope once to submit its initial notification ("Register notification by VidiPOS" [„Kassenmeldung durch VidiPOS"], price as set out in Annex 3, which is displayed in the Back Office before the instruction is given).

(2) If the Customer gives an instruction under paragraph (1)(b), the following applies: (a) The instruction can be given once per Customer. It covers the notification for the Registers that are in Live Operation in the Customer's account at the time of the approval under (c), [for one place of business / for all places of business]. (b) The Customer enters the master data (in particular tax number, legal form, address of the place of business, date of acquisition) in the Back Office and is responsible for its accuracy and completeness. (c) VidiScope generates a preview of the notification from this data. The Customer checks the preview for completeness and accuracy without undue delay before giving its approval (section 87d(3) AO). Only after an authorised representative of the Customer has opened and checked the preview and expressly approved it in the Back Office does VidiScope submit the notification on the Customer's behalf (section 87d AO) via the transmission service SUBMIT DE of fiskaly Germany GmbH to the tax authorities. The wording of the approval, the time, the approving person and a checksum of the preview are stored. (d) VidiScope checks the information only for completeness and format, not for substance or tax-law correctness, and does not provide tax advice. (e) VidiScope submits the notification within [two Working Days] after approval and makes the confirmation of receipt or any error messages from the tax authorities available in the Back Office. If the submission fails, VidiScope repeats it within the same instruction at no additional cost once the Customer has corrected any incorrect information and approved again.

(3) For an instruction under paragraph (1)(b), the Customer identifies itself in the form that VidiScope specifies for its obligations under section 87d AO. VidiScope records the name and address of the principal and retains these records in accordance with § 16(4)(a).

(4) Subsequent notifications, in particular concerning further Registers, a change of TSE (§ 5(3)), changes to the notified information and decommissioning (§ 16(7)), are submitted by the Customer under paragraph (1)(a). VidiScope provides a current notification data sheet and instructions in the Back Office for each of these. [Owner option: VidiScope submits a change notification required by a change of TSE provider under § 5(3) at no additional cost on request.]

(5) From the 14th day after a Register has been booked, VidiScope points out in the Back Office that a notification is still missing. Compliance with the notification deadlines remains the Customer's responsibility.

§ 7 Customer's Obligations as Operator

(1) The Customer is the operator of each of its Registers within the meaning of section 146a AO. The Customer is responsible in particular for: (a) the notifications to the tax office under § 6 within the statutory deadlines; (b) the complete recording of all business transactions via VidiPOS, voiding only via the intended function stating a reason, and never recording real sales in Training Mode or trial mode; (c) issuing receipts to guests under section 146a(2) AO, unless it is exempt. The Customer provides an electronic receipt (receipt page, PDF or email) only if the guest agrees; such agreement may also be given by conduct, for example by providing an email address or retrieving the digital receipt. Otherwise, the Customer provides a paper receipt and keeps a suitable printer available for this purpose (note for the Counter Register in Annex 1); (d) the end-of-day closing (Z-report [Z-Abschluss]) for each Register for every Business Day and keeping the cash book, including cash counts. If the closing is not possible because of Emergency Mode (§ 8), the Customer counts the cash at the end of the Business Day, records the result, date, time and counting person in the VidiPOS count record (in writing if that is not possible either) and performs the closing for each affected Business Day without undue delay once the connection is restored; (e) the accuracy of the master data (items, prices, tax rates, takeaway rules, information on the receipt); (f) installing provided app updates within [14 days] and, for updates required for security or legal reasons and designated as such by VidiScope, without undue delay; (g) the procedural documentation (Verfahrensdokumentation) of its business; for this purpose VidiScope supplies the procedural documentation and the manufacturer information on VidiPOS, and the Customer adds the business-specific details (responsible person, processes, backup internet access); (h) the handover of data in a cash register inspection (Kassen-Nachschau) or tax audit, for which VidiPOS provides the DSFinV-K export, the TSE export and the auditor package in the Back Office; (i) clarifying tax questions (account assignment, tax rates, retention) with its tax adviser.

(2) The Customer protects the Devices with a device lock and a current operating system, assigns operator PINs on a personal basis, blocks departed operators without undue delay and uses VidiPOS only for its own sales at the places of business held in its account.

(3) The Customer refrains from any manipulation of the records and from any attempt to circumvent protection mechanisms of the app, the server or the TSE.

§ 8 Emergency Mode in the Event of an Internet or TSE Outage

(1) If the VidiScope server or the TSE cannot be reached from the Device, the Customer can continue to place orders on the Register's Main Device, take payment in cash and with the note "Card external" („Karte extern"), and print receipts via a printer on the local network. Receipts bear the note "TSE not available" („TSE nicht verfügbar"); the outage is logged automatically. In Emergency Mode, other Devices can only record orders but cannot process payment.

(2) The following are in particular not available in Emergency Mode: card payment via VidiPOS, voucher redemption with online verification, moving a table between Devices, logging in new operators and the Z-report (substitute procedure under § 7(1)(d)).

(3) After the outage, the Customer reconnects the Main Device to the internet as soon as possible, where possible within 72 hours, so that the transactions recorded in Emergency Mode are transferred to the register journal. This obligation only concerns causes within the Customer's sphere of influence (in particular internet access, power and devices at the place of business). Until the transfer is complete, the Device must not be reset or wiped and the app must not be uninstalled. VidiPOS shows on the Main Device how many transactions have not yet been transferred.

(3a) Transactions received more than 72 hours after they were recorded are not accepted automatically by VidiPOS. VidiScope transfers them unchanged into the register journal in a logged subsequent transfer procedure and marks them with the time of recording and the time of transfer. If the delay is due to a disruption within VidiScope's sphere of influence, in particular an outage of the server services, VidiScope initiates the procedure of its own accord once service is restored; otherwise upon the Customer's report to support. The Customer incurs no costs for this.

(4) VidiScope recommends a second internet connection (e.g. a mobile router). If an outage lasts longer than one Business Day, the Customer additionally documents the cause and duration for its procedural documentation.

§ 9 Availability, Maintenance, Further Development

(1) VidiScope aims for an availability of the server services (acceptance of register transactions, signing via the TSE, Back Office) of 99 % per calendar year, measured at the data centre's transfer point to the internet and outside announced maintenance under paragraph (2). A particular availability is not guaranteed. Outages of the payment service provider, of the internet connection or of the Customer's Devices, printers and networks do not count as unavailability of VidiPOS. TSE outages are included. The Customer's rights in respect of defects (§ 19a) remain unaffected.

(2) VidiScope announces planned maintenance in the Back Office at least 48 hours in advance and schedules it, where possible, between 05:00 and 09:00; planned maintenance lasts no more than eight hours [subject to confirmation] in total per calendar month. VidiScope may carry out urgent security maintenance without notice; it is kept as short as possible and notified afterwards. During maintenance, Emergency Mode (§ 8) is available.

(3) VidiScope continues to develop VidiPOS. Functions may be changed as long as the agreed scope of services under Annex 1 is essentially maintained. Changes necessary to comply with new statutory requirements (e.g. a new DSFinV-K version, changes to the KassenSichV or to the notification obligation) will be made available by VidiScope in good time before the relevant date of application.

(4) If an essential function of the booked Plan is withdrawn without replacement, the Customer may terminate the affected Plan within four weeks after notification, with effect from the time of withdrawal; § 15(8) applies to fees paid in advance.

§ 10 Support and Incident Handling

(1) Support is included in all Plans at no additional cost. Reporting channels in all Plans are the contact form in the Back Office and email to [support@vidipos.com], and in the plans VidiPOS Gastro and VidiPOS Bar additionally telephone during Office Hours; details are set out in Annex 1. At the Customer's request, support is also available via WhatsApp Business; [messages via WhatsApp do not start the periods under paragraph (4).] No PINs, access credentials or tax data may be sent via WhatsApp.

(2) Incident classes. Incidents are classified according to their impact on the business operations of the affected Customer; the number of customers affected at the same time is irrelevant. (a) Critical incident (S1): sales can no longer be recorded and settled on a Register, not even in Emergency Mode under § 8; or there are specific indications that register records are being lost, altered or not permanently secured; or an export required for an announced or ongoing cash register inspection or tax audit (DSFinV-K, TSE, auditor package) cannot be retrieved. (b) Major incident (S2): an essential function is impaired, for example individual Devices, card payment via VidiPOS, end-of-day closing or exports, but operation is possible in Emergency Mode or by another reasonable workaround. (c) Other incident (S3): all other errors with lesser impact. (d) Questions on operation and setup are not incidents.

(3) Classification. When reporting, the Customer states the class it considers applicable and the impact. VidiScope may change the class on the basis of the actual impact and informs the Customer of this with brief reasons. Until this notice, the period of the class stated by the Customer applies.

(4) Response times. VidiScope responds to reports of S1 within two, of S2 within four and of S3, as well as to requests under paragraph (2)(d), within eight Support Hours (§ 2). The period begins when the report is received via a reporting channel under paragraph (1), or, if received outside Office Hours, at the start of the next Office Hours. A response is a personal, substantive reply from a staff member with an initial assessment, a targeted query or notice that work on the incident has begun; automatic acknowledgements of receipt are not a response. A query does not restart the period.

(5) Handling. VidiScope continues to handle incidents according to their severity, S1 with priority and with interim updates to the Customer, and points out a temporary workaround where possible. No particular resolution time is agreed. The Customer supports the analysis to a reasonable extent, in particular by providing a description, the time, the affected Devices and a contact person who can be reached. The Customer's rights in respect of defects (§ 19a) and § 19 remain unaffected.

(6) Outside Office Hours there is no support and no on-call service. Emergency Mode under § 8 is available for outages during this time.

(7) Support covers questions on the operation and setup of VidiPOS and the correction of software errors. It does not cover tax and legal advice, faults in the Customer's devices, network or printers outside the recommended list (§ 12), or on-site services.

§ 11 Optional Services

(1) Personal onboarding (price as set out in Annex 3, one-off, optional): a video appointment in which VidiScope sets up with the Customer the Register, items (including import from a list supplied by the Customer), operators and permissions, printers and the first closing, with 60 to 90 minutes of training for the team. The Customer checks imported items, prices and tax rates before Live Operation. Appointments not taken up within twelve months after booking lapse [without refund].

(2) On-site setup by separate quotation; remuneration based on effort and distance.

(3) The services under paragraphs (1) and (2) are services (Dienstleistungen); what is owed is performance of the service, not a particular result.

§ 12 Hardware

(1) VidiScope does not sell or rent hardware. The Customer procures tablets, smartphones, receipt printers, cash drawers, card terminals and routers itself.

(2) VidiScope publishes a list of tested devices and minimum requirements (Annex 1). For devices outside this list, VidiScope gives no assurance of functionality and provides no support.

§ 13 Card Payment, Payment Service Providers

(1) The Customer accepts card payments through its own account with a payment service provider (currently SumUp or Stripe), with which it concludes an own contract. The Customer is not obliged to process card payments via VidiPOS.

(2) VidiScope only provides the technical connection, does not receive, hold or forward any funds and does not provide payment services within the meaning of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz, ZAG). Fees, payouts, chargebacks and disputes about payments concern exclusively the relationship between the Customer, the guest and the payment service provider.

(3) Disruptions at the payment service provider are outside VidiScope's sphere of influence. In this case the Customer may take payment in cash or via an external terminal and record this in VidiPOS as "Card external" („Karte extern").

(4) VidiScope receives a commission from the payment service provider (currently SumUp) for referring customers. This does not increase the Customer's fees with the payment service provider.

§ 14 Prices, Payment, Price Commitment

(1) The prices in the price list (Annex 3) at the time of booking apply. All prices are net prices, plus statutory VAT. There is no set-up fee and no service charge. The plans VidiPOS Gastro and VidiPOS Bar include three Devices per Register; each further Device costs the price set out in Annex 3. Personal onboarding (§ 11) is optional.

(2) Due dates. The Plan fee is invoiced monthly in advance under the twelve-month option and, under the 24-month option pursuant to § 15(2)(b), for the entire Term in advance at the start of the Term. Further Devices are invoiced monthly in advance, the item under § 5 annually in advance, and services under § 6(1)(b) and § 11 after performance. If the payment obligation for a Plan or a further Device begins or ends during a calendar month, that month is invoiced pro rata by calendar days [subject to confirmation].

(3) Payment. VidiScope provides invoices electronically (also as e-invoices). The Customer pays by payment card via the payment service provider Stripe; the card is charged on the due date. Alternatively, the Customer pays by bank transfer within 14 days of the invoice date. VidiScope may offer further payment methods in the Back Office. The Customer may set off only claims that are undisputed, have been finally determined by a court or are ready for decision, and claims arising from the same contractual relationship, in particular on account of defects.

(4) Price commitment and price adjustment on renewal. (a) The prices agreed at the time of booking for the Plan, the item under § 5 and further Devices apply unchanged for the booked Term under § 15(2), and for the entire 24 months under the 24-month option. In the event of a switch to a higher Plan (§ 15(5)), the price of the higher Plan under Annex 3 at the time of the switch applies for the remaining Term. (b) For a renewal period (§ 15(3)), VidiScope may change these prices, but at most to the prices that apply at that time under Annex 3 to new customers in the same Plan under the twelve-month option. (c) VidiScope notifies a change in text form to the owner's email address stored in the account at least three months before the end of the current Term and displays it in the Back Office. The notice states the new prices, the date on which they take effect and the last day on which the Customer can terminate under § 15(3) as of the end of the Term, and expressly points out that without termination by that day the contract renews for twelve months at the new prices. If the notice is received later or lacks this statement, the previously agreed monthly prices apply for the renewal period. (d) A price change under (b) and (c) is not an amendment of these Terms under § 21 and does not require the Customer's consent.

§ 15 Term, Renewal, Termination, Change of Plan

(1) Start. The contract for a Plan is concluded upon booking (§ 3(2)). The Term and the payment obligation for the Plan, further Devices and the item under § 5 begin for each Register when its TSE is put into Live Operation, but no later than 30 days after booking. Until then, the Customer may set up the Register free of charge and use it without a TSE in test mode (§ 3(1)).

(2) Term options. When booking, the Customer chooses for each Register: (a) twelve-month option: Term of twelve months, Plan fee monthly in advance; (b) 24-month option: Term of 24 months, Plan fee for the entire Term paid in advance at the start of the Term in the amount of 22 monthly fees (two months free of charge). The discount applies only to the Plan fee and only to the Term so chosen; a renewal under paragraph (3) is without discount. Further Devices are invoiced monthly and the item under § 5 annually in advance; they are not discounted.

(3) Renewal and ordinary termination. After the end of a Term, the contract renews for twelve months at a time on the terms of the twelve-month option unless the Customer terminates it with one month's notice or VidiScope terminates it with three months' notice as of the end of the Term. The 24-month option applies to a further Term only if the Customer expressly selects it in the Back Office before its notice period expires; paragraph (2)(b) then applies at the prices under § 14(4).

(4) Further Devices (§ 4(2)) run for an indefinite period and may be terminated up to the last day of a calendar month with effect from the end of that month. They end automatically with the Plan of their Register.

(5) The Customer may switch to a higher Plan at any time; the new price applies from the switch (§ 14(4)(a)) and the Term remains unchanged. Under the 24-month option, the difference for the remaining Term is invoiced [monthly]. A switch to a lower Plan is excluded during the Term; it can be declared up to one month before the end of the Term with effect from the end of the Term. Data is retained on every switch. When switching to the Counter Register (Thekenkasse), further Devices must be deregistered beforehand.

(6) Termination requires text form (e.g. email to [vertrag@vidipos.com]) or is made via the termination function in the Back Office. VidiScope confirms receipt and the end of the contract in text form.

(7) The right to terminate for good cause remains unaffected. Good cause for VidiScope exists in particular in the event of a well-founded suspicion of manipulation of records, payment default amounting to at least two monthly fees despite a reminder, or repeated material breaches of these Terms after a warning.

(8) Refund on early termination. If the contract for a Register ends before the end of the Term for a reason for which VidiScope is responsible, or under § 9(4), § 23a(2) or § 23b, VidiScope refunds the fees paid in advance for the Plan, further Devices and the item under § 5 for the period after the end of the contract pro rata by days; under the 24-month option, 1/24 of the advance payment per month. For a switch under § 16a, § 16a(5) applies.

(9) The Customer's right to switch providers under § 16a remains unaffected.

§ 16 Retention, Fiscal Archive, End of Contract, Data Export

(1) During the contract, VidiScope stores the Customer's register records (register journal, TSE exports, DSFinV-K exports, receipts, closings, cash book and count records, approvals of register notifications) unalterably in the fiscal archive on servers in Germany, in each case until the end of ten years after the end of the calendar year in which they were created, and keeps them available for export in the Back Office at all times. The statutory retention obligation (section 147 AO) remains with the Customer. The Customer additionally saves the DSFinV-K and TSE exports on its own systems at least once per calendar year; the fiscal archive remains unaffected by this.

(2) Exportable data. The following are exportable: (a) fiscal data: DSFinV-K export per calendar year, TSE export, register journal in machine-readable form, receipts and closings as PDF, cash book and count records, logs of TSE outages and Emergency Mode, approvals and transmission confirmations for register notifications; (b) master and configuration data: items, product groups, prices, tax rates, operators without PIN, permissions, tables and areas, receipt details, printer and device settings; (c) the procedural documentation and manufacturer information in the versions valid during the contract. Formats and data structures are set out in Annex 1. Not exportable are access credentials, PIN verification values, cryptographic keys, security and operating data of the infrastructure of VidiScope and of the TSE provider, and the source code.

(3) Procedure at the end of the contract. (a) At the latest at the end of the contract, VidiScope provides a data package with all data under paragraph (2) for the Register concerned. (b) From the end of the contract, the Customer has read access to the Back Office for 90 days and can retrieve the package and individual exports (retrieval period). The Customer confirms retrieval in the Back Office. (c) After the retrieval period, VidiScope blocks the data. On request in text form, VidiScope makes the package available again until deletion. (d) VidiScope deletes the data after the end of the retrieval period if the Customer has confirmed retrieval, otherwise [twelve] months after the end of the contract, in each case after notice in text form with a period of [four] weeks in which VidiScope reminds the Customer of its retention obligation under section 147 AO.

(4) VidiScope's own retention obligations. VidiScope's statutory retention obligations remain unaffected, in particular for (a) the records on the identity of the principal of a register notification (section 87d(2) AO) for five years from the end of the calendar year of the last transmission for the Customer, (b) VidiScope's own invoices and accounting records (section 147 AO, section 14b of the German VAT Act [UStG]) and (c) evidence of the conclusion of the contract and of approvals until the limitation periods have expired. These data are blocked and used only for the respective purpose.

(5) Archive access. Retention of the register records beyond the periods under paragraph (3) may be agreed separately for a fee; it does not arise automatically.

(6) Switching providers is governed by § 16a.

(7) The Customer notifies the tax office of the decommissioning of a Register within the statutory deadline (§ 6(4)). Recording ends upon decommissioning. VidiScope decommissions the TSE after the TSE export has been added to the data package.

§ 16a Switching Providers

(1) The Customer may request in text form that VidiScope supports a switch to another provider or to the Customer's own IT infrastructure, or that its exportable data be deleted after the end of the contract. The switch begins no later than two months after receipt of the request or at a later date specified by the Customer (notice period).

(2) From the start of the switch, VidiScope supports the Customer during a transition period of 30 calendar days, in particular by providing the data under § 16(2) and information on formats and data structures. VidiPOS remains usable to the agreed extent during this time. If the transition period cannot be met for technical reasons, VidiScope notifies the Customer of this within 14 Working Days after the request, stating reasons, and specifies a transition period of no more than seven months. The Customer may extend the transition period once by a period it considers appropriate.

(3) After the end of the transition period, the Customer can still retrieve its data for 90 days; thereafter § 16(3)(c) and (d) and § 16(4) apply. In the case of a mere deletion request, VidiScope deletes the exportable data when the contract ends under paragraph (4), after having reminded the Customer under paragraph (6); § 16(4) remains unaffected.

(4) The contract for the Register concerned ends upon successful completion of the switch, or, in the case of a mere deletion request, upon expiry of the notice period; VidiScope confirms the end of the contract in text form. VidiScope charges no fees for the switch.

(5) [Lawyer, variant A: If the contract thereby ends before the end of the Term, the Customer owes the agreed fees for the remaining Term less saved expenses; advance payments are not refunded.] [Lawyer, variant B: If the contract thereby ends before the end of the Term, the Customer owes an early termination fee of [x] % of the Plan fees attributable to the remaining Term.]

(6) The Customer itself is responsible for complying with its retention obligations under section 147 AO even after a deletion request; VidiScope reminds the Customer of this before deletion. Notifying the decommissioning (§ 6(4)) remains the Customer's obligation.

(7) Paragraphs (1) to (5) do not apply to trial access (§ 3(1)).

§ 17 Data Protection, Data Processing, Employees

(1) Where VidiScope processes personal data on behalf of the Customer in connection with VidiPOS (in particular operator data, guest data on invoices and digital receipts, email addresses for sending receipts), the Data Processing Agreement (Annex 2) applies. Sub-processors are listed in its Annex IV, for VidiPOS in particular the TSE provider, the transmission service for register notifications and the service provider for sending receipts by email.

(2) The TSE does not receive any personal data of guests, but amounts, tax rates, payment methods, times and identifiers of the Register and the operator. Payment service providers process payment data under their own responsibility.

(3) Operator actions (orders, voids, discounts, closings) are part of the tax record and are stored for the duration of the retention period. The Customer informs its employees of this and observes any co-determination rights of a works council.

(4) Guest email addresses provided solely for sending receipts are deleted by VidiScope [30] days after sending unless the Customer specifies a different period; they are not part of the tax record.

§ 17a Confidentiality

(1) The parties treat as confidential any information of the other party that is not publicly known and that they receive in connection with this contract, in particular the Customer's turnover, item and personnel data and VidiScope's unpublished technical documents. They use such information only to perform the contract.

(2) This obligation does not apply vis-à-vis advisers bound by professional secrecy, vicarious agents bound by equivalent obligations, or authorities and courts to the extent that a statutory obligation exists, in particular in a cash register inspection or tax audit.

(3) The obligation continues during the contract and for [three] years thereafter. Statutory retention obligations and the Data Processing Agreement remain unaffected.

§ 18 Rights of Use

(1) For the duration of the contract, VidiScope grants the Customer the non-exclusive, non-transferable and non-sublicensable right to install the VidiPOS app on its Devices and to use VidiPOS, including the Back Office, for its own business at its places of business. Employees and agents of the Customer may operate VidiPOS within this scope.

(2) The Customer may not make VidiPOS available to third parties, nor copy, modify or reverse engineer it, unless this is permitted by law (sections 69d, 69e of the German Copyright Act [UrhG]).

(3) The Customer's data remains its data. VidiScope uses it only to provide the services, to comply with statutory obligations and, in anonymised form, to improve VidiPOS.

§ 19 Liability

(1) VidiScope is liable without limitation in the case of intent and gross negligence, for damage arising from injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz), in the case of fraudulent concealment of a defect and to the extent of an expressly assumed guarantee. Paragraphs (2) to (5) do not apply in these cases.

(2) In the case of a simply negligent breach of an essential contractual obligation (an obligation whose fulfilment is a precondition for the proper performance of the contract and on whose observance the Customer may regularly rely, e.g. unalterable recording, signing via the TSE, securing in the fiscal archive and the ability to export), VidiScope's liability is limited to the damage typical for this type of contract and foreseeable at the time the contract was concluded, but to no more than [€ 50,000] per claim and [€ 100,000] for all claims in a contract year [Lawyer: amount].

(3) In all other respects, liability for simple negligence is excluded. Strict liability for defects already existing at the time the contract was concluded (section 536a(1), first alternative, BGB) is excluded.

(4) As operator, the Customer is responsible for proper register management (§ 7). If damage suffered by the Customer, such as a tax assessment based on an estimate (section 162 AO), a late-filing or late-payment surcharge (sections 152, 240 AO), interest (section 233a AO) or a fine imposed on the Customer, is due to the Customer having breached obligations under §§ 6 to 8 or having used devices outside the recommended list (§ 12(2)), for example by not recording transactions or not recording them completely, omitting the notification to the tax office, missing closings or exports, maintaining incorrect master data, not installing updates or using Training Mode for real sales, VidiScope is not liable for it. If breaches of duty by both parties contributed to the damage, liability is determined by each party's share of causation and fault (section 254 BGB). [Optional, for clarification: taxes on turnover actually generated are not damage.]

(5) For the loss of data that VidiScope must secure in the fiscal archive under § 16(1), paragraphs (1) to (4) apply; to that extent VidiScope cannot rely on the Customer having failed to make a backup. For other data, liability for simple negligence is limited to the effort that would have been necessary to restore the data had the Customer made proper backups.

(6) Paragraphs (2) to (5) also apply in favour of VidiScope's legal representatives, employees and vicarious agents. VidiScope is responsible under section 278 BGB for the TSE provider and the transmission service for register notifications; their limitations of liability vis-à-vis VidiScope do not have effect vis-à-vis the Customer.

(7) [Option: Claims for damages based on simple negligence become time-barred one year after the statutory commencement of the limitation period; paragraph (1) remains unaffected.]

§ 19a Defects

(1) During the contract, VidiScope maintains VidiPOS in a condition that permits the contractual use under Annex 1. The Customer notifies defects without undue delay via the reporting channels under § 10(1) (section 536c BGB).

(2) VidiScope remedies defects within a reasonable period according to their severity (§ 10(2)). A workaround is permissible if it does not impair use more than insignificantly.

(3) The Customer's right to reduce the fee remains unaffected.

(4) Termination for failure to grant contractual use (section 543(2) sentence 1 no. 1 BGB) is only permissible once VidiScope has been given sufficient opportunity to remedy the defect and the remedy has failed.

(5) Strict liability for initial defects is excluded under § 19(3) sentence 2; claims for damages are otherwise governed by § 19.

§ 20 Suspension

(1) VidiScope may suspend access to register functions (a) in the event of payment default amounting to at least one monthly fee after a reminder and notice of the suspension with a period of [14 days], (b) in the event of a well-founded suspicion of manipulation of records or misuse, (c) to the extent an authority or court so requires.

(2) Even during a suspension, the Back Office (read-only), the exports (DSFinV-K, TSE, auditor package) and the fiscal archive remain accessible to the Customer so that it can comply with its tax obligations (in particular in a cash register inspection [Kassen-Nachschau]). The obligation to pay remains in place.

§ 21 Changes to These Terms

(1) VidiScope may amend these Terms with effect for the future if there is a valid reason for doing so, in particular changes in the law or case law, requirements of the tax authorities, a change of TSE provider, technical changes or to close gaps in the provisions.

(2) VidiScope announces changes in text form at least six weeks before they take effect. The Customer may object in text form within this period; if the Customer objects, the contract continues on the previous terms; VidiScope may then terminate it with the notice period under § 15(3) (three months) as of the end of the Term. If the Customer does not object and continues to use VidiPOS, the change is deemed accepted, provided VidiScope specifically pointed out the objection period and this consequence in the announcement.

(3) Paragraph (2) sentence 3 does not apply to changes to prices, to the scope of services under Annex 1, to the Term or to notice periods to the Customer's detriment, nor to other changes that significantly shift the balance between performance and consideration; these require the Customer's express consent, which it can give in the Back Office. Price changes under § 14(4) are not amendments of these Terms and are governed exclusively by § 14(4).

(4) If changes are necessary to comply with new statutory obligations before the six weeks have elapsed, VidiScope may implement them on shorter notice, provided the change is limited to what is legally required.

(5) As long as the Customer has not expressly consented to a new version and it is not deemed accepted under paragraph (2), the previous version applies. The Register, read access to the Back Office, exports, the auditor package, register notification and the termination function remain fully usable during this time.

§ 22 Beta Functions

VidiScope may designate individual new functions in advance as "Beta" and offer them for testing. Their use is voluntary and free of charge; VidiScope may change or discontinue them at any time. Beta functions are not part of the service description in Annex 1; § 19(1) remains unaffected. Core functions relevant for tax purposes (recording, TSE, receipts, closing, exports) are not offered as Beta.

§ 23 Final Provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of VidiScope GmbH in Senden. VidiScope may also bring an action at the Customer's registered office.

(3) Amendments and additions require text form. Individual agreements take precedence over these Terms.

(4) If a provision is invalid, the remainder of the contract stays in effect; the statutory rule replaces the invalid provision.

§ 23a Transfer

(1) The Customer may transfer rights and obligations under this contract to third parties only with VidiScope's consent in text form. VidiScope will not refuse consent without good cause where the business passes to an acquirer who enters into the contract. Obligations under cash register law (in particular notifications to the tax office and retention of the existing records) remain unaffected. Section 354a of the German Commercial Code (HGB) remains unaffected.

(2) VidiScope may transfer the contract to an affiliated company (section 15 of the German Stock Corporation Act [AktG]) or to an acquirer of the VidiPOS business. VidiScope announces the transfer in text form at least [six] weeks in advance; the Customer may terminate the contract as of the date of the transfer.

§ 23b Force Majeure (optional)

Neither party is responsible for non-performance for as long as and to the extent that it is due to events beyond its sphere of influence which could not be averted despite reasonable care (e.g. natural disasters, war, official orders, large-scale outages of public networks). Disruptions at VidiScope's vicarious agents, in particular the TSE provider and the data centre operator, constitute force majeure only if they constitute force majeure for those agents themselves. The Customer's rights in respect of defects, in particular fee reduction, remain unaffected. If the event lasts longer than [four] weeks, either party may terminate the affected contract.

Annexes (separate documents, part of these Terms)

• Annex 1 — Service Description VidiPOS: functions per Plan (comparison table from the website), agreed quality (§ 4(5)), minimum requirements for devices and operating systems, recommended hardware list, note on paper receipts (suitable printer, in particular for the Counter Register, § 7(1)(c)), scope of Emergency Mode, support reporting channels and telephone number per Plan (§ 10(1)), export formats and data structures (§ 16(2)). Still to be drafted.
• Annex 2 — Data Processing Agreement: existing DPA (vidireserve.com/avv) with the addition "VidiPOS register data" in Annexes I/II and the sub-processors TSE provider (fiskaly SIGN DE), transmission service (fiskaly SUBMIT DE) and email delivery in Annex IV.
• Annex 3 — Price List (as at booking), all prices net, plus statutory VAT:
  • VidiPOS Gastro € 59.00, VidiPOS Bar € 55.00, Counter Register (Thekenkasse) € 29.90 per Register and month (twelve-month option, monthly in advance);
  • 24-month option: 22 monthly fees in advance — VidiPOS Gastro € 1,298.00, VidiPOS Bar € 1,210.00, Counter Register € 657.80 per Register for 24 months;
  • Cloud TSE, Fiscalisation & Digital Receipt € 199.00 per Register and year, annually in advance, separate invoice line (under both term options);
  • further Device from the fourth Device onwards € 19.90 per Device and month (Gastro and Bar only);
  • Personal onboarding € 99.00 one-off (optional);
  • Register notification by VidiPOS on request (once per Customer, § 6(1)(b));
  • on-site setup by quotation;
  • no set-up fee, no service charge; support at no additional cost.