Terms of Service

Terms of Service

1. Provider

Zemio is provided by:

Christoph Langer, trading as Zemio
Averkampstrasse 9-11
48151 Muenster
Germany
Email: christoph.langer@move-ev.de

These Terms of Service govern the use of Zemio by customer organizations and their authorized users.

2. Restricted B2B Offering

Zemio is not offered to the general public.

Zemio is a restricted-access service intended primarily for student initiatives, university-related associations, and comparable organizations in Germany. Access is granted only after approval by Zemio and conclusion of an order arrangement or comparable agreement.

The service is directed exclusively at organizations and persons acting on behalf of an organization, not at consumers.

3. Contract Structure

The contract between Zemio and a customer consists of:

• these Terms of Service;
• the applicable order, offer, invoice arrangement, or other written commercial agreement;
• the Data Processing Agreement where applicable;
• any referenced policies expressly incorporated into the contract.

In the event of conflict, an individual written commercial agreement takes precedence over these Terms.

4. Subject Matter of the Service

Zemio provides a software service for managing expense reports and related administrative workflows, including in particular:

• user authentication and account administration;
• organization-based access management;
• creation, editing, review, and export of expense reports;
• management of attachments and supporting documents;
• basic notification and operational email functionality;
• administrative settings for customer organizations.

Zemio may develop, modify, or improve the service at its reasonable discretion, provided the core agreed functionality is not materially reduced during an active billing period.

5. Customer Account and Organization Access

The customer must ensure that only authorized persons are granted access to the service.

Zemio currently supports Microsoft login. A successful Microsoft login does not by itself grant access to organization data. Access is granted only where a user has been assigned to an organization in Zemio.

The customer is responsible for:

• the accuracy of information provided by its representatives and administrators;
• the lawful administration of user permissions;
• keeping its contact and billing details up to date;
• ensuring that its users comply with these Terms.

6. User Roles and Responsibility

The customer remains responsible for all activities performed within its organization workspace by its users, except to the extent caused by Zemio.

Customer administrators must assign roles carefully and revoke access without undue delay where a user is no longer authorized.

7. Fees and Billing

Use of Zemio is subject to fees agreed individually with the customer.

Billing is handled by invoice or other custom arrangement agreed with the customer. The agreed fee and billing period are specified in the relevant commercial arrangement.

Unless otherwise agreed in writing:

• fees are due within the payment period stated on the invoice;
• all prices are exclusive of any applicable taxes unless stated otherwise;
• the service term renews for successive billing periods unless terminated with effect at the end of the current billing period.

8. Term and Termination

The contract begins on the agreed start date and continues for the agreed billing period.

Ordinary termination is possible only with effect at the end of a billing period, unless the parties agree otherwise in writing.

Each party may terminate for cause without notice where the legal requirements for extraordinary termination are met.

Zemio may suspend access temporarily where this is reasonably necessary for security, legal compliance, incident response, non-payment, or prevention of serious misuse.

9. Data Export and Exit Support

Before the end of the contract or within a reasonable period after termination, the customer may request export of its data in a reasonably available format.

Unless otherwise agreed, Zemio is not required to provide extensive migration, transformation, or consulting services free of charge.

After the applicable retention and export period expires, Zemio may delete customer data in accordance with the applicable contract, retention rules, and legal obligations.

10. Acceptable Use

The customer and its users may not use Zemio:

• for unlawful purposes;
• to upload malicious code or harmful content;
• to interfere with the service or attempt unauthorized access;
• to infringe third-party rights;
• to store or process data that the customer is not authorized to process through the service;
• in a way that materially risks the security, availability, or integrity of Zemio or other customers.

Additional operational rules may be described in the Platform Policies.

11. Customer Content and Rights

As between Zemio and the customer, the customer retains its rights in the data and documents it or its users submit to the service.

The customer grants Zemio the rights necessary to host, process, transmit, back up, and otherwise handle that data solely to provide the service, comply with law, protect the service, and enforce the contract.

The customer warrants that it has all rights and permissions necessary for the use of the service in accordance with these Terms.

12. Data Protection

Where Zemio processes personal data on behalf of the customer, the parties shall enter into the applicable Data Processing Agreement.

The customer is responsible for the lawfulness of the data it instructs Zemio to process and for any required notices, permissions, or internal approvals within its organization.

13. Availability and Support

Zemio is provided on a best-effort basis.

No specific uptime percentage, response time, or recovery time is promised unless agreed separately in writing.

Zemio may carry out maintenance, updates, and security-related interventions where reasonably necessary.

14. Warranty

Zemio will make reasonable efforts to provide the service in a usable condition consistent with the agreed scope.

Given the nature of software services, Zemio does not warrant uninterrupted availability or complete freedom from errors.

To the extent appropriate for a low-cost service model, the customer's primary remedy for material defects is correction, workaround, or, if such remedy fails, proportionate reduction of fees or termination in accordance with statutory law.

15. Liability

Zemio is liable without limitation:

• for intent and gross negligence;
• for injury to life, body, or health;
• under mandatory statutory product liability law;
• to the extent liability cannot be excluded by law.

In cases of ordinary negligence, Zemio is liable only for breach of a material contractual obligation. In that case, liability is limited to the foreseeable damage typical for this type of contract.

To the extent permitted by law, liability for lost profits, indirect damages, and consequential damages is excluded in cases of ordinary negligence.

Because the service is offered at comparatively low cost and on a best-effort basis, the parties agree that these limitations reflect a fair allocation of risk.

16. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including major outages of third-party infrastructure, network failures, governmental measures, labor disputes, or natural events, provided the affected party informs the other party without undue delay where reasonably possible.

17. Confidentiality

Each party shall treat the other party's confidential information as confidential and use it only for the purposes of the contract, except where disclosure is required by law or the information is already lawfully public.

18. Changes to the Terms

Zemio may update these Terms where necessary due to legal, technical, operational, or product-related changes.

Material changes will not apply retroactively to an already agreed billing period in a manner that unreasonably disadvantages the customer. Continued use after notice of updated terms may be made subject to renewed acceptance through the service.

19. Governing Law and Venue

These Terms are governed by the laws of the Federal Republic of Germany, excluding the conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

If the customer is a merchant, a legal person under public law, or a special fund under public law, the exclusive place of jurisdiction is Muenster, Germany.

20. Severability

If any provision of these Terms is or becomes invalid, the validity of the remaining provisions is not affected. The invalid provision shall be replaced by the statutory rule to the extent available.