Terms and Conditions for Neroia GmbH

Status: 01.25.2025

Welcome to the Neroia App and Platform ("Neroia Platform"). These Terms and Conditions govern your use of the Neroia Platform, provided by Neroia GmbH ("we," "us," or "our"), a B2B SaaS product designed to offer services exclusively to business partners under individual contractual agreements.

1. General Information

1.1 Provider Information

1.2 Scope of Terms

These Terms apply to all contractual agreements entered into between Neroia GmbH and its business partners. Individual agreements, including master service agreements, may supplement or modify these Terms.

1.3 Changes to Terms

We reserve the right to modify these Terms at any time to reflect updates to the Neroia Platform, changes in legal requirements, or other relevant developments. Updates will be communicated to our contractual partners in writing or via email.

2. Use of the Neroia Platform

2.1 Eligibility

The Neroia Platform is a B2B SaaS product and is exclusively available to business entities or their authorized representatives. It is not intended for use by private individuals.

2.2 Access and Usage

Access to the Neroia Platform requires a valid agreement between Neroia GmbH and the business partner. Access credentials must be kept confidential by the contractual partner. Unauthorized sharing or misuse of access credentials is strictly prohibited.

2.3 Customization

The services provided through the Neroia Platform can be customized according to the needs of the individual business partner, as agreed in the respective contractual agreement.

3. Data Processing and Confidentiality

3.1 Data Handling

Personal employee data provided through the Neroia Platform is anonymized and aggregated. Such data will only be used for:

• Machine learning and product improvement.
• Delivering personalized recommendations based on anonymized insights.

3.2 Data Confidentiality

We are committed to protecting all data shared by business partners. Confidential business data will not be shared with third parties without explicit consent, except where required by law.

3.3 Compliance

Data processing complies with the GDPR, and all collected data is handled securely using technical and organizational measures. Encryption (e.g., TLS 1.2 or higher) is applied to ensure data security.

4. Conflict Resolution and Dispute Handling

4.1 Mediation Before Legal Action

In the event of a dispute, both parties agree to first seek resolution through mediation before initiating legal proceedings. Mediation shall be conducted by a neutral mediator agreed upon by both parties.

4.2 Jurisdiction

If mediation fails, disputes shall be subject to the exclusive jurisdiction of the courts in Munich, Germany.

5. Priority of Individual Agreements

5.1 Contractual Priority

In the event of contradictions between these Terms and an individually negotiated contract, the provisions of the individual contract shall take precedence, unless explicitly stated otherwise.

5.2 Integration of Individual Agreements

Individual agreements are considered integrated into these Terms and shall be interpreted in conjunction with them.

6. Fees and Payments

6.1 Fees

The use of the Neroia Platform is subject to fees as specified in the contractual agreement with the business partner. Fee structures may include subscription-based pricing or usage-based fees.

6.2 Payment Terms

Payment terms, including invoicing cycles and due dates, are defined in the individual contract.

7. Termination

7.1 Contract Termination

Contract durations are defined in the individual agreements, typically with a minimum term (e.g., 6 months or longer). Contracts can be terminated in writing with 30 days' notice to the end of the month, unless otherwise agreed.

7.2 Data Handling Post-Termination

Upon termination, all data will be anonymized or deleted, except where legal retention obligations apply.

8. Intellectual Property and Platform Updates

8.1 Ownership

All intellectual property rights associated with the Neroia Platform remain the sole property of Neroia GmbH.

8.2 Platform Updates

Neroia GmbH reserves the right to update or enhance platform features, provided core functionalities remain intact. Customers will be notified of significant updates in advance.

9. Customer Obligations

9.1 Compliance and Responsibility

Customers are responsible for ensuring that the data they provide is accurate and does not infringe on the rights of third parties. Neroia GmbH reserves the right to remove unlawful or inappropriate content.

9.2 Usage Restrictions

It is prohibited to upload or share content that violates applicable laws, infringes intellectual property rights, or contains harmful material.

10. Governing Law and Jurisdiction

10.1 Applicable Law

These Terms are governed by the laws of Germany.

10.2 Jurisdiction

The exclusive place of jurisdiction for all disputes arising under these Terms shall be the courts located in Munich, Germany.

11. Contact

For any questions or concerns regarding these Terms, please contact: