Terms and conditions.

§ 1 Scope, customers covered

(1) These terms apply to all contracts for the use of the software-as-a-service application "Meritevo" (the "application") provided by the provider at meritevo.de and app.meritevo.de, including all related services.

(2) The offering is addressed both to entrepreneurs within the meaning of § 14 German Civil Code (BGB), to legal persons governed by public law, to special funds under public law and to research institutions and universities (together "business customers"), and to consumers within the meaning of § 13 BGB, that is natural persons entering into the contract for private purposes. On registration, the customer states in which of these two capacities the contract is being concluded.

(3) Deviating, conflicting or supplementary terms and conditions of the customer do not become part of the contract unless the provider expressly agrees to their application in text form. This applies even where the provider performs without reservation in the knowledge of such terms.

(4) The version of these terms in force at the time the contract is concluded is the applicable one.

§ 2 Subject matter of the contract and description of services

(1) The provider makes the application available to the customer for use over the internet for the term of the contract (a lease agreement for the use of software, § 535 et seq. BGB). The software is not transferred to the customer's own systems.

(2) The application supports researchers, project leads and research funding administrations in particular with

• monitoring and assessing funding calls,
• developing project ideas and substantiating them with evidence,
• preparing project proposals (including in LaTeX), with real-time collaborative editing,
• calculating project budgets, including checks against funding rules,
• managing partner networks, contact persons and publications.

(3) The scope of services owed in each case is determined by the plan selected by the customer, in accordance with the description of services and prices published on the provider's website at the time the contract is concluded. That description forms part of the contract.

§ 3 Conclusion of contract, registration, user account

(1) The presentation of plans on the website does not constitute a binding offer.

(2) By submitting the registration or order form, the customer makes an offer to conclude a usage contract. The contract is concluded when the provider activates the account or confirms conclusion of the contract in text form.

(3) Registration requires a valid email address attributable to the customer. The provider is entitled to make confirmation of the email address a precondition for the use of certain features and to refuse registrations made through disposable email services.

(4) The customer must provide the information requested on registration completely and accurately and must update any changes without delay.

(5) Access credentials must be kept confidential and protected against access by third parties. The customer must inform the provider without delay if there are indications that credentials are being misused. The provider recommends enabling two-factor authentication.

(6) The customer is responsible for the actions of the users it creates or invites (the "users") as for its own actions. The customer ensures that those users comply with the provisions of this contract.

§ 4 Free version, trial and sandbox access

(1) The provider may make available a permanently free version ("Free") as well as time-limited trial or sandbox access. Their functional and usage scope is more limited than that of the paid plans and follows from the description of services.

(2) For free versions and trial access there is no entitlement to any particular availability, to support, to data backup or to the continued existence of the offering. The provider may change or discontinue free versions and trial access at any time on 30 days' notice in text form.

(3) Time-limited sandbox workspaces are deleted, including the content stored in them, once the period stated in each case has expired. The provider gives notice of the impending deletion in text form beforehand. Backing up or transferring the content in good time is the customer's responsibility.

(4) The provider's liability for services provided free of charge is governed by § 15 (6).

§ 5 Availability, maintenance, support

(1) The provider makes the application available at the handover point (the data centre's router output) with an availability of 98 % as an annual average. Excluded from the availability calculation are periods of planned maintenance under paragraph 2 and outages for which the provider is not responsible (in particular internet disruptions, force majeure under § 16 and failures at upstream suppliers).

(2) The provider carries out plannable maintenance work outside normal business hours where possible (Monday to Friday, 08:00–18:00 CET/CEST) and gives reasonable notice of work that will cause an interruption of more than 30 minutes. Urgent security measures may be carried out at any time and without prior notice.

(3) The provider is entitled to develop the application on an ongoing basis and to change individual features, provided the contractually owed purpose of the service is preserved. § 17 applies to the discontinuation of material features.

(4) Support is provided in accordance with the plan selected, in German or English, by email to the support address stated on the website.

(5) The provider takes regular backups of the data. These serve restoration in the event of a fault and do not replace the customer's own data backup, to the extent the application provides export functions (§ 10 (5)).

§ 6 AI-assisted features and AI credits

(1) The application includes features based on artificial intelligence methods, in particular on large language models (the "AI features"). For this purpose, customer content is transmitted to, and processed by, the AI model providers named in the privacy policy.

(3) Responsibility for use. The customer remains the author of, and responsible for, the proposals and other documents it submits. In particular, the customer must ensure that the use of AI-assisted results is compatible with the requirements of the relevant funding body and of its own institution, and with the rules of good research practice, and that any disclosure obligations are observed.

(4) No third-party rights in results. To the extent that rights may arise in AI-generated results, the provider grants the customer the non-exclusive rights of use required for the purpose of the contract. The provider cannot warrant that identical or similar results will not also be shown to other users.

(5) AI credits. The extent to which AI features may be used is represented by accounting units ("AI credits").

1. Only AI operations deliberately triggered by a user are counted. The provider's background processes (in particular call discovery, relevance assessment and notifications) are not charged against the allowance.
2. The credits included in a plan are made available per billing period and expire at the end of that period, with no entitlement to carry-over or refund.
3. Separately purchased credit packages do not expire and remain usable until the end of the contract. They are drawn on once the included credits have been fully used.
4. AI credits are not e-money, not a means of payment and not redeemable for cash. Transfer to third parties is excluded.
5. The number of credits charged per type of action follows from the price list in force at the time. The provider may change the price list with effect for the future; § 17 applies accordingly. The provider may add newly introduced features to the price list at any time.
6. Once the allowance is exhausted, AI features are suspended until the next allowance is made available or further credits are purchased. The other features of the application remain usable; the customer's access to its own content is not restricted as a result.

(6) The provider reserves the right to throttle or temporarily suspend use of the AI features in the event of abusive or automated use. § 9 (4) remains unaffected.

§ 7 Prices, billing, late payment

(1) The prices in force at the time the contract is concluded apply. For business customers, all prices are net and exclusive of statutory VAT at the applicable rate. For consumers, prices are stated as total prices including statutory VAT; the gross amount shown during the order process is the applicable one.

(2) Fees for the Solo and Team plans fall due monthly or annually in advance, depending on the billing period selected. Institutional licences are billed annually in advance.

(3) Payment is made using the payment methods offered in the application. The provider uses a payment service provider to process payments; its terms are referred to during the order process. Institutional licences may be invoiced with payment due within 30 days of the invoice date.

(4) Invoices are provided electronically. The customer consents to electronic invoicing.

(5) If the customer is in default of payment, the provider is entitled to charge interest at the statutory rate. Following an unsuccessful reminder with a reasonable grace period and an express reference to the consequences, the provider may suspend access to the application. Access to export functions remains available for 30 days from suspension. The obligation to pay the agreed fees continues during the suspension.

(6) The provider may adjust the prices of paid plans in text form, with six weeks' notice, with effect from the end of a contract period. In that case the customer may terminate the contract with effect from the date the change takes effect, up until that date. The provider will draw specific attention to this right in its notice.

(7) The customer may set off only claims that are undisputed or have been finally established by a court. Rights of retention are available to the customer only in respect of claims arising from the same contractual relationship.

§ 8 Term and termination

(1) The contract for the free version runs for an indefinite period and may be terminated by either party at any time without notice.

(2) Paid contracts are concluded for the term selected (monthly or annual) and are extended by that same term unless terminated with one month's notice with effect from the end of the current term.

(3) Termination must be in text form. Termination via the function provided for that purpose in the application is sufficient.

(4) The right of either party to terminate for cause remains unaffected. Good cause exists for the provider in particular where the customer culpably breaches § 9 despite a warning, or is in default of payment for at least two consecutive billing periods.

§ 9 Customer duties and obligations

(1) The customer is responsible for the content it and its users enter into the application ("customer content"). The customer ensures that it holds the necessary rights and that the customer content infringes neither applicable law nor the rights of third parties.

(2) In particular, the customer ensures that it is entitled to enter personal data relating to third parties (for example contact persons at partner organisations, co-authors) into the application and have it processed there, and that it fulfils the information obligations required for this.

(3) Before entering content into AI features, the customer must check whether contractual confidentiality agreements, its institution's rules or duties of secrecy (for example towards industrial partners) preclude processing by the model providers used.

(4) The following are prohibited in particular:

1. using the application in a way that impairs the availability or security of the provider's systems, including automated bulk access outside the interfaces provided for that purpose;
2. circumventing technical restrictions, allowances or access controls;
3. passing access credentials to unauthorised third parties, and the sharing of a personalised account by several people;
4. entering unlawful, malware-bearing or infringing content;
5. using the application to develop a competing product, and the systematic extraction of the application or its data.

(5) In the event of a breach of paragraph 4, the provider may block or remove the content concerned and temporarily suspend access. The provider will inform the customer without delay and give it an opportunity to comment, unless this is exceptionally unreasonable. Further rights, in particular the right to terminate for cause, remain unaffected.

(6) The customer indemnifies the provider against third-party claims arising from unlawful use of the application by the customer or its users, or from infringing customer content, including reasonable costs of legal defence. This does not apply to the extent that the customer is not responsible for the infringement.

§ 10 Rights in customer content

(1) All rights in the customer content remain with the customer or with the respective rights holders. No transfer of rights to the provider takes place.

(2) The customer grants the provider a non-exclusive right, unlimited in territory and limited to the term of the contract, to store, reproduce, adapt and transmit the customer content to the service providers engaged to deliver the service, to the extent necessary to provide the contractually owed services.

(4) The provider may analyse aggregated, anonymised usage statistics that do not permit any inference about the customer, its users or customer content, in order to improve and secure the application.

(5) The provider makes export functions available in open formats (currently in particular LaTeX source, PDF and an Overleaf-compatible archive). The scope follows from the description of services.

(6) The customer will be named as a reference only with its prior consent in text form.

§ 11 Rights of use in the application

(1) The provider grants the customer, for the term of the contract, the non-exclusive, non-transferable right, which may not be sublicensed, to use the application for its own purposes within the contractually agreed scope.

(2) Use is limited to the number of users and workspaces provided for in the plan selected. Accounts are personal to the individual user.

(3) All rights in the application, its structure, its source code, its design and the content and datasets provided by the provider remain with the provider or its licensors. No rights beyond those granted in paragraph 1 are conferred.

§ 12 Data protection and processing on behalf of the customer

(1) The parties comply with the applicable data protection legislation.

(2) To the extent that the provider processes personal data on behalf of the customer in the course of delivering the service (in particular customer content such as contact persons, partner data and proposal content), the parties conclude a data processing agreement under Art. 28 GDPR. The provider's data processing agreement is made available to the customer when the contract is concluded and forms part of this contract.

(3) The customer is responsible for the lawfulness of the processing of the personal data it introduces.

(4) The provider is the controller for data it processes itself in order to establish, perform and bill the contractual relationship. Details are set out in the privacy policy.

§ 13 Confidentiality

(1) The parties treat as confidential all confidential information of the other party obtained in the course of performing the contract and use it solely for the purposes of the contract. Customer content is always deemed confidential.

(2) This obligation applies for the term of the contract and for three years after it ends.

(3) Excluded is information that is publicly known, was known to the receiving party without any duty of confidentiality, was developed independently, or must be disclosed pursuant to a statutory or official order; in the latter case, the disclosing party informs the other party in advance where permissible.

§ 14 Warranty

(1) The provider warrants that the application can be used in accordance with the contract during the term. The provisions of lease law (§ 535 et seq. BGB) apply unless otherwise stipulated below.

(2) Strict liability for defects existing at the outset under § 536a (1), first alternative, BGB is excluded. In all other respects, the warranty rights under lease law remain unaffected.

(3) Insignificant impairments of usability are disregarded. There is no defect in the case of disruptions attributable to use not in accordance with the contract, to the customer's IT environment, to disruptions of the internet connection, or to changes to third-party interfaces for which the provider is not responsible.

(4) The customer reports defects without delay in text form, with a comprehensible description, and supports the provider in analysing the fault to a reasonable extent.

(5) The customer may assert a right to reduce the rent only by reporting the defect; a retrospective reduction for periods before the report is excluded, unless the provider was aware of the defect.

§ 15 Liability

(1) The provider is liable without limitation

1. in cases of intent and gross negligence,
2. for damage arising from injury to life, body or health,
3. under the provisions of the German Product Liability Act,
4. to the extent of any guarantee it has given, and
5. where it has fraudulently concealed a defect.

(2) In cases of ordinary negligence, the provider is liable only for breach of a material contractual obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the customer may regularly rely. In such cases, liability is limited to the foreseeable damage typical of this type of contract at the time it was concluded.

(3) Liability under paragraph 2 is limited in amount to the net fees owed by the customer in the twelve months preceding the event causing the damage, but to at least EUR 5,000 and at most EUR 50,000 per incident of damage.

(4) For loss of data, the provider is liable in accordance with paragraphs 1 to 3 only up to the amount that would have been incurred to restore the data had the customer backed it up properly and regularly.

(5) Any further liability of the provider is excluded. In particular, the provider is not liable for lost profit, for funding not received or withdrawn, for disadvantages arising from rejected or late funding applications, or for damage arising from the unchecked adoption of AI-generated results (§ 6 (2) and (3)).

(6) For services provided free of charge (§ 4), the provider is liable only in cases of intent and gross negligence and in the cases set out in paragraph 1 (b) to (e).

(7) The above limitations of liability also apply for the benefit of the provider's legal representatives, employees and agents.

§ 16 Force majeure

Events of force majeure that materially impede or prevent the provider from delivering its services release it from its performance obligations for the duration of the disruption. These include, in particular, natural disasters, war, industrial action, acts of public authority, large-scale disruptions of telecommunications networks and large-scale cyber attacks that are not attributable to the provider's sphere of responsibility. The provider informs the customer without delay. If the disruption lasts longer than 60 days, either party may terminate the contract; fees already paid in advance are refunded pro rata.

§ 17 Changes to these terms and to the services

(1) The provider may amend these terms with effect for the future where this is necessary for good reason, in particular because of a change in the law or in the case law of the highest courts, because of technical development of the application, or in order to close gaps in the provisions, and provided the customer is not thereby disadvantaged contrary to good faith.

(2) Changes are communicated to the customer in text form at least six weeks before they are due to take effect. If the customer does not object in text form before they take effect, the changes are deemed accepted. The provider will draw specific attention to the significance of silence and to the right to object in its notice.

(3) If the customer objects, either party is entitled to terminate the contract with effect from the date on which the changes were due to take effect. Until termination, the previous terms continue to apply.

(4) If a material feature expressly promised in the plan is permanently discontinued, the customer has a special right of termination with effect from the date of discontinuation.

§ 18 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 or in connection with this contract is Berlin, provided the customer is a merchant, a legal person governed by public law or a special fund under public law. The provider is additionally entitled to bring proceedings at the customer's general place of jurisdiction.

(3) Amendments and additions to this contract must be made in text form. This also applies to any amendment of this clause.

(4) The customer may transfer rights and obligations under this contract to third parties only with the provider's prior consent in text form. Consent may not be refused without good reason.

(5) The provider is entitled to engage subcontractors. The provisions of the data processing agreement remain unaffected.

(6) Should individual provisions of this contract be or become invalid, the validity of the remaining provisions is unaffected.

(7) The language of the contract is German. Translations of these terms, including this English version, serve comprehension only; in case of doubt, the German version prevails.

§ 19 Special provisions for consumers

(1) This section applies exclusively to customers who are consumers within the meaning of § 13 BGB. Where it conflicts with them, its provisions take precedence over the other provisions of these terms.

(2) Vis-à-vis consumers, the statutory warranty rights under lease law apply without restriction; the exclusion in § 14 (2) and the restriction of the right to reduce the rent in § 14 (5) do not apply. The limitations of liability in § 15 apply only to the extent legally permissible vis-à-vis consumers; the minimum and maximum amounts in § 15 (3) do not apply.

(3) The choice of jurisdiction in § 18 (2) does not apply vis-à-vis consumers. The statutory places of jurisdiction apply. The choice of law under § 18 (1) does not affect mandatory consumer protection provisions of the state in which the consumer has their habitual residence.

(4) Changes to these terms under § 17 become effective vis-à-vis consumers only if the consumer agrees to them or, after being expressly informed of the significance of their silence, does not object. If the consumer objects, the contract ends on the date the changes were due to take effect, at no cost to the consumer.

(6) Consumer dispute resolution. The provider is neither obliged nor willing to take part in dispute resolution proceedings before a consumer arbitration body (§ 36 VSBG). The generally competent fallback body and further details are set out in the legal notice. The European Commission's online dispute resolution platform was discontinued in July 2025.