General Terms and Conditions (GTC) of Honestly MT GmbH

Section 1 Scope, contracting parties, order of precedence

(1) These General Terms and Conditions ("GTC") apply to all contracts between Honestly MT GmbH, Hansaring 68–70, 50670 Cologne ("Honestly") and its customers ("Customer") regarding the provision of Honestly's software-as-a-service services.
(2) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as legal entities under public law and special funds under public law.
(3) Order of precedence in case of conflicts: In the event of deviations or contradictions between (i) the individually concluded contract (including annexes), (ii) an offer/order form (including service description, prices, term), (iii) these GTC and (iv) the data processing agreement ("DPA"), the following order of precedence shall apply:

  1. Contract/offer (to the extent individually agreed),
  2. DPA (for data protection provisions),
  3. these GTC.

(4) The Customer's differing general terms and conditions shall not apply, even if Honestly does not expressly object to them.

Section 2 Subject matter of services (web SaaS + mobile app)

(1) Honestly provides the Customer with a web-based software platform for conducting, managing, and analyzing employee surveys as well as for deriving and tracking measures ("Software"). The Software can be used via web access and via mobile applications or mobile access.
(2) The specific scope of services (e.g., modules, number of users, survey scope, add-ons, service/support scope) is determined exclusively by the respective offer and/or the individually concluded contract.
(3) Honestly does not owe the transfer of software for permanent use (no "on-premise purchase software"), but rather the time-limited provision for use during the contract term.

Section 3 Provision, further development, maintenance

(1) Honestly is entitled to further develop and modify the Software insofar as this is (i) necessary to remedy defects, (ii) required to maintain security, (iii) required to adapt to changed legal or technical conditions, or (iv) reasonable for functional enhancement, and provided the Customer is not unreasonably disadvantaged as a result.
(2) Maintenance work may lead to temporary restrictions. Regular maintenance windows are Sundays between 1:00 and 6:00 a.m. (CET/CEST). Outside these times, Honestly will plan maintenance—where practically possible—so that impairments are minimized.

Section 4 Availability

(1) Honestly warrants an availability of 99% on annual average with regard to the usability of the Software within Honestly's area of responsibility (up to the interface between the public internet and the network of Honestly's provider).
(2) In particular, the following shall be excluded from the availability calculation:

  • times within the regular maintenance windows pursuant to Section 3(2),
  • disruptions caused by circumstances outside Honestly's area of responsibility (e.g., disruptions of public networks, general internet disruptions, disruptions at the Customer, improper use, force majeure).

(3) Any entitlement to use the Software exists only within Honestly's technical and operational capabilities.

Section 5 Support and communication

(1) Support requests may be sent by email to service@honestly.com.
(2) Details on support hours, response times, and any service levels result from the contract/offer.

Section 6 User accounts, Customer responsibilities (cooperation)

(1) The Customer is responsible for:

  • providing suitable hardware and software, browsers, and internet connections,
  • setting up and maintaining user accounts and permissions on the Customer's side,
  • ensuring the accuracy, timeliness, and legality of the content and data provided by the Customer.

(2) Access credentials must be kept confidential and protected against access by unauthorized third parties. The Customer shall inform Honestly without undue delay if there are indications of misuse.
(3) The Customer shall provide appropriate support to Honestly in the provision of services, in particular by providing required information in a timely manner and naming suitable contact persons.

Section 7 Rights of use and restrictions on use

(1) Honestly grants the Customer, for the duration of the contract term, a simple (non-exclusive), non-transferable and non-sublicensable right to use the Software in accordance with the contract.
(2) In particular, the Customer must not:

  • decompile, reverse engineer, or otherwise derive the source code, unless mandatory law permits,
  • circumvent security mechanisms,
  • misuse the Software (e.g., for unlawful data processing, distribution of harmful content, unauthorized use of third-party accounts).

(3) Rights to improvements, further developments, and new features remain with Honestly. The Customer obtains no rights thereto beyond the contractually granted right of use.

Section 8 Data, content, confidentiality

(1) The Customer remains the holder of rights in the data and content uploaded by the Customer into the Software ("Customer Data").
(2) Honestly processes Customer Data solely for performing the contract and in accordance with the contractual provisions, in particular the DPA (see Section 9).
(3) The parties undertake to treat each other's confidential information as confidential and to use it only for the performance of the contract. Confidential information includes in particular non-public information about prices, product plans, security measures, and Customer Data.

Section 9 Data protection / DPA

(1) To the extent that Honestly processes personal data on behalf of the Customer, this shall be based on the Data Processing Agreement (DPA).
(2) The parties' obligations under data protection law primarily result from the DPA and applicable data protection laws.

Section 10 Remuneration, invoicing, payment, default

(1) Remuneration and payment modalities result from the offer and/or contract. All prices are—unless stated otherwise—net prices plus statutory VAT.
(2) Invoices are due for payment within 30 days of receipt, without deductions.
(3) In the event of payment default, the statutory provisions on default shall apply. Honestly is entitled to claim default interest in accordance with statutory provisions.

Section 11 Term, termination

(1) Contract term, minimum term, notice periods, and renewal mechanisms result from the offer and/or contract.
(2) The minimum contract term is 12 months, unless otherwise agreed in the contract or offer. The notice period is 60 days to the end of the respective term. If no termination is given in due time, the contract is automatically extended by the agreed minimum term.
(3) Terminations may be made in text form and sent to service@honestly.com.

Section 12 Liability

(1) Honestly is liable without limitation:

  • in cases of intent or gross negligence,
  • for damages arising from injury to life, body, or health,
  • in cases of fraudulent intent,
  • to the extent of an assumed guarantee and under the German Product Liability Act.

(2) In the event of a slightly negligent breach of a material contractual obligation ("cardinal obligation"), Honestly's liability is limited to the typically foreseeable damage. In these cases, the amount of liability is limited to a maximum of the annual remuneration payable in the respective contract year per each event of loss.
(3) In the event of a slightly negligent breach of non-material contractual obligations, liability is excluded.
(4) Liability for indirect damages, consequential damages, or lost profit is excluded, unless intent or gross negligence exists.

Section 13 Subcontractors

Honestly is entitled to engage third parties as subcontractors to perform the contract. Data protection requirements are governed by the DPA.

Section 14 Final provisions

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of the rules of private international law.
(2) The place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Honestly's registered office, to the extent permissible.
(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a valid provision that most closely reflects the economic purpose.

Version: 26 Feb 2026