Terms and Conditions
1. Scope and Contracting Party
1.1 These General Terms and Conditions (“Terms”) govern the licensing, provision, access to, and use of software products, add-ons, integrations, applications, APIs, documentation, maintenance, and related services provided by neoimpulse GmbH (“neoimpulse”,“we,”“us”) to business customers (“Customer,”“you”).
1.2 These Terms apply to products made available via SAP Store or any other sales channel, including but not limited to neoimpulse software products and integrations for SAP environments, SAP EWM, SAP S/4HANA, SAP BTP, AutoStore™ integrations, Flux integrations and other supply-chain-related software solutions, as further described in the applicable order, offer, statement of work, SAP Store listing or product documentation.
1.3 These Terms apply only to entrepreneurs, merchants, public-sector bodies and other business customers. They do not apply to consumers.
1.4 Any conflicting, deviating or supplementary terms and conditions of the Customer shall not apply unless neoimpulse has expressly agreed to them in writing.
1.5 If a specific order, SAP Store transaction, offer, statement of work, service description or other individual agreement contains provisions that deviate from these Terms, the provisions of the individual agreement shall prevail.
2. SAP Store Orders and Role of SAP
2.1 Where a Product is listed, ordered, purchased or otherwise made available through SAP Store, the contractual relationship for the Product is between Customer and neoimpulse, unless expressly stated otherwise in a separate agreement.
2.2 SAP is not a party to these Terms and is not responsible for the development, installation, configuration, operation, maintenance, support, warranty or performance of the Product.
2.3 SAP may, depending on the applicable SAP Store model, facilitate listing, order processing, billing, invoicing, payment collection or other marketplace-related processes. Such activities do not make SAP the provider, reseller or licensor of the Product.
2.4 Customer’s use of SAP software, SAP cloud services, SAP BTP, SAP EWM, SAP S/4HANA or other SAP products is subject to separate agreements between Customer and SAP or the relevant SAP reseller or partner. These Terms do not grant any rights to use SAP products.
3. Definitions
3.1 “Product” means the software product, add-on, integration, application, API, cloud service, connector, module, documentation, and related materials provided by neoimpulse under an order.
3.2 “Order” means the applicable SAP Store order, offer, order form, statement of work, subscription confirmation, purchase order accepted by neoimpulse or other written agreement specifying the Product, scope, license metric, subscription term, fees and any additional terms.
3.3 “Documentation” means the user manuals, technical documentation, release notes, installation guides, product descriptions, and other materials that neoimpulse provides for the product.
3.4 “Customer Data” means data, content, information, files, records, and materials that the Customer or its users submit to, upload to, process through, or make available to the Product.
3.5 “Subscription Term” means the period during which the Customer is entitled to use the Product in accordance with the applicable Order.
4. Contract Formation
4.1 Offers by neoimpulse are non-binding unless expressly designated as binding.
4.2 A contract is formed when neoimpulse accepts Customer’s order in writing, text form, through SAP Store order confirmation, by providing access to the Product, by delivering the Product or by commencing performance.
4.3 Product descriptions, presentations, brochures, website statements, SAP Store listings and marketing materials are not guarantees of specific qualities unless expressly agreed as binding in the applicable Order.
4.4 Changes, extensions or modifications to the ordered scope require a separate agreement, unless they are included in the Product’s standard functionality, maintenance or update process.
5. License and Right of Use
5.1 Subject to Customer’s compliance with these Terms and payment of all applicable fees, neoimpulse grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Product during the applicable Subscription Term for Customer’s internal business purposes.
5.2 The scope of use is limited by the license metric specified in the Order, such as number of users, tenants, systems, sites, transactions, interfaces, modules, company codes, warehouses or other usage parameters.
5.3 Unless expressly agreed otherwise, Customer may not:
a. copy, modify, translate, adapt, or create derivative works of the Product;
b. reverse engineer, decompile or disassemble the Product, except to the extent mandatory law permits this;
c. rent, lease, sell, sublicense, distribute, make available or provide the Product to third parties;
d. use the Product to provide outsourcing, service bureau, managed service or timesharing services to third parties;
e. circumvent technical restrictions, license keys, usage limits or security mechanisms;
f. remove proprietary notices, copyright notices or trademarks;
g. use the Product for unlawful purposes or in violation of applicable laws;
h. perform penetration tests, vulnerability scans or load tests without prior written consent, unless expressly permitted in the Documentation.
5.4 Affiliates, contractors and implementation partners of Customer may use the Product only if and to the extent permitted in the Order and only for Customer’s internal business purposes. Customer remains responsible for all acts and omissions of such users.
5.5 All rights not expressly granted to Customer remain reserved by neoimpulse.
5.6 Customer shall use the Product only within the agreed license scope and applicable license metrics specified in the relevant Order, including, where applicable, limitations based on the number of users, systems, warehouses, tenants, interfaces or other agreed usage parameters.
Upon reasonable prior notice, neoimpulse may request information reasonably necessary to verify Customer’s compliance with the applicable license metrics. Customer shall provide such information in good faith, provided that the request does not unreasonably interfere with Customer’s business operations. Any information obtained during such verification shall be treated as Confidential Information in accordance with these Terms.
6. Customer Responsibilities
6.1 Customer is responsible for providing the technical and organizational prerequisites required for the Product, including SAP systems, SAP licenses, SAP BTP accounts, SAP EWM/SAP S/4HANA environments, network connectivity, VPN access, SAP Cloud Connector setup, interfaces, test systems, master data, authorizations and qualified personnel, unless expressly agreed otherwise.
6.2 Customer shall provide neoimpulse with all information, cooperation, system access and approvals reasonably required for delivery, implementation, configuration, support and maintenance.
6.3 Delays caused by incomplete, incorrect or delayed Customer cooperation may lead to corresponding changes in timelines and additional charges.
6.4 Customer is responsible for the accuracy, quality, legality and completeness of Customer Data.
6.5 Unless expressly agreed otherwise, Customer is responsible for backing up its systems and data before installation, configuration, updates, migration activities or support activities.
6.6 Customer is responsible for maintaining appropriate security measures for its systems, user accounts and access credentials. Customer shall keep authentication credentials confidential, implement appropriate access controls, promptly install security updates for its own systems and immediately notify neoimpulse of any suspected unauthorized access, security incident or compromise affecting the Product or related interfaces.
7. Delivery, Provisioning, and Implementation
7.1 Delivery or provisioning occurs when neoimpulse makes the Product available to Customer, provides access credentials, delivers software packages, provides installation files, activates a tenant or otherwise enables Customer to use the Product.
7.2 Unless expressly agreed otherwise, installation, customization, configuration, migration, training, project management, integration work and other professional services are not included in the Product license and must be agreed separately.
7.3 Implementation services, if any, are governed by the applicable Order or statement of work.
7.4 Deadlines are binding only if expressly confirmed by neoimpulse as binding in writing or text form.
7.5 Partial deliveries and phased implementation are permitted where reasonable for Customer.
7.6 Unless expressly agreed otherwise in the applicable Documentation or Order, neoimpulse does not warrant compatibility of the Product with future releases, updates or modifications of SAP software or other third-party products introduced after delivery of the applicable Product version.
8. Subscription Term, Renewal, and Termination
8.1 The initial Subscription Term is specified in the applicable Order.
8.2 Unless otherwise stated in the Order or SAP Store checkout process, subscriptions renew automatically for successive periods of twelve (12) months unless either party terminates the subscription with three (3) months’ notice before the end of the then-current Subscription Term.
8.3 Either party may terminate the contract for cause if the other party materially breaches the contract and fails to cure the breach within a reasonable cure period after written notice.
8.4 neoimpulse may terminate or suspend access for cause in particular if Customer:
a. fails to pay undisputed amounts when due;
b. materially exceeds the agreed license scope;
c. violates usage restrictions;
d. creates a security risk;
e. infringes intellectual property rights;
f. violates export control, sanctions, data protection or other applicable laws.
8.5 Statutory termination rights remain unaffected.
9. Fees, Payment, and Taxes
9.1 Fees, payment terms, billing periods and currencies are specified in the applicable Order or SAP Store checkout process.
9.2 Unless expressly stated otherwise, all fees are net amounts and exclusive of VAT, sales tax, withholding tax, duties and other public charges.
9.3 If neoimpulse invoices Customer directly, invoices are payable within thirty (30) days from invoice date without deduction, unless otherwise agreed.
9.4 In the event of payment default, neoimpulse may charge statutory default interest and may suspend access to the Product after prior notice.
9.5 If billing and invoicing are processed through SAP Store or a payment service provider, the applicable SAP Store billing process may apply in addition to these Terms.
9.6 Except as expressly provided in these Terms, the Order or mandatory law, fees are non-cancellable and non-refundable.
10. Trials, Demos, and Beta Features
10.1 If neoimpulse provides free trials, demos, test access, proof-of-concept versions, beta features or evaluation licenses, these are provided solely for evaluation purposes and may be limited in time, functionality, usage volume or availability.
10.2 Trial, demo, and beta versions may be changed or discontinued at any time.
10.3 Unless mandatory law provides otherwise, trial, demo and beta versions are provided “as is” without any warranty, availability commitment or support obligation.
11. Support, Maintenance, and Updates
11.1 neoimpulse provides support and maintenance only to the extent specified in the applicable Order, Support Policy or Service Level Agreement.
11.2 Unless otherwise agreed, support is provided during neoimpulse’s regular business hours: Monday to Friday, 09:00–17:00 CET/CEST, excluding public holidays in Bavaria, Germany.
11.3 Support requests should be submitted through the support channels designated by neoimpulse.
11.4 Customer shall provide all information reasonably required to analyze and resolve support cases, including error descriptions, screenshots, logs, system details, reproduction steps and information on recent changes.
11.5 neoimpulse may provide updates, patches, bug fixes, security fixes, enhancements and new versions. Customer may be required to install or accept updates to maintain compatibility, security and supportability.
11.6 neoimpulse may discontinue support for outdated versions after reasonable notice.
12. Availability and Service Levels
12.1 Any availability commitment, service level, maintenance window, service credit or response time applies only if expressly agreed in an Order or Service Level Agreement.
12.2 Unless an SLA is expressly agreed, neoimpulse does not guarantee uninterrupted or error-free operation.
12.3 Availability commitments do not apply to downtime caused by Customer systems, SAP systems, third-party systems, internet connectivity, force majeure, scheduled maintenance, emergency maintenance, Customer modifications or misuse.
13. Third-Party Products and Dependencies
13.1 The Product may interact with or depend on third-party products, platforms or services, including SAP software, SAP BTP, SAP EWM, SAP S/4HANA, AutoStore™ systems, Optioryx Flux, cloud providers, mobile devices, operating systems, APIs or other third-party technologies.
13.2 Third-party products are not part of the Product unless expressly stated in the Order.
13.3 Customer is responsible for obtaining and maintaining all required third-party licenses, subscriptions, hardware, access rights and authorizations, including all necessary SAP software licenses and support agreements required to operate the Product.
13.4 neoimpulse is not responsible for changes, unavailability, defects, restrictions or discontinuation of third-party products, except to the extent neoimpulse is responsible under mandatory law or an express contractual commitment.
14. Warranty
14.1 neoimpulse warrants that the Product will materially conform to the applicable Documentation during the Subscription Term.
14.2 Customer must notify neoimpulse of defects without undue delay and provide sufficient information to reproduce and analyze the defect.
14.3 neoimpulse may remedy defects by providing corrections, patches, workarounds, configuration changes, replacement delivery or updated Documentation.
14.4 Customer’s warranty rights do not apply to defects caused by:
a. use outside the agreed scope or Documentation;
b. unauthorized modifications;
c. Customer systems, third-party products or incorrect configuration not caused by neoimpulse;
d. failure to install required updates;
e. incorrect, incomplete or corrupted Customer Data;
f. misuse, negligence or security incidents caused by Customer.
14.5 Guarantees require an express written declaration by neoimpulse.
14.6 Minor defects that do not materially impair the intended use or functionality of the Product shall not constitute a warranty defect and shall not give rise to warranty claims.
15. Intellectual Property Rights
15.1 neoimpulse and its licensors retain all rights, title and interest in and to the Product, Documentation, software, source code, object code, designs, know-how, concepts, templates, tools, libraries, interfaces, APIs, workflows, configurations, methodologies and other materials created or provided by neoimpulse.
15.2 Customer retains all rights in Customer Data.
15.3 Customer grants neoimpulse the right to use Customer Data solely to the extent necessary to provide, support, maintain, secure and improve the Product and to fulfill contractual obligations.
15.4 If Customer provides feedback, suggestions or improvement ideas, neoimpulse may use them without restriction or compensation, provided that no Customer Confidential Information is disclosed.
15.5 Customer shall not use neoimpulse names, logos or trademarks without prior written consent. neoimpulse shall not use Customer names, logos or trademarks as a reference without prior consent, unless otherwise agreed.
15.6 The Product may include or be distributed with third-party open source software components that are subject to their respective open source license terms. Such components are licensed to the Customer under the applicable open source licenses and not under this Agreement. To the extent required by the applicable open source licenses, neoimpulse will make the relevant license texts and notices available to the Customer. Nothing in these Terms limits the Customer’s rights under the applicable open source licenses.
16. Data Protection and Security
16.1 Each party shall comply with applicable data protection laws.
16.2 To the extent neoimpulse processes personal data on behalf of Customer as a processor, the parties shall enter into a separate Data Processing Agreement / Auftragsverarbeitungsvertrag.
16.3 Customer is responsible for determining whether personal data is processed through the Product and for ensuring that Customer has a valid legal basis for such processing.
16.4 neoimpulse shall implement appropriate technical and organizational measures to protect personal data and Customer Data against unauthorized access, loss, alteration or disclosure.
16.5 Customer shall not submit special categories of personal data, payment card data, health data, highly sensitive HR data or other regulated data to the Product unless expressly agreed and supported by the Product.
16.6 Subprocessors, hosting locations, security measures and deletion periods shall be described in the applicable Data Processing Agreement, privacy notice or security documentation.
16.7 neoimpulse’s privacy notice is available on the neoimpulse website.
17. Confidentiality
17.1 “Confidential Information” means all non-public business, technical, financial, contractual, operational or other information disclosed by one party to the other in connection with the contract.
17.2 The receiving party shall use Confidential Information only for contractual purposes and shall protect it with at least the same care it uses for its own confidential information, but no less than reasonable care.
17.3 Confidentiality obligations do not apply to information that:
a. is or becomes publicly available without breach of contract;
b. was lawfully known before disclosure;
c. is independently developed without use of Confidential Information;
d. is lawfully received from a third party without confidentiality obligation;
e. must be disclosed by law, court order or authority.
17.4 Confidentiality obligations continue for five (5) years after termination. Trade secrets remain protected for as long as they qualify as trade secrets.
18. Acceptable Use
18.1 Customer shall not use the Product to:
a. violate applicable law;
b. infringe intellectual property, privacy or other third-party rights;
c. transmit malware, harmful code or unlawful content;
d. disrupt, overload or impair systems;
e. attempt unauthorized access;
f. bypass security or license controls;
g. perform unlawful monitoring or surveillance;
h. process data in a way not permitted by the contract.
18.2 Customer shall ensure that its users comply with these Terms.
19. Export Control and Sanctions
19.1 Customer shall comply with all applicable import, export control and sanctions laws, including laws of the European Union, Germany and, where applicable, the United States.
19.2 Customer shall not use, export, re-export, transfer or make available the Product in violation of applicable export control or sanctions laws.
19.3 Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a sanctioned country and is not listed on any applicable sanctions list.
20. Suspension
20.1 neoimpulse may suspend the Customer’s access to the Product if:
a. Customer is in payment default;
b. Customer’s use poses a security risk;
c. Customer materially violates these Terms;
d. suspension is required by law, court order, authority or SAP Store process;
e. Customer exceeds agreed usage limits and fails to cure after notice.
20.2 neoimpulse will, where reasonable and legally permissible, provide prior notice and an opportunity to cure.
20.3 Suspension does not release Customer from payment obligations.
21. Effect of Termination
21.1 Upon termination or expiry of the Subscription Term, Customer’s right to use the Product ends.
21.2 Customer shall cease all use of the Product and delete or return all copies, unless continued use is required by mandatory law or expressly agreed.
21.3 To the extent Customer Data is stored or processed by neoimpulse, neoimpulse will, upon Customer’s request, provide reasonable assistance for data export for a period of thirty (30) days after termination or expiry of the applicable Subscription Term, subject to technical feasibility and payment of applicable fees.
21.4 To the extent Customer Data is stored by neoimpulse, neoimpulse may delete such Customer Data after expiry of the data export period in accordance with its standard deletion procedures, unless applicable law requires a longer retention period.
21.5 Clauses that by their nature are intended to survive termination shall survive, including payment obligations, confidentiality, intellectual property, data protection, liability limitations, governing law and jurisdiction.
22. Liability
22.1 neoimpulse is liable without limitation for damages caused intentionally or by gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent neoimpulse has assumed an express guarantee.
22.2 In cases of slight negligence, neoimpulse is liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfillment enables proper performance of the contract and on whose compliance Customer may regularly rely.
22.3 In such cases, liability is limited to typical and foreseeable damages.
22.4 Unless mandatory law provides otherwise, neoimpulse’s aggregate liability for damages arising from slight negligence under this Agreement shall be limited to the fees actually paid by the Customer for the affected Product during the twelve (12) months immediately preceding the event giving rise to the claim.
22.5 neoimpulse is not liable for indirect damages, consequential damages, loss of profit, loss of revenue, business interruption, loss of anticipated savings or loss of data, except to the extent liability cannot be limited under applicable law.
22.6 Liability for loss of data is limited to the typical restoration effort that would have been required if Customer had maintained proper and regular backups, unless neoimpulse caused the loss intentionally or by gross negligence.
22.7 The limitations of liability also apply to neoimpulse’s legal representatives, employees, subcontractors and agents.
23. Intellectual Property Claims
23.1 If a third party claims that Customer’s authorized use of the Product infringes third-party intellectual property rights, Customer shall notify neoimpulse without undue delay.
23.2 neoimpulse may, at its option and expense:
a. procure the right for Customer to continue using the Product;
b. modify the Product so that it is non-infringing;
c. replace the Product with a functionally equivalent product;
d. terminate the affected Order and refund prepaid unused fees.
23.3 neoimpulse has no obligation for claims arising from Customer Data, Customer specifications, unauthorized modifications, combination with non-neoimpulse products, use outside the Documentation or continued use after neoimpulse has provided a non-infringing alternative.
24. Force Majeure
24.1 Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, labor disputes, pandemics, epidemics, government actions, power failures, internet failures, failure of third-party providers, cyberattacks not caused by the affected party’s negligence, or other unforeseeable events.
24.2 The affected party shall notify the other party without undue delay and take reasonable measures to mitigate the effects.
24.3 If a force majeure event continues for more than 120 days, either party may terminate the affected contract.
25. Changes to Products and Terms
25.1 neoimpulse may make available updates, patches, bug fixes, enhancements and new Product versions. Unless expressly agreed otherwise, such changes shall not materially reduce the agreed core functionality of the Product during the applicable Subscription Term or maintenance period.
25.2 The scope of Customer’s entitlement to receive updates, patches, enhancements or new Product versions shall be governed exclusively by the applicable Order, maintenance agreement or subscription.
25.3 neoimpulse may change these Terms with reasonable prior notice. Changes apply to renewals, new Orders and continued use after the effective date, unless mandatory law requires otherwise.
25.4 If a change materially disadvantages Customer during an ongoing Subscription Term, Customer may object within six (6) weeks after notice. If the parties do not reach agreement, either party may terminate the affected contract as of the effective date of the change.
26. Assignment and Subcontracting
26.1 Customer may assign rights or obligations under the contract only with prior written consent of neoimpulse.
26.2 neoimpulse may use subcontractors to provide the Product and related services, provided that neoimpulse remains responsible for their performance.
26.3 Data protection requirements for subprocessors are governed by the applicable Data Processing Agreement.
27. Governing Law and Jurisdiction
27.1 These Terms and all contractual relationships between neoimpulse and Customer are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.
27.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is Munich, Germany, provided Customer is a merchant, legal entity under public law or special fund under public law.
27.3 The place of performance for all obligations arising under these Terms shall be the registered office of neoimpulse GmbH, unless otherwise agreed.
28. Language
28.1 These Terms may be made available in multiple languages.
28.2 In the event of inconsistencies between language versions, the German version shall prevail.
29. Miscellaneous
29.1 Amendments and additions to an individual Order must be made in writing or text form, unless stricter form requirements apply.
29.2 If any provision of these Terms is invalid or unenforceable, the remaining provisions remain valid. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
29.3 Customer may set off claims only if they are undisputed, legally established or arise from the same contractual relationship.
29.4 Customer may exercise rights of retention only with respect to claims arising from the same contractual relationship.
29.5 These Terms, together with the applicable Order and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter of the Product and supersede all prior or contemporaneous agreements, proposals, representations and understandings relating thereto.