Terms of Service

About these Terms

These Terms of Service (“Terms”) govern access to and use of the BondMako platform, customer workspaces, operating systems, modules, applications, APIs, integrations, artificial-intelligence functionality and related services (collectively, the “Services”).

The Services are provided by BondMako UG (haftungsbeschränkt), Rohrdamm 65, 13629 Berlin, Germany, registered in the Commercial Register of the Amtsgericht Charlottenburg under HRB 292270 B (“BondMako”, “we”, “us” or “our”).

The Services are offered exclusively to entrepreneurs, businesses, legal entities, organisations and professional users acting for commercial or independent professional purposes. They are not offered to consumers.

A customer organisation purchasing, accessing or using the Services is referred to as the “Customer”.

If an individual accepts these Terms on behalf of a Customer, that individual represents that they have authority to bind that Customer.

1. Contract formation and scope

These Terms apply to the Services unless BondMako and the Customer expressly agree otherwise.

Specific products, quantities, subscription periods, usage limits, prices, service levels or other commercial conditions may be stated in an order form, proposal, checkout page, subscription confirmation or other written commercial agreement (“Order”).

A contract is formed when BondMako accepts an Order, activates a paid subscription, confirms the Customer’s purchase or otherwise expressly accepts the Customer’s request for Services.

In the event of conflict:

1. an individually negotiated written agreement takes precedence;

2. the applicable Order takes precedence regarding its commercial terms;

3. an applicable Service Level Agreement (“SLA”) takes precedence regarding service levels;

4. an applicable Data Processing Agreement (“DPA”) takes precedence regarding processing of personal data on behalf of the Customer; and

5. these Terms otherwise apply.

No Customer purchasing the Services acquires access to BondMako’s internal corporate or administrative systems merely because those systems share BondMako branding.

2. Accounts, workspaces and authorised users

Customers must provide accurate and current information.

The Customer controls which persons may access its workspace and is responsible for:

• selecting appropriate authorised users;

• protecting credentials, passkeys and authentication mechanisms;

• configuring permissions and roles appropriately;

• maintaining reasonable security controls;

• removing users who no longer require access; and

• activity performed through accounts under its control.

Employees, contractors, managers, agents and other users may access the Services only within the authority granted to them by the Customer.

The Customer must notify BondMako without undue delay after becoming aware of compromised credentials, unauthorised access or a material security incident affecting its BondMako environment.

3. Subscriptions, fees and billing

Paid Services are supplied according to the plan and billing interval selected in the applicable Order.

Unless otherwise stated in the applicable Order, recurring subscriptions renew for the applicable subscription period unless cancelled before renewal.

Prices exclude VAT or other applicable taxes unless expressly stated otherwise.

Invoices and fees are payable within the period stated in the Order or invoice.

Where a Customer is in payment default, BondMako may charge statutory B2B default interest and the statutory default-payment lump sum where legally applicable.

BondMako may suspend paid functionality following reasonable notice while undisputed overdue amounts remain unpaid.

BondMako may change pricing for future subscription periods. Where an existing Customer is materially affected, BondMako will provide reasonable advance notice before the new pricing becomes effective.

Except where otherwise agreed or legally required, fees properly due for Services already supplied are non-refundable.

Billing: billing@bondmako.com

4. Customer Data

“Customer Data” means information, records, documents, content and other data submitted to or generated within the Services on behalf of the Customer.

As between BondMako and the Customer, the Customer retains its rights in Customer Data.

The Customer grants BondMako the limited rights necessary to host, process, transmit, secure, back up, display and otherwise handle Customer Data for the purpose of operating and providing the Services.

The Customer is responsible for ensuring that it has all rights, permissions and lawful bases necessary to provide Customer Data to BondMako.

Where BondMako processes personal data on behalf of a Customer as a processor, the applicable DPA governs that processing.

5. Privacy

Where BondMako processes personal data as controller, processing is governed by the BondMako Privacy Policy.

Where BondMako acts as processor, the Customer remains responsible for determining the purposes and lawful basis of the relevant processing, subject to the applicable DPA.

BondMako does not sell Customer personal data.

6. Security

BondMako maintains technical and organisational measures designed to protect the confidentiality, integrity and availability of the Services and relevant data.

The Customer remains responsible for security within its own environment, including endpoint security, authorised-user administration, internal access controls, passwords, authentication methods and connected third-party systems.

BondMako may temporarily restrict access where reasonably necessary to address:

• suspected fraud;

• compromised credentials;

• malicious activity;

• material security threats;

• unlawful use; or

• threats to other Customers or the Services.

7. AI and automated functionality

Some Services may use artificial intelligence, machine learning, statistical models or automated systems.

AI-generated outputs may contain errors, omissions or inappropriate conclusions and must not be treated as guaranteed factual or professional advice.

Customers remain responsible for reviewing outputs before relying on them where decisions may materially affect persons, finances, legal rights, employment, healthcare, taxation, regulatory compliance or other significant matters.

Unless expressly agreed otherwise, BondMako is not acting as a lawyer, tax adviser, accountant, auditor, bank, payment institution, investment adviser, insurer, medical professional or other regulated professional service provider.

Software functionality that facilitates financial, payroll, compliance, tax, healthcare or other regulated workflows does not itself constitute the regulated professional service.

8. Third-party services and integrations

Services may integrate with third-party identity providers, payment providers, communications services, accounting systems, cloud services, APIs and other external systems.

Use of a third-party service may be governed by separate terms between the Customer and that third party.

BondMako is not responsible for failures, availability, security or conduct of independent third-party systems outside BondMako’s reasonable control.

BondMako may modify or discontinue an integration where the third-party provider changes its service, terminates access, creates material legal or security risk or otherwise prevents continued integration.

9. Intellectual property

BondMako and its licensors retain all intellectual-property rights in the Services, including software, interfaces, designs, workflows, documentation, databases, APIs, trademarks and related technology.

Subject to payment of applicable fees and compliance with these Terms, BondMako grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services for its internal business purposes during the applicable subscription period.

Unless expressly permitted by law or agreed by BondMako, Customers may not:

• resell or sublicense the Services;

• commercially redistribute BondMako software;

• circumvent technical or access restrictions;

• reverse engineer the Services;

• remove proprietary notices;

• systematically extract BondMako materials to reproduce a competing service; or

• represent BondMako technology as their own.

Nothing in this section transfers ownership of Customer Data to BondMako.

10. Acceptable use

The Services may not be used:

• unlawfully or fraudulently;

• to infringe privacy, intellectual-property or other third-party rights;

• to distribute malicious software;

• to gain unauthorised access to systems;

• to circumvent authentication or security controls;

• to materially disrupt the Services;

• to process information the Customer has no lawful right to process;

• to facilitate abuse, deception or harassment; or

• in a way that creates material legal, security or regulatory risk.

BondMako may take proportionate action to investigate and mitigate suspected violations.

11. Export control and sanctions

Customers must comply with applicable German, EU and other legally applicable export-control and sanctions requirements.

The Customer must not knowingly provide access to the Services where such access would violate applicable sanctions or export-control law.

The Customer must not knowingly use the Services for prohibited weapons, proliferation or other restricted end uses.

BondMako may restrict access where reasonably necessary to comply with binding sanctions, export restrictions or governmental requirements.

12. Availability and Service Levels

BondMako may update, maintain and improve the Services, including functionality, interfaces, integrations, infrastructure and security controls.

Unless an Order or SLA expressly states otherwise, BondMako does not guarantee uninterrupted or error-free availability.

Maintenance, incidents, third-party outages and circumstances outside BondMako’s reasonable control may temporarily affect the Services.

For qualifying Enterprise subscriptions, service-availability commitments, support response times, maintenance arrangements and service credits may be governed by a separate SLA incorporated into the applicable Order.

Beta, preview, experimental and early-access functionality may be modified, withdrawn or provided without the same support commitments as generally available Services.

13. Suspension, termination and data export

Customers may cancel subscriptions according to the applicable plan or Order.

BondMako may suspend or terminate access where:

• the Customer materially breaches the agreement;

• undisputed fees remain materially overdue;

• use is fraudulent or unlawful;

• continued access creates serious security or legal risk; or

• immediate action is reasonably required to protect users, data or infrastructure.

Where a breach is capable of remedy, BondMako will normally provide a reasonable opportunity to cure the breach unless immediate suspension is justified.

Unless an Order, DPA or law provides otherwise, following termination or expiry the Customer will ordinarily have 30 days to export Customer Data using available standard export functionality.

Following that period, BondMako may delete or irreversibly anonymise Customer Data from active systems in accordance with its retention processes.

Residual encrypted copies may remain temporarily in standard backup systems until the relevant backup cycle expires.

Information may be retained where required by law.

14. Confidentiality

Each party must protect non-public confidential business, technical and commercial information received from the other party using reasonable care.

Confidential information may be used only for purposes connected with the contractual relationship.

The obligation does not apply to information that:

• was lawfully known without confidentiality obligation;

• becomes public without breach;

• is independently developed;

• is lawfully obtained from another unrestricted source; or

• must be disclosed under binding law or judicial/governmental order.

Where legally permitted, the receiving party should notify the other party before compulsory disclosure.

15. Customer responsibility and third-party claims

The Customer is responsible for the legality of its Customer Data and use of the Services.

Where a third party brings a claim against BondMako because the Customer has culpably breached these Terms or applicable law, including through Customer Data that unlawfully infringes intellectual-property, privacy or other third-party rights, the Customer shall indemnify BondMako against the resulting third-party claim and reasonable defence costs to the extent legally permissible and attributable to the Customer’s breach.

BondMako will notify the Customer of such claims without undue delay and provide reasonable cooperation.

The Customer may reasonably participate in defence and settlement discussions.

The Customer is not responsible under this section to the extent the claim results from BondMako’s own unlawful conduct or breach.

No settlement may impose an admission, continuing restriction or non-monetary obligation on BondMako without BondMako’s consent.

16. Liability

BondMako remains liable without limitation for intent and gross negligence and where liability cannot lawfully be restricted.

BondMako also remains liable without limitation for injury to life, body or health and for other mandatory statutory liability.

For slight negligence, BondMako is liable only for breach of an essential contractual obligation whose fulfilment is necessary for proper performance of the agreement and on which the Customer may ordinarily rely.

In such cases, liability is limited to damage reasonably foreseeable and typical of the contract when the agreement was concluded.

Otherwise, liability for slight negligence is excluded to the extent legally permissible.

These limitations also apply to BondMako’s legal representatives, employees and agents.

17. Publicity and customer references

Unless otherwise agreed in an Order, the Customer grants BondMako a limited, non-exclusive, royalty-free and revocable permission to display the Customer’s name and logo solely to identify it as a BondMako customer in customer lists, presentations, BondMako’s website and reasonable promotional material.

BondMako will not imply endorsement beyond identifying the Customer as a user.

The Customer may revoke this permission by written notice.

BondMako will stop new uses and remove the Customer from actively maintained digital marketing materials within a reasonable period following revocation.

18. Force majeure

Neither party is responsible for failure or delay resulting from circumstances outside its reasonable control, including major internet failures, critical third-party infrastructure outages, natural disasters, war, governmental action or significant cyber incidents, provided reasonable mitigation steps are taken.

This section does not excuse payment obligations that became due before the relevant event.

19. Governing law and jurisdiction

These Terms and the contractual relationship are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

Where the Customer is a merchant, legal entity under public law or special fund under public law, the courts at BondMako’s registered office shall have jurisdiction to the extent permitted by law.

20. Changes to these Terms

BondMako may update these Terms where reasonably necessary due to changes to:

• law or regulation;

• the Services;

• security requirements;

• technical infrastructure; or

• legitimate operational requirements.

Material changes affecting existing paid Customers will be notified reasonably in advance where practicable.

Where a non-mandatory change materially disadvantages an existing Customer, the Customer may terminate the affected subscription before the change takes effect.

21. General provisions

If one provision is invalid or unenforceable, the remaining provisions remain unaffected.

A failure to enforce a right does not waive that right.

The Customer may not transfer the agreement without BondMako’s consent unless legally entitled to do so.

BondMako may use subcontractors to provide parts of the Services while remaining responsible for its contractual obligations as required by law.

Nothing creates a partnership, joint venture, agency or employment relationship between BondMako and the Customer.

22. Contact and legal information

BondMako UG (haftungsbeschränkt)

Rohrdamm 65

13629 Berlin

Germany

Commercial Register: Amtsgericht Charlottenburg

Registration number: HRB 292270 B

Legal: legal@bondmako.com

Billing: billing@bondmako.com

Support: support@bondmako.com

Additional mandatory provider information is available in the Impressum:

https://bondmako.com/impressum