Terms of service

1. Scope and who this is for

These terms govern the use of SIDES LABS — the partner and developer platform operated by SimplyDelivery GmbH ("SIDES", "we"). They apply to the portal, the SIDES LABS API and the marketplace.

SIDES LABS is offered only to entrepreneurs within the meaning of §14 BGB, to legal persons under public law and to special funds under public law. It is not offered to consumers, and an account may not be opened for private purposes.

Publishing an application in the marketplace is additionally governed by the partner agreement, which prevails over these terms where the two differ.

2. How the contract comes about

Registering submits an offer to conclude a contract. The contract comes about when we confirm the registration and release the account — not when the form is submitted, and not when the verification mail arrives.

We may decline a registration without giving reasons. An account released in error may be closed within fourteen days; any amount already paid is refunded in full.

You warrant that the person registering is authorised to act for the company named, and that the company data given is correct. Changes to that data are your responsibility to make in the portal.

3. Your account and your team

• The first user of a business partner is an administrator and may invite further users. Each user gets their own credentials; shared logins are not permitted, because an audit trail that cannot name a person is not one.
• You keep credentials confidential and tell us without undue delay if you suspect that somebody else has them. Until you do, actions taken with your credentials count as yours.
• An administrator may require two-factor authentication for the whole partner, and we recommend it.
• We may block an account temporarily where there is concrete evidence of misuse, of a security incident, or of a substantial breach of these terms. We tell you why, and we lift the block as soon as the reason is gone.

4. Tiers, quotas and changes

What you may do is defined by your tier: the number of applications you may publish, the rate at which you may call the API, the features available to you. The current tiers and their quotas are on the pricing page, and each is part of the contract when you choose it.

A quota is enforced, not merely advertised. Reaching one means the next attempt is refused with an explanatory error, not that it succeeds and is invoiced afterwards. You are never charged for going over a limit you were not allowed to cross.

Moving to a higher tier takes effect immediately. Moving to a lower tier takes effect at the end of the current billing period, so that you are not deprived of something you have paid for. Where a lower tier permits fewer published applications than you have, you choose which stay published before the change takes effect; we never make that choice for you.

5. Prices and payment

• Prices are those in force on the pricing page when you choose the tier. All prices are net and exclusive of value-added tax at the statutory rate.
• Paid tiers are invoiced in advance for the agreed period. Invoices are issued electronically, and you consent to electronic invoicing.
• Payment is due within fourteen days of the invoice date without deduction.
• We may change prices with effect from the next billing period, giving at least eight weeks' notice in text form. If you do not accept a price increase you may terminate with effect from the date it would take effect; the notice says so.
• Where payment is more than thirty days overdue and a reminder has gone unanswered, we may suspend paid features. Published applications stay published for another thirty days after that, because withdrawing them punishes SIDES customers for a dispute they are not party to.

6. How the API may be used

We grant you a non-exclusive, non-transferable right to use the SIDES LABS API for the term of this contract, for the purpose of building and operating your own service for SIDES customers.

You will not:

• circumvent a rate limit, a quota or an authorisation check, or attempt to;
• use credentials issued to one business partner on behalf of another;
• retrieve data about SIDES customers beyond what an endpoint returns for the purpose it documents, or combine it to build a profile that purpose does not need;
• probe, scan or load-test the platform without our prior agreement in text form — we will usually agree, and doing it unannounced is indistinguishable from an attack;
• publish anything unlawful, infringing, deceptive, or containing malicious code.

Where you process personal data of SIDES customers on our behalf, the data processing agreement applies in addition.

7. Availability and changes to the API

We aim for high availability and do not promise a figure we are not yet measuring. No service level is agreed by these terms. Where one is agreed it is in a separate written agreement, and this section says so rather than leaving a number to be inferred from a marketing page.

Maintenance that requires downtime is announced in advance in the changelog wherever it is foreseeable.

The API is a contract, and this is what that means for you

We add fields, endpoints and enumeration values without notice; your integration must tolerate values it does not know. We do not remove or rename a field, change its type, or change what an endpoint means, within a major version. Where a breaking change is unavoidable, it appears as a new major version and the previous one keeps working for at least six months after the announcement. Announcements go in the public API changelog.

8. Term and termination

• The contract runs for the period chosen at registration and renews for the same period unless terminated.
• Either party may terminate with thirty days' notice to the end of the current period. A free tier may be terminated at any time.
• The right to terminate for good cause without notice is unaffected. Good cause for us includes a substantial breach of section 6 that continues after we have asked for it to stop.
• Termination must be in text form; the portal is sufficient.
• On termination your applications are withdrawn from the marketplace. We keep your data for the periods set out in the privacy policy and no longer.

9. Liability

We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, and to the extent we have given a guarantee.

For slight negligence we are liable only for breach of a material contractual obligation — one whose fulfilment makes performance of the contract possible in the first place and on which you may rely — and then limited to the damage typical for this kind of contract and foreseeable at conclusion. That amount is capped at the fees paid in the twelve months before the event.

Any further liability is excluded. This applies equally to our legal representatives, employees and agents.

You are responsible for your own service. The contract between you and a SIDES customer is yours. We do not become a party to it by listing your application, and we are not liable for it.

10. Applicable law and venue

German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction is Berlin, where you are a merchant, a legal person under public law or a special fund under public law.

11. Final provisions

Amendments and additions must be in text form; the same applies to waiving this requirement.

We may change these terms with at least six weeks' notice in text form. The notice names what changes and says that not objecting within six weeks counts as acceptance; it also says that you may terminate with effect from the date the change would take effect. A change that affects the essential balance of the contract needs your agreement rather than your silence.

Should a provision be or become invalid, the remainder stands. This document carries a version, and the version that was in force when you consented is the one recorded against your account.