Customer content (employee communications, posts, files) remains the customer's property, but the customer grants Flip a non-exclusive, worldwide, contract-term-limited license to store, copy, display, and transmit the content for service delivery (Ziff. 9.1). Flip retains all rights to the platform, documentation, usage data, templates, and dashboards (Ziff. 9.4). Critically, Flip can use customer feedback unlimited and without compensation (Ziff. 9.4). Professional Services work product is owned by Flip; customer gets a simple non-exclusive internal license (Ziff. 2.7). Usage data is anonymized and aggregated for Flip's improvement; customer content is explicitly excluded from AI training unless separately agreed (Ziff. 3.4). Customer is responsible for rights clearance of any content uploaded (Ziff. 9.2).
The contract is governed by German law, excluding UN Convention on International Sale of Goods (CISG) and conflict-of-law rules (Ziff. 18.8). Disputes are resolved in courts (no mandatory arbitration), with exclusive venue in Stuttgart (Ziff. 18.8). Flip may also sue the customer at the customer's general place of business (Ziff. 18.8). This means court litigation, not binding arbitration, which preserves access to courts and appeals. Contract language is German; English translations are for reference only (Ziff. 18.9). Customers in the UK or outside EU/EEA may use English contract versions per order form (Ziff. 18.9). Importantly, under the EU Data Act (Verordnung (EU) 2023/2854), the customer has the right to switch to another provider with maximum 2 months notice (Ziff. 16.2), and Flip must provide data export assistance (Ziff. 16.2). Data Act portability rights supersede contract lock-in for B2B customers in relevant jurisdictions.
Flip has unlimited liability for willful misconduct (Vorsatz), gross negligence (grobe Fahrlässigkeit), personal injury, product liability, warranty fraud, and assumed guarantees (Ziff. 15.1). For simple negligence (einfache Fahrlässigkeit), Flip's liability is limited to cases of breach of essential (cardinal) contractual duties and is capped at the net annual fees paid in the 12 months before the damage event (Ziff. 15.2, 15.4). For data protection breaches and indemnification claims, the cap is higher: 200% of annual fees (Ziff. 15.5). Liability for data loss is limited to the loss that would occur even with proper backup practices by the customer (Ziff. 15.3). Claims must be brought within 12 months of discovering the damage (or 24 months max from the event), with limited exceptions (Ziff. 15.7). Liability limitations extend to Flip's agents, employees, and subcontractors (Ziff. 15.6).
Pricing is per-user-package plus booked modules, billed annually in advance unless stated otherwise (Ziff. 7.1). Setup/implementation fees are one-time, due at contract signature (Ziff. 7.1). The user package is fixed for the contract term and non-refundable regardless of actual usage (Ziff. 7.2). If users exceed the contracted package, Flip notifies the customer; customer has 30 days to reduce users (Ziff. 7.2). If not reduced, the package automatically upgrades and pro-rated overage charges are added to the next annual invoice (Ziff. 7.2). Invoices are due within 30 days and stated net of VAT (Ziff. 7.3). Mid-contract termination without legal right incurs an early-termination fee up to 90% of remaining contract value (Ziff. 16.3), though customer can switch providers with 2 months notice under the Data Act (Ziff. 16.2). No free cancellation window; no monthly options; pricing changes only per order form terms (Ziff. 7.5).
Data protection is governed by a separate Data Processing Agreement (AVV) incorporated by reference (Ziff. 11), available at https://www.getflip.com/de/legal/avv/. The AVV includes GDPR-compliant modules for EU, UK, Switzerland, and US jurisdictions. Customer is the data controller; Flip is the processor. Flip commits to appropriate administrative, physical, and technical security measures per ISO/IEC 27001 and state-of-the-art standards (Ziff. 12). Flip's Trust Center (https://trust.getflip.com/) describes security measures. Breach notification is required for incidents that materially impact customer data (Ziff. 12). Customer data is not used for AI model training except as separately agreed (Ziff. 3.4). Flip must comply with EU AI Regulation transparency requirements (Ziff. 3.3). No automatic data deletion; retention follows Service Description timelines or customer configuration (Ziff. 9.5).
The indemnification provisions are RECIPROCAL and balanced. Flip indemnifies the customer against third-party IP infringement claims in the EU, UK, or Switzerland arising from normal use of the service (Ziff. 14.1). Flip covers defense costs and approved settlements (Ziff. 14.1). If an IP claim is found valid, Flip can: obtain a license, modify the service to avoid infringement, or terminate the affected service and refund prepaid fees (Ziff. 14.2). Flip's obligation does not apply if the infringement stems from customer content, misuse, third-party products, customer specifications, or unauthorized changes (Ziff. 14.3). Conversely, the customer indemnifies Flip against third-party claims arising from unlawful use by the customer/users or infringing customer content (Ziff. 14.4), but only if the customer is at fault (Ziff. 14.4). The customer also indemnifies for improper use of AI functions (Ziff. 14.4). Neither indemnity is triggered by mere use of the service; both require fault or wrongdoing.
The customer controls user account designation (Ziff. 4.1) and can sublicense to affiliated companies and external service providers. User management (add/remove accounts) is customer-controlled via admin console (Ziff. 4.2). Account suspension by Flip is permitted only in specific, legitimate circumstances: material breach of restrictions (Ziff. 5.2), payment delay over 30 days after notice (Ziff. 8), legal requirements, or security threats. Suspension requires advance notice where possible (Ziff. 8). However, the suspension mechanism is vendor-discretionary and lacks formal due process (no appeal procedure stated). Accounts cannot be transferred between users without vendor consent.
During the contract term, the version in effect at signing applies (Ziff. 17). Flip may modify the AGB, Service Description, and SLA, but modifications are prospective only. Favorable or purely editorial changes can be announced for immediate effect (Ziff. 17). Material or non-favorable changes require at least 6 weeks' advance written notice, effective no earlier than the next renewal period (Ziff. 17). If the customer objects to a non-favorable change within the notice period, the contract continues under the old terms OR the customer can terminate at the effective date of the change without penalty (Ziff. 17). Flip must clearly state objection and termination rights in the change notice (Ziff. 17). If Flip removes a material/essential function, it must give 6 months' notice; customer can then terminate the affected service part (Ziff. 2.9). Changes to the Data Processing Agreement (AVV) are governed by the AVV separately (Ziff. 17). Changes to the Service Description cannot materially harm core functionality (Ziff. 17).
The contract formation process is explicit and clear. Ziff. 2.2 specifies that the contract comes into force once the customer accepts the order form within the stated deadline. Scope is precisely defined in the preamble: B2B SaaS for employee communication with Frontline workers. Service description is referenced as the authoritative source for functionality (Ziff. 2.1). No ambiguity about who can use the service (employees of the customer and authorized affiliates). The document specifies platform features (web app, Android/iOS, European hosting) and baseline SLA availability.