General Terms and Conditions of Petla UG (haftungsbeschränkt)

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Petla UG (haftungsbeschränkt), Brühler Straße 183 50968 Köln, registered in the commercial register of the Amtsgericht Köln under HRB 116243 (hereinafter "Petla" or "Provider"), and the Customer (hereinafter "Customer") regarding the use of the Petla platform.

1.3 These GTC are exclusively directed at entrepreneurs within the meaning of § 14 BGB (German Civil Code). Use of the platform by consumers within the meaning of § 13 BGB is not intended.

1.4 Deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless Petla expressly agrees to their applicability in writing.

3.1 The contract is formed through the Customer's registration via the Petla checkout page. By submitting the registration and confirming these GTC, the Customer makes a binding offer to enter into a usage agreement.

3.2 Acceptance of the offer is made by Petla through activation of the Customer's access or by sending a confirmation email.

3.3 The Customer warrants that the data provided during registration is complete and accurate. Any changes must be communicated to Petla without delay.

4.1 Petla provides the Customer with the platform in its current version via the internet. The scope of features is determined by the current service description at petla.app.

4.2 The basic package includes one Veterinarian Calendar. Additional Veterinarian Calendars may be added for additional fees pursuant to § 6.

4.3 Petla is entitled to further develop the platform and expand the scope of features at any time. Any restriction of material contractually agreed features requires the Customer's consent.

4.4 Petla provides services primarily using data centres within the European Union. Details regarding data processing and any third-country transfers are set out in the DPA (§ 11).

5.2 Petla is entitled to temporarily take the platform offline insofar as this is necessary for maintenance or security measures. Petla will schedule such measures during off-peak hours where possible.

6.1 Fees are based on the scope of services agreed upon at the time of contract formation.

6.2 The current prices are set out in the price overview at petla.app/tierarzt/preise. The prices in effect at the time of contract formation shall apply for the agreed contract term.

6.3 Payment is made monthly in advance by SEPA direct debit. The Customer grants Petla a SEPA direct debit mandate as part of the registration process.

6.4 Invoices are delivered to the Customer electronically by email. The Customer expressly consents to electronic invoicing.

6.5 It is assumed that the Customer accepts any invoice not objected to within thirty (30) days of the invoice date. Objections must be submitted by email to info@petla.app. The Customer may not assert any set-offs or other compensation or deduction mechanisms, or withhold any amounts owed to Petla under the contract.

6.6 In the event of late payment, default interest at a rate of nine (9) percentage points above the applicable base interest rate of the European Central Bank shall automatically apply (§ 288(2) BGB). In addition, a flat-rate compensation for debt recovery costs of forty (40) euros shall apply pursuant to § 288(5) sentence 1 BGB. If actual debt recovery costs exceed this amount, Petla may invoice them separately.

6.7 Any payment default entitles Petla to suspend the subscription and access rights of the Customer and its Users to the platform until the outstanding amounts are paid in full.

6.8 Petla is entitled to adjust the fees once per calendar year within a reasonable scope to account for current developments in Petla's costs (in particular hosting, third-party services, personnel, security or legal requirements). The Customer will be notified by email at least thirty (30) days before the new fees take effect. In the event of a price increase exceeding ten (10) percent of the total annual fees, the Customer has the right to terminate the contract as of the date the price increase takes effect.

7.1 Petla may grant the Customer a free pilot phase of up to six (6) months. During the pilot phase, the Customer has access to the full scope of platform features.

7.2 Upon expiry of the pilot phase, the contract automatically converts to a paid subscription pursuant to § 6, unless the Customer terminates before the pilot phase expires.

7.3 Termination during the pilot phase is possible at any time without notice, effective at the end of the pilot phase.

8.1 Minimum Term: The contract is concluded for a minimum term of twelve (12) months, commencing from the end of any pilot phase or, if no pilot phase was agreed, from contract formation.

8.2 Automatic Renewal: After expiry of the minimum term, the contract automatically renews for successive periods of twelve (12) months unless terminated in due time.

8.3 Notice Period: Termination is possible with three (3) months' notice to the end of the respective contract term.

8.4 Form: Termination must be in text form (email to info@petla.app is sufficient).

8.7 Data Export: Upon written request by the Customer (no later than seven (7) days after termination takes effect), Petla will make the data entered by the Customer available in a standardised, structured format within fifteen (15) calendar days. The Customer may retrieve this data within two (2) months of its provision. After expiry of this period, Petla is entitled to delete or anonymise all Customer data.

8.8 Surviving Provisions: The following sections shall survive termination of the contract: Fees (§ 6), Data Protection (§ 11), Liability (§ 12), Intellectual Property (§ 13), Confidentiality (§ 14).

The Customer undertakes to:

• (i) use the platform only for its intended purpose within the scope of its veterinary activities;
• (ii) keep its access credentials confidential and to notify Petla immediately if there is any suspicion that unauthorised third parties have obtained knowledge of the credentials;
• (iii) ensure that all Users to whom the Customer grants access to the platform comply with these GTC;
• (iv) ensure the accuracy of the practice data stored on the platform (opening hours, range of services, contact details) and keep it up to date;
• (v) provide the technical prerequisites required for use of the platform (in particular a stable internet connection and a current web browser);
• (vi) not distribute any unlawful content via the platform and comply with applicable data protection regulations;
• (vii) transparently disclose the use of the platform in its own privacy policy to end customers.

10.1 Petla grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the platform in accordance with these GTC for the duration of the contract.

10.2 The Customer may not copy, decompile, reverse engineer, modify or make the platform accessible to third parties, in whole or in part.

10.3 The Customer grants Petla the right to publicly display the practice data entered by the Customer (name, address, range of services, opening hours) within the veterinary finder. This right expires upon termination of the contract.

10.4 If the Customer provides Petla with feedback, suggestions or bug reports regarding the platform, Petla may use this feedback to improve the platform free of charge and without restriction. No entitlement to implementation or compensation exists.

11.1 Petla processes personal data of the Customer and end customers in accordance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

11.2 11.2 Insofar as Petla processes personal data on behalf of the Customer, the Data Processing Agreement (DPA) available at petla.app/avv. shall apply. The DPA is an integral part of this agreement.

11.3 Further information on data processing is available in the privacy policy at petla.app/datenschutz.

11.4 The Customer is solely responsible for compliance with data protection regulations with regard to the end customer data it processes. This includes in particular obtaining any required consents and informing end customers about data processing.

12.1 Petla shall be liable without limitation for damages arising from injury to life, body or health based on an intentional or negligent breach of duty by Petla, its legal representatives or vicarious agents.

12.2 Petla shall further be liable without limitation for damages based on wilful misconduct or gross negligence by Petla, its legal representatives or vicarious agents, as well as in the case of assumption of a guarantee and in the event of liability under the German Product Liability Act.

12.3 In cases of slight negligence in breach of material contractual obligations (cardinal obligations), Petla's liability shall be limited in amount to the foreseeable, typical damage at the time of contract formation, but in no event exceeding an amount equal to twelve (12) monthly fees of the affected subscription. Material contractual obligations are those whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may regularly rely.

12.4 In all other cases, Petla's liability is excluded.

12.5 Petla is not liable for the accuracy, completeness or timeliness of data entered by end customers or for the conclusion of appointments between the Customer and end customers. Petla disclaims any responsibility in the event of disputes between the Customer and end customers.

12.6 Petla is not a provider of veterinary services and acts exclusively as a technical service provider. The practice of veterinary medicine — including remote consultations via video — is carried out under the sole responsibility of the Customer. Petla assumes no liability for the accuracy, quality or success of veterinary consultations or treatments initiated or conducted through the platform.

12.7 Duty to Mitigate: Both parties shall take all reasonable measures to mitigate damages resulting from non-performance of the contract. If a party fails to do so, it may only claim compensation from the other party for the damage it could not have avoided.

12.8 Indemnification: The Customer shall indemnify and hold harmless Petla, its employees and representatives from all claims, actions or damage claims by third parties (including end customers) relating to: (i) unlawful or contractually non-compliant use of the platform by the Customer or its Users; (ii) the accuracy, completeness and lawfulness of data entered by the Customer; (iii) the infringement of third-party rights through content provided by the Customer. This indemnification obligation does not apply to the extent the Customer demonstrates that Petla itself contributed to the damage through at least negligent conduct.

13.1 All rights to the platform, including source code, design, trademarks and other intellectual property rights, shall remain with Petla.

13.2 No provision of these GTC may be construed as a transfer of intellectual property rights.

14.1 Both parties undertake to keep confidential all confidential information of the other party obtained in the course of the pre-contractual, contractual and post-contractual relationship and to use it only for the purposes of performing the contract.

14.2 Each party undertakes to (i) take all necessary precautionary and protective measures to maintain the confidentiality of the information and prevent unauthorised access; (ii) afford the other party's confidential information at least the same level of protection as its own confidential information; (iii) disclose confidential information only to employees, advisers or service providers who require access to such information on a need-to-know basis.

14.3 This obligation does not apply to information that (i) is or becomes publicly known (without breach of this clause); (ii) was independently developed by the recipient; (iii) was obtained from an authorised third party without a confidentiality obligation; or (iv) must be disclosed due to a legal or regulatory obligation.

14.4 The confidentiality obligation shall continue for a period of five (5) years after termination of the contract.

15.1 Petla is entitled to amend these GTC with six (6) weeks' notice before the amendments take effect. The amendments will be communicated to the Customer by email.

15.2 The Customer may object to the amendment within the notice period. If the Customer does not object within the period, the amended GTC shall be deemed accepted.

15.3 In the event of an objection, Petla has the right to ordinarily terminate the contract as of the date the amended GTC take effect.

16.1 The parties shall be released from their contractual obligations insofar and for as long as performance is prevented by force majeure within the meaning of German law. The affected party must immediately notify the other party in writing of the occurrence and expected duration of the event.

16.2 Both parties shall endeavour to minimise the consequences of the event as far as possible.

16.3 If either party is unable to meet its contractual obligations for more than thirty (30) consecutive days due to force majeure, either party may terminate the contract in writing with immediate effect without any compensation being owed.

This section applies in addition for Customers who use the optional video consultation service.

17.1 Scope of Services and Intermediary Role: Petla provides the technical infrastructure for video consultations, including video connection, appointment scheduling, payment processing and email/SMS notifications. Petla acts exclusively as a technical intermediary. The treatment contract is concluded exclusively between the Customer and the end customer; Petla is not a party thereto. Petla does not owe any medical outcome or specific consultation results. Video calls are not recorded by Petla.

17.2 Fees and Payment Processing: The Customer sets the prices per appointment type. Billing to end customers is in EUR via the payment processor Stripe (credit card, incl. 3D Secure). Petla collects fees from end customers on behalf of the Customer and forwards the remuneration to the Customer. Free appointments are possible. The fees for the Customer's use of the video consultation service are set out in the price overview at petla.app/tierarzt/preise.

17.3 Booking and Confirmation: End customers book via the Customer's booking page. The booking is forwarded to the Customer upon receipt of payment. The Customer confirms the appointment; only after confirmation is the video call set up and a link sent to the end customer by email. The default minimum lead time is 24 hours and the maximum advance booking is 90 days; both are configurable by the Customer.

17.5 Cancellation and Refunds: End customers may cancel booked appointments through the platform. The Customer may cancel appointments via the dashboard. Refunds are requested by the Customer via the dashboard through Petla and processed via Stripe. Petla does not make independent refund decisions; the refund policy is the responsibility of the Customer within the applicable legal framework.

17.6 No-Show: Petla automatically checks whether a video call took place (at least two participants for at least one minute). In the event of a no-show by the end customer or the Customer, the appointment is marked accordingly. Refunds for no-shows are not automatic; the Customer decides independently on further handling.

17.7 File Uploads: End customers may upload files as part of the booking (e.g. photos, medical reports). Permitted formats are JPEG, PNG, HEIC and PDF. A maximum of five files of up to 10 MB each and a total of 25 MB are permitted. Uploaded files are automatically deleted after the appointment is completed.

17.8 Technical Notes: The video consultation requires a current web browser with camera and microphone access and a stable internet connection. Petla cannot guarantee uninterrupted availability of the video connection. In the event of technical problems during the call that are not attributable to Petla, there is no automatic entitlement to a repeat or refund.

18.1 This contract shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 Amicable Dispute Resolution: Before initiating legal proceedings, the parties shall endeavour in good faith to reach an amicable settlement of the dispute within sixty (60) calendar days of a written request by either party.

18.3 The place of jurisdiction for all disputes arising from or in connection with this contract shall be Cologne, to the extent permitted by law.

18.4 Should any provision of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties shall endeavour to replace the invalid clause with a valid provision that most closely reflects the economic purpose of the invalid provision.

18.5 The fact that a party does not invoke one or more provisions of the contract shall in no case constitute a waiver of the right to invoke them at a later date.

18.6 Supplementary agreements, amendments and additions to this contract must be in text form.

18.7 Petla is entitled to assign or transfer rights and obligations under this contract to third parties. The Customer may only transfer rights and obligations under this contract to third parties with the prior written consent of Petla.

18.8 The Customer acknowledges that it uses the platform as an entrepreneur within the meaning of § 14 BGB and is not covered by the provisions of German consumer protection law.