Terms of Service

This is the English version of our terms, and it is binding, not a summary. If you concluded your contract in English, this is the version that applies to you; there is an equally binding German version for contracts concluded in German, and the two say the same thing. German law governs either way, which is why some provisions here refer to German statutes.

Section 1 Scope and contracting party

These terms govern every contract for the use of Steerd between you and Unbogify GmbH, Zelterstr. 10, 10439 Berlin, Germany ("we", "us").

In these terms "you" always means the contracting party, that is the company, sole trader or legal entity the account is created for. It does not mean the individual person who signs in. Whoever completes registration warrants to us that they may bind the contracting party.

Steerd is offered only to businesses (Unternehmer under § 14 of the German Civil Code), legal entities under public law and special funds under public law. We do not enter into contracts for Steerd with consumers. By completing registration you declare that you use Steerd exclusively for your trade, business or professional activity.

Your own terms and conditions do not become part of the contract, even if we do not expressly object to them. They apply only if we have agreed to them in text form.

Section 2 Subject matter

Steerd is a web application for managing projects, contacts, time, documents and invoices. We make it available to you over the internet for the term of the contract and store the data you create in it.

We develop Steerd continuously and may change, add to or replace features, provided this does not materially reduce what we owe you. If a feature disappears that you could reasonably have relied on when you placed your order, you may terminate your subscription for cause, and we refund the fee for the unused time on a pro rata basis.

The point of delivery is the exit of the data center in which Steerd runs. Your internet connection, your devices and their configuration are not part of what we provide.

Section 3 Conclusion of the contract, account and authorized users

Presenting Steerd on our website is not a binding offer, it is an invitation for you to make one.

By completing registration you make an offer to conclude a master agreement for the use of Steerd, which these terms call the account contract. It comes into effect when we accept it, and at the latest when we activate your access. The account contract governs your account and your data. It exists independently of the plan you are on, and it does not end because a subscription ends.

A paid subscription only comes about through a separate order under Section 4. As long as you place no such order, you owe us nothing.

If your plan provides for more than one user, you may invite further people to your account, including external freelancers. Those users act for you. You make sure they comply with these terms, you are responsible for their conduct as for your own, and you withdraw their access as soon as someone no longer works for you.

These terms exist in German and in English. The version in the language you conclude the contract in is the one that applies to you, and that language is then the language of the contract. Both versions say the same thing and we only ever change them together. We keep the version applicable when your contract is concluded available for you to retrieve, and we send it to you in text form together with the confirmation of your order.

Section 4 Plans, trial and subscription

Steerd has a permanently free plan. While you are on it your account contract continues and no fee is payable. The features and usage limits it includes follow from the plan overview on steerd.io.

After registration we make the paid features available to you free of charge for 30 days. We need no payment details for this. The trial creates neither a subscription nor any payment obligation. If you place no order before it ends, your account moves to the free plan. Your data is kept in full.

By selecting a paid plan and completing the order you make an offer for a subscription. It comes into effect on our confirmation in text form. The billing period is one month or one year depending on the plan.

The features, usage limits and prices your subscription includes follow from the plan overview in the version applicable when you place your order. We record that version in the order confirmation so it stays possible to establish later what was agreed.

If you exceed the usage limits of your plan, your existing data stays readable, exportable and deletable. You can create new data in the affected areas again once you are below the limit or move to a larger plan.

Section 5 Prices and payment

The prices of the plan you choose apply. All prices are net and exclude value added tax at the applicable statutory rate. The fee is due in advance for each billing period.

For payment and billing we use Stripe Managed Payments, currently provided by Sold through Link, LLC. Stripe collects the fee for us as our agent, acts towards you as merchant of record, issues your receipt or invoice and states the value added tax on it. Your bank statement therefore shows the charge with a reference to Stripe.

We remain your contracting party for Steerd. Stripe is the payment processor and the issuer of the invoice, not the supplier of the software. The terms of Stripe additionally apply to the payment itself.

Stripe may refund a payment within 60 days even where our own rules are narrower. If that happens, your subscription ends as of the start of the refunded billing period and your account moves to the free plan. If you have already used Steerd during that billing period, you owe us the fee for the time used on a pro rata basis, and we may invoice that part again.

If a payment fails, Stripe retries it over a period of up to 14 days and informs you about this. If that does not succeed, the subscription ends and your account moves to the free plan. Your account is not suspended and your data is not deleted. Our claim to the fee already owed is unaffected, and if you are in default with a payment, the statutory default interest under § 288(2) of the German Civil Code and the flat fee under § 288(5) apply.

We may adjust the price of a running subscription at most once in twelve months, with effect from the start of a new billing period. An increase is permitted only to the extent that our costs for operations and hosting, for payment processing or for personnel have risen since the last adjustment, and it may not exceed the rise in those costs. If those costs fall durably, we lower the price to the same extent.

An increase is additionally capped at the change in the consumer price index for Germany published by the Federal Statistical Office since the last adjustment. Any increase beyond that takes effect only if you expressly agree to it; until then the previous price continues to apply.

We announce every price adjustment in text form at least six weeks before it takes effect and point out your right to terminate. You may terminate your subscription with effect from the end of the current billing period at any time before the adjustment takes effect.

Section 6 Term and termination

The account contract runs for an indefinite period. You may end it at any time without notice by deleting your account in the settings or by sending us a declaration in text form. We may terminate it with three months notice.

A subscription also runs for an indefinite period and renews for one billing period at a time unless terminated beforehand. You may terminate it at any time with effect from the end of the current billing period. We may terminate it with three months notice, effective from the end of a billing period.

Terminating a subscription does not end the account contract and deletes no data. At the end of the billing period you have paid for, your account moves to the free plan, and its features and usage limits under Section 4 apply from then on. Conversely, the end of the account contract always ends a running subscription too, at the same moment.

You terminate your subscription through the subscription management that we link to inside Steerd and that our payment service provider operates. A declaration to us in text form is equally sufficient. You can change plan and add or remove users directly in Steerd.

If a subscription ends before the end of a billing period you have already paid for, because we terminated it, because we removed a feature under Section 2, or because a change under Section 14 gives you a right to terminate for cause, we refund the fee for the unused time on a pro rata basis. If you end it yourself, whether by terminating the subscription, by terminating the account contract or by deleting your account, we refund nothing for the billing period you have already paid for. If you terminate only the subscription it runs to the end of that period; if you delete your account it ends immediately.

Either side may terminate for cause. For us, cause includes your being in arrears with a not insignificant part of the fee despite a reminder, or repeatedly breaching Section 8.

Section 7 governs the export and deletion of your data after the account contract ends.

Section 7 Switching provider, export and deletion

You may at any time ask to switch to another provider, to move your data to your own infrastructure, or to have it deleted. This section implements Chapter VI of Regulation (EU) 2023/2854 (the Data Act). It takes precedence over every other provision of these terms on export and deletion.

You initiate the switch by a declaration in text form. You do not have to observe any notice period to do so. A transitional period of 30 calendar days begins when your declaration reaches us, during which the contract continues unchanged. You may extend that period once.

Your declaration is at the same time notice terminating the account contract and any running subscription, with effect from the end of the transitional period. If a subscription ends this way before the end of a billing period you have already paid for, we refund the fee for the unused time on a pro rata basis. If you only want to export and carry on using Steerd, say so in your declaration and the contract stays in place.

During the transitional period we give you and any third parties you instruct reasonable assistance with the switch, maintain operations, point out risks to continuity that are known to us, and keep our level of security unchanged. On request we give you the information you need for your exit planning.

If the transitional period of 30 calendar days is technically unfeasible, we tell you so within 14 working days of your declaration, give reasons, and name an alternative transitional period of no more than seven months.

Exportable data means all data you have created or uploaded in Steerd and all data that arose about you in doing so. The export contains the records of your account as one file per table in JSON format, every file and attachment you uploaded, and an index with a checksum for each file. It does not contain our internal operational and security data, such as server and access logs, or information that would disclose our trade secrets. Neither exclusion impedes or delays the switch.

After the transitional period ends you can retrieve your data for a further 30 calendar days. We then erase all exportable data in full. We erase earlier if you ask us to; deleting your account yourself in the settings is such a request, and we then erase immediately.

We charge nothing for the switch, for our assistance with it, or for the export.

Erasure means that we remove your data from live operation and destroy the key your files are encrypted with. It may still be present in our backups for up to 90 days, until those are overwritten on schedule. Statutory retention obligations are unaffected, and we will tell you on request which data they cover.

Where we process personal data on your instructions, Art. 28(3)(g) GDPR gives you the choice whether we return it or delete it. Your declaration under this section also counts as exercising that choice.

We publish on steerd.io, and keep current, which countries the infrastructure Steerd runs on is located in, which subprocessors we use, and what measures we have taken against unlawful access by authorities in third countries.

Section 8 Your obligations

You undertake to

• keep your credentials confidential and tell us without delay if you suspect a third party knows them
• not use Steerd for unlawful purposes and not upload unlawful content
• not upload content to which you do not hold the necessary rights
• not place an excessive load on the infrastructure and not access it automatically outside the interfaces provided for that purpose
• meet the data protection obligations that apply to you for the personal data you put into Steerd

You are responsible for the content you put into Steerd. If a third party brings a claim against us because of content you uploaded, you will indemnify us against justified claims and the reasonable costs of legal defense, to the extent you are responsible for the infringement.

Section 9 Availability

We operate Steerd with the care of a prudent business and aim for high availability. We do not warrant any particular level of availability unless separately agreed.

We carry out maintenance in low-usage periods where possible and announce planned downtime at least 48 hours ahead, in text form or in the application. An interruption announced that way, of no more than four hours in total per calendar month, is not a deviation from the condition owed under the contract. Work that cannot wait because it averts a security risk may be carried out without prior announcement.

For the companies we engage to provide our service, such as data centers and other service providers, we are answerable under § 278 of the German Civil Code as for our own conduct. An outage at one of those companies is therefore not a circumstance outside our control. Your statutory rights in respect of defects are unaffected.

Section 10 Your data, data protection and confidentiality

The data you put into Steerd stays yours. We use it only to provide what we owe you under the contract. We do not analyze it for our own purposes, and we do not use it to train artificial intelligence models.

So that we can operate Steerd for you, you grant us the simple right, limited to the term of the contract and to that purpose, to store, reproduce, transmit, display and technically process your data, to the extent necessary for operating and securing the service and for the agreed features.

Where we process personal data on your instructions, you are the controller and we are the processor under Art. 28 GDPR. The data processing agreement forms part of this contract and is at steerd.io/dpa, so you can read it before you conclude anything. It prevails over these terms where it provides otherwise.

Beyond personal data, we treat all non-public business information we learn about you as confidential and disclose it only where this is necessary to provide the service or where the law requires it. This obligation continues after the contract ends. The same obligation applies to you for non-public information about us.

Our privacy policy explains how we handle personal data. Questions go to legal@nightlybuildgroup.com.

Section 11 Rights in the software

For the term of the contract you receive a simple, non-exclusive, non-transferable right to use Steerd for your own business purposes within the agreed scope.

That right covers use by the people you invite to your account under Section 3 within the scope of your plan. Beyond that you may not make Steerd available to third parties, resell it, or offer it as a service of your own.

You may reverse engineer Steerd only where the law permits this regardless of agreement. All further rights in the software remain with us.

Section 12 Warranty

We provide Steerd in a condition fit for use under the contract and maintain that condition for the term. German rental law applies.

Strict liability for defects already present when the contract was concluded (§ 536a(1) alt. 1 of the German Civil Code) is excluded.

Your right to remedy a defect yourself and to claim the necessary expenses is unaffected under § 536a(2) of the German Civil Code. This applies both where we are in default with remedying the defect and where immediate remedy is necessary to preserve or restore the condition owed under the contract.

If Steerd is defective, the fee is reduced under the statutory rules. You assert that reduction by reclaiming the amount overpaid from us; you may deduct it from future payments or set it off against them only where your claim is undisputed or has been established by a final court decision.

Please report defects in text form, described well enough for us to reproduce them.

Section 13 Liability

We are liable for damages only as set out in this section.

For ordinary negligence we are liable only for breach of a material contractual obligation, meaning one whose fulfillment makes proper performance of the contract possible in the first place and on whose observance you may regularly rely. In that case our liability is limited to the foreseeable damage typical for this type of contract.

In that case the maximum amount is, per event, the fees you paid in the twelve months before the event causing the damage, and at least EUR 25,000. For all events in a contract year taken together it is twice the amount so determined, and at least EUR 50,000.

We back up the database holding your data daily and keep those backups for 90 days with a second provider. Uploaded files are held with versioning. We do not require you to keep a backup of your own, and you can export your data at any time under Section 7. For loss of data we are liable under the paragraphs above. Where the lost data can be recovered from a backup we keep under this paragraph, compensation is limited to the effort that recovery involves. Where no such backup exists, that limitation does not apply.

Any further liability is excluded.

The limitations and exclusions in this section do not apply where the law does not permit a limitation. That is the case for intent and gross negligence, for injury to life, body or health, within the scope of the German Product Liability Act, and where we have given a guarantee. In those cases we are liable under the statutory rules.

Claims against us become time barred twelve months after the statutory limitation period begins. This does not apply to claims based on intent, to the cases in the preceding paragraph, or to claims for which the law prescribes a longer period that cannot be varied.

Section 14 Changes to these terms

These terms may change. We distinguish two cases.

Without your agreement we change only provisions that concern neither the price, nor the scope of our service, nor the term, nor liability, nor your rights in your data. Those are mainly adjustments to a change in the law or in the case law of the highest courts, the correction of spelling mistakes and cross-references, and clarifications with no effect on substance. We announce such changes in text form at least six weeks before they take effect.

All other changes take effect only if you expressly agree to them. Your silence does not count as agreement. If you do not agree, the contract continues unchanged, and we may then terminate it for convenience under Section 6.

Section 15 Reporting unlawful content

Steerd stores content that you and the users acting for you put into it. We do not review that content and we do not search it for legal violations. We take no automated decisions about content.

Anyone who considers content in Steerd unlawful can report it to us informally by email to legal@nightlybuildgroup.com. The report should identify the content precisely enough for us to find it and explain why it is said to be unlawful. We confirm receipt and decide promptly, diligently, without arbitrariness and without discrimination.

If we consider a report justified, or content breaches Section 8, we may block or remove that content and, in serious cases, restrict access. We choose the mildest suitable measure, tell you our decision and the reasons for it, and point out the remedies open to you. You may object at the same address within six months, and we then review the decision again. Recourse to the courts remains open to you regardless.

This section implements our obligations under Regulation (EU) 2022/2065 (the Digital Services Act). Authorities and courts can reach us at the same address. Our languages of communication are German and English.

Section 16 Final provisions

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

The exclusive place of jurisdiction for all disputes under this contract is Berlin, provided you are a merchant, a legal entity under public law or a special fund under public law.

You may set off against our claims only with claims that are undisputed or have been established by a final court decision. You have a right of retention only in respect of claims under this contract.

We may transfer this contract, on one month notice in text form, to an affiliated company or to an acquirer of the business Steerd belongs to. If you do not agree, you may terminate the contract with effect from the date of the transfer, at any time before it takes effect, and we then refund the fee for time already paid for and not used on a pro rata basis. You may transfer this contract with our agreement in text form, which we will not withhold without good reason.

Individual agreements between you and us always take precedence over these terms (§ 305b of the German Civil Code).

Amendments and additions to this contract must be in text form, including any waiver of this form requirement. The preceding paragraph is unaffected.

If any provision of these terms is or becomes invalid, the remaining provisions stay in force.