Terms of Service

These Terms of Service ("Terms") govern the use of the software-as-a-service product driply ("Service") provided by Björn Schwenzer, sole proprietor, trading as nightworks, Wengenrothstr. 19, 61250 Usingen, Germany ("Provider", "we", "us").

1. Scope; business customers only

1.1 These Terms apply to all contracts concluded between the Provider and a customer ("Customer", "you") for the use of the Service.

1.2 The Service is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity acting in the exercise of their trade, business or profession, as well as at legal entities under public law. The Service is not offered to, and may not be used by, consumers (§ 13 BGB). By registering, you confirm that you are acting as an entrepreneur.

1.3 Conflicting, deviating or supplementary terms and conditions of the Customer do not become part of the contract, even if we do not expressly object to them and render the Service without reservation, unless we have expressly agreed to their validity in writing.

2. Subject matter of the contract; nature of the Service

2.1 The Service is a SaaS application for software-access governance and software-register management. It helps the Customer record the tools it uses, route and document access requests and approvals, keep an audit trail, and (where the Customer connects them) synchronise identity sources such as Google Workspace and route requests via Slack.

2.2 Important — the Service is a record-keeping, workflow and documentation tool, not an execution tool. Unless and to the extent expressly described otherwise for a specific feature, driply does not itself grant, provision, revoke or remove access to the Customer's third-party tools. Actual provisioning and de-provisioning of access, and the underlying access decisions, remain the Customer's responsibility; driply records the Customer's own attestations of those actions. AI-assisted features are assistive only and never grant, revoke or approve access autonomously.

2.3 A precise, binding description of the Service's functional scope results from the product description applicable at the time the contract is concluded (including the description of the respective plan). We may further develop and improve the Service (see § 7).

3. Conclusion of contract

3.1 The presentation of the Service does not constitute a binding offer. By registering for an account and/or selecting a plan, you submit a binding offer to conclude a contract. The contract is concluded when we activate your account or the selected plan, or by our confirmation.

3.2 Account registration requires accurate and complete information. You are responsible for keeping your registration data current.

4. Plans; free tier

4.1 The Service is offered in different plans, including a free plan with limited functionality and usage limits, and paid plans billed monthly or yearly. The functions and limits of each plan follow from the applicable product/plan description.

4.2 We may change the features and limits of the free plan, or discontinue it, at any time with reasonable notice. For paid plans, § 7 and § 14 apply.

5. Fees and payment via Merchant of Record (Polar)

5.1 Fees for paid plans are stated in the applicable plan description at the time of purchase, exclusive of any applicable statutory taxes unless stated otherwise.

5.2 Paid subscriptions are sold and billed through our payment provider Polar (Polar Software, Inc.), acting as Merchant of Record. This means Polar is the seller of record for the payment transaction: Polar operates the checkout, collects payment, issues the invoice and is responsible for calculating, collecting and remitting applicable VAT, GST and sales tax (including EU B2B reverse charge where applicable). When you purchase a paid plan, the payment transaction is additionally subject to Polar's applicable buyer/customer terms. You are responsible for providing accurate billing information, including a valid VAT identification number where you wish reverse-charge treatment to apply.

5.3 Subscriptions are billed in advance for the selected billing period (monthly or yearly). Unless cancelled in accordance with § 14, a subscription renews automatically for a further period of the same length at the then-current price.

5.4 We may change the prices for paid plans for future billing periods. We will notify you of any price change in text form at least 30 days before it takes effect. If you do not agree to the change, you may terminate the affected subscription with effect from the end of the current billing period; otherwise the changed price applies from the next renewal.

5.5 If a due payment fails or is not made, we (or Polar on our behalf) may, after reasonable notice, suspend or restrict access to the paid functions until payment is received. Statutory rights remain unaffected.

6. Customer obligations and responsibilities

6.1 You must use the Service only in accordance with these Terms and applicable law.

6.2 You are responsible for the personal data and other content you enter into or import into your workspace ("Customer Data"). In particular, you must ensure that you have a valid legal basis to process the data of your employees, team members and other individuals in driply, and that you comply with all information and other obligations owed to those individuals. With respect to Customer Data, you are the controller and we are your processor (see § 10).

6.3 You are responsible for your users and administrators, for the confidentiality of access credentials, and for configuring the Service (including any connected integrations) appropriately for your environment.

6.4 You must not misuse the Service, in particular not: circumvent or test security measures without authorisation; upload malicious code; use the Service to infringe third-party rights; or impair the integrity or availability of the Service.

7. Further development and changes to the Service

We continuously develop the Service and may modify, add or remove features. We will not materially reduce the core functionality owed under a paid plan during a paid billing period to the Customer's significant disadvantage without reasonable cause; where a change materially impairs the agreed functionality of a paid plan, the Customer may terminate the affected subscription with effect from the date the change takes effect.

8. Availability; maintenance

8.1 We strive for high availability of the Service but, save where an explicit service-level agreement has been concluded in text form, do not warrant uninterrupted or error-free availability.

8.2 Availability does not include: (a) planned maintenance, which we will schedule, where reasonably possible, outside typical business hours and announce in advance where appropriate; (b) downtime caused by force majeure or by circumstances outside our reasonable control (including failures of upstream providers, networks or third-party integrations); and (c) downtime attributable to the Customer or to third-party services the Customer connects.

8.3 The free plan and any features designated as "beta", "preview" or similar are provided "as is" for evaluation and may be changed or withdrawn at any time; statutory warranty for such features is excluded to the extent legally permissible.

9. Defects (warranty)

9.1 The provision of the Service for a fee is governed by the law on lease/rental of the German Civil Code (§§ 535 ff. BGB), with the following modifications which apply only to entrepreneurs.

9.2 The strict, fault-independent liability for defects existing at the time of conclusion of the contract under § 536a (1), first alternative, BGB is excluded; our liability for defects otherwise follows § 11.

9.3 You must notify us of defects without undue delay in text form with a comprehensible description. We will remedy reproducible, significant defects within a reasonable period.

10. Data protection

10.1 We process personal data in accordance with our Privacy Policy.

10.2 Insofar as we process personal data on your behalf as part of the Service (Customer Data, see § 6.2), we do so as your processor. The parties shall conclude a data processing agreement (Auftragsverarbeitungsvertrag, Art. 28 GDPR) which forms part of the contract. In case of conflict between that agreement and these Terms regarding the processing of Customer Data, the data processing agreement prevails.

11. Limitation of liability

11.1 We are liable without limitation for damages: (a) arising from injury to life, body or health caused by a breach of duty by us, our legal representatives or vicarious agents; (b) caused intentionally or by gross negligence; (c) under the German Product Liability Act (Produkthaftungsgesetz); (d) to the extent we have given a guarantee; and (e) in cases of fraudulent concealment of a defect.

11.2 In the event of a slightly negligent breach of a material contractual obligation (an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer regularly relies and may rely), our liability is limited to the foreseeable damage typical for this type of contract.

11.3 Any further liability for slight negligence is excluded.

11.4 The limitations in §§ 11.2 and 11.3 also apply in favour of our legal representatives, employees and vicarious agents.

11.5 In view of § 2.2, we are in particular not liable for damage resulting from the Customer's own access decisions, from the Customer's failure to actually provision or de-provision access in its third-party tools, or from the inaccuracy of attestations made by the Customer or its users.

11.6 For the loss of data, our liability under §§ 11.1–11.2 is limited to the typical recovery effort that would have arisen had the Customer maintained regular, risk-appropriate backups of its data. The Customer is responsible for exporting and backing up Customer Data at appropriate intervals.

12. Intellectual property; rights to the software and to Customer Data

12.1 All rights to the Service, including the software, its design and documentation, remain with the Provider or its licensors. For the term of the contract, the Customer receives a non-exclusive, non-transferable right to use the Service as intended within the scope of the selected plan.

12.2 Customer Data remains the property of the Customer. The Customer grants us the rights necessary to provide the Service (in particular to host, process, transmit and display Customer Data for that purpose), the rights necessary to create aggregated, anonymised statistics, and the rights necessary to use non-personal information about the third-party tools and applications recorded in the workspace (such as the tool's name, vendor, website/domain and category, but not the people, access grants, requests, approvals or notes associated with it) to maintain and improve our generic, built-in catalogue of tools and templates — in each case as described in our Privacy Policy and in the data processing agreement.

13. Confidentiality

Each party shall keep confidential the other party's confidential information disclosed in connection with the contract and use it only for the purposes of the contract. This does not apply to information that is publicly available, lawfully known from another source, or required to be disclosed by law or authority. Our use of non-personal tool and application information for our generic catalogue, as permitted under § 12.2 and described in the Privacy Policy, is an agreed purpose of the contract and does not breach this clause.

14. Term and termination

14.1 The free plan runs for an indefinite term and may be terminated by either party at any time.

14.2 Paid subscriptions run for the selected billing period and renew automatically (§ 5.3). They may be terminated with effect from the end of the current billing period; cancellation is effected through the account/Polar customer portal or in text form. To prevent the next renewal, cancellation must be received before the end of the current period.

14.3 The right of each party to terminate the contract for good cause (außerordentliche Kündigung) without notice remains unaffected. Good cause exists for us in particular in the event of a serious breach of § 6 by the Customer that is not cured within a reasonable period after warning.

14.4 Terminations must be made in text form (e.g. email) to be effective, unless effected via an in-product cancellation function.

15. Data export and deletion after termination

15.1 The Service provides a self-service export function (including export of the audit trail) that is available at any time while the contract is in effect. The Customer is responsible for exporting any Customer Data it wishes to retain before the contract ends.

15.2 Cancellation of a paid subscription takes effect at the end of the current billing period (§ 14.2). Until that time, the Customer retains access to the Service and the export function.

15.3 Upon the contract ending, the Customer's access to the Service ends and we will delete the Customer Data promptly thereafter, subject only to (a) the routine expiry of data held in backups and (b) statutory retention obligations (in particular for billing and accounting records). The Customer's data-protection right to have data returned (Art. 28 (3) (g) GDPR) is satisfied by the self-service export function available during the term.

15.4 Where we terminate the contract for good cause (§ 14.3), or where the Customer's access otherwise ends without the Customer having had a reasonable opportunity to export, we will — upon the Customer's request made without undue delay — provide a reasonable opportunity of at least 14 days to export the Customer Data before deletion.

15.5 Self-service deletion of the organization. An administrator may delete the entire organization at any time via the in-product function. On deletion the organization is locked immediately and its integration connections are revoked; the Customer Data and all member logins are then permanently and irreversibly erased after a 10-day grace period, subject only to backup expiry and statutory retention (§ 15.3). During the grace period an administrator may restore the organization. The Customer remains responsible for exporting any data it wishes to retain (§ 15.1) before initiating deletion.

15.6 The deletion and return of Customer Data processed on the Customer's behalf is further governed by the data processing agreement (§ 10.2).

16. Final provisions

16.1 Changes to these Terms. We may amend these Terms with effect for the future where there is a valid reason (e.g. changes in the legal situation, in case-law, or in the Service). We will notify the Customer of the amended Terms in text form at least 30 days before they take effect. The amendments are deemed approved unless the Customer objects in text form before they take effect; we will point this out separately in the notice. If the Customer objects, each party may terminate the contract with effect from the date the amendments would take effect.

16.2 Offsetting / retention. The Customer may only offset against undisputed or legally established claims and may only assert a right of retention based on claims arising from the same contractual relationship.

16.3 Governing law. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

16.4 Place of jurisdiction. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main, Germany, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. We also remain entitled to bring proceedings at the Customer's general place of jurisdiction.

16.5 Text form. Amendments and supplements to the contract must be in at least text form. This also applies to any waiver of this text-form requirement.

16.6 Severability. Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall not be affected.

16.7 Language. These Terms are drawn up in English. No German-language version is provided; the English version is binding.

Effective date: 12 June 2026.