ioumi | Terms and Conditions

These terms govern the use of the ioumi platform, both for Sellers and for their End Customers. They are divided into three parts:

Part A contains general provisions that apply to all users of the Platform.
Part B contains special provisions for Sellers who actively use the Platform.
Part C contains provisions for End Customers who conclude contracts with Sellers or make payments via the Platform.

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Part A: General Provisions

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§ 1 Scope of Application and Contracting Parties

(1) These General Terms and Conditions apply to all contractual relationships between ioumi GmbH, Bahnhofstraße 8a, 6922 Wolfurt, Austria, registered in the commercial register (Firmenbuch) of the Regional Court (Landesgericht) Feldkirch under FN 672206p (hereinafter “ioumi”), and the users of the ioumi platform.

(2) Users within the meaning of these Terms are:

Sellers: Entrepreneurs (Unternehmer) within the meaning of § 1 of the Austrian Commercial Code (Unternehmensgesetzbuch, UGB) who register on the ioumi platform and use the platform services.
End Customers: Natural persons or legal entities who conclude contracts with Sellers or make payments to Sellers via the ioumi platform.

(3) Deviating, conflicting or supplementary terms and conditions of Sellers or End Customers shall not become part of the contract unless ioumi expressly agrees to their validity in writing.

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§ 2 Definitions

For the purposes of these Terms:

Platform: The software-as-a-service solution of ioumi accessible at app.ioumi.com and its subdomains (api.ioumi.com, pay.ioumi.com, files.ioumi.com).
Seller: An entrepreneur registered with ioumi who uses the Platform to create contracts and invoices and to process payments.
End Customer: The Seller’s contractual partner who signs contracts or makes payments via the Platform.
Deal: An individually negotiated, digitally signed contract between Seller and End Customer.
Sale: An order processed via the Platform that underlies a Deal or a payment link.
External Payment Service Provider: Stripe Payments Europe Limited, based in Dublin, Ireland, which, as payment service provider, carries out all payment processing via the Platform.
Wallet: The Seller’s account held with the External Payment Service Provider (Stripe Connect Account), in which incoming payments are held before payout.
Dispute: Any objection to a payment raised by the End Customer with their payment service provider or card issuer that results in a provisional or final reversal of the payment amount, in particular chargebacks for card payments and returned direct debits for SEPA direct debits.

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§ 3 Availability and Further Development

(1) ioumi operates the Platform with high availability. Where possible, ioumi carries out maintenance work outside normal business hours and announces plannable maintenance with reasonable advance notice.

(2) ioumi does not owe uninterrupted availability of the Platform or that the Platform is entirely free of errors.

(3) ioumi continuously develops the Platform and is entitled to change, add or replace functions, provided this is reasonable for the Seller and the core functions contractually owed under § 5 are preserved.

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§ 4 Amendments to the Terms

(1) ioumi is entitled to amend these Terms where there are objective reasons for doing so, in particular changes in the legal situation or case law, requirements of the External Payment Service Provider or the card networks, technical developments of the Platform or the closing of regulatory gaps. Amendments that materially shift the contractual balance between performance and consideration (Äquivalenzverhältnis) to the detriment of the Seller (in particular increases in the base fee or the transaction fees during a current contract period) are not covered by the deemed consent (Zustimmungsfiktion) under para. 2 and require the Seller’s express consent.

(2) Amendments shall be notified to Sellers by email to the address stored in the account and shall be deemed accepted if the Seller does not object to them within six weeks of receipt of the notification. In the notification, ioumi shall separately draw the Seller’s attention to this period and to the legal consequences.

(3) In the event of an objection, either party is entitled to terminate the contractual relationship by ordinary termination (ordentliche Kündigung) with a notice period of 30 days.

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Part B: Provisions for Sellers

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§ 5 Scope of ioumi’s Services for Sellers

(1) ioumi provides Sellers with a cloud-based software platform which in particular comprises the following functions:

a)creation of digital contracts with electronic signature and audit trail,
b)creation and sending of invoices and credit notes,
c)processing of payments via the External Payment Service Provider,
d)creation and management of payment links and checkout pages for standardized products,
e)provision of a customer portal for the Seller’s End Customers, to which they gain access via magic links,
f)the Seller’s own branding (logo, colors) on signed documents, invoices, payment and signature pages and emails,
g)payout of amounts received to the bank account stored by the Seller,
h)export functions for invoices, transactions and receipts.

(2) The following are not part of the services:

a)legal advice of any kind,
b)tax advice of any kind,
c)review of the content of contracts, invoices or other documents created by the Seller,
d)identity verification of the Seller’s End Customers,e) collection of receivables or debt collection from defaulting End Customers.

(3) ioumi does not act as a contracting party between Seller and End Customer. The contractual relationship between Seller and End Customer exists exclusively between these two parties.

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§ 6 Registration and Account

(1) Use of the Platform requires registration as a Seller. By registering, the Seller warrants that:

a)the Seller is an entrepreneur within the meaning of § 1 UGB,
b)all information provided during registration is truthful and up to date,
c)the Seller is authorized to represent the company specified.

(2) The Seller is obliged to keep its account data up to date at all times, in particular in the event of changes to its company name, address, VAT identification number (UID-Nummer) or bank details.

(3) The Seller must keep its access credentials secret and protect them against access by third parties. In the event of suspected misuse, ioumi must be informed without undue delay.

(4) A transfer of the account to third parties is only permitted with ioumi’s prior written consent.

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§ 7 KYC and Onboarding with the External Payment Service Provider

(1) Before the first payout, the Seller must fully complete the onboarding with the External Payment Service Provider. This includes in particular the submission of identification and company data to meet the statutory requirements of the payment service provider (Know Your Customer, anti-money laundering).

(2) ioumi does not itself carry out any KYC checks. The review of and the decision on the approval of the payment account lie exclusively with the External Payment Service Provider.

(3) Delays, rejections or suspensions by the External Payment Service Provider are beyond ioumi’s control and do not give rise to any liability of ioumi towards the Seller.

(4) The External Payment Service Provider is entitled, even after onboarding, to request additional information, evidence or verifications at any time and to take measures, in particular suspending or restricting the payment account, withholding payouts or rejecting individual payments or End Customers. ioumi is entitled and, where applicable, obliged to implement such requirements.

(5) The Seller is obliged to provide information and evidence requested by the External Payment Service Provider or by ioumi without undue delay and in full. As long as the Seller fails to comply with this obligation, payouts may be withheld and Platform functions may remain restricted, without ioumi incurring any liability as a result.

(6) Payment processing services for Sellers on ioumi are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a Seller on ioumi, the Seller agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of ioumi enabling payment processing services through Stripe, the Seller agrees to provide ioumi with accurate and complete information about itself and its business, and authorizes ioumi to share this information and transaction information related to its use of the payment processing services provided by Stripe with Stripe.

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§ 8 Pricing Model

(1) ioumi offers the following pricing plans:

a)Free Plan: use of the Platform free of charge with higher transaction fees. Every newly registered Seller is automatically on the Free Plan.
b)Paid plans (Starter, Growth, Scale): monthly or annual base fee with lower transaction fees. The range of functions and the exact conditions can be viewed at ioumi.com/price.
c)Custom plans: individually negotiated conditions for Sellers with special requirements.

(2) The amount of the base fees and of the transaction fees is determined by the price list valid at the time the contract is concluded.

(3) Transaction fees consist of a percentage of the gross transaction amount plus a fixed amount per transaction. The exact amount depends on the payment method and the End Customer’s region.

(4) All prices are exclusive of the statutory value added tax (Umsatzsteuer).

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§ 9 Billing and Payment Processing

(1) Base fee:

a)For a monthly subscription, the base fee is charged monthly in advance.
b)For an annual subscription, the base fee is charged annually in advance.
c)In the event of an upgrade during a current billing period, the difference to the higher base fee is charged pro rata and is due immediately.
d)In the event of a downgrade, the lower package takes effect from the next billing period.
e)The base fee is due for payment on the first day of each billing period and is collected free of charges and deductions via the payment method stored by the Seller. The Seller authorizes ioumi to collect the amounts due.
f)If collection fails for reasons for which the Seller is responsible (e.g. insufficient funds, expired card), ioumi is entitled to make further collection attempts; the Seller shall bear any proven additional costs.

(2) Transaction fees: are deducted directly from the incoming payment for each transaction, before it is credited to the Seller’s Wallet. A monthly overview of all fees incurred is made available to the Seller.

(3) Additional fees:

a)In the case of Disputes, a dispute fee according to the price list is charged in addition to the transaction fee; responsibility for bearing the costs is governed by § 11.
b)Optionally booked service packages (onboarding support, migration, automation) are charged separately as agreed.

(4) VAT treatment:

a)For Sellers based in Austria, the statutory Austrian VAT of currently 20% is charged.
b)For Sellers based in another EU member state with a valid VAT identification number, invoices are issued under the reverse charge procedure without VAT.
c)For Sellers based in a third country, invoices are issued without VAT.

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§ 10 Payout to the Seller

(1) Payouts from the Wallet to the bank account stored by the Seller are made weekly by default after expiry of a holding period of seven days.

(2) ioumi reserves the right to defer the payout in individual cases if:

a)dispute proceedings against the Seller are pending,
b)the External Payment Service Provider blocks the payout or requests additional evidence (§ 7 paras. 4 and 5),
c)there are sufficient indications of a breach of these Terms or of applicable laws.

(3) The amounts in the Wallet are held in accounts of the External Payment Service Provider. This is not a bank account within the meaning of the Austrian Banking Act (Bankwesengesetz).

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§ 11 Disputes, Chargebacks and Negative Wallet

(1) Since the service relationship exists exclusively between Seller and End Customer, the amount of a disputed or charged back payment is debited to the Seller’s Wallet.

(2) ioumi does not contest Disputes; the disputed amount is refunded to the End Customer. The Seller’s underlying claim against the End Customer remains unaffected; the corresponding invoice is deemed unpaid. Further enforcement of the claim against the End Customer is the sole responsibility of the Seller (§ 5 para. 2 lit. e).

(3) The dispute fee according to the price list is borne by the Seller if the Dispute is attributable to the Seller’s sphere, in particular in the case of complaints about the service, unclear statement descriptors or breaches of § 13. If the Dispute is demonstrably based on a technical error of the Platform, ioumi bears the fee.

(4) Negative Wallet: If the Seller’s Wallet becomes negative as a result of Disputes, refunds or other charges, the Seller is obliged to settle the balance. In the onboarding process, the Seller expressly agrees that in this case ioumi may debit the stored bank account to the extent necessary (direct debit to settle the negative balance).

(5) If a direct debit is not possible or is revoked, the outstanding amount must be settled within 14 days of ioumi’s request. In the event of non-payment, ioumi is entitled to take legal action and to terminate the contract by extraordinary termination (außerordentliche Kündigung) in accordance with § 14.

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§ 12 Contract Term and Termination of the Seller Contract

(1) Minimum term:

a)For a monthly subscription, the minimum term is one month.
b)For an annual subscription, the minimum term is twelve months.

(2) Automatic renewal: If the subscription is not cancelled in time, it is renewed for the originally agreed term (month or year).

(3) Cancellation of the subscription by the Seller:

a)The Seller can cancel its paid subscription at any time via the Platform function “Cancel Subscription” with effect from the end of the current billing period.
b)Once the cancellation takes effect, the account automatically reverts to the Free Plan. The account remains active and ongoing contracts with End Customers continue to be processed.

(4) Account deletion by the Seller: The Seller can delete its account completely, provided that no payments from contracts with End Customers are still outstanding. Upon deletion:

a)the connected account with the External Payment Service Provider is deactivated,
b)the data is stored by way of soft delete for the statutory retention period of seven years pursuant to § 132 of the Federal Fiscal Code (Bundesabgabenordnung, BAO),
c)complete deletion is carried out after expiry of the retention period.

(5) Data export before deletion: The Seller can export its data and the End Customer data before deletion. ioumi provides an export function for this purpose.

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§ 13 Obligations of the Seller

(1) The Seller is in particular obliged:

a)To ensure that all content of its contracts, invoices and other documents created via the Platform complies with the law. This includes in particular provisions of civil law, tax law, trade law, data protection law and consumer protection law.

b) In contracts with consumers (B2C), to comply with the relevant consumer protection requirements, in particular regarding information obligations, rights of withdrawal (Widerrufsrechte) and impermissible clauses.

c) To provide its own terms and conditions and privacy notices for its contractual relationships with End Customers, insofar as this is legally required or expedient. ioumi recommends that all Sellers store their own terms and conditions; for contracts with consumers, a separate basis of terms and conditions is generally legally required.

d) To ensure the correct fulfillment of tax obligations towards the tax authorities, in particular VAT treatment, invoice details pursuant to § 11 of the VAT Act (Umsatzsteuergesetz, UStG) and proper bookkeeping.

e) Not to create or send any unlawful, misleading, immoral (sittenwidrig) or indecent content via the Platform.

f) To cooperate with ioumi without undue delay and in full in the review of Disputes or other matters requested by the External Payment Service Provider.

g) To respect the trademark rights and other industrial property rights of third parties. In particular, the Seller may only upload its own or lawfully licensed logos and trademarks.

h) To comply with the GDPR towards its own End Customers on its own responsibility. ioumi processes End Customer data as a processor (see § 17).

i) To agree, in its contractual relationships with End Customers, on payment processing via the payment infrastructure provided by ioumi, including the data processing required for this, and to inform the End Customer about how the electronic signature, the audit trail and the customer portal work.

(2) The Seller shall fully indemnify and hold ioumi harmless (schad- und klaglos halten) against all third-party claims (including those of End Customers, authorities and the External Payment Service Provider) based on a breach of the obligations under this § 13 or on the services and content offered by the Seller. This includes the reasonable costs of legal defense. ioumi shall inform the Seller without undue delay of any claims asserted.

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§ 14 Extraordinary Termination by ioumi

(1) ioumi is entitled to extraordinary termination without notice (außerordentliche fristlose Kündigung) if:

a)the Seller seriously breaches these Terms or applicable law,
b)the External Payment Service Provider blocks the Seller or terminates the cooperation,
c)the Seller disseminates unlawful content via the Platform,
d)there are sufficient indications of money laundering, fraud or other criminal conduct in connection with the use of the Platform,
e)the Seller is placed by the External Payment Service Provider or a card network in a dispute or fraud monitoring program or exceeds the dispute thresholds specified by them and, despite being requested to do so, does not remedy the situation within a reasonable period or fails to provide requested evidence,
f)the Seller is in default with payment obligations towards ioumi for more than 30 days.

(2) In the case of less serious breaches, ioumi will first request the Seller to remedy the breach, setting a deadline of at least 14 days. If the deadline expires without the breach being remedied, ioumi is entitled to extraordinary termination.

(3) In the event of extraordinary termination, pending payouts are retained until all open matters have been clarified.

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§ 15 Custom Plans and Individual Agreements

(1) ioumi and the Seller may enter into agreements deviating from these Terms in the form of an individual offer (side letter, Custom Plan Agreement).

(2) In the event of a conflict between such an individual agreement and these Terms, the provisions of the individual agreement shall prevail.

(3) Insofar as an individual agreement does not contain any deviating provisions, these Terms apply on a supplementary basis.

(4) Individual agreements may in particular include deviating base fees, transaction fees, payout cycles, service packages or billing outside the Platform (e.g. by separate invoice from ioumi to the Seller).

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§ 16 Service Packages and Subcontractors

(1) ioumi offers optional service packages subject to a fee, in particular on the following topics:

a)onboarding support,
b)data migration from other systems,
c)setting up automations and integrations.

(2) ioumi is entitled to use subcontractors to provide service packages, in particular lab01 GmbH. In all cases, ioumi GmbH remains the Seller’s contractual partner.

(3) ioumi is liable for its subcontractors as for its own vicarious agents (Erfüllungsgehilfen).

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§ 17 Data Processing and Processing on Behalf of the Seller

(1) ioumi processes personal data that the Seller processes in the course of its use of the Platform (in particular End Customer data) exclusively on behalf of the Seller. The Seller is the controller within the meaning of the GDPR, ioumi is the processor pursuant to Art. 28 GDPR.

(2) By accepting these Terms, the Seller concludes with ioumi the data processing agreement (DPA, Auftragsverarbeitungsvertrag) published at ioumi.com/legal/dpa. The DPA forms part of these Terms.

(3) The Seller’s own personal data (account data, onboarding information, KYC data) are processed by ioumi as an independent controller. The details are described in ioumi’s privacy policy at ioumi.com/legal/privacy.

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§ 18 Platform Branding

(1) Sellers can store their own branding (logo, colors) on the Platform. The branding is displayed on:

a)contracts and contract documents,
b)invoices and credit notes,
c)signature pages,
d)payment and checkout pages,
e)emails to the Seller’s End Customers,
f)the End Customers’ customer portal pages.

(2) Emails to End Customers are sent via the domain no-reply@ioumi.com. The Seller’s name is displayed as the sender name. The support address stored by the Seller is used as the reply-to address. A complete white-label solution with its own domain is not part of the scope of services.

(3) The notice “Powered by ioumi” remains visible on signed documents, checkout pages and in the customer portal.

(4) The Seller grants ioumi the non-exclusive right, limited in time to the term of the contract, to use its logo and trademarks to the extent necessary to provide the Platform services.

(5) ioumi may name the Seller with its company name and logo as a reference customer, provided the Seller has given its prior consent. Consent may be given informally (e.g. by email) and may be revoked at any time with effect for the future. Case studies and testimonials require separate consent.

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Part C: Provisions for End Customers

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§ 19 Contractual Relationship

(1) The contract for the services offered by the Seller is concluded exclusively between Seller and End Customer. ioumi does not become a party to this service contract. Complaints, warranty claims, rights of rescission and withdrawal and other claims arising from the service contract must be asserted directly against the Seller.

(2) By ticking the corresponding checkbox on the signature or payment page, a free-of-charge user relationship concerning the purely technical use of the Platform (electronic signature, payment processing, customer portal) is established between ioumi and the End Customer, to which the provisions of this Part C apply.

(3) Beyond the user relationship under para. 2, the use of the Platform does not give rise to any obligations of the End Customer towards ioumi. Obligations of the End Customer in connection with the service arise exclusively from the End Customer’s contract with the Seller and from mandatory law.

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§ 20 Electronic Signature and Audit Trail

(1) Contracts between Sellers and End Customers are signed electronically via the Platform. The signature is made by hand-drawn input or by entering the name in the field provided for this purpose after ticking the required checkbox.

(2) This is a simple electronic signature within the meaning of Regulation (EU) No 910/2014 (eIDAS Regulation).

(3) In order to secure the evidential value of the electronic signature, ioumi logs the following data (audit trail):

a)IP address of the End Customer,
b)timestamp of the signature,
c)user agent (browser, operating system),
d)version of the accepted documents (contract, the Seller’s terms and conditions, ioumi’s terms of use and privacy notices),
e)hash value of the contract document at the time of signature,
f)email address to which the contract was sent.

(4) The audit trail is stored together with the signed contract document for the duration of the statutory retention obligation.

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§ 21 Customer Portal and Magic Link Authentication

(1) Via the customer portal, End Customers have access to:

a)their current and past contracts,
b)their invoices and payment confirmations,
c)the status of ongoing payment plans,
d)the management of their payment methods.

(2) Authentication to the customer portal is by magic link. The End Customer enters their email address and receives a one-time login link by email. Clicking the link logs the End Customer directly into the customer portal.

(3) Magic links are valid only once and for a limited period. After expiry or use, the link is automatically invalidated.

(4) Magic links are personal access links and must not be passed on to third parties, as third parties would thereby gain access to the End Customer’s customer portal. ioumi and the Seller are liable for damage resulting from disclosure by the End Customer only in accordance with § 25.

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§ 22 Payment Processing

(1) All payments between End Customer and Seller are processed via the External Payment Service Provider.

(2) When a payment is created, the End Customer enters their payment data (card information, SEPA direct debit data) directly with the External Payment Service Provider. ioumi has no access to complete card or account data at any time.

(3) In the course of payment processing, data is transmitted to the External Payment Service Provider. Details of the data processing can be found in ioumi’s privacy policy and in the privacy policy of the External Payment Service Provider.

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§ 23 Responsibility for Contract Content

(1) ioumi does not review the content of the contracts concluded between Seller and End Customer.

(2) All rights and obligations arising from the service contract are directed exclusively against the Seller as the End Customer’s contractual partner.

(3) ioumi mediates between End Customer and Seller only if this is expressly agreed in the individual case.

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§ 24 Platform Availability for End Customers

(1) ioumi endeavors to ensure high availability of the Platform, but within the free-of-charge user relationship does not owe the End Customer any particular availability or functionality.

(2) In the event of technical faults affecting access to contracts, making payments or the use of the customer portal, the End Customer may contact the Seller. The Seller will clarify the matter with ioumi where necessary.

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Part D: Common Final Provisions

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§ 25 Liability

(1) ioumi is liable without limitation for intent and gross negligence and for injury to life, body and health.

(2) Towards Sellers, ioumi is liable for slight negligence only in the event of a breach of essential contractual obligations (cardinal obligations, Kardinalpflichten), limited to the damage typically foreseeable for this type of contract. In the event of a breach of ancillary obligations (Nebenpflichten), liability is furthermore limited in amount to twelve times the monthly base fee of the plan current at the time of the damaging event; for Sellers on the Free Plan, liability in these cases is limited to a total of €250.00 per calendar year.

(3) Towards End Customers, ioumi’s liability within the free-of-charge user relationship (§ 19 para. 2) is excluded for slight negligence; liability under para. 1 remains unaffected.

(4) ioumi is not liable for:

a)loss of profit, indirect damage or consequential damage, unless there is intent or gross negligence,
b)data loss, insofar as the Seller has not made use of the option of regularly backing up its data via the export function provided,
c)the content of contracts, invoices or other documents created by Sellers,
d)tax consequences of the Seller’s activities,
e)bad debt losses of the Seller in relation to its End Customers,
f)acts, omissions, delays or suspensions by the External Payment Service Provider, insofar as ioumi is not at fault in selecting or supervising it (Auswahl- oder Überwachungsverschulden) and the External Payment Service Provider is not guilty of intent or gross negligence,
g)failures of third-party services beyond ioumi’s control, in particular internet and telecommunications outages and browser errors of the user; for service providers integrated by ioumi, lit. f applies accordingly.

(5) Liability under mandatory statutory provisions, in particular under the Austrian Product Liability Act (Produkthaftungsgesetz), remains unaffected.

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§ 26 Intellectual Property Rights

(1) All rights to the ioumi Platform, including software, source code, design, trademarks and domains, remain with ioumi or ioumi’s licensors.

(2) For the duration of the contractual relationship, the Seller receives a non-exclusive, non-transferable right to use the Platform for its intended purpose.

(3) Content created by the Seller (contract texts, templates, logos, branding elements) remains the property of the Seller. The Seller grants ioumi the rights of use required to provide the Platform services.

(4) Reverse engineering, decompilation or any other examination of the Platform software is only permitted in the cases in which this is mandatorily permitted by law.

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§ 27 Governing Law and Place of Jurisdiction

(1) All legal relationships between ioumi and users are governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law. Towards consumers, this applies only insofar as it does not conflict with mandatory provisions of the law of the state in which the consumer has their habitual residence.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Dornbirn, Austria, provided the user is an entrepreneur.

(3) In disputes with consumers, the statutory place of jurisdiction remains unaffected.

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§ 28 Final Provisions

(1) Text form: Amendments and additions to these Terms require text form (Textform). This also applies to any waiver of this text form requirement.

(2) Prohibition of transfer: Any transfer of rights or obligations under this contract by the Seller to third parties requires ioumi’s prior written consent. This does not apply to the assignment of monetary claims (§ 1396a General Civil Code (ABGB)).

(3) Severability clause: Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. Towards entrepreneurs, the invalid or unenforceable provision shall be replaced by the valid and enforceable provision that comes closest to the economic purpose of the invalid provision.

(4) Language: These Terms are provided in German and English. The English version is for information purposes only. Only the German version is legally binding.