Terms of Service — Website and Contract (AGB)
§ 1 Scope of application and subject matter of the contract
(1) These Terms of Service (“Terms” / “AGB”) govern all contracts concerning the use of the RoomBase software-as-a-service platform between
Acta Design Solutions (sole proprietorship / Einzelunternehmen)
Owner / represented by Riccardo Matrone
Sömmerringstraße 25
55118 Mainz, Germany
Not entered in the commercial register (not registerpflichtig)
VAT ID (USt-IdNr.): DE369501625
Email: booking@roombase.cloud
Phone: +49 156 79830256
(hereinafter the “Provider”)
and the respective customer (hereinafter the “Customer”).
(2) These Terms govern use of the website https://roombase.cloud as well as the conclusion and performance of the subscription contract with the contracting customer, in particular prices, trial period, payment via Stripe, contract term, and contract formation. They are not the in-app product handbook.
(3) Product use of the web application (the App) is additionally governed by the Product Terms at https://app.roombase.cloud/terms.
(4) RoomBase is a cloud-based software for managing and booking rooms and other bookable spaces in hubs (e.g. coworking spaces, shared offices, corporate sites), including in particular calendar/booking functions, approval workflows, quotas, invitations of tenant companies, optional floor-plan display, QR check-in, and billing administration via Stripe.
(5) These Terms are directed primarily at entrepreneurs within the meaning of section 14 of the German Civil Code (BGB) (B2B). If the Customer concludes the contract as a consumer within the meaning of section 13 BGB, mandatory consumer protection provisions take precedence; conflicting clauses in these Terms shall to that extent not apply.
(6) Deviating, conflicting, or supplementary general terms and conditions of the Customer become part of the contract only if the Provider has expressly agreed to their applicability in text form (Textform).
(7) Individual agreements (e.g. Enterprise contract, Order Form, SLA) prevail over these Terms in the event of a conflict.
§ 2 Formation of the contract
(1) The presentation of RoomBase on the website does not constitute a binding offer, but an invitation to make an offer (invitatio ad offerendum).
(2) The contract is formed when the Customer
- a) creates a user account or sets up a hub, and
- b) accepts these Terms (as well as the Privacy Policy) in the course of registration and/or checkout,
and the Provider activates access to the Service or accepts the order via the payment service provider. Acceptance may also occur by providing access or by commencement of the trial period.
(3) The Customer warrants that the data provided upon registration and checkout are accurate and complete and that the Customer is authorized to act for the organization stated.
(4) For Enterprise services, the contract is formed by a separate written or text-form agreement (e.g. offer and acceptance, Order Form).
§ 3 Description of services and availability
(1) The Provider makes RoomBase available to the Customer for the term of the contract as software-as-a-service over the Internet for use. There is no entitlement to delivery of the software for local installation.
(2) The specific feature set is determined by the plan booked by the Customer (Starter, Growth, Scale, or Enterprise) and the current service description on the website or in the application. The Provider may adjust the feature set in the course of further development, provided that the essential core functions for the booked plan are retained or a reasonable alternative is provided.
(3) The Provider endeavors to ensure availability that is as uninterrupted as possible. There is no entitlement to a specific availability level (SLA) except to the extent expressly committed for the respective plan or in a separate Enterprise agreement. Maintenance windows, security updates, and disruptions of third parties (e.g. cloud infrastructure, authentication or payment service providers) may impair availability.
(4) Unless otherwise agreed, support is provided by email to booking@roombase.cloud or via the channels indicated in the application, during the Provider’s ordinary business hours, without fixed response times (except for separately agreed Priority/Enterprise support).
§ 4 User accounts, hubs, and tenant companies
(1) A user account is required for use. The Customer is responsible for keeping access credentials confidential and for all actions taken under the Customer’s account, to the extent the Customer is at fault.
(2) RoomBase distinguishes in particular between
- a) Hub operators / hub admins (management of rooms, policies, approvals, billing) and
- b) Tenant companies (organizations invited into a hub that book there with their own members, invitations, quotas, and data isolation).
(3) The hub operator is responsible for ensuring that only authorized persons obtain access, that roles and permissions are assigned correctly, and that use within the hub is lawful (including obtaining consents/providing information to the operator’s own end users where required).
(4) The Customer must not share access with unauthorized third parties. The Provider may suspend access if there are indications of misuse or a material security risk.
§ 5 Trial period
(1) A trial is not granted automatically to every new hub or signup. A 14-day trial period with the feature set and quotas of the Starter plan may be granted when RoomBase issues access or an invitation link. Unless otherwise indicated, the trial comprises that Starter scope.
(2) After the trial expires, a paid subscription is required for continued use. Without a subscription, the Provider may restrict access to paid features or place the hub in a limited state.
(3) A trial does not create an entitlement to ongoing free service. The Provider may change or discontinue trial conditions; ongoing trials that have already commenced remain unaffected, unless important reasons (security, misuse, legal violation) require otherwise.
§ 6 Plans, prices, and scope of services
(1) RoomBase is offered in the self-serve plans Starter, Growth, and Scale, and optionally as Enterprise. Prices are stated in euros and are exclusive of statutory VAT, where VAT applies.
(2) Unless otherwise indicated on the website/in the app or in an individual agreement, the following fees and quotas apply (as per the product-side billing catalog):
- Starter — Monthly: €99 — Annual: €990 — Rooms incl.: 8 — Tenant companies incl.: 15 — Hubs: 1
- Growth — Monthly: €199 — Annual: €1,990 — Rooms incl.: 20 — Tenant companies incl.: 40 — Hubs: 1
- Scale — Monthly: €399 — Annual: €3,990 — Rooms incl.: 50 — Tenant companies incl.: 80 — Hubs: 1
- Enterprise — Monthly: custom — Annual: custom — Rooms incl.: custom — Tenant companies incl.: custom — Hubs: multiple possible
(3) Annual prices equal ten times the monthly price (a two-month price advantage compared with 12 × monthly).
(4) Additional tenant companies beyond the plan quota may be booked as an add-on: €5/month or €50/year per additional tenant company, provided an active paid subscription exists. Additional rooms are not sold individually; a plan upgrade is required for that purpose.
(5) The feature set of the plans (e.g. recurring bookings, QR check-in, floor plans, company quotas, analytics, data export) follows from the then-current product description. The plan recorded in the billing system is decisive for feature entitlement.
(6) Promotional offers (e.g. Founder Plan) apply only for the period and scope indicated in each case and may be limited in quantity. Unless otherwise agreed, after the promotion ends the regular prices of the then-applicable plan apply.
(7) The Provider may adjust prices for new billing periods with reasonable advance notice in text form (email or notice in the app). If the Customer does not object and does not terminate as of the effective date, the adjustment is deemed accepted for subsequent periods; this will be pointed out in the notice. For the current, already paid billing period, the agreed price remains decisive.
§ 7 Contract term, termination, upgrades, and downgrades
(1) The subscription runs for an indefinite term or for the selected billing period (monthly or annual) and renews automatically for the respective period unless terminated in due time.
(2) The Customer may terminate the subscription at any time effective as of the end of the current billing period via the billing functions in the application (Stripe Customer Portal / Billing) or in text form toward the Provider. Termination takes effect at the end of the period; until then, access remains available in the booked scope.
(3) There is no entitlement to a pro-rata refund for a billing period that has already begun, unless mandatory law requires otherwise or the Provider fails to provide the service.
(4) Upgrades may take effect immediately; billing is prorated or follows the rules of the payment service provider. Downgrades generally take effect at the start of the next period. If after a downgrade existing resources (rooms/tenant companies) exceed the new quota, the Provider may require the Customer to adjust the inventory; otherwise use may be restricted.
(5) The Provider may terminate the contract extraordinarily for good cause (wichtiger Grund), in particular in the event of a material breach of duty, payment default despite reminder, abusive use, or endangerment of system security. In such cases, access may be suspended immediately.
§ 8 Payment, payment service provider, default
(1) Billing for self-serve plans is processed via the payment service provider Stripe. For this purpose, the Customer completes the steps required for payment processing at checkout and stores a valid means of payment.
(2) The contractual relationship concerning payment processing between the Customer and Stripe is governed by Stripe’s terms. The Provider is not a party to the Stripe customer relationship; Stripe does not replace these Terms as the contractual basis for SaaS use.
(3) Invoices / payment receipts are provided electronically. The Customer consents to electronic invoicing.
(4) In the event of failed payment, the Provider may, at its reasonable discretion, issue reminders, temporarily restrict access, or terminate after a reasonable period. Statutory consequences of default remain unaffected.
(5) The Customer has a right of set-off or retention only to the extent the counterclaim has been finally adjudicated, is undisputed, or has been acknowledged by the Provider, or to the extent it arises from the same contractual relationship.
§ 9 Rights of use
(1) For the term of the contract, the Provider grants the Customer a simple, non-exclusive, non-transferable, non-sublicensable right to use RoomBase within the contractually contemplated scope for the Customer’s own business purposes.
(2) The Customer receives no rights in source code, trademarks, designs, or other intellectual property of the Provider. Trademarks and designations of RoomBase may not be used without prior consent, except to the extent technically required for intended use.
(3) Making the Service available to third parties, resale, or use as a white-label offering for third parties is not permitted without the Provider’s prior consent in text form, unless the plan expressly provides for this (e.g. the hub model with tenant companies within a hub).
§ 10 Customer obligations and acceptable use
(1) The Customer uses RoomBase only in accordance with applicable law and these Terms.
(2) The following in particular is prohibited:
- a) use for unlawful purposes;
- b) unauthorized access to third-party data, hubs, or functions;
- c) impairment or overloading of systems (including automated attacks);
- d) circumvention of technical protective measures or plan limits;
- e) introduction of malware;
- f) mass unsolicited sending of messages via the Service;
- g) reverse engineering, except to the extent mandatorily permitted by law.
(3) The Customer ensures that content uploaded by the Customer or the Customer’s users (texts, names, floor plans, files, etc.) does not infringe third-party rights and does not contain unlawful content.
(4) The Customer is solely responsible for compliance with space-, employment-, tenancy-, and data-protection requirements in the Customer’s hub (RoomBase is a tool for organizing bookings and does not replace legal reviews on site).
§ 11 Customer content and data
(1) Content and data that the Customer or the Customer’s users upload to RoomBase (“Customer Content”) remain with the Customer or the rightful owners. The Provider receives the rights of use in the Customer Content that are necessary for operation, backup, support, and contractual performance.
(2) The Customer grants the Provider the right to process Customer Content technically (host, store, transmit, back up, display) to the extent required for the Service.
(3) After the end of the contract, the Provider will delete or anonymize Customer Content within 30 days, unless statutory retention obligations require otherwise. Upon request within that period, the Provider will, within reasonable limits, support export of available data (to the extent the plan feature provides for this or it is technically possible).
§ 12 Data protection and data processing
(1) The Provider processes personal data as described in the Privacy Policy at https://roombase.cloud (path /[lang]/privacy).
(2) Where the Provider processes personal data on behalf of the Customer (typically in B2B use involving the Customer’s end-user data), the parties will, upon request, conclude a data processing agreement (DPA / AVV) pursuant to Article 28 GDPR (DSGVO). Until a DPA is concluded, the data-protection obligations under law and the Privacy Policy apply; the Customer may restrict use until the DPA is in place.
(3) Authentication may be provided via third parties (currently including WorkOS AuthKit); backend/infrastructure providers (e.g. Convex) and the payment service provider (Stripe) are used as processors or independent controllers, as applicable under data-protection law. Details follow from the Privacy Policy and the DPA.
§ 13 Duties to cooperate
The Customer provides the prerequisites required for use (in particular Internet access, current browsers, correct organization and user data) and cooperates to a reasonable extent in reporting errors (comprehensible description, reproduction steps).
§ 14 Warranty
(1) The Provider owes the provision of RoomBase in a quality suitable for contractual use. The Provider will remedy defects within a reasonable period, at its option by repair or replacement provision.
(2) Immaterial deviations from the service description do not constitute a defect. Temporary disruptions within the meaning of § 3(3) are not a defect to the extent the Provider is not responsible for them or they are only immaterial.
(3) The Customer must report defects in text form without undue delay after discovery.
(4) For consumers, the statutory warranty rights remain unaffected.
§ 15 Liability
(1) The Provider is liable without limitation
- a) in cases of intent and gross negligence,
- b) for injury to life, body, or health,
- c) under the provisions of the German Product Liability Act (Produkthaftungsgesetz), and
- d) to the extent of an assumed guarantee.
(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal duty) the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the Customer may regularly rely, the Provider’s liability is limited to the foreseeable damage typical for the contract.
(3) Otherwise, liability for slight negligence is excluded.
(4) The limitations of liability also apply for the benefit of the Provider’s legal representatives, employees, and vicarious agents (Erfüllungsgehilfen).
(5) The Provider is not liable for decisions that the Customer makes on the basis of booking, utilization, or analytics data, nor for conflicts between hub operator and tenant companies or end users among themselves.
§ 16 Indemnification
The Customer indemnifies the Provider against third-party claims arising from Customer Content or from the use of RoomBase by the Customer or the Customer’s users infringing third-party rights or applicable law, to the extent the Customer is at fault. The Provider will inform the Customer without undue delay of such claims and enable the Customer to defend them to a reasonable extent.
§ 17 Changes to the Terms
(1) The Provider may amend these Terms if there is a valid reason (e.g. change in law, case law, security requirements, expansion of the service portfolio, technical further development) and the change is reasonable for the Customer taking into account the Provider’s interests.
(2) Changes will be notified to the Customer in text form at least four weeks before they take effect. If the Customer does not object before the effective date and does not terminate, the amended Terms are deemed accepted; this will be specifically pointed out in the notice. In the event of an objection, the Provider may terminate the contract as of the change date.
(3) Unaffected by paragraphs (1) and (2) are changes that introduce only new features without disadvantages for the Customer or that are purely editorial.
§ 18 Confidentiality
Both parties treat non-public business and trade secrets of the other party as confidential and use them only for performance of the contract, unless statutory disclosure obligations exist.
§ 19 Force majeure
Neither party is liable for delays or impossibility resulting from force majeure or other events beyond its control (e.g. natural disasters, war, terror, industrial action, failure of networks or cloud regions of material infrastructure providers), provided these are not attributable to the respective party. If the event lasts longer than 30 days, either party may terminate the affected part of the contract.
§ 20 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is Mainz. Mandatory statutory places of jurisdiction remain unaffected.
(2) The place of performance for the Provider’s services is Mainz.
(3) If any provision of these Terms is invalid or unenforceable, the validity of the remaining provisions remains unaffected. The parties will replace the invalid provision with a valid one that most closely approximates the economic purpose. The same applies to gaps in the Terms.
(4) The Customer may transfer rights and obligations under this contract to third parties only with the Provider’s prior consent in text form, except in the context of universal succession (Gesamtrechtsnachfolge).
(5) These Terms are authoritative in the German language. Any translations are for guidance only; in the event of inconsistencies, the German version prevails.
Contact
Questions about these Terms: booking@roombase.cloud
Data protection: booking@roombase.cloud