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General Terms and Conditions of IT-Direkt Business Technologies GmbH

  1. General provisions
    1. Scope of application and subject matter of the contract
      1. These general terms and conditions (hereinafter referred to as "GTC") apply to all contracts between IT-Direkt Business Technologies GmbH, Aroser Allee 66, 13407 Berlin, Germany (hereinafter referred to as "Raindancer") and the contractual partner (hereinafter referred to as "Customer"; both jointly also referred to as "Parties") for the purchase of Raindancer hardware products (hereinafter referred to as "Hardware") and the rental of Raindancer software (hereinafter referred to as "Raindancer Software") as Software-as-a-Service (hereinafter referred to as "SaaS").
      2. Our product range is aimed exclusively at entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB) (i.e. natural or legal persons or partnerships with legal capacity who, when concluding the transaction, are acting in the exercise of their commercial or independent professional activity) as well as legal entities under public law and special funds under public law.
      3. Any general terms and conditions of the customer shall only become part of the contract if Raindancer expressly agrees to them. The inclusion of the customer's general terms and conditions is hereby expressly rejected.
      4. Raindancer reserves the right to amend these General Terms and Conditions of Use and Business at any time, with effect also within the existing contractual relationship. Amendments or additions to these Terms of Use shall be announced by notification via email. The amendments or additions to the Terms of Use shall be deemed approved if the customer does not object within four weeks of notification. The customer will be specifically informed of this consequence upon notification. If a customer objects to the change or addition, use may be terminated.
      5. These General Terms and Conditions can be accessed, saved and printed at any time in their current version at https://www.it-direkt.de/agb.
    2. Conclusion of contract
      1. The presentation of services on the Internet, via sales platforms or in other media does not constitute a binding offer by Raindancer. This merely opens up the possibility of submitting a binding offer to conclude a contract for the use of the software. We are not obliged to accept such an offer.
      2. A contract is only concluded when Raindancer expressly declares its acceptance of the offer, but no later than when the first service is provided. The service description, prices and conditions contained in the offer apply.
    3. Terms of use and technical restrictions
      1. The hardware supplied is intended exclusively for use in conjunction with the Raindancer software provided by Raindancer for this purpose. The hardware is not functional without the Raindancer software.
      2. The multi-IMSI SIM card installed in the hardware is inseparably linked to the software solution and incurs ongoing operating costs, which are shown separately in the offer. Upon termination of the software contract in accordance with Section 18, Raindancer is entitled to permanently block the SIM card. As a result of the block, further operation of the hardware is no longer possible. Reactivation of the SIM card is not possible.
      3. The multi-IMSI SIM card may not be blocked if the customer expressly declares to Raindancer in writing before the end of the contract that they are willing to pay the ongoing costs incurred to Raindancer.
      4. The hardware uses location-based data (e.g. GPS) to control irrigation. Due to unavoidable inaccuracies in this technology, there may be deviations between the irrigation limits specified in the software and the actual execution by the hardware. The irrigated area may therefore be slightly outside the intended area (e.g. within a range of up to 20 metres). The extent of this deviation depends on the quality of the location signal available and may vary depending on the location and environmental conditions. In the event of mobile phone network failures or serious disruptions, basic commands may not be transmitted (e.g. start or end of irrigation).
    4. General obligations to cooperate
      1. The customer is obliged to provide Raindancer with the best possible and comprehensive support in the performance of the contractual services. This obligation includes, in particular, the timely provision of necessary information, documents and content requested by Raindancer. The customer shall notify Raindancer immediately of any changes to the information.
      2. If the customer fails to fulfil one of their obligations to cooperate properly or in a timely manner, Raindancer shall request the customer to cooperate within a reasonable period of time. The contractually agreed execution deadlines shall be extended accordingly. Raindancer is entitled to invoice any additional expenses at the current rates.
      3. The customer is obliged to use the delivered hardware and software exclusively for its intended purpose, in an appropriate manner and in accordance with the contractual agreements and the instructions and information provided by the supplier. The hardware may only be used on areas designated for this purpose which are owned or lawfully possessed by the customer or for the use of which the customer is expressly authorised.
      4. When using the hardware in the immediate vicinity of property boundaries, the customer must ensure that there is no unintended interference with adjacent areas. This applies in particular to adjacent properties, public paths or other areas used by third parties.
  2. Provisions for the purchase of hardware
    1. Delivery
      1. Unless otherwise agreed, the hardware, including instructions for use in English and German, will be delivered to the delivery address specified by the customer.
      2. The hardware remains the property of Raindancer until the purchase price has been paid in full.
      3. If not all of the products ordered are in stock, Raindancer is entitled to make partial deliveries, provided this is reasonable for the customer. Any deadlines shall only commence upon receipt of the last partial delivery.
      4. In exceptional cases, Raindancer is not obliged to deliver the ordered goods if Raindancer has ordered the goods properly but has not been supplied correctly or on time (congruent covering transaction). The prerequisite for this is that Raindancer is not responsible for the lack of availability of the goods and has informed the customer of this circumstance without delay. In addition, Raindancer must not have assumed the risk of procuring the ordered goods. If the goods are unavailable, Raindancer shall immediately refund any payments already made by the customer. Raindancer does not assume the risk of having to procure ordered goods (procurement risk). This also applies to orders for goods that are only described in terms of their type and characteristics (generic goods). Raindancer is only obliged to deliver from its stock of goods and the goods ordered by Raindancer from its suppliers.
    2. Installation and setup
      1. The devices are set up by Raindancer prior to delivery in the form of a factory configuration and any necessary software initialisations. No adjustments are made to the specific conditions at the place of use.
      2. The installation, assembly and commissioning of the hardware at the place of use is the sole responsibility of the customer. Raindancer is not obliged to provide on-site installation or support services.
      3. If the customer wishes to receive support with installation or commissioning on site, this requires a separate written agreement. Such services are not part of this contract and will be remunerated separately on a time and material basis.
    3. Additional obligations of the customer
      1. The customer is obliged to ensure that the locations intended for the operation of the hardware have sufficient mobile phone coverage and network-based location determination. A connection that meets the requirements specified in the product description or technical specifications of Raindancer is considered sufficient. A poor radio connection can lead to restrictions in the functionality of the devices and releases Raindancer from its obligation to perform in this respect.
      2. The customer is obliged to clean the delivered hardware regularly, properly and in accordance with Raindancer's specifications, and to carry out any necessary maintenance measures. Raindancer will provide the customer with appropriate care and maintenance recommendations with the delivery or online. If cleaning or maintenance is not carried out, any resulting malfunctions cannot be claimed as defects.
    4. Warranty
      1. With regard to the use of the hardware, the warranty provisions of the law on sales (§§ 650 (1) in conjunction with 434 ff. BGB) apply.
      2. The customer must notify Raindancer immediately of any defects in the hardware.
      3. At the customer's discretion, subsequent performance may take the form of either repair or replacement. Raindancer is entitled to demand a specific type of subsequent performance if the other form of subsequent performance is unreasonable.
      4. Raindancer is entitled to provide the warranty via remote access to the relevant hardware infrastructure or, if necessary, at the customer's premises. Raindancer may also remedy the defect by providing the customer with instructions by telephone, in writing or electronically, provided that the defect can be remedied by following these instructions.​
      5. A defect within the meaning of Section 434 of the German Civil Code (BGB) does not exist if the lack of functionality is due to poor mobile phone coverage or network-based location determination.
      6. Claims for defects by the customer are excluded if the defect is based on a violation of Section 7.2 or the modification, opening, unscrewing or other interference with the hardware by the customer or by third parties commissioned by the customer. This applies in particular if such interference impairs factory seals and causes leaks or other malfunctions. In such cases, the customer bears the full burden of proof that the defect is not due to the intervention.
      7. The customer's right to reduce the purchase price or withdraw from the contract at their discretion in the event of two failed attempts at repair or replacement remains unaffected. The right to withdraw from the contract and the claim for damages in lieu of the entire performance shall only apply in the event of significant defects. If the customer claims damages or reimbursement of futile expenses, Raindancer shall be liable in accordance with Section 22.
      8. In the event of justified withdrawal on the part of the customer, Raindancer shall be entitled to demand reasonable compensation for the use of the hardware by the customer until the reversal of the transaction.
      9. With the exception of claims for damages, warranty claims based on material defects shall become time-barred after one year. In the case of a sale, the limitation period shall commence upon notification and transmission of the activation information for the software by Raindancer. Section 22 shall apply to claims for damages and claims for reimbursement of futile expenses.
    5. Terms of payment​
      1. The customer shall pay Raindancer the amount agreed in the offer for the purchase of the hardware. Unless otherwise stated on the invoice, prices are subject to statutory value added tax.
      2. Raindancer shall issue an invoice corresponding to the agreed and owed remuneration and send it to the customer. Unless otherwise stated on the invoice, the invoice is payable within 14 days of issue without deduction of any discount.
    6. Resale of hardware
      1. The customer is entitled to resell the hardware in their possession to third parties.
      2. In the event of resale of the hardware, the customer is obliged to inform Raindancer of the resale. The notification must contain the following information:
        1. the full contact details of the purchaser,​
        2. information on whether the purchaser will take over the customer's user account and the associated user agreement for the Raindancer software or whether the purchaser will conclude their own user agreement with Raindancer, and
        3. if it is necessary to transfer the hardware to a new user account, specific details of the resold hardware.
  3. Provisions for the use of the Raindancer software
    1. Access to the software
      1. After purchasing a Raindancer hardware product for the first time that requires access to the Raindancer software, the customer will receive a link to the Raindancer software and the necessary access data to log into their user account by email within 5 days.
      2. The user account will be created for the customer by Raindancer or by a partner commissioned by Raindancer. The purchased hardware will be added to the corresponding user account by Raindancer or by the commissioned partner.
      3. The customer shall ensure that the access data is kept safe and is not disclosed to unauthorised third parties.
    2. Rights of use
      1. All rights to the content and systems of the platform are held by Raindancer. Raindancer grants the customer the non-exclusive and non-transferable right to use the software as SaaS for the duration of the contract to the extent agreed in the contract.
      2. Raindancer does not grant the customer any further rights of use. In particular, the customer is not entitled to
        1. rent, lease, lend, reproduce, sell or otherwise distribute or pass on the Raindancer software or access to the Raindancer software, including via the Internet or a downstream public or private data network;
        2. to reproduce the software;​
        3. remove, conceal or alter legal notices, in particular those relating to Raindancer's industrial property rights.
    3. Updates to the Raindancer software
      1. Raindancer is entitled, but not obliged, to modify the software during the term of the contract, in particular to adapt it to technological progress or changed circumstances. This also includes the addition of new functionalities, changes to the user interface and adjustments to the backend. Raindancer reserves the right to modify the software without prior notice in order to offer the customer an optimised range of services, provided that the suitability of the software for the agreed purpose is maintained and the optimised offer is reasonable for the customer, taking into account the interests of both parties.
      2. Furthermore, Raindancer is entitled to make changes, adjustments, restrictions, and remove functionalities from the software and the services offered if this is required by changed legal regulations or standards or new technical or scientific findings. The manner of implementation is at Raindancer's discretion. The customer has no claim to the introduction of new or maintenance of certain individual functionalities as long as the essential functionality of the software remains unaffected.
      3. If software is adapted in such a way that changes and/or adjustments are made to the functionality of the software and this replaces or supplements the previously used version of the software, the new version of the software is also subject to the provisions of this agreement.
    4. Additional functions
      1. Raindancer may provide additional functions or modules ("additional functions") within the portal in accordance with Section 13.1 that go beyond the contractually agreed scope of services. Depending on their design, such additional functions may be used free of charge or for a separate usage fee.
      2. Access to chargeable additional functions requires the conclusion of a corresponding additional agreement or the completion of a booking process via the app store provided by Raindancer in the Raindancer software. The applicable prices, terms of payment and terms for additional functions are set out in the price list valid at the time of booking or in the terms and conditions displayed in the app store.​
      3. The customer has no right to the provision of certain additional functions. The provider is entitled to expand, restrict or discontinue the range of additional functions at any time. If a chargeable additional function is discontinued without replacement, a pro-rata refund of the usage fee paid for this function will be made based on the remaining term of the booking.
    5. Availability
      1. Raindancer strives to ensure the smooth operation of the Raindancer software. This is necessarily limited to services that are within Raindancer's sphere of influence.​
      2. Adjustments, changes and additions to the Raindancer software, as well as measures taken to identify and rectify malfunctions, will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.
      3. Raindancer hereby informs the customer that there may be restrictions or impairments in the use of the software that are beyond Raindancer's control. These include, in particular, but are not limited to, actions by third parties not acting on behalf of Raindancer, technical failures beyond Raindancer's control, and force majeure.
      4. The basic functions of the Raindancer software are monitored daily. In the event of serious errors - where the use of the Raindancer software is no longer possible or seriously restricted - maintenance will be carried out within X hours of the customer becoming aware of or being informed of the error. Raindancer will notify the customer of the maintenance work immediately and carry it out as quickly as possible in accordance with the technical conditions.
      5. The availability of the Raindancer software is 99% on an annual average. Updates and planned maintenance work are not taken into account when calculating the availability rate. Updates are carried out as part of regular update processes. Maintenance work is either announced in advance or, if necessary for technical or organisational reasons, carried out at short notice as part of the update process.
    6. Warranty
      1. With regard to the granting of use of the software and the provision of storage space, the warranty provisions of tenancy law (§§ 535 ff. BGB) apply.
      2. The customer must notify Raindancer of any defects without delay.
      3. The warranty for only insignificant reductions in the suitability of the service is excluded.
      4. No-fault liability pursuant to Section 536a (1) BGB for defects that already existed at the time of conclusion of the contract is excluded.​
      5. Raindancer reserves the right to access the customer's user accounts for error analysis, maintenance and technical support, insofar as this is necessary for the proper provision of services.
      6. The customer may object to this maintenance access at any time. The objection must be communicated to Raindancer in writing. Raindancer points out that such an objection may delay or complicate error diagnosis and defect rectification. Any extended rectification periods or additional expenses resulting from denied access shall not be borne by Raindancer.
    7. Remuneration​
      1. The amount of remuneration and the payment interval are specified in the offer. Prices are exclusive of applicable statutory value added tax. Unless specific agreements are made, invoicing shall take place annually in advance.
      2. The remuneration for the use of the software is based on the number of products connected or networked with the software. As the number of networked products increases, the ongoing remuneration increases in accordance with Raindancer's current price list. The actual number of networked products in the respective billing period is decisive.
      3. If additional hardware is purchased during the term of an existing contract, the full annual software usage fee will be charged for this hardware if the device can still be used in the billing year. An adjustment will be made at the next regular billing date of the existing contract so that the new hardware is included in the existing billing cycle. There will be no pro-rata billing or crediting of any remaining terms from the previous individual period. Unused months within the originally paid annual fee will expire upon conversion to the joint billing date. The full annual software usage fee will only be charged prior to conversion to the joint billing date if actual use is possible within this period.
      4. In addition to the remuneration for the use of the Raindancer software, the optional additional functions described in Section 14 may be priced and invoiced separately.
      5. Raindancer shall issue an invoice corresponding to the agreed and owed remuneration and send it to the customer. The invoice is payable within 14 days of issue without deduction of any discount.
      6. Unless expressly agreed otherwise in the offer, the obligation to pay remuneration shall commence upon Raindancer granting access to the customer.
      7. If the customer is in default of payment, Raindancer may block access to the Raindancer software until payment is made. No remuneration shall be payable for the use of the Raindancer software for the duration of the block. In the event of default, Raindancer may also choose to refrain from implementing and/or activating updates and upgrades.
      8. Raindancer reserves the right to change prices accordingly and to a reasonable extent with effect for the future, taking into account the legitimate interests of the customer, if, after conclusion of the contract, the basis for calculating the underlying, agreed prices for the provision of the service changes, in particular as a result of increased personnel costs (i.e. non-wage labour costs and social security contributions for Raindancer employees and their increase due to legal requirements, e.g. due to the statutory minimum wage, tax or levy increases, hosting costs, costs for the provision of new functionalities (e.g. for the functional expansion of the Raindancer software), costs for new product advantages, costs for the maintenance and/or operation of the Raindancer software, service costs (e.g. costs for insurance or public levies). Raindancer is only entitled to increase the agreed prices after giving notice. Such an increase may be made for the first time no earlier than 12 months after conclusion of the contract and subsequently no more frequently than every 12 months since the last increase, and shall take effect no earlier than 3 months after the end of the month in which Raindancer has notified the change. The customer has the right to object to a price adjustment under this clause of more than ten percent.
    8. Term and termination
      1. Unless otherwise agreed in the offer, the contract is concluded for a minimum term of 12 months ("initial term") and is automatically extended by a further 12 months ("subsequent term") if it is not terminated in writing at least one month before the end of the initial term or the respective subsequent term.
      2. The right to extraordinary termination for good cause remains unaffected. Good cause for Raindancer shall be deemed to exist in particular if
        1. the customer fails to meet their payment obligations despite receiving a reminder;
        2. the customer grossly or despite reminders fails to fulfil or violates his obligations to cooperate, in particular those under clauses 3, 4 and 7, as well as his essential obligations under this contract;
        3. there are objectively comprehensible indications that the customer's ability to fulfil its contractual obligations is significantly limited, for example because insolvency proceedings have been opened against its assets or an application to open such proceedings has been rejected for lack of assets or has not been rejected as inadmissible or unfounded within three months of the application being filed.
      3. If the customer concludes a further software licence agreement for the connection of additional hardware in addition to an existing licence agreement, the term of this agreement shall be based on the term of the existing software licence agreement.​
      4. Upon termination of the contract, the customer is obliged to inform Raindancer by the end of the contract whether or not they intend to resell the hardware in accordance with Section 10.
    9. Transfer of the agreement
      1. In the event of resale of the hardware in accordance with Section 10, the customer is entitled, with the consent of the purchaser, to transfer their existing licence agreement to the purchaser. The transfer of the agreement requires the purchaser to expressly declare to Raindancer that they will enter into the existing agreement on the previous terms and conditions.​
      2. The transfer of the usage agreement is only possible in its entirety. A partial transfer of individual services or components from the usage agreement is excluded.
  4. Final provisions
    1. Offsetting; right of retention
      1. The customer shall only be entitled to offset if the customer's counterclaim has been legally established, is not disputed or recognised by Raindancer, or is in a close synallagmatic relationship to our claim.
      2. The customer may only exercise a right of retention if their counterclaim is based on the same relationship.
    2. Support
      1. Raindancer's German-speaking support team is available to customers by telephone (+49 (30) 89 00 61 70) or email (service@raindancer.com) Monday to Friday from 8 a.m. to 5 p.m. (CET), except on national holidays. Enquiries are generally processed in the order in which they are received and within the scope of normal business operations. Specific response or solution times are not guaranteed.
      2. Further support services are not owed. In particular, instruction in the function or operation of the delivered hardware or software is not owed and will only be provided upon express, separate agreement. If such instruction is agreed, it will be provided for a separately agreed fee in accordance with the terms and conditions agreed in the offer.
    3. Liability​
      1. Raindancer shall be liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, limb and health of persons.
      2. In cases of mandatory liability provisions - such as those under the Product Liability Act - Raindancer shall be liable in accordance with the statutory provisions.
      3. In addition, Raindancer shall be liable for the slightly negligent breach of a cardinal obligation. Cardinal obligations are essential contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely. In this case, liability shall be limited to the amount of damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. The maximum limit is the remuneration owed under this contract for the contract year in which the circumstances giving rise to liability occurred.
      4. Otherwise, Raindancer's liability is excluded.
      5. The above limitations of liability also apply to the services provided by Raindancer's vicarious agents.
    4. Force majeure
      1. The parties shall be temporarily released from their obligations under this contract if and to the extent that the non-performance is due to the occurrence of circumstances of force majeure. Circumstances of force majeure include, for example, war, unrest, terrorist attacks, sabotage attacks by third parties (such as computer viruses or BOT attacks), the failure or performance limitation of communication networks and gateways of other operators, industrial action, epidemics, pandemics, official orders, expropriations, storms, floods and other natural disasters. This also applies to widespread power failures and interruptions or destruction of data-carrying or electrical lines on public land, which prevent the provision of the contractual services. In the event of temporary obstacles, any delivery or service deadlines shall be extended or the delivery or service dates postponed by the duration of the obstacle plus a reasonable start-up period. If a force majeure event lasts longer than 30 days, the customer shall have an extraordinary right of termination.
    5. Confidentiality
      1. The parties undertake to keep confidential all confidential information disclosed or otherwise communicated to them in connection with the contract, during its term and after its termination or expiry, and to use such information only for the purpose of performing the contract. Confidential information shall be understood to mean information relating to the parties that has either been expressly designated as confidential or has not been made public and whose disclosure could cause damage of any kind to one of the parties.
      2. If either party has any doubts as to whether certain information is to be regarded as confidential, that party shall be obliged to obtain confirmation of confidentiality from the other party in writing before disclosing it to unauthorised third parties.
      3. Information shall not be considered confidential if the party that received or disclosed it can prove that (a) it was already known to it prior to disclosure by the other party; (b) it developed the information independently without recourse to or use of information from the other party; (c) it lawfully received the information from third parties who, to its knowledge, were not under any obligation of confidentiality to the other party; (d) became known to it or to the public without breach of these provisions or other regulations protecting the other party's trade secrets; (e) must be disclosed due to legal obligations or official or court orders. In the latter case, the party that received the information must inform the other party immediately before disclosing it to third parties.
      4. The obligations of the parties set out in this clause also apply to their employees, consultants, representatives, contractors and all persons who have access to confidential information.
      5. This confidentiality agreement shall remain valid for a period of 2 years after termination of the contract.
    6. Data protection
      1. The parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR) in the performance of the contract. To this end, the parties shall conclude an agreement on the processing of personal data on behalf of the other party in accordance with Art. 28 GDPR.
    7. Other provisions
      1. The offer from Raindancer and these GTC constitute the entire agreement between the parties. There are no verbal side agreements. Existing contracts relating to the use of the software are replaced by the contract underlying these GTC and are no longer valid.
      2. In the event of provisions in the offer that deviate from or contradict these GTC, the provisions of the offer shall take precedence.
      3. Changes or adjustments to the contract must be made in writing. This also applies to changes to this formal requirement itself.
      4. Should individual provisions of these General Terms and Conditions be deemed invalid, the remaining provisions shall remain unaffected by this invalidity.
      5. This contract is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
      6. The place of performance of this contract is Berlin. The exclusive place of jurisdiction is Berlin.

As of: 1 October 2025