Terms and Conditions

1. Scope and Contracting Party

These Terms and Conditions ("Terms") govern the contractual relationship between VentCoach UG (haftungsbeschränkt), Hitzberg 1, 40699 Erkrath, Germany ("VentCoach", "we") and the users of the VentCoach software-as-a-service platform ("user", "you"). VentCoach is intended exclusively for businesses (Unternehmer within the meaning of § 14 of the German Civil Code, BGB) acting in the course of their trade, business, or independent professional activity. Consumers (Verbraucher within the meaning of § 13 BGB) are excluded from registering or purchasing paid services. By registering, you bindingly confirm that you are acting as a business; if, despite this confirmation, you in fact act as a consumer, you bear the resulting legal and tax consequences yourself.

2. Formation of Contract

By completing registration, you submit an offer to enter into a usage agreement. The contract is formed once we accept your registration by activating access. For the paid purchase of credits (see Section 5): by submitting an order, you make a binding offer; the purchase contract is formed upon our acceptance, at the latest when the credits are credited to your account.

3. Description of Services

VentCoach provides web-based software for the design and analysis of natural and hybrid ventilation systems (single-zone, dual-zone, and QuickSizing calculations). The specific scope of features is set out in the current product description on the platform. VentCoach is a planning aid for professional building-services engineers and does not replace an independent professional review of the results by qualified personnel.

4. Model Limitations of the Zonal Method

VentCoach calculates using a zonal model: each zone (or each layer in the stratification model) is assumed to be homogeneously mixed and is described by a single bulk mixed temperature and integral air volume flows. This is an inherent property of the calculation method — independent of input data quality. Statements about local temperatures at specific points in a room, draft or cold-air downdraft phenomena, air velocities, or three-dimensional flow patterns are not possible with this approach. Such spatially resolved questions require additional methods such as CFD simulations.

5. Prices, Payment, and Credits

Access to paid calculation features is provided through a prepaid credit system ("credits"), purchased in packages against advance payment. Prices, package sizes, and any further conditions are displayed on the platform before an order is completed and form part of the respective purchase contract. Payment is processed through our designated payment provider; its supplementary terms remain unaffected. Statutory refund and withdrawal rights (see Section 6) remain unaffected by this provision.

Purchased credits are valid for 12 months from the date of purchase. This time limit is objectively justified by the administrative and accounting burden of maintaining unused balances and will be displayed to you separately during the order process. Credits not used within this period expire without compensation; there is no entitlement to a payout, credit note, or extension. This does not affect the regular statutory limitation period applicable to your original payment claim.

6. No Right of Withdrawal (B2B Only)

Because VentCoach provides its services exclusively to businesses within the meaning of Section 14 BGB (see Section 1), no statutory consumer right of withdrawal under Sections 312g, 355 BGB applies. Should a consumer register despite the confirmation given under Section 1, the statutory withdrawal rules for digital services (Sections 327 et seq. BGB) remain unaffected by this clause; in that case, the resulting consequences are borne by the user who falsely represented themselves as a business.

7. Usage Rights

For the duration of the contract, we grant you a simple, non-exclusive, non-transferable, non-sublicensable right to use the platform for your own purposes to the agreed extent. Sharing access credentials with third parties, reselling access, and reverse engineering, decompiling, or disassembling the software are not permitted, except to the extent mandatorily permitted by law. All rights to the software, its documentation, and the underlying calculation methods remain with VentCoach UG (haftungsbeschränkt) or the respective rights holders.

8. Limitation of Liability

The software is provided "as is". We are liable without limitation for damages resulting from injury to life, body, or health, and for any other damages caused by intentional or grossly negligent breach of duty by VentCoach UG (haftungsbeschränkt), its legal representatives, or its agents. The same applies to liability under the German Product Liability Act (Produkthaftungsgesetz) and to any liability we have assumed under a guarantee or for a procurement risk.

For damages caused by ordinary negligence, we are liable only if a material contractual obligation (Kardinalpflicht) is breached — that is, an obligation whose fulfillment is essential to the proper performance of the contract and on whose observance the user may reasonably rely. In such cases, liability is limited to damages that were foreseeable and typical for this type of contract at the time it was concluded.

Beyond that, liability for ordinary negligence is excluded.

VentCoach is a planning aid for professional building-services engineers and does not replace an independent professional review of the results. The liability limits set out above apply in particular to damages arising from:

• Design errors or miscalculations
• System performance shortfalls
• Economic losses
• Consequential or incidental damages

Liability under the above provisions presumes that you, as the user, have complied with your own duties of care. Any contributory negligence on your part — in particular a failure to carry out the required professional review — will be taken into account (Section 254 of the German Civil Code). We therefore recommend that you:

• Verify all calculations independently
• Consult with qualified HVAC professionals
• Perform commissioning and verification testing
• Follow all applicable codes and standards

9. Availability

We strive for high availability of the platform but do not guarantee any specific availability or uninterrupted usability. Maintenance work that may cause temporary limitations will, where possible, be announced in advance.

10. Term and Termination

The usage agreement runs for an indefinite period and may be terminated by you at any time by deleting your account. We may terminate the contract for a material breach of these Terms after prior warning and a reasonable grace period; the right to terminate for good cause without notice remains unaffected. Any previously purchased, unused credits will be settled in accordance with statutory provisions in the event of termination.

11. Changes to These Terms

Changes to these Terms that materially affect your rights and obligations will be communicated to you in text form with reasonable advance notice and require your express consent. If you do not consent, the contract continues under the previous terms; in that case, we are entitled to terminate the contract with ordinary notice. We may make purely editorial adjustments or changes that are exclusively to your benefit without requiring consent.

12. Final Provisions

These Terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered seat of VentCoach UG (haftungsbeschränkt). Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.