AGB

Terms and Conditions

General - Please note European law is applied

§1 Scope of application
1. These terms and conditions shall apply to all our contracts, deliveries and other services. Deviating terms and conditions of the customer shall not become part of the contract, even if we do not expressly object to them.

2. These terms and conditions shall apply only to entrepreneurs within the meaning of § 310 I of the German Civil Code (BGB) and to all current and future transactions with the customer, including pre-contractual legal relationships. In the case of current business conditions, this shall also apply irrespective of whether the conditions have been included in the individual case.

§2 Offers and conclusions, scope of services
1. Our offers are subject to change. Conclusions of contracts and other agreements shall only become binding upon our written confirmation. Subsidiary agreements, reservations, amendments or additions to the agreement with the customer require our written confirmation in order to be valid. 2.

2. If, at the request of the customer, we arrange for certain services to be provided by third parties in individual cases, this shall be done against payment; in this case, contracts shall be concluded exclusively between the customer and the third party on the terms and conditions agreed between them in each case.

3. The information, drawings, illustrations, technical data and performance descriptions contained in brochures, circulars, advertisements, price lists or in the documents belonging to the offer shall not be binding unless they are expressly designated as binding in the order confirmation.

4. our services shall be based on the service description in our offer or on the service descriptions set out in the specifications and confirmed by us in writing.

5. we can make services available for use via network connections, in particular the internet, dedicated lines or VPN lines. The connection of the customer and maintenance of the network connection as well as the procurement and provision of the necessary hardware and software on the part of the customer is not the subject of our service, unless otherwise agreed between the contracting parties. The customer shall itself be responsible for ensuring a network connection that meets its requirements. 6.

6. We shall provide the customer with the necessary access codes and passwords (collectively "Access Data"). The customer is obligated to make these Access Data known only to the respective authorized employees, to keep them secret for the rest or to obligate its employees accordingly and to inform us immediately if there is any suspicion that Access Data may have become known in whole or in part to unauthorized persons. The customer shall be liable for the disclosure of access data and any damage resulting therefrom, unless we are responsible for the disclosure. 7.

7. We shall always be entitled to provide services ourselves or through third parties commissioned by us, provided that the purpose of the contract is not jeopardized thereby or that something to the contrary has been expressly agreed with the customer.

§3 Cooperation obligations of the customer
1 The customer shall, insofar as this is necessary for the performance of the contract, provide us with the name of a competent contact person authorized to represent the customer who can provide the information and make the decisions necessary for the performance of our services.

2 The customer shall also carry out all necessary relevant cooperation beyond the specific cooperation obligations mentioned above and create the conditions for us to be able to provide our contractual services. 3.

For the use of software or cloud services provided by us, the system requirements resulting from the product description must be fulfilled by the customer. The customer shall bear the responsibility for this himself.

4. insofar as the development of interfaces to third-party software (also control software of production machines or similar) is owed, we owe the development of a software-side interface half for communication with an existing interface half at the third-party software, taking into account the existing interface definition to be provided by the customer completely and in a readable format. The analysis of a third party interface, (in particular by means of reverse engineering), is only owed if this is expressly agreed. The production of the interface half on the side of the third party software is not subject of our performance.

§4 Delivery and performance time
1. The commencement of the delivery or performance period specified by us shall be subject to the clarification of all technical issues and the timely and proper fulfillment of the customer's obligations.

2. delays caused by the customer's request for changes to the original order shall result in the postponement of the agreed performance dates by the duration of the delay.

3. in the event of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible - e.g. in the event of material procurement difficulties, operational disruptions, strike, lockout, lack of means of transport, official interventions including health protection measures and pandemic control, energy supply difficulties, etc., even if they occur at upstream suppliers - the delivery and performance period shall be extended to a reasonable extent if we are prevented from fulfilling our obligation in a timely manner.

4. if the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances, we shall be released from our obligation. If the delay in delivery or performance lasts longer than 6 months, the customer is entitled to withdraw from the contract. The customer may withdraw earlier if the delay is unreasonable for him. If the delivery or performance time is extended due to force majeure or if we are released from our obligation, the customer cannot derive any claims for damages from this. We may only invoke the aforementioned circumstances if we notify the customer thereof without delay. 5.

5. In the event that the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In the event of default in acceptance, the risk of accidental loss or accidental deterioration of the item to be transferred shall pass to the customer at the time at which the customer defaults in acceptance.

§5 Transfer of risk
If goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

§6 Prices and payment
1. our prices are net prices. Value added tax at the respective statutory rate shall be added to the prices. The prices are ex location and do not include the costs of freight, unloading, transport and installation. If the customer wishes the goods to be shipped, this shall be at his risk and expense. If a price agreement binding us has been concluded, we may, if our services are to be rendered more than four months after conclusion of the contract, adjust the prices notwithstanding the price agreement if the delivery or service is subsequently affected and made more expensive, directly or indirectly, by new public charges, fees, freight charges or their increase or other legal measures or a change in cost factors such as wage, material and energy costs on which our prices are based. If the price increase due to the aforementioned circumstances amounts to more than 20% of the agreed price, the customer may withdraw from or terminate the contract. The above right to adjust prices shall not apply if we have agreed in writing to a "fixed price" designated as such. In the case of term contracts where we provide our services on a continuous basis (e.g. rental contracts, in particular hosting contracts and contracts for software-as-a-service), the right to adjust prices shall apply for the first time after the expiry of four months of the term of the contract, with effect from the first of the month following notification. If the Customer objects to the price adjustment without being entitled to terminate the contract or without giving notice, the adjusted prices shall only apply after the expiry of the respective current contract period on the basis of the ordinary period of notice at the time of receipt of the notice. 2.

2. Unless otherwise agreed, our remuneration shall be due for payment without deduction within two weeks of the invoice date. Receipt of payment by us shall be decisive. If the customer's payment is received by us late, we shall be entitled to charge annual interest at a rate of 9 percentage points above the base interest rate from the due date. We reserve the right to claim further financing costs and other damages caused by the delay of the customer.

3. In the event of default in payment, we shall be entitled to withhold delivery or to block services commissioned by the customer until the customer has settled the outstanding claims or provided security in a sufficient amount. This shall not apply if the customer is in default of payment for an amount that is disproportionately low compared to the value of the service.

§7 Warranty, obligation to give notice of defects
1. The warranty period for the delivery of new goods is one year. Used goods are delivered under exclusion of any warranty. 2.

2. the customer is obliged to examine the goods delivered by us and the software provided by us without delay and to notify us in text form of any visible defects and shortages without delay, at the latest within 72 hours of delivery, in the case of hidden defects within 72 hours of discovery. Defects or short quantities that have not been reported shall be deemed to have been approved upon expiry of the deadline. In the event of defects occurring within the warranty period, we shall be entitled, at our discretion, either to supply a replacement unit or to repair the unit. Claims for subsequent performance, damages, reduction or withdrawal within the meaning of § 634 of the German Civil Code (BGB) due to obvious defects shall expire after acceptance, at the latest, however, if the customer does not give notice of them without delay, i.e. within one week after handover at the latest. We may refuse subsequent performance without prejudice to our rights under Section 275 (2) and (3) of the German Civil Code (BGB) if it is only possible at disproportionate cost.

3. Instead of rectifying the defect, we may also deliver a replacement item. If we deliver a replacement item, we may demand return of the defective item from the customer in accordance with §§ 346 to 348 BGB. If the rectification of defects fails, if we refuse to deliver a replacement or if we do not deliver a replacement within a reasonable period of time, the customer may reduce the remuneration or withdraw from the contract. A rectification shall be deemed to have failed after the third unsuccessful attempt, unless the nature of the item or defect or other circumstances indicate otherwise. 4.

4. Unless otherwise agreed, warranty work on physical objects shall be provided as a bring-in service (delivery and collection by the customer). If there is a continuing obligation with the customer which, among other things, provides for on-site operations, we shall be entitled to remedy any defects during the next on-site operation at the customer's premises. 5.

5. In the event of software errors, i.e. deviations from the defined program specification, we shall remedy the defect by providing a correction/modification status.

6. in the event of loss of or damage to data material, our obligation to provide compensation shall not include the cost of replacing lost data which would not have occurred if data had been properly backed up on a daily basis.

7. the customer undertakes to support us in determining and eliminating the defect and to grant immediate access to the documents from which the more detailed circumstances of the occurrence of the defect can be seen.

8. if an alleged defect cannot be attributed to a defect liability obligation for which we are responsible after appropriate investigation (apparent defect), we may charge the customer for the services rendered for verification and elimination of the defect at the applicable rates of remuneration plus the expenses incurred, unless the customer could not have recognized the apparent defect even if it had exercised due diligence. In this respect, the customer shall be free to prove that the damage incurred by us is lower. 9.

9. If the breach of duty does not consist of a defect in our performance, the customer may only withdraw from the contract if we are responsible for the breach of duty.

10. If we provide a workaround solution, the service provided shall not be deemed defective; in this context, we shall also be entitled to make changes to the configuration of the components concerned if and to the extent that the operability of the component or device is not impaired thereby.

11. we are only obligated to follow up on notices of defects from the customer that are made with a comprehensible description of the software error, its occurrence and effects as well as the software version used by the customer and, if applicable, existing third-party software with interfaces to our software, insofar as these can be relevant for the software error. In addition, the customer shall inform us of the steps previously taken by him for each software error in order to enable us to reproduce the error. If it is not possible to reproduce the software error on the basis of the steps communicated by the customer, it shall be assumed until the customer proves otherwise that the software error is not a defect in the software for which we are responsible.

12. We shall only be obliged to observe deadlines set by the customer for the elimination of software errors which have occurred at the customer's premises if we receive a notice of defect in accordance with the requirements of Section 11 at least at the same time as the deadline is set.

§ 8 Limitation of Liability
1. We shall only be liable - irrespective of the legal grounds - if the damage has been caused by culpable breach of one of the cardinal obligations or essential ancillary obligations in a manner that jeopardizes the achievement of the purpose of the contract or has been caused by us through gross negligence or wilful misconduct.

2. if we are liable thereafter for the breach of an essential contractual obligation without gross negligence or intent, the liability shall be limited to the extent of damage that we typically had to expect at the time of the conclusion of the contract on the basis of the circumstances known to us at that time. This shall apply in the same way to damage caused by gross negligence or intent on the part of employees of third parties engaged by us who are not their directors or officers. 3.

3. liability for consequential damages, in particular for loss of profit or compensation for damages to third parties, is excluded, unless we are guilty of intent or gross negligence.

4. except in the case of intent and gross negligence, our liability shall be limited to the foreseeable damage, at most an amount of up to EUR 200,000 per damage event.

5. we are liable for a period of one year since the breach of duty.

6. claims for damages under the Product Liability Act and for damages arising from injury to life, body or health shall remain unaffected by the above limitations of liability. The same shall apply to other mandatory statutory liability provisions.

§9 Consultancy/Service
At the customer's request, we shall provide consulting and other services. Unless expressly agreed otherwise, or unless these services serve to remedy defects, they shall be remunerated by the customer.

§10 Retention of title
1. All products delivered shall remain our property until payment in full - in the case of payment by check or by bill of exchange until they have been honored and are free of recourse claims - of all claims to which we are entitled from the business relationship with the customer.

2. The provisions of the following paragraphs shall apply accordingly to the customer's right to process the goods delivered by us. The customer shall not acquire ownership of the wholly or partially manufactured goods through the processing; the processing shall be carried out free of charge exclusively for us as manufacturer within the meaning of § 950 BGB (German Civil Code). Should our retention of title nevertheless lapse due to any circumstances, the customer and we agree already now that ownership of the items shall pass to us upon processing, we shall accept the transfer of ownership and the customer shall remain the custodian of the items free of charge. If our goods are processed or inseparably mixed with goods still owned by third parties, we shall acquire co-ownership of the new goods or mixed stock. The extent of the co-ownership shall be determined by the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods.

3. The customer is entitled to resell the products in the ordinary course of business as long as he is not in default of payment of the purchase price. He is not authorized to make extraordinary dispositions such as pledges and transfers of ownership by way of security to third parties. In the event of resale, the customer hereby assigns to us by way of security, together with all ancillary rights, all claims and other claims against its customers arising from the resale, including all current account balance claims. The customer shall be entitled to collect the assigned claims. The authorization to collect shall expire if the customer ceases to make payments, files for or is declared bankrupt, in the event of out-of-court settlement proceedings or in the event of any other deterioration of assets. In this case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for the collection of the claims, hands over the associated documents and informs the third-party debtor of the assignment. 4.

4. the customer is prohibited from disposing of the resale claim without our written consent by way of security or assignment of the claim, including by way of purchase of receivables.

5. we undertake, at the customer's request, to transfer back or release the securities if the value of the security given to us exceeds the amount of our claim by more than 20% in total.

§11 Data protection
If the customer collects, processes or uses personal data himself or through us, he warrants that he is entitled to do so in accordance with the statutory provisions, in particular the provisions of data protection law, and shall indemnify us against claims by third parties in the event of a breach. Insofar as personal data is collected, processed or used by us, we shall comply with the provisions of the German Federal Data Protection Act (BDSG) as well as the German Data Protection Regulation (DS-GVO) and other data protection regulations (e.g. the Telecommunications Telemedia Data Protection Act - TTDSG). Insofar as the data to be processed is personal data, we shall be entitled to require the customer to conclude an agreement on commissioned processing, if applicable.

§12 Prohibition of set-off, contractual penalty
1. The Customer may only offset against our claims for payment of the agreed remuneration if the Customer's counterclaim has either been acknowledged by us or has been legally established or is ready for decision. This shall also apply to the customer's rights of retention.

2. contractual penalties shall only be accepted by us if they have been contractually negotiated, set down in writing and signed by us. Contractual penalties in general terms and conditions of the customer do not bind us in any case. All contractual penalties include for us the rights according to §§ 339 ff. BGB (German Civil Code) with the proviso that the party wishing to derive rights from a contractual penalty promise must set out and prove all the prerequisites for this. Any contractual penalty shall be deductible from other claims for damages. We reserve the right to prove that no damage or only a lesser damage has been incurred that the contractual penalty and to reduce the contractual penalty accordingly.

§13 Severability
Should one or more of the provisions of the contract and/or these GTC be invalid outside the main performance obligations, this shall not affect the validity of the remaining provisions. In such a case, the parties undertake to agree to a new provision which comes as close as possible to the economic purpose of the invalid provision and which they would have agreed to if they had known of the invalidity.

§14 Place of jurisdiction and performance
1. The place of performance and jurisdiction for all disputes arising from the contractual relationship shall be our registered office.

The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Special Terms and Conditions for Cloud Services/Software-as-a-Service and ASP

Insofar as we provide services in the area of Application Service Providing (ASP) and/or the temporary use of such software applications via a telecommunications connection as well as the possibility of storing application data (Software-as-a-Service) - collectively referred to as "Cloud Services" - the following provisions shall apply in addition to the provisions set forth in I. above:

§ 15 General
1. Insofar as we offer cloud services, the customer shall be enabled to use the software stored and running on our servers or a service provider commissioned by us non-exclusively via an Internet connection for his own purposes during the term of this agreement and to store and process his data with the help of such software.

2. since the software runs exclusively on our servers or service providers commissioned by us, the customer does not require any copyright usage rights to the software and we do not grant any such rights. However, for the term of the contract, we grant the customer the non-exclusive, non-transferable right, limited in time for the agreed duration, to load the user interface of the software for display on the screen into the main memory of the end devices used for this purpose in accordance with the contract and to make the resulting copies of the user interface as well as to use the software for the contractual purposes in accordance with the product description. Unless otherwise agreed between the parties, it is not permitted to allow third parties to use the software. Companies affiliated with the Customer shall also be deemed to be third parties, unless a transfer to affiliated companies has been expressly agreed. 3.

The software, the computing power required for its use and the necessary storage and data processing space shall be provided by us as specified in the offer or included in the purchased package. We do not owe the establishment and maintenance of the data connection between the customer's IT systems and the transfer point described.

§ 16 Scope of services, technical requirements
1. The software required for the cloud services agreed in each case shall be operated on our information technology systems as intended. The software shall not be transferred to the customer. If necessary, we will use software provided by third parties in the version currently offered by the manufacturer within the scope of the technical possibilities, if the change of the software version is reasonable for the customer taking into account our interests. 2.

2. applications produced by us shall be kept up to date in such a way that they always correspond to the proven state of the art. Unless otherwise agreed, however, we shall not be obliged to provide new versions, releases or updates. We shall notify the customer of a change in the software used at least six weeks before the date of the change if the change involves a restriction in the functionality of the software. Insofar as we provide new versions, releases or updates of the software during the term of the contract, the rights of use granted to the customer shall also apply thereto. With the appearance of a new version or a release or update, the customer's right of use with respect to the previously made available status of the software shall expire. The customer may download and reproduce software and data other than its own only if and to the extent that this is part of the contractual scope of services or is indispensable for the use of the agreed services. 3.

3. If and to the extent that the provision of a new version or a change is accompanied by a change in functionalities of the cloud service, workflows of the customer supported by the cloud service and/or restrictions in the usability of previously generated data, we will announce this to the customer in text form at least six weeks before such a change takes effect. If the customer does not object to the change in text form within a period of two weeks from receipt of the change notification, the change shall become part of the contract. We shall draw the customer's attention to the aforementioned deadline and the legal consequences of its expiry in the event of failure to exercise the option to object whenever changes are announced.

4. The transfer point for the cloud services and the application data is the router exit of our data center.

5. The use of the cloud services shall be effected by means of an Internet browser installed at the customer's in the current version. If, due to a change in the Internet browser, the smooth use of the cloud services offered by us is not guaranteed without errors, we are entitled to require the customer to install a previous version, in particular a version of the browser with an extended support period (e.g. so-called. LTS version) or to require the customer to use a specific version of an Internet browser selected by us, provided that this browser does not contain any serious and known security vulnerabilities or the customer cannot reasonably be expected to use this browser for other reasons (e.g. incompatibility with business-critical software available at the customer).

§ 17 Data storage and transfer
1. Depending on the cloud services provided, Customer may have the option to store data within the software that it can access in connection with the use of the provided application software. All data will be backed up by us on a regular basis. The customer is nevertheless responsible for backing up all data entered by him/herself at least every working day. Unless otherwise agreed, we shall not be subject to any custody or safekeeping obligations with regard to the data transmitted and processed by the customer. The customer shall be responsible for compliance with the retention periods under commercial and tax law. 2.

2. in the event of the transfer of data from a database of the customer, the customer shall notify us of the details of the database management system required for the transfer, including any test data to the extent required for the transfer of the data, if necessary by separate agreement, at least four weeks before the intended transfer of the data. The data to be taken over shall then be provided to us on a data carrier or by way of remote data transmission at least five working days before the intended use of the data. We shall support the customer in the transfer of the data at the fees specified for this in the price list valid at the time of conclusion of the contract. 3.

3. the customer grants us the right, for the purposes of implementing the contract, to reproduce the data to be stored by us for the customer, insofar as this is necessary for the provision of the services owed. We shall also be entitled, if necessary, to keep the data in a failover system or separate failover computer center to ensure availability. In addition, we shall be entitled to make changes to the structure of the data or data formats in order to eliminate faults.

§ 18 Processing of personal data
If the customer processes personal data within the scope of the contractual relationship, the customer shall be responsible for compliance with the provisions of data protection law. We shall process the data provided by the customer only in accordance with the customer's instructions. If we are of the opinion that an instruction of the customer violates data protection regulations, we will inform the customer of this immediately. We shall offer the customer encrypted transmission of the data.

§ 19 Extraordinary termination of the contract
Each contracting party shall be entitled to terminate the contract in writing without notice in the event of good cause. Good cause shall be deemed to exist in particular in the cases specified in the contract and if the customer fails to meet its payment obligations despite a reasonable grace period being set, if a contractual partner breaches material obligations in any other way or breaches non-material obligations under the contract despite a warning, or if, as a result of force majeure or imminent risk of insolvency, the terminating party can no longer reasonably be expected to adhere to the contract. Instead of extraordinary termination, we are entitled to block all accesses until settlement, without the customer's payment obligation ceasing for this reason. The right to terminate the contractual relationship irrespective of any blocking that has already taken place remains unaffected by this.

§ 20 Restrictions on the use of cloud services
1. The customer is not entitled to allow or tolerate the use of cloud services by persons other than the named users, if any, or - if no users are named - a number of concurrent users exceeding the number of agreed licenses.

In the event of a serious or persistent breach by the customer of its obligations, we shall be entitled, after prior unsuccessful warning, at our discretion to temporarily discontinue the use of cloud services by the customer in whole or in part or to terminate the contractual relationship for good cause and without notice. We may charge the customer for expenses incurred by us as a result of the aforementioned measures at the list prices applicable to us at the time. If the customer is responsible for the infringement of rights, he shall be obliged to compensate us for the resulting damage and to fully indemnify us against any claims of third parties.

§ 21 Availability of cloud services
1. The availability of services shall be determined by the agreement made with the customer. In the absence of a corresponding agreement, the availability to be ensured shall be 98% on an annual average without taking into account announced maintenance periods. By availability, the contractual partners understand the technical usability of the booked cloud services at the delivery point for use by the customer. 2.

If the service period booked by the customer has expired, we are entitled to close the application. 3.

3. during appropriately designated maintenance periods outside the period of use, there is no entitlement to use the cloud services; however, they may still be available - possibly with restrictions and sudden interruptions. During the maintenance periods, due to possible restrictions and interruptions, the customer shall only use the systems at his own risk and, in particular, only process such data whose loss or unintentional modification is without detrimental consequences, e.g. because it can be restored by him with only minor effort.

4. we are entitled to interrupt the use of services due to unforeseeable maintenance or repair work, even during the hours of use (weekdays 7 am - 8 pm). In this case, we will inform the customer by e-mail before the interruption, if possible. 5.

If the owed availability of the services is not achieved for one or more software programs for reasons for which we are responsible, without a case pursuant to § 4.3 being present, the customer shall be entitled to reduce the monthly remuneration attributable to the cloud service concerned by 0.1% per minute of the shortfall in availability, up to a maximum of the monthly remuneration. If the amount of the reduction reaches the total monthly remuneration or at least 33% of the total monthly remuneration in each of three consecutive months, the customer shall be entitled to extraordinary termination of the agreement. The right to extraordinary termination shall expire if the customer does not give notice of termination in text form within two weeks of the occurrence of the preconditions. 6.

In the event of repeated grossly negligent or deliberately incorrect fault reports on the part of the customer, we shall be entitled to charge the customer for the costs incurred in processing the fault reports, but at least EURO 100.00 per fault report.

§ 22 Special warranty provisions
1.The following provisions shall apply in addition to the warranty and liability for cloud services. We shall be liable for the cloud services to be provided by us insofar as the impairment is not based on limitations of availability pursuant to § 4.3 of these terms and conditions. Consequences of the lack of availability are conclusively regulated in § 21.

2. due to the nature of network connections, we assume no liability for the accessibility of our information technology systems, unless the relevant connections are to be provided and maintained by us. The described performance features of the solutions and services contain an exhaustive list of the properties of the subject matter of the contract; they do not constitute a guarantee of quality. 3.

3. We shall take over the maintenance of the cloud services including the associated software. For this purpose, we shall diagnose and eliminate defects and malfunctions within a reasonable period of time and provide customer support for cloud services during our normal working hours. Defects are reproducible deviations from the specifications set out in the contract and in the user documentation. In the case of the use of third-party software that we have licensed for use by the customer within the framework of the cloud services, we are only obligated to procure and import generally available new releases, updates or defect corrections.

4. the customer must notify us immediately of any defects in the service.

5. The statutory provisions on warranty shall apply in principle. The §§ 536b (knowledge of the tenant of the defect at the conclusion of the contract or acceptance), 536c (defects occurring during the rental period; notice of defects by the tenant) BGB apply. However, the application of § 536a para. 2 (Tenant's right of self-remedy) is excluded. The application of § 536a para. 1 BGB (liability of the landlord for damages) is also excluded, insofar as the standard provides for strict liability.

§ 23 Changes in performance
We shall always be entitled to adapt the hardware and software used to provide the services to the respective state of the art, provided that this does not result in any disadvantage for the customer in the sense of a restriction of the contractually agreed functions.

§ 24 Access data
We shall provide the Customer with the access data required for the administration of the products booked by the Customer as part of the initial registration in the License Shop. Using the access data, the customer is able to create users for the use of the cloud services himself and to assign corresponding passwords. In this respect, the Customer undertakes to assign exclusively secure user name/password combinations, which in particular must have a sufficient length of at least 10 characters and must not be available in common dictionaries.

§ 25 Documentation
We shall provide the customer with an application-internal help function and, if necessary, documentation for the use of the software. There shall be no claim to the provision of a printed version. If we provide third party software as part of the cloud service and no documentation in German/English is generally available from this third party, we are entitled to provide only the documentation accessible to us.

§ Section 26 Term of the Contract and Termination of the Contract
(1) The term of the contract or of a license booked for the use of cloud services shall commence as of the granting of the possibility of use, as shall the customer's obligation to pay. The standard term is one year and is automatically extended by a further year if the contractual relationship is not terminated at the latest 3 months before the end of the term.

2. the maintenance of our services the use of the cloud services and the associated services and functions, is linked to the term of the contract.

3. after termination of the contract, we will delete data stored by us, unless there are retention obligations or rights. The customer is obliged to back up his data himself in good time before the contract expires. 4.

4. if the customer demands the return of the data entered by him after termination of the contractual relationship, we shall be entitled to claim the resulting expenses in accordance with the price list valid at the time of the demand for return.

§ 27 License shop
1. Licenses for the use of cloud services provided by us shall be granted on the basis of corresponding orders placed by the customer in our license store provided at the URL https://portal.twyz.cloud. All licenses to be purchased via the license store are usage licenses for the use of the software within the scope of the Software-as-a-Service service offer for the term specified for the respective item and the net price also specified for the item. 2.

2. In order to use the store system, the customer must carry out a one-time initial registration, in the context of which he must create a customer account using the applicable and at the time of the creation of the customer account.

3. the customer has to keep the access data (e-mail address and password) chosen by him to the license store always secret and to inform us immediately about a possible loss or abuse of the data. If the customer fails to notify us accordingly, it shall be assumed that all bookings made using the customer's e-mail address and password are actually attributable to the customer.

4. using the license store, the customer can activate individual licenses and modules of the software by booking the corresponding functions. For the licenses and modules booked by the Customer, the conditions presented in the store system shall apply, in particular with regard to term and price. In this context, the Customer is advised that the combination or purchase of several licenses may also be necessary in the event of an extension by a user (e.g. basic ERP license and CRM license).

5. with the initial registration the customer confirms that he is exclusively acting as an entrepreneur (§ 14 BGB). Therefore, there is no legal and/or contractual right of withdrawal for orders placed via the license store.

6. All invoices for orders placed by the Customer via the License Shop shall be available for download in PDF format in the User Portal under the sub-item Invoices for at least six months, calculated from the date of the order.

III. Special Conditions for the Sale of Hardware and Software
Insofar as we sell hardware and/or software as an independent service or as an ancillary service, i.e. with respect to software we expressly grant a permanent license to use the software in return for payment of a one-time fee, the following provisions shall apply in addition to the provisions under I. and the applicable provisions under II. if applicable:

§ Section 28 Special warranty provisions
1. technical data, specifications and performance data in public statements, in particular in advertising material, shall not be deemed to be quality data. The functionality of software is based on the description in the user documentation and the agreements made.

2. if the customer has made changes to the services provided by us, this will result in the expiry of the customer's warranty rights. This shall not apply if the change had no influence on the defect.

§ 29 Handover; Installation of Software; Granting of Rights
1. software shall be handed over to the customer either on a transportable storage medium (e.g. CD, DVD) or made available by download. Together with the contractual software, we shall also deliver to the customer any documentation that may be required for the operation of the software. The documentation and the installation instructions shall be supplied in paper form or in printable form, unless they are included in an internal help function of the program.

2. the installation of the software is carried out by the customer. Installation services are to be ordered separately, insofar as these do not result from the offer.

3.We grant the customer a non-exclusive right to use the subject matter of the contract for single and multi-user use for an unlimited period of time, but only for the country of destination agreed between the parties in which the subject matter of the contract is to be used. In the absence of an express agreement, the right of use shall be granted exclusively for the country in which the customer has its place of business. Insofar as agreed, the right of use may only be exercised at the same time by a maximum of the number of natural persons for which the customer has paid the purchase price in accordance with the agreement. In the event of additional use without consent (in particular in the event of simultaneous use by a larger number of users than agreed), we shall be entitled to invoice the amount due for the additional use in accordance with our price list valid at that time, unless the customer proves substantially lower damages on our part. Further non-contractual claims for damages shall remain unaffected.

4.The Customer may use the Software only for the purpose of processing its internal business transactions and those of such companies that are affiliated with it within the meaning of Section 15 of the German Stock Corporation Act ("Group Companies"). In particular, (i) a data center operation for third parties or (ii) the temporary provision of the Software (for example as Application Service Providing or as Cloud Service/Software-as-a-Service) for companies other than Group Companies, (iii) any use for private purposes or (iv) the use of the Software for the training of persons who are not employees of the Customer or its Group Companies shall only be permitted with our prior written consent. Commercial subletting is generally prohibited.

5. duplications of the software are only permitted to the extent that this is necessary for the contractual use. The customer may make backup copies of the software to the extent necessary in accordance with the rules of technology. Backup copies on movable data carriers shall be marked as such and provided with a copyright notice, if any, on the original data carrier. If the customer has acquired the software by way of online download, he shall be entitled to copy the software onto a data carrier in the event of an authorized transfer. Otherwise, the right of the seller to the online copy is exhausted in the same way as if the customer had received the software on a data carrier.

6.The customer is only authorized to make changes, extensions and other modifications to the software within the meaning of § 69c No. 2 UrhG (German Copyright Act) to the extent that this is permitted by law. Before the customer eliminates errors himself or through third parties, he shall first allow us at least one attempt to eliminate the error. The customer shall not be entitled to its own rights of use and exploitation in such adaptations - beyond the rights of use granted under this contract. Insofar as the customer acquires rights to modifications, we may - in return for appropriate remuneration - demand the granting of an exclusive or non-exclusive, spatially and temporally unrestricted right of use with the right to sublicense.

7. the customer shall only be entitled to decompile the software within the limits of § 69e UrhG and only if we have not provided the necessary data and/or information to establish interoperability with other hardware and software after a written request with a reasonable period of time.

8. if we provide the customer with supplements (e.g. patches) or a new edition of the subject matter of the contract (e.g. update, upgrade) which replaces previously provided subject matters of the contract ("old software") within the scope of rectification or maintenance, the new edition shall be subject to the same provisions as the old software. If we provide a new edition of the subject matter of the contract, the customer's rights with respect to the legacy software shall expire as soon as the customer uses the new software productively, even without an express request for return on our part. However, we shall grant the customer a three-month transition period during which both versions of the subject matter of the contract may be used side by side.

§ 30 Scope of software services, installation, training, maintenance
1. Insofar as customer-specific adaptations of the software offered by us are owed, the basis for the scope of performance shall be the (possibly simplified) specification sheet drawn up with the customer and the specification sheet derived therefrom and approved by the customer. If changes are made to the scope of services after the release of the specifications, we shall be entitled to demand separate remuneration for their implementation, if applicable. Likewise, requests for changes made by the customer after the release of the specifications shall extend the duration of the project by the time required to implement the changes. Binding promised completion dates shall become non-binding in the event of changes to the software ordered after the release of the specifications.

2. For the installation of the software, we refer to the installation instructions described in the application documentation, in particular to the hardware and software environment that must be available at the customer's site. At the customer's request, we shall undertake the installation, configuration and parameterization of the software on the basis of an agreement to be concluded separately and the applicable price lists.

3. We shall provide instruction and training on the basis of a separate agreement and the applicable price lists.

4. all purchase licenses are subject to annual software maintenance fees on top of the list price. If the system is licensed for the first time, these fees will only be charged from the 2nd year of use. All software updates (3-4 versions per year) will be provided for installation after consultation. Warranty claims are not affected by the maintenance contract; they can be asserted free of charge during the warranty period according to the provisions of the respective contract or the conditions regulated herein.

IV. Special Terms and Conditions for Software Rental

Insofar as we provide services in the area of software rental, i.e. the provision of software for a limited period of time against payment of a regular or one-time fee, the following provisions shall apply in addition to the provisions set forth in I. above:

§ 31 Subject matter of performance
1. To the extent that we lease software to the Customer, we owe the temporary provision of the contractually agreed software in the version current at the time of conclusion of the contract. Updates to the software shall only be provided - except for the purpose of rectifying defects - if necessary on the basis of a separate agreement.
2. The software shall be provided exclusively for the contractual use described in the offer. 3) The customer shall receive the computer program.

3. the customer receives the computer program ready for installation in the object code on a data carrier or by download.

4. the functional scope of the program as well as the hardware and software conditions of use result from the product description there is described in addition the system environment (clients, server and network), in which the program may be used.

§ 32 Installation, Consulting
1. The customer installs the software himself.

2. We owe consulting services only if this is expressly and separately agreed. Any consulting services to be rendered shall be remunerated separately by the customer at reasonable and customary market conditions.

Adaptations or modifications of the software as well as the creation of interfaces to third-party programs by us shall only be owed insofar as these are necessary for the maintenance or repair of the leased property or to ensure use in accordance with the contract. Apart from that, we shall only be obliged to make adaptations or modifications if this is expressly agreed; corresponding services shall be remunerated separately by the customer, if necessary, at reasonable and customary market conditions.

§ 33 Rent
1. The net rent shown in the offer includes the remuneration for the provision and use of the software as well as for its maintenance and repair.

2. The rent shall be paid monthly in advance by the fifth working day of each month at the latest.

3. We shall be entitled to increase the rent for the first time after twelve months have elapsed following the date on which the software was made ready for operation, by giving three months' written notice to the end of the month. Further increases may be made at the earliest 12 months after the previous increase has taken effect. The increase must be reasonable and in line with the market. It may amount to a maximum of 3% of the rent applicable at the time of the announcement. The customer has the right to terminate the lease within a period of six weeks after receipt of the announcement of a rent increase.

§ Section 34 Rights of Use to the Software, Use in the Network
1. We grant the customer the simple, non-transferable right to use the program provided in the object code as well as the other components of the software for the contractual purpose assumed in accordance with the following provisions of this § 34 as well as the following §§ 35, 36 and 37 for a limited period of time for the duration of the contractual relationship.

The Customer shall be entitled to use the program within the network operated by it at the time the order is placed on a server designated there and on the number of workstations (clients) designated in the offer to the extent of the licenses granted. In this context, Customer is advised that the combination or acquisition of several licenses may also be necessary in the event of an extension by one user (e.g. basic ERP license and CRM license).

§ 35 Duplication of the Software
(1) Customer shall be entitled to copy the program if and to the extent this is necessary for the intended use.

(2) The Customer shall be entitled to make copies of the Program to the extent necessary to secure future use of the Program and for purposes of data backup and archiving in accordance with the Customer's operational requirements.

3. the customer is obliged to inform us on request about the number, storage medium and storage location of the copies made.

4. the customer's right to copy the program code under the conditions of § 69d paragraph 1 UrhG remains unaffected.

5. other reproductions are not permitted.

§ Section 36 Modifications of the Program; Decompilation
1. The Customer may not make any modifications to the program unless such modifications are necessary for the intended use of the program. Reworking is permissible if it is necessary for the rectification of a defect and we are in default with the rectification of the defect, we refuse the rectification of the defect without justification or we are unable to rectify the defect immediately for other reasons attributable to our area of responsibility. Reworking shall also be permissible if it is necessary to eliminate compatibility problems in the interaction of the program with other programs required by the customer and we are not willing or able to eliminate such problems in return for reasonable compensation in line with market conditions.

2. the customer may not commission any third parties who are our competitors with measures pursuant to paragraph 1, unless the customer proves that there is no risk of disclosure of important trade and business secrets on our part (in particular of the functions and design of the program).

3. decompilation of the program shall only be permitted if the prerequisites and conditions specified in Section 69e (1) of the German Copyright Act (UrhG) are met. The information obtained in this way may not be used or disclosed contrary to the provisions of Section 69e Paragraph 2 UrhG.

4. identifications of the Software, in particular copyright notices, trademarks, serial numbers or similar may not be removed, changed or made unrecognizable.

§ 37 Transfer of the software to third parties
(1) The customer shall not be entitled to transfer the software to third parties, in particular to sell or rent it, without our permission.

2. dependent use by the customer's employees or other third parties subject to the customer's right to issue instructions within the scope of the intended use shall be permitted.

§ 38 Obligations of the customer to notify us and to take care of the goods
1. The customer shall be obliged to notify us immediately of any defects in the software. In doing so, he shall take into account our instructions for problem analysis within the scope of what is reasonable for him and forward to us all information available to him that is necessary for the elimination of the defect.

2. the customer shall take suitable precautions to protect the software from unauthorized access by third parties. He shall keep the original data carriers and the data carriers with the copies made by him in accordance with the contract in a secure place. He shall inform his employees and other persons entitled to dependent use pursuant to Section 37 (2) that the making of copies in excess of the contractual scope is not permitted.

§ Section 39 Rights of the Customer in the Event of Defects
1. We shall be obliged to remedy any defects in the software provided, including the documentation.

2. Defects shall be remedied at our discretion by repair or replacement free of charge.

3. Termination by the customer pursuant to Section 543 (2) Sentence 1 No. 1 of the German Civil Code (BGB) on the grounds that the software is not being used in accordance with the contract shall only be permissible if we have been given sufficient opportunity to remedy the defect and this has failed. The rectification of defects shall only be deemed to have failed if it is impossible, if we refuse to rectify the defect or if it is unreasonably delayed, if there are reasonable doubts as to the prospects of success or if it is unreasonable for the customer for other reasons.

4. the customer's rights due to defects shall be excluded insofar as the customer makes changes to the rental object or has such changes made without our consent, unless the customer proves that the changes do not have any effects on the analysis and elimination of the defects that are unreasonable for us. The rights of the customer due to defects shall remain unaffected, provided that the customer is entitled to make changes, in particular within the scope of exercising the right of self-remedy in accordance with § 536a paragraph 2 of the German Civil Code (BGB), and that these changes were carried out professionally and documented in a comprehensible manner.

§ 40 Limitation of liability
1. We shall be liable within the scope of the statutory provisions in each case without limitation for damages
(a) resulting from injury to life, body or health caused by intentional or negligent breach of duty or otherwise caused by intentional or negligent conduct on our part or on the part of one of our legal representatives or vicarious agents;
(b) due to the absence or omission of a warranted characteristic or in the event of non-compliance with a guarantee;
(c) which are based on an intentional or grossly negligent breach of duty or otherwise on intentional or grossly negligent conduct on our part or on the part of one of our legal representatives or vicarious agents.

2. we shall be liable, limited to compensation for the foreseeable damage typical for the contract, for such damage which is based on a slightly negligent breach of essential obligations by us or one of our legal representatives or vicarious agents. Material obligations are obligations the fulfillment of which is essential for the proper performance of the contract and the observance of which the customer may rely on.

3. we are liable for other cases of slightly negligent conduct limited to six times the monthly rent per case of damage.

4. the strict liability of the landlord according to § 536a paragraph 1, 1st alternative BGB because of defects that already exist at the time of the conclusion of the contract, is excluded.

5. In the event of loss of data caused by simple negligence, we shall only be liable for the damage that would have been incurred even if the customer had properly and regularly backed up the data in a manner commensurate with the significance of the data; this limitation shall not apply if the backing up of the data was impeded or impossible for reasons for which we are responsible.

6. The above provisions shall also apply mutatis mutandis to our liability with regard to the reimbursement of futile expenses.

7. Liability under the Product Liability Act shall remain unaffected.

§ Section 41 Term of the contract, termination of the rental relationship
1. The rental relationship shall commence on the date stated in the offer and shall have a term of 24 months in the absence of any other provisions. It shall be automatically extended by a further 12 months unless terminated by one of the parties with one month's notice at the end of the respective term.
2. The customer's rights of termination under § 33 (3) and § 39 (3) of these Terms and Conditions shall remain unaffected.

3. The right of either party to terminate the agreement for cause shall remain unaffected.

4. Termination must be in text form in order to be effective.

§ Section 42 Return
1. upon termination of the contractual relationship, the customer shall return the program to us on the original data carriers including accessories. Any copies of the program provided by us shall be completely and permanently deleted.

2. Instead of returning the program, we may also demand the deletion of the program provided and the destruction of any accessories provided.

3. any use of the software after termination of the contractual relationship is prohibited.

V. Special Conditions for Development of Customer-Specific Individual Software and Software Customization
Insofar as we provide services in the area of software development, i.e. the creation of individual software or the development and implementation of customer-specific adaptations, including the development of interfaces, the following provisions shall apply in addition to the provisions set forth in I. above:

§ 43 Cooperation of the Customer
The software shall be created by us in accordance with the special requirements of the customer communicated to us. The customer shall provide a contact person or, at our request, its own project team to a reasonable extent in terms of time and quality to support the necessary work. This obligation is the main obligation.

§ 44 Changes to the subject matter of the contract
The customer shall be entitled to request reasonable changes to the subject matter of the contract until acceptance. We shall implement such changes on such terms and within such periods as correspond to the terms calculated in this contract. The agreed deadlines shall be extended in our favor if the agreed change causes delays that cannot be accommodated in any other way (for example, by giving priority to the implementation of another module). If the scope of the project is reduced as a result, Section 648 of the German Civil Code (BGB) shall apply with the proviso that we shall be entitled to demand 10% of the agreed remuneration attributable to the part of the work not yet performed. The changes to be made and the associated extensions of time shall be recorded in a change protocol which shall become an integral part of the contract.

§ 45 Transfer of rights
1. Upon full payment of the partial amounts due up to (and including) acceptance, the Customer shall acquire title to all movable items owed under the contract. The free use of delivered items prior to acceptance is permitted.

2. Upon full payment of the partial amounts due up to (and including) acceptance, the Customer shall acquire the simple, non-exclusive right, unlimited in time, to use the contractual software in the object code to the defined extent throughout the entire group of companies. In addition, the rules of §§ 69a ff. UrhG (German Copyright Act) shall apply in the sense of acquisition against a one-time license in perpetuity. Free use for test purposes is also permitted prior to acceptance. The source code shall only be the subject of the transfer of rights if this is expressly agreed in writing.

3. If it has been expressly agreed with the customer in writing that software is to be created that is adapted to the customer's individual requirements, together with the provision of the source code, which is to be developed without the use of standard modules, the customer shall, upon full payment of the partial amounts due up to (and including) the time of acceptance, acquire all property rights existing in the software that is the subject matter of the contract, in particular the comprehensive, exclusive right, extending to all known types of use, in particular reproduction, modification, editing and distribution in online and offline media, to use the contractual software in the object and source code for an unlimited period of time. Insofar as standard modules available from us are also used within the framework of the development as agreed, the provision in accordance with Paragraph 2 shall apply to the standard modules with the proviso that the transfer of the source code is not owed with regard to the standard modules; insofar as the parties agree on the transfer of the object code as a lump sum without distinguishing between software developed individually according to the customer's wishes and standard modules, the obligation to transfer the source code shall always relate only to the individually developed program modules. Free use for test purposes shall also be permitted prior to acceptance.

§ 46 Project Management
1. Both parties shall, at the latest upon conclusion of the contract, each appoint a project manager and his deputy as well as, to the extent that this appears necessary in the opinion of one of the parties in view of the scope of the project, an "escalation manager" (project team). If one of the aforementioned persons is prevented from working for a foreseeable unreasonably long period of time or leaves the company, a replacement person shall be appointed in good time.

2. The project managers of the parties and their deputies shall be authorized to accept all declarations in connection with this contract, in particular technical and legal acceptances, including partial acceptances.

3. the project managers shall meet for regular project meetings at the request of one of the parties. The Customer may convene meetings at its reasonable discretion with reasonable notice until acceptance, whereby the Customer may convene at least one meeting within two months.

4. the content of the meetings is the clarification of all questions in connection with this contract. In cases of dispute, the project managers shall work towards reaching an agreement. If no agreement is reached, either party may immediately contact the "escalation manager" of the other party. The latter is obliged to make a decision on the unresolved issue without delay and to notify the other party thereof.

§ 47 Transfer of risk
The risk of accidental loss of the Work shall pass to the Customer upon acceptance. However, prior to this point in time, the Customer shall ensure that technical and organizational measures are taken to safeguard the economic good (duty of safekeeping).

§ 48 Acceptance
1. prior to acceptance, the customer shall only be obliged to confirm receipt of goods and work or services. Any confirmations of receipt shall not affect the proper performance of the contract; in particular, they shall not constitute acceptance. Notwithstanding this, partial acceptances for independently executable partial works are permissible at any time.

2. We may request confirmation from the customer if we have handed over the complete execution specifications. The customer has the obligation to check the completeness of the execution specification at the user level. The confirmation does not replace the subsequent acceptance of the entire system.

3. We may demand acceptance from the customer if we have handed over the fully functional system and have verified its functionality in accordance with subsections 4. and 5. below and if the entire system has subsequently run for one month without any significant malfunction (system acceptance capability). If the customer refuses (also partial) acceptance of the work despite us setting a reasonable deadline without at least giving notice of a defect, the respective work shall be deemed to have been accepted upon expiry of the deadline set by us. The same shall apply if the customer uses the entire system productively for at least one month without duly reporting any significant defects in the work during this period. 4.

For acceptance, we shall prove the existence of the guaranteed properties as well as the proper functioning of the system. The acceptance shall cover the entire contractual scope of performance, unless partial acceptances have taken place previously. The limitation periods for claims for defects shall in any case only begin with the declaration of acceptance of the entire system. § Section 640 (2) of the German Civil Code (BGB) is waived. 5.

The date of the unconditional signing of the acceptance protocol by the customer shall be deemed to be the date of acceptance. Acceptance may not be unreasonably refused. Insofar as defects or missing functions or malfunctions are recorded in the acceptance protocol, the date of acceptance shall be the first day on which the last not merely insignificant defect has been eliminated or the last not merely insignificant missing function has been integrated without defects.
The acceptance protocol must be signed by both contracting parties.

§ 49 Claims due to defects/warranty
1. We warrant that at the time of acceptance the system is not defective in any way that would nullify or significantly diminish its value or suitability for the customary use provided for in the contract.

2. Claims based on defects shall become statute-barred within one year of acceptance.

3. if the customer complains about defects during the warranty period, we shall initially provide subsequent performance free of charge in accordance with the following provisions: We shall first attempt to remedy the defect. This shall not apply if the customer cannot reasonably be expected to remedy the defect. If the rectification of the defect fails within a reasonable period of time, we shall be entitled to supply the customer with a different version of the contractual software, during the operation of which the defect complained of by the customer does not occur, provided that this is not associated with a significant functional restriction of the software. We may claim that the removal of the defect and/or the new delivery are unreasonable. If, within the scope of subsequent performance, we deliver a defect-free release by way of rectification or by way of new delivery, the customer shall be obligated for its part to return the release previously in use by it. The subsequent performance or the removal of the defect shall only be deemed to have failed if several attempts to remedy the defect within a reasonable period of time have been unsuccessful and the customer cannot reasonably be expected to wait any longer. In this case, the customer is entitled to withdraw from the contract or to reduce the remuneration. The customer's right of self-performance is excluded.

§ 50 Contractual default, liability
1. Insofar as fixed dates have been agreed in this contract, we shall be in default in the event of delays for which we are responsible, following a corresponding request for acceptance by the customer, once the agreed date has expired. This shall not apply if our performance depends on a prior act of cooperation by the customer which has not been performed, has not been performed in full or has not been performed within an agreed reasonable period or within a reasonable period set by us.

2. both parties shall otherwise be liable under this contract for breaches of duty (a) without limitation in the event of intent, gross negligence and gross organizational culpability, (b) in the event of damage due to injury to a person, irrespective of the type of culpability, (c) in the event of the assumption of a guarantee.
3. In the event of a breach of material contractual duties and material breaches of duty, the parties' liability shall be limited to the amount of the foreseeable damage typical for the contract, except in the cases specified in Section
4.In all other cases, the liability of the Provider shall be limited to the contractually owed remuneration, however, to a maximum of EUR 25,000.

5. liability according to the product liability law remains unaffected.

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