SaaS Terms and Conditions - Brandification

Terms and Conditions / SaaS Terms of Brandification GmbH

Preamble

The provider (Brandification GmbH, Bucher Str. 5, 90419 Nuremberg) offers a software solution to corporate customers (hereinafter referred to as “system users”). This software, protected by copyright in favor of the provider, is a web-based software. The system user has reviewed the software solution and found it to be fully suitable for their tasks and business processes. The provider makes this software available for use via the internet as a SaaS solution. The system user and their users (hereinafter referred to as “users”) wish to use the software as a SaaS solution. Based on this background, the parties conclude the following Software-as-a-Service (SaaS) contract (hereinafter referred to as “contract”):

1. Subject Matter of the Contract / Provider's Performance Obligations

1.1 The subject matter of the contract is the “Brandification Software” software with the included modules for Brand Challenge and Onboarding and/or for Brand Touchpoint and Customer Journey Management. The “Brandification Software” software and the aforementioned modules are hereinafter referred to as the “Contract Software”.

1.2 The provider grants the system user access to the contract software via the internet. The system user is thus given the technical capability and authorization to access the contract software, which is hosted on a central server, via the internet and to use the functionalities of the contract software within the scope of the contract. The system user may use the application for their own purposes, process, and store their data. The system user is authorized to grant this authorization to end users (hereinafter referred to as “users”) within the permissible scope of the service.

1.3 The point of delivery for the provider’s contractual services is the router exit of the data center used by the provider. The connection of the system user to the internet, the maintenance of the network connection, and the procurement and provision of the hardware and software required on the system user’s or their accounts’ side are not part of this contract.

1.4 The contract software is available seven days a week, 24 hours a day (“operating time”). The average availability during operating times is 98.5% per month. During other times (“maintenance times”), the application may still be available with interruptions and limitations, but there is no claim to usage. If maintenance work becomes necessary during operating times and the application is therefore unavailable, the provider will inform the system user of this in advance whenever possible.

1.5 The provider provides the system user with the access data required for the use of the system user’s administration area of the application (“system user backend”) for identification and authentication. The system user is not permitted to provide this access data to third parties, unless it is an additional account named to the provider, which was considered in the fee calculation. The system user will inform the provider of any new additional users of the system user backend before they begin their activities. If agreed, the provider will make the necessary adjustments to the fee calculation.

1.6 The provider is responsible for securing the data transmitted by the system user. The provider will use virus scanners and firewalls to prevent unauthorized access to the system user’s data and the transmission of harmful data, particularly viruses, as far as this is possible with reasonable economic and technical effort. However, the system user is aware that complete protection against harmful data is not possible. If a threat cannot be eliminated in another technically and economically appropriate and promising way, the provider is entitled to delete data of the system user or their accounts that contain harmful content. The provider will inform the system user of this.

1.7 If the system user transmits data to the provider in any form, the system user must make backup copies of these data on their own storage devices. The provider will regularly back up its servers and protect them against unauthorized access with reasonable technical and economic effort. The provider ensures the backup of data inventories (file system and databases) using a standard procedure. The system user alone is responsible for complying with commercial and tax retention periods.

1.8 The provider maintains the contract software, particularly diagnosing and remedying defects within a reasonable time. Defects are significant deviations from the contractually agreed specification. Additional maintenance services may be provided by the provider for an additional fee.

1.9 Unless expressly mentioned above, the provider does not owe any further services. In particular, the provider is not obliged to provide installation, setup, consulting, customization, and/or training services, as well as to create and provide individual programming or additional programs, unless these are part of the contractual agreements.

2. Usage Rights

2.1 The provider grants the system user the non-exclusive, non-transferable, and non-sublicensable right to use the contract software on the provider’s system at the data center in Frankfurt a.M. for the duration of this contract, for a fee. The contract software is not transferred to the system user. If the provider makes new versions, updates, or upgrades of the contract software available during the term of this contract, the above usage right applies to them in the same way. The provider is not obliged to provide new versions, upgrades, or updates unless this is necessary for defect rectification or agreed otherwise in this contract. Beyond the purposes of this contract, the system user is not entitled to use, copy, download, or make the contract software or any data other than their own available to third parties outside the agreed user group.

2.2 The use of the Brandification Software is exclusively reserved for the employees of the contracting company. Any use by third parties who are not directly employed by the contracting company (including but not limited to consultants, agencies, partner companies, or competitors) requires prior written consent from Brandification GmbH. To obtain such consent, the full name, company, and position of the individual(s) in question must be provided in writing. The contracting company is obligated to ensure that only authorized users are granted access to the software. Any violation of this provision may result in immediate suspension of access and the assertion of claims for damages.

2.3 For each case in which the system user culpably enables third parties to use the contract software, the system user shall pay damages in the amount of the fee that would have been incurred for a single user during the contractually agreed ordinary contract duration. The system user reserves the right to prove that no or significantly less damage has occurred. All further rights of the provider remain unaffected by this provision.

2.4 In the case of unauthorized use or transfer of use, the system user must provide the provider with all necessary information to assert claims against the user, particularly their name and address, upon request.

2.5 If the contractual use of the contract software is impaired by third-party property rights without the provider’s fault, the provider is entitled to refuse the affected services. The provider will inform the system user immediately and provide them with access to their data in an appropriate manner. In this case, the system user is not obliged to pay. Other claims or rights of the system user remain unaffected.

3. Obligations of the System User

3.1 The system user will fulfill all obligations necessary for the provision and processing of this contract in a timely, complete, and professional manner.

3.2 The system user will provide a responsible and named employee as a contact person. They will particularly provide the information required to perform this contract and be deemed authorized to make legally binding decisions. The system user may name another or additional contact person. Changes in the contact person’s identity must be communicated to the provider immediately.

3.3 The system user is solely responsible for ensuring that they and their users have an internet connection and appropriate hardware and software equipment or configuration according to the following system requirements:

Smartphone, tablet, or computer with a functioning internet connection and one of the following internet browsers (minimum version):

Google Chrome 90
Apple Safari 12
Microsoft Edge 88
Mozilla Firefox 78

We recommend always using an up-to-date browser version for security and performance reasons. The operation and maintenance of these technical requirements are solely the responsibility of the system user.

3.4 The system user will protect the user and access authorization assigned to them and their users, as well as identification and authentication security measures, from unauthorized third-party access and not pass them on to unauthorized users. As soon as the system user has any indication that the user and access authorizations have been unlawfully obtained or could be misused by a third party, the system user is obligated to inform the provider immediately to minimize damage.

3.5 If the system user collects, processes, or uses personal data as part of the use of the contract software and no legal basis exists, the system user must obtain the necessary consent of the affected person during the first login. The system user must also comply with all data protection and other legal requirements.

The consent of the users is obtained via the following notification, which precedes the use of Brandification: Consent to Data Processing “I agree to the processing of my personal data by Brandification GmbH in accordance with the GDPR. Details on data processing. (Link: https://brandification.com/en/privacy-policy/)”

3.6 The system user must pay the agreed fee on time.

3.7 The system user must not misuse or allow the misuse of the contract software, particularly not transmitting content with illegal content. The system user will also refrain from attempting to access or allow unauthorized third parties to access information or data or to interfere or allow interference with programs operated by the provider or unauthorized access to the provider’s data networks.

3.8 The application is programmed for online operation and is individually configured for the system user. Therefore, the application must be tested with current browsers and plugins before use and checked for possible malfunctions. The system user is obliged to carry out the necessary tests and immediately report any malfunctions to the provider.

3.9 When describing, delimiting, identifying, and reporting faults, the system user must follow the provider’s instructions. The system user may need to use checklists provided by the provider.

3.10 The system user must clarify their fault reports and questions as precisely as possible and rely on competent employees for this purpose.

3.11 The system user must immediately report errors in the contractual services to the provider in writing, specifying how and under what circumstances the error or defect occurs, and actively support the provider in troubleshooting. If, after checking a defect notification from the system user, the provider finds that the defect did not occur within the area of responsibility of the provider and therefore no correction is required, the system user will bear the costs of the inspection according to the provider’s valid price list.

3.12 The system user will inform the provider immediately if there are any changes in the legal form, the persons acting on behalf of the system user, their contact details, billing information, or the like.

3.13 The system user must ensure that their data and information transmitted to the provider and stored on the provider’s servers do not infringe the rights of third parties. If the system user has doubts about this, they must point this out to the provider in writing in good time before the corresponding transmission. Otherwise, they will indemnify the provider against all third-party claims. This applies particularly to copyright, data protection, and competition law claims, as well as claims from other intangible property rights and all related claims for compensation.

3.14 The system user grants the provider the right to use, transfer, and process the data transmitted by the system user to the extent necessary to provide the contractual services. The system user assures that they have all necessary rights to the data and may grant the provider these rights.

3.15 The system user is obliged to inform the provider immediately of any legal, factual, or technical changes and circumstances that may affect the performance of the contract, particularly those that could affect the availability of the contract software, the possibility of accessing the data, the security of the contract software, and the use of the contractual services.

4. Remuneration

4.1 The fees for using the contractual software consist of an annual usage fee, which depends on the intensity of use (modules / number of user licenses). Additionally, a setup fee is charged for standardized company-specific adjustments and onboarding, as well as costs for individually agreed additional services such as consulting, conceptualization, content creation, etc. The applicable fees are those currently valid with the provider or as separately agreed in specific offers.

4.2 The system user is obligated to pay for the use of the contractual software under the access credentials provided to them, even if it is accessed by unauthorized third parties. The provider’s entitlement to payment requires proof that the system user is responsible for the third-party use. The payment obligation also applies if the system user had a reasonable suspicion that the access credentials had been disclosed to third parties and failed to promptly notify the provider. However, the system user is not obligated to pay for unauthorized use if the usage occurred after the system user informed the provider about the disclosure of access credentials to third parties.

4.3 Recurring fees are due annually in advance on the date of initial registration. Other services are payable upon completion of the service and receipt of the invoice by the system user. Unless otherwise agreed in writing, invoices must be paid within 14 days of receipt without deduction.

4.4 All stated fees and prices are exclusive of the applicable statutory value-added tax, which will be invoiced in addition to the fee.

4.5 To account for increased personnel and other costs, the provider reserves the right to adjust the prices and fees for the contractual services. Such price adjustments are permitted no earlier than twelve months after the contract’s conclusion and only once per year. The provider will notify the system user of the change in writing at least six weeks before it takes effect. If the system user does not accept the price increase, they are entitled to terminate the contract in its entirety with one month’s notice to the end of the calendar month. In the event of termination, the prices in effect before the termination notice will apply until the termination becomes effective.

4.6 The system user may only offset claims or assert a right of retention if the claims are legally established or undisputed. The system user may assign claims arising from this contract to third parties only with the provider’s prior written consent.

5. Delay

5.1 In the event of a significant payment delay by the system user, the provider is entitled to suspend access to the contract software. In this case, the system user remains obliged to pay the annual fees.

5.2 If the System User

5.2.1 fails to pay the remuneration or a not insignificant part of the remuneration for two consecutive periods; or

5.2.2 in a period of more than two months, the Provider is entitled to terminate the contract without notice and to demand liquidated damages due immediately in one lump sum in the amount of one quarter of the remaining monthly fees until the end of the regular contract term.

5.3 The amount of the damages is to be set higher or lower if the provider proves higher or the system user proves lower damages.

5.4 The provider reserves the right to assert further claims due to payment delays.

5.5 If the provider is in delay with the operational provision of the software, liability is governed by the liability clause. The system user is only entitled to withdraw from the contract if the provider does not meet a reasonable grace period set by the system user, which must be at least three weeks.

6. Changes to the Service

6.1 The Provider may change the service at any time in a manner that is reasonable for the System User. In particular, the change is reasonable if it becomes necessary for good cause, e.g. due to disruption of service provision by subcontractors, and the service features as described under Brandification.com are still essentially fulfilled. The Provider shall notify the System User of the change in writing or by e-mail at least six weeks before it comes into effect.

6.2 Irrespective of this, the Provider is entitled to change or supplement its range of services or parts thereof at any time. The Provider shall notify the System User of the change or addition in writing or by e-mail at least six weeks before it comes into effect. The system user may object to the changes in writing or by e-mail within a period of two weeks from receipt of the notification of change. If the system user does not object, the amendments and additions shall become part of the contract. The Provider shall inform the system user of the consequences of his behavior in the notification of change. If the system user objects to the amendment in due time, the Provider may terminate the contract with due notice at the next possible date.

7. Liability

The Provider shall be liable as follows, irrespective of the legal reasons:

7.1 The Provider shall be liable for defects in the contractual services in accordance with this Section 7, insofar as impairments are not due to restrictions in availability.

7.2 If the services to be provided by the Provider under this contract are defective, the Provider shall, at its discretion, either rectify the defects or provide the services again within a reasonable period of time and after receipt of a notice of defects. When using third-party software that the Provider has licensed for use by the system user, the liability for defects shall consist of the procurement and installation of generally available upgrades, updates or service packs.

7.3 If the defective performance fails for reasons for which the Provider is responsible, even within a reasonable period set by the System User, the System User may reduce the agreed remuneration by a reasonable amount.The right of reduction is limited to the amount of the annual remuneration attributable to the defective part of the service.

7.4 If the reduction pursuant to Section 7.3 above reaches the maximum amount specified in Section 7.3 in two consecutive months or in two months of a quarter, the System User may terminate the contract without notice.

7.5 The System User shall notify the Provider immediately in writing of any defects that occur.

7.6 The System User shall support the Provider free of charge in remedying the defects and, in particular, provide the Provider with all necessary documents, data, etc. that the Provider requires to analyze and remedy the defects.

7.7 The Provider is obliged to remedy defects in the contractual software without delay. When rectifying defects, the Provider must ensure that the connection between the Provider’s server and the system user is not interrupted, insofar as this is technically possible. The no-fault claim for damages pursuant to § 536a, 1st Alt.

BGB is excluded. The other obligations of the Provider pursuant to §§ 1 to 2 of this contract are subject to the warranty provisions of service contract law (§§ 611 ff. BGB).

7.8 The Provider is not liable for the functionality of the lines to its server, in the event of power failures and in the event of failures of servers that are not within its sphere of influence.

7.9 The Provider shall not be liable for the functionality and quality of the content that the System User or its users produce themselves through the application. Before making content available online, the system user must ensure the functionality and quality of the content by means of sufficient tests. The Provider or its vicarious agents shall not be liable for defects of any kind in the content generated using the application (e.g. PDF exports) unless the defects are due to an error in the application itself. The system user shall indemnify the Provider and its vicarious agents against liability for defective content in relation to third parties, in particular its customers.

7.10 The Provider is not responsible for content (e.g. texts, images, layouts, illustrations) provided by the System User or for content resulting from use by third parties, in particular users of the System User.

7.11 In the event of slight negligence, the Provider shall only be liable for breaches of material contractual obligations (cardinal obligations) and for personal injury and in accordance with the German Product Liability Act. Otherwise, the Provider’s pre-contractual, contractual and non-contractual liability shall be limited to intent and gross negligence, whereby this limitation of liability shall also apply in the event of fault on the part of a vicarious agent of the Provider.

7.12 Liability for the fault of other vicarious agents shall be limited to five times the monthly fee and to such damages as are typically to be expected in the context of Software-as-a-Service.

7.13 Liability for data loss is limited to the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risk.

7.14 The Provider shall be liable without limitation for personal injury for which the Provider is responsible. In the event of damage to property for which the Provider is responsible, the Provider shall reimburse the cost of restoring or replacing the items up to a maximum of the order value. In the event of damage to data carrier material, the obligation to pay compensation does not include the cost of recovering lost data.

7.15 The limitation of liability under 7.14 shall not apply in cases of intent, gross negligence or breach of material contractual obligations. However, in the event of a slightly negligent breach of essential contractual obligations, the obligation to pay compensation shall be limited to the foreseeable damage typical of the contract.

7.16 The System User shall have no further claims or rights other than those expressly stated in this Section 7 due to defects in the contractual services, unless the Provider is liable to a greater extent on the basis of mandatory statutory provisions.

8. Third-Party Property Rights

8.1 If the System User is convicted by a court of law of an infringement of industrial property rights and copyrights of third parties due to the contractual use of the services provided by the Provider, the Provider shall indemnify the System User against these claims under the following conditions:

8.1.1 the System User notifies the Provider immediately in writing as soon as it becomes aware of the claims asserted against it, and

8.1.2 the System User grants the Provider control over all defense measures and settlement negotiations. In particular, the System User shall not make any judicial or extrajudicial acknowledgement of the third party’s claims, and 8.1.3 the System User shall support the Provider in a reasonable manner in the defense or settlement of the claims.

8.2 In addition to the indemnification obligation pursuant to Section 8.1 above, the Provider shall only be obliged to compensate the System User for damages due to the infringement of third-party property rights if the Provider is at fault for the infringement.

8.3 The rights of the System User pursuant to this Section 8 shall not apply if the infringement of third-party property rights results from the fact that the System User

8.3.1 has made a change to the contractual services that has not been approved by the Provider in writing within the framework of this contract or in any other way, or

8.3.2 uses the contractual services in a manner other than for the purpose of this contract, or

8.3.3 combines them with hardware or software that does not meet the requirements specified in the description “System requirements”.

8.4 The parties to the contract are aware that parts of the contractual software generate digital content. The Provider assumes no liability for freedom from legal and, in particular, copyright infringements through the production or use of this content. No content may be generated that infringes the rights of third parties, in particular copyrights, trademark rights or other rights. trademark. ancillary copyrights or trademark rights. No content with illegal or immoral content may be generated with the application. This includes, in particular, content that serves to incite hatred within the meaning of Sections 130, 130a and 131 of the German Criminal Code (StGB), incites criminal acts or glorifies or trivializes violence, is sexually offensive or pornographic within the meaning of Section 184 StGB, or is likely to seriously endanger the morals of children or young people or impair their well-being. The Provider is not obliged to monitor the generation of content by the application with regard to possible copyright infringements or other legal violations. The system user expressly indemnifies the Provider and its vicarious agents against all possible claims, in particular copyright claims of third parties, which are based on an unlawful use of the contractual software or which arise from data protection, copyright or other legal disputes associated with the use of the application. If the system user recognizes or must recognize that such an infringement is imminent, he is obliged to intervene immediately to prevent the infringement.

9. Data Protection, Confidentiality and Data Security

9.1 Both contracting parties shall comply with the applicable data protection regulations, in particular those applicable in Germany, and shall oblige their employees deployed in connection with the contract to maintain data secrecy, unless they are already generally obliged to do so.

9.2 In addition, both contracting parties shall comply with the provisions applicable to commissioned data processing and to the data center and shall take the necessary technical and organizational measures to protect the personal data within the meaning of Art. 32 GDPR.

9.3 If the System User collects, processes or uses personal data itself or through the Provider, it warrants that it is authorized to do so in accordance with the applicable provisions, in particular those of data protection law, and shall indemnify the Provider against all third-party claims in the event of a breach.

9.4 It is clarified that the System User remains “master of the data” both generally in the contractual relationship and in terms of data protection law (Art. 28 GDPR). The System User is solely authorized with regard to the right of disposal and ownership of all system user-specific data (entered data, processed, stored data, output data). The Provider does not carry out any checks on the data and content stored for the system user with regard to the legal permissibility of collection, processing and use; this responsibility is assumed exclusively by the system user. The Provider is only authorized to process and / or use the system user-specific data exclusively in accordance with the instructions of the system user (e.g. to comply with deletion and blocking obligations) and within the scope of this contract; in particular, the Provider is prohibited from making the system user-specific data accessible to third parties in any way whatsoever without the prior written consent of the system user. This also applies if a change or addition is made to the system user-specific data. On the other hand, the Provider is entitled to process and use the System User’s data within the scope of what is permissible under data protection law during the validity of this contract.

9.5 The contracting parties shall use all documents, information, and data that they receive in the course of executing this contract and that are designated as confidential only for the purpose of executing this contract, and they shall treat them as confidential as long as and to the extent that they have not become generally known. The contracting parties shall impose a corresponding obligation on their employees affected by this contract. These obligations shall remain in effect for a further two years after the termination of this contract, calculated from the end of the contract.

9.6 The provider may subcontract but must impose a corresponding obligation on the subcontractors.

9.7 The provider guarantees the data protection security of the data entered by the system user and complies with the legal regulations on data protection.

9.8 The provider hereby informs the system user that personal data will be collected, processed, and used to the extent necessary for the execution of the Software-as-a-Service (SaaS) contract. The system user agrees that their data may be stored, transmitted, deleted, and blocked by the provider, insofar as this is necessary, considering the legitimate interests of the system user and the purpose of this contract. The data remaining in Brandification will be deleted six months after the end of the contract.

10. Artificial Intelligence (AI) Services

10.1 In certain areas of our software, we use artificial intelligence (AI), specifically models from OpenAI and Google, to enable functionalities such as brand touchpoint analysis and the generation of optimization suggestions. The AI models are used to enable an automated analysis and evaluation of the brand touchpoints based on defined criteria using the information provided to us on the brand in general and on specific brand touchpoints. Based on this evaluation, the AI models then create specific suggestions for optimizing the evaluated brand touchpoints. These AI models are trained on the basis of a large amount of data and can recognize and react to patterns in order to provide high-quality services.

10.2 Brandification does not transmit personal data such as names or email addresses to the AI models. Even though personal data may be stored in the Brandification software, this data is never forwarded to OpenAI or Google during the use of AI services.

10.3 We have entered into a data processing agreement with the providers of the AI services in accordance with the requirements of Art. 28 GDPR, in which we oblige them to protect our customers’ data and not to share it with third parties. All data transmitted to the AI is treated, forwarded, and processed confidentially in accordance with the terms and conditions of the AI providers. You can find the terms and conditions of the AI model providers and information on data protection on their websites:

OpenAI

OpenAI Business Terms: https://openai.com/policies/business-terms/

Enterprise Privacy at OpenAI: https://openai.com/enterprise-privacy/

Europe Privacy Policy: https://openai.com/policies/privacy-policy/

OpenAI Security Portal: https://trust.openai.com

Google

Google Gemini Business Terms: https://ai.google.dev/gemini-api/terms?hl=en

Google Gemini Data Processing Addendum for Products Where Google is a Data Processor: https://business.safety.google/processorterms/?hl=en

Google Gemini Data Privacy Hub: https://support.google.com/gemini/answer/13594961?visit_id=638572328773234016-2023415157&p=privacy_help&rd=1

10.4 According to the data protection guidelines of the AI providers available to us, the data transmitted to the AI will not be used for the training of AI models. Please note that the data processing practices of the AI providers may change. We will inform you of any changes in data processing practices as soon as we become aware of them, taking into account the necessary updating measures. We recommend that you regularly check the data protection guidelines of the AI providers linked under 10.3.

10.5 Despite careful development and implementation, AI systems can make mistakes. We do not accept any liability for decisions you make based on the information provided by the AI. It is your responsibility to assess the context and reliability of the information provided by the AI.

10.6 By using our services, you accept that we use AI models and agree to the associated terms and conditions.

11. Contract Duration, Termination

11.1 The term of this contract, unless otherwise agreed, is 24 months and begins on the day the provider starts working on setting up the application. Completion is deemed to have occurred when the application is functional and available to the system user for operational use, regardless of when the system user administratively sets up the application, irrespective of minor design changes, and independent of the date the internal company use begins. On this date, the operational provision of the agreed Software-as-a-Service (SaaS) services takes place. If the contract is not terminated in due time, it will automatically renew for an additional 12 months, starting from the end date of the previous contract term.

11.2 The contractual relationship can be terminated by either party with a notice period of 3 months before the end of the contract term, but for the first time, unless otherwise agreed, only after a minimum term of 24 months.

11.3 The right to terminate for good cause remains unaffected. A good cause for termination exists, in particular, if:

11.3.1 one party breaches material obligations or repeatedly breaches non-material obligations under the contract and fails to remedy the breach within a reasonable period after being requested to do so by the other party, or

11.3.2 it is unreasonable for a party to continue with the contract due to force majeure, or

11.3.3 insolvency proceedings have been initiated over the assets of the other party or such proceedings are imminent.

11.4 All terminations under this contract must be made in writing to be effective.

11.5 Upon termination of the contractual relationship, for any reason, the parties are obligated to properly wind up the contractual relationship. To this end, the provider shall, in particular:

11.5.1 deliver to the system user or a third party designated by them, at the provider’s expense, the data stored by the system user under the contract, as well as any databases created under the contract, no later than four weeks after the contract ends, both via data transmission and on data carriers in a format chosen by the provider, and

11.5.2 immediately delete the system user’s data and destroy all copies made after confirmation of successful transfer.

12. Force Majeure

12.1 The provider is released from the obligation to perform under this contract if and to the extent that the failure to perform is due to the occurrence of circumstances of force majeure after the conclusion of the contract.

12.2 Circumstances of force majeure include, for example, wars, strikes, riots, expropriation, storms, floods, and other natural disasters, as well as other circumstances not attributable to the provider (in particular, water ingress, power outages, and interruption or destruction of data-carrying lines).

12.3 Each contracting party must notify the other party of the occurrence of a force majeure event without delay and in written form, and similarly inform the other party as soon as the force majeure event no longer exists.

13. Final Provisions

13.1 All agreements that involve changes, additions, or specifications to these contractual conditions, as well as special assurances, guarantees, and arrangements, must be recorded in writing. Guarantees are only to be qualified as guarantees in the legal sense if they are expressly designated as such. Declarations, additions, specifications, assurances, and/or guarantees made by representatives or auxiliary persons of the provider are only binding if the provider has given their written consent.

13.2 The contracting parties may only transfer the rights and obligations under this contract with the prior written consent of the other party.

13.3 The general terms and conditions of business and purchase of the system user do not apply.

13.4 The contracting parties agree that the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), shall apply to all legal relationships arising from this contractual relationship.

13.5 The exclusive place of jurisdiction for all legal disputes arising from this contract is the provider’s registered office. However, the provider is also entitled to sue at the system user’s place of business.

13.6 Should any provision of this contract be or become invalid, the validity of the remainder of the contract shall not be affected. Within the scope of what is reasonable, the contracting parties are obliged to replace the invalid provision with a permissible provision that comes as close as possible to the economic effect of the invalid provision, provided that this does not result in any significant change to the content of the contract.

Status date: 26/08/2024

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