AiAuditBuddy

General Terms and Conditions

Table of contents

Scope of application, contractual partners and definitions
Subject matter of the contract
Services of the provider and storage space
Changes to services
Registration
Conclusion of contract and contract language
Granting of rights of use by the provider
Granting of rights of use by the customer
Naming as reference customer
Support
Availability of the software
Obligations of the customer
Remuneration and terms of payment
Liability for defects
Liability for damages and indemnification
Contract term and termination
Change of provider
Force majeure
Data protection and confidentiality
Amendment of the GTC
Final provisions
Scope of application, contractual partners and definitions
1. The following General Terms and Conditions (hereinafter referred to as "GTC") of Sebastian Amann, Leopoldstraße 23, 80802, Munich, Germany (hereinafter referred to as "Provider"), apply to all contracts concluded by an entrepreneur (hereinafter referred to as "Customer", jointly also referred to as "Parties") with the Provider. If the Customer uses conflicting or supplementary terms and conditions, their validity and inclusion is hereby objected to, unless otherwise agreed between the Parties.
2. The provider's GTC shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if and insofar as the provider has expressly agreed to their validity. This requirement of consent shall apply in any case, for example, even if the customer refers to its GTC in the context of the provision of the software and the provider does not expressly object to this.
3. Pursuant to Section 14 of the German Civil Code (BGB), an entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.
4. The provider can therefore demand that the customer provides the provider with sufficient proof of their entrepreneurial status before concluding the contract. This can be done, for example, by providing a VAT identification number of a member state of the European Union and proof of residence or other suitable proof of legitimacy (e.g. business registration, extract from the commercial register). The data required for the proof of identity must be provided by the customer completely and truthfully.
5. Unless otherwise agreed between the parties, these GTC shall also apply as a framework agreement for similar future contracts in the version valid at the time the customer places the order or in any case in the version last communicated to the customer in text form, without the provider having to refer to them again in each individual case. Individual framework agreements concluded in individual cases or other contracts with the customer (including ancillary agreements, supplements and amendments) shall always take precedence and shall merely be supplemented by these GTC.
Subject matter of the contract
1. The subject matter of the contract is the provision of the AI-supported Software-as-a-Service solution "AiAuditBuddy" (hereinafter "Software") in digital form for use by the Customer via the Internet and the provision of storage space on the Provider's servers for a fee and for a limited period of time during the term of the contract.
2. The provider also offers checklists, consulting, training or other support services (setup, configuration, data migration, installation, customizing, etc., hereinafter "support services") for the software offered by him. The content of the support services shall be agreed separately between the parties and shall be remunerated separately. Otherwise, support services are not the subject of the contract.
3. The software may contain links to third-party services. These GTC shall not apply to such services that are not provided by the Provider but by a third-party provider. This also applies if the services are provided free of charge and/or if registration with the provider is required for their use. The terms and conditions used by the third-party provider or the statutory provisions in the relationship between the customer and the third-party provider apply exclusively to these services. In this respect, the provider merely provides technical access to these services.
Services of the provider and storage space
1. The services of the software include the uploading and automated checking of the customer's documents and their evaluation with corresponding information on completeness and fulfillment of certification requirements. There is no entitlement to certain results, a certain quality or correctness of the evaluations, as these are based on probabilistic models and depend on the quality of the data entered by the customer.
2. The provider shall provide the customer with access to the software for the contractually agreed number of authorized users via the Internet by means of access through a browser. The software remains on the provider's server.
3. The range of functions and the technical specifications of the software are described in more detail in the provider's current service description available on the website. The provider is only responsible for providing the software with the functionalities defined in more detail in the service description. In particular, the Provider is not responsible for establishing and maintaining the data connection between the Customer's IT system and the Provider's server.
4. The customer may increase or reduce the number of authorized users of the software in accordance with the conditions specified in the price list. The access data required for the corresponding number of authorized users shall be sent to the customer in electronic form immediately after conclusion of the contract.
5. The software is updated by the provider at irregular intervals. Accordingly, the customer only receives a right to use the software in the current version. However, the customer has no right to demand that the software be brought to a certain state.
6. The provider shall also provide the customer with operating instructions after conclusion of the contract. The operating instructions shall be provided to the customer by download, as an output on the screen or as a video tutorial.
7. The provider is not responsible for customizing the software to the customer's individual needs or IT environment.
8. The Provider shall provide the Customer with storage space on its servers for file storage and for the use of the software. The Customer is the sole owner of the data stored on the Provider's servers. The data can be requested by the customer at any time.
9. The provider shall take state-of-the-art measures to secure the data stored by the customer in the software. However, the Provider shall not assume any further duty of safekeeping or care for the content uploaded by the Customer, unless this has been expressly contractually agreed. The customer is obliged to make his own backup copies of the content he has uploaded, insofar as this is technically possible and reasonable.
10. The Provider is entitled to monitor the software and its use by the Customer to the extent necessary in order to ensure compliance with the contractual and statutory requirements, in particular with regard to the security, reliability and conformity of the software. The Customer shall grant the Provider the necessary rights for this purpose. The Provider undertakes to notify the Customer immediately of any significant incidents or developments that indicate unlawful processes in connection with the software or that could be of significance for the reliability, security or conformity of the software.
Changes to services
1. The Provider reserves the right to change the services offered or to offer different services unless this is unreasonable for the Customer.
2. The provider also reserves the right to change the services offered or to offer different services,

if it is obliged to do so due to a change in the legal situation;
insofar as it thereby complies with a court ruling or an official decision directed against it;
if the respective change is necessary to close existing security gaps;
if the change is merely advantageous for the customer; or
if the change is of a purely technical or procedural nature with no significant impact on the customer.

Changes with only an insignificant impact on the provider's services do not constitute changes to services within the meaning of this clause. This applies in particular to changes of a purely graphical nature and mere changes to the arrangement of functions.
Registration
1. Before concluding a contract, an online registration process (hereinafter referred to as "registration") is required.
2. A customer account must be created in order to register and create a profile. The data required for the customer account (hereinafter referred to as "log-in data") can be found in the input mask used for registration.
3. Natural and legal persons can register to use the software. A legal entity can only be registered via an authorized representative, who must be named. Only customers who are of legal age and have legal capacity can register as natural persons. If the customer is a minor, registration may only take place with the consent of a legal representative. The provider is entitled to make registration dependent on corresponding proof of consent from a legal representative.
4. The customer warrants that the data used to create his/her profile (hereinafter referred to as "profile data") is truthful and complete. The customer is obliged to keep his profile data up to date at all times and to update his profile data in his customer account in the event of changes. The use of pseudonyms is not permitted.
5. Upon registration, the customer creates a password for his customer account. The customer can change the password in his customer account at any time. The customer may not disclose or make the password accessible to third parties and must store it carefully in order to prevent misuse. The customer is obliged to inform the provider immediately if the password is lost or if he becomes aware that unauthorized third parties have gained knowledge of the password. The customer shall be liable for any misuse by third parties unless the customer can prove that he is not at fault.
6. The customer may only register once. A customer account is not transferable to third parties.
7. Alternatively, the customer can register to create a customer account or to register using the so-called "single sign-on" procedure if the customer has a Google profile.
8. Registration can only be completed by clicking the button that concludes the registration process.
9. If the customer has not registered using the "single sign-on" procedure in accordance with section 5.7, they will receive a confirmation email with an activation link after completing registration. After completing registration, the customer will receive a confirmation e-mail with an activation link. To complete registration, the customer must verify their identity by clicking on the link in the confirmation email.
Conclusion of contract and contract language
1. The presentation and advertising of the software described on the provider's website does not constitute a binding offer on the part of the provider to conclude a contract, but rather an invitation to the customer to place a binding order for the provider's software.
2. The customer can submit the offer by completing the online order form integrated on the provider's website. The data to be entered by the customer for the offer can be found in the input mask of the online order form. After entering the data in the online order form and by clicking the button concluding the order process, the customer submits a legally binding contractual offer in relation to the software contained in the virtual shopping cart. The customer can correct his entries at any time before submitting his legally binding order using the usual keyboard and mouse functions.
3. A contract between the parties is only concluded if the provider accepts the customer's contract offer within five (5) days,

by sending the customer a declaration of acceptance (e.g. by order confirmation) in writing or text form (e.g. by letter or e-mail), whereby the receipt of the declaration of acceptance by the customer is decisive in this respect, or
by making the ordered software available to the customer, or
by carrying out the payment transaction through the payment service provider selected by the customer in his order. In this case, the time of conclusion of the contract shall be determined by the payment method selected in accordance with Section 13.5 of these GTC.

If several of the aforementioned alternatives exist, the alternative that occurred first shall be decisive for the conclusion of the contract. If the provider does not accept the customer's offer within the aforementioned period, this shall be deemed a rejection of the offer and the customer shall no longer be bound by his declaration of intent.

The provider shall save the text of the contract, including the GTC, upon conclusion of the contract in compliance with data protection regulations and shall send it to the customer in written or text form (by letter or e-mail) after the customer's order has been sent. The provider shall not make the text of the contract accessible beyond this. The customer can view the text of the contract in his customer account on the provider's website, provided that the customer has set up a customer account before sending the order. The order data is stored in the provider's system and can be viewed and retrieved by the customer using his access data in the password-protected customer account.
The provider can also make the text of the contract, including the GTC, available via a reference to an online source (e.g. via a link).
The contract is concluded in German and English.
The customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the provider can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the provider or by third parties commissioned by the provider to process the order can be delivered.
If the parties agree on special conditions, these shall not apply to current and future contractual relationships with the customer.
Granting of rights of use by the provider
1. The provider grants the customer a simple, non-transferable right, limited to the term of the contract, to use the contractual software for the contractually agreed purpose. Any further use is excluded, unless expressly regulated in the service description.
2. All rights, including all intellectual property rights, to the software, its components, improvements, training data and the underlying know-how shall remain exclusively with the provider or its licensors, suppliers or subcontractors.
3. The Provider draws the Customer's attention to the fact that no intellectual property rights, in particular no copyrights, regularly arise in the results generated by the use of the software. Insofar as rights nevertheless arise to the generated results, the Provider shall transfer these rights, claims and interests to the Customer exclusively, without restriction and without separate remuneration. The results generated are intended exclusively for the customer's internal use and may not be passed on to third parties.
4. The Provider is entitled to use the results generated by the Customer's use of the software exclusively for the fulfillment of the contract, in particular for the monitoring, maintenance and improvement of the software.
5. The customer acknowledges that the results generated by the software may be identical or similar to results made available to other customers.
Granting of rights of use by the customer
1. The Customer grants the Provider a simple, non-exclusive, worldwide and free-of-charge right to use the content and information (hereinafter "Customer Data") provided by the Customer as part of the fulfillment of the contract for the duration of the contract, insofar as this is necessary for the proper provision of the contractual services or for the monitoring, maintenance and improvement of the software. The right of use includes in particular the right to store, reproduce, process and use the customer data within the scope of the contractually agreed purpose. Customer data shall only be passed on if this is necessary due to statutory regulations or enforceable official or court orders.
2. The customer is solely responsible for the legality, accuracy and completeness of the customer data provided by him. He guarantees that he has all necessary rights, consents and authorizations for the transmission and use of the customer data and that the use of the customer data by the provider does not violate any third-party rights, in particular intellectual property rights, personal rights or data protection rights. The Provider is not obliged to check the Customer Data provided by the Customer for admissibility, legality or freedom from third-party rights.
3. The Provider shall not be liable under Sections 14 (Liability for Defects) and 15 (Liability for Damages and Indemnification) of the GTC if defects are attributable to the individualization of the results of the software by the Customer Data provided by the Customer. In such cases, the customer shall bear the burden of proof that the defect was not caused by the individualization with his customer data.
4. Training, alteration or other modification of the software by the customer is not permitted. If the customer violates this prohibition, the provider shall not be liable for any resulting defects. The customer shall bear the burden of proof that a defect is not attributable to the unauthorized training, alteration or modification. Further claims of the provider remain unaffected.
Naming as a reference customer
1. The provider is entitled to name the customer as a reference customer with the customer's prior written consent. The customer may refuse his consent at any time without giving reasons and may revoke consent once given. In the second case, the provider remains entitled to use advertising material that has already been created.
2. The information may also be provided online, for example on the provider's company website, including the display of the customer's company logo. For this purpose, the customer shall grant the provider a simple, non-transferable right of use, unlimited in time and space, with regard to the name and trademark rights required for this purpose.
Support
1. The Provider shall set up a support service for the Customer's inquiries regarding the functions of the software. Support inquiries can be made by telephone via the hotline or by e-mail. The scope of the individual support services differs depending on the service package in accordance with https://www.aiauditbuddy.com/.
2. The Provider shall answer the Customer's inquiries regarding the use of the Software 24 hours a day (24/7) after receipt of the respective question. Inquiries are processed in the chronological order in which they are received.
3. The customer must describe the problems as precisely as possible.
Availability of the software

The provider's software is offered subject to availability. It is not technically possible to achieve 100% availability and therefore the provider cannot guarantee this to the customer. However, the Provider shall endeavor to keep the service available as constantly as possible. In particular, maintenance, security or capacity issues as well as events beyond the control of the provider (disruptions to public communication networks, power failures, hosting failures, hacking, telecommunications line failures from the transfer point to the Internet, etc.) may lead to disruptions or temporary shutdown of the service.

Obligations of the customer
1. The customer shall ensure that the hardware and software used by him, including workstation computers, routers, data communication devices, etc., meet the minimum technical requirements for the use of the currently offered software version.
2. The customer is obliged to protect and store the access data provided to him against access by third parties in accordance with the state of the art. The customer shall ensure that the software is only used within the contractually agreed scope. The customer is prohibited from making the software available to third parties without the prior consent of the provider. The use of the software by employees of the customer or other third parties subject to the customer's right to issue instructions is permitted within the scope of the contractually agreed number of authorized users. Unauthorized access by third parties must be reported to the provider immediately.
3. The customer may not store any data on the storage space provided whose use violates applicable law, official requirements or orders, third-party rights or agreements with third parties.
4. The customer is aware that in exceptional cases the provider's software may deliver incorrect or incomplete results ("hallucinations") due to the way AI models work. The customer undertakes to check the results generated by the software for plausibility and correctness before further use. The Provider's liability for damages pursuant to Section 15 of these GTC shall remain unaffected.
5. If the customer becomes aware of actual or potential circumstances that are likely to impair the security of the software, cause damage or indicate a defect in the software or its generated results (in particular as a result of incorrect training or incorrect further development), the customer is obliged to inform the provider of these circumstances without delay. The Customer shall provide the Provider with all information and reasonable support that is reasonably required to clarify, mitigate or eliminate such circumstances. Reportable circumstances include in particular

Unauthorized use or unauthorized access to the customer's systems,
official or judicial measures and decisions that affect the use of the software by the customer and may impair the provision of the software,
indications of bias or incorrect/incomplete generation of results (hallucinations) by the Software.

The content stored by the customer in the storage space intended for the customer may be protected by data protection laws. The customer is responsible for checking whether the use of personal data by the customer meets data protection requirements.
The customer is responsible for making regular and appropriate data backups.
The customer is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art measures (e.g. virus protection programs) for this purpose.
The customer is obliged to keep his data (in particular invoice data) up to date at all times and, in the event of changes, to update his data himself or to inform the provider of these.
The customer shall ensure that programs, scripts or similar installed by him do not endanger the operation of the server or the provider's communication network or the security and integrity of other data stored on the provider's servers.
The customer is prohibited from obtaining confidential information by means of reverse engineering. "Reverse engineering" refers to all actions, including observing, testing, examining, disassembling and, if necessary, reassembling, with the aim of obtaining confidential information. The authorizations for reverse engineering in accordance with § 69d para. 3 and § 69e UrhG remain unaffected by this.
If programs, scripts, etc. installed by the customer endanger or impair the operation of the server or the provider's communication network or the security and integrity of other data stored on the provider's servers, the provider may deactivate or uninstall these programs, scripts, etc.. If the elimination of the threat or impairment requires this, the provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The provider shall inform the customer of this measure without delay.
Remuneration and terms of payment
1. Unless otherwise stated in the provider's offer, the stated remuneration is a total price. The customer undertakes to pay the provider the agreed monthly remuneration for the provision of the software and the granting of storage space. Unless otherwise agreed, the remuneration shall be based on the Provider's price list valid at the time of conclusion of the contract, which is available online at https://www.aiauditbuddy.com/. The stated remuneration is in EURO and is a net price plus the statutory VAT applicable on the date of invoicing.
2. The customer shall only be entitled to set-off rights if his counterclaims have been legally established or are undisputed and are mutually linked to the provider's main claim or have been recognized by the provider.
3. The customer shall have no right of retention unless the customer's counterclaim arises from the same contractual relationship and is undisputed or has been legally established. Written notification to the provider is required to assert the right.
4. If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that the Provider's claim to remuneration is jeopardized by the Customer's inability to pay, the Provider shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB).
5. The customer can pay the invoice amount using the "Stripe" payment method. With this payment method ****, the provider offers the customer various payment methods via the payment service provider Stripe Payments Europe Ltd, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter **"Stripe")**. The individual payment methods offered via Stripe are communicated to the customer on the provider's website. Stripe may use other payment services for payment processing, for which special payment conditions may apply, to which the customer may be informed separately. Further information about Stripe can be found at stripe.com/en.
Liability for defects
1. The Provider shall provide the Customer with the software during the term of the contract in a condition that corresponds to the service description and fulfills all applicable legal requirements, in particular the AI Regulation. The Provider warrants that the software has been tested at the start of the contract and during the term of the contract in accordance with the state of the art, has no significant biases and that the training data is correct, complete and non-discriminatory. If a bias occurs, the provider shall take commercially reasonable measures to correct it. If this is not possible, both parties may terminate the contract. In this case, any advance payments already made will be refunded on a pro rata basis.
2. The results generated with the software are provided to the customer "as is". The Provider makes no assurances or guarantees regarding the correctness, completeness, suitability or usability of the results, unless otherwise expressly agreed between the parties. Rather, the customer is obliged to check the generated results on his own responsibility and to ensure their suitability for the intended purpose. The use of the results is at the customer's own risk.
3. The provider shall inform the customer immediately of any changes to the risk classification in accordance with the AI Regulation and provide the necessary information. To the provider's knowledge, the software does not infringe any third-party rights, in particular no property rights, when used as intended, unless the provider was authorized to do so.
4. If the software has a defect, the customer may demand immediate rectification within a reasonable period of time. If the Provider does not fulfill this obligation, Section 14.1. p. 4 and 5. of these GTC shall apply accordingly.
5. A reduction of the usage fee is excluded during the period for rectifying the defect, unless the rectification of the defect is impossible or is definitively refused. If the rectification of defects is only possible with disproportionate effort or if the defect is significant, Section 14.1. p. 4 and 5. of these GTC shall apply accordingly.
6. Further claims of the customer due to defects, in particular for compensation for initial defects or self-remedy, are excluded - subject to Section 15 of these GTC.
Liability for damages and indemnification
1. With regard to the services provided by the Provider, in particular for malfunctions of the software, the Provider, its legal representatives and vicarious agents shall be liable without limitation

in the event of intent or gross negligence,
in the event of intentional or negligent injury to life, limb or health,
in the case of warranty promises, insofar as this is agreed between the parties,
insofar as the scope of application of the Product Liability Act is opened up.

In the event of a breach of material contractual obligations, the provider's liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability applies in accordance with section 15.1. Essential contractual obligations are those obligations which the contract imposes on the provider according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely (so-called cardinal obligations).
The Provider shall not be liable for the loss of data to the extent that the damage is due to the fact that the Customer has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.
Any further liability of the provider is excluded.
The total liability of the Provider for all claims, whether in contract, tort or otherwise, shall not exceed the amount of remuneration payable for the service causing the loss event in the relevant calendar year.
The Provider shall defend, indemnify and hold the Customer harmless if a third party claims that the Software itself or the results generated by it infringe its rights, including intellectual property rights, data protection rights or equivalent claims, e.g. claims in connection with the infringement of protected know-how or in connection with unfair competition, insofar as the Customer has not caused the infringement itself, in particular by using input for which it does not have all the rights, licenses and/or approvals required for use as input. The same applies to the customer if a third party claims that its rights have been infringed by the processing of the customer data provided by the customer.
Contract term and termination
1. The contract begins with the conclusion of the contract and is concluded for an indefinite period, but at least for the duration of the minimum term agreed between the parties. During the minimum term, the contract can be terminated at any time to the end of the minimum term. If the contract is not terminated in due time, it is automatically extended by the extension period agreed between the parties and can then be terminated again at any time at the end of the respective contract term.
2. This does not affect the right of either party to terminate the contract in whole or in part for good cause - without observing a notice period - within a reasonable period of time after becoming aware of the reason for termination. Good cause shall be deemed to exist if there are facts on the basis of which the terminating party can no longer reasonably be expected to continue the contract, taking into account all the circumstances of the individual case and weighing up the interests of the contracting parties. If the good cause consists of the breach of a contractual obligation, termination is only permissible after the unsuccessful expiry of a deadline set for remedial action or after an unsuccessful warning, unless a termination is not possible in accordance with Section 314 in conjunction with Section 323 (2) BGB. § Section 323 (2) BGB, the setting of a deadline is not dispensable.
3. Customers have the option of initially testing the software free of charge for a period of 14 days (hereinafter "test period"). The scope of performance of the software is limited during the test period. The customer can find further information on the limitations of the scope of services during the test period in the respective service description of the provider. If no notice of termination is given during the trial period, the paid contract selected by the customer upon conclusion of the contract shall commence automatically.
4. The contract can be terminated via the termination button provided by the provider on its website.
5. Services rendered up to the effective date of termination shall be remunerated; in the event of extraordinary termination by the customer culpably caused by the provider, this shall only apply insofar as the services rendered can be used by the customer.
6. Upon termination of the contract, the Customer shall immediately cease using the software and return all materials and documentation in connection with the software without being requested to do so, or destroy or delete them at the Provider's request.
7. The Provider is obliged to make all of the Customer's data available for retrieval in a common, permanently readable and audit-proof format for at least 30 calendar days after termination of the contract. The provider is entitled to store a copy of the data that was generated indirectly or jointly with the customer as part of the execution of the contract and only indirectly relates to the customer and to use it for its own purposes. After the retention period has expired, the customer's data must be deleted, provided there are no statutory retention obligations to the contrary. The provider has no right of retention to the data.
Change of provider

If the customer wishes to change to another provider or to an ICT infrastructure on their own premises, the following provisions on changing providers apply:

Definitions
1. "Data processing service" within the meaning of these GTC is a digital service provided to the customer that enables nationwide and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralized, distributed or highly distributed nature that can be rapidly provisioned and released with minimal administrative effort or provider interaction.
2. "Digital assets" within the meaning of these GTC are elements in digital form - including applications - for which the customer has a right of use, irrespective of the contractual relationship with the data processing service he wishes to change.
3. "ICT infrastructure on own premises" within the meaning of these GTC means ICT infrastructure and computing resources that are owned, rented or leased by the customer and that are located in the customer's data center and are operated by the customer or a third party.
4. "Switching" within the meaning of these GTC is a process involving the Provider, the Customer and, where applicable, an acquiring provider of data processing services, in which the Customer switches from using the Provider's data processing service to using another data processing service of the same service type or another service offered by another provider of data processing services or offered to an ICT infrastructure on its own premises, including by extracting, converting and uploading the data.
5. "Exportable Data" within the meaning of these GTC means input and output data, including metadata, generated directly or indirectly through the use of the Data Processing Service by the Customer or jointly, with the exception of the assets or data of the Provider or third parties that are protected by intellectual property rights or constitute a trade secret.
Pre-contractual information
1. Before ordering the Data Processing Services, the Provider shall provide the Customer with clear information on the following points:

its standard fee and, where applicable, penalties for early termination;
the switching fees;
services that require highly complex or costly switching or where switching is not possible without significant disruption to data, digital assets or service architecture, where relevant;
specific services to which the switching and termination obligations do not apply, where relevant;
a complete list of the categories of data and digital assets that can be transferred, including at least all exportable data
a complete listing of the categories of data that are specific to the internal functioning of the provider's data processing service and are exempt from the obligation to export data where there is a risk of breach of the provider's trade secrets;
clear information about known risks to the continuity of the provision of the provider's functions or services.

The provider's online register of data structures and formats, relevant standards and open data interoperability specifications is available on the provider's website.
Change and exit plan
1. The parties agree on a switching and exit plan (hereinafter "Plan"), which contains in particular the following:

Details of the switching and exit assistance, including the porting methods and formats and the steps required to complete the switching process;
the contact persons designated by the customer or the provider to implement the plan
an estimate of the time required to export and transfer the data and digital assets from the original provider's environment;
restrictions and technical limitations, including those arising from the storage of data outside the EU
a description of the sequence of operations proposed by the provider
a description of the testing method proposed by the provider, if tests are carried out.

At the Customer's request, the Provider shall provide the Customer's designated personnel (or other third parties authorized by the Customer) with information explaining the relevant procedures.
At the Customer's request, the Provider undertakes to either organize a test or assist the Customer in its tests to verify that the plan works in practice for exportable data and digital assets. If problems arise during the test, the parties will analyze the causes in good faith and work towards solutions.
The Provider and the Customer agree to update the Plan as necessary and, at a minimum, to review whether changes are required at the Customer's request.
Initiation of the switching process
1. The customer must give the provider two (2) months' notice of switching, stating that it is initiating the switching process. If the customer only wishes to transfer certain services, data or digital assets, they must indicate this in the notification.
2. In the switching notification, the customer must state whether he intends to

switch to another provider of data processing services. In this case, the customer should provide the necessary information about the target provider;
to switch to a local ICT infrastructure of the customer; or
not to switch, but only to delete its exportable data and digital assets.

The provider will confirm receipt of the switch notification to the customer within three (3) working days at the latest using the same communication channel that the customer used.
Transition period
1. The transition period is 30 calendar days and begins with the expiry of the notice period for initiating the switching process.
2. If the provider is unable to comply with the agreed transition period for technical reasons, it undertakes to

notify the customer in writing or text form within 14 working days of receipt of the notice of termination;
specify an alternative transition period, which may not exceed seven (7) months from the date of the customer's notice of termination; and
provide a reasonable justification for the technical impossibility.

The Customer shall confirm receipt of this extension notice in writing or text form within three (3) working days.

The Customer may extend the transition period once for a period it deems more appropriate for its purposes, but no longer than three (3) months. In the case of complex migrations, the parties may mutually agree a longer period, but not exceeding twelve (12) months. The Customer must notify the Provider in writing or in text form of its intention by the end of the initial transition period and indicate the alternative transition period. The provider shall confirm receipt of such an extension notification in writing or in text form within three (3) working days.
Obligations of the provider during the switching process

The Provider undertakes to provide the Customer and third parties commissioned by the Customer with reasonable support from the start and throughout the duration of the switching process so that the Customer can switch within the agreed transition period. To this end, the Provider must in particular:

Provide skills, appropriate information (including documentation required to complete the switch) and technical support. If problems are identified, the Provider and the Customer shall analyze the causes in good faith and work towards solutions;
exercise due diligence to maintain business continuity and continue to provide the functions or services under the contract;
maintain a high level of security throughout the switching process, in particular for the security of data during its transfer.

Obligations of the customer
1. The customer undertakes to take all reasonable measures to achieve an effective switch. The customer shall be responsible for the import and implementation of data and digital assets into its own systems or into the systems of the target provider.
2. The Customer or third parties engaged by the Customer, including the Target Provider, undertake to respect the intellectual property rights and trade secrets of the materials provided by the Provider in the switching process. The Customer further undertakes to grant third parties or the Target Provider access to these materials and, where applicable, to grant sublicenses for their use only to the extent necessary to carry out the switching process until the end of the agreed transition period, including the alternative transition period, while respecting the confidentiality obligations and the intellectual property rights granted by the Provider.
Restoration and deletion of data
1. The Customer may retrieve or delete its data during the agreed data retrieval period. The period for data retrieval is 30 calendar days and begins after the expiry of the agreed transition period. The parties may agree a longer period if this is necessary taking into account the interests of both parties.
2. After expiry of the agreed period for retrieval and upon successful completion of the switching process, the provider undertakes to delete all exportable data and digital assets generated by the customer or directly related to the customer and to confirm to the customer that it has done so. This does not apply to exportable data that the provider must retain under mandatory EU law or the law of EU member states, provided that the provider informs the customer which exportable data it retains, for how long and for what reasons.
Remuneration for the switching process and exit fees

The provider does not charge any additional remuneration for the switching process.

Termination of the switching process
1. As soon as the customer informs the provider that the switching process has been successfully completed, the provider shall immediately inform the customer of the termination of the contract. If the customer does not notify the provider of the successful switch or the lack thereof, although the provider has reasonable grounds to assume that the switch has been successfully completed by the customer, the provider may request confirmation from the customer that the switch has been successfully completed. If the customer does not confirm the successful switch within 30 working days of this request, it shall be assumed that the switch was not successful and the contract shall not be terminated but continued under the existing conditions.
2. If the customer does not wish to switch but wishes to delete their exportable data and digital assets, the provider undertakes to inform the customer of the termination of the contract at the end of the agreed notice period.
Termination of contract
1. The contract shall be deemed terminated between the parties when one of the following events has fully occurred:

with the successful completion of the switching process;
after expiry of the notice period if the customer does not wish to switch but wishes to delete their exportable data and digital assets upon termination of the service.

If the contract or the provider's GTC contains/contains clauses on termination due to legal provisions or related cases, such as the following:

a Contracting Party applies for a suspension of payments or a suspension of payments or a Contracting Party has been declared insolvent;
a party has still not timely complied with a material or other obligation under the contract that results or could result in termination of the contract (either contractually or by law);
a party has become aware of a change in ownership or control that leads or could lead to termination of the agreement, either contractually or by law;
the agreement is declared null and void due to a breach of or a change in applicable mandatory law; or;
similar or identical situations or other situations that lead or could lead to termination of the agreement by contract or by law;

the Agreement, together with the agreed services and functions, shall not be terminated or expire before one of the events referred to in the preceding paragraph has clearly occurred. This shall not affect any other rights or remedies that either party may have against the other party.

The Customer may agree with the Provider success criteria for the switch as well as milestones for the switch and report the status of their achievement during the switch process. In any case, the customer must inform the provider of the successful switch.

If the switching process cannot be successfully completed, the parties must work together in good faith to improve the switching process and achieve successful completion, enable timely data transfer and maintain continuity of service. In doing so, the Provider shall, at the Customer's request, assist the Customer in identifying the reasons for the unsuccessful switch and inform the Customer how the identified obstacles can be removed or circumvented.

The customer shall, at its own discretion, engage the target provider on its behalf.
Without prejudice to any other remedies available under applicable law, the Agreement shall not be terminated or expire prior to the successful completion of the switching process or any decision to that effect by a court of competent jurisdiction or forum chosen and agreed by the parties.
In the event of any conflict or inconsistency between these clauses and any other termination agreement between the parties, these clauses shall prevail.

The switching process is deemed to have been successfully completed when:

the agreed notice period has expired;
the transition period has begun after the notice period has expired;
the data retrieval period has begun after the end of the transition period; and
the data deletion was successfully completed after expiry of the data retrieval period or after expiry of an alternatively agreed period following successful completion of the switching process.

If the Customer decides at the end of the Transition Period not to delete all of its Exportable Data and Digital Assets at the end of the agreed Data Retrieval Period and wishes to ensure that they remain available with limited functionality for a certain additional period of time, or if the Customer and the Provider have agreed to maintain the Contract without the provision of certain Services, unless the Customer expressly instructs otherwise, this can only take place after:

the agreed notice period has expired;
the transition period has expired; and
an alternative period for data retrieval and other conditions for the service with limited functionality or the maintenance of the contract have been agreed between the customer and the provider (in particular the permission for the provider to delete the data after the alternative period for data retrieval and/or the determination of the remuneration for this additional period).

If the alternative data retrieval period and other terms for the Service are proposed by the Provider during this period, the Contract may not be terminated or expire before the Customer has, at its own discretion, accepted the solution and clearly confirmed that the Contract is terminated.

The right of the contracting parties to terminate the contractual relationship in the case of an open-ended contract by ordinary termination remains unaffected, provided that the reason for termination is neither a change of provider nor - on the part of the customer - an intention to delete data.
If the contract was expressly concluded for a specific duration and the expiration date is reached before the switching process is completed and the customer has not requested the deletion of their exportable data and digital assets,

the transition period begins on the expiration date of the contract and the provider provides reasonable assistance with the switch;
the above provisions on successful or unsuccessful completion of the switching process shall apply accordingly.

Force majeure

If the provision of services by the provider is made considerably more difficult, jeopardized or impossible as a result of force majeure (e.g. natural disasters, pandemics, official or court orders, war, strike, blockades, embargo, industrial action lasting more than six (6) weeks and not culpably caused by the provider, nationwide disruptions to the Internet infrastructure for which neither provider is responsible), both parties may terminate the contract without notice. Any remuneration already paid for services not rendered shall be reimbursed. Claims for damages remain unaffected insofar as they are based on injury to life, limb or health or on intentional or grossly negligent behavior on the part of the provider. Otherwise, liability is excluded insofar as the provider is not responsible for the breach of duty.

Data protection and confidentiality
1. The parties shall comply with the applicable data protection regulations applicable to them. The customer shall be responsible for compliance with data protection regulations when entering data into the software.
2. If and insofar as the Provider processes personal data on behalf of the Customer as part of the provision of services, the parties shall conclude a corresponding order processing contract upon conclusion of the main contract. In this case, the Provider shall act as a processor within the meaning of Art. 28 para. 3 GDPR and shall process the corresponding personal data solely in accordance with these provisions and in accordance with the instructions of the Customer. In addition to these GTC, special provisions of the order processing contract agreed between the parties shall apply.
3. The provider undertakes to maintain secrecy about all confidential information (including business secrets) of which it becomes aware in connection with this contract and its execution and not to disclose it to third parties. Confidential information is information that is marked as confidential or whose confidentiality is evident from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation shall not apply if the Provider is obliged to disclose the confidential information in connection with the Customer's access to or use of the software by law or on the basis of a final or legally binding decision by an authority or court.
Amendment of the GTC
1. The Provider reserves the right to amend these GTC at any time without giving reasons, unless this is unreasonable for the Customer. The Provider shall notify the Customer of any changes to the GTC in text form in good time. If the customer does not object to the validity of the new GTC within a period of four (4) weeks after notification, the amended GTC shall be deemed to have been accepted by the customer. In the notification, the provider shall inform the customer of his right of objection and the significance of the objection period. If the customer objects to the changes within the aforementioned period, the contractual relationship shall continue to exist under the original GTC.
2. The provider also reserves the right to amend these GTC,

if the provider is obliged to do so due to a change in the legal situation;
insofar as the provider thereby complies with a court ruling or an official decision directed against it;
if the provider introduces additional, entirely new services, services or service elements that require a service description in the GTC, unless the existing contractual relationship is adversely changed as a result;
if the change is merely advantageous for the customer; or
if the change is purely technical or procedural, unless it has a significant impact on the customer.

The customer's right of termination shall remain unaffected by this.
Final provisions
1. The assignment of rights arising from the contract concluded between the parties requires the prior written consent of the other party.
2. The law of the Federal Republic of Germany shall apply to all legal relationships between the parties.
3. If the customer is a merchant within the meaning of the German Commercial Code, an entrepreneur within the meaning of Section 14 of the German Civil Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the provider. In all cases, the Provider is also entitled to bring an action at the place of fulfillment of the performance obligation in accordance with these GTC or an overriding individual agreement or at the Customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

Status: 14.11.2025