GTC

I. General Terms and Conditions

1. Scope of application

(1.1) OSSENO Software GmbH (hereinafter referred to as "OSSENO") exclusively bases all contracts with companies, legal entities under public law, special funds under public law within the meaning of § 310 para. 1 BGB (German Civil Code), as well as self-employed persons (hereinafter referred to as "Customer") on these General Terms and Conditions (hereinafter referred to as "GTC"). This can only be deviated from by individual agreement.

(1.2.) Any terms and conditions of the Customer that conflict with or deviate from these Terms and Conditions shall not be binding for OSSENO, even if they are not expressly contradicted. They require the express written acknowledgement of OSSENO in order to be legally effective.

(1.3) The GTC at the time of the conclusion of the contract shall apply. However, OSSENO may change, adapt or supplement the content of these GTC at any time. For existing contracts, however, these changes shall only become effective if a) OSSENO informs the customer of the changes in writing and b) the customer does not object in writing within 4 weeks.

2. Subject matter of the contract and conclusion of the contract

(2.1) A contract is concluded when the customer and OSSENO sign an offer from OSSENO or by means of a written order from the customer and a corresponding order confirmation from OSSENO.

(2.2) A contract is also concluded if a delivery or service is provided by OSSENO in accordance with the customer's order without prior order confirmation.

(2.3) The specific subject matter of the contract is set out in the contract. In principle, the subject matter of the contract is software licenses and/or services. For relevant regulations regarding the rights and obligations of OSSENO and the customer with regard to the subject matter of the contract, please refer to Section 12 and Part II of these GTC.

(2.4) An offer by OSSENO is only valid within the commitment period. If an order is received after this commitment period, OSSENO is no longer bound by the offer. OSSENO may nevertheless confirm the order or submit a new offer.

(2.5) Any additions, amendments or subsidiary agreements to the order by the customer must be confirmed in writing by OSSENO in order to be effective.

3. Payment, terms of payment and offsetting

(3.1) OSSENO shall charge the prices specified in the offer for deliveries and services rendered.

(3.2) All prices are exclusive of the German value added tax (currently 19%) valid on the day of invoicing and apply, unless otherwise agreed, ex place of delivery Kaiserslautern.

(3.3) OSSENO reserves the right to change prices appropriately after conclusion of the contract if cost reductions or cost increases occur for which OSSENO is not responsible. OSSENO shall provide evidence of these to the customer upon request.

(3.4) The deduction of discounts requires a special written agreement.

(3.5) The payment schedule specified in the order confirmation shall apply to all services and deliveries. This shall also apply in the event of delays in performance or delivery caused by the customer. If no order confirmation has been sent, the payment plan according to the offer shall apply.

(3.6) Unless otherwise agreed, the remuneration for services and deliveries is due for payment net (without deduction) within 10 days of the invoice date. Thereafter, default interest of 12% p.a. shall be charged.

(3.7) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by OSSENO. The customer is not entitled to a right of retention.

(3.8) If the customer does not meet his payment obligations or the obligations arising from OSSENO's retention of title, if he suspends his payments, if judicial composition proceedings or bankruptcy proceedings are opened against his assets, the entire remaining debt shall become due, even if bills of exchange with a later maturity date are outstanding. If the entire remaining debt is not paid immediately, the customer's right to use the delivered item/software shall expire and OSSENO shall be entitled to demand immediate surrender/deletion of the item/software to the exclusion of any right of retention. All costs arising from the return/deletion of the object of purchase shall be borne by the customer.

4. Performance period and delivery dates

(4.1) The performance period for services as well as any delivery dates for service results or the provision of software licenses shall result from the order confirmation, but at the earliest when all necessary prerequisites have been met by the customer. Unforeseen events beyond the control of OSSENO shall extend the performance period or the delivery date accordingly. This also applies to strikes and lockouts.

(4.2) The defense of non-performance of the contract remains reserved.

(4.3) Delays in delivery and performance that occur through no fault of OSSENO shall entitle OSSENO to extend the corresponding deadlines by a reasonable period of time or to withdraw from the performance/delivery obligation in whole or in part. If a deadline is exceeded by more than 60 days in such cases, OSSENO shall be entitled to withdraw from the unfulfilled part of the contract in whole or in part.

(4.4) If OSSENO is culpably in default with a service or delivery, the customer's compensation for damages and expenses due to the delay shall be limited to 0.5% of the remuneration for the part of the service that cannot be used due to the delay for each completed week of delay. The liability for delay is limited to a total of 5% of this remuneration. This does not apply if the delay is due to gross negligence or intent on the part of OSSENO.

5. Defects in software

(5.1) The suitability of the software delivered by OSSENO for a specific purpose is not guaranteed.

(5.2) Claims due to insignificant defects/errors do not exist.

(5.3) Defects/errors are only those that have been reproducibly reported. The notification must be made by the customer in a comprehensible and detailed form, stating all information useful for the detection and analysis of defects (date, time to the second, trigger, manifestation and effects of the defect, module of the software, other open programs, etc.). They must be reported to OSSENO immediately. Defects that are not reported in time are considered insignificant.

(5.4) If the software delivered by OSSENO is operated by the customer ("on-premises installation"), it shall also apply that directly recognizable defects/errors must be reported in writing by the customer no later than three working days after delivery in accordance with 5.3. Otherwise the delivery shall be deemed to have been accepted.

(5.5) Error diagnosis and elimination shall always take place on OSSENO's premises. The customer shall set up remote maintenance access (e.g. via VPN) to the systems and data in question for OSSENO, unless OSSENO already has access, and shall provide all necessary information, persons and equipment free of charge. Irrespective of other agreements and obligations, OSSENO is otherwise entitled to charge EUR 150 net/hour/person for error diagnosis and elimination. Only if an error cannot be localized via remote maintenance for technical reasons, OSSENO shall, after consultation with the customer, also carry out an error analysis and, if necessary, an error elimination on site.

(5.6) If a reported defect/error turns out to be due to improper use, maintenance, operation, operating errors, natural wear and tear, inadequate system environment, use of operating conditions other than those listed in the specification, modifications, repairs or other interventions by the customer or third parties, no warranty shall apply. Instead, the customer shall reimburse OSSENO for the time spent on this at a rate of EUR 150 net/hour/person. Further claims remain unaffected.

(5.7) Actual defects/errors shall be remedied by delivery of an update or notification of another possibility to circumvent the defect/error. The customer shall grant OSSENO a reasonable period of time and opportunity to remedy the defect. If OSSENO does not succeed in eliminating a significant error or circumventing it in such a way that the customer can use the software in accordance with the contract even after setting and expiry of this deadline, the customer may demand a reduction in payment or withdrawal.

(5.8) Claims for defects shall become time-barred within one year.

6. Rights of third parties

(6.1) OSSENO shall only be liable for infringements of third-party rights by its deliveries insofar as these are used in accordance with the contract.

(6.2) OSSENO shall only be liable for infringements of third-party rights within the European Union and at the place of contractual use.

(6.3) The customer shall inform OSSENO immediately of any claims asserted by a third party against the customer due to the delivery of OSSENO.

(6.4) The customer shall not be entitled to recognize claims of third parties before he has given OSSENO a reasonable opportunity to defend the rights of third parties in another way.

(6.5) OSSENO is entitled, but not obliged, to defend against the asserted claims at its own expense. For this purpose, OSSENO may acquire a right of use to the third party's right or modify the software (license programs) or replace it with an equivalent product, or take back the software by reimbursing the remuneration paid by the customer for it, less an appropriate compensation for use. The interests of the customer shall be taken into account appropriately.

(6.6) Claims for infringement against OSSENO shall become time-barred within one year.

7. Liability

(7.1) OSSENO shall be liable for damages to the customer caused by OSSENO, its legal representatives, its employees or its vicarious agents and a) which are based on intent or gross negligence, b) which are based on injury to life, body or health or c) which are caused by a breach of an obligation whose fulfillment characterizes the contract and on whose compliance the customer may rely and which is therefore essential for achieving the purpose of the contract (cardinal obligation). In this case, liability is limited to the foreseeable damage typical for the contract.

(7.2) Liability according to special legal regulations or for damages of the customer, which are based on the violation of a guarantee assumed by OSSENO, remains unaffected.

(7.3) Liability for loss of profit, loss of savings, damages from third-party claims, other indirect and direct consequential damages shall only be assumed if these were caused by intent or gross negligence on the part of OSSENO or its vicarious agents.

(7.4) In cases other than those mentioned above, OSSENO's liability is excluded - regardless of the legal grounds. In particular, OSSENO shall not be liable for damages caused by the use of the deliveries beyond the contractual purposes, as well as for damages incurred by the customer due to his own wrong decisions or incorrect operation when using the deliveries. This applies, for example, but not exclusively, to the irrevocable deletion of data, the undesired modification by importing data that cannot be interpreted correctly or the derivation of technically incorrect project decisions based on the information managed in the deliveries.

(7.5) If the software delivered by OSSENO is operated by the customer ("on-premises installation"), OSSENO shall only be liable in the event of loss of data or damage to or interference with other systems of the customer for the effort required to restore the data in the event of proper data backup or proper operation of the system landscape by the customer. Accordingly, it is the responsibility of the customer to continuously, but at least before each access by OSSENO to its own infrastructure, carry out an up-to-date data backup and to always maintain the technical requirements for the proper operation of the software.

(7.6) The customer's contractual claims for damages and his claims for reimbursement of futile expenses based on a defect in OSSENO's performance, as well as the right to demand subsequent performance, shall become statute-barred after one year. Sentence 1 does not apply in the cases mentioned in 7.1 and 7.2. In these cases, the statutory limitation periods apply.

8. Force majeure

(8.1) OSSENO shall not be responsible for delays in delivery and disruptions in performance due to events of force majeure.

(8.2) Events of force majeure include, in particular, strikes, lawful internal industrial action, war, riots, forces of nature, fire, sabotage attacks by third parties (such as spam mails), pandemics or the loss of permits through no fault of OSSENO. OSSENO will inform the customer about the occurrence of force majeure events.

9. Retention of title

(9.1) OSSENO retains title to the delivered goods until all claims to which OSSENO is entitled against the customer now or in connection with the delivered goods in the future have been settled. In the case of a current account, the reserved ownership shall serve as security for the balance claim to which OSSENO is entitled.

(9.2) The Customer is not permitted to sell the items subject to retention of title. Furthermore, the customer shall not be entitled to pledge the products subject to retention of title in any other way, to assign them as security or to make any other dispositions that jeopardize OSSENO's ownership.

10. Confidential information and data protection

(10.1) Each party shall maintain secrecy about all confidential information received from the other party, shall keep this information safe, protect it as a trade secret against theft, damage, loss and unauthorized access and shall not use it for any purposes other than those provided for in the contract. Any deviations shall require the written consent of the other party.

(10.2) Each party shall ensure that its employees, bodies, agents and contractors comply with these obligations by means of a written undertaking with sufficient penalties. These obligations shall remain in force for a period of three years after the contract has been amended, extended or terminated.

(10.3) Upon request, the customer shall provide OSSENO with written proof of these obligations under 10.2, in particular those subject to criminal prosecution.

(10.4) The aforementioned conditions shall not apply to information that is accessible to the public or subsequently becomes accessible through no fault of the recipient.

(10.5) Personal data provided by both parties shall be processed by the parties in compliance with data protection regulations. The rights of the data subjects and the obligations under the EU GDPR shall be ensured accordingly.

(10.6) The processing of all data and information arising in the course of the fulfillment of the contract is always carried out by OSSENO by electronic means. The Customer acknowledges the fact that the data and information collected, exchanged or created during the cooperation are stored in the cloud-based file hosting system "OneDrive for Business" of Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, USA in data centers within the European Union. Personal data about the customer's contact persons and the conversations held with them are also stored by OSSENO in the cloud-based CRM system of Pipedrive OÜ, Paldiski mnt 80, Tallinn 10617, Estonia ("Pipedrive").

(10.7) Without express consent, OSSENO will only pass on data to third parties if this is required by law or is absolutely necessary for the purpose of contract processing, delivery or billing.

(10.8) Unless the customer expressly objects, OSSENO is generally entitled to list the customer as a reference in various advertising materials (presentations, website, etc.) with his company name and logo, even without his prior approval. However, further information about the customer or the cooperation shall require the customer's prior consent.

11. General, severability clause, place of jurisdiction

(11.1) The customer shall be responsible for observing the import and export laws applicable to the deliveries and services, in particular those of the USA. In the case of cross-border deliveries or services, the customer shall bear any customs duties, fees and other charges incurred. The customer shall handle legal or official procedures in connection with cross-border deliveries and services on its own responsibility, unless expressly agreed otherwise.

(11.2) The relationship between the parties is that of independent contracting parties at arm's length. Neither party is authorized to act on behalf of the other, to bind the other or otherwise create or assume obligations for the other.

(11.3) All contracts between the parties shall remain in full force and effect without restriction, even in the event of a buy-out, merger, amalgamation or change of name of the customer. The contract shall remain binding and shall be transferred unchanged to the legal successor or the newly created company. Any changes in the corporate structure of the customer have no influence on the effectiveness and enforceability of the contractual agreements.

(11.4) Should individual provisions of these Terms and Conditions or the contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.

(11.5) If the customer is a merchant, the place of jurisdiction is the registered office of OSSENO. However, OSSENO is also entitled to sue the customer at the place of jurisdiction of its registered office.

(11.6) Unless otherwise stated in the order confirmation, OSSENO's place of business shall be the place of performance.

(11.7) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(11.8) The contractual language and the language of communication between the customer and OSSENO is German and English.

(11.9) Any additions and amendments must be made in writing to be effective.

12. Special conditions for services

(12.1) OSSENO shall provide its services in accordance with the principles of proper professional practice. The Customer bears the responsibility for the project and its success.

(12.2) All services of OSSENO for which a fixed or limited period of time has been agreed shall be provided by OSSENO over the period specified in the relevant order. All ongoing services for which an indefinite period has been agreed shall be provided by OSSENO until they are terminated in accordance with the relevant order.

(12.3.) The provision of services shall generally take place within normal business hours (on working days in Rhineland-Palatinate from Monday to Friday between 09:00 and 17:00 CET) and on the premises of OSSENO, unless expressly agreed otherwise.

(12.4) Services that OSSENO performs at the customer's request beyond the services or scope agreed in the contract shall be charged separately at a rate of EUR 150 net/hour/person.

(12.5) The customer shall ensure that at least one contact person named by him provides OSSENO with all documents, information, data, work equipment, resources and contacts necessary for the provision of the services completely, correctly, in good time and free of charge, unless OSSENO is obliged to do so. The customer shall also provide OSSENO with all necessary support and cooperation free of charge within the scope of the performance of the services to be rendered. Special obligations to cooperate and regulations of cooperation shall be listed in OSSENO's offer as required.

(12.6) If the customer does not sufficiently fulfill his obligations to cooperate and if this delays the execution of the contractual performance obligation by OSSENO, the agreed deadlines shall be automatically extended appropriately, but at least by the period of the delay. In addition, OSSENO shall be entitled to a corresponding adjustment of the remuneration if it has incurred additional expenses or losses due to lost orders during this period. Unless otherwise agreed, these are calculated on a time basis at a rate of EUR 150 net/hour/person.

(12.7) The customer shall be responsible for maintaining an up-to-date and functional data backup at all times before and during the provision of services.

(12.8) OSSENO reserves the right to reuse all service results (in particular documents, models or software components) in whole or in part for other purposes or other customers in anonymized form, even if these are the result of a service individually commissioned by the customer (e.g. individual programming, model creation, etc.). The customer shall only receive a non-exclusive, non-transferable and, unless otherwise agreed, limited right to use these results for a period of 12 months in the contractually agreed quantity.

(12.9) OSSENO may revoke the right to use the service results if the customer significantly violates restrictions on use or other regulations to protect against unauthorized use. OSSENO shall grant the customer a grace period to remedy the situation. In the event of recurrence and in special circumstances that justify immediate revocation after weighing the interests of both parties, OSSENO may also declare revocation without setting a deadline. The customer must provide OSSENO with legally binding confirmation of the cessation of use after revocation.

(12.10) For services that are not provided on OSSENO's premises but on the customer's premises or at a location agreed with the customer, a flat rate of EUR 1.00 per kilometer of distance (shortest road route) shall be charged for travel to and from the customer's premises. Furthermore, accommodation costs and expenses as well as other expenses shall be reimbursed by the customer in the actual amount, unless otherwise contractually agreed.

(12.11) If services are offered and commissioned at a fixed price, they shall be due for payment in full on the agreed date even if they have not been provided or only partially provided by then for reasons for which OSSENO is not responsible. This also applies in particular in the event that the customer does not intend to make use of the services at a later date.

(12.12) Any proof of expenditure shall be deemed approved unless the customer objects in writing within 2 weeks of receipt.

II. License Terms

1. Delivery of software

(1.1) OSSENO Software GmbH (hereinafter referred to as the Licensor) shall deliver software exclusively on the basis of a contract and the following terms and conditions in return for the contractually agreed remuneration. In all other respects, the General Terms and Conditions of OSSENO shall apply, unless otherwise agreed. In the event of deviations, the following provisions shall apply more specifically.

(1.2) The Customer (hereinafter referred to as the Licensee) has the option of obtaining a right of use (license) to the software products offered by the Licensor on a rental basis (also referred to as a subscription). With the conclusion of a corresponding contract for the desired number of users (scope of use) and the desired operation (on the part of the licensor ("cloud installation") vs. on the part of the licensee ("on-premises installation")), the licensee receives a simple, non-exclusive right of use to the contractual software in the agreed scope of use, limited in time to a defined period of use (contract term) and geographically limited to the licensee's company, after payment of the corresponding remuneration (license fee). In particular, however, the licensee does not receive any rights to the sources.

(1.3) Unless otherwise agreed, the regular usage period (contract term) is 12 months in each case. Notwithstanding this, there is a minimum contract term for the initial period of use in accordance with 5.1. The start of the initial period of use corresponds to the installation date for an "on-premises installation" and the order date for a "cloud installation".

(1.4) The amount of the remuneration owed (license fee) is based on the Licensor's prices valid at the beginning of the usage period. The Licensor may adjust these prices at any time without requiring the Licensee's separate consent. Reference is made to 5.4 for any special right of termination on the part of the Licensee.

(1.5) If the software is operated by the licensee ("on-premises installation"), the software is always delivered in the form of a download by the licensee or by means of an upload/copy by the licensor. The risk is transferred to the licensee as soon as the data transfer has been started.

(1.6) The use of the contractual software requires the storage of personal data about individual users of the software. Specifically, the first and last name, e-mail address, session cookies, user name and password as well as the rights, responsibilities and tasks of the users in the projects stored in the software are stored. Further personal data is only stored if the licensee deliberately and autonomously stores such data as content or metadata for content in the software. In this case, the Licensee is responsible for ensuring that the data is processed in accordance with data protection regulations.

(1.7) The contractual software is subject to the copyright of the Licensor and is licensed exclusively by the Licensor. All rights of processing, reproduction, exploitation and other rights to the contractual software shall remain with the licensor.

(1.8) If the subject matter of the contract is not the licensor's own software product, but software from third parties, the terms of use of these third parties shall always apply. The associated license agreement shall be concluded directly between the respective manufacturer and the licensee. The above-mentioned licensor is only a mediator of rights of use and cannot and will in no case agree to changes to the terms of use without the explicit consent of the manufacturer. The valid terms of use will be made available to the licensee on request, even before the contract is concluded.

2. Rights of the Licensee

(2.1) Unless otherwise stated in the contract, the licensee is entitled to free service and maintenance services for the period of use (contract term) as follows:

• Unless expressly agreed, the Licensor shall not provide 1st level support for end users of the Licensee. However, the Licensor shall be available to named representatives of the Licensee (e.g. administrators) for their technical questions and shall also support them in other matters relating to the use of the Software. For this purpose, the Licensor shall appoint one or more representatives or one or more telephone numbers or e-mail addresses to reach them, who shall be available to the Licensee for error messages and queries. The Licensee may make use of this support during normal business hours (on working days in Rhineland-Palatinate from Monday to Friday between 09:00 and 17:00 CET).
• The Licensee is entitled to delivery of the latest program version or the latest release of the contractual software. These new versions and releases (all referred to as "Updates" in these GTC without further differentiation) shall be announced by the Licensor prior to their release. The formal request for the update is the responsibility of the licensee. The previous version of the software shall continue to be maintained and supported by the Licensor for 30 days after the release of an Update.
• In the event of software errors, i.e. deviations from the respective product description, the Licensor shall fulfill its obligations.

(2.2.) Irrespective of previous claims, the licensee has no claim to

• the extension of the current program version with regard to desired functions or features
• the inclusion of desired functions or features in an upcoming version or release
• the support of certain hardware, operating systems/operating system versions or certain external systems/system versions
• the change of the underlying programming language or development technology
• the delivery of updates within certain time periods
• installation and configuration services, training, etc.
• Troubleshooting and support in accordance with 2.1 for a version for which an update was released by the licensor more than 30 days ago
• support for issues that only arise because the licensee has not taken advantage of training offered by the licensor

The basic decision to do so is the sole responsibility of the licensor. The Licensor therefore reserves the right to grant the aforementioned services as a gesture of goodwill or to offer them as a corresponding service for a fee.

(2.3.) In the event of operation on the part of the licensor ("cloud installation"), the licensor shall take over the operation of the contractual software over the period of use (contract term). The customer is aware that the technical operation is carried out by the third-party company Microsoft in the cloud data center in Western Europe, i.e. within the European Union.

The following applies accordingly:

• The availability of the system and the protection of the stored data, for example against theft, damage, loss and unauthorized access, are not the responsibility of the licensor. The Licensor shall only guarantee availability and security to the extent that it is guaranteed or enabled by Microsoft Azure itself. The contractual use of the software and the associated database is therefore limited to the properties of this cloud.
• For necessary maintenance and care purposes, a contractual availability of 99% on an annual average is agreed within the availability in accordance with the previous point. A maximum duration of 8 hours is agreed for plannable outages of which the licensee is notified in good time, at least 2 working days in advance.

(2.4) If the Licensor and Licensee agree on a right of use for an unlimited period of time in deviation from 1.2, the rights of the Licensee shall be regulated separately accordingly.

3. Obligations of the Licensee

(3.1) The licensee acknowledges the licensor's copyrights and other industrial property rights.

(3.2) The Licensee undertakes to respect the rights of the Licensor and in particular

• not to exceed the number of licenses purchased or the scope of use - in particular by connecting programs via REST API that offer users alternative access to data or functions of the contractual software
• not to pass on copies of the software to third parties or to enable third parties to make copies
• to modify or edit, copy or reproduce the software or related material (e.g. documentation) provided to him. Accordingly, he is also not authorized to carry out reverse engineering or decompilation or to make any edits or other changes to the software.

(3.3) The Licensee shall also be liable for all persons working in its area of risk (vicarious agents, employees, freelancers) and for organizational deficiencies. The Licensee shall bear the burden of proof that it has taken the necessary organizational measures to prevent the creation of copies of the Program and the disclosure of copies and passwords by third parties in its area of risk as far as possible.

(3.4) Unless otherwise agreed, the Licensee is furthermore not entitled to make the contractual software available to third parties for a fee or free of charge on a permanent or temporary basis without the consent of the Licensor.

(3.5) Existing copyright notices or registration features, in particular registration numbers in all delivered software products, may not be removed or changed by the Licensee or third parties.

(3.6) Upon request, the Licensee shall provide the Licensor with information about the number and installation location of the software installed at the Licensee's, its vicarious agents' and subcontractors' premises and provide a legally binding assurance of its correctness.

(3.7) If the software is operated on the Licensee's premises ("on-premises installation"), the Licensee or third parties commissioned by the Licensee shall be responsible for the proper installation and data backup as well as the proper operation of the delivered software in the deployment environment. This includes, in particular, the immediate updating of the software following the release of an update by the Licensor.

(3.8) If the Licensee infringes the copyrights or other property rights of the Licensor or otherwise violates its obligations, in particular by copying the software or using it without a license, or if the Licensee negligently or intentionally enables third parties to copy the Licensor's software or use it without a license, the Licensor shall be entitled to terminate the contract without notice and without compensation.

(3.9) The assertion of further claims for damages by the Licensor shall remain unaffected by this.

4. Contractual penalty

(4.1) The Licensee undertakes vis-à-vis the Licensor to pay the Licensor a contractual penalty to be determined by the Licensor at its reasonable discretion for each case of infringement, the appropriate amount of which is to be reviewed by the competent regional court for its fairness in the event of a dispute, but at least EUR 200,000, to refrain from using, distributing or making available the Program without the necessary consent of the Licensor or otherwise exploiting it or having it exploited by third parties or otherwise violating a condition imposed.

5. Contract duration, termination and amendment

(5.1) Unless otherwise defined in the licensor's offer on which the contract is based, the contract shall run at least until December 31 of the following year and shall then be automatically extended with the existing scope of use (number of users) by one period of use in accordance with 1.3 in each case, unless the contract is terminated or amended in writing in due time. This also applies explicitly if a) the Licensor does not send the Licensee an express order confirmation of the extension or b) the Licensee specifies a different period in its order. Subject to statutory provisions, the licensee has no right to withdraw from the contract prior to the expiry of the minimum contract term.

(5.2) Unless otherwise agreed, the notice period shall be three months to the end of the current period of use and shall therefore end on September 30 of each year, taking into account 5.1.

(5.3) A change from an operation on the part of the Licensor ("cloud installation") to an operation on the part of the Licensee ("on-premises installation") or vice versa is possible. The costs for the corresponding porting work shall be borne by the Licensee. If the Licensee commissions the Licensor to do this, the time spent on this shall be reimbursed at a rate of EUR 150 net/hour/person.

(5.4) The Licensee has a special right of termination if the license fee for the coming period of use increases by more than the inflation rate in Germany according to the Federal Statistical Office compared to the same month in October of the previous year (but at least by more than 5%). The Licensor shall notify the Licensee of such an increase in writing at least one month before the start of the new usage period. The licensee then has the option of terminating the agreement within 14 days of receipt of this announcement to the end of the current usage period.

(5.5) The right to extraordinary termination remains unaffected.

(5.6) The Licensee is entitled to have the scope of use changed by the Licensor. Extensions to the scope of use are possible at any time for an additional charge. In this case, the Licensor shall offset any payments already made on a pro rata basis. Reductions in the scope of use are only possible at the beginning of the next usage period or after the minimum contract period has expired. The same notice period applies as for termination.

6. Use after the end of the contract

(6.1) If contracts on the right of use are terminated, the right to use the delivered software and the right to maintenance and services shall expire at the end of the current period of use. In the case of operation on the Licensee's own premises ("on-premises installation"), the Licensee must immediately return the original data carriers received to the Licensor upon expiry of the right of use, irretrievably delete or destroy all installations and any copies of the software provided and submit a legally binding declaration to this effect. If such a declaration is not submitted within 10 days of the expiry of the period of use, the Licensee shall reimburse the Licensor pro rata for the days exceeding the period of use in accordance with the agreed license fee until the declaration is received.

(6.2) The Licensee's right to continue using the data originally stored in the software remains unaffected, but only if the Licensee has exported the data into a format independent of the delivered software (e.g. MS Excel, MS Word, ReqIF) before the end of the period of use. The right to further use of the data shall in no case entitle the user to use the delivered software after the end of the contract.

(6.3) If the Licensee has not exported the stored data by the end of the period of use, the Licensor may export and electronically transmit the data in the form of MS Excel, MS Word or ReqIF up to 90 days after the end of the period of use at the request and expense of the Licensee. The work required for this shall be reimbursed at a rate of EUR 150.00 net/hour/person.

As of: 02.09.2024