General Terms and Conditions of q.beyond AG

As of November 2025

1. Subject of the contract

1.1 These General Terms and Conditions (“Terms and Conditions”) apply to all services provided by q.beyond AG (hereinafter referred to as “Provider”) to the customer during the term of the contract. The term “Terms and Conditions” refers hereinafter to the text of these Terms and Conditions excluding its appendices, service specifications, and their attachments. Any other general terms and conditions or other deviating terms of the parties are excluded, even if their validity is referenced in an order or order confirmation.

1.2 The contractual relationship between the parties is governed by the following legal bases in the order listed below:

• Commissioning based on the offer
• these terms and conditions
• Possible special conditions (not applicable to the Pure Enterprise Cloud service certificate)
• Certificate(s) of service (if applicable)
• possibly further attachments to the offer or the service certificate (service descriptions, Service Level Agreements (“SLA”))

1.3 The parties' direct performance obligations arise from these terms and conditions only in conjunction with the offer or in connection with the relevant service certificate(s).

2 General obligations of the provider

2.1 The provider shall provide the services defined in more detail in the offer, these terms and conditions and any applicable special conditions and/or service agreements and their annexes (service descriptions and SLAs).

2.2 The right to select the personnel entrusted with the performance of the services (including the customer's contact persons) and to give instructions to them rests exclusively with the provider.

2.3 Unless otherwise stated in the offer or the service agreement and its annexes, the supplier is free to select the equipment required for the provision of the services covered by the contract.

2.4 The provider is entitled to provide partial services, provided that these can be used independently.

2.5 Dates and deadlines are only binding if the provider expressly confirms them in writing and the customer has fulfilled all agreed cooperation obligations in a timely manner.

3 Participation

The customer is particularly obliged to provide the following cooperation:

3.1 The customer shall grant the provider access to the customer's premises to the extent necessary for the performance of the contractual services. Furthermore, the customer shall provide those persons whom the provider engages to fulfill its contractual obligations and whose presence at the customer's locations is required for the performance of the contractual services with the necessary premises and equipment.

3.2 The customer shall provide a contact person who is authorized to make decisions that are necessary in the course of providing the agreed service.

3.3 The customer shall provide the provider with all information necessary for the performance of the agreed services immediately upon request. The customer shall also provide the provider with information that the customer recognizes, or should recognize, as relevant to the performance of the services, even without being requested to do so. This applies in particular to changes made by the customer to hardware and/or software to be provided by the customer, insofar as these changes may affect the services to be provided.

3.4 If the customer receives passwords from the provider for access to servers or similar systems, these must be kept secret and only disclosed to a limited group of people to the extent absolutely necessary. The customer will change any standard passwords provided by the provider immediately upon receipt and thereafter at regular intervals, provided that the customer is able to change these passwords. If the customer becomes aware that unauthorized third parties know or could know the passwords, the customer must inform the provider immediately.

3.5 Unless expressly agreed that data backup is to be performed by the provider, the customer is responsible for ensuring that their data is backed up at intervals appropriate to the respective business purpose in order to enable data reconstruction in the event of loss. Regardless of any existing agreement that data backup is to be performed by the provider, the customer is responsible for complying with all archiving obligations, e.g., those arising from retail law or tax regulations.

3.6 The customer shall inform the provider immediately of any circumstances that may affect the operation of the data center or other facilities of the provider or other customers.

3.7 If the customer commissions the provider to store log files or create usage reports, or otherwise commissions the provider to store or provide data that allows conclusions to be drawn about the usage behavior of the users authorized by the customer, the customer warrants that this does not infringe employee rights, in particular that employee participation rights are respected. Reference is made to Section 87, Paragraph (1), Number 6 of the Works Constitution Act.

3.8 The customer must immediately notify the provider in writing of any changes to their legal form, address, telephone number or bank details, and any fundamental changes to their financial circumstances (e.g., application for insolvency proceedings, insolvency). The customer shall reimburse the provider for any costs incurred due to a culpable delay in transmitting such data.

3.9 Further obligations to cooperate may arise from the special conditions or the performance certificates and their annexes.

3.10 The customer shall fulfill his cooperation obligations to the provider free of charge.

3.11 The customer's duty to cooperate is a primary contractual obligation.

4 additions

4.1 If it has been agreed with the customer that the customer is to provide infrastructure, hardware and/or software for the provision of services, these items must be provided on time, free of charge to the provider, and in a condition that complies with the contract. The customer warrants that they are entitled to provide such items in a manner that is appropriate to the purpose of the contract.

4.2 The customer shall ensure that all of the customer's locations where the supplier's technical equipment is to be installed have the necessary space and sufficient electricity, that they are adequately air-conditioned, and that the technical equipment is permanently located in a safe working environment and is adequately secured against fire, theft and vandalism.

4.3 The customer shall provide all software licenses necessary for the proper performance of the services covered by the contract, unless otherwise agreed.

4.4 The customer shall, where necessary, obtain the consent of the respective licensor when providing software; otherwise, clauses 18.3 and 18.4 shall apply.

4.5 Section 3.11 applies accordingly.

5. Use by third parties

5.1 The customer is not permitted to pass on the services covered by the contract to third parties without the prior written consent of the provider.

5.2 The customer is not permitted to resell goods sold in accordance with clause 12 to third parties without the prior written consent of the supplier. The supplier will not refuse consent if the purchase price has been paid in full by the customer and the respective manufacturer or distributor agrees to the transfer of the goods to the third party.

6 Fees

6.1 The customer is obligated to pay the fees specified in the offer for the commissioned services. The agreed fees are exclusive of the applicable statutory value-added tax.

6.2 The fees agreed upon for the individual services will be calculated from the moment the respective service is made available (see the definition of "provision" in the respective service agreement) or at the latest from the first use of the respective service; this also applies to partial services. The provider is entitled to charge usage-independent fees in advance.

6.3 Usage-based charges are calculated based on the consumption values ​​measured by the provider and are billed monthly in arrears.

6.4 The fees for time and materials agreed upon in the offer apply to the period Monday to Friday, excluding nationwide public holidays, between 8:00 a.m. and 6:00 p.m. (Monday to Friday, excluding nationwide public holidays, are referred to as "working days"); travel time to and from the customer's location is calculated at 50% as working time. If the customer requests that the services be performed outside these hours, the agreed fees will be increased as follows:

• on weekdays between 6 pm and 11 pm and between 6 am and 8 am by 25%,
• on weekdays between 11 pm and 6 am and on Saturdays by 50%,
• Sundays by 75% and
• For public holidays, the rate increases by 100%.

Services involving time and materials are billed proportionally in 15-minute increments.

6.5 The invoice amount is due fourteen (14) days after receipt of the invoice.

6.6 All fees are exclusive of any withholding taxes or other deductions levied by a foreign tax authority or other public body and/or owed under applicable law (hereinafter collectively referred to as "withholding taxes"). If the customer is required to pay withholding taxes, the customer must nevertheless pay the full agreed fee to the provider. The provider will provide reasonable assistance to the customer in obtaining a refund of the withholding tax; the customer shall indemnify the provider against any costs incurred in this regard.

7 Contractual Change Management

7.1 During the term of this agreement, both parties may propose changes to the agreed services at any time ("Changes"). All Changes must be
submitted in a comprehensible form. Unless the parties agree otherwise for individual services in the offer, the contractual change management shall be governed
by the principles set out in the following paragraphs.

7.2 The customer is entitled to request changes at any time. The provider will then submit a binding offer in accordance with clause 7.3, unless this is impossible or unreasonable for the provider. The provider may demand reasonable, market-standard compensation for the (additional) effort incurred in implementing a change or, if external support is used in preparing the offer, also for the additional effort involved in preparing the offer.

7.3 In the event of a change request by the customer, the provider will notify the customer within a reasonable period, regularly within fifteen (15) working days of receipt of the change request

a. whether the change is possible, indicate any potential impact on existing or commissioned services, and submit a binding offer; or
b. that the change is not possible or unreasonable, and explain the reasons for the impossibility or unreasonableness in detail and comprehensibly; or
c. that a longer review period is required. In this case, the provider will also indicate the date by which a binding statement can be made.

7.4 The Customer shall notify the Provider within a reasonable period, regularly within ten (10) working days, of the notification given in accordance with clause 7.3 a above

a. Inform whether the supplier's offer is accepted or rejected, or
b. submit a modified change request, or
c. indicate that a longer review period is required. In this case, the customer will also specify the date by which a binding statement can be made.

7.5 The customer may agree to change requests from the provider at any time. The customer will agree to such proposals provided that no legitimate interests of the customer are compromised and such changes are absolutely necessary for the performance or maintenance of the service obligations or the implementation of legal requirements. If such changes have a significant impact on the agreed scope of services, both parties undertake to promptly make the contractual adjustments to the service obligations and the remuneration to a reasonable extent, insofar as these adjustments affect the remuneration.

7.6 The provider manages and documents the contractual change management.

7.7 If a change requires a project-based approach due to its complexity or size, or if the parties agree that a project-based approach is necessary, the parties shall enter into a project contract.

8 Price adjustment

8.1 The provider uses licenses obtained from a manufacturer or supplier in the course of providing its services. Should these manufacturers or suppliers increase their prices, the provider is entitled to increase the costs for these licenses, which are shown separately in the appendix – Pricing Model, to the same extent as the manufacturer or supplier has increased the fees charged to the provider. The provider will disclose the manufacturer-related price increases to the customer upon request.

8.2 Insofar as manufacturer-specific conditions are agreed with the customer for certain services provided by third parties and contain separate price adjustment clauses, the relevant price adjustment provisions contained therein shall apply exclusively to these services.

8.3 Unless otherwise agreed, the provider is entitled to increase the agreed fees for services not covered by paragraphs (1) or (2) for the first time 12 months after the commencement of the contract. Further increases are possible no earlier than 12 months after the effective date of the previous increase. Price increases must be asserted in writing at least six (6) weeks before they take effect. The increase will not exceed 3% of the fee applicable at the time the increase is announced.

8.4 Any charges for electricity supply services shown separately in the Annex – Price Model shall not be subject to the provisions of this Section 8.

9. Term and Termination

9.1 The minimum contract term is specified in the offer. If the contract is not terminated with three (3) months' notice prior to the end of the minimum contract term, its term will be extended by a further twelve (12) months. If the contract is not terminated with three (3) months' notice prior to the end of this extension, it will be extended by further twelve-month intervals, unless it is terminated with the same notice prior to the end of the respective twelve-month interval.

9.2 These terms and conditions shall apply until the complete termination of all services commissioned by the customer.

9.3 The parties' right to extraordinary termination for good cause remains unaffected.

9.4 An important reason for extraordinary termination by the provider after setting and unsuccessfully expiry of a reasonable period set for remedy exists in particular if

• the customer is in arrears with payment obligations for more than fourteen (14) days, and despite a corresponding request, has not provided adequate security in accordance with clause 22 within the period set by the provider or
• The provider has used security provided by the customer in the event of the customer's default in payment and the customer has not replenished this security to the original amount in accordance with the requirements of clause 22.

9.5 An important reason for the extraordinary termination of even individual service contracts by the provider without specifying and unsuccessfully expiry of a period set for remedy exists in particular if:

• If the customer is in arrears with the owed remuneration or a substantial portion thereof for two (2) consecutive months, or with remuneration equivalent to the sum of two (2) average monthly invoices over a period exceeding two (2) months, the provider may terminate the contract without notice. The average amount is calculated based on the average invoice amount received by the customer in the six (6) months preceding the first default, or, if no invoices have yet been issued for a six (6) month period, the average invoice amount issued prior to the first default. Instead of immediate termination, the provider may require the customer to provide reasonable security in accordance with clause 22
• if the customer is insolvent or over-indebted or
• insolvency proceedings against the customer's assets are rejected or discontinued due to a lack of assets to cover the costs of these proceedings, or
• the customer has voluntarily or involuntarily initiated proceedings for its dissolution, liquidation or winding-up.

9.6 Notices of termination must be in writing.

9.7 If the contractual relationship is terminated prematurely by extraordinary termination and this termination is based on a breach of contract by the customer, the customer is obligated to pay 50% of the contractually agreed remuneration that would have been payable up to the point at which ordinary termination would have ended the contractual relationship. The total amount of the remuneration still payable becomes due upon the effective date of the notice of termination. The parties are entitled to prove that the provider incurred a lesser or greater loss as a result of the premature termination.

10 Obligations upon Termination of Contract

10.1 Upon written request from the Customer, which must be received by the Provider no later than concurrently with the Customer's (ordinary or extraordinary) termination or immediately following (ordinary or extraordinary) termination by the Provider, the Provider will submit an offer to the Customer for a project agreement for a termination project. The primary objective of this project is to enable the transfer of the contractual services back to the Customer or a third party designated by the Customer, thereby preventing service interruptions or minimizing the impact of service interruptions on the Customer's business operations. The project agreement offer will, among other things, stipulate a postponement of the termination of the contractually agreed services beyond the effective date of the termination for a maximum period of six (6) months, any additional services to be provided by the Provider within the scope of the termination project, and the Customer's required cooperation obligations within the framework of the termination project.

10.2 If the provider terminates the contract without notice for good cause, the provider may make the provision of services as defined in section 10.1 dependent on reasonable security deposits or advance payments by the customer.

11 Performance Issues

11.1 The provider will rectify disruptions, provided they are within its area of ​​responsibility, in accordance with the provisions of the SLA agreed upon for the respective service. If no SLA applies to a disruption, the disruption will be rectified within a reasonable timeframe.

11.2 The customer is obliged to notify the provider of any recognizable defects or malfunctions without delay and to support the provider to a reasonable extent in troubleshooting.

11.3 If hardware and/or software is provided to the customer within the framework of the contractual relationship, maintenance and repair measures may only be carried out by the provider or by third parties commissioned by the provider.

11.4 If software or hardware provided by the supplier is no longer offered by the respective manufacturer or distributor, and the manufacturer's support for it also ends (End of Maintenance, End of Mainstream Support), the supplier will inform the customer of this and specify the date on which support expires or the software or hardware can no longer be offered. In this case, the customer can commission the supplier to perform a paid upgrade or release change of the affected software or to replace the affected hardware. If the customer does not accept the supplier's offer in this regard,

• The agreed service levels apply (see the applicable Service Level Agreement), with the proviso that a failure or malfunction of the affected software or hardware after the date communicated by the provider will not be considered when calculating the service levels owed. The provider is only obligated to restore or rectify malfunctions of the affected software or hardware within the scope of its operational capabilities
• The provider informs the customer that the manufacturer or distributor will no longer take any measures to adapt the software or any firmware contained in the hardware, particularly in the case of existing security vulnerabilities or new attack methods. The customer is therefore responsible for any resulting compatibility and security implications.

11.5 The provider cannot guarantee that the security solutions provided (antivirus, firewalls, spam filters, etc.) will achieve complete protection of the customer's infrastructure. The provider uses well-known and proven tools that are regularly updated. Nevertheless, the provider cannot rule out the possibility that, for example, a new attack method may reach the customer's networks and connected components before the manufacturers of these tools have released an update that detects this attack method. This is because there is naturally always a certain time lag between the emergence of a new attack method and the response of the security software manufacturers. Therefore, the provider cannot guarantee the absolute security of the infrastructure to be protected.

12 Special provisions for the sale of goods

If the parties agree on services that are subject to the law of sales contracts, i.e., in particular in the case of the sale of hardware or software ("goods"), the following provisions apply. In the case of the sale of software, clauses 18.1, 18.2 and 18.4 also apply, with clauses 18.1 and 18.2, however, subject to the proviso that the rights of use are granted for an unlimited period.

12.1 The supplier retains title to the goods until full payment of the agreed purchase price. In the event of third-party access to the goods subject to retention of title, in particular attachments, the customer shall inform the third party of the supplier's ownership and notify the supplier immediately so that the supplier can enforce its ownership rights. If the third party is unable to reimburse the supplier for the resulting legal or extrajudicial costs, the customer shall be liable for these costs. In the case of the sale of software, the supplier also retains the rights of use granted pursuant to clause 18 until full payment of the agreed purchase price. Until payment of the purchase price, rights of use are granted only provisionally and are freely revocable by the supplier.

12.2 If hardware was defective at the time of the transfer of risk, the supplier may, at its own discretion, fulfill the customer's claim for subsequent performance by repairing the hardware ("rectification of defects") or by delivering defect-free hardware ("replacement delivery"). The customer shall grant the supplier reasonable time and opportunity to carry out the subsequent performance, taking into account any existing agreements with manufacturers or distributors. In the case of replacement delivery, the customer shall ensure that the defective hardware is returned to the supplier upon delivery of the defect-free hardware. If ownership of the defective hardware has already passed to the customer before replacement delivery, this ownership shall be transferred to the supplier upon return of the defective hardware. Upon delivery of the replacement hardware to the customer, the supplier shall transfer ownership of the replacement hardware to the customer, provided that the purchase price has already been paid in full at that time. If this is not the case, the supplier shall transfer ownership of the replacement hardware subject to retention of title. In this case, clause 12.1 shall apply accordingly.

12.3 If software was defective at the time of the transfer of risk, the supplier may, at its own discretion, fulfill the customer's right to subsequent performance by remedying the defect or providing new, defect-free software. Remedying the defect in software may also consist of the supplier providing the customer with reasonable options to avoid the effects of the defect (workaround). The customer shall grant the supplier reasonable time and opportunity to carry out the subsequent performance, taking into account any existing agreements with manufacturers or distributors.

12.4 No claims for defects exist for insignificant defects.

12.5 Claims for defects shall become time-barred after twelve (12) months from the transfer of risk. The customer's claims under clause 14 and – with regard to software – under clause 18 remain unaffected.

12.6 Unless otherwise stipulated above, the customer is entitled to warranty claims in accordance with the statutory provisions.

13 Special provisions for the provision of work services

If the parties agree on services that are subject to the law of contracts for work and services, the following regulations apply:

13.1 q.beyond AG bears responsibility for achieving a specific success only to the extent that

• the relevant criteria for this were specifically and conclusively defined and agreed upon at the time of contract conclusion with regard to scope and effect and
• The customer has fulfilled his obligations to cooperate in a timely and proper manner; unless the failure to cooperate has no effect on the provision of services.

13.2 The provider is obligated to notify the customer of its readiness for acceptance, at least in written form. Unless otherwise agreed, the customer will commence acceptance no later than five (5) working days after notification of readiness for acceptance and will conduct this acceptance process together with the provider. The work will be deemed accepted if the customer uses the services provided by the provider as intended or if the customer fails to notify the provider in writing of at least one (1) defect of defect class 1 or at least three (3) defects of defect class 2 within four (4) weeks of the date on which the customer received the provider's notification of readiness for acceptance.

• Error class 1: the intended use is impossible or severely restricted, e.g., due to malfunctions, incorrect work results, or excessively long response times;
• Error class 2: although the intended use is not impossible or severely restricted due to malfunctions, incorrect work results or excessively long response times, the restriction of use is nevertheless not insignificant;
• Error class 3: all errors that cannot be assigned to error classes 1 and 2

13.3 The final classification of these defects into one of the above defect categories will be agreed upon by the parties. Section 640 paragraph (1) sentence 2 of the German Civil Code (BGB) remains unaffected.

13.4 Any defects must be reported to the provider by the customer in writing. If the services were defective at the time of the transfer of risk, the provider shall, at its discretion, remedy these defects or produce a new work ("subsequent performance"); enabling a reasonable workaround for the defect constitutes sufficient subsequent performance. If the provider fails to remedy the defect twice within a reasonable grace period set in writing by the customer, the customer may assert its claims in accordance with the statutory provisions, whereby the customer's right to self-remedy under Section 637 of the German Civil Code (BGB) is excluded. Minor defects do not entitle the customer to withdraw from the contract; the customer's right to a price reduction remains unaffected.

13.5 Deviating regulations regarding contractual services or acceptance may arise from the special conditions; the regulations on the hierarchy of legal bases according to clause 1.2 do not apply in this respect.

14 Liability

Unless and to the extent that the provider does not provide publicly accessible telecommunications services within the meaning of the Telecommunications Act (see section 15), the provider is liable in accordance with the following provisions:

14.1 The provider shall be liable without limitation in cases for which the provider has expressly and in writing assumed a guarantee or the procurement risk, in the event of property damage or financial loss caused intentionally or by gross negligence, as well as for intentional or negligent injury to life, body or health.

14.2 Liability under the Product Liability Act remains unaffected.

14.3 The provider is liable for material and financial losses in the event of a slightly negligent breach of duty only for breaches of such essential contractual obligations, the fulfillment of which is a prerequisite for the proper performance of the contract, the breach of which jeopardizes the achievement of the contractual purpose, and on the observance of which the customer regularly relies (so-called cardinal obligations, e.g., the culpable breach of the availability specified in the respective SLA). However, the provider's liability is limited to the foreseeable, typical contractual damages at the time of conclusion of the contract.

14.4 Unless the creation of data backups is a service that the provider has expressly undertaken, the provider shall only be liable for the loss or damage of data and programs and their recovery to the extent that this loss could not have been avoided by appropriate precautionary measures, in particular the creation of backup copies of all data and programs at intervals appropriate to the respective business purpose.

14.5 The provider's strict liability for defects that already existed at the time of conclusion of the contract (§ 536a BGB) is excluded. The liability provisions according to clauses 14.1 to 14.4 remain unaffected.

14.6 To the extent that liability is effectively excluded or limited in accordance with the preceding paragraphs, this also applies to the personal liability of the provider's employees, other staff, officers, representatives and agents.

15 Liability under the Telecommunications Act

If and to the extent that the provider provides publicly accessible telecommunications services within the meaning of the Telecommunications Act (“TKG”), the provider’s liability for pecuniary losses or compensation payments within the meaning of Sections 58 and 59 of the TKG in the event of a slightly negligent breach of duty in the provision of such telecommunications services is limited to a maximum of €12,500 per customer, notwithstanding clause 14. Liability towards all customers is limited to a maximum of €30 million per causative event. If the amounts payable to several customers due to the same event and a breach of duty in the provision of publicly accessible telecommunications services within the meaning of the TKG exceed the maximum limit, the damages or compensation will be reduced proportionally to the ratio of the total damages or compensation claims to the maximum limit. This limitation of liability does not apply to claims for compensation for damages resulting from a delay in the payment of damages or compensation.

16 Statute of limitations

The customer's claims become time-barred twelve months after the customer becomes aware of the claim, but no later than 36 months after the date on which the relevant service was rendered or the relevant breach of duty occurred. The statutory limitation periods for intentional and grossly negligent acts, for claims arising from intentional or negligent injury to life, body or health, due to fraudulent misrepresentation, and for claims under the Product Liability Act remain unaffected.

17 Force Majeure

17.1 Neither party shall be responsible for delivery delays or performance disruptions due to force majeure events.

17.2 Events of force majeure include, in particular, pandemics, strikes, lawful internal industrial action, war, terrorist attacks, civil unrest, natural disasters, fire, sabotage by third parties (such as denial-of-service attacks), or the loss of permits through no fault of either party. The parties shall inform each other of the occurrence of any event of force majeure.

18 Licensing rights

18.1 If the customer is provided with standard software developed by the provider under these terms and conditions, the customer receives a simple right of use for the intended purpose of using the software for the duration of the contract, unless expressly agreed otherwise. In the event of the sale of such standard software, the simple rights of use are granted for an unlimited period. If third parties assert claims against the customer with regard to the software developed by the provider for infringement of third-party rights, the provider will indemnify the customer against such claims, unless the customer is responsible for the infringement. The provider reserves the right to take appropriate defense measures, conduct settlement negotiations, and manage any legal proceedings.

18.2 If the provider supplies the customer with standard software developed by third parties ("Third-Party Software") under these Terms and Conditions, the customer is granted a simple right of use for the agreed term in accordance with the license terms of the respective manufacturer or distributor. Any indemnification obligations of the provider to the customer are governed by the respective license terms of the manufacturer or distributor. If the customer is held liable by third parties for an alleged infringement of intellectual property rights in connection with the Third-Party Software, the appropriate defense measures, settlement negotiations, and conduct of any legal proceedings remain the sole prerogative of the provider or the respective manufacturer or distributor. The customer will only acknowledge claims asserted against it with the provider's written consent. The customer is obligated to provide the provider or the manufacturer or distributor with reasonable support in conducting legal proceedings and settlement negotiations.

18.3 If the customer provides software, the customer grants the provider, free of charge, all rights of use necessary to achieve the purpose of the contract. If the provider is held liable by third parties for an alleged infringement of intellectual property rights in connection with the software provided by the customer, the customer is obligated to indemnify the provider against these claims, unless the provider is responsible for the infringement. The provider is not entitled to enter into agreements with the third party to settle the dispute, in particular to reach a settlement, without the customer's consent. The latter does not apply if the customer refuses to comply with the provider's request to indemnify the provider against third-party claims. The customer's indemnification obligation covers all costs, expenses, and damages incurred by the provider as a result of or in connection with the third-party claim.

18.4 The parties shall notify each other immediately in writing if claims are asserted against them for infringement of third-party rights.

18.5 If the customer is provided with custom software specifically developed for the customer under the contract, the provisions of this clause 18 shall not apply. The provisions of clause 19.4 shall apply.

19 Rights to work results

19.1 “Work results” within the meaning of these terms and conditions are all works created by the provider’s activity under the contract, in particular software and its parts, documentation, reports and training material on the application and maintenance/support of IT systems.

19.2 To the extent that industrial property rights and/or copyrights arise in the course of performing the contract in relation to the provider's work results, these rights belong exclusively to the provider in relation to the customer. The provider has, in relation to the customer and without payment of separate remuneration, the worldwide, unlimited, and unrestricted exclusive rights of use for all known types of use, in particular the rights of reproduction, processing, transmission, translation, editing, Digitalisation , online provision, online playback, performance, as well as multimedia and database rights.

19.3 The customer and the companies affiliated with the customer pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG) shall receive, for the duration of the contract, the non-exclusive right to use the industrial property rights and/or copyrights listed in Clause 19.2 in connection with the use of the services covered by the contract.

19.4 Excluded from clauses 19.2 and 19.3 are work results that the customer has explicitly commissioned and that are individually created by the provider for the customer in return for the agreed remuneration, in particular custom software ("Custom Work Results"). Custom Work Results are only those that are identified as such in the offer or in the individual contract. Unless otherwise agreed, the customer acquires the exclusive, perpetual, and worldwide right to use the Custom Work Results, extending to all known types of use.

19.5 The customer declares his fundamental willingness to (re-)transfer the rights listed in clause 19.4 to the provider in return for appropriate compensation.

20 Non-solicitation

Employees of the provider who worked for the customer under the contract may only be actively recruited by the customer with the provider's consent for a period of six months after the completion of this work. The six-month period begins either with the actual completion of the work (i.e., after full completion) or the termination of the contract, whichever is later.

21. Prohibition of assignment, set-off, right of retention

21.1 The customer is not entitled to assign claims against the provider to third parties. Section 354a of the German Commercial Code (HGB) remains unaffected.

21.2 The customer may only offset claims of the provider with undisputed or legally established claims or assert a right of retention.

22 Security measures

22.1 The provider is entitled to demand a security deposit from the customer after the commencement of the contract if the customer is in default of payment obligations for more than two (2) weeks. If the security deposit is not provided within a further two (2) weeks after being requested to do so, the provider is entitled to terminate the contract without notice in accordance with 9.3 in conjunction with 9.4.

22.2 The security deposit shall, upon request by the supplier and without prejudice to any other statutory or contractual rights, be provided in cash or by means of an unconditional, unlimited, and irrevocable bank guarantee from a German bank in favor of the supplier, in the amount of the sum of the invoice amounts for the last four (4) months before the occurrence of the default. The bank waives the defenses under Sections 768, 770 paragraph (1), and 771 of the German Civil Code (BGB).

22.3 If the contract volume is increased, the provider has the right to demand a corresponding adjustment of the security provided.

22.4 In the event of the customer's default on payment, the provider is entitled to satisfy its claim from the security deposit. In this case, the customer is obligated to replenish the security deposit to the original amount within a period of two (2) weeks. If the security deposit is not replenished within these two (2) weeks, the provider is entitled to terminate the contract without notice in accordance with 9.3 in conjunction with 9.4.

22.5 The security will be returned after termination of the contract if no further claims exist against the customer.

23 Confidentiality

23.1 “Confidential Information” means the content of the offer, these terms and conditions, the special conditions, the service descriptions and the SLA, as well as all information, regardless of form (in particular written, oral or in the form of electronic data), that the parties transmit to each other in connection with the performance of this contract. This also includes all documents, data carriers and other media created by the other party itself.

23.2 The parties shall treat Confidential Information as strictly retail and use it only for the purposes of contract performance.

23.3 All Confidential Information shall be kept secret by the other party, protected from access by third parties, and used for no purpose other than that specified in Clause 23.2. Companies affiliated with the parties pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG) are not considered third parties within the meaning of this Clause 23. Disclosure of Confidential Information to employees of the other party and employees of affiliated companies shall only occur if they require knowledge of the information in order to fulfill the purpose of this Agreement. The employees and employees of affiliated companies shall be bound to maintain confidentiality in an appropriate manner. Disclosure to third parties is only permitted with the consent of the disclosing party. In this case, the third parties shall be bound to maintain confidentiality in accordance with this provision.

23.4 Information that is exempt from the obligation of confidentiality includes

• are already publicly known at the time they were obtained,
• must be passed on by the provider to its subcontractors for the purpose of proper service provision
• must be disclosed due to legal regulations, legal orders, official rules or legally binding decisions (the parties must inform each other of the relevant decisions of the authority or court without delay and, insofar as this is legally permissible, before the disclosure of the relevant information),
• to members of professional groups who are legally bound to secrecy or
• The other party has demonstrably developed the information independently of the disclosure of confidential information by the disclosing party.

23.5 This provision shall continue to apply for a period of two (2) years after any possible termination of the contract.

24 Written form

24.1 Any changes to these terms and conditions must be in writing. This also applies to any change to this requirement of written form.

24.2 Unless otherwise agreed in these terms and conditions, the special conditions, a service agreement, or any other agreement relating to these terms and conditions, written form is sufficient for amendments and additions to the other legal bases mentioned in section 1.2. This applies in particular to orders, increases and decreases, and changes.

25 Other

25.1 The customer agrees to enter into a reference customer agreement with the provider.

25.2 All claims arising from the contractual relationship with the customer are governed exclusively by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

25.3 The place of jurisdiction is Cologne.

25.4 Should any provision of these terms and conditions or the special conditions be or become wholly or partially invalid or unenforceable, or should they contain a gap, all other provisions shall remain unaffected. The invalid clause shall be replaced by a valid and enforceable provision that most closely approximates the economic and legal purpose of the invalid clause. Any contractual gap shall be filled in accordance with this standard.