General Terms and Conditions of codecentric AG

These General Terms and Conditions comprise:

• The General Conditions, Part A,
• the Special Conditions for Work Services, Part B,
• the Special Conditions for the Provision of Software, Part C, and
• the Special Conditions for Data Center Services, Part D.

All parts are collectively referred to as the "GTC". These GTC apply to all contracts under which codecentric AG, headquartered in Solingen - hereinafter "codecentric" - provides services and/or deliveries (including the supply of hardware and provision of software) - collectively "services" - to its commercial partner, hereinafter the "Customer".

1. SCOPE, NO VALIDITY OF OTHER TERMS AND CONDITIONS

1.1 The provisions of Part A apply unless different regulations are stipulated in Parts B to D inclusive.

1.2 Only these GTC and any additional terms of codecentric agreed with the Customer apply.

The Customer's terms and conditions will not become part of the contract, even if codecentric does not explicitly reject their inclusion. If the Customer does not agree with this, they must inform codecentric to that effect immediately in writing.

The standard notice referring to the Customer’s terms and conditions is hereby explicitly rejected.

1.3 There is no need for a repeated notice of the applicability of these GTC for future offers and contracts.

2. CHANGES TO THE GTC

2.1 codecentric is entitled to change the GTC, even within an existing contractual relationship, following the procedure below.

2.2 codecentric will inform the Customer of changes to the GTC at least 30 days before they become effective. The Customer may object to the changes within 30 days of receiving the notice. If no objection is raised and the Customer continues to use the services after the objection period has expired, the changes are deemed to be agreed for all services provided after the period ends.

2.3 In the notice, codecentric will point out the deadline and the legal consequences of not objecting.

3. OFFERS, CONTRACT DRAFTING

3.1 General descriptions of codecentric's services (e.g., on websites or in brochures) are non-binding and do not constitute an offer.

3.2 All offers by codecentric are subject to change and non-binding unless a binding period is expressly stated. If an offer is designated as binding but does not state a binding period, codecentric is bound by the offer for four weeks from receipt by the Customer.

3.3 Customer orders can be accepted by codecentric through written or text confirmation (e.g., by email) or when codecentric begins to perform the services visibly to the Customer.

3.4 codecentric reserves all existing ownership and copyright rights to the offer as well as to all offer-related illustrations, drawings, calculations, concepts, plans, and other offer-related documents and materials – hereinafter collectively referred to as the "Offer" The Offer may not be disclosed to third parties without the explicit, prior, and written permission of codecentric.

4. CONTENT, SCOPE AND SPECIFICATIONS OF SERVICES

4.1 The definitive basis for the content and scope of the services is, in case of doubt, the order confirmation from codecentric. If there is no order confirmation, the basis is the offer from codecentric.

Specifications regarding the content, scope, quantity, and/or quality of the services may also be taken from additional contractual documents (e.g., Service Level Agreements).

4.2 codecentric reserves the right to make standard commercial deviations in quantity, weight, and quality, as well as minor technical, structural, and design changes,

particularly improvements, even after the contract is concluded, provided such changes are reasonable for the Customer.

4.3 If the Customer receives a specification from codecentric described as a service or product description, this specification conclusively defines the characteristics of the service. However, codecentric only provides a guarantee for such service descriptions, images, references to DIN standards, etc., if such a guarantee is expressly stated and declared by codecentric.

5. PRINCIPLES OF SERVICE PROVISION; DOCUMENTS

5.1 codecentric provides all services either directly or through third parties.

5.2 For services rendered at a place other than codecentric’s business premises at the Customer’s request, travel costs and expenses will be charged according to Article 15.1 unless agreed otherwise.

5.3 Unless a specific procedure is agreed, codecentric will perform the services at its reasonable discretion and according to accepted technical standards.

5.4 codecentric is entitled to make partial deliveries, which can be invoiced separately, provided that such partial deliveries do not involve unreasonable effort for the Customer and the overall usefulness of the service is not substantially reduced.

5.5 Unless expressly agreed otherwise, codecentric may provide contractual documents in electronic form and in English.

6. DATES AND MILESTONES

6.1 All delivery and performance dates or deadlines stated by codecentric in the offer or elsewhere are non-binding guidelines unless they are expressly designated as binding.

6.2 A binding delivery deadline is met if the item is dispatched or collected within the period. If dispatch or collection is delayed for reasons not attributable to codecentric, the delivery deadline is considered met if notice of readiness for dispatch is given within the agreed period.

6.3 All delivery dates and milestones are subject to the correct, complete, and timely self-delivery of codecentric. codecentric reserves the right to withdraw from the contract if it cannot perform due to failed self-delivery. This applies only if a supplier fails to fulfill duties under a matching supply agreement, and codecentric is not responsible for this failure. codecentric will inform the Customer immediately in such cases.

6.4 All delivery dates and milestones are extended by the period during which the Customer is in default of payment.

7. CUSTOMER CHANGE REQUESTS

7.1 The Customer may propose changes and additions to the services after the contract is concluded. codecentric will arrange an analysis of the proposal. codecentric may charge for this analysis according to the agreed hourly or daily rates.

7.2 Implementing changes or additions proposed by the Customer after the contract is concluded requires an agreement in writing or text form. If the change agreement does not specify new dates or deadlines, the implementation of the changes results in an extension of the agreed delivery dates and deadlines proportional to the change effort.

8. DELIVERY AND ACCEPTANCE OF SERVICES; DISPATCH

8.1 Unless agreed otherwise, services are delivered at codecentric's business premises.

8.2 Dispatch of hardware, software, or service results to the Customer is at the Customer's risk.

8.3 The Customer is required to accept the services in good time.

8.4 codecentric reserves the right to insure deliveries against transport damage and loss. The Customer must report any damage or loss to codecentric immediately on delivery so that claims can be made against the transport insurer.

8.5 The Customer must inspect the services in good time. The statutory duty to report defects under § 377 of the Commercial Code (HGB) applies.

9. WITHHOLDING OF TITLE

9.1 All delivered goods remain the property of codecentric until full payment of the purchase price and settlement of all claims from the business relationship (extended withholding of title). The Customer may only dispose of goods subject to withholding of title in the ordinary course of business. Goods may not be transferred as security to third parties.

9.2 In the event of resale in the ordinary course of business, the purchase price replaces the goods. The Customer hereby assigns any claims arising from the resale to codecentric. The Customer may collect these claims as long as they meet their payment duties to codecentric. Due to the extended withholding of title (advance assignment of claims), assignment to third parties, particularly credit institutions, is not permitted. codecentric may review sales documents and inform the Customer’s purchasers of the assignment.

9.3 If the Customer's claim is included in a current account, the claim against the account holder is assigned to codecentric. The assignment amount corresponds to the value invoiced by codecentric for the resold goods.

9.4 In the event of a garnishment of the goods by third parties, the Customer must immediately notify codecentric and provide a copy of the garnishment record and a sworn statement confirming that the garnished goods are those delivered by codecentric under withholding of title.

9.5 If the value of the securities exceeds the secured claims by more than 20% after deducting security costs, the Customer may demand the release of securities exceeding this amount.

10. CUSTOMER’S DUTY TO COOPERATE

10.1 The Customer will support codecentric in the performance of the agreed services as necessary and reasonable. The Customer will ensure that all preconditions within their responsibility for the proper implementation of the contract are met on time and free of charge for codecentric. The Customer’s cooperation duties are cardinal duties.

In particular, the Customer will, as necessary and reasonable:

• provide all documents and information required by codecentric for the proper implementation of services in good time;
• make available the necessary IT infrastructure at the Customer's site (e.g., PC workstations, printers, computing time, test data) for the proper performance of services;
• grant codecentric or its agents access to the relevant locations and services during normal business hours;
• ensure their employees cooperate with codecentric or its agents.

Additional cooperation duties may be specified in the offer and/or communicated to the Customer in due course.

10.2 If special legal, regulatory, or operational safety requirements apply, the Customer will provide these to codecentric in good time before the start of the provision of the service.

10.3 The Customer will immediately notify codecentric of any faults or defects in the services that they detect.

11. ITEMS PROVIDED BY THE CUSTOMER

11.1 All items provided by the Customer (e.g., software, data, documents) that are agreed or required must be supplied in good time, free of charge for codecentric, and in the form and quality necessary for proper service provision. Unless agreed otherwise, the place of delivery for such items is codecentric's business premises.

11.2 The Customer is exclusively responsible for the cooperation duties and items they provide. The Customer guarantees that these do not breach applicable laws (including copyright and other third-party rights). The Customer will indemnify codecentric against all third-party claims arising from legal breaches related to the items they provide and will reimburse the costs of reasonable legal defense. These indemnity and reimbursement duties apply on first request by codecentric. The Customer will in good time inform codecentric of any third-party claims and grant codecentric all necessary powers and rights to defend against such claims effectively.

11.3 If the Customer’s cooperation duties or provided items are protected by copyright or other legal protections (e.g., trademark law), the Customer grants codecentric a non-exclusive, time-limited right for the duration of the contract to use these items for service provision. This right includes use, reproduction, modification and alteration by codecentric and its subcontractors. All other rights remain with the Customer.

12. DELAYS; FAILURE TO PROVIDE COOPERATION OR ITEMS; COST CONSEQUENCES

12.1 If the Customer fails to meet their cooperation duties or provide required items, and codecentric is thereby impeded in performing its services, codecentric may refuse to perform the services until the Customer fulfills their duties. Such delays caused by the Customer result in a corresponding extension of binding deadlines.

12.2 The Customer will provide their cooperation duties and items free of defects. The Customer is liable for any damages suffered by codecentric due to defective cooperation or items, unless the Customer is not responsible for the defects. The statutory provisions on liability remain unaffected.

13. ADDITIONAL DUTIES AND RESPONSIBILITIES OF THE CUSTOMER

13.1 The Customer will test any software programs or components provided to them (e.g., developed modules or bug fixes) appropriately on a test system before starting productive use.

13.2 Before starting productive use of the software, the Customer will take appropriate measures in case the software does not function properly. At a minimum, the Customer will perform a data backup in advance.

13.3 Unless agreed otherwise, the Customer is responsible for ensuring that they meet the requirements (e.g., network connection, procurement and operation of necessary hardware and software, provision of storage space) for using the services in their domain.

13.4 codecentric takes reasonable measures to protect against malware. However, codecentric cannot guarantee complete security of its systems and software. Accordingly, the Customer must also take all reasonable measures to protect their systems against malware.

13.5 If codecentric provides the Customer with digital products within the meaning of § 327 (1) BGB (Civil Code), which the Customer or their agents intend to integrate with other goods or third-party products (especially goods with digital elements as defined in § 327a (3) BGB), the Customer is exclusively responsible for the correct and functional integration of the digital product into the overall product. If defects arise in the overall product, the Customer bears the burden of proof that the defect was caused by the digital product provided by codecentric.

13.6 Unless agreed otherwise (e.g., through a separate update contract), if the Customer provides digital products to consumers (either as standalone or integrated with third-party goods), the Customer undertakes to exclude statutory update duties for digital products and goods with digital elements. The Customer will require their commercial purchasers to make similar exclusions with consumers.

14. REMUNERATION AND PRICES; PRICE ADJUSTMENTS

14.1 Unless agreed otherwise, all services are charged based on time spent according to the hourly or daily rates specified in the offer or the current price list of codecentric. Cost estimates included in the offer or stated elsewhere are non-binding unless explicitly described as a fixed price or a binding upper limit.

codecentric records the hours worked and keeps corresponding documentation (effort records). The Customer must confirm the recorded effort in writing on request or at the conclusion of the respective service.

14.2 If a fixed price is agreed for a service, this fixed price covers only the services specified in the offer or otherwise explicitly agreed with reference to that fixed price.

14.3 Article 14.2 applies similarly to agreements on recurrent fees (e.g., monthly fees).

14.4 Unless agreed otherwise, prices are ex works. Costs for dispatch, transport, packaging, insurance, customs, etc., are charged separately.

14.5 If the owed goods are to be delivered more than four months after the conclusion of the contract, or the owed services are to be rendered more than four months after the conclusion of the contract, or the services are provided as part of a continuous contractual relationship, then codecentric is entitled to reasonably adjust the fees and prices to the extent that cost changes occur after the respective order. This includes, in particular, increases in employment costs (e.g., due to collective bargaining agreements or other wage and salary increases) and procurement costs (e.g., due to cost increases from suppliers, exchange rate fluctuations, or changes in taxes, duties, or other levies). The precondition for such an increase in remuneration and prices is that, taking into account all relevant cost elements, there has actually been an increase in total costs, which must be demonstrated by codecentric. Such an overall cost increase does not exist if and to the extent that a cost increase that has occurred in a certain cost area is offset by cost reductions that have occurred in other areas. Costs that codecentric is responsible for or that result from its own fault are disregarded. If the overall costs increase, price adjustments are limited to the amount by which costs have risen.

codecentric will inform the Customer of any price increase at least 60 days before it takes effect. On request, codecentric will name the relevant cost elements to the Customer at any time - also prior to the conclusion of the contract - and conclusively explain their price-forming weighting in detail. At the same time as the notice of the intended price adjustment, codecentric will conclusively explain the reasons for the price adjustment to the Customer. If a price increase exceeds 5% of the total price, the Customer has the right to terminate the contract extraordinarily.

15. OTHER COSTS AND EXPENSES

15.1 Travel costs and expenses for business trips will be charged to the Customer as follows unless agreed otherwise:

• Travel time is billed as working time, based on the agreed hourly rate. If no rate has been agreed, codecentric's general price list applies.
• Daily allowances are billed according to the applicable statutory maximum rates.
• Accommodation costs are charged in full with proof of expenditure.
• Costs for public transport (train, bus, plane, etc.) are reimbursed in full with proof of expenditure. For car journeys, the applicable statutory mileage rate is charged per kilometer traveled.

Business trips are defined as all journeys required for the proper performance of services or requested by the Customer.

15.2 For postal delivery or return of materials, dispatch fees will be charged unless expressly agreed otherwise.

15.3 Costs and expenses arising from services not covered by the contractual agreements will be borne by the Customer.

The same applies to costs and expenses incurred by codecentric due to:

• Incorrect or incomplete information provided by the Customer;
• Defective cooperation or items provided by the Customer; or
• Defect complaints from the Customer that prove to be unfounded (e.g., because the defect does not fall under codecentric's contractual or statutory defect remediation duties) and/or the resulting defect analysis or correction activities.

16. PAYMENT TERMS, INVOICING, PAYMENT DEFAULT

16.1 All agreed prices and fees are exclusive of the VAT applicable at the time the service is provided.

16.2 Unless agreed otherwise, codecentric will invoice its services as follows:

• For hardware or software deliveries: on delivery;
• For time-based services: monthly and/or on completion of the service;
• For recurrent fees (e.g., hosting or software-as-a-service): monthly in advance;
• For usage-based fees (e.g., volume-based): at the beginning of the current month for the preceding month;
• For fixed-price agreements: according to the payment schedule in the offer or as agreed otherwise; if no payment schedule is agreed: on acceptance of the service by the Customer.

codecentric reserves the right to provide services only on advance payment. For combined deliveries and services, codecentric invoices each delivery and service separately according to the above criteria.

16.3 Invoices are sent electronically, typically by email. The Customer will provide a suitable email address for this purpose.

16.4 Travel costs are typically invoiced in the month of the trip or the following month.

16.5 Agreed prices and fees are due for payment within 14 calendar days from the date of invoice without any deductions unless a different payment period is specified in the invoice. Discount deductions are not accepted.

16.6 Payments are considered made on the day and at the place where codecentric can access the funds. Cheques and bills of exchange are only accepted as payment on cashing and are subject to bank fees, which are borne by the Customer. Payments must be made in the agreed currency.

17. SET-OFF AND WITHHOLDING RIGHTS

17.1 The Customer may only set off claims against codecentric's claims if their counterclaims are legally established or undisputed.

17.2 The Customer's right of withholding is only permissible for claims arising from the same contractual relationship.

18. CONTRACTUAL LIFETIME

18.1 Unless agreed otherwise, contracts for recurrent services (e.g., hosting, housing, or software-as-a-service) run indefinitely, subject to a minimum term of 12 months.

After the minimum term, the contract renews automatically for successive periods of 12 months, unless terminated with six months’ notice to the end of a calendar quarter.

18.2 The right of either party to terminate the contract for good cause remains unaffected. codecentric has good cause to terminate, in particular if the Customer defaults on payment despite a reminder.

18.3 Termination must be in writing to be effective.

19. WARRANTY FOR DEFECTS IN SERVICES

19.1 Unless expressly agreed otherwise, codecentric does not warrant that its services will be compatible with third-party services or products.

19.2 For software, the product description determines the characteristics.

19.3 If codecentric is required to remedy defects, the Customer must describe defects as precisely as possible within reasonable limits.

19.4 If the services fall under rental contract law (e.g., software-as-a-service, temporary software licensing, or housing), the following applies:

The Customer's right to terminate for failure to provide use under § 543 (2) (1) (1) BGB is excluded unless the provision of contractual use is deemed to have definitively failed.

Subject to Articles 20.4 and 20.7, codecentric's strict liability under § 536a BGB for defects existing at the time of contract conclusion is excluded.

19.5 In other cases of statutory defect liability, codecentric will take the necessary measures, with the choice of measures remaining with codecentric.

If codecentric is required to provide subsequent performance (repair or replacement), the Customer must allow codecentric at least two attempts.

In the event of a replacement, the Customer must return the replaced item unless the nature of the service makes this impossible.

The Customer is not entitled to self-remedy unless necessary in urgent cases to ensure operational safety or prevent significant damage. In such cases, codecentric must be notified immediately.

19.6 Damages or reimbursement for futile expenses due to defects will only be provided by codecentric under Article 20.

19.7 Claims for statutory liability for defects in sales or work contracts expire 12 months after delivery of the products or (for work services) after acceptance, except in cases of intent (including fraud), gross negligence, injury to life, body, or health, liability under the Product Liability Act, or guarantees provided.

20. LIABILITY AND LIMITATION OF LIABILITY

20.1 Statements made in brochures, advertisements, documentation, and on websites by codecentric do not constitute guarantees or representations of specific properties.

20.2 If the provisions of the Telecommunications Act (TKG) apply, codecentric’s liability is limited in accordance with § 70 TKG. Outside the scope of the TKG, codecentric’s liability is governed by the following provisions.

20.3 codecentric is liable only for its own negligence and that of its legal representatives, senior employees, and other agents, in accordance with the following provisions.

20.4 codecentric is fully liable for damages caused intentionally or through gross negligence by codecentric, its legal representatives, senior employees, or other agents.

20.5 For damages caused by minor negligence, where the breached duty is essential for the proper implementation of the contract and on which the Customer may reasonably rely (so-called cardinal duty), codecentric's liability is limited to damages typical and foreseeable for the type of service involved. In all other cases, liability for damages caused by minor negligence is excluded.

20.6 In cases where liability is governed by Article 20.5, codecentric's liability per damage event is limited to EUR 500,000, and to a total of EUR 1 million under the respective contractual relationship.

20.7 Liability for fraud, injury to life, body, or health, guaranteed properties, and liability under the Product Liability Act remain unaffected by the above provisions.

20.8 codecentric is liable for data recovery or restoration only to the extent that the effort involved could not have been avoided by proper, at least daily, data backups by the Customer. This does not apply if a data backup was expressly agreed to be provided by codecentric.

21. FORCE MAJEURE

Events beyond the control of codecentric, its legal representatives, or agents ("force majeure"), including unforeseeable technical incidents outside codecentric’s influence, power outages, malfunctioning telephone lines, or other comparable technical issues and their consequences, relieve codecentric from the duty to perform the affected contractual services for the duration of the disruption.

22. CONFIDENTIALITY; DATA PROTECTION AND DATA SECURITY

22.1 Confidential Information includes all financial, technical, economic, legal, tax, and other information (in particular sketches, technical drawings, (product) descriptions, instructions, programs, directives, technical, scientific, and business know-how, business processes, methods, evaluation results, business or technical plans, and offers) that one party makes accessible to the other party (each being the "receiving party") orally, in writing, or in any other form, or that has been made accessible before the conclusion of the contract by the party itself or by third parties commissioned by it, and that are designated as confidential or are identifiable as trade or business secrets due to other circumstances. The term also covers copies or reproductions of such information.

Confidential information within the meaning of this provision is also the fact that confidential information has been brought to the attention of the receiving party, the existence and content of the contract, as well as all other information relating to the conclusion or performance of the contractually agreed services (here also: "project"), including the fact that discussions about the project are taking place and the status of these discussions (here collectively "confidential information"). All confidential information is considered a trade secret under § 3 GeschGehG (Trade Secrets Act).

22.2 The receiving party agrees to keep all confidential information secret and – unless explicitly authorized in writing by the other party in advance or required for the purpose of the project – neither record it nor disclose it to third parties (third parties do not include their own employees in accordance with Article 22.3), and not to use it for purposes other than the project.

22.3 The receiving party will only disclose the Confidential Information to its respective employees if and to the extent that this is absolutely necessary for the implementation of the project and it is ensured that these persons (i) have subjected themselves to the provisions of this Confidentiality Agreement by a written agreement corresponding to this Confidentiality Agreement, or (ii) are subject to comparable confidentiality agreements, or (iii) the other party has previously consented in writing to the disclosure of the Confidential Information. At the request of the other party, the receiving party will prove that the provisions of this clause 22.3 are complied with and will be required to provide the other party with corresponding copies of the confidentiality agreements.

22.4 The receiving party will protect confidential information with the same care it uses to protect its own confidential information and at least with due commercial diligence.

22.5 The receiving party will take reasonable measures under § 2 (1)(b) GeschGehG to protect confidential information from unauthorized access, use, or misuse, maintaining professional security standards to prevent or hinder unauthorized access. The receiving party will maintain security measures that meet at least professional standards to prevent unauthorized access to the confidential information, so that unauthorized access is prevented or at least made more difficult and the person gaining access knows or must know that the confidential information is to be kept secret.

22.6 Copies of confidential information will only be made as necessary for the project. When making copies, it must be ensured that any markings on the original documents that indicate the confidentiality of the information are legible on the copies as on the original documents.

22.7 The receiving party may not circumvent protection measures (e.g., passwords, encryption) related to confidential information or use reverse engineering to obtain information. In particular, the receiving party is prohibited from obtaining information by using it for purposes other than those for which it is intended, such as examining or dismantling a product or object that has been provided temporarily or permanently and is not publicly available (reverse engineering). This does not affect rights under § 69d(3) and § 69e UrhG (Copyright Act).

22.8 The receiving party shall promptly inform the other party on becoming aware of any actual or threatened unauthorized use or disclosure of confidential information and shall take all reasonable measures – with the assistance of the other party if necessary – to prevent or stop such use or disclosure.

22.9 The confidentiality duties and protective measures pursuant to Clauses 22.2 to 22.8 will not apply insofar as:

• the receiving party can prove they knew the information before disclosure;
• the receiving party has obtained the confidential information from a third party prior to the conclusion of the contract or has subsequently obtained it from a third party without violating this Article 22, provided that the third party has lawfully obtained possession of it and does not breach a confidentiality duty binding on it by disclosing it, or;
• the information is or becomes publicly known through no fault of the receiving party;
• the receiving party is required to disclose the confidential information by order of a competent court or authority, in which case the receiving party must take all reasonable steps to prevent or restrict disclosure of the confidential information to the maximum extent possible.

If the receiving party considers itself required to disclose due to a court or official order, the receiving party must notify the other party in writing of the order and the confidential information concerned in good time before disclosure, insofar as this is legally permissible.

The receiving party will bear the burden of presentation and proof for the existence of an exception to the duty of confidentiality. If the receiving party does not inform the other party in text form on receipt of confidential information that the confidential information in question falls under one of the exceptions pursuant to this Article 22.9, it will be assumed that an exception pursuant to this Article 22.9 does not apply.

Confidential information may not be passed on simply because its acquisition as a business secret is permitted under Article 3 (1) GeschGehG or is not prohibited under Article 5 GeschGehG.

22.10 The receiving party is required, at the first request of the other party, to promptly return all confidential information, whether in written form or any other embodiment, including all reproductions and copies, to the other party or to destroy it with proof of destruction, at the other party's discretion. Statutory withholding duties remain unaffected. Furthermore, the receiving party must confirm in writing to the other party that it has returned or destroyed the confidential information in the manner described. Confidential information must be destroyed in the most secure manner in accordance with the current state of the art. The receiving party is not entitled to assert a right to withhold in this respect.

22.11 Both parties will comply with applicable data protection laws.

22.12 If codecentric processes personal data on behalf of the Customer under Article 28 GDPR, the parties will enter into a separate data processing agreement.

22.13 Insofar as codecentric carries out or commissions data backups, these primarily serve to restore data and systems to the most recent possible recovery point following an emergency (disaster recovery). The Customer has no right to individual data restoration for data they have deleted.

23. FINAL PROVISIONS; REFERENCE CUSTOMER

23.1 Changes and additions to the contract require written form. This also applies to the cancellation of this clause.

23.2 The place of performance for all contractual services is codecentric's business premises.

23.3 The exclusive place of jurisdiction for all disputes arising from or related to the contract is codecentric's business premises.

codecentric may also sue the Customer at their general place of jurisdiction or any other legally competent court.

23.4 The parties agree that German law applies to all legal relationships arising from this contract, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

23.5 The Customer grants codecentric the right to use the Customer’s company name in press releases, marketing materials and as a reference Customer.

The Customer may restrict or revoke this right at any time in writing or text form.

24. SCOPE OF THE FOLLOWING PROVISIONS

The provisions of Part B apply exclusively to work services and take precedence over the other provisions in these GTC.

25. ACCEPTANCE OF WORK RESULTS

25.1 codecentric will notify the Customer in writing or in text form when work results are ready for acceptance. The Customer will in good time begin the acceptance review and accept each work result within a reasonable period, but no later than 7 calendar days after the work result has been provided, unless agreed otherwise.

25.2 codecentric has the right to participate in the acceptance review. Any assistance provided by codecentric during the review will be charged separately according to codecentric's current price list.

25.3 Minor defects in the work results will not prevent acceptance.

25.4 Defects in the work results that prevent acceptance and are reported by the Customer to codecentric within the acceptance period will be remedied by codecentric within a reasonable timeframe.

Acceptance is deemed successful once all defects reported in due time and acceptance-preventing defects are remedied or codecentric proves that the issues do not constitute defects within the meaning of § 640 BGB (Civil Code).

25.5 The Customer will confirm successful acceptance in writing to codecentric.

25.6 If the Customer neither confirms acceptance nor notifies codecentric of at least one defect by the end of the acceptance period (see Article 25.1), the work results are deemed accepted.

Furthermore, work results are considered accepted if the Customer uses them productively without indicating that they do not meet contractual requirements.

25.7 codecentric may request acceptance of partial results (e.g., complete sections such as modules or epics). The provisions of this Article 25 also apply to such partial acceptances.

If partial acceptances are conducted, defects in later partial results that originate from already accepted partial results will only prevent the acceptance of the later results if the defect significantly hinders interaction with the later results or substantially impairs functionality, and if this defect was not identifiable during the earlier partial acceptance(s).

26. RIGHTS OF USE TO WORK RESULTS

26.1 Unless expressly agreed otherwise, codecentric shall grant the Customer a non-exclusive, geographically unrestricted, and perpetual right to use the copyrightable results individually created for them by codecentric according to the contractual agreements (excluding any third-party software included) (hereinafter “work results”) for the contractually intended purpose and agreed types of use, solely for internal business purposes.

26.2 In providing services, codecentric may use third-party software, including open-source software, which may affect the usability of the work results. The parties will coordinate on the rights to third-party software, particularly regarding whether codecentric grants a usage right or the Customer acquires it independently. The Customer must comply with any third-party license terms provided by codecentric when using or distributing the work results.

26.3 If the work results are software and unless expressly agreed otherwise, the usage rights granted above are limited to the object code of the software, meaning the Customer has no entitlement to the source code. The Customer may only modify the work results with codecentric’s express consent. codecentric is expressly permitted to use AI tools (e.g., GitHub Copilot or Codeium) when developing work results and is not required to identify AI-generated code.

26.4 The granting of all usage rights is subject to the condition that the Customer has paid the full remuneration owed for the respective work result.

26.5 All rights not explicitly granted to the Customer remain with codecentric. In particular, codecentric retains the right to use, distribute, and exploit all knowledge, concepts, procedures, methods, and know-how underlying the work results, as well as the work results themselves, without restriction.

27. SCOPE OF THE FOLLOWING PROVISIONS

27.1 The provisions of Part C apply exclusively when codecentric provides the Customer with computer programs and any associated documentation - collectively "software" - for use on the Customer's systems. These provisions take precedence over the other provisions of these GTC.

27.2 The provisions of Part C do not apply to the provision or operation of software hosted in codecentric’s data center or that of a subcontractor for use by the Customer.

28. SCOPE AND LIMITATIONS OF THE USAGE RIGHTS

28.1 Unless otherwise stated below, the provisions in Article 26 regarding usage rights apply to the software provided.

28.2 Unless otherwise stated in the offer or license certificate, the usage right is granted as a time-limited named-user license (usage right for a specifically named individual) for the agreed term.

28.3 Unless expressly permitted by the rights granted or mandatory legal provisions (e.g., §§ 69d and 69e of the Copyright Act), the Customer is prohibited from distributing, renting, sublicensing, reproducing, translating, decompiling, disassembling, decrypting, or otherwise modifying the software.

28.4 All trademark and copyright notices in or on the software must remain unaltered.

28.5 The usage rights granted in these GTC are limited to the object code of the software. The Customer has no claim to the source code.

29. VERIFICATION OF USAGE; INFORMATION REQUESTS AND USAGE MONITORING

29.1 At codecentric’s request, the Customer will, in good time, provide written information to confirm that the software is being used in accordance with the contract. This information must include all necessary details (e.g., the number of active users or licenses).

29.2 The Customer will grant codecentric reasonable access to relevant records and systems to verify compliance with the contract. codecentric will treat all obtained information confidentially and disclose it to third parties only to the extent necessary to protect its rights.

29.3 codecentric may implement reasonable technical measures within the software to monitor compliance with usage rights.

30. THIRD-PARTY SOFTWARE PRODUCTS

30.1 If the software consists of third-party products, different terms may apply, particularly regarding the scope and limitations of usage rights. Articles 26 and 28 do not apply to such third-party software.

The Customer is responsible for understanding and adhering to the applicable third-party license terms. codecentric will provide the relevant license terms on request.

30.2 Third-party software may include technical measures to prevent unauthorized use.

31. SCOPE OF THE FOLLOWING PROVISIONS

The provisions of Part D apply exclusively to services involving:

• the provision or operation of software or
• the provision or operation of software or the central storage and/or processing of customer data

in the data center of codecentric or its subcontractors (e.g., hosting, software-as-a-service, infrastructure-as-a-service, platform-as-a-service, data recovery services). These provisions take precedence over the other provisions of these GTC.

32. AVAILABILITY OF THE SERVICES

32.1 Unless otherwise expressly agreed, codecentric guarantees the Customer a service availability of 99.5% over a 12-month period.

Downtime and impairments of service accessibility during regular maintenance windows, or during agreed maintenance, installation, or modification work, as well as planned and agreed shutdowns, are disregarded as periods of unavailability. The regular maintenance window is daily between 00:00 and 05:00.

Also excluded from unavailability periods are times when services are unavailable or impaired due to technical or other circumstances beyond codecentric's control (e.g., force majeure, disruptions in telecommunication lines, third-party faults).

Furthermore, excluded are periods during which codecentric temporarily restricts access to services due to:

• an imminent threat to its data, hardware, and/or software infrastructure or that of its customers (e.g., viruses, port hacking, trojan attacks), or
• a significant threat to network operations or network integrity. In such cases, codecentric will consider the legitimate interests of its customers and will make every reasonable effort to lift the restriction as soon as possible.

32.2 codecentric's responsibility for the components used ends at the data center interfaces to public networks unless agreed otherwise.

32.3 If a Service Level Agreement (SLA) has been agreed with the Customer, the SLA provisions take precedence in case of deviations.

33. CUSTOMER DUTIES WHEN USING SERVICES; USAGE RESTRICTIONS

33.1 The Customer is responsible for ensuring that their use of the services, and that of their employees, does not breach these GTC or applicable law. The Customer will indemnify codecentric against all third-party claims arising from legal breaches attributable to the Customer's use of the services and will reimburse the costs of reasonable legal defense. These indemnity and reimbursement duties apply on the first request by codecentric. The customer shall promptly inform codecentric of any claims by third parties that are made against codecentric due to the customer's cooperation and/or provision of assistance and shall grant codecentric all necessary powers of attorney and authorizations to enable codecentric to effectively defend itself against such claims.

33.2 The following actions are specifically prohibited:

• Using content that is extremist, racist, violent, defamatory, suggestive, sexually explicit, obscene, or pornographic, or content that promotes racism, fanaticism, hatred, or physical violence.
• Using content that insults, discriminates against, or defames other users or third parties.
• Using content that violates youth protection laws, data protection laws, and/or other laws, and/or such content that is suitable to promote or support unlawful actions,
• Using content protected by law or third-party rights (e.g., copyright) without demonstrable authorization.
• Sending advertising emails without complying with legal requirements for electronic advertising.
• Registering an internet presence related to the services and accessible to the public in search engines, provided that the use of keywords in the registration does not violate legal prohibitions, public morals, and/or the rights of third parties.

33.3 The following activities are also prohibited:

• Unauthorized accessing and/or hacking into third-party computer systems (hacking, phishing, ARP spoofing, web spoofing, etc.).
• Obstructing third-party computer systems by sending or forwarding mass data or emails (spam).
• Operating open mail relays (spam bombing, stalking, mail spoofing, etc.).
• Scanning for open system ports (port scanning).
• Spoofing IP addresses (DNS, DHCP, IP/MAC, URL spoofing), email headers, or news headers.
• The provision of IRC (Internet Relay Chat, such as IRC servers, bots, bouncers), anonymization services (Tor, JAP, proxy servers, etc.), streaming services (download services, P2P file-sharing platforms, etc.), and/or linking to such services, and
• the interruption and/or obstruction of communication services.

34. SCOPE AND LIMITATIONS OF USAGE RIGHTS FOR SOFTWARE-AS-A-SERVICE AND HOSTING

In the case of providing or operating software in codecentric's data center or that of its subcontractors for use by the customer (particularly Software-as-a-Service), and unless expressly agreed otherwise and subject to Clause 34.2, codecentric shall grant the customer a simple, non-exclusive, and non-transferable right to access the software via the internet for their own internal purposes.

Unless stated otherwise in the offer or SaaS license, the usage right is granted as a time-limited named-user license (usage right for a specifically named individual) for the agreed term.

The usage rights granted for software-as-a-service are limited to internet access to the software. The Customer has no claim to the program code.

The granting of usage rights is subject to the condition that the Customer has paid the full remuneration owed for the SaaS/hosting services for the respective period.

34.2 If the Customer provides the software (e.g., for hosting purposes), the usage rights ("license") are governed exclusively by the agreement between the Customer and the software licensor. The Customer is responsible for ensuring they have acquired sufficient usage rights to provide the software to codecentric for service provision (e.g., hosting). The Customer will indemnify codecentric against all third-party claims arising from breaches of such rights and will reimburse the costs of reasonable legal defense. These indemnity and reimbursement duties apply on the first request by codecentric. The customer shall promptly inform codecentric of any third-party claims asserted against codecentric due to the customer's provision and shall grant codecentric all necessary authorizations and powers to effectively defend against such claims.

35. SUSPENSION OF SERVICES DURING THE CONTRACT TERM

35.1 codecentric is entitled to temporarily or permanently suspend the Customer’s access to services if there are concrete indications that the Customer is violating these GTC or applicable law. When deciding on a suspension, codecentric will reasonably consider the Customer’s legitimate interests.

35.2 codecentric is entitled to block individual or all of the customer's access to the services if the customer is in default with the payment of the due fees.

35.3 In the event of a temporary or permanent suspension under Articles 35.1 or 35.2, the Customer is not entitled to a refund of fees already paid.

36. CHANGES TO SERVICES BY CODECENTRIC

36.1 The content, scope, and functions of the services may change during the term of the contract, particularly as part of routine product development.

36.2 codecentric will inform the Customer in text form about such changes as early as possible and before they take effect if codecentric believes the changes will significantly affect the Customer’s use of the services.

36.3 If the changes are unacceptable to the Customer, they may object to the changes in writing within 30 calendar days after receiving the notice. If no objection is made and the Customer continues to use the (modified) services after the objection period expires, the changes are deemed agreed. Changes are deemed acceptable if they have no impact or only a minor impact on the functionality of the agreed services.

36.4 If the Customer objects to the changes, and it is impossible or unreasonable for codecentric to continue providing the services in their original form (e.g., if the change is necessary for security reasons), codecentric may terminate the affected services without notice.

37. TECHNICAL REQUIREMENTS FOR SERVICE PROVISION

The choice of hardware, software tools, and components necessary for the operation and provision of services (e.g., for data backup, data security, monitoring, and management) is the responsibility of codecentric. The Customer has no right to demand the use of specific components.

38. DURATION OF SERVICE PROVISION AND USAGE

38.1 Unless agreed otherwise, the provision of services begins with the activation of the services by codecentric and continues for an indefinite period.

38.2 The provision of services may be terminated by either party with 30 calendar days' notice to the end of a month. If a minimum term or other arrangement has been agreed, that arrangement takes precedence.

39. CONSEQUENCES OF TERMINATION OF SERVICES

39.1 On termination of the services, the Customer's right to use them ends and codecentric may disable access to the services.

39.2 After 30 calendar days following termination, codecentric is entitled to delete all Customer data associated with the terminated services. The Customer must accordingly:

• back up their data in good time before termination takes effect, or
• commission codecentric to perform a data backup, for which additional fees will apply, in good time before the 30-day period expires.

As of 11/2024

(The German version of the GTC is leading and legally binding.)