General Terms and Conditions (GTC)

§ 1 Preamble

nara GmbH, represented by its managing director Lukas Brückner, Leightonstraße 3, 97074 Würzburg (hereinafter the "Contractor"), provides its customers with an AI-based software solution (hereinafter the "Software") as part of a Software-as-a-Service model ("SaaS") and, in this context, also renders various other services. The Software is used to create multi-agent systems based on generative AI, to automate processes and to support the customer's IT support.

These provisions are intended to regulate the legal relationship between the Contractor and the respective customer as comprehensively and as clearly as possible.

§ 2 Scope of Application, Amendments

These GTC conclusively govern the contractual relationship between the Contractor and the respective customer and apply exclusively. Any terms and conditions of the customer that conflict with or deviate from these GTC shall not apply unless the Contractor has expressly agreed to them in the individual case.

These GTC apply exclusively to entrepreneurs. An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when ordering, acts in the exercise of their commercial or self-employed professional activity.

The Contractor reserves the right to amend these GTC at any time without stating reasons. The Contractor will notify the customer of such amendments and provide the amended GTC at least two weeks before they take effect. If the customer does not agree to the amended GTC within two weeks of receipt of the amendment notice, the Contractor is entitled either to terminate the affected contractual relationship as of the date on which the amended GTC are intended to take effect or to continue the contractual relationship under the previous GTC.

Contracts are concluded exclusively in German and English. These GTC and all contracts concluded with reference to them are governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). In the event of difficulties of interpretation or contradictions, only the German version of the contractual documents shall be decisive.

In the event of conflicts within the contractual relationship between the parties, the following order of precedence applies:

a) individual agreements, b) these GTC, c) statutory provisions.

§ 3 Conclusion of Contract, Subject Matter, Scope of Services, Place of Performance

The contract is concluded by the customer's confirmation in text form of the unchanged offer submitted by the Contractor. The Contractor is bound by its offer for 30 days.

The Contractor commences the agreed services at the time specified in the respective contract and underlying order documents. Deadlines are automatically extended by any period during which the Contractor is prevented from performing the services without fault. This applies in particular in cases of force majeure, strikes, pandemics and epidemics, as well as insufficient cooperation by the customer within the meaning of § 6 of these GTC.

The Contractor offers, in particular and to the extent agreed:

a) consulting and support services for the customer, b) training of AI agents for use by the customer, c) provision of the contractual Software.

The Contractor offers the Software in various subscription packages. The scope of services depends on the package selected by the customer. The individual services and the specific scope of services to be provided by the Contractor are set out in the project and service descriptions, the respective offer, the individual agreements and/or these GTC.

The functionality of the Software includes, in particular, the provision, configuration and use of AI agents created for the respective customer on the basis of generative AI models in order to automate processes at the customer. Their range of functions includes – to the extent agreed – receiving requests (e.g. by telephone, web or email), automated processing of support requests, automated creation and categorisation of support tickets, independent handling of routine cases, structured forwarding of complex issues to the customer's human support team together with the associated documentation, and integration of external data sources. Depending on configuration and scope of functions, the AI agents may carry out automated actions in the customer's IT systems and/or via connected third-party systems, in particular via the edge connector provided by the customer.

Where services (Dienstleistungen) are owed, the Contractor acts solely in an advisory or supporting capacity and does not guarantee a specific success. In such cases, the Contractor does not owe the success pursued by the customer or the achievement of the customer's objectives. To the extent agreed, the Contractor in particular owes:

a) advising and supporting the customer in the selection, configuration and integration of AI agents and in determining the individual needs in the area of IT support, customer care and other areas for its end customers;

b) assisting in connecting external data sources and systems in order to extend the functionality of the agents, and advising the customer regarding configuration and operation of the Software;

c) training the customer for efficient use of the provided AI agents and the underlying generative AI technology;

d) proper training of the AI agents. Training of the AI contained in the Software is carried out exclusively on the basis of the data, information, interfaces, system accesses and other resources provided by the customer. The Contractor only owes proper execution of the training process in accordance with the state of the art.

Where the Contractor owes rental-type provision of the Software, the following additionally applies:

a) The Contractor only owes provision of the Software solution, in its current scope of functions, via remote access / SaaS portal. With regard to the results generated using the Software (such as tickets, solutions for support cases, etc.), the Contractor does not owe any specific success or suitability for a particular purpose pursued by the customer.

b) The customer is aware that the quality of the results and outputs of the Software depends significantly on the quality of the data provided for training. The customer is aware that AI-based tools deliver algorithm-based outputs which may be erroneous and require independent verification by the customer and/or its end customers.

The Contractor reserves the right to expand services and implement improvements where these serve technical progress, appear necessary to prevent misuse, or are required by law. The customer has no claim to a specific condition of the Software or its functionalities. The Contractor may make changes to the Software, its functionalities and updates at any time without notice to the customer. The Contractor shall remedy software defects within a reasonable time frame in line with technical feasibility and in accordance with these GTC.

The Contractor only owes support services if these have been separately agreed.

With regard to the intended purpose of the Software and possible usage restrictions, the following applies:

a) The Software provided by the Contractor, including the AI agents contained therein, is intended exclusively for general commercial purposes. It is not intended for use in high-risk areas within the meaning of Regulation (EU) 2024/1689 on artificial intelligence ("AI Act").

b) Use, in particular, in safety-critical infrastructures, in the healthcare sector, for the assessment of individuals or in other high-risk areas regulated by the AI Act is expressly excluded unless a separate written agreement with the Contractor exists.

c) The customer is prohibited from using the Software in prohibited application areas within the meaning of Article 5 AI Act.

d) The customer undertakes to indemnify the Contractor from all third-party claims arising from non-contractual use of the Software in high-risk areas or prohibited application areas. This includes reasonable costs of legal defence.

The Contractor is entitled to engage third parties, in particular subcontractors, for the provision of all services. These act as vicarious agents of the Contractor. The Contractor is in particular entitled to involve additional specialists for specific issues, to replace deployed or named project staff at any time with comparably qualified resources, to use subcontractors (natural persons or legal entities) and third-party software. Deadlines for provision are extended – without prejudice to the Contractor's rights in case of customer default – by the period during which the respective contractual partner does not fulfil its obligations towards the Contractor.

If the Contractor is in default with the owed service, the customer is only entitled to withdraw from the contract if the Contractor fails to comply with a reasonable grace period set by the customer.

The place of performance is generally the Contractor's registered office or the customer's registered office, unless otherwise provided by individual agreement or by the nature of the service.

§ 4 Prices, Payment Terms, Default

The amount of remuneration and the billing mode are determined by the offer, the subscription package chosen by the customer, the respective contractual agreement or these GTC.

If the parties agree flat-rate time contingents (e.g. minute or hour contingents) and/or service flat rates per month or year for contractually owed services (so-called credits), these are flat rates with upper limits, regardless of whether the agreed upper limit is actually reached or not. Services up to the agreed upper limit are in any case covered. Unused time contingents / credits cannot be carried over to the following month or year and expire at the end of the respective month or year.

All prices are net prices in euro plus applicable statutory VAT.

The remuneration becomes due upon invoicing. The Contractor issues the invoice in accordance with the agreed payment terms at the beginning of the contractually specified service period by email or by post. Invoices must be paid within the period stated on the invoice.

The payment obligation is deemed fulfilled when the invoiced amount is credited to the Contractor's account.

Objections to invoices must be raised with the Contractor in text form. Invoices are deemed approved by the customer if they are not disputed within four weeks after receipt. Timely dispatch of the objection is sufficient to meet the deadline.

If the customer is in default of payment for two months and does not meet its obligations, the Contractor is entitled to withhold further services, interrupt ongoing services and withdraw from the contract with immediate effect and/or terminate the contract without notice.

In the event of early termination of the contract, the services already provided by the Contractor up to the date on which termination becomes effective must be remunerated by the customer in accordance with the contractual provisions. Statutory claims to which the Contractor is entitled as a result of early termination remain unaffected. Claims arising under this § 4(8) shall be set off against any statutory claims.

§ 5 Termination

If a fixed contract term has been agreed, each party may terminate the contract in text form with four weeks' notice to the end of the term, unless otherwise agreed.

Contracts that provide for automatic expiry do not require termination and end automatically upon expiry of the agreed term.

The right to terminate for good cause remains unaffected. Good cause exists in particular if:

a) the customer ceases to make payments, b) the customer is in default of payment within the meaning of § 4 and such default covers two consecutive payment dates, c) the customer has filed an application for the opening of insolvency proceedings, d) the customer fails to duly fulfil its cooperation duties under these GTC.

§ 6 Customer's Duties to Cooperate

The customer's duties to cooperate are generally set out in the respective project and service descriptions, the offer, the individual agreements and/or these GTC.

The parties shall cooperate in a spirit of trust. If a party recognizes that information and requirements – whether its own or those of the other party – are incorrect, incomplete, ambiguous or not feasible, it shall notify the other party without undue delay and point out the recognisable consequences. The parties shall then seek an interest-based solution and aim to achieve it, where necessary in accordance with the provisions on changes in services. The customer's duties to cooperate generally follow from the respective offer and these GTC. As a rule, the customer must cooperate – without being entitled to remuneration – at the Contractor's reasonable discretion. The following obligations, in particular, are assumed by the customer free of charge (non-exhaustive):

a) The customer must provide complete and truthful information when concluding the contract. Changes must be notified to the Contractor without undue delay.

b) At the beginning of the services, the customer must provide all required or requested documents, data, content, necessary access permissions, interfaces and user data for all systems required for the project, as well as other information, completely and truthfully. Changes must be notified to the Contractor without undue delay. In particular, the customer is obliged to provide all data required for training the AI agents (such as past tickets, process descriptions, etc.) in structured, up-to-date and technically usable form, free of errors and within the agreed time period, to grant the Contractor all necessary access rights and interface approvals that are required to operate the AI agents and to integrate the Software with existing systems, to inform the Contractor of any programming changes or changes to the information architecture of its websites, databases and processes and to clarify with the Contractor whether these may negatively impact the Contractor's services.

c) The customer is responsible for proper setup, configuration, maintenance and security of the integration interfaces, in particular the edge connector.

d) The customer shall use the services provided by the Contractor only for the contractually agreed purposes.

e) The customer is solely responsible for reviewing the legal admissibility of the commissioned services. This applies in particular in relation to competition law, copyright, trademark law, data protection law or other legal provisions, unless the Contractor has knowledge of a violation or is grossly negligently unaware.

f) The customer must ensure that the information, data, texts, files and images provided to the Contractor for the agreed services do not violate statutory provisions or third-party rights. The customer indemnifies the Contractor from all liability in relation to the use of such information, data, texts, files and images and from any resulting trademark, copyright or competition law infringements.

g) The customer must obtain all necessary consents and rights from third parties, in particular end users, employees or external communication partners, in good time and in documented form, to the extent required for the use of the Software and for the Contractor's performance. This applies in particular to the processing of personal data and audio, text or image recordings in the context of support requests. The customer indemnifies the Contractor from all claims based on a violation of these obligations.

h) The customer ensures that knowledgeable contact persons are available and ready to provide information throughout the contract term.

i) Immediately after conclusion of the contract, the customer shall appoint a responsible contact person who can answer all questions regarding project implementation and make all related decisions.

j) The customer shall, where deemed necessary by the Contractor, provide work and meeting rooms, access to standard communication facilities (Wi-Fi and internet), as well as a sufficient number of workstations with appropriate IT equipment and technology that meets current IT standards.

k) Where necessary, the customer shall set up remote access for each of the Contractor's project staff for an encrypted and secure connection from an external computer via the internet to the customer's required IT systems and shall provide such access for the entire contract term.

l) The customer ensures that any third-party services that may influence or relate to the Contractor's services are provided on time and in the agreed quality, and that all necessary information and results are made available to the Contractor in good time.

m) The Contractor is not obliged to review the customer's data or websites for potential legal violations. The customer indemnifies the Contractor from all claims based on a breach of the duties listed above.

n) In the case of SaaS services, the following additionally applies: The customer will not use crawlers, web agents or similar software tools that contradict normal contractual use. The customer is obliged to regularly back up its settings and data, to the extent that such duties do not, by nature and scope of the contract, fall within the Contractor's main obligations. The customer will, where deemed necessary by the Contractor, correctly configure and provide all necessary systems at technical level. The customer is obliged to keep confidential any access data received from the Contractor, not to disclose them to third parties and to prevent unauthorised third-party access to protected areas by appropriate measures. The customer must notify the Contractor without undue delay if it suspects that access data may be used by unauthorised persons. If the customer or a user designated by the customer violates these provisions using a contractually provided access, the Contractor may, without prior notice, immediately block access for all users of the customer and, after prior notice in text form, promptly delete the affected data if this demonstrably remedies the violation. If blocking is ordered by authorities to avert dangers, or serves to avert dangers for the Contractor, its customers or other users, notification may be provided only after blocking. If the Contractor's services are used by unauthorised third parties using the customer's access data, the customer is liable for resulting fees under civil law until the Contractor receives the customer's order to change the access data or notification of loss or theft, provided the customer is at fault. The customer must check its data and information for viruses or other harmful components before entering them and use state-of-the-art antivirus programs.

o) The customer is aware that content generated by the AI-based Software may be erroneous and should be checked independently by the user. The customer is obliged to independently verify the results generated by the Software and to instruct and oblige the users of the Software accordingly.

If the customer does not provide the data required for training in due time and/or correctly in accordance with these GTC, the Contractor is entitled to suspend performance until proper cooperation is provided or to reasonably adjust the performance period.

If the customer does not perform or does not fully and/or correctly perform its cooperation duties, the Contractor is entitled to additional remuneration for the additional effort incurred, at the agreed hourly rates.

If the customer still fails to fulfil its cooperation duties after a reasonable grace period has been set, the Contractor is entitled to terminate the contract for good cause. In this case, the Contractor may demand the remuneration accrued up to that date. Further damage claims remain unaffected.

If third parties assert claims against the Contractor on the basis of the above provisions, the Contractor shall inform the customer without undue delay. The customer undertakes to indemnify the Contractor from all liability towards third parties, to support the Contractor in its legal defence and to bear the costs of adequate legal defence, unless the Contractor is partly at fault.

§ 7 Warranty, Liability

The customer assumes unlimited liability for all damages incurred by the Contractor as a result of the customer's failure to perform or incomplete and/or incorrect performance of its cooperation duties under these GTC. The customer may prove that the failure or incomplete and/or incorrect performance was not causal for the damage.

The customer is particularly liable for ensuring that the Software is not used for unlawful purposes or in violation of official regulations or orders and that corresponding data are not created and/or stored on the server or locally.

The Contractor warrants availability of its servers of 98.5% per year on average. The Contractor is not liable for claims arising from temporary unavailability of the Software, in particular due to maintenance work, provided downtime does not exceed a total of 1.5% of a year per calendar year and, in the case of longer outages, there is no intent or gross negligence. In the event of outages caused by disruptions outside the Contractor's responsibility, there is no refund of fees. Measures to identify and remedy malfunctions will only lead to temporary interruptions or impairments where this is technically necessary.

The Contractor provides its services in line with the current state of the art, applying the level of care customary in the industry. When assessing fault on the part of the Contractor, it must be taken into account that software cannot be created completely free of defects and that creative and/or technical services as well as operation of AI systems cannot be entirely error-free. Technical data, specifications and performance information in public statements, in particular in advertising materials, do not constitute quality information or warranted characteristics. The functionality of the respective service is determined by the description in the user documentation or the offer and any additional agreements made in text form.

The Contractor is not liable for the quality of the processing of support requests by the Software. The analyses, classifications, solutions or recommendations generated by the Software are based on probabilistic and data-based methods of machine learning and may be factually incorrect, incomplete or unsuitable for the specific application. In particular, the Contractor is not liable for faulty results if they are based on insufficient quality, timeliness or structuring of the training data provided by the customer or on missing or defective cooperation by the customer.

The Contractor is not liable for any consequences, damages or business interruptions resulting from actions triggered by AI agents, from the use of integration interfaces or from errors, security vulnerabilities or misconfigurations in the customer's systems or interfaces.

The Contractor is not liable for loss of data and/or programs where the damage is due to the customer's failure to carry out regular data backups at intervals customary in the industry and thereby ensure that lost data can be restored with reasonable effort, provided such data backups do not form part of the Contractor's main obligations.

The Contractor is not liable for breaches of statutory provisions or third-party rights in relation to graphics, texts, images, photos and files provided by the customer for the services or published by the Contractor in the customer's name.

The Contractor is not liable for damages resulting from the customer using the Software in a high-risk or prohibited application area contrary to the intended purpose pursuant to § 3(10). In such a case, the customer is deemed a provider within the meaning of Article 25 AI Act and assumes all legal, regulatory and liability obligations arising therefrom.

For rental-type contracts, the following additionally applies: Subsequent performance is provided, at the Contractor's discretion, by remedying the defect, delivering a program or other item that does not have the defect, or demonstrating ways to avoid the impact of the defect. The customer may not enforce a reduction in the monthly flat fee by deducing amounts from the agreed fee. Corresponding restitution or damage claims remain unaffected. The customer's right to terminate the contract for denial of use pursuant to § 543(2) sentence 1 no. 1 German Civil Code (BGB) is excluded unless repair or replacement is deemed to have failed. The Contractor's no-fault liability for defects already present when the contract was concluded is excluded. Self-remedy by the customer is excluded.

Warranty is excluded for defects caused by external influences not attributable to the Contractor or by improper use by the customer. Warranty also ceases to apply if the customer or third parties make changes and/or additions to the Contractor's services without express approval in text form. The customer may prove that the respective change or addition was not causal for the defect.

The customer must report defects without undue delay. Notification may initially be made orally but must be submitted in text form no later than the third working day thereafter. Defect notifications may only be made by a competent person and must at least:

a) precisely describe the problem (defect and expected behaviour), b) include a screenshot of any error message, c) describe how the defect can be reproduced, d) name a knowledgeable contact person.

Before asserting claims for subsequent performance, the customer must, with due care, examine whether a defect subject to subsequent performance actually exists. If a reported defect is not subject to an obligation of subsequent performance (apparent defect) or if the Contractor incurs additional effort because a defect report is not sufficiently specific, the customer may be charged for the Contractor's services for verification and fault rectification at the applicable rates plus expenses, unless the customer could not have recognised the apparent defect even with due care.

The customer shall support the Contractor in identifying and rectifying defects and grant prompt access to necessary information regarding the circumstances under which the defect occurred.

The Contractor may also remedy defects by providing telephone, written or electronic instructions to the customer.

As long as the customer has not fully paid the remuneration due under the contract and has no justified interest in retaining the outstanding amount, the Contractor may refuse subsequent performance.

The Contractor is entitled to at least five attempts at subsequent performance within a reasonable period. Failure of the fifth attempt does not necessarily mean that subsequent performance has definitively failed. The Contractor remains entitled to further attempts within the set deadlines or in light of the circumstances of the individual case.

The place of performance for subsequent performance is the Contractor's registered office.

Self-remedy by the customer is excluded.

The Contractor is fully liable for damage caused intentionally or by gross negligence, in cases of fraudulent concealment of defects, in the event of an assumed guarantee of quality, for claims under the German Product Liability Act and for injury to life, body or health.

For all other damage, the Contractor is only liable if a duty is violated whose fulfilment is essential to achieving the purpose of the contract (cardinal duty).

In the event of slight negligence, liability is limited to the foreseeable damage typical for this type of contract.

The above limitations of liability also apply to the Contractor's vicarious agents.

Otherwise, any liability is excluded.

§ 8 Intellectual Property, Rights of Use

All rights to any deliverables and services are, in the relationship between the parties, vested exclusively in the Contractor unless rights are granted to the customer under these GTC or another agreement.

For the term of the contract, the Contractor grants the customer a simple (non-exclusive), non-transferable and non-sublicensable right to access and use the Software via the provided SaaS web portal / interface. The right of use is limited to the intended use of the Software. Any other use is not permitted.

The customer shall not remove copyright notices or proprietary notices of the Contractor.

Upon termination of the contract, the customer is obliged to return free of charge all documentation, materials and other items or programs provided. The Contractor may waive return and instead require deletion of provided programs and destruction of documentation. If the Contractor exercises this option, it will expressly notify the customer.

The Contractor does not warrant that the results generated or provided by the customer using the Software are free of third-party rights, in particular copyrights, trademarks or personality rights.

For the term of the contract, the customer grants the Contractor the right to use the customer's trademarks and trade names and a limited right to use and edit texts and/or other works on the customer's websites.

The training data provided by the customer may contain content protected by copyright and data protection law. The customer hereby grants the Contractor the right to use such content to train the relevant AI agent and to process support requests, to make it available via the internet, and, in particular, to reproduce and transmit it for these purposes and to reproduce it for data backup purposes for the duration of the contract.

The Contractor is entitled, for its own purposes, to anonymise data provided by the customer or generated through use of the Software in such a way that re-identification of individuals or tracing back to the customer or its systems is excluded in line with the state of the art. The Contractor ensures proper and irreversible anonymisation of such data.

The fully anonymised data created by the Contractor may be used and exploited by the Contractor for its own purposes without limitation in time, territory or content, in particular for machine learning, further development, training and improvement of its AI systems and for the creation of its own data models. Anonymised data within the meaning of these GTC are data from which all personal references have been permanently and irreversibly removed such that re-identification of the data subject – including by cross-referencing with other data – is not possible for the Contractor or third parties.

The Contractor is entitled to freely use and exploit any developments and know-how arising from orders / further developments also in future projects.

The customer has no claim to disclosure and/or transfer of the source code or of models, algorithms or other results developed from the anonymised training data, unless mandatory law provides otherwise.

§ 9 Change of Provider, Data Portability

The customer may, at any time and irrespective of any agreed minimum contract term, switch to another provider that offers the same type of service, or require the transfer of all exportable data and other elements, including applications, for which the customer has a right of use ("digital assets"), to the customer's own ICT infrastructure on its premises. The transition period for transferring the data within the meaning of sentence 1 is 30 calendar days from the end of the notice period under paragraph 2. A service of the same type is deemed to exist if the service has the same main purpose, uses the same service model for data processing and offers the same main functions as the Contractor's service.

The notice period for initiating a change of provider is 2 months. The other termination provisions remain unaffected.

If the transition period under paragraph 1 is not technically feasible, the Contractor shall notify the customer within 14 working days after the provider change has been requested, stating the reasons and specifying an alternative transition period, which may not exceed seven months.

The customer may extend the transition period once by a period that it considers appropriate for its own purposes.

If the provider change takes place before expiry of the contractually agreed term and leads to early termination of the contract, the customer shall pay the Contractor compensation equal to the outstanding fees for the remaining term.

The Contractor shall support the customer's exit strategy as far as relevant for the contractually agreed services, in particular by providing the relevant information.

During the transition period within the meaning of paragraph 1 sentence 2, the Contractor shall support the customer by:

a) providing appropriate support to the customer and any authorised third parties in executing the provider change, b) acting with due care to maintain business continuity and continue providing the contractual services, c) informing the customer of known risks to uninterrupted service provision, and d) ensuring an appropriate level of security during the transition, in particular in relation to data transmission and access.

The Contractor shall provide the customer with the following information:

a) a list of all categories of data and digital assets that can be transferred during the change, including all exportable data (Annex 1 to these GTC), b) a list of data categories that are specific to the internal functioning of the Contractor's service and are excluded from the exportable data under (a) due to the risk of violating the Contractor's trade secrets (Annex 2). This only applies if such exclusions do not hinder or delay the provider change.

After expiry of the transition period, the customer has 30 calendar days to retrieve its data ("retrieval period"). During the retrieval period, the security level under paragraph 7(d) remains in place.

By the end of the notice period at the latest, the customer must inform the Contractor whether it:

a) is switching to another provider; in this case, the customer shall provide the necessary details of the new provider, b) is migrating to ICT infrastructure on its own premises, or c) requests deletion of its exportable data.

With regard to exportable data, the contract is deemed terminated as soon as the change has been successfully completed or upon expiry of the notice period if the customer has instead requested deletion of its data. The Contractor shall inform the customer separately about termination of the contract.

The Contractor deletes all exportable data and digital assets generated directly by the customer or directly relating to the customer after expiry of the retrieval period within the meaning of paragraph 8 or after expiry of an agreed alternative period, provided the change has been successfully completed and no statutory retention obligations prevent deletion. Upon request, the Contractor shall confirm deletion in writing.

Costs for any provider change fees are regulated as follows:

a) Until 12 January 2027, the Contractor may charge reduced fees for executing the provider change, corresponding exclusively to the directly attributable, demonstrable costs. b) From 13 January 2027, no fees will be charged for executing the provider change. c) Additional services going beyond statutory minimum obligations (e.g. accelerated migration, conversion into special formats, project-specific support) must be commissioned separately and will be invoiced at the applicable rates.

§ 10 Force Majeure

The Contractor is released from its duty to perform in cases of force majeure. Force majeure includes all unforeseen events and events whose effects on contract performance are not attributable to either party. Such events include, in particular, pandemics, epidemics, lawful industrial action (including in third-party companies) and official measures.

§ 11 Final Provisions

If the parties are merchants, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the Contractor's registered office in Germany.

Amendments or supplements to the contract must be made at least in text form to be effective. There are no oral side agreements.

The following annexes form an integral part of these GTC:

a) Annex 1: List of categories of transferable data, b) Annex 2: List of non-transferable data categories.

If any provision of this agreement is or becomes invalid during the term of the contract, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the meaning and purpose of the invalid provision.