The terms and conditions of Venios GmbH contracts apply. The customer will get an offer that consists of two main parts. 1) An implementation project based on a typical project and service agreement. This describes the agreed funtionality and developments of the solution 2) A license agreement for the usage of the implemented VEP Solution. This includes licenses fees for VEP, Microsoft Azure and 3rd party software as described in the offer. Bug fixes and general feature aupdates are uncluded. The following license agreement regulates the contractual relationship between Venios GmbH (hereinafter referred to as Venios) and Customer XYZ (hereinafter referred to as customer) regarding all aspects of the regular operation of the Venios Energy Platform (VEP). § 1 Subject of the contract, scope of services (1) Venios provides VEP to the customer to use for the duration of the contractual relationship. VEP is a cloud software based on Microsoft Azure/Service Fabric and is operated and maintained on servers of the cloud platform operator, Microsoft. As the producer, Venios enables the customer to use the software. (2) Access and use of VEP by the customer take place via the Internet using a web browser. (3) The customer is entitled to use VEP to the extent that is warranted by Venios in the attached offer and the scope of services in this license agreement (Appendix 1). (4) The customer can book additional modules, which supplement the functionality of VEP. (5) Venios reserves the right to adjust the license costs if the number of local substations whose data are processed by VEP exceeds the contractually agreed number. (6) The use of the software is permitted to the number of employees defined in the offer (authorized persons). The Customer may agree with Venios to increase the number of users and thus the number of simultaneous accesses. This requires an adjustment to the license fee. Technologically, the cloud platform is hereby made more powerful in Microsoft's computer centre and the number of computing cores and the dimensioning of the main memory are adapted. (7) Venios provides the customer with storage space and computing power for unrestricted, contractual use for the authorized users. The storage space serves to store the data generated by the customer by its users and the customer data required for the use of VEP. (8) The availability of VEP is 99 %. If this availability is not reached, the annual license costs are reduced proportionally to the downtime. One day downtime reduces the license costs by a maximum of 1/365 (one three-hundred and sixty-fifth). (9) If required, Venios will provide the customer with Windows software (concentrator), which will be installed on IT systems in the customer's business premises in order to receive data and transmit it to VEP via a secure connection. (10) The following services shall not be included in the subject matter of the contract: • Guaranteed response times • Services (training, consulting, etc.) • Service (maintenance, patch management etc.) • System management (external data backup etc.) • Services of the data centre • IT and hardware (on customer side) The customer can conclude a service contract for additional services. § 2 Remuneration (1) Prices will be invoiced in accordance with the above-mentioned offer. (2) In the event of payment default, the Licensee is required to pay the statutory default interest and Venios shall be entitled to suspend access to VEP. Venios’s entitlement to remuneration remains unaffected by the suspension. Access to the software will be reactivated immediately after payment of the outstanding license fee amounts, at the latest after 5 working days. The right to block access exists as a milder means even if Venios has a right to extraordinary termination according to § 8. (3) Venios may, after expiry of the agreed initial term, adjust the prices as well as the rates for an agreed remuneration in accordance with the general price development. If the increase in remuneration amounts to more than 5%, the customer may terminate the contractual relationship at the end of the current contractual month. (4) § 2 applies accordingly to a service contract concluded in connection with the license agreement. § 3 Further services and obligations of Venios (1) Venios provides VEP to the customer in the state agreed at the time of signing the contract. If a change to the VEP instance provided initially is reasonable for the customer whilst taking into account the interests of Venios, the VEP instance may be updated. The customer is not entitled to updates which update or extend the functionality beyond the level of functionality agreed in § 1. (2) Venios provides VEP to the customer at the router exit of the Microsoft data centre where the server with the software is located ("Delivery Point"). The software, the computing power required for use, the storage and data processing space required are provided by Venios. Venios is not liable for the establishment and maintenance of the data connection between the customer's IT systems and the transition point described. (3) To ensure the stability of the system, Venios carries out important and security-relevant updates of VEP as required, in coordination with the customer. The necessity is determined by Venios. (4) On behalf of Venios, the application data of the Software is regularly duplicated by Microsoft. § 4 Obligations and duties of the customer (1) The customer is completely and permanently responsible for the content of the data entered to VEP and the data generated by VEP. Venios does not, in this respect, check these data. (2) The customer is to name the authorized employees in Appendix 2. This includes the users of VEP and a technically experienced contact person to ensure the communication of the contracting parties. The customer shall inform Venios of any changes to the authorized persons and their contact details. (3) The customer must keep the access data made available to him secret and ensure that any employee to whom access data is made available, does so as well. The services of Venios may not be made available to third parties unless this has been explicitly agreed by the parties. § 5 Rights to use and exploit the software, rights to application data (1) The customer shall receive a simple (non-sublicensable and non-transferable) right to use the software, limited to the term of this agreement, in accordance with the provisions below. The software is not physically transferred. (2) If and insofar as during the term of this contract, in particular by compiling application data, a database, databases, a database work or database works are created on the manufacturer's server(s) by the customer's activities permitted under this contract, the customer shall be entitled to all rights thereto. The customer remains the owner of the databases or database works even after the end of the contract. Venios shall provide the customer with the data in a form defined by Venios. Should there be any additional requirements, the customer shall bear the costs of the exports. (3) Venios reserves the right to use anonymized data for the improvement of its services, without clearly assigning the data to any person and in compliance with applicable data protection laws. § 6 Liability and compensation (1) Venios is liable for damages to the customer caused intentionally or by gross negligence, which are the result of the absence of a guaranteed quality, which are based on a culpable breach of essential contractual obligations (so-called cardinal obligations), which are the result of a culpable injury to health, body or life, or for which liability is provided for under the Product Liability Act, in accordance with the statutory provisions. (2) Cardinal obligations are those contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose observance the contractual partner may regularly rely, and whose violation on the other hand endangers the achievement of the purpose of the contract. (3) In the event of a breach of a cardinal obligation, liability - insofar as the damage is only due to slight negligence - shall be limited to such damage that is typically to be expected when using the software in this agreement. (4) In all other respects, liability - for whatever legal reason - is excluded. (5) If damage to the customer results from the loss of data, Venios is not liable for this if the damage would have been avoided by a regular and complete backup of all relevant data by the customer. The customer is responsible for regular and complete data backups, either by himself or by a third party. § 7 Data security, data protection, order processing (1) Venios collects, processes and uses data only on behalf of the customer in accordance with Art. 28 GDPR. (2) It is pointed out that the customer issues Venios with a separate written order for order processing in accordance with the requirements of Art. 28 GDPR. In the event of contradictions between this contract and the agreement on commissioned processing, the latter shall prevail. § 8 Contract term and termination of the contract (1) The license period begins after the VEP instance has been set up and the access data has been provided. The exact start time of the license period shall be fixed in the corresponding invoice. (2) The license runs for an initial term defined in the offer document. If the contract is not terminated with a notice period of three months to the end of the contract, it shall be extended by a further 12 months until a contracting party terminates the contract in due time. (3) Both parties reserve the right to extraordinary termination for good cause if the legal requirements are met. Good cause for Venios is, in particular, if the customer is more than two months in arrears with the payment of a due remuneration. If the customer is responsible for the reason for termination, the customer is obliged to pay Venios the agreed remuneration less any expenses saved by Venios up to the date on which the contract would end at the earliest in the event of ordinary termination. (4) Notices of termination must be made in writing to be effective. Compliance with this form is a prerequisite for the effectiveness of the termination. Fax and e-mail do not satisfy the written form requirement. (5) § 8 applies accordingly to a service contract concluded in connection with the license agreement. § 9 Other agreements (1) It is agreed that the law of the Federal Republic of Germany shall apply excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). (2) Exclusive place of jurisdiction and place of performance is the registered office of Venios in Frankfurt am Main. (3) Venios assures the customer of confidentiality with regard to customer data, customer processes and business information towards third parties. (4) Venios may name the customer as a reference, including use of the customer logo. The customer may withdraw this use from Venios at any time without giving reasons. Already printed or published documents shall remain excluded from this provision.