General Terms and Conditions (as of 01.04.2021) of THING TECHNOLOGIES GmbH Am Kronberger Hang 8, 65824 Schwalbach am Taunus (hereinafter Principal) The following terms and conditions (hereinafter referred to as "GTC") apply to the use and provision of software produced by Principal and provided as a Software-as-a-Service via the Internet. § 1 Ordered services 1.1 The Distributor orders selected services and selected performances as Software-as-a-Service (SaaS) services from Principal on the basis and under the conditions of these GTC. In the run-up to this contract, the functionalities and other performance parameters specifically ordered by the Distributor and any additional options have been determined and documented (Distributors/Resellers Order). 1.2 Details of the performances and services can be defined in a "data sheet" in accordance with Attachment 1, which then forms part of the contract between Principal and the Distributor. If regulations in the data sheet conflict with the regulations in this contract, the regulations in the data sheet shall take precedence. § 2 Definitions 2.1 "Application Data" means data generated or processed by the Distributor's Users using the SaaS Services, in particular texts, images, videos, print templates or other media assets. 2.2 "App" means the software installed on Users' devices giving them access to the SaaS Services. 2.3 "User" are those registered users who were logged in during the billing month. Invited/registered users who were not active on the system in the billing month do not count. 2.4 "First Level Support" means the first point of contact for all incoming support requests and is responsible for their complete registration including all necessary additional information. The aim of First Level Support is to select the problems and to solve as many less complex problems as possible as quickly as possible. Support requests that are typically handled by First Level Support therefore usually refer to incorrect settings of Distributor components or incorrect operation by the User, for example. First Level Support is provided by the Distributor. A definition of the employee qualifications is agreed upon together Attachment 2, whereby the specifications by Principal must be observed by the Distributor. 2.5 "Third-party Software" means the software from other manufacturers required for the use of the SaaS Services at the Distributor 's premises, which is exclusively subject to the respective license terms of these manufacturers (e.g. operating systems, Adobe Acrobat, Microsoft Office, current web browser, etc.). 2.6 "Force Majeure" shall be deemed to exist if the event causing the disruption is external, i.e. the reason for the disruption is not in the software or the infrastructure used to provide the contractual services and controllable by Principal, and the event could not have been averted or rendered harmless by applying reasonable care. Force Majeure is thus in particular unavoidable natural events such as natural disasters of any kind, in particular storms, earthquakes, floods, volcanic eruptions, but also major fires, mass accidents, hostage-taking, wars, riots, revolutions, as well as terrorist attacks, acts of sabotage, general strikes or nuclear/reactor accidents. 2.7 "Computer Centre" means service providers commissioned by Principal who operate the Principal software on dedicated servers and make the SaaS Services available for online retrieval by the Distributor in accordance with the agreed conditions described in this GTC. 2.8 "SaaS Services" means a set of specific functionalities of the Principal software, tailored to the individual needs of the Distributor and his work processes, which can be provided as a Software-as-a-Service (SaaS) solution via the Internet and can be accessed and used by the Distributor via an app or a web browser. 2.9 "Second Level Support" deals with all support requests that cannot be resolved by First Level Support. This includes in particular those problems which are of a more complex nature and for the solution of which a deeper knowledge in the areas of databases, network technology and system administration is required or for which changes to the affected software itself are necessary. Second Level Support is provided by Principal. 2.10 "Service Level" means contractually agreed values for minimum technical requirements, availability, as well as reaction and elimination times. 2.11 "Support hours" means the time window during which Principal receives fault reports and processes Second Level Support requests. The support hours are from Monday to Friday from 9:00 to 18:00 on bank working days in Frankfurt/Main. 2.12 "Tracker" means the ticketing system provided by Principal. The Distributor shall send all Second Level Support requests and fault reports by email to support@thing-it.com or by telephone to the specific telephone number. There these emails are automatically transferred to the Tracker as support tickets and processed further. § 3 Scope of services 3.1 The SaaS Services are made available to the Distributor online via the Internet. The Distributor accesses the SaaS Services via an App or via a web browser. The App is made available by Principal via an App Store. The Distributor is responsible for the installation of the App on the end devices. The system requirements for the installation and use of the App, as well as those for the web browser, are set out in the data sheet (Attachment 1 ). 3.2 The relevant transfer point for this transfer of use is the gateway or the last router of the data centres used by Principal. The Third-party Software required for the use of the SaaS Services for the Distributor as well as the hardware and the Internet connection required to meet the minimum technical requirements must be obtained by the Distributor. They result from the data sheet (Attachment 1), are subject to his sole responsibility and are not part of the services to be provided by Principal. § 4 Basic Setup and Customizing 4.1 The SaaS Services include the functionalities and performance parameters agreed with and accepted by the Distributor. In case no formal acceptance is documented the SaaS Services shall be deemed accepted by the Distributor’s launch of the SaaS Services. 4.2 Principal can add at a later date additional functions and performance parameters. If necessary, details will be set out in writing in a supplementary agreement. 4.3 If the Distributor instructs Principal to carry out a Distributor-specific adaptation or configuration of the SaaS Services after launch within the framework of further customizing, this shall be carried out as a service against separate payment. The parties shall agree the details of these services separately. § 5 Service Level 5.1 Principal undertakes to provide an availability of 99% of the agreed SaaS Services after their launch by the Distributor. 5.2 Non-availability of individual or all agreed SaaS Services is to be assumed if these are not available or not available to the contractually agreed extent during the agreed support times due to level 1 faults in accordance with Section 7.3, which are the responsibility of Principal. Availability shall be measured by Principal. Availability is calculated on the basis of the agreed support times according to the following formula: Availability in % = ((8760 hours - total downtime in hours) x 100) / 8760 hours. The monthly availability is therefore calculated as the difference between the number of hours in a month (number of days in the month times 24 (hours)) minus the sum of the downtimes in the month multiplied by 100 and this in turn divided by the number of days in the month times 24 (hours). § 6 Support services 6.1 The Distributor is responsible for First Level Support. Only if this First Level Support is not able to solve the problem, the Distributor is entitled to instruct Principal to process reported support requests during the support hours via the Tracker or via the service contacts provided by Principal via employees previously named by the Distributor. 6.2 The support services to be provided by Principal during the support hours exclusively comprise Second Level Support. § 7 Maintenance and fault rectification 7.1 For the maintenance of the SaaS Services, Principal may dispose of all times on weekdays between 8 p.m. and 6 a.m. and on all Saturdays, Sundays and public holidays in Frankfurt/Main. Principal does not have to announce maintenance work of less than 30 minutes. Otherwise, maintenance work must be announced at least 24 hours (for maintenance work under one hour) or 7 working days (for maintenance work up to 4 hours) in advance in writing via an e-mail address specified by the Distributor. 7.2 A failure begins with the receipt of the fault report from the Distributor within the scope of the Second Level Support at Principal by means of a support ticket and ends when the affected SaaS Service is operational again. 7.3 The elimination of faults is initiated by a fault report submitted by the Distributor during support hours via the Tracker or to the service contacts provided by Principal. Only certain First Level Support employees previously designated by the Distributor are entitled to report faults to Principal. Principal will react to faults reported in this way within the following intervention times. The prerequisite is that the faults reported in this way can be reproduced by Principal and that the Distributor includes instructions for reproducing the fault in the ticket. In case of level 1 errors (system failure or restriction of the use of essential functions) Principal will react within 2h and will aim to eliminate the error. In the case of level 2 errors (individual functions do not react if the overall system continues to function), Principal will react within 6h and aim to rectify the error. For level 3 faults (functions do not react for which a bypass solution exist - including analogous ones), Principal will react within 48 and aim to eliminate the error. In the case of level 4 errors (minor errors), Principal will react within the framework of regular updates and aim to eliminate the error. In case of malfunctions occurring outside the support hours, the intervention time as well as the calculation of the availability of the SaaS Services starts with the beginning of the next support hours window. 7.4 Maintenance work as well as failures due to malfunctions caused by the Distributor's breach of his obligation to cooperate, Force Majeure, illegal actions of third parties or which are due to other causes outside the area of responsibility of Principal, have no influence on the availability and shall not be regarded as non-availability of the SaaS Services within the meaning of Clause 5.2. 7.5 Principal reserves the right to carry out maintenance work in urgent exceptional cases, even during support hours, e.g. but not exclusively if security gaps are detected. Principal shall, if possible, notify the Distributor of such maintenance work by e-mail to the 1st Level Support of the Distributor 30 minutes before the work is to be carried out. § 8 Monitoring For the purpose of early detection of system problems and faults, Principal monitors the availability of the services ("Monitoring"). Monitoring is carried out with the aid of commercially available monitoring software and Principal' own monitoring functions. Principal is automatically notified by e-mail or SMS in the event of anomalies. The agreed intervention times apply to fault reports transmitted via monitoring. § 9 Data storage and (optional) data backup 9.1 The storage of Distributor data for the use of SaaS Services is simply redundant once a day at night (CET). 9.2 The Distributor may instruct Principal to make daily incremental data backups. Details are subject to a separate agreement. 9.3 The Distributor can separately commission an escrow of his data at his own expense. Only the Distributor-specific data will be recorded. An escrow of data that allows competitive use of the SaaS Services cannot be requested. § 10 Data protection and data security 10.1 Principal and the Distributor undertake to comply with data protection requirements within the framework of the use of the SaaS Services. In the event that this should result in the processing of personal data for the Distributor in accordance with the order, the contractual parties shall conclude a separate data processing contract in order to meet these requirements in accordance with the law such as, but not limited to, GDPR etc. 10.2 Principal guarantees the authenticity, integrity and availability of the IT infrastructures under its responsibility and used in the context of the provision of the contractual services by means of appropriate technical and organisational measures. § 11 Warranty 11.1 Principal guarantees the usability of the SaaS Services ordered by the Distributor within the framework of the agreed availability during the agreed support times and the elimination of any malfunctions that occur, if these impair the contractual use of the SaaS Services to a more than insignificant extent and their elimination is appropriate taking into account the scope and significance of the malfunction. § 536a BGB is not applicable. 11.2 In the event of insufficient availability, the Distributor shall be entitled to a reasonable reduction in the agreed monthly remuneration for the month affected by the reduced availability. The following shall be deemed reasonable in this respect: - in the event of reduced availability of 0.5% to 1%, a reduction of 5%, - in the event of reduced availability of 1% to 2%, a reduction of 10%. In the event of reduced availability of more than 2% in two consecutive months, the Distributor has the right to terminate the contract without notice. 11.3 In so far as the contractual use of the SaaS Services is not only insignificantly impaired by reported faults or recognised legal defects, Principal shall restore this in accordance with the provisions of this contract. This can be done at the discretion of Principal by eliminating the disruption or by providing a bypass solution which can be reasonably used by the Distributor. Principal shall remedy defects of title either by obtaining the necessary rights or by providing the Distributor with an alternative solution which can be reasonably used by the Distributor. 11.4 If a fault rectification finally fails, the Distributor can terminate the contract extraordinarily, unless there is only a minor impairment of the contractual use. A fault rectification shall be deemed to have finally failed if Principal does not succeed in rectifying the same fault within a reasonable period of time despite three attempts to rectify it. 11.5 Principal has the right to invoice expenses incurred in connection with a fault reported by the Distributor in accordance with the general price lists if Principal can demonstrate that the reported fault is due to a circumstance for which the Distributor is primarily responsible or that there was no fault in the system. Principal shall immediately inform the Distributor if such a malfunction is involved which would entitle Principal to charge the Distributor for its expenses and seek clarification with the Distributor as to how this should be dealt with. 11.6 The Distributor shall support Principal in the elimination of faults within the scope of what is reasonable for him. In particular, he shall describe any malfunctions occurring as precisely as possible in the context of the malfunction report and, upon request, immediately provide Principal with any information, documents and data required for the rectification of the malfunction. For this purpose, the Distributor shall name a contact person including a deputy who shall be available to Principal for such enquiries. § 12 Further developments Principal shall continuously develop the SaaS Services, in particular with regard to technical, functional and ergonomic aspects, and shall make these further developed SaaS Services available to the Distributor if necessary. The parties agree that the obligation to make further developments available in each individual case is subject to the condition that these developments fit in with the range of services offered by the SaaS Services and that agreement has been reached beforehand on any costs that may arise as a result. § 13 Rights of use and access controls 13.1 Principal grants the Distributor during the term of the contract the simple, non-exclusive and non-sub-licensable right to use the SaaS Services to the extent licensed to the Distributor for the Distributor's own business purposes. A sub-lease of this right to the end customer and its users is permissible. In particular, the Distributor may install the provided App in the licensed scope on workstations so that the SaaS Services can be used in this way or via a web browser. All other copyrights or other protective rights are expressly reserved. 13.2 Any use of the SaaS Services beyond this, in particular any active or passive use of the SaaS Services by third parties enabled by the Distributor, is also permitted. The Distributor is aware that this use can lead to the payment of additional fees. § 540 para. 2 BGB is expressly applicable. 13.3 If the Distributor wishes to prevent the further use of the SaaS Services by third parties whom he has previously enabled to use them, the Distributor must take appropriate technical and organizational measures to ensure that the system is not accessed by these then unauthorized third parties. The Users must be informed by the Distributor by means of appropriate measures that they must treat their individual access data confidentially and may under no circumstances pass it on to other employees or other third parties. If there is a suspicion that access data has become known to third parties or that third parties have unauthorised access to the SaaS Services, the Distributor is obliged to inform Principal of this immediately. As long as the Distributor fails to make this notification, § 540 para. 2 BGB continues to apply and the Distributor is in particular obliged to pay the fees that cause the use by these third parties. 13.4 All copyrights or other industrial property rights to Application Data created by the Distributor using the SaaS Services remain fully with the Distributor. § 14 Remuneration and default 14.1 The Distributor shall pay Principal the remuneration resulting from the sum of the prices applicable for the individual SaaS Services ordered for the possibility of use granted to it. Unless explicitly stated otherwise, the prices are net and are exclusive of statutory taxes and fees, in particular the statutory value added tax. 14.2 An increase in the User fee per User shall be effected only once a year in accordance with the development of the consumer price index for Germany (CPI Germany) published by the Federal Statistical Office in relation to the respective previous year, but by a maximum of 3%. 14.3 The remuneration is payable in advance on the third working day of each year and is due within 30 days of receipt of the corresponding invoice. If one-off additional costs are incurred, these are to be paid upon conclusion of the contract and are due 30 days after receipt of the invoice. 14.4 If the Distributor defaults on payment of the remuneration despite having been set a reasonable deadline, Principal shall be entitled to refuse further performance for the duration of the default. Principal shall threaten the Distributor with this measure in writing in advance. The Distributor remains obliged to pay the contractual remuneration even during the period of the refusal to perform. Principal must have any expenses saved by the refusal of performance and proven by the Distributor credited to it. Further rights of Principal due to default of payment are reserved. 14.5 The Distributor may only set off claims which are undisputed by Principal or which have been established as final and absolute. The Distributor may only assign claims from the contract to third parties with the prior written consent of Principal. The Distributor is only entitled to a right of retention or the defence of non-performance of the contract within the respective contractual relationship. § 15 Liability Principal shall pay damages, irrespective of the legal grounds, exclusively to the following extent: - In the event of injury to life, body or health, in the event of damage caused by intent or gross negligence, as well as in the event of claims arising from the Product Liability Act or on the basis of guarantees given by Principal in writing, Principal shall be liable without limitation. - Otherwise, Principal shall only and exclusively be liable for the breach of such obligations which are essential to the contract and on the fulfilment of which the Distributor could particularly rely (cardinal obligations) and then only to the amount of the damage typical for the contract and foreseeable in such cases. All other liability - regardless of the legal basis - is excluded. This shall apply both to damages caused by Principal itself and to damages caused by vicarious agents as well as to the personal liability of employees, representatives and organs of Principal. § 16 Term and termination 16.1 The term of the contract is 5 years and begins with the agreed commencement of service and at the latest with the commissioning. The term shall subsequently be extended by one year in each case unless the Agreement is terminated in whole or in part with a notice period of three (3) months to the end of the respective term. 16.2 The right to extraordinary termination without notice for good cause remains unaffected. Good cause shall be deemed to exist in particular if (i) a significant deterioration in the financial or other financial circumstances of the other contractual partner occurs or threatens to occur and the fulfilment of obligations to the terminating contractual partner resulting from the business relationship is jeopardised as a result, or (ii) insolvency proceedings or other judicial or extrajudicial proceedings serving to settle debts have been instituted against its assets, or (iii) the Distributor is in default with at least two due invoices and does not pay the outstanding invoices despite a reasonable grace period. 16.3 Declarations of termination are only effective if they are made in writing. § 17 Contract winding up Unless the parties expressly agree otherwise, Principal shall continue to keep all copies of the Application Data for at least thirty (30) days after termination of the contractual relationship. Thereafter, Principal shall be entitled to delete the Application Data if the Distributor does not request their transfer on a suitable data carrier within this period. § 18 Transfer to third parties Principal may transfer its rights and obligations to a third party without the consent of the Distributor. Principal shall give written notice of such transfer four (4) weeks in advance. If the Distributor does not agree to such a transfer, he may terminate the contract without observing a notice period. The termination must be made in writing. If the Distributor makes use of his right of termination, Principal shall reimburse him pro rata remuneration already paid in advance. § 19 Miscellaneous 19.1 The Distributor shall only be entitled to set off against counterclaims and to exercise a right of retention if the claims have been acknowledged or the counterclaims have been legally established. The exercise of a right of retention also requires that the counterclaims are based on the same legal relationship. 19.2 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (UN-CISG). 19.3 The place of performance and jurisdiction for all disputes arising from and in connection with the contractual agreements of the contractual partners is the registered office of Principal. Attachement 1 Data sheet 1. Technical requirements for using the SaaS Services (provision is the responsibility of the Distributor) * Required third-party software: Microsoft Office 365, Ubuntu x64 operating system for Gateway computers according to the specifications for the respective building * Minimum technical hardware requirements: The customer shall ensure that all hardware, network and interfaces used by Thing-it for the project are always properly available. * Browser-Versions (current recommendation “Google Chrome”) as well as Operating Systems of smartphones (iOS, Android) should be running with recent or latest updates; Smartphones in use are in general not recommended to be older than 2 years * Internet connection: The customer shall provide an internet connection that is adequate for the operation of the project. 2. Special agreements a) Support hours Monday to Friday from 9am to 6pm on bank working days in Frankfurt am Main, Germany with the exception of national public holidays. b) Telephone number for support requests Support requests can be directed by the customer to THING TECHNOLOGIES by phone at +49 (0) 69 56608 6786. c) E-mail address of the customer Information from THING TECHNOLOGIES to the customer regarding maintenance work should be sent to the following e-mail address: XXX Attachment 2 : First Level Support, Employee Qualification (April 2021) "First Level Support" means the first point of contact for all incoming customer support requests and is responsible for their complete registration including all necessary additional information. The aim of First Level Support is to select the problems and to solve as many less complex problems as possible as quickly as possible. Support requests that are typically handled by First Level Support therefore usually refer to incorrect settings of Thing-it components or incorrect operation by the User, for example. Employee qualification should be matching with the following requirements: 1. Tasks * Recording and initial resolution of enquiries and problems regarding o IoT-Infrastructure o App-Usage o Basic connectivity of e.g. gateways * Categorisation, prioritisation and forwarding of the faults and requirements to the competent authorities, as well as documentation of malfunctions and possible workarounds * Advice for users and trouble-shooting * Processing of the transactions with a ticket software * Support with tests, training and rollouts * Collaboration in the access management * User administration in Thing-it 2. Profile * Completed training in the IT sector and/or initial work experience in the service desk, technical support, service or a comparable position * IT knowledge in the field of hardware and software * Good knowledge of Linux operating systems is a plus * Confidence in spoken and written English