### § 1 Applicability of the Contract Terms (1) These general terms and conditions apply to all contracts for individual programming services between elunic AG (hereinafter referred to as "elunic") and entrepreneurs (hereinafter referred to as "customers"). (2) These conditions are exclusively applicable. Deviating, opposing, or supplementary general terms and conditions of the customer do not become part of the contract unless elunic expressly agrees to their applicability in writing. (3) Separate contracts must be concluded for other types of services (e.g., software maintenance, training, or simple software installation). ### § 2 Subject Matter of the Contract, Scope of Services (1) The subject matter of these contract terms is the individual adaptation of the standard software named in the contract by elunic to the needs and/or hardware of the customer. (2) All elunic software is based on the elunic SCALE platform technology. This is licensed by elunic AG for use by elunic Systems GmbH. However, there is expressly no legal claim to the source code of the elunic base technology SCALE and its use or distribution. Further details are regulated by §11 "Usage Rights". (3) The scope of the programming services ordered is derived from the contract form. The installation of the standard software individually adapted by elunic can be carried out either remotely via data connections or on-site at the customer's location, as desired by the customer. (4) Special requirements apply to the hardware and software of the customer for installation via remote access. ### § 3 Conclusion of the Contract elunic presents its services on its website and in service descriptions. These informations are non-binding and do not constitute offers in the legal sense. Promotional actions by elunic are valid for the named period. ### § 4 Indemnity If software/programs provided by the customer from third-party providers result in an infringement of third-party rights, the customer hereby indemnifies elunic from claims by these third parties. ### § 5 Default (1) Reminders and deadlines must be in written form to be effective. (2) In case of payment default and unsuccessful reminder, the contractor is entitled to terminate the contract without notice and/or stop all work, deactivate access to any provided solutions, and claim damages incurred. ### § 6 Acceptance (1) Acceptance will be declared no later than 10 banking days after delivery - possibly with conditions - provided that the remaining errors do not exceed the following numbers: (a) The customer is obliged to notify elunic immediately in writing if deviations from the contractually agreed requirements are discovered during the acceptance test. (b) Detected errors in the deliverable or partial deliverable are to be classified according to the following error classes: - Error Class 1 / Very Serious Deviation: The desired function cannot be executed, or the system is unavailable (e.g., program crash, data destruction or loss, or search function is not available). - Error Class 2 / Serious Deviation: The desired function can be executed, but the results are incorrect or hinder/damage the system (e.g., data loss, but recovery is possible without reload, or incorrect sorting of results). - Error Class 3 / Moderate Deviation: The desired function can be executed with minor difficulties (e.g., unexpected output, cumbersome function, or faulty non-core function, like a rating with 0 stars is possible). - Error Class 4 / Minor Deviation: The desired function can be executed almost without problems, but the function is not user-friendly, or the function can be executed, but there are ideas for improvements (e.g., message text hard to understand, or background of the rating has the wrong color). Changes due to current, changed requirements, a new user segment, changed software usage scenarios, and/or a significantly increased number of users or content structure after the acceptance period by the client are realized after an additional order. (c) The customer is only entitled to refuse acceptance due to errors of Error Class 1. Errors of Error Classes 2, 3, and 4 do not prevent the acceptance of the service. The number of open errors acceptable at acceptance per error class (oF) is as follows: FK1 - 0 oF / FK2 - 3 oF / FK3 - 20 oF / FK4 - 40 oF. (2) The overall acceptance is considered declared if the client fails to conduct the acceptance test within a period of 10 banking days, does not declare acceptance, or unjustifiably refuses acceptance, or if the client uses the provided work productively beyond the trial operation. ### § 7 Remuneration, Payment (1) The remuneration is derived from the contract. The prices quoted by elunic are exclusive of statutory VAT. (2) Travel times are calculated as working time. Travel and accommodation costs are determined according to the offer's details - if not separately listed according to the applicable statutory and fiscal regulations - and must also be compensated. (3) The remuneration is due for payment without deduction after completion ready for acceptance and receipt of the invoice issued by elunic. (4) The customer can only offset undisputed or legally established claims against elunic, unless elunic has expressly agreed to the offset of disputed or not legally established claims. The same applies to the assertion of any claimed right of retention or reduction. ### § 8 Liability (1) elunic is not liable for negligent breaches of duty, provided these do not concern essential contractual obligations or damages resulting from injury to life, body, or health. In the case of a negligent breach of an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract. (2) This also applies in favor of elunic's legal representatives, senior employees, or vicarious agents. (3) Essential contractual obligations of elunic in the sense of paragraph 1 are obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely. ### § 9 Limitation (1) The limitation period for claims and rights due to defects - regardless of the legal basis - is one year. (2) However, the limitation period under paragraph 1 is subject to the following provisions: a) The limitation period does not apply in cases of intent or fraudulent concealment of a defect or if elunic has assumed a guarantee for the quality of the services. b) The limitation period for claims for damages also does not apply in cases of grossly negligent breach of duty, in the case of a culpable breach of essential contractual obligations not consisting of the provision of defective work, in cases of culpably caused injury to life, body, or health, or for claims under the Product Liability Act. If claims for damages are mentioned in this provision, claims for compensation for futile expenses are also included. (3) The limitation period for all claims for damages begins with acceptance. (4) Unless expressly otherwise provided, the statutory provisions on the beginning of the limitation period, the suspension of the expiry, the suspension and the restart of periods remain unaffected. (5) The existing regulations apply accordingly to claims for damages not related to a defect. (6) A change in the burden of proof to the detriment of the customer is not associated with the above provisions. ### § 10 Usage Rights (1) The software (program and associated documentation) is legally protected. The copyright, patent rights, trademark rights, and all other performance protection rights to the software and other items that elunic makes available or accessible to the customer in the context of contract initiation and execution belong exclusively to elunic. Copyright notices, trademarks, and product designations must not be deleted, altered, or suppressed. (2) elunic grants the customer, upon full payment of the agreed fee, the non-exclusive, transferable, unlimited right in time and space to use, reproduce, edit, decompile, and exploit the software in accordance with this contract. (3) The right to reproduce the software is limited to its installation to fulfill the intended use and to a reproduction necessary for loading, displaying, running, transmitting, and storing the software, as well as the right to make a backup copy if this is necessary to secure future use. (4) The right to edit the software initially includes editing aimed at maintaining or restoring the agreed functionality of the software and is otherwise limited to the further development of an instance of the software. Further edits and uses, such as the creation of programs or derivatives based on the software and any editing of the library, are expressly excluded. (5) If the customer does not receive the source code of the software, they are only entitled to decompile and reproduce the software to the extent legally provided. This, however, only applies if elunic has not made the necessary information accessible to the customer within a reasonable period upon request. (6) The customer's right to exploit the software is limited to renting it to third parties as an application (Software as a Service or Application Service Providing) using data processing devices under the customer's control (e.g., servers, hard drives, and central units). (7) The customer may only sell or give away the software to third parties permanently under the condition that the acquirer agrees to the continued validity of the conditions named in this clause also towards him. In the case of transfer, the customer must hand over all copies of the programs (including the backup copy mentioned in paragraph 10, if available) to the acquirer or destroy the non-transferred copies and cease their own use. (8) Further usage and exploitation rights to the software are not granted to the customer. All other exploitation actions, particularly the lending and distribution in physical or non-physical form, the use of the software by and for third parties beyond the scope of paragraph 10, are not allowed without prior written consent from elunic. (9) Upon request and if a legitimate interest exists, the customer will allow elunic or a third party commissioned by it to check whether the use of the software is within the granted rights; the customer will support elunic to the best of their ability in conducting such a check. (10) If the customer violates any of the above provisions, all usage rights granted under this contract become immediately invalid and automatically revert to elunic. In this case, the customer must immediately and completely cease the use of the software, delete all installed copies of the software on their systems, and delete or hand over any backup copies to elunic. The assertion of any claims for damages remains reserved. ### § 11 Completeness, Applicable Law, Jurisdiction (1) At the time of contract conclusion, there are no further oral or written agreements or arrangements between elunic and the customer regarding this contract or any contractual subject matter regulated in this contract. (2) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. (3) The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Munich for contracts between elunic and customers who are merchants, legal entities under public law, or special funds under public law. (4) If individual provisions of these terms and conditions are invalid, the validity of the remaining provisions is not affected.