General Terms and Conditions of C4B

for the Use of Cloud Software

status: novembre 2024

C4B COM For Business AG, Untere Point 8, D-82110 Germering, Germany (hereinafter: C4B) grants companies within the meaning of Section 14 of the German Civil Code (BGB) the opportunity to use software via the Internet for a limited period of time (hereinafter: Cloud Software) on the basis of the following General Terms and Conditions (hereinafter: GTC)

· as an End Customer (hereinafter: End Customer) for their own use

· as a partner (hereinafter: Partner) either directly or via other sales partners to End Customers,

provided that C4B on the one hand and the End Customer or Partner on the other hand (hereinafter End Customer and Partner together: Customer) do not agree otherwise in individual cases on the basis of an offer made in writing or by e-mail (hereinafter: Text Form) and its acceptance in Text Form (hereinafter: Individual Contract):

1. Scope of Application of the GTC

a. All provisions of the GTC apply both to Cloud Software that C4B has developed itself or makes available via the Internet under its own brand (hereinafter: Proprietary software) and to Cloud Software that is not C4B's own software (such as Microsoft Software) and that C4B makes available via the Internet (hereinafter: Third-Party Software), unless these GTC or the Individual Contract expressly provide otherwise.

b. All provisions of the GTC also apply to such components of the Cloud Software that are not made available for use via the Internet, but which are to be downloaded, installed and operated by the End Customer for the purpose of using the Cloud Software on its own systems as server or client software for the duration of the use of the Cloud Software (from the C4B website) (hereinafter: OnPrem Components), unless these GTC or the Individual Contract expressly provide otherwise.

c. All provisions of these GTC shall apply to all future updates of the Cloud Software (patches, updates, upgrades, major releases, hereinafter collectively referred to as "Releases") that are provided to the Customer under warranty in accordance with these GTC, unless these GTC or the Individual Contract expressly provide otherwise in individual cases.

d. Once an Individual Contract for the use of Cloud Software has been concluded, these GTC shall also apply to all further future business relationships with the Customer regarding such services, without the need for any further express reference to them.

2. Conclusion of Individual Contracts

a. The Customer's general terms and conditions of business or purchase shall only apply to C4B if C4B has expressly agreed to them in Text Form. These GTC also apply exclusively if C4B grants use without reservation in the knowledge of conflicting general terms and conditions of business or purchase of the Customer.

b. All offers from C4B relating to the use of Cloud Software are subject to change unless C4B expressly characterises the offer as binding. C4B is permitted to accept offers from the Customer within two weeks of receipt by C4B.

c. Offers and acceptances must be made in Text Form to be valid. Ancillary and additional agreements to an Individual Contract, quality specifications and agreements made before, during or after the conclusion of an Individual Contract must also be made in Text Form and expressly refer to the relevant Individual Contract in order to be effective. In the case of any assurances (“Zusicherungen”) and guarantees (Garantien”), the requirements of section 3 letter e of these GTC shall also apply.

d. If C4B offers the Customer several/different services (e.g. Cloud Software, Professional Services, etc.) and prices in an offer which can be allocated to the respective services (individual prices), a legally independent individual contract exists for each of these services, unless it is expressly stated in the offer or Individual Contract that C4B intends to offer or contract for the entirety of all services. If a total price for several services is shown in C4B's offer or in the Individual Contract in addition to individual prices, this alone is not sufficient for the acceptance of an Individual Contract for the entirety of all services.

3. Subject of the Individual Contract, Description and Updating of the Cloud Software, Availability

a. The nature and characteristics of the Proprietary Software and possible use restrictions, including any information on the operating environment required by the Customer, are set out conclusively in C4B's current service description published on C4B's website (hereinafter: Service Description) and, in the case of third-party software, additionally and primarily in the current data sheets, documentation, Release notes and other information published by the respective manufacturer (hereinafter collectively: Accompanying Material), unless otherwise agreed in Text Form in the Individual Contract. The Customer accepts that the Cloud Software may change during the term of the Individual Contract in order to meet the respective state of the art and the changing requirements of all Customers of C4B or the third-party manufacturer (hereinafter: Updates), provided that such updates do not deviate significantly from the express quality and specification agreed by the parties in the Individual Contract to the detriment of the Customer. The Updates may include functional, procedural and technical modifications and improvements to the Cloud Software.

b. Updates to the Cloud Software shall be made without (prior) notification of the Customer. The Customer is obliged to keep himself informed of the status of the Update by consulting the currently published Accompanying Material. If an Update deviates significantly from the express quality and specifications agrees by the parties in the Individual Contract to the detriment of the Customer, the Customer shall be entitled to terminate for case in accordance with Section 4 letters b. to d..

c. The Customer recognises that

(i) in the case of Third Party Software, C4B only owes the Accompanying Material that C4B receives from the supplier/manufacturer concerned; and

(ii) in the case of Third Party Software and third party components identified in the Accompanying Material in the Proprietary Software, all obligations of C4B are always subject to timely, complete and qualitatively correct delivery to C4B by the third party.

d. If, according to the Accompanying Material, the Cloud Software is intended for use in conjunction with a specific third-party product and this third-party product is affected by a product or maintenance cancellation by the respective manufacturer, C4B has a right to special termination in accordance with Section 4 letters b. to d.. C4B will inform the Customer of an imminent special cancellation in Text Form as early as possible.

e. Descriptions of characteristics and properties in the Accompanying Material are not to be understood as an assurance of certain properties or as a guarantee. Additional agreements on the Cloud Software in the Individual Contract are only to be understood as assurances of properties or guarantees by C4B if they are made in Text Form by the management of C4B and are expressly labelled as "assurance" or "guarantee".

f. OnPrem Components are delivered by providing a corresponding download option (from the C4B website). The Customer is responsible for the installation, set-up and operation of the OnPrem Components.

g. C4B is entitled to take appropriate technical measures to protect against non-contractual use of the Cloud Software (authorisation and access codes, digital rights management system, etc.).

h. The Customer's ability to use the Cloud Software is limited to the availability of the Cloud Software specified in the Accompanying Material. In the absence of such, the availability of the Cloud Software shall be a maximum of 99.5% on an annual average (365 days / 24 hours) from the time of initial usability following installation. The availability refers exclusively to the functionality owed by the Cloud Software at the transfer point of the server. Impairments in the area of data transmission from this transfer point to the Customer and/or in the area of the Customer's operating environment or that of third parties (Internet, etc.) itself are the responsibility of the Customer. Excluded from this availability are (a) planned maintenance windows (6 x 2 hours per year between 10 pm and 6 am CEST), provided that these are announced to the Customer at least in Text Form at least 24 hours in advance; (b) non-availabilities that the Customer has not reported and/or (c) non-availabilities due to other circumstances that are beyond the control and direct access of C4B (e.g. availability of the app store).

i. Before concluding the Individual Contract, the End Customer shall either inform itself about the suitability of the Cloud Software for its specific planned use or utilise consulting services from C4B or the Partner. Consulting and other services, such as installation, training, configuration or customising services or similar, are offered and provided by C4B in accordance with its current General Terms and Conditions of Business via professional services.

C4B is authorised to have its services provided by or through third parties (e.g. hosting of the Cloud Software), provided that C4B ensures that it complies with the confidentiality required by these GTC and the data protection required by these GTC vis-à-vis C4B.

4. Term of the Individual Contracts for Cloud Software

a. Individual Contracts for Cloud Software are concluded for a term specified in the Individual Contract (hereinafter: Initial Subscription Term). Following this Initial Term, these Individual Contracts shall be automatically extended by the extension period agreed in the Individual Contract (hereinafter: Subscription Extension Period) or, in the absence of an agreement, by the Extension Period specified in the Accompanying Material, unless one of the parties objects to the extension in Text Form at least one (1) month before the next extension (hereinafter: Termination For Convenience).

b. Each party may only terminate an Individual Contract prematurely if these GTC expressly provide for a right of termination for cause (see Section 3.b. and Section 3.d. of these GTC) or if the termination is for good cause recognized by governing law. In the event of a breach of a contractual obligation, good cause for termination shall only exist if the other party breaches a material obligation of such an Individual Contract and such breach is not remedied within a reasonable period of time from the date of receipt of the warning, even after an express warning. The Customer shall also have good cause for a Termination For Cause of the underlying Individual Contract without prior warning as soon as at least three attempts to rectify material defects in accordance with Section 9 have finally failed.

c. Any Termination For Convenience and For Cause and any warning in accordance with this Section 4 must be made in Text Form.

d. If a party does not exercise a special right of termination or a right to terminate for cause within one (1) month of becoming aware of the good cause for termination, this right shall be forfeited.

5. Trial Use of Proprietary Software by End Customers

a. If this is provided for Proprietary Software through a corresponding online registration process on the C4B website, C4B grants End Customers the opportunity to test it free of charge for four weeks (hereinafter: Trial Period) in accordance with the terms of use provided in the registration process (hereinafter: EULA). The trial period begins when the End Customer registers and agrees to the EULA. Towards the end of the trial period, the End Customer shall receive an offer in Text Form regarding the chargeable use, which the End Customer is free to decide whether to accept.

b. For Third Party Software and vis-à-vis partners, C4B generally does not grant the possibility of trial use, unless this is exceptionally agreed in an Individual Contract.

6. Partner's Right of Rescission (“Rücktritt”)

a. Partners are entitled to rescind (“zurücktreten”) from Individual Contracts for Cloud Software, provided that the rescisiion takes place before the relevant licence authorization code is activated (by the End Customer) and is declared by the Partner in Text Form. In the event of an effective rescission, C4B is entitled to charge a reasonable processing fee of no more than 50 euros per cancellation.

b. The End Customer is not granted the above contractual right of rescission.

7. Timelines and Delay

a. Timelines and delivery, supply or service start dates (hereinafter: Deadlines) stated in the Individual Contract are non-binding target and guideline values, unless it is expressly agreed in the Individual Contract in Text Form as a fixed date. For all Deadlines, the reservation of self-delivery according to Section 3 lit. c. applies and otherwise, C4B shall only be in delay if the service in question is due, the Customer has unsuccessfully set C4B a reasonable grace period in Text Form and the delay is the fault of C4B itself.

b. Compliance with fixed Deadlines by C4B requires the timely performance of all acts of co-operation by the Customer as well as compliance with the agreed terms of payment and the Customer's other obligations. If these conditions are not fulfilled by the Customer in good time (whether through fault or not), the fixed Deadlines shall be postponed accordingly. C4B also reserves the right to further legal defences and objections.

Force majeure and other unforeseeable extraordinary circumstances for which C4B is not responsible, such as failure of the Internet or public electricity or communication networks, etc., extend the fixed dates by the duration of the hindrance, even if it occurs at upstream suppliers or subcontractors. If performance becomes impossible or unreasonable due to the circumstances mentioned, C4B shall be released from its obligation to perform. If the performance period is extended or if C4B is released from its performance obligation, the Customer cannot derive any claims for damages against C4B from this, provided that C4B has informed the Customer immediately of the circumstances of force majeure and the resulting postponement or release from performance.

8. Customer´s Use Rights to the Cloud Software

a. Upon payment of the subscription fee to C4B, the Partner receives the non-exclusive right to provide the Cloud Software to End Customers either directly or via other sales partners for use in accordance with the applicable EULA. The Partner is recommended to provide the Cloud Software to End Customers under conditions that correspond to the conditions of these GTC with regard to Third Party Software. The Partner is not permitted to provide Cloud Software to other End Customers in case of any premature termination of the subscription agreement with the first End Customer, unless C4B has granted its prior consent in Text Form.

b. Against payment of the subscription fee (with the exception of trial use in accordance with section 5. a. of these GTC), the End Customer shall receive the non-transferable, non-exclusive right, limited to the term of the Individual Contract, to use the Cloud Software in accordance with the respective EULA applicable to the Cloud Software in question, which shall be made available to the End Customer either upon conclusion of the Individual Contract or at the latest during installation or set-up (in the case of OnPrem- Components). In the absence of an agreement on the validity of the EULA, the End Customer shall acquire a non-transferable, non-exclusive right, limited in time to the term of the Individual Contract, to use the Cloud Software by the maximum number of individual users described in the Individual Contract for the purpose of supporting the Customer's respective internal business operations in return for payment of the subscription fees described in the Individual Contract. The End Customer may not grant any sub-licences without the prior written consent of C4B and may not

(i) sub-licence the Cloud Software or the Accompanying Material to third parties or make it available for temporary use in the context of any IT services, in particular in the context of the operation of a data centre or an out-sourcing operation or in the context of time-sharing agreements or in any other way, or use it for the purposes of third parties or allow third parties to use it,

(ii) use to develop stand-alone programmes or proprietary documentation; and

(iii) use them automatically or control them via the interfaces.

c. Apart from the rights of use expressly granted by letters a. or b., the Customer does not acquire any rights to the Cloud Software and Accompanying Material made available for use by C4B. Both the names and trademarks used for the Cloud Software and the existing intellectual property rights and copyrights to the Cloud Software and Accompanying Material remain exclusively with C4B and/or its upstream suppliers or licensors.

d. C4B may exclude the Customer from use and prior notice if not only insignificant violations of the EULA by the Customer are detected. The End Customer is responsible for compliance with the EULA by the users and will take appropriate measures to this end. The Customer shall cease using the Cloud Software if the respective Individual Contract terminates for reasons whatsoever.

9. Obligations of the Customer

a. In the case of Third Party Software, the Customer shall conclude an additional agreement or EULA with the respective manufacturer, if the latter requires such a contract to be concluded with the Customer or C4B. This agreement shall apply in addition to and take precedence over the Individual Contract with C4B.

b. The End Customer shall create and maintain the system environment required for the use of the Cloud Software and recommended by C4B in the Accompanying Material in good time before the installation or set-up and download, install, set up and operate any necessary on-prem components itself.

c. Insofar as the import of licence authorisation codes or the setting up of accounts is necessary for the use of the Cloud Software, the End Customer shall take the necessary measures for this, store the codes carefully and inaccessibly to third parties and provide the necessary information about itself truthfully and keep this data up to date.

d. The End Customer is responsible for the regular and redundant backup of data that is processed or generated when using the Cloud Software. It shall take the necessary precautions in this respect, in particular with regard to data of business-critical importance, in the event that use is not possible. Due to the possibility of non-availability of cloud products (see Section 3 letter h), the Customer is recommended to provide appropriate and equivalent alternative communication channels on which the Customer can fall back on if necessary.

e. The End Customer must check the Cloud Software for its basic functionality immediately after its initial usability and report any defects within five (5) working days. The End Customer must also report any defects in the Cloud Software that occur later without delay, at the latest within five (5) working days of becoming aware of them. Each notification of defects must be made in Text Form and must be expressly designated as such. In each notification of defects, the End Customer must list the defects in a comprehensible and detailed form, stating all information useful for recognising and analysing the defect. In particular, log files and the work steps that led to the occurrence of the defect, the manifestation and the effects of the defect must be specified.

f. The End Customer must provide C4B with reasonable support in remedying any defects in the Cloud Software that the Customer has duly reported in accordance with Section 9. letter e.. Where reasonable, the End Customer is obliged to authorise and set up remote access (e.g. via TeamViewer).

g. The End Customer shall reimburse C4B for any expenses incurred by C4B in connection with (i) an inspection, investigation and defect rectification measure initiated by the End Customer if the Customer has recognised or negligently failed to recognise that there is no defect in the Cloud Software, or (ii) a breach of one of the Customer's obligations specified in these GTC or in the EULA, unless the End Customer is not at fault. Working time spent by C4B shall be charged in accordance with the provisions of Section 10 letter a of these GTC.

h. The Customer may not do anything that could facilitate unauthorised use of the Cloud Software and/or the Accompanying Material. The Customer shall inform C4B immediately if it becomes aware that unauthorised access is imminent or has occurred in its area. The Customer shall ensure for an unlimited period of time and beyond the term of an Individual Contract that the Accompanying Material and the authorisation codes are not made accessible to third parties without the prior consent of C4B.

10. Fees and Terms of Payment

a. The subscription fees to be paid for the permitted use of the Cloud Software are set out in the Individual Contract. Any additional services (e.g. installation, set-up, training, professional services) will be invoiced by C4B according to the time spent at its current rates plus travelling costs and expenses.

b. All fees and rates - both in offers, price lists and Individual Contracts - are stated in EUR and are exclusive of VAT.

c. Unless otherwise agreed in Text Form, invoices shall be issued monthly in advance. The fee agreed in the Individual Contract shall be payable without deduction immediately upon receipt of the invoice.

d. If the Customer is wholly or partially in arrears with payment of a claim, C4B is entitled to make future services and deliveries, including those under other Individual Contracts, dependant of an advance payment, to make all outstanding invoices due immediately and to make further services and deliveries dependent on the provision of appropriate security.

e. Subject to the following letter g., payments by the Customer are to be transferred without deduction to the bank account specified by C4B, unless the parties agree payment by SEPA direct debit in the Individual Contract. C4B accepts bills of exchange and cheques only after prior agreement and only on account of performance. Any discount and bank charges shall be borne by the Customer.

f. The parties agree that for the duration of an agreed SEPA B2B direct debit procedure, the period for advance notification (announcement) of an upcoming direct debit shall be reduced to five (5) days. Announcement of the direct debit shall be made by means of a note on the associated invoice.

g. The Customer may only offset undisputed or legally established claims and assert any statutory rights of retention solely on the basis of such claims. Furthermore, the Customer may only exercise a right of retention in respect of counterclaims based on the same Individual Contract.

11. Limited Warranty rights of C4B

a. Any warranty is excluded for Cloud Software that the End Customer uses for test purposes (trail use) in accordance with section 5. letter a. of these GTC. For Cloud Software that is not used for test purposes, warranty is also excluded for defects that cannot be reproduced by machine.

b. If the Customer has duly reported material defects in the Cloud Software in accordance with section 9 letter e. of these GTC and the Customer is entitled to warranty claims in this respect in accordance with this Section 11, C4B is obliged to remedy these defects free of charge at C4B's discretion by means of a patch, bug fix, reasonable workarounds, updates or upgrades within a reasonable period of time, otherwise in accordance with the Accompanying Material. If the rectification of material defects fails at least three times within a reasonable period of time, the Customer is entitled to terminate the affected Individual Contract for cause. The Customer's statutory rights to reduce the price shall remain unaffected for these defects, but shall only apply if the applicable minimum availability of the Cloud Software is undercut. Claims for damages or reimbursement of expenses by the Customer as a result of such defects exist in accordance with Section 12 of these GTC, provided that C4B is at fault for causing the defect (i.e. not in the case of defects in Third Party Software, not in the case of defects in third-party components and not in the case of defects in connection with the Internet or App Store).

c. If C4B provides services in connection with an analysis or processing of the defects reported by the Customer without being obliged to do so in accordance with this Section, C4B may charge a Professional Service fee according to C4B's current list price. This applies in particular if a defect reported by the Customer cannot be proven, cannot be attributed to C4B, or if the Cloud Software is not used in accordance with the EULA.

d. The above warranty applies for the duration of the Individual Contract. Any further statutory warranty of the Customer is excluded, unless there is gross negligence or intent on the part of C4B. Any guarantees or warranties of the respective manufacturer of Third Party Software from the contracts mentioned in Section 9 letter a of these GTC remain unaffected by the above provisions.

12. Limited Liability of C4B

a. C4B is liable to the Customer (i) for damages caused by it and its legal representatives or vicarious agents intentionally or through gross negligence, (ii) in accordance with the Product Liability Act and (iii) for damages resulting from injury to life, limb or health for which C4B, its legal representatives or vicarious agents are responsible.

b. Any form of strict contractual liability towards the Customer is excluded, in particular that according to § 536a para. 1 sentence 1 1st case of the German Civil Code (“BGB”).

c. C4B's liability for slight negligence is excluded for Cloud Software that the End Customer uses for test purposes in accordance with Section 5. letter a. of these GTC. C4B is also not liable for slight negligence, unless C4B itself has violated an essential contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligation). This liability for the breach of cardinal obligations is limited to the foreseeable damage typical for the contract in the case of property damage and financial loss. Liability for loss of profit, loss of savings, business interruption and other remote consequential damages is excluded. This liability for the breach of cardinal obligations is additionally limited per contractual year of the Individual Contract to the agreed annual net value of the Individual Contract concerned. When concluding an Individual Contract, the parties may agree on further liability per claim or contract year against separate remuneration. Liability in accordance with the above letter a. of this section remains unaffected by this paragraph.

d. C4B is only liable for damages under a guarantee if this has been expressly assumed in the guarantee. In the case of slight negligence, this liability is subject to the limitations in accordance with lit. c. of this section.

e. In the event of loss of data, C4B is only liable for the expenditure required to restore the data, messages and information if the Customer has properly backed them up. In the event of slight negligence on the part of C4B, this liability shall only apply if the Customer has carried out a proper data backup immediately before the measure leading to the loss of data.

f. For claims for reimbursement of expenses and other liability claims of the Customer against C4B, the above letters a. to e. of this section apply accordingly.

13. Confidentiality Obligation, Data Protection and Reference Advertising

a. Each party undertakes to keep the content of each Individual Contract and the data communicated or made accessible to it by the other party - in whatever form - before or during the Individual Contract, in particular prices, technical know-how or other information, regardless of content, secret from third parties, to use it only for the purposes of the Individual Contract concerned and to utilise it - neither in whole nor in part - for its own purposes without the express written consent of the other party and to oblige its employees and other third parties coming into contact with it to do so.

b. The above letter a) shall not apply as long as and insofar as such confidential information (i) was already known to the respective recipient beforehand without an obligation of confidentiality or (ii) is or becomes generally known without the respective recipient being responsible for this or (iii) is communicated or provided to the respective recipient by a third party without an obligation of confidentiality or (iv) has demonstrably been developed independently by the recipient or (v) must be made accessible to authorities due to legal regulations or (vi) has been released in writing by the providing party for disclosure.

c. The parties undertake to comply with applicable data protection law. In particular, the Customer itself is responsible for checking the permissibility of its planned use of the Cloud Software and for complying with the data protection requirements applicable to the provision of the Cloud Software to its users (e.g. information obligations). To the extent required by law, the parties shall conclude a separate written agreement on the processing of personal data on behalf of the Customer.

d. C4B is authorised to publicly name the Customer as a reference Customer on standard marketing media (website, brochures). If the Customer's brands or logos are used, this requires the Customer's prior approval.

14. Miscellaneous

a. Every Individual Contract between C4B and the Customer and its conclusion or termination are subject to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

b. Should a provision of these GTC or of an Individual Contract be or become invalid, this shall not affect the validity of the Individual Contract, unless adherence to the Individual Contract would constitute an unreasonable hardship for one of the parties.

c. The Customer shall be responsible for complying with the import and export regulations applicable to the services and shall be responsible for handling legal or official procedures in connection with cross-border deliveries or services, unless expressly agreed otherwise.

d. Amendments and supplements to an Individual Contract must be agreed in Text Form. This also applies in the event of an amendment to this letter d.

e. C4B is authorised to transfer all rights and obligations arising from an Individual Contract to an affiliated company within the meaning of Section 15 the German Corporation Act (AktG) at any time, even without the Customer's consent. C4B is obliged to inform the Customer of such a transfer in Text Form. Any assignment of rights and claims from an Individual Contract by the Customer to a third party is excluded without the prior consent of C4B. This consent must be given in Text Form.

f. The content of an Individual Contract replaces all previous declarations by C4B with regard to the object of the Individual Contract in question.

g. The place of jurisdiction for any dispute arising from and in connection with these GTC and an Individual Contract - also with regard to its conclusion and termination - with a merchant, a legal entity under public law or a special fund under public law is the registered office of C4B. The above choice of this place of jurisdiction is exclusive for the Customer only.