Non-binding English translation – Original German text shall be the sole legally binding version

General Terms and Conditions of chemmedia AG (as of 09/2024)

I. General provisions

§ 1 Scope of application

(1) chemmedia AG, Parkstrasse 35, 09120 Chemnitz ("CHEMMEDIA") provides its deliveries and services in business transactions with entrepreneurs, legal entities under public law or special funds under public law exclusively on the basis of these General Terms and Conditions ("GTC"), unless otherwise stipulated in Individual Contracts. Insofar as reference is made in the following to performance or services, this is understood to mean all deliveries and services of any kind by CHEMMEDIA to the customer. If the masculine form is used in relation to persons, this also refers to female and diverse persons, unless otherwise agreed in individual cases.

(2) CHEMMEDIA does not provide services to consumers within the meaning of § 13 BGB (“German Civil Code”). In connection with the services referred to in paragraph 1, the GTC shall also apply to all pre-contractual obligations and to all future contracts, even if they are not expressly agreed again. For a future contract, not the present but a newer version of the GTC shall apply if CHEMMEDIA has informed the customer before or at the latest upon conclusion of the contract about the existence of the newer version and about how the customer can easily take note of its content.

(3) In the event that the customer does not wish to accept the GTC, he must notify CHEMMEDIA in writing before or upon conclusion of the contract. Deviating (purchasing) conditions of the customer or third parties are rejected. Therefore, the terms and conditions of the customer or third parties shall not apply even if CHEMMEDIA does not separately object to their validity in individual cases or if CHEMMEDIA refers to a letter containing or referring to the terms and conditions of the customer or a third party refers to such.

(4) No authorized dealer agreement or other distribution agreement is concluded between the parties, even in the event of repeated deliveries. Neither exclusivity nor territorial protection are agreed. Such agreements must be made in writing; this also applies to any agreement to waive the written form. The application, including the analogous application, of commercial agency law is excluded.

(5) References to the validity of statutory provisions or to further claims and rights under contract or law are for clarification purposes only. Even without such clarification, the statutory provisions or the further claims and rights under the contract or law shall therefore apply, unless they are directly amended or expressly excluded in these GTC.

§ 2 Definitions

For the purposes of these GTC is or are

1. Working Day Monday to Friday with the exception of public holidays in the Free State of Saxony (Germany) and with the exception of December 24 and 31;

2. Order constitutes a binding offer by the customer to conclude an Individual Contract;

3. Customizing the adaptation of Standard Software to the customer's requirements, which does not take place at source code level;

4. Individual Contract means the contract concluded in an individual case within the scope of these GTC;

5. Defects a functional impairment, also insofar as this does not constitute a "defect" within the meaning of the law;

6. Free License a Free License that permits the use, redistribution and modification of copyrighted works under certain conditions specified in the license terms (e.g. for open source software under the BSD license or for images under the Creative Commons License);

7. Individual Software is a computer program to be produced by CHEMMEDIA according to the customer's specifications, regardless of its form (e.g. web programming, tool, program module, script), which may also consist of the adaptation or extension of another computer program, including any documentation owed;

8. Content Data Data uploaded to CHEMMEDIA's servers by or at the instigation of the customer or otherwise transferred to CHEMMEDIA's IT systems by or at the instigation of the customer;

9. Response Time the period beginning with the error message until the time at which CHEMMEDIA begins to rectify the error; if the Response Time is specified in hours, only hours within Normal Business Hours shall be taken into account; if days are specified, this means Working Days, unless the parties have exceptionally agreed to rectify the error outside Normal Business Hours in individual cases; delays for which CHEMMEDIA is not responsible shall lead to a reasonable extension of the Response Time and shall not give rise to any claims for compensation by the customer;

10. Service Level is the guarantee to be available during certain times or to start providing certain services within certain Response Times;

11. Software is the generic term for Standard Software and Customized Software;

12. Standard Software is a computer program in any form (e.g. web programming, tool, program module, script) that has been developed for the needs of a majority of customers on the market and not specifically for the customer, including any documentation owed;

13. Normal Business Hours 8 a.m. to 4 p.m. (CET) on Working Days;

14. Unauthorized Content Data is Content Data that violates the law, an official order or morality or contains malware or promote their distribution; This includes, in particular, violations of the General Equal Treatment Act and the provisions of youth and data protection, criminal and anti-competitive acts, violations of third-party rights, namely the general right of personality, the right to one's own image, copyrights, rights to a name, trademark rights, company rights and other industrial property rights, violations of a right to privacy, the right to one's own image, copyrights, rights to a name, trademark rights, company rights and other industrial property rights, violations of a right to privacy and other industrial property rights, company and other industrial property rights, breaches of a trade or business secret as well as pornographic, violent, discriminatory, religiously offensive, racist or right-wing extremist content, hate speech, spam and other unwanted advertising, viruses, worms, Trojans and phishing links.

§ 3 Individual contract

An Individual Contract, and thus a contractual commitment for the individual services, is concluded by an order confirmation from CHEMMEDIA, by conclusive action, in particular if CHEMMEDIA begins to provide services in accordance with the contract after the Order, or by the customer accepting a binding offer from CHEMMEDIA. CHEMMEDIA's offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. CHEMMEDIA's product and service descriptions do not constitute a binding offer. The customer is bound to his Orders for 14 days.

§ 4 Content of CHEMMEDIA's services

(1) The specific content of the services owed by CHEMMEDIA is set out in the Individual Contract together with any agreed contractual amendments and supplements.

(2) CHEMMEDIA is entitled to minor deviations from the agreed service provision, insofar as these do not impair the quality of the service and are reasonable for the customer.

(3) Product descriptions, illustrations, test programs etc. are performance descriptions and do not constitute a guarantee of quality. A guarantee of quality requires the written form to be effective. It can only be effectively declared by a managing director or authorized signatory of CHEMMEDIA. Other employees of CHEMMEDIA are not authorized to declare guarantees.

(4) Apart from liability for material defects and defects of title (§§ 19, 20), CHEMMEDIA shall only be liable for updating digital products (e.g. software) if this has been expressly agreed in the Individual Contract.

(5) As long as CHEMMEDIA's services are free of charge for the customer, CHEMMEDIA's services are purely voluntary and the customer has no claim against CHEMMEDIA for continuation of the services. CHEMMEDIA reserves the right to discontinue the free services at any time without prior notice. In this respect, the customer also has no right to receive updates.

(6) CHEMMEDIA may also provide its services through third parties.

(7) All employees that CHEMMEDIA deploys at or for the customer remain organizationally with CHEMMEDIA, regardless of whether they are deployed at the customer for a longer period of time. Only CHEMMEDIA is authorized to issue instructions to its employees. Any instructions given by the customer shall only be regarded as suggestions and shall only be binding if CHEMMEDIA takes up these suggestions and passes them on to its employees as binding instructions. The customer shall submit suggestions regarding the service to be provided exclusively to the responsible contact person and/or his deputy designated by CHEMMEDIA (Section IX. § 64). The persons employed by CHEMMEDIA shall not enter into any employment relationship with the customer, even if they provide services on the customer's premises.

§ 5 Place of service provision by CHEMMEDIA

Unless otherwise agreed in the Individual Contract, CHEMMEDIA shall provide all services at CHEMMEDIA's place of business. Insofar as the provision of services requires access to the customer's systems, this is generally done by means of remote maintenance.

§ 6 Download mobile apps

(1) Insofar as the Software represents or includes mobile apps, CHEMMEDIA shall make these available to the customer for download via the relevant app download platforms (e.g. Google Play Store, Apple App Store).

(2) CHEMMEDIA has no influence on the operation of the app download platform provided by third parties. CHEMMEDIA is therefore not responsible for the customer's unhindered access to the app download platform, nor does CHEMMEDIA assume responsibility for its availability. CHEMMEDIA's obligations do not include the availability of the download options of the operator of the app download platform. CHEMMEDIA therefore assumes no responsibility for the functionality of the app download platform.

§ 7 Remuneration, ancillary costs

(1) The prices are based on the Individual Contract together with any agreed contract amendments and supplements.

(2) In the absence of an express price agreement, the prices are based on the current price list valid at the time of conclusion of the Individual Contract, which can be requested from CHEMMEDIA at any time.

(3) If the parties have agreed on daily rates or person days as part of the remuneration on a time and material basis, CHEMMEDIA shall owe a maximum of eight person hours per calendar day. If CHEMMEDIA performs additional person-hours on a calendar day, these are to be remunerated additionally on a pro rata basis, unless the excess time is contrary to the customer's recognizable wishes or objective interests. If hourly rates are agreed, these shall be remunerated for every 15 minutes or part thereof.

(4) The prices quoted are exclusive of any taxes, duties and customs duties that may be incurred in the cross-border movement of goods and services, the ancillary costs of monetary transactions and the respective statutory value added tax.

(5) Unless otherwise agreed, the customer shall bear all expenses such as travel and accommodation costs, out-of-pocket expenses and third-party claims for remuneration incurred in the performance of the contract. Travel time shall be remunerated.

(6) If the parties have not reached an agreement on the remuneration of a service provided by CHEMMEDIA, the provision of which the customer could only expect in return for remuneration, the customer must pay the usual remuneration for this service. In case of doubt, the remuneration rates demanded by CHEMMEDIA for its services shall be deemed customary.

(7) Costs caused by subsequent changes to the content of the service initiated by the customer shall be charged separately.

(8) If CHEMMEDIA has also undertaken to provide troubleshooting services (Section V. § 45) as part of software maintenance under an Individual Contract, the fulfillment of statutory claims for the elimination of defects shall remain free of charge. Remuneration for error correction (e.g. on a time and material basis or as part of a lump sum) is only agreed and owed for additional error correction services (e.g. the correction of errors that are not defects or that were not reported in good time, as well as the guarantee of Service Levels ).

§ 8 Payment and default

(1) Unless otherwise agreed, CHEMMEDIA's invoices are due immediately and must be paid without deduction no later than two weeks after receipt of the invoice in order to avoid default. In the case of a permissible partial delivery, this can be invoiced immediately. Invoices shall be issued exclusively by electronic means. If payment in advance has been agreed, CHEMMEDIA shall only provide the service after receipt of payment.

(2) Unless otherwise agreed in Individual Contracts, the following shall apply to the payment of ongoing remuneration. Insofar as the remuneration

1. is independent of the scope of use or other variables, it must be paid annually in advance; if the contract begins or ends in the current calendar month, the payment obligation is pro rata;

2. is dependent on the extent of use or other variables, billing takes place at the end of each billing month; CHEMMEDIA is entitled to switch to quarterly billing at any time.

(3) If the customer does not pay by the due date, interest of 5% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default remains reserved.

(4) If the customer is in default, the customer shall be charged interest at the statutory rate from the relevant date. CHEMMEDIA reserves the right to claim higher damages caused by delay. Other rights of CHEMMEDIA remain unaffected; this applies in particular to CHEMMEDIA's rights to refuse performance under Sections 273 and 320 BGB (“German Civil Code”) and CHEMMEDIA's right to terminate the contract for good cause.

(5) CHEMMEDIA is entitled to offset payments first against older debts of the customer, despite any provisions of the customer to the contrary, and will inform the customer of the type of offsetting that has taken place. If costs and interest have already been incurred, CHEMMEDIA shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal claim.

(6) All payments shall be made in euros and, unless otherwise agreed in the Individual Contract, by bank transfer to an account specified by CHEMMEDIA. A payment is only deemed to have been made when CHEMMEDIA can dispose of the amount.

(7) If CHEMMEDIA becomes aware of circumstances which objectively call into question the creditworthiness of the customer, in particular if the customer ceases to make payments or if a direct debit is returned for lack of sufficient funds, CHEMMEDIA shall be entitled to declare the entire remaining debt due. In this case, CHEMMEDIA is also entitled to demand advance payments or the provision of security.

(8) CHEMMEDIA is entitled, subject to the statutory requirements, to demand advance payments in the amount of the value of the services provided by CHEMMEDIA and owed under the contract.

§ 9 Dates, deadlines and obstacles to performance

(1) Delivery and performance dates or deadlines are agreed as non-binding. If they are to be binding in exceptional cases, this shall require an express written agreement. The schedule envisaged for the services to be provided can be regulated in the Individual Contract.

(2) CHEMMEDIA shall not be liable for impossibility of performance or delays in performance due to force majeure or other events unforeseeable at the time of conclusion of the contract - including, in particular, operational disruptions, difficulties in procuring materials or energy, transport delays, pandemics, strikes, lawful lockouts, official orders or non-delivery, incorrect or untimely delivery by suppliers, even if they occur at CHEMMEDIA's suppliers or their subcontractors, problems with third-party products (e.g. changes or failures of interfaces of connected third-party Software) - for which CHEMMEDIA is not responsible. CHEMMEDIA shall not be liable for problems with third-party products (e.g. changes or failures of interfaces of connected third-party Software) for which CHEMMEDIA is not responsible. CHEMMEDIA will inform the customer immediately of such circumstances.

(3) Insofar as events for which CHEMMEDIA is not responsible within the meaning of paragraph 2 make it significantly more difficult or impossible for CHEMMEDIA to perform and the hindrance and obstacle is not only of a temporary nature, CHEMMEDIA shall be entitled to withdraw from the obligation to fulfill the contract; CHEMMEDIA shall immediately reimburse any consideration already provided by the customer for the unfulfilled part. If such events lead to hindrances of temporary duration, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. CHEMMEDIA will inform the customer immediately of the expected new dates or deadlines. If the hindrance lasts longer than two months, the customer is entitled to terminate the respective Individual Contract with regard to the part not yet fulfilled after setting a reasonable grace period with a threat of refusal. Further legal rights of the customer remain unaffected. Likewise, the statutory provisions in favor of CHEMMEDIA regarding the exclusion of the obligation to perform according to § 275 BGB (“German Civil Code”) remain unaffected.

(4) Paragraph 3 sentence 2 shall apply accordingly if the customer fails to cooperate in breach of the contract, e.g. fails to provide information, fails to provide access, fails to provide materials or fails to provide employees, or if the customer is in default of payment. However, the customer's right to withdraw from or terminate the contract is excluded in these cases.

(5) If the parties subsequently agree other or additional services that affect the agreed deadlines, these deadlines shall be extended by a reasonable period of time.

§ 10 Reminder and setting of a grace period by the customer, fault requirement for withdrawal or termination

(1) The termination of the further exchange of services as a result of performance disruptions (e.g. in the event of withdrawal, termination for good cause or damages in lieu of performance) and the reduction of the agreed remuneration by the customer must always be threatened, notwithstanding the other legal requirements, by stating the reason and setting a reasonable grace period for rectification. The termination or reduction can only become effective after the deadline has expired without result. In the cases of Section 323 (2) BGB (“German Civil Code”), the deadline may be waived.

(2) All declarations by the customer in this context, in particular reminders and the setting of grace periods, must be made in writing to be effective. A grace period must be reasonable. A period of less than two weeks set by the customer is only appropriate in cases of particular urgency.

(3) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if CHEMMEDIA is responsible for the breach of duty.

§ 11 Price changes for continuing obligations

(1) Price changes for ongoing continuing obligations (e.g. for Software as a service or Software rental) are made by CHEMMEDIA by way of unilateral performance determination in the exercise of equitable discretion in accordance with Section 315 BGB (“German Civil Code”). The customer may have this reviewed by a civil court in accordance with Section 315 (3) BGB (“German Civil Code”). In the case of unilateral determination of performance by CHEMMEDIA, in particular changes

1. of energy costs,

2. the costs for the use of hardware and Software, communication networks, rooms and buildings,

3. labor costs and

4. other costs in connection with the service owed by CHEMMEDIA as a result of changes in the economic or legal framework conditions

must be taken into account.

(2) CHEMMEDIA is entitled to change prices in the event of cost increases and obliged to do so in the event of cost reductions. When calculating the price, CHEMMEDIA is obliged to take into account cost increases only by recognizing opposing cost reductions and to balance cost increases and cost reductions.

(3) CHEMMEDIA shall determine the scope and timing of a price change in such a way that cost reductions are taken into account according to the same economic standards as cost increases. In particular, CHEMMEDIA may not pass on cost reductions later than cost increases. For price changes, only those cost changes shall be taken into account which were not foreseeable for CHEMMEDIA at the time of conclusion of the contract in terms of their specific nature, the time of their occurrence and their specific scope or which, irrespective of their foreseeability, only become effective after four months from the conclusion of the contract.

(4) In the event of a price change in accordance with paragraphs 1 to 3, the customer has the right to terminate the Individual Contract informally, without observing a notice period and without incurring costs, at the earliest on the date on which the changes take effect. Termination may be declared within three months of the date on which the customer receives notification from CHEMMEDIA of the price change that meets the requirements of paragraph 5. The right of termination is excluded if the price change is exclusively to the benefit of the customer. The other rights of termination, in particular the right to ordinary termination in accordance with § 17 paragraph 2, remain unaffected.

(5) CHEMMEDIA shall inform the customer clearly and comprehensibly in text form of the content and date of the price change and the customer's existing right of termination in accordance with paragraph 4 at least one month and no more than two months before the price change is to take effect, indicating the reason for and conditions of the price change.

(6) CHEMMEDIA shall pass on to the customer any changes to VAT in accordance with the VAT Act outside of a price adjustment in accordance with paragraphs 1 to 5 without the possibility of extraordinary termination. CHEMMEDIA shall inform the customer of the change in a transparent and comprehensible manner before the change comes into effect.

§ 12 Offsetting, retention and assignment

(1) The customer is only entitled to set-off and retention if the due counterclaims have been legally established, are undisputed or ready for decision. However, the customer is also entitled to set-off without the further requirements of sentence 1 if he wishes to set off a claim against a claim of CHEMMEDIA which is in a reciprocal relationship with the customer's claim (e.g. set-off with a claim for damages due to non-performance or default against the claim for payment of the remuneration owed).

(2) Except within the scope of Section 354a HGB (“German Commercial Code”), the customer who is an entrepreneur may only assign his claims against CHEMMEDIA to third parties with the prior written consent of CHEMMEDIA, unless CHEMMEDIA has no legitimate interest in the prohibition of assignment.

§ 13 Provided by the customer, Free Licenses

(1) If the customer provides materials (e.g. texts, graphics, fonts, images, videos, third-party programs including Free Licenses) whose use could conflict with third-party rights (e.g. copyrights and industrial property rights, rights to one's own image), the customer is obliged to obtain prior rights clearance and rights to the extent necessary to achieve the purpose of the contract. In particular, before each provision of materials in accordance with sentence 1, the customer shall check whether the customer has the necessary rights to use them within the scope of the contract, both itself and in relation to the execution of the contract by CHEMMEDIA. Upon request, the customer shall immediately provide CHEMMEDIA with proof of sufficient ownership of the rights or sufficient acquisition of rights.

(2) CHEMMEDIA is under no obligation to the customer to check that the customer has acquired sufficient rights.

(3) The customer shall compensate CHEMMEDIA for any damage resulting from claims asserted by third parties due to the infringement of property rights and other rights, unless the customer is not responsible for this. The customer shall indemnify CHEMMEDIA against all disadvantages incurred by CHEMMEDIA as a result of claims asserted by third parties due to damaging actions for which the customer is responsible.

(4) Insofar as it is expedient for the execution of the contract, CHEMMEDIA may copy suitable materials under a Free License from publicly available sources on behalf of the customer and make them available to the customer. A separate authorization by the customer is not required for this. CHEMMEDIA will inform the customer at any time upon request which materials under a Free License have been used or are to be used by CHEMMEDIA. Paragraphs 1 to 3 shall apply accordingly, but only insofar and only from the point in time at which CHEMMEDIA has informed the customer of the use of the respective material under a Free License and the customer has had the opportunity to check the rights clearance.

§ 14 Change requests

(1) If the customer wishes to change the contractually agreed scope of the services to be provided by CHEMMEDIA, the customer shall notify CHEMMEDIA of his request for change. Section 3 ("Individual contract") applies to the entry into force of changes to the Individual Contract. Remuneration shall be governed by § 7 ("Remuneration, ancillary costs"), in particular paragraphs 1, 6 and 7 thereof.

(2) The originally agreed deadlines and dates shall be postponed taking into account the duration of the examination of the change request and, if applicable, the duration of the change requests to be carried out plus a reasonable start-up period, even without this requiring express notification.

(3) For its part, CHEMMEDIA may submit proposals to the customer to change the services, the schedule and the previously agreed remuneration. The above paragraphs apply accordingly.

§ 15 Obligations of the customer to cooperate

(1) The customer shall support CHEMMEDIA to a reasonable extent in the fulfillment of CHEMMEDIA's contractual services.

(2) In particular, the customer shall

1. ensure the conditions within the customer's sphere of operation, insofar as this is necessary for the contractual provision of CHEMMEDIA's services. This includes, for example, access to the necessary rooms, systems and documentation as well as the availability of the relevant technical contacts by telephone. The customer shall instruct CHEMMEDIA in detail regarding the circumstances to be observed when CHEMMEDIA is working on the customer's premises and systems;

2. immediately upon request by CHEMMEDIA and without being asked, as soon as the possible relevance has become apparent to the customer, provide CHEMMEDIA with all necessary information and documents; this applies in particular to those concerning hardware, programs, interfaces and databases, insofar as these items originate from the customer's area of control or responsibility and may be relevant for the performance of the contractual services.

(3) Unless otherwise agreed in the Individual Contract, the customer shall provide the hardware and software infrastructure required in the customer's sphere of operation and shall take the necessary precautions against unauthorized access to its systems from outside, data loss and the infection and spread of malware (e.g. through antivirus programs, firewalls, penetration tests, data backup and in particular appropriate backup routines according to the current state of the art for both data and programs, fault diagnosis, regular testing of results, emergency planning).

(4) The customer is obliged to take suitable precautions to protect any Software provided or made accessible to the customer by CHEMMEDIA from unauthorized access by third parties. In particular, the customer shall store access data and user documentation in a secure location. In addition, the customer shall expressly instruct his employees and vicarious agents as well as other users who use the Software in accordance with the provisions of the Individual Contract to comply with these contractual terms and conditions and the provisions of copyright law.

(5) The customer has

1. to provide complete and truthful information for necessary registrations and other queries required to achieve the purpose of the contract,

2. to choose a user name that does not infringe the rights of third parties or other name and trademark rights or offend common decency,

3. to keep the password secret and not to disclose it to third parties under any circumstances; the customer must inform CHEMMEDIA immediately if there are indications that his access is being or has been misused by third parties,

4. to inform CHEMMEDIA immediately of any subsequent changes to the data requested.

Paragraph 4 sentence 2 applies accordingly to registrations and the use of user accounts.

(6) The customer undertakes to inform CHEMMEDIA immediately if there is a change in person, address, name, legal form or company.

(7) All obligations of the customer to cooperate are primary obligations. The customer is obliged to provide CHEMMEDIA with evidence of the fulfillment of his obligations at any time upon request. The customer shall cooperate at his own expense.

§ 16 Property rights

(1) Unless otherwise stipulated in these GTC and in the Individual Contract, the copyright, patent rights, trademark rights and all other property rights to all items that CHEMMEDIA provides or makes accessible to the customer in the context of the initiation and execution of the contract shall be the exclusive property of CHEMMEDIA in the relationship between the parties.

(2) Insofar as third parties are entitled to industrial property rights to the objects or these are under a Free License, CHEMMEDIA has corresponding rights of use; in this case, the respective valid license conditions shall apply.

(3) Insofar as CHEMMEDIA has attached notices to these items, in the case of Software in particular also in the source code and on the user interface, regarding its authorship, other property rights including the property rights of third parties, terms of use and license conditions as well as safety and warning notices, disclaimers and limitations of liability, trademarks and logos, the customer may not remove, falsify or otherwise change these notices without the consent of CHEMMEDIA; CHEMMEDIA will not refuse consent if there is an important reason for the change.

(4) CHEMMEDIA reserves the right of ownership and copyright to all offers and cost estimates submitted by CHEMMEDIA as well as drawings, illustrations, calculations, brochures, catalogs, models, tools, test and demonstration programs and other documents and aids made available to the customer. Without the express consent of CHEMMEDIA, the customer may not make these items accessible to third parties, disclose them, use them himself or through third parties or reproduce them. At CHEMMEDIA's request, the customer must return these items in full to CHEMMEDIA and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

§ 17 Contract term and termination of Individual Contracts

(1) The start and end dates of the Individual Contracts are specified in the respective Individual Contract.

(2) If a minimum term is specified in the Individual Contract, the Individual Contract can be terminated for the first time by giving three months' notice to the end of the agreed minimum term. After expiry of the minimum term, the Individual Contract shall be extended by a further year in each case as long as it is not terminated within the period specified in sentence 1.

(3) If a fixed term or a fixed termination date is specified in the Individual Contract, the Individual Contract ends when the relevant date is reached. The parties should therefore hold timely discussions on whether and how to extend the contract.

(4) An Individual Contract which establishes a continuing obligation on the basis of which recurring services and consideration are to be provided and which does not contain any information on the contract term and notice periods can be terminated by giving three months' notice to the end of a calendar month.

(5) The right to terminate for good cause remains unaffected. Good cause for termination by CHEMMEDIA shall include in particular

1. a breach of principal contractual obligations or a material contractual obligation by the customer,

2. if signs become apparent that give rise to objective doubts about the customer's financial capacity,

3. a not insignificant direct or indirect (e.g. also through agreements under the law of obligations, domination agreements, trust agreements) change in the customer's ownership structure ("change of control"); it is clarified that the mere appointment of an insolvency administrator does not constitute a change of control; in any case, the customer must inform CHEMMEDIA immediately of any changes,

4. the unsuccessful expiry of a reasonable grace period set for payment in the event that the customer is in default of payment, or if the customer owes payment of a current monthly remuneration, if the customer is in default of payment of the remuneration or a not insignificant part of the remuneration for two consecutive dates or is in default of payment of the remuneration in an amount equal to the remuneration for two months in a period extending over more than two dates,

5. the violation of employee protection in accordance with § 24 of these GTC,

6. a breach of the obligation of confidentiality and data protection pursuant to § 25 of these GTC or

7. any other not insignificant breach of contractual obligations.

(6) Any termination of an Individual Contract must be in text form.

§ 18 Error classes

(1) The parties define the following error classes:

(2) If the defects of class 3 as a whole lead to a not only insignificant restriction of usability, the defects as a whole may constitute a defect of class 1 or 2.

§ 19 Material defects

(1) The delivery or service has the agreed quality, is suitable for the contractually stipulated, otherwise normal use and has the usual quality for deliveries or services of this type.

(2) Claims for material defects are excluded in the case of

1. contractual relationships for which the law does not provide for claims for material defects, e.g. service contracts;

2. deliveries and services of CHEMMEDIA for which the customer owes no consideration;

3. only insignificant deviations from the agreed quality and only insignificant impairments of usability;

4. Impairments resulting from use outside the agreed environmental conditions, incorrect operation, modification contrary to the contract, faulty transport, faulty installation or an item provided or cooperation provided by the customer, insofar as CHEMMEDIA is not responsible for this;

5. defects that remained unknown to the customer at the time of conclusion of the contract due to gross negligence;

6. a delivery or service to a territory outside the Federal Republic of Germany and in the event that the delivery or service is to be resold or used in a territory outside the Federal Republic of Germany as intended, insofar as the delivery or service in the territory concerned violates technical standards, statutory or other sovereign provisions which CHEMMEDIA neither knew nor should have known; CHEMMEDIA is not obliged to examine the specifics of foreign law.

All other statutory or contractual exclusions of claims for defects shall remain unaffected.

(3) The customer shall support CHEMMEDIA in analyzing and eliminating errors by describing the problems that occur in concrete terms and informing CHEMMEDIA comprehensively. In particular, the customer shall notify CHEMMEDIA of defects with a precise description of the error symptoms and the expected application behavior and, as far as possible and reasonable, shall also provide meaningful log files and screenshots; the customer shall notify CHEMMEDIA immediately of any changes to the error symptoms with a precise description of the changes. If CHEMMEDIA provides a ticket system, the customer must use this for the notification; class 1 defects must also be reported by telephone. The customer must grant CHEMMEDIA the necessary time and opportunity to investigate the alleged defect and to remedy the defect.

(4) At CHEMMEDIA's discretion, the defect shall be remedied by eliminating the defect on site or at CHEMMEDIA's business premises or by delivering an item that does not have the defect. At least three attempts to rectify a defect must be accepted. If it is possible to rectify the defect by remote maintenance and reasonable for the customer, CHEMMEDIA may rectify the defect by remote maintenance; in this case, the customer must provide the necessary technical requirements at its own expense and grant CHEMMEDIA appropriate electronic access after giving prior notice.

(5) The defect may also be remedied temporarily until the final remedy of the defect, which must be carried out within a reasonable period of time, by CHEMMEDIA showing possibilities to avoid the effects of the defect in the sense of a workaround solution, insofar and as long as this is reasonable for the customer. In the case of a defect in Standard Software, a new or previous program version that does not contain the defect shall be accepted by the customer if this is reasonable for the customer.

(6) If the item is located at a place other than the place of intended use, the customer shall bear the resulting additional expenses for checking the defectiveness and remedying the defect.

(7) Insofar as a defect notified by the customer cannot be determined or CHEMMEDIA is not responsible for the impairment, in particular in accordance with paragraph 2 sentence 1 lit. d), the customer shall bear the costs of CHEMMEDIA in accordance with the agreed or usual prices, unless the lack of defectiveness was not recognizable to the customer.

(8) In the event of defects in items manufactured or supplied by third parties which are part of CHEMMEDIA's delivery or service and which CHEMMEDIA cannot remedy for licensing or factual reasons, CHEMMEDIA shall, at its discretion, assert its claims for defects against the third party or assign them to the customer. Claims for defects against CHEMMEDIA in accordance with this § 19 shall only exist in the event of assignment of the claims for defects to the customer if the judicial enforcement of the aforementioned claims against the third party by CHEMMEDIA was unsuccessful without the customer being responsible for this or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the customer's relevant claims for defects against CHEMMEDIA shall be suspended. CHEMMEDIA shall reimburse the customer for the costs of the legal dispute recoverable in accordance with the cost laws, insofar as the customer and its legal representatives were entitled to consider them necessary under the circumstances and were unable to recover them from the third party.

(9) In the case of the provision of an item or the other granting of temporary use, the customer may not reduce the current remuneration in the event of defects. Any existing right to reclaim remuneration paid subject to reservation shall remain unaffected. A claim for damages or reimbursement of futile expenses due to a defect which already exists at the time of conclusion of the contract shall only exist if CHEMMEDIA is responsible for the defect; liability for initial defects in accordance with § 536a para. 1 BGB (“German Civil Code”), if applicable in conjunction with § 548a BGB (“German Civil Code”), is excluded.

(10) The exclusions and limitations of the customer's rights under this § 19 shall not apply if CHEMMEDIA has acted fraudulently or has assumed a guarantee for the quality of the item.

(11) Section 22 ("Liability of CHEMMEDIA") shall apply to the scope and amount of liability for damages and reimbursement of futile expenses due to a material defect for which CHEMMEDIA is responsible.

§ 20 Defects of title

(1) Unless otherwise agreed in the Individual Contract, CHEMMEDIA warrants that the delivery or service does not conflict with any third-party rights in the European Economic Area and Switzerland. CHEMMEDIA shall only be obliged to examine conflicting industrial property rights or other intellectual property rights of third parties for the territory specified in sentence 1.

(2) In the event of a delivery or service to a territory outside the territory referred to in paragraph 1 sentence 1 and in the event that the delivery or service is intended to be resold or used in a territory outside the territory referred to in paragraph 1 sentence 1, a defect of title due to a conflicting industrial property right or other intellectual property of third parties shall only exist if CHEMMEDIA knew or should have known of this at the time the contract was concluded. The customer shall therefore carry out the necessary property right searches himself before delivery or use abroad.

(3) In the event of defects of title, CHEMMEDIA warrants that CHEMMEDIA will, at CHEMMEDIA's option

1. modify or replace the delivery or service in such a way that the defect of title is remedied and this does not lead to any reduction in quality, quantity or value and is also reasonable for the customer, or

2. provide the customer with the right of use by concluding a license agreement.

(4) The customer shall inform CHEMMEDIA immediately in writing if third parties assert property rights (e.g. copyrights, trademark or patent rights) to the delivery or service. The customer authorizes CHEMMEDIA to conduct the dispute with the third party alone. If CHEMMEDIA makes use of this authorization, the customer may not acknowledge the claims of the third party on its own initiative without the consent of CHEMMEDIA. CHEMMEDIA shall then defend the claims of the third party. If the customer is responsible for the assertion of the property right infringement (e.g. as a result of use contrary to the contract or failure to carry out property right research by the customer), the customer shall indemnify CHEMMEDIA against all reasonable costs associated with the defense against these claims and shall reimburse CHEMMEDIA for all further damages and expenses; in this case CHEMMEDIA shall be entitled to payment of a reasonable advance.

(5) § 22 ("Liability of CHEMMEDIA") applies to the scope and amount of liability for damages and reimbursement of futile expenses due to a defect of title for which CHEMMEDIA is responsible.

(6) § 22 (2) sentence 1 lit. a), b), d) and e), sentence 2 as well as section (8), (9) and (10) apply accordingly.

§ 21 Supplier recourse

(1) The statutory provisions of supplier recourse are waived to the following extent:

1. §§ Sections 478, 445a, 445b resp. sections 445c, 327 para. 5, 327u BGB (“German Civil Code”) are not applicable if, for example, CHEMMEDIA and the customer have agreed on equivalent compensation as part of a quality assurance agreement.

2. § Section 445a (1) and (2) BGB (“German Civil Code”) does not apply if the final delivery of the newly manufactured item is made to an entrepreneur. Under no circumstances will the parties apply Section 445a (1) or (2) BGB (“German Civil Code”) in the case of final delivery to an entrepreneur if the newly manufactured item was traded across borders at any point in the supply chain (international supply chain).

3. If the final delivery of the newly manufactured item is made to an entrepreneur, the limitation period under Section 445b (1) BGB (“German Civil Code”) is reduced to six months.

4. If the final delivery of the newly manufactured item is made to an entrepreneur, the suspension of expiry under Section 445b (2) BGB (“German Civil Code”) shall end no later than three years after CHEMMEDIA has delivered the item to the customer.

(2) In all other respects, the statutory provisions of supplier recourse shall remain applicable.

(3) Section 22 ("Liability of CHEMMEDIA") applies to the scope and amount of liability for damages and reimbursement of futile expenses.

§ 22 Liability of CHEMMEDIA

(1) CHEMMEDIA's liability for damages, regardless of the legal grounds (e.g. due to impossibility, delay, defective or incorrect delivery or performance, breach of contract and tort), is limited in accordance with this § 22 ("Liability of CHEMMEDIA") insofar as the liability presupposes fault on the part of CHEMMEDIA.

(2) CHEMMEDIA's liability for simple negligence is excluded unless there is a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer could rely and the non-fulfillment of which jeopardizes the achievement of the purpose of the contract (so-called "cardinal obligation"). In the event of a breach of such an essential contractual obligation, CHEMMEDIA's liability in the event of simple negligence is limited to damages foreseeable at the time of conclusion of the contract and typical for the contract. However, CHEMMEDIA's liability for simple negligence shall not exceed the liability limits agreed in the Individual Contract.

(3) In the event of gross negligence, CHEMMEDIA's liability shall be limited to damages foreseeable at the time of conclusion of the contract and typical for this type of contract.

(4) Insofar as CHEMMEDIA is not obliged to carry out data backup measures itself, the typical damage foreseeable at the time of conclusion of the contract in the event of data loss corresponds to the typical recovery costs. The typical recovery costs are measured according to the damage that would have occurred if the customer had taken reasonable backup measures based on the diligence of a prudent businessman.

(5) Insofar as the breach of duty by CHEMMEDIA relates to deliveries and services which CHEMMEDIA provides to the customer free of charge (e.g. as part of a gift, loan or free-of-charge business management as well as in the case of pure favors), liability for simple negligence is excluded altogether. In this case, CHEMMEDIA's liability for gross negligence is also excluded if the customer is an entrepreneur, a legal entity under public law or a special fund under public law. Insofar as CHEMMEDIA provides technical information or advice after conclusion of the contract and this information or advice is not part of the contractually agreed scope of services owed by CHEMMEDIA, this is provided free of charge and to the exclusion of any liability for negligent incorrect information or advice.

(6) The exclusions and limitations of liability in this Section 22 ("Liability of CHEMMEDIA") shall apply

1. to the same extent, also retroactively, for claims arising from the breach of duties during contract negotiations;

2. for claims for reimbursement of futile expenses and for indemnification claims accordingly;

3. to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of CHEMMEDIA.

(7) The exclusions and limitations of liability in this Section 22 ("Liability of CHEMMEDIA") shall not apply to the liability of CHEMMEDIA for intentional conduct, for injury to life, limb or health, in cases of fraudulent intent, in the event of the assumption of a guarantee or in the event of claims under the Product Liability Act (“Produkthaftungsgesetz”).

§ 23 Limitation of the customer's claims

(1) The limitation period for claims of the customer against CHEMMEDIA is

1. for claims arising from material defects or defects of title for repayment of the remuneration from withdrawal or reduction one year from the submission of the effective declaration of withdrawal or reduction; the withdrawal or reduction shall only be effective if it is declared within the period of b) for material defects or the period of c) for defects of title;

2. one year in the case of claims arising from material defects which do not involve the repayment of the remuneration from withdrawal or reduction;

3. two years in the case of claims arising from defects of title which do not relate to the repayment of the remuneration from withdrawal or reduction; however, if the defect of title lies in an exclusive right of a third party on the basis of which the third party can demand the return or destruction of the items provided to the customer, the statutory limitation period shall apply;

4. two years for claims not based on material defects or defects of title for repayment of the remuneration, compensation for damages or reimbursement of futile expenses.

(2) Subject to a deviating individual contractual provision, the limitation period shall commence in the cases of paragraph 1 lit. b) and c) in accordance with the statutory provisions, in particular the applicable law on liability for defects, in the case of paragraph 1 lit. d) from the time at which the customer became aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence. The subsequent delivery or rectification shall not lead to the commencement of a new limitation period or an extension of the limitation period, unless CHEMMEDIA has exceptionally declared an acknowledgement within the meaning of § 212 para. 1 no. 1 BGB (“German Civil Code”). The limitation period shall expire at the latest upon expiry of the maximum periods specified in § 199 BGB (“German Civil Code”).

(3) Notwithstanding the above, the statutory limitation rules shall apply

1. in the cases specified in § 22 paragraph 7,

2. in the event of gross negligence in the case of claims for damages, compensation for futile expenses and claims for indemnification,

3. for claims due to a defect in the cases of § 438 Para. 1 No. 2 BGB (“German Civil Code”) and § 634a Para. 1 No. 2 BGB (“German Civil Code”),

4. for claims for reimbursement of expenses after termination of a rental agreement and

5. for all claims other than those mentioned in paragraph 1.

(4) If CHEMMEDIA has also undertaken to provide fault rectification services (Section V. § 45) as part of the software maintenance in an Individual Contract, the claims for material defects for the rectification of defects with regard to the items to be maintained in each case, insofar as these claims would otherwise expire earlier, shall only expire upon termination of the software maintenance. The extension of the limitation period applies exclusively to the elimination of material defects, but not to further claims for material defects, such as in particular according to paragraph 1 lit. a) or for damages.

§ 24 Enticement of employees

The customer undertakes not to entice away or have enticed away employees of CHEMMEDIA itself or through third parties or to promote or support third parties with regard to such enticement measures for a period of two years after the end of the contractual cooperation.

§ 25 Confidentiality and data protection

(1) The customer undertakes to treat the content of the Individual Contracts concluded on the basis of these GTC and all information and knowledge obtained in connection with the negotiation and execution of the contract as confidential and not to disclose it to any third party, unless this is necessary for the execution of the contract or disclosure is required by law or has been ordered by a court or authority. The customer shall inform CHEMMEDIA in advance of the enforced disclosure, insofar as this is lawful, and limit the disclosure to what is necessary. Further legal obligations of confidentiality remain unaffected.

(2) The customer shall comply with the currently applicable data protection regulations. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation of employees to maintain the confidentiality of personal data (Art. 28 para. 3 lit. b) GDPR). In the event of order processing (Art. 28 GDPR) or joint responsibility (Art. 26 GDPR), the customer is obliged to conclude a data protection agreement that is customary in business and meets the minimum legal requirements at any time at the request of CHEMMEDIA.

(3) The confidentiality obligations under paragraph 1 and compliance with data protection obligations under paragraph 2 shall apply indefinitely.

(4) In case of doubt, a confidentiality agreement already concluded or to be concluded between the parties shall take precedence over this § 25.

§ 26 Contractual penalty

(1) For each case of culpable breach of an obligation under Section 24 ("Enticement of Employees") or Section 25 ("Confidentiality and Data Protection"), the Customer undertakes to pay CHEMMEDIA a contractual penalty to be determined by CHEMMEDIA in each individual case at its reasonable discretion and to be reviewed by the competent court in the event of a dispute as to its appropriateness; for the breach of an obligation under Section 25 ("Confidentiality and data protection"), however, the obligation to pay a contractual penalty is limited to breaches of obligation within five years of the execution of the last Individual Contract concluded on the basis of these GTC.

(2) The contractual penalty shall be offset against a claim for damages based on the same breach of duty.

§ 27 No obligation to pay contractual penalties by CHEMMEDIA

CHEMMEDIA is not obliged to pay a contractual penalty to the customer for any legal reason whatsoever. This also applies in particular in the event of default on the part of CHEMMEDIA.

II. Software as a service

§ 28 Subject matter of the contract

(1) If CHEMMEDIA provides the customer with Standard Software within the scope of the agreed availability (§ 30) for retrieval via the Internet ("Software as a service" - SaaS), the further details, in particular regarding the quality and scope of services, the type and number of licenses and the rights of use granted with the relevant licenses (in particular named user or concurrent user licenses), result from the Individual Contract.

(2) If documentation is owed, this is provided for Software within the program functions via the "Support" menu or a comparable function.

(3) Subject to a deviating agreement in the Individual Contract, CHEMMEDIA does not owe any

1. Adaptation of Software to changing external conditions of a technical, economic or legal nature,

2. Adaptation of Software to other changing conditions,

3. Further development in terms of quality and modernity.

The obligation to provide new program versions, in particular bug fixes and patches, with which existing material defects, in particular in the sense of security defects or functional errors, as well as defects of title are eliminated, remains unaffected by this.

(4) CHEMMEDIA shall only be responsible for carrying out data backups and recovery services if and to the extent that this has been agreed in the Individual Contract.

§ 29 Start of service

(1) CHEMMEDIA shall inform the customer within a reasonable period of time after conclusion of the Individual Contract and, if advance payment has been agreed, after receipt of payment, of the date of activation of the chargeable access to the Standard Software.

(2) If CHEMMEDIA is prevented from activating access because the customer fails to provide the cooperation owed under the Individual Contract, this shall not affect the customer's obligation to pay from the date notified by CHEMMEDIA.

§ 30 Availability

(1) CHEMMEDIA shall make the Standard Software available to the customer for use with an annual average availability of 99%. This does not include times during which the use of the Standard Software is interrupted or impaired due to necessary maintenance work (§ 31) or for reasons for which CHEMMEDIA is not responsible.

(2) CHEMMEDIA's obligations do not include the customer's access to the Internet or the operation of data lines or data networks as part of the public Internet. CHEMMEDIA therefore assumes no responsibility for the functionality of such data networks or such data lines to its servers, with the exception of the data lines between its servers and the respective transfer point to the public Internet. In particular, CHEMMEDIA accepts no responsibility for power failures or for failures of networks or servers insofar as these affect the public Internet.

(3) CHEMMEDIA is also not responsible for the Content Data to be transferred by or at the instigation of the customer. Nor is CHEMMEDIA responsible for third-party software of the customer connected via interfaces. In particular, malfunctions and failures due to the lack of provision or poor quality of the Content Data or the customer's connected third-party software, for which CHEMMEDIA is not responsible, are therefore not taken into account when calculating availability.

§ 31 Maintenance work

CHEMMEDIA's regular maintenance window is between 6 p.m. and midnight, CET. CHEMMEDIA shall inform the customer three Working Days in advance of the time and exact duration of the work and the specific extent of the impairment of use. In justified individual cases, in particular to eliminate IT security risks, maintenance work may also be carried out outside the regular maintenance window and with a shorter notice period or without notice. The total duration of the maintenance work may not exceed twelve hours per quarter.

§ 32 Response times for the rectification of defects

The parties agree the following Service Levels, unless otherwise agreed in Individual Contracts:

§ 33 Updates

(1) CHEMMEDIA shall adapt the Standard Software made available as Software as a Service to changing information security and data security requirements in accordance with the schedule agreed in the Individual Contract or, in the absence of such a schedule, within a reasonable period of time, insofar as these changes are significant for the contractual use of the Software. This obligation exists within the scope of CHEMMEDIA's operational and economic possibilities and does not apply if the adaptation is associated with unreasonable expense for CHEMMEDIA. Any further development in terms of quality and modernity is only owed insofar as this is agreed in the Individual Contract.

(2) In particular, there is no obligation to adapt in accordance with paragraph 1 if there are changes to third-party software provided by the customer or its interface configuration that affect or could affect the functionality of CHEMMEDIA's Software. The customer shall notify CHEMMEDIA immediately of any such pending changes so that CHEMMEDIA can offer the customer a solution which, if CHEMMEDIA is commissioned to implement the solution, shall be remunerated separately by the customer; the parties shall agree on the details in an Individual Contract.

(3) Subject to a deviating agreement in the Individual Contract

1. the obligation to provide updates does not include new versions that have an extended range of functions or other extended features, in particular upgrades and major releases; CHEMMEDIA can offer the customer the provision of such program versions at a reasonable price, which is based on the scope of the extended functions and features compared to the current program version;

2. the regulations on the rights of use for the previous program version apply accordingly to the rights of use for a new program version;

§ 34 Support

(1) Insofar as the Individual Contract includes support, CHEMMEDIA shall answer queries from the customer and its employees regarding the Standard Software and its functionality.

(2) Support can be limited to a maximum number of hours per month in the Individual Contract.

(3) Unless otherwise agreed in the Individual Contract, the following shall apply to support:

1. Support is provided as e-mail support.

2. E-mail support is provided within three Working Days of receipt of the e-mail.

3. If CHEMMEDIA provides a ticket system for support, this ticket system must be used by the customer with priority. For the processing time, lit. b) applies accordingly

(4) Further details on the type and scope of support can be agreed in the Individual Contract - in particular by agreeing corresponding Service Levels.

§ 35 Secondary obligations of the customer

(1) For the purpose of ensuring proper use, the customer is subject to duties of conduct, non-compliance with which may lead to disadvantages, in particular to termination of the Individual Contract and claims for damages.

(2) In particular, the customer is obliged not to use the Software in an unlawful or immoral manner and to respect the law and the rights of third parties. This includes the following obligations:

1. Prior to any processing of Content Data,the customer shall ensure that the customer is not processing Unauthorized Content Data.

2. Content Data may only contain personal data to the extent that this is absolutely necessary to achieve the relevant processing purpose and anonymization or pseudonymization is excluded or unreasonable. If Content Data contains personal data, the customer shall comply with all data protection requirements, in particular inform the data subject sufficiently about the data processing, obtain any necessary consent from the data subject and document and store the fulfillment of the data protection requirements in such a way as to provide evidence. The records must be destroyed as soon as they are no longer required. The customer is also the "controller" of the Content Data within the meaning of the EU General Data Protection Regulation and is therefore responsible for compliance with all other obligations of the controller under the EU General Data Protection Regulation.

3. Prior to any processing of Content Data, the customer shall check whether the customer is entitled to the necessary rights to the work (e.g. texts, photographs, images, graphics) as well as to brand names, company names, logos and other trademarks and rights. In the case of photographs, it is necessary to further check whether the persons depicted have given the necessary consent; processing may not take place without this consent. The customer shall grant CHEMMEDIA the rights of use required for the proper provision of services by CHEMMEDIA.

4. An excessive load on CHEMMEDIA's systems through improper use is to be avoided; in particular, penetration tests also represent such an excessive load on the systems.

(3) The customer shall compensate CHEMMEDIA for any damage resulting from a breach of an obligation under paragraph 2, unless the customer is not responsible for this. The customer shall indemnify CHEMMEDIA against all disadvantages incurred by CHEMMEDIA as a result of claims asserted by third parties due to damaging actions by the customer for which the customer is responsible. CHEMMEDIA is entitled to demand payment of a reasonable advance on any legal defense and/or legal advice costs.

§ 36 Blocking

(1) CHEMMEDIA may temporarily block the customer's access for good cause and/or interrupt the connection of the resources made available to the customer by CHEMMEDIA to the Internet. An important reason for blocking or interruption exists in particular if

1. the customer breaches one of the obligations specified in Section 35 ("Secondary obligations of the customer") paragraph 2,

2. CHEMMEDIA is informed by third parties that the customer is providing or distributing Unauthorized Content Data, provided that the allegation of an infringement is not obviously incorrect, or

3. the customer is in arrears with the payment of the remuneration or a not insignificant part of the remuneration, insofar as the service is against payment.

In the cases of sentence 2 a) and b), CHEMMEDIA may temporarily block or permanently delete affected Content Data instead of interrupting it. The obligation to continue to pay the remuneration shall remain unaffected in the case of a paid service for the customer, unless the customer is not responsible for the important reason for the blocking, interruption or deletion.

(2) The blocking of access, the interruption of the connection as well as the blocking and deletion of Content Data are only permissible after the unsuccessful expiry of a deadline set for remedial action or after an unsuccessful warning. In the event of a definitive refusal to perform or if other special circumstances exist which justify the action in question after weighing up the interests of both parties, there is no need to set a deadline for remedial action or issue a warning.

(3) If the service is provided free of charge, CHEMMEDIA may temporarily block the customer's access at any time and/or interrupt the connection of the resources made available to the customer by CHEMMEDIA to the Internet. CHEMMEDIA may temporarily block or permanently delete affected Content Data instead of interrupting it. CHEMMEDIA will take the interests of the User into account in an appropriate manner and, at the user's request, provide the reasons for the measure. The User will always store all data required by him separately in order to be able to continue using it even after the free service has been discontinued.

(4) Further claims and rights of CHEMMEDIA, in particular to suspension of services, termination and compensation, remain unaffected.

III. Purchase of Standard Software

§ 37 Subject matter of the contract

(1) Insofar as CHEMMEDIA sells Standard Software to the customer, the further details, in particular the quality and scope of services as well as the type and number of licenses, are set out in the Individual Contract.

(2) The customer receives the Standard Software consisting of the executable program. The customer has no claim to the provision of the source code, templates or other source products. If documentation is owed, it shall be delivered in a standard file format (e.g. PDF, Word, TXT) unless otherwise agreed in the Individual Contract.

(3) The installation and setup of theStandard Software are only owed if this is specified in the Individual Contract. Unless otherwise stipulated in the Individual Contract, the Standard Software shall be made available for download on a server.

§ 38 Scope of the customer's rights of use

(1) The scope of the rights of use is set out in the Individual Contract and the CHEMMEDIA license conditions referred to therein.

(2) If the Standard Software is a third-party program or a program under a Free License, or if the Standard Software contains or uses such programs, the license conditions applicable to these programs shall apply.

(3) The acquisition of the right of use is subject to the condition precedent of full payment of the remuneration owed. Prior to this, the customer shall only have a provisional right of use under the law of obligations in the form of a license that can be revoked at any time in accordance with paragraph 4.

(4) CHEMMEDIA may revoke the rights of use granted to the customer for good cause. Good cause shall be deemed to exist, in particular, if the customer seriously breaches its obligations under the license conditions despite a written warning. If the right of use does not arise or ends, CHEMMEDIA may require the customer to return the items and Software provided and to destroy all copies of the items and Software or to provide written assurance from the customer that the items and Software, including all copies, have been destroyed.

§ 39 Obligation to inspect and give notice of defects

The customer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB (“German Commercial Code”)). In the case of goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect is discovered during delivery, inspection or at any later time, CHEMMEDIA must be notified immediately in writing. In any case, obvious defects must be reported in writing no later than the 10th calendar day after delivery and defects not recognizable during the inspection must be reported in writing within the same period after discovery. If the customer fails to carry out the proper inspection and/or report defects, CHEMMEDIA's liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

IV. Rental of Standard Software

§ 40 Subject matter of the contract

(1) Insofar as CHEMMEDIA provides the customer with Software for temporary use (software rental), the further details, in particular the quality and scope of services as well as the type and number of licenses, are set out in the Individual Contract.

(2) The customer receives the Software consisting of the executable program. The customer is not entitled to the provision of the source code, templates or other source products. If documentation is owed, it shall be provided in a standard file format (e.g. PDF, Word, TXT) unless otherwise agreed in the Individual Contract.

(3) The installation and setup of the Software are only owed if this is specified in the Individual Contract. In the absence of a deviating provision in the Individual Contract, the Software shall be made available for download on a server.

(4) Subject to a deviating agreement in the Individual Contract, CHEMMEDIA does not owe any

1. Adaptation of the Software to changing external conditions of a technical, economic or legal nature,

2. Adaptation of the Software to other changing conditions,

3. Further development in terms of quality and modernity.

The obligation to deliver new program versions, in particular bug fixes and patches, with which existing material defects, in particular in the sense of security defects or functional errors, as well as defects of title are eliminated, remains unaffected by this.

§ 41 Scope of the customer's rights of use

(1) If Standard Software from CHEMMEDIA is the subject of the software rental, the scope of the rights of use shall be determined by the Individual Contract and the license conditions of CHEMMEDIA referred to therein. If, in exceptional cases, there is no express agreement in the Individual Contract, the right of use is of a purely contractual nature, limited to the duration of the software rental, non-transferable, limited to the purpose of the transfer of the right of use and limited to use in the territory of the European Economic Area and Switzerland.

(2) If the subject of the software rental is Standard Software of a third-party, the relevant license conditions of the third party to which reference shall be made in the Individual Contract shall apply.

(3) Any further use requires the prior written consent of CHEMMEDIA.

(4) There is no entitlement to the release of the source code.

§ 42 Response times for the rectification of defects

The parties agree Service Levels in accordance with Section II. § 32 ("Response times for the rectification of defects"), unless otherwise agreed in Individual Contracts.

§ 43 Updates

(1) Insofar as the Individual Contract includes the delivery of updates to Software produced by CHEMMEDIA itself, CHEMMEDIA shall adapt the Software to changing information security and data security requirements in accordance with the schedule agreed in the Individual Contract or, in the absence of such a schedule, within a reasonable period of time, insofar as these changes are significant for the contractual use of the Software. This obligation exists within the scope of CHEMMEDIA's operational and economic possibilities and does not apply if the adaptation is associated with unreasonable expense for CHEMMEDIA. Any further development in terms of quality and modernity is only owed insofar as this is agreed in the Individual Contract.

(2) In particular, there is no obligation to adapt in accordance with paragraph 1 if there are changes to third-party software provided by the customer or its interface configuration that affect or could affect the functionality of CHEMMEDIA's Software. The customer shall notify CHEMMEDIA immediately of any such pending changes so that CHEMMEDIA can offer the customer a solution which, if CHEMMEDIA is commissioned to implement the solution, shall be remunerated separately by the customer; the parties shall agree on the details in an Individual Contract.

(3) Subject to a deviating agreement in the Individual Contract

1. the obligation to provide updates does not include new versions that have an extended range of functions or other extended features, in particular upgrades and major releases; CHEMMEDIA can offer the customer the provision of such program versions at a reasonable price, which is based on the scope of the extended functions and features compared to the current program version;

2. the provisions on the rights of use for the previous program version shall apply accordingly to the rights of use for a new program version;

3. CHEMMEDIA shall determine the number of updates at its reasonable discretion;

4. there is no entitlement to error correction with regard to the outdated version if the customer is two or more updates behind the current version.

(4) If CHEMMEDIA offers the customer a new update, the customer must install the update in accordance with CHEMMEDIA's installation instructions. If the customer requests installation by CHEMMEDIA, this shall be remunerated separately in accordance with CHEMMEDIA's current price list.

(5) If CHEMMEDIA supplements or replaces the Software with the result that the customer receives more than one - not necessarily complete - software version, the customer must delete the surplus Software, confirm the deletion in writing and return any existing data carriers to CHEMMEDIA. Rights of use to the surplus Software expire with the use of the new software parts after a period of four weeks. The provisions of this paragraph shall also apply to services provided by CHEMMEDIA without any obligation to do so.

(6) Insofar as CHEMMEDIA has assumed responsibility for the delivery of updates and other new program versions which do not relate to Software produced by CHEMMEDIA, the specific services, including the determination of maintenance intervals, shall be governed by the Individual Contract.

V. Software maintenance and support

§ 44 Subject matter of the contract

Insofar as CHEMMEDIA provides software maintenance and support services for the customer, the further details, in particular the scope of services, are set out in the Individual Contract.

§ 45 Troubleshooting

(1) Insofar as the Individual Contract includes the elimination of errors, this shall be in addition to any existing statutory liability for material defects. The aim of troubleshooting is to establish and maintain the agreed functionality of the Software, irrespective of the question of the existence of a "defect" within the meaning of the law and additionally in compliance with agreed Service Levels. If the customer has purchased the Software via CHEMMEDIA, the elimination of defects also includes in particular the elimination of functional impairments for which the customer cannot prove that these already existed at the time of the transfer of risk, as well as functional impairments that were not reported in good time.

(2) The parties agree the following Service Levels, unless otherwise agreed in Individual Contracts:

(3) CHEMMEDIA is under no obligation to ensure a certain availability of the Software.

(4) Section I. § 19 ("Material defects") paragraph 2 sentence 1 lit. c), d) and f) shall apply accordingly, i.e. if such a case exists with regard to the Software, rectification of defects shall be excluded. Section I. § 19 ("Material defects") paragraph 10 shall apply accordingly.

(5) Section I. § 19 ("Material defects") paragraph 3 sentences 1 and 2, paragraphs 4, 5, 6, 7 and 8 shall apply accordingly to the rectification of defects.

(6) Further statutory claims due to a defect in the Software remain unaffected and are neither excluded nor limited by this § 45.

§ 46 Updates

Insofar as the Individual Contract includes the delivery of Software updates, Section IV. § 43 ("Updates") shall apply accordingly.

§ 47 Responsibility for programs licensed or provided under a Free License

CHEMMEDIA shall not be liable for material defects and defects of title in updates, patches and other program versions if the new program versions to be supplied as part of software maintenance are Software that is subject to a Free License or has been provided by the customer.

§ 48 Support

Insofar as the Individual Contract includes support, Section II. § 34 ("Support") applies accordingly

§ 49 Obligation to inspect and give notice of defects

(1) For the delivery of new program versions and auxiliary programs within the scope of software maintenance, there is an obligation to inspect and give notice of defects in accordance with the following paragraphs.

(2) The customer shall inspect the result of the service immediately after delivery and, if a defect is found, shall give notice of this immediately in writing with a precise description of the symptoms of the defect, unless a functional test has been agreed and insofar as this is feasible in the ordinary course of business. The customer shall thoroughly test every essential function before the customer begins productive use. In any case, obvious defects must be reported in writing no later than the 10th calendar day after delivery.

(3) If the customer fails to notify us, the result of the service shall be deemed approved, unless it is a defect that was not recognizable during the inspection.

(4) If such a defect only becomes apparent later, notification must be made immediately after discovery; otherwise the result of the service shall be deemed to have been approved, even in view of this defect. In any case, defects not recognizable during the inspection must be reported in writing no later than the 10th calendar day after discovery.

(5) If CHEMMEDIA has fraudulently concealed a defect or assumed a guarantee for the quality of the service, CHEMMEDIA may not invoke the above provisions.

(6) Further duties and obligations of the customer based on statutory inspection and complaint obligations remain unaffected.

VI. E-learning content

§ 50 Creation of e-learning content

(1) Insofar as CHEMMEDIA produces e-learning content individually for the customer, the further details, in particular the quality and scope of services, are set out in the Individual Contract.

(2) The customer is not entitled to the provision of the source code, templates or other source products. Unless otherwise agreed in the Individual Contract, the e-learning content shall be delivered in a file format commonly used for e-learning content.

§ 51 Acceptance

(1) The contractual conformity of the individually produced e-learning content is confirmed by acceptance.

(2) The acceptance procedure begins after notification of readiness for acceptance by CHEMMEDIA.

(3) Section I. § 18 ("Defect classes") shall apply accordingly to any defects in the e-learning content identified during the acceptance procedure. Acceptance shall be declared if no defects preventing acceptance are identified. This is the case if there are only class 3 defects, unless one of the following sentences applies. If the class 3 defects as a whole lead to a not insignificant restriction of the usability of the delivery or service, the defects as a whole may constitute a class 1 or 2 defect.

(4) Acceptance should be carried out in writing. An acceptance report should be drawn up.

(5) Acceptance shall be deemed to have taken place if the customer

1. has put the e-learning content into use or passed it on to third parties, even if this is in breach of the license conditions, provided that the e-learning content has been put into use without notification of defects preventing acceptance and not merely for test purposes, or

2. has not refused acceptance after completion of the e-learning content within a reasonable period of time set by CHEMMEDIA, expressly stating at least one defect of error class 1 or 2.

(6) At the request of CHEMMEDIA, the customer must accept self-contained parts of the service separately. The above paragraphs shall apply accordingly to partial acceptances. If the customer defaults on a partial acceptance, CHEMMEDIA shall be entitled to refuse further services, without prejudice to any other rights arising from the default.

§ 52 Scope of the customer's rights of use to produced e-learning content

(1) Unless otherwise agreed in the Individual Contract, CHEMMEDIA grants the customer a simple, unlimited and limited transferable right to use the e-learning content for the territory of the European Economic Area and Switzerland. The specific content of the right of use results from the Individual Contract, or alternatively from the purpose of the transfer of the right of use.

(2) The acquisition of the right of use is subject to the condition precedent of full payment of the remuneration owed. Prior to this, the customer shall only have a provisional right of use under the law of obligations in the form of a license that can be revoked at any time in accordance with paragraph 3.

(3) CHEMMEDIA may revoke the rights of use granted to the customer for good cause. If the right of use does not arise or ends, CHEMMEDIA may require the customer to return the e-learning content and to destroy all copies of the e-learning content or to provide written assurance from the customer that the e-learning content, including all copies, has been destroyed.

§ 53 E-learning content as a service

Insofar as CHEMMEDIA provides e-learning content for retrieval via the Internet ("e-learning content as a service"), the provisions of Section II. ("Software as a Service") apply accordingly.

§ 54 Purchase of e-learning content

Insofar as CHEMMEDIA sells e-learning content, the provisions of Section III ("Purchase of Standard Software") apply accordingly.

§ 55 Rental of e-learning content

Insofar as CHEMMEDIA provides the customer with e-learning content for temporary use, the provisions of Section IV. ("Rental of Standard Software") apply accordingly.

VII. Hosting

§ 56 Subject matter of the contract

(1) If the customer has commissioned CHEMMEDIA with hosting, CHEMMEDIA shall make the server capacities described in more detail in the Individual Contract available for retrieval via the Internet within the scope of the agreed availability (Section 57).

(2) CHEMMEDIA shall only be responsible for carrying out data backups and recovery services if and to the extent that this has been agreed in the Individual Contract.

§ 57 Availability

(1) CHEMMEDIA shall make the servers available to the customer for use with an annual average availability of 99%. This does not include times during which the use of the servers is interrupted or impaired due to necessary maintenance work (§ 58 in conjunction with Section II. § 31) or for reasons for which CHEMMEDIA is not responsible.

(2) II. section 30 ("Availability") paragraphs 2 and 3 apply accordingly.

§ 58 Maintenance work, Response Times for the rectification of defects, ancillary obligations of the customer, blocking

The following provisions apply accordingly to hosting services:

1. Section II. § 31 ("Maintenance work");

2. Section II. § 32 ("Response times for the rectification of defects");

3. Section II. § 35 ("Secondary obligations of the customer");

4. Section II. § 36 ("Blocking").

VIII. Other services

§ 59 Subject matter of the contract

(1) Insofar as CHEMMEDIA provides other services for the customer (e.g. configuration and support of various learning management systems, consulting and support services including the implementation of workshops, instructions and training or services in connection with the programming, Customizing or integration of Software), the further details, in particular the scope of services, result from the Individual Contract.

(2) Other services are provided either as contractual services (section 60) or contractual services (section 61).

§ 60 Contractual services

(1) CHEMMEDIA regularly provides contractual services, in particular when CHEMMEDIA owes pure service according to the contractual agreements, as is the case, for example, with cooperation in larger projects under the management of the customer. CHEMMEDIA does not owe the production of a specific work or otherwise the achievement of a specific success. The customer, in particular his project manager, bears the overall responsibility for the professional, timely and budgetary realization of the project.

(2) If performance results arise in the course of the provision of contractual services, the specific content of the right of use results from the Individual Contract, or alternatively from the purpose of the service contract. The acquisition of the right of use is subject to the condition precedent of full payment of the remuneration owed.

(3) CHEMMEDIA is not obliged to check the results of the servicefor conflicting industrial property rights or other intellectual property of third parties.

(4) Documents, proposals, test programs and other items of CHEMMEDIA in connection with the contractual services, which are made available to the customer before or after the conclusion of the contract, shall be regarded as intellectual property and as business and trade secrets of CHEMMEDIA in the relationship between the parties. Unless otherwise stated above, they may not be used in any way whatsoever without the written permission of CHEMMEDIA and must be kept secret in accordance with Section I. § 25 ("Confidentiality and data protection"). In addition, Section I. § 16 ("Property rights") paragraphs 3 and 4 apply accordingly.

(5) Subject to an express agreement to the contrary in the Individual Contract, all deliveries and services by CHEMMEDIA that go beyond the purely contractual service are excluded. In particular, the customer shall provide all materials in connection with the service (e.g. texts, graphics, images, videos, third-party programs including Free Licenses) in accordance with Section I. § 13 ("Customer's provisions").

§ 61 Work services

The following provisions apply accordingly to work services:

1. Section VI. § 51 ("Acceptance");

2. Section VI. § 52 ("Scope of the customer's rights of use to produced e-learning content").

IX. Other provisions

§ 62 Exclusions of benefits

(1) The scope of performance of an Individual Contract concluded on the basis of these GTC, in particular

1. the creation of Individual Software including customizations;

2. all services performed at the customer's request outside Normal Business Hours, unless the contractually agreed service is to be performed outside Normal Business Hours;

3. all services performed at a location other than CHEMMEDIA's registered office at the customer's request;

4. the elimination of errors after the end of the liability for defects and outside a software maintenance and support contract;

5. work and services that become necessary due to improper use by the customer, regardless of whether these were carried out by the customer, his vicarious agents or other persons within the customer's sphere of influence;

6. work and services that become necessary due to force majeure or other circumstances for which CHEMMEDIA is not responsible;

7. work and services resulting from changed or new individual usage requirements of the customer;

8. work and services on non-contractual hardware and software;

9. work and services that are triggered by a use of CHEMMEDIA's IT systems by the customer or its vicarious agents that goes beyond the usual extent, e.g. frequent mass mailing of documents, permanent exports in full reconciliation and the effects of such use, such as in particular increased data traffic, increased use of storage space and computing power on the servers, increased utilization of networks and data lines as well as additional work and personnel costs for CHEMMEDIA

are not covered without a special express provision.

(2) The services referred to in paragraph 1 shall only be provided on the basis of a separate agreement in the Individual Contract and only against separate remuneration. Separate remuneration is only not owed if this is expressly regulated in the Individual Contract.

§ 63 Notifications and declarations

(1) Subject to a deviating provision in these GTC, the text form pursuant to Section 126b BGB (“German Civil Code”) (e.g. email) is sufficient, but also required, for the validity of declarations and notifications. On the other hand, declarations for which these GTC or the law expressly require this must be made in writing (Section 126 BGB (“German Civil Code”)), whereby transmission by telecommunication is sufficient to meet the deadline if the recipient receives the original written declaration as soon as possible.

(2) Subject to proof to the contrary, an e-mail shall be deemed to originate from the other party if the e-mail contains the name and e-mail address of the sender as well as a reproduction of the sender's name at the end of the message.

§ 64 Contact person

(1) The parties shall each name a contact person and a deputy in the Individual Contract, who can make decisions or bring about decisions at short notice and provide information within the scope of the power of representation to which they are entitled under the Individual Contract. Without a further specification in the Individual Contract, the power of representation of the contact persons and their respective deputies is limited in case of doubt to making decisions to concretize or specify the services agreed in the Individual Contract, to commission changes and extensions to the agreed services, to reschedule non-binding or bindingly agreed dates and to provide binding information.

(2) One party must notify the other party immediately of any changes to the named contact persons and/or their deputies. Until such notification is received, the previously named contact persons and/or their deputies shall be deemed authorized to make and receive declarations within the scope of their previous power of representation.

§ 65 Transfer of rights and obligations

CHEMMEDIA may transfer all rights and obligations arising from these GTC and the Individual Contracts concluded on their basis to third parties at any time. The customer may object to the transfer within one month if legitimate interests of the customer are impaired by the transfer, e.g. because the acquiring company is a direct competitor of the customer, does not offer the necessary knowledge and qualifications or there are reasonable doubts about its economic performance.

§ 66 Final provisions

(1) These GTC and all Individual Contracts concluded under their inclusion are subject exclusively to the law of the Federal Republic of Germany. The UN Sales Convention (CISG) is excluded; mandatory provisions of the UN Sales Convention (in particular Art. 12, Art. 28 and Art. 89 et seq. CISG) remain unaffected.

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes in connection with the Individual Contracts concluded subject to these GTC shall be the registered office of CHEMMEDIA. Any other statutory place of jurisdiction shall also apply to legal action brought by CHEMMEDIA against the customer. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by the above provisions.

(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance shall be the registered office of CHEMMEDIA, unless otherwise stated in the above provisions or the Individual Contract.

(4) A lawsuit may only be filed once the parties have attempted to reach an out-of-court settlement. The parties should agree on a neutral third party as mediator. The limitation period for all claims arising from the matter in dispute shall be suspended from the initiation of the settlement attempt by one of the parties until the end of the mediation. § Section 203 BGB (“German Civil Code”) applies accordingly. Court summary proceedings or the filing of an action to interrupt a statutory limitation period that cannot be extended by party agreement shall remain permissible at any time.

(5) Insofar as the Individual Contract concluded with the customer on the basis of these GTC contains regulatory gaps, the legally effective provisions that the parties would have agreed in accordance with the economic objectives of the Individual Contract if they had been aware of the gab shall be deemed to have been agreed to fill these gaps.

(6) This document is available in both an original German version and an English translation. The English translation is non-binding and is intended solely as a guide to the content of the regulations. The German-language original is therefore solely decisive for the content. The German version is also authoritative in the event of contradictions and ambiguities regarding interpretation.