General Terms and Conditions with Customer Information

This English text is a translation of the German original ("Allgemeine Geschäftsbedingungen mit Kundeninformationen") provided for convenience. The contractual relationship is governed by German law. In the event of any discrepancy between the two versions, the German version prevails. References to German statutes are given with their German abbreviations (BGB = German Civil Code, HGB = German Commercial Code).

1. General Provisions and Scope

1. These General Terms and Conditions (the "Terms") apply to all business relationships between meetergo GmbH, represented by its managing directors Dominik Rapacki and Richard Gödel, Hauptstr. 44, 40789 Monheim am Rhein, Germany, telephone: +49 221 16 12 239, fax: +49 221 16 12 100, e-mail: info@meetergo.com (the "Provider") and the Provider's customers (each a "Customer"; the Provider and the Customer together the "Parties").
2. These Terms apply exclusively where the Customer is an entrepreneur. Under Sec. 14 BGB, an entrepreneur is a natural or legal person, or a partnership with legal capacity, acting in the exercise of its trade, business or profession when entering into a legal transaction. By contrast, under Sec. 13 BGB a consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or profession.
3. Entrepreneurs within the meaning of these Terms also include public authorities, corporations, institutions, foundations, legal persons under public law and special funds under public law, provided they act exclusively under private law when entering into the contract.
4. The Provider's services are directed exclusively at entrepreneurs as defined in clause 1.2. The Provider may therefore require the Customer to provide adequate proof of entrepreneur status before the contract is concluded, for example by stating a VAT identification number or by other suitable evidence of status. The Customer must provide the data required for such proof completely and truthfully.
5. Only the Provider's Terms apply. If the Customer uses conflicting or supplementary general terms and conditions, their application is hereby rejected; they become part of the contract only if the Provider has expressly consented to them.
6. Unless otherwise agreed, these Terms apply to the Customer in the version valid at the time of the Customer's order or, in any event, in the version last communicated to the Customer in text form. They also apply as a framework agreement to future contracts of the same kind, without the Provider having to refer to them again in each individual case.

2. Subject Matter of the Contract

1. The subject matter of the contract is the provision, for a fee and limited to the term of the contract, of the right to use the Provider's "meetergo" software (the "Software") within the Customer's business, delivered over the internet.
2. The Provider also offers consulting, training and other support services (setup, support, configuration, data migration, installation, customising and similar; the "Support Services") relating to the Software it offers. The scope of the Support Services is agreed separately between the Parties and is remunerated separately. Beyond that, Support Services do not form part of the contract.
3. Depending on the Provider's applicable service description, the subject matter of the contract may be either a one-off supply of the Software or a continuing supply of the Software (a "Subscription Contract"). Under a Subscription Contract, the Provider undertakes to make the contractually agreed Software available to the Customer for the agreed contract term at the contractually agreed intervals.

3. The Provider's Services

1. The Provider grants the Customer the right to use the then-current version of the Software for the agreed number of authorised users, over the internet via browser access.
2. The Provider ensures that the Software functions and is available for the duration of the contractual relationship and will maintain it in a condition suitable for use in accordance with the contract.
3. The current scope of the Software's functions is set out in the current service description on the Provider's website at https://www.meetergo.com/de/features/ (English version: https://www.meetergo.com/en/features/).
4. The Customer may increase or reduce the number of authorised users of the Software as required, on the terms set out in the then-current price list.
5. Following conclusion of the contract, the Provider will also make user documentation available to the Customer in electronic form. The user documentation can be viewed at any time while the Software is being used and can be downloaded in a common file format.
6. The Provider may update and further develop the Software at any time and may in particular adapt it in response to changes in the law, technical developments or to improve IT security. In doing so, the Provider will give due consideration to the Customer's legitimate interests and will inform the Customer of necessary updates in good time. If the Customer's legitimate interests are materially impaired, the Customer has an extraordinary right of termination.
7. The Provider is not obliged to adapt the Software to the Customer's individual requirements or IT environment unless the Parties have agreed otherwise.
8. The Provider will carry out maintenance on the Software at regular intervals and will inform the Customer of this in good time. Maintenance is generally carried out outside the Customer's usual business hours, unless compelling reasons require maintenance to be carried out at another time.
9. The Provider will take backup measures to protect the data in line with the state of the art. The Provider is not, however, subject to any duty of safekeeping or custody in respect of the data. The Customer is responsible for backing up its data adequately.
10. Where use of the Software is offered via mobile applications ("Apps"), such use is subject to separate terms, which are agreed with the Customer's consent when the mobile application is downloaded.
11. The Software may contain links to third-party web services. These Terms do not apply to such services, which are provided not by the Provider but by a third party on the third party's own website, even where they are provided free of charge and/or where registration with the Provider is required in order to use them. Such services are governed exclusively by the general terms and conditions made available by the third party before the services are used, or by the applicable statutory provisions, in each case in the relationship between the Customer and the third party. The Provider merely provides technical access to those services.
12. The Customer remains the owner of the data stored on the Provider's servers and may request its release at any time.
13. Customers may test the Software free of charge for a period of seven (7) days after successfully registering. During the trial period, the Customer assesses whether the Software meets its requirements. The functional scope of the Software is restricted during the trial period; further information on the limitations applying during the trial period can be found in the Provider's applicable service description. The trial period ends automatically, without any termination by the Customer being required. Once the trial period has expired, the Customer is downgraded to a free account. The Provider does not provide support under clause 6 during the trial period. Likewise, no fault remedy under clause 7 and no warranty under clause 10 are provided during the trial period.

4. Formation of the Contract and Contract Language

1. The presentation and promotion of the Software described in the Provider's online shop do not constitute a binding offer by the Provider to conclude a contract; they are an invitation to the Customer to place a binding order for the Provider's Software.
2. The Customer may submit an offer by completing the online order form integrated into the Provider's online shop. The data the Customer must enter in order to submit the offer are set out in the input fields of the online order form. By entering the data in the online order form and clicking the button that completes the order process, the Customer submits a legally binding offer to conclude a contract in respect of the selected Software. The Customer may correct its entries at any time before submitting the legally binding order using the usual keyboard and mouse functions. However, the Customer can only place and submit the order if it accepts the Provider's Terms by ticking the checkbox ("I have read and accept the General Terms and Conditions and acknowledge the Privacy Policy."). The Customer may also place a legally binding order with the Provider by e-mail or by post.
3. The Provider may accept the Customer's offer:
   • by sending the Customer an order confirmation in written or text form (for example by post, e-mail or fax), in which case the decisive point in time is the Customer's receipt of the order confirmation; or
   • by requesting payment from the Customer after the Customer has placed its order; or
   • by the payment transaction being carried out by the payment service provider selected by the Customer in its order. In this case, the time at which the contract is concluded depends on the payment method selected in accordance with clause 9.5.
4. If more than one of the above alternatives applies, the first to occur is decisive for the formation of the contract. If the Provider does not accept the Customer's offer within the applicable acceptance period, this is deemed to be a rejection of the offer and the Customer is no longer bound by its declaration of intent.
5. On conclusion of the contract, the Provider stores the contract text including these Terms in compliance with data protection law and sends it to the Customer in written or text form (by post or e-mail) after the Customer has submitted its order. The Provider does not make the contract text accessible in any other way. The Customer can view the contract text in its user account on the Provider's website, provided the Customer set up a customer account before submitting the order. The order data are stored in the Provider's system and can be viewed and retrieved by the Customer in the password-protected customer account using its login credentials.
6. The Provider may also make the contract text including these Terms available by referring to an online source (for example by link).
7. The contract may be concluded in German or English.
8. The Customer must ensure that the e-mail address it provides for processing the order is correct, so that e-mails sent by the Provider can be received at that address. In particular, where the Customer uses spam filters, the Customer must ensure that all e-mails sent by the Provider or by third parties instructed by the Provider to process the order can be delivered.
9. Where the Parties have agreed special terms, these do not, as a rule, apply to concurrent or future contractual relationships with the Customer.

5. Rights of Use

1. The Software is not physically handed over to the Customer.
2. In respect of the then-current version of the Software, the Customer receives, for the contractually agreed number of users, a non-exclusive right to use the Software by means of browser access in accordance with the provisions below. That right may not be sublicensed or transferred and is limited to the term of the contract.
3. The Customer may use the Software only within its own business activities and only through its own personnel. Any use of the Software beyond this is not permitted.

6. Support

1. The Provider maintains a support service for Customer enquiries concerning the functions of the Software. Unless a different support service is agreed between the Parties, enquiries may be submitted via the interface provided in the app, by e-mail or via the live chat function, Monday to Friday from 09:00 to 18:00 (excluding public holidays at the Provider's registered office). Enquiries are processed in the order in which they are received.

7. Service Levels and Fault Remedy

1. The Provider's Software is offered subject to availability. Availability means the Customer's ability to use all main functions of the Software. Maintenance periods and periods of disruption, restricted availability or unavailability ("Faults") count as periods of availability of the Software provided the applicable remedy times are met. Periods of immaterial Faults are disregarded when calculating availability. The Provider's measuring instruments in the data centre are decisive as evidence of availability.
2. One hundred per cent availability of the Software is not technically achievable and therefore cannot be guaranteed to the Customer. The Software is available to Customers around the clock with a monthly availability of at least 99%. The Provider endeavours to keep the Software available as consistently as possible. Maintenance, security or capacity requirements in particular, as well as events outside the Provider's control (disruptions to public communications networks, power outages, hosting failures, hacking attacks, failures of telecommunications lines beyond the handover point to the internet and similar) may lead to Faults or to the temporary suspension of the Software and are not counted towards the minimum availability. Availability is calculated on the basis of the time falling within the relevant calendar month during the contract term, less maintenance periods.
3. When determining availability, downtime is not taken into account where it:
   • is not attributable to the Provider, in particular impairments resulting from failures and/or malfunctions of technical systems and/or network components outside the Provider's area of responsibility (IT attacks, improper use of the Software by the Customer, defective manufacturer specifications and similar); or
   • results from maintenance work agreed with the Customer or unforeseeably required and not attributable to the Provider.
4. Faults occurring in the course of using the Software must be reported to the Provider without undue delay. Fault reporting and fault remedy are ensured on working days (excluding Saturdays and public holidays officially recognised at the Provider's place of business) during the hours stated on the Provider's website (support).
5. Faults are divided into the following categories:
   • Category 1 (very high priority): The Fault causes the entire system or material parts of it to fail. Use of the entire system or of material parts of it is entirely or almost entirely impossible. The Customer's business operations are impaired to such an extent that an immediate remedy is essential. The Provider responds within one (1) hour of receiving the Customer's fault report.
   • Category 2 (high priority): The Fault impairs use of the system to such an extent that meaningful use is impossible or possible only with disproportionate effort. The Provider responds within two (2) hours of receiving the Customer's fault report.
   • Category 3 (normal priority): Other Faults that do not impair use of the system, or impair it only immaterially. The Provider responds within one (1) working day of receiving the Customer's fault report.
6. The response time begins when the fault report is received by the Provider. It is met if the Customer is informed of the Provider's initial assessment of the problem within the periods stated above. The Provider remedies Faults:
   • of Category 1 within 24 hours;
   • of Category 2 within 48 hours; and
   • of Category 3 within ten (10) days of receipt of the fault report.
7. Whether immaterial Faults are remedied is at the Provider's discretion.
8. The Provider decides, at its reasonable discretion, which means it uses to remedy a Fault. If a Fault cannot be successfully remedied within the periods stated above, the Provider must inform the Customer without undue delay of the additional time required to remedy the Fault.

8. The Customer's Obligations

1. The Customer is obliged to create the technical conditions required to use the Software.
2. The Customer must protect and store the login credentials provided to it against access by third parties in line with the state of the art. The Customer will ensure that the Software is used only within the contractually agreed scope. Any unauthorised access must be reported to the Provider without undue delay.
3. The Customer is obliged not to store any data or content in the storage space provided whose use infringes applicable law, official orders, third-party rights or agreements with third parties.
4. Before storing or using data in the Software, the Customer will check it for viruses and other harmful components and will use measures in line with the state of the art for this purpose (for example anti-virus software).
5. The Customer is responsible for carrying out appropriate data backups at regular intervals.

9. Prices and Payment Terms

1. Unless the Provider's offer states otherwise, the remuneration stated is a total price. The Customer undertakes to pay the Provider the agreed monthly remuneration for the provision of the Software. Unless otherwise agreed, the remuneration is determined by the Provider's price list valid at the time the contract is concluded. The remuneration stated is in euros and is a net price plus statutory VAT at the rate applicable on the invoice date.
2. The Provider reserves the right to adjust the remuneration at its reasonable discretion in order to maintain the balance between price and performance, so that it can respond appropriately to future increases or decreases in costs and to resulting changes in its cost position that cannot otherwise be offset. The cost elements and benchmarks that may be taken into account for such an adjustment include the modification, extension and/or adaptation of the contractual usage options of the Provider's SaaS services, administrative and overhead costs (rent, financing and transaction costs, personnel and service-provider costs, energy and internet access costs, IT development costs and similar), as well as taxes, fees, contributions and other charges imposed by the state. Any adjustment to the remuneration takes effect one (1) month after it is announced. The Customer's right of termination under clause 12 remains unaffected.
3. The Customer is obliged not to store any data or content in the storage space provided whose use infringes applicable law, official orders, third-party rights or agreements with third parties.
4. The Customer must raise any objections to the invoicing of services rendered by the Provider in writing, within 14 days of receiving the invoice, with the office stated on the invoice. Once that period has expired, the invoice is deemed to have been approved by the Customer. When sending the invoice, the Provider will specifically draw the Customer's attention to the significance of its conduct.
5. The Customer may pay the remuneration using the following payment method(s), at its option:
   • Under the "Stripe" payment service, the Provider offers the Customer various payment methods via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland ("Stripe"). The individual payment methods offered via Stripe are communicated to the Customer on the Provider's website. Stripe may use further payment services to process payments, which may be subject to special payment terms; the Customer will be notified of these separately where applicable. Further information is available at stripe.com/en-de/payments/payment-methods-guide and stripe.com/payment-terms/legal.
6. On expiry of the above payment period, the Customer is in default. During the period of default, interest accrues on the outstanding remuneration at the applicable statutory default interest rate. The Provider reserves the right to claim further damages caused by default (for example reasonable costs of necessary legal defence including all court and lawyers' fees, and costs of dunning or debt collection proceedings). As against merchants, the Provider's claim to commercial interest on maturity (Sec. 353 HGB) remains unaffected. Where receivables are overdue, incoming payments from the Customer are applied first to any costs and interest and then to the oldest receivable.
7. The Customer is entitled to set-off only if its counterclaims have been finally and non-appealably established, are undisputed and mutually connected with the Provider's principal claim, or have been acknowledged by the Provider.
8. The Customer's right of retention is excluded unless the Customer's counterclaim arises from the same contractual relationship and is undisputed or has been finally and non-appealably established. Exercising this right requires written notice to the Provider.
9. If, after the contract has been concluded, it becomes apparent (for example through an application to open insolvency proceedings) that the Provider's claim to the remuneration is jeopardised by the Customer's lack of ability to pay, the Provider is entitled under the statutory provisions to refuse performance and — where applicable after setting a deadline — to withdraw from the contract (Sec. 321 BGB).

10. Liability for Defects

1. The warranty provisions of German tenancy law (Secs. 535 et seq. BGB) apply to the granting of the right to use the Software.
2. The Customer must notify the Provider of any defects without undue delay.
3. The Provider's warranty is excluded where the Software's functionality and operational readiness are impaired only immaterially. Strict liability under Sec. 536a (1) BGB for defects that already existed when the contract was concluded is excluded.

11. Liability for Damages and Indemnification

1. In respect of the services rendered by the Provider, the Provider, its legal representatives and its vicarious agents are liable without limitation:
   • in cases of intent or gross negligence;
   • in cases of intentional or negligent injury to life, body or health;
   • where a guarantee has been given, to the extent agreed between the Parties;
   • to the extent that the German Product Liability Act applies.
2. In the event of a breach of material contractual obligations, liability for ordinary negligence is limited to the foreseeable damage typical of this type of contract, unless liability is unlimited under clause 11.1. Material contractual obligations are those obligations which the contract, according to its content, imposes on the Provider in order to achieve the purpose of the contract, whose fulfilment makes the proper performance of the contract possible in the first place, and on whose observance the Customer may regularly rely (so-called cardinal obligations).
3. In cases of slight negligence, liability is limited in amount to the foreseeable damage that must typically be expected to arise. In the case of financial loss, liability is limited to the threefold annual aggregate of the sum insured per insurance year (currently EUR 300,000.00). Insurance cover exists to that extent under a media liability insurance policy.
4. Any further liability of the Provider is excluded.
5. The Provider warrants that the Software does not infringe any third-party rights. The Provider will indemnify the Customer on first demand against all third-party claims arising from infringements of intellectual property rights for which the Provider is responsible and which are connected with the contractual use of the Software, and will reimburse the costs of reasonable legal defence. The Customer will inform the Provider without undue delay of any claims asserted against it by third parties on the basis of the contractual use of the Software, and will grant the Provider all powers of attorney and authorisations required to defend against those claims.
6. The Customer warrants that the content and data stored on the Provider's servers, and their use and provision by the Provider, do not infringe applicable law, official orders, third-party rights or agreements with third parties. The Customer will indemnify the Provider on first demand against claims asserted by third parties on the basis of a breach of this clause, and will reimburse the costs of reasonable legal defence. The Customer will inform the Provider without undue delay if third parties assert claims against the Provider that fall within the above indemnification obligation. The Customer is obliged to provide the Provider, completely, truthfully and without undue delay, with all information available to it about the matter in written or text form (by post or e-mail). Any further claims of the Provider remain unaffected.

12. Contract Term and Termination

1. The contract term begins when the contract is concluded. During the ordering process, the Customer may choose between a monthly and an annual contract term.
2. If the Customer opts for a monthly contract term, the contract term is one (1) month beginning on the conclusion of the contract. Unless the Provider's applicable service description specifies a different renewal period, or a different period has otherwise been agreed, the contract is automatically renewed for a further one (1) month unless it has been effectively terminated. The contract may be terminated at any time during the minimum term with effect from the end of that minimum term.
3. If the Customer opts for an annual contract term, the contract term is twelve (12) months beginning on the conclusion of the contract. Unless the Provider's applicable service description specifies a different renewal period, or a different period has otherwise been agreed, the contract is automatically renewed for a further twelve (12) months unless it has been effectively terminated. The contract may be terminated at any time during the minimum term with effect from the end of that minimum term.
4. The fee for contracts falls due for payment in advance at the beginning of the respective contractually agreed interval.
5. The Customer is obliged to keep its data (in particular its billing data) up to date at all times and, in the event of changes, to update its data itself or notify the Provider of them.
6. Each Party's right to terminate the contract in whole or in part for good cause — without observing a notice period — within a reasonable time of becoming aware of the grounds for termination remains unaffected. Good cause exists where facts are present which, taking all circumstances of the individual case into account and weighing the interests of both Parties, mean that the terminating Party cannot reasonably be expected to continue the contract. Where the good cause consists of a breach of a contractual obligation, termination is permissible only after a deadline set for remedying the breach has expired without success, or after a warning has been issued without success, unless setting a deadline is dispensable under Sec. 314 in conjunction with Sec. 323 (2) BGB. In the event of termination for good cause, the Provider is entitled to remuneration for the services rendered under the contract up to the point at which the termination takes effect. However, no remuneration is payable for services which the Customer demonstrates are of no interest to it as a result of the termination.
7. The Customer's user account is deleted after the contract ends. The Customer is itself responsible for backing up its data. The Provider will, however, provide the Customer with reasonable assistance at its own expense in transferring back or securing the data after the contract ends. The Provider will irretrievably delete all Customer data remaining on its servers 30 days after the contract ends. The Provider has no rights of retention or lien over the data.
8. Contracts may be terminated in written or text form (for example by e-mail or by post) or via the user account.

13. Data Protection and Confidentiality

1. Each Party will comply with the data protection provisions applicable to it.
2. If and to the extent that the Provider processes personal data on behalf of the Customer, the data processing agreement, version 2.2, permanently available at https://help.meetergo.com/legal/meetergo-dpa-v2.2-de.pdf, becomes part of this contract and is concluded electronically upon conclusion of this contract. The Provider processes the personal data concerned exclusively in accordance with that data processing agreement and the Customer's documented instructions. In the event of any conflict with these Terms, the data processing agreement prevails on matters of processing on behalf of a controller. A data processing agreement individually agreed between the Parties takes precedence over the standard agreement.
3. The Provider undertakes to keep confidential all confidential information (including trade secrets) that it learns in connection with this contract and its performance, and not to disclose it to third parties, pass it on or otherwise use it. Confidential information means information that is marked as confidential or whose confidential nature follows from the circumstances, regardless of whether it was communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply to the extent that the Provider is required to disclose the confidential information by law or on the basis of a final and binding decision of an authority or court. The Provider undertakes to agree provisions identical in content to this clause with all of its employees and subcontractors.

14. Amendments to These Terms

1. The Provider reserves the right to amend these Terms at any time without stating reasons, unless this is unreasonable for the Customer. The Provider will notify the Customer of amendments to these Terms in text form in good time. If the Customer does not object to the application of the new Terms within four (4) weeks of the notification, the amended Terms are deemed to have been accepted by the Customer. In the notification, the Provider will draw the Customer's attention to its right to object and to the significance of the objection period. If the Customer objects to the amendments within that period, the contractual relationship continues on the basis of the original Terms.
2. The Provider further reserves the right to amend these Terms:
   • to the extent that the Provider is required to do so by a change in the law;
   • to the extent that the Provider is thereby complying with a court judgment or an administrative decision directed against it;
   • to the extent that the Provider introduces additional, entirely new services or service elements that require a service description in these Terms, unless the existing contractual relationship is thereby altered to the Customer's disadvantage;
   • where the amendment is solely to the Customer's advantage; or
   • where the amendment is purely technical or procedural in nature, unless it has material consequences for the Customer.
3. The Parties' rights of termination remain unaffected.

15. Final Provisions

1. These Terms and the contractual relationship between the Parties are governed by the law of the Federal Republic of Germany, to the exclusion of uniform international law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. The Customer may not assign claims arising from the contract concluded between the Parties, in particular any claims for defects.
3. If the Customer is a merchant within the meaning of the German Commercial Code, an entrepreneur within the meaning of Sec. 14 BGB, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction — including internationally — for all disputes arising directly or indirectly from the contractual relationship is the Provider's place of business. In all cases, the Provider is also entitled to bring an action at the place of performance of the obligation under these Terms or under an individual agreement taking precedence over them, or at the Customer's general place of jurisdiction. Overriding statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.

Version: 10 November 2023