General Terms and Conditions

1 General - Scope of Application

1.1 These Terms and Conditions of nocuma-IT GmbH apply exclusively; nocuma-IT GmbH does not recognize any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions unless nocuma-IT GmbH has expressly agreed to their validity in writing. These Terms and Conditions also apply if nocuma-IT GmbH executes the customer's order without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from these Terms and Conditions.

1.2 All agreements made between nocuma-IT GmbH and the customer for the execution of an order must be set out in writing. This also applies to the waiver of this written form requirement.

1.3 These Terms and Conditions also apply to all future business with the customer.

1.4 If these general terms and conditions are or become partially invalid, the validity of the remaining provisions shall not be affected. If an invalid provision affects an ongoing contractual relationship, the parties shall agree on a valid provision to replace the invalid provision which comes closest to the intended economic success and the purpose of the contract.

2 Subject Matter of the Contract, Contract Execution

2.1 The specific services to be provided by nocuma-IT GmbH result from the service description.

2.2 For the respective call-off of individual (or multiple) services under the respective order, the customer shall issue a written service order containing the contact details as well as the agreed content and scope of the order. The services to be fulfilled according to the schedule shall be coordinated before the start of the assignment and noted in the proof of performance.

2.3 Insofar as services are delivered individually, the customer will confirm the delivery and/or declare acceptance without delay after the completion of each individual service phase (milestones); otherwise, the overall acceptance of the service phases or the declaration of complete delivery will take place within a reasonable period after completion/provision of the service. The respective release periods are determined individually as part of the implementation of the services.

2.4 As part of the service provision, nocuma-IT GmbH warrants that the work results provided meet the contractually assumed purpose. Insofar as nocuma-IT GmbH provides result-oriented services as part of the activity under the respective order, the regulations on the provision of work services apply accordingly, whereby nocuma-IT GmbH has a priority right to remedy defects and the limitation period for liability for defects is set at one year. Further rights are only available to the customer if they have set a reasonable grace period for the remedy of defects, stating the defects (still) to be remedied, after the conclusion of the attempt to remedy defects by nocuma-IT GmbH.

3 Invoicing, Contract Fees

3.1 nocuma-IT GmbH keeps daily/hourly or object-related records of the services rendered, which are to be signed off for acceptance by the project manager responsible at the customer's site or their representative (proof of performance) and attaches these to its invoices. The signed proof of performance forms the basis for remuneration. The proof of performance can also be kept computer-aided or in another suitable manner.

3.2 Invoicing with the performance/hourly record takes place, unless otherwise agreed, monthly in arrears for the completed month or, for services that are not provided regularly, after the service has been provided.

3.3 Travel times, travel costs, and ancillary costs are not included in the service prices and are remunerated separately.

3.4 All fees mentioned are in euros plus statutory value-added tax at the time of invoicing. If taxes or customs duties are levied on the deliveries or services due to cross-border deliveries, these shall be borne by the customer.

3.5 Unless otherwise agreed individually, the payment term for payments under this contract is 14 days for the customer after receipt of the invoice.

3.6 The customer will be informed of planned changes to the contract fees by nocuma-IT GmbH at least 8 weeks before they take effect. The customer is entitled to terminate this contract with a notice period of 14 days to the time of the planned taking effect after receiving the notice of the price adjustment. The receipt of the customer's declaration of intent by nocuma-IT GmbH is decisive for compliance with the deadline.

4 Rights and Obligations of the Customer

4.1 The customer creates all prerequisites for the working capability of nocuma-IT GmbH employees at the respective data processing units. This includes in particular the regulation of access to the premises as well as access to hardware and software and the setup of all necessary network accounts.

4.2 For successful project implementation, the delivery of materials (e.g., status recording of data processing systems, documentation, technical information, etc.) and the provision of further services (e.g., workplace and necessary communication means for on-site assignments, access to data processing units, downtime of systems, etc.) by the customer is essential. In particular, it is imperative that such materials and/or provisions are available for the project in a timely manner during the term of the contract and are provided by the customer immediately upon request by nocuma-IT GmbH.

4.3 Intensive cooperation by the customer is essential for successful contract execution. In particular, it is imperative that the contact person designated by the customer or their representative is constantly available for the project during the contract term. Further persons whose needs-oriented availability is essential for smooth contract execution must be made available by the customer upon request.

4.4 nocuma-IT GmbH has the right, in the interest of providing high service quality, to carry out evaluations of the assignments performed with the customer, in which the customer will participate or make the respective employees available.

5 Rights and Obligations of nocuma-IT GmbH

5.1 nocuma-IT GmbH has the right to transfer the execution of work entirely or partially to third parties at its own discretion. However, nocuma-IT GmbH remains obligated to the client for the execution of the work based on the contract. If the customer raises justified objections against the employment of a subcontractor in individual cases, nocuma-IT GmbH will endeavor to have the work performed or to be performed by the objected subcontractor carried out by another subcontractor or to perform it itself.

5.2 The third parties (subcontractors) deployed by nocuma-IT GmbH at the customer's site act as independent contractors of nocuma-IT GmbH. They have no contractual relationship with the customer. Division of labor, nature, and all other essential features of the activity as well as any new dispositions are to be agreed directly between the customer and nocuma-IT GmbH, taking the customer's wishes and the special circumstances of this contract into account. nocuma-IT GmbH and/or third parties deployed by nocuma-IT GmbH are not subject to the customer's right to issue instructions or directions. However, they must observe the customer's technical specifications insofar as this is necessary for proper order execution.

6 Intellectual Property

6.1 All copyright usage rights and other commercial property rights or other rights that existed prior to the placement of the order remain the sole intellectual property of the respective owner. Within the scope of service provision, however, the necessary rights for use within the scope of services described in this contract for the necessary duration are transferred to the respective other contracting party as a simple usage right, which needs this right to perform its services or contractually agreed use. This applies in favor of nocuma-IT GmbH in particular to software installed on systems or data processing units with respect to which nocuma-IT GmbH provides services under these conditions.

6.2 Unless otherwise regulated, nocuma-IT GmbH is exclusively entitled to all copyright usage rights and other commercial property rights or other rights to the service results of any kind (including the right to apply for a patent, utility model, or trademark) that arise within the scope of the execution of the order. However, nocuma-IT GmbH transfers to the customer, insofar as necessary for the execution of the respective contract or for the use of a service result based on the respective contract, a simple, non-exclusive usage right, limited in time to the term of this contract but geographically unrestricted, to the respective service result without separate remuneration, since this remuneration is covered by the agreed fees.

7 Data Storage / Data Protection

7.1 Service-related or customer-related data arising or generated during the project are stored and processed by nocuma-IT GmbH on its servers or other data processing units. The customer expressly agrees to this.

7.2 The customer undertakes to obtain the declarations of consent required by the relevant laws for storage and use for personal data of third parties stored on the data processing units of nocuma-IT GmbH and handed over by them to nocuma-IT GmbH. This applies in particular to personal data of users of data processing units with respect to which nocuma-IT GmbH provides services under these conditions.

7.3 Within the scope of contract execution, nocuma-IT GmbH and its subcontractors will access the data of the data processing units and - if necessary - the customer's networks; these parties therefore undertake to keep the data necessary for access as well as the data stored there secret and not to pass them on to third parties, not even within their own company.

7.4 After termination of the contract, nocuma-IT GmbH still has the right to retain the project data on nocuma-IT GmbH's data processing units for a period of 6 months. After the expiry of this period, nocuma-IT GmbH is - insofar as the data must be kept under statutory archiving obligations - entitled to keep this data until the end of the archiving obligations.

7.5 nocuma-IT GmbH and its subcontractors are bound to data secrecy according to § 5 BDSG (German Federal Data Protection Act).

8 Confidentiality

8.1 Each party ("Recipient") acknowledges that all confidential information (oral, written, or digital information) it receives from the respective other party ("disclosing or other party") in connection with this contract (before or after the contract comes into effect), including, but not limited to, all intellectual property, software, computer code (object and source code), algorithms, procedures, ideas, concepts, inventions (patentable or non-patentable inventions), know-how, technical information, technical drawings, development tools, techniques, and all other business, product, research, development, technical, and financial information ("confidential information") constitutes confidential information of the other (disclosing) party.

8.2 The Recipient undertakes:

• to treat the confidential information of the other party confidentially and not to pass it on to third parties without the prior written consent of the disclosing party;
• to use the confidential information of the disclosing party only insofar as this is necessary for the fulfillment of its obligations under this contract;
• to restrict access to confidential information of the other party to its employees and contractors who need to have knowledge of it for the purposes of this contract, provided that these employees and contractors are contractually bound in writing to appropriate confidential treatment.

Unless expressly stated otherwise in this contract, no provision of this contract grants either party any rights to intellectual property rights of the respective other party or any rights to confidential information of the respective other party.

8.3 The Recipient is not subject to any obligations under this "Confidentiality" section with regard to information for which the Recipient can prove that:

• this information was lawfully in the possession of the Recipient without a confidentiality obligation to the other party existing upon receipt of the information, which must be evident from the files and records of the Recipient immediately before the disclosure;
• this information is or becomes generally known on a non-confidential basis in the respective industry without any act or omission on the part of the Recipient;
• it was lawfully handed over to the Recipient by a third party without restriction regarding disclosure;
• the information was expressly released in writing by the other party.

The Recipient may use or disclose confidential information of the other party to the extent necessary to comply with applicable governmental regulations or court orders; provided that the Recipient informs the other party in advance in an appropriate form about such disclosure and makes reasonable efforts to guarantee the confidential treatment of the confidential information of the other party prior to its disclosure and only discloses the necessary minimum of information to meet the requirements.

8.4 The Recipient undertakes to inform the other party in writing of any misuse, unauthorized disclosure, or other unlawful use of confidential information of this party immediately after the Recipient becomes aware of a misuse, unauthorized disclosure, or other unlawful use.

8.5 The above provisions also apply to data that third parties disclose to one of the parties within the scope of this contract.

9 Liability

9.1 In the event of gross negligence or intent, nocuma-IT GmbH is liable according to statutory provisions; the following limitations of liability do not apply in these cases.

9.2 In the event of simple negligence, insofar as an essential contractual obligation has been violated or a case of impossibility or default exists, liability for damages that do not arise from injury to life or limb is limited to such damages that were foreseeable at the conclusion of the contract and according to the usual course of the contract. In other cases of simple negligence, liability is limited to direct damages, in particular recovery costs.

9.3 Liability for all cases of simple negligence (Para. 2) is limited to the amount of the benefits of nocuma-IT GmbH's business liability insurance; in the event of gross negligence and intent (Para. 1), the client may be referred primarily to the benefits of nocuma-IT GmbH's business liability insurance. The insurance provides a flat-rate coverage of EUR 3,000,000.00 for personal injury and property damage and EUR 250,000.00 for financial losses per insured event. nocuma-IT GmbH will maintain the insurance to the aforementioned extent at its own expense during the respective order term.

9.4 nocuma-IT GmbH is liable to the customer or a third party, regardless of whether this third party is affiliated with the customer or not, for all indirect losses or damages arising directly or indirectly from the rights and obligations granted under this contract only in the event of intent or gross negligence.

9.5 The agreed limitations of liability also apply in the event of initial inability on the part of nocuma-IT GmbH or its subcontractors/suppliers, whereby in this case liability is limited to the amount of the benefits of nocuma-IT GmbH's business liability insurance (see paragraph 3 above). The above limitations of liability apply in the event of simple negligence also in favor of employees and other staff of nocuma-IT GmbH as well as in favor of the subcontractors/suppliers of nocuma-IT GmbH.

9.6 The customer is aware that, within the scope of their duty of care, they must ensure regular backup of their data in particular and take all reasonable additional backup measures in the event of a suspected error.

9.7 Furthermore, claims for damages against nocuma-IT GmbH arising from malfunctioning software are excluded, unless
a) the software in question was purchased by the customer from nocuma-IT GmbH and developed by nocuma-IT GmbH, installed by nocuma-IT GmbH, and supported within the scope of the respective project or
b) nocuma-IT GmbH can assert claims against the manufacturer or supplier and these are legally awarded to nocuma-IT GmbH out of court or in court.

9.8 nocuma-IT GmbH assumes no liability for data that is lost or otherwise becomes unusable due to incorrect use or operation, repairs or improper interventions by third parties, malfunctions, battery problems, software errors, or other reasons for which nocuma-IT GmbH is not responsible.

9.9 The above limitations of liability according to the preceding paragraphs do not restrict statutory claims under the Product Liability Act. Liability for damages arising from injury to life, limb, or health based on a negligent breach of duty by nocuma-IT GmbH or an intentional or negligent breach of duty by a legal representative or vicarious agent of nocuma-IT GmbH is not affected by the above limitations of liability. Liability for guarantees is unlimited, insofar as the guarantee was specifically intended to protect the customer against the damage that occurred.

10 Retention of Title

10.1 nocuma-IT GmbH retains title to the subject of the contract until receipt of all payments arising from the contract. In the event of behavior contrary to the contract by the customer, in particular default in payment, nocuma-IT GmbH is entitled to take back the subject of the contract and to retain parts of the subject of the contract that have not yet been delivered. The repossession of the subject of the contract by nocuma-IT GmbH does not constitute a withdrawal from the contract unless nocuma-IT GmbH has expressly stated this in writing. The seizure of the subject of the contract by nocuma-IT GmbH always constitutes a withdrawal from the contract. After repossessing the subject of the contract, nocuma-IT GmbH is authorized to realize it; the realization proceeds are to be offset against the customer's liabilities - less actual realization costs.

10.2 The customer is obliged to notify nocuma-IT GmbH immediately of any attachments or other interventions by third parties so that nocuma-IT GmbH can file a suit according to § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is unable to reimburse nocuma-IT GmbH for the judicial and extrajudicial costs of a successful suit according to § 771 ZPO, the customer is liable for the loss incurred by nocuma-IT GmbH.

10.3 The customer is entitled to resell the subject of the contract in the ordinary course of business; however, they already now assign to nocuma-IT GmbH all claims in the amount of the outstanding invoice amount (incl. VAT) accruing to them from the resale against their buyers or third parties, regardless of whether the subject of the contract has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. nocuma-IT GmbH's authority to collect the claim itself remains unaffected by this. However, nocuma-IT GmbH undertakes not to collect the claim as long as the customer meets their payment obligations from the collected proceeds, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, nocuma-IT GmbH may demand that the customer disclose the assigned claims and their debtors to nocuma-IT GmbH, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment.

10.4 The processing or transformation of the subject of the contract by the customer is always carried out for nocuma-IT GmbH. If the subject of the contract is processed with other items not belonging to nocuma-IT GmbH, nocuma-IT GmbH acquires co-ownership of the new item in proportion to the value of the subject of the contract to the other processed items at the time of processing. For the rest, the same applies to the item resulting from processing as to the subject of the contract delivered under reservation.

10.5 If the subject of the contract is inseparably mixed with other items not belonging to nocuma-IT GmbH, nocuma-IT GmbH acquires co-ownership of the new item in proportion to the value of the subject of the contract to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is deemed to be agreed that the customer transfers proportionate co-ownership to nocuma-IT GmbH. The customer keeps the sole ownership or co-ownership thus created for nocuma-IT GmbH.

10.6 nocuma-IT GmbH undertakes to release the securities to which it is entitled at the customer's request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is incumbent upon nocuma-IT GmbH.

11 Final Provisions

11.1 Obstacles to performance, delivery, and acceptance due to natural disasters, war, industrial action, lack of raw material supply, or other cases of force majeure at nocuma-IT GmbH or affiliated companies or companies entrusted with the execution of subcontracts as well as due to official orders or other circumstances which cannot be averted, are not within the power of the contracting parties or which cannot be averted or compensated for even with reasonable technical and economic effort, release the customer from fulfilling the contractual obligations under this contract for the duration of the event. The contracting party hindered from fulfilling the contract is obliged to notify the other contracting party immediately, explaining the circumstances hindering them from fulfilling the contract; they will also do everything in their power and economically justifiable to eliminate the obstacle to performance or acceptance as quickly as possible.

11.2 Written form within the meaning of these conditions includes written communication by e-mail, fax, and letter.

11.3 This agreement is subject to the law of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods and international private law. The place of jurisdiction for all disputes arising from this contract, including its annexes, is Hauroth, provided the customer is an entrepreneur (in the exercise of their entrepreneurial activity), a merchant, or a special fund under public law.