GENERAL TERMS AND CONDITIONS FOR SERVICES AND PRODUCTS

OF DELTIA GMBH

[April 28th, 2023]

1. KEY DEFINITIONS

Agreement The agreement between Deltia and the Customer for the Process Analytics Project

with the contractual components detailed in section 2.1.

Customer The company defined in the Order.

Deltia Deltia GmbH, Max-Urich-Str. 3, AI Campus, 13355 Berlin.

Deltia Dashboard Cloud-based platform for networking data from production, maintenance and

engineering with the inclusion of self-learning systems.

Features Features/feature sets selectable by the Customer that Deltia offers in connection with

the provision of the Deltia Dashboard.

GTC These General Terms and Conditions.

Order The document signed by both Parties by hand by authorized representatives, in which the

scope of the Process Analytics Project is agreed.

Party/Parties Deltia and/or the Customer.

Process Analytics Project The project agreed by the Parties with the Agreement, consisting of

the pilot and live phases.

Service Agreement The document signed by both Parties by hand authorized representatives, in

which the services for the respective phase are agreed.

Specifications The terms of reference that apply to the respective Features/feature set.

2. COMPONENTS AND CONCLUSION OF THE CONTRACT

2.1 The Agreement regulates the contractual relations between the Parties within the scope of the Process

Analytics Project. It comprises the following contractual components:

2.1.1 Order in its current version,

2.1.2 Service Agreement for pilot phase or Service Agreement for live phase (depending on the

phase in which the Process Analytics Project is currently in) including user documentation (see

section 3),

2.1.3 Specifications for the Features (if any),

2.1.4 SUPPORT SERVICES AND SERVICE LEVEL TERMS AND CONDITIONS OF DELTIA

GMBH ("Support Terms") and

2.1.5 these GTC.

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In the event of a conflict between components of the Agreement, the above order shall apply.

2.2 The Agreement between Deltia and the Customer is concluded upon receipt by Deltia of the order

confirmation confirming the Customer's previous order by the Customer, at the latest upon the

provision of the services and/or products by Deltia.

2.3 The contracting Parties can only be entrepreneurs within the meaning of § 14 of the German Civil

Code (Bürgerliches Gesetzbuch – "BGB"), legal entities under public law and special funds under

public law. Deltia reserves the right to request appropriate proof of entrepreneurial status before

concluding the Agreement.

2.4 General and other terms and conditions of the respective Customer shall only apply if and to the extent

that their validity is expressly acknowledged by Deltia in writing.

3. SCOPE

3.1 In the Order, the Parties agree on the scope of the Process Analytics Project, in particular:

3.1.1 start and end of the respective project phase (pilot and live phase);

3.1.2 booking of Features and analytics;

3.1.3 definition of the workstations concerned; and

3.1.4 remuneration.

3.2 Changes to the Order in the course of the Process Analytics Project are part of the nature of the

cooperation between the Parties. However, such changes are only valid if a new Order is signed by

both Parties by hand by persons authorized to represent them. Each Agreement shall enter into force

upon signature by both Parties and shall be valid until the signing of a new Agreement by both Parties,

so that the most recent version shall apply. The Orders are numbered consecutively.

3.3 The contractual services and products of Deltia (collectively "Deltia Products") include – if agreed –

in particular:

3.3.1 Software usage; licensing of Deltia Dashboard and Features

Permission to use Deltia's software ("Deltia Software")

• as a cloud-based Software as a Service "SaaS" (hereinafter referred to as "Cloud

Service");

• on hardware provided by Deltia to the Customer or made available by the Customer

(hereinafter referred to as "Edge Service");

and/or

• both in the form of Cloud Service and Edge Service (hereinafter referred to as "Hybrid

Service").

Access to the Deltia Dashboard and Features that can be used through it (including analytics).

The Features and analyses are defined in more detail in the Specifications. In this respect, the

non-exclusive provision of the Features and the Deltia Dashboard by Deltia for use by the

Customer (via a remote data connection) is the subject matter of the Agreement. Unless

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otherwise agreed, the right to use the Features and the Deltia Dashboard is limited to the

Customer's own employees as well as employees of direct and indirect subsidiaries of the

Customer, insofar as they are associated with the Customer at the time of conclusion of the

Agreement within the meaning of §§ 15 et seq. of the German Stock Corporation Act

(Aktiengesetz; "Affiliated Companies").

3.3.2 Configuration and installation

Configuration and installation of the Deltia Software, on the hardware necessary for the agreed

use.

3.3.3 Support services

Provision of support services to the extent specified in the Agreement.

3.3.4 Consulting services

Supporting the Customer with analysis, consulting and training around the options of the Deltia

Dashboard and the Features. Further details are regulated by the Service Agreement for the

respective phase as well as section 21 of these GTC.

3.4 Deltia is entitled to be supported by vicarious agents in the performance of the contractually agreed

services agreed. Deltia shall oblige all vicarious agents to maintain confidentiality to the same extent

as Deltia is obliged to maintain confidentiality vis-à-vis the Customer.

3.5 Unless otherwise agreed, the hardware and software required at the Customer's site is not the subject

of Deltia's performance obligation. Corresponding investments are to be borne by the Customer.

4. DUTIES AND RESPONSIBILITIES OF THE CUSTOMER

4.1 The Customer understands that its contributions are indispensable for the success of the Process

Analytics Project and shall provide Detia with reasonable support in the provision of the contractual

services.

4.2 The proper and regular backup of its data is the responsibility of the Customer. This also applies to

documents provided by Deltia in the course of the execution of the Agreement.

4.3 In order to use the Deltia Products, the system requirements specified in the Agreement (e.g. WiFi and

firewall configuration) and the technical infrastructure described (e.g. cabling and other necessary

hardware not provided by Deltia) must be fulfilled by the Customer.

4.4 The Customer is responsible for the provision and maintenance of its network connections and

telecommunications connections as well as all problems and delays resulting therefrom.

4.5 The Customer is responsible for the acts and omissions of its users and users of Affiliated Companies

as for its own acts and omissions and obliges them to use the Deltia Products in accordance with the

Agreement. The Customer shall establish appropriate security standards for users' access to and use

of Deltia Products and shall ensure that unauthorized access to or use of Deltia Products and/or user

documentation is prevented. For this purpose, the Customer shall, if necessary, inform its employees

and Affiliated Companies of compliance with copyright law. In the event of such access or use, it shall

inform Deltia immediately.

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4.6 The Customer is responsible for entering and maintaining the data and information required for the

use of Deltia Products.

4.7 The Customer is obliged to check its data and information for viruses or other harmful components

before entering them and to use state-of-the-art virus protection programs for this purpose.

4.8 The Customer undertakes to ensure that no content is imported, stored, distributed or transmitted

within the scope of its use of the Deltia Products whose provision, publication or use violates applicable

law or agreements with third parties. In the event of a breach of this obligation, Deltia shall be entitled

to block the Customer's access to the relevant content and/or to remove the content that Deltia

considers to be inappropriate content. The right to terminate the Agreement (or parts thereof) for good

cause remains unaffected. The Customer shall indemnify Deltia against all damages, costs and other

expenses resulting from the Customer's violation of this section 4.8, unless the Customer is not

responsible for such violation.

4.9 The Customer is obliged to keep confidential the "User IDs" and passwords transmitted to the

Customer by Deltia or generated by the Customer, which are required for the use of the Deltia

Products, and not to make them accessible to third parties.

4.10 The Customer is responsible for monitoring the use of the Deltia Products and shall immediately notify

Deltia in writing of any use that goes beyond the contractual agreements. Deltia will, at its sole

discretion, cooperate with the Customer in adjusting the actual use of the Deltia Products to the

contractually agreed extent. The Customer must pay (retroactively) for any use of the Deltia Products

beyond the contractual scope of use on the basis of the current Deltia price list. This payment shall be

made without prejudice to any other claims to which Deltia is otherwise entitled on the basis of these

GTC or to which Deltia is legally entitled.

4.11 Deltia is entitled, in the event of failure by the Customer to fulfil its obligations, to terminate the

Agreement (or parts thereof) in whole or in part (e.g. with regard to certain Edge Services) after the

expiry of a reasonable period of time set by Deltia for the fulfilment of these obligations to cooperate.

5. DURATION OF THE AGREEMENT AND TERMINATION; TRANSITION FROM PILOT TO LIVE

PHASE

5.1 Unless otherwise stipulated in the Agreement, the Agreement shall have an initial term of one (1) year

and shall be renewed for successive terms of one (1) year unless terminated by either Party with two

(2) months' notice to the end of the repective term of the Agreement.

5.2 No later than two (2) months after the start of the pilot phase, Deltia shall submit an offer to the

Customer for the live phase. The pilot phase shall continue unchanged, either

5.2.1 until the Agreement is terminated (for whatever legal reason); or

5.2.2 until the date for the commencement of the live phase occurs, based on a written agreement

between the Parties on the commencement and terms of the live phase.

5.3 The right to terminate the Agreement without notice for good cause remains unaffected. Good cause

shall be deemed to exist in particular if

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5.3.1 notwithstanding a written warning from Deltia, the Customer continues to use the Deltia

Products in breach of Agreement, and by doing so not only slightly infringes Deltia's rights. In

particular, if the Customer allows a third party to use the Deltia Products without authorization;

5.3.2 the Customer is more than two (2) months in arrears with the payment of a full annual usage

fee;

5.3.3 the Customer otherwise commits a remedial material breach of Agreement and, despite a

written warning, is not willing or able to remedy the breach within thirty (30) days of receipt of

the warning.

5.4 Upon termination of the Agreement (or any definable parts thereof), the Customer's right to use the

relevant Deltia Products shall cease to apply. The Customer is obliged, at its discretion, to surrender

or completely and permanently delete the Deltia Software as well as to surrender or destroy all data

carriers containing the Deltia Software and the complete documentation, materials and other

documents provided to it.

5.5 Hardware provided to the Customer by Deltia as part of the pilot phase shall be surrendered to Deltia

upon completion of the pilot phase, unless the Parties have entered into an Agreement on the

continued use of the hardware in question by the Customer or the hardware in question has been sold

by Deltia to the Customer.

5.6 Any notice of termination must be made in writing.

6. REMUNERATION, TERMS OF PAYMENT

6.1 The remuneration is exclusive of the statutory value added tax and is calculated in Euro.

6.2 The sales tax shall be invoiced separately at the sales tax rate applicable at the time of performance.

If the VAT rate is changed within the contractual period, the periods with the respective VAT rates shall

be deemed to have been agreed separately.

6.3 The remuneration is agreed in the Order. In particular, it shall consist of the following components:

6.3.1 Pilot phase: one-off remuneration, as well as, if necessary, additional remuneration for

customizations (in particular of the Deltia Software);

6.3.2 Live phase: annual basic remuneration and, if applicable, additional remuneration for

customizations (in particular of the Deltia Software) and/or provision of hardware.

Any remuneration for customizations will be calculated on a time and material basis and on the basis

of the current Deltia price list.

6.4 The payment of the (basic) remuneration within the framework of the live phase must be made for

twelve (12) months in advance. Unless otherwise agreed, payments (both the annual remuneration

under the live phase, the one-off remuneration under the pilot phase, and other claims) shall be due

without deduction within thirty (30) days of the invoice date. If the invoice amount has not been received

within thirty (30) days after the expiry of the aforementioned payment period, the Customer shall be in

default. During the period of default, interest shall be paid on the remuneration at the applicable

statutory default interest. Deltia reserves the right to assert further damages caused by default. Claims

of Deltia can only be offset against claims that have been legally established or are not disputed.

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6.5 Deltia is entitled to assign and sell receivables for financing purposes.

6.6 Deltia is entitled to adjust the remuneration once every twelve (12) months with effect from the day

following the next anniversary of the entry into force of the respective contract. If Deltia increases the

remuneration, the increase may not exceed (i) five (5) % or (ii) the percentage of the increase in the

labour cost index of the Federal Statistical Office (Statistisches Bundesamt) in the calendar year

preceding the increase. The higher percentage increase is decisive.

7. AUDIT

7.1 Deltia is entitled, in principle, to audit the contractual use of the Deltia Products at the Customer's

premises after prior written notification with a notice period of seven (7) days. Deltia may also

commission a qualified third party bound to confidentiality to carry out the audit. The Customer will

keep complete and correct documentation, providing a correct assessment of compliance with its rights

of access and use. The Customer guarantees to provide the necessary access, documents,

information, employees, and other relevant information free of charge and in a timely manner for the

performance of such an audit.

7.2 If, in the course of an audit, it is determined that the Customer has used the Deltia Products outside

the agreed scope of use, the Customer must reimburse Deltia in full for the audit costs. In all other

respects, the provisions in section 4.10 sentences 2 – 4 shall apply mutatis mutandis.

8. EXCHANGE OF DATA AND LEVERAGING LEARNINGS AND WORK RESULTS

8.1 In order for Deltia to be able to fulfil its obligations under the Agreement, the Customer must transfer

data from its IT or production systems to Deltia or to a Deltia agent. The transfer must be permanent

or periodic, either via automated interfaces that have yet to be implemented or by means of secure file

transfer. The transferred data is stored, processed and prepared in IT systems managed by Deltia

employees and the agreed results are created. The results are then made available to the Customer

via the Deltia Dashboard as part of the agreed services.

8.2 Unless otherwise stipulated in these GTC, the Customer may use the knowledge and work results

obtained on the basis of its data and made available by Deltia via the Deltia Dashboard without any

restrictions in terms of time, space or content.

8.3 The data, findings and work results stored on the Deltia Dashboard shall be retained by Deltia for one

(1) month after the end of the Agreement. During this period, a data transfer may be requested by the

Customer, which Deltia shall carry out together with the Customer for an appropriate expense

allowance. After this time, the Customer's ability to access the data, findings and work results expires.

8.4 The Deltia Dashboard and, if applicable, the Features use artificial intelligence, which relies on being

trained on the largest possible amount of data. By uploading data, the Customer grants Deltia an

irrevocable, spatially unrestricted, non-exclusive, royalty-free right,

8.4.1 to store and reproduce the specific data uploaded by the Customer, to the extent and for as

long as this is necessary to provide the services owed by Deltia under the Agreement;

8.4.2 to use the data specifically uploaded by the Customer once to train the artificial intelligence

and to store and duplicate it to the extent required for this purpose; and

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8.4.3 (i) to store, reproduce and use the data specifically uploaded by the Customer and (ii) in an

abstract form the elements of the data and their contexts for an unlimited period of time to

provide and further develop the Deltia Dashboard and, if applicable, the Features and to

develop, provide and further develop other products and services.

8.5 In relation to the Customer, Deltia remains the sole owner of all copyright, database and other rights

to Deltia's concept of process transformation, including the Deltia Products. This applies, in particular,

to all data, know-how and machine learning models generated during training in accordance with

section 8.4.2. Deltia shall be entitled to store, reproduce and use all data, know-how and machine

learning models generated during training pursuant to section 8.4.2 without any time or geographical

restrictions and use it for the purpose of providing and further developing the Deltia Dashboard as well

as further products and services.

8.6 Deltia shall ensure that no data transmitted to Deltia in accordance with section 8.4.3 – both in specific

and abstract form – is shared with other customers of Deltia.

8.7 The commissioning of third parties, e.g. for supplementary analyses, shall be permitted after the

conclusion of an equivalent confidentiality agreement with the third party. In this case, however, the

data must be made unrecognizable to such an extent that a direct reference to the Customer cannot

be established. The latter shall not apply if the Customer waives this requirement.

9. CUSTOMER'S POWER OF DISPOSAL WITH REGARD TO THE RIGHTS OF USE,

INDEMNIFICATION IN THE EVENT OF THIRD-PARTY CLAIMS

The Customer guarantees that it is the owner/holder of all copyrights, database rights and other rights

in the data provided to Deltia that it needs to be able to input the data into the Deltia Dashboard and

to use the functionalities of the Deltia Dashboard as well as of the Features, including the use of the

elements from the data and their contexts for permanent and cross-customer training of artificial

intelligence, on which the Deltia Dashboard and, if applicable, Features are based. Upon first request,

the Customer shall indemnify Deltia against all claims asserted by third parties against Deltia for

infringement of alleged rights to the sources by the use regulated in section 8.4 and shall bear the

costs of legal defence in a reasonable amount, provided that Deltia decides to defend itself.

10. PROPERTY RIGHTS AND DEFECTS OF TITLE

10.1 All existing registered and unregistered intellectual property rights to and know-how about Deltia

Products and the services provided by Deltia remain with Deltia (or Deltia's licensors).

10.2 The Deltia Products made available to the Customer by Deltia for use are free of third-Party rights that

prevent use in accordance with the Agreement. This does not apply to customary retention of title.

10.3 If, after the effective conclusion of the Agreement between Deltia and the Customer, infringements of

intellectual property rights are asserted against the Customer by third parties, Deltia shall do everything

in Deltia's power to defend the Deltia Products against the asserted rights of third parties at its own

expense. The Customer shall immediately inform Deltia in writing of the assertion of such rights of third

parties and grant Deltia all powers of attorney and authorities necessary to defend the Deltia Products

against the asserted rights of third parties.

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10.4 Insofar as defects of title exist, Deltia shall (a) be entitled, at its own discretion, (i) to remedy, by lawful

means, the rights of third parties which impair the proper use of the Deltia Products, or (ii) to remedy

the assertion thereof, or (iii) to modify or replace the Deltia Products in such a way that they no longer

infringe third-Party rights, if and to the extent that this does not significantly impair the functionality of

the Deltia Products owed, and (b) reimburse the necessary recoverable costs of legal action incurred

by the licensee. The Customer shall leave to Deltia the sole decision on the conduct of any resulting

disputes. In particular, the Customer may not enter into any settlement or make any other concessions

without the prior written consent of Deltia. Deltia shall bear the entire costs of any legal dispute that

may become necessary.

10.5 If the indemnification in accordance with section 10.4 fails within a reasonable grace period set by the

Customer, the Customer may, at its own discretion, terminate the Agreement (or a relevant, definable

part of it) or reduce the agreed remuneration and claim damages under the statutory conditions.

10.6 Deltia shall be entitled, instead of the procedure referred to in clause 10.4, to rescind the Agreement

concluded with the Customer and to reclaim the Deltia Products against reimbursement of the

remuneration paid by the Customer after deduction of a reasonable usage fee for the period during

which the Customer was in possession of the Deltia Products.

10.7 Deltia shall not be liable for infringements of intellectual property rights if Deltia Products have been

used in a form not authorised by Deltia and the infringement of property rights is attributable to this.

10.8 In all other respects, sections 16.6 and 16.10 shall apply accordingly.

11. PROVISION OF DELTIA SOFTWARE AND GRANTING OF RIGHTS TO CLOUD SERVICE

11.1 Deltia shall provide the Customer electronically, e.g. by e-mail, or otherwise in a suitable manner with

the information required by the Customer to access and use the Cloud Service for the first time.

Instead, Deltia may also enable the Customer to access the Cloud Service by means of a different

format or delivery method, provided that this does not unreasonably impair access to and use of the

Cloud Service.

11.2 During the term of the Agreement, Deltia grants the Customer the non-exclusive, non-transferable and

worldwide right to access and use the Cloud Service as well as the user documentation, in each case

in accordance with the provisions of the Agreement.

11.3 The right to use the Cloud Service is limited to the use for its own internal purposes (in particular, an

evaluation of third-Party data is not permitted). Any further exploitation or use for other

companies/organizations is not permitted. This does not apply to the use of the Cloud Service for

Affiliated Companies.

11.4 When using the Cloud Service, Customer is prohibited from: (a) copying, translating, or otherwise

modifying or creating derivative works of the documentation in whole or in part (except as permitted

by mandatory law), provided that the documentation may be copied for internal use to the extent

necessary; (b) using the Cloud Service in a manner that violates applicable law, including, but not

limited to, the transmission of information and data that is unlawful or infringes the intellectual property

rights of third parties; (c) compromising or circumventing the operation or security of the Cloud Service;

and (d) accessing the Cloud Service or user documentation to create a competing product or service.

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12. PROVISION OF DELTIA SOFTWARE AND GRANTING OF RIGHTS TO EDGE SERVICE

12.1 If agreed, Deltia shall provide the Customer with the respective Deltia Software fully installed together

with the respective edge device.

12.2 If agreed, Deltia shall also carry out the integration, parameterization and customization of the Deltia

Software to the needs of the Customer necessary for the contractually agreed use of the software.

12.3 The Customer receives a non-exclusive right of use to the Deltia Software, limited in time to the term

of the Agreement, non-transferable and limited in content to the purpose of the Deltia Software

specified in the Agreement. The Customer has no right to grant sublicenses.

12.4 The Customer may reproduce the Deltia Software, insofar as the respective reproduction is necessary

for the use. The necessary duplications include, in particular, the installation of the program on the

mass memory of the hardware used and the loading of the program into the main memory.

12.5 If, for reasons of data security or to ensure a quick reactivation of the computer system after a total

failure, the regular backup of the entire database, including the computer programs used, is essential,

the Customer may create the backup copies in the necessary number. The data carriers concerned

must be marked accordingly. The backup copies may only be used for purely archival purposes.

12.6 The Customer may not make any further duplications, including the output of the program code on a

printer or the photocopying of the user documentation or essential parts thereof.

12.7 The Customer may not sell the Deltia Software, including the user documentation and other

accompanying material, to third parties nor make it available for a limited period of time, in particular

not rent or lend it. However, the transfer to third parties who are not granted an independent right of

use and who have to bow to the will of the Customer with regard to the manner of use is permissible.

This is usually the case, especially with employees of the Customer.

12.8 A modification of the Deltia Software by the Customer is not permitted unless it serves to remedy a

defect and Deltia is in default with remedying this defect. In the latter case, the Customer may only

commission such a commercially operating third party with the error remediation who is not in a

potential competitive relationship with Deltia, if the performance of the remedying action is likely to

lead to a disclosure of important programme functions and working methods.

12.9 The retranslation of the provided program code into other code forms (decompilation) as well as other

types of reverse engineering of the various production stages of the Deltia Software (reverse

engineering) are only permitted if they are carried out in order to obtain the information necessary to

establish the interoperability of an independently created computer program and this information

cannot be obtained in any other way. The Customer must first request the required information from

Deltia in return for payment of an expense allowance.

12.10 A further admissibility requirement for decompilation is that the reverse engineering or program

observation is only carried out by such actions to which the Customer is entitled according to sections

12.3 to 12.5 of these GTC. In particular, there must be no output of the program code to a printer.

12.11 Copyright notices, serial numbers and other features serving to identify the program may not be

removed or changed under any circumstances. The same applies to a suppression of the screen

display of corresponding features.

12.12 If the Customer violates any of the above provisions, all rights of use shall immediately become

ineffective and shall automatically revert to Deltia. In this case, the Customer must immediately and

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completely cease the use of the Deltia Software, remove all copies of the Deltia Software installed on

its systems and delete any backup copy, if any, or hand it over to Deltia.

13. PROVISION OF HARDWARE BY DELTIA

13.1 For the duration of the pilot phase, Deltia shall provide the Customer with the hardware required for

the use of the Deltia Software (cameras, edge PCs, routers/network equipment). During the term of

the live phase, the Customer shall procure the necessary hardware itself – subject to any agreements

to the contrary.

13.2 Unless otherwise agreed, the installation of the contractually agreed Deltia Software on the hardware

and the configuration thereof shall be carried out by Deltia.

13.3 The right to use the hardware exists only to the extent contractually agreed in each case.

13.4 Insofar as the Parties have not agreed that the Customer operates the Deltia Products (in particular

the hardware), the Customer permits Deltia to access the Deltia Products by means of remote access

in order to ensure the contractual operation and function of the Deltia Products. The necessary

connections shall be established by the Customer in accordance with Deltia's instructions.

13.5 If the Customer has not purchased the hardware, it may neither sell it to third parties nor make it

available to third parties for a limited period of time, in particular it may not rent or lend it.

14. PROVISION OF DELTIA PRODUCTS AND GRANTING OF RIGHTS TO HYBRID SERVICES

Sections 11, 12 and 13 shall apply mutatis mutandis with regard to Hybrid Services.

15. SUPPORT-SERVICES; SERVICE LEVEL BEI CLOUD-SERVICES

15.1 The support services and service levels to be provided by Deltia within the scope of the contractual

relationship are conclusively described in the Support Terms.

15.2 Deltia is entitled to update the Support Terms at regular intervals during the term of the Agreement

and will notify the Customer of such adjustments at its own discretion by e-mail or other suitable

means. Updates shall take effect no earlier than the date of the notice of the update, otherwise from

the date specified in the notice of an update. Deltia shall ensure that, as a result of the update, there

will be no reduction in the scope of performance or any other change which is – on reasonable

consideration – unacceptable to the Customer, also taking into account the reasonable interests of

Deltia. Any termination rights of the Parties remain unaffected.

16. MAINTENANCE

16.1 The quality and functionality of the contractual Deltia Products are conclusively agreed in the

Agreement. Product descriptions/Specifications shall not be deemed a warranty without a separate

written agreement.

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16.2 Deltia warrants that, during the term of the Agreement, the Deltia Products fulfil the contractually

agreed quality and functionality.

16.3 If the Deltia Products are defective because their suitability for use in accordance with the Agreement

is not only insignificant, Deltia shall be liable in accordance with the statutory provisions for material

defects and defects of title, but subject to the limitations set out in section 17. Deltia shall only be liable

for defects in the Deltia Products that were already present when the Deltia Products were handed

over to the Customer if Deltia is responsible for these defects.

16.4 The Customer must report defects immediately. Defects in the Deltia Products provided will be

remedied by Deltia within a reasonable period of time.

16.5 Defects shall be remedied at Deltia's discretion by means of repair, replacement delivery or

replacement performance. If the Customer has set Deltia a further reasonable grace period after an

initial period has elapsed without result and this period of grace has also lapsed without result, or if a

reasonable number of attempts at repair, replacement delivery or replacement performance have been

unsuccessful, the Customer may, at its discretion, terminate the Agreement or reduce the

remuneration and claim compensation for damages or reimbursement of expenses under the statutory

conditions. The Customer's right of termination due to non-granting of use in accordance with § 543

para. 2 sentence 1 no. 1 BGB is excluded, unless the repair, replacement delivery or replacement

performance is to be regarded as failed.

16.6 In the event of a defect in the Deltia Software, the defect can also be remedied by handing over or

installing a new program version or a work-around. If the defect does not impair the functionality or

only insignificantly impairs it, Deltia shall be entitled, to the exclusion of further claims for defects, to

remedy the defect by delivering/providing a new version or an update as part of its version, update

and upgrade planning.

16.7 Defects shall be notified in writing by means of a comprehensible description of the symptoms of the

defect, as far as possible, proven by written records, printouts or other documents illustrating the

defect. The notice of defects shall enable the reproduction of the defect. The Customer's statutory

obligations to inspect and give notice of defects remain unaffected.

16.8 Changes or extensions to the Deltia Products made by the Customer itself or by third parties shall void

the warranty claims, unless the Customer proves that the change or extension is not the cause of the

defect. Deltia is also not responsible for defects that are attributable to improper operation and

operating conditions or the use of unsuitable equipment by the Customer.

16.9 Deltia may refuse to remedy a defect until the Customer has paid the agreed remuneration, less a part

corresponding to the economic significance of the defect, to Deltia.

16.10 For the purpose of inspecting and remedying defects, the Customer allows access to the Deltia

Products by means of remote access. The necessary connections shall be established by the

Customer in accordance with Deltia's instructions.

17. LIABILITY

17.1 Deltia shall pay damages and reimbursement of futile expenses, regardless of the legal basis (e.g.

from legal and quasi-legal obligations, material and legal defects, breach of duty and tort), only to the

extent specified in this section 17.

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17.2 In the event of injury to life, limb and health, breaches of an assumed guarantee or claims arising from

the German Product Liability Act (Produkthaftungsgesetz), the statutory provisions shall apply without

restrictions.

17.3 Liability in the event of intent is unlimited.

17.4 In the event of gross negligence, Deltia shall be liable in the amount of the typical damage foreseeable

at the time of conclusion of the Agreement.

17.5 In the event of a simple negligent breach of a cardinal obligation (obligation, the fulfillment of which is

essential for the proper execution of the Agreement, on the observance of which the contractual

partner regularly relies and may rely and whose breach endangers the achievement of the purpose of

the Agreement), the Parties shall be liable in the amount of the typical damage foreseeable at the time

of conclusion of the Agreement.

17.6 Liability for compensation for indirect damages, in particular for loss of profit, shall only exist in the

event of intent or gross negligence of legal representatives, executives or other vicarious agents of

Deltia.

17.7 Deltia's liability for loss of data is limited to the typical recovery effort that would have been incurred if

backup copies had been made regularly and in accordance with the risk.

17.8 The strict liability of Deltia for errors already existing at the time of conclusion of the Agreement

according to § 536 a para. 1 BGB is expressly excluded.

17.9 Deltia shall not be liable for failures and malfunctions and damages caused by unsuitable, improper or

otherwise unspecified use under the Agreement, faulty operation, failure or non-existence of the

Internet connection, faulty or negligent handling, chemical / electrochemical or electronic influences,

changes or repair work on the part of the Customer or third parties without the prior consent of Deltia.

Furthermore, Deltia shall not be liable for network bottlenecks, failures and malfunctions caused by

the network provider used in the respective case and their brivate branch exchanges.

17.10 In all other respects, Deltia's liability shall be excluded.

17.11 In the event of force majeure, the Party affected by this shall be released from its respective

performance for the duration and to the extent of the disruption in performance. Force majeure is any

event beyond the control of the respective Party that prevents it from fulfilling its obligations, in whole

or in part. This includes, in particular, official restrictions, environmental events, pandemics as well as

strikes and lawful lockouts as well as operational disruptions or official orders for which it is not

responsible. The occurrence as well as the elimination of force majeure must be reported immediately.

Agreed deadlines shall be extended by the duration of the disruption; the other Party shall be informed

of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not

foreseeable or if it lasts longer than two (2) months, either Party is entitled to terminate the Agreement

for good cause. In all other respects, the requirement of mutual coordination for damage minimisation

applies.

18. DATA PROTECTION

18.1 The Customer and Deltia mutually undertake to comply with data protection and security in accordance

with the state of the art and in accordance with the applicable laws.

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18.2 If the performance of the contractually owed services requires the processing of personal data, the

Parties shall conclude separate agreements on this.

19. CONFIDENTIALITY

19.1 Subject to clause 20.4, each Party undertakes to treat as confidential all confidential information, in

particular business or trade secrets ("Confidential Information") of the other Party, which are

communicated or become accessible to it before conclusion or in connection with the Agreement and,

unless otherwise provided in these GTC, not to pass them on to third parties or to exploit them in any

other way. Third parties within the meaning of this provision are not consultants, lawyers and similar

persons who are entrusted with the protection of the interests of the respective Party.

19.2 Confidential Information may only be duplicated to fulfill the purpose of the Agreement. Any duplication

of the Confidential Information shall bear the appropriate confidentiality notices of the original. With

respect to the other Party's Confidential Information, each Party agrees to (a) maintain it with

reasonable care; and (b) to disclose them only to those representatives whose knowledge of the

Confidential Information is necessary for the execution of the Agreement and who are obliged to

maintain confidentiality at least to the same extent as in these GTC. Each Party is responsible for its

representatives' compliance with the provisions of this section 20 as for its own actions.

19.3 Each Party undertakes to notify the other Party in writing of any actual or suspected misuse,

misappropriation, or unauthorized disclosure of Confidential Iinformation of the disclosing Party of

which the receiving Party becomes aware.

19.4 The provisions of section 19.1 shall not apply to Confidential Information with regard to which the

receiving Party can demonstrate that (a) it has been developed independently by the receiving Party

and without use of the confidential information; (b) the receiving Party has become fully aware of it

from an authorised source other than the disclosing Party; (c) without fault of the receiving Party, it

was already publicly known or became publicly known at the time of disclosure; (d) the receiving Party

was already fully aware of such information at the time of such notification; (e) such information is

disclosed with the prior written consent of the disclosing Party; or (f) such information is required to be

disclosed by law or by a judicial, regulatory or supervisory order or instruction. In such a case, the

receiving Party shall, to the extent permitted by law, promptly notify the disclosing Party of the relevant

court order or requirement in order to enable it to seek redress or otherwise prevent or restrict

disclosure.

19.5 The provisions of this section 19 shall apply for five (5) years after the respective Confidential

Information has been provided. They shall continue to apply even after termination of the contract.

20. FEEDBACK

20.1 During the term of the Agreement, the Customer may, on its own initiative or at the request of Deltia,

provide Deltia with any information relating to the Deltia Products, business or technology plans, in

particular comments or suggestions relating to the possible creation, modification, adaptation,

correction or improvement of Deltia Products or, for example, whether Deltia's development direction

meets the Customer's needs with regard to its IT, (collectively, "Feedback"). The Customer provides

all feedback on a voluntary basis. In order to ensure Deltia’s unrestricted right to use the Feedback,

the Customer grants Deltia a non-exclusive, irrevocable, worldwide, royalty-free, transferable and

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freely sublicensable right to use the Feedback without restriction in all possible forms of exploitation.

This includes, but is not limited to, the right to integrate the feedback into all (future) Deltia Products

and to reproduce, adapt, translate, distribute to Customers, partners, distributors and other third parties

in any form, reproduce them publicly, and to have all these actions carried out by licensees, Customers

and other third parties as part of the Deltia Products or alone. The Customer waives the right to be

named.

20.2 The Customer acknowledges that the information provided to the Customer by Deltia under the

Agreement with regard to future Deltia Products and business or technology plans is only to be

understood as an indication of possible strategies, developments and functionalities and is not binding

on Deltia with regard to its future business development and product strategy and development.

21. INSTRUCTION AND TRAINING

Deltia instructs the personnel designated by the Customer in the use of the Deltia Products and in the

handling of the associated work equipment. Unless otherwise agreed between the Parties,

corresponding services provided by Deltia to the extent of four (4) hours per contract year shall be

included in the contractually agreed remuneration. The place, time and type of instruction shall be

agreed separately between the Parties.

22. FURTHER PROVISIONS

22.1 Subject to the provisions in section 6.5, neither Party shall be entitled to assign, subcontract or

otherwise transfer its rights and obligations under the Agreement without prior written consent. The

scope of application of § 354a of the German Commercial Code (Handelsgesetezbuch – “HGB”)

remains unaffected.

22.2 In case of doubt, the provisions of the Agreement shall remain binding in their remaining parts even if

individual provisions are legally ineffective. The Parties undertake to replace invalid provisions with

provisions that come as close as possible to the desired economic success. The same applies to any

gaps in the Agreement that may exist.

22.3 Unless otherwise stipulated above, Deltia shall notify the Customer in text form of any changes to the

Agreement, including these GTC, no later than four (4) weeks before the proposed date on which they

take effect. The Customer's consent shall be deemed to have been given if it has not notified its

rejection in text form before the proposed date on which the changes take effect.

22.4 The Agreement concluded between the Parties is subject exclusively to the law of the Federal Republic

of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods

(CISG).

22.5 The Parties agree that the registered office of Deltia shall be the exclusive place of jurisdiction for all

disputes arising from or in connection with this Agreement, provided that the Customer is a merchant

within the meaning of the HGB or that the Customer does not have a registered office in the Federal

Republic of Germany at the time the action is brought. Notwithstanding the foregoing, Deltia shall

remain entitled to bring an action at the Customer's general place of jurisdiction.