TERMS AND CONDITIONS MICROMERCE GMBH

1. Scope of Application, Subject Matter of Contract, Order of Precedence

(1) These General Terms and Conditions apply to all contracts between Micromerce GmbH ("Micromerce") and customers for the provision of Software-as-a-Service ("SaaS Services") as well as for supplementary IT services and work services ("Professional Services"). Micromerce's offers are exclusively directed at entrepreneurs within the meaning of § 14 German Civil Code (BGB).

(2) SaaS Services include in particular the provision of software for use via the Internet, the possibility of using storage space, ongoing technical operating support, and support for the customer in return for payment of the agreed remuneration.

(3) Professional Services include in particular consulting services, installation and configuration work, data migrations, individual customizations, programming, and training for the customer in return for payment of the agreed remuneration.

(4) The specific scope of services, remuneration, terms, and notice periods are set out in the respective individual contract concluded between the parties, which together with these General Terms and Conditions forms the contractual basis.

(5) Amendments to these General Terms and Conditions will be communicated to the customer by email. If the customer does not object to such amendment in writing within 6 weeks of receipt of the notification, the amendments shall be deemed to have been acknowledged by the customer. In the event of amendments to the General Terms and Conditions, the customer will be specifically informed of the right to object and the legal consequences of silence.

(6) These General Terms and Conditions apply exclusively. Conflicting or deviating terms and conditions of the customer shall not apply, even if Micromerce provides the service with knowledge of conflicting or deviating terms and conditions of the customer without objecting to them.

(7) If an offer from Micromerce contains provisions that deviate from the provisions of these General Terms and Conditions, the provisions in the offer shall take precedence. Beyond that, the rights and obligations of the parties are primarily determined by the individual contracts. For the provision of the agreed services, the following apply: (1) the individual contracts concluded with the customer, (2) the documents further referenced therein, and (3) these general terms and conditions. In case of contradictions, the documents apply in the order stated here.

2. Contract Formation

(1) Offers from Micromerce are non-binding unless they are expressly designated as binding.

(2) A contract between Micromerce and the customer can be concluded in two ways:

(a) Conclusion via Customer Account Website Only the creation of a customer account and the ordering of a service by the customer constitutes a binding offer within the meaning of § 145 BGB. In the event of acceptance of this offer, Micromerce will send the customer a confirmation of receipt by email. Acceptance of the offer is made separately by email.

(b) Conclusion via Individual Contract A contract is also concluded when both parties sign an individual contract.

3. SaaS Services

(1) Micromerce makes the agreed software available to the customer for use via the Internet in the current version from the agreed point in time. The software is provided via the Internet. The software or its program codes are not transferred to the customer. After contract conclusion/registration, the customer creates a username and password for using the software via a uniform administration interface. Login credentials and private API keys generated by the services are intended for internal use by the customer only and may not be disclosed, transferred, or sublicensed to third parties.

(2) Micromerce operates the software in a suitable operating environment with regular backups, IT security measures, and appropriate scalability. From the agreed time of operational readiness, Micromerce maintains storage space on the server for data generated by the customer through use of the software and/or data required to use the software in the agreed scope. Micromerce only owes the provision of storage space for use by the customer. Micromerce only owes the provision of storage space. Data backup is carried out in accordance with Section 3 (2) sentence 1; beyond that, there are no custody or care obligations.

(3) The transfer point for the SaaS service is the router output of the data center. The customer is responsible for connecting the customer to the Internet and for the functionality of the end devices used.

(4) Micromerce provides the contractual services with an availability of 99% on an annual average. Failures of the contractual services due to maintenance work of up to 8 hours per month through maintenance and/or software updates are not counted against availability. Micromerce will inform the customer as far as possible in good time, at least three days before the start of the respective work, by email notification about necessary maintenance work lasting longer than 3 hours and the resulting failures of the contractual services. Micromerce is not responsible for Internet- or network-related downtimes and in particular for downtimes during which the contractual services cannot be reached via the Internet due to technical or other problems that are not within Micromerce's sphere of influence, such as force majeure, fault of third parties, etc. If the contractual services are not available due to the integration of third-party offers by the customer, Micromerce is also not responsible for this.

(5) System availability disruptions must be reported by the customer immediately after they become known. Before reporting a disruption, the customer must check their area of responsibility. For disruption reports received during support hours (business days Monday-Friday 9 am-6 pm, local holidays at Micromerce's location apply), troubleshooting begins within two hours. For disruption reports received outside support hours, troubleshooting begins on the following business day. Delays in troubleshooting for which the customer is responsible (e.g., due to unavailability of a contact person on the customer's side) are not counted toward the troubleshooting time.

(6) Micromerce is entitled to change or further develop the SaaS services in the course of technical progress, provided that this does not eliminate the essential contractually owed functions. If and to the extent that the provision of a new version or a change is accompanied by a change in software functionalities, workflows supported by the software, and/or restrictions in the usability of previously generated data, Micromerce will announce this to the customer at least six weeks before such change takes effect by email. If the customer does not object to the change in writing within four weeks of receipt of the change notification, the change becomes part of the contract. Micromerce will draw the customer's attention to the aforementioned period and the legal consequences of its expiration if the objection option is not exercised with each announcement of changes.

(7) Serious events, such as in particular force majeure, labor disputes, pandemics, unrest, warlike or terrorist conflicts, which have unforeseeable consequences for availability and performance, release Micromerce from performance obligations for the duration of the disruption and to the extent of their effect, even if Micromerce should be in default. This does not involve automatic contract termination. Micromerce is obliged to notify the customer of such an obstacle.

4. Professional Services, Service and Work Services, Acceptance

(1) Micromerce provides Professional Services based on the respective individual contract, which may include both services and work services. The type, scope, objectives, time planning, and remuneration are set out in the service specification.

Professional Services may include in particular: (a) Consulting services for implementing and using the SaaS Services, (b) Support with installation, configuration, and parameterization, (c) Performing data migrations and imports, (d) Development of interfaces and individual customizations.

(2) Services are services where Micromerce only owes professional activity in accordance with the recognized rules of technology, but not the occurrence of a specific success. This includes in particular consulting and support services. Micromerce does not owe a specific project success or a guarantee for achieving the economic or organizational goals pursued by the customer. The customer bears responsibility for the use and implementation of the results and recommendations provided in the context of the services.

(3) Work services are services where Micromerce owes a specific success, e.g., the production of an agreed result (e.g., successful migration, operational interface, individually developed software function). The subject matter of the service, the requirements, and acceptance criteria are described in the respective individual contract. The customer is obliged to document the professional and technical requirements necessary for the performance of work services completely, unambiguously, and in a timely manner in writing and to make them available to Micromerce. Micromerce is only obliged to perform on the basis of the requirements provided and confirmed by the customer. Changes or additions to the requirements after contract conclusion are considered change requests and must be agreed upon separately.

(4) Changes to the scope of services require a separate written agreement ("Change Request"), which must be agreed upon by the parties as a supplement to the individual contract. Micromerce is entitled to assert a reasonable additional remuneration claim.

(5) Micromerce is entitled to provide partial services insofar as these are usable for the customer.

(6) After completion of a work service, Micromerce notifies the customer that it is ready for acceptance. The customer is obliged to check the services for contractual conformity immediately, at the latest within 5-10 business days. If the customer identifies material defects, they must object in writing. Minor defects do not entitle the customer to refuse acceptance. If there is no written objection within the acceptance period, the services are deemed to have been accepted. Acceptance is also deemed to have taken place as soon as the customer uses the work services productively. If agreed, partial results can be accepted separately; partial acceptances affect the due date of the respective remuneration.

5. Grant of Rights

(1) For the duration of the contract, the customer receives a simple, non-transferable, and non-sublicensable right limited in time to the term of the contract and limited in content to the purpose of the contract to use the software as intended, insofar as the subject matter of the service also relates to associated user documentation.

The right to use also relates to new versions, updates, or upgrades of the contractual services installed by Micromerce during the term of the contract. Unless otherwise agreed, Micromerce is not obliged to provide new versions, upgrades, or updates, unless this is absolutely necessary for defect rectification or maintenance of the contractual service.

(2) Transfer to third parties or other unauthorized use is prohibited. Reverse engineering, decompilation, or reproduction of the software is only permitted in cases mandatorily permitted by law.

(3) Micromerce remains the owner of all copyrights, protective rights, and exploitation rights to rights not expressly transferred. In the case of work services, Micromerce is entitled to use general methods, concepts, procedures, tools, and experience developed or applied in the context of service provision for other customers as well.

(4) The content stored by customers in the storage space designated for them may be protected under data protection law. The customer grants Micromerce the right to make the content they have stored accessible upon queries, in particular to reproduce and transmit it for this purpose and to reproduce it if necessary for the purpose of data backup. The customer checks at their own responsibility whether the use of personal data by them meets data protection requirements.

(5) Insofar as Micromerce provides services, the customer does not receive a separate right to use, as these services are provided exclusively in the form of activities or recommendations. Any documents, presentations, or training materials provided in the process may only be used by the customer for internal purposes.

(6) Insofar as Micromerce creates results in the context of work services that are protected by copyright (e.g., software modules, interfaces, documentation, concepts), Micromerce grants the customer a simple, non-transferable, non-sublicensable right to use upon full payment. This right is unlimited in time but limited in content to the purpose agreed upon in the individual contract. Further rights to use (e.g., editing rights, rights to transfer to third parties) require a separate written agreement.

(7) The customer does not receive any rights to components, developments, or templates that were already available at Micromerce before contract conclusion or are developed independently of the respective contract ("Background IP"). Micromerce only grants the customer rights to use insofar as this is necessary for the contractual use of the work results.

(8) Insofar as open-source or third-party software is used in the creation of work results, the customer's rights are governed exclusively by the respective license terms of that software.

6. Customer's Obligations to Cooperate

(1) The customer is obliged to adequately support Micromerce in the provision of the contractually agreed services and to create all necessary conditions in their sphere (General Obligations to Cooperate for All Services).

The customer must in particular:

(a) provide all information, data, content, and documents required for contract fulfillment in a timely, complete, and suitable form, (b) name a professionally suitable contact person with decision-making and instruction authority, (c) enable necessary access to systems, networks, and premises, (d) ensure that all information provided by the customer is correct and complete.

If the customer fails to fulfill their obligations to cooperate and this delays the provision of services, agreed service deadlines are extended appropriately. Additional expenses incurred by Micromerce as a result will be separately remunerated.

(2) The customer ensures that the hardware and software environment required for operating the SaaS service, Internet connection, and organizational requirements are met on their side (Obligations to Cooperate for SaaS Services).

(3) The customer must make available to Micromerce all information, systems, test environments, employees, and contact persons required for the performance of services in a timely manner (Obligations to Cooperate for Professional Services). The customer is obliged to grant necessary decisions and approvals (e.g., for project phases, work packages, or change requests) without delay. The customer performs acceptances, tests, and reviews within the agreed or reasonable deadlines and documents the results. In the case of work services, the customer bears responsibility for ensuring that the professional requirements described in the individual contract are complete and unambiguous.

7. Warranty and Defect Rights

(1) For SaaS Services, the statutory provisions, in particular of rental law, apply.

(2) For work services, the provisions of work contract law apply. In case of defects, the customer must first demand subsequent performance. Micromerce can rectify the defect at its own choice by subsequent improvement or by new delivery/new production. If subsequent performance fails, the customer can reduce the price or – in case of material defects – withdraw from the contract. Claims for damages exist only within the scope of the provisions regulated in Section 9 (Liability). Defect claims become statute-barred within 12 months from acceptance, except in case of intent, gross negligence, or claims due to injury to life, body, or health, see Section 9 (Liability). The liability limitations and deadline reductions regulated above also do not apply in the event that Micromerce has fraudulently concealed a defect.

8. Remuneration and Payment Terms

(1) For the agreed services, the prices and price levels shown at the time of contract conclusion as well as the agreed remunerations of the contracting parties in the individual contracts apply. All prices and fees are net prices and are exclusive of statutory sales tax/value-added tax as well as any customs duties and levies. The customer as the recipient of the goods/service bears the import duties/customs and ensures proper customs handling.

(2) Insofar as the service is subject to the reverse charge procedure for VAT purposes (in particular cross-border B2B services, electronically provided services), the service recipient owes the VAT. The customer provides the necessary VAT documentation (e.g., VAT ID number, certificate of residence).

(3) Micromerce invoices the services of the previous month at the beginning of a month. The amounts shown in the invoice are due for payment immediately upon receipt without deduction. Invoices are sent by email. In case of payment default, the statutory regulations apply.

(4) The provision of services by Micromerce is contingent upon the customer meeting their payment obligations in a timely manner. If the customer is in default for two consecutive months with payment of a not insignificant part of the owed remuneration, Micromerce may terminate the contractual relationship for good cause without observing a notice period.

(5) The customer is not entitled to offset claims against Micromerce, unless these are claims established by final court judgment, claims acknowledged in writing by Micromerce, or claims arising from the same contractual relationship.

9. Liability

(1) Micromerce is only liable to the extent that intentional or grossly negligent conduct is attributable to Micromerce, its vicarious agents, and/or legal representatives. In case of slightly negligent breach of duty, Micromerce's liability is limited in amount to the damage typically foreseeable under the contract.

(2) Micromerce's statutory strict liability, in particular liability under the Product Liability Act as well as statutory guarantee liability, remains unaffected by the above liability limitations. The same applies to Micromerce's liability for culpable injury to life, body, or health as well as for breach of essential contractual obligations. Essential contractual obligations are abstractly those obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance a contracting party may regularly rely.

(3) Micromerce's strict liability for damages (§ 536a BGB) for defects existing at the time of contract conclusion is excluded; paragraphs 1 and 2 remain unaffected.

(4) For loss of data, Micromerce is liable in case of slight negligence under the conditions and to the extent of Section 9.1 above only insofar as data storage is part of the contractual services and insofar as the customer has backed up their data at application-appropriate intervals in a suitable form so that they can be restored with reasonable effort.

(5) Micromerce is not liable for disruptions in telecommunications networks, force majeure, or circumstances for which the customer is responsible.

10. Confidentiality and Data Protection

(1) The contracting parties undertake to keep confidential the knowledge gained in the context of the subject matter of the contract – in particular technical or commercial data as well as other knowledge – and to use it exclusively for the purposes of the subject matter of the contract. This does not apply to information that is publicly accessible or becomes publicly accessible without unauthorized action or omission by the contracting parties or must be made accessible pursuant to a court order or law. In case of support assistance with customer problems, it may be necessary to access customer data records. Access can be via web meeting with the customer or via database analysis. This access is limited to the period of the respective support measure.

(2) Insofar as Micromerce processes personal data on behalf of the customer, a data processing agreement pursuant to Art. 28 GDPR will be made available by Micromerce and concluded with the customer as an annex to the individual contract.

(3) The customer remains the controller within the meaning of data protection laws and ensures that data processing is lawful. If the customer collects, processes, or uses personal data, they guarantee that they are entitled to do so under the applicable, in particular data protection, provisions and indemnify Micromerce against third-party claims in case of a violation.

11. Contract Term and Termination

(1) The contractual relationship begins upon conclusion of the contract and is concluded for an indefinite period; it can be terminated by both parties in writing (email sufficient) with a notice period of 2 weeks to the end of a month, but for the first time only after the expiration of one month after contract conclusion, in each case unless something different has been agreed between the contracting parties in individual contracts.

(2) The right to extraordinary termination remains unaffected.

(3) Micromerce is furthermore entitled to terminate the contractual relationship for good cause without observing a notice period. Such good cause exists in particular when:

(a) the customer is in default with payment of a not insignificant part of the remuneration, (b) the customer materially or despite warning breaches their obligations under this contract, (c) the customer uses content that could impair the security of the server.

In this case, Micromerce additionally reserves the right to assert damage claims against the customer resulting from the breach of contract.

12. Data Release

(1) Micromerce will, upon request by the customer, release a copy of the data stored by them in the storage space assigned to them at any time, but at the latest immediately upon termination of the contractual relationship. The release of data is made, at the customer's choice, on a suitable data carrier or by remote data transmission in the data format in which the data is stored on the data server, or alternatively in a data format agreed upon between Micromerce and the customer. The customer must pay the fees specified in the price list valid at contract conclusion for this.

(2) Micromerce will delete the customer data available to it 14 days after the transfer of data to the customer in connection with contract termination, unless the customer notifies within this period that the data provided to them is not readable or not complete. Failure to provide notification is deemed consent to deletion of the data. Micromerce is not obliged without separate agreement to migrate data into other formats or systems.

13. Export Control

(1) The customer undertakes to comply with all export, re-export, embargo, and sanctions regulations applicable to them, including the regulations of the European Union (in particular Dual-Use Regulation (EU) 2021/821), the USA (e.g., EAR/OFAC), the United Kingdom, as well as any UN sanctions.

(2) The customer will not use, provide, or make accessible the software/services (i) in sanctioned/embargoed countries, (ii) for prohibited end uses (where applicable, e.g., military/ABC), or (iii) to listed parties (e.g., EU sanction lists, US-SDN/Denied Parties); the same applies to re-exports.

(3) The customer obtains required approvals for use/export/re-export at their own expense in advance and provides Micromerce with suitable documentation (e.g., end-use statement, screening documentation) upon request.

(4) The customer informs Micromerce immediately in writing as soon as circumstances become known to the customer that could affect export/sanctions compliance (e.g., change in end use, relocation to sanctioned jurisdictions, inclusion of a user on sanctions lists).

(5) The customer indemnifies Micromerce against claims, fines, and costs resulting from a violation by the customer of this obligation, insofar as Micromerce is not responsible for the violation.

14. Final Provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) In commercial dealings with merchants, legal entities under public law, or special funds under public law, the place of jurisdiction for all legal disputes in connection with the concluded contract is Micromerce's registered office in Hamburg.

(3) Insofar as German and English language are used for these General Terms and Conditions, the German version is authoritative; the English version serves exclusively for better comprehension. In case of contradictions or questions of interpretation, the German version takes precedence over the English version.

(4) Amendments and supplements to the individual contracts, their annexes, or these General Terms and Conditions require written form for their validity. This also applies to the waiver of the written form requirement.

Information in Electronic Commerce

1. Information about the technical steps leading to contract conclusion

To submit their offer, the customer must go through the following technical steps: Registration at micromerce.de by entering login and company data and submitting the registration. Acceptance by Micromerce takes place in accordance with the above General Terms and Conditions.

2. Information about storage of the contract text

The contract text or contract amendments are stored by Micromerce and sent to the customer after submission of their registration/contract amendment together with the present GTC/information in text form by email or are available to them through the concluded individual contracts.

3. Information about technical means to identify and correct input errors

Before binding submission of the registration, the customer can correct their entries continuously using the usual keyboard and mouse functions.

4. Information about the languages available for contract conclusion

The German language is available for contract conclusion.

Effective: October 16, 2025