General Terms and Conditions of Centroid (GTC)
For the provision of the reloTrack software (As of January 2024)

Scope of application, form

These General Terms and Conditions (GTC) apply to all contracts of Centroid (Centroid), Laarderhoogtweg 11, 1101 DZ Amsterdam, The Netherlands with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (Customer) for the provision of Software as a Service (SaaS) services.

These T&Cs apply exclusively. Deviating, conflicting or supplementary general terms and conditions, in particular the customer's terms and conditions of purchase, shall not apply unless Centroid has expressly agreed to them in writing. These T&Cs shall also apply if Centroid carries out the agreed services without reservation in the knowledge of such terms and conditions of the Customer.

These T&Cs shall also apply to all future transactions with the Customer, insofar as they are legal transactions of a related nature.

Centroid is entitled to amend these terms and conditions for the future. As soon as they become valid, changes will also become part of the ongoing business relationship if the customer does not object to the change within a period of 1 month after notification of the change. Centroid expressly draws the customer's attention to this consequence in the notification.

Individual agreements made with the customer in individual cases (including ancillary agreements, additions and amendments) take precedence over these terms and conditions in any case. Subject to evidence to the contrary, the content of such agreements shall be governed by a written contract or written confirmation by Centroid.

Legally relevant declarations and notifications by the customer in relation to the contract must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements and further evidence, especially in the event of doubts about the legitimacy of the declarant, remain unaffected.

Subject matter of the contract, description of services

The subject matter of the contract is the granting of the use of the software reloTrack (hereinafter referred to as Software) for a fee and limited in time for the duration of the contract. The provisions of the German Civil Code (BGB) with the provisions of the rental agreement (§§ 535 et seq. BGB) apply to the granting of temporary software.

The software is a service provided over the Internet as SaaS and is not operated via the customer's IT infrastructure. The operation as well as the storage and processing of the data take place on a defined storage space on servers of Centroid or on servers of service providers commissioned by Centroid. A constant internet connection is required to use the software; offline use of the software is not possible. It is the responsibility of the customer to establish, maintain and secure the Internet connection.

For the agreed service period, Centroid shall make the software available to the customer in the current version for the contractually agreed number of authorized users via the Internet by means of access through a browser and by installing it as an app for use on mobile devices. The software is not physically made available to the customer.

Centroid guarantees the functionality and availability of the software during the agreed period of use and will maintain it in a condition suitable for use in accordance with the contract. The range of functions of the software as well as the conditions of use are set out in the service description.

Centroid is only liable for the provision of the functions and characteristics of the software resulting from the service description. The software is not individually adapted to the customer's needs.

Centroid reserves the right to make changes to the software (e.g. through updates), in particular if these (i) are for the sake of technical progress or (ii) appear necessary for security reasons. In addition, Centroid shall be entitled to modify the Software if (i) applicable law requires such changes, (ii) the changes are beneficial to Customer, or (iii) the changes are purely technical or procedural in nature and do not have a material impact on Customer.

Contract

All offers are non-binding. A contract is only concluded by the written confirmation of the order by Centroid or by the execution of the agreed services to the customer.

Ancillary agreements and changes to the agreed services must be confirmed in writing by Centroid.

Unless otherwise agreed in the individual case, the content, quality and scope of the services owed by Centroid result from the respective contracts or the service description.

The customer may not transfer his contractual obligations to third parties or authorize them to exercise them without the express consent of Centroid. Section 354a of the German Commercial Code (HGB) remains unaffected.

Grant of Rights, Copyrights

Centroid grants the Customer the non-exclusive and non-transferable right to use the Software for the contractually agreed purpose during the term of the Agreement (License) to the extent of the contractually agreed number of users. After termination of the contract, the license ends automatically without the need for a separate declaration by Centroid.

The license entitles the customer to use the software for its intended use and to the extent agreed. The Customer may only use the Software in the context of its own business activities by its own personnel. Further use of the software by the customer is not permitted.

In the event that the agreed scope of the license is exceeded, Centroid is entitled, even retroactively, to demand additional remuneration in accordance with the provisions of Section 6. Centroid reserves the right to claim further damages.

Centroid remains the sole owner of all rights, title and claims in connection with the agreed services, in particular Centroid does not grant the customer any rights to patents, copyrights, trade secrets, trademarks or other rights in relation to the components of the software.

No rights other than the license granted are granted to the Customer; in particular, no right to reproduce, distribute, publish or pass on to third parties.

Customer is also prohibited from decompiling, disassembling or reverse engineering the Software.

Customer's obligations to cooperate and provide information

In order to access the Software, Customer will generate a user ID and password (Login Data) required to use the Software.

The customer is obliged to keep his access data secret and not to make them accessible to third parties.

Any unauthorized access or misuse must be reported to Centroid immediately.

Prices and payment

The prices are exclusive of the statutory value added tax in the applicable amount. The current price list of Centroid applies.

Unless otherwise agreed, payments for the provision of software are to be reimbursed monthly in advance. All amounts are due by the 3rd working day of the respective month and are payable to Centroid without deductions.

One-off costs of the contract, such as training and maintenance services, are due upon performance of the respective service or upon acceptance and will be invoiced separately by Centroid to the customer. The Client shall make the payments for these separate services to Centroid within 14 days without deduction by bank transfer to the business account of Centroid specified in the order confirmation; The receipt of payment on Centroid's business account is decisive for meeting the deadline.

Upon expiry of the payment periods specified in clauses 6.2 and 6.3, the customer shall be in default. The outstanding invoice amount shall bear interest during the period of default at the applicable statutory default interest rate. Centroid reserves the right to assert further damage caused by delay.

Centroid is entitled to block the Customer's access to the Software if the Customer is in default of payment with a not insignificant amount, whereby a delay in payment in the amount of a monthly fee is considered material. Prior to a blocking, Centroid will inform the customer in good time by e-mail. After timely payment of all outstanding claims, the suspension will be lifted.

The customer can only offset counterclaims that have been legally established, are undisputed or recognized by Centroid. The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

Installation, Training, Support

Insofar as the setup and installation of the software by Centroid is not contractually agreed, the installation and setup of the software is carried out by the customer himself. It is the customer'sresponsibility to ensure that its IT infrastructure meets the system requirements of the software.

Centroid provides instruction and training insofar as this is agreed within the framework of the contract or in accordance with a separate agreement with the customer.

Centroid will respond to the customer's inquiries regarding the use of the software within Centroid's business hours as soon as possible after receipt of the respective request by telephone or in text form.

Period of Performance, Termination

The performance period is regulated in the respective contracts. In the event of termination of the Agreement, all rights of use granted to the Customer to the Software shall automatically expire. The customer must immediately cease the use of the software and delete it from all installed mobile devices.

In addition, the contract may be terminated by either party for good cause without notice. In particular, good cause entitling Centroid to terminate the contract exists if the customer infringes Centroid'srights of use by using the software beyond the extent permitted by this agreement. Notice of termination must be given in writing. Section 8.1 shall apply mutatis mutandis.

Warranty

Definition of defect

A deviation of the actual functions of the software from the agreed service description (material defect) and the existence of third-party rights that conflict with the granting of rights (legal defect) are considered to be a significant defect in the software.

There is no significant defect in the software if the defect is easily recognizable and can be remedied quickly by Centroid with small resources.

The customer must always prove the existence of a significant defect to Centroid.

Rectification of defects

The customer must notify the customer of any defects immediately after the defect has been discovered. If the customer has not immediately notified Centroid of a defect in the software and this leads to a loss of rights of the customer (e.g. a loss of data and productivity) or of Centroid, the customer cannot derive any claims against Centroid from this.

In the event of material defects in the software, Centroid may, at its option, provide the customer with a new, defect-free software version for use or remedy the defect.

In the event of defects of title in the software, Centroid may, at its option, provide the customer with a legally flawless possibility of using the software or equivalent software that has been replaced or modified.

In the event of defects being rectified, the customer must accept and adopt a new version of the software if the contractual range of functions is retained and the takeover is not unreasonable.

The customer must grant Centroid a reasonable period of time to remedy the defect. Section 536a (2) of the German Civil Code (BGB) does not apply.

The right to a reduction is limited to the remuneration attributable to the defective part of the service.

If the remedy of the defect finally fails after the expiry of a reasonable grace period to be set by the Customer, after Centroid has become aware of the defect and the use of the Software for the Customer is completely or substantially restricted, the Customer may terminate the contractual relationship extraordinarily. There is no need to set a deadline for remedying the defect if it is unreasonable for the customer or if Centroid seriously and definitively refuses to remedy the defect. The amount of damages shall be determined to the extent specified in Section 10.2.

In addition, Centroid does not warrant any defects resulting from: (i) inappropriate or improper use of the Software; (ii) incorrect installation by Customer or any third party; (iii) unauthorized attempts to repair and modify the Software; (iv) erroneous or negligent handling or (v) other influences beyond the control of Centroid (e.g. incompatibility with other software programs of the customer).

Liability

Insofar as otherwise provided for in these GTC, including the following provisions, Centroid shall be liable in the event of a breach of contractual and non-contractual obligations and within the scope of fault liability in the event of intent and gross negligence in accordance with the statutory provisions. In the event of slight negligence, Centroid shall only be liable, subject to statutory limitations of liability (e.g. care in its own affairs), only (i) for damages resulting from injury to life, limb or health and (ii) for damages resulting from the breach of a material contractual obligation. A contractual obligation is essential if its fulfilment is essential for the proper performance of the contract in the first place and on the observance of which the contracting party regularly relies and may rely; however, in this case, Centroid's liability is limited to compensation for the foreseeable damage typical of the contract.

In the event of a loss of data and productivity on the part of the customer due to malfunction or failure of the software provided, Centroid shall only be liable in accordance with the standard of fault set out in Section 10.1. Insofar as Centroid's liability is not unlimited in accordance with Section 10.1, Centroid's liability for loss of data and productivity of the customer is in any case limited to EUR 10,000.00 per quarter.

Any damage must be proven individually in terms of value.

In the event of damage, each party is entitled to immediate extraordinary termination of the contract. Section 8.1 shall apply mutatis mutandis.

Final Provisions

The law of the Federal Republic of Germany shall apply to these GTC and all other legal relationships between the customer and Centroid to the exclusion of uniform international law, in particular the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all legal disputes between the customer and Centroid arising out of or in connection with this contract is Hamburg, Germany. The place of fulfilment is Amsterdam.

Should provisions of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The same shall apply if it should turn out that these T&Cs contain a loophole. Instead of the invalid or unenforceable provision or to fill the gap, such a provision shall be deemed to have been agreed, which is suitable for realising the economic purpose of the omitted provision as far as possible.