Terms and Conditions

Version 02/2026

§ 1 Applicability, Order of Precedence , Definitions

(1) These terms and conditions apply to all service, maintenance and support services of aurenz GmbH (collectively “Service Services”) provided to business customers as defined by Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (B2B).

(2) Conflicting, supplementary or deviating terms and conditions of the customer shall only apply if aurenz has expressly agreed to their validity in text form (e.g. by email). This also applies if aurenz provides services unconditionally with knowledge of such conditions.

(3) In addition, the General Terms and Conditions of aurenz GmbH (version 02/2026) as amended shall apply. In the event of contradictions, these Service Terms and Conditions shall take precedence over the General Terms and Conditions, insofar as they relate to the same subject matter.

(4) “Maintenance and Assurance” in particular includes maintenance services to ensure functional and operational readiness and, if agreed, the provision of updates, patches, upgrades or new releases. “Support” in particular includes hotline, ticket and remote support for faults and application queries. The specific scope results from the offer, order confirmation and, if applicable, a service description/SLA.

(5) These terms and conditions also apply to all future service business relationships, even if they are not expressly agreed again. At the latest with the commencement of the service, these terms and conditions are deemed to have been accepted.

§ 2 Offer and Conclusion of Contract

(1) Offers from aurenz are non-binding unless expressly stated otherwise in the offer.

(2) The contract is concluded by order confirmation from aurenz in text form or by commencement of service provision. For service services within the framework of cloud or SaaS models, the contract is deemed to have been concluded at the latest upon activation of the service or transmission of access data.

(3) No verbal ancillary agreements or assurances exist. Additions and changes require text form, unless a stricter form is mandatory by law.

§ 3 Scope of Service Services

(1) The subject and scope of the service services are conclusively set out in the offer, order confirmation and, if applicable, a service description/SLA. Service services are generally owed as services; a specific result or availability is only owed if expressly agreed.

(2) Unless otherwise agreed, aurenz provides support during normal business hours at aurenz's registered office (Monday to Friday, 08:00 to 16:00, excluding public holidays at aurenz's registered office). Support is provided in German; other languages only by agreement.

(3) aurenz is entitled to provide services in whole or in part by remote access. The customer grants aurenz the necessary accesses and ensures the technical requirements.

(4) The provision of updates/upgrades, if agreed, takes place in the form specified by aurenz (e.g. download, provision via portal, provision of installation files/licence data). With the provision of a new version, maintenance of the previous version may end after a reasonable transition period, unless expressly agreed otherwise.

(5) The following are not included in the scope of service services in particular: (i) maintenance of hardware, (ii) services for software not manufactured or distributed by aurenz, unless expressly agreed, (iii) adaptations/customisation, individual programming, training or on-site services, unless expressly agreed.

(6) Service services may be refused by aurenz or invoiced as an additional service if faults are due to causes outside aurenz's area of responsibility, in particular due to improper operation, unauthorised system changes, third-party interventions, lack of system requirements, faults in third-party products (e.g. telephone system/UC platform/provider) or lack of/late cooperation by the customer.

(7) A prerequisite for service services is that the customer uses the affected software to the contractually permitted extent and that the required rights of use (e.g. purchase licence, rental or SaaS) are validly held. Where software assurance (SWA) or comparable maintenance is a precondition for certain types of use, this shall apply accordingly.

(8) aurenz may restrict or discontinue support for older versions or unauthorised configurations if this is objectively justified (e.g. end of product maintenance, security risks, lack of manufacturer support for third-party components). To the extent reasonable, aurenz will inform the customer of this in text form.

§ 4 Customer’s Duties to Cooperate

(1) The customer shall cooperate to a reasonable extent and, in particular, provide all necessary information, access, approvals, log data and resources in good time. The customer shall name a qualified contact person and ensure their availability.

(2) The customer shall provide a suitable and secure system environment (hardware, operating system, database, network, security configuration and, if relevant, telephone system/UC platform, provider, interfaces). aurenz only owes compatibility with third-party products if this is expressly agreed.

(3) The customer shall describe faults as precisely and in as much detail as possible and answer aurenz’s follow-up questions in full. The customer shall immediately notify aurenz in text form of changes to the operating environment, configurations or interfaces that are relevant to the software or service services.

(4) Before maintenance work or installation of updates/upgrades, the customer shall make a current data backup and ensure regular, risk-appropriate data backup and appropriate protective measures (e.g. virus protection, access protection) in accordance with the state of the art.

(5) If remote access is agreed or necessary, the customer shall provide secure access (e.g. VPN, remote tool as specified by aurenz) and ensure that internal approval processes, firewall rules and administrator rights are set up in good time.

(6) If service provision is delayed due to lack of or late cooperation, agreed service and response times shall be extended accordingly; aurenz shall not be in default in this respect. Additional expenditure incurred by aurenz as a result shall be remunerated at the agreed rates or, failing that, at the current list prices.

§ 5 Remuneration, Invoicing, Price Adjustment

(1) The remuneration for service services is determined by the offer and order confirmation and is exclusive of statutory VAT. Unless otherwise agreed, the remuneration for the respective billing period (usually the contract year) is due in advance.

(2) Services outside the agreed scope (e.g. on-site service, consulting, customisation, recovery after missing data backup, support for third-party products) will be charged separately on a time and material basis. Travel and incidental expenses will be charged additionally if agreed or incurred.

(3) Invoices are due for payment, unless otherwise agreed, within thirty (30) days of receipt without deduction. The decisive factor is receipt of payment by aurenz. The customer is only entitled to offset and retention rights in accordance with the General Terms and Conditions.

(4) In the event of late payment, aurenz is entitled, after setting a reasonable deadline, to suspend service services until full payment has been made. The right to extraordinary termination for good cause remains unaffected.

(5) In the case of continuing obligations, aurenz is entitled to adjust the remuneration after the first 12 months with six weeks’ notice, provided that the costs for providing the service (e.g. personnel, infrastructure or third-party licence costs) have changed significantly. If the annual remuneration increases by more than 5%, the customer is entitled to terminate the contract extraordinarily with six (6) weeks’ notice after receipt of the increase request, effective from the time the increase takes effect.

§ 6 Term and Termination

(1) Unless otherwise agreed, the service relationship is entered into for a period of twelve (12) months. The start and billing period are specified in the offer/order confirmation; if not, the service relationship begins on the day after provision/activation of the relevant software or service.

(2) The service relationship is automatically extended by a further twelve (12) months unless terminated by either party with three (3) months’ notice to the end of the respective term in text form.

(3) The right to terminate for good cause remains unaffected. Good cause for aurenz exists in particular if the customer is in default with payments despite reminders and setting of a deadline, or if the customer persistently breaches material duties to cooperate.

§ 7 Implementation, Communication Channels, On-site Service

(1) Support requests can be submitted via the communication channels provided by aurenz (e.g. email, ticket system, telephone). The current contact information can be obtained from aurenz or is specified in the offer.

(2) Unless otherwise agreed in the offer/SLA, incident reports are processed in the order in which they are received, taking into account the severity of the incident. Response and resolution times are only owed if expressly agreed.

(3) On-site service is only owed if this has been expressly agreed. Otherwise, on-site service can be offered as an additional service and will be charged on a time and material basis.

§ 8 Rights of Use to Updates and Work Results

(1) The customer shall receive a non-exclusive, non-transferable right of use for its own internal business purposes to updates, patches, upgrades, documentation or other work results provided in the context of the service services, to the extent contractually agreed. No further rights shall be granted.

(2) The rights of use to updates/upgrades correspond to the rights of use granted to the customer for the relevant software. After a reasonable transition period, the new version replaces the previous version with regard to use, unless expressly agreed otherwise.

(3) There is no entitlement to the provision of source code, unless this is mandatory by law or expressly agreed.

§ 9 Liability

(1) aurenz is liable in accordance with statutory provisions for intent and gross negligence as well as for culpable injury to life, limb or health.

(2) In the event of slightly negligent breach of essential contractual obligations (cardinal obligations), aurenz's liability is limited to the typical, foreseeable damage under the contract. Liability is, to the extent permitted by law, limited in total to five times the annual net remuneration of the affected service per damage event.

(3) Otherwise, aurenz’s liability for slight negligence is excluded, to the extent permitted by law.

(4) aurenz is not liable for disruptions, failures or damages that are due to causes outside aurenz’s area of responsibility, in particular disruptions of third-party products (telephone system/UC platform/provider), incorrect or negligent handling, improper operation, unauthorised changes by the customer or third parties, deviations from documentation instructions or missing or unsuitable system requirements.

(5) The customer is obligated to carry out data backups. aurenz is not liable for damages resulting from the lack of a usable data backup. In the event of data loss, aurenz’s liability, if any, is limited to the typical recovery effort that would have occurred even with regular, risk-appropriate data backup.

(6) Any further liability for damages, regardless of the legal grounds, is excluded to the extent permitted by law. This also applies to the benefit of aurenz’s employees, workers, staff, legal representatives and vicarious agents.

(7) Customer’s claims shall become statute-barred, to the extent permitted by law, one year from the statutory commencement of the limitation period. Excluded from this are claims for intent, gross negligence, injury to life, limb or health, and mandatory statutory liability (e.g. product liability).

§ 10 Data Protection / Data Processing Agreement

(1) Where personal data is processed in the provision of service services, the parties shall comply with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act.

(2) If aurenz processes personal data on behalf of the customer within the scope of the service services (e.g. support, remote maintenance, fault analysis, hosting/managed services), the parties shall enter into a data processing agreement (DPA) pursuant to Art. 28 GDPR in text form before processing begins. Without the conclusion of a DPA, aurenz is entitled to refuse services to the extent that their provision would otherwise be unlawful under data protection law.

(3) The customer remains the data controller unless expressly agreed otherwise. The customer is responsible for the legality of the processing, in particular for the required legal basis, information obligations and, if applicable, involvement of the works council.

(4) Details regarding technical and organisational measures (TOM), subcontractors, deletion concepts, cooperation in relation to data subject rights, inspection rights and notification procedures in the event of data protection incidents are regulated in the DPA.

§ 11 Confidentiality

aurenz and the customer mutually undertake to keep all confidential information as well as business and trade secrets of the other party strictly confidential for an unlimited period, not to disclose them to third parties and to use them only within the scope of the respective contractual purpose. This does not apply to information that is demonstrably public knowledge, becomes public without breach of this obligation, was lawfully known to the receiving party in advance, or must be disclosed due to mandatory statutory provisions.

§ 12 Force Majeure

(1) aurenz is not liable for events of force majeure that make contractual performance more difficult, temporarily hinder or make it impossible. Force majeure includes all circumstances beyond the will and control of the contracting parties, such as natural disasters, government measures, official decisions, blockades, war and other military conflicts, mobilisation, civil unrest, terrorist attacks, strikes, lockouts and other industrial disputes, seizure, embargo, significant failures in communication networks or energy supply, or other unforeseeable, serious and unavoidable circumstances occurring after conclusion of the contract.

(2) If a party is prevented from fulfilling its obligations due to force majeure, this does not constitute a breach of contract. Deadlines shall be extended by the duration of the hindrance plus a reasonable start-up period. The same applies if aurenz is dependent on third-party services and these are delayed due to force majeure.

§ 13 Final Provisions

(1) Unless otherwise agreed, the place of performance is aurenz’s registered office.

(2) The customer may only assign their rights from a business relationship with aurenz with aurenz’s prior consent in text form. Statutory provisions on the assignability of monetary claims, in particular Section 354a of the German Commercial Code (HGB), remain unaffected.

(3) If the customer is a merchant, the place of jurisdiction is aurenz’s registered office. However, aurenz is entitled to take legal action against the customer at their general place of jurisdiction.

(4) The law of the Federal Republic of Germany shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

(5) Should any provision of these terms and conditions be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, a provision shall apply which comes as close as possible to the economic purpose intended, to the extent permitted by law.