General Terms and Conditions of preeco GmbH

As of 29.06.2022

Contracting Parties and Subject Matter

Contracting Parties

These Terms and Conditions govern the legal relationship between preeco GmbH, Magirus-Deutz-Straße 14, 89077 Ulm (hereinafter referred to as "preeco") and its users (hereinafter referred to as "Customers") regarding the use of preeco's software and related solutions and services.

Subject Matter

preeco provides its Customers with Software-as-a-Service services (SaaS services, hereinafter "Software") via the internet in the area of application software. The subject of the contract is the provision of software applications on a subscription basis for use via the internet or other media and the storage of Customer data on servers in the data centers used by preeco.

All contract-relevant information is available digitally on our website www.preeco.de.

Commercial Use

preeco offers the Software and all related solutions and services exclusively to companies, data protection officers, law firms, and all other natural or legal persons or partnerships with legal capacity who, pursuant to § 14 BGB (German Civil Code), act in the exercise of a commercial or independent professional activity when concluding a legal transaction (B2B). By activating a subscription, the Customer confirms that the Software is used exclusively for commercial purposes.

Contract Duration, Contract Changes, and Termination

Contract Conclusion

The contract is concluded by placing an order on the website www.preeco.de or by upgrading within the software provided by preeco.

Contract Duration

The contract duration of a paid software package is based on the duration selected in the order.

The contract duration begins with the conclusion of the contract and is then automatically renewed at the end of the contract:

• For monthly contract durations, automatic renewal occurs for one month each time
• For annual contract durations, automatic renewal occurs for one year each time

Contract Changes

An increase in contract duration (monthly to annual) or a switch to a higher service package ("Upgrade") is possible at any time; a reduction in contract duration (annual to monthly) of a package or a switch to a lower service package ("Downgrade") is only possible with effect at the end of a monthly or annual contract period.

In the case of an upgrade of the ordered service package, the newly incurred or additionally incurred fees will be invoiced.

The currently displayed prices and contract durations on our website (www.preeco.de) or in the application apply.

Termination

Ordinary Termination

Ordinary termination of a contract depends on the Customer's selected service package.

Trial Versions

Trial versions are automatically terminated after 30 days and the data is irrevocably deleted.

Paid Software Packages

Both parties may ordinarily terminate the use of the Software in the case of a paid software package without observing a notice period at the respective end of the term.

Extraordinary Termination

preeco reserves the right to extraordinarily terminate the Customer's access to the Software with notification within a period of seven days if:

• The Customer has violated these Terms and Conditions
• The Customer uses the Software in a manner that would create a real risk of damage or loss for preeco or other users
• In case of default on payment obligations with at least one month's delay and unsuccessful dunning proceedings
• With announcement of contract dissolution, in the event of insolvency-related payment default
• In case of objection to changes to these Terms and Conditions

Via the email address linked to the Customer account, preeco will promptly request the Customer in advance to cease the relevant activity or validate the continued use of their account. Should the Customer fail to take the required steps following this request, access to the Software will be immediately suspended or terminated.

In the following cases, no prior notification of the Customer by preeco is given upon termination with immediate effect:

• in the case of a serious violation of these Terms and Conditions,
• if this would result in legal liability for preeco, or
• would impair preeco's ability to provide the Software to other users, or
• where preeco is prohibited by law from doing so

Termination Declaration

Termination of the contract may be carried out by the Customer by performing the corresponding action (Customer's declaration by pressing the termination button within the Software). preeco is entitled to carry out the termination in writing by email.

Payment Terms

Invoicing

Unless otherwise stipulated in the order, preeco invoices the usage fee at the start of the contract and then at the beginning of each renewal period. Invoicing is done digitally by sending an email to the email address provided by the Customer. The Customer must ensure the accuracy of their email address and access to their inbox. Any payment delays and/or defaults caused by such fault of the Customer may be sanctioned with a dunning procedure, suspension, or termination.

Usage Fee and Due Date

The Customer owes preeco the recurring usage fee specified in the order for the rights to use the Software and the provision of server services during the contract period. Unless otherwise agreed between the parties, the full payment amount is due upon invoicing.

Payment Methods

Payment of the invoice amount can be made by SEPA direct debit or invoice. The Customer is obligated to pay all due prices and fees in accordance with the payment terms stated on the invoice.

The listed prices generally do not include sales tax, use tax, value-added tax, or other taxes (applicable withholding taxes); the payment of these taxes is the sole responsibility of the Customer. Any bank or credit card fees shall be borne by the Customer.

Prices and Price Changes

preeco is entitled to raise the usage fee in a reasonable manner with effect at the end of a contract period. preeco must announce this price change at least 30 days before the end of a period. After the announcement, the Customer may object to the increase within 14 days. The objection must be submitted in text form (email) to support@preeco.de. In the event of an objection, the contract with preeco ends at the end of the current contract period. If the Customer does not object to the increase, this shall be deemed as consent and the contract will be automatically renewed with the adjusted price. preeco will inform the Customer of the consequences of objection or silence in the aforementioned announcement.

Payment Default or Payment Failure

If the Customer fails to meet their payment obligations and thus causes a payment default or payment failure, the statutory provisions shall apply, in particular §§ 286 – 288 BGB (German Civil Code).

Chargeback

If the Customer causes a chargeback due to insufficient funds in their account, preeco is entitled to pass on the incurred fees for the debit/chargeback to the Customer for payment and to charge the Customer a processing fee of EUR 50 net plus VAT.

Dunning Procedure and Dunning Fees

After an unsuccessful first payment reminder, preeco is entitled to charge a reasonable fee from the second reminder onwards.

Rights and Obligations of preeco

Software Provision

preeco provides the Customer with the booked Software in the respective current version via the internet for the contract duration. For this purpose, preeco stores the Software on a server that is accessible to the Customer via the internet.

Updates and Upgrades

Updates and upgrades in the form of enhancements and bug fixes to the Software are included with every subscription provision, unless otherwise contractually agreed or specified in the service description of the respective Software. preeco continuously monitors the functionality of the Software and eliminates all software errors that restrict or prevent the use of the Software as quickly as possible within the scope of technical possibilities.

Indemnification from Third-Party Claims

preeco shall be indemnified from all third-party claims based on unlawful use of preeco's services by the Customer, carried out with the Customer's approval, or arising in particular from data protection, copyright, or other legal disputes related to the use of preeco's Software. If the Customer recognizes or should recognize that such a violation is imminent, there is an obligation to immediately notify preeco.

Reservation of Rights

preeco reserves all rights and claims to the Software (and to software updates provided by preeco), as well as to all copies, modifications, and derived versions of the Software, in particular all patent and copyright rights, trade secret rights and trademark rights, as well as all industrial or other protective rights or intellectual property rights.

Server Performance

preeco is prepared to provide the Customer with the corresponding server services necessary for the proper use of the Software. It cannot be excluded that server services may be temporarily interrupted due to technical difficulties.

The internet connection between the Customer and the data center and the hardware and software required for this are not part of preeco's services. The costs incurred for this shall be borne by the Customer.

Support

preeco provides online support for the Customer. This is provided to assist with the use of and to receive feedback on the Software. A support request can be made by email around the clock or by telephone and online chat during contact hours. Excluded from support hours are all times outside contact hours as well as all public holidays in Germany/Baden-Wuerttemberg. The response time for contact by email is typically approximately 12 hours and refers only to times when preeco support is available.

preeco's support does not extend to legal advice.

Contact hours and corresponding contact details for email and telephone can be found at www.preeco.de. The chat appears based on availability during the aforementioned contact hours on the preeco website and in the provided Software.

Rights and Obligations of the Customer

Right of Use

preeco provides the Customer with the features described in the booked package for the duration of the software subscription via online access. preeco hereby grants the Customer a simple, non-exclusive, temporally and spatially limited, non-transferable right to use and execute the Software within the scope of use specified in the order.

The Customer is obligated to ensure that data entry and transmission to the Software is carried out properly, completely, and truthfully.

Usage Restrictions

The Customer agrees to use the Software in accordance with the contract and not to transfer, sell, rent, lease, sublicense, lend, or otherwise make available the Software in whole or in part to third parties.

The Customer is not authorized to connect the Software with other computer programs.

Use of the Software beyond the contractually agreed scope of use is prohibited. The Customer agrees to refrain from such use.

The Customer is not permitted to conclude a contract using fictitious data (e.g., fictitious companies, false employee numbers, false revenue figures, false addresses, etc.), nor to simultaneously register a trial version multiple times for an already registered company.

Misuse

The Customer agrees not to misuse the Software, in particular to respect national and international copyright and trademark, patent, name and designation rights, as well as other industrial property rights and personal rights of third parties. Furthermore, the Customer may not introduce data into the system that contains a computer virus (infected software), nor use it in a manner that negatively affects the availability of the Software for the Customer themselves or other customers. The Customer is not authorized to reverse engineer, decompile, disassemble, modify, reproduce, or use any part of the Software to create a separate application. The Customer agrees, unless otherwise authorized in writing by preeco, not to copy the Software in any way or create derivative works from it, not to attempt to circumvent, disable, or defeat technical usage restrictions on the Software.

Unauthorized Access

The Customer agrees to prevent unauthorized access by third parties to the Software through appropriate measures. This primarily includes keeping the password secret and not making it accessible to third parties. The Customer must also inform their users about this. The Customer is responsible for entering and maintaining the data and information required for the use of the Software. This includes in particular the creation and maintenance of user accounts and their master data.

Consequences of Violations of Permitted Use

If the Customer violates any of the foregoing provisions of these Terms and Conditions, all usage rights granted under the usage agreement shall immediately become ineffective and automatically revert to preeco. In any case, the Customer must immediately and completely cease use of the Software. preeco is entitled to block access to the Software or, in serious cases, to terminate the contract extraordinarily. Further claims by preeco remain unaffected.

Customer Liability for Breaches of Duty

The Customer is obligated to inform users in a timely manner before the start of use about the details of this contract, in particular about the rights and obligations under this contract. The Customer is liable for all breaches of duty by their users as well as other third parties who commit breaches of duty within the Customer's sphere of control, unless the Customer can prove that they are not responsible for the breach of duty.

Obtaining Third-Party Consent

To the extent that the Customer collects, processes, or uses personal data in the course of using preeco's services and no legal basis applies, the required consent of the respective data subject must be obtained. Furthermore, the Customer is obligated to ensure that, when having data of third parties (employees, Customer's customers, etc.) read by the Software, such use is not carried out without the consent of that third party, insofar as this is legally required.

Data Protection and Data Security

Data Protection

preeco complies with both the national provisions of the Federal Data Protection Act (BDSG-neu) and the international provisions of the European General Data Protection Regulation (EU-GDPR). An exact description regarding the collection, processing, and use of the Customer's personal data by preeco can be found in the privacy policy (www.preeco.de/data protectionhinweise).

For companies that are also subject to the EU-GDPR, a Data Processing Agreement ("DPA") is concluded between preeco and the Customer.

preeco collects, processes, and uses Customer data only for the performance and processing of the contractual relationship. Customer data is not shared with third parties without prior consent. Data without personal reference or anonymized or pseudonymized data may be automatically collected to improve the functionality of the Software.

Data Encryption

All data traffic during the use of the software products offered by preeco is encrypted via the HTTPS protocol.

Data Security

preeco undertakes to take appropriate precautions against data loss, unauthorized third-party access to data, and unauthorized modification of Customer data.

Liability

Liability in the Case of Trial Versions and Free Provision

In the case of free provision and the free trial version, the Software is provided as is, without warranty of any kind.

For users of freely provided Software and the free trial version, the provisions on lending (§§ 598 ff. BGB) take precedence over the liability limitations of a paid preeco software package. In particular, but not exhaustively, liability pursuant to § 599 BGB is limited to intent and gross negligence, and preeco's warranty liability pursuant to § 600 BGB is limited to fraud. Furthermore, the relevant right of termination under § 605 BGB and the shortened limitation period of six (6) months under § 606 BGB apply.

Warranty

preeco will provide the Software free from material and legal defects and maintain it in a condition suitable for contractual use during the contract period. The obligation to maintain the Software does not include adapting the Software to new operating systems or operating system versions, adapting to the functional scope of competing products, or establishing compatibility with new data formats. Despite the greatest possible care, preeco does not warrant that the Software is free from defects, errors, bugs, and temporary server outages, particularly if their cause lies outside preeco's technical resources, scope of services, or area of responsibility. All warranty claims against preeco shall be time-barred within twelve (12) months. This does not apply in the case of warranty claims to the extent that preeco is mandatorily liable by law. Fault-independent liability for initial defects pursuant to § 536a para. 1 alt. 1 BGB is excluded.

The Customer may only assert reduction and withdrawal rights after remediation has been unsuccessful.

Supplementary Performance

Should a defect unexpectedly occur, preeco will remedy the defect within a reasonable period. preeco is also entitled to provide the Customer with temporary workarounds and remedy the defect later through adjustment of the Software or server performance, provided this is reasonable for the Customer. Termination by the Customer pursuant to § 543 para. 2 sentence 1 no. 1 BGB due to non-granting of contractual use is only permissible if preeco has been given sufficient opportunities for defect remediation and these have failed.

Reduction Claims

In the presence of a defect caused by preeco, the Customer is entitled to first request the elimination of the defect, and if the defect has not been eliminated within four (4) weeks after notification, the Customer is entitled to a reasonable reduction of the usage fee for the duration of the existing defect.

Withdrawal from Contract

Should supplementary performance remain unsuccessful and further supplementary performance be unreasonable for the Customer or preeco due to excessive economic or financial expense, both parties may withdraw from the contract. After withdrawal, the Customer must cease use of the Software and preeco must refund the proportional amount that has not yet been "used" by the Customer at the time of withdrawal and that would remain outstanding until the end of the current contract period.

Limitation of Liability

preeco is liable within the framework of statutory provisions for damages caused intentionally or through gross negligence by preeco, and in the case of slight negligence only when it concerns a breach of material contractual obligations, i.e., obligations whose fulfillment makes the proper performance of the contract between preeco and its Customer possible in the first place and on whose compliance the Customer may regularly rely (cardinal obligations). In the case of slightly negligent breach of a cardinal obligation, preeco's liability is further limited to the typically foreseeable damage under the contract. To the extent that damage was caused by both parties, the Customer's contributory negligence shall be taken into account. Otherwise, preeco's liability, regardless of its legal basis, is excluded unless preeco is mandatorily liable by law, in particular due to injury to life, body, or health of a person, in the absence of a guaranteed characteristic for all damages attributable thereto, for fraudulent concealment of a defect, or under the Product Liability Act. The foregoing liability limitation provisions shall also apply in favor of preeco's employees. Notwithstanding the provisions of this paragraph, preeco shall not be liable for damages incurred by the Customer as a result of the Customer's own failure to meet their supervisory obligations.

Confidentiality

Confidentiality of preeco

preeco undertakes to maintain the strictest confidentiality regarding all confidential matters, in particular trade and business secrets of the Customer, that come to its knowledge in the course of preparing, performing, and fulfilling the contract, and not to disclose or otherwise use them for any purpose other than the contractual purpose.

Confidentiality of the Customer

The Customer is obligated to protect the Software from unauthorized access or access by third parties and to ensure that no copy, publication, or other form of disclosure of the material (including Software), in whole or in part, takes place unless permitted under the usage agreement. The Customer acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or unauthorized copies may cause damage to preeco. Confidential within the meaning of this agreement is all information that is marked as such by preeco or whose confidentiality is evident from the circumstances. The Customer undertakes towards preeco to keep all confidential information that became or becomes known to them in advance and/or in the course of the performance of this agreement confidential, in particular to prevent any third-party access to this information. The Customer shall obligate all authorized users, employees, and staff to maintain confidentiality to the extent defined herein, insofar as they are not already obligated to do so under their employment contract.

Copyright and Trademark Rights

preeco reserves its unrestricted ownership and copyright exploitation rights to all documents, graphics, and other materials. The materials may only be made accessible to third parties with preeco's prior consent and, if the order is not placed with preeco, must be returned to preeco immediately upon request. Any markings on the Software relating to copyright notices, trademarks, or serial numbers may not be removed, altered, or made illegible.

The registered trademark "preeco" and the associated software/online platform preeco.de is an internet service of: preeco GmbH, Magirus-Deutz-Straße 14, 89077 Ulm, Germany.

Final Provisions

Severability Clause

Should one or more provisions of these Terms and Conditions be deemed void or invalid, the validity of the remaining provisions shall remain unaffected. The void or invalid provision shall in this case be replaced by an economically equivalent, lawful provision to the greatest extent possible.

Governing Law and Jurisdiction

German law shall apply exclusively. The place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of preeco in Ulm.

Changes to the Terms and Conditions

preeco reserves the right to change these Terms and Conditions at any time for the future. Such changes will be communicated in writing in a timely manner, but no later than 30 days before they take effect (an email is sufficient). By continuing to use the Software after the amended Terms and Conditions take effect, the Customer agrees to them. The Customer has the opportunity to object to the changes in text form (email to support@preeco.de) from receipt of the notification until the time of entry into force. If the Customer objects to the changes to these Terms and Conditions, the agreement affected by the change will be terminated extraordinarily with a notice period of 1 week. The termination must be in text form.

Exclusive Validity

Unless expressly agreed to, the Customer's General Terms and Conditions shall not become part of the contract and shall therefore have no legal effect against preeco.