General terms and conditions of business the NEXOWARE Group

These General Terms and Conditions of the NEXOWARE Group (“GTC”) apply to the licensing and use of the software applications (“Software”) provided by the companies of the NEXOWARE Group by the contractual partner (“Customer”). The NEXOWARE Group company concluding the contract with the Customer is identified by the respective offer (“NEXOWARE,” Customer, and NEXOWARE, each individually also referred to as a “Party” and together as the “Parties”).

NEXOWARE offers the software exclusively to businesses as defined in § 14 of the German Civil Code (BGB), i.e., natural or legal persons or partnerships with legal capacity who are acting in the course of their commercial or independent professional activity. Use of the software by consumers (§ 13 BGB) is prohibited.

Use of the software requires a user agreement with a NEXOWARE-authorized sales partner (“Sales Partner”) or with NEXOWARE itself (“User Agreement”). The User Agreement with NEXOWARE can be concluded in various ways, in particular by the customer accepting NEXOWARE’s offer. In case of conflict, customer-specific terms and conditions in the offer or the User Agreement (and their appendices) take precedence over these General Terms and Conditions.

Any terms and conditions of the customer that deviate from or supplement these General Terms and Conditions shall only apply if NEXOWARE has explicitly agreed to them in writing (see section 15.6). This requirement of written consent applies in all cases, even if NEXOWARE performs services without reservation despite being aware of the customer’s deviating or supplementary terms and conditions.

For third-party products (e.g., AI systems, AI models, or other third-party software) as well as open-source software that NEXOWARE integrates into or delivers to the customer along with its software, the terms and conditions of the respective manufacturer apply unless otherwise agreed. These may contain provisions regarding the granting of rights of use, warranty, and liability that deviate from these General Terms and Conditions. In connection with the use of AI systems and AI models, the customer shall, in particular, observe the intended purpose specified in the offer or user agreement and shall not use the AI ​​systems and AI models for purposes other than those specified. NEXOWARE expressly points out that it has no influence on the manufacturers’ business and licensing policies and cannot, for example, prevent the customer from incurring future costs, such as for a necessary upgrade, due to changes in the licensing model or the discontinuation of support for certain versions. NEXOWARE will inform the customer of the manufacturers’ terms and conditions upon conclusion of the contract. If the manufacturers’ terms and conditions contain gaps, the provisions of these General Terms and Conditions shall apply accordingly.

If the user agreement is concluded with a distributor, further general terms and conditions of the respective distributor may apply, which the distributor provides. In the event of any conflict between the provisions of these General Terms and Conditions and those of any further general terms and conditions of the distributor, the provisions of these General Terms and Conditions shall always prevail with regard to the use of the software.

The subject of these Terms and Conditions is (i) the granting of perpetual rights of use to the software (“Purchase License”), (ii) the enabling, limited to the term of the user agreement, of the customer’s use of the cloud-based software operated exclusively on NEXOWARE’s servers or those of NEXOWARE’s subcontractors (“Cloud Operating Model”), (iii) the provision, limited to the term of the user agreement, of the software for the purpose of self-operation by the customer on their own servers or servers rented by the customer from third parties for this purpose (“Self-Operation Model”) (Cloud Operating Model and Self-Operation Model hereinafter also collectively referred to as “Rental License”), and/or (iv) the provision of ancillary services by NEXOWARE (e.g., support with the installation and configuration of the software). The provision of ancillary services requires an explicit order and is not part of the Purchase or Rental Licenses.

The specific software included in the contract, the type of licensing (purchase license/rental license), the deployment method (cloud/on-premises), the precise scope and functions of the software provided to the customer, and the purposes for which the customer may use the software are all detailed in the offer or user agreement, the agreed-upon usage package (“Package”), and, where applicable, the service descriptions (“Service Descriptions”) provided on the NEXOWARE website. Unless expressly stated otherwise in the offer or user agreement, these Terms and Conditions, or the respective Service Description, the Service Descriptions do not constitute a warranty of quality, and NEXOWARE is not obligated to provide any further services, in particular installation, setup, consulting, customization, or training services.

Insofar as NEXOWARE provides mobile access for selected types of mobile devices (“Apps”) in connection with the software, the Apps can be downloaded from the relevant app stores (for example, where available, from the iTunes Store for iOS devices or the Google Play Store for Android-based devices).

The parties agree that NEXOWARE will continuously develop the software, resulting in ongoing changes (“developments”). These developments may also lead to individual software functions being replaced or partially or completely removed during the term of the agreement, subject to the provisions of Clause 14.

To the extent that NEXOWARE provides standard interfaces (APIs) or other technical solutions (e.g., middleware) for customer or third-party systems within the scope of the software, NEXOWARE is not obligated to adapt these to the respective systems or to any changes to such systems, nor to commission third parties to do so. It is solely the customer’s responsibility to adapt the respective systems to the software’s standard interfaces or to conclude the necessary contracts with third parties and to verify whether the software supports the technical integration in the form desired by the customer. However, in the event of changes to the standard interfaces of widely used third-party systems, NEXOWARE will endeavor to provide adequate resources to (re)establish interoperability. If offered by NEXOWARE or its sales partner, the customer may order additional services for a separate fee that are necessary, for example, to establish interoperability (e.g., configurations, connections to third-party software, custom developments, provision of middleware, etc.). Section 10 applies to additional services provided by NEXOWARE. The customer has no right to the provision of additional services. For clarification: Insofar as the software technically enables the integration of third-party services, NEXOWARE provides no warranty and makes no representations regarding the functionality and error-free operation of these third-party services.

NEXOWARE grants the customer a non-exclusive, non-sublicensable, and non-transferable right to use the software (“Right of Use”). This Right of Use is limited to the agreed-upon license and operating model (purchase or rental license, cloud or on-premises operation), the functions and services described in the booked package, the contractually agreed-upon or underlying purposes (in particular, use only for the customer’s own company and companies affiliated with the customer within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG)), and the scope of the license included in the booked package or additionally agreed upon contractually (e.g., type and number of users or devices) or, in the case of a pay-per-use model, the intensity of use. It is contingent upon the proper payment of the agreed-upon remuneration (see Section 5). Unless the parties expressly agree to the granting of a purchase license, the customer is granted the Rights of Use under a rental license.

If the software is licensed on a named user basis, a named user is a natural person who acts on behalf of and for the account of the customer within their company. The customer must specify the named users in the respective software but is entitled to change them subsequently at any time (e.g., if an employee of the customer leaves the company and the vacated named user license is to be assigned to a new employee). If the software is licensed on a concurrent user basis, a concurrent user is a natural person who acts on behalf of and for the account of the customer within their company and accesses or uses the software. The decisive factor is the highest number of people accessing or using the software simultaneously, without specifying names. The number of named and/or concurrent users is determined by the package selected under the license agreement and any additional named and/or concurrent user licenses agreed upon. If the customer uses or intends to use the software for more users than are included in the selected package or have already been additionally agreed upon, the customer is obligated to obtain a (further) supplementary license by concluding a (further) additional agreement. NEXOWARE expressly reserves all rights arising from any use contrary to the contract.

All rights to the software, in particular all intellectual property rights, including copyrights, trademark rights, patents and other proprietary rights, belong exclusively to NEXOWARE or its licensors.

NEXOWARE is entitled to verify the customer’s compliance with the agreed usage rights, either directly or through third parties, using technical means (e.g., remote access) or based on a corresponding self-declaration from the customer. Such verification will generally not occur more than once per calendar year; however, additional checks may be carried out if there is concrete suspicion of a license violation. NEXOWARE undertakes to keep confidential all information obtained during the verification that does not relate to the software and its use by the customer. Disclosure of verification results to the manufacturer of any affected third-party product is permitted. If a verification reveals that the customer has violated or exceeded the usage rights granted to them under the contract, the customer shall bear the costs of the verification and is obligated to purchase a corresponding additional license. NEXOWARE reserves all further rights, in particular the right to claim damages.

The customer shall provide NEXOWARE with reasonable support in the performance of the contractual services. This includes, in particular, providing information necessary for NEXOWARE to perform its services. Should the customer fail to perform its required cooperation, or fail to do so in a timely or sufficient manner, NEXOWARE shall be released from its obligation to provide the related services.

Before using the software, the customer must ensure that their intended use complies with all legal requirements. If the software does not permit legally compliant use, the customer will inform NEXOWARE immediately.

In the case of software use in the cloud operating model, the customer guarantees that all information to be transferred by them to the software (i) does not violate any legal regulations or third-party rights, (ii) the customer has checked the information to be transferred for viruses or other harmful components before its transfer and has used state-of-the-art measures (e.g., antivirus programs) for this purpose, and (iii) the software will not be used to distribute viruses or malware or for other abusive or unlawful purposes (including sending spam messages, conducting DDoS attacks, phishing attempts, or trademark or copyright infringements). Should the customer transfer unlawful content to the software contrary to the above provision, NEXOWARE is entitled to delete it immediately. Sections 6.2 and 9.2 remain unaffected.

The customer shall immediately indemnify NEXOWARE against all damages and claims by third parties (including authorities and official fines) resulting from a culpable breach of the warranty under clause 4.3 by the customer. This indemnification also includes the costs of legal defense at the statutory rate. NEXOWARE shall inform the customer immediately if any such claims are asserted against NEXOWARE.

Access to the software in the cloud operating model is protected by access restrictions. The customer must keep their access credentials confidential at all times and carefully protect them against unauthorized access by third parties, and ensure that their users also consistently comply with this obligation. If the customer becomes aware of any indications that their access, or that of any of their users, has been misused by unauthorized third parties, the customer will inform NEXOWARE immediately. NEXOWARE will not disclose the customer’s or users’ access credentials to unauthorized third parties and will never request access credentials from the customer or users (e.g., via email or telephone).

The customer shall take all necessary and reasonable measures to prevent or at least limit any damages resulting from the use of the software. In particular, in the cloud operating model – subject to NEXOWARE providing appropriate extraction options – the customer shall ensure regular, separate backups of their information stored and processed in the software. Furthermore, the customer is responsible for backing up their information contained in the software in a timely manner before the termination of the user agreement (within the scope of the software’s provided functionalities) (see section 6.3).

Insofar as the customer culpably breaches the obligations under clause 4.6, NEXOWARE shall not be liable for any resulting consequences, in particular for the recovery of lost or damaged information.

The customer is responsible for ensuring compliance with the system requirements necessary for using the software, particularly regarding compatibility with required protocols and browsers. NEXOWARE reserves the right to adjust the system requirements to reflect the current state of the art at any time. NEXOWARE will inform the customer about the system requirements upon request. Depending on usage and function, the cloud operating model may require allowing cookies and enabling JavaScript.

If the software contains AI functions (e.g., in the form of AI assistants or AI agents) and meets the requirements of an AI system as defined by the AI ​​Regulation, the customer may be considered not only the operator but also the provider of the AI ​​system within the meaning of the AI ​​Regulation. The customer is responsible for complying with the applicable provisions of the AI ​​Regulation. The customer is aware that the content generated by AI (“AI output”) may contain inaccuracies, errors, or outdated information. The customer is obligated to regularly and independently review the AI ​​output – in particular, through appropriate human review for technical and content-related accuracy as well as for any legal infringements. NEXOWARE assumes no responsibility for the AI ​​output generated by the AI ​​functions. In particular, NEXOWARE will not review the accuracy, timeliness, correctness, plausibility, or legality of the AI ​​output or make any corrections.

The customer owes the remuneration agreed upon in the usage agreement according to the chosen package and possibly adjusted by additional agreements (especially in the case of license extensions).

NEXOWARE is entitled to adjust the agreed-upon ongoing fees for rental licenses appropriately, subject to the conditions set forth in the following paragraphs. NEXOWARE will notify the customer of the price adjustment at least six (6) weeks prior to its effective date, stating the reasons for the adjustment. Notification will be sent via email to the email address provided by the customer.

Unless expressly stipulated otherwise in the user agreement, (i) user-, device- or company-based fees will be billed in advance according to the interval defined in the offer or user agreement, and (ii) usage-based fees (pay-per-use models, e.g., in connection with the use of AI) will be billed monthly after the service has been provided.

Services are billed according to the time and materials expended, at the agreed daily or hourly rates (see section 10.1). If the customer commits to a specific quota of person-days, any unused services within that quota during the agreed call-off period will be billed at the agreed daily or hourly rates, provided NEXOWARE was unable to deploy the personnel to other projects. If the customer terminates the contract with proper notice before the end of the agreed quota period, they must compensate for the actual time and materials expended up to the effective date of termination, but at least for the portion of the agreed quota that corresponds to the period already elapsed in relation to the total term of the quota.

The customer may only offset payment claims from NEXOWARE with due or future claims that are legally established or undisputed.

Unless explicitly stated otherwise, all amounts are net prices plus VAT at the statutory rate.

Before concluding a paid software usage agreement, NEXOWARE may, at its sole discretion, offer the customer the opportunity to use the software free of charge to a limited extent during a trial period. A free trial period does not automatically convert into a paid usage agreement.

Unless expressly stipulated otherwise in the offer or user agreement, the user agreement is concluded for an initial minimum term of 12 months (“Minimum Term”). After the expiry of the Minimum Term, the user agreement is automatically extended by a further 12 months (“Extension”), unless the user agreement is properly terminated by either party in writing with three (3) months’ notice prior to the end of the Minimum Term or the respective Extension (see Section 15.6).

Furthermore, ordinary termination is excluded. The right of both parties to terminate without notice for good cause remains unaffected. NEXOWARE is particularly entitled to terminate without notice if the customer fails to make payments due despite a reminder and a grace period, or repeatedly violates the contractual provisions regarding the use of the software to a significant extent or despite a reminder. Clause 9.2 remains unaffected.

NEXOWARE may retain the customer’s information transferred under the cloud operating model for a transitional period of two weeks after the termination of the user agreement to enable the customer to back up their data (see Section 4.6). However, unless the parties have explicitly agreed to this in writing as defined in Section 15.6 (e.g., in the offer or user agreement), NEXOWARE is expressly not obligated to do so. Once the customer has backed up their data upon termination of the user agreement, the customer shall inform NEXOWARE immediately. At the latest after the two-week transitional period has expired, NEXOWARE will irretrievably delete the customer’s data, unless NEXOWARE is legally obligated or contractually entitled to retain it for a longer period. If the customer or their users independently delete their assigned customer account or parts thereof, the information transferred by the customer will generally be deleted immediately and irretrievably, making subsequent backup or recovery impossible.

If the customer uses the software within a cloud operating model, the customer is entitled to terminate the user agreement and switch to another provider, even during the minimum contractual term or any mandatory renewal periods. Switching includes migrating to the customer’s own IT infrastructure (insourcing) and deleting exportable data. The data categories transferable during the switch and the switching procedure are specified in the offer or user agreement. The switch is initiated by a written declaration of intent from the customer with a notice period of two (2) months. NEXOWARE will provide reasonable support to the customer during a transition period of 30 calendar days following the expiration of the notice period. After the transition period, there is a further retention period of 30 calendar days to allow the customer to retrieve their exportable data. After data deletion (provided the customer only requests the deletion of their exportable data) or after the aforementioned deadlines have expired, the user agreement is terminated and NEXOWARE deletes all of the customer’s exportable data, unless statutory retention obligations apply. If the user agreement is terminated before the end of the agreed term, the customer pays NEXOWARE 60% of the fee that would have accrued until the next ordinary termination date. Support services provided by NEXOWARE beyond the statutory obligations will be billed based on the agreed daily or hourly rates.

NEXOWARE guarantees that the software will be available to the customer in accordance with the provisions of these Terms and Conditions, the offer or user agreement, and the respective service descriptions. NEXOWARE provides no further warranties or independent guarantees. In the event of any defects, NEXOWARE will take the necessary measures to remedy the defects within a reasonable timeframe.

In the case of rental licenses, strict liability pursuant to Section 536a Paragraph 1 of the German Civil Code (BGB) for defects that already existed at the time of conclusion of the contract is excluded.

It is hereby clarified that the handover point in the cloud operating model is the connection of the software to the internet by NEXOWARE. This means that the customer is responsible for ensuring a suitable internet connection. NEXOWARE is therefore not responsible for disruptions in data transmission over the internet.

NEXOWARE is released from its performance obligations in cases of force majeure. Force majeure includes all unforeseen events whose impact on the performance of the contract is beyond the control of either party. These events include, in particular, lawful industrial action, even at third-party companies, official actions, failure of communication networks and gateways of other operators, disruptions in the area of ​​network providers, or other technical malfunctions that could not have been prevented even by standard and reasonable security measures implemented by NEXOWARE, even if these circumstances occur at the premises of subcontractors, sub-suppliers of NEXOWARE, or their subcontractors. Force majeure also includes, in particular, DDoS or other cyberattacks that cannot be prevented by NEXOWARE even with the implementation of standard and reasonable security measures.

NEXOWARE provides the customer with available bug fixes, patches, updates, or other updates (excluding paid upgrades) for the software used; however, for purchased licenses, this is only provided upon conclusion of a separate maintenance and support agreement. Installation is performed, as specified in the offer or user agreement, either by the customer or by NEXOWARE.

Further maintenance and support services may arise from the offer, the user agreement, and/or the service descriptions (see section 2.2). In this respect, the parties clarify that NEXOWARE provides maintenance and support services only to its respective contractual partner. This means that if customers conclude a user agreement with a sales partner, the support and service services agreed upon with the respective sales partner, under the agreed terms and conditions, apply exclusively to these customers. NEXOWARE provides the maintenance and support services defined in the offer, the user agreement, and/or the service descriptions to the sales partner (as 2nd level support).

Activities aimed at rendering the software inoperable (even for other customers), hindering its use, or jeopardizing system security or integrity are prohibited. The customer may not take any actions that could result in an unreasonable or excessive burden on the software or its infrastructure.

NEXOWARE may temporarily block a customer’s access to the software if there is concrete evidence that the customer has violated legal regulations, these Terms and Conditions, or provisions of the offer or user agreement, or is in arrears with payment of an amount exceeding at least one month’s fee. Section 6.2 remains unaffected. When deciding whether to block access, NEXOWARE will consider the legitimate interests of the affected customer, in particular whether there is evidence that the customer is not at fault for the violation. NEXOWARE will lift the block immediately once the violation or payment default has ceased.

Software availability

Unless otherwise agreed in the offer or the user agreement, agreed additional services will be provided on the basis of service contract law and billed on a time-based basis after the service has been rendered (generally monthly). Upon prior approval, the customer will also reimburse NEXOWARE for incidental expenses incurred in connection with the services, such as travel and accommodation costs.

Unless explicitly agreed otherwise in writing (Clause 15.6), NEXOWARE grants the customer only a non-exclusive, non-transferable, non-sublicensable right to use the results of the additional services provided under this Clause 10, limited to the term of the user agreement, only for the purposes and to the extent specified in the offer or user agreement.

In addition to these terms and conditions, special conditions may also be agreed upon for additional services.

Insofar as the customer has concluded the usage agreement with a sales partner and commissions the sales partner with additional services, NEXOWARE is not involved in this and only the terms and conditions agreed between the customer and the sales partner apply.

If NEXOWARE provides software to the customer without charge, e.g. during a free trial period, NEXOWARE is only liable for intentional and grossly negligent breaches of duty.

Under paid contracts, NEXOWARE is liable for damages, except in cases of breach of essential contractual obligations, only to the extent that NEXOWARE, its legal representatives, executive employees, or other agents are guilty of intent or gross negligence. In cases of breach of essential contractual obligations, NEXOWARE is liable for any culpable conduct on the part of its legal representatives, executive employees, or other agents. “Essential contractual obligations” are defined as those obligations whose fulfillment is essential for the proper performance of the contract, on whose compliance the contractual partner may regularly rely, and whose breach jeopardizes the achievement of the contract’s purpose.

Except in cases of intent or gross negligence on the part of NEXOWARE, its legal representatives, executive employees or other agents, NEXOWARE’s liability is limited to the amount of damages typically foreseeable at the time of conclusion of the contract.

In the cases described in section 11.3, NEXOWARE’s liability for purchased licenses is limited to 100% of the order value, and in all other cases to 100% of the remuneration paid by the customer within the 12 months preceding the occurrence of the damage. If the license agreement has not yet been in effect for 12 months at the time of the damage, the remuneration will be calculated accordingly.

Any further liability of NEXOWARE is excluded. To the extent that NEXOWARE’s liability is excluded or limited, this also applies to the personal liability of NEXOWARE’s legal representatives, executive employees, or other agents.

The aforementioned exclusions of liability do not apply in the case of express guarantees assumed by NEXOWARE and for damages resulting from injury to life, body or health, as well as in the case of mandatory legal provisions.

For clarification: NEXOWARE is not liable for sales partners who conclude user agreements with the customer or provide additional services in their own name and for their own account. In this case, any claims by customers along the supply chain are directed exclusively against the respective sales partner.

The parties undertake to treat as confidential all confidential information of the other party and of companies affiliated with it within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), which becomes known to them in connection with or during the performance of the user agreement, and to use it only for contractually agreed purposes. This obligation of confidentiality does not apply to employees, staff, and external consultants who are directly involved in the performance of the agreement (the “need-to-know” principle) and who are legally or contractually bound to secrecy – to the extent legally permissible, even after their departure from the company. Furthermore, this obligation of confidentiality does not apply to information whose disclosure the other party has consented to. “Confidential information” within the meaning of this provision means trade secrets within the meaning of Section 2 No. 1 of the German Trade Secrets Act (GeschGehG) and other confidential information of an economic, legal, financial, technical or tax nature which relates to the business activities, users or employees of the parties and which is designated as such or is to be regarded as confidential by its nature, irrespective of whether and how it is documented or embodied (in particular all documentation, instructions, codes, libraries and computer programs).

The term “confidential information” does not include information that (i) is or becomes publicly available (except as a result of a breach of this agreement by the informed party or one of its representatives); (ii) was already lawfully in the possession of the informed party without any obligation of confidentiality before it was received from the informing party; or (iii) was received from a third party who is entitled to disclose such information without restriction. The burden of proof for the existence of any of the foregoing exceptions lies with the party invoking them.

If a party is legally obligated or required by an official order to disclose confidential information of the other party to a public authority as described above, it is entitled to do so. The scope of the disclosure must be kept to a minimum; the other party must be informed immediately and, if possible, before the information is released to the public authority.

The reverse engineering of software, including the decompilation of software into other code forms, is prohibited unless explicitly permitted by law. Copyright notices in the program code must not be removed.

If one party becomes aware of confidential information belonging to the other party, it shall, upon termination of the user agreement, immediately return or destroy all confidential information (including all physical copies, data carriers, and other media) at its own expense and upon written request, and confirm this to the other party. This does not apply if and to the extent that the party obligated to return or destroy the information is legally required to retain it.

The confidentiality obligations of the parties under this clause 12 shall continue for 3 years after the termination of the user agreement.

The processing of the customer’s personal data, in particular via the cloud operating model, is carried out in accordance with the data processing agreement attached to these terms and conditions as Annex 1.

The customer is and remains the owner of their data and content processed with the software. The customer grants NEXOWARE the non-exclusive and geographically unrestricted right to use the data and content for the purpose of fulfilling the contract during the contract term, and for this purpose – either directly or through third parties – to reproduce, edit, and distribute it, for example.

NEXOWARE is entitled to use and process any information provided by the customer in anonymized and, if necessary, aggregated form for its own purposes, in particular for the further development and improvement of its own services and for the development and marketing of new tools, either directly or through commissioned third parties. The customer hereby grants NEXOWARE the corresponding permission and instructions (in accordance with data protection law) for anonymization.

NEXOWARE may offer the customer changes to these Terms and Conditions, the offer, or other components of the user agreement at any time. In such a case, NEXOWARE will inform the customer of the proposed changes in writing (e.g., by email) at least four weeks before the proposed effective date. The changes offered to the customer will only become effective if the customer agrees to them as follows:

NEXOWARE may, as part of the ongoing development of the software, restrict functions and services if and to the extent that this is necessary for a compelling reason that was unforeseeable at the time of contract conclusion, and provided that the balance between performance and consideration is not shifted to the customer’s disadvantage, such that the change is reasonable for the customer. Such a reason exists if the adjustment is necessary to adapt the software to the state of the art, developments in IT security, developments in legal or regulatory requirements, particularly in the areas of data protection, telecommunications, and consumer protection, as well as market developments (especially changes in usage patterns and customer expectations for comparable solutions).

If the software contains AI functions, the following takes precedence over section 14.2: NEXOWARE reserves the right to replace, modify, or adapt the technologies underlying the AI ​​functions (algorithms, models, etc.) to new legal or regulatory requirements at any time, in particular to the provisions of the AI ​​Regulation. NEXOWARE specifically reserves the right to replace the AI ​​model used with another, technically comparable or superior model. The customer will be informed in a timely manner of any significant changes to the functionality or performance of the software. NEXOWARE may deactivate or restrict individual AI functions if this is necessary for technical, legal, or security reasons. In the event of permanent deactivation of essential functions, the customer has the right to terminate the user agreement in writing without notice.

For clarification: Unless explicitly agreed otherwise in writing between the parties (see clause 15.6), these terms and conditions also apply to any adapted version of the software.

This user agreement, including these terms and conditions, is governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.

The exclusive place of jurisdiction for all disputes arising from the contractual relationship between the customer and NEXOWARE is Ulm, provided the customer is a merchant.

For the purpose of fulfilling the contract, NEXOWARE may use other service providers and companies affiliated with NEXOWARE.

The offer or the user agreement, including these terms and conditions and the service descriptions (see section 2.2), which are integral parts of the user agreement, constitute the entire agreement and understanding between the parties regarding the subject matter of the contract and supersede all prior oral or written agreements or understandings between the parties regarding the subject matter of the contract.

In the event of discrepancies between the regulations or content of the offer or user agreement, the terms and conditions or the service descriptions, the following order of precedence applies (whereby the terms of the data processing agreement always take precedence within their scope of application):

Amendments or additions to the offer or user agreement or these General Terms and Conditions, including this written form clause, require written form to be effective, subject to the procedures stipulated in Section 14. Written form is satisfied by a handwritten signature, a simple digital signature (e.g., DocuSign), or by the electronic transmission of signed and scanned business letters (“written form”).

Unless expressly agreed otherwise, notices may be given in written form and transmitted by email to the email addresses designated by the parties for this purpose. Oral and telephone communication are not sufficient.

The invalidity or unenforceability of one or more provisions of these terms and conditions shall not affect the validity of the remaining provisions. The same applies if these terms and conditions do not contain a provision that is otherwise necessary. The parties shall replace the invalid or unenforceable provision with a legally permissible and enforceable provision that most closely approximates the economic intent and purpose of the invalid or unenforceable provision. Should these terms and conditions be incomplete, the parties shall reach an agreement with the content they would have agreed upon in accordance with these terms and conditions if the gap in the regulations had been known at the time of conclusion of the contract.