1. Preamble

1.1 Scope

The General Terms and Conditions (GTCs) of Soloplan GmbH
(Soloplan) shall apply solely to companies in the sense of
§14 of the German Civil Code (BGB), i.e. to natural persons and legal entities
who, upon conclusion of legal transactions, act within the scope of their
commercial or independent professional activity.

1.2 Definitions

1.2.1 CUSTOMER

Refers to the buyer and/or orderer of the services of
SOLOPLAN.

1.2.2 STANDARD SOFTWARE

Refers to the software CarLo with the current version number and/or (depending
on the order) individual, independent or dependent modules such as, for
example, CarLo inSTORE, CarLo inMOTION, CarLo inTOUR, CarLo inHUB, CarLo
inAIR&SEA.

1.2.3 SPECIAL PROGRAMMING

Refers to an adjustment of the STANDARD SOFTWARE according to
the requirements of the CUSTOMER. That includes not only the
adjustment of the existing STANDARD SOFTWARE but also – but
not solely – the adjustment of standard interfaces, the adjustment and/or
creation of standard reports (e.g. invoices, delivery notes) and the creation
of new modules or functions for the STANDARD SOFTWARE.

1.2.4 SOFTWARE

Refers to the STANDARD SOFTWARE and/or
SPECIAL PROGRAMMING.

1.2.5 INSTALLATION

Refers to the installation of the STANDARD SOFTWARE on the
data processing system of the CUSTOMER.

1.2.6 DATA PROCESSING SYSTEM

Refers to the hardware requirements (system requirements) and vice versa.

1.2.7 DELIVERY

Refers to (1) the delivery of a data medium to the address specified by the
CUSTOMER; (2) the provision of the software on
Soloplan’s marketplace and the disclosure of the download
link; or (3) the INSTALLATION of the software by a
Soloplan employee which takes place in person on-site or via
remote maintenance.

1.2.8 CLAIMS TO DAMAGES

Also include the claims to reimbursement of futile expenses in the sense of
§284 of the BGB.

1.2.9 TEXT FORM

Refers to a letter, fax or e-mail.

1.3 Possible subject matters of the contract

Possible subject matters of the contract are the purchase of the
STANDARD SOFTWARE for one’s own use,
SPECIAL PROGRAMMING, the execution of a workshop, consulting,
the creation of minutes or a specifications sheet, the
INSTALLATION by a Soloplan employee, the
training of the CUSTOMER, or software maintenance. The
functional range of the STANDARD SOFTWARE is that which is
stated in the order form in connection with the product specification of
SOLOPLAN.

1.4 Exclusivity

Solely SOLOPLAN’s GTCs shall apply. The
CUSTOMER’s GTCs which conflict with or
differ from the GTCs of SOLOPLAN will not be
recognised unless SOLOPLAN explicitly agrees to their
validity. SOLOPLAN’s GTCs shall also apply
in the event that SOLOPLAN, being aware of conflicting or
differing GTCs of the CUSTOMER, performs the
service without reservation.

2. Execution of the contract

2.1 Contract negotiations

Soloplan reserves all property rights and copyrights to the
examples, images, drawings, data, quotations and any other documents related
to products and services of Soloplan of which the
CUSTOMER is informed or which are given to him. The
CUSTOMER undertakes not to make those documents available to
third parties unless Soloplan explicitly agrees in written
form. The documents named in sentence 1 are to be returned to
Soloplan upon request if no order based on them is submitted
to Soloplan.

2.2 Conclusion of the contract

2.2.1 Offers

The offers made or quotations given by Soloplan are subject
to change provided that they are not explicitly identified as binding, do not
contain explicitly binding promises or their binding nature was not explicitly
agreed upon in any other way. They are invitations to order. That also applies
to follow-up orders of the CUSTOMER.

2.2.2 Order

The CUSTOMER’s order is a binding offer.

2.2.3 Acceptance by order confirmation or commencement of the service

A contract is only established when Soloplan confirms the
order of the CUSTOMER by means of an order confirmation in
TEXT FORM or sends him an INSTALLATION
appointment confirmation. The commencement of the
INSTALLATION or the delivery of the service is also
equivalent to the order confirmation.

2.3 Fulfilment of the contract

The scope of the fulfilment of the contract comprises the deliveries and
services confirmed with the order confirmation from Soloplan.
If the STANDARD SOFTWARE is to correspond with special
purposes of the CUSTOMER, those special purposes and
requirements which the software must fulfil must be explicitly and fully named
by the CUSTOMER in the order and confirmed by
Soloplan.

2.3.1 Delivery of the software

The SOFTWARE is DELIVERED solely in an
executable form (object code). Even a mere partial conversion into source
language (source code) and its editing is not permissible. Only within the
scope of the binding provisions of the copyright law is the
CUSTOMER, to the end of facilitating interoperability with
other systems, authorised to decompile the machine-readable licence material
and reproduce it, insofar as it is necessary for the facilitation of
interoperability with other programmes, and insofar as
Soloplan has not made the information necessary for that
available to the CUSTOMER within an appropriate time period
upon request.

2.3.2 Utilisation rights

2.3.2.1 Granting of the utilisation rights

Soloplan grants the CUSTOMER (against the
remuneration named in the order form) the simple, permanent and non-exclusive
right to simultaneous use of the SOFTWARE by the number of
users stated by name in the order form (named users). The
CUSTOMER is thus authorised to install, load and run the
SOFTWARE at the maximum number of user work stations (named
user) stated in the order form. The CUSTOMER is authorised to
create backup copies and typical data backups in a reasonable quantity.

2.3.2.2 Reservation of property rights pertaining to the utilisation rights

The granting of the utilisation rights is conditional on the conclusion of a
contract as well as the timely payment of the licence fees.

2.4 Range of utilisation

2.4.1 Limitation of the utilisation rights

The utilisation of the SOFTWARE is limited to the support of
the internal business operations of the CUSTOMER. A separate
agreement is necessary for the utilisation for the support of the business
operations of a third party. Without a previous written agreement by
Soloplan, the CUSTOMER may not issue
sublicenses

a) or rent or lend the software to third parties, nor may he release the
software to third parties for temporary use or use it for the purposes of
third parties or allow it to be used by third parties in the scope of IT
services (in particular in the scope of the operation of a data centre or an
outsourcing company or in the scope of timesharing agreements), or in any
other way,
b) nor may he use the software to develop independent software.

Copyright and other protective right annotations within the
SOFTWARE may not be removed or changed. They shall be
included in each copy.

2.4.2 Utilisation in excess

Every utilisation in excess of the contractually agreed scope (in particular
the simultaneous utilisation of the software by a greater number of users than
named in the order form) is an action in violation of the contract. In that
case, the CUSTOMER is obliged to inform
Soloplan, without delay, of the excess utilisation. The
parties will then try to reach an agreement regarding the extension of the
utilisation rights. The CUSTOMER is obliged to pay
compensation, in accordance with Soloplan’s price list, for
the period of excess utilisation, i.e., until conclusion of such an agreement
or until the cessation of the excess utilisation. A three-year linear
depreciation shall be used as the basis for calculating the compensation. If
the CUSTOMER does not inform Soloplan of the
excess utilisation, a contractual penalty shall be payable to the sum of three
times the price of the used utilisation in accordance with the
Soloplan price list.

2.4.3 Resale

The CUSTOMER is entitled to transfer/sell the
SOFTWARE to a third party a total of one time for a fee and
thus once transfer the utilisation rights which were granted to the
CUSTOMER. In that case, the CUSTOMER shall
delete any copies of the SOFTWARE made by him or give them to
the buyer or transferee. Further distribution or sublicensing requires
Soloplan’s agreement and shall be subject to the
corresponding payment.

2.5 Terms of delivery

2.5.1 Terms of delivery for the standard software

Terms of delivery are only binding if they have been explicitly confirmed by
Soloplan in writing. The binding nature of a term of delivery
is dependent on whether all participatory acts have been carried out in a
timely manner by the CUSTOMER. The term of delivery has been
adhered to

a) upon delivery by means of the
INSTALLATION of the SOFTWARE by a
Soloplan employee, as soon as the
INSTALLATION has been carried out within the agreed term of
delivery. It can be carried out by the Soloplan employee in
person and on-site, or via remote maintenance.

b) upon delivery by the delivery of a data
medium to the address specified by the CUSTOMER or by
delivery by means of the provision of the software on
SOLOPLAN’s marketplace and the disclosure of the download
link, if the consignment has been sent to the CUSTOMER by
Soloplan or a subcontractor of Soloplan or
if it has been made available for the CUSTOMER to pick up
within the agreed term of delivery. If the pick-up or delivery is delayed for
reasons which the CUSTOMER is responsible for, the term of
delivery is regarded as adhered to if the notification of readiness for
dispatch took place within the agreed term of delivery.

In the case of disruptions due to force majeure and other obstacles which are
not attributable to Soloplan,
Soloplan’s terms of delivery shall be extended appropriately.
Should the delivery become permanently impossible or
unreasonable due to force majeure, Soloplan
will definitively be released from the service obligation.

2.5.2 Other terms of delivery

Terms of delivery for the provision of SPECIAL PROGRAMMING or
other services to be provided by Soloplan require an explicit
written agreement. The terms of delivery for the creation of a specifications
sheet or minutes by Soloplan will be extended correspondingly
if the CUSTOMER does not give his approval until after the
designated date or if any other documents which are necessary for the
provision of the SPECIAL PROGRAMMING are, through no fault of
Soloplan, not available on a specified date in order to start
the work according to schedule. The same applies if Soloplan
is prevented from correctly carrying out the order due to subsequent changes
to the specifications sheet, subsequent adjustment requests of the
CUSTOMER for SPECIAL PROGRAMMING, or any
other circumstances which are not attributable to Soloplan.
In particular, circumstances which are not attributable to
Soloplan are delays or failure to fulfil duties on the side
of the CUSTOMER which, in the scope of the collaboration,
need to be provided by the CUSTOMER (see section 2.8), or
problems pertaining to the system environment to be provided (hardware
requirements, among other things).

2.6 Performance of services

2.6.1 Installation and training

The INSTALLATION of the
STANDARD SOFTWARE and the training of the
CUSTOMER shall take place at the times named in the
appointment confirmation.

2.6.2 Software maintenance

Soloplan will carry out the software maintenance starting at
the time of the INSTALLATION and/or
delivery of the STANDARD SOFTWARE and/or
SPECIAL PROGRAMMING.

2.7 Remuneration

All prices and flat rates are exclusive of the respective statutory value
added tax.

2.7.1 Due date

2.7.1.1 Due date for delivery of the standard software

The contractually agreed remuneration for the delivery of
STANDARD SOFTWARE is payable, without any deduction, upon
performance of services in accordance with section 2.3.1 and upon granting of
utilisation rights in accordance with section 2.3.2. Non-settlement of the
payment after expiry of the due date indicated on the invoice results in the
customer being in arrears with payment.

2.7.1.2 Due date for delivery of special programming

The contractually agreed remuneration for the delivery of
SPECIAL PROGRAMMING is payable, without any deduction, upon
performance of services in accordance with section 2.3.1 and upon granting of
utilisation rights in accordance with section 2.3.2. Non-settlement of the
payment after expiry of the due date indicated on the invoice results in the
customer being in arrears with payment.

2.7.1.3 Due date for remuneration for software maintenance

The remuneration for the software maintenance contract is that which is stated
in the order form. Principally, the remuneration for the software maintenance
contract is due on 1 January of each year. The remuneration is due in advance
for the entire respective calendar year. Part payments are not permissible.
Software maintenance contracts concluded during an ongoing calendar year are
only invoiced based on the proportion of months until the end of the year.
Then, the first day of the invoice period will be the first day of the month,
if the performance of services took place up to and including the 15th day of
the month. If the performance of services took place starting on the 16th day
of the month, the first day of the succeeding month will be regarded as the
start of the invoice period.

2.7.1.4 Due date of other services and additional costs

The remuneration for other services and additional costs shall become due when
the service is performed.

2.7.2 Prohibition of offsetting/right of retention

The CUSTOMER only has a right of offsetting or retention
regarding such counterclaims so far as they are not disputed or legally
established. The CUSTOMER’s right of retention can only be
exercised provided that his counterclaim is based on the same contractual
relationship. In that respect, the delivery of the
STANDARD SOFTWARE and the software maintenance are
respectively regarded as independent contractual relationships.

2.8 Participation of the customer

2.8.1 Provision of the hardware

The STANDARD SOFTWARE can only be installed on hardware which
fulfils certain requirements. SOLOPLAN transmits the hardware
requirements with the offer. The CUSTOMER is obliged to
obtain the necessary hardware and confirm the fulfilment of the requirements
with his signature on the hardware requirements. The
CUSTOMER is obliged to compensate damages which are incurred
because the INSTALLATION cannot be carried out on the
existing hardware.

2.8.2 Support during performance of services

The CUSTOMER will name an employee (project manager) to
SOLOPLAN who will monitor the performance of the agreed
service and serve as a contact person for any questions connected with the
process. The CUSTOMER will provide
Soloplan with any information necessary for the execution of
the contract in written, transparent form, particularly interface
documentations and example files of systems to be connected, and will also
explain that information verbally upon request of Soloplan.
That will be carried out free of charge. Additionally, the
CUSTOMER will make available to Soloplan the
devices, (test) programmes, test data and persons necessary for the service,
free of charge. The CUSTOMER will provide the
Soloplan employees with unrestricted access to the data
processing system designated for the INSTALLATION of the
STANDARD SOFTWARE at the agreed times.

2.8.3 Participatory acts/services of the customer

Agreed personal contributions by the CUSTOMER are to be
carried out by the project manager or a professional to be named by the
CUSTOMER. The CUSTOMER (in particular, his
project manager) is obliged to participate in the
INSTALLATION
within the contractually agreed scope, take part in the introductory and
further training sessions and monitor and check the
INSTALLATION as well as the data transfer.

2.8.4 Confirmation of the performance of services

After the delivery and/or INSTALLATION of
the STANDARD SOFTWARE, the CUSTOMER shall
confirm to Soloplan the correct performance of services. The
customer shall confirm the correct delivery on the delivery
note, and the correct INSTALLATION and training on an
installation and training report provided by Soloplan. If, in
general, the STANDARD SOFTWARE works in accordance with the
contract, the CUSTOMER is to give that confirmation
immediately. This declaration of confirmation cannot be refused due to
insignificant defects. If the CUSTOMER refuses to give this
confirmation, he is obliged to report specific defects to
Soloplan with an exact description in writing, in the form of
a defect report, at the latest within 10 working days after
delivery and/or INSTALLATION.
Soloplan needs to be able to reproduce the defect based on
the description. If, within the specified time period,
Soloplan
receives neither a declaration of confirmation nor a defect report, the
delivery and/or INSTALLATION will be
regarded as correctly carried out. If the CUSTOMER pays the
remuneration without complaint after delivery and/or
INSTALLATION of the STANDARD SOFTWARE, that
shall be equivalent to a confirmation of the correct
delivery and/or INSTALLATION. An acceptance
confirmation to a leasing company shall also be equivalent to a confirmation
of the correct delivery and/or
INSTALLATION towards Soloplan.

3. Special provisions for individual subject matters of the contract

In accordance with the CUSTOMER’s order,
Soloplan is obliged to perform the following services:

3.1 Workshop

If Soloplan has undertaken to carry out a workshop,
Soloplan will provide the CUSTOMER with a
written documentation pertaining to the subject matter of the workshop after
the workshop has been carried out. The documentation will be created in the
form of minutes or a specifications sheet. A corresponding offer will be
created based on the documentation. The CUSTOMER is obliged
to take part in the workshop, provide Soloplan with all of
the necessary information in written, transparent form, and also to verbally
explain that information to Soloplan upon request and accept
the documentation.

3.2 Minutes

The requirements of the CUSTOMER recorded during the workshop
will be documented in minutes and presented to the
CUSTOMER for acceptance. The CUSTOMER is
obliged to check the minutes and (if it corresponds with his requirements)
accept it. Objections must be communicated to Soloplan in
writing 14 days after receipt of the minutes. If
Soloplan does not receive any objections within that time,
the minutes will be regarded as accepted. A corresponding offer will be
created based on these minutes.

3.3 Specifications sheet

The requirements of the CUSTOMER recorded during the workshop
will be documented in a specifications sheet and presented to the
CUSTOMER for acceptance. The CUSTOMER is
obliged to check the specifications sheet and (if it corresponds with his
requirements) accept it. If the CUSTOMER does not refuse to
accept the specifications sheet in writing and under indication of objection
within 14 days of receipt of the specifications sheet and request for
acceptance, (1) the CUSTOMER will be in default of acceptance
and (2) the specifications sheet will be regarded as accepted. A corresponding
offer will be created based on this specifications sheet.

3.4 Consulting

Employees of SOLOPLAN’s Customer Solution Management
department can act as consultants (consulting). Within the
scope of consulting, customer-specific requirements can also
be recorded or the CUSTOMER’s technical requirements can be
discussed. In accordance with section 2.8, the CUSTOMER is
obligated to partake in participatory acts.

3.5 Special programming

3.5.1 Order

Upon written order, SOLOPLAN will, within the respective
agreed scope, extend and/or adjust the delivered
STANDARD SOFTWARE. The CUSTOMER must inform
Soloplan of his requirements. Depending on the order, that
shall take place in writing or within the scope of a coordination meeting with
SOLOPLAN’s
Customer Solution Management.

The requirements named by the CUSTOMER will be summarised by
SOLOPLAN in writing and transmitted to the
CUSTOMER for confirmation. If the
CUSTOMER does not inform Soloplan of his
requirements or if the CUSTOMER does not confirm the
requirements summarised by Soloplan,
Soloplan is only obliged to provide the
STANDARD SOFTWARE.

3.5.2 Adjustment of the standard reports and creation of new reports

In accordance with section 3.5.1, the standard reports are adjusted to the
requirements of the CUSTOMER and then presented to the
CUSTOMER for acceptance. The CUSTOMER is
obliged to check the adjusted standard reports and (if they correspond with
his requirements) accept them. After the CUSTOMER has
accepted them, the adjusted standard reports are delivered to the
CUSTOMER. If the CUSTOMER does not refuse to
accept the adjusted standard reports with a written statement of reasons
within 14 days of receipt of the adjusted standard reports and request for
acceptance, (1) the CUSTOMER will be in default of acceptance
and (2) the adjusted standard reports will be regarded as accepted. The above
regulations apply analogously to the creation of new reports.

3.5.3 Adjustment of standard interfaces

In accordance with section 3.5.1, a standard interface can be adjusted to
match the requirements of the CUSTOMER.

The adjusted standard interface will be presented to the
CUSTOMER for acceptance and the CUSTOMER
will be asked to accept it.

The CUSTOMER is obliged to check the adjusted standard
interface and (if it corresponds with his requirements) accept it. If the
CUSTOMER does not refuse to accept the adjusted standard
interface with a written statement of reasons within 14 days of receipt of the
adjusted standard interface, (1) the CUSTOMER will be in
default of acceptance and (2) the adjusted standard interface presented for
acceptance will be regarded as accepted.

3.5.4 Special programming in accordance with minutes/specifications sheet

In accordance with accepted minutes or an accepted specifications sheet,
Soloplan can programme new functions for the
STANDARD SOFTWARE. That can be carried out by means of new
programme sections, scripts, workflows or the like. If
SPECIAL PROGRAMMING is documented in the specifications sheet
(section 3.3), the specifications sheet is significant for the
SPECIAL PROGRAMMING. If, in the specifications sheet, no
final specification of the requirements was made, the remaining regulations
pertaining to SPECIAL PROGRAMMING shall apply in accordance
with section 3.5 to section 3.5.3.

3.5.5 Other special programming

In correspondence with section 3.5.1, the requirements of the
CUSTOMER can be realised by a
SPECIAL PROGRAMMING. The
SPECIAL PROGRAMMING will be presented to the
CUSTOMER for acceptance and the
CUSTOMER will be asked to accept it. The
CUSTOMER is obliged to check the
SPECIAL PROGRAMMING and (if it corresponds with his
requirements) accept it. If the CUSTOMER does not refuse to
accept the SPECIAL PROGRAMMING with a written statement of
reasons within 14 days of receipt of the SPECIAL PROGRAMMING,
(1) the CUSTOMER will be in default of acceptance and (2) the
SPECIAL PROGRAMMING presented for acceptance will be regarded
as accepted.

3.5.6 Duties and obligations of the customer

If the CUSTOMER realises that the requirements documented by
Soloplan do not correspond with his actual requirements, he
shall immediately inform Soloplan of that.

3.6 System configuration

Soloplan can install and configure the ordered
STANDARD SOFTWARE on the data processing system of the
CUSTOMER. The configuration is temporally limited. The
temporal limitation is stated in the order form. If the
CUSTOMER violates the contractual obligation to participate,
in particular the obligations in accordance with section 2.8.1,
Soloplan shall be entitled to refrain from carrying out the
system configuration or abort it. Additional costs which have already been
incurred for Soloplan due to the system configuration are to
be compensated by the CUSTOMER in accordance with section
2.8.1.

3.7 Training

3.7.1 Description of service

SOLOPLAN will explain the contents and standard functions of
the STANDARD SOFTWARE within the scope of a training session.
The training is temporally limited. The temporal limitation is stated in the
order form. SOLOPLAN is not obliged to guarantee a certain
degree of success during the training session. If the training takes place at
the CUSTOMER’s location, the CUSTOMER is
obliged to provide the sufficient technical equipment necessary for the
training free of charge. Training participants must have basic computer
knowledge.

3.7.2 Documents/recordings

Training documents, data and the software which
Soloplan provides for the execution of the training are
copyright-protected and may be used by the course participants solely during
the time period during which the training takes place, for practice and
revision of the training. All rights to the training documents and the
provided software remain explicitly reserved. The training documents (and
excerpts of those documents) may not be reproduced or, with the help of
electronic systems, be processed, copied, distributed or used for public
reproduction without the prior written consent of Soloplan.
The customer or the employees sent to the training by him are not entitled to
create video or audio recordings of the training.

3.8 Software maintenance

3.8.1 Description of service

Soloplan will perform the services contained in the ordered
service package (Basis, Premium, PremiumPLUS) for the
STANDARD SOFTWARE (with the exception of third-party
software) and SPECIAL PROGRAMMING stated in the order form
(see price list “Third-party software, Software maintenance and services”). In
the scope of hotline support, Soloplan will support the
CUSTOMER in handling technical problems during the use of the
STANDARD SOFTWARE and SPECIAL PROGRAMMING.
The hotline support does not include services which are performed in the scope
of consulting (see section 3.4), system configuration (see
section 3.6) or training sessions (see section 3.7). Those services must be
ordered separately.

3.8.2 Cessation of the service obligation

Soloplan’s obligation to perform the agreed software
maintenance does not apply if technical problems occur:

• a) which arise due to the incorrect use of the software by the
  CUSTOMER, the modification/editing of the software by the
  CUSTOMER or due to any other fault of the
  CUSTOMER or a third party which is not a vicarious agent of
  the CUSTOMER, or due to third-party software,
• b) or because the STANDARD SOFTWARE was installed on a data
  processing system which does not meet the hardware requirements of the
  STANDARD SOFTWARE.

3.8.3 Blocking of the customer

As long as the CUSTOMER does not settle due claims arising
from the contractual relationship, Soloplan shall be entitled
to suspend all services within the scope of software maintenance until the
point in time when the CUSTOMER has settled any due claims.
The suspension of the services in the scope of software maintenance does not
release the CUSTOMER – not even proportionally – from paying
the agreed remuneration.

3.8.4 Term of the contract

The software maintenance contract is for an indefinite period of time and
starts with the delivery of the
STANDARD SOFTWARE. It can be terminated by either side in
writing with a notice of three months to the end of each calendar year. At the
earliest, termination is possible to the end of the calendar year following
the year in which the contract started.

3.8.5 Increase of the remuneration

Soloplan is entitled to adjust the flat-rate remuneration for
the software maintenance to the beginning of an invoice period. An adjustment
will consider, to the necessary extent, the change of the quality or the scope
of functionalities, significant changes of the market conditions and the
increase of the general wage costs or other employment costs.
Soloplan shall inform the CUSTOMER of a
change to the remuneration in writing, at least two months beforehand. If the
maintenance remuneration is increased by more than 10%, the
CUSTOMER shall be entitled, within a time period of one month
after receipt of the demanded increase, to cancel the maintenance contract to
the end of the current invoice period.

4. Material defects and defects of title

4.1 Obligation to investigate and give notice of defects

The CUSTOMER’s defect-related rights depend on whether he has
correctly met his obligations to investigate and give notice of defects in
accordance with §377 of the German Commercial Code (HGB).

4.2 Defects

A material defect exists if the SOFTWARE does not possess the
contractually agreed properties. The contractual properties are stated in the
order form in connection with the SOLOPLAN product
specification. The buyer acknowledges that, due to the current state of
technology, it is not possible to develop data processing programmes which
always work free of errors, particularly when they are connected with other
programmes. That does not constitute a defect.

4.3 Complaint

Complaints due to noticeable material defects are to be issued by the
CUSTOMER immediately (but not later than 10 days after
delivery); for hidden material defects, the complaint must be
issued immediately after discovery. The complaint must be issued in writing
and must contain a comprehensible specification of the points and scope. After
expiry of the statute of limitations in accordance with section 4.6, no claims
can be derived from noticeable or hidden defects. An untimely complaint
excludes any claim of the CUSTOMER arising from a breach of
duty due to material defects. That does not apply in the case of intentional,
grossly negligent or fraudulent actions by Soloplan; in the
case of the injury to body, life or health; or the assumption of a warranty by
Soloplan guaranteeing freedom from defects or of a
procurement risk in accordance with §276 of the BGB or other legally binding
statements of liability.

4.4 Deadline extensions

If the assertion of rights by the CUSTOMER requires the
setting of an appropriate deadline, it shall be at least 14 days and start
upon receipt by SOLOPLAN.

4.5 Defect-related rights

SOLOPLAN is entitled to choose between rectifying the defect
or delivering a replacement. The rectification of the defect by
SOLOPLAN can also be carried out in the form of procedural
instructions given to the CUSTOMER via telephone, written, or
electronic means. If SOLOPLAN’s subsequent performance was
not successful within a reasonable period of time (which allows at least two
rectification attempts), the CUSTOMER is obliged to set a
final reasonable extension to the deadline for SOLOPLAN which
allows at least two more rectification attempts. If SOLOPLAN
is not successful within this final extension to the deadline either, the
CUSTOMER is entitled to a reduction in payment or to withdraw
from the contract. The right to withdraw from the contract or claim damages
only exists in cases of severe defects.

4.6 Statute of limitations

The statute of limitations for the warranty claims amounts to 12 months,
unless explicitly agreed upon otherwise in written or
TEXT FORM. The statute of limitations starts upon
delivery. If the CUSTOMER refuses to approve
or accept the delivery, the statute of limitations shall
begin upon notification of the delivery of the ordered service. That shall not
apply to claims to damages arising from a warranty; the assumption of a
procurement risk in the sense of §276 of the BGB; claims which arise due to
the injury of body, life or health; intentional, grossly negligent or
fraudulent actions by Soloplan or insofar as an extended
statute of limitations is legally prescribed for any other reason. A reversal
of the burden of proof is not connected to the above regulation.

4.7 Exclusion

Warranty claims (and the liability arising from them) are excluded if it
cannot be proven that defects (and the damages connected to those defects)
were caused by an incorrect execution of the programming or insufficient
instructions for use. In particular, warranty claims (and the liability
arising from them) and poor performance are excluded for the consequences of
incorrect use by the CUSTOMER and for the consequences of
electromagnetic or mechanical influences on the data mediums of the
CUSTOMER. The above shall not apply in the case of
intentional, grossly negligent or fraudulent actions by
Soloplan or the injury of body, life or health; the
assumption of a warranty; a procurement risk in accordance with §276 of the
BGB and a liability in accordance with a legally binding statement of
liability.

4.8 Acknowledgement

Material defects or defects of title must always be acknowledged in writing.

4.9 Changes made by the CUSTOMER

If the CUSTOMER has modified the
STANDARD SOFTWARE or
SPECIAL PROGRAMMING himself or has had it modified by a third
party, the warranty claims are not applicable. That shall not apply if the
CUSTOMER proves that the defects are not due to the
modifications and the defect analysis and rectification by
Soloplan will not be compromised.

4.10 Protective rights of third parties

4.10.1 Violation

If, by the utilisation of the delivered SOFTWARE, the
protective rights of third parties are violated and the
CUSTOMER
is thus, entirely or in part, prohibited from using the
SOFTWARE, the CUSTOMER shall, without undue
delay, immediately inform Soloplan. Additionally, the
CUSTOMER must, as far as possible, entrust to
Soloplan the defence against the claims. To that end, the
CUSTOMER shall provide Soloplan with any
reasonable support; in particular, the CUSTOMER shall provide
Soloplan with all of the necessary documents and information,
if possible in writing, about the usage and any editing of the
SOFTWARE.

4.10.2 Subsequent performance

If, by the SOFTWARE, the protective rights of third parties
are violated and the CUSTOMER is thus, entirely or in part,
prohibited from using the software, Soloplan will have the
choice of either:

• a) providing the CUSTOMER with the right to use the
  SOFTWARE again,
• b) designing the SOFTWARE in an unprotected way, or
• c) replacing the STANDARD SOFTWARE and/or
  SPECIAL PROGRAMMING with a respective other software with a
  corresponding performance which does not violate a protective right.

5. Limitation of liability

5.1 Principle

In the case of a breach of obligations arising from the contractual
relationship, Soloplan shall not be liable for the
CUSTOMER’s claims to damages, regardless of the legal cause.
The above limitation of liability shall not apply if there is a legally
binding liability, nor for:

• a) own intentional or grossly negligent breaches of duty and intentional or
  grossly negligent breaches of duty by legal representatives or vicarious
  agents,
• b) the breach of essential contractual obligations. “Essential contractual
  obligations” are such obligations which protect the legal positions of the
  CUSTOMER which are essential to the contract and which the
  contract is to guarantee him in accordance with its content and purpose. In
  addition, such contractual obligations are essential whose fulfilment
  facilitates the correct execution of the contract in the first place and on
  whose fulfilment the CUSTOMER regularly relies and can
  regularly rely,
• c) in the case of the injury of body, life or health, also by legal
  representatives or vicarious agents,
• d) in the case of delay, as far as a fixed delivery and/or performance time
  was agreed upon,
• e) if Soloplan assumed a warranty for the properties of the
  good or a performance success, or assumed a procurement risk in the sense of
  §276 of the BGB, or
• f) in the case of a liability in accordance with the German Product
  Liability Act or other legally binding statements of liability.

5.2 Scope of liability

For each case of damage, the amount of Soloplan’s liability
is limited to the damage which is foreseeable and typically occurs. That shall
not apply if Soloplan is guilty of fraud, malice or gross
negligence; for claims due to the injury of body, life or health and in the
case of a claim which is based on a tortious act or an explicitly assumed
warranty or the assumption of a procurement risk in accordance with §276 of
the BGB or in cases when higher amounts are mandatory by law.

5.3 Limitation period

Claims to damages of the CUSTOMER which arise from this
contractual relationship can only be asserted within a limitation period of 12
months starting at the legal start of the limitation period. That shall not
apply if Soloplan is guilty of malice or gross negligence;
for claims due to the injury of body, life or health and in the case of a
claim which is based on a tortious act or an explicitly assumed warranty or in
the case that a longer limitation period is mandatory by law.

5.4 Liability for data loss

The liability for data loss shall be limited to the typical restoration effort
which would have been required had backup copies been made regularly and
according to risk. Liability in accordance with the German Product Liability
Act remains unaffected. Liability regardless of fault is explicitly excluded.

5.5 Liability in the case of minor negligence

If Soloplan or a vicarious agent of
Soloplan is only guilty of minor negligence and if no case of
the above sections 5.1 lit. d), e) or f) exists,
Soloplan shall only be liable for the contractually typical
and foreseeable damage in the case of a breach of essential contractual
duties, as well.

5.6 Liability for vicarious agents/subcontractors

The liability exclusions or limitations in accordance with the above sections
5.1 to 5.5 apply in the same measure in favour of the bodies of
Soloplan, the executive and non-executive employees of
Soloplan and other vicarious agents and the subcontractors of
Soloplan.

6. Confidentiality

Soloplan and the CUSTOMER mutually undertake
to keep confidential all business and company secrets of the other party and
not pass them on to third parties or use them in any way. The documents and
other information which the other contracting party receives due to the
business relationship may only be used within the scope of the respective
purpose of the contract. The delivered programmes, codes, documentations and
programme concepts are regarded as Soloplan’s documents.

7. Data protection

Details on the topic of data protection can be viewed at
https://www.soloplan.com/privacy-statement</a >.

8. Final provisions

8.1 Choice of law

For all legal relationships between the CUSTOMER and
Soloplan, solely the law of the Federal Republic of Germany
shall apply; in particular, the UN Convention on Contracts for the
International Sale of Goods (CISG) shall not apply. It is clarified that this
choice of law is also to be understood as such in the sense of Article 14,
section 1 b) of the Regulation (EC) No 864/2007 and shall thus also apply to
non-contractual claims in the sense of this regulation. If, in individual
cases, foreign law must mandatorily be applied, these GTCs
are to be laid out in a way that the economic purpose they pursue is adhered
to as far as possible.

8.2 Place of fulfilment and payment

Place of fulfilment and place of payment for all contractual obligations shall
be the location of Soloplan’s headquarters.

8.3 Place of jurisdiction

The sole place of jurisdiction for all disputes shall be – as far as the
CUSTOMER is a merchant in the sense of the German Commercial
Code – the location of Soloplan’s headquarters. This rule of
jurisdiction, for clarification, also applies to such issues between
Soloplan and the CUSTOMER which can lead to
non-contractual claims in the sense of the Regulation (EC) No 864/2007.

8.4 Written form

Any agreements, sub-agreements, assurances or changes to the contract must be
made in writing. That also applies to the cancellation of the written form
agreement itself. The priority of the individually negotiated terms in
written, text or verbal form (§305b of the BGB) remains unaffected.

8.5 Authorised declarants

Except for the managing directors and authorised signatories, employees of
SOLOPLAN are not entitled to make differing verbal
agreements.

8.6 Force majeure

Soloplan is not responsible for duties from the contractual
relationship which are not performed or are performed with a delay and are
beyond Soloplan’s reasonable control. These include, in
particular, natural events (e.g. floods), attacks on IT systems by third
parties (e.g. attacks by hackers), labour shortages or labour disputes,
governmental instructions or prohibitions (including currency restrictions,
import or export licences, instructions during disease epidemics), war,
terrorist attacks and disease epidemics. That shall also apply if those
circumstances occur with a supplier, a performing assistant or a connected
company. Soloplan shall immediately inform the
CUSTOMER of this reason and will make economically reasonable
efforts to resolve the non-performance or delayed performance as quickly as
possible.

8.7 Amendment clause

Soloplan reserves the right to change these
GTCs at any time, as far as it is necessary for valid
reasons, in particular due to a different legal situation or supreme
jurisprudence, technical changes or developments, new organisational
requirements of mass transport, regulation loopholes in the
GTCs, changes to the market conditions or for other
equivalent reasons and does not put the CUSTOMER at an
unreasonable disadvantage. The CUSTOMER will be informed in
written or TEXT FORM of changes to the
GTCs at least four weeks before they become valid. The
changes will come into effect if the CUSTOMER does not object
within that time period of four weeks (starting upon receipt of the
notification of change) in written or TEXT FORM and
Soloplan has made the CUSTOMER aware of that
legal consequence in the notification of change.

8.8 Severability clause

Should individual clauses of these contractual terms or of individual
agreements which may have been concluded alongside them be entirely or
partially invalid, the validity of the remaining clauses shall remain
unaffected. The invalid clause will be replaced with another clause which
comes closest to the economic purpose of the invalid clause and is itself
valid.