General contract and use conditions for SaaS services from Predium Technology GmbH

§1 Scope of application, conclusion of contract

1. Predium provides the customer with a real estate management platform using a cloud-based software-as-a-service providing model (the “SaaS platform”).
2. Predium's offer to use the SaaS platform is aimed exclusively at entrepreneurs within the meaning of Section 14 of the Civil Code (BGB).
3. With the conclusion of the main contract, a contractual relationship is established between the customer and Predium, which also includes these general terms of contract and use (the “contract”).
4. By concluding the contract, the customer declares that the information provided by him as part of the conclusion of the contract is correct and complete. If the circumstances underlying the information change over time, the customer updates the information with Predium.
5. The customer's general terms and conditions do not apply to the relationship between Predium and the customer. This applies even if Predium provides a service without expressly contradicting such conditions. If, in addition to the actual conclusion of the contract, the customer requires the generation of his own, separate order for internal processing, any general terms and conditions of the customer listed there shall nevertheless not apply.
6. In the event of a conflict between a provision in the main contract and these general terms of contract and use, the provision in the main contract shall prevail.

§2 Subject matter of the contract

1. The subject of the contract is the temporary provision of the SaaS platform in the latest version via the Internet for a fee (“Service (s)”). Part of the service is the provision of storage space on servers operated by Predium or a subcontractor commissioned by Predium and located within the European Union. Details of the scope of the service are set out in the respective service description in the contract and the agreed availability and support services (§ 3).
2. Predium only owes the provision of the functions and features of the SaaS platform resulting from the service description and the adaptation of the service to the current state of the art. It is not necessary to adapt the service to the needs of the customer.
3. Predium will continuously expand the SaaS platform and service in the form of patches, updates and upgrades and make improvements if these (i) serve technical progress or (ii) appear necessary to prevent misuse. In addition, Predium is entitled to change the SaaS platform and/or service if (i) applicable law requires such changes, (ii) the changes are beneficial to the customer, or (iii) the changes are purely technical or procedural and have no significant effect on the customer. All other changes are subject to § 13 of these general terms and conditions of use.
4. The initial set-up of the SaaS platform is billed separately as an onboarding fee.

§ 3 Provision of the SaaS platform, availability, support

1. Predium makes the SaaS platform available for use at the router exit of the data center where the server with the SaaS platform is located (the “transfer point”). The customer is responsible for the Internet connection between the customer and the data center and the necessary hardware and software (e.g. PC, network connection).
2. The SaaS platform is offered subject to availability. The average annual availability of the SaaS platform is 99%. The availability of the SaaS platform at the transfer point is crucial. The downtime is calculated in full minutes and is calculated from the sum of the troubleshooting times per year. The calculation of availability does not include (i) regular maintenance windows, which may be up to 6 hours per week and are generally carried out between 22:00 and 4:00 Central European Time, (ii) periods of unavailability due to mandatory unscheduled maintenance necessary to rectify faults, (iii) periods of unavailability due to circumstances beyond Predium's control, in particular force majeure.
3. The customer must comply with the system requirements and device requirements described by Predium. The Predium solution provides a web app, which can be accessed with a browser from various devices (smartphone, tablet, notebook). The web app can only be accessed with an Internet connection (mobile network, WLAN, LAN). The minimum requirements for a browser that should be installed on the devices in order to make optimal use of the Predium solution are listed below. The minimum requirements for a device in the current version are: RAM: 1GB; processor: quad-core 1.5 Ghz. The following browsers are also supported: Google Chrome, Mozilla Firefox, Safari, Opera.
4. Support requests are made in accordance with the support services in Appendix A to these general terms and conditions of use. Support requests must be reported with a comprehensible description of the error symptoms, which, if possible, must be proven by written records, screenshots or other documents that prove the deficiencies. Reporting the defect should make it possible to reproduce the defect.

§4 Duration and termination of the contractual relationship

1. The term of the contractual relationship is defined in the main contract.
2. The contractual relationship can be terminated with a period of 3 months before the end of the current contract period.
3. The contract is automatically extended based on the number of modules and building and analysis quotas booked on the last day of the current contract period.
4. The right to extraordinary termination without notice for good cause remains unaffected.
5. Cancellations can be made in writing or by e-mail. Customer cancellations by e-mail are to support@predium.de to fix.
6. Upon termination of the contract, Predium will deactivate the customer account in the SaaS platform. Predium offers to reactivate the customer account at a later date at the customer's request. Predium reserves the right to completely delete the customer account at its own discretion (e.g. following an extraordinary termination by Predium). Should the customer, for his part, not be interested in the option of reactivation at a later date and would like the data to be completely and irrevocably deleted, he will inform Predium by e-mail. Insofar as the customer requests deletion, Predium is entitled to continue to store data to the extent necessary due to legal archiving obligations or for the purpose of legal prosecution. Before the contract period expires, the customer has the option of exporting the data contained in the SaaS platform in a standard Predium format as appended to the service description.

§5 Remuneration of Predium

1. By concluding the contract, the customer undertakes to pay the agreed remuneration in accordance with the agreed payment terms.
2. The modules and building and analysis quotas listed in the main contract are calculated.
3. If the customer exceeds the contractually agreed quota, a further quota is automatically considered agreed and will be invoiced from this point in time at least until the end of the current contract period. A separate agreement on enlargement is not required.
4. In the case of billing that is not based on a number of buildings, the customer must always provide a current number of buildings. The customer is responsible for the accuracy of the information.
5. Billing is made annually in advance, according to calendar months.
6. The agreed prices are plus the applicable sales tax.
7. If the contract for the SaaS platform starts in a current month, the first monthly fee is due on a pro rata basis.
8. The remuneration is due within 14 calendar days after invoicing. If the customer delays payment of a payment due by more than two weeks, Predium is entitled to block access to the SaaS platform after a prior reminder with a deadline and expiry of the period. Further legal claims remain unaffected.
9. At the end of each contract period, the remuneration for the contractually agreed services is automatically increased by eight (8) percent compared to the previous contract period.

§6 Grants of rights

1. All intellectual property rights in and in connection with the SaaS platform remain with Predium, unless they are expressly granted to the customer below.
2. Subject to payment of the agreed remuneration, the customer receives a simple, non-transferable and non-sublicensable right to use the SaaS platform for the duration of the contract for the purposes provided for by the contract and in accordance with applicable laws. The customer can access the Predium software with up to 50 users. Without an express agreement to the contrary, the above rights of use apply only to the country in which the customer has his place of business.
3. The SaaS platform may only be used for your own purposes. In particular, the customer may not use the SaaS platform
   3.1 make available to third parties outside the agreed user group for their business activities;
   3.2 modify, decompile, disassemble, reconstruct, or otherwise edit;
   use 3.3 to develop a competing software solution or to help a third party do so;
   use 3.4 to distribute illegal and/or infringing content; and/or
   3.5 sell, license, rent, transfer or otherwise commercially exploit.

§7 Consulting services and product enhancements

1. The customer can make suggestions for further product development. Only suggestions that are suitable as a SaaS standard solution for a wide range of customers are considered; individual development requests are not taken into account. The customer is not entitled to the implementation of certain suggestions.
2. For consulting, support and services that go beyond the defined scope of the service description, a separate fee is charged at an hourly rate of 175.00 euros (net). Calling up the respective consulting services requires prior consultation.

§8 Submission of content by the customer, permission to use data

1. The customer is responsible for ensuring that the data processed by him in the SaaS platform is correct and free from any form of malware such as viruses, worms, Trojans, etc. The customer is liable for any damage caused by incorrect data.
2. Customers have the option to upload documents to the SaaS platform. Section 8.1 applies mutatis mutandis to the absence of errors in the documents.
3. The customer is solely responsible for ensuring that the data and documents (“content”) are posted in accordance with applicable legal provisions, does not infringe the rights of third parties and that the SaaS platform meets the requirements that the customer must meet due to legal regulations.
4. Predium reserves the right to delete infringing content as well as content containing viruses or other harmful components or to terminate the services for this purpose.
5. When uploading files, the customer must ensure that they choose a file format that is supported by the SaaS platform. Predium assumes no liability for the timely receipt of data or documents. Predium points out that the transfer of data and documents depends on the Internet connection used and, if applicable, the file size.
6. The content stored by the customer in the storage space intended for him may be protected by copyright. The customer hereby grants Predium the right to make the content stored on the server available to the customer via the Internet when making inquiries and, in particular, to reproduce and transmit it and to be able to reproduce it for the purpose of data backup, insofar as this is necessary to provide the services.
7. If data loses its personal identity as a result of pseudonymization or anonymization, Predium is free to continue using and storing the data to improve the services, in particular for training Predium's machine learning models and for analyses.

§9 Data protection and confidentiality

1. When using the SaaS platform, the customer will comply with the applicable data protection regulations. To the extent required by law, the parties will conclude an order processing agreement in accordance with Art. 28 GDPR.
2. The parties will treat all confidential information obtained as part of the performance of the contract from the other contracting party confidentially for an unlimited period of time with reasonable care. ”Confidential information“is any information that protects Predium or the customer against unrestricted disclosure to third parties, or which is regarded as confidential based on the circumstances of transfer or its content.
3. Disclosure of confidential information to third parties is only permitted insofar as this is necessary to exercise rights, legal or regulatory obligations or to fulfill a contract. Disclosure to affiliated companies in accordance with Sections 15 et seq. of the German Stock Corporation Act and consultants subject to professional secrecy is also permitted, provided that they in turn maintain confidentiality in accordance with Section 9.2.
4. Section 9.3 does not apply to confidential information that (i) has been independently obtained by the receiving party without recourse to the confidential information of the disclosing party, (ii) has become generally publicly available without breach of contract by the receiving party, (iii) was known to the receiving party without restrictions at the time of disclosure, or (iv) is released from the foregoing provisions following the written consent of the disclosing party.
5. The confidentiality obligation applies for the duration of the contract and for the first two years after the end of the contract.
6. Predium may publicly reproduce or refer to the services provided to the customer in anonymized form for demonstration purposes, unless the customer can assert a conflicting legitimate interest.

§10 Further obligations of the customer to cooperate

1. The customer is responsible for ensuring that the password for customer access or customer access is only accessible to authorized persons within the company. The customer is responsible for actions carried out under the login name in connection with the password of a customer account.
2. The customer takes appropriate precautions in the event that the SaaS platform does not work or does not work properly (e.g. through data backup, fault diagnosis, regular review of the results). Insofar as data and documents can be exported from the SaaS platform, the customer is responsible for regularly and completely backing up his business-relevant data and documents outside the SaaS platform in a separate backup system.

§11 Warranty

1. The SaaS platform provided by Predium complies with the service description under this contract.
2. Insofar as update, upgrade and new version deliveries are affected, liability for defects is limited to the changes in update, upgrade or new version deliveries compared to the previous version.
3. The provision of the SaaS platform is generally subject to the legal warranty provisions in rental contracts (§§ 535 et seq. BGB). The regulations in Section 536b BGB (Lessee's knowledge of the defect upon conclusion or acceptance of the contract) and Section 536c BGB (Defects occurring during the rental period; notification of defects by the landlord) apply. However, the application of Section 536a (2) BGB (tenant's right of self-removal) is excluded. The warranty for only insignificant reductions in the suitability of the service is excluded.
4. In addition, the provisions of service contract law (Sections 611 ff. BGB) apply.
5. Predium does not guarantee that the use of the SaaS platform or other services will meet the customer's associated business expectations.
6. Predium does not provide any additional warranty for the SaaS platform or other services without express confirmation.
7. Any claims for compensation are subject to the restrictions set out in § 12.

§12 Liability

1. Predium is fully liable for intent and gross negligence. Predium is also liable for the negligent breach of obligations whose fulfilment makes the proper execution of the contract possible in the first place, the breach of which jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may regularly rely (essential contractual obligations). In the latter case, however, Predium is only liable for foreseeable, contract-typical damage. Predium is not liable for the slightly negligent breach of obligations other than those set out in the previous sentences.
2. The customer must take all necessary and reasonable measures to prevent or limit damage, in particular the customer must ensure that programs and data are regularly backed up. In the event of data loss, only the costs of recovery are reimbursed up to the amount that would have been incurred if the data were properly and regularly backed up to restore it. The limitations of liability under this paragraph do not apply in the event of gross negligence and intent by Predium and subject to paragraph 3.
3. The above disclaimers do not apply in the event of injury to life, body or health or to the extent that Predium has provided a warranty. Liability under Product Liability Act remains unaffected.
4. In the event of liability due to intent, gross negligence, personal injury or under the Product Liability Act, the statutory limitation periods apply. Otherwise, all claims for compensation or reimbursement of futile expenses by the customer in the event of contractual and extracontractual liability are subject to a limitation period of one year. The limitation period begins in accordance with legal provisions. However, it begins no later than 5 years from the date on which the claim arose.
5. Liability in the event of force majeure or other unforeseen events (including lawful strikes, natural disasters, pandemics) that temporarily prevent Predium from providing the contractual services through no fault of its own or attributable fault and liability for initial defects (§ 536a para. 1 BGB) are excluded.
6. The above limitations of liability apply mutatis mutandis in favour of Predium's vicarious and vicarious agents as well as legal representatives.
7. The customer releases Predium from all claims made by third parties against Predium due to the violation of their rights and/or due to legal violations based on the data and/or content posted by the customer. In this regard, the customer also bears the costs of Predium's legal defense, including all court and attorney fees.
8. Predium remains free from the objection of the customer's contributory fault (e.g. due to a breach of its obligations to cooperate set out below). This Section 12 does not entail a reversal of the burden of proof to the detriment of the customer.
9. Liability beyond that provided for in this Section 12 is excluded.

§13 Reservation of amendment

1. Predium reserves the right to change the functions and content of the SaaS platform in accordance with the service description. Insofar as functions of the SaaS platform are significantly restricted as a result, the customer has the right to cancel the contract with Predium in accordance with Section 4. The termination must be declared within four weeks of the change. The termination takes effect with a notice period of one month, but at the earliest when the change in benefits comes into force.
2. Predium reserves the right to change these general terms and conditions of use. Predium will notify the customer by email of changes to the amended terms and conditions of use at least six weeks before the planned effective date of the contract and use conditions. If the customer does not object to the changes within four weeks of notification, they are considered accepted. In the event of a timely objection, the previous regulations shall continue to apply; in this case, Predium has the right to terminate the relationship with the customer extraordinarily with a notice period of four weeks. The customer is specifically informed of this in the message.
3. Amendments and additions to the main contract must be made in writing or an advanced electronic signature in order to be effective. This also applies to any amendment to this written form requirement itself.

§14 Content for a reference

1. Predium may name the customer as a reference customer on its website or in other media or advertising media and display the customer's logo for reference. The customer may also use the Predium logo for their own purposes and place it on their website.
2. A joint press release, joint appearances at events or reports can be coordinated between the parties.
3. The customer agrees to be named as a Predium reference customer as part of a case study. As part of this, Predium is entitled to use project information as well as quotes and logos for marketing and sales purposes. All customer-specific information used requires written approval from the customer. Predium reserves the right to distribute the case study via external communication channels after consultation with the customer. By arrangement, the customer may also use the case study for their external communication channels. The customer can object to the use of their case study at any time by sending an informal message to Predium.

§15 Final provisions

1. If a provision of these general terms of contract and use should be ineffective, this should not affect the effectiveness of the remaining provisions.
2. The laws of the Federal Republic of Germany apply to the exclusion of international conflict of law and the UN sales law.
3. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract is the registered office of Predium.

Appendix A: Support Services