INTELIZIGN provides the CUSTOMER with the services specified in the Master Agreement Managed Services (hereinafter: “Master Agreement”) for use via the PLATFORM in accordance with the following provisions:

1. Definitions

Terms written in CAPITAL LETTERS have the following meaning:

ADDONS	These are additional functionalities that can be assigned to an individual NAMED USER or CONCURRENT USER.
WORKING DAYS	Are Monday through Friday, except for public holidays, at INTELIZIGN’s headquarters in Munich.
REMEDY PERIOD	Contractually agreed period for the elimination of INCIDENTS within INTELIZIGN’s AREA OF RESPONSIBILITY. The provision of a WORKAROUND SOLUTION or the issuance of instructions for action shall also be deemed to constitute elimination.
CONCURRENT-USER	Licenses that can be used simultaneously up to a specified maximum number without the respective users having to register by name. Once the maximum number of simultaneous users has been reached, no further licenses can be used until one is released by an existing CONCURRENT USER terminating their use.
CLOUDSERVICE PROVIDER	Is the subcontractor used by INTELIZIGN to operate the PLATFORM.
DYNAMIC-NAMED-USER	NAMED users are licenses where the amount of remuneration depends on the duration of use.
INCIDENT	Requests from the CUSTOMER to INTELIZIGN’s support organization, in particular requests regarding situations in which the provided SERVICES or their functionalities cannot be used by the CUSTOMER in accordance with the specifications.
CONFIGURATION	Are settings of parameters provided for this purpose on existing SERVICES by the CUSTOMER within the scope of the processing rights granted to them, which do not require any intervention at code level.
SERVICE TRANSFER POINT	The technical output of the data center of the CLOUD SERVICE PROVIDER used by INTELIZIGN, which is decisive for the demarcation of the spheres of responsibility between INTELIZIGN and the CUSTOMER.
NAMED-USER	NAMED user licenses are user-specific licenses for the use of the services and are based on the unique identifier (user with account name and password) of a named registered natural person. The customer is entitled to assign NAMED user licenses to a new user if the previous user will no longer use the services on a permanent basis and at least 30 days have passed since the last assignment.
PLATTFORM	This refers to the IT infrastructure operated regularly at the CUSTOMER’s premises, or otherwise at INTELIZIGN or external CLOUD SERVICE PROVIDERS, which technically enables the provision of the SERVICES to the CUSTOMER.
PROGRAMMING	Are adjustments or additions made by the CUSTOMER to the SERVICES at code level within the scope of the editing rights granted to them.
RESPONSE TIME	Time span from receipt of the CUSTOMER’S INCIDENT report to the first qualified response.
RELEASE	A defined version of the software components contained in the SERVICES provided by INTELIZIGN.
SERVICES	The provision of cloud-based services as described in more detail in the Master Agreement.
SERVICE LEVELS	The RESPONSE TIME and RESOLUTION TIME to be observed by INTELIZIGN when rectifying errors in the SERVICES.
SEVERITY LEVEL	Levels of INCIDENT prioritization depending on urgency and severity of impact.
SERVICE TIME	Time period for the provision of the agreed SERVICE LEVELS during WORKING DAYS as defined in the Appendix SLA.
WORKAROUND	A workaround that is reasonable for the CUSTOMER in terms of organization or software technology, which allows a faulty functionality or partial functionality to be bridged or used with reasonable and acceptable additional effort on the part of the CUSTOMER until the error is finally rectified.
AREA OF RESPONSIBILITY	Identifies all INCIDENTS that INTELIZIGN can directly influence within the SERVICE LEVELS. This expressly does not include services provided by CLOUD SERVICE PROVIDERS used by INTELIZIGN or CONFIGURATIONS or PROGRAMMING carried out by the CUSTOMER.
CONFIDENTIAL INFORMATION	All information in written, electronic, oral, or other form disclosed by one PARTY to the receiving PARTY or its representatives shall be considered confidential if it: is clearly marked as confidential, described as such, or otherwise identified as such; constitutes a trade secret within the meaning of Section 2 No. 1 of the German Trade Secrets Act (GeschGehG); is protected by industrial or other property rights (e.g., copyrights); is to be regarded as confidential due to its content and/or the circumstances; is subject to data protection or a similar confidentiality obligation; or has been derived from disclosed CONFIDENTIAL INFORMATION.

2. Description of Services

The services to be provided by INTELIZIGN are set out in full in the Master Agreement and the Appendices referred to therein.

INTELIZIGN provides the services described below:

2.1. Provision of Services

INTELIZIGN shall provide the CUSTOMER with access to the SERVICES described in the Master Agreement and in the Appendix Services on a PLATFORM of the CUSTOMER to the agreed extent.

The provision of the SERVICES also includes all new RELEASE of the SERVICES that INTELIZIGN makes available to the CUSTOMER for use during the term of the contract within the scope of the agreed scope of services for the CUSTOMER.

2.2. Access to the Services

The CUSTOMER or any employee of the CUSTOMER can access the SERVICES provided via the authentication mechanisms provided for the SERVICES.

The CUSTOMER is entitled to create employee accounts within the agreed framework. All accounts are individualized and may only be used by the respective authorized users of the CUSTOMER.

If necessary, the CUSTOMER shall ensure that any necessary data protection or other consents of employees for the use of the SERVICES are obtained.

The CUSTOMER is obliged to keep the access information confidential, to protect it from unauthorized access by third parties, and to instruct employees accordingly.

If misuse by a third party is suspected, the CUSTOMER shall inform INTELIZIGN immediately. In this case, INTELIZIGN is entitled to block the accounts concerned.

INTELIZIGN also reserves the right to technically monitor the contractual use of the accounts in order to prevent misuse.

2.3. Scope of Services

INTELIZIGN is responsible for providing the SERVICES, which are to be delivered to the technical output of the CUSTOMER’s data center (“SERVICE DELIVERY POINT”). The CUSTOMER is responsible for the setup, operation, and maintenance of the data center. The CUSTOMER is responsible for the services and technical requirements necessary for the use of the SERVICES from the SERVICE DELIVERY POINT onwards. These include, in particular:

• Establishing and maintaining the system requirements necessary on the part of the customer for the use of the SERVICES provided.
• Establishing interoperability with the CUSTOMER’s systems or third-party systems not listed in the scope of functions under the Master Agreement (type and scope of services).
• Implementing and documenting customer-specific CONFIGURATIONS of the SERVICES that do not affect the operation of the SERVICES by INTELIZIGN.

2.4. Availability of the Services

INTELIZIGN shall make commercially reasonable efforts to keep the SERVICES provided available and operational for access and use by the CUSTOMER. INTELIZIGN shall ensure the availability specified in the Appendix Services during the term of the contract, measured over the course of a calendar year.

The following are excluded from availability:

• previously announced maintenance windows, usually outside normal hours of use,
• emergency downtimes for the short-term and unannounced installation of security updates, and
• special times agreed between the Parties for the performance of non-routine and urgent work (“DOWNTIMES”).

Availability is calculated excluding defined maintenance windows, DOWNTIMES, and emergency downtimes, as well as causes for which INTELIZIGN is not responsible, e.g.:

• use of the SERVICES provided by the CUSTOMER in a manner not in accordance with the agreement;
• incorrect CONFIGURATION or PROGRAMMING of the SERVICES by the CUSTOMER;
• failures of system requirements for which the CUSTOMER is responsible;
• failure by the CUSTOMER to meet the minimum system environment requirements specified in the Appendix Technical Description;
• events of force majeure (see Section 12);
• data corruption due to an error on the part of the CUSTOMER;
• any actions, inactivity, or omissions by third parties beyond INTELIZIGN’s control, in particular technical failures.

3. Support and Maintenance

The following provisions apply unless deviating provisions have been agreed in the Appendix SLA. In case of doubt, the special provisions of the Appendix SLA take precedence over the general provisions of the GTC.

3.1. Provision of Support

Support requests can be submitted by the CUSTOMER’s first-level support as a ticket via the customer portal.

3.1.1. First Level Support

The CUSTOMER shall provide First Level Support through qualified contact persons during the term of the contract. The CUSTOMER’s First Level Support is the first point of contact for all requests. If a problem cannot be solved, it will be forwarded by the qualified First Level Support contact persons to INTELIZIGN’s Second Level Support.

When reporting to INTELIZIGN’s second-level support, the CUSTOMER’s qualified contact person shall ensure that:

• the INCIDENT is described comprehensively and completely,
• in the case of suspected INCIDENTS within INTELIZIGN’s AREA OF RESPONSIBILITY, an initial classification of the INCIDENT into the agreed SEVERITY LEVELS is made,
• all information, data, and documents required to describe the INCIDENT are provided, and
• INTELIZIGN is granted any system access required to analyze the INCIDENT at the CUSTOMER’s premises.

3.1.2. Second and Third Level Support

Second level support is provided on the basis of tickets by application specialists from INTELIZIGN or affiliated companies of INTELIZIGN or by partners commissioned by INTELIZIGN. Details of the companies used can be found in the currently valid version of the Appendix on Order Processing and Subcontractors.

The ticket is used to log the further processing status and analysis of the respective INCIDENT.

If the INCIDENT cannot be resolved by second-level support, it is forwarded to INTELIZIGN’s third-level support. INTELIZIGN’s third-level support is staffed by programmers, whereby the problem can be solved in cooperation with SIEMENS Support GTAC.

3.2. Severity Levels

INCIDENTs that fall within INTELIZIGN’s AREA OF RESPONSIBILITY shall be resolved by INTELIZIGN in accordance with the following SEVERITY LEVELS.

INCIDENTs shall initially be classified by the CUSTOMER and reviewed by INTELIZIGN. INTELIZIGN shall be entitled to upgrade or downgrade the CUSTOMER’s classification.

RESPONSE and RESOLUTION TIMES are based on the options for SERVICE LEVELS agreed between the PARTIES in the Appendix Service and described in the Appendix SLA, in accordance with the CUSTOMER’s internal assessment of the risk of failure of the SERVICES.

Severity Level	Description
1 (High)	A significant and relevant part of the SERVICES provided is unavailable or inaccessible, making it impossible to work and/or leading to critical business impacts. This is particularly the case if an INCIDENT leads to the loss of an essential function and cannot be remedied by a workaround.
2 (Medium)	The SERVICES provided are generally available, but are so severely impaired that this has a more than insignificant impact on their use, for example because individual important functions are not available. However, the CUSTOMER’s work can continue with restrictions.
3 (Low)	The SERVICES provided are available, but their use is partially impaired for some or all users, for example because individual functions of minor importance are not available. The CUSTOMER’s work is only insignificantly impaired.

Technically necessary changes and maintenance work that cannot be postponed are not included in the RESPONSE and REMEDY TIMES. INTELIZIGN is entitled to make such changes and carry out such maintenance work at any time. In doing so, INTELIZIGN is obliged to complete changes and maintenance work without delay, to maintain usability as far as possible and, where possible, not to carry out changes and maintenance work at times of high utilization (e.g., at the end of the month, on Monday mornings).

4. Contributions by the Customer

4.1. Contributions

For the contractual use of the SERVICES provided by INTELIZIGN, the CUSTOMER shall ensure, within the scope of its cooperation, that:

• the hardware and software used by the CUSTOMER, including workstations, routers, data communication equipment, etc., as well as the data center and server infrastructure, meet the minimum technical requirements for the use of the SERVICES provided, as defined in the Appendix Technical Description;
• the information required for setup and maintenance is made available to INTELIZIGN;
• the software components used by the CUSTOMER to create the system requirements always take into account all current security updates;
• the necessary data security precautions are set up and maintained throughout the entire term of the contract. This essentially refers to the careful and conscientious handling of accounts and access information;
• INTELIZIGN shall be notified immediately of any technical changes occurring within its sphere of influence if they are likely to impair the performance of INTELIZIGN or the security of the SERVICES provided;
• INTELIZIGN has become aware of relevant national laws, regulations, administrative provisions, and other relevant regulations, and, in particular, that the necessary approvals are obtained from the competent authorities in a timely manner and at its own expense.

Depending on the intended use and criticality of the SERVICES provided by INTELIZIGN, the CUSTOMER shall, if necessary, draw up an emergency plan (including disaster recovery and backup strategy) in the event of a complete or partial failure of the SERVICES. Backups are only included in the SERVICES to the extent agreed in the Appendix Service.

The CUSTOMER undertakes to comply with the statutory provisions (e.g., criminal provisions) and third-party rights (e.g., IP rights) within the scope of the performance of the contractual relationship.

4.2. Failure to provide contributions

If the CUSTOMER fails to provide the cooperation services incumbent upon it, or fails to do so in a timely or proper manner, INTELIZIGN shall be entitled to invoice any additional expenses incurred by INTELIZIGN in providing the SERVICES.

In the case of cooperation obligations without which the provision of the SERVICES by INTELIZIGN would be impossible or significantly impeded, INTELIZIGN shall also be entitled to set the CUSTOMER a reasonable grace period for the contractual provision of the cooperation obligation in question. If this grace period expires without success, INTELIZIGN shall be entitled to terminate the respective contract for cause.

5. Granting of Rights

5.1. Rights of use for the SERVICES

INTELIZIGN grants the CUSTOMER, against payment of the agreed remuneration for the SERVICES provided, the non-exclusive, non-transferable, and non-sublicensable right to use them for their intended purpose during the term of the contract to the extent described in the Appendix Services.

The rights granted and restrictions set forth in this Section shall also apply to all new RELEASES of the SERVICES provided during the term of the contract.

5.2. Rights of use for PROGRAMMING and CONFIGURATIONS

The PARTIES agree that INTELIZIGN holds the intellectual property rights (in particular copyrights) to the programming and configuration of the SERVICES, including the right to edit them. The CUSTOMER is granted simple rights of use for the duration of the contract.

5.3. Reproduction

The CUSTOMER may only reproduce software components provided within the scope of the SERVICES to the extent necessary for their intended use. This includes storing UI components in the browser cache or application, or loading software components into the working memory on the CUSTOMER’s server.

5.4. Transfer to third parties

The CUSTOMER acknowledges that, subject to any deviating provision in the Appendix Services, it is not entitled to pledge, assign, rent, sublicense, publish, or otherwise communicate or transfer the SERVICES provided, in whole or in part, whether for a fee or free of charge.

5.5. Other restrictions on use

In addition to the restrictions set out in the preceding sections, the CUSTOMER is subject to the following restrictions on use and shall refrain, either themselves or through third parties, from:

1. performing any copyright-relevant action that is not expressly permitted by the above granting of rights of use;
2. subject to mandatory legal provisions, decoding, reverse engineering, disassembling, decompiling, deriving the source code from the object code, or otherwise deriving the internal structure, functionality, or other internal processes of the licensed SERVICES, including all software components, or attempting to derive them;
3. translating or converting the licensed SERVICES, including all software components, or the documentation or any part thereof;
4. removing or obscuring copyright or trademark notices of INTELIZIGN or other rights holders;
5. impairing the functionality of the licensed SERVICES through attacks such as SQL injection/DDoS attacks or similar harmful actions;
6. attempting to circumvent protective measures of the licensed SERVICES, including all software components;
7. using or permitting the use of the SERVICES provided, including all software components or documentation or any part thereof, in connection with content that contains offensive or adult material and/or depictions of violence, in a manner that may be considered immoral or illegal or that discredits the reputation or goodwill of INTELIZIGN;
8. using the SERVICES provided in a manner or for purposes that violate applicable law.

5.6. Data and data rights

The CUSTOMER remains the sole owner of the data processed by them via the SERVICES.

The CUSTOMER is responsible for maintaining and backing up their individual data (configurations, settings, user management).

All data collected and/or generated in connection with the provision of services, in particular the monitoring and administration of the infrastructure operated by the CUSTOMER (hereinafter referred to as “the data”), may only be used by INTELIZIGN for contractual purposes. The user expressly agrees that INTELIZIGN may store, process, and use the data in anonymous form to the extent necessary for INTELIZIGN’s purposes, namely consulting, advertising, market research, or the needs-based design of the services provided by INTELIZIGN. The CUSTOMER may revoke this consent at any time with effect for the future.

INTELIZIGN has neither a right of retention nor a statutory landlord’s lien (§ 562 BGB) with regard to the CUSTOMER’s data.

5.7. Open source components

The use of open source software in the SERVICES provided is documented in a comprehensible manner. The developer of the software used in each case is responsible for this.

6. Contributions by the Customer

6.1. Contributions

For the contractual use of the services provided by INTELIZIGN, the CUSTOMER shall ensure, within the scope of its cooperation, that:

• all technical requirements for the hardware and operating environment (data center and server, local workstations, Internet connection, etc.) necessary for the proper operation of the software solutions to be maintained by INTELIZIGN within the scope of the Managed Services are met and, if applicable, are specified in more detail in the Appendix Technical Description or in operating instructions or similar documents provided by the software provider, and
• the information necessary for the provision of the services agreed in this contract is made available to INTELIZIGN.

The CUSTOMER undertakes to comply with the statutory provisions (e.g., criminal provisions) and rights of third parties (e.g., IP rights) within the scope of the execution of the contractual relationship.

6.2. Failure to provide contributions

If the CUSTOMER fails to provide the cooperation services incumbent upon them, or fails to do so in a timely or proper manner, INTELIZIGN shall be entitled to invoice any additional expenses incurred as a result in the provision of the contractually agreed services.

In the case of cooperation services without which the provision of the contractually agreed services would be impossible or significantly more difficult for INTELIZIGN, INTELIZIGN shall also be entitled to set the customer a reasonable grace period for the provision of the relevant cooperation service in accordance with the contract. If this grace period expires without success, INTELIZIGN shall be entitled to extraordinary termination.

7. Remuneration

7.1. Amount of remuneration

The amount of remuneration for the SERVICES provided by INTELIZIGN and the method of payment are specified in the Master Agreement and the Appendix Services.

All prices are exclusive of the applicable statutory value added tax.

7.2. Adjustment of remuneration

INTELIZIGN is entitled to adjust the remuneration for the SERVICES provided with effect for the future if more than twelve months have elapsed between the conclusion of the contract and the provision of the service and the cost situation has changed.

7.3. Terms of payment

The following provisions apply unless deviating provisions have been agreed in the Appendix Services. In case of doubt, the special provisions of the Appendix Services take precedence over the general provisions of the General Terms and Conditions.

Advance payment is generally required.

Payments are due upon invoicing and are made annually in advance without deductions.

For deliveries abroad, INTELIZIGN reserves the right to demand payment by letter of credit or documents against payment.

In the event of late payment, INTELIZIGN is entitled to charge default interest of 9% p.a. on outstanding payments. The CUSTOMER’s contractual payment obligation remains unaffected by this. INTELIZIGN reserves the right to claim higher damages for late payment.

8. Contract Term

8.1. Contract commencement, (minimum) contract term, and ordinary termination

The start of the contract and the (minimum) contract term, as well as the notice periods for ordinary termination of the contract, are specified in the master agreement.

If the contract is not terminated with three months’ notice to the end of the year, it is automatically extended for another year. Termination can be declared for the first time at the end of the minimum term.

8.2. Extraordinary termination

Both PARTIES retain the right to terminate all or individual SERVICES for good cause under the conditions of § 314 BGB (German Civil Code). If there are objectively justified reasons, the terminating PARTY may specify a reasonable notice period (expiry period).

Good cause shall be deemed to exist if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating PARTY can no longer be reasonably expected to continue the contractual relationship. If the important reason consists of a breach of a contractual obligation, termination is only permissible after the unsuccessful expiry of a reasonable period of time set for remedial action or after an unsuccessful warning, unless the basis of trust for the further performance of the contractual relationship has already been undermined by the initial breach of contractual obligation to such an extent that it cannot be restored even by setting a deadline.

An important reason shall be deemed to exist in particular if:

• one PARTY has breached a material provision of the contract and has not remedied the breach within a reasonable period of time, but at least forty-five (45) calendar days after receipt of a written request from the other PARTY. No period of notice is required if the breaching PARTY refuses to remedy the breach or if remedy is not possible or unreasonable for the non-breaching PARTY;
• an application has been filed for the opening of insolvency or similar proceedings against a PARTY or there is a threat of such proceedings being opened against a PARTY;
• the CUSTOMER is in default (a) with the payment of INTELIZIGN’s invoices for the ongoing provision of services for three (3) consecutive months or (b) with the payment of INTELIZIGN’s invoices for the ongoing provision of services in an amount corresponding to the average invoice amount for the ongoing provision of services for three (3) months. Termination shall only be effective if INTELIZIGN has requested payment from the CUSTOMER in advance in writing;
• there is sufficient suspicion that the CUSTOMER has violated these Appendix General Terms and Conditions, in particular the restrictions on use specified in Section 6 or the obligations to cooperate specified in Section 7. The CUSTOMER may avert these measures if they dispel the suspicion by providing suitable evidence at their own expense.

Termination for good cause may only be declared within a period of three (3) months after the PARTY entitled to terminate has become aware of the reason for termination. If the overall assessment of a series of events entitles a PARTY to terminate, the period shall be calculated from the last of these events.

8.3. Form

All notices of termination must be made in writing.

9. Warranty, Liability for Defects

INTELIZIGN guarantees the functionality and operational readiness of the SERVICES provided via the PLATFORM in accordance with the agreed availability levels.

In the event of non-compliance with the contractually agreed availability levels and non-compliance with the agreed SERVICE LEVELS for the rectification of defects, the CUSTOMER’s rights as a result of the reduced usability of the SERVICES provided shall be governed exclusively by the respective agreed SERVICE LEVELS in Appendix SLA.

The right to terminate the contract or claim damages remains unaffected.

10. Legal Defects

10.1. Principle

INTELIZIGN warrants that the contractual use of the SERVICES provided by INTELIZIGN does not infringe any third-party rights.

If claims are asserted due to the actual or alleged infringement of third-party rights as a result of the CUSTOMER’s use of the SERVICES, the PARTIES shall notify each other of this in writing without delay. The PARTIES shall coordinate the defense against such claims in close consultation, with INTELIZIGN being entrusted with the conduct of the proceedings within the framework of the applicable procedural law. INTELIZIGN shall bear the reasonable costs of the CUSTOMER’s legal defense.

If the contractual use of the SERVICES is impaired due to the assertion of third-party rights, INTELIZIGN shall have the right, at its discretion, either (i) to modify the SERVICES at its own expense in such a way that third-party rights are no longer impaired, (ii) to obtain, at its own expense, the authority to use the SERVICES without restriction in accordance with the contract, or (iii) provide a suitable replacement.

10.2. Indemnification

If the CUSTOMER incurs costs, damages, or obligations in connection with the defense or other handling or settlement of claims for legal defects in relation to the SERVICES provided, INTELIZIGN shall indemnify and hold the CUSTOMER harmless from any costs or obligations imposed by a final court judgment or arbitration award, or from any costs or obligations recognized in a settlement, as well as from the costs of a reasonable legal defense.

If the CUSTOMER incurs costs and/or damages and/or obligations (including the costs of a reasonable legal defense) as a result of a settlement agreement, the indemnification shall be conditional upon INTELIZIGN either having agreed to the settlement or having failed to take over the litigation with regard to the dispute with the third party.

10.3. Further rights

If, due to an alleged infringement of third-party rights, a court injunction is issued regarding the use or application of the SERVICES provided or parts thereof, INTELIZIGN shall, at its own discretion, (i) obtain the right for the CUSTOMER, at its own expense, to continue using the SERVICE(S) or parts thereof affected, or (ii) replace the affected SERVICE(S) or parts thereof with other elements that correspond to the functionality of the replaced elements, or (iii) modify the affected SERVICE(S) or parts thereof in such a way that they do not give rise to any infringement of third-party rights.

If none of these measures is possible, INTELIZIGN shall reimburse the CUSTOMER for the proportionate remuneration paid for the SERVICE(S) concerned for the duration of the impairment.

The provisions of this Section 10 conclusively regulate liability for defects of title.

The indemnification applies exclusively to claims by third parties arising from the use of the SERVICES within the EU, the EEA, and Switzerland.

10.4. Statute of limitations

Claims under this Section 10 shall become time-barred within two years of the CUSTOMER becoming aware of the facts giving rise to the claim.

11. Liability

11.1. Unlimited liability

In cases of intent, gross negligence, malice, and in the event of a guarantee being assumed, INTELIZIGN shall be liable without limitation in accordance with the statutory provisions. This also applies to liability for damage to life, limb, or health, as well as liability under the Product Liability Act.

11.2. Limitation of liability

In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for this type of contract, but shall not exceed the total annual remuneration. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the CUSTOMER relies and may rely. In the event of a slightly negligent breach of non-essential contractual obligations, INTELIZIGN’s liability is excluded.

11.3. Liability for vicarious agents and organs

The restrictions in Section 11.2 also apply in favor of INTELIZIGN’s legal representatives and vicarious agents if claims are asserted directly against them.

11.4. Limitation period

Claims for damages, regardless of their legal basis, shall become time-barred within 24 months of the claim arising and becoming known. This shall not apply in cases of intent, malice, or the assumption of a guarantee.

11.5. Contributory negligence

If damage is attributable to both INTELIZIGN and the CUSTOMER, the CUSTOMER shall be held liable for its contributory negligence. In particular, in the event that INTELIZIGN’s services are used by unauthorized third parties using the CUSTOMER’s access data, the CUSTOMER shall be liable for any fees incurred as a result, provided that the CUSTOMER is at fault for the unauthorized third party’s access.

12. Force Majeure

Force majeure shall be deemed to exist in the event of any unforeseeable, serious event, such as, in particular, war, terrorist conflicts, pandemics, epidemics, or labor disputes, which is beyond the control of a PARTY and which prevents a PARTY from fulfilling its obligations in whole or in part, including fire damage, floods, strikes, and operational disruptions or official orders and lawful lockouts for which the PARTIES are not responsible.

In the event of an impediment to the contractual obligations due to force majeure, the affected PARTY shall immediately notify the other PARTY of the occurrence and cessation of the force majeure. It shall use its best efforts to remedy the force majeure and limit its effects as far as possible.

The PARTIES undertake to adapt this agreement to the changed circumstances in good faith. For the duration and to the extent of the direct and indirect effects, the PARTIES shall be released from their contractual obligations and shall not be liable for damages in this respect.

In the event that an adjustment in good faith is not in the interests of the parties, either PARTY may terminate this agreement extraordinarily if it is foreseeable that the contractual obligations will be prevented for more than 60 days. Additional costs incurred as a result of such termination shall be borne by the PARTIES themselves.

13. Confidentiality

13.1. General

CONFIDENTIAL INFORMATION may only be used for the purpose of fulfilling the contract. The PARTIES undertake to treat CONFIDENTIAL INFORMATION as strictly confidential and to take all necessary measures to prevent CONFIDENTIAL INFORMATION from becoming accessible to unauthorized third parties. The PARTIES undertake to make CONFIDENTIAL INFORMATION accessible only to those third parties who need to be aware of such information (employees, subcontractors).

In addition, the PARTIES agree to maintain confidentiality regarding the content of the contractual provisions and the knowledge gained during their execution.

The confidentiality agreement applies in particular to the access data, email and IP addresses, and passwords designated by INTELIZIGN.

The confidentiality obligation also applies to the initiation of a contractual relationship and beyond the termination of the contractual relationship. The auxiliary persons involved shall be subject to a corresponding confidentiality obligation.

13.2. References; Press releases

Press releases, information, etc. in which one PARTY refers to the other PARTY and the existing business relationship with it are only permitted with the prior written consent of the other PARTY.

14. Data Security

Each PARTY is obliged to ensure adequate security of data during its transmission via public telecommunications facilities or the SERVICES provided via the PLATFORM. The PARTIES are also obliged to ensure that access to the computer systems used in the provision of the agreed services complies with all legal requirements or requirements imposed by supervisory authorities and that access to the data is protected against unauthorized use by appropriate technical and organizational measures.

The PARTIES shall make all reasonable efforts to achieve the best possible protection against viruses, worms, Trojan horses, or other malware in accordance with the current state of the art. The PARTIES shall immediately notify each other in writing of any suspected breaches of a security measure or other security incidents that may be relevant to the security of the provision of the agreed services and cooperation services, and shall provide appropriate support in minimizing or eliminating damage. Security incidents are understood to be all events that violate the protection objectives (i) availability, (ii) confidentiality, and (iii) integrity with regard to the data of the outsourcing CUSTOMER that is processed by INTELIZIGN or its subcontractors.

The PARTIES shall monitor the data processing systems for which they are responsible (in terms of applications, networks, data centers, etc.) with regard to these breaches of protection objectives. Physical breaches of protection objectives (e.g., breaches in the area of access, etc.) shall also be monitored.

In the event of a breach of protection objectives, the other PARTY must be notified immediately.

15. Export Control

The PARTIES are aware that the SERVICES may be subject to export and import restrictions. In particular, licensing requirements may apply or the use of the SERVICES or related technologies may be subject to restrictions abroad. This must be checked in each individual case before any permitted transfer.

When using the SERVICES, the CUSTOMER shall comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union, and the EFTA, as well as all other relevant regulations, in particular the regulations of all relevant European Union sanctions lists concerning business transactions with companies, persons, or organizations named therein.

The fulfillment of the contract by INTELIZIGN is subject to the proviso that there are no obstacles to fulfillment due to national and international regulations of export and import law or any other legal regulations.

The CUSTOMER shall fully indemnify INTELIZIGN against all claims asserted against INTELIZIGN by authorities or other third parties due to non-compliance with the above export control obligations and undertakes to reimburse INTELIZIGN for all damages and expenses incurred in this connection.

All taxes, customs duties, fees, and import and export duties incurred in connection with the delivery shall be borne by the CUSTOMER.

16. Final Provisions

16.1. Place of performance

The place of performance is the registered office of INTELIZIGN in Munich.

16.2. Applicable law

German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.3. Place of jurisdiction

The place of jurisdiction is Munich. However, INTELIZIGN shall be entitled to bring legal action at the CUSTOMER’s place of business.

In the event that the CUSTOMER is based outside Europe, both PARTIES are entitled to conduct arbitration proceedings as an alternative to ordinary court proceedings. This applies to all disputes arising from or in connection with the Master Agreement. For the duration of arbitration proceedings, recourse to local courts is excluded. The arbitration proceedings shall be conducted before the International Court of Arbitration of the International Chamber of Commerce in accordance with the ICC rules of arbitration.

16.4. Text form

Amendments and additions to these General Terms and Conditions must be made in writing to be effective. Amendments and additions must also expressly refer to the amended or supplemented contract.

There are no verbal side agreements. Declarations must be made in writing to be effective.

16.5. Severability clause

Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose pursued by the PARTIES. This also applies in the event of a loophole.

Munich, 28.08.2025

Intelizign Engineering Services GmbH
Konrad-Zuse-Platz 8, 81829 München
Phone: +49 89 207042 190 | Fax: +49 89 207042 191
www.intelizign.com