Terms Of Use

General Terms and Conditions of Business FredLab GmbH & Co. KG

(Status as of November 10, 2023)

1. Scope of Application

1.1 These General Terms and Conditions ("GTC") are used by FredLab GmbH & Co. KG based in Potsdam ("FredLab"

1. 2 FredLab provides consulting services. In addition, FredLab has developed the software "FredBase" (the "Software") and offers it as part of a Software-as-a-Service model ("SaaS") alongside other services.

1. 3 FredLab's offer is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1. 4 The legal relationship between FredLab and the customer is based exclusively on the service contract concluded between the parties, which incorporates these GTC (the "Contract"). The customer's general terms and conditions are excluded. Counter-confirmations by the customer with reference to its terms and conditions are hereby rejected.

2. Subject Matter Of The Contract SaaS-Services

2. 1 The subject of the contract is the temporary provision of the software in the current version via the Internet for a fee ("Service(s)") and, if relevant, the additional services agreed in the contract. Part of the Service is the provision of storage space on servers operated by FredLab or a subcontractor commissioned by FredLab. Details can be found in the respective service description in the contract [or on www.fredbase.com] (the "website") and the agreed availability and support services (sections 3 and 7).

2. 2 FredLab only owes the provision of the functions and properties of the software resulting from the service description and the adaptation of the service to the current state of the technology. It is not obliged to adapt the service to the customer's needs.

2. 3 FredLab will continuously expand and improve the Software and the Service in the form of patches, updates and upgrades if these (i) serve technical progress or (ii) appear necessary to prevent misuse. In addition, FredLab is entitled to change the software and/or the service if (i) applicable law requires such changes, (ii) the changes are beneficial to the customer or (iii) the changes are of a purely technical or procedural nature and have no significant impact on the customer. FredLab shall notify the customer in advance of any significant changes to services. If the customer suffers significant disadvantages as a result of the service changes, the customer has the right to extraordinary termination of this contract on the date of the change. The customer must give notice of termination within two weeks of receiving notification of the service changes.

2. 4 Upgrades such as additional features can be made available to the customer by agreement and, if necessary, for a separate fee.

2. 5 Customer instruction in the use of the software or training is recommended; if agreed, the service will be invoiced separately.

Consulting Services

2. 6 The subject of the contract is the provision of the agreed consulting services for a fee.

2. 7 FredLab carries out the orders assigned to it on its own responsibility. FredLab is not subject to the customer's right to issue instructions or directives, nor is FredLab authorised to issue instructions to the customer's employees. FredLab independently determines processing methods at its own discretion as required for the proper execution of the order.

2. 8 The customer is advised to consult consultants in specific areas, such as legal issues, which do not fall within the scope of FredLab's services.

2. 9 FredLab's offers are non-binding unless they are expressly marked as binding. Offers from the customer are accepted when FredLab has confirmed them in writing, e.g. by order confirmation or advance payment invoice, or has carried out the service.

2. 10 The customer is obliged to carefully check an offer from FredLab for accuracy and expediency.

2. 11 FredLab is entitled to provide partial services if (i) the partial service can be used by the customer within the scope of the contractual purpose, (ii) the provision of the remaining services is ensured and (iii) the customer does not incur any significant additional expenses as a result.

3. Provision Of The Software, Availability

3. 1 The software is hosted on a server infrastructure licensed by FredLab. FredLab makes the software available for use at the router exit of the data processing centre where the server with the software is located (the "transfer point"). The customer is responsible for the Internet connection between the customer and the data processing centre and the necessary hardware and software (e.g. PC, network connection).

3. 2 FredLab will make daily backups and store them for a period of seven days. The software is offered subject to availability.

3. 3 Unavailability is given during (i) regular maintenance windows, which can be up to 6 hours per week and are usually carried out between 10 p.m. and 6 a.m. Central European Time, (ii) periods of unavailability due to mandatory unscheduled maintenance work necessary to eliminate faults, (iii) periods of unavailability due to circumstances beyond FredLab's control, in particular force majeure.

3. 4 The prerequisite for the use of the service by the customer is a current, up-to-date version of a common, modern browser.

4. Intellectual Property, Rights Of Use

4. 1 All documents provided to the customer as part of a contract, in particular data carriers, documentation, illustrations, drawings and calculations, remain the property of FredLab; in particular, all intellectual property rights such as copyrights, copyrighted rights of use, design rights and trademark rights to and in connection with the software and services remain with FredLab, unless they have been expressly granted to the customer.

4. 2 Insofar as the customer is granted a licence to use the concepts and studies created for him, this licence includes, subject to payment of the agreed remuneration, the simple, perpetual, non-transferable and non sublicensable right to use the content concerned as intended. Unless otherwise prescribed by law, the customer is not authorised to reproduce, distribute, make publicly accessible, edit, modify or sell any written material provided to him.

4. 3 Insofar as usage options are granted prior to full payment, these are revocable at any time. Existing copyright notices may not be removed or altered.

5. Rights To Use Software

5. 1 This section applies exclusively to the granting of rights of use of the software by FredLab to the customer; section 6 applies to the granting of rights of use to third parties.

5. 2 Provided that the agreed remuneration is paid, the customer receives from FredLab the non-exclusive and non-transferable right to use the software for the duration of the contract to the agreed extent and in accordance with the applicable laws. Unless expressly agreed otherwise, the aforementioned rights of use shall only apply to the country in
which the customer has its registered office.

5. 3 The software may only be used for your own purposes. In particular, the customer may not

5. 3. 1 make the software available to third parties outside the agreed user group for their business activities;

5. 3. 2 modify, decompile, disassemble, reconstruct or process the software in any other way;

5. 3. 3 use the software to develop a competing software solution or help a third party to do so;

5. 3. 4 use the software to distribute illegal and/or infringing content; and/or

5. 3. 5 sell, licence, lease, transfer or in any other way commercially utilise the software.

FredLab reserves the right to delete infringing content as well as content containing viruses or other harmful components and/or to terminate the services provided hereunder.

5. 4 The customer may only reproduce the software insofar as this is covered by the intended use of the software according to the current service description. Necessary duplication includes loading the software into the working memory on the provider's server, but not even temporary installation or storage of the software on data carriers (such as hard disks or similar) of the hardware used by the customer.

5. 5 After termination of the contract, the rights of use end automatically without the need for a declaration from
FredLab.

5. 6 An increase in the scope of use after conclusion of the contract is possible in accordance with clause 10.3.

6. Open Source And Third-Party Software Attribution

The software may contain open source software components. The use of these components is exclusively subject to the corresponding terms of use of the open source software components that are transmitted and/or referenced as part of the open source software components. In the event of contradictions or conflicting provisions between the licence terms of the open source software and the provisions of these GTC, the licence terms of the open source software shall take precedence.

7. Support Services

7. 1 Support requests can be sent via email to support@fredbase.com at any time.

7. 2 Support requests are generally processed on working days (Potsdam) between 8-18h CET within a reasonable period of time.

7. 3 Support requests must be reported in writing with a comprehensible description of the error symptoms, which should, if possible, be substantiated by written records, screenshots or other documents proving the defects. The report of the defect should make it possible to reproduce the error.

8. Obligations Of The Customer To Cooperate And Provide Information; Rights Of Use To Data And Analysis Data

8. 1 The customer is obliged to cooperate with FredLab within the scope of the services, in particular to provide FredLab with the necessary information and to provide a contact person to coordinate the services.

8. 2 The information may be provided in writing, by email or verbally, provided this is appropriate in each case.

8. 3 The information may be provided in writing, by email or verbally, provided this is appropriate in each case. The customer shall keep the usage and access authorisations assigned to him or the users as well as other agreed identification and authentication safeguards secret, protect them from access by third parties and not pass them on to unauthorised third parties. This data must be protected by suitable and customary measures. The customer shall inform FredLab immediately if there is any suspicion that the access data and/or passwords may have become known to unauthorised third parties.

8. 4 The customer is obligated to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.

8. 5 The customer is exclusively responsible for the content and data uploaded by him in the context of using the software (the "content(s)") and must ensure that these do not infringe the rights of third parties or applicable law.

8. 6 The customer indemnifies FredLab against all claims, legal disputes, losses, damages, expenses, costs (including court costs and legal fees) and liabilities ("losses") arising from or in connection with (i) the customer's use of the Software in breach of these GTC; (ii) any breach by the customer of any of the obligations or prohibitions set out in clause 5.2 and in this clause 8; (iii) any claim that the customer's content distributed via the software has caused damage to a third party.

8. 7 In the event of the aforementioned assertion of third-party claims, the customer shall provide FredLab with all information required to verify the claim and defend against it. The customer shall provide the information immediately, truthfully and completely.

8. 8 The customer shall make backup copies of the data transmitted to FredLab on their own data carriers in order to guarantee the reconstruction of the data and information in the event of loss.

8. 9 The content stored by the customer on the storage space intended for the customer may be protected by copyright. The customer hereby grants FredLab the right to make the content stored on the server accessible to the customer via the Internet when the customer requests it and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for the purpose of data backup.

9. Audit

FredLab is entitled to check whether the software is being used in accordance with the provisions of these GTC. For this purpose, FredLab may request information from the customer, in particular about the period and scope of use of the software, as well as access to the software used by the customer during normal business hours and with reasonable advance notice ("audit"). The audit shall be carried out a maximum of once a year or if there are reasonable grounds to assume a breach of the right of use (clause 4), and for a maximum period of three (3) years after termination of the contract.

10. Fees And Prices For The Software

10. 1 The customer pays FredLab the agreed remuneration. If this does not result from the service contract, FredLab's list prices apply. The fees and prices are subject to VAT at the statutory rate.

Use Of Software

10. 2 Current fees are payable in advance and in full at the beginning of each contract period (i.e. monthly or annually). Unless otherwise agreed, the customer shall pay the invoiced amount immediately without deduction. If the contract does not commence at the first of the month, the fees for the first days up to the beginning of the month shall be invoiced on a pro rata basis.

10. 3 If the customer wishes to change to a higher service package, they can do so at any time on the 1st of the next calendar month by sending an email to info@fredbase.com or by making the appropriate setting in their customer account, without this extending the subscription. For the respective remaining term of the current contract period, the corresponding additional fee will be charged immediately and for all further contract periods as part of the current advance payment.

10. 4 If the customer exceeds the limits of their current software package without prior notification, they will automatically switch to the next higher package after a grace period of 4 weeks without the need for any further agreement. Section 10.3 shall apply accordingly.

10. 5 FredLab reserves the right to increase the fees for the use of the software for future contract periods, but not before the end of the initial term. In this case, FredLab is obliged to communicate the increase to the customer in writing at least eight (8) weeks before it comes into effect. In the event that the customer does not accept the price increase, they are entitled to terminate the contract extraordinarily with 14 days' notice to the end of the current contract period.

10. 6 All payments due shall be made in euros and, unless otherwise agreed in the contract, via the payment methods shown on the website.

Consulting Services

10. 7 FredBase will invoice consulting services at the end of each month, specifying the activities and their duration.

10. 8 Expenses incurred in the course of the commissioned work shall be paid by the contractor. As an exception to the above, the client shall reimburse the contractor for the following expenses against proper proof:

- Travel costs in the amount of the agreed flat rate per kilometre outside the city of Potsdam

- Accommodation costs and additional expenses for meals for trips arranged by the client

- Flight costs that are agreed with the client

11. Guarantee

11. 1 The warranty period is one year from the date of performance or, if acceptance is required, from the date of acceptance. Mandatory statutory limitation periods shall remain unaffected.

11. 2 The software provided by FredLab essentially corresponds to the product description in this contract.

11. 3 In the case of update, upgrade and new version deliveries, claims for defects are limited to the new features of the update, upgrade or new version deliveries compared to the previous version status.

11. 4 Software is generally subject to the statutory warranty provisions in rental agreements. This means that the provisions of section 536b BGB (tenant's knowledge of defects at the time of 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 to remedy defects himself) is excluded.

11. 5 In all other respects, the provisions of employment contract law (sections 611 et seq. BGB) shall apply.

11. 6 FredLab does not guarantee that the customer's business expectations associated with the use of the software or other services will be realised.

11. 7 FredLab does not provide any additional guarantee for the software or other services without express confirmation.

11. 8 Any claims for damages are subject to the limitations set out in clause 12.

12. Liability Of FredLab For Damages Of The Customer

12. 1 In the following cases, FredLab is liable for damages or compensation for wasted expenditure to an unlimited extent and in accordance with the statutory limitation periods:

12. 1. 1 in the event of intent and gross negligence on the part of FredLab,

12. 1. 2 in the event of personal injury for which FredLab is responsible,

12. 1. 3 with guarantees from FredLab and

12. 1. 4 for claims against FredLab under the Product Liability Act.

12. 2 In cases of simple negligence, FredLab is liable in the event of a breach of material contractual obligations by FredLab or one of its legal representatives or vicarious agents for the foreseeable damage typical of the contract that was to be prevented by the breached obligation. An essential contractual obligation is an obligation whose fulfilment is essential for the proper execution of this contract or whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the customer can regularly rely.

12. 3 Notwithstanding clauses 12.1 and 12.2, the liability of FredLab, its legal representatives and vicarious agents is excluded, i.e. in particular for force majeure (including strikes, natural disasters, pandemics) and for simple negligent breach of non-essential contractual obligations. Strict liability for initial defects (Section 536a (1) BGB) is excluded.

12. 4 FredLab reserves the right to object to contributory negligence on the part of the customer (e.g. due to a breach of the customer's duty to co-operate in accordance with section 8).

13. No Rectification Of Defects And Limited Liability In The Case Of Services Provided Free Of Charge

13. 1 In deviation from the aforementioned sections 10.6 and 12, the following applies in the case of services provided free of charge by FredLab

13. 2 If FredLab offers a service free of charge, FredLab is not obliged to rectify the defect.

13. 3 If the customer suffers damage due to a defect in the free service, FredLab is only obliged to pay compensation if the defect was fraudulently concealed by FredLab. Otherwise, FredLab's liability is limited to intent and gross negligence.

14. Secrecy

14. 1 The parties undertake to treat all knowledge of confidential information and trade secrets of the other party ("trade secrets") obtained during the initiation and execution of the contract as confidential for an unlimited period of time and to use them only for the purposes of executing this contract. FredLab's trade secrets also include the services provided under this contract.

14. 2 The above obligations do not apply to trade secrets that

14. 2. 1 were already obvious or already known to the customer at the time of their transmission;

14. 2. 2 have become apparent after their transmission through no fault of the customer;

14. 2. 3 have been made accessible to the receiving party by a third party after their transmission in a non-illegal
manner and 14. 2. 4 without restriction as to confidentiality or utilisation; or made accessible to the receiving party; which have been developed independently by the receiving party without utilising the other party's trade secrets;

14. 2. 5 which are required to be published by law, governmental order or court decision - provided that the other party is promptly informed thereof and assisted in the defence of such orders or decisions; or

14. 2. 6 insofar as the receiving party is authorised to use or disclose the trade secrets on the basis of mandatory statutory provisions or on the basis of this contract

The party invoking the aforementioned privileges 14.2.1- 14.2.4 shall be obliged to provide evidence thereof.

15. Data Protection And Data Security

15. 1 The customer shall comply with the applicable data protection regulations when using the software. In this respect,

FredLab is not the controller within the meaning of Art. 4 No. 7 GDPR.

15. 2 If necessary, the client and FredLab will conclude an order processing agreement and technical and organisational measures (TOM) in accordance with the template provided by FredLab.

15. 3 The data uploaded by the customer in the course of using the software shall remain the property of the customer and shall not be passed on to third parties.

15. 4 During the contract period up to one month after termination of the contract, the customer has the option of exporting the data archived by FredLab in a common format. Thereafter, the data can only be released in individual cases (if the data is still available) and for a separate fee.

16. Contract Term And Cancellation

16. 1 Unless otherwise agreed between the parties in the service contract, the contract is concluded for a period of 12 months (the "initial term") and is automatically extended by a further 12 months (the initial term and each extension a "contract period") if the contract is not terminated with a notice period of eight (8) weeks to the end of the respective contract period. In the case of contracts with monthly fees, the contract can be cancelled with two (2) weeks' notice to the end of the month, but not with effect during the initial term.

16. 2 This shall not affect the right of either party to terminate the contract without notice for good cause and the right to terminate the contract in accordance with Section 2.3 (special termination in the event of certain change in services), in accordance with clause 10.5 (special cancellation in the event of a fee increase) and clause 17 (special cancellation in the event of changes to the GTC).

16. 3 In the case of service packages without a fixed term, the contract runs for an indefinite period and can be cancelled by the customer at any time without notice.

16. 4 Cancellation must be made at least in text form (by e-mail to info@fredbase.com).

16. 5 In the event of termination of the contract, all rights of use to the software granted to the customer shall expire immediately and the customer must cease using the software. Documents acquired by the customer as part of search requests remain the property of the customer and can be exported as PDF files.

17. Changes To The GTC

FredLab reserves the right to amend or supplement these GTC. The planned changes or additions will be announced to the customer by email or in writing with a reasonable period of notice before the planned entry into force. If the customer does not object to the amended GTC in text form (e.g. letter, e-mail) within six (6) weeks of receipt of the e-mail, the amended GTC shall be deemed accepted. In the event of an objection, the original GTC shall continue to apply unchanged; in this case, however, FredLab is entitled to terminate the contract within the framework of a special right of termination with a notice period of two months from receipt of the objection to the end of a calendar month. The special right of cancellation does not apply within the initial term.

18. Notifications

Notifications from the customer are sent by email to info@fredbase.com. Important changes to customer data or other circumstances affecting the contractual relationship must be communicated by the customer to FredLab immediately at the above email address.

19. Final Provisions

19. 1 The customer is only authorised to offset claims that are undisputed by FredLab or have been legally established.

19. 2 The customer is only authorised to assign or transfer claims arising from this contract with FredLab's consent.

19. 3 The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Potsdam. The place of fulfilment is the registered office of FredLab.

19. 4 The law of the Federal Republic of Germany shall apply exclusively.

19. 5 No verbal collateral agreements have been made.

19. 6 Should a provision of these GTC be or become invalid, contain an inadmissible deadline provision or a loophole, the legal validity of the remaining provisions shall remain unaffected. Insofar as the invalidity does not result from a breach of §§ 305 ff. BGB (validity of general terms and conditions), the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intentions of the parties. The same applies in the event of a loophole. In the event of an invalid term, the legally permissible term shall apply.