General Terms and Conditions of GeSi Software GmbH

V2.0 – As of July 2026

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A. General regulations

Preamble

GeSi Software GmbH, Juliuspromenade 28, 97070 Würzburg, represented by its managing director, Dipl.-Math. Petra Feitsch (hereinafter “GeSi Software GmbH”), develops and distributes software solutions in the areas of hazardous substance management, safety data sheet creation, and occupational safety (risk assessments), as well as related compliance topics (hereinafter “Software”). GeSi Software GmbH offers its products both as a purchase model (on-premises software) and as a subscription model in the form of a Software-as-a-Service (SaaS) solution.

In addition to these products, GeSi Software GmbH operates the SaaS platform“ SDBcheck® ,” which offers customers a SaaS solution for the automatic classification and plausibility checking of safety data sheets (hereinafter “SDBcheck®”), for which the separately provided General Terms and Conditions (“ SDBcheck® Terms and Conditions ”) in their currently valid version apply.

The following provisions are intended to comprehensively and clearly govern the legal relationship between GeSi Software GmbH and the respective customer.

§ 1 Scope, Amendments

1.The following terms and conditions exhaustively govern all contractual relationships between GeSi Software GmbH and the respective customer.

2.These Terms and Conditions apply exclusively to business transactions with business entities. For the purposes of these Terms and Conditions, a “business entity” is a natural person, a legal entity, or a partnership with legal capacity that, at the time the contract is concluded, is acting in the course of its commercial or self-employed professional activities (Section 14 of the German Civil Code (BGB)).

3.These General Terms and Conditions apply exclusively.Any terms and conditions of the customer that conflict with or deviate from these terms and conditions shall not be recognized unless GeSi Software GmbH has expressly agreed to them in individual cases.

4.Use of the SDBcheck® platform is governed by the SDBcheck® Terms and Conditions in their currently effective version. To the extent that SDBcheck® services are offered in connection with the purchase or rental of other GeSi products, the SDBcheck® Terms and Conditions shall take precedence with respect to these SDBcheck® services in the event of any conflicts.

5.GeSi Software GmbH reserves the right to amend these General Terms and Conditions at any time to the extent necessary to close any regulatory gaps that have arisen subsequently as a result of changes in the legal situation or technical conditions, or to reflect new services or service terms, without significantly altering the existing service/ consideration structure to the user’s detriment. Changes that do not place the customer at a disadvantage or are legally required are deemed accepted if the customer does not object by the time the amended Terms and Conditions take effect; GeSi Software GmbH will inform the customer of this in the notice of change. In all other cases and in the event of material changes affecting the primary contractual obligations, the customer’s express consent is required. GeSi Software GmbH will inform the customer of the changes no later than six weeks before the amended General Terms and Conditions take effect and will provide the customer with the amended terms. If, in the case of changes requiring consent, the customer does not provide the necessary consent within four weeks of receiving the notice of change, GeSi Software GmbH is entitled to terminate the relevant contractual relationship as of the date on which the amended Terms and Conditions are scheduled to take effect, or to continue it under the previous terms and conditions.

6.The governing language of the contract is German.

7.All prices quoted are net euro prices excluding VAT, unless otherwise stated in individual cases. VAT will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.

8.In the event of conflicts arising within the contractual relationship between the parties, the following order of precedence shall apply:

9.Individual Agreements

10.Section B of these General Terms and Conditions

11.Section A. of these General Terms and Conditions

12.The Legal Provisions

§ 2 Subject Matter of the Contract, Conclusion of the Contract, Scope of Services

1.GeSi Software GmbH offers, to the extent agreed, the following contractual services in particular:

2.Sale of standard software (on-premises software),

3.Provision of software as a SaaS solution,

4.Care and maintenance services.

5.The specific services to be provided and the exact scope of the services to be rendered by GeSi Software GmbH are set forth in the respective service descriptions, the respective offer, and the individual agreements/maintenance contracts and/or these General Terms and Conditions.

6.The contract is concluded as follows:

a.Customized Offers: GeSi Software GmbH will send the customer an offer in writing and remains bound by it for 30 days, unless otherwise specified in the offer. The contract is concluded upon the customer’s acceptance of the offer in writing.

b.Online Order via a Form: If the customer places an order using an online order form provided by GeSi Software GmbH, this constitutes an offer to enter into a contract. The contract is concluded upon the customer’s receipt of the order confirmation from GeSi Software GmbH in writing.

7.The General Terms and Conditions are available on the GeSi Software GmbH website and will be sent to the customer after the order is placed via email, in writing, or by fax along with the order confirmation.

8.If the provision of SDBcheck® is included as part of the agreed-upon services, the customer must register separately on the SDBcheck® platform and accept the SDBcheck® Terms and Conditions. The SDBcheck® Terms and Conditions apply to the use of SDBcheck®.

9.GeSi Software GmbH shall commence performance of the agreed services at the time specified in the respective contract and the underlying order documents. Deadlines shall be automatically extended by the period during which GeSi Software GmbH is prevented from performing the service through no fault of its own. This applies in particular in cases of force majeure, strikes, pandemics, and epidemics, as well as a lack of cooperation on the part of the customer as defined in these General Terms and Conditions.

10.GeSi Software GmbH is entitled to engage third parties, in particular subcontractors, to perform all services. These third parties shall then act as agents of GeSi Software GmbH. Notwithstanding GeSi Software GmbH’s rights arising from the customer’s default, the delivery periods shall be extended by the period during which the respective contractual partner fails to fulfill its obligations to GeSi Software GmbH.

11.If GeSi Software GmbH is in default with the performance owed, the customer is entitled to rescind the contract only if the customer has first set GeSi Software GmbH a reasonable deadline for performance or subsequent performance and this deadline has expired without result. Statutory cases in which setting a deadline is not required remain unaffected.

12.To the extent that GeSi Software GmbH integrates content from external third-party data sources (e.g., the ECHA database) into the software via technical connectors, the following applies:

a.Where possible, this content is identified as third-party data and, as a general rule, cannot be modified by the customer.

b.The integration of external data sources is provided as an additional feature and is not part of the core functionalities that GeSi Software GmbH is obligated to provide.

c.GeSi Software GmbH is not responsible for the availability of external data at all times, nor for its timeliness, accuracy, or completeness. The availability, content, and interfaces of third-party systems are beyond the control of GeSi Software GmbH. Outages, malfunctions, or the discontinuation of external data sources do not constitute a material defect—unless GeSi Software GmbH is at fault with regard to the technical connection—and do not entitle the customer to claims for a price reduction, rescission, or damages. In all other respects, Section 7 applies.

d.The externally provided content is intended as a guide and does not replace the customer’s own independent professional review. The customer remains solely responsible for the evaluation, selection, and use of this content, as well as for compliance with the relevant legal requirements.

13.GeSi Software GmbH may provide functions that allow the customer to send emails or electronic messages to third parties, in particular suppliers of safety data sheets, including bulk email functions and pre-formulated text modules. The Company is solely responsible for providing the technical functionality for sending such messages. The following applies:

a.Messages sent via the software are sent on behalf of and under the responsibility of the customer. The customer bears sole responsibility for the content, recipients, attachments, and time of sending, as well as for the legal admissibility of the messages. Pre-formulated text modules are non-binding samples. The customer is solely responsible for assessing their suitability for the specific intended purpose.

b.GeSi Software GmbH does not guarantee the actual delivery of messages, as delivery depends on the infrastructure of external providers. In all other respects, Section 7 applies.

14.As part of the services it is contractually obligated to provide, GeSi Software GmbH may make available optional AI-powered features and/or AI tools (hereinafter: “AI Tools”) that are based on third-party AI systems. The following applies in this regard:

a.The use of AI tools is voluntary and occurs when the customer or its users activate or access them. The content and results produced through these functions are generated automatically and are intended solely to provide support and assistance. They do not replace the customer’s own independent review or professional assessment.

b.To the extent that and as long as AI tools are based on third-party services, their use is subject to the respective terms of use of those third parties. The customer is obligated to comply with these terms of use to the extent that they apply to the customer. GeSi Software GmbH is not a contractual partner of the customer in this regard and is not liable for the performance obligations of the respective third-party provider.

c.GeSi Software GmbH is solely responsible for the technical provision of the AI tools to the extent agreed upon in the contract. With regard to the content and results generated using these functions, GeSi Software GmbH does not guarantee any specific outcome, nor does it guarantee any specific legal, factual, or substantive accuracy, completeness, or suitability for any purpose pursued by the customer. GeSi Software GmbH is not obligated to review or evaluate the generated content. Responsibility for reviewing, evaluating, and using the generated content lies solely with the customer.

15.With regard to the intended use of the AI tools employed by GeSi Software GmbH and any restrictions on their use, the following applies:

a.The third-party AI tools provided by GeSi Software GmbH, including the AI components contained therein, are intended solely for general commercial purposes. They are not intended for use in high-risk areas as defined by Regulation (EU) 2024/1689 (“AI Regulation”).

b.Use, in particular, in safety-critical infrastructure, in the healthcare sector, in the assessment of individuals, or in other high-risk areas regulated by the AI Regulation is expressly prohibited, unless a special written agreement with GeSi Software GmbH is in place.

c.The customer is prohibited from using the software in prohibited areas of application as defined in Article 5 of the AI Regulation.

d.The customer agrees to indemnify GeSi Software GmbH against all claims by third parties arising from the use of the software in a manner not in accordance with the contract in high-risk areas or prohibited fields of application. This also includes reasonable legal defense costs.

16.GeSi Software GmbH reserves the right to expand services and make improvements if such actions serve the cause of technical progress, appear necessary to prevent misuse, or if GeSi Software GmbH is required to do so by law. In the case described in the first sentence, the customer has no claim to a specific quality of the software or its functionalities. GeSi Software GmbH may make changes to the software and its functionalities or provide updates at any time without notifying the customer. GeSi Software GmbH shall rectify all software errors in accordance with these provisions within a reasonable timeframe, to the extent technically feasible.

17.The place of performance is generally the registered office of GeSi Software GmbH or the customer’s registered office, unless otherwise specified in the individual agreement or determined by the nature of the work.

§ 3 Payments, default of payment

1.The amount of compensation and the billing method are determined by the respective contractual agreement or by these terms and conditions.

2.Recurring fees (e.g., SaaS fees, maintenance fees) are payable annually in advance, unless otherwise agreed.

3.Invoices are due for payment immediately upon receipt, unless otherwise agreed upon in individual cases. Invoices are due for payment without deduction within the time period specified on the invoice.

4.Objections to invoices must be submitted in writing within four weeks of receipt. If no objection is raised within this period, the invoices shall be deemed approved by the customer. The customer’s statutory rights in the event of a justified complaint remain unaffected.

5.The customer shall be deemed to be in default without further notice from GeSi Software GmbH if the customer fails to pay within 30 days after the due date and receipt of an invoice or equivalent payment statement.

6.If the customer is one month in arrears and fails to meet its obligations despite a reminder, GeSi Software GmbH is entitled to withhold further services, temporarily suspend ongoing services (including SaaS access and maintenance services), and place the respective contractual relationship on hold. Reference is made to Section 6(3)(b).

7.In the event of early termination of the contract, the customer shall compensate GeSi Software GmbH for the services already rendered up to the effective date of termination in accordance with the contractual provisions.

8.GeSi Software GmbH is entitled to adjust the contractually agreed prices/ fees by 2% as of the next payment period, compared to the prices/fees applicable in the immediately preceding payment period, to offset general annual increases in costs and prices, particularly in the areas of personnel, material, and administrative costs.

§ 4 Customer’s Obligations to Cooperate

1.The parties shall cooperate in a spirit of trust. If one party to the contract becomes aware that information or requirements—whether its own or those of the other party—are incorrect, incomplete, ambiguous, or unfeasible, it shall immediately notify the other party of this fact and of the consequences it can foresee. The parties will then seek a solution that is equitable to both parties and strive to reach such a solution, if necessary in accordance with the provisions governing changes to services. The customer’s obligations to cooperate generally arise from the respective offer and these terms and conditions. The list of these obligations is not exhaustive. In particular, the customer shall provide the following services free of charge:

a.The customer is obligated to provide complete and accurate information upon conclusion of the contract and to report any changes immediately.

b.The customer shall provide GeSi Software GmbH in a timely manner with all information, documents, data, content, process descriptions, access authorizations, and user data necessary for the provision of services, in a complete and appropriate form.

c.The customer shall ensure that, during the term of the contract, knowledgeable contacts are available who can provide information and make necessary decisions in a timely manner.

d.The customer is obligated to verify the legal admissibility of the commissioned services on its own. This applies in particular to any potential violation of the services of competition law, copyright law, trademark law, data protection law, or other legal provisions, provided that GeSi Software GmbH is not aware of such violations or is not grossly negligent in its lack of knowledge thereof.

e.If the customer provides GeSi Software GmbH with data, content, text, images, or other materials, the customer must ensure that these do not infringe on the rights of third parties and do not violate any legal provisions. The customer hereby indemnifies GeSi Software GmbH against any and all claims by third parties in this regard.

f.He shall ensure that any services for which third parties are responsible—which may affect or are related to the services provided by GeSi Software GmbH—are performed on time and to the required quality standards, and that all necessary information and results are made available to GeSi Software GmbH in a timely manner.

g.When using software as a SaaS solution or other online services provided by GeSi Software GmbH, the following provisions apply in addition:

i.The customer is obligated to keep login credentials and passwords confidential, protect them from access by unauthorized third parties, and immediately notify GeSi Software GmbH in the event of loss or suspected misuse. In such cases, GeSi Software GmbH is entitled to block access and provide new login credentials.

ii.The customer may only store or make available for retrieval on the provided servers content whose provision, publication, or use does not violate any legal provisions and does not infringe upon the rights of third parties. Extremist (particularly right-wing extremist), pornographic, or other prohibited content may not be made accessible either directly or indirectly (e.g., through links).

iii.The customer shall not use any programs, scripts, or other technical mechanisms that could impair the proper operation or security of GeSi Software GmbH’s systems. In particular, the customer shall refrain from using ticker, adware, or other tools that perform high-frequency queries, from sending spam emails, and from using crawlers, web agents, or similar software, to the extent that such use is inconsistent with normal, contractually agreed-upon use.

iv.Unless the respective contract expressly stipulates that GeSi Software GmbH is responsible for data backup, the customer is obligated to back up their data and settings at appropriate intervals in accordance with industry standards. Before entering or transmitting data, the customer shall check it for viruses and other malicious components and use state-of-the-art protection software for this purpose.

v.In the event that services provided by GeSi Software GmbH are used by unauthorized third parties using the customer’s login credentials, the customer shall be liable for any resulting fees under civil liability until receipt of the customer’s request to change the login credentials or notification of loss or theft, provided that the customer is at fault for the unauthorized third party’s access.

h.To the extent that the customer uses the automated email sending function as defined in § 2, paragraph 10, the customer is obligated to ensure that the recipient data stored in the system is complete, accurate, and up-to-date. GeSi Software GmbH does not verify the contact information entered.

2.If the customer fails to fulfill its obligation to cooperate, or fulfills it only partially or improperly, GeSi Software GmbH is entitled to charge additional fees for the resulting extra work at the agreed-upon or customary hourly rates. Any deadlines shall be extended by the period during which GeSi Software GmbH is prevented from providing the services due to improper cooperation.

3.If the customer fails to fulfill its obligations to cooperate despite being given a reasonable deadline, GeSi Software GmbH is entitled to terminate the contract for good cause and to demand payment of the fees accrued up to that point. Any further claims for damages remain unaffected.

4.If third parties assert claims against GeSi Software GmbH pursuant to the preceding sections, GeSi Software GmbH shall notify the customer thereof without delay. The customer agrees to indemnify GeSi Software GmbH against any liability to third parties, to assist GeSi Software GmbH in its legal defense, and to bear the costs of a reasonable legal defense, provided that GeSi Software GmbH is not at fault.

§ 5 Rights of Use

1.The scope of use of GeSi Software GmbH’s products is determined by the respective contract, the underlying offer, and these terms and conditions.

2.Notwithstanding the special provisions set forth in Section B for certain products and licensing models, the customer is not authorized to use the software provided by GeSi Software GmbH:

a.to reproduce, edit, modify, translate, decompile, disassemble, or otherwise alter or reverse engineer the software beyond the scope agreed upon in the contract,

b.remove, circumvent, or interfere with the functioning of technical protection measures, license control mechanisms, copyright notices, or other legal and proprietary notices,

c.to use the service beyond the agreed-upon number of users, instances, devices, or installations, or beyond the agreed-upon type of use, in particular by exceeding the contractually agreed-upon number of users or systems, or by unauthorized multiple use of user accounts,

d.to transfer, rent, lease, or otherwise make available to third parties for use, whether for a fee or free of charge, unless expressly agreed otherwise in the respective contract or in Section B (in particular with regard to the resale of on-premises standard software).

3.The customer’s mandatory statutory rights, in particular under Sections 69d and 69e of the German Copyright Act (UrhG), remain unaffected.

4.To the extent that Section B contains more extensive or differing provisions regarding rights of use and license restrictions for certain products (in particular, standard software, network licenses, or SaaS solutions), these special provisions shall take precedence over the provisions of this § 5.

5.GeSi Software GmbH is entitled to freely use any developments and know-how arising from the orders/further developments in connection with other orders and to exploit them at its discretion.

§ 6 Term, Termination

1.Unless otherwise specified, contracts for continuing obligations are concluded for a term of 24 months and are automatically extended for additional 12-month periods unless terminated in writing by either party at least 3 months prior to the end of the contract term or the respective extension period.

2.Contracts with automatic termination do not require notice and end automatically upon reaching the end of the term.

3.The right to terminate the contract for good cause remains unaffected by this provision. Good cause exists, in particular, if

a.the customer permanently suspends payment or announces that they will do so,

b.the customer, as defined in Section A, § 3 of these Terms and Conditions, is in default of payment of the invoice, and the default already spans two consecutive payment due dates,

c.the customer has filed a petition to open insolvency proceedings,

d.the customer fails to fulfill a duty of cooperation under these Terms and Conditions in a timely manner.

4.If the contract is terminated before the end of a billing period that has already been paid for in advance, the overpaid amount will be refunded to the customer on a pro-rata basis, calculated from the effective date of termination, within 14 days after the contract ends. This does not apply if the service to be provided has already been rendered in full.

§ 7 Warranty, Liability

1.The customer assumes unlimited liability for all damages incurred by GeSi Software GmbH as a result of the customer’s failure to fulfill, or failure to fully and/or correctly fulfill, its obligation to cooperate under these terms and conditions. However, the customer may provide evidence to the contrary that the failure to fulfill, or the incomplete and/or incorrect fulfillment of, the obligation to cooperate in each instance was not the cause of the damage.

2.The customer is specifically liable to ensure that the software and its functionalities are not used for purposes that are unlawful or violate official regulations or requirements, and that no such data is created and/or stored on the server or locally.

3.GeSi Software GmbH provides its services in accordance with the current state of the art. In providing its services, GeSi Software GmbH is obligated to exercise the standard of care customary in the industry. When determining whether GeSi Software GmbH is at fault, it must be taken into account that software cannot be created without technical errors and that creative and/or technology-based services cannot be provided without errors. Technical data, specifications, and performance claims in public statements—particularly in advertising materials—do not constitute representations of quality or warranted characteristics. The functionality of the respective service is governed by the description in the user documentation or the offer, as well as by any supplementary agreements made in writing.

4.GeSi Software GmbH’s liability for defects in the free services is limited to cases in which GeSi Software GmbH fraudulently conceals a defect from the customer. With regard to free services, the customer has no right to demand that GeSi Software GmbH remedy any defects. Likewise, GeSi Software GmbH’s liability for legal defects is limited to cases in which GeSi Software GmbH fraudulently conceals a legal defect related to the free services from the customer.

5.GeSi Software GmbH shall not be liable for the loss of data and/or programs to the extent that the damage results from the customer’s failure to perform regular data backups at intervals customary in the industry, and thereby ensure that lost data can be restored with reasonable effort, provided that the respective data backup is not part of GeSi Software GmbH’s primary contractual obligations.

6.GeSi Software GmbH shall not be liable for any violation of statutory provisions and/or third-party rights with respect to graphics, texts, images, photos, and files that are provided by the customer for the services to be rendered or that are published by GeSi Software GmbH on the customer’s behalf.

7.Liability for defects is excluded for defects caused by external factors beyond the control of GeSi Software GmbH or by the customer’s improper use. Liability is also excluded if the customer or a third party makes changes and/or additions to the services provided by GeSi Software GmbH without express written authorization. However, the customer may provide evidence to the contrary that the respective change and/or addition was not the cause of the defect.

8.The customer must report defects immediately. The report may initially be made verbally, but must be submitted in writing no later than the third business day. A defect report may only be submitted by a qualified person and must meet the following requirements:

a.A detailed description of the problem (error and expected behavior),

b.Screenshot of the error message,

c.a description of how the error can be reproduced, and

d.Designation of a knowledgeable contact person for the issue.

9.Under the statutory warranty, to the extent that one exists, the customer shall, before asserting claims for subsequent performance, examine with due care whether a defect subject to subsequent performance actually exists. If an alleged defect is not subject to the obligation to remedy (apparent defect) or if GeSi Software GmbH incurs additional expenses due to an insufficiently specific error report, the customer may be charged for the services provided by GeSi Software GmbH for verification and error correction at GeSi Software GmbH’s then-current rates plus any expenses incurred, unless the customer could not have identified the apparent defect even with the exercise of due diligence.

10.The customer shall assist GeSi Software GmbH in identifying and rectifying the defect and shall immediately provide access to any necessary information that clarifies the specific circumstances surrounding the occurrence of the defect.

11.GeSi Software GmbH may also remedy defects by providing the customer with instructions by telephone, in writing, or electronically.

12.As long as the customer has not yet paid the full amount due under the respective contract and has no legitimate interest in withholding the outstanding payment, GeSi Software GmbH is entitled to refuse to provide subsequent performance.

13.GeSi Software GmbH is entitled to make at least three attempts at subsequent performance within a reasonable period of time. The failure of a third attempt at rectification does not necessarily mean that the rectification has ultimately failed. Rather, GeSi Software GmbH is entitled to make further attempts at rectification within the specified time limits or in light of the circumstances of the individual case.

14.GeSi Software GmbH shall be liable without limitation for damages caused by willful misconduct or gross negligence, in cases of fraudulent concealment of defects, in cases where a warranty of quality has been assumed, for claims under the Product Liability Act, and for injury to life, limb, or health.

15.GeSi Software GmbH shall be liable for other damages only to the extent that it has breached an obligation whose fulfillment is of particular importance for achieving the purpose of the contract (cardinal obligation).

16.In cases of slight negligence, liability is limited in amount to the foreseeable damage that would typically be expected to occur.

17.The customer is not permitted to perform the work themselves.

18.The place of performance for subsequent performance is the registered office of GeSi Software GmbH.

19.The foregoing liability provisions also apply to the vicarious agents of GeSi Software GmbH.

20.Otherwise, liability is excluded.

§ 8 Confidentiality

1.Both parties shall treat the other party’s confidential information as strictly confidential, use it solely for the purpose of performing this Agreement, and make it available only to those employees or consultants who need it for that purpose and are bound by a confidentiality obligation. Disclosure to any other third party requires the prior consent of the disclosing party. The parties shall take appropriate technical and organizational measures to protect the information.

2.Confidential information includes all business, technical, or other information not generally known to the public that is disclosed in connection with this Agreement and in which there is a legitimate interest in maintaining confidentiality, in particular trade and business secrets, technical and economic information, programming algorithms, databases, technical documentation, software designs, IT infrastructure data, other IT solutions, customer and contract data, and the content of this Agreement.

3.Non-confidential information is information that (i) is generally known or publicly available at the time of disclosure without any breach of contract, (ii) was already lawfully known to the receiving party, (iii) was lawfully disclosed by a third party not bound by any duty of confidentiality, (iv) was independently developed by the receiving party without using any confidential information, or (v) is required to be disclosed by law, a final court decision, or an official order. In the latter case, the receiving party shall notify the disclosing party thereof, to the extent permitted by law.

4.The confidentiality obligation shall remain in effect for the duration of the contract and for two years thereafter.

5.Upon termination of the Agreement, the receiving party shall, upon request, return confidential information or securely destroy it in a verifiable manner, provided that no statutory retention requirements preclude such action.

§ 9 Data Protection

GeSi Software GmbH processes the personal data of the Customer and its users exclusively for the purpose of fulfilling the contractual relationship and in accordance with legal requirements, in particular the GDPR. Details regarding data processing are set forth in GeSi Software GmbH’s Privacy Policy at and , which the Customer confirms having read upon conclusion of the contract. To the extent that the customer processes personal data of third parties in connection with the use of the software, the customer is solely responsible for such processing under data protection law. The necessary provisions regarding data processing are set forth in a separate Data Processing Agreement (DPA), which will be provided upon request.

§ 10 Force Majeure

GeSi Software GmbH is exempt from its obligation to perform in cases of force majeure. Force majeure includes all unforeseen events as well as events whose impact on the performance of the contract is beyond the control of either party. Such events include, in particular, pandemics, epidemics, lawful labor disputes—including those at third-party companies—and government measures.

§ 11 Final Provisions

1.These General Terms and Conditions and the respective contract are governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2.If the parties are registered merchants, the city where GeSi Software GmbH has its registered office shall be the agreed place of jurisdiction for all disputes arising out of or in connection with this contract.

3.The customer is entitled to set-off only if the customer’s counterclaims have been legally established, are undisputed, or have been acknowledged by GeSi Software GmbH.

4.Appendix 1 is an integral part of these Terms and Conditions:

Appendix 1: List of categories of transferable and non-transferable data pursuant to Section B II, § 5(9) of these Terms and Conditions.

5.Should one or more provisions of these Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions.

B. Special Terms and Conditions

I. Sale of Software

§ 1 Subject Matter of the Contract; Performance of the Purchase Agreement

1.The subject matter of this purchase model is the permanent license, for a fee, of standard software from GeSi Software GmbH in the version specified in the respective offer, for installation and use on the customer’s IT infrastructure (“On-Premise Software”). In addition, a separate support, maintenance, or update agreement may be entered into. There is no entitlement to receive the software on a physical data carrier.

2.The contract for the purchase of on-premises software is concluded in accordance with Section A, § 2, specifically through acceptance of an offer submitted in writing or through the signing of an additional support/maintenance agreement that includes the licensing of the on-premises software.

3.After the contract is concluded, GeSi Software GmbH shall make the purchased on-premises software available to the customer exclusively in electronic form, in particular by

a.Making the content available in a download center and providing the necessary access credentials, or

b.Sending a download link and/or the required license keys via email.

4.GeSi Software GmbH’s obligation to provide the on-premises software is deemed fulfilled as soon as the software is available for download for the first time and/or the license keys have been sent to the customer. The customer is responsible for ensuring that its system environment and Internet connection meet the requirements specified in the service description.

5.Unless otherwise agreed, the customer is responsible for installing and configuring the software. GeSi Software GmbH may offer installation, migration, training, and consulting services separately; these are generally service contracts and are subject to the provisions of the General Provisions of these Terms and Conditions.

§ 2 Scope of use of the standard software

1.Upon full payment of the agreed-upon purchase price, the customer shall receive the non-exclusive, geographically unrestricted right to use the purchased standard software to the extent agreed upon in the contract and within the framework of the licensing model specified in the offer (in particular, concurrent-user licenses).

2.The customer is entitled to use the software indefinitely in the latest version provided to them by GeSi Software GmbH.

3.Unless the customer has entered into a separate agreement to that effect (e.g., an update agreement), the customer is not entitled to receive future versions, updates, upgrades, patches, or other enhancements to the software.

4.Each concurrent-user license authorizes one concurrent user to use the software at the same time. The number of licenses listed in the offer indicates the permitted number of concurrent users.

5.The customer may install and operate the software on its IT infrastructure in accordance with the contractually agreed-upon licensing model. Multiple installations on servers, workstations, and in virtualized environments are permitted, provided that the database itself is operated on only a single instance. Necessary reproductions within the meaning of Section 69d of the German Copyright Act (UrhG) (in particular, installation and loading into RAM) are permitted.

6.If the customer has purchased a single-user license, it may only be installed locally on one computer.

7.The customer may also create a backup copy of the software. The backup copy must be labeled as such and may be used only for backup purposes.

8.Beyond the actions permitted in paragraphs 5 and 6, the customer may not make any further copies.

9.The use of the standard software in virtualized environments (e.g., desktop virtualization, local virtual machines) is permitted within the scope of the number of licenses purchased, provided that it is ensured that the total number of instances of the standard software used simultaneously does not exceed the contractually agreed number of licenses.

10.Any transfer, lease, leasing, temporary transfer for use (e.g., as Application Service Providing or “Software as a Service”), or any other transfer of the standard software to third parties, whether for a fee or free of charge, is not permitted without the prior express consent of GeSi Software GmbH. This does not apply to the permanent resale of the standard software to a third party in accordance with paragraph 11.

11.If the software is resold, it must be ensured that all copies of the software on storage media that remain with the customer are completely and permanently deleted. This also applies to any backup copies made.

§ 3 Scope of use of the network licenses

1.The scope of use for network licenses is determined by the agreement concluded between the parties and the underlying offer.

2.In general, the customer is granted the non-transferable and non-exclusive right to use the network license agreed upon in the contract for an indefinite period.

3.The customer is responsible for installing the software on the server and workstations. The customer is authorized to install the software on as many workstations as desired within their local network.

4.The number of users who may simultaneously access and use the software is limited to the number of network licenses purchased by the customer, unless otherwise agreed upon in individual cases. The software may be technically designed to allow only the licensed number of simultaneous accesses. The customer may not circumvent or interfere with technical protection mechanisms for license control.

5.Transferring, renting, leasing, temporarily granting use of, or otherwise providing access to the network license to third parties—whether for a fee or free of charge—is not permitted without the prior express consent of GeSi Software GmbH.

6.No further rights—in particular, the right to modify, make publicly available, distribute, or otherwise exploit the software within or outside a network—are granted to the customer, unless otherwise provided by mandatory statutory provisions (in particular Sections 69d and 69e of the German Copyright Act (UrhG)).

§ 4 Warranty and liability

1.GeSi Software GmbH warrants that its software products are free from material defects and defects of title. GeSi Software GmbH is generally liable for defects in the goods in accordance with the statutory provisions of sales law (Sections 434 et seq. of the German Civil Code (BGB)).

2.The warranty period for rights under Section 437 of the German Civil Code (BGB) for new and used items is one year from the start of the statutory limitation period.

3.In the event of a defect, GeSi Software GmbH initially has the obligation and the right to remedy the defect. GeSi Software GmbH shall, in any case, have the right to choose between remedying the defect and making a new delivery. The remedy shall not be deemed to have failed until after an unsuccessful third attempt. The statutory cases in which setting a deadline is not required remain unaffected.

4.If GeSi Software GmbH delivers a defect-free item for the purpose of subsequent performance, it may demand that the customer return the defective item in accordance with §§ 346–348 of the German Civil Code (BGB).

5.The provisions in Section A, § 7 (Warranty, Liability) of these Terms and Conditions apply accordingly.

6.In all other respects, the statutory provisions apply.

II. SaaS Services and Hosting

§ 1 Subject Matter of the Contract, Scope of Services

1.GeSi Software GmbH shall make the agreed-upon software, in its current version, available to the customer via the Internet for a fee for the duration of the respective contract. For this purpose, GeSi Software GmbH shall set up the software on a server that is accessible to the customer via the Internet.

2.The current scope of the software’s functionality is specified in the respective offer.

3.GeSi Software GmbH shall, to the extent technically feasible and within a reasonable timeframe, rectify all software errors in accordance with these provisions.

4.In the case of SaaS, GeSi Software GmbH continuously develops the software and will improve it through ongoing updates and upgrades at its sole discretion.

5.Support beyond the obligations set forth in this contract is not required, unless otherwise agreed upon.

§ 2 Rights of Use

1.To the extent that the customer purchases a term-based license (recurring service) for the SaaS solution, GeSi Software GmbH grants the customer, upon payment of the applicable fee (subscription fee), a non-exclusive, non-transferable, and non-sublicensable right to use the SaaS solution for the duration of the respective contract term, in accordance with the contractually agreed and intended use.

2.Unless otherwise specified in the offer, the rights to use the SaaS solution are granted as concurrent-user licenses (simultaneous users). Access is provided via personalized user accounts, each of which is assigned to a specific individual. The use of a single user account by multiple individuals, as well as the simultaneous use of a user account by more than one person, is prohibited.

3.The customer is not authorized to grant third parties (in particular its own customers, affiliated companies, external service providers, or other third parties) access to the SaaS solution or to share user accounts, unless this is expressly agreed upon in the contract. The Customer is responsible for all actions taken using the login credentials for its user accounts.

4.In the event that works subject to copyright are uploaded, the customer grants GeSi Software GmbH a non-exclusive right of use, limited in scope, duration, and content, for the intended use within the SaaS solution.

5.If the customer uses the SaaS solution beyond the agreed scope or violates these Terms of Use, the provider is entitled to bill the customer retroactively for the excess usage in accordance with the currently valid price list and—in the event of significant or repeated violations – to temporarily suspend access or terminate the contract for good cause. Further claims, in particular for injunctive relief and damages, remain unaffected.

§ 3 Customer’s Obligations to Cooperate

1.The obligations to cooperate set forth in Section A, § 4 apply to the use of SaaS services; in particular, the obligations regarding the use of SaaS solutions and other online services specified in paragraph 1(g) apply.

2.Additional obligations to cooperate beyond those set forth in Section A, § 4 may arise from the respective offer.

§ 4 Warranty, Liability

1.GeSi Software GmbH guarantees an average annual server uptime of 98.5%. GeSi Software GmbH shall not be liable for any claims arising from the temporary unavailability of the software, particularly due to maintenance work, provided that the downtime does not exceed a total of 1.5% of a year per calendar year and, in the case of longer outages, there is no intent or gross negligence. No refunds will be issued for service outages caused by disruptions beyond the control of GeSi Software GmbH. Measures taken to identify and resolve malfunctions will only result in a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons.

2.Rectification shall be carried out, at the discretion of GeSi Software GmbH, by remedying the defect, delivering a program or other item that is free of the defect, or identifying ways to avoid the effects of the defect.

3.The customer’s right to terminate the contract due to failure to provide the goods for use pursuant to Section 543(2), sentence 1, no. 1 of the German Civil Code is excluded, unless the repair or replacement is deemed to have failed.

4.GeSi Software GmbH’s strict liability for damages arising from defects that already existed at the time the contract was concluded is excluded.

5.The provisions in Section A, § 7 (Warranty, Liability) of these Terms and Conditions apply accordingly.

6.In all other respects, the statutory provisions apply.

§ 5 Changing Providers, Data Portability

1.The customer is entitled, at any time and regardless of any agreed minimum contract term, to switch to another provider that offers the same type of service or to request the transfer of all exportable data and other elements—including applications for which the customer has a right of use (“digital assets”) to the ICT infrastructure located on the customer’s own premises. The following must be observed in this regard:

a.A service of the same type is deemed to exist if the service has the same primary purpose and the same service model for data processing, and performs the same primary functions as the service provided by GeSi Software GmbH. The relevant type of service offered by GeSi Software GmbH in this context is governed by these terms and conditions as well as the service descriptions in the offer and/or the contract concluded between the parties.

b.Exportable data refers to data entered by the customer while using the service or resulting from such use, including associated metadata, that can be extracted from the service. This does not include data that serves exclusively the internal functioning of the service, protected content of third parties or the provider (e.g., proprietary structures, algorithms, licenses, or trade secrets), including any results, models, or output data whose disclosure would allow inferences to be drawn about the functionality, logic, or algorithmic procedures used by GeSi Software GmbH, unless their transfer is absolutely necessary for the customer’s continued use of the service. A list of exportable and non-exportable data can be found in Appendix 1 to these Terms and Conditions, in accordance with Section 9.

2.The customer shall notify GeSi Software GmbH of the intention to switch providers two months prior to the switch (notice period). The other termination provisions for the respective contract remain unaffected by this provision.

3.The transition period for transferring the data to another provider or to the customer’s own on-premises ICT infrastructure shall not exceed 30 calendar days from the expiration of the notice period specified in paragraph 2 (transition period).

4.If the transition period is not technically feasible, GeSi Software GmbH shall notify the customer within 14 business days of the request for the change and provide a justification for the technical infeasibility. GeSi Software GmbH shall specify an alternative transition period, which may not exceed seven months.

5.The customer is entitled to extend the transition period once by a period that the customer deems appropriate for its own purposes. The respective contract shall continue unchanged during the transition period.

6.If the change of provider occurs before the expiration of the regular agreed-upon contract term and results in the early termination of the respective contract, the customer must pay GeSi Software GmbH compensation in the amount of the outstanding fees for the remaining term of the contract.

7.GeSi Software GmbH will support the customer’s exit strategy relevant to the contractually agreed-upon services or performance obligations, in particular by providing the relevant information for this purpose.

8.During the transition period, GeSi Software GmbH supports the customer by

a.provide the Customer and third parties authorized by the Customer with reasonable support in implementing the transition, to the extent that this is reasonable for GeSi Software GmbH and technically feasible, particularly based on the existing interfaces,

b.acts with due care to maintain business continuity and continue providing the services specified in the contract,

c.informs the customer of any known risks to the uninterrupted provision of the services,

d.ensures a high level of security during the transition, particularly with regard to data transmission and during data access within the retrieval period specified in paragraph 10.

9.GeSi Software GmbH provides the customer with the following information:

a.a list of all categories of data and digital assets that may be transferred during the migration process, including all exportable data (Appendix 1 to these Terms).

b.A list of the categories of data that are specific to the internal operations of GeSi Software GmbH’s service and that are excluded from the data eligible for export under paragraph 9(a), as there is a risk of a breach of GeSi Software GmbH’s trade secrets (Appendix 1). However, this applies only if such exclusions do not hinder or delay the switch to a different provider.

10.After the transition period ends, the customer will have 30 calendar days to access their data (“access period”). During the access period, the security level specified in paragraph 8(d) will remain in effect.

11.The customer must notify GeSi Software GmbH within the notice period specified in paragraph 2—at the latest by the end of that period—whether it

a.switches to another provider; in this case, the customer must provide the necessary information regarding the new provider;

b.transitions to an ICT infrastructure on its own premises, or

c.requests the deletion of his exportable data.

12.With respect to the exportable data, the contract is deemed terminated as soon as the transfer is successfully completed or upon expiration of the notice period, provided that the customer requests the deletion of their data instead. GeSi Software GmbH will notify the customer separately of the termination of the contract.

13.GeSi Software GmbH will delete all exportable data and digital assets that were generated directly by the customer or relate directly to the customer after the expiration of the access period or after the expiration of an agreed-upon alternative period, provided that the migration has been successfully completed and provided that no statutory retention requirements preclude such deletion. Upon request, GeSi Software GmbH will confirm the deletion to the customer in writing.

14.The costs for any transfer fees are governed as follows:

a.Until January 12, 2027, GeSi Software GmbH may charge reduced fees for implementing the transition, which shall correspond exclusively to the directly attributable, verifiable costs.

b.Starting January 12, 2027, no fees will be charged for processing the change.

c.Additional services that go beyond the statutory minimum requirements (e.g., expedited migration, conversions to special formats, project-specific support) must be ordered separately and will be billed according to the applicable rates.

III. Maintenance and Support

§ 1 Subject Matter of the Contract

1.The contract for maintenance and/or support becomes effective upon the customer’s written acceptance of the offer or upon signature by both contracting parties. The term and termination are governed by Section A, § 6 (Term, Termination) of these Terms and Conditions.

2.The amount of compensation and the method of payment are determined by the respective contract or offer.

§ 2 Scope of Services

1.In connection with the provision of maintenance and support services, GeSi Software GmbH acts solely in an advisory capacity, and no specific outcome can be guaranteed. In this case, GeSi Software GmbH is not obligated to achieve the outcome or meet the customer’s objectives as set forth in the commissioned services.

2.The maintenance and support services to be provided by GeSi Software GmbH to the customer are governed by the underlying offer, the contractual agreement (if applicable), and these terms and conditions.

3.Maintenance and support services provided by GeSi Software GmbH are generally performed via remote support by email, video call/chat, or telephone. Support beyond the obligations set forth in these terms and conditions is not required, unless otherwise agreed upon.

4.Program components are delivered by sending a download link, providing a personalized direct link, or through any other standard industry practice.

5.Services related to software in the event of a malfunction or error will be provided only for the most recent version of the product made available by GeSi Software GmbH. In the case of on-premises software, the customer is responsible for purchasing the software and installing the necessary updates.

6.To the extent required by the contract, GeSi Software GmbH will continue to provide product updates to customers throughout the year, at intervals determined by GeSi Software GmbH in its reasonable discretion, so that customers may benefit from general bug fixes or further product enhancements.

7.Unless otherwise agreed, the installation of updates is the responsibility of the customer and may be supported in consultation with GeSi Software GmbH as part of (paid) support services. Product updates do not grant the customer the right to use licensed features for which the customer has not obtained a license.

8.GeSi Software GmbH is under no obligation to adapt any software and/or other services to changing legal or other regulatory requirements, nor to adapt them to any changes made to the software, in particular by third parties.

9.Any occurrences or events that take place after the completion of work steps or the project itself do not oblige GeSi Software GmbH to update the findings already developed or to revise the information provided to the customer.

10.GeSi Software GmbH shall not provide any services beyond the core scope of the respective offer or maintenance contract (if applicable). In particular, GeSi Software GmbH is not obligated to:

a.Guidance and advice regarding changes to the software that are not covered by the services provided under the maintenance contract, in particular adaptations to new products and services, changes in the customer’s business processes, or other changes or legal updates;

b.Consulting regarding a possible adaptation of the software to a change in the customer’s hardware and/or software environment, including new program versions or the implementation thereof;

c.Consulting on changes to technical conditions (system updates, platform updates, etc.);

d.Other modifications, consulting services, additions, and enhancements to the software, unless expressly agreed upon;

e.Training and other departmental support and consulting services.

§ 3 Support Requests, Service Hours

1.The customer must submit support requests by phone at 0931 / 4653300 or by email to support@gesi.de.

2.GeSi Software GmbH will provide any support services during the following service hours: Monday through Friday, from 9 a.m. to 4 p.m. The aforementioned service hours do not apply on local or national holidays.

3.For the purposes of these provisions, “service hours” are defined as the times during which GeSi Software GmbH guarantees availability for reporting issues. During these hours, GeSi Software GmbH is only obligated to record the issue reported, but not to address it immediately.

Appendix 1: Exportable and non-exportable data

This annex describes which data can be exported from the software and which data cannot be exported.

Exportable data

In particular, the following data can be exported:

imported safety data sheets
created hazardous substances
hazardous substances register, including the created operational structure
list of suppliers
created risk assessments
created operating instructions

Non-exportable data

In particular, the following data cannot be exported:

raw data, e.g. substance names, limit values and legal classifications
detailed change history