Terms of Service

General Terms and Conditions with Customer Information & Annex: Provider Switching Rules

Table of Contents

A. General Terms and Conditions with Customer Information

1. Scope
2. Services of the Provider
3. Changes to Services
4. Conclusion of Contract
5. Right of Withdrawal
6. Grant of Usage Rights by the Provider
7. Grant of Usage Rights by the Customer
8. Obligations of the Customer
9. Moderation and Restriction of Content
10. Remuneration and Payment Terms
11. Contract Duration and Termination
12. Provider Switching
13. Defect Liability
14. Liability
15. Indemnification
16. Confidentiality
17. Amendment of the GTC
18. Applicable Law, Place of Jurisdiction
19. Alternative Dispute Resolution

B. Annex: Provider Switching Rules

1. Scope
2. Definitions
3. Pre-contractual Information
4. Switching and Exit Plan
5. Initiation of the Switching Process
6. Transition Period
7. Obligations of the Provider During the Switching Process
8. Obligations of the Customer
9. Data Recovery and Deletion
10. Remuneration for the Switching Process and Exit Fees
11. Completion of the Switching Process
12. Termination of Contract

A. General Terms and Conditions with Customer Information

1) Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of Andrey Gershengoren, acting under "Andrey Gershengoren Software-Entwicklung" (hereinafter "Provider"), apply to all contracts for the provision of Software-as-a-Service (hereinafter "SaaS") services, which a consumer or entrepreneur (hereinafter "Customer") concludes with the Provider with regard to the services described by the Provider on its website. The subject matter of the contract is the provision of software (hereinafter "Software") in digital form via the internet on a paid basis, limited to the duration of the contract, as well as the provision of storage space on the Provider's servers. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.4 The software may contain links to third-party services. These GTC do not apply to such services that are provided not by the Provider but by a third party. This also applies if the services are provided free of charge and/or if registration with the Provider is required for their use. For these services, exclusively the GTC used by the third party or the statutory provisions in the relationship between the Customer and the third party apply. The Provider merely provides the technical access to these services.

2) Services of the Provider

2.1 The Provider makes software available to the Customer in digital form via the internet for the duration of the agreed contract term. To this end, the Provider enables the Customer to access the software, which remains on the Provider's server. The scope of functions and the technical specifications of the software are described in more detail in the service description on the Provider's website. The Provider is only obliged to provide the software with the functionalities defined in more detail in the service description. In particular, the Provider is not obliged to establish and maintain the data connection between the Customer's IT system and the Provider's server.

2.2 The software is updated by the Provider at irregular intervals. Accordingly, the Customer only receives a right of use to the software in its current version. The Customer, on the other hand, has no right to bring about a specific state of the software.

2.3 The Provider makes a limited amount of storage space on its servers available to the Customer for using the software. The scope of the storage space is described in more detail in the service description on the Provider's website.

2.4 The Provider's services are offered subject to availability. Availability of 100 percent is technically not achievable and therefore cannot be guaranteed to the Customer by the Provider. However, the Provider endeavours to keep the service as consistently available as possible. In particular, maintenance, security or capacity concerns as well as events beyond the Provider's control (disruptions to public communications networks, power outages, etc.) may lead to disruptions or temporary shutdowns of the service.

2.5 The Provider takes technical measures for data backup in accordance with the state of the art. However, the Provider is not subject to any duty of safekeeping or custody. The Customer is responsible for adequate data backup.

2.6 The Provider makes an operating manual available to the Customer in electronic form.

2.7 The Provider offers additional support services. The content and scope of the support services are set out in the service description on the Provider's website.

3) Changes to Services

3.1 The Provider reserves the right to change the services offered or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider furthermore reserves the right to change the services offered or to offer different services,

• to the extent that it is obliged to do so due to a change in the legal situation;
• to the extent that it complies thereby with a court judgment or official decision directed against it;
• to the extent that the respective change is necessary to close existing security vulnerabilities;
• if the change is solely beneficial for the Customer; or
• if the change is purely technical or procedural in nature without any material impact on the Customer.

3.3 Changes with only an immaterial influence on the Provider's services do not constitute changes to services within the meaning of this clause. This applies in particular to changes of a purely graphical nature and the mere change in the arrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but serve for the Customer to submit a binding offer.

4.2 The Customer may submit the offer via the online order form provided on the Provider's website. After entering their personal data, the Customer submits a legally binding contractual offer in relation to the selected services by clicking the button that completes the ordering process.

4.3 The Provider may accept the Customer's offer within five days,

• by transmitting a written order confirmation or an order confirmation in text form (fax or e-mail) to the Customer, whereby the receipt of the order confirmation by the Customer is decisive in this regard, or
• by requesting payment from the Customer after the latter has placed their order.

If several of the aforementioned alternatives apply, the contract is concluded at the time when one of the aforementioned alternatives first occurs. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the expiry of the fifth day following the submission of the offer. If the Provider does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the Customer is no longer bound by their declaration of intent.

4.4 When submitting an offer via the Provider's online order form, the contract text is stored by the Provider after conclusion of the contract and transmitted to the Customer after the Customer's order has been sent in text form (e.g. e-mail, fax or letter). Any further provision of access to the contract text by the Provider does not take place.

4.5 Before submitting a binding order via the Provider's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means of better detecting input errors can be the browser's zoom function, with the help of which the display on the screen is enlarged. The Customer can correct their entries in the context of the electronic ordering process using the usual keyboard and mouse functions until they click on the button that completes the ordering process.

4.6 German is available for the conclusion of the contract.

4.7 Order processing and contact generally take place by e-mail and automated order processing. The Customer must ensure that the e-mail address provided by the Customer for order processing is correct so that e-mails sent by the Provider can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Provider or by third parties commissioned by the Provider for order processing can be delivered.

5) Right of Withdrawal

Consumers are generally entitled to a right of withdrawal. Further information on the right of withdrawal can be found in the Provider's withdrawal notice.

6) Grant of Usage Rights by the Provider

The Provider holds all usage rights required to provide the software. Unless otherwise stated in the service description on the Provider's website, the Provider grants the Customer the non-exclusive, non-transferable right, limited in time to the duration of the contract, to use the software for private and commercial purposes within the scope of these GTC. Any further use of the software is not permitted.

7) Grant of Usage Rights by the Customer

The Provider is entitled to use content and information that is made available to it by the Customer within the scope of its contractual obligations for the service and whose processing is necessary for the proper provision of services. The Customer grants the Provider, free of charge, non-exclusively and limited to the duration of the contract, the usage rights required for this purpose, in particular the right to permanent storage, the right to reproduction and the right of editing, and warrants that it is authorised to grant these usage rights.

8) Obligations of the Customer

8.1 The Customer ensures that the hardware and software used by it, including workstation computers, routers, data communication equipment etc., meets the minimum technical requirements for using the currently offered software version.

8.2 The Customer is obliged to protect and store the access data provided to it from access by third parties in accordance with the state of the art. The Customer ensures that use only takes place to the extent contractually agreed. Unauthorised access by third parties must be reported to the Provider without delay.

8.3 The Customer may not store on the storage space provided any data whose use violates applicable law, official conditions or orders, the rights of third parties or agreements with third parties.

8.4 The content stored by the Customer in the storage space allocated to them may be subject to data protection law. The Customer checks on their own responsibility whether the use of personal data by them meets the requirements of data protection law.

8.5 The Customer must carry out adequate data backups at regular intervals on their own responsibility.

8.6 The Customer is obliged to check their data and information for viruses or other harmful components before entry and to use measures appropriate to the state of the art for this purpose (e.g. virus protection programs).

8.7 The Customer ensures that programs, scripts or similar items installed by it do not endanger the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers.

8.8 If programs, scripts or similar installed by the Customer endanger or impair the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts etc. If removing the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the internet. The Provider will inform the Customer about this measure without delay.

9) Moderation and Restriction of Content

9.1 The Provider is generally not obliged to proactively review content posted by customers for its legality or compatibility with the rights of third parties or these GTC. The Provider nevertheless reserves the right in individual cases, on its own initiative, to review the Customer's content for its legality and, in the event of identified violations, to take measures in accordance with the following provisions.

9.2 Customers and affected third parties can report allegedly illegal content to the Provider using the contact information in the Provider's legal notice (e.g. by e-mail). The Provider is free to forward the content of a report to the Customer who posted the reported content. The identity of the reporting person is only disclosed to the Customer if this is absolutely necessary.

9.3 In the case of reports and as part of reviews possibly carried out on the Provider's own initiative, human content review is generally carried out. In individual cases, automated technical review procedures may additionally be used.

9.4 If the illegality of content published by a Customer is identified in response to a report or in the context of a review on the Provider's own initiative, the Provider is entitled to take one or more of the following measures at its reasonable discretion, even without prior notice or contact:

• Warning of the publishing Customer,
• temporary blocking or permanent deletion of the affected content,
• temporary or permanent suspension of the contractually assumed obligations,
• termination of the contractual relationship (ordinary or extraordinary for good cause).

9.5 When choosing the measures to be taken, the Provider will take into account the principles of proportionality and weigh up the interests of the affected Customer against its own interests in the unhindered, trouble-free and integral continuation of its business activities. Criteria taken into account when imposing a measure are:

• the statement and significance of the specific content and its potential for violation or danger,
• the frequency with which the Customer publishes inadmissible content,
• the ratio of the publication of inadmissible content by the Customer to their other use of services,
• if recognisable, the intentions pursued by the Customer with the publication of inadmissible content,
• if recognisable, the existence and degree of fault on the part of the publishing Customer.

9.6 If customers frequently submit obviously unfounded reports or complaints, the Provider suspends the processing of reports and complaints of these customers for a reasonable period of time after prior warning.

10) Remuneration and Payment Terms

10.1 Unless otherwise stated in the Provider's service description, the prices stated are total prices including statutory VAT.

10.2 The available payment methods and payment terms are communicated to the Customer on the Provider's website.

10.3 The remuneration is invoiced in advance by the Provider for the agreed service period and can be paid by the Customer by bank transfer to the bank account specified by the Provider. Unless otherwise stated in the content of the invoice, the invoice amount is due for payment immediately.

10.4 If a payment method offered via the payment service "Stripe" is selected, payment processing is carried out via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Stripe are communicated to the Customer on the Provider's website. To process payments, Stripe may use other payment services for which special payment conditions may apply and to which the Customer may be separately informed. Further information about Stripe is available on the internet at https://stripe.com/en.

11) Contract Duration and Termination

11.1 The contract is concluded for an indefinite period and may be terminated by the Customer at any time without notice and by the Provider with 14 days' notice.

11.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if the terminating party, taking into account all the circumstances of the individual case and weighing up both parties' interests, cannot reasonably be expected to continue the contractual relationship until the agreed termination or until a notice period expires.

11.3 Terminations may be made in writing, in text form (e.g. by e-mail) or in electronic form via the cancellation function (cancellation button) maintained by the Provider on its website.

11.4 Upon termination of the contract, the Customer loses access to their user account. Furthermore, upon termination of the contract, the Provider's obligation to store data posted by the Customer also lapses.

12) Provider Switching

If the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises, the provisions in the Annex on Provider Switching, which is attached to these GTC as an appendix, apply.

13) Defect Liability

If the Customer acts as a consumer, the provisions of statutory defect liability apply.

If the Customer acts as an entrepreneur, the provisions of statutory defect liability apply subject to the following restrictions.

13.1 The Customer must notify the Provider of any defects, disruptions or damage without delay.

13.2 Warranty for only insignificant reductions in the suitability of the service is excluded.

13.3 Liability independent of fault pursuant to § 536a(1) BGB for defects existing at the time of conclusion of the contract is excluded.

13.4 Termination by the Customer due to failure to provide the contractually agreed use is only permissible if the Provider has been given adequate opportunity to remedy the defect and this has failed. A failure of defect remedy is only to be assumed if it is impossible, if it is refused by the Provider or delayed in an unreasonable manner, if there are justified doubts as to the prospects of success or if the Customer cannot reasonably be expected to continue for other reasons.

14) Liability

14.1 The Provider is liable for all contractual, quasi-contractual and statutory, including tortious claims for damages and reimbursement of expenses as follows:

14.2 The Provider is liable without limitation for any legal reason

• in the case of intent or gross negligence,
• in the case of intentional or negligent injury to life, body or health,
• on the basis of a guarantee promise, unless otherwise regulated in this regard,
• on the basis of mandatory liability such as under the Product Liability Act.

14.3 If the Provider negligently breaches a material contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless liability is unlimited pursuant to the preceding clause. Material contractual obligations are obligations that the contract imposes on the Provider according to its content for the purpose of achieving the contractual objective, whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely.

14.4 In all other respects, the Provider's liability is excluded.

14.5 The above liability provisions also apply with regard to the Provider's liability for its vicarious agents and legal representatives.

15) Indemnification

The Customer indemnifies the Provider against all claims asserted by other customers or other third parties against the Provider due to infringement of their rights arising from content posted by the Customer or due to their other use. The Customer also assumes the necessary costs of legal defence, including all court and attorney's fees at statutory rates. This does not apply if the Customer is not responsible for the infringement of rights. The Customer is obliged to provide the Provider without delay, truthfully and completely with all information required for the examination of the claims and a defence in the event of claims being made by third parties.

16) Confidentiality

The Provider undertakes to maintain confidentiality regarding all confidential information of which it becomes aware in connection with this contract and its performance and not to disclose it to third parties. Confidential information is information that is marked as confidential or whose confidentiality arises from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation does not apply to the extent that the Provider is legally obliged or obliged by a legally binding official or court decision to disclose the confidential information.

17) Amendment of the GTC

17.1 The Provider reserves the right to amend these GTC at any time, provided that the Customer consents to the amendment.

17.2 The Provider furthermore reserves the right to amend these GTC without the Customer's consent,

• to the extent that it is obliged to do so due to a change in the legal situation;
• to the extent that it complies thereby with a court judgment or official decision directed against it;
• to the extent that it introduces additional, entirely new services, services or service elements that require a service description in the GTC, unless the existing usage relationship is thereby adversely changed;
• if the change is solely beneficial for the Customer; or
• if the change is purely technically or procedurally conditioned, unless it has material effects for the Customer.

17.3 The Provider will inform the Customer in good time and in an appropriate form of material amendments to these GTC. Material are those amendments that would significantly shift the contractual relationship to the detriment of the Customer or would be equivalent to the conclusion of an entirely new contract. These include, for example, provisions on the type and scope of the service or on the contract term and termination modalities.

17.4 The Customer's right of termination remains unaffected thereby.

18) Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany applies to all legal relationships between the parties. In the case of consumers, this choice of law only applies to the extent that the protection afforded by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.

19) Alternative Dispute Resolution

The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

B. Annex: Provider Switching Rules

1) Scope

The following provisions apply in the event that the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises.

2) Definitions

2.1 "Data processing service" within the meaning of these GTC is a digital service provided to the Customer that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralised, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or minimal interaction from the provider.

2.2 "Digital assets" within the meaning of these GTC are elements in digital form — including applications — for which the Customer has a right of use, regardless of the contractual relationship with the data processing service they wish to switch from.

2.3 "On-premises ICT infrastructure" within the meaning of these GTC is ICT infrastructure and computing resources that are owned by or leased or rented to the Customer and are located in the Customer's data centre and operated by the Customer or a third party.

2.4 "Switching" within the meaning of these GTC is a process involving the provider, the Customer and, if applicable, a receiving provider of data processing services, in which the Customer switches from using the Provider's data processing service to using another data processing service of the same type of service or another service offered by another provider of data processing services or offered as an on-premises ICT infrastructure, also by extracting, transforming and uploading data.

2.5 "Exportable data" within the meaning of these GTC is input and output data including metadata that is generated directly or indirectly by the Customer's use of the data processing service or jointly, with the exception of the Provider's or third parties' assets or data protected by intellectual property rights or constituting a trade secret.

3) Pre-contractual Information

3.1 Before ordering the data processing services, the Provider provides the Customer with clear information on the following points:

• its standard remuneration and, if applicable, penalties for early termination;
• the switching fees;
• services requiring a highly complex or costly switch or where a switch is not possible without significant impairment of data, digital assets or service architecture, if relevant;
• specific services for which the switching and termination obligations do not apply, if applicable;
• a complete list of the categories of data and digital assets that can be transferred, including at least all exportable data;
• a complete list of the categories of data that are specific to the internal functioning of the Provider's data processing service and are excluded from the data export obligation where there is a risk of violation of the Provider's trade secrets;
• clear information about known risks to the continuity of the provision of the Provider's functions or services.

3.2 The Provider's online register with data structures and formats, relevant standards and open interoperability specifications for data is available on the Provider's website.

4) Switching and Exit Plan

4.1 The parties agree on a switching and exit plan (hereinafter "Plan"), which contains in particular the following:

• details of switching and exit assistance, including porting methods and formats and the steps required to carry out the switching process;
• the contact persons designated by the Customer or the Provider for the implementation of the Plan;
• an estimate of the time required to export and transfer data and digital assets from the original provider's environment;
• limitations and technical constraints, including those arising from the storage of data outside the EU;
• a description of the sequence of operations proposed by the Provider;
• a description of the test methodology proposed by the Provider, if tests are to be carried out.

4.2 At the Customer's request, the Provider must provide the Customer's designated personnel (or other third parties authorised by the Customer) with information to explain the relevant procedures.

4.3 At the Customer's request, the Provider undertakes either to organise a test or to assist the Customer in their tests to verify whether the Plan works in practice for exportable data and digital assets. If problems arise during the test, the parties will analyse the causes in good faith and work towards solutions.

4.4 The Provider and the Customer undertake to update the Plan as necessary and to review at least at the Customer's request whether changes are required.

5) Initiation of the Switching Process

5.1 The Customer must send the Provider a switching notice with a notice period of 2 months, indicating that they are initiating the switch. If the Customer only wishes to transfer certain services, data or digital assets, they must state this in the notice.

5.2 In the switching notice, the Customer must indicate whether they intend:

• to switch to another provider of data processing services. In this case, the Customer should provide the required details of the target provider;
• to switch to the Customer's local ICT infrastructure; or
• not to switch but only to delete their exportable data and digital assets.

5.3 The Provider will confirm receipt of the switching notice to the Customer no later than 3 working days via the same communication channel used by the Customer.

6) Transition Period

6.1 The transition period is 30 calendar days and begins upon expiry of the notice period for initiating the switching process.

6.2 If the Provider is unable to comply with the agreed transition period for technical reasons, it undertakes to:

• notify the Customer in writing or in text form within 14 working days of receipt of the notice;
• indicate an alternative transition period that must not exceed seven (7) months from the date of the Customer's termination notice; and
• provide an appropriate justification for the technical impossibility.

The Customer must confirm receipt of this extension notice within 3 working days in writing or in text form.

6.3 The Customer may extend the transition period once by a period that the Customer considers appropriate for their purposes, but not longer than 3 months. In the case of complex migrations, the parties may agree by mutual consent on a longer period, but not exceeding 12 months. The Customer must inform the Provider of their intention in writing or in text form by the end of the original transition period and indicate the alternative transition period. The Provider will confirm receipt of such an extension notice within 3 working days in writing or in text form.

7) Obligations of the Provider During the Switching Process

The Provider undertakes to reasonably support the Customer and third parties commissioned by the Customer from the start and throughout the entire duration of the switching process so that the Customer can switch within the agreed transition period. For this purpose, the Provider must in particular:

• provide capabilities, adequate information (including the documentation required to carry out the switch) and technical support. If problems are identified, the Provider and the Customer will analyse the causes in good faith and work towards solutions;
• proceed with due care to maintain business continuity and continue to provide the contractually agreed functions or services;
• maintain a high level of security throughout the entire switching process, in particular for the security of data during transfer.

8) Obligations of the Customer

8.1 The Customer undertakes to take all reasonable measures to achieve an effective switch. The Customer is responsible for the import and implementation of data and digital assets into their own systems or into the target provider's systems.

8.2 The Customer or third parties commissioned by them, including the target provider, undertake to respect the intellectual property rights and trade secrets in the materials provided by the Provider in the switching process. The Customer furthermore undertakes to grant third parties or the target provider access to these materials and, if applicable, to grant sub-licences for their use only to the extent necessary for carrying out the switching process until the end of the agreed transition period, including the alternative transition period, while respecting the confidentiality obligations and the intellectual property rights granted by the Provider.

9) Data Recovery and Deletion

9.1 The Customer may retrieve or delete their data during the agreed data retrieval period. The data retrieval period is 30 calendar days and begins after the expiry of the agreed transition period. The parties may agree on a longer period if this is appropriate taking into account both parties' interests.

9.2 After the expiry of the agreed retrieval period and upon successful completion of the switching process, the Provider undertakes to delete all exportable data and digital assets generated by the Customer or directly related to the Customer and to confirm to the Customer that it has done so. This does not apply to exportable data that the Provider must retain pursuant to mandatory EU law or the law of EU member states, provided the Provider informs the Customer which exportable data it retains for how long and for what reasons.

10) Remuneration for the Switching Process and Exit Fees

The Provider does not charge any additional remuneration for the switching process.

11) Completion of the Switching Process

11.1 As soon as the Customer informs the Provider that the switching process has been successfully completed, the Provider will promptly inform the Customer about the termination of the contract. If the Customer does not notify the Provider of the successful switch or the absence thereof, even though the Provider has good reason to believe that the switch was successfully completed by the Customer, the Provider may request from the Customer a confirmation that the switch was successfully completed. If the Customer does not confirm the successful switch within 30 working days of this request, it will be assumed that the switch was not successful and the contract will not be terminated but will continue on the existing terms.

11.2 If the Customer does not wish to switch but to delete their exportable data and digital assets, the Provider undertakes to inform the Customer about the termination of the contract at the end of the agreed notice period.

12) Termination of Contract

12.1 The contract is deemed terminated between the parties when one of the following events has fully occurred:

• upon the successful completion of the switching process;
• after expiry of the notice period, if the Customer does not wish to switch but wishes to delete their exportable data and digital assets upon termination of the service.

12.2 If the contract or the Provider's GTC contains/contain clauses on termination based on statutory provisions or related cases, such as the following:

• a party requests a deferral or suspension of payments or a party has been declared insolvent;
• a party has still not fulfilled a material or other obligation under the contract in a timely manner that leads or could lead (either contractually or by law) to termination of the contract;
• a party has been informed of a change in ownership or control that leads or could lead contractually or by law to termination of the agreement;
• the agreement is declared void due to a violation of or a change in the applicable mandatory law; or
• similar or identical situations or other situations that lead or could lead contractually or by law to termination of the agreement,

the agreement together with the agreed services and functions will not be terminated or expire before one of the events pursuant to the preceding clause has clearly occurred. This does not affect any other rights or remedies that one party has against the other party.

The Customer may agree with the Provider on success criteria for the switch and milestones for the switch and report on the status of their achievement during the switching process. In any case, the Customer must inform the Provider about the successful switch.

12.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith to improve the switching process and achieve a successful completion, to enable timely data transfer and to maintain continuity of services. In doing so, the Provider must support the Customer at the Customer's request in identifying the reasons for the unsuccessful switch and inform the Customer how the identified obstacles can be removed or circumvented.

• The Customer will, at their own discretion, engage the target provider on their behalf.
• Without prejudice to other remedies available under applicable law, the agreement will not be terminated or expire before the successful completion of the switching process or before a corresponding decision of a competent court or forum chosen and agreed upon by the parties.
• In the event of conflicts or discrepancies between these clauses and other agreements on the termination of the contract between the parties, these clauses shall take precedence.

12.4 The switching process is deemed to have been successfully completed when:

• the agreed notice period has expired,
• the transition period has commenced after expiry of the notice period,
• the data retrieval period has commenced after expiry of the transition period and
• the data deletion after expiry of the data retrieval period or after expiry of an alternatively agreed period following successful completion of the switching process has been successfully completed.

12.5 If at the end of the transition period the Customer decides not to delete all of their exportable data and digital assets at the end of the agreed data retrieval period and wishes to ensure that they remain available for a specific additional period with limited functionality, or if the Customer and the Provider have agreed to maintain the contract without the provision of certain services, unless expressly ordered by the Customer, this can only occur after:

• the agreed notice period has expired,
• the transition period has expired, and
• an alternative data retrieval period and other conditions for the service with limited functionality or the maintenance of the contract have been agreed between the Customer and the Provider (in particular the permission for the Provider to delete the data after the alternative data retrieval period and/or the determination of the remuneration for this additional period).

If the alternative data retrieval period and other conditions for the service during this time are proposed by the Provider, the contract may not be terminated or expire before the Customer has, at their own discretion, accepted the deletion and clearly confirmed that the contract is terminated.

12.6 The right of the contracting parties to terminate an indefinite contract by ordinary termination remains unaffected, provided that the reason for termination is neither a provider switch nor — on the Customer's part — an intention to delete data.

12.7 If the contract was expressly concluded for a specific duration and the expiry date is reached before the switching process has been completed, and the Customer has not requested the deletion of their exportable data and digital assets,

• the transition period begins on the contract expiry date and the Provider provides reasonable assistance with the switch;
• the above provisions on successful and unsuccessful completion of the switching process apply accordingly.

Copyright notice: These GTC were created by the specialist lawyers of IT-Recht Kanzlei and are protected by copyright (https://www.it-recht-kanzlei.de)

As of: 26.06.2026, 19:14:02