1. Scope

1.1 The following General Terms and Conditions of Business (hereinafter referred to as “General Terms”) apply to paid services and deliveries provided by IoT Venture GmbH, Hilpertstrasse 31, 64295 Darmstadt, Germany (hereinafter referred to as “IoT Venture”) to a client (hereinafter referred to as “the Client”). IoT Venture provides all paid services and deliveries exclusively on the basis of these General Terms.

1.2 These General Terms also apply to any future paid services and deliveries that IoT Venture provides to a client, even if they have not yet been explicitly agreed upon separately.

1.3 IoT Venture does not accept any of a client’s terms and conditions which deviate from these General Terms. A client’s deviating terms and conditions shall not become part of the Contract, even if the Client refers to their terms and conditions within an order or in any other way as part of the conclusion of the Contract. This also applies if IoT Venture does not expressly object to their inclusion. Even if IoT Venture refers to a written document which contains or refers to the client’s or a third party’s deviating terms and conditions of business, this does not mean that IoT Venture agrees to the validity of such terms and conditions.

1.4 Clients may only be businesses or business owners as defined in Section 14 (1) German Civil Code (BGB).

2. Definitions

The definitions specified in this section (Section 2) apply to the following terms:

2.1 “Documentation”: documentation refers to all information required to work with the contracted software in compliance with the Contract.

2.2 “FOSS”: FOSS refers to free and open-source software as well as software belonging to third parties which is provided under a free licence.

2.3 “Trade secrets”: trade secrets refers to the information listed in Section 2 (1) German Trade Secrets Act (GeschGehG).

2.4 “Product”: within the bounds of these General Terms, a product is a good and/or software.

2.5 “Liability for damages”: within the bounds of these General Terms, liability for damages means liability for damages and compensation for wasted expenditure as defined in Section 284 German Civil Code (BGB).

2.6 “Property rights“: a property right is an industrial property right or a third party’s copyright.

2.7 “Software”: software within the meaning of these General Terms is either the stand-alone software included in IoT Venture’s scope of delivery or the software flashed onto goods or target hardware.

2.8 “Goods”: goods are material delivery items included in IoT Venture’s scope of delivery.

2.9 “Target hardware”: target hardware refers to goods or a device provided by the Client onto which the software is installed.

3. Conclusion of the Contract

3.1 A contract between IoT Venture and a client comes into effect as follows: the Client places an order with IoT Venture by email. IoT Venture confirms the Client’s order by sending a quote. The quote constitutes an offer to conclude a contract with the Client and contains the essential contractual provisions (particularly the product, the price and the delivery conditions) and a link to IoT’s General Terms. The Contract comes into effect if the Client declares that they accept the quote that IoT Venture has provided. Once the Client has accepted the order, a contract is concluded based on the contractual provisions, including the General Terms. IoT Venture will then send an order confirmation to the Client by email.

3.2 An offer that IoT Venture makes to a client expires if the Client does not accept it within two (2) weeks of the offer being made.

4. Delivery

4.1 The Client will be informed of the delivery time as part of the ordering process before they submit a notice of acceptance. The delivery periods that IoT Venture specifies are calculated from the point in time when the Contract is confirmed. Delivery periods may be longer if there is a delay in payment or the Client does not meet their obligations to cooperate in good time. This does not apply if IoT Venture alone is responsible for the delay.

4.2 Shipping costs are itemised separately and are borne by the Client unless stated otherwise.

4.3 IoT Venture delivers along dispatch routes only. Orders and deliveries are only possible within Germany.

4.4 If the delivery deadline is not met due to a force majeure or any other disruptive circumstances which IoT Venture is not responsible for, the delivery time shall be extended accordingly by a reasonable additional delivery period. IoT Venture is not responsible for the following disruptive circumstances in particular: war, terrorist attacks, riots, epidemics, pandemics, natural disasters and other extreme natural events, import and export restrictions, diminished energy availability, government measures or official orders, industrial action or difficulties in procuring raw materials. IoT Venture is also not responsible for delay if any of these circumstances affect any of IoT Venture’s suppliers. Moreover, IoT Venture shall not be responsible for any defective or delayed delivery by a supplier due to force majeure or any of the aforementioned disruptive circumstances.

4.5 In the event that IoT Venture is in default of delivery, the Client shall, on IoT Venture’s request, declare within a reasonable period of time whether they require the delivery or assert their statutory rights in accordance with these General Terms.

4.6 Any claims for damages by a client due to delay in delivery shall be based on Section 11 of these General Terms.

4.7 In the event that the Client is in default of acceptance, IoT Venture shall be entitled to require compensation for the resultant damages and the additional expenses incurred as a consequence, amounting to 0.5% of the price for the delivery items per month or part thereof but not more than a total of 5% of the price for the delivery items. IoT Venture and the Client are entitled to prove higher or lower additional costs in individual cases. This provision shall not affect any further claims that IoT Venture may assert due to the Client’s default of acceptance.

4.8 IoT Venture is entitled to make partial deliveries and issue partial invoices unless a partial delivery is unreasonable for the Client.

4.9 The Client is not entitled to refuse to accept a delivery due to minor defects.

4.10 IoT Venture does not offer a guarantee for deterioration in the goods which

are caused solely by the Client’s improper use of them. The Client must observe and comply with the instructions contained in the operating instructions enclosed with the delivery to prevent such deterioration. In particular, the Client is obligated to fully recharge the goods or target hardware at regular intervals. IoT Venture does not offer a guarantee for defects in a product which are caused by the Client not recharging said items for more than six (6) months (no overlapping).

4.11 The Client is entitled to require IoT Venture to take back the packaging on payment of a separate fee. Irrespective of the specific individual agreement on delivery, the place of return shall be IoT Venture’s business address.

4.12 If the warranty for defects does not cover spare parts delivery or the return of repaired goods according to Section 9 of these General Terms, such deliveries shall be made subject to payment of a reasonable flat-rate shipping and packaging fee. This flat-rate shipping and packaging fee is to be paid in addition to the payment for the services provided by IoT Venture.

4.13 If working days are indicated as deadlines, this refers to all days from Monday to Friday inclusive, with the exception of public holidays.

5. Transfer of risk, transit insurance

5.1 Unless the parties have agreed otherwise, the delivery and transfer of risk for goods shall take place at the FCA shipping point (Incoterms® 2020).

5.2 IoT Venture offers to insure the delivery against the usual transport risks on the Client’s request and at their expense.

6. Retention of title, maintenance, processing, reselling, release

6.1 The goods shall remain IoT Venture’s property until all of IoT Venture’s existing and outstanding claims arising from the business relationship are met.

6.2 If maintenance or inspection work needs to be performed on the goods subject to retention of title, the Client must carry these out promptly at their own expense.

6.3 The Client is entitled to process or connect the goods with other manufactured items as part of their orderly business operations. The Client shall assign to IoT Venture co-ownership of the resulting manufactured items as a guarantee for the claims specified in Section 6.1. The extent of co-ownership shall be based on the ratio of the value between the goods (final invoice amount plus VAT) and the manufactured item produced as a result of the processing or combination at the time of processing or combination. The Client shall store the product co-owned by IoT Venture free of charge.

6.4 The Client shall be entitled to resell the goods or any item manufactured as described in Section 6.3 of these General Terms during the ordinary course of their business against immediate payment or subject to retention of title. The Client shall assign to IoT Venture all claims, including ancillary rights, arising from the resale of goods in full. IoT Venture shall accept this assignment. If an item manufactured as described in Section 6.3 of these General Terms is sold, the Client shall assign to IoT Venture all claims, including ancillary rights, to which it is entitled from this sale corresponding to the extent of IoT Venture’s co-ownership share. IoT Venture shall also accept this assignment.

6.5 The claims assigned to IoT Venture as specified in Clause 6.4 serve to guarantee IoT Venture’s claims in Clause 6.1 of these General Terms. The Client is entitled to collect the assigned claims, provided that the Client meets its payment obligations to IoT Venture. If the Client is in default of payment, they are obliged, on IoT Venture’s request, to inform IoT Venture immediately in writing (an email is sufficient) to whom they have resold goods owned by IoT Venture or sold products co-owned by IoT Venture and to which claims they are entitled from the resale or sale. The Client is obliged (i) to inform the client concerned of the assignment to IoT Venture and (ii) to issue publicly notarised deeds of assignment of the claims at their own expense. The Client is prohibited from otherwise disposing of the goods subject to IoT Venture’s retention of title, manufactured items co-owned by IoT Venture and the claims assigned to IoT Venture.

6.6 The Client is obliged to inform IoT Venture immediately and on their own initiative if the goods subject to IoT Venture’s retention of title, manufactured items co-owned by IoT Venture, or the claims assigned to IoT Venture in accordance with this Section 6 have been seized from the Client or are otherwise the subject of a legal impairment originating from the Client’s sphere. The Client shall bear all the costs associated with terminating these measures and restoring the state that existed prior to these measures.

6.7 If the total value of the securities held for the claims for the benefit of IoT Venture increases by more than ten (10) percent, IoT Venture will release collateral equivalent to this value, selecting the securities at its own discretion.

7. Prices, value added tax, intra-Community delivery

7.1 The Client is obligated to pay the agreed price plus applicable value added tax and other statutory indirect taxes for the product.

7.2 The Client will not be charged VAT only in cases where the Client meets the requirements for tax exemption.

7.3 The exemption from VAT liability applies to deliveries from IoT Venture to an EU member state (intra-Community delivery). The Client is obligated to co-operate in an appropriate manner in providing proof of delivery without delay. IoT Venture is entitled to request a dated and personally signed confirmation of receipt of the delivery from the Client. This confirmation of receipt must contain the following minimum details: recipient’s name and address, quantity and commercial description of the product, place and date of receipt of the product, Client’s VAT identification number. If the Client does not provide this proof, the delivery is not exempt from VAT. If the Client does not meet this obligation to co-operate, they must reimburse IoT Venture for the resultant VAT and any additional regulatory charges.

8. Assignment of rights, factoring, data processing by VR Factoring

8.1 IoT Venture is entitled to assign claims arising from its business relationships.

8.2 IoT Venture is permitted to assign current and future claims to which it is entitled from its business relationships to VR Factoring GmbH, Hauptstrasse 131 – 137, 65760 Eschborn, Germany (hereinafter referred to as “VR Factoring”). Moreover, IoT Venture has also transferred its entire retention of title to VR Factoring if the claims have been sold to VR Factoring.

8.3 If IoT Venture has assigned a payment claim from a Client to VR Factoring, IoT Venture shall inform the Client of these circumstances in a separate letter (hereinafter referred to as the “Notification Letter”). On receiving the Notification Letter, the Client will form part of factoring. An assignment note shall also indicate the sale on the invoice.

8.4 The following provisions in this clause apply to clients who form part of factoring:

a) All payments must be made exclusively and directly to VR Factoring. The Client will be informed of VR Factoring’s bank details in the Notification Letter. These details will also appear on each invoice.

b) IoT Venture is entitled to forward the following data to VR Factoring in order to comply with the factoring contract between IoT Venture and VR Factoring:

(i) name and address of IoT Venture’s debtors

(ii) all data related to the particular claims against the debtors concerned, especially the gross amount and the due date

(iii) contact information for IoT Venture’s debtors (telephone number, email address), and the names of the contact persons for IoT Venture’s debtors in order to coordinate accounts receivable management.

c) According to legal data protection regulations, VR Factoring is entitled to disclose the data specified in Clause 8.3 of these General Terms to credit agencies, trade credit insurers and to data processors (IT data processing, printing service providers, etc.). The details of the data agreements are outlined in VR Factoring’s “Data Protection Information” document, which is permanently available on the VR Factoring website at http://www.vr-factoring.de/datenschutz (in German).

9. Payment conditions, default, offsetting and rights of retention

9.1 The Client must make all payments without any deductions after 30 days if not before. If a client does not form part of factoring, they must make payments exclusively and directly to IoT Venture. The decisive factor for the payment date is its receipt by the payee.

9.2 IoT Venture is at liberty to make the delivery to a client dependent on advance payment or payment on delivery (for example, cash on delivery or direct debit).

9.3 IoT Venture has the right to credit incoming payments from a client to its oldest outstanding claim.

9.4 The Client is in default of payment if they fail to meet their payment obligation within the payment deadline specified in Clause 9.1 of these General Terms. In such a case, IoT Venture is entitled to demand default interest at a rate of nine (9) percentage points above the base

interest rate as well as a flat-rate charge of 40 euros. The right to assert further damages due to default remains unaffected by this clause (Clause 9.4).

9.5 If the Client is in default of payment, IoT Venture has the right to demand immediate payment of all due and undisputed claims arising from the business relationship between IoT Venture and the Client. This also applies to payments which have been assigned to VR Factoring. Moreover, IoT Venture is entitled to make any outstanding deliveries only against advance payment or the provision of securities. This right is not waived due to any deferral of the payment obligation by IoT Venture.

9.6 The buyer may only set off their own claims against IoT Venture’s payment claims or withhold payments that it owes if their counter-claims are undisputed or have been recognised in a court of law or if they relate to the Client’s claims arising from the same order in relation to which the delivery in question was made.

10. Notices of defects, notification of defects, material defects

10.1 The Client is obliged to immediately inspect the delivered goods carefully. The delivered goods are considered approved by the Client in relation to any evident defects or other defects that would have been recognizable with immediate and careful examination if IoT Venture does not receive a written notice of defects within fourteen working days after delivery.

10.2 If a defect does not become evident until a later date, the Client is obligated to report it immediately upon discovery. The decisive factor for the timeliness of these notifications is their receipt by IoT Venture. The notification should include a description of the defect or, in the case of software, the time of its occurrence and its specific circumstances. If a defect is not reported in a timely manner, claims regarding the defect in question are excluded.

10.3 If a defect notification should be unjustified, IoT Venture is entitled to require reimbursement from the Client for the expenses incurred. This does not apply if the Client proves that they are not at fault for the unjustified defect notification.

10.4 The following are not material defects:

a) natural wear.

b) conditions of the product or damage to the product or damage caused by the product that occurred after the transfer of risk due to the Client handling, storing or installing the product improperly. Improper handling of the product occurs in particular in cases of non-compliance with installation or handling instructions, improper initial operation of the product, excessive stress loads on the product, excessive use of the product, use of the product with unsuitable equipment, or improper maintenance.

c) quality or damages to or caused by the product resulting from a force majeure or use of the product outside the contractually intended or ordinary use and, in the case of software, virus infection occurring after the transfer of risk.

10.5 Liability for material defects related to the design or choice of material that the Client stipulated for the product is excluded.

10.6 IoT Venture is only liable for defects occurring up to the interface when it comes to liability for material defects in software that the Client or a third party has extended or modified through the interface provided by IoT Venture. The Client releases IoT Venture from any claims by a third party in this respect, regardless of the legal basis in question.

10.7 Unless the parties have agreed otherwise, the Client is responsible for selecting suitable technical and/or organisational measures to ensure IT security for their systems which takes the product into account when the product is integrated and when it is in use. This applies especially but not exclusively to customers who are operators of critical infrastructure according to Section 2 (10) German Act on the Federal Office for Information Security (BSIG).

10.8 The Client is required to grant the necessary time and opportunity to carry out warranty works to IoT Venture or a third party who IoT Venture assigns to perform warranty obligations. Except in cases specified in Section 637 German Civil Code (BGB), the Client is only entitled to carry out such works themselves after obtaining prior written consent from IoT Venture. An email is sufficient for this purpose.

10.9 Any claims made by the Client for compensation due to material defects are otherwise governed by Section 11 in these General Terms. Further claims that the Client may make due to material defects are excluded.

10.10 The provisions in this Section (Section 10) of these General Terms apply accordingly to legal defects that do not arise from the violation of third-party rights as stipulated in Section 12 of these General Terms.

11. Liability for material defects and defects of title, exclusion of warranty

11.1 The contractually agreed quality of the product is explicitly defined in the documentation that IoT Venture provided when the Contract was concluded or the description of the product provided to the Client as a separate document while the Contract was being concluded. This applies particularly to the product’s characteristics and its IT security. The product description is to be regarded as a specification of performance and certainly does not constitute a warranty. A warranty is only granted if expressly designated as such by IoT Venture before the Contract is concluded. There is no obligation to provide any quality of the product which goes beyond the performance specified in this clause. For clarification purposes, IoT Venture emphasizes that any additional quality is also not derived from public statements made or advertising placed by IoT Venture’s distributor partners. These parties are not authorised to make declarations about the qualities of IoT Venture’s products.

11.2 IoT Venture is not obligated to provide services which go beyond its liability for defects.

11.3 The limitation period for material defects is one (1) year. The limitation period starts at the point in time when the products are delivered to the Client.

11.4 If a material defect arises within the limitation period, IoT Venture is entitled to choose at its discretion between repairing the defect or supplying the Client with a defect-free product to provide subsequent performance. IoT Venture’s right to refuse subsequent performance as per statutory requirements remains unaffected. IoT Venture may, at its own discretion, remedy a material defect in the software with an update, patch, bug fix, upgrade or by indicating a workaround. This applies to the elimination of material defects by proposing a workaround to the extent that this is reasonable for the Client, taking into account the effects of the defect and the proposed possible workaround indicated.

11.5 If IoT Venture so requests, the Client is obliged to send goods that are the subject of a defect notification from the Client to IoT Venture so that the defect and the existence of the Client’s claims for material defects can be examined.

11.6 If the subsequent performance should fail, the Client is entitled to withdraw from the Contract or reduce payment in accordance with the statutory provisions without prejudice to any claims for damages.

11.7 Any claims that the Client makes for expenses incurred for the purpose of subsequent performance, such as transport, travel, labour or material costs, shall be made in accordance with the statutory provisions and this section.

11.8 Such claims for reimbursement of expenses are excluded if they are due to the fact that the product has subsequently been moved to a place other than the original place of fulfilment. Moreover, IoT Venture shall reimburse these claims for expenses only to the extent that their amount is in a reasonable proportion to the value of the item in a defect-free condition, the importance of the defect and/or the feasibility of obtaining alternative rectification. The Client shall bear any additional costs.

12. Liability for damages, limitation of liability

12.1 IoT Venture is only liable for breaches of contractual or non-contractual obligations

a) in the event of wilful intent and gross negligence

b) in the event of loss of life, physical injury or harm to health due to negligence or wilful intent

c) if it provides a warranty of quality or durability

d) in the event of culpable violation of essential contractual obligations. A contractual obligation is considered essential if it must be met to ensure that the Contract is duly fulfilled or if the Client can expect it to be fulfilled.

e) if mandatory liability is specified in the German Product Liability Act (ProdHaftG)

f) if any other mandatory liability exists.

12.2 In the event of liability for damages as per Clause 12.1 (d) in these General Terms, liability is limited to the foreseeable amount of damages for slight negligence. The amount of the foreseeable damages as per standard contract provision at the time of contract conclusion is equal to the payment that the Client made to IoT Venture. However, this amount shall not exceed 10,000 euros. This limitation of liability also applies to damages due to slight negligence caused by IoT Venture’s vicarious agents.

12.3 IoT Venture’s liability for damages arising in connection with software is excluded if the damages are attributable to

a) failure to back up data

b) improper operation by the Client

c) or non-intended use.

12.4 Any further liability of IoT Venture for damages beyond what is stated in this Section (Section 12) or provided by law is excluded.

12.5 If liability for damages is excluded or limited for IoT Venture, this also applies with regard to any personal liability for damages for IoT Venture’s employees, representatives, and vicarious agents.

13. Intellectual property, liability due to infringement of property rights

13.1 IoT Venture is only liable for claims arising from the infringement of an intellectual property right if at least one intellectual property right from the same intellectual property family has been published by the European Patent Office or in either Germany, Austria, France, the UK or the US.

13.2 Liability under Clause 13.1 of these General Terms requires that:

a) the intellectual property right is not owned by the Client or a company associated with them as specified in Section 15 German Stock Corporation Act (AktG), and

b) the Client is not responsible for the infringement of the intellectual property right.

13.3 Liability under Clause 13.1 of these General Terms is excluded if:

a) the product was manufactured on the Client’s instruction or

b) the alleged infringement of the intellectual property right is a result of the product being used in conjunction with another product not provided by IoT Venture, or the Client used the product in a manner that was not foreseeable by IoT Venture.

13.4 Liability under Clause 13.1 of these General Terms is subject to the condition that the Client:

a) informs IoT Venture about the assertion of third-party claims in writing without delay (an email is sufficient)

b) immediately provides IoT Venture with copies of any written and email correspondence with the claimant and, if applicable, with the courts relating to the alleged infringement of the intellectual property right when the Client receives them

c) provides the necessary information required for defence against the claim

d) complies with IoT Venture’s request to manage the process control through the Client and grants IoT Venture the final decision-making authority over the conclusion of any judicial and extra-judicial settlements

e) assists IoT Venture in its defence against third-party claims to a reasonable extent.

13.5 In the event that the Client has been ordered to refrain from using the product or any part thereof, either due to a finalised court ruling or if the Client is served with an interim injunction requiring the Client not to use it, the following shall apply: IoT Venture shall, at its own discretion, either provide the Client with the right to continue using the product, or replace or modify the product while retaining the contractually agreed functions in order to remedy the infringement. If IoT Venture is unable to achieve this under reasonable conditions, both parties have the right to withdraw from the Contract. This applies to the Client with the provision that, in cases where it is reasonable for them, the right of cancel exists only to the extent necessary to remedy the legal infringement. IoT Venture reserves the right to take the measures referred to in this clause (Clause 13.5 [2]) even if the infringement of a property right has not yet been legally established or has not yet been recognised by IoT Venture.

13.6 Clauses 11.3, 11.4 and 11.6 of these General Terms apply accordingly regarding the limitation period for claims arising from the infringement of intellectual property rights.

13.7 In all other respects, IoT Venture’s obligation to provide compensation for the infringement of intellectual property rights is governed by Section 12 of these General Terms.

13.8 Liability is excluded for wider claims or other claims by the Client arising from the infringement of third-party intellectual property rights beyond those specified in this section (Section 13).

14. Cancellation

14.1 Without prejudice to other contractual and statutory rights, IoT Venture is entitled to withdraw from the Contract in the event that the Client acts in breach of contract, particularly if they delay in making payment, once a reasonable time limit set for the Client to cease their behaviour in breach of contract expires.

14.2 IoT Venture is entitled to withdraw from the Contract without a time limit for the Client to cease their behaviour in breach of contract in the following cases:

a) the Client has ceased their payments to IoT Venture, even though there are still outstanding claims for payment from IoT Venture.

b) the Client’s financial circumstances have deteriorated significantly or are in danger of deteriorating and the fulfilment of an obligation to pay IoT Venture is at risk as a result.

c) the Client has filed to initiate insolvency proceedings or similar proceedings with regard to their assets to settle debts.

d) the Client is in a state of insolvency, either due to over-indebtedness or an inability to meet payment obligations.

14.3 IoT Venture declares that it is withdrawing from the Contract, the Client is obligated to grant IoT Venture access to the goods subject to retention of title and hand them over to IoT Venture immediately. IoT Venture is entitled, after appropriate and timely notification to the Client, to reuse the goods subject to retention of title elsewhere in order to satisfy IoT Venture’s claims due from the Client.

14.4 Statutory rights and claims remain unaffected by this section (Section 14).

15. Export control

15.1 IoT Venture is entitled to withdraw from the Contract without setting a grace period if it becomes clear before delivery of the goods that IoT Venture will be unable to fulfil the Contract or it is unreasonably complicated to do so due to national or international export control regulations, in particular but not only due to embargoes or other sanctions.

15.2 The delivery deadline shall be extended if the delivery time is delayed due to export inspections or official approval procedures, unless IoT Venture is responsible for such delays.

15.3 The Client is obligated to provide IoT Venture with all information and documents which are needed to export and ship the products that IoT Venture is to deliver. This does not apply if IoT Venture is responsible for providing such information or documents.

15.4 If IoT Venture withdraws from the Contract as per Clause 15.1 in these General Terms, the Client is precluded from asserting any claim for damages or other rights in this regard.

15.5 The Client is obliged to comply with the respective applicable provisions of national and international (re) export control law when passing on, transferring, or otherwise providing the product supplied by IoT Venture (including the technology and associated documentation, irrespective of the manner in which they are made available to the Client) or the work and/or services provided by IoT Venture (including any form of technical support) to a third party, both domestically and internationally.

16. Confidentiality

16.1 The Client is obligated to keep secret from third parties all IoT Venture’s trade secrets. In the Client’s own operations, IoT Venture’s trade secrets may only be disclosed to individuals who need to be aware of the information concerned to fulfil the purpose of the Contract and who are also obligated to maintain confidentiality. The Client acknowledges that all trade secrets remain the exclusive property of IoT Venture. The Client is not authorised to copy IoT Venture’s trade secrets or use them commercially without prior written consent from IoT Venture. An email is sufficient for this purpose. Upon request by IoT Venture, the Client is obliged to return or destroy, in full and without delay, all trade secrets belonging to IoT Venture, including any copies or records made thereof, and items loaned that contain any trade secrets.

16.2 The preceding Section 16.1 does not apply to trade secrets that:

a) were already in the Client’s lawful possession before their disclosure

b) the Client lawfully received from a third party without an obligation to maintain confidentiality being imposed

c) IoT Venture has disclosed the information to third parties without an obligation to maintain confidentiality being imposed

d) the Client has developed them of their own accord without relying on the information received from IoT Venture

e) must be disclosed by law or due to a regulatory or judicial order; or

f) the Client discloses them with prior written consent from IoT Venture (an email is sufficient).

16.3 IoT Venture reserves all rights to the trade secrets stipulated in Clause 16.1.

17. Reverse engineering

17.1 The Client is not authorised to perform any of the following actions with regard to a product that IoT Venture has provided to them unless IoT Venture has given its prior written consent (an email is sufficient): observation, investigation, dismantling or testing (what is known as reverse engineering).

17.2 In addition, the Client is not authorised to perform the following actions with respect to the software that IoT Venture delivered to the Client either unless IoT Venture has given prior written consent (an email is sufficient): editing, modifying, reverse engineering, decompiling, disassembling the program code or parts thereof, determining the source code by other means and developing a derivative work based on the software. This does not affect mandatory provisions in Sections 69d and 69e German Act on Copyright and Related Rights (UrhG).

18. Use of data and data privacy

18.1 If legally permitted, IoT Venture has the right to store, use, transmit, and/or exploit all information provided and generated by the Client in connection with the software (excluding personal data) beyond the purpose of the Contract for various purposes such as statistical, analytical and internal use. This right is unlimited and irrevocable.

18.2 IoT Venture complies with the statutory regulations on data privacy when it processes personal data. The details on the data collected by IoT Venture and its respective processing are outlined in IoT Venture’s data privacy statement, which can be viewed at any time on the IoT Venture website at https://iot-venture.com/en/privacy-policy/.

19. Closing provisions

19.1 The law of the Federal Republic of Germany applies to the exclusion of international private law.

19.2 The venue for any legal proceedings is Darmstadt, Germany. IoT Venture is also entitled to appeal to a competent court in the district where the Client’s head office or a branch of theirs is located.

19.3 Any declarations and notifications of legal relevance from the Client regarding the Contract must be made in writing, i.e. in written or text form such as a letter, email or fax.

19.4 Supplements and amendments to the agreements made, including these General Terms, require written form to be effective. IoT Venture employees are not authorised to make verbal agreements deviating from the written agreement with the exception of IoT Venture’s Managing Director and authorised signatories. Telecommunication transmission is sufficient to comply with the written form requirement, especially via email or fax, provided that a copy of the signed declaration is transmitted.

19.5 IoT Venture may engage third parties, especially affiliated companies, to fulfil the Contract and exercise the rights arising from such a declaration. IoT Venture is entitled to transfer its rights and obligations from this contractual relationship to a third party in its entirety with a notice period of four (4) weeks.

19.6 Should any provision in these General Terms be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. Any invalid provision in the Contract shall be replaced by a provision that comes as close as possible to the commercial intentions of the invalid provision. The same applies if there is a gap or omission in this Contract. Additional conditions for software

20. Object of the licence, software

20.1 The nature of the software is determined by the documentation provided to the Client upon request before the Contract is concluded.

20.2 Integral parts of the software include the executable program code and the associated documentation. Subject to Clause 21.1 of these General Terms, the source code does not form part of the Contract.

21. FOSS, FOSS licence conditions

21.1 The software may contain FOSS components. On request, the Client shall be provided with a current list of included Free and Open Source Software (FOSS) and the corresponding applicable FOSS licence terms before the Contract is concluded or, at the latest, before the software is delivered. If the software contains FOSS components, it is paramount that the Client adheres to the applicable FOSS licence terms when handling each individual FOSS component. The Client is obligated to comply with the FOSS licence terms.

21.2 IoT Venture has the right to introduce new or updated FOSS into the software when updates, upgrades or patches are released. The Client shall be provided with the corresponding FOSS licence terms no later than when the new or updated FOSS is delivered. Clause 21.1 of these General Terms applies accordingly in all other respects.

21.3 The inclusion of FOSS in the software has no bearing on the amount that the Client must pay to IoT Venture for the software. The FOSS included in the software is provided to the Client without licence fees and without the requirement for any other monetary compensation.

a) If the Client has acquired the software with a target hardware, they may only pass the software onto the third party for use together with this hardware.

b) The Client must ensure that the third party is not granted any further rights of use to the software than those to which the Client is entitled in accordance with these General Terms. The third party must also be subject to the obligations specified in these General Terms with regard to the software as a minimum. If the Client transfers a right of use to a third party, they are obligated either to hand over all copies that they have made or received to the third party or erase them. When transferring the right of use of the software to a third party, the Client is also obligated to hand over the documentation to this party.

21.4 IoT Venture fulfils only its own licensing obligations regarding FOSS. Moreover, IoT Venture does not provide any support services that enable or make it easy for the Client to comply with its FOSS licensing obligations.

21.5 If IoT Venture provides software products from third-party providers which are not considered FOSS, IoT Venture has the right to pass on these products to the Client in accordance with the third-party provider’s applicable provisions. The Client is obligated to only use these software products in conjunction with the product.

22.1 On delivering the software, IoT Venture grants the Client the non-exclusive and perpetual right to use the software in accordance with the corresponding licence type and in compliance with the instructions in the documentation and these General Terms. The use of the software is only permitted within the scope of the licence. If not already specified in one of the provisions above,

the use of the software is also permitted in the country where the Client has their administrative headquarters.

22.2 The scope of these General Terms also covers any changes to the software that IoT Venture provides to the Client (regardless of whether they are upgrades, updates, patches or bug fixes). This is unless they are the subject of a separate agreement in which the applicability of these General Terms is expressly excluded. The Client receives a new software version when a change is installed. The Client’s rights to use the previous software version cease to exist once the change has been installed and a transition period of one (1) month comes to an end.

22.3 The Client is not entitled to issue sub-licences. If the Client relinquishes their own right to use entirely, they are entitled to transfer the rights of use assigned to them to third parties under the following conditions:

22. Usage rights

22.4 IoT Venture retains all other rights not expressly given to the Client in relation to the software, especially but not limited to all brand rights or other intellectual property rights with regard to the software. The Client is forbidden to remove or modify markings on the software (especially copyright notices, brands or serial numbers) or make them unrecognisable.

23. Client’s obligation to co-operate and provide information in the event of software errors

23.1 The Client is obliged to inform IoT Venture immediately of any errors in the software. The Client shall provide IoT Venture with all necessary information on IoT Venture’s request.

23.2 The Client shall allow IoT Venture to access the software to search for and eliminate errors. IoT Venture is entitled to choose between direct access and/or remote access to the software for this purpose.