General Terms and Conditions for Shop Rental

Table of Contents

A. General Terms and Conditions

1. Scope of Application
2. Services of the Provider
3. Service Modifications
4. Conclusion of Contract
5. Granting of Usage Rights
6. Customer's Obligations
7. Moderation and Restriction of Content
8. Remuneration and Payment Terms
9. Contract Duration and Contract Termination
10. Liability for Defects
11. Liability
12. Amendment of the GTC
13. Applicable Law, Place of Jurisdiction

B. Annex: Regulations for Provider Switching

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

A. General Terms and Conditions

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter "GTC") of ASCEND GmbH (hereinafter "Provider") shall apply to all contracts concluded by an entrepreneur (hereinafter "Customer") with the Provider regarding the services presented by the Provider on its website. The inclusion of the Customer's own conditions is hereby objected to, unless otherwise agreed.

1.2 An entrepreneur within the meaning of these GTC is a natural or legal person or a legally capable partnership that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

1.3 Entrepreneurs within the meaning of these GTC also include authorities or other public law institutions if they act exclusively under private law when concluding the contract.

1.4 These GTC shall also apply exclusively if the Provider, with knowledge of conflicting or deviating conditions of the Customer, performs the service for the Customer without special reservation.

2) Services of the Provider

2.1 Establishment and Provision of an Online Shop

The Provider shall set up an online shop for the Customer, whereby the Customer can select from various shop designs specifically defined by the Provider. The Provider may use standard software provided by third parties for this purpose to fulfill its contractual obligations. The Provider is responsible for obtaining the necessary usage rights for this purpose. The content and scope of the Provider's owed service result from the respective service description on the Provider's website.

After establishing the online shop, the Provider stores it on a server and makes it accessible to the Customer.

The Customer can edit the content of their online shop independently via a password-protected administration area, but cannot influence fundamental design elements such as background colors, proportions, page layout, etc. The editing capabilities permit in particular the insertion and deletion of pages, the navigation adjustments required thereby, the replacement and insertion of images and graphics in areas specifically designated and created for this purpose, text modifications, as well as the insertion of hyperlinks.

The respective service description on the Provider's website is authoritative for the characteristics of the shop software provided by the Provider. The Provider does not owe any characteristics of the software beyond this.

2.2 Maintenance of the Shop Software

The Provider assumes the maintenance of the shop software described in more detail in the service description on its website.

The maintenance includes

the updating of the software (updates),

the documentation of the work performed,

the maintenance and restoration of the software's operational readiness,

periodic maintenance services such as software tests, etc.

The following are notably not owed: the instruction and training of the Customer's personnel, the replacement of the Customer's hardware or operating system, as well as individual adaptations of the software. This also applies to the elimination of malfunctions and damage caused by improper operation by the Customer, faulty hardware, interruption of the power supply, actions by third parties, or force majeure.

2.3 Hosting

The online shop is hosted by the Provider, whereby the Provider may use the services of third parties to fulfill its contractual obligations.

The contents are made available on a server for retrieval via the internet under an internet domain allocated to the Customer. The Provider's services in the transmission of data are limited solely to the data communication between the transfer point of the Provider's own data communication network to the internet and the server provided for the Customer. The Provider is not able to influence data traffic outside its own communication network. Successful forwarding of information from or to the computer querying the contents is therefore not owed to this extent.

The Provider's hosting service is offered subject to availability. 100 percent availability is not technically realizable and can therefore not be guaranteed to the Customer by the Provider. However, the Provider endeavors to keep the service available as constantly as possible. In particular, maintenance, security, or capacity concerns as well as events outside the Provider's control (disruptions of public communication networks, power failures, etc.) may lead to disruptions or temporary decommissioning of the service.

2.4 The Provider renders the aforementioned services with an overall availability of 99 percent.

Availability is calculated on the basis of the time falling within the respective calendar month during the contract period minus maintenance times. The Provider will carry out maintenance work, as far as possible, during periods of low usage.

2.5 The contents of the storage space intended for the Customer are regularly backed up by the Provider. Details on the frequency and procedure of the backup result from the Provider's service description. The Customer has no claim to the release of backup media, but only to the restoration of the backed-up contents to the server.

The Provider is entitled to adapt the hardware and software used for rendering the services to the respective state of the art. If such adaptation results in additional requirements for the contents stored on the server for the Customer in order to guarantee the Provider's rendering of services, the Provider will inform the Customer of these additional requirements in good time. In this case, the Customer must inform the Provider by no later than four weeks before the conversion date whether it will adapt its contents to the additional requirements in good time - i.e., by no later than three working days before the conversion date. If the Customer refuses to adapt its contents or does not declare its agreement to do so within the aforementioned period to the Provider, the Provider may terminate the contractual relationship with effect from the conversion date.

2.6 Procurement of an Internet Domain

The Provider also assumes the procurement of the internet domain(s) under which the online shop is to be made accessible. For this purpose, the Customer must designate the internet domain(s) it desires. The Provider does not guarantee the availability of the desired domain(s) or the non-infringement of third-party rights (e.g., name, trademark, or title rights) by the registration of the desired domain(s) for the Customer. If the desired domain(s) should no longer be available, the Provider will inform the Customer immediately and submit up to three alternative suggestions that come as close as possible to the originally desired domain. The Customer must then decide within a reasonable period set by the Provider for one of the alternative suggestions. If the Customer lets the reasonable period set by the Provider pass without result, the Provider is entitled to select a domain for the Customer. The obtaining of rights to domains already registered for third parties by the competent awarding authority is not the responsibility of the Provider. The integration of an external domain managed by another provider is not permitted.

The Provider must register the domain in the name and for the account of the Customer. In particular when selecting the domain name and the registration authority as well as in the negotiations on the conditions, the Provider must independently safeguard the Customer's financial interests and deploy its expertise in the Customer's service. It must provide the Customer with information and render accounts on the status and progress of its endeavors in this matter at any time upon request.

All rights and name rights acquired in the domain shall vest in the Customer.

2.7 Entry in Search Engines, Search Engine Optimization

Unless the service description on the Provider's website provides otherwise, the Provider is not obligated to register the online shop with certain search engines or to optimize it for findability in certain search engines.

3) Service Modifications

3.1 The Provider reserves the right to modify the offered services or offer different services, unless this is not reasonable for the Customer.

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

• insofar as it is obligated to do so due to a change in the legal situation;
• insofar as it complies with a court judgment or authority decision directed against it;
• insofar as the respective modification is necessary to close existing security gaps;
• if the modification is only advantageous for the Customer; or
• if the modification is purely technical or procedural in nature without significant effects for the Customer.

3.3 Modifications with only insignificant influence on the Provider's services do not constitute service modifications within the meaning of this provision. This applies in particular to purely graphical modifications and mere changes 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 to submit a binding offer by the Customer.

4.2 The Customer can submit the offer via the online order form provided on the Provider's website. Hereby, after entering its personal data, the Customer submits a legally binding contract offer in respect of the selected services by clicking the button that concludes the ordering process. Furthermore, the Customer can also submit the offer by email, fax, post, or telephone to the Provider.

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

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer is decisive in this respect, or
• by requesting the Customer to make payment after submitting its order.

If several of the aforementioned alternatives are present, the contract is concluded at the point in time when one of the aforementioned alternatives occurs first. 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 its declaration of intent.

4.4 When submitting an offer via the Provider's online order form, the Provider stores the contract text after conclusion of the contract and transmits it to the Customer in text form (e.g., email, fax, or letter) after submission of its order. A further making available of the contract text by the Provider does not take place. If the Customer has set up a user account on the Provider's website before submitting its order, the order data will be archived on the Provider's website and can be accessed by the Customer free of charge via its password-protected user account by providing the corresponding login data.

4.5 Before the binding submission of the order via the Provider's online order form, the Customer can continuously correct its entries using the usual keyboard and mouse functions. Furthermore, all entries are displayed again in a confirmation window before the binding submission of the order and can also be corrected there using the usual keyboard and mouse functions.

4.6 German is available for the conclusion of the contract.

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

5) Granting of Usage Rights

5.1 The Provider grants the Customer the non-exclusive right, limited in time to the duration of the contract concluded with the Provider, to use the provided online shop for its own commercial purposes and assures that it is entitled to grant this usage right. The granting of rights is not limited to uses on the internet, but also includes exploitation in other ways, e.g., in radio and television or in print versions as well as in all other possible ways.

5.2 The Customer may use the provided online shop only for itself and only for the purposes arising from the contract with the Provider. In particular, the Customer is not entitled, without the Provider's express consent, to make the online shop available to third parties for use.

5.3 The Customer is entitled to subsequently edit the online shop within the limits of these GTC. Further editing or modification of the online shop is only permitted with the Provider's separate consent.

5.4 The Provider is entitled to use the online shop at any time for demonstration purposes or as a reference for its work. For this purpose, it may, among other things, make reproductions of individual parts of the online shop (e.g., thumbnails), in particular of the homepage, publicly display, exhibit, present, broadcast, or otherwise exploit the online shop. However, it must always take the Customer's rights into account in doing so. The right extends to the online shop in the version provided by the Provider as well as to later versions, provided that the original design content has not been completely superseded by the modifications.

6) Customer Obligations

6.1 The Customer must provide the Provider with all contents required for setting up the online shop, such as texts, images, videos, in the file formats and file sizes specified by the Provider on its website. The Customer is solely responsible for the procurement and acquisition of rights to these contents.

6.2 The contents stored by the Customer on the storage space intended for it may be protected by copyright and data protection law. The Customer grants the Provider the right to make the contents stored by it on the server accessible upon queries via the internet, in particular to reproduce and transmit them for this purpose and to reproduce them for data backup purposes. The Customer examines on its own responsibility whether its use of personal data complies with data protection requirements.

6.3 The Customer obligates itself not to store on the provided storage space any contents that violate applicable law or infringe the rights of third parties. The Customer shall further ensure that programs, scripts, etc. 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.

6.4 The Customer shall indemnify the Provider against all claims asserted by third parties against the Provider due to infringement of their rights based on contents stored by the Customer on the server. The Customer shall bear the costs of necessary legal defense including all court and attorney costs in a reasonable amount. This does not apply if the legal infringement is not attributable to the Customer. The Customer is obligated, in the event of third-party claims, to immediately, truthfully, and completely provide the Provider with all information necessary for examining the claims and a defense.

6.5 In the event of an imminent or occurred violation of the above obligations as well as when non-evidently unfounded claims of third parties are asserted against the Provider based on the contents stored on the server, the Provider is entitled, taking into account the Customer's legitimate interests, to temporarily discontinue the connection of these contents to the internet in whole or in part with immediate effect. The Provider will inform the Customer of this measure without undue delay.

6.6 If programs, scripts, etc. 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 can deactivate or uninstall these programs, scripts, etc. If the elimination of the danger or impairment requires this, the Provider is also entitled to interrupt the connection of the contents stored on the server to the internet. The Provider will inform the Customer of this measure without undue delay.

6.7 For access to the storage space intended for the Customer, the Customer receives a user identification and a changeable password. The Customer is obligated to change the password at regular intervals. The Customer may only share the password with persons who have been authorized by it to access the storage space.

7) Moderation and Restriction of Contents

The Provider is fundamentally not obligated to proactively check the lawfulness of contents posted by Customers or their compatibility with third-party rights or these GTC. Nevertheless, the Provider reserves the right, in individual cases on its own initiative, to check the Customer's contents for their lawfulness and to take measures according to the following provisions in the event of established violations.

8) Remuneration and Payment Terms

8.1 Unless the Provider's offer provides otherwise, the stated prices are net prices, which apply plus the statutory value-added tax.

• The remuneration for the Provider's services is payable by the Customer annually in advance, unless otherwise agreed. The obligation to pay the remuneration begins with the activation of the storage space by the Provider.
• The remuneration for the Provider's services is payable by the Customer monthly in advance by no later than the fifth working day of each month, unless otherwise agreed. The obligation to pay the remuneration begins with the activation of the storage space by the Provider. For the month in which the initial activation takes place, the remuneration for each day following the activation is 1/30 of the agreed amount.

• The remuneration is collected annually by direct debit (direct debit) from the Customer's bank account. The Customer grants the Provider a SEPA direct debit mandate revocable at any time. If the direct debit is not honored due to insufficient account funds or due to the provision of incorrect bank details, or if the Customer objects to the direct debit although not entitled to do so, the Customer shall bear the fees incurred by the respective financial institution for the return debit, if it is responsible for this.
• The remuneration is collected monthly by direct debit (direct debit) from the Customer's bank account. The Customer grants the Provider a SEPA direct debit mandate revocable at any time. If the direct debit is not honored due to insufficient account funds or due to the provision of incorrect bank details, or if the Customer objects to the direct debit although not entitled to do so, the Customer shall bear the fees incurred by the respective financial institution for the return debit, if it is responsible for this.

8.4 The Provider's rendering of services is linked to the Customer timely fulfilling its payment obligations. If the Customer defaults on payment for two consecutive payment intervals with a not insignificant portion of the owed remuneration, the Provider can terminate the contractual relationship for good cause without observing a notice period.

9) Contract Duration and Termination

9.1 The contract is concluded for an indefinite period, but for a minimum duration of one year (minimum term). During the minimum term, the contract can be terminated with a notice period of three months to the end of the minimum term. If the contract is not terminated in due time, it extends by another year each time and can then be terminated again with a notice period of three months to the end of the respective contract period.

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

9.3 Terminations must be made in writing or in text form (e.g., by email).

10) Defect Liability

For defects in the functionality of the online shop, the Provider is liable according to the statutory provisions, insofar as nothing else results from the following regulations.

11) Liability

The Provider shall be liable to the Customer for all contractual, pre-contractual, and statutory, also tortious claims for damages and reimbursement of expenses as follows:

11.1 The Provider is unlimitedly liable under any legal grounds

• in cases of intent or gross negligence,
• in cases of intentional or negligent injury to life, body, or health,
• based on a guarantee promise, insofar as nothing else is regulated in this regard,
• based on mandatory liability such as under the Product Liability Act.

11.2 If the Provider negligently breaches a material contractual obligation, its liability is limited to the typically foreseeable damage, unless it is unlimitedly liable according to the preceding paragraph. Material contractual obligations are obligations that the contract imposes on the Provider according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible at all and on the compliance with which the Customer may regularly rely. Otherwise, the Provider's liability is excluded, unless it is unlimitedly liable according to the preceding paragraph.

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

12) Amendment of the GTC

12.1 The Provider reserves the right to amend these GTC at any time without stating reasons, unless this is not reasonable for the Customer. The Provider will inform the Customer of amendments to the GTC in good time in text form. If the Customer does not object to the validity of the new GTC within a period of four weeks after notification, the amended GTC shall be deemed accepted by the Customer. The Provider will point out to the Customer in the notification its right of objection and the significance of the objection period.

12.2 The Provider furthermore reserves the right to amend these GTC,

• insofar as it is obligated to do so due to a change in the legal situation;
• insofar as it complies with a court judgment or authority decision directed against it;
• insofar as it introduces additional, entirely new services, facilities, or service elements that require a service description in the GTC, unless the previous usage relationship is thereby changed to the detriment of the Customer;
• if the amendment is only advantageous for the Customer; or
• if the amendment is purely technically or procedurally necessitated, unless it has significant effects for the Customer.

12.3 The Customer's right of termination remains unaffected by this.

13) Applicable Law, Place of Jurisdiction

13.1 The law of the Federal Republic of Germany shall apply to all legal relationships of the parties.

13.2 If the Customer acts as a merchant, a legal entity under public law, or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the Provider's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Provider's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. However, in the above cases, the Provider is in any event entitled to call upon the court at the Customer's registered office.

B. Annex: Regulations on Provider Switching

1) Scope of Application

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

2) Definitions

2.1 "Data processing service" within the meaning of these GTC is a digital service that is provided to the customer and enables a comprehensive and on-demand network access to a jointly used pool of configurable, scalable, and elastic computing resources of a centralized, distributed, or highly distributed nature that can be provisioned and released quickly with minimal management effort or minimal interaction of 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, irrespective of the contractual relationship with the data processing service to which they wish to switch.

2.3 "ICT infrastructure in own premises" within the meaning of these GTC are ICT infrastructure and computing resources that are owned by the customer or rented or leased by the customer and that are located in the customer's data center and are operated by them or by a third party.

2.4 "Switch" within the meaning of these GTC is a process in which the provider, the customer, and, if applicable, a receiving provider of data processing services are involved and in which the customer switches from the use of the provider's data processing service to the use of another data processing service of the same service type or another service offered by another provider of data processing services or to one provided by an ICT infrastructure in own premises, also through extraction, transformation, and uploading of data.

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

3) Pre-contractual Information

3.1 Prior to ordering the data processing services, the provider shall provide the customer with clear information on the following points:

• its standard compensation and, if applicable, penalties for early termination;
• the switching fees;
• services that require a highly complex or costly switch or for which a switch is not possible without significant impairment of the data, digital assets, or service architecture, if relevant;
• specific services for which the switching and termination obligations do not apply, if applicable;
• a complete listing of the categories of data and digital assets that can be transferred, including at minimum all exportable data;
• a complete listing of the categories of data that are specific to the internal functioning of the provider's data processing service and are exempt from the data export obligation if there is a risk of violation of the provider's trade secrets;
• clear information about known risks for 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 shall agree on a switching and exit plan (hereinafter "Plan"), which in particular contains:

• details on switching and exit assistance, including the porting methods and formats as well as the steps required to carry out the switching process;
• the contact persons designated by the customer or by the provider to execute the Plan;
• an estimate of the time required for the export and transfer of data and digital assets from the original provider's environment;
• limitations and technical restrictions, 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 testing method proposed by the provider, if tests are to be carried out.

4.2 Upon the customer's request, the provider must make available to the personnel designated by the customer (or other third parties authorized by the customer) information to explain the relevant procedures.

4.3 Upon the customer's request, the provider undertakes to either organize a test or support 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 shall analyze the causes in good faith and work towards solutions.

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

5) Initiation of the Switching Process

5.1 The customer must send the provider a switching notification, observing a notice period of 2 months, stating that they are initiating the switch. If the customer only wishes to transfer certain services, data, or digital assets, they must indicate this in the notification.

5.2 In the switching notification, the customer must state whether they intend:

• to switch to another provider of data processing services. In this case, the customer should provide the necessary details about 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 shall confirm receipt of the switching notification to the customer within 3 business days at the latest via the same communication channel used by the customer.

6) Transition Period

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

6.2 If the provider cannot comply with the agreed transition period for technical reasons, it undertakes to:

• notify the customer in writing or in text form within 14 business days of receipt of the termination;
• specify an alternative transition period that must not exceed seven (7) months from the date of the customer's termination notification; and
• provide a reasonable justification for the technical impossibility.

The customer must confirm receipt of this extension notification in writing or in text form within 3 business days.

6.3 The customer may extend the transition period once by a period that they consider appropriate for their purposes, but not longer than 3 months. For complex migrations, the parties may agree by mutual consent on a longer period, but not exceeding 12 months. The customer must inform the provider by the end of the original transition period in writing or in text form of their intention and specify the alternative transition period. The provider shall confirm receipt of such an extension notification to the customer in writing or in text form within 3 business days.

7) Provider's Obligations During the Switching Process

The provider undertakes to reasonably assist the customer and third parties commissioned by the customer from the beginning 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, reasonable information (including the documentation required to carry out the switch) and technical support. If problems are identified, the provider and the customer shall analyze the causes in good faith and work towards solutions;
• act with the requisite diligence to maintain business continuity and continue to provide the contractual functions or services;
• maintain a high level of security throughout the entire switching process, particularly for the security of data during their transfer.

8) Customer's Obligations

8.1 The customer undertakes to take all reasonable measures to achieve an effective switch. The customer is responsible for importing and implementing 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 further undertakes to grant third parties or the target provider access to these materials and, where applicable, to grant sub-licenses 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 observing the confidentiality obligations as well as the intellectual property rights granted by the provider.

9) Retrieval and Deletion of Data

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 expiration of the agreed transition period. The parties may agree on a longer period if this is appropriate taking into account the mutual interests.

9.2 After the agreed data retrieval period has expired 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 confirm to the customer that it has done so. This does not apply to exportable data that the provider must retain under mandatory EU law or the law of the EU member states, provided that the provider informs the customer which exportable data it retains, for how long, and for what reasons.

10) Compensation for the Switching Process and Exit Fees

The provider shall not charge any additional compensation for the switching process.

11) Termination of the Switching Process

11.1 As soon as the customer informs the provider that the switching process has been successfully completed, the provider shall promptly inform the customer about the termination of the contract. If the customer does not inform the provider of a successful switch or the absence thereof, although the provider has legitimate grounds to believe that the switch has been successfully completed by the customer, the provider may request confirmation from the customer that the switch has been successfully completed. If the customer does not confirm the successful switch within 30 working days of this request, it shall be assumed that the switch was not successful, and the contract shall not be terminated but shall continue on the existing terms.

11.2 If the customer does not wish to switch but only wishes 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) Contract Termination

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

• with the successful completion of the switching process;
• after expiration 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 clauses on termination due to statutory provisions or related cases, such as the following:

• a contracting party applies for a payment deferment or suspension of payments or a contracting party has been declared insolvent;
• a contracting party has still not complied with a material or other obligation under the contract in a timely manner, which (either contractually or by law) leads or may lead to termination of the contract;
• a party has become aware of a change in ownership or power of disposal that contractually or legally leads or may lead to termination of the agreement;
• the agreement is declared void due to a breach of or change in applicable mandatory law, or;
• similar or identical situations or other situations that contractually or legally lead or may lead to termination of the agreement,

the agreement together with the agreed services and functions shall not be terminated or expire before one of the events pursuant to the preceding paragraph has clearly occurred. This shall not affect other rights or remedies available to one party against the other party.

The customer may agree with the provider on success criteria for the switch as well as 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, enable a timely data transfer, and maintain service continuity. In doing so, the provider shall, upon the customer's request, assist the customer in determining the reasons for the unsuccessful switch and inform them how the identified obstacles can be eliminated or circumvented.

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

12.4 The switching process shall be deemed successfully completed when:

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

12.5 If the customer decides at the end of the transition period 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 certain additional time with limited functionality, or if the customer and the provider have agreed to maintain the contract without the provision of certain services, unless the customer expressly orders otherwise, this may only take place after:

• the agreed notice period has expired,
• the transition period has expired, and
• an alternative period for data retrieval 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 compensation for this additional period).

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

12.6 The right of the contracting parties to terminate the contractual relationship in the case of an indefinite contract by ordinary termination shall remain unaffected, provided that the reason for termination is neither a provider switch nor – on the part of the customer – an intention to delete data.

12.7 If the contract was expressly concluded for a specific duration and the expiration 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 shall begin on the expiration date of the contract and the provider shall provide reasonable assistance with the switch;
• the above regulations on a successful or unsuccessful completion of the switching process shall apply accordingly.

Stand: 21.08.2026, 00:57:42