Terms and Conditions

This is a translation of the German original for convenience only. Per Clause 16.4, the German version is legally binding.

These General Terms and Conditions ("Terms") govern the business relationship between TIKI SHARE and entrepreneurs (§ 14 BGB). Together with the order form/quotation ("Order Form"), the modules and annexes (including SLA, DPA, service descriptions/"Documentation"), they form the contract. Consumers (§ 13 BGB) are excluded from entering into a contract.

1. Scope, Definitions, Order of Precedence

1.1 B2B-Only. These Terms apply exclusively to businesses, legal entities under public law, or special public-law funds.

1.2 Definitions. "Services" means all services provided by the AN: delivery of hardware, operation of software/SaaS & API, support/SLA, and professional services (e.g., configuration, integration, development, consulting). "Documentation" means technical descriptions, manuals, release notes, and the help center provided online; it forms part of the service description.

1.3 Order of Precedence. In the event of conflicts, the following order applies: (1) Order form/quotation including individual annexes, (2) these Terms including modules/annexes (SLA, DPA), (3) documentation/service descriptions, (4) other documents. The customer's ("AG") terms and conditions do not apply unless the AN agrees to them in writing.

1.4 Online Content. The AN is entitled to update the Documentation on an ongoing basis. Changes that preserve functionality do not constitute a contract amendment.

2. Contract Formation, Modules, Terms

2.1 Contract Formation. Offers by the AN are non-binding unless expressly designated as binding. The contract is formed upon countersignature of the order form/quotation or upon commencement of performance.

2.2 Modules. Depending on the order, the following module provisions additionally apply:

Module A – Hardware Purchase & Installation
Module B – Software/SaaS & API
Module C – Support & Service Levels (SLA)
Module D – Professional Services
Module E – Data Protection / Data Processing Agreement (DPA)

2.3 Term. For SaaS/support, the terms specified in the order form apply. Unless otherwise agreed, SaaS agreements renew automatically for 12 months each, unless terminated in writing with 3 months' notice prior to the end of the term.

3. AG's Duties of Cooperation

3.1 The AG shall timely provide suitable points of contact, information, access (including admin/network access), test and production environments, installation areas, power/network connections, and any required permits.

3.2 The AG is responsible for compliance with all laws, standards, safety, and site regulations applicable at the installation/operating location (e.g., occupational safety/IT security) and shall inform the AN of any particularities.

3.3 The AG shall ensure the security of its data and systems outside the backup obligations contractually assumed by the AN.

4. Prices, Billing, Payment, Price Adjustment

4.1 Prices are stated in EUR excluding statutory VAT, plus shipping, packaging, insurance, and any customs/duties, where applicable. Travel time/costs and expenses are reimbursable if agreed.

4.2 Payment term: 14 days net from invoice date, unless otherwise agreed. In case of default, interest under § 288 (2) BGB applies (9 percentage points above the base rate). Set-off/retention rights apply only to undisputed or legally established claims.

4.3 SaaS fees are billed in advance (monthly/annually).

4.3a Start of Billing. Unless expressly agreed otherwise in the order form, the billing obligation for recurring usage fees (Module B) begins with the delivery of the associated hardware to the AG, or at the agreed installation site. The actual start of operational use (go-live) is immaterial to the billing obligation; delays in go-live that are not attributable to the AN do not affect the due date of the usage fee.

4.4 SaaS Price Adjustment. The AN may adjust recurring fees if costs change materially (e.g., personnel, energy, data center, licenses). Adjustments are based on the Consumer Price Index (CPI) and objective cost drivers and will be announced at least 60 days before taking effect. If an adjustment exceeds 7% p.a., the AG has a special right of termination effective upon the adjustment date.

4.5 Project/Hardware Payments. Unless otherwise agreed: 40% upon order/kick-off, 40% upon readiness for shipment/installation date, 20% upon acceptance (Modules A/D).

5. Delivery, Passing of Risk, Acceptance

5.1 Hardware Delivery. Delivery periods are non-binding unless expressly designated as binding. Risk passes upon handover to the carrier (EXW/ex works, unless otherwise agreed).

5.2 Storage Fee. In case of delay in acceptance by the AG, the AN may charge a storage fee of 0.5% of the net hardware price per commenced month (max. 5%). Further rights remain unaffected.

5.3 Acceptance of Work/Project Services. Services under Module D shall be accepted according to agreed criteria (acceptance protocol/test cases). Partial acceptance is permitted. If the AG does not refuse acceptance within 10 business days, stating material defects, the service is deemed accepted.

6. Retention of Title and Rights to Results

6.1 Hardware. Delivered hardware remains the property of the AN until paid in full.

6.2 Software/SaaS. No ownership rights are transferred in software, source code, standard libraries, or platforms; usage rights are governed by Module B.

6.3 Results. Rights in IP pre-existing with the AN remain with the AN. For customer-specific work results, the AN grants – upon payment in full – a simple, non-transferable, perpetual right of use for the contractual purpose; further rights require written agreement.

7. Warranty (Hardware) and Duty to Give Notice of Defects

7.1 Hardware Warranty. For new hardware, the AN provides a warranty to the AG for 12 months from passing of risk. Wear parts are excluded.

7.2 Inspection/Notice of Defects. The AG shall inspect the goods without delay and give written notice of obvious defects within 8 days (§ 377 HGB). Non-obvious defects must be reported without delay upon discovery.

7.3 Subsequent Performance. The AN is first entitled to remedy defects (repair or replacement). If this fails, the AG may – without prejudice to any claims for damages – reduce the price or withdraw from the contract regarding the affected delivery.

7.4 Exclusions. No claim exists for improper use, unauthorized modifications by the AG or third parties, use of non-approved parts/consumables, normal wear and tear, or external influences outside the specification.

8. Liability

8.1 The AN is liable without limitation for intent, gross negligence, injury to life, body, or health, in case of an assumed guarantee, fraud, and under the Product Liability Act.

8.2 Simple Negligence. In case of simple negligence, the AN is liable only for breach of material contractual obligations (cardinal obligations); liability is limited, per contract year, to 100% of the net annual fees paid by the AG in the relevant contract year, capped at EUR 100,000.

8.3 Consequential Damages. Liability for indirect damages, loss of profit, missed savings, and data loss is excluded, unless a case under 8.1 applies. For data loss, the AN is liable only to the extent the AG has performed its own backup obligations or the AN has culpably failed to provide contractually agreed backups.

9. Confidentiality and References

9.1 Confidentiality. Both parties shall treat business and trade secrets, as well as information marked confidential, as confidential and use it solely for the performance of the contract. This obligation applies during the contract term and for 3 years thereafter.

9.2 References. The AN may name the AG as a reference (logo, short text) unless the AG objects in writing.

10. Force Majeure

10.1 Events beyond reasonable control (e.g., strikes, epidemics, official orders, supply chain/data center disruptions, energy/transport shortages, telecommunications network failures, natural events) suspend performance obligations for the duration of the disruption plus a reasonable ramp-up period.

10.2 The affected party shall inform the other party without delay. If the disruption lasts longer than 60 days, either party may terminate the affected part of the contract for cause.

11. Data Protection, Data Security, Telemetry (Module E/DPA)

11.1 Roles. If the AN processes personal data on behalf of the AG, the parties shall enter into a data processing agreement (DPA) under Art. 28 GDPR prior to commencement of processing. The DPA takes precedence over conflicting data protection provisions in these Terms.

11.2 Data Sovereignty & Export. The AG's data remains within its sovereignty. The AN shall provide the AG with a data export in common formats during the contract term and up to 60 days after contract end; thereafter, data will be deleted, subject to statutory retention obligations.

11.3 Security. The AN implements appropriate technical and organizational measures (including access control, role/rights concepts, encryption in transit/at rest, logging, backup/restore, patch/vulnerability management).

11.4 Telemetry/Remote Access. To the extent necessary to provide the Services, the AN may process diagnostic data (logs/telemetry) and access systems remotely for support/troubleshooting purposes; access is logged.

12. Export Control, Sanctions, Compliance

12.1 The AG undertakes to comply with export control and sanctions regulations and to provide the AN with any required information.

12.2 In case of violations, the AN is entitled to refuse services or terminate the contract for cause.

13. Subcontracting

13.1 The AN may engage subcontractors. Where personal data is processed, the provisions of the DPA apply (including the list of subprocessors and notice periods).

14. Module Provisions

Module A – Hardware Purchase & Installation

A.1 Delivery & passing of risk per Clause 5.1.

A.2 Warranty per Clause 7.

A.3 Installation/acceptance: acceptance protocol; functional and integration tests per specification sheet; partial acceptance permitted.

Module B – Software / SaaS & API

B.1 Usage Rights. The AN grants the AG, for the contract term, a simple, non-exclusive, non-transferable right to use the SaaS/software including the API within the contractually agreed scope. Sublicensing and lending are prohibited. Reverse engineering is prohibited unless mandatorily permitted by law.

B.2 Availability & Maintenance. Target availability: 99.5% per calendar month, excluding announced maintenance windows. The AN is entitled to further develop the software, fix errors, and implement security measures. "Breaking changes" to the API will be announced with reasonable notice (at least 90 days); de-support of older versions will be announced with reasonable notice.

B.3 Fair Use & Security. The AG shall use authentication procedures, observe rate limits, and refrain from load/security testing without prior consent. The AG shall protect access credentials against unauthorized access and inform the AN without delay of any suspected misuse.

B.4 Third-Party Systems/OSS. Where open-source components are used, their license terms apply in addition; the AN will provide an overview upon request/in the Documentation.

Module C – Support & Service Levels (SLA)

C.1 Service Hours. Mon–Fri 09:00–17:00 CET (excluding public holidays in Brandenburg/Berlin), unless otherwise agreed.

C.2 Incident Management. Response/resolution targets per SLA matrix (annex). Prioritization: P1 (critical) to P3 (normal).

C.3 Service Credits. If availability targets are not met, the AG's sole remedy is service credits under the SLA. Further claims arising from the same SLA breach are excluded; Clause 8 remains unaffected.

Module D – Professional Services

D.1 Approach. Services per specification sheet/backlog; milestones; change requests with documented price/schedule impact.

D.2 Acceptance. Clause 5.3 applies accordingly.

D.3 Rights. Clause 6.3 applies accordingly.

Module E – Data Protection / DPA

E.1 DPA. The parties shall enter into a DPA under Art. 28 GDPR (annex) prior to commencement of data processing.

E.2 Precedence. In case of conflicts between the DPA and these Terms, the DPA prevails.

15. Assignment, Transfer, Set-Off

15.1 Rights and obligations may only be assigned/transferred with the other party's prior written consent. § 354a HGB remains unaffected.

15.2 Set-off/retention only in accordance with Clause 4.2.

16. Final Provisions

16.1 Written Form. Amendments/supplements require written form; electronic signature is sufficient.

16.2 Severability. Should any provision be invalid, the remainder of the contract remains valid. The invalid provision shall be replaced by one that most closely reflects its economic purpose.

16.3 Governing Law & Jurisdiction. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction is, to the extent legally permissible, Potsdam.

16.4 Language. The German version is authoritative. Translations are provided for convenience only.