General Terms and Conditions (GTC) of dx frontier GmbH

Status: [September 2025]

§ 1 Scope, definitions, applicability

1. These General Terms and Conditions apply to all contracts for the use of the software/SaaS platform (hereinafter referred to as "Service", "Software", "Platform") between dx frontier GmbH [Im Technologiepark 5, 69469 Weinheim HRB 719397 AG Mannheim (hereinafter referred to as "Provider") and the customer (hereinafter referred to as "Customer").
2. Any differing, conflicting or supplementary terms and conditions of the customer will not be recognized unless the provider expressly agrees to their validity in writing.
3. Should any provision of these Terms and Conditions be or become invalid, the remainder of the contract shall remain in full force and effect. The parties undertake to replace the invalid provision with a valid one that comes as close as possible to the intended economic purpose.
4. Definitions of terms (examples, depending on the contract):
   a) "SaaS contract": Contract for the use of the software via the Internet, without the customer performing a local installation.
   b) “Users”: persons designated by the customer who are authorized to use the software.
   c) "Contract duration": Term of the SaaS contract according to § 4.
   d) "Availability": Accessibility and operational readiness of the platform (possibly defined in SLA).
   e) "Support / Maintenance": Measures for troubleshooting, updates, patches, etc.

§ 2 Subject matter of the contract, scope of services

1. dx frontier GmbH provides customers with a software solution ("dx starter") on a subscription basis. The solution is operated on a cloud infrastructure provided on platforms such as SAP Business Technology Platform (SAP BTP), Microsoft Azure, STACKIT, or comparable cloud services.
2. The provider selects the underlying platform based on technical, economic, and security considerations, or, in the case of individual configuration, takes the customer's preference into account. The specific platform selection is documented in the respective service description or order.
3. The provider may perform updates, upgrades, patches, maintenance, and further development of the software. If this results in changes to functionalities, the provider will endeavor to consider the customer's legitimate interests.
4. The provider may also provide additional services such as data migration, training, or integrations (if contractually agreed upon), which will be billed separately.
5. The provider performs regular backups of customer data, provided this is technically feasible and contractually required and stipulated.
6. The software solution "dx starter" includes functions based on generative artificial intelligence (AI), specifically Large Language Models (LLMs). These functions support users in analyzing, planning, creating, or controlling technical processes, for example, through generated text suggestions, automated configurations, or interactive dialogues.
7. The AI's responses or suggestions are solely for support purposes and do not relieve users of their own responsibility for review, evaluation, and application.
8. The provider does not guarantee continuous availability (100%), particularly during maintenance work, force majeure, third-party influences, or unforeseen disruptions. A Service Level Agreement (SLA) can define availability targets and compensation.

§ 3 Customer's duty to cooperate

1. The customer ensures that the system requirements (e.g., internet connection, browser, hardware) are met and that the environment is suitable for use.
2. The customer is obligated to keep access data (e.g., login, password) confidential and to prevent unauthorized access.
3. The customer must report any malfunctions or defects to the provider immediately and provide all information and access necessary for troubleshooting.
4. The customer is responsible for the correct input and use of the software (e.g., data quality, formats, permissions).
5. The customer performs their own data backups to the extent technically possible and reasonable (especially if the provider does not offer comprehensive backup services).

§ 4 Contract duration, termination, renewal

1. The contract begins upon activation of the service (e.g., after confirmation or first use) and runs for the duration specified in the order (e.g., annual subscription).
2. Unless otherwise agreed, the contract automatically renews for the original term if it is not terminated with [e.g., 30 days' notice] prior to the end of the respective term.
3. The right to extraordinary termination for cause remains unaffected. Cause for termination exists in particular if a party materially breaches its obligations and fails to remedy the breach within a reasonable period despite written notice.
4. Upon termination or expiry, the customer must pay all outstanding fees; the provider will suspend access and may delete the data after a grace period (possibly with prior notice and an export option).
5. To the extent contractually provided, the customer will be given the option to export their data or migrate it to their own systems.

§ 5 Prices, payment terms, blocking

1. The customer pays the agreed usage fee (subscription, add-on modules, consulting) according to the payment schedule (monthly, annually, etc.).
2. Invoices are payable within [e.g., 30 days, net without deduction], unless otherwise agreed.
3. In case of late payment, the provider may, after issuing a reminder and setting a deadline, block access or suspend the service; the payment claim remains valid.
4. In the event of price adjustments, the provider will inform the customer in a timely manner (e.g., [30 days] before the change takes effect). If the price increase exceeds a certain threshold (e.g., 10%), the customer has the right to terminate the contract with immediate effect.
5. Payments may only be offset against undisputed or legally established counterclaims.

§ 6 Warranty

1. The provider guarantees the basic functionality of its software solution within the agreed operating environment. The continuous availability, performance, or security of the underlying cloud platform (e.g., SAP BTP, Azure, STACKIT) is not under the provider's direct control and is excluded from the warranty.
2. Within the scope of statutory warranty rights, the provider is obligated to provide the contractually guaranteed software functions for the duration of the contract.
3. The customer must report defects in writing without undue delay. In the case of a justified complaint, the provider will, at its discretion, either repair the software or provide a replacement.
4. For minor defects that only insignificantly impair use, there is no entitlement to rescission or damages.
5. Warranty claims expire within [e.g., 12 months] of performance or notification of defects, to the extent permitted by law.
6. Obvious defects must be reported immediately after commissioning; otherwise, they are deemed accepted.

§ 7 Liability

1. The provider is liable for damages resulting from outages, performance limitations, or security vulnerabilities of the underlying cloud platform (e.g., SAP BTP, Azure, STACKIT) only in cases of intentional or grossly negligent selection. Strict liability for third-party platform services is excluded.
2. The provider is liable without limitation – regardless of the legal basis – in cases of intent and gross negligence.
3. In cases of simple negligence, the provider is liable only if a material contractual obligation (cardinal obligation) is breached, and only up to the amount of typically foreseeable damages.
4. The provider is not liable for damages arising from the use of AI-generated suggestions, analyses, or automated texts, unless these have been reviewed or approved by the provider. Users are obligated to verify the accuracy, completeness, and appropriateness of all content generated by LLM functions before using them.
5. The LLM services are generally provided by third-party vendors such as OpenAI, SAP, Aleph Alpha, or Mistral. The provider makes no warranty regarding their availability, quality of results, or security.
6. The provider is not liable for indirect damages, lost profits, data loss, or consequential damages to the extent permitted by law.
7. Liability under the Product Liability Act or for personal injury remains unaffected.
8. To the extent that liability is excluded or limited, this also applies to vicarious agents.

§ 8 Usage rights, copyrights, license

1. The provider grants the customer a non-exclusive, non-transferable right to use the software and associated documentation for the duration of the contract and to the agreed extent.
2. The customer has no rights beyond the agreed use – in particular, no right to reproduce, modify, translate, or distribute – unless expressly permitted.
3. The customer may only permit third parties to use the software if this is expressly permitted by contract.
4. All rights to the software, source code, documentation, and further developments remain with the provider or its licensors.
5. The customer is not authorized to circumvent or disable technical protection mechanisms (e.g., copy protection, license checks).

§ 9 Data protection, data processing, data backup

1. The provider processes personal data in accordance with applicable data protection regulations (in particular the GDPR).
2. If the customer processes personal data via the service, the parties will conclude a data processing agreement (DPA) pursuant to Article 28 of the GDPR (where required).
3. The provider takes appropriate technical and organizational measures to protect the data against unauthorized access, loss, or destruction.
4. The provider is entitled to replicate data to secure backup systems to the extent necessary to ensure the service.
5. When using AI functions within the platform, content (e.g., questions, texts, configurations) may be temporarily shared with external LLM services to enable context-sensitive responses. This processing is carried out exclusively within the framework of legal requirements and in accordance with applicable data processing agreements.
6. If personal data is involved, the LLMs used will not permanently store or create profiles. Users should avoid disclosing sensitive or identifying information.
7. If data is transferred to third countries outside the EU/EEA, the requirements of the GDPR apply (e.g., adequacy decision, standard contractual clauses, etc.).
8. The provider uses cloud platforms from various providers to deliver its services. These providers (e.g., SAP SE, Microsoft Corporation, STACKIT by Schwarz IT KG) may act as sub-processors or sub-processors within the meaning of the GDPR. The provider ensures that a data processing agreement compliant with the GDPR has been concluded with all relevant platform operators.
9. The choice of platform may change during the term of the contract, provided that this does not result in a material change to the agreed scope of services or the applicable data protection standards. The customer will be informed of such changes in advance.

§ 10 confidentiality

1. Both parties agree to keep confidential all information disclosed during the performance of this contract and not to disclose it to third parties, unless required by law or official order.
2. This obligation of confidentiality shall continue beyond the term of this contract (e.g., for three years).

§ 11 Force majeure, disruptions, changes in service

1. Events of force majeure (e.g., natural disasters, war, power outages, strikes) release the affected party from its obligation to perform for the duration and to the extent of the disruption.
2. The provider may implement necessary, urgent changes to the service at short notice if this is required for safety, stability, or compliance with legal requirements; the customer will be informed as soon as possible.
3. In the event of prolonged disruptions for which the provider is responsible, the customer may demand a reasonable reduction in fees or—after setting a deadline—terminate the contract.

§ 12 Ethics/Transparency Notice

1. The provider is committed to using AI technologies responsibly and transparently. The AI ​​systems used are subject to ongoing review for fairness, non-discrimination, traceability, and compliance with legal frameworks (e.g., the EU AI Act). Users are clearly informed about the use of such systems.

§ 13 Final provisions, jurisdiction, applicable law

1. The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods
   (CISG).
2. For all disputes arising in connection with this contract, the place of jurisdiction is agreed to be the supplier's registered office, provided the customer is a merchant or entrepreneur; however, the supplier may also bring legal action at the customer's place of residence or business.
3. Amendments and additions to the contract (including these terms and conditions) must be in writing. This also applies to any waiver of the written form requirement.
4. Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected (Severability Clause).