Terms & Conditions of the traplinked GmbH

1. Scope of application

1.1. These General Terms and Conditions ("GTC") apply to the services of traplinked GmbH, Zollhof 7, 90443 Nürnberg ("traplinked" or "we"). traplinked offers its services exclusively to persons who act in the exercise of their commercial or independent professional activity (entrepreneurs within the meaning of § 14 German Civil Code [BGB]), to legal entities under public law and special funds under public law ("Customer"; traplinked and the Customer together "Parties"); traplinked does not address its services to consumers.

1.2. The GTC shall apply in particular to contracts concerning

the sale or delivery of movable items ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (§ 433, § 650 German Civil Code [BGB]; "Sales Contract") or

the provision of machine-to-machine data services ("Data Services") by provision of machine-to-machine SIM cards ("SIM Cards") which can be used in goods supplied by traplinked and suitable therefor ("traplinked Mobile IoT Device") and which allow data communication by using selected mobile communication networks via an access point (Access Point Name); or

the provision of software for use by the customer as software as a service (“Saas Contract”).

1.3. Unless otherwise agreed, the GTC shall apply in the version available on traplinked’s website at the time of the order. The GTC incorporated in the last Purchase Contract or Saas Contract with the Customer shall apply as a framework agreement without further reference to future similar Sales Contracts or Saas Contracts with the Customer even if no reference is made to the GTC when such contracts are concluded.

1.4. The GTC of traplinked shall apply exclusively. Deviating general terms and conditions of the Customer shall only become part of the contract if and insofar as we have expressly agreed to their validity.

Declarations and notifications of the Customer regarding the contractual relationship (e.g., setting deadlines, notification of defects, withdrawal, reduction, termination) shall require written or text form to be effective.



2. Offers, Conclusion of contract

2.1. Our offers are subject to change and non-binding. This shall also apply if we provide the customer with product descriptions, data sheets, technical documentation, calculations, or other information (in electronic or other form) to which we reserve ownership and copyrights.

2.2. The customer's order for the goods or software shall be deemed a binding offer to enter into a contract with us. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within two weeks of its receipt by us.

2.3. If we confirm receipt of the Customer's offer, this confirmation of receipt shall not constitute acceptance of the Customer's offer.

2.4. We may declare acceptance either in writing or text form (e.g., by order confirmation) or by dispatching the goods to the customer or granting the possibility of use with respect to the software.



3. Prices and Advance Payment

3.1. Unless we agree otherwise with the Customer, our latest prices at the time of conclusion of the contract shall apply, ex-warehouse, plus statutory value-added tax in each case. The Customer shall bear customs duties, fees, other taxes, and public charges.

3.2. The Customer’s payment obligations shall be fulfilled in euros without regard to any exchange rate fluctuations and without deduction unless we have expressly agreed on a deduction with the Customer.

3.3. We reserve the right to check your creditworthiness by processing the data provided by you (e.g., company/name, address, date of birth, and bank details) and using external credit agencies' services.

3.4. We are entitled at any time, also within the frame of an ongoing business relationship, to provide our goods and services in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with our order confirmation.



4. Delays and Risk of Payment Claims

4.1. Upon expiry of a payment deadline or calender-based performance time provision in accordance with these GTC, the Customer shall be in default without a reminder. During the default period, the amount of the payment obligation shall be subject to interest at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. Towards merchants (Kaufleuten), our claim to the commercial due date interest (§ 353 German Commercial Code [HGB]) shall remain unaffected.

4.2. If it becomes apparent after the conclusion of the contract (e.g., by filing for insolvency proceedings) that our claim for payment is jeopardized by the customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – after setting a deadline if necessary – to withdraw from the contract (§ 321 German Civil Code [BGB]).



5. Offset and Retention

The Customer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established as final and absolute or is undisputed. In the event of a contractual non-compliance of our performance, the resulting counterights of the Customer shall, if they are asserted under the same contractual relationship, remain unaffected.



6. Special Performance Obstacles, Force Majeure

6.1. The Covid 19 pandemic, the Russian-Ukrainian war, force majeure and other events unforeseeable at the time of conclusion of the contract and for which we can not be held (e.g. non-delivery, incorrect delivery or late delivery by upstream suppliers despite a covering transaction concluded by us in good time, disruption in the supply chain [i.e. in one of the steps at home or abroad which are necessary for the provision of our delivery or service, starting with the extraction of the raw materials up to the delivery to you], operational disruptions of any kind, transport delays, strikes, lawful lockouts, shortages of workforce, energy, primary products or raw materials, pandemics or epidemics, natural events, war, violence, official measures) and their respective consequences – all of the above events hereinafter referred to as "Special Event" - may result in our inability to provide our deliveries and services in accordance with the contract. If our delivery or performance is delayed or temporarily prevented by a Special Event, we shall immediately notify you without undue delay upon becoming aware of the Special Event and the existence of a resulting impediment to performance and its expected duration, and our obligation to perform shall be postponed for the duration of such impediment to performance. In the event of such a postponement of our obligation to perform, your obligation to pay the remuneration for the postponed deliveries and services shall be postponed simultaneously.

6.2. If the impediment to performance under Section 6.1 is not merely a temporary impediment to performance, you and/or we shall be entitled to withdraw from the contract or terminate the contract; an impediment to performance which is not merely temporary shall be deemed to exist if the impediment to performance lasts longer than three months in the case of the delivery of goods, or longer than three weeks in the case of a Saas Contract or a contract for Data Services. § 323 para. 4 to 6 German Civil Code (BGB) shall apply accordingly.

6.3. Insofar as you have made an advance payment for deliveries and services covered by your withdrawal or termination due to the impediment to performance, according to Section 6.1, it is clarified that we will return this advance payment to you.

6.4. In the event of a withdrawal or termination due to an impediment to performance, according to Section 6.1, claims for damages shall be excluded.

6.5. Any right of withdrawal or termination of the customer arising prior to the occurrence of the Special Event or arising independently of the occurrence of the Special Event shall remain unaffected.



7. Liability and limitations of liability

7.1. We shall be liable for damages based on an intentional or grossly negligent breach of duty by one of our legal representatives or vicarious agents.

7.2. We shall furthermore be liable for damages resulting from injury to life, body, or health which are based on an intentional or negligent breach of duty by one of our legal representatives or vicarious agents.

7.3. In all other respects, liability for damages based on a negligent breach of duty or a negligently committed tortious act by one of our legal representatives or vicarious agents shall be excluded unless material obligations are breached, compliance with which is required to achieve the purpose of the contract or which arise from justified reliance on special trust (cardinal obligations). In these exceptional cases, our liability shall be limited to compensation for foreseeable damage.

7.4. Liability under the German Product Liability Act (ProdHaftG) and from the assumption of a guarantee for the quality (Beschaffenheit) of an item or a procurement risk and liability from the fraudulent concealment of a defect shall remain unaffected.

7.5. We shall not be liable to our Customer for damages that are asserted by a third party against our Customer under foreign law and the assertion of which is obviously incompatible with the principles of German law (ordre public). This shall apply in particular to the assertion of "punitive damages”.

7.6. The above rules shall also apply in favor of our legal representatives or our employees for claims directly directed against them.

7.7. You are obliged to indemnify us against all claims of third parties arising from applicable product liability regulations and based on your conduct after the passing of risk, for example, how the goods are presented, unless you have not acted at least negligently.



8. Assignment

An assignment of customer claims against traplinked to a third party requires the prior consent of traplinked. § 354a para. 1 German Commercial Code (HGB) remains unaffected.



9. Reference

traplinked shall be entitled free of charge to use the name or the company of the Customer and, if applicable, the Customer's logo as well as texts approved by the Customer (also in a version subsequently translated by traplinked) and graphical material as a customer reference (e.g., on traplinked's website, in offers, reference or user reports, in other marketing and sales activities, in the press and public relations work, in other materials, illustrations, and presentations of traplinked). The Customer may revoke the authorization with a notice period of one month to the end of the month. A revocation for good cause shall remain unaffected. If the Customer has revoked the authorization, traplinked may use up already produced print products, which name the Customer as a reference, within a reasonable period despite the revocation.



10. Partial invalidity

Should any provision of the contract be or become invalid in whole or in part, or should the contract contain loopholes, this shall not affect the validity of the remaining provisions.



11. Applicable law and place of jurisdiction

11.1. All legal relationships arising from or in connection with this contract shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2. If the contract is concluded in electronic business transactions and not by personal communication, § 312i para. 1 sentence 1 no. 1 to no. 3 German Civil Code (BGB) shall not apply.

11.3. If the Customer has its registered office or a branch office in the Federal Republic of Germany and the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the local jurisdiction of the court having jurisdiction for the registered office of traplinked shall be agreed for all disputes arising from or in connection with this contract.

11.4. If the Customer relocates his registered office outside the Federal Republic of Germany after the conclusion of the contract, the international jurisdiction of German courts and the local jurisdiction of the court having jurisdiction for the registered office of traplinked shall be agreed upon for all disputes arising from or in connection with this contract - even if the Customer is not a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

11.5. If the Customer does not have a registered office or a branch office in the Federal Republic of Germany at the time of the conclusion of the contract, the international jurisdiction of German courts and the local jurisdiction of the court having jurisdiction for the registered office of traplinked shall be agreed for all disputes arising from or in connection with this contract.

11.6. The jurisdiction, according to Section 11.4 and Section 11.5, shall be exclusive; however, traplinked shall also be entitled to sue the Customer at its generally applicable place of jurisdiction in the cases mentioned therein.



12. Special Terms and Conditions for the Sale of Goods

12.1. Product configuration with Wifi data of the customer

If the Customer orders Goods which the Customer intends to connect to an existing Wifi network after delivery, the Customer may provide traplinked with the access data of this Wifi network (SSID and Wifi password) with his order. traplinked shall then configure the respective Goods as a service without additional remuneration on the basis of the access data provided and deliver them with this configuration to the Customer. If the legal regulations for the configuration should provide for a formal acceptance according to the type of service provided, no formal acceptance shall take place; in this case, the acceptance shall be deemed to have taken place with the first successful connection of the product to the WLAN network with the access data provided by the Customer, if the Customer does not object to the effect of acceptance within two weeks after this point in time, stating reasons.

12.2. Terms of payment for the sale of Goods

12.2.1. A purchase price payment obligation of the Customer is due and payable within 10 days from the date of invoice and delivery and/or acceptance of the goods unless the customer has selected a payment method when ordering in the online store, which leads to an earlier due date and payment (e.g., advance payment, immediate transfer, credit card).

12.2.2. In the case of a Shipment Purchase within the meaning of Section 12.4.1, the Customer shall bear the shipping and transport costs ex-warehouse and the costs of any transport insurance taken out by us after agreement with the customer.

12.3. Delivery period and delay in delivery

12.3.1. A binding delivery period shall require an individual agreement. If no binding delivery period has been agreed, the non-binding delivery period shall be approx. two weeks from the conclusion of the contract, in the case of delivery of the goods against advance payment from the complete fulfillment of the customer's payment obligation.

12.3.2. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions except in the case of a Special Event. In any case, however, a reminder by the Customer shall be required, and the default shall occur as a result of the reminder at the earliest upon expiry of the delivery period within the meaning of Section 12.3.1. If we are in delay with delivery, the Customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price ("Delivery Value") for each full calendar week of the delay, but in total not more than 5% of the Delivery Value of the Goods delivered late. We reserve the right to present evidence that the Customer has incurred no damage at all or only a significantly lower damage than the aforementioned lump sum.

12.4. Delivery, Partial Delivery, Transfer of Risk, Acceptance, Default of Acceptance

12.4.1. Delivery shall be made ex-warehouse, which is also the place of performance for the delivery and any subsequent performance (Nacherfüllung). At the customer’s request and expense, the Goods shall be shipped to another destination ("Shipment Purchase” [Versendungskauf]). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

12.4.2. Our obligation to deliver shall be suspended as long as you are in default with a due payment to us.

12.4.3. We are entitled to render partial performance insofar as this is reasonable for you, taking into account your interests, the partial performance can be used for the intended purpose, the remaining performance is not impossible, and you do not incur any significant additional expenses or costs as a result of the partial performance unless we declare that we bear such additional expenses or costs. This shall not affect the provisions governing withdrawal from the contract on the part of you due to non-contractual performance on our part or the retention of counter-performance by you.

12.4.4. The risk of accidental loss and accidental deterioration of the Goods shall pass to the Customer at the latest upon handover. However, in the case ofShipment Purchase , the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay, shall pass to the Customer upon dispatch of the Goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment; this shall also apply to all Goods that are shipped to the Customer after a configuration pursuant to Section 12.1. Insofar as the performance of an acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work (Werkvertragsrecht) shall apply mutatis mutandis to an agreed acceptance in all other respects in addition. It shall be deemed equivalent to handover or acceptance if the Customer is in default of acceptance (Annahmeverzug).

12.4.5. If the Customer is in default of acceptance (Annahmeverzug), fails to cooperate, or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). In this case, we will charge a lump-sum compensation for each completed calendar week of the delay in acceptance (Annahmeverzug) amounting to 0.5% of the Delivery Value, however, not exceeding a total of 5% of the Delivery Value of the Goods with the acceptance of which the Customer is in default.

12.4.6. The proof of greater damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump-sum compensation pursuant to Section 12.4.5 shall be credited against further monetary claims. The Customer shall be entitled to prove that we have incurred no damage at all or only less damage than the aforementioned lump sum.

12.5. Retention of title

12.5.1. We reserve title to the Goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

12.5.2. The Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Customer has to notify us immediately in writing if an application is made to open insolvency proceedings or if third parties have access (e.g., through seizures, attachments) to the Goods belonging to us.

12.5.3. In the event of a breach of contract by the Customer, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the Goods on the basis of the retention of title. The demand for a return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the Goods and to reserve the right of withdrawal. If the Customer does not pay the purchase price due, we will only assert these rights if we have previously set the Customer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.

12.5.4. The Customer is, until revoked in accordance with the following subpara. (c) below, authorised to resell and/or process the Goods subject to retention of title in the ordinary course of business and/or to use them for the provision of services to third parties. In this case, the following provisions shall apply in addition:

a. The retention of title shall extend to the products resulting from the processing, mixing, or combining of our Goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects the same shall apply to the resulting product as to the Goods delivered under retention of title.

b. The claims against third parties arising from the resale of the Goods or the product or from the provision of services to third parties using the Goods are herewith assigned to us by the Customer in their entirety or in the amount of our co-ownership share, if any, pursuant to subpara. (a) above by way of security. We accept the assignment. The obligations of the Customer set out in Section 12.5.2 shall also apply in respect of the assigned claims.

c. The Customer remains authorized to collect the claim in addition to us. We will not collect the claim as long as the Customer meets its payment obligations towards us, there is no deficiency in its ability to pay and we do not assert the retention of title by exercising a right pursuant to Section 12.5.3. If this is the case, however, we may demand that the Customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case we shall be entitled to revoke the Customer’s authorization to further sell, process and use the goods subject to retention of title.

d. If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Customer’s request.

12.6. Condition, notice of defect, warranty

12.6.1. The statutory provisions shall apply to the Customer's rights in the event of defects (including wrong and short delivery as well as improper assembly/installation or defective instructions), unless otherwise provided below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 et seq. German Civil Code [BGB]) shall remain unaffected.

12.6.2. The basis of our warranty for defects shall be, above all, the agreement made on the quality (Beschaffenheit) and the presumed use (vorausgesetzte Verwendung) of the Goods (including accessories and instructions). All product descriptions and manufacturer's specifications (e.g. in catalogs or on our internet pages) which have expressly become part of our contract with you or which have been publicly announced by us at the time of conclusion of the contract and expressly designated as binding shall be deemed to be an agreement on the quality of the Goods. Deviations of the goods from product descriptions, manufacturer's specifications or other public statements, which have not become an agreement on quality according to sentence 1, as well as insignificant deviations of the goods from a sample provided by us, shall not constitute a deviation from the objective requirements of the Goods and shall not constitute a defect.

12.6.3. If the Goods are a rechargeable battery or if the Goods contain a rechargeable battery, we normally deliver the rechargeable battery in an almost fully charged state. However, a lower charge level (e.g. due to weather conditions, delivery time or other reasons) shall not constitute a defect of the Goods.

12.6.4. In the case of Goods with digital elements or other digital content, we owe provision and, if applicable, updating of the digital content only insofar as this expressly results from a quality agreement pursuant to Section 12.6.2. In this respect, we shall not assume any liability for public statements made by the manufacturer and other third parties.

12.6.5. The assumption of a guarantee (Garantie) or assurance of characteristics or quality (Eigenschafts- bzw. Beschaffenheitszusicherung) by us (in particular concerning a quality of the Goods) requires an express written guarantee or assurance declaration on by us.

12.6.6. Irrespective of the existence of a commercial purchase (Handelskauf), the rules of §§ 377, 381 German Commercial Code (HGB) on the customer's duty to inspect and give notice of defects with regard to Goods delivered to him shall apply. Accordingly, you are obliged to inspect the Goods immediately after handover or delivery, insofar as this is feasible in the ordinary course of business (in the case of Goods intended for installation or other further processing, in any case before processing), and to notify us immediately of any defect which becomes apparent thereby. If you neglect to notify us, the Goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect becomes apparent at a later date, you must notify us immediately after discovery of the defect; otherwise the Goods shall be deemed to have been approved also in view of this defect. In order to preservei your rights, however, it is sufficient if you send the notice of defect in good time. We shall not be entitled to invoke the above agreement if we have fraudulently concealed a defect.

12.6.7. If you demand subsequent performance from us due to a defect, we shall be entitled to determine the type of subsequent performance (repair or subsequent delivery). This shall not apply if we have fraudulently concealed the defect, have given a guarantee for the quality affected by the defect or the type of subsequent performance chosen by us would be unreasonable for you. Our right to refuse subsequent performance under the statutory provisions remains unaffected.

12.6.8. In the event of subsequent delivery, the Customer shall return the defective goods to us at our request in accordance with the statutory provisions; however, the Customer shall not have a right to return.

12.6.9. We shall be entitled to make the subsequent performance owed subject to the Customer paying the purchase price due. However, the Customer shall be entitled to retain a reasonable part of the purchase price in consideration of the defect.

12.6.10. The expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor, and material costs, shall be borne by us only to the extent that they are not increased by the fact that the Goods or the work have been taken to a place other than the place of performance unless this is in accordance with the intended use of the Goods or the work.

12.6.11. Claims of the Customer for reimbursement of expenses pursuant to § 445a para. 1 German Civil Code (BGB) shall be excluded unless the last contract in the supply chain is a consumer goods purchase (§ 478, § 474 German Civil Code [BGB]) or a consumer contract for the provision of digital products (§ 445c sentence 2, § 327 para. 5, § 327u of the German Civil Code [BGB]). Claims of the Customer for damages or reimbursement of futile expenses (§ 284 German Civil Code [BGB]) shall even in the event of defects of the Goods only exist in accordance with Section 12.7 and Section 7.

12.7. Statute of Limitations

12.7.1. Deviating from § 438 para. 1 no. 3 German Civil Code (BGB), the general limitation period for claims arising from defects shall be one year from delivery. Insofar as it is agreed that acceptance is required, the limitation period shall commence upon acceptance. The above limitation period shall also apply to the Customer’s non-contractual claims for damages based on a defect in the Goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case.

12.7.2. The limitation periods pursuant to § 438 para. 1 no. 1, para. 3 German Civil Code (BGB) shall remain unaffected by Section 12.7.1.

12.7.3. Section 12.7.1 shall not apply if the claim is based on an intentional or grossly negligent breach of duty, the assumption of a guarantee for the quality (Beschaffenheit) of an item, a fraudulent concealment of a defect or if it is a claim for damages arising from injury to life, body or health or under the German Product Liability Act (ProdHaftG).

12.7.4. Section 12.7.1 shall also not apply to the extent that you can assert a claim against us pursuant to §§ 445a, 445b German Civil Code (BGB; recourse of the seller in the supply chain). Sentence 1 shall not apply to claims for damages.



13. Special Terms and Conditions for Data Services

13.1. Separate Contracts

If the Customer orders a product with SIM card or a separate SIM card and traplinked accepts the offer, a separate contract for Data Services is concluded for each such SIM card.

13.2. Service Content, Scope of Services and Provision of Services

13.2.1. traplinked provides the Data Services with the involvement of a machine-to-machine data service provider selected by traplinked at its own discretion.

13.2.2. The provision of the Data Services shall commence upon activation of the respective SIM card after its delivery to the Customer (“Data Service Commencement”).

13.2.3. If the management of the SIM cards is not carried out by traplinked, traplinked may instead provide the Customer with access to a SIM management portal in which the Customer activates and blocks the SIM cards itself under its own responsibility.

13.2.4. The use of the Data Services with the SIM cards is limited to the available mobile networks and respective network capacities.

13.2.5. The contract for the Data Services does not establish a contract between the Customer and the machine-to-machine data service provider or the network operator.

13.2.6. We are not obligated to ensure network availability at the place of use of the SIM card or the traplinked Mobile IoT Device or to remedy radio, atmospheric, or geographical disruptions at the place of use.

13.2.7. We may change the Data Services and, if applicable, the SIM management portal, if and to the extent that this is necessary to comply with statutory or regulatory requirements or for technical reasons or the change does not conflict with the interests of the Customer. We will notify the Customer of any changes with a reasonable notice period, unless the change must be implemented promptly due to legal or regulatory requirements.

13.2.8. The SIM cards supplied remain the property of the respective network operator and will only be provided for use within the scope of the contract for Data Services.

13.3. Obligations of the customer

13.3.1. The Customer may only use the SIM card for establishing machine-to-machine data transmission connections, not for other telecommunication services (such as general voice services, web browser services, music downloads) and only in traplinked Mobile IoT Devices.

13.3.2. traplinked shall be entitled to ensure compliance with the provisions of Section 13.3.1 by linking the SIM card to the Goods (e.g. by appropriate configuration).

13.3.3. It is the Customer’s responsibility to check the network availability at the place of use of the SIM card or the traplinked Mobile IoT Device and/or to exclude radio, atmospheric or geographic interference at the place of use.

13.3.4. The Customer shall be obliged to cooperate insofar as this is necessary for the proper establishment and maintenance of the functionality of the Data Service and is reasonable for the Customer.

13.3.5. The Customer shall handle the SIM Cards provided to it properly and with care, protect them from harmful influences, improper handling or unauthorized use, and store them carefully and securely. The Customer shall immediately notify traplinked of any loss, theft and any recognizable defect or damage to a SIM card.

13.3.6. The Customer shall not use the SIM card without authorization. Unauthorized use means in particular,

a. if the Customer obtains access to information of other network users without authorization, changes such information or disturbs the access of other network users. This shall apply to the same extent in the event of an attempt or the assistance of a third party in such an act;

b. if the Customer establishes unauthorized connections to other networks or makes changes to these connections;

c. if the Customer uses the Data Service for a fraudulent scheme, for manipulation by intentional misrepresentation or for criminal conduct;

d. if the Customer intentionally and fraudulently uses or manipulates the Data Service in such a way that agreed charges cannot be billed or cannot be billed correctly;

e. if the Customer uses the Data Service in a way that deliberately disrupts the quality of the services offered or of the mobile network used or deliberately impairs use by other network subscribers;

f. if the use is for the transmission of obscene, pornographic, insulting or other illegal information;

g. if the customer uses the Data Service to transmit and/or store copyright-protected content without the Customer having the necessary rights to do so.

13.3.7. If traplinked provides the Customer with access data to a SIM management portal, the Customer shall be obliged to comply with the terms and conditions of use of the SIM management portal and to protect the access data to the SIM management portal provided to the Customer against unauthorized use and unauthorized access by third parties.

13.3.8. The Customer undertakes to indemnify traplinked, the machine-to-machine data service provider and the network operator against any claims by third parties, provided that such claims are not the responsibility of traplinked, the machine-to-machine data service provider or the network operator and are based on the use of a SIM card by the Customer, the Customer’s vicarious agents or the Customer’s client.

13.3.9. If the contract for Data Servics ends, the Customer shall, upon traplinked’s request, return the respective SIM card to traplinked or destroy it at Customer’s own expense.

13.4. Payment obligation and payment terms for data services

13.4.1. Irrespective of the agreement on a one-time payment for the provision of the SIM card by traplinked, the Customer shall pay an ongoing fee (“Data Service Fee”) to traplinked for each SIM card.

13.4.2. traplinked’s claim to the Data Service Fee for the SIM card shall arise monthly in advance, for the first time with the Data Service Commencement . The Data Service Fee shall be paid on the day it is incurred.

13.4.3. The customer shall issue a SEPA direct debit mandate for the payment of the Data Service Fee or agree to the repeated debiting of his credit card.

13.4.4. If the network operator increases the (roaming) charges vis-à-vis traplinked compared to their amount at the time of conclusion of the contract for Data Services between traplinked and the Customer, traplinked shall be entitled to pass on the increase to the Customer.

13.5. Further consequences of default in payment

13.5.1. If the Customer is in default of payment of a Data Service Fee for more than two weeks, we shall be entitled to withhold the Data Services, in particular to temporarily block the SIM cards, until all outstanding fee claims with regard to which default has occurred have been settled.

13.5.2. Charges in connection with the Data Services that are not calculated on the basis of usage (but, for example, on the basis of time) must also be paid by the Customer during the period of retention or blocking pursuant to Section 13.5.1.

13.5.3. Our right to terminate for cause and to claim further damages for default remains unaffected.

13.6. Warranty

13.6.1. We do not assume any warranty for faults in data exchange in connection with the relevant SIM card or the relevant traplinked Mobile IoT Device, insofar as the fault is due to faulty or improper installation or insertion of the SIM card and we or one of our upstream suppliers did not install or insert the SIM card in the traplinked Mobile IoT Device or insofar as the faults are due to faulty or improper operation or use of the SIM management portal by the customer.

13.6.2. We do not assume any warranty for transmission restrictions or interruptions of the Data Services due to

a. weather-related, environmental or topographical circumstances;

b. massive (concentrated) use or capacity limitations of the network operator;

c. limitations with respect to facilities and/or services of the machine-to-machine data service provider or the network operator;

d. changes, adjustments, upgrades, relocations, repairs, maintenance or similar activities required for proper or optimized functioning of the network operator’s facilities and/or services and/or the facilities and/or services of third parties.

13.6.3. We do not assume any warranty for network availability. Furthermore, we do not assume any warranty for radio-technical, atmospheric or geographically caused disturbances at the place of use of the respective SIM card.

13.7. Malfunctions, Service Level

13.7.1. The Customer shall notify traplinked without delay of any disruptions of the Data Services or, if applicable, of the SIM Management Portal.

13.7.2. If there is a malfunction of a SIM management portal of traplinked or of the machine-to-machine data service provider, the malfunction shall be remedied within the scope of the existing technical and operational possibilities. In the case of malfunctions reported between 8 a.m. on Mondays and 12 p.m. on Fridays (excluding public holidays in Bavaria (Germany)), the malfunctions will be remedied within 26 hours of receipt of the malfunction report from the Customer. In the case of malfunctions reported between 12 noon on Fridays and 8 a.m. on Mondays, the fault will be rectified within 26 hours from 8 a.m. on Monday. In the case of faults reported on public holidays in Bavaria (Germany), the fault shall be rectified within 26 hours from 8 a.m. on the following day which is not a Saturday, Sunday or public holiday in Bavaria (Germany).

13.8. Statute of Limitations

Deviating from the statutory provisions, claims of the Customer against traplinked arising from or in connection with a contract for Data services shall become statute-barred two years after the end of the year in which the claim arose and the Customer became aware or should have become aware of the circumstances giving rise to the claim and the identity of the debtor, at the latest, however, five years after the claim arose, unless the claim is based on an intentional or grossly negligent breach of duty, results from the assumption of a guarantee for the quality (Beschaffenheit) of an item or from the fraudulent concealment of a defect or is for compensation for damages arising from injury to life, body or health.

13.9. Terms and Termination of Data Services

13.9.1. The term of a contract for Data Services begins exactly at the Data Service Commencement and shall be one month. The term of a contract for Data Services prolongs for one month each time if the contract is not terminated before the end of the term applicable up to that point.

13.9.2. A one-month term pursuant to Section 13.9.1 shall end on the day which corresponds by its number to the day of the Data Service Commencement, namely at the time of the Data Service Commencement.

13.9.3. §§ 187 to 193 German Civil Code (BGB) shall not apply to the periods pursuant to this Section 13.9. This shall not apply to § 188 para. 3 German Civil Code (BGB), which shall be applicable.

13.9.4. If the termination is not intended to affect all SIM cards used by the customer, but only one or more of them, it shall be made clear in the termination notice, with reference to the respective SIM card numbers, which SIM cards are to be covered by the termination.

13.9.5. If traplinked has provided the Customer with access to a SIM management portal, the right to use the SIM management portal shall end as soon as the last contract for Data Services ends.

13.9.6. The right to terminate for good cause remains unaffected. Good cause shall be deemed to exist in particular if (a) the Customer (i) is in default with the payment of the Data Service Fee for two consecutive payment dates or (ii) is in default with the payment of the Data Service Fee in a period extending over more than two payment dates in an amount equal to the Data Service Fee for two months, and (b) the sum of the outstanding Data Service Fee claims exceeds EUR 70.00 plus value added tax.

13.9.7. In case of termination for cause by traplinked, the Customer shall remain obligated to pay the agreed monthly fees until the expiration of the next permissible ordinary termination option. The Customer shall have the right to prove that traplinked has suffered a lesser damage.

13.10. Blocking of SIM cards

13.10.1. We or the machine-to-machine data service provider shall be entitled to block a SIM card if there are concrete, factual indications that the data service is being misused with the aid of the SIM card concerned. Prior to an intended blocking, the Customer shall be given the opportunity to stop his abusive usage behavior, insofar as this is reasonable for us and the machine-to-machine data service provider.

13.10.2. A block shall not release the Customer from the obligation to pay the agreed monthly fees.

13.10.3. In the event of termination of the contract for Data Service for good cause, we and the machine-to-machine data service provider shall be entitled to block the SIM card concerned immediately.

13.11. Corresponding application of the Special Conditions for the Sale of Goods

Unless otherwise agreed pursuant to Section 13.1 to 13.10, the provisions of Section 12.2 to 12.7 shall apply mutatis mutandis to the provision of Data Services by traplinked.

13.12. Corresponding application of the Provider Conditions

Unless otherwise agreed pursuant to Section 13.1 to Section 13.11, the terms and conditions of the contract concluded by traplinked with the relevant machine-to-machine data service provider regarding the SIM card ("Provider Terms and Conditions") shall apply mutatis mutandis to the contract for Data Services. The Provider Terms and Conditions can be made available to the Customer at any time.



14. Special Terms and Conditions for Saas Contracts

14.1. Contract Software

14.1.1. The goods offered by traplinked may in part be integrated by the Customer into a radio network (the respective goods hereinafter: "traplinked IoT Device"). A Long Range Wide Area Network (LoRaWAN) or a radio network based on the IEEE 802.11 standard can be used as radio network. traplinked does not provide the radio network, but the provision and functioning of the corresponding radio network as well as the integration of the corresponding traplinked IoT Devices into the radio network are the sole responsibility of the Customer.

14.1.2. traplinked has software which is suitable for managing traplinked IoT Devices sold by traplinked to the Customer and integrated by the Customer into a radio network in accordance with Section 14.1.1 ("Contract Software").

14.2. Conclusion of the Saas Contract, Provision and Right of Use

14.2.1. traplinked makes the use of the Contract Software available without being legally bound to do so in the respective current version on one or more central data processing systems ("Server"). Upon the Customer has registered with traplinked as a user of the Contract Software ("Registration"), the Saas Contract is concluded between the Customer and traplinked and traplinked enables the Customer to use the Contract Software as Software as a Service via a telecommunications connection. The use can be enabled to the Customer via a smartphone / tablet application ("Native App") or via log-in via an internet page of traplinked (until further notice https://app.traplinked.com/login) ("Web App"). The Customer shall obtain the Native App exclusively for end devices with Android operating system via the Google Playstore or for end devices with Apple iOS operating system via the Apple Appstore.

14.2.2. The delivery point for the Contract Software to the Customer shall be the router exit of the data center on whose Server traplinked keeps the Contract Software ready. traplinked owes the contractual technical usability of the Contract Software at the delivery point.

14.2.3. An installation of the Contract Software or a copy of the Contract Software on IT systems of the Customer shall not take place subject to the installation of the Native App. The provision of a user manual or other instructions shall not be owed by traplinked.

14.2.4. The establishment and maintenance of the telecommunication connection between the IT systems of the Customer and the delivery point as well as the security, confidentiality and integrity of this telecommunication connection, shall be the responsibility of the Customer and shall not be owed by traplinked. The same applies to hardware and software other than the Native App or Web App, which the Customer requires for the use of the Contract Software.

14.2.5. With the provision of the contractual services, no intellectual property rights and no industrial property rights of traplinked or third parties shall be transferred to the Customer by traplinked. traplinked shall, however, grant the Customer a right of use to such rights of traplinked to the extent necessary for the contractual use of the Contract Software by the Customer via a telecommunications connection. This right of use of the Customer is non-exclusive, non-transferable, non-sublicensable, is limited to the contract term, and entitles the Customer only to use the Contract Software for its own purposes. The above scope of the right of use shall apply to all versions of the Contract Software made available to the Customer during the term of the Agreement.

14.2.6. All contractual services of traplinked may be provided in German or English, at traplinked's option. traplinked shall not be obliged to provide services in any other language; to the extent that traplinked provides contractual services in French, Dutch, Portuguese or Spanish at the Customer's desire, such provision of services shall have the effect of performance.

14.3. Offered Functionalities

14.3.1. The basic functionalities of the Contract Software enable the documentation of the location of the traplinked IoT Devices, the monitoring of the operating status, the quality of the wireless connection and the battery charge status of the traplinked IoT Devices, the viewing and evaluation of data transmitted by the traplinked IoT Devices (e.g. image data) and the management of the users (e.g. employees of the Customer) of the Contract Software deployed by the Customer ("Basic Functionalities").

14.3.2. In addition to the Basic Functionalities, the Premium Functionalities of the Contract Software include automatic notification of the operating status of the traplinked IoT Devices by push message to a smartphone or by e-mail to users of the Contract Software who are deployed by the Customer, the location management of traplinked IoT Devices using building floor plans loaded into the Contract Software by the Customer in common file formats (i.e. pdf, png, jpg, jpeg and, if the Web App is used, also heic or heif), the export of certain data managed in the Contract Software in the file formats csv, xls or pdf, additional functionalities for the evaluation of data transmitted by traplinked IoT Devices and the computer-aided evaluation of image data transmitted by traplinked IoT Devices ("Premium Functionalities").

14.3.3. The Contract Software also enables, via an interface, the transfer of data transmitted by traplinked IoT Devices into certain software offered by third parties (namely Pestsoft, PestScan, Keetex and HYGiTEC; "Interface Functionality"); traplinked does not provide the third party software, but the provision and functioning of the third party software is solely the responsibility of the Customer).

14.4. Owed Functionalities, Term and Termination

14.4.1. Starting with the initial Registration of the Customer, traplinked shall provide the Customer the Contract Software once

- for a period of exactly three months from the Registration with the Premium Functionalities ("Start Period Premium Functionalities") and

- for a period of exactly one month from the registration with the Interface Functionality ("Start Period Interface Functionality")

for use without the Customer owing any remuneration for this. The start periods pursuant to sentence 1 shall not apply if the Customer's registration was already at least three months ago when sentence 1 was first agreed between us and the Customer. If the Customer has already been registered at the time of the first agreement of sentence 1 between us and the Customer, but his registration was less than three months ago, the Start Period Premium Functionalities and the Start Period Interface Functionality shall each be shortened by the time between the Customer’s registration and the first agreement of sentence 1. After the expiry of the respective start period or insofar as the respective start period does not apply, we will make the Contract Software with the Basic Functionalities available to the Customer without the Customer owing any remuneration for this.

14.4.2. The Customer may, by declaration to traplinked, which requires acceptance by traplinked, change at any time from the use of the Contract Software with the Basic Functionalities to the use of the Contract Software with the Premium Functionalities ("Upgrade Declaration Premium Functionalities") and/or change to the use of the Contract Software with the Interface Functionality ("Upgrade Declaration Interface Functionality"). The Customer shall owe traplinked a fee for any use of the Contract Software with the Premium Functionalities outside the Start Period Premium Functionalities and/or with the Interface Functionality outside the Start Period Interface Functionality.

14.4.3. With regard to the Premium Functionalities, the remuneration arises on a time-dependent basis, whereby the Customer may choose between monthly and annual payment. With respect to the Interface Functionality, the remuneration arises monthly per traplinked IoT Device that the Customer has managed via the Contract Software during the relevant month and a monthly payment method shall apply.

14.4.4. If a monthly payment method applies, the term of the contract on the Premium Functionalities or the Interface Functionality shall be one month in each case and prolongs for one month each time if the Agreement on the Premium Functionalities or the Interface Functionalities, respectively, is not terminated before the end of the term applicable until then or, in the case of the Premium Functionalities, is changed to the annual payment method. It is clarified that the Premium Functionalities and the Interface Functionality can be terminated separately. If the Customer chooses the annual payment method for the Premium Functionalities, the term of the contract for the Premium Functionalities shall be one year and prolongs for one year each time if the contract for the Premium Functionalities is not terminated or changed to the monthly payment method before the end of the term applicable until then. In the event of termination of the Premium Functionalities or the Interface Functionality, the Customer may in any case continue to use the Contract Software with the Basic Functionalities without the Customer owing any remuneration therefor.

14.4.5. A term pursuant to Section 14.4.4 commences exactly with the respective upgrade declaration. Notwithstanding the foregoing, the term commences at the end of the respective start period if the upgrade declaration is made before the end of the respective start period.

14.4.6. Periods to be calculated in months pursuant to Section 14.4.1 and Section 14.4.4 shall end on the day which corresponds by its number to the day of commencement of the start period or the day of the upgrade declaration, respectively, namely at the time of commencement of the start period or the upgrade declaration, respectively.

14.4.7. §§ 187 to 193 of the German Civil Code (BGB) shall not apply to the time limits pursuant to this Section 14.4. This shall not apply to § 188 para. 3 German Civil Code (BGB), which shall apply.

14.4.8. If a Saas Contract exists solely for the Basic Functionalities, it may be terminated with three months' notice to the end of the calendar quarter.

14.5. Terms of Payment for the Use of the Contract Software

14.5.1. If the Customer has to pay traplinked a remuneration for the use of the Contract Software pursuant to Section 14.4, traplinked's claim to the remuneration arises in advance at the beginning of the respective term and at the beginning of each extended term and shall be payable on the day it arises.

14.5.2. For the payment of the remuneration according to Section 14.4, the Customer shall issue a SEPA direct debit mandate or agree to the repeated debiting of his credit card.

14.6. Further consequences of default in payment

14.6.1. If the Customer is in default of payment of a fee under the Saas Contract for more than two consecutive months, we shall be entitled to withhold the use of the Contract Software, in particular to temporarily block the Customer’s access to the Contract Software, until all outstanding fee claims in respect of which default has occurred have been settled.

14.6.2. Fees in connection with the use of the Contract Software that are not calculated on the basis of usage must also be paid by the customer during the period of retention or blocking pursuant to Section 14.6.1.

14.6.3. Our right to terminate for cause and to claim further damages for default remains unaffected.

14.7. Increase in remuneration

If you owe us remuneration for the use of Premium Functionalities or the Interface Functionality, we may increase the respective remuneration for the future by declaring this to you in text or written form. The increase shall take effect six weeks after our declaration of increase if a new term of the service to be remunerated begins at this time. If this is not the case, the increase shall take effect after the expiry of the six-week period with the start of the next new term of the service to be remunerated. Such an increase in remuneration will amount to a maximum of 10% of the respective remuneration valid until then. It is clarified that the possibility of termination at the end of the respective term remains unaffected.

14.8. Obligations of the Customer

14.8.1. The Customer shall ensure that it is entitled to use the data used in the use of the Contract Software (e.g. location data, data of the users deployed by the Customer; "Customer Data") as well as all rights therefrom to the extent required for the use of the Contract Software and its functions.

14.8.2. The Customer grants traplinked a non-exclusive right to use the Customer Data free of charge for the duration of this contract. However, the right of use shall only include such use of the Customer Data as is necessary for the performance of traplinked's contractual obligations; Section 9 shall remain unaffected.

14.8.3. If a claim is made against traplinked in connection with the Customer Data and its use due to an infringement of third party rights, the Customer shall indemnify traplinked against such claim upon first request.

14.8.4. The Customer shall be responsible for the provision and maintenance of the Customer Data, a sufficient backup of the Customer Data at another storage location as well as for the maintenance, administration and, if necessary, personal configuration of the access to the Contract Software granted to the Customer.

14.8.5. If traplinked provides a user manual or other instructions for the Contract Software, the Customer shall independently acquire the explanations and instructions contained therein and observe them when using the Contract Software. Any qualification of the customer or the users of the Contract Software deployed by the Customer required for the use of the Contract Software shall be provided by the Customer at its own expense.

14.8.6. If the fulfillment of traplinked's contractual obligations requires the Customer's cooperation, the Customer shall cooperate to the required extent and in a reasonable manner free of charge, in particular the Customer shall be obliged to cooperate to a reasonable extent in troubleshooting and the provision of other support services by traplinked (including the documentation and transmission of the information necessary for troubleshooting and support services, which the Customer can provide with reasonable effort). Furthermore, upon traplinked's request, the Customer shall name suitable and responsible contact persons on its side.

14.8.7. If the Customer wishes to permanently or temporarily transfer the use of the Contract Software to a third party (e.g. by passing on the Customer's log-in data), he shall require the prior written consent of traplinked, unless the third party is a service provider of the Customer, uses the Contract Software exclusively in the interest of the Customer and is exclusively subject to the instructions of the Customer with regard to the use of the Contract Software. A right of termination of the Customer according to § 540 para. 1 sentence 2 German Civil Code (BGB) is excluded. If traplinked agrees to a transfer of the use of the Contract Software to a third party, the Customer's obligations towards traplinked under this contract shall nevertheless remain in force.

14.8.8. The Customer shall be obligated to take appropriate measures to ensure that unauthorized third parties cannot access the Contract Software, in particular to protect the log-in data from being read by unauthorized third parties. If the Customer has knowledge or suspicion that third parties can access the Contract Software or have gained knowledge of the log-in data, the Customer shall inform traplinked immediately.

14.8.9. The Customer shall ensure that its use of the Contract Software does not violate any statutory or official regulations or any official or judicial decisions known to it, unless the violation is the sole responsibility of traplinked.

14.8.10. The Customer shall ensure that the data used by it in connection with the use of the Contract Software or transmitted to traplinked do not contain any viruses or other malware and shall use state-of-the-art virus protection programs for checking purposes.

14.8.11. The Customer shall ensure that it uses only the Native App for the use of the Contract Software or only the internet browsers Google Chrome or Mozilla Firefox in the respective current version published by the respective manufacturer or provider for the use of the Web App. If the Customer uses another internet browser, performance deficits of the Contract Software shall not constitute a defect.

14.8.12. The Customer shall not be entitled to duplicate and modify the Contract Software, unless this should be necessary for the contractual use of the Contract Software or the modification is made to eliminate a defect the elimination of which by traplinked has failed according to Section 14.12.9.

14.8.13. Obtaining traplinked's trade secrets by observing, examining, deconstructing or testing the Contract Software which is in the Customer's lawful possession and which is based on traplinked's trade secrets shall be prohibited, unless the requirements of Section 69e German Copyright Act (UrhG) are met. This obligation of the Customer to cease and desist shall continue to apply after the termination of this contract. It shall end only and as soon as the respective trade secret has been made publicly available by traplinked.

14.8.14. Features of the Contract Software which serve to identify the program, in particular copyright notices, serial numbers or trademarks, may under no circumstances be removed, changed or made unrecognizable by the Customer.

14.8.15. The Customer shall inform traplinked without undue delay if it processes personal data using the Contract Software (Art. 4 No. 1, No. 2 GDPR), has become aware that the Contract Software does not comply with the requirements of the GDPR for a technical design under data protection law and the Contract Software cannot be used by the Customer without processing the personal data and without violating the GDPR.

14.8.16. If a claim is made against the Customer as a result of its use of the Contract Software due to an infringement of third party intellectual property rights by the Contract Software or due to non-compliance of the Contract Software with requirements of the GDPR, the Customer shall inform traplinked thereof without undue delay. In case of the possibility of a recourse claim of the Customer against traplinked, the Customer shall not be entitled to acknowledge or fulfill such claims without traplinked's prior written consent.

14.9. Owed Availability

14.9.1. The Customer and traplinked agree that the Contract Software shall not be classified as system-critical for the Customer's business operations.

14.9.2. traplinked shall ensure that the Contract Software is made available for use by the Customer on each day of a calendar year from 0:00 a.m. to midnight minus the interruptions within the meaning of Section 14.9.3 ("Provision Time").

14.9.3. The provision of the Contract Software may be interrupted

a. to carry out maintenance work or changes to the Contract Software ("Scheduled Downtime"), if a time window for the Scheduled Downtime has been agreed with the Customer or if traplinked has informed the Customer at least 24 hours in advance about the Scheduled Downtime and its expected duration and the Scheduled Downtime does not exceed eight hours, or

b. for other reasons which are not a Special Event and not a case in accordance with Clause 14.12.10 ("Other Downtime"), if the Other Downtime has been agreed upon with the Customer or if the interruption of traplinked's services is of short duration only, whereby such interruption is of short duration if it does not exceed one hour in an individual case or or a total of three hours during a week from Monday to Friday (excluding public holidays in Bavaria, Germany) between 8 a.m. and 6 p.m. and a total of six hours during the remaining time.

14.9.4. However, a breach of traplinked's performance obligations with respect to the Contract Software shall in any case and irrespective of the fulfillment of the Provision Time only exist if the Contract Software is available for use for less than 98.5% of theProvision Time.

14.10. Modifications or Enhancements of the Software

14.10.1. traplinked shall only be obligated to modify the Contract Software to the extent necessary for the maintenance of the Contract Software and for its further use by the Customer.

14.10.2. traplinked may, as long as the Contract Software retains the functionality owed by traplinked, modify or enhance the Contract Software at any time in order to adapt the Contract Software to new or changed technical, legal or economic requirements or to new or changed customer requirements or to introduce new or changed functions. traplinked shall inform the Customer adequately in advance about changes or enhancements of the Contract Software. traplinked may refrain from providing such information if the change is intended to remedy a malfunction, a defect or a security gap of the Contract Software in the short term or if the change does not involve an unreasonable modification of the Contract Software for the Customer. Modifications or enhancements shall not constitute a default in performance.

14.11. Termination for cause, blocking of access, deletion of data due to breach of duty

14.11.1. traplinked is entitled to terminate the Saas Contract for good cause, in particular

a. if the Customer in respect of a monthly remuneration is in default of payment of the remuneration for two consecutive dates or of a not insignificant part of the remuneration or in respect of a period extending over more than two dates is in default of payment of the remuneration in an amount equal to the remuneration for two months,

b. if the Customer is in default of payment of the remuneration for more than two months with respect to a remuneration payable annually,

c. if the Customer has culpably breached any other material obligation under this Agreement and as a result traplinked can no longer reasonably be expected to adhere to the Agreement,

d. if insolvency proceedings have been opened with regard to the assets of the customer or if the opening of such proceedings has been rejected due to lack of assets, or

e. if traplinked has been prohibited from offering or providing its contractually owed services as a result of a change in the law or as a result of an official or judicial decision or the offering or providing of the contractually owed services has otherwise become impossible.

14.11.2. If the Customer culpably violates its obligations under Section 14.8, traplinked may, after prior notification of the Customer in text form, block the Customer's access to the use of the Contract Software, if the violation can be demonstrably remedied.

14.11.3. If the Customer culpably violates its obligations under Section 14.8.9 and Section 14.8.10, traplinked may delete the Customer Data causing the violation.

14.12. Warranty

14.12.1. traplinked warrants from the beginning of the contract and during the term of the contract that it will maintain the Customer's possibility to use the Contract Software in accordance with the service description from Section 14.2 to Section 14.4 and the scope of services contractually agreed therefrom (contractually agreed quality [vertraglich vereinbarte Beschaffenheit]).

14.12.2. Malfunctions and failures of the Contract Software caused by use of the Contract Software contrary to the terms of the contract or improper use of the Contract Software, by other hardware or software of the customer which is directly or indirectly connected to the Contract Software or by a modification of the Contract Software made by the Customer or third parties without the consent of traplinked shall not constitute a defect.

14.12.3. If the services of traplinked are not provided in accordance with the contract, §§ 536 ff. German Civil Code (BGB) shall apply, unless otherwise stipulated in this contract. The liability without culpability according to § 536a para. 1 German Civil Code (BGB) for defects existing at the time of conclusion of the contract shall be excluded.

14.12.4. Should the Customer discover a defect in the Contract Software, the Customer shall immediately notify traplinked of the defect in text form. If a notice of defect by the Customer is not sufficiently concrete and verifiable, we may require the Customer to submit a concrete and verifiable description of the defect.

14.12.5. Within eight hours after notification of the defect, we shall assign the defect to a defect class in accordance with § 315 German Civil Code (BGB). Defect class 1 comprises defects as a result of which the productive use of the Contract Software by the Customer is not possible or only possible to a significantly limited extent; the prerequisite is the failure of at least one of the following functionalities: viewing the dashboard, location management, device management of the Customer’s traplinked Mobile IoT Devices. Defect class 2 includes defects which do not constitute a defect of defect class 1, and due to which the productive use of the Contract Software is limited, but the core functionalities (i.e. at least the following functionalities: Sending of notifications, viewing of floor plans, data export as pdf, csv or excel file, infestation notifications, AI analysis of TOM images) - as far as these are owed - are however available. Defect class 3 includes all other defects. If there is a defect in the Contract Software, the following response times shall apply, depending on the defect class, after the expiry of which, following receipt of a concrete and verifiable defect notification from the Customer, we shall commence with the remedy of the respective defect: in the case of defect class 1, the response time shall be eight hours; in the case of defect class 2, the response time shall be two working days (excluding Saturdays and public holidays in Bavaria, Germany); in the case of defect class 3, the response time shall be ten working days (excluding Saturdays and public holidays in Bavaria, Germany).

14.12.6. The remedy of a defect in the Contract Software may also be effected by a temporary solution or by the possibility of circumventing the defect by way of a deviating use of the Contract Software, provided that such solution remedies the defect or the Customer can thereby reasonably use the Contract Software.

14.12.7. Notwithstanding § 275 para. 1 to 3 German Civil Code (BGB), traplinked may refuse to remedy a defect if such remedy is only possible at disproportionate costs.

14.12.8. The Customer shall not be entitled to claim a reduction of the remuneration by independently deducting the amount of the reduction from the current remuneration. The Customer's claim under the law of enrichment to claim back from traplinked a part of the remuneration overpaid due to a justified reduction of the remuneration shall remain unaffected.

14.12.9. Pursuant to § 543 para. 2 no. 1 German Civil Code (BGB), the Customer shall be entitled to terminate the contract for good cause if (a) the failure of traplinked to perform the services in accordance with the contract constitutes a breach of duty which is not merely insignificant and if (b) (i) the remedy of the defect is impossible, (ii) traplinked refuses to remedy the defect, (iii) the remedy of the defect is unreasonable for the Customer for other reasons or (iv) the remedy of the defect by traplinked has failed. The rectification of defects shall be deemed to have failed after the third unsuccessful attempt by traplinked, but no earlier than two weeks after the end of the reaction period applicable to the defect.

14.12.10. If the performance of traplinked is delayed or temporarily prevented by a Special Event or technical problems of the internet beyond traplinked's control, traplinked shall - to the extent known to traplinked - immediately inform the Customer of the existence of such obstacle and its expected duration and traplinked's obligation to perform shall lapse for the duration of the obstacle to performance. Conversely, the Customer's obligation to pay the remuneration shall lapse for the duration of the impediment to performance, unless this is shorter than 24 hours. If the impediment to performance is not only temporary, traplinked and the Customer shall each be entitled to terminate the contract for good cause; an impediment to performance which is not only temporary shall be deemed to exist if the impediment to performance lasts longer than two weeks. In case of a termination due to such an impediment to performance, claims for damages shall be excluded.

14.13. Statute of Limitations

14.13.1. Deviating from the statutory provisions, claims of the customer against traplinked arising from or in connection with the Saas Contract shall become statute-barred two years after the end of the year in which the claim arose and the customer became aware or should have become aware of the circumstances giving rise to the claim and the identity of the debtor, at the latest, however, five years after the claim arose, unless the claim is based on an intentional or grossly negligent breach of duty, results from the assumption of a guarantee for the quality (Beschaffenheit) of an item or from the fraudulent concealment of a defect or is for compensation for damages from injury to life, body or health.

14.13.2. § 548 German Civil Code (BGB) shall remain unaffected.

14.14. Termination of the Saas Contract

14.14.1. If the Saas Contract ends, the Customer's right to use the Contract Software ends at the same time.

14.14.2. If the Saas Contract ends, traplinked shall be entitled, but not obligated, to delete the data uploaded or otherwise provided by the Customer within the scope of the use of the Contract Software after the expiration of 12 months.

14.14.3. If the Customer continues to use the services of traplinked or parts of the services (e.g. Premium Functionalities) of traplinked after expiration of the contract term, this shall not lead to an extension of the contractual relationship; § 545 German Civil Code (BGB) is excluded. The accrual of a claim for compensation for use by traplinked against the Customer with regard to the continued use remains unaffected, unless the Customer has effectively terminated the contract or the relevant service via the Web App, traplinked provides the Customer with the terminated services beyond the contract term despite the termination and the Customer has notified us of this.

14.15. Data protection

14.15.1. When using the Contract Software, the Customer shall only process personal data (Art. 4 No. 1, No. 2 GDPR) to the extent it is entitled to do so. In particular, the Customer shall ensure that it has the consent of the data subject required for the processing, unless the processing is covered by a statutory element of permission. If a third party asserts claims against traplinked due to a processing of personal data by the Customer, the Customer shall indemnify traplinked against such claims upon first request.

14.15.2. The parties shall conclude a processing agreement (Auftragsverarbeitungsvertrag) to the extent that this should be necessary for the performance of this contract in accordance with the requirements of the GDPR. If the Parties conclude a processing agreement with regard to the performance of this contract, the provisions of the processing agreement shall prevail over the provisions of this contract to the extent the provisions contradict each other.



As from 31.01.2024