General Terms and Conditions of Telerion GmbH

1.1. These Terms and Conditions represent the exclusively applicable conditions for the provision of the Communication-as-a-Service (CaaS) – Services (hereinafter referred to as „Services“) by Telerion GmbH, Q 7, 24, 68161 Mannheim, HRB Number 726791, (hereinafter referred to as „Telerion“), unless they have not been altered through written consent between the parties. In addition, product descriptions and – if available – product specific or individual SLA Agreements shall apply.

1.2. These Terms and Conditions shall apply only vis-à-vis entrepreneurs, governmental entities or special governmental estates within the meaning of § 310 (1) BGB*.

1.3. Customer’s terms and conditions do not apply, even if Telerion does not separately object to their validity. Deviating or contradicting conditions only apply if they are recognized by Telerion in writing.

1.4. Telerion reserves the right to amend these Terms and Conditions in justified cases (such as a change in the law). Changes to these Terms and Conditions will be notified to the Customer by email. If the Customer does not object to this change within two weeks of receiving the notification, the changes are deemed to have been recognized by the Customer. In the event of changes to the Terms and Conditions, the Customer will be separately informed of the right to object and the legal consequences of silence.

1.5. Our Terms and Conditions shall also apply to all future business with the Customer of the same kind, in their currently valid version at the time of conclusion of the respective contract.

2.1. The presentation of Services on our website doesn´t constitute a legally binding offer, but merely an invitation to place orders (§ 145 BGB*). A Contract comes into existence between the Customer and Telerion as soon as Telerion accepts the order in writing or simply activates the Services.

2.2. After activation of its account, the Customer can order chargeable services. This includes especially User-Licenses. Telerion will confirm the order by sending an Order confirmation to the Customer.

3.1. Telerion offers to the Customer the use of the Services over the Internet for the duration of the Contract. The range of functions are set out in the product description provided to the Customer.

3.2. Unless otherwise agreed, the Services do not include any customization or consulting services.

3.3. The use of the Services requires an appropriate infrastructure. The Customer bears the sole responsibility for the functionality of its Internet access, including the transmission channels, hardware and software.

3.4.
Workspace-Data (Sec. 8) will be stored in the cloud data center of a third-party provider(s).

3.5. Telerion reserves the right to update or develop further the Services to the extent that this does not cause any disadvantages or additional costs for the Customer. In case that a specific function of the Services is no longer supported, Telerion will inform the Customer at the latest one month in advance. In this case, the Customer has the right to terminate the Contract with two weeks´ notice to the said date of Service alteration. The Customer shall not have the right to terminate the Contract, if the function in question is being replaced by an equivalent function or if the cancellation of the function causes only an insignificant reduction of the usage of the Services.

3.6. Telerion is entitled to engage subcontractors.

4.1. The Contract begins with the activation of the Services by Telerion.

4.2. The Customer may terminate the Contract or any of the User-Licenses purchased under it by giving prior notice of 30 days to the end of the month, but not earlier than at the end of the minimum term agreed upon regarding the User-Licenses.

4.3. Telerion may terminate the Contract or any of the User-Licenses purchased under it by giving prior notice of 90 days to the end of the month, but not earlier than at the end of the minimum term agreed upon regarding the User-Licenses.

4.4. Where no minimum term has been agreed on, the Contract and User-Licenses may be terminated by either party upon 30 days’ written notice effective end of month.

4.5. The right of termination for a good cause remains unaffected. Good cause in particular refers to:

4.5.1. an initiation of insolvency proceedings on the assets of the other party or on a personally liable shareholder or the submission of a claim to start insolvency proceedings or if the right to begin such measures has been denied due to insufficient assets;

4.5.2. violation of essential terms and conditions of the Contract;

4.5.3. default of payment and non-payment within a reasonable period of time.

4.6. If the Contract has been terminated, any User-Licenses will end at the end of the term of the Contract. With termination of all User-Licenses, the Contract will also end.

4.7. Notices of termination must be sent to sales@telerion.com

4.8. The access to the Customer account will be blocked after expiry of the Contract. It is the Customer´s responsibility to export its Workspace-Data (Section 8) and to transfer it to its own system. 30 days after expiry of the Contract, all of the Customer´s Workspace–Data will be irretrievably deleted.

5.1. Telerion assures a minimum availability of the Services of 99,99 % per year in average.

5.2. Maintenance work, adjustments, changes and additions to the Services (planned downtimes) as well as measures that serve to identify and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons. The Customer will be informed in good time – i.e. at least 7 days in advance – about the implementation of planned downtimes.

5.3. Downtimes that are attributable to the fault of the Customer, its employees or vicarious agents are excluded from the minimum availability granted, see also Sec. 6.4. and 6.5.

6.1. Telerion provides support via email. Inquiries should be sent to helpdesk@telerion.com.

6.2. The processing time depends on the complexity of the request.

6.3. At an extra charge, the Customer can book additional support services with guaranteed processing times.

6.4. When describing, limiting, identifying and reporting faults, the Customer must follow the instructions of Telerion.

6.5. The Customer must specify its fault reports and questions.

7.1. After activation of the Services, a virtual space will be assigned to the Customer, where the Services can be accessed („Workspace“).

7.2. In the Customer account the Customer can order User-Licenses and can give users access to the Workspace (“Authorized user”).

7.3. The Customer is obliged to provide complete and correct user data. In the event of changes, the Customer must ensure that the data is updated immediately.

8.1. The Customer and its Authorized users can transmit content and information to the Services as well as to create content and information in the course of the use of the Services („Workspace-Data“).

8.2. The Customer guarantees that both the Customer and its Authorized users are allowed to use the Workspace-Data accordingly.

8.3. The Customer remains owner of the Workspace-Data.

8.4. The Customer grants Telerion the right to use the Workspace-Data to the extent necessary for the provision of the Services. Should the Customer work with the Workspace-Data on behalf of a third party, the Customer warrants that the third party gave its permission for the usage of the Workspace-Date in the course of the Contract.

9.1. The Customer will provide accurate company details and is obliged to inform us of any change without undue delay.

9.2. The Customer undertakes to comply with all laws and provisions relating to the use of the Services and, in particular, not to transmit any illegal or immoral content to the Services, which violates the laws, official requirements or the rights of third parties, or to generate such content via the Services. In the event of a claim against Telerion due to the violation of this obligation, the Customer undertakes to indemnify Telerion in full from such claims by third parties, to reimburse Telerion all costs of legal defense and to compensate for any other damage resulting from the claim. The Customer must also defend Telerion against unfounded claims by third parties.

9.3. The Customer will inform its Authorized users as well as any third parties (such as customers of the Customer) of all requirements of Telerion of relevance for the use of the Services and will ensure that the Services are used lawfully and in accordance with the provisions of these Terms and Conditions.

9.4. The Customer undertakes to prevent unauthorized access by third parties to the Services.

9.5. It is the Customer´s responsibility to back up its Data before transmitting it to the Services.

10.1. Some of the Services provided by Telerion offer the option to operate a so-called Campaign-Landingpage on a subdomain of Telerion for the term of the Contract. In this case, 10.2. to 10.5. shall apply.

10.2. The Customer is solely responsible for the entire content of the Campaign-Landingpage.

10.3. The Customer undertakes to comply with all laws and provisions relating to the use of the Campaign-Landingpage and, in particular, not to offer any illegal or immoral content, which violates the laws, official requirements or the rights of third parties, or to make any mention of such contents. In the event of a claim against Telerion due to the violation of this obligation, the Customer undertakes to indemnify Telerion in full from such claims by third parties and to reimburse Telerion all costs of legal defense and to compensate for any other damage resulting from the claim. The Customer must also defend Telerion against unfounded claims by third parties.

10.4. The Customer is solely responsible for compliance with all legal requirements associated with the maintenance of the Campaign-Landingpage. These include in particular regulations on the obligation to provide information about the processing of personal data.

10.5. Each Campaign-Landigpage must include a Privacy policy of the Customer. The Customer will provide the content for it to Telerion in good time prior the start of the use of the Campaign-Landingpage by the Customer.

11.1. Payment for the Services is to be made in Euro.

11.2. The Customer is obliged to pay also any fees that may have been caused by its Authorized users. This also applies to unauthorized usage, unless the Customer can prove that it is not responsible for a breach of duty.

11.3. The prices apply to the scope of Services listed in the order confirmations. Additional Services will be charged separately. Prices are subject to the applicable VAT.

11.4. Unless otherwise agreed between the parties, the Customer will receive a monthly invoice for all Services rendered. Amounts are due 7 days after receipt of the invoice.

11.5. Invoices will be provided to the Customer solely as a PDF-document via email or will be made available for download in the Customer portal of Telerion.

11.6. The Customer agrees with the transmission of invoices via email.

11.7. Objections to invoiced amounts are to be raised in writing within 14 days following receipt of invoice. After expiry of this term, the invoice shall be deemed to be accepted. The objection does not release the Customer from the obligation to pay. In the event of a justified objection, a credit note will be issued.

11.8. Fees and other costs incurred with the payment are to be borne by the Customer.

Telerion reserves the right to adjust the fees for the Services in the course of a contract renewal. If affected, the Customer will be informed at least 30 days before the renewal. If the Customer does not agree to the new pricing, the Contract or the User-Licenses affected by the fee adjustment ends at the end of the current term, i.e. the contract renewal won´t take place.

13.1. Telerion assures, that the Services correspond to the recognized rules of technology and have the functional scope shown in the respective product descriptions.

13.2. The Customer must report defects immediately. Insignificant reductions do not constitute a defect.

13.3. For the warranty claims the defect regulating provisions of leasing law apply.

14.1. Telerion shall be liable without restriction for intent or gross negligence.

14.2. This liability is limited to typical contractual and foreseeable damage. In case of slight negligence – other than in cases of injury to life, body or health – Telerion is only liable if any essential contractual obligation is affected.

14.3. Except in the cases of injury to life, body or health, any liability of Telerion for indirect or unforeseeable damages, loss of use, loss of profit, damages due to third party claims shall be excluded in case of simple negligence.

14.4. Liability according to the Product Liability Act and other mandatory statutory provisions remains unaffected by the above regulations.

14.5. In case of loss of data Telerion shall be liable for no more than the amount of the costs that would have been incurred for the recovery of the data in case a proper back-up strategy of the Customer is implemented.

14.6. As far as telecommunication services are being provided, Telerion shall be liable for financial losses suffered by the Customer and caused negligently by Telerion or one of its vicarious agents, only up to the amount of 12.500 Euro per case of damage and per Customer and 10 Mill. Euro per event causing damage in terms of the entirety of the claimants. If the amount which is to be paid to several customers based on the same event exceeds the upper limit, the damages will be reduced in proportion to the total number of all damage claims to the upper limit of liability.

14.7. Any further liability of Telerion is excluded.

14.8. Cases of exclusion and limitation of liability shall apply equally to our employees, legal representatives and vicarious agents.

15.1. Force majeure occurs in the event of any unforeseeable, serious event, such as in particular war, terrorist conflict, epidemic, pandemic or industrial action, which is beyond the control of a contracting party and which prevents a contracting party, in whole or in part, from fulfilling its obligations, including fire damage, floods, strikes as well as malfunctions not caused by her or official orders and lawful lockouts.

15.2. If the obligations under the contract are prevented, the affected party must immediately notify the other party of the occurrence and cessation of force majeure. It will use its best efforts to remedy force majeure and limit its effects as much as possible.

15.3. The parties undertake to adapt the contract to the changed circumstances in good faith. For the duration and to the extent of the direct and indirect effect, the parties are released from their obligations under the contract and do not owe any damages in this respect. In addition, each contracting party can withdraw from the contract if it is foreseeable that an agreed settlement date will be exceeded by more than 8 weeks.

16.1. Telerion holds the exclusive copyright and all property rights to the Services and their software components. Where such rights are held by third parties, Telerion holds respective rights of use and exploitation.

16.2. Telerion grants to the Customer and to its Authorized users the non-exclusive, non-transferable license to use the Services during the term of the applicable Contract or User-License by accessing them through the internet.

16.3. Any sublicensing or other further licensing is not permitted. The use by third parties requires the written consent of Telerion.

16.4. The above apply also to any Updates and Upgrades of the Services.

17.1. The Customer only has the right to offset against a claim from Telerion if its claims are undisputed, legally established or recognized by Telerion or the consent of Telerion has been obtained.

17.2. Rights and obligations from this contract may only be transferred to third parties with the prior written consent of Telerion. Consent must not be unreasonably withheld. The regulation of § 354a HGB** remains unaffected.

18.1. Telerion acts as a data processor for the Customer within the terms of the European General Data Protection Regulation (Regulation (EU) 2016/679). Details are regulated in a separate data processing agreement.

18.2. The Customer is obliged to ensure the fulfillment of the data protection obligations towards its end customers by means of suitable measures (e.g. publication of data protection regulations, announcements, etc.).

18.3. Furthermore, Telerion collects, processes and uses master and connection data for the purpose of calculation of the Service fees and execution of the Contract.

18.4. The Parties agree to keep all Confidential Information strictly confidential. Confidential Information shall mean all information which is made available to the receiving party or its representatives, in writing or any other form, when such information is clearly marked as confidential, described as such or is otherwise recognizable as such. Products, manufacturing processes, know-how, trade secrets, business relationships, business strategies, business plans, financial planning and personnel matters are considered to be Confidential Information, regardless of the medium.

18.5. Confidential Information, within the meaning of Sec. 18.4. of this agreement, shall not include such information of which the concerned party having received the information in question can demonstrate:

18.5.1. is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the concerned party;

18.5.2. becomes known to the concerned party through a disclosure by sources other than the other party or of one of its affiliates having no duty of confidentiality to the other party, whether direct or indirect, with all respect to such information and having the legal right to disclose such information;

18.5.3. that the Proprietary Information has been independently gained and without infringing a duty of confidentiality.

18.6. The fact that there is a business relationship between the Customer and Telerion is not confidential, see also Sec. 19.

18.7. Without prejudice to the aforementioned provisions, the parties are entitled to comply with their statutory disclosure obligations. The scope of the disclosure of confidential information should be kept as low as possible.

18.8. Each party will only make confidential information available to its employees or consultants to the extent that this is required by the contractual purpose.

18.9. These confidentiality obligations remain valid also after the termination of the contractual relationship between the parties.

Telerion reserves the right to name the Customer towards third parties as “reference customer” for the duration of the contract and to include the Customer’s name and logo on their own website for the purpose of providing reference.

20.1. Amendments and supplements to these Terms and Conditions have to be agreed on in writing. This is also the case for the revocation of the written form requirement.

20.2. The law of the Federal Republic of Germany applies, with the exclusion of the Vienna UN Convention of 11th of April 1980 on Contracts for the International Sale of Goods (CISG).

20.3. The place of performance and the exclusive place of jurisdiction for all disputes arising out of or in connection with this Contract or the orders placed under it is Mannheim, Germany.

20.4. In case of differences between the German and English versions or in other cases of doubt, the German version applies.

* BGB stands for Bürgerliches Gesetzbuch (German Civil Code)

** HGB stands for Handelsgesetzbuch (German Commercial Code)

Last updated: 26.02.2021

Version: 1.1 3.