General Terms and Conditions of Airteam Aerial Intelligence GmbH

II. Additional Terms – Software-as-a-Service Solutions

In addition to the General Terms and Conditions, the following special terms apply to SaaS solutions.

1. Subject Matter of the Contract

1.1. We offer various software solutions to support business processes and provide these for use via the Internet as a web application (SaaS solution). The specific functional scope of the SaaS solution as well as the hardware and software environment requirements to be met on the customer side result from the respective offer and the user documentation. Provision of the SaaS solution (on data carriers or via online transmission) for local installation is not possible.

1.2. As part of the SaaS solution, storage space is provided on central servers on which the data generated and processed with the SaaS solution can be stored for the duration of the contractual relationship. Archiving of the data in accordance with commercial and tax retention periods is currently included in the scope of services.

1.3. The point of performance transfer is the router output of the data center we use to the Internet. You are responsible for connecting to the Internet, providing or maintaining the network connection to the data center, and procuring and providing Internet access components on your side.

1.4. The SaaS solution is generally available outside operating hours (365 days, 24 hours), but there is no entitlement to this. If, for urgent and unavoidable technical reasons, maintenance work must exceptionally be carried out during operating hours resulting in the SaaS solution not being available during this time, we will inform you in advance by email to the address you have provided, where possible.

Service Levels for SaaS Solutions:

• Operating time: 24 hours per day, 7 days a week
• Maintenance windows: Planned maintenance involving an interruption will, where technically possible, be carried out on working days between 20:00 and 09:00
• Availability during operating time: at least 99% on average per calendar month, whereby planned maintenance is excluded from the availability calculation.

1.5. We undertake the analysis and remediation of documented, reproducible errors of the SaaS solution (“Support Services”) by qualified personnel and according to recognized industry standards. We do not warrant the successful elimination of errors and assume no guarantee in this respect.
An “error” within the meaning of these terms is any malfunction reported by you which results in:

• a deviation of characteristics and functionality from the offer and user documentation, with more than an insignificant impact on usability, or
• corruption or loss of data processed or generated by the SaaS solution.

If a reported malfunction cannot be reproduced, it is not deemed an error. In such a case, the parties will jointly determine the further course of action.

1.6. You must report any errors without delay with an exact description of the problem. The report may initially be made orally, but must be repeated in text form (email) no later than the next working day. We are available to receive error reports Monday to Friday from 09:00 to 18:00.

1.7. For error reports, the activities described below are performed within the response time. The response time depends on the error class; the following error classes apply: (The error class table follows unchanged.)

1.8. Within the response times, we will provide a proposal for remediation of the error. This includes:

• presentation of the results of the analysis performed;
• presentation of the impact on other functionalities (criticality);
• proposal of a procedure to remedy the error.

1.9. We are not obliged to provide Support Services:

• for errors based on unauthorized changes or modifications of the SaaS solution;
• for other software (in particular third-party software used on customer systems);
• for errors due to improper or unauthorized use or user error, where operation is not in accordance with documentation;
• for hardware defects;
• for use of the SaaS solution on hardware or operating systems not permitted by the documentation;
• in the form of on-site deployments by our staff.

We are entitled to treat such services as separate engagements and invoice them in addition to SaaS usage fees in accordance with applicable service rates.

1.10. The services listed above are exhaustive. We are not obliged to provide further services, in particular installation, customization, programming, consulting or training services.

2. Cooperation Duties

You must perform in full and in a timely manner all cooperation duties required for the contractual services. These include in particular:

• compliance with all applicable laws and legal regulations when using the SaaS solution;
  transmission of data/content that violates laws or third-party IP/personal rights is prohibited.
• in the event of an error report, immediate provision of all logs, documentation and other relevant information;
• regular participation in product training or acquisition of necessary knowledge by other means;
• only transmission of data free of viruses or other harmful code;
• no use of software, techniques or procedures that impair operation, security or availability.

‍3. Adjustment of Fees

We are entitled to adjust fees during the term of the contract. Price increases must be announced in text form at least six weeks before they become effective. If the price increase exceeds 25% of the previous fee, the customer has a special right of termination which may be exercised in writing with one month’s notice to the end of the calendar month following receipt of the price increase notice.

4. Blocking of Data

If a third party asserts an infringement of rights by data or content transmitted by the customer to the data storage provided by us, we may temporarily block the respective data or content if the third party has made the infringement plausible. We will request the customer to cease the infringement or prove lawfulness within a reasonable period. If this is not done or not sufficiently done, we may terminate the contract for cause without notice. If the infringement is attributable to the customer, the customer must compensate the resulting damage and indemnify us upon first request.

‍5. Changes to Services

We may modify, further develop or supplement the SaaS solutions at any time. We will notify contract-relevant material changes by email at least six weeks in advance. The customer may object within one month. If no objection is made, the changes become part of the contract. In the event of timely objection, we may terminate the contract with one month’s notice to the end of the calendar month.

6. Rights in Case of Defects

6.1. If the service level specified in II. 1.4 falls below 95% availability for three (3) consecutive calendar months or three (3) months within six (6) months, and we are responsible, the customer may terminate the contract without notice and claim damages in lieu of performance.

6.2. In other cases of non-conforming performance, we are entitled and obliged to subsequent performance. After an unsuccessful grace period, statutory remedies apply; rescission or damages in lieu of performance are available only for error classes 1 or 2.

6.3. The limitation period for defect rights is twelve (12) months.

7. Third-Party Intellectual Property Rights

7.1. If the contractual use of the SaaS solution infringes industrial property rights or copyrights of third parties and third parties assert claims against the customer on account of such infringement, we shall, at our option and at our own expense, either
(a) procure the right for the customer to continue using the SaaS solution, or
(b) modify the SaaS solution so that it no longer infringes any third-party rights and continues to possess at least the contractually agreed characteristics.

7.2. Our obligation under Section 7.1 shall not apply if the third-party claim is based on:

• changes to the SaaS solution not authorized by us under this contract or otherwise;
• use of the SaaS solution in a manner other than as contractually intended; or
• use of the SaaS solution on hardware platforms or operating system environments not approved by us.

In these cases, we shall, at our discretion, either defend the customer or indemnify the customer against damages directly arising from such a claim and asserted in court, subject to the liability limitations set out in Section II. 8. The obligation to indemnify does not apply if we prove that the customer is not responsible for the infringement.

7.3. The customer must notify us without delay if third parties assert claims for infringement of intellectual property rights. The customer is only entitled to take measures to defend against such claims (including settlement) if we have previously informed the customer that we will not assume defense of the claim.

8. Liability

8.1. We shall be liable without limitation in accordance with statutory provisions for intent and gross negligence, for claims under the German Product Liability Act (Produkthaftungsgesetz), and for injury to life, body, or health.

8.2. In all other cases, liability per calendar year is limited to the foreseeable damage typical for the contract at the time of contract conclusion, and in total to an amount not exceeding 50% of the fees paid by the customer in that calendar year.
This liability limitation also applies to data loss and data corruption.

9. Confidentiality; Data Protection; Data Security

9.1. The processing of data subject to professional confidentiality obligations (e.g., patient data, client data in legal or tax advisory professions) may require the consent of the relevant individuals. The customer is solely responsible for determining whether such consent is required and, if so, ensuring such consent has been obtained.

9.2. Access and Handling of Data

9.2.1. We shall grant access rights to personal data only to those employees who require access for performance of their duties. Access rights must be removed without delay if an employee leaves our organization or no longer requires access.

9.2.2. We shall not make copies or other records of personal data provided for processing, nor permit third parties to do so. Exceptions apply only to copies strictly necessary for proper data processing.

9.2.3. We may not use customer data for our own purposes or for purposes of third parties, nor make data accessible to third parties, except where the customer has provided prior written consent (e.g., for product demo or marketing purposes).

9.2.4. Where the customer is legally required to provide information to individuals regarding processing of their personal data, we shall support the customer in providing such information.

9.2.5. We only use employees and subcontractors who are bound to data secrecy.

9.3. We take reasonable technical and organizational measures to protect data against unauthorized access, modification, destruction, loss, unauthorized transmission, or misuse. If a risk to data or the SaaS solution cannot be removed by reasonable means, we may delete affected data and will notify the customer in advance via email.

10. Confidentiality

10.1. Both parties are obliged to treat as confidential all information disclosed to them during performance of the contract that relates to technical, commercial, or organizational matters of the other party. Such information may not be used or disclosed to third parties without prior written consent, except to personnel or subcontractors who require it for contract performance and are bound to confidentiality. Each party must notify the other without delay in the event of unauthorized disclosure.

10.2. The confidentiality obligation does not apply to information that:

• was lawfully received from third parties without confidentiality obligation,
• was publicly known at the time of the contract or later becomes publicly known without breach,
• was already in the possession of the receiving party, or
• was independently developed by the receiving party.

10.3. If a party is legally or by court/authority order required to disclose information, that party must inform the other in advance, and shall use best efforts to ensure confidential handling of the disclosed information.

10.4. The confidentiality obligation continues for one (1) year after termination of the contract.
For data subject to statutory professional secrecy or data secrecy obligations, confidentiality applies indefinitely.

11. Transfer of Contract

We are entitled, with six (6) weeks’ advance notice, to transfer rights and obligations under this contract to a third party. In this case, the customer may terminate the contract within two (2) weeks of receiving notice of transfer.

12. Termination and Consequences of Termination

12.1. The right of both parties to terminate for cause remains unaffected. We may terminate without notice if:

• the customer is in default of payment of at least two months’ usage fees,
• insolvency proceedings are initiated or imminent,
• the customer transfers its user account or provides third parties access to the SaaS solution without approval,
• the customer otherwise breaches contractual obligations and does not remedy the breach within a reasonable grace period.

12.2. Upon termination, the contract must be properly wound up. We shall, at our expense and no later than four (4) weeks after termination, either:

• provide the customer (or a designated third party) with the data and any databases created, via remote transmission or on data carrier, and
• delete the data after confirming successful transfer, and destroy all remaining copies;
  or, at the customer's option,
• restrict access to read-only for the duration of mandatory commercial and tax retention periods, without deletion.