AGB

General Terms and Conditions for digital memberships of soft.fact GmbH

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§1 SCOPE

1. these terms and conditions apply to all existing and future services of soft.fact. At the latest in case of using the services a user* agrees to the General Terms and Conditions (GTC).

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* A user is used in our T&Cs as a proxy for all people.

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2. soft.fact offers a B2B software-as-a-service platform for organization and team design in the areas of recruiting, leadership, employee, systemic team and organization development and also change management. For this purpose, interpersonal skills, also known as soft facts or human skills, are measured, calculated, analyzed, visualized, explained, made usable and trainable by software.

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3. the services can be accessed either (i) as an individual or (ii) on behalf of an organization or a company. If a user (i) registers for the services of soft.fact on behalf of an organization, the organization guarantees (i) the authority to represent the organization (ii) and that a user accepts the GTC of soft.fact on behalf of the organization, if the authorization is given.

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4. our terms and conditions apply exclusively. Conflicting, deviating or supplementary terms and conditions of a user (i)/an organization (ii), a contractual partner*, are not recognized by soft.fact, unless soft.fact has expressly agreed to their validity in writing. The soft.fact terms and conditions shall also apply if soft.fact provides its own services without reservation in the knowledge of conflicting or deviating terms and conditions of a user (i)/an organization (ii).

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5. soft.fact's terms and conditions only apply to companies in the sense of § 310 I BGB (German Civil Code), as well as legal entities under public law and special funds under public law.

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6. a user (i) is obliged to create a digital profile with the legally relevant and correct information of the organization (ii) and associated teams or persons in the platform of soft.fact for the execution of the contract with soft.fact and, if necessary, to send platform accesses to all team members of the relevant teams. The team members involved can create profiles for themselves and determine the level of detail for the database on analysis and developments on a voluntary basis.

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§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES

Subject to these Terms and Conditions and the Term defined below, we grant User (i) and Organizations (ii) a limited, non-exclusive, non-transferable right to access and use our proprietary and hosted software products and any necessary customization (collectively, the "Performance and Services") via a web browser. The Performance and Services may only be used for internal business purposes, unless separately agreed by contract.

1. users (i) and/ or organizations (ii) can purchase free and paid services from soft.fact for example. Employees, managers, teams, candidates and organizations in the form of Membership for the use of the platform. Details of the respective membership or licenses are regulated in separate membership or license agreements between user (i)/organization (ii) and soft.fact.

2. one membership is valid per person. These conditions can be found in the current pricing model, which is made available to the user (i)/the organization (ii) in digital form at(softfact.works/prices). Additional services that go beyond the membership or license of the Software-as-a-Service platform will be invoiced separately. This is due on the first of each month for the following month. The prices of the services and performances are determined according to the respective time of the conclusion of the contract. soft.fact is entitled to change the price lists at any time. § 3 applies accordingly.

3. in the free account of soft.fact, it is possible for user (i) and organization (ii) to receive the individual personality as well as its contents, such as reflection notes and recommendations for action based on the diagnosis of the personality. In addition, the 360° personality feedback can be used. In addition, it is possible to maintain one's own user (i) and organization (ii) profile in the free account. The information provided by user (i) is up to user (i). The information provided must always be kept up to date and checked regularly (at least every two months).

In the paid membership, "Ambassador", users (i) and organizations (ii) can analyze and develop additional soft facts such as sociological team role inclinations, values, working methods, communication, motives and other human skills. soft.fact also provides content on these, such as reflection notes or recommendations for action. Users (i) and organizations (ii) can also use the 360° feedback with additional soft facts in the paid membership.

4.1 In the paid membership, "Ambassador", it is also possible for users (i) and organizations (ii) to record the condition of a team with additional soft facts, for example, on the basis of personality, values, sociological team role inclinations, and other soft facts. In doing so, further content for teams such as reflection notes and recommendations for action are output. However, the state of a team can only be recorded if all members of a team created at soft.fact have provided the necessary information for the analysis in the questionnaires provided for this purpose and have agreed to the analysis. Which information the users (i) provide as well as the consent to the analysis is up to them.

4.2 In the paid membership, "Ambassador", the development of employees and teams is possible as well as the recording of the development process. Users (i) and organizations (ii) can start a development process, also called blended learning journey, based on soft facts analysis. In stand-alone and group intervention sessions, users (i) can interact with content and document their progress. The effect of the development on user (i) in individual or group constellations, as well as the effect on business KPIs defined by soft.fact for user (i) and organizations (ii) can be measured continuously by user (i) and organization (ii). Which information the users (i) provide as well as the approval of the development is up to them freely.

4.3 In the candidate analysis, users (i) and organizations (ii) can invite external/internal candidates to an analysis based on soft facts. Whether a candidate accepts the invitation and what information he/she provides is up to the candidate him/herself.

5. soft.fact reserves the right to discontinue the performance and services at any time if payments are not received on time. The subject of the order is exclusively the agreed performance or service, not the achievement of a certain economic success or the preparation of expert opinions or other works. The services of soft.fact are rendered when analyses and evaluations have been carried out and the resulting conclusions for the user (i) or the organization (ii) have been elaborated for further use. It is irrelevant whether or when the conclusions or recommendations for action are implemented.

6. User (i) and Organizations (ii) may not copy, reproduce, alter, modify or create any works related to the Service; rent, lease, distribute, resell the Service; or use the Service for the purpose of competing with us (or contract with a third party for such purpose); Remove or alter the logos, trademarks, patent or copyright notices, confidentiality or proprietary notices, or other notices or labels located on or in the Service. User (i) and Organization (ii) agree to use the Service and Services in accordance with all applicable local, state, national and international laws, rules and regulations.

8. You may not authorize, solicit or encourage any third party (i) to use the Service and Services to upload, transmit or otherwise distribute any Content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses or is otherwise objectionable as determined by us; (ii) resell, copy, reproduce or otherwise exploit any portion of the Service without our express written permission; or (iii) use any tools such as. such as a robot, spider, or other automated device or manual process, to monitor or copy Content from the Service.

9. Trial, Trail Access and Beta Releases: If User (i) or Organizations (ii) obtains access to the Services or features of the Service on a free or trial basis or as an alpha, beta or early access offering ("Trials and Betas"), use is permitted only for internal evaluation a User (i) or Organization (ii) during the period (or, if not specified, 30 days) specified by soft.fact. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be non-functional or incomplete or may contain features that soft.fact may or will never release, and their features and performance information are confidential information of soft.fact. Notwithstanding any other provision in this Agreement, soft.fact provides trial versions and betas "as is" without any warranty, compensation or support services, and soft.fact's liability for trial versions and betas does not exceed 40€.

10. the obligations from § 312i para. 1 p. 1 no. 1 to no. 3 and p. 2 BGB do not apply.

§ 3 PERFORMANCE CHANGES

1. soft.fact is entitled to change these GTC including all services in the Software-as-a-Service platform and related proprietary systems, services, prices, memberships, licenses, call-offs and attachments at any time. All renewals will be subject to the TOS in effect at the time of renewal. Announcement of all renewals will be made by email or via the Software-as-a-Service Platform to all Users (i)/Organizations (i). A User (i)/Organization (ii), may access the current version of the TOS at https://softfact.works/agb.

1.1 If a user (i) or the organization (ii) does not object to these changes within 14 days from the announcement of the changes, they become an effective part of the contract.

1.2 If a User (i)/the Organization (ii) objects, soft.fact may terminate the existing contract with immediate effect within 14 days. If soft.fact does not terminate the contract, it shall continue to exist under the old conditions. The form of the termination is reserved to soft.fact.

2. subsequent changes and additions to the order between user (i)/organization (ii) and soft.fact require text form to be effective. This also applies to the waiver of this formal requirement. The priority of the individual agreement according to § 305b BGB remains unaffected.

3. soft.fact is obligated to execute subsequent change requests of a User (i), if this is possible without additional costs or postponement of deadlines. Otherwise, soft.fact shall inform the User within 14 days of the details of the necessary additional costs. If a User (i) does not confirm the change in writing within a further 14 days, the request for change shall be deemed to be cancelled.

§ 4 DUTY OF CONFIDENTIALITY, DATA PROTECTION

1. soft.fact undertakes to treat the information and documents provided by the User confidentially and to use them only in the context of search orders and internal evaluations. General information of a User (i) will be evaluated by soft.fact for internal statistical purposes in order to fulfill the purpose of the contract and to improve the software. The processing is carried out in accordance with the privacy policy(//softfact.works/privacy/). A User (i)/the Organization (ii), is obliged to keep confidential the personal and professional circumstances of the Candidates presented to it. In order to ensure the personal protection of the candidates, reference information may only be provided after explicit approval or consultation with soft.fact. Information and documents provided by soft.fact are to be treated confidentially and may not be passed on to third parties. Unless otherwise stipulated by law or contract, these must be destroyed by the user or organization no later than twelve months after receipt and deleted from all data carriers.

2. soft.fact is obligated to maintain secrecy about all - of a User (i)- and an Organization (ii)- related facts, which become known in connection with the execution of the order, even after termination of the contractual relationship. Without the written consent of the User, soft.fact may neither pass them on to third parties nor use them for its own purposes. This also applies to written statements, especially order-related reports or recommendations. soft.fact is authorized to process the entrusted personal data within the scope of the purpose of the order or to have them processed by third parties in compliance with the data protection regulations. This applies in particular to recruiting services offered, such as candidate analyses or matching.

§ 5 USERS' COMMITMENTS (i) AND ORGANIZATIONS (ii)

1. a user (i)/the organization (ii), is obligated to support soft.fact and third parties employed by soft.fact, such as freelancers, external/internal applicants or employees and others, to the best of their ability in the performance of services and to create in their sphere of operation all conditions necessary for the proper performance of services and the execution of orders.

2. this includes, in particular, naming and maintaining a responsible contact person for the third party and soft.fact for the duration of the service. It is pointed out that a change/exchange of persons in calculated team/group constellations or candidate analyses can influence the accuracy of the results and fit of the soft.fact matching or can be omitted.

3. in particular, users (i) organizations (ii) must comply with the legal provisions and use the benefits and services of soft.fact appropriately.

4. access options to the services offered must be used in accordance with the duty of care. In particular, a user (i) and organization (ii) must also observe misuse by internal or third parties and official requirements. Use by third parties is only permitted insofar as this has been stipulated in an individual contract.

5. soft.fact must be notified immediately of any defects in order to enable soft.fact to identify and rectify them quickly.

6. violations against regulations of § 5 entitle soft.fact to immediate termination without notice.

§ 6 TERMS OF PAYMENT

1st payment cycle: The payment method stored in the Membership area will be debited with the Membership fee for the benefits and services of soft.fact. The debit takes place on the payment date specified in the Membership area. The length of the billing period depends on the choice of the respective billing period a user (i) organization (ii) has chosen at soft.fact. This can be monthly, six-monthly or twelve-monthly/yearly. soft.fact charges the payment method at the beginning of a billing period. The amount of the billing amount, Membership fee, depends on the type of Membership and/or number of Memberships selected. In some cases, the payment date may change, for example, if the Membership fee could not be successfully settled with the payment method stored. If the Membership billing period changes due to an upgrade or downgrade, or if the paid Membership began on a day that is not included in a particular month. A User (i) or Organization (ii) may log in to https://softfact.works to view billing details, such as payment method or next payment date, in the Membership section. If a User (i) or Organization (ii) has logged into softfact.work using a Third Party Provider account as a payment method, a User (i) or Organization (ii) will find the billing information for the soft.fact Membership by visiting the account with that Third Party Provider.

2. payment methods: In order to use the payable services of soft.fact, a user (i) or an organization (ii) can deposit one or more payment methods in the membership area of a softfact.works account. A User (i) or an organization (ii) authorizes soft.fact to charge any payment method associated with the account in the event that the primary payment method is declined or one of the payment methods is no longer available to us to settle a Membership fee. A User (i) or Organization (ii) is and will remain responsible for any outstanding, unbalanced amounts. If a payment is not successfully processed due to expiration, insufficient funds or other reasons and a User (i) or Organization (ii) does not cancel or terminate the sof.fat Account, soft.fact may suspend access to soft.fact's benefits and services for User (i) and/ or Organizations (ii) until soft.fact has successfully debited a valid payment method or cleared the outstanding amounts via wire transfer. For some payment methods, the issuer may charge a User (i) or Organization (ii) certain fees, for example, foreign transaction fees or other fees related to the use of a payment method. Local tax fees may vary depending on the payment method used. A User (i) or an Organization (ii) must check with the payment method provider on its own responsibility for the details.

3. updating the payment method(s): A User (i) or Organization (ii) may update payment methods in the Membership section of an Account. soft.fact may also update payment methods based on information provided by payment service providers. After an update, a User (i) or an Organization (ii) authorizes soft.fact to continue charging the corresponding payment method(s).

4. enterprise packages are services that soft.fact also offers on account with down payment or prepayment. The terms of payment are specified by a user (i) or an organization (ii) in this offer and/or invoice.

5. reminders and reminder letters: If soft.fact is unable to collect payment for Membership fees, soft.fact will continue to attempt to do so with the payment method on file. In addition, soft.fact will remind a User (i) or an Organization (ii) to update the payment method(s) via email and in the Notification section of the Platform. If a User (i) or an Organization (ii) does not comply with a first request within 21 days, a User (i) or an Organization (ii) will receive after 37 days a first reminder with a surcharge of 2.5% of the current base interest rate of the Deutsche Bundesbank. After 67 days the final and second reminder with a surcharge of 5% of the current base interest rate of the Deutsche Bundesbank.

6. refunds: Refunds of payments made by User (i) and Organizations (ii) are excluded due to the immediate performance on the part of soft.fact. In case of an extraordinary refund, soft.fact will refund the amount of the payment made minus any fees and/ or expenses for third parties from payments and/ or transactions of the payment providers used.

§ 7 CANCELLATION AND CHANGE OF THE SERVICE PACKAGE

1. a user (i)/organization (i) may cancel the Membership service at any time through the Platform. A User (i)/ the Organization (ii), must log into the account of the Platform and start the cancellation process via the Membership section in the menu. A confirmation of the successful cancellation with the end date of the billing period will be sent to the User (i)/ the Organization (ii) via email. Cancellation is effective at the end of the month of an active billing period. The cancellation period of a billing period is two months.

1.1 The monthly Membership must be terminated before the end of one month of an active billing period in order to avoid an automatic extension of the billing period for another month. If the notice of termination is not given, the one-month Membership shall be extended by a further billing period of one month. If notice of termination is received before the end of a month, the billing period ends after two further months in compliance with the notice period.

1.2 The six-month Membership must be terminated two months before the end of an active billing period in order to avoid an automatic extension of another billing period of six months. If notice is not given, the six-month Membership will be extended for an additional six-month billing period. If a User (i) cancels an Organization (ii) within the last two months of an active billing period, the billing period will be extended for an additional six months at the end of the active billing period and will end after that. A user (i)/organization (ii) can pause the six-month membership once within the active billing period before the end of a month for the following month. The billing period is thereby extended by the paused month and continues after the paused month with the remaining term. The notice period remains unaffected.

1.3 The twelve-month Membership, also Annual Membership, must be terminated two months before the end of an active billing period in order to avoid an automatic extension of another billing period of twelve months. If notice is not given, the twelve-month Membership will be renewed for an additional twelve-month billing period. If a User (i) cancels an Organization (ii) within the last two months of an active billing period, the billing period will be extended for an additional twelve months at the end of the active billing period and will end after that. A user (i)/organization (ii) can pause the twelve-month membership twice within the active billing period for a subsequent month. This results in a maximum of two pause months for a billing period. The billing period is thereby extended by the paused months and continues with the remaining term after a paused month. The notice period remains unaffected.

2. membership pause: A user (i) or the organization (ii) responsible for paying the billing period of a user (i) or group of users (i) or organization (ii) is entitled to pause the billing period. A pause of the active Membership can be done via the Membership section in your soft.fact account. A pause can be done at any time until the end of a month for the following month. During the membership pause all functionalities of the respective membership are inactive for user (i) or an organization (ii) and can therefore not be used. You will be shown the start and end date of a membership break. At the end of the membership pause, the membership continues to run with the remaining term.

Membership Upgrade: A User (i) or an organization (ii) may upgrade the one-month Membership to a six-month or twelve-month Membership before the end of a month. At the beginning of the next month, the billing period, as well as cancellation regulations from § 7 1.2 or 1.3 and the associated service conditions and contract portfolio from § 2 become valid. A User (i) or an organization (ii) may upgrade the six-month Membership to a twelve-month Membership within an active billing period before the end of a month. At the beginning of the next month, the billing period as well as the cancellation regulations from § 7 1.3 and the associated service conditions and contract portfolio from § 2 become valid.

4. user (i)/organization (ii) no longer have access to analyses, evaluations, measures and contents of the respective soft.fact white label solution after the end of a billing period of a terminated soft.fact white label solution. soft.fact archives the analyses, evaluations, measures and contents of the respective soft.fact white label solution.

5. reimbursement of fees for a billing period if a service, membership or license is terminated prematurely is excluded and will be charged in full until the end of a billing period.

6. at the end of a terminated one-month, six-month or twelve-month billing period, the chargeable Terms of Service § 2 of the respective Membership shall no longer be available to User (i) of Organization (ii). User (i)/ Organization (ii) will automatically receive access to the free Terms of Service § 2.

§ 8 WARRANTY AND ACCESS REQUIREMENTS

1. soft.fact performs all work with utmost care and always related to the individual situation and needs of a user (i)/organization (ii).

2. data provided by third parties or by user (i) are only checked for plausibility. soft.fact in particular does not provide any warranty for information provided or checked by user (i) or for content created. The conclusions and recommendations to be derived from investigations are made to the best of our knowledge and according to the recognized rules of science and practice. Recommendations are presented in an understandable and comprehensible manner.

3. soft.fact guarantees the use of trained employees with the necessary expertise as well as their continuous supervision and control during the execution of work.

4. a user (i)/the organization acknowledges that a 100% availability of the offered services (website, software, algorithm, support) cannot be realized technically. however, soft.fact makes every effort to keep all services available as constantly as possible. In particular, maintenance, security or capacity issues, as well as events beyond the control of soft.fact (such as disruptions of public communication networks, power outages, etc.), may lead to disruptions or temporary discontinuation of the service on the website. If certain services of users (i), an organization (ii) itself or at the request of a user (i)/the organization (ii) are no longer hosted by soft.fact, soft.fact does not guarantee availability.

5. if soft.fact uses a third party for a performance or service of soft.fact, soft.fact grants the necessary expertise for handling the services of soft.fact.

To order and use a Membership, the customer needs a valid e-mail address and a high-performance Internet connection.

7. connection fees for Internet as well as any other costs arising from the conclusion of a mobile phone contract are to be borne by the customer and are not part of a Membership. The services of soft.fact can be accessed and used by users (i)/organizations (ii) via the website softfact.works and the platform my.softfacts.work.

8. digital membership includes access to the soft.fact platform at my.softfacts.work via PC/Mac/notebook, smartphones and tablets.

§ 9 LIABILITY soft.fact

1. soft.fact is liable to users (i) or organizations (ii), regardless of the legal grounds, for damages caused by it (soft.fact) or its employees intentionally or through gross negligence. Liability for slight negligence exists only in case of breach of essential contractual obligations. In this case the liability for untypical damages is excluded. For a single case of damage it is limited to the value of the annual membership per user (i) maximum 50.000,- EUR. A single case of damage shall be deemed to be the sum of the claims for damages of all claimants resulting from a single service provided in a timely manner. If a significantly higher risk of damage is foreseeable, soft.fact is obligated to offer the Users (i) the organization (ii) a higher liability sum, whereby soft.fact may adjust its remuneration accordingly.

2. the limitations of liability shall also apply mutatis mutandis in favor of representatives and vicarious agents, such as third parties employed by soft.fact.

3. soft.fact is not liable for damages resulting from subsequent contractual relations of a user (i) and organizations (ii) and employed third parties among themselves.

4. a user (i)/ the organization (ii)/ a third party, assures that he/she is the owner of all rights and of the data, contents and materials submitted by him/her. Furthermore, he/she assures that he/she is authorized to transfer all rights that are necessary for the conclusion of the contract or the provision of the service by soft.fact. If user (i)/organization (ii) brings other external/internal applicants, employees or other third parties into the platform, user (i)/organization (ii) undertakes to ensure that these participants have also given all necessary consents.

5. users (i)/organizations (ii) are liable for all infringements and claims resulting from the illegal use of soft.fact services.

6. possible liability according to the product liability law and for bodily injury remains unaffected. Contractual claims for damages of a user (i)/organization (ii) against soft.fact shall become statute-barred two years after they arise.

§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO COOPERATE

If a user (i)/the organization (ii) is in default with the acceptance of the performance or services or if he/she fails to cooperate in spite of reminders, reminders and setting of deadlines, soft.fact is entitled to terminate the contract without notice. Irrespective of the assertion of this right of termination, soft.fact shall be entitled to compensation for the damage or additional expenses incurred due to the delay or the failure to cooperate. soft.fact shall be entitled to invoice the damage or additional expenses incurred with the obligation to provide evidence.

§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT

1. a user (i)/the organization (ii) vouches that the measuring instruments, calculations, analyses, evaluations, measures, contents, organization plans, drafts, drawings and lists produced within the scope of the order are only used for its own purposes and are not published without express consent in the individual case. The use of the services rendered for companies associated with the users requires a separate written agreement.

2. as far as measuring instruments, calculations, analyses, measures and evaluation results are copyrightable, soft.fact remains the author. In these cases, a user (i)/the organization (ii) only receives the revocable, exclusive and non-transferable right to use the results and contents, which is limited by paragraph 1, sentence 1, and otherwise limited in time and place to the access of the platform, the membership, the license.

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§ 12 DUTY OF TRUST AND LIABILITY OF USERS (i) AND ORGANIZATIONS (ii)

1. the parties undertake to be loyal to each other.

2. the parties are obliged to comply with the data protection principles of the Federal Republic of Germany.

3. a user (i)/the organization (ii) shall be liable for all damage caused to soft.fact and its employees or customers or other contractual partners by him/her, his/her employees and vicarious agents or by objects brought in by him/her or on his/her behalf by third parties for the performance of the contract. This liability also includes consequential damages.

4. a user (i)/the organization (ii) is liable for all legal violations and claims of soft.fact and third parties arising from or in connection with the illegal use of a service of soft.fact. The liability is not limited to the use by the user, the organization itself or its vicarious agents.

§ 13 HIGHER POWER

Events of force majeure which make performance substantially more difficult or temporarily impossible shall entitle the respective party to postpone the performance of its obligation for the duration of the hindrance and a reasonable start-up period. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and not the fault of the party concerned. This also applies to the use of third parties on behalf of soft.fact. The parties shall inform each other immediately of the occurrence of such circumstances.

§ 14 ADVERTISING

When a User (i)/ the Organization (ii) uses or subscribes to soft.fact's service, a User (i)/ the Organization (ii) agrees that soft.fact may disclose the fact of use or the customer relationship. As long as these GTC are valid, a user (i)/ the organization (ii) grants soft.fact, the right to refer to the name of the organization (ii)/ a user (i) as well as its logo in sales and marketing activities and in related materials and data carriers and in all versions of soft.fact's website, until the use of soft.fact's service is discontinued and the use of the logo and name is objected to.

§ 15 RIGHTS OF RETENTION, STORAGE RIGHTS

1. soft.fact shall have a right of retention to the information/documents provided to it until its claims have been settled in full. However, the exercise of this right of retention shall be contrary to good faith if the User's retention would cause disproportionately high damage that cannot be justified when the interests of both parties are weighed against each other.

2. after settlement of the claims arising from the contract, soft.fact shall return all documents that a User (i)/the Organization (ii) or a third party has handed over to it on the occasion of the execution of the order. This shall not apply to correspondence between the parties and to simple copies of reports, organization charts, drawings, lists, calculations, etc. made within the scope of the order, provided that a User (i)/the Organization (ii) has received the originals.

3. soft.fact's obligation to retain documents shall expire six months after delivery of the written request for collection, otherwise three years in the case of information retained pursuant to para. 1, documents five years after termination of the contractual relationship.

§ 16 OTHER

1. these general terms and conditions shall prevail over any terms and conditions of business and purchase of a user (i)/ the organization (ii).

2. rights from contractual relationships with soft.fact may only be assigned with the prior written consent of soft.fact.

3. the law of the Federal Republic of Germany shall apply exclusively to all claims arising from the contract, to the exclusion of international private law. Changes and additions to these terms and conditions and the offers of soft.fact require text form and must be explicitly marked as such. This also applies to the waiver of this formal requirement itself. The priority of the individual agreement according to § 305b BGB remains unaffected.

4. German copyright and data protection law shall also apply.

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5. if provisions of these general terms and conditions or the offers, services soft.facts are or become invalid or unenforceable in whole or in part, the remaining provisions shall not be affected thereby. The contracting parties are obligated to replace the invalid/impracticable provision from the beginning of its invalidity/impracticability with a provision that is as economically similar as possible, taking into account the interests of both parties. If the invalidity of a provision is based on a measure, performance or time, the legally permissible measure shall be deemed agreed. The same shall apply to loopholes.

6. place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is the registered office of soft.fact, provided that the order was placed by a registered trader within the scope of his commercial business, a legal entity under public law or a special fund under public law.

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Status, May 2023

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General Terms and Conditions for White-Label-Solutions of soft.fact GmbH

§1 SCOPE

1. These General Terms and Conditions apply to the soft.fact White-Label-Solutions of soft.fact GmbH in addition to the General Terms and Conditions of soft.fact GmbH.

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2. soft.fact's General Terms and Conditions shall apply exclusively. Any conflicting, deviating or supplementary terms and conditions of user (i)/organization (ii)/contractual partner (hereinafter referred to as "customer") shall not be recognized by soft.fact.

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§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES

Subject to these Terms and Conditions and the term defined below, we grant customers a limited, non-exclusive, non-transferable right to access and use our proprietary and hosted software products and any necessary customization (collectively, the "Performance and Services") through a web browser. The Performance and Services may only be used for internal business purposes, unless separately agreed by contract.

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1. white label solution: A soft.fact white label solution includes the scope of services of the soft.fact B2B software-as-a-service platform as well as contractually agreed customizations such as branding, color scheme or user (i) flows. The white label solution of the software-as-a-service platform offered by soft.fact is only available to customers as a twelve-month license. Within the soft.fact While-Label-Solution, the common soft.fact Memberships are available to customers at the stated prices for users (i) and organizations (ii), unless otherwise specified by soft.fact and the customer in a contractual service level agreement. The setup of the soft.fact white label solution as well as maintenance work, support and contractually agreed customizations are not part of the twelve-month license. These are to be taken from the individual contractual service offer of soft.fact to the customer.

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§ 3 PERFORMANCE CHANGES

1. soft.fact is entitled to amend these GTC including all services in the soft.fact White Label Solution and the software-as-a-service platform and associated proprietary systems, services, prices, memberships, licenses, retrievals and attachments contained therein at any time. All renewals are subject to the Terms and Conditions in effect at the time of renewal. Announcement of all renewals will be made by email or via the Software as a Service Platform to all Users (i)/Organizations (i). A User (i)/Organization (ii), may access the current version of the TOS at https://softfact.works/agb.

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§ 4 DUTY OF CONFIDENTIALITY, DATA PROTECTION

1. soft.fact undertakes to treat all information and documents provided by the customer confidentially. General information provided by a customer will be evaluated by soft.fact for internal statistical purposes in order to fulfill the purpose of the contract and to improve the software. The processing is carried out according to the privacy policy(//softfact.works/privacy/). Information communicated and documents provided by soft.fact are to be treated confidentially and may not be disclosed to third parties. Unless otherwise stipulated by law or contract, these must be destroyed by the user or organization no later than twelve months after receipt and deleted from all data carriers.

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§ 5 THE CUSTOMER'S DUTY TO COOPERATE

1. a customer is obliged to support soft.fact and third parties employed by soft.fact or employees and others in the performance of services to the best of his/her ability and to create all necessary conditions in his/her sphere of operation for the proper performance of services and the execution of orders.

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§ 6 TERMS OF PAYMENT

1. soft.fact White-Label-Solution is a service that soft.fact offers to the customer also on account only with down payment and in advance. The terms of payment can be found in this offer and/or invoice. The terms of payment of the general terms and conditions of the software-as-a-service services remain unaffected.

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2. if the offer and / or the invoice does not specify a separate payment term, the amounts are due immediately upon issuance of the invoice and are to be paid at least 60 days before the contractually agreed date of performance to the bank account specified in the offer. The date of receipt of payment by soft.fact is decisive.

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3. payment cycle: The payment term of 60 days applies in particular to contractual extensions of a soft.fact white label solution.

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4. reminders and reminders: If soft.fact has not received payment for the soft.fact white label solution 45 days prior to the start of the service, soft.fact will inform a customer* about a delay in payment by e-mail. If a customer does not comply with a first request within 14 days, he/she will receive a first reminder with a surcharge of 2.5% of the current base interest rate of the Deutsche Bundesbank after 21 days of default. After 35 days of default, the final and second reminder with a surcharge of 5% of the current base interest rate of the Deutsche Bundesbank.

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§ 7 CANCELLATION AND CHANGE OF THE SERVICE PACKAGE

Cancellation of the white label solution: The twelve-month billing period of the soft.fact white label solution can be cancelled by the customer at any time with a notice period of 120 days before the end of a billing period in order to avoid an automatic renewal. If the soft.fact White-Label-Solution is not cancelled, it will be automatically renewed for another twelve months. If a customer cancels within the last 120 days of a billing period, the billing period will be extended for another twelve months at the end of the billing period and will end after this. The soft.fact white label solution cannot be paused.

2. the Memberships acquired in the soft.fact White-Label-Solution for User(i)/ Organizations (ii) ends according to the billing period of the General Terms and Conditions for Memberships § 7, but with the end of the terminated billing period of the White-Label-Solution.

3. the user (i)/organization (ii) of the customer will no longer have access to analyses, evaluations, measures and contents of the respective soft.fact white-label solution after the end of a billing period of a terminated soft.fact white-label solution. soft.fact archives the analyses, evaluations, measures and contents of the respective soft.fact white-label solution.

§ 8 WARRANTY AND ACCESS REQUIREMENTS

1. soft.fact performs all work with the utmost care and always in relation to the individual situation and needs of a client.

2. a customer acknowledges that a 100% availability of the offered services (website, software, algorithm, white-label solution, support) cannot be realized technically. soft.fact, however, strives to keep all services available as constantly as possible. In particular, maintenance, security or capacity issues, as well as events beyond the control of soft.fact (such as disruptions of public communication networks, power outages, etc.), may lead to disruptions or temporary suspension of the service on the website. If certain services are hosted by the customer him/herself or are not hosted by soft.fact upon request, soft.fact does not guarantee availability.

3. the soft.fact white label solution can be accessed and used by the customer via the contractually defined URL such as wunschkundin.softfact.works and the software-as-a-service platform wunschkundin.softfacts.work contained therein.

§ 9 LIABILITY soft.fact

1. soft.fact shall be liable to the customer, irrespective of the legal grounds, for damages caused by it (soft.fact) or its employees intentionally or through gross negligence. Liability for slight negligence exists only in case of violation of essential contractual obligations. In this case the liability for untypical damages is excluded. For a single case of damage, it is limited to the half-year value of the customer's white label solution, up to a maximum of EUR 100,000. A single case of damage shall be deemed to be the sum of the claims for damages of all persons entitled to claim resulting from a single service provided over a period of time. In case of a foreseeable significantly higher risk of damage, soft.fact is obliged to offer the customer a higher liability sum, whereby soft.fact can adjust its remuneration accordingly.

§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO COOPERATE

If a customer defaults on the acceptance of the service or services or fails to cooperate despite reminders, reminders and deadlines, soft.fact is entitled to terminate the contract without notice. Irrespective of the assertion of this right of termination, soft.fact shall be entitled to compensation for the damage or additional expenses incurred due to the delay or the failure to cooperate. soft.fact shall be entitled to invoice the damage or additional expenses incurred with the obligation to provide evidence.

§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT

1. a customer guarantees that the measuring instruments, calculations, analyses, evaluations, measures, contents, organizational plans, drafts, drawings and lists produced within the scope of the order will only be used for his/her own purposes and will not be published without express consent in individual cases. The use of the services rendered for companies associated with the users requires a separate written agreement.

2. soft.fact remains the copyright holder of measurement instruments, calculations, analyses, measures and evaluation results. In these cases, a customer only receives the revocable, exclusive and non-transferable right to use the results and contents, which is limited by paragraph 1 sentence 1 of the General Terms and Conditions for Digital Memberships and the White-Label-Solution, and otherwise limited in time and place to the access of the White-Label-Solution.

§ 12 FIDUCIARY DUTY AND LIABILITY OF THE CUSTOMER

1. the parties undertake to be loyal to each other.

2. the parties are obliged to comply with the data protection principles of the Federal Republic of Germany.

3. a customer shall be liable for all damage caused to soft.fact and its employees or customers or other contractual partners by him/her, his/her employees and vicarious agents or by objects brought in by him/her or on his/her behalf by third parties for the performance of the contract. This liability also includes consequential damages.

4. a customer is liable for all legal violations and claims of soft.fact and third parties, which arise through or in connection with the illegal use of a service of soft.fact. The liability is not limited to the use by the user, the organization itself or its vicarious agents.

§ 13 HIGHER POWER

§ 14 ADVERTISING

If a customer uses or commissions the services of soft.fact, the customer agrees that soft.fact may disclose the fact of use or the customer relationship for marketing purposes. As long as these GTC are valid, a customer grants soft.fact the right to refer to the customer's name and logo in sales and marketing measures and in related materials and data carriers and in all versions of soft.fact's website until the use of soft.fact's service is discontinued and the use of the logo and name is also objected to.

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§ 15 RIGHTS OF RETENTION, STORAGE RIGHTS

2. after settlement of the claims arising from the contract, soft.fact shall return all documents handed over to it by a Customer or a third party on the occasion of the execution of the order. This shall not apply to correspondence between the parties and to simple copies of reports, organization charts, drawings, lists, calculations, etc. made within the scope of the order, provided that a Customer has received them.

§ 16 OTHER

These general terms and conditions shall take precedence over all terms and conditions of business and purchase of a customer.

2. rights from contractual relationships with soft.fact may only be assigned with the prior written consent of soft.fact.

4. German copyright and data protection law shall also apply.

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Status: May 2023

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General Terms and Conditions for Orders and Bookings with soft.fact GmbH

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§1 SCOPE

1. These General Terms and Conditions apply to orders and bookings of goods, seminars, workshops and coachings of soft.fact GmbH in addition to the General Terms and Conditions of soft.fact GmbH.

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§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES

Subject to these Terms and Conditions and the Performance Cycles defined below, we grant Customers a limited, non-exclusive, non-transferable right to our goods, performance and services and any necessary customization (collectively, "Performance and Services"). The Goods, Performance and Services may only be used for internal business purposes unless separately agreed by contract.

The client can request coaching and workshops for individuals or groups in the soft.fact platform via the Memberships section, by email to support@softfact.works or by phone.

2. the requested coaching sessions and workshops can take place in presence, also on site, or digitally, also remotely.

3 All oral or written inquiries made by a customer constitute a binding offer to conclude a contract. soft.fact will then prepare an order/booking confirmation, which we will send to the customer by e-mail. The order/booking confirmation represents the acceptance of the offer.

When booking coaching and workshops, the customer receives a booking confirmation, provided that the service can be provided. When ordering products, the content of the contract and the approximate delivery date results from the order confirmation, provided that a delivery is required according to the property of the purchased goods.

5 In the case of presence workshops and coaching sessions, the Client shall provide the premises for the workshop and coaching session, unless otherwise agreed in the offer. These must meet the requirements agreed in writing by soft.fact.

5.1 Any necessary travel to and from workshops and coaching sessions must be organized by the client at his/her own expense.

5.2 Travel expenses for employees of soft.fact or assigned third parties, including travel expenses, will be invoiced directly at € 0.85 per km, public transport (flight: economy class flex, train: 2nd class flex) - as well as other expenses, such as. Overnight stays or if offered premises for workshops and coachings.

6. soft.fact determines the tools to be used for remote workshops and coaching, such as MS Teams/ Google Meet or Miro or similar.

6.1 The Customer shall ensure that all participants have access to the specified tools.

6.2 soft.fact shall inform the Customer by e-mail after payment of the outstanding amounts and at least one day before the performance date about the specified tools and for further participation in technical requirements.

7. catering for the customer or participants is the responsibility of the customer and is not included in the offer, unless otherwise expressly stipulated in the contract.

8. the full, final scope of services can be found in this offer.

§ 3 PERFORMANCE CHANGES

1. soft.fact is entitled to change these GTC including all services prices, services and attachments at any time. All renewals are subject to the Terms and Conditions in effect at the time of renewal. The announcement of all renewals will be made by e-mail. A customer, can access the current version of the GTC at //softfact.works/agb.

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§ 4 DUTY OF CONFIDENTIALITY, DATA PROTECTION

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§ 5 THE CUSTOMER'S DUTY TO COOPERATE

§ 6 TERMS OF PAYMENT

1. orders, workshops and coachings are services that soft.fact also offers on account with down payment or prepayment. The terms of payment a user (i) or an organization (ii) takes from the present offer and / or invoice.

2. if the offer and / or the invoice does not specify a separate term of payment, the amounts are due immediately upon issuance of the invoice and at least 30 days before the contractually agreed date of performance to be paid at soft.fact to the bank account specified in the offer. The date of receipt of payment by soft.fact is decisive.

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3. the travel expenses for soft.fact or third parties engaged by soft.fact will be invoiced to the customer after the service has been provided.

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4. refunds of travel expenses are excluded.

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§ 7 CANCELLATION AND CHANGE OF THE SERVICE PACKAGE

1. on-site workshops and coaching sessions can be cancelled by the customer free of charge up to 15 working days. If a customer cancels a workshop or coaching session within 14 working days prior to the scheduled workshop or coaching session, soft.fact will invoice the workshop or coaching session in full. Expenses for travel and accommodation will always be charged.

2. remote workshops and coaching sessions can be cancelled by the customer free of charge up to 10 working days. If a client cancels a workshop or coaching within the 10 working days before the scheduled workshop or coaching, soft.fact will invoice the workshop or coaching in full.

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3. soft.fact is entitled to conduct workshops and coaching sessions in presence as a remote workshop or remote coaching if the implementation of presence is restricted or prohibited by official orders or becomes impossible due to force majeure. In this case, the customer has the exclusive choice between rebooking the presence date to a later date or participating in the remote workshop/coaching, which replaces the workshop and coaching in presence.

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The customer does not have the right to cancel the workshop or coaching free of charge. The customer will be informed about the change from presence to remote before the booked date. The decision to participate in remote shall be deemed to have been made if the customer does not request a rebooking 48 hours before the start of the remote appointment by sending an e-mail to soft.fact at support@softfact.works or by e-mail in the case of directly employed third parties.

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5. soft.fact reserves the right to cancel the service without stating reasons in the event of non-performance by the customer after a one-time request to provide the service by e-mail or verbally up to two working days before scheduling. Likewise, in case of non-compliance with the due diligence of access requirements at the time or during the service provision. Further claims are excluded.

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§ 8 WARRANTY AND ACCESS REQUIREMENTS

1. soft.fact performs all work with the utmost care and always in relation to the individual situation and needs of a client.

2. a customer acknowledges that a 100% availability of the offered services (website, software, algorithm, white label solution, support, workshops and coaching) cannot be realized technically. however, soft.fact strives to keep all services available as constantly as possible. In particular, maintenance, security or capacity issues, as well as events beyond the control of soft.fact (such as disruptions of public communication networks, power outages, etc.), may lead to disruptions or temporary suspension of the service on the website. If certain services are hosted by the customer him/herself or are not hosted by soft.fact upon request, soft.fact does not guarantee availability.

3. the customer shall ensure that the participants in the workshop and coaching sessions have access to the access requirements defined by soft.fact, such as defined tool access, hardware required for this purpose or premises, and that these are available.

§ 9 LIABILITY soft.fact

1. soft.fact shall be liable to the customer, irrespective of the legal grounds, for damages caused by it (soft.fact) or its employees intentionally or through gross negligence. Liability for slight negligence exists only in case of violation of essential contractual obligations. In this case the liability for untypical damages is excluded. For a single case of damage it is limited to the offer value of the customer, maximum 25.000,- EUR. A single case of damage shall be deemed to be the sum of the claims for damages of all entitled parties arising from a single service provided in a timely manner. If a significantly higher risk of damage is foreseeable, soft.fact is obliged to offer the customer a higher liability sum, whereby soft.fact can adjust its remuneration accordingly.

§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO COOPERATE

§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT

§ 12 FIDUCIARY DUTY AND LIABILITY OF THE CUSTOMER

1. the parties undertake to be loyal to each other.

2. the parties are obliged to comply with the data protection principles of the Federal Republic of Germany.

§ 13 HIGHER POWER

§ 14 ADVERTISING

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§ 15 RIGHTS OF RETENTION, STORAGE RIGHTS

§ 16 OTHER

These general terms and conditions shall take precedence over all terms and conditions of business and purchase of a customer.

2. rights from contractual relationships with soft.fact may only be assigned with the prior written consent of soft.fact.

4. German copyright and data protection law shall also apply.

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Status: May 2023

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AGB

General Terms and Conditions for digital memberships of soft.fact GmbH

§1 SCOPE

§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES

§ 3 PERFORMANCE CHANGES

§ 4 DUTY OF CONFIDENTIALITY, DATA PROTECTION

§ 5 USERS' COMMITMENTS (i) AND ORGANIZATIONS (ii)

§ 6 TERMS OF PAYMENT

§ 7 CANCELLATION AND CHANGE OF THE SERVICE PACKAGE

§ 8 WARRANTY AND ACCESS REQUIREMENTS

§ 9 LIABILITY soft.fact

§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO COOPERATE

§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT

§ 12 DUTY OF TRUST AND LIABILITY OF USERS (i) AND ORGANIZATIONS (ii)

§ 13 HIGHER POWER

§ 14 ADVERTISING

§ 15 RIGHTS OF RETENTION, STORAGE RIGHTS

§ 16 OTHER

General Terms and Conditions for White-Label-Solutions of soft.fact GmbH

§1 SCOPE

§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES

§ 3 PERFORMANCE CHANGES

§ 4 DUTY OF CONFIDENTIALITY, DATA PROTECTION

§ 5 THE CUSTOMER'S DUTY TO COOPERATE

§ 6 TERMS OF PAYMENT

§ 7 CANCELLATION AND CHANGE OF THE SERVICE PACKAGE

§ 8 WARRANTY AND ACCESS REQUIREMENTS

§ 9 LIABILITY soft.fact

§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO COOPERATE

§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT

§ 12 FIDUCIARY DUTY AND LIABILITY OF THE CUSTOMER

§ 13 HIGHER POWER

§ 14 ADVERTISING

§ 15 RIGHTS OF RETENTION, STORAGE RIGHTS

§ 16 OTHER

General Terms and Conditions for Orders and Bookings with soft.fact GmbH

§1 SCOPE

§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES

§ 3 PERFORMANCE CHANGES

§ 4 DUTY OF CONFIDENTIALITY, DATA PROTECTION

§ 5 THE CUSTOMER'S DUTY TO COOPERATE

§ 6 TERMS OF PAYMENT

§ 7 CANCELLATION AND CHANGE OF THE SERVICE PACKAGE

§ 8 WARRANTY AND ACCESS REQUIREMENTS

§ 9 LIABILITY soft.fact

§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO COOPERATE

§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT

§ 12 FIDUCIARY DUTY AND LIABILITY OF THE CUSTOMER

§ 13 HIGHER POWER

§ 14 ADVERTISING

§ 15 RIGHTS OF RETENTION, STORAGE RIGHTS

§ 16 OTHER

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