General Terms and Conditions of Delivery and Payment of we empower you GmbH for use in business transactions. Version: June 2023

1. Scope & Conclusion of Contract
(1) we empower you GmbH (hereinafter: #wey) distributes standard software products and provides services related to these standard software products.
(2) These provisions apply to the provision and maintenance of #wey’s standard software products in business transactions with entrepreneurs, legal entities under public law, and special funds under public law.
(3) A contract for the provision of software services is concluded by the conclusion of an order/order confirmation between #wey and the customer with reference to these provisions. An order/order confirmation must be in writing (order form/order confirmation). In case of discrepancies between these provisions and an order/order confirmation, the provisions of the order/order confirmation shall prevail.
(4) Oral agreements, including subsequent amendments and additions to these provisions and the order/order confirmation, require express written confirmation by #wey to be effective.
(5) Any conflicting general terms and conditions of the customer shall not apply unless #wey has expressly agreed to them in writing.
2. Subject Matter of the Terms and Conditions and Services of #wey
(1) The subject matter of these terms and conditions is the provision of the software application specified in the order/order confirmation (hereinafter: „Software“) for the number of authorized users agreed upon in the order for the term specified in the order („Term“).
(2) The scope of functions of the Software, as well as the terms of use and specifications for the permissible use of the Software, are set out in the Software Functional Description, which can be accessed at we empower you.de.
(3) #wey may update and further develop the Software at any time and, in particular, adapt it due to changes in the law, technical developments, or to improve IT security. #wey will duly consider the legitimate interests of the customer in doing so. In the event of a significant impairment of the legitimate interests of the customer, the customer has a special right of termination with regard to the affected services.
(4) #wey ensures the functionality of the Software during the Term, maintains the Software in a condition suitable for contractual use, and addresses malfunctions of the Software.
(5) #wey is not obligated to adapt the Software to the individual needs or the IT environment of the customer. (6) The customer does not need to maintain their own Salesforce environment to use the software. However, the terms and conditions of we empower you GmbH – version 06.2023
– apply .

The software requires a Salesforce environment. #wey provides the customer with the Salesforce environment as part of the software via OEM reselling. Further provisions regarding the Salesforce environment may arise from the order/order confirmation. In addition to and taking precedence over these provisions, the general and product-specific Salesforce Terms of Use available at (…) apply with the proviso that Salesforce, Inc., Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105 (hereinafter referred to as „Salesforce“) is a third-party beneficiary within the meaning of the incorporated Salesforce Terms of Use and can enforce them directly against the customer.
3. Software Provision
(1) #wey provides the customer with the software (SaaS) for online use. The source code of the software is not provided to the customer.
(2) #wey provides the customer with a service overview.
(3) The customer shall protect and safeguard the access data provided to him in accordance with the state of the art against unauthorized access by third parties. The customer shall ensure that use only occurs within the agreed scope. Any unauthorized access must be reported to #wey immediately.
4. Data Processing via the Software
(1) The customer undertakes not to process any data via or with the software whose processing, provision, publication, or use violates applicable law, official orders, third-party rights, or agreements with third parties. The customer shall
check the data for viruses or other harmful components before using it in the software and shall use state-of-the-art measures (e.g., antivirus programs) for this purpose. If the customer processes personal data via or with the software, he is responsible for ensuring that this processing complies with data protection regulations and for obtaining any necessary consents.
(2) #wey assumes no custody or safekeeping obligations with regard to the customer’s data, as this is stored in the Salesforce environment outside of #wey’s control (see the Salesforce White Paper, available on the #wey website). The customer is free to perform additional data backups – for example, using OWNBACKUP.
(3) If the software accesses data via the customer’s Salesforce environment, #wey will take appropriate precautions to prevent data loss and unauthorized access by third parties during data processing within the software.
5. Rights of Use
(1) The customer receives simple, i.e., non-sublicensable and non-transferable, rights to use the software for the number of authorized users, limited to the term of the agreement, in accordance with these provisions.
(2) The customer may only use the software within the scope of its own business activities through its own personnel. The customer is not permitted any further use of the software. In particular, the customer is prohibited from (i.) publishing the software or transferring it to third parties, (ii.) decompiling the software or reconstructing the source code, underlying ideas, user interface techniques, or algorithms of the software by any means. Terms and
Conditions we empower you GmbH – Version 06.2023
2

(iii.) to identify copyright notices or other proprietary markings. Sections 69a et seq. of the German Copyright Act (UrhG) remain unaffected.
6. Maintenance & Support
(1) #wey provides a support service for customer inquiries regarding software functions. Inquiries can be submitted via email to we-empower-you.de. Inquiries will be processed in the order they are received.
(2) #wey regularly makes new versions of the software available for download as part of maintenance and further development. #wey will inform the customer by email when a new version of the software is available for download. The customer acquires usage rights to new versions of the software to the extent described in Section 5 of these provisions.
(3) The customer automatically receives all further developments and maintenance of the software.
(4) Maintenance and further development of the software are always performed only in the current version of the software. #wey also provides support services and troubleshooting only with regard to the current version of the software. #wey assumes no liability regarding the suitability of previous versions of the software for contractual use – in particular, their operational reliability. This applies provided that
the malfunctions are reproducible and the customer provides instructions for reproducing them when reporting the issue.
a) For Level 1 malfunctions (system failure or restriction of the use of essential functions), #wey will respond within 8 hours and attempt to resolve the malfunction.
b) For Level 2 malfunctions (individual functions do not respond while the overall system remains functional), #wey will respond within 24 hours and attempt to resolve the malfunction.
c) For Level 3 malfunctions (functions do not respond for which a workaround – even of an analogous nature – exists), #wey will respond within 72 hours and attempt to resolve the malfunction.
d) For Level 4 malfunctions (minor errors), #wey will respond as part of regular software maintenance and attempt to resolve the malfunction.
7. Malfunctions
(1) The customer must report malfunctions.
(3) For malfunctions that occur outside of support hours or are reported by the customer, the response time will be calculated from the start of the next support hour.
(4) Malfunction resolution may temporarily consist of #wey providing the customer with measures to mitigate the effects of the malfunction or to temporarily bridge the gap („workaround“).
(5) If a malfunction resolution ultimately fails and the contractual use of the software is not only insignificantly impaired, the customer has a special right of termination with regard to the affected services. A malfunction resolution is considered final.
Report software malfunctions immediately via the support service provided by #wey. #wey will respond to reported malfunctions during the specified support hours within the following response times. This is conditional upon the reported malfunctions being resolved by #wey.
Terms and Conditions we empower you GmbH – Version 06.2023
(2)
(Baden-Württemberg) from 9 a.m. to 4 p.m.
Standard support hours are weekdays
3

(6) The attempt is deemed unsuccessful if #wey is unable to resolve the malfunction despite three attempts.
#wey has the right to invoice expenses related to a malfunction reported by the customer in accordance with the rates of compensation specified in the Order Form, provided that #wey can demonstrate that the reported malfunction is due to a circumstance for which the customer is solely responsible, or that there is no malfunction of the software.
(7) The customer shall support #wey in resolving malfunctions. In particular, the customer shall describe the malfunctions as precisely as possible when reporting the malfunction and provide #wey with the information, documents, and data necessary for troubleshooting.
(8) The customer is obligated to regularly and properly back up their data processed in connection with the software so that their business operations are not affected as much as possible, even in the event of software malfunctions or data loss.
8. Additional Support Services
(1) Upon request from the customer, #wey will provide additional support services to the customer after a separate agreement (e.g., consulting, answering user questions). Additional support services are provided by #wey as services within the meaning of Section 611 of the German Civil Code (BGB) without assuming any warranty obligations. Contracts for work and services within the meaning of Section 631 of the German Civil Code (BGB) must be specifically identified as such in the order. Furthermore, in this case, the order must contain precise details regarding the scope of services owed and the acceptance criteria.
(2) If #wey believes that the additional support services requested by the customer
necessitate the conclusion of a separate project contract, #wey will inform the customer accordingly.
9. Subcontractors/Partners
(1) #wey is entitled to use subcontractors to provide services
.
(2) #wey has a fixed technology partnership with DIA GmbH and Tmrrw GmbH, a subsidiary of DIA GmbH.
10. Remuneration & Payment Terms
(1) For the provision of the software described in these provisions, its maintenance and support, and the handling of malfunctions, the customer shall pay #wey the remuneration specified in the order per authorized user per month. The payment terms are set out in the order.
(2) The customer may increase, but not decrease, the number of authorized users with 14 days‘ notice, subject to the conditions specified in the order. The remuneration owed according to paragraph 1 shall increase accordingly.
(3) Additional support services provided by #wey will be compensated by the customer according to the actual time and materials expended, based on the rates specified in the order. Eight hours are calculated per person-day/daily rate. Any overruns or underruns will be billed proportionally. #wey is entitled to invoice services billed on a time and materials basis on a monthly basis in arrears. Payment for these services is due 14 days after receipt of a verifiable invoice. If payment is not received on time, the customer will be in default without further notice.
(4) Travel time will be compensated according to the daily rates specified in the order.
(5) Travel expenses (including hotel costs) for necessary travel will be reimbursed as follows:
General Terms and Conditions we empower you GmbH – Version 06.2023
4

a) Car per kilometer: EUR 0.60
b) Train: at cost, equivalent to a 2nd class journey without a railcard
c) Air (Economy Class): at cost
d) Rental car (Mid-range): at cost
e) Taxi / Parking fees: at cost
f) Hotel (maximum 4 stars): at cost
(6) Agreed prices are net prices, plus VAT applicable at the time of service provision.
11. Warranty
(1) #wey warrants that the software will conform to the contractual specifications during its term and will not have any defects that render it unfit for the use stipulated in the contract or significantly impair its suitability for the use stipulated in the contract.
(2) The warranty will be fulfilled at #wey’s discretion by free repair or delivery of a defect-free version of the program.
(3) The customer must notify #wey of any defects immediately and provide reasonable assistance in remedying them.
(4) The warranty for only minor impairments of suitability is excluded. Liability without fault pursuant to Section 536a Paragraph 1 of the German Civil Code (BGB) for defects that already existed at the time of conclusion of the contract is excluded.
12. Third-Party Intellectual Property Rights
(1) #wey warrants that the software does not infringe any third-party rights. #wey shall indemnify the customer against all third-party claims arising from intellectual property infringements attributable to #wey in connection with the contractual use of the software and shall reimburse the
customer for the costs of reasonable legal action in such cases.
(2) The customer shall inform #wey immediately of any third-party claims asserted against the customer due to the contractual use of the software and shall grant #wey all necessary powers of attorney and authority to defend against such claims. The customer shall not make any legally relevant declarations (e.g., acknowledgment, settlement) regarding such claims without the prior written consent of #wey.
13. Liability
(1) #wey is liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions, unless otherwise stipulated in these terms and conditions (including the following provisions).
(2) Regardless of the legal basis, #wey is liable without limitation for intent and gross negligence.
(3) Furthermore, #wey is liable for simple negligence as follows:
a) for damages resulting from injury to life, body, or health without limitation;
b) for damages arising from a breach of a material contractual obligation, limited to compensation for foreseeable, typically occurring damages; material contractual obligations are those whose fulfillment defines the contract and on which the customer may rely;
c) in all other cases, not for indirect damages – in particular, not for lost profits or other financial losses of the customer.
General Terms and Conditions we empower you GmbH – Version 06.2023
5

(4) To the extent that #wey’s contractual liability is excluded or limited, this also applies to the personal liability of its employees, representatives, and agents.
(5) The foregoing limitations of liability do not apply to the extent that #wey has assumed a guarantee. The same applies to claims by the customer under the Product Liability Act.
14. Data Protection, Confidentiality, Reference
(1) #wey and the customer (hereinafter collectively referred to as „Parties“ or individually as „Party“) shall treat confidential information, in particular the software as well as accessible documents, samples, business intentions, personal data, problems, data, and/or solutions and other specific know-how (hereinafter collectively referred to as „Information“), which they acquire from the other Party within the scope of the business relationship, as confidential during and after the term of this agreement, and in particular shall not disclose it to third parties or use it without authorization for their own business purposes. The obligation of confidentiality ends after a period of 3 years after the end of this agreement.
(2) This confidentiality obligation does not apply to information that
a) was already known to the other party outside of the contractual relationship;
b) was lawfully acquired from third parties;
c) is or becomes generally known or part of the state of the art;
d) is released by the disclosing party.
(3) If a party is required by law or by a lawful
governmental or judicial order to disclose information received from the other party, it shall promptly notify the disclosing party in writing and, upon request, assist the disclosing party in protecting the information to the best of its ability from disclosure or in obtaining legal protection.
(4) The parties shall promptly inform each other if they, their officers, employees, or advisors become aware that information has been disclosed in violation of this clause.
(5) Upon termination of this agreement, the parties shall return all confidential documents and information without being requested to do so or, at the request of the disclosing party, destroy them and provide proof thereof.
(6) The parties shall comply with the data protection regulations applicable to them, in particular when they are granted access to the other party’s business or to its hardware and software. They shall ensure that their agents also comply with these regulations, in particular by obligating them to data secrecy before they commence their work.
(7) #wey informs the customer that anonymized data may be processed. The purpose of anonymized data processing is to enable #wey to pursue statistical analyses, research purposes, or other legitimate interests without disclosing or using the customer’s personal information. For the purposes of this clause, the term „anonymized data“ means information that has been modified so that it does not allow any conclusions to be drawn about identifiable natural persons. Anonymization is carried out in a way that allows the data controller to recognize the data subject without any possibility of identifying them. Terms and
Conditions we empower you GmbH – Version 06.2023
6

This makes it virtually impossible to restore the original data or to identify the client based on the processed data. The client hereby expressly agrees that #wey may process anonymized client data as described in this clause. The client confirms that the processing of such anonymized data will have no impact whatsoever on their rights or freedoms and that no personal data of the client will be disclosed or used.
(8) The customer agrees to be named as a reference within the framework of #wey’s reference marketing. They will not revoke this consent without good cause.
15. Term & Termination
(1) Unless otherwise agreed in the order, the term is one year and begins upon availability of the software. The term is automatically extended by one year at a time unless the order form is terminated with three months‘ notice prior to the end of the respective term.
(2) After the term expires, the customer is no longer entitled to use the software. The customer is obligated to delete the software after the term expires, document the deletion, and provide #wey with proof of deletion upon request.
(3) These provisions remain in effect after the term expires as long as and to the extent that the customer continues to receive services from #wey in connection with the software.
(4) #wey is entitled to terminate an existing order without notice if the customer violates their obligations under these provisions despite a warning from #wey – in particular, exceeds the granted usage rights, processes prohibited content via or with the software, or the
(5)
jeopardizes the security or operation of the software (e.g., through malware).
In the event of a material breach of these provisions by the customer, #wey is entitled, without prior notice to the customer, to restrict or block the customer’s access to the software until the breach is remedied. A material breach within the meaning of this paragraph includes, in particular, situations where the customer exceeds the granted usage rights, processes prohibited content via or with the software, or jeopardizes the security or operation of the software (e.g., through malware).
Final Provisions
. Terminations must be in writing.
#wey’s services are generally provided remotely. On-site services at the customer’s premises require a separate written agreement.
General Terms and Conditions we empower you GmbH – Version 06.2023
16.
(1) (2)
(3) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(4)
Should individual provisions of these terms and conditions or the order be or become invalid, the validity of the remaining provisions shall not be affected. In this case, the parties shall agree on a valid provision to replace the invalid provision, which comes as close as possible to the invalid provision both economically and legally. The same applies in the event of an unintentional gap in the regulations.
The exclusive place of jurisdiction is the registered office of #wey; if #wey brings an action, the customer’s general place of jurisdiction shall also apply.
(5)
Status: June 2023