General Terms and Conditions of Pace IP GmbH

1 Scope of application

The following terms and conditions form the exclusive basis for all legal relationships established between us and our clients.
Clients within the meaning of these terms and conditions are exclusively entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law.
The General Terms and Conditions shall apply in the version valid at the time the contract is concluded. These are available free of charge in a version that can be saved and printed at ‘www.pace-ip.com/en/general-terms-and-conditions-of-pace-ip-gmbh/’.
Deviating general terms and conditions of the client shall only apply if we have expressly agreed to them in writing.

2 Conclusion of contract

The offers of PACE IP are made in written or text form (§ 126b BGB).
The offers are valid for 30 days from the date of preparation resulting from the offer, unless expressly stated otherwise.
The acceptance of the order by the client is also made in writing or text form.

3 contract amendment

PACE IP is entitled to change the content of the contract with the consent of the client, provided that the change is reasonable for the client, taking into account the interests of PACE IP. The consent to the contract change is deemed to have been given if the client does not object to the change within four weeks of receipt of the change notification. PACE IP undertakes to inform the client of the consequences of a failure to object with the change notification.
PACE IP can transfer its rights and obligations under this contract to one or more third parties (contract transfer). In the event of a contract transfer, the client has the right to terminate the contract without notice.

4 Services of PACE IP

The contracting parties agree that PACE IP owes the provision of services, but not the production of a work or the achievement of a certain success. The contracting parties also agree that the exclusively service-contractual nature of PACE IP’s obligation to perform does not change even if PACE IP undertakes to record the results of its services in writing and to prepare and submit corresponding reports, studies and the like. Unless expressly agreed otherwise, such written reports, studies and the like do not constitute expert opinions in particular, but only reflect the essential content of the process and the result of the services.
PACE IP guarantees 99% availability of its servers on an annual average. This does not include times when the server cannot be reached due to technical or other problems that are beyond the control of PACE IP (force majeure, fault of third parties, etc.).
PACE IP can restrict access to the services if the security of the network operation, the maintenance of the network integrity, in particular the avoidance of serious disruptions to the network, the software or stored data require this.
Unless otherwise agreed, a data transfer volume of 1 gigabyte per month is included in the tariff. The data transfer volume used is the sum of all data transfers associated with the order (HTTP, HTTPS, FTP).
When procuring the software systems selected by the client for the management of intellectual property (Intellectual Property Hosting – or: IP Hosting), these systems and the services provided with them are the subject of the order placed. In this respect, PACE IP acts as an intermediary in the relationship between the client and the respective software manufacturer. This means that the contract is concluded between the client and the manufacturer.
As a result, PACE IP has no influence on the performance characteristics of the software supplied by a manufacturer and does not guarantee that the software ordered for the client is available and executable and has the features expected by the client. Furthermore, PACE IP does not assume any obligations towards the client from product liability or that the software is free of third-party rights.
The provision of legal or tax advisory services by PACE IP is excluded as part of the contract.

5 Obligations of the client to cooperate

The client provides PACE IP with the information and documents required for the execution of the order immediately, completely and correctly.
The client is also obliged to name one or more persons to PACE IP who are authorised to make all binding declarations necessary for the provision of the service owed and the execution of the contract for the client.
The client undertakes to inform PACE IP immediately of any changes to the data provided and, upon request from PACE IP, to reconfirm the current accuracy within 15 days of receipt. This concerns in particular
– Name and postal address of the customer,
– Name, postal address, e-mail address and telephone and fax number of the technical contact person for the system,
– Name, postal address, e-mail address and telephone and fax number of the administrative contact person for the system
If the client does not or not completely perform the cooperation actions incumbent on him in accordance with the above items 1 to 3 despite a corresponding request and deadline set by PACE IP, PACE IP is entitled to terminate the underlying contract without notice. In this case, PACE IP can either invoice the services actually provided up to the time of cancellation or instead the agreed or forecast total remuneration less expenses saved by the premature termination of the contract.
Within the scope of brokerage orders, the client authorises PACE IP to forward the data according to lines 1 to 3 to the manufacturer of the software to be used.
The client undertakes to keep passwords received from PACE IP for the purpose of accessing its services strictly secret and to inform PACE IP immediately in writing as soon as he becomes aware that unauthorised third parties may have become aware of the password. If, due to the client’s fault, third parties use PACE IP services by misusing the passwords, the client is liable to PACE IP for the agreed usage fee and damages.
The client also thoroughly tests each programme for freedom from defects and usability in his specific situation before he begins operational use of the programme. This applies in particular to programmes that he receives from PACE IP as part of the warranty and maintenance. The client is expressly advised that even minor changes to the software can affect the operability of the entire system.

6 Deadlines and dates

The deadlines and/or dates agreed in the contracts are non-binding if they are not expressly agreed as binding.
If PACE IP cannot meet an agreed deadline(s) for reasons for which it is not responsible (in particular, but not exclusively, in cases of force majeure, strikes, official measures, pandemics, epidemics, natural disasters, etc.), PACE IP will inform the client immediately and determine a new deadline(s) appropriate to the circumstances.
If a deadline/deadline is exceeded due to a lack of cooperation on the part of the client, the deadline/deadline is extended/postponed at least to the same extent, without prejudice to further rights of PACE IP.
The client can request PACE IP to provide the service one month after a non-binding deadline/deadline has been exceeded, setting a reasonable grace period. PACE IP is not in default before the grace period has expired.
If the client is entitled to compensation for damage caused by delay, this is limited to 0.5% for each completed week of delay in the event of slight negligence on the part of PACE IP, but not more than a total of 5% of the agreed remuneration for the part of the service with regard to which there is a delay.

7 Prices and terms of payment

The agreed prices are net prices, which are to be paid plus the applicable statutory sales tax.
Unless otherwise agreed in writing in individual cases, the services of PACE IP are calculated and remunerated according to the price list valid at PACE IP plus expenses, ancillary costs, expenses, etc.. The current price list will be made available to the client on request.
PACE IP is entitled to invoice appropriate advances for the services expected to be provided or appropriate instalments for services already provided.
PACE IP’s invoices are due without deductions upon receipt by the client.
The client is only entitled to set-off rights with claims that are undisputed by PACE IP or have been legally established against PACE IP. The client is only authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

8 Liability

PACE IP is liable for damages – for whatever legal reason – only in the case of intent and gross negligence.
However, PACE IP is also liable for simple negligence for damages resulting from- injury to life, limb or health or the breach of an
– the violation of an essential contractual obligation. Essential contractual obligations are those obligations whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the other party regularly relies and may rely. In this case, PACE IP’s liability is limited to compensation for foreseeable, typically occurring damage.

The above limitations of liability do not apply if PACE IP has maliciously committed a breach of contract or has assumed a guarantee.
Insofar as the liability of PACE IP is excluded or limited, this also applies to the liability of the legal representatives, employees and vicarious agents of PACE IP.
PACE IP is not liable for the functionality of data networks, servers, or data lines to the PACE IP data centre.

9 Rights of use

Upon full payment of the invoices invoiced, the client acquires the exclusive and transferable right of use to the service results documented by PACE IP, which is unlimited in terms of space, location and time. This also includes the right to reproduce, transfer to image, sound and data carriers, process, edit, redesign, translate and exploit in modified form or in the original or transfer in whole or in part to third parties without the consent of PACE IP.
Source codes, software, concepts and / or methodology used by PACE IP to determine the documented performance results are not transferred and are therefore not subject to the rights of use in accordance with the above paragraph 1.
PACE IP is not prevented from using the performance results obtained using source codes, software, concepts, methodology and knowledge that it has applied, further developed or gained in the execution of this contract for third parties with similar tasks.

10 Confidentiality

Confidential information within the meaning of this provision is all embodied or verbal information and data, such as technical or business data, documents or knowledge as well as samples, which one of the contracting parties receives in connection with the contract (in particular also an offer prepared by PACE IP and sent to the client prior to the conclusion of the contract) and which has been expressly marked as confidential or can be recognised as confidential under other circumstances.
contract) and which have been expressly marked as confidential or are recognisable as confidential under other circumstances.
The contracting parties undertake to use all confidential information
– to use it exclusively within the framework of the fulfilment of this contract, not to make it accessible to third parties or to make it accessible only to those of their employees who need it within the framework of this contract and who are obliged to maintain confidentiality in accordance with this agreement, unless they are subject to a general obligation of confidentiality on the basis of their employment contract;

– to keep such information secret, exercising the same care as with regard to their own information of similar importance, but at least an appropriate degree of care.
The obligation to maintain confidentiality shall not apply to confidential information that is or becomes publicly accessible through no fault of one of the contracting parties, provided that confidential information shall not be deemed publicly accessible merely because only parts of it are or become publicly accessible.
This obligation also does not apply to confidential information that must be disclosed due to a binding official or judicial order or mandatory legal provisions, provided that the contracting parties have been informed in writing of the respective disclosure and the contracting parties have previously exhausted all legal possibilities to prevent disclosure.
The contracting parties may request from each other that confidential information in physical and/or electronic form and any samples/quotations submitted be returned or destroyed immediately for a period of up to three months after the end of the order.
The contracting parties undertake to confirm the return or destruction in writing within 14 days of receipt of the corresponding request.

11 Data protection

PACE IP collects, processes and uses personal data of the client without further consent only insofar as they are necessary for the establishment and execution of the contract and for billing purposes. For further details, PACE IP refers to the separate data protection declaration, which is available free of charge in a storable and printable version at ‘www.pace-ip.com/impressum/datenschutzerklaerung’.
PACE IP expressly points out to the client that data protection for data transmissions in open networks, such as the Internet, cannot be absolutely guaranteed according to the current state of the art.

12 Contract duration and termination, cancellation

The contract ends with the complete provision of services.
If the contract relates to recurring/continuous services, it shall end upon expiry of the period expressly stated in the contract or by ordinary written cancellation upon expiry of the agreed notice period. If a cancellation period has not been expressly agreed, the cancellation period shall be 3 months to the end of a contractual year.
The right of both contracting parties to terminate the contract without notice for good cause remains unaffected.
Any cancellation must be made in writing to be effective.
PACE IP is entitled to release the personnel and material resources reserved for the customer after completion of the order. At the latest with this release, all rights of the customer to these resources expire.
If third parties assert claims against PACE IP for actual or alleged infringement, PACE IP is entitled to suspend IP hosting in order to prevent damage to the customer and PACE IP.

13 General, place of fulfilment, place of jurisdiction, applicable law

The above provisions reflect the agreements made in full. There are no collateral agreements. Amendments and supplements must be made in writing. This also applies to the amendment of this written form clause.
Should individual provisions be or become invalid or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Any provisions of this contract that are not included or are invalid shall be replaced by statutory law (Section 306 (2) BGB). If such statutory law is not available in the respective case (loophole) or would lead to an unacceptable result, the contracting parties shall enter into negotiations to replace the non-included or ineffective provision with an effective provision that comes as close as possible to it in economic terms. Both contracting parties undertake to make the necessary declarations of intent in this respect.
The place of fulfilment for all contractual obligations is Berlin.
The place of jurisdiction for merchants, legal entities under public law or special funds under public law is Berlin. Should a legal dispute fall within the jurisdiction of the local courts, the jurisdiction of the Charlottenburg Local Court is agreed.
The law of the Federal Republic of Germany shall apply to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods.Berlin, February 2025