General Terms and Conditions (GTC)

§ 1 Scope, contracting parties

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Keaflow UG (haftungsbeschränkt), Zollstr. 89, 45356 Essen, registered in the commercial register of the local court of Essen under HRB 37999, represented by the managing director Jurijs Rubenciks (hereinafter "Provider"), and its customers (hereinafter "Customer") regarding the use of the web-based software application "Keaflow" (hereinafter "Software" or "Service").

(2) The Software is exclusively intended for entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal persons under public law, and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are excluded. Upon conclusion of the contract, the Customer warrants that it is acting in the exercise of its commercial or independent professional activity.

(3) These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly consented to their validity in writing. This also applies if the Provider, with knowledge of the Customer's conflicting terms, performs services without reservation.

(4) The current version of the GTC is available at keaflow.de/en/terms.

§ 2 Subject matter, description of services

(1) The Provider makes the Keaflow Software available to the Customer for use as Software-as-a-Service (SaaS) via the internet. Keaflow enables the technical and economic optimisation of decentralised energy systems, in particular the modelling and calculation of photovoltaic installations, heat pumps, battery storage, combined heat and power (CHP), and sector coupling.

(2) The specific scope of functions results from the service description currently in effect on the Provider's website and from the tariff selected by the Customer.

(3) The Provider is entitled to further develop, adapt, and extend the functional scope of the Software, provided that this is reasonable for the Customer and the contractually essential functions are preserved. The Customer will be informed in text form in good time of any material changes.

(4) Keaflow is a decision-support tool. The Software does not replace the technical assessment, planning, or design carried out by the Customer's qualified professionals. The calculations, optimisations, and design outputs generated with the Software are to be understood as a planning basis; responsibility for the use of the results, the selection of suitable input data, and the adoption of the results in concrete planning or installation decisions lies exclusively with the Customer.

§ 3 Conclusion of contract

(1) The presentation of the Software and tariffs on the Provider's website does not constitute a binding offer, but an invitation to submit an offer.

(2) By selecting a tariff, entering their data, and completing the order process, the Customer submits a binding offer to conclude a usage agreement.

(3) The contract is concluded upon acceptance by the Provider. Acceptance takes place by order confirmation in text form or by activation of access to the Software.

§ 4 Rights of use

(1) For the duration of the contract, the Provider grants the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Software within the contractually agreed scope for its own business purposes.

(2) The use of the Software by third parties, in particular by affiliated companies of the Customer, is only permitted with the prior written consent of the Provider. The use within the scope of providing consulting and planning services for end customers of the Customer is, however, expressly permitted, provided that the Customer operates the Software itself.

(3) The Customer may use the Software exclusively within the agreed scope. In particular, the Customer is prohibited from:

• duplicating, modifying, decompiling, or reverse-engineering the Software or parts of it, unless mandatorily permitted by law;
• making the Software available to third parties for use, whether against payment or free of charge;
• using the Software to develop competing products or to train AI models;
• circumventing or removing security measures of the Software.

(4) All rights to the Software, including source code, algorithms, calculation methods, documentation, and user interface, remain with the Provider.

§ 5 Access credentials, user accounts

(1) The Customer receives one or more user accesses for use of the Software in accordance with the selected tariff. Access credentials must be treated as confidential and protected against access by third parties.

(2) The Customer is obliged to inform the Provider without undue delay if there is any suspicion of misuse of the access credentials.

(3) The Customer is liable for all activities carried out under its user account, provided that the unauthorised use is attributable to the Customer's fault.

§ 6 Availability, maintenance

(1) The Provider makes the Software available with an average annual availability of 98 % on an annual average. The decisive factor is availability at the data centre's handover point to the internet.

(2) Excluded from availability are:

• scheduled maintenance windows, which will, where possible, be carried out outside usual business hours (Mon–Fri, 08:00–18:00 CET) and announced in advance;
• outages caused by force majeure, attacks by third parties (e.g. DDoS), internet disruptions outside the Provider's sphere of influence, or errors in hardware or software used by the Customer;
• short-term necessary maintenance work to remedy security-critical incidents.

(3) The Provider is entitled to temporarily restrict or block access to the Software where this is necessary for reasons of security, system integrity, or to remedy serious malfunctions.

§ 7 Customer obligations, data

(1) The Customer is solely responsible for the data entered into the Software and for its accuracy, completeness, and lawfulness.

(2) The Customer undertakes not to upload any unlawful, harmful, or third-party-rights-infringing content to the Software.

(3) The Customer is obliged to regularly back up the data it has entered, to the extent that export functions are available. The Provider carries out its own backups but assumes no data backup obligation in favour of the Customer beyond the purposes regulated in § 13.

(4) The Customer shall indemnify the Provider against all claims by third parties asserted on the basis of a breach of these obligations attributable to the Customer, including reasonable costs of legal defence.

§ 8 Remuneration, payment terms

(1) Remuneration is governed by the tariff valid at the time of conclusion of the contract. Unless stated otherwise, all prices are quoted in euros plus statutory VAT.

(2) Remuneration is, unless otherwise agreed, payable in advance for the respective billing period (monthly or annual).

(3) Payment is made via the payment methods offered during the order process. In the case of direct debit or credit card payment, the Customer authorises the Provider to collect the amounts due on the respective due date.

(4) In the event of default in payment, the Provider is entitled to charge default interest at the statutory rate (§ 288 (2) BGB). The assertion of further damages remains reserved.

(5) In the event of default in payment of more than 14 days, the Provider is entitled to block access to the Software after prior warning. The obligation to pay the agreed remuneration continues during the blocking.

(6) The Provider is entitled to adjust prices with a notice period of at least six weeks to the end of a billing period. If the Customer objects to the price adjustment in text form within four weeks of receipt of the announcement, the contract ends at the time the price adjustment takes effect.

§ 9 Term, termination

(1) The contract is concluded for the minimum term stated in the tariff. Unless otherwise agreed, the term is one month for monthly billing or twelve months for annual billing.

(2) The contract is automatically extended by the selected term unless terminated by either party in text form with 30 days' notice to the end of the term.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Provider in particular if the Customer is in default of payment of remuneration for two consecutive billing periods, or a substantial part thereof, or seriously breaches material obligations under this contract.

(4) Termination notices must be in text form.

§ 10 Warranty for defects

(1) The Provider warrants that the Software substantially complies with the service description. An insignificant deviation from the service description does not constitute a defect.

(2) The Customer must report defects in text form without undue delay after discovery and describe them in a comprehensible manner.

(3) The Provider will remedy defects within a reasonable period. The remedy may also be carried out by providing a new program version or by indicating reasonable workarounds.

(4) Claims for defects expire after twelve months from the statutory commencement of the limitation period, unless mandatory statutory provisions prescribe a longer limitation period.

§ 11 Liability

(1) The Provider has unlimited liability for damages arising from injury to life, body, or health, as well as for damages based on intentional or grossly negligent breach of duty by the Provider, its legal representatives, or vicarious agents, and in accordance with the German Product Liability Act.

(2) In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the Provider's liability is limited to the foreseeable damage typical for the contract. Cardinal obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer can regularly rely.

(3) In all other respects, the Provider's liability for damages caused by slight negligence is excluded.

(4) In the case of slight negligence, the Provider's liability is limited in amount to the remuneration actually paid by the Customer in the twelve months preceding the event giving rise to the damage.

(5) The Provider is not liable for damages incurred by the Customer or third parties as a result of calculations, optimisation results, or designs from Keaflow being adopted in concrete planning, design, or investment decisions without expert review and without verification of the input data. The Customer acknowledges that the Software's results are based on the input data, assumptions, and mathematical models provided by the Customer, and must be reviewed within the scope of the Customer's professional responsibility.

(6) The Provider is not liable for the loss of data insofar as the damage is based on the Customer having failed to carry out reasonable data backups, thereby ensuring that lost data could be restored with reasonable effort.

(7) Any further liability of the Provider is excluded.

§ 12 Data protection, confidentiality

(1) The Provider processes personal data exclusively within the framework of statutory provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG). Details are set out in the privacy policy at keaflow.de/en/privacy.

(2) Insofar as the Provider processes personal data on behalf of the Customer in the course of providing the contractual services, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR.

(3) Both parties undertake to treat all confidential information of the other party obtained in the course of performing the contract as confidential and not to pass it on to third parties. This obligation continues to apply after termination of the contract. The Customer's project and customer data entered into the Software shall in particular be deemed confidential.

§ 13 Termination, data export, data deletion

(1) Following termination of the contract, the Customer has a period of 30 days to export the data it has entered into the Software, to the extent that corresponding export functions are available.

(2) After expiry of this period, the Provider is entitled and, at the Customer's request, obliged to delete all Customer data, unless statutory retention obligations preclude this.

§ 14 Amendments to the GTC

(1) The Provider is entitled to amend these GTC where this is necessary due to changed legal frameworks, technical developments, or to close regulatory gaps, and provided that the Customer is not unreasonably disadvantaged as a result.

(2) Amendments will be communicated to the Customer in text form with a notice period of at least six weeks before the intended effective date. If the Customer does not object to the amendments in text form within four weeks of receipt of the notification, the amendments shall be deemed accepted. The Provider will draw the Customer's attention, in the notification, separately to the possibility of objection and to the consequences of an omitted objection.

(3) In the event of an objection, the Provider is entitled to terminate the contract at the time the amendments take effect.

§ 15 Final provisions

(1) The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Essen, provided that the Customer is a merchant, a legal person under public law, or a special fund under public law. The Provider is also entitled to sue the Customer at the Customer's general place of jurisdiction.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

(4) Amendments and supplements to this contract must be made in text form. This also applies to the waiver of this formal requirement.

Provider

The current version of these Terms is available at keaflow.de/en/terms.