General Terms and Conditions

1. Scope of Application

1.1. These General Terms and Conditions ("GTC") govern all contractual relationships between comstruct, headquartered in Bammental ("comstruct"), and its customers regarding the use of comstruct services ("Services"), including the use of the platform, interfaces, and applications listed below.

1.2. The offer from comstruct for the use of the Services is exclusively directed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) ("Customer").

1.3. The basis for the contractual relationship between comstruct and the Customer is exclusively the contract that incorporates these GTC (collectively "Agreement"). The inclusion of the Customer's terms and conditions is hereby rejected.

1.4. The contractual language is English.

2. Subject Matter of the Contract

2.1. comstruct offers a data platform ("Platform") through which construction companies and suppliers can exchange and process information related to the construction process. This information includes, in particular, product catalogs, purchase orders, order confirmations, delivery notes, and invoices. The processing specifically involves standardizing, aggregating, and interpreting the shared information as well as enriching it with external data sources. The subject matter of the contract is the provision of the Platform for construction companies, suppliers, and providers of consulting or software solutions for the construction industry (each a Customer within the meaning of Section 1.2) by comstruct.

2.2. For Customers, there are two different ways to access the Platform: either by connecting the comstruct API ("API") to the respective ERP or planning system of the Customer, or, secondly, via the web app/mobile app ("App").

2.3. comstruct reserves the right, without creating any obligation for the Customer, to expand the Platform, its interfaces, and the applications (collectively the "Software") in the form of patches, updates, and upgrades and to make improvements if they (i) serve technological progress or (ii) are deemed necessary to prevent abuse. Furthermore, comstruct is entitled to change the Software and/or the Service if (i) applicable law requires such changes, (ii) the changes are advantageous for the Customer, or (iii) the changes are purely technical or procedural in nature and have no material impact on the Customer.

2.4. There is no obligation to adapt the Software to the individual needs of the Customer.

2.5. The respective applications can be operated on smartphones/tablets/PCs of the Customer and their employees or freelance workers ("Users"). This also applies to employees of subsidiaries of the Customer with a minimum 25% stake. The prerequisite is the installation of the Software on the respective device. To use the Software, the respective User must first log in to the app. The access credentials are provided to the Customer by comstruct.

3. Contractual Agreement Between Customers Through the Software

3.1. All declarations of intent made by the customer in the context of using the software are legally binding.

3.2. comstruct acts solely as the provider of the platform. comstruct does not become a party to the contracts concluded between Customers via the platform. Consequently, comstruct also does not assume liability for obligations undertaken by Customers in the context of contract conclusion.

3.3. Construction companies can, based on framework agreements via comstruct, also place orders for building materials with suppliers through the platform, who are not necessarily Customers of comstruct ("Orders"). During the ordering process, the construction company is required to provide information regarding the subject matter and quantity. The respective contract is concluded between the construction company and the corresponding supplier. comstruct acts merely as an intermediary in this contract conclusion and does not become a party to the contracts concluded between construction companies and suppliers.

4. Provision of SaaS Software and Interface

4.1. The data platform, its interfaces, and the applications are hosted on server infrastructure provided by comstruct, which is connected to the Internet. comstruct provides the Customer with software and the transmitted data as so-called Software as a Service at the router exit of the respective data center ("handover point") for use. comstruct is not responsible for establishing and maintaining the data connection between the Customer's IT system and the Internet.

4.2. comstruct will take daily backups of the platform, along with its exact data content and no additional data, and store them for a period of seven days. Backups will be restored in the event of a platform malfunction.

4.3. The Software is offered subject to availability. The average monthly availability of the Software is 99%. The availability of the Software at the handover point is decisive. Excluded from the availability calculation are:

• (i) Regular maintenance windows, which can last up to eight hours per week and typically occur between 22:00 and 4:00 Central European Time,
• (ii) Periods of unavailability due to unscheduled maintenance work necessary to rectify operational disruptions,
• (iii) Disruptions or delays due to the failure or overload of Internet or telecommunication lines within the responsibility of third-party providers, and
• (iv) Periods of unavailability due to circumstances beyond the control of comstruct or third-party companies commissioned by comstruct, especially force majeure.

4.4. comstruct grants the Customer access to the Software for the duration of the contract. The Software is provided "as-is." The scope of services is determined by the intended use stipulated in the contract. The Customer is not entitled to specific functionalities that go beyond the purpose of the contract.

4.5. comstruct has the right to update, modify, suspend, or interrupt the Software at any time, provided that this does not jeopardize the purpose of the contract. Clause 4.3 remains unaffected by this.

4.6. The Customer is not permitted to:

• Copy, transfer, sell, or otherwise make the Software available to a third party,
• Use the Software in a manner that enables the use of the Service by the Customer or a third party not covered by a corresponding contract,
• Modify, adapt, connect, translate, decompile, disassemble, or remove derived works of all or part of the Software other than to the extent permitted by law.

5. Usage Rights to Software and Interface

5.1. comstruct owns all rights to the Software. For the duration of the main contract, comstruct grants the Customer a simple, non-transferable, non-sublicensable, locally unrestricted right to use the Software to the extent necessary to fulfill the purpose of the contract.

5.2. In the event of a breach of the main contract or these GTC by the Customer, comstruct will request the Customer to remedy or rectify the breach within a reasonable period. If the Customer fails to comply with this request within the specified period, all granted rights automatically revert to comstruct. Any further use of the Software by the Customer thereafter is prohibited. The right to terminate the main contract without notice for cause remains unaffected.

6. Usage Rights of Third Parties (Third-Party Software)

6.1. The Software may contain open-source software components. The use of these components is subject exclusively to the respective terms of use of the open-source software components, which are transmitted and/or referenced within the scope of the open-source software components. In the event of contradictions or conflicting provisions between the license terms of the open-source software and the provisions of these GTC, the license terms of the open-source software shall prevail.

6.2. If comstruct provides APIs or add-ons for third-party software, such third-party software is not covered by the rights granted under clause 5. The Customer is responsible for obtaining appropriate usage rights themselves.

7. Support Services

7.1. Support requests are generally processed on business days (Munich, Germany) between 8:00 AM and 5:00 PM. On December 23rd and between December 27th and January 2nd of each year, support services may be provided only to a limited extent.

7.2. Support requests are to be reported in writing via email to support@comstruct.eu, with a comprehensible description of the error, preferably substantiated by written records, screenshots, or other documents that demonstrate the deficiencies. The defect report should enable the reproduction of the error.

8. Customer's Obligations to Cooperate and Provide Information

8.1. The Customer will fulfill the obligations incumbent upon them for contract performance in a timely, proper, and complete manner. In particular, the Customer will:

• Provide all necessary hardware or equipment required to access the Software, such as a smartphone/tablet/PC and an internet connection ("System Requirements"). An overview of the current system requirements can be found on comstruct's website at comstruct.com/systemanforderungen. The operation and maintenance of these technical requirements are solely the responsibility of the Customer.
• Bear the costs of providing the system requirements.
• Ensure that the content provided by them in the Software does not infringe upon the rights of third parties.
• Ensure that the Software is used exclusively in compliance with legal regulations, including data protection laws.

9. Remuneration

9.1. The Customer pays comstruct the remuneration provided for in the main contract, which is invoiced by comstruct. Unless otherwise specified, all amounts are understood to be plus the statutory value-added tax.

9.2. Unless otherwise agreed in writing, the remuneration is to be paid in advance and in full at the beginning of each contract term, within 30 days of receipt of the corresponding invoice from comstruct.

9.3. All due payments are made in Euro and, unless otherwise agreed in writing, electronically by bank transfer to the bank account provided by comstruct.

10. Performance Disturbances, Force Majeure, and Defects

10.1. The statutory provisions regarding warranty in rental agreements apply. The regulations in § 536b BGB (Tenant's knowledge of the defect at the time of contract conclusion or acceptance) and in § 536c BGB (Defects occurring during the rental period; notification of defects by the landlord) shall apply. However, the application of § 536a para. 2 BGB (Tenant's right to remedy the defect themselves) is excluded. The application of § 536a para. 1 BGB (Landlord's liability for damages) is also excluded to the extent that the provision provides for strict liability.

10.2. Furthermore, the provisions of the contract for services (§§ 611 et seq. BGB) apply.

10.3. comstruct cannot control the correctness, timeliness, and completeness of the data transmitted by the Customer in the context of software usage, nor does it have a corresponding obligation. For this reason, liability arising from resulting performance disturbances, even if the data has been processed by comstruct, is excluded.

10.4. The exemption from the obligation to perform also applies in the event of delays due to circumstances within the responsibility and risk area of the Customer, such as failure to provide cooperation obligations on time. Furthermore, comstruct is exempt from the obligation to perform in the event of inadequate or non-availability of the systems of third parties involved in data exchange, or faulty processing of the data on the systems of the third parties.

10.5. comstruct is exempt from the obligation to perform to the extent that non-performance is due to force majeure or other unforeseen circumstances beyond the control of comstruct, such as, but not limited to, war, strike, lockout, civil unrest, natural disasters, power outages, unlawful activities by third parties (including hacking) on the Internet or sabotage by malware, pandemics, or similar events or developments.

10.6. comstruct does not guarantee that the business expectations associated with the use of the Software will be realized.

10.7. comstruct does not provide any additional warranty for the Software without explicit confirmation.

11. Liability for Customer Damages

11.1. In the following cases, comstruct shall be liable for damages or reimbursement of futile expenses without limitation and according to the statutory limitation periods:

• a) In cases of intent and gross negligence on the part of comstruct,
• b) In cases of personal injury (body, life, and health) attributable to comstruct,
• c) If comstruct provides guarantees, if any, in individual cases, and
• d) In claims under the Product Liability Act against comstruct.

11.2. In cases of simple negligence, comstruct shall be liable for foreseeable damages resulting from a breach of material contractual obligations by comstruct or one of its legal representatives or vicarious agents. A material contractual obligation is an obligation whose fulfillment enables the proper execution of this contract or whose violation jeopardizes the achievement of the purpose of the contract, and upon which the Customer can regularly rely.

11.3. Third parties cannot derive any rights from this contract against comstruct, and the Customer will support comstruct to the best of their ability in defending against any claims made by these third parties, regardless of their nature and whether they are justified or not. To the extent that the Customer has caused such a claim culpably, the Customer shall indemnify comstruct upon first request from the claim. comstruct is entitled to take all legal steps against such claims by third parties, even if the Customer has not yet fulfilled their obligation under this clause.

12. Confidentiality

12.1. The Customer undertakes to treat all knowledge gained during the initiation and execution of the contract regarding confidential information and trade secrets of comstruct ("trade secrets") as confidential indefinitely, and to use them only for the purpose of performing this contract. comstruct's trade secrets also include the services provided under this contract.

12.2. The aforementioned obligations do not apply to trade secrets that:

• a) Were already publicly known or known to the Customer at the time of their transmission by comstruct,
• b) Became publicly known after their transmission by comstruct without the fault of the Customer,
• c) Were made accessible to the Customer by a third party in a non-unlawful manner and without restrictions regarding confidentiality or use after their transmission by comstruct,
• d) Were independently developed by the Customer without using comstruct's trade secrets,
• e) Must be published according to law, official order, or court decision-provided that the Customer promptly informs comstruct about this and supports comstruct in defending against such orders or decisions, or
• f) To the extent that the Customer is permitted to use or disclose the trade secrets based on mandatory legal provisions or based on this contract.

The Customer bears the burden of proof for the aforementioned exceptions (a - f).

13. Data Protection and Data Security

13.1. If the Customer processes personal data within the framework of this contractual relationship, the Customer is responsible for compliance with data protection regulations. comstruct will process the data transmitted by the Customer only within the instructions of the Customer.

13.2. The Customer has the option to store data on the virtual data server set up for them by comstruct, which they can access in connection with the use of the provided software. comstruct is only obligated to provide storage space for use by the Customer. comstruct has no obligations regarding the custody or safekeeping of the data transmitted and processed by the Customer. The Customer is responsible for complying with commercial and tax law retention periods.

13.3. The data uploaded by the Customer in the course of using the software remains the property of the Customer and will only be disclosed to third parties within the scope of the usage required by the contractual purpose.

13.4. The Customer is obliged to regularly back up their data used within the software provided by comstruct from the server storage. comstruct is not liable for damages arising from a failure to comply with the above obligation.

13.5. comstruct takes appropriate technical and organizational measures to ensure data security. Personal and company-related data are transmitted in encrypted form and stored in a secure environment.

13.6. Where required by data protection law, the Customer undertakes to conclude a data processing agreement pursuant to Art. 28 GDPR with comstruct.

14. Contract Duration and Termination

14.1. The contract duration is an integral part of the contract and can be terminated by either party with three months' notice to the end of the month. If no explicit contract duration is specified in the contract, a minimum contract duration of 12 months applies, which is automatically extended subject to regular termination.

14.2. Termination must be made in text form (email) at a minimum.

14.3. The right to terminate without notice for good cause remains unaffected.

14.4. During the contract term, the Customer can adjust the number of users or uploads with two weeks' notice to the first of a month.

15. Change of Terms and Conditions

15.1. comstruct reserves the right to amend or supplement these Terms and Conditions, taking into account the legitimate expectations of Customers regarding existing rights and obligations. Planned changes or additions will be announced to the Customer with reasonable notice before they come into effect, either by email or in writing.

15.2. If the Customer does not object to the amended Terms and Conditions within six weeks after receiving the email in written form (e.g., letter, email), the amended Terms and Conditions are considered accepted. In the event of objection, the original Terms and Conditions continue unchanged; however, comstruct is entitled to terminate the contract with a special termination right with a notice period of two months from the receipt of the objection to the end of a calendar month. The special termination right does not apply in the first year of the contract.

16. Final Provisions

16.1. The Customer is only permitted to assign or transfer claims from this agreement with the consent of comstruct.

16.2. This agreement contains all agreements between the parties and replaces all agreements on the same subject matter made prior to the signing. In particular, no verbal collateral agreements have been made. Amendments and additions to this agreement require the written form to be effective. This also applies to the repeal, amendment, or addition of the written form requirement itself.

16.3. Should individual provisions of this agreement be or become invalid or void, or should provisions of this contract be unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Instead of the invalid, void, or unenforceable provision, the parties shall agree on a provision that economically comes closest to what the parties intended in terms of the meaning and purpose of the provision that has lapsed. The same applies if contractual gaps should arise.

16.4. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the registered office of comstruct as stated in the main contract.

16.5. The laws of the Federal Republic of Germany shall exclusively apply.

16.6. The English version of these Terms and Conditions shall prevail. The German version is provided for information purposes only.