General Terms and Conditions of Business

Version 08/2026 · Rev. V2

M.A.C. System Solutions GmbH – terms governing all contracts, deliveries and services between M.A.C. System Solutions GmbH and the Customer.

PART A – General Provisions

1  Scope and Structure of these Conditions

1.1 All contracts, deliveries and services between M.A.C. System Solutions GmbH (hereinafter “Contractor”) and the Customer, including all future contracts, deliveries and services, are governed solely by the following General Terms and Conditions of Business (“Conditions”).

1.2 These Conditions are structured in modules: Part A applies to all contracts. Parts B (Hardware), C (Software and Software as a Service), D (Professional Services and On-Board Installation) and E (Data Services) apply in addition insofar as the respective deliverables form part of the ordered scope pursuant to offer and order confirmation.

1.3 Any Customer supplement or deviating terms and conditions conflicting with the Contractor’s terms and conditions shall not be recognized by the Contractor, unless the Contractor explicitly consents to their application in writing.

2  Offers and Conclusion of Contract

2.1 Offers are non-binding and without obligation. All contracts only become effective upon receipt of written order confirmation of the Contractor, or at the latest upon delivery of the products or commencement of the services.

2.2 Offer, order confirmation and these Conditions shall govern the contents of the contract. Divergent agreements shall only become part of the contract where the Contractor has expressly agreed to them with the Customer. Any such agreement must be in writing.

2.3 The Contractor reserves the unrestricted right to ownership and copyright exploitation rights in all cost estimates, calculations, samples, patterns, drawings and any other documents. They may only be used by the Customer for approval of the offer and may only be made accessible to third parties given the prior written approval of the Contractor. All documents forming part of a quotation shall be returned immediately to the Contractor if the assignment is not placed.

3  Prices and Payments

3.1 The prices the Contractor states or confirms shall govern. Unless otherwise agreed, prices for products apply net and ex works, excluding packaging and transportation insurance, which shall be charged separately; recurring fees for SaaS and Data Services are set out in the offer/order confirmation. The packaging will be charged at cost and may not be returned.

3.2 Additional services shall be charged for according to the Contractor’s expenses and effort, unless otherwise agreed with the Customer.

3.3 Payment must be received in full and without deductions in one of the accounts indicated by the Contractor within 14 days after the date of invoice. For all means of payment, the date of receipt of payment shall be the date on which the sum can be disposed of by the Contractor. If there is a delay in payment, the Contractor is entitled to charge default interest in the amount of nine per cent above the base interest rate (§ 288 (2) BGB).

3.4 The Customer only has the right of retention and the right of set-off against the Contractor’s claims for payment if his counterclaims are undisputed, have been declared valid by a court of law or have been accepted by the Contractor.

3.5 Payments shall first be used by the Contractor to clear older debts of the Customer. In the event that interest has already been incurred, the Contractor shall be entitled to set off the payments first against the interest and finally against the principal claim.

3.6 If it becomes apparent that the Contractor’s claims for payment are endangered because of a Customer’s poor financial capacity, the Contractor is entitled to make immediately due and payable all claims arising out of the entire business relationship which are not yet due, to the extent that the Contractor has already rendered the agreed deliveries and services.

4  Customer’s Obligations to Cooperate

4.1 The Customer shall create all prerequisites necessary for a proper completion of the order. The Customer shall name a technical professional who will be available for the Contractor to supply any necessary information, and who will make the decisions necessary to realize the order without delay. The Contractor shall involve the contact person of the Customer wherever necessary for executing the order.

4.2 If services are carried out at the premises of the Customer or on board, the Customer shall provide sufficient working means and work places to the Contractor’s employees. The Customer has no right to issue instructions to the Contractor’s employees.

5  Periods of Delivery and Service, Transgression of Deadlines

5.1 The agreed time periods shall not begin before the Customer has provided the Contractor with the documents it is required to provide, the necessary licenses from the authorities, releases, specifications, agreed advance payments and any other cooperative efforts the Customer has agreed to.

5.2 Supply and/or performance times shall be deemed observed when the Contractor notifies the Customer about his readiness for dispatch within the agreed deadlines and/or coordinates a date with him for rendering the performance.

5.3 If deliveries or services are impeded by unforeseeable events which are beyond the Contractor’s control, the periods affected by this event shall be extended by the duration of such impediment. In this case the Contractor is entitled to rescind the contract and obligated to promptly inform the Customer about the fact that the delivery or service is not available, and to promptly reimburse any services in return which may have been provided.

5.4 In the event the delivery period is extended or in the event the Contractor is released from its obligation, the Customer shall not be entitled to any claims for damages, except in the cases set out in Clause 6.1.

5.5 Cancellation of the contract by the Customer based on statute requires that the Customer has set a reasonable grace period which has expired unsuccessfully, unless setting a grace period is dispensable under statutory law. The Customer shall declare within a reasonable period of time whether he cancels the contract due to the delayed supplies or insists on the supplies being carried out.

6  Warranty and Liability

6.1 The Contractor shall be liable without limitation for damages caused intentionally or by gross negligence, for fraudulent concealment of defects, for damages arising from injury to life, body or health, and for claims under the German Product Liability Act (Produkthaftungsgesetz).

6.2 The Contractor shall further be liable without limitation under any guarantee (Garantie) expressly designated as such and assumed in writing; technical specifications, product descriptions, performance data and service levels shall not constitute guarantees (Garantien) or guaranteed characteristics (zugesicherte Eigenschaften) unless expressly designated as such in writing (see also Clauses 10.4 and 18.2).

6.3 In the event of simple negligence (einfache Fahrlässigkeit) on the part of its bodies, legal representatives, employees or other vicarious agents (Erfüllungsgehilfen), the Contractor shall be liable only if material contractual obligations (wesentliche Vertragspflichten / Kardinalpflichten) are breached. Material contractual obligations are those whose fulfilment is necessary for the proper execution of the contract and on whose observance the contracting party regularly relies and may rely.

6.4 In the cases of Clause 6.3, the Contractor’s liability shall be limited to the foreseeable damage typical for this type of contract (vertragstypischer, vorhersehbarer Schaden). This limitation shall not apply to the cases set out in Clause 6.1.

6.5 In all other respects, the Contractor’s liability for simple negligence is excluded, irrespective of the legal grounds (whether contractual, tortious or otherwise). In particular, the Contractor shall not be liable for indirect or consequential damages, loss of profit, loss of production, loss of use, off-hire, demurrage or loss of charter income caused by simple negligence, except in the cases set out in Clauses 6.1 to 6.4 and Clause 24.3.

6.6 The limitations on and exclusions of liability under the contract shall also apply in favour of the Contractor’s executive bodies, legal representatives, employees and other vicarious agents (Erfüllungsgehilfen).

6.7 The Customer shall have no warranty claims (Mängelansprüche) to the extent that a defect results from:

1. unsuitable or improper use, storage or operation of the products, unless such use was expressly approved by the Contractor in writing or in text form (§ 126b BGB);
2. installation, commissioning, maintenance or repair not carried out by the Contractor or by personnel authorised by the Contractor, or by persons lacking the required technical qualification;
3. modifications to the products, or replacement of parts by parts not conforming to the original specification, unless expressly approved by the Contractor in writing or in text form;
4. use of unsuitable equipment, consumables or substitute materials not recommended or approved by the Contractor in writing or in text form;
5. operation outside the environmental conditions (including temperature ranges) set out in the product documentation, provided such documentation was made available to the Customer in accordance with Clause 6.8;
6. failure to carry out the maintenance and service work prescribed in the product documentation, provided such documentation was made available to the Customer in accordance with Clause 6.8;
7. natural wear and tear;
8. external influences beyond the Contractor’s control (such as accidents, overvoltage, water ingress or force majeure); or
9. defective, incomplete or inaccurate data, signals or interfaces provided by the Customer or by third-party systems to which the products or services are connected, unless the defect was caused by the Contractor.

6.8 The relevant product documentation (including operating instructions, environmental specifications and maintenance schedules) shall be deemed made available to the Customer upon documented handover as part of the delivery documents or the commissioning protocol (Clause 22.2), or upon upload to the Contractor’s customer portal.

6.9 The statutory rules on the burden of proof remain unaffected. Clause 6.1 remains unaffected by Clauses 6.7 to 6.9.

7  Limitation

7.1 Claims asserted by the Customer because of a defect are subject to a limitation period of twelve months.

7.2 All other contractual and further claims of the Customer as well as claims arising from a guarantee are also subject to a one-year limitation period.

7.3 In deviation from Clauses 7.1 and 7.2, the statutory periods of limitation shall apply to the Customer’s following claims: a) pursuant to the Product Liability Act and on account of damages resulting from personal injury to life, body, or health, or a material breach of contractual obligations; or b) due to damages which the Contractor himself or any of the persons he employs in the performance of their duties caused through an intentional or grossly negligent breach of duty; or c) due to fraudulent concealment of a defect.

7.4 The Contractor’s claims against the Customer shall be subject to the statutory periods of limitation.

8  Confidentiality; Intellectual Property; Data Protection

8.1 Each party is obligated to treat as strictly confidential all commercial and technical details it gets to know about the other party through the business relationship, and to protect such information with confidentiality measures appropriate to the circumstances (§ 2 GeschGehG). Documents and materials may only be disclosed to third parties with the express consent of the disclosing party in writing or in text form. Each party shall bind its staff and any subcontractors to corresponding duties of secrecy.

8.2 Confidential is all information, facts, documents, data and/or knowledge, especially technical and/or economic information, construction documents, specifications, drawings, samples, prototypes, test results and/or any other know-how that a party has received from the other party as a result of negotiations and/or talks, in writing, in text form or verbally, as well as all compilations, files, calculations, experiences, technologies, electronic or visual data carriers, prices and/or conditions, in whichever embodiment, including all copies made thereof.

8.3 The obligation to secrecy shall remain effective after the termination of the agreement. It shall not expire until and insofar as the know-how in the confidential information is in the public domain.

8.4 Information is not or is no longer confidential insofar as it was already lawfully known to the receiving party without a confidentiality obligation, has become public through no fault of the receiving party, was lawfully received from a third party, or must be disclosed by operation of law or by order of a court or authority; in the latter case, the receiving party shall inform the disclosing party without undue delay to the extent legally permitted.

8.5 All intellectual property rights (including copyrights and rights in software, patents, utility models, trademarks, design rights, database rights and know-how) in the Contractor’s products, software, SaaS services, data models, algorithms, documentation and other work results remain exclusively with the Contractor or its licensors. The Customer receives only the usage rights expressly granted under these Conditions (in particular Clauses 16 and 17) or under an individual agreement; no implied licenses are granted.

8.6 Intellectual property rights in modifications, improvements, further developments, customizations, configurations and interfaces of or to the Contractor’s products, software or services that arise in connection with the performance of the contract – including those based on suggestions, feedback, requirements or other contributions of the Customer – shall vest exclusively in the Contractor. Insofar as such rights arise in the person of the Customer by operation of law, the Customer hereby grants the Contractor the exclusive, transferable and sublicensable right, unlimited in time, territory and content, to use and exploit them; German copyright in the person of an author remains unaffected as such (§ 29 UrhG). The Contractor may use suggestions and feedback of the Customer for the improvement of its products and services without restriction and without additional compensation.

8.7 The Customer’s pre-existing intellectual property rights remain unaffected; the use of data is governed by Clause 25. Where the Contractor creates work results specifically for the Customer (in particular under Part D), the Customer receives, upon full payment of the agreed remuneration, the non-exclusive right to use such work results for the contractually intended purpose, unless otherwise agreed in writing.

8.8 Each party processes personal data in connection with the business relationship in accordance with applicable data protection law. Details on the Contractor’s processing of personal data are set out in its privacy notice pursuant to Articles 13 and 14 GDPR, available at www.macsystemsolutions.com/privacy-policy.

9  General Provisions, Choice of Law, Place of Performance, Place of Jurisdiction

9.1 The contract and all business and legal relationships between the Contractor and any Customer are exclusively subject to the laws of Germany, notably the BGB/HGB, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.2 The sole place of performance for all obligations of the parties is the Contractor’s place of business in Germany. This shall also be the Customer’s place of payment.

9.3 Exclusive place of jurisdiction for both parties and for all disputes directly or indirectly arising from the contractual relationship shall be Hamburg, Germany, if the Customer is a businessman. This shall also apply in case of cross-border deliveries, for purposes of the international jurisdiction of the courts of Hamburg.

9.4 However, the Contractor reserves the right to assert its claims at any permissible place of jurisdiction.

9.5 Insofar as transport, freight forwarding or warehousing services are provided by third parties (e.g. shipping companies, freight forwarding companies) in addition to the contract, such services are provided exclusively on the basis of the terms and conditions agreed in each case between the Customer and such third parties (including any standard terms of merchant shipping, such as the German Freight Forwarders’ Standard Terms and Conditions (ADSp) or shipping companies’ general terms and conditions). The Contractor itself does not provide any freight forwarding or transport services; its liability is governed exclusively by the contract.

9.6 These Conditions are drawn up in English; in case of discrepancies between the English version and any translation, the English version shall prevail. German legal terms referenced in brackets shall prevail for interpretation purposes, and these Conditions shall be interpreted in accordance with German legal concepts. In case of contradictions, individual agreements (in particular offer, order confirmation and any statement of work) shall prevail over these Conditions; within these Conditions, the module-specific provisions of Parts B to E shall prevail over Part A.

PART B – Module: Hardware (Sale And Delivery Of Products)

10  Nature of Products

10.1 The contractually agreed characteristics of the Contractor’s products are those properties and features which are specified in the offer and order confirmation. If the Contractor has shown or sent sample products to the Customer before entering into a contract, the properties of the sample product apply as contractually agreed characteristics. Additional or more far-reaching properties and features are only valid as contractually agreed characteristics where they have been expressly agreed to in writing.

10.2 The Contractor is entitled to make subsequent changes as may be required by technical reasons related to the production process and which the Customer can reasonably be expected to accept. The same applies to changes resulting from a change made by the Contractor’s subcontractor. The Contractor is entitled to take into consideration further technical developments, but is not obligated to carry out such modifications to products already delivered.

10.3 Product specifications set forth in documents other than the Contractor’s offer documents and order confirmation, including but not limited to illustrations and drawings, shall be regarded as rough indications only, from which the Contractor may deviate within the normal margin of variation to an extent the Customer may reasonably be expected to accept, unless the specifications are expressly defined as binding.

10.4 Statements made by the Contractor concerning the characteristics of the products shall only constitute a guarantee for their characteristics or durability where the Contractor has expressly referred to them as such. If such a guarantee exists, the rights of the Customer arise solely from the statement of guarantee. The statement of guarantee must be in writing.

10.5 Upon the Customer’s purchase of products, the scope of the Contractor’s services includes neither the initial planning of the products nor consultation regarding their fitness for purpose for the Customer, unless expressly agreed otherwise in writing.

11  Delivery; Transfer of Risk

11.1 The delivery shall be effected ex works. This also applies in cases of deliveries free of shipping charges. When deliveries are effected ex works, the Contractor does not assume responsibility for the shipping method.

11.2 In case of shipment to foreign countries, the Contractor shall, upon request, provide specifications for material and weight, from which it may deviate within the customary margin of variation unless it has confirmed certain features as binding in writing. The Contractor does not guarantee compliance with foreign packaging or customs regulations.

11.3 Shipment shall be effected at the risk of the Customer. The risk of accidental destruction and accidental deterioration shall pass to the forwarder with the delivery, to the Customer at the latest when leaving the plant. If the shipment is delayed for reasons the Contractor is not responsible for, the risk shall pass upon notification of readiness to deliver.

11.4 The selection of the adequate transportation means is incumbent on the Contractor. The Contractor will take out transport insurance only upon special agreement; in this case, the Customer shall bear the costs of this insurance.

11.5 Delivered products, even if they have minor defects, shall be accepted by the Customer without compromising his rights arising from Clause 12.

12  Inspection and Notification of Defects

12.1 The Contractor must be notified of noticeable defects immediately, and at the latest within 10 business days after the products have been delivered. The complaint must detail the defects in writing or in text form (§ 126b BGB). The Contractor must receive notice of hidden defects in writing or in text form immediately after they have been discovered. Notice of such defect must also be sent to the Contractor via email or in any other text form on the day the notification is sent by post. The Customer’s duty to inspect the delivered products and to give notice of defects also applies to products packaged for forwarding. The Customer may not make a claim for defects for which it has given late notice.

12.2 A defect does not exist where the Customer has selected the products to be delivered himself and where it is later discovered that the products do not meet the Customer’s requirements.

12.3 If notifications of defects are justified and made in a timely manner, the Customer’s claims shall, initially, be limited to subsequent performance (“Nacherfüllung”). This shall not apply if such subsequent performance is unreasonable for the Customer. In case of subsequent performance, the Contractor may either remedy the defects or redeliver the products. If the subsequent performance fails twice, or if the Contractor refuses to subsequently perform, the Customer shall be entitled to its other statutory rights in case of defects; provided, however, that such rights shall be subject to these Conditions.

12.4 The Customer has no right of rescission if the product only has minor defects.

12.5 If the Customer has a claim for damages arising from defects, the exclusions and limitations of liability set forth in Clause 6 shall govern.

12.6 If only certain out of several delivered products are defective, the Customer’s potential legal right of rescission shall be limited to such defective products. This also applies if the products have been sold as a unit, unless the defective products cannot be separated from the other products without damaging them or the Customer proves that this would be unreasonable.

13  Withdrawal / Cancellation

13.1 Within justified complaints, all those products have to be remedied, newly delivered or newly rendered free of charge at the discretion of the Contractor that display a quality defect, provided that its cause already existed at the time the risk was passed. If the delivery or performance is subsequently rendered impossible for reasons the Contractor is responsible for, the Customer shall be entitled to withdraw from the contract; in the event of partial impossibility, with respect to the part of the contractual performance whose fulfilment has become impossible.

13.2 In such cases, the Customer shall only be entitled to compensation in damages under the conditions stipulated in Clause 6.

13.3 If the expiry of usage rights is connected with the withdrawal from the contract or the cancellation, the Customer shall immediately return to the Contractor the original as well as all copies, partial copies or modified copies of software programs, specifications and other copyrighted documents of the Contractor, or destroy them upon prior agreement with the Contractor.

13.4 The Customer’s rights to rescind the contract because of a breach of a duty not resulting from a defect in the products and for which the Contractor is not liable are excluded. If the delivery or performance becomes impossible for reasons the Customer is responsible for, if the Customer cancels the contract without the right or reason to cancel or if the Customer withdraws from the contract, he shall reimburse the Contractor for any incurred expenses, costs and any other direct and indirect damages.

14  Retention of Title

14.1 Until all claims have been fulfilled (including all balance claims out of the current account) which are due to the Contractor because of any current or future legal right against the Customer, the products remain the property of the Contractor.

14.2 In case of behaviour of the Customer contrary to the agreement – in particular default in payment – or if the Contractor’s payment claims are endangered because of the Customer’s poor financial capacity, the Contractor shall be entitled to withdraw from the agreement and to demand the return of the reserved goods.

14.3 If reserved goods are installed on board a vessel or otherwise combined with other property, the retention of title shall continue to the extent legally possible. In the event of a legitimate repossession, the Customer shall, upon the Contractor’s request and at the Customer’s expense, support the removal of the products to the extent reasonable.

15  Test Products, Pre-Series Devices and Prototypes

15.1 No warranty claims (Mängelansprüche) shall exist for test products not yet released for serial use, pre-series devices and/or prototypes, to the extent that the Customer was informed of the test status of such products prior to delivery. The test status shall be deemed communicated if the product is designated as a test product, pre-series device or prototype in the delivery documents or in the commissioning protocol (Clause 22.2).

15.2 Liability for damages caused to the Customer by the use of such products is excluded. Clauses 6.1 to 6.4 remain unaffected.

15.3 In connection with such products, the Contractor shall perform its services with due care and in a professional manner in accordance with the state of the art.

15.4 This Clause 15 shall apply mutatis mutandis in favour of the Customer with respect to test systems, test environments or other items in development status provided by the Customer to the Contractor.

PART C – Module: Software And Software As A Service (Saas)

16  License for Embedded Software

16.1 As far as software of the Contractor is employed in products of the Contractor purchased permanently by the Customer, the Customer shall receive the non-exclusive right, unlimited in time, to use the software for the application of the product according to the agreement. The term “software” includes the computer software, the related media, printed material, application documentation, electronic and online operating instructions and, unless expressly stated otherwise, the updates and upgrades that go with the original version.

16.2 The Contractor hereby grants a non-exclusive, non-transferable and non-assignable license to use the software incorporated into the products, solely for the Customer’s own internal computing requirements. The license does not grant the Customer any right, title or ownership in the licensed software or its documentation, and does not include the right to make copies of the software, to transfer the software or copies to third parties, or to extract, modify or incorporate any part of the software or source code, without prior written consent from the Contractor and payment of licensing fees. The Customer may not reverse engineer, decompile, or disassemble the software, except to the extent such acts are permitted by mandatory law (in particular §§ 69d, 69e of the German Copyright Act (UrhG)). Acceptance or use of the product ordered hereunder indicates acceptance of the terms and conditions of this license.

16.3 The Customer may run data protection according to codes of practice and create the necessary backups of the programs. The Customer may not alter or remove any copyright notes of the Contractor. The Customer shall not be entitled to use the software in any other way than herein described; renting, leasing and sublicensing are excluded.

16.4 With the end of a usage right limited in time, or upon effectiveness of a cancellation or rescission, all usage rights in the software shall expire, as shall any copies. The Customer shall delete all stored programs unless legally obligated to a longer retention period.

17  Software as a Service (SaaS)

17.1 Where the Contractor provides software as a service (“SaaS”) – i.e. access via the internet to software applications and platforms operated by the Contractor – the Customer receives the non-exclusive, non-transferable right, limited to the term of the respective contract, to access and use the SaaS services for its own internal business purposes. Clause 16 applies to SaaS services only insofar as expressly stated.

17.2 Term, renewal and notice periods are set out in the offer/order confirmation. In the absence of such provisions, the contract runs for an initial term of twelve (12) months and renews for successive periods of twelve (12) months unless terminated by either party with three (3) months’ notice to the end of the then-current term. The right to terminate for good cause remains unaffected.

17.3 Upon expiry or termination, the Customer’s access and usage rights end. Clause 27 governs the return and deletion of data.

18  Availability and Maintenance

18.1 The Contractor shall provide the SaaS services with an availability of ninety-nine (99) per cent as an annual average, measured at the handover point (exit router of the data centre used by the Contractor). Excluded from the calculation are scheduled maintenance windows announced in advance, as well as downtime caused by force majeure, by failures of transmission links or third-party systems outside the Contractor’s control, or by circumstances attributable to the Customer.

18.2 Availability figures and other service levels constitute agreed quality (Beschaffenheit); they do not constitute guarantees (Garantien) within the meaning of Clause 6.2.

18.3 The Contractor may temporarily restrict access where required for the security, integrity or capacity of the systems, taking the Customer’s legitimate interests into account and informing the Customer without undue delay.

19  Updates, Upgrades and Support

19.1 For SaaS services, the Contractor provides updates (error corrections, security patches and minor improvements) during the term at no additional charge. The Contractor may further develop the functionality of the SaaS services, provided the contractually agreed core functionality is not materially reduced.

19.2 For embedded software (Clause 16), updates and upgrades are owed only on the basis of a separate agreement or against payment of the applicable fee.

19.3 Support services (support hours, channels, response times) are set out in the offer/order confirmation or in a separate service description.

PART D – Module: Professional Services And On-Board Installation

20  Scope; Design and Planning Services

20.1 Professional services include, in particular, installation, commissioning, configuration, maintenance, training and engineering as well as design and planning services.

20.2 If the Customer has commissioned the Contractor with the design, development and planning of specific products, the Customer shall provide a specifications sheet containing all the specifications which the products shall have, including the planned purpose of use and the quantity the Customer plans to purchase. The specifications sheet must be signed by the contracting parties with legally binding effect and dated; this also applies to any changes. The Contractor is willing, upon request, to assist the Customer with its preparation; the Customer remains solely responsible for its completeness and correctness.

20.3 The parties shall, by mutual consent, prepare a schedule for the rendering of the Contractor’s services and the Customer’s cooperation. A condition of due rendering of the services is that all required documents (for example, specifications sheet and drawings) are provided by the Customer in good time and in full.

20.4 If the Customer subsequently wishes to change the specifications sheet, the Contractor will examine whether and under which conditions such changes are practicable; during this examination, the Contractor’s obligations to render services and to make deliveries are suspended. If the request requires a comprehensive review, the Contractor is entitled to charge for the work involved. After completion of the review, the Contractor will inform the Customer without delay whether it accepts or rejects the request. Changes shall only become part of the contract if a specific agreement is concluded, including provisions on the adjustment of remuneration, unit prices and the original periods for delivery and services. Any such agreement must be in writing.

20.5 The Contractor will provide the Customer with the results of its planning in the agreed format; absent an agreement, the Contractor shall stipulate the format. Design and planning services are completely and duly performed when the products designed are in accordance with the specifications set forth in the specifications sheet.

21  Performance On Board

21.1 Where services are performed on board a vessel, the Customer shall ensure at the agreed dates: safe access to the vessel and the relevant installation locations; the required permits and approvals of owner, operator, flag state or port authorities, as applicable; the availability of the vessel; and, where needed, reasonable support by the crew as well as the provision of relevant vessel drawings and system information.

21.2 The Contractor’s personnel shall comply with the applicable safety instructions on board. The Customer shall inform the Contractor of vessel-specific health, safety and environmental requirements in good time before commencement of the works.

21.3 Waiting times, additional trips and additional expenses caused by circumstances within the Customer’s sphere (for example, vessel not available, access denied, changed port calls) shall be remunerated according to the Contractor’s then-current rates; agreed periods shall be extended accordingly.

21.4 Travel time and travel costs shall be charged as agreed, otherwise according to actual expenses.

22  Acceptance; Commissioning Protocol

22.1 Services requiring acceptance (Abnahme) shall be accepted upon completion. Minor defects that do not materially impair functionality do not entitle the Customer to refuse acceptance; they shall be remedied within a reasonable period.

22.2 Completion of installation and commissioning shall be recorded in a commissioning protocol. The commissioning protocol shall also document the handover of the product documentation (Clause 6.8) and, where applicable, the designation of test products, pre-series devices or prototypes (Clause 15.1).

22.3 Acceptance shall be deemed to have occurred if the Customer does not declare acceptance, or refuse it stating at least one material defect, within ten (10) business days after notification of completion, or if the Customer puts the services or systems into productive use.

PART E – Module: Data Services

23  Scope of Data Services

23.1 Data services comprise the collection, transmission, storage, processing and provision of vessel, operating and performance data via the Contractor’s systems and platforms, as specified in the offer/order confirmation or in a service description.

24  Data Storage and Backup

24.1 The storage and backup of data under this Part E shall be governed exclusively by this Clause 24 and the applicable service description; these provisions define conclusively (abschließend) the scope of the Contractor’s data storage obligations.

24.2 The Contractor shall store the data collected under the contract for the duration of the contract plus a minimum of six (6) months and shall perform secure data backups in accordance with the state of the art, including storage in three (3) different locations, unless otherwise set out in the service description.

24.3 In the event of a loss of data for which the Contractor is responsible, the Contractor shall restore the data from the most recent backup at its own expense. Liability for data lost between the most recent backup performed in accordance with this Clause 24 and the loss event shall, in cases of simple negligence (einfache Fahrlässigkeit), be limited to the foreseeable damage typical for this type of contract; Clause 6 remains unaffected.

25  Rights to Use Data

25.1 The Contractor may process data collected under the contract (i) to the extent required for the performance of its contractual obligations, including operation, support, maintenance and security of the systems, and (ii) in aggregated and anonymised form that does not permit identification of the Customer or its vessels, for statistical purposes, benchmarking and the improvement and development of the Contractor’s products and services.

25.2 In all other respects, the confidentiality obligations under Clause 8 remain unaffected.

26  Data Transmission; Third-Party Systems

26.1 The Contractor shall not be responsible for gaps or errors in the data resulting from failures in data transmission from on-board systems, third-party systems or communication links outside the Contractor’s control. The Contractor shall notify the Customer of transmission gaps detected by its systems without undue delay.

27  Data Return and Deletion; Data Processing

27.1 Insofar as the Contractor processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR. Clause 8.8 remains unaffected.