Kladero Platform Terms of Service

These Terms of Service apply to the use of the software-as-a-service platform operated by Kladero GmbH, Rüttenscheider Straße 120, 45131 Essen, Germany (hereinafter referred to as “Kladero”), with that platform (hereinafter referred to as “Kladero Platform”), as well as to the software products, functions, applications and other digital services offered and provided through the Kladero Platform (hereinafter each referred to as “Digital Product”).

Kladero's offerings are directed exclusively to entrepreneurs within the meaning of section 14 BGB, legal persons under public law and special funds under public law. Contracts with consumers are not concluded. The natural person, legal entity or partnership with legal capacity that enters into an Agreement with Kladero is hereinafter referred to as “Customer”.

The use of the Kladero Platform by minors is prohibited. Users must be at least 18 years of age.

Any deviating terms and conditions of the Customer apply only if Kladero has expressly consented to their application in text form.

The subject matter of the agreement existing between Kladero and the Customer (hereinafter referred to as “Agreement”) is the provision and use of the Kladero Platform and the Digital Products and services made available through it, in accordance with these Terms of Service.

Digital Products may be offered at different service levels, for example as “Free”, “Pro”, “Enterprise” or at an individually agreed service level (hereinafter each referred to as a “Plan”).

Use of the Kladero Platform generally requires registration and the creation of a personal user account (hereinafter referred to as an “Account”).

Natural persons who use the Kladero Platform through an Account are hereinafter referred to as “Users”. The total set of Digital Products, functions, capacities and other services available to a User within the Kladero Platform is hereinafter referred to as the “Scope of Services”.

A User's Scope of Services may in particular be expanded, reduced or otherwise changed as a result of the following circumstances:

1. 1) an Order by the Customer;
2. 2) an activation based on an Order or agreement of a Customer;
3. 3) an individual agreement between Kladero and a Customer;
4. 4) services provided by Kladero free of charge; or
5. 5) any other activation by Kladero.

Where provided for by the relevant Plan or an individual agreement, services may be provided to multiple Users. The Scope of Services of individual Users may be limited to specific parts of the services available in each case.

A User may use, through the same Account, services based on different Orders, activations or agreements. The amendment or termination of any one of these bases does not affect the Scope of Services based on other bases.

Kladero may make free Digital Products, Plans, functions or other services available to Users in connection with registration or at a later time. The nature and scope of such free services may vary depending on the User, Customer, Digital Product or other activation.

Depending on the Digital Product and Plan, the Scope of Services may differ in particular with regard to available functions, usage limits, number of Users, storage capacities, data sets, workspaces, Interfaces, integrations, support services, Availability or other service features.

The nature and scope of Paid Services or individually agreed services are governed by the following, in descending order of precedence:

1. 1) an individual agreement concluded between Kladero and the Customer or an offer from Kladero accepted by the Customer;
2. 2) an Order Form or a product-specific agreement;
3. 3) the Service Description applicable to the relevant Digital Product and selected Plan at the time of the Order;
4. 4) these Terms of Service.

Kladero is not required to provide functions or service features of a particular Plan in any other Plan.

Upon successful completion of registration and activation of the Account by Kladero, use of the Account becomes part of the Agreement between Kladero and the Customer on whose behalf the User acts. If no Agreement yet exists between Kladero and that Customer, the Agreement is formed upon activation of the Account. If activation is automated, it constitutes acceptance of the registration by Kladero.

If the User acts in the User's own name, registration is permitted only if the User uses Kladero's services in the course of the User's commercial or self-employed professional activity and is an entrepreneur within the meaning of section 14 BGB. In this case, the User is also the Customer.

If the User acts for a company or other organization, the User confirms by registering that the User is authorized to use the Kladero Platform on behalf of that Customer.

If a User places an Order on behalf of the Customer or makes any other legally binding declaration to Kladero, the User must be authorized to do so by the Customer.

Kladero is entitled to request appropriate evidence of the Customer's status as an entrepreneur or of the acting User's authority.

An Agreement may also be formed, irrespective of prior registration, through acceptance of an individual offer, execution of an Order Form or another agreement between Kladero and the Customer. Where use of the agreed services requires personal Accounts, the relevant Users subsequently register in accordance with this Clause 3.

The Customer may use Paid Digital Products or Plans. The effective agreement concerning such Paid Services is hereinafter referred to as an “Order”.

An Order extends the existing Agreement by the Paid Services agreed in each case. It does not create a separate agreement unless expressly agreed otherwise.

The display of Paid Digital Products, Plans, prices and service features on the Kladero Platform generally serves to provide information about the available services and does not yet constitute a binding offer by Kladero to extend the Agreement, unless expressly stated otherwise.

If the Customer wishes to order a Paid Service displayed on the Kladero Platform, the Customer may submit a binding request to extend the Agreement by the selected service (hereinafter referred to as an “Order Request”).

An Order is concluded when Kladero accepts the Order Request. Acceptance may in particular be effected by an express Order confirmation or by activation of the ordered Paid Service.

An automated confirmation of receipt of an Order Request merely confirms receipt and does not constitute acceptance unless Kladero expressly declares acceptance in that confirmation.

Alternatively, Kladero may submit to the Customer an individual binding offer to extend the Agreement by specified Paid Services. In this case, the Order is concluded when the Customer accepts that offer within the applicable period.

Paid Services may also be agreed by another individual agreement between Kladero and the Customer. When that agreement becomes effective, the corresponding Order is deemed concluded.

An Order Request or acceptance of an individual offer may be made by a User on behalf of the Customer, provided that the User is authorized to do so.

The nature and scope of the services provided under an Order are determined by the ordered Digital Product, the selected Plan and the agreements governing the Order. Subject to the applicable Scope of Services, an Order may expand the services available to one or more Users.

No Fees are charged for setting up and maintaining an Account or for services expressly offered by Kladero free of charge or under a Free Plan.

The Customer for whom an Order is placed is responsible for payment of a Paid Order. This applies regardless of which authorized User submitted the Order Request or accepted an individual offer from Kladero and regardless of which Users are subsequently provided with the ordered services.

The prices and Billing Terms applicable to an Order are determined by the relevant ordering process, an individual offer, the applicable Service Description or another agreement between Kladero and the Customer. For an Order Request submitted through the Kladero Platform, the prices and Billing Terms displayed to the Customer before submission of the Order Request are decisive.

Depending on the Digital Product or Plan, the Fees may in particular be based on the number of Users, the agreed Scope of Services, the consumption of specific resources or other Plan-related calculation metrics.

Unless expressly stated otherwise, all prices are net prices plus the applicable statutory value-added tax.

Billing is carried out in accordance with the Billing Terms agreed for the relevant Order. Kladero may provide or transmit invoices electronically.

Invoices are due for payment without deduction within the payment period stated on the relevant invoice. If no payment period is stated, the payment period is 14 calendar days from receipt of the invoice.

Kladero may change prices for future Orders at any time. Changes to the prices of existing Orders apply only if agreed with the Customer or if an effectively agreed price-adjustment mechanism applies to the relevant Order.

Kladero is entitled, following reasonable prior notice, temporarily to restrict or suspend access to services based on a Paid Order if the Customer is in default with due and more than immaterial payment obligations arising from the relevant Order.

Any further statutory rights of Kladero arising from payment default remain unaffected.

The Agreement is entered into for an indefinite term unless expressly agreed otherwise.

Individual Paid Orders may be subject to different Minimum Terms, Renewal Periods and Notice Periods. These are determined by the relevant ordering process, an individual offer, the applicable Service Description or another agreement between Kladero and the Customer.

Unless a different Term or termination arrangement has been agreed for a Paid Order, the Order continues for an indefinite term and may be terminated by either party on 30 calendar days' notice to the end of a month.

The Customer may terminate individual Orders independently of the remainder of the Agreement. Upon termination of an Order, the part of the Scope of Services based exclusively on that Order ceases to apply. Services based on other Orders, Free Plans or other activations remain unaffected.

The expansion, restriction or termination of the Scope of Services of an individual User, and the suspension or closure of an individual Account, do not in themselves constitute termination of the Agreement or an Order.

The Customer may terminate the Agreement in its entirety. Termination of the entire Agreement also covers all existing Orders of the Customer. Where different Minimum Terms or Notice Periods apply to individual Orders, those Orders terminate at the earliest contractually permissible time in each case. The Agreement as a whole ends upon termination of the last remaining Order.

Kladero may terminate the Agreement in its entirety. For existing Paid Orders, the agreed Minimum Terms and Notice Periods apply; where no different arrangements apply to an Order, Clause 6.3 applies. If there are no Paid Orders, Kladero may terminate the Agreement on 30 calendar days' notice.

An Order is automatically renewed only if this has been expressly agreed.

Each party's right to termination for cause remains unaffected. Cause exists where, taking into account all circumstances of the individual case and the interests of both parties, the terminating party cannot reasonably be expected to continue the Agreement or the relevant Order until its regular termination.

Where the cause is based on a breach of a contractual obligation, termination for cause is generally permitted only after a reasonable period for remediation has expired without success or a warning has remained unsuccessful, unless setting such a period or issuing such a warning is dispensable under applicable statutory provisions.

Notices of termination may be given in text form unless a different form has been validly agreed. Kladero may provide additional termination options within the Kladero Platform.

Upon termination of an Order, the Scope of Services based exclusively on that Order ceases to apply. Scopes of Services based on other Orders, free services, activations or other agreements remain unaffected.

Termination of an Order does not in itself result in closure of an Account. An Account may continue to be used where another Scope of Services or another basis for use of the Kladero Platform exists for the relevant User.

Upon termination of the Agreement, the Scope of Services of the Customer and the Users covered by that Agreement ends to the extent based on that Agreement. Where a User is independently entitled to use services through the same Account on the basis of another agreement, another Order or another activation, the Account remains in place to that extent.

If, following termination of the Agreement or the relevant basis for services, an Account is no longer authorized for any use of the Kladero Platform, Kladero is entitled to close the Account.

The Customer is responsible for exporting or otherwise backing up any Customer Content and Usage Results it requires in good time before termination of the relevant Scope of Services or Agreement, to the extent corresponding export or retrieval options are available to the Customer.

Unless different statutory or contractual provisions apply, after termination of the Agreement or the relevant Scope of Services Kladero may restrict access to the affected Customer Content and Usage Results and delete them after 30 calendar days.

Statutory retention obligations and different provisions of a Data Processing Agreement remain unaffected. Where data must continue to be stored due to statutory obligations, it may not be further processed for other purposes unless a separate legal basis exists for such processing.

Where the provisions of Clause 19 apply to switching or data portability, those provisions take precedence over the provisions of this Clause with respect to the transitional period, data retrieval, transfer and deletion.

Each Account is assigned to one individual natural person and may be used exclusively by that person. Sharing an Account among multiple persons and transferring an Account to another person are not permitted.

Users are required to keep the information stored for their Account accurate and complete and to update material changes without undue delay.

Access Credentials must be treated as confidential and appropriately protected against access by unauthorized third parties. Access Credentials may not be disclosed to other persons.

Users must inform Kladero without undue delay if they become aware, or have reasonable grounds to believe, that their Access Credentials have been compromised, their Account is being used without authorization or any other unauthorized access to their Account has occurred. If the Customer becomes aware of any such circumstance, the same duty to inform applies to the Customer.

Kladero is entitled temporarily to restrict access to an Account or suspend the Account if there are specific indications of unauthorized use, compromise of Access Credentials or a threat to the security of the Kladero Platform.

To the extent possible in the circumstances and compatible with the purpose of the security measure, Kladero will inform the affected User or Customer of the suspension. The suspension will be lifted once the reason for it no longer exists.

Kladero continuously develops the Kladero Platform and the Digital Products. Kladero is entitled to change, further develop, replace, combine or discontinue their functions, technical design, user interfaces, workflows, Interfaces, integrations, technical infrastructure and other components. Changes may in particular be made due to technical, security-related, legal, regulatory, economic or organizational developments, to improve or further develop the services, to prevent misuse or to adapt to changed User requirements or market conditions.

Unless expressly agreed otherwise, there is no entitlement to the permanent retention of a particular technical implementation, user interface, workflow or individual functions, provided that the agreed material Scope of Services for the relevant service and the purpose of the Agreement are not thereby significantly impaired as a whole. Kladero may in particular replace functions with other functions or technical solutions where they serve a substantially comparable purpose.

Kladero may at any time change, expand, reduce, replace, temporarily suspend or discontinue Digital Products, Plans, functions and other services provided free of charge. There is no entitlement to their permanent provision or unchanged continuation.

If a change to a Paid Service results in a significant and permanent impairment of the agreed material Scope of Services or the purpose of the Agreement, Kladero will reasonably take the Customer's legitimate interests into account. Where reasonable, Kladero may in particular provide a functionally comparable alternative. If the Customer cannot reasonably be expected to continue the affected Order due to the change, the Customer may terminate the affected Order for cause.

Kladero may provide the Kladero Platform, individual Digital Products, Plans or functions wholly or partly as beta, preview, test, early-access or other pre-release versions (hereinafter each referred to as a “Beta Service”). The beta status will be identified in an appropriate manner.

Beta Services are at a development or testing stage. They may in particular be incomplete, contain errors, be temporarily unavailable and be changed with regard to their functions, technical design or data structures. Unless expressly agreed otherwise, there is no entitlement to the permanent retention of specific functions, any particular Availability or the transition of a Beta Service into a regular service.

Kladero may at any time change, expand, reduce, reset, temporarily suspend or discontinue Beta Services. This may in particular result in settings, configurations, test data or other data generated within the Beta Service being changed or lost. Mandatory statutory rights and expressly agreed rights of the Customer remain unaffected.

Individual Beta Services may be subject to supplementary terms, Service Descriptions or technical restrictions, provided that these are communicated to the Customer before or when the relevant Beta Service is used.

Unless a specific Availability has been expressly agreed, Kladero does not owe any specified minimum percentage Availability.

Temporary limitations on Availability may in particular occur due to Maintenance, security measures, technical disruptions, Force Majeure or disruptions to third-party services.

Kladero endeavors, to the extent economically and technically reasonable, to give advance notice of scheduled Maintenance that is expected to result in material limitations.

The Kladero Platform may provide Interfaces, integrations or other connections to third-party services (hereinafter referred to as “Third-Party Services”).

Use of a Third-Party Service may require a separate contractual relationship between the Customer and the relevant Third-Party Provider. In particular, the contractual terms, terms of use and privacy terms of the relevant Third-Party Provider may apply to such use.

Where use of an integration requires an account, license, authorization or other prerequisite with the relevant Third-Party Provider, the Customer is responsible for satisfying that prerequisite.

If the Customer activates or uses an integration, the data required for its operation may be exchanged between the Kladero Platform and the relevant Third-Party Service to the extent permitted under the Agreement and applicable data protection provisions.

Unless Kladero expressly owes a Third-Party Service as its own service, Kladero is not responsible for its Availability, functionality, security or changes.

Kladero may change, restrict or discontinue integrations with Third-Party Services for an objective reason, in particular if the relevant Third-Party Service is changed or discontinued or if technical, legal or economic reasons make this necessary. Expressly agreed material service features of Paid Orders remain unaffected.

All rights in the Kladero Platform and the Digital Products, including software, source code, user interfaces, designs, databases, documentation, trademarks and other content provided by Kladero, remain with Kladero or the respective rights holders. This does not apply to Customer Content and Usage Results subject to the provisions below.

For the duration of the respective provision, Kladero grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the services provided to it for its own business purposes. Where the applicable Scope of Services so provides, the services may also be used by the Customer's Users.

Any further Rights of Use are granted only if expressly agreed.

Data and content that the Customer or its Users upload, enter or otherwise provide for processing in the Kladero Platform are hereinafter referred to as “Customer Content”. Rights in Customer Content remain with the Customer or the respective rights holders.

Content, analyses, reports, exports or other results generated by the Customer or its Users using the Kladero Platform on the basis of their use or Customer Content are hereinafter referred to as “Usage Results”. To the extent independent rights arise in Usage Results, those rights belong to the Customer unless expressly agreed otherwise or third-party rights prevent this.

Kladero's rights in the Kladero Platform, the Digital Products and the software components, processes, templates, designs and other protected elements contained in or used for them remain unaffected by Clause 12.5. To the extent such elements are contained in Usage Results, the Customer receives the Rights of Use in those elements required for the use of the Usage Results in accordance with the Agreement.

The Customer grants Kladero the Rights of Use in Customer Content and Usage Results that are required to provide, operate and secure the Kladero Platform and the Digital Products in accordance with the Agreement.

The grant of rights under Clause 12.7 is limited to the purpose and period required for this, unless further processing or storage is required by statutory obligations or has otherwise been agreed.

The Kladero Platform and the Digital Products may be used exclusively for lawful business purposes and within the Scope of Services applicable to the relevant User.

Where the Customer itself can decide on the activation of services for Users or manage such activations, the Customer is responsible for their proper allocation, modification and withdrawal.

Within its area of responsibility, the Customer must ensure that Users to whom it provides services, or whose activation it initiates or manages, use the Kladero Platform and the Digital Products in accordance with these Terms of Service.

In particular, it is prohibited to:

1. 1) use the Kladero Platform or Digital Products for unlawful purposes;
2. 2) introduce malware, malicious code or other technical content that may impair the security, integrity or functionality of the Kladero Platform;
3. 3) circumvent technical protection measures, usage limits or other technical restrictions;
4. 4) use the Kladero Platform abusively or in a manner that materially impairs or excessively burdens its proper operation;
5. 5) access, or attempt to access, Accounts, data, workspaces or systems of other Customers or Users without authorization;
6. 6) resell, sublicense or offer Digital Products to third parties as the Customer's own service without corresponding authorization; or
7. 7) decompile, reverse engineer or otherwise attempt to determine the source code of Kladero software, except to the extent permitted by mandatory statutory provisions.

The Customer is responsible for ensuring that Customer Content provided or processed through the Kladero Platform by the Customer or within the Customer's area of responsibility may lawfully be used and processed and that the Customer has the necessary rights and authorizations for this purpose.

In the event of material or repeated breaches of this Clause, Kladero may take appropriate measures to end the breach or prevent resulting impairments. In particular, Kladero may temporarily restrict or suspend affected Accounts or access to affected services.

Kladero provides the agreed services in accordance with the Agreement and with the due care customary in business.

If a service provided by Kladero materially deviates from the agreed service features, Kladero will investigate the relevant Defect within a reasonable time and take appropriate measures to remedy it.

The Customer must notify Kladero without undue delay of any material Defects identified, providing as precise a description as possible, and must support Kladero in the investigation and Remediation to a reasonable extent.

Kladero is not required to remedy impairments where their cause lies outside the scope of services owed by Kladero. This applies in particular to impairments caused by the Customer's systems, devices, software or configurations, use not in accordance with the Agreement or Third-Party Services whose functionality Kladero does not expressly owe as its own service.

Whether there is a Defect in the services owed by Kladero is determined by the service features agreed in each case. The provisions of these Terms of Service concerning further development and Beta Services, Availability and Maintenance, and Third-Party Services and integrations remain unaffected.

To the extent provisions of German lease law apply to the provision of the services, Kladero's strict liability under section 536a(1), alternative 1, BGB for Defects existing at the time the Agreement was entered into is excluded.

Kladero has unlimited liability:

1. 1) in cases of intentional misconduct and gross negligence;
2. 2) for damage resulting from injury to life, body or health;
3. 3) under the provisions of the German Product Liability Act;
4. 4) in the event of fraudulent concealment of a Defect;
5. 5) to the extent of an expressly assumed guarantee; and
6. 6) in other cases of mandatory statutory liability.

In the event of an ordinarily negligent breach of a Material Contractual Obligation, Kladero is liable only for the type of damage typical for the Agreement and foreseeable when the Agreement was entered into. Material Contractual Obligations are obligations whose performance is essential to the proper implementation of the Agreement and on whose compliance the Customer may regularly rely.

Otherwise, Kladero's liability for damage caused by ordinary negligence is excluded.

Liability of Kladero requires that the breach of duty causing the damage be attributable to Kladero. In particular, Kladero is not liable for damage caused exclusively by circumstances outside the scope of services owed by Kladero, to the extent Kladero is not responsible for those circumstances.

The limitations of liability in this Clause apply irrespective of the legal basis of liability and correspondingly for the benefit of Kladero's corporate bodies, legal representatives, employees and vicarious agents.

The Customer shall indemnify Kladero against justified third-party claims asserted against Kladero due to an infringement of third-party rights through Customer Content for which the Customer is responsible or due to unlawful use of the Kladero Platform or Digital Products for which the Customer is responsible. The indemnity also covers reasonable and necessary legal defense costs.

Kladero will inform the Customer without undue delay of any claim asserted under Clause 15.6 and, to the extent legally and practically possible, give the Customer a reasonable opportunity to participate in defending against the claim.

Neither party is responsible for non-performance or delayed performance of contractual obligations to the extent and for as long as such non-performance or delay is caused by an event outside its reasonable control whose effects cannot be prevented or overcome even with the exercise of reasonable care (hereinafter referred to as “Force Majeure”).

Force Majeure may in particular include natural disasters, war, terrorism, governmental measures, labor disputes and widespread outages of telecommunications, internet or energy infrastructure, provided that the requirements of Clause 16.1 are met.

The party affected by Force Majeure will inform the other party of material effects on performance of the Agreement, to the extent possible and reasonable, and take appropriate measures to limit the effects of the event.

The affected performance obligations are suspended for the duration and to the extent of the impairment caused by Force Majeure. Payment obligations already accrued for services properly provided beforehand remain unaffected.

If a material impairment caused by Force Majeure continues for more than 30 consecutive calendar days and a party can no longer reasonably be expected to continue an affected Order, that party may terminate the affected Order for cause.

Kladero and the Customer comply with the data protection provisions applicable in each case.

Where Kladero processes Personal Data for its own purposes and under its own responsibility under data protection law, in particular in connection with registration, Account administration, performance of the Agreement and communication, the processing is governed by the applicable Privacy Policy for Kladero Platform (available at: https://kladero.com/en/legal/privacy/kladero-platform/privacy-policy).

Where Kladero processes Personal Data on behalf of the Customer, in particular where such data forms part of Customer Content or is processed on behalf of the Customer in connection with use of the Digital Products, the processing is carried out on the basis of a Data Processing Agreement in accordance with Article 28 GDPR.

Within the scope of its responsibility under data protection law, the Customer is responsible for ensuring that the processing of Personal Data through the Kladero Platform is lawful and that the necessary legal bases, information and authorizations are in place.

Where a Data Processing Agreement applies, in the event of a conflict its provisions concerning the processing of Personal Data governed by it prevail over these Terms of Service.

Kladero and the Customer shall treat as confidential all information made available to them in connection with the Agreement that is identified as confidential or is reasonably to be regarded as confidential by its nature or the circumstances of its disclosure (hereinafter referred to as “Confidential Information”) and shall use it exclusively for purposes of performing the Agreement.

Confidential Information includes in particular business and trade secrets, non-public technical or commercial information and Customer Content, unless such Customer Content is clearly intended for publication.

The obligations under this Clause do not apply to information that can be demonstrated to:

1. 1) have already been lawfully known to Kladero or the Customer without being subject to a confidentiality obligation;
2. 2) be or become publicly known without breach of a confidentiality obligation;
3. 3) have been lawfully obtained by Kladero or the Customer from a third party without a confidentiality obligation; or
4. 4) have been developed by Kladero or the Customer independently of the other party's Confidential Information.

Kladero and the Customer may make Confidential Information available only to employees, Users, advisers, service providers or other persons who require it for performance of the Agreement and who are themselves subject to appropriate confidentiality obligations.

Where Kladero or the Customer is required by statutory provisions, an administrative order or a court decision to disclose Confidential Information, disclosure is permitted to the extent required. The other party must be informed in advance to the extent legally permitted and practically possible.

The confidentiality obligations continue for the duration of the Agreement and for five years after its termination. For Trade Secrets, they continue beyond that period for as long as the relevant information is protected as a Trade Secret.

Where a separate Confidentiality Agreement exists between Kladero and the Customer, in the event of a conflict that agreement prevails over the provisions of this Clause with respect to its subject matter.

Where the Kladero Platform or a technically and contractually separable part of the services provided through it constitutes a data processing service within the meaning of Regulation (EU) 2023/2854 (hereinafter referred to as the “Data Act”) and is subject to the provisions of Chapter VI of the Data Act, the provisions of this Clause apply additionally to switching. The data processing service covered by the relevant switching process is hereinafter referred to as the “Affected Data Processing Service”.

The Affected Data Processing Service may comprise the Kladero Platform as a whole or a technically and contractually separable part of the services provided through it. In accordance with the Data Act, the Customer may:

1. 1) switch to a data processing service of another provider;
2. 2) transfer its exportable data and digital assets to its own ICT infrastructure; or
3. 3) terminate use of the Affected Data Processing Service and have its exportable data and digital assets deleted.

When switching to another provider, the Customer provides Kladero with the information about the receiving provider required to carry out the switching process.

The maximum notice period for initiating the switching process is two months, unless a shorter period has been agreed for the Affected Data Processing Service. After expiry of the applicable notice period, the transitional period is generally no longer than 30 calendar days. During the transitional period, the contractual provisions concerning the Affected Data Processing Service remain applicable.

If it is technically impossible to complete the switching process within the 30-calendar-day transitional period, Kladero will inform the Customer of the reasons within 14 working days after receipt of the switching request and communicate an alternative transitional period not exceeding seven months. The Customer may extend the transitional period once by a period it considers appropriate for its own purposes.

Kladero supports the Customer and third parties authorized by the Customer in the switching process to the extent required by law, acts with due care to maintain continuity of service, provides information on risks known to Kladero to uninterrupted service provision and ensures an appropriate level of security during the transfer and the data retrieval period.

As part of the switching process, the following categories of data and digital assets may be transferred to the extent their transfer is permitted under the Data Act and other applicable law:

1. 1) User Account and profile data of the Customer and Users, to the extent assigned to the Customer and to the extent their transfer is legally permitted and necessary for the switching process;
2. 2) organizational structures, configurations, Customer Content and Usage Results created within the Affected Data Processing Service, to the extent they are assigned to the Customer or may be further used by the Customer;
3. 3) metadata generated directly or indirectly through use of the Affected Data Processing Service and required for the assignment, interpretation or further use of the transferred data; and
4. 4) other digital assets for which the Customer, independently of its contractual relationship with Kladero, holds the Rights of Use required for their transfer.

The following categories are not transferred as part of the switching process to the extent the relevant exclusion is permitted under the Data Act or other mandatory law:

1. 1) source code, internal software components, algorithms and internal system logic;
2. 2) models, model parameters, model weights, internal system instructions and internal technical configurations;
3. 3) internal security information and data for detecting and preventing misuse, attacks, manipulation and fraud;
4. 4) internal operational, diagnostic, monitoring, analytics and performance data;
5. 5) internal administrative information and internal system identifiers that are not required for the assignment, interpretation or further use of the exportable data;
6. 6) data and information of other Kladero Customers and aggregated or anonymized analyses that cannot be attributed to the switching Customer;
7. 7) data, Accounts and configurations relating to beta, pre-release, preview or test versions, unless they constitute exportable data or digital assets of the Customer under the Data Act;
8. 8) data and content relating to third-party products and services, to the extent Kladero is neither entitled nor required to transfer them;
9. 9) Personal Data, to the extent its transfer cannot lawfully be initiated by the Customer or lawfully carried out by Kladero;
10. 10) data and digital assets of Kladero or third parties that are protected by Intellectual Property rights or constitute Trade Secrets, to the extent their transfer is not required under the Data Act;
11. 11) information whose transfer would jeopardize the integrity or security of the Kladero Platform or the Digital Products or disclose security vulnerabilities, to the extent its exclusion is permitted under the Data Act; and
12. 12) other data and information that neither belong to the categories specified in Clause 19.6 nor are exportable under applicable statutory provisions.

Upon successful completion of the switching process, the contractual provision of the Affected Data Processing Service is deemed terminated and Kladero informs the Customer accordingly. If the Affected Data Processing Service is a technically and contractually separable component of an Order or the Agreement, only the part attributable to that data processing service terminates; the remainder of the Agreement, other Orders and other independent services remain unaffected. If the switching process covers the Kladero Platform as a whole, successful completion of the switching process terminates the Agreement in its entirety and, with it, all Orders existing on its basis.

If the Customer chooses, pursuant to Clause 19.2 item 3, termination without switching, the corresponding termination takes effect upon expiry of the applicable notice period.

Regular Fees for the Affected Data Processing Service remain due until its termination. The switching process does not in itself create any entitlement to reimbursement of Fees already paid. In particular, no reimbursement is made to the extent the relevant Fees remain due on the basis of an effectively agreed Minimum Term or a permissible arrangement concerning early termination. Mandatory statutory claims of the Customer remain unaffected.

Kladero does not impose switching charges for measures required under the Data Act to carry out the switching process. This includes in particular the legally required assistance with switching and the transfer of exportable data and digital assets. Additional services commissioned by the Customer that go beyond the measures required under the Data Act may be charged separately, provided this is agreed in advance.

After expiry of the transitional period, Kladero enables the Customer, for at least a further 30 calendar days, to retrieve the data to be made available for retrieval under the Data Act. After expiry of this data retrieval period, Kladero completely deletes the exportable data and digital assets required to be deleted under the Data Act, provided the switching process has been successfully completed and no mandatory statutory obligations or effectively agreed longer retention periods prevent deletion.

Kladero provides the information required under Article 26 Data Act concerning the available switching and transfer procedures, methods, formats and technical restrictions, as well as the continuously updated register of the relevant data structures, data formats, standards and interoperability specifications, at https://kladero.com/en/legal/compliance/data-act/provider-switching-and-online-register.

Kladero provides the information required under Article 28 Data Act concerning the jurisdiction to which the ICT infrastructure used is subject and Kladero's technical, organizational and contractual measures to protect non-personal data against unlawful international governmental access at https://kladero.com/en/legal/compliance/data-act/international-data-access and keeps this information up to date.

Where the Kladero Platform or a service provided through it is made available exclusively as a non-production version for testing and evaluation purposes and for a limited period, the obligations of Chapter VI of the Data Act may, in accordance with Article 31 Data Act, be inapplicable. In this case, before the Agreement is entered into Kladero informs the Customer which of those obligations do not apply.

Kladero may amend these Terms of Service at any time without separate notice where the amendments consist exclusively of editorial changes, corrections of obvious errors, changes to references, contact details or internet addresses, or comparable adjustments, and do not alter the substance of the provisions or the Customer's existing rights and obligations.

Kladero is entitled to amend or supplement these Terms of Service with effect for existing contractual relationships where there is an objective reason for doing so and the amendment is reasonable for the Customer, taking into account the interests of both parties. An objective reason may in particular arise from legal, regulatory, technical, security-related, economic or organizational developments; changes to or further development of the Kladero Platform or the Digital Products; changes to Third-Party Services, Interfaces, integrations or other dependencies; or the elimination of regulatory gaps, ambiguities or invalid provisions.

Kladero will inform the Customer of amendments under Clause 20.2 before their intended Effective Date in text form or through the Kladero Platform and will indicate the Effective Date and the right of termination under Clause 20.4.

If the Customer does not agree to an amendment, the Customer may terminate for cause the Agreement or Order affected by the amendment, with effect as of the intended Effective Date, up to that Effective Date. If the Customer does not exercise this right of termination, the amended Terms of Service apply to the existing contractual relationship from the date specified in the notice. Kladero will inform the Customer of this legal consequence in the amendment notice.

For newly agreed services or Orders, the Terms of Service or supplementary terms applicable at the time they are agreed may govern, provided the Customer is informed of this before agreeing to them.

Kladero is entitled to transfer the Agreement, including existing Orders, in whole or in part to an affiliate of Kladero, a legal successor or an acquirer of the relevant business unit. Kladero will inform the Customer of any such transfer.

The Customer may transfer the Agreement or individual rights and obligations under it to a third party only with Kladero's prior consent, unless mandatory statutory provisions provide otherwise.

The transfer of individual claims of Kladero, in particular for billing, financing or debt-collection purposes, remains unaffected.

The Agreement and all Orders are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

If the Customer is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement is Kladero's registered office. Otherwise, the statutory places of jurisdiction apply.

Individual agreements between Kladero and the Customer take precedence over these Terms of Service to the extent they contain different provisions for the respective subject matter.

Legally relevant notices and declarations in connection with the Agreement may be made in text form unless a stricter form is required by law or expressly agreed in the Agreement. Kladero may in particular transmit notices to the stored email address or make them available within the Kladero Platform. The Customer is responsible for keeping up to date the contact details required for performance of the Agreement.

The language of the Agreement is English. Where Kladero additionally provides these Terms of Service or other contractual documents in German or another language, the respective translation is provided solely for ease of understanding. In the event of discrepancies or conflicts, the English version prevails.

The Customer may set off against claims of Kladero only with counterclaims that are undisputed or have been finally adjudicated. The Customer is entitled to exercise a right of retention only to the extent its counterclaim arises from the same contractual relationship. Mandatory statutory rights of the Customer remain unaffected.

If individual provisions of the Agreement or these Terms of Service are or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid or unenforceable provision.