Terms and Conditions

Table of Contents

A. General Terms and Conditions with Customer Information

1. Scope of Application
2. Provider’s Services
3. Service Modifications
4. Conclusion of Contract
5. Right of Withdrawal
6. Granting of Usage Rights by the Provider
7. Granting of Usage Rights by the Customer
8. Customer Obligations
9. Remuneration and Payment Terms
10. Contract Duration and Termination
11. Warranty for Defects
12. Liability
13. Indemnification
14. Confidentiality
15. Amendment of Terms
16. Applicable Law, Jurisdiction
17. Alternative Dispute Resolution

B. Annex: Provider Switch Regulations

1. Scope of Application
2. Definitions
3. Pre-contractual Information
4. Switching and Exit Plan
5. Initiating the Switching Process
6. Transition Period
7. Provider’s Obligations During the Switching Process
8. Customer’s Duties
9. Data Recovery and Deletion
10. Remuneration for the Switching Process and Exit Charges
11. Completion of the Switching Process
12. Contract Termination

A. General Terms and Conditions with Customer Information

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter “Terms”) of MichMatz GmbH (hereinafter “Provider”) apply to all contracts for the provision of services in the area of Software-as-a-Service (hereinafter “SaaS”) that a consumer or entrepreneur (hereinafter “Customer”) concludes with the Provider regarding the services described on the Provider’s website. The subject of the contract is the paid provision of software (hereinafter “Software”) in digital form via the Internet, limited in time to the contract term, as well as the provision of storage space on the Provider’s servers. The inclusion of the Customer’s own terms is hereby rejected unless otherwise agreed.

1.2 If the Software is also or exclusively provided via a mobile application (hereinafter “App”), the following provisions apply accordingly, unless expressly provided otherwise. In addition, the use of the App may be subject to different terms of the respective app store operator, which the Customer may be informed of during the ordering process of the respective app store. To the extent that the terms of the app store operator differ from these terms, the terms of the app store operator shall take precedence.

1.3 A consumer within the meaning of these Terms is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity.

1.4 An entrepreneur within the meaning of these Terms is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.5 Entrepreneurs within the meaning of these Terms also include public authorities or other institutions under public law when they act exclusively under private law at the time of concluding the contract.

2) Provider’s Services

2.1 The Provider shall make the Software available to the Customer in digital form via the Internet for the duration of the agreed contract term. To this end, the Provider enables the Customer to access the Software, which remains on the Provider’s server. The functional scope and technical specifications of the Software are described in more detail in the service description on the Provider’s website. The Provider is only obligated to provide the Software with the functionalities defined in the service description. In particular, the Provider is not obligated to establish and maintain the data connection between the Customer’s IT system and the Provider’s server.

2.2 The Software is updated by the Provider at irregular intervals. The Customer accordingly only receives a right of use to the Software in its current version. The Customer has no claim to bringing the Software to a particular state.

2.3 The Provider provides the Customer with limited storage space on its servers for the use of the Software. The scope of storage space is described in more detail in the service description on the Provider’s website.

2.4 The Provider provides the aforementioned services with an overall availability of 99%. Availability is calculated based on the time attributable to the respective calendar month in the contract period, less maintenance times. The Provider shall carry out maintenance work during low-usage periods whenever possible.

2.5 The Provider takes data security measures in accordance with the state of the art. However, the Provider has no obligation of custody or safekeeping. The Customer is responsible for adequate data backup.

2.6 The Provider provides the Customer with an operating manual in electronic form.

2.7 Unless otherwise stated in the service description on the Provider’s website, the Provider does not owe any support beyond the contractual obligation to maintain the Software.

3) Service Modifications

3.1 The Provider reserves the right to modify the offered services or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider furthermore reserves the right to modify the offered services or to offer different services,

• to the extent required by a change in the legal situation;
• to the extent necessary to comply with a court judgment or administrative decision directed against the Provider;
• to the extent the respective modification is necessary to close existing security vulnerabilities;
• if the modification is solely beneficial for the Customer; or
• if the modification is purely technical or procedural in nature without material effects for the Customer.

3.3 Modifications with merely insignificant influence on the Provider’s services do not constitute service modifications within the meaning of this section. This applies in particular to changes of a purely graphical nature and the mere rearrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider’s website do not constitute binding offers by the Provider, but serve for the Customer to submit a binding offer.

4.2 The Customer may submit the offer via the online order form provided on the Provider’s website. By entering their personal data and clicking the button that completes the order process, the Customer submits a legally binding contractual offer regarding the selected services.

4.3 The Provider may accept the Customer’s offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer is decisive, or
• by requesting the Customer to make payment after the Customer has placed their order.

If several of the aforementioned alternatives apply, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the expiry of the fifth day following the sending of the offer. If the Provider does not accept the Customer’s offer within the aforementioned period, this constitutes a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

4.4 When submitting an offer via the Provider’s online order form, the contract text is stored by the Provider after the conclusion of the contract and transmitted to the Customer in text form (e.g. email, fax, or letter) after the Customer has sent their order. The Provider does not make the contract text accessible beyond this. If the Customer has set up a user account on the Provider’s website before sending their order, the order data is archived on the Provider’s website and can be accessed free of charge by the Customer via their password-protected user account by entering the corresponding login data.

4.5 Before bindingly submitting the order via the Provider’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors may be the browser’s zoom function, which enlarges the display on the screen. The Customer can correct their entries during the electronic order process using the usual keyboard and mouse functions until clicking the button that completes the order process.

4.6 The German language is available for the conclusion of the contract.

4.7 Order processing generally takes place automatically via email. The Customer must ensure that the email address provided for order processing is correct, so that emails sent by the Provider can be received at this address.

5) Right of Withdrawal

Consumers are generally entitled to a right of withdrawal. More detailed information on the right of withdrawal can be found in the Provider’s cancellation policy.

6) Granting of Usage Rights by the Provider

The Provider holds all usage rights necessary for the provision of the Software. Unless otherwise stated in the service description on the Provider’s website, the Provider grants the Customer a non-exclusive, non-transferable right to use the Software, limited in time to the duration of the contract, for private and commercial purposes within the framework of these Terms. Any use of the Software beyond this is not permitted.

7) Granting of Usage Rights by the Customer

The Provider is entitled to use content and information that the Customer makes available to it for the service within the framework of its contractual obligations and whose processing is necessary for proper service provision. The Customer grants the Provider, free of charge, non-exclusively and limited to the duration of the contract, the necessary usage rights for this purpose, in particular the right to permanent storage, the right to reproduce, and the right to edit, and warrants that they are entitled to grant such usage rights.

8) Customer Obligations

8.1 The Customer shall ensure that the hardware and software used by them, including workstation computers, routers, data communication devices, etc., meet the minimum technical requirements for using the currently offered Software version.

8.2 The Customer is obligated to protect and store the access data provided to them in accordance with the state of the art against access by third parties. The Customer shall ensure that use occurs only to the contractually agreed extent. Unauthorized access by third parties must be reported to the Provider immediately.

8.3 The Customer may not store any data on the provided storage space whose use violates applicable law, official requirements or orders, rights of third parties, or agreements with third parties.

8.4 The content stored by the Customer on the storage space designated for them may be protected by data protection law. The Customer is responsible for checking whether their use of personal data meets data protection requirements.

8.5 The Customer is responsible for carrying out regular appropriate data backups.

8.6 The Customer is obligated to check their data and information for viruses or other harmful components before input and to use measures corresponding to the state of the art (e.g. virus protection programs) for this purpose.

8.7 The Customer shall ensure that programs, scripts, or similar installed by them do not endanger the operation of the Provider’s server or communications network or the security and integrity of other data stored on the Provider’s servers.

8.8 If programs, scripts, or similar installed by the Customer endanger or impair the operation of the Provider’s server or communications network or the security and integrity of other data stored on the Provider’s servers, the Provider may deactivate or uninstall such programs, scripts, etc. If the elimination of the endangerment or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider shall inform the Customer of this measure without delay.

8.9 The Software may generate content automatically through the use of Artificial Intelligence (AI) (e.g. texts, images, or audio files). Such AI-generated content constitutes a draft and is initially made available to the Customer in a preview. The Customer is obligated to independently review all AI-generated content for accuracy, appropriateness, and age-suitability before releasing it to third parties (in particular before sharing it with other users of the platform), and to modify or discard it as necessary. By releasing content for sharing, the Customer assumes responsibility for that content. The Provider is not liable for the accuracy, completeness, or age-appropriateness of AI-generated content that has been released and shared with third parties by the Customer.

9) Remuneration and Payment Terms

9.1 Unless otherwise stated in the Provider’s service description, the prices indicated are total prices that include the statutory value-added tax.

9.2 The payment options and payment modalities are communicated to the Customer on the Provider’s website.

9.3 When selecting a payment method offered via the payment service “Stripe,” payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter “Stripe”). The individual payment methods offered via Stripe are communicated to the Customer on the Provider’s website. Stripe may use other payment services to process payments, for which special payment terms may apply, which the Customer may be separately informed of. Further information about Stripe is available on the Internet at https://stripe.com/de.

10) Contract Duration and Termination

10.1 The contract is concluded for an indefinite period, but at least for the minimum term evident from the service description on the Provider’s website. The contract may be terminated at any time during the minimum term with effect from the end of the minimum term, and after the expiry of the minimum term at any time with a notice period of 14 days.

10.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists when the terminating party, considering all circumstances of the individual case and weighing the interests of both parties, cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

10.3 Terminations may be made in writing, in text form (e.g. by email), or in electronic form via the termination mechanism (termination button) provided by the Provider on its website.

10.4 Upon termination of the contract, the Customer loses access to their user account. Furthermore, upon termination of the contract, the Provider’s obligation to store data entered by the Customer also expires.

11) Warranty for Defects

11.1 If the Customer acts as a consumer, the provisions of the statutory warranty for defects shall apply.

11.2 If the Customer acts as an entrepreneur, the provisions of the statutory warranty for defects shall apply subject to the following restrictions.

11.2.1 The Customer shall notify the Provider immediately of any defects, malfunctions, or damage that occur.

11.2.2 Warranty for merely insignificant reductions in the suitability of the service is excluded.

11.2.3 Strict liability pursuant to Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time of contract conclusion is excluded.

11.2.4 Termination by the Customer due to non-granting of contractual use is only permissible if the Provider has been given adequate opportunity to remedy the defect and this has failed. A failure to remedy the defect is only assumed if it is impossible, if it is refused by the Provider or unreasonably delayed, if there are justified doubts regarding the prospects of success, or if the Customer finds it unreasonable for other reasons.

12) Liability

The Provider is liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tortious claims for damages and reimbursement of expenses, as follows:

12.1 The Provider is liable without limitation for any legal reason

• in cases of intent or gross negligence,
• in cases of intentional or negligent injury to life, body, or health,
• on the basis of a guarantee promise, unless otherwise regulated in this regard,
• on the basis of mandatory liability such as under the Product Liability Act.

12.2 If the Customer acts as a consumer resident in Germany or as an entrepreneur, the following limitations of liability apply:

If the Provider negligently breaches a material contractual obligation, its liability is limited to the foreseeable damage typical for the contract, unless it is liable without limitation pursuant to the preceding clause. Material contractual obligations are obligations that the contract imposes on the Provider according to its content for the achievement of the contractual purpose, whose fulfillment enables the proper performance of the contract in the first place, and on whose compliance the Customer may regularly rely. In all other respects, the Provider’s liability is excluded, unless it is liable without limitation pursuant to the preceding clause.

12.3 The foregoing liability provisions also apply with regard to the Provider’s liability for its vicarious agents and legal representatives.

13) Indemnification

The Customer shall indemnify the Provider against all claims that other customers or other third parties assert against the Provider due to the infringement of their rights by content posted by the Customer or due to their other use. The Customer also assumes the necessary costs of legal defense, including all court and attorney fees at the statutory rate. This does not apply if the Customer is not responsible for the legal violation. The Customer is obligated to provide the Provider immediately, truthfully, and completely with all information necessary for the examination of claims and a defense in the event of a claim by third parties.

14) Confidentiality

The Provider undertakes to maintain confidentiality regarding all confidential information of which it becomes aware in connection with this contract and its performance, and not to disclose it to third parties. Confidential information is information that is marked as confidential or whose confidentiality is apparent from the circumstances, regardless of whether it was communicated in written, electronic, physical, or oral form. The confidentiality obligation does not apply to the extent that the Provider is obligated to disclose the confidential information by law or by a final and binding administrative or court decision.

15) Amendment of Terms

15.1 The Provider reserves the right to amend these Terms at any time, provided that the Customer consents to the amendment.

15.2 The Provider furthermore reserves the right to amend these Terms without the Customer’s consent,

• to the extent required by a change in the legal situation;
• to the extent necessary to comply with a court judgment or administrative decision directed against the Provider;
• to the extent it introduces additional, entirely new services or service elements that require a service description in the Terms, unless the existing usage relationship is adversely changed thereby;
• if the amendment is solely beneficial for the Customer; or
• if the amendment is purely technical or procedural in nature, unless it has material effects for the Customer.

15.3 The Provider shall inform the Customer of material amendments to these Terms in a timely and appropriate manner. Material amendments are those that would significantly shift the contractual relationship to the Customer’s disadvantage or would be equivalent to the conclusion of an entirely new contract. These include, for example, provisions on the type and scope of the service or on the contract term and termination modalities.

15.4 The Customer’s right of termination remains unaffected.

16) Applicable Law, Jurisdiction

16.1 The law of the Federal Republic of Germany applies to all legal relationships of the parties. For consumers, this choice of law applies only to the extent that the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.

16.2 If the Customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider’s place of business. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Provider’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims from the contract can be attributed to the Customer’s professional or commercial activity. In the aforementioned cases, however, the Provider is entitled in any case to bring an action before the court at the Customer’s place of business.

17) Alternative Dispute Resolution

The Provider is neither obligated nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

B. Annex: Provider Switch Regulations

1) Scope of Application

The following provisions apply in the event that the Customer wishes to switch to another provider or to an ICT infrastructure on their own premises.

2) Definitions

2.1 “Data processing service” within the meaning of these Terms is a digital service that is provided to the Customer and enables wide-ranging and on-demand network access to a shared pool of configurable, scalable, and elastic computing resources of a centralized, distributed, or highly distributed nature that can be rapidly provisioned and released with minimal administrative effort or minimal provider interaction.

2.2 “Digital assets” within the meaning of these Terms are elements in digital form – including applications – for which the Customer has a right of use, regardless of the contractual relationship with the data processing service that they wish to switch from.

2.3 “ICT infrastructure on own premises” within the meaning of these Terms means ICT infrastructure and computing resources that are owned or rented or leased by the Customer and that are located in the Customer’s data center and are operated by the Customer or a third party.

2.4 “Switch” within the meaning of these Terms is a process involving the Provider, the Customer, and, where applicable, a receiving provider of data processing services, in which the Customer switches from using the Provider’s data processing service to using another data processing service of the same service type or another service offered by another provider of data processing services or offered to an ICT infrastructure on own premises, including by extracting, converting, and uploading data.

2.5 “Exportable data” within the meaning of these Terms are input and output data, including metadata, that are directly or indirectly generated by the Customer’s use of the data processing service or jointly generated, with the exception of the Provider’s or third parties’ assets or data that are protected by intellectual property rights or constitute a trade secret.

3) Pre-contractual Information

3.1 Before ordering the data processing services, the Provider shall provide the Customer with clear information on the following points:

• its standard remuneration and, where applicable, penalties for early termination;
• the switching charges;
• services that require a highly complex or costly switch or where a switch is not possible without significant impairment of data, digital assets, or service architecture, if relevant;
• specific services for which the obligations to switch and terminate do not apply, if applicable;
• a complete list of the categories of data and digital assets that can be transferred, including at least all exportable data;
• a complete list of the categories of data that are specific to the internal functioning of the Provider’s data processing service and are exempt from the obligation to export data, where there is a risk of violation of the Provider’s trade secrets;
• clear information about known risks to the continuity of the provision of the Provider’s functions or services.

3.2 The Provider’s online register with data structures and formats, relevant standards, and open interoperability specifications for data is available on the Provider’s website.

4) Switching and Exit Plan

4.1 The parties shall agree on a switching and exit plan (hereinafter “Plan”) that includes, in particular, the following:

• details of the switching and exit assistance, including the porting methods and formats, and the steps required to carry out the switching process;
• the contact persons designated by the Customer and the Provider for the implementation of the Plan;
• an estimate of the time required to export and transfer data and digital assets from the original Provider’s environment;
• limitations and technical restrictions, including those arising from the storage of data outside the EU;
• a description of the sequence of operations proposed by the Provider;
• a description of the testing method proposed by the Provider, if tests are to be conducted.

4.2 At the Customer’s request, the Provider must provide information to the personnel designated by the Customer (or other third parties authorized by the Customer) to explain the relevant procedures.

4.3 At the Customer’s request, the Provider undertakes either to organize a test or to assist the Customer in their tests to verify that the Plan works in practice for exportable data and digital assets. If problems occur during the test, the parties shall analyze the causes in good faith and work towards solutions.

4.4 The Provider and the Customer undertake to update the Plan as needed and at least, at the Customer’s request, to examine whether changes are necessary.

5) Initiating the Switching Process

5.1 The Customer must send the Provider a switching notification, observing a notice period of 2 months, indicating that they are initiating the switch. If the Customer only wishes to transfer certain services, data, or digital assets, they must specify this in the notification.

5.2 In the switching notification, the Customer must state whether they intend:

• to switch to another provider of data processing services. In this case, the Customer should provide the necessary details about the target provider;
• to switch to a local ICT infrastructure of the Customer; or
• not to switch, but only to delete their exportable data and digital assets.

5.3 The Provider shall confirm receipt of the switching notification to the Customer within no more than 3 business days via the same communication channel used by the Customer.

6) Transition Period

6.1 The transition period is 30 calendar days and begins upon expiry of the notice period for initiating the switching process.

6.2 If the Provider cannot meet the agreed transition period for technical reasons, it undertakes to:

• notify the Customer in writing or in text form within 14 business days of receipt of the termination;
• specify an alternative transition period that must not exceed seven (7) months from the date of the Customer’s termination notification; and
• provide a reasonable justification for the technical impossibility.

The Customer must confirm receipt of this extension notification in writing or in text form within 3 business days.

6.3 The Customer may extend the transition period once by a period they consider more appropriate for their purposes, but not longer than 3 months. For complex migrations, the parties may mutually agree on a longer period, but no more than 12 months. The Customer must inform the Provider of their intention in writing or in text form by the end of the original transition period and specify the alternative transition period. The Provider shall confirm receipt of such an extension notification in writing or in text form within 3 business days.

7) Provider’s Obligations During the Switching Process

The Provider undertakes to reasonably support the Customer and third parties commissioned by the Customer from the beginning and throughout the entire duration of the switching process so that the Customer can switch within the agreed transition period. To this end, the Provider must in particular:

• provide capabilities, reasonable information (including the documentation required to carry out the switch), and technical support. If problems are identified, the Provider and the Customer shall analyze the causes in good faith and work towards solutions;
• proceed with due diligence to maintain business continuity and continue to provide the contractual functions or services;
• maintain a high level of security throughout the entire switching process, particularly for the security of data during their transfer.

8) Customer’s Duties

8.1 The Customer undertakes to take all reasonable measures to achieve an effective switch. The Customer is responsible for the import and implementation of data and digital assets into their own systems or into the systems of the target provider.

8.2 The Customer or third parties commissioned by them, including the target provider, undertake to respect the intellectual property rights and trade secrets in the materials provided by the Provider in the switching process. The Customer further undertakes to grant third parties or the target provider access to these materials and, where applicable, sub-licenses for their use, only to the extent necessary for the execution of the switching process until the end of the agreed transition period, including the alternative transition period, while respecting confidentiality obligations and the intellectual property rights granted by the Provider.

9) Data Recovery and Deletion

9.1 The Customer may retrieve or delete their data during the agreed data retrieval period. The data retrieval period is 30 calendar days and begins after the expiry of the agreed transition period. The parties may agree on a longer period if this is appropriate considering the interests of both parties.

9.2 After the expiry of the agreed retrieval period and upon successful completion of the switching process, the Provider undertakes to delete all exportable data and digital assets that were generated by the Customer or that are directly related to the Customer, and to confirm to the Customer that it has done so. This does not apply to exportable data that the Provider must retain under mandatory EU law or the law of EU Member States, provided that the Provider informs the Customer which exportable data it retains, for how long, and for what reasons.

10) Remuneration for the Switching Process and Exit Charges

The Provider does not charge any additional remuneration for the switching process.

11) Completion of the Switching Process

11.1 As soon as the Customer notifies the Provider that the switching process has been successfully completed, the Provider shall promptly inform the Customer of the termination of the contract. If the Customer does not notify the Provider of the successful switch or the absence thereof, although the Provider has reasonable grounds to believe that the switch has been successfully completed by the Customer, the Provider may request the Customer to confirm that the switch has been successfully completed. If the Customer does not confirm the successful switch within 30 business days of this request, it is assumed that the switch was not successful, and the contract is not terminated but continues under the existing terms.

11.2 If the Customer does not wish to switch but rather to delete their exportable data and digital assets, the Provider undertakes to inform the Customer of the termination of the contract at the end of the agreed notice period.

12) Contract Termination

12.1 The contract is deemed terminated between the parties when one of the following events has fully occurred:

• upon the successful completion of the switching process;
• after the expiry of the notice period, if the Customer does not wish to switch but rather to delete their exportable data and digital assets upon termination of the service.

12.2 If the contract or the Provider’s Terms contain clauses regarding termination due to legal provisions or related cases, such as the following:

• a contracting party applies for a moratorium or suspension of payments, or a contracting party has been declared insolvent;
• a contracting party has still not timely fulfilled a material or other obligation under the contract that (either contractually or legally) leads to or could lead to termination of the contract;
• a party has learned of a change in ownership or power of disposal that contractually or legally leads to or could lead to termination of the agreement;
• the agreement is declared void due to a violation of or change in applicable mandatory law; or
• similar or identical situations or other situations that contractually or legally lead to or could lead to termination of the agreement,

the agreement together with the agreed services and functions shall not be terminated or expire before one of the events pursuant to the preceding paragraph has clearly occurred. This does not affect other rights or remedies available to one party against the other.

The Customer may agree with the Provider on success criteria for the switch as well as milestones for the switch and report the status of their achievement during the switching process. In any case, the Customer must inform the Provider of the successful switch.

12.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith to improve the switching process and achieve a successful completion, enable timely data transfer, and maintain continuity of services. The Provider shall, at the Customer’s request, support the Customer in identifying the reasons for the unsuccessful switch and inform them of how the identified obstacles can be removed or circumvented.

• The Customer will, at their own discretion, engage the target provider on their behalf.
• Without prejudice to other remedies available under applicable law, the agreement shall not be terminated or expire before the successful completion of the switching process or before a corresponding decision by a competent court or a forum chosen and agreed upon by the parties.
• In the event of conflicts or discrepancies between these clauses and other agreements on the termination of the contract between the parties, these clauses shall prevail.

12.4 The switching process is deemed successfully completed when:

• the agreed notice period has expired,
• the transition period has begun after the expiry of the notice period,
• the data retrieval period has begun after the expiry of the transition period, and
• data deletion has been successfully completed after the expiry of the data retrieval period or after the expiry of an alternatively agreed period following the successful completion of the switching process.

12.5 If the Customer decides at the end of the transition period not to delete all their exportable data and digital assets at the end of the agreed data retrieval period and wishes to ensure that they are available for a certain additional time with limited functionality, or if the Customer and the Provider have agreed to maintain the contract without the provision of certain services, unless the Customer expressly orders otherwise, this may only occur after:

• the agreed notice period has expired,
• the transition period has expired, and
• an alternative data retrieval period and other terms for the service with limited functionality or the maintenance of the contract between the Customer and the Provider have been agreed (in particular the permission for the Provider to delete the data after the alternative data retrieval period and/or the determination of remuneration for this additional period).

If the alternative data retrieval period and other terms for the service during this time are proposed by the Provider, the contract may not be terminated or expire before the Customer has, at their own discretion, accepted the deletion and clearly confirmed that the contract is terminated.

12.6 The right of the contracting parties to terminate the contractual relationship of an indefinite contract by ordinary termination remains unaffected, provided that the reason for termination is neither a provider switch nor – on the Customer’s side – an intention to delete data.

12.7 If the contract was expressly concluded for a specific duration and the expiry date is reached before the switching process is completed, and the Customer has not requested the deletion of their exportable data and digital assets,

• the transition period begins on the expiry date of the contract and the Provider provides reasonable support for the switch;
• the aforementioned provisions on successful or unsuccessful completion of the switching process apply accordingly.

Created with the support of IT-Recht Kanzlei (https://www.it-recht-kanzlei.de)