General terms and conditions (GTC)

1. general

1.1 These General Terms and Conditions (hereinafter “General Terms and Conditions”) apply to all current and future business relationships between PREVENCY GmbH (hereinafter “PREVENCY”) and the Client (hereinafter “Client”) (hereinafter jointly “Parties”). They do not apply to Clients who are consumers within the meaning of Section 13 of the German Civil Code (BGB). These General Terms and Conditions apply to the conclusion and execution of contracts for the use of the services and products of PREVENCY GmbH.

1.2 The contractual partner of the Client is the

PREVENCY GmbH
Güterstraße 20
42117 Wuppertal

Commercial register: HRB 30230

Sales tax identification number according to §27 a sales tax law: DE327215925

Represented by: Lars Niggemann (Managing Director)

Phone: +49 (0)202 52 74 84 84

Fax: +49 (0)202 52 74 84 85

E-mail: office@prevency.com

Web: https://prevency.com

1.3 A contract is deemed concluded only when PREVENCY formally confirms an order or commences its execution. Subject to supplementary agreements, the service description of PREVENCY and the individual PREVENCY offer are integral parts of each contract.

1.4 Insofar as a contract is concluded, these General Terms and Conditions shall also apply to all pre-contractual claims that have already arisen, unless mandatory statutory provisions to the contrary exist. Insofar as these pre-contractual claims (in particular claims for damages) are limited or excluded by the provisions of these General Terms and Conditions, in particular the liability provisions pursuant to Clause 11, this shall therefore constitute a waiver of the Client’s claims to this extent.

1.5 The subject matter of the contract is the provision and remuneration of contractual services and / or the transfer of rights of use. The services to be provided by PREVENCY under these conditions are listed in the service description or in the offer submitted. The responsibility for the project and its success lies with the Client, unless other agreements have been made (at least in text form).

1.6 Notifications from PREVENCY to the Client and all correspondence relating to the contract shall be sent to the e-mail address or postal address or fax number provided by the Client.

1.7 The Client’s master data is stored in PREVENCY’s Client management software and the Client is proactively and regularly informed about new consulting offers, software features, training courses and seminars as well as special events by means of a newsletter sent to this e-mail address. The Client hereby expressly consents to using his e-mail address for advertising purposes. The Client may object to this advertising use at any time.

1.8 These General Terms and Conditions shall apply exclusively; PREVENCY does not recognize and objects to any conflicting or deviating terms and conditions of the Client; this shall only not apply if PREVENCY expressly agrees to their validity in writing (as an exception). This written consent requirement applies even if PREVENCY, with knowledge of the Client’s deviating or supplementary terms, performs services or accepts performance without reservation. If PREVENCY has accepted the Customer’s terms and conditions in writing, these General Terms and Conditions of PREVENCY and their annexes shall also apply. In the event of conflicting provisions, PREVENCY’s General Terms and Conditions shall take precedence.

1.9 The individual conditions or agreements stated in an offer supplement these General Terms and Conditions accordingly.

1.10 All offers made by PREVENCY are subject to change. The prices stated in the individual offer are valid.

2. services provided by PREVENCY

2.1 PREVENCY’s services are divided into the following areas:

“Managed Services”: consulting, service and support services
“Simulations and training”: imparting specialist knowledge and raising awareness with the help of our software, among other things
“Subscription”: software applications and infrastructure

2.2 The following applies to the “Simulations and Training” service areas:

2.2.1 PREVENCY provides consulting, conception, analysis and training services for the Client to the extent described in more detail in the respective service description and with the objectives defined therein and under the conditions specified therein. PREVENCY shall be remunerated for this by the Client in accordance with the conditions described in Clause 7.

2.2.2 Scopes of services and/or working hour quotas not used by the Client in the respective month or within the defined project term expire at the end of the month or at the end of the respective project term.

2.2.3 If a planned simulation or training cannot take place as agreed due to unforeseen events, in particular illness or force majeure (in accordance with Section 12), PREVENCY is entitled to postpone the date at its own discretion or to offer a suitable alternative solution. The Client will be informed immediately. A refund or reduction of the remuneration is excluded, unless PREVENCY is not able to provide the service even after two reasonable alternative dates.

2.3 The following applies to the “Subscription” service area:

2.3.1 PREVENCY shall provide the Customer with the use of the Client and application software specified in the service description in the scope of functions described therein and under the functional prerequisites and technical requirements also specified therein. PREVENCY shall be remunerated for this by the Client in accordance with the conditions described in Section 7. PREVENCY shall make the application software available for use at the transfer point specified in the service description. The application software shall remain on PREVENCY’s server or on the server of PREVENCY’s subcontractors, unless otherwise agreed (at least in text form). PREVENCY is not responsible for establishing and maintaining the data connection between the Client’s IT system and the transfer point operated by PREVENCY. Clause 3.2.6 applies. The agreed scope of services (in particular the number of login accesses, simulated channels, manageable exercises, or API credits, etc.) represent the monthly limit in each case, i.e. PREVENCY is only obliged to provide up to the agreed amount of the respective scope of services in each month.

2.3.2 When booking the “Subscription” service, PREVENCY will carry out software onboarding. The onboarding includes the creation of the account, as well as the creation and transmission of the access data and a rudimentary one-time introduction to the operation of the software to the extent necessary. A separate fee is charged for software onboarding in accordance with the applicable price list or the individual offer. Additional training or individual instruction can be booked at the request of the Client for an additional fee. Users also receive access to the PREVENCY helpdesk, where instructions, FAQs and support requests can be managed.

2.3.3 PREVENCY shall provide the Client with technical support for the use of the subscription services during the term of the contract. The basic support includes the processing of technical faults and general inquiries regarding the use of the software. Support requests can be submitted by e-mail or telephone. PREVENCY endeavors to respond within 24 hours on working days, but does not guarantee availability or accept liability for delays in support. Basic support is limited to a maximum of 30 minutes per month per customer. Billing takes place at intervals of 10 minutes, i.e. every minute of support or part thereof is rounded up to 10 minutes and deducted accordingly from the monthly support quota. If the monthly support quota of 30 minutes is exceeded, PREVENCY reserves the right to charge separately for additional support in accordance with the applicable price list. Customers have the option of concluding an extended support contract with an increased support quota or shorter response times. Additional services, such as individual consulting, training or customized adaptations of the software, are not included in the basic support and are also charged separately according to the price list.

2.3.4 As part of the “Subscription” service, the Client can book a flexible support and service contingent that includes defined person-hours for technical support, consulting or other services. These hours can be used as required for support requests or other agreed services. The booked contingent is tied to the term of the subscription and can be used flexibly within this period. Unused service scopes and/or working hour quotas expire at the end of the subscription term, unless otherwise contractually agreed. A transfer of unused hours beyond the subscription term or a refund is excluded.

2.3.5 PREVENCY offers additional support beyond the scope of Section 2.3.2 for a separate charge. Clauses 4 and 10 remain unaffected.

2.3.6 PREVENCY will use the software to be provided in the current version if the change to the software version is reasonable for the Client, taking into account the interests of PREVENCY.

3. rights of use, access authorizations and cooperation services

3.1 The following applies to the “Simulations and Training” service area:

3.1.1 PREVENCY grants the Client a simple and non-transferable right of use, unlimited in time and space, for the training documents created by PREVENCY and for the results of the services provided by PREVENCY and its vicarious agents.

3.1.2 The Client is permitted to reproduce and distribute the documents provided by PREVENCY exclusively for its own purposes. In particular, the forwarding or distribution to third parties, whether for a fee or free of charge, reproduction or modification is not permitted; any other use requires the express written agreement of the parties.

3.2 The following applies to the “Subscription” service area:

3.2.1 The Client shall receive an access authorization (login) for each registered person, consisting of a user name and a password for using the PREVENCY software. The Client may only disclose the user name and password to authorized users and shall otherwise keep this data secret. Authorized users are only the company signing the contract and its own employees, but not subsidiaries, other companies affiliated with the Client or other third parties.

3.2.2 The Client receives the non-exclusive right, limited in time to the term of the contract, to use the PREVENCY software as intended. The Client does not receive any further rights to the PREVENCY software. The Client may not exceed the maximum number of authorized simultaneous users of the PREVENCY software specified in the offer. The workstations used by the authorized persons must meet the minimum technical requirements specified in the service description. Clause 3.2.7 applies. The connection of the Client’s workstations is made via a data connection to be set up by the Client in accordance with the information and requirements in the service description. The Client is responsible for the connection of the workstations.

3.2.3 The Customer is not entitled to use the PREVENCY Software beyond the contractually agreed use, to have it used by third parties or to make it accessible to third parties (Section 3.2.1). In particular, but not exclusively, the Client is not permitted to reproduce, sell or transfer the PREVENCY software or parts thereof for a limited period of time, especially not to rent or lend it. For each case of culpable violation of this Section 3.2.3, the Customer shall pay damages for each unauthorized user in the amount of 100% of the remuneration that would have been incurred for authorized use during the period in question. The Client is permitted to prove that no damage at all or only significantly less damage has been incurred. PREVENCY reserves the right to claim further damages.

3.2.4 The Client undertakes not to modify, disassemble, decompile, reverse engineer or otherwise attempt to determine the source code of the PREVENCY software in whole or in part. § Section 69 e UrhG remains unaffected.

3.2.5 The Client acknowledges that all industrial property rights, in particular under the relevant copyright laws, to the PREVENCY software (including all improvements, enhancements, new functionalities and changes or modifications thereto) and the corresponding documentation are the exclusive property of PREVENCY. Any idea, concept, know-how or technique relating to data processing and transmission developed by PREVENCY in connection with the intended services may be used by PREVENCY freely and without restriction outside the scope of the contract underlying these General Terms and Conditions. Whenever such ideas, concepts, know-how or techniques are transformed into inventions, discoveries or other property covered by intellectual property rights, PREVENCY shall be the sole and exclusive owner thereof.

3.2.6 The Client assumes responsibility for setting up a data connection between the workstations intended for use by the Client and the transfer point defined by PREVENCY. PREVENCY is entitled to redefine the transfer point at any time at its reasonable discretion in accordance with § 315 BGB (German Civil Code), if this is necessary to enable the Customer to make smooth use of the services. In this case, the customer shall establish a connection to the newly defined transfer point.

3.2.7 The contractual use of PREVENCY’s services is dependent on the hardware and software used by the Client, including workstation computers, routers, data communication devices, etc., meeting the minimum technical requirements for the use of the currently offered software version and that the users authorized by the Client to use the PREVENCY software are familiar with the operation of the software. In order to use PREVENCY’s services, the Client shall only use hardware and software that meets the minimum requirements specified in the service description. The configuration of its IT system is the responsibility of the Client. PREVENCY does not assume any guarantee for data loss caused by technical errors, improper use or external factors. Customers are responsible for regular backups of their relevant data.

3.2.8 In the event of operational impairments to the use of the PREVENCY software, the Client must inform PREVENCY immediately (Section 121 (1) sentence 1 BGB) at least in text form.

3.2.9 As part of the collection of scoring and analysis data during the AI-controlled media and communication simulation, PREVENCY stores the content of the specified scenarios as well as content, comments, likes and shares created in the simulation and corresponding statistics for the contract or usage period. The Client can view the content and statistics at any time.

3.2.10 As part of the BUZZMAPPER offer, PREVENCY automatically saves the results of the Client’s searches for the contract period. The Client can view the search result lists and statistics at any time. As part of the “Simulations and Training” and “Subscription” PREVENCY uses publicly accessible web content.

The data and content delivered by PREVENCY as part of the BUZZMAPPER, “Simulations and Trainings” and “Subscription” offers are regularly subject to third-party copyrights. The services provided by PREVENCY within the scope of the offers as well as other technical data analyses consist of the playout, aggregation and analysis of data streams and expressly not in the granting of rights of use to data and contents of third parties, unless this is explicitly agreed upon in the contract. The Client is aware that PREVENCY is not entitled to grant licenses for the reproduction, making available to the public or further distribution of the data and content. The Client must examine the question of the necessity of copyright licensing for its own purposes of use itself and obtain the licenses from the authors or users itself. As a precaution, PREVENCY points out that this may be necessary in particular for the use of content from print, TV and radio.

3.2.11 PREVENCY processes the potentially copyrighted content such as blog entries and articles on behalf of the Client. If the Client becomes aware of a copyright infringement, it shall inform PREVENCY immediately of the copyright infringement. In this case, or if a rights holder requests PREVENCY to shorten the protected content or make changes to the structure or data format, PREVENCY is free to make these changes or remove the protected content from all results lists.

3.3 The following applies to all service areas (in particular “Managed Services”, “Simulations and Training” and “Subscription”):

3.3.1 If a claim is made against the Client by a third party who asserts that its rights have been infringed by the use of the work results provided by PREVENCY, the Client shall inform PREVENCY immediately of the assertion of the claim by the third party, at least in text form, and coordinate all measures to be initiated with PREVENCY in advance. Any settlement agreements between the Client and the third party require the prior consent of PREVENCY, at least in text form. The parties shall support each other to the best of their ability in the defense of the third party’s claim. This shall apply mutatis mutandis to the infringement of other intellectual property rights or competition law.

3.3.2 The name, brand and logos of the Client may be used as a reference by PREVENCY for its own purposes with the prior consent of the Client in text form.

3.3.3 For the provision of services, the Client shall only provide PREVENCY with information and content for which the Client has a corresponding right of use and which does not infringe the rights of third parties. In the event of a breach of this Clause 3.3.3 or in the event of a breach of copyright pursuant to Clause 3.2.11, the Client shall irrevocably indemnify PREVENCY against all third-party claims asserted against PREVENCY in connection with this contract, insofar as the Client or its vicarious agents are responsible for these claims. This indemnification obligation shall also extend to all possible warning, court and legal costs incurred.

4. service level agreement for the “Subscription” service area

4.1 The use of the PREVENCY software is made available to the Client – subject to the provisions of these General Terms and Conditions and other deviating agreements – on a continuous basis.

4.2 The availability of the PREVENCY software is calculated on the basis of the basic availability of 24 hours a day, 7 days a week as a quotient of the minutes without disruption and the total number of minutes in the respective month.

4.3 A malfunction exists if the PREVENCY software cannot be used by the Client less than 90% of the time in a given month because the PREVENCY web Client or direct requests from the Client fail on the server side.

4.4 PREVENCY may interrupt the provision of services for a defined period of time for planned maintenance work. These periods shall be indicated at least 48 hours in advance within the PREVENCY software or communicated to the Client in text form. The Client shall inform PREVENCY immediately, but at least 12 hours before the planned interruption, if there are important reasons that prevent the interruption and shall otherwise not unreasonably withhold consent to the interruptions.

4.5 PREVENCY shall provide the Customer with the PREVENCY Software for use at the transfer point with an availability of 90 % in the sense of the availability owed pursuant to Section 4.2.

If PREVENCY fails to meet the agreed availability, the Client shall be entitled to service credits as follows:

for less than 90 % but more than 85 %:3 days service credits
for less than 85 % but more than 80 %: 7 days service credits
for less than 80 %: 30 days service credits.

4.7 A service credit entitles the user to use the PREVENCY offer free of charge for one day in the scope of services booked at the time of the interruption. These service credits are the sole and exclusive compensation for any shortfall in the guaranteed availability. They must be claimed by the Client within 30 days of the end of the month in which the availability was not met, otherwise the Client’s entitlement to service credits for that month will lapse.

5. data protection and data security

5.1 Both parties shall comply with the applicable data protection regulations.

5.2 PREVENCY undertakes to oblige its employees involved in data processing to maintain data secrecy and confidentiality in accordance with the GDPR and to familiarize them with the data protection provisions relevant to them. The Client’s personal data shall be collected, processed and stored for the purpose of processing the contract. The data will only be passed on to third parties if this is necessary for the execution of the order or if this is permitted or permissible by law for other reasons.

5.3 If the Client collects, processes or uses personal data itself or through PREVENCY, it warrants that it is authorized to do so in accordance with the applicable provisions, in particular data protection law, the BDSG and the GDPR.

5.4 If the Client’s data to be processed is personal data, this constitutes commissioned data processing and PREVENCY will comply with the Client’s instructions (e.g. to comply with deletion and blocking obligations). An order processing contract is also concluded. The instructions must be communicated in good time, at least in text form.

5.5 Order processing:
If PREVENCY acts as a processor in accordance with Art. 28 GDPR as part of the provision of services, a separate data processing agreement (DPA) will be concluded with the Client. PREVENCY provides a standard DPA for this purpose, which is available on request.

6. confidentiality

6.1 The parties are aware of the fact that the other party may potentially receive confidential information in connection with the provision of services. This may include business secrets, information about business plans, financial resources, products and projects, processes, customers and employees of the other contracting party and its customers and of any companies affiliated with the Client and their customers. Confidentiality must be maintained with regard to this confidential information.

6.2 Protected information includes in particular, but is not limited to, information that has become known to the other contracting party in connection with its business relationship with its customers and which is recognizably confidential, regardless of whether the knowledge is based on a communication from the other party itself, a third party or its own perception. The protection is not limited to facts, but also includes related value judgments.

6.3 The parties undertake to use the data and information obtained exclusively for the purpose arising from these General Terms and Conditions and the contract concluded.

6.4 This confidentiality agreement does not apply,

if disclosure is necessary to enforce the rights and obligations arising from this contract;
if the disclosing party is obliged to disclose by law or in official, judicial or other similar proceedings;
if a disclosure is made to a professional who is legally bound to secrecy and who is not released from the duty of confidentiality;
if the information is in the public domain at the time it becomes known or is made public thereafter, unless this is due to a breach of these General Terms and Conditions incorporated into the contract, a confidentiality agreement, statutory provisions or an official or court order.

6.5 In the aforementioned cases, disclosure shall be limited to the extent necessary in the individual case.

6.6 In the case of letter b), the disclosing party shall – to the extent permissible – inform the Client. In the event of a search by investigating authorities, the affected party shall formally object to the search and seizure of data of the other party vis-à-vis the investigating authority if the disclosing party reasonably considers that such an objection has sufficient prospect of success.

6.7 All documents received from the other party remain the property of the disclosing party and must be promptly returned or irreversibly destroyed upon request, at least in text form, in compliance with applicable legal requirements. Confidential information contained in routine, electronically stored system backups does not have to be deleted if and as long as this is not reasonable for the receiving party due to the disproportionate effort involved in deleting this confidential information. This confidential information must be fully protected against unauthorized access. Deviating provisions of these General Terms and Conditions and statutory retention obligations remain unaffected by this.

6.8 This confidentiality agreement shall survive the termination of the contract between the parties for a period of 12 months.

7 Remuneration, payment, default

7.1 The Client shall pay the fees for the commissioned services in accordance with the offer. PREVENCY shall be entitled to demand an appropriate share of the costs prior to the provision of services. If the Client is in arrears with the advance payment due, PREVENCY shall be entitled to withdraw from the contract.

7.2 Invoices and order confirmations are sent to the Client’s electronic mailbox in a standardized PDF format and must be in text form.

7.3 If PREVENCY provides additional services free of charge over and above the contractually owed services, this shall not constitute a legal claim for additional services in the future.

7.4 Unless otherwise agreed, invoices shall be issued in accordance with PREVENCY’s current price list or the price individually agreed with the Client.

7.5 All published prices are non-binding. Errors and short-term price changes are reserved. All prices are net prices plus statutory value added tax, if applicable.

7.6 All fees are due for payment within 14 days of PREVENCY sending the invoice.

7.7 If the budget for ongoing activities is not called up in a month as part of monthly support with an agreed hourly quota, no credit note will be issued for the following month. The budget surplus expires at the end of the respective month, unless other agreements have been made.

7.8 Hourly services shall be invoiced at intervals of 0.25 hours plus a weekend and late surcharge of 50%. A late surcharge shall apply if the service is to be provided after 6 p.m. and before 9 a.m. of the following day at the request of the Client. Travel and accommodation costs will be charged separately.

7.9 Travel time shall be charged at 50% of the regular hourly rate. PREVENCY will reimburse expenses for travel to and from the event location upon presentation of the original invoice receipts as follows:

Airplane: Economy Class incl. transfer
Rail: 1st class, incl. all supplements and transfer
Travel by own car: € 0.35 per kilometer (in accordance with the Income Tax Act)
Hotel accommodation agreed with the Client (min. 4 stars): Overnight stay excluding catering costs

7.10 PREVENCY is entitled to reasonably increase the agreed prices for the contractual services to compensate for increases in personnel and other costs. PREVENCY shall notify the Client of these price increases at least in text form. The price increases shall not apply to periods for which the Client has already made payments. In the event of a price increase, the Client is entitled to terminate the contract as a whole with one month’s notice to the end of a calendar month; if the Client exercises this right of termination, the non-increased prices will be charged until the termination takes effect. PREVENCY shall inform the Client of this right of termination together with any announcement of a price increase. An increase in prices within three months after conclusion of the contract is excluded.

7.11 If the agreed payment terms are not met by the Client, the Client shall be in default immediately. A reminder according to § 286 para. 2 no. 1 BGB is not required. PREVENCY shall be entitled to claim default interest in the amount of 9% above the base interest rate (§ 288 para. 2 BGB). PREVENCY reserves the right to claim further damages. PREVENCY’s claim to commercial maturity interest (§ 353 HGB) against merchants shall also remain unaffected.

7.12 If the Client is in arrears with payments due, PREVENCY reserves the right not to perform further services until the outstanding amount has been settled and to pass on any additional costs incurred as a result to the Client. In the event of default, PREVENCY is entitled to block all access to the PREVENCY software until payment has been made. The downtime and any additional costs incurred by the Customer shall not be reimbursed.

7.13 PREVENCY reserves the right of ownership and the rights to be granted to the services provided by it or its vicarious agents until the remuneration owed has been paid in full.

7.14 The Client shall only be entitled to withhold payment with claims and/or rights that are undisputed or have been legally established. The Client may only offset claims that are undisputed or have been legally established.

8. contract term and extension of the subscription

8.1 The contract terms described in more detail in the respective service description shall apply. Project contracts end with the completion of the project through acceptance by the Client.

8.2 For contracts with an agreed contract term for the “Subscription” service, unless otherwise agreed at least in text form, the contract shall be automatically extended after expiry of the agreed contract term by the duration of the previously agreed contract term if it is not terminated in due time no later than four weeks to the end of the month of the last full service month in the agreed period. Different notice periods can be agreed individually.

8.3 The contractual relationship between PREVENCY and the Client begins with the effective placement of the order and remains in force until proper termination or expiry of the agreed contractual term.

8.4 If the Client commissions additional recurring services during the current contract, the associated main contract shall be extended to the end date of the additionally commissioned services if this date is after the end date of the main contract.

8.5 Each time the main contract is extended, all additional recurring services that have not been terminated at that time shall also be extended by the extension period of the main contract.

8.6 The use of the PREVENCY software as part of the subscription is based on a fixed fee (“subscription fee”), the amount of which is set out in the individual offer or the applicable price list.

8.7 A simulation session refers to the independent execution of a crisis exercise within the PREVENCY software (e.g., with a client). The creation of scenarios, as well as any support from PREVENCY during the execution of the exercise, is not included in a simulation session. An exercise is considered performed and will be deducted from the available session quota or billed if it has been activated for at least 15 minutes. The booked subscription may include a fixed quota of simulation sessions per billing period. The exact scope is specified in the individual offer or order. If no sessions are included in the license, these can be booked separately. Once the included simulation sessions have been used up, the Client can purchase additional sessions for a separate fee. Billing is based on the price list valid at the time of booking or on individual agreements.

8.8 Simulation sessions are generally bound to the term of the subscription, unless otherwise agreed. Unused inclusive simulation sessions remain valid for a period of 24 months. The same applies to additionally purchased simulation sessions, which can be used for 24 months from the date of purchase. After this period, they expire automatically if they have not been used. After termination or cancellation of the subscription, unused sessions can still be used if the Client takes out a new subscription. The purchase of additional simulation sessions does not extend the term of the subscription. After termination of the subscription, the Client has no further access to stored data or configurations unless a separate agreement on data backup has been made.

8.9 In addition to simulation sessions, the Client can book additional add-ons during an active subscription. These include in particular

Additional administrator accounts,
An increase in the maximum number of participants per simulation session,
An increase in the maximum duration of a simulation session.

Add-ons are billed separately in accordance with the price list valid at the time of booking or on the basis of individual agreements. Add-ons can only be used during an active subscription. Cancellation or expiry of the subscription automatically leads to termination of the add-ons, unless otherwise agreed. There will be no refund or pro rata credit for unused add-ons. Extensions that affect the capacity or duration of the simulation sessions are only valid for the respective billing period or the agreed period and are not automatically extended. The purchase of add-ons does not extend the term of the subscription.

8.10 The right to terminate for good cause remains unaffected.

8.11 Any notice of termination must at least be in text form.

9. changes to the contractual conditions

9.1 PREVENCY is entitled to modify and adapt the contractual conditions at any time while maintaining the contractual services. This is done exclusively and only to ensure the smooth running of the contractual relationship and the optimal use of PREVENCY’s offer or if a change in the legal situation, supreme court rulings or market conditions or technical changes as well as further developments or other equivalent reasons make a modification or adjustment necessary and such a modification or adjustment does not unreasonably disadvantage the Client. Section 315 BGB also applies.

9.2 If PREVENCY intends to make changes to these General Terms and Conditions, the prices or essential information in the service description, for example the increase of minimum requirements or restrictions of existing functionalities, the changes will be to the Customer in text form at least four weeks before they come into force to the provided by the Customer to PREVENCYcommunicated e-mail addresses. If the Client does not object, at least in text form, within four weeks of receipt of the notification of change, the changes shall become part of the contract at the time they come into effect. PREVENCY shall expressly draw the Customer’s attention to the intended significance of its conduct in the notification of change at the beginning of the period.

9.3 If the contractual conditions of external service providers change, PREVENCY has the right to no longer provide the corresponding third-party services from the time of the change. PREVENCY will inform the Client of this. If PREVENCY does not provide the third-party service through another external service provider or does not provide it itself, the Client is entitled to terminate the contract in accordance with Section 7.10. Clause 11 applies accordingly to liability.

10. liability for defects and warranty

10.1 If the services provided by PREVENCY are defective because their suitability for contractual use is not only insignificantly impaired, PREVENCY shall be liable for material defects and defects of title in accordance with the statutory provisions. PREVENCY shall only be liable for defects in the PREVENCY software that already existed when it was provided to the Client if PREVENCY is responsible for these defects. The strict liability of § 536a BGB is therefore excluded, subject to Section 11.

10.2 In any case, PREVENCY only owes the conscientious execution of the commissioned service, but not the actual success. PREVENCY accepts no liability for the accuracy and completeness of analysis, testing, research and monitoring results.

10.3 The Client must notify PREVENCY of defects without delay. Claims for defects shall become time-barred after one year, unless liability exists pursuant to Section 11.

10.4 If an overload of the PREVENCY system occurs due to culpable actions of the Client, its vicarious agents or assistants, PREVENCY is entitled to claim damages.

11. liability

11.1 PREVENCY shall be liable for intent and gross negligence in accordance with the statutory provisions.

11.2 PREVENCY shall only be liable without limitation for slight negligence in the event of injury to life, limb or health.

11.3 Otherwise, PREVENCY shall only be liable in the event of a breach of material contractual obligations (cardinal obligations). These are obligations whose fulfillment is necessary to achieve the purpose of the contract. In these cases, liability is limited to the foreseeable damage typical for the contract, unless damage to life, body or health is affected. PREVENCY is not liable for indirect damages, loss of profit, loss of data or economic consequential damages, unless these are based on intentional or grossly negligent behavior.

11.4 Liability for slight negligence is limited to the remuneration due up to the time of the damage within the agreed contractual term.

11.5 The aforementioned limitations of liability shall not apply in the event of fraudulent conduct, the assumption of a guarantee or mandatory statutory provisions, in particular under the Product Liability Act.

11.6 The limitations of liability also apply to PREVENCY’s vicarious agents and assistants. Exoneration from liability for negligence is excluded.

11.7 PREVENCY does not carry out any legal review of the simulation content provided by the Client. Therefore, PREVENCY assumes no liability for the legality, accuracy or consequences of content uploaded, created or played by the Client in the PREVENCY software, in particular with regard to copyright, trademark, data protection, competition or personal rights violations.

11.8 PREVENCY is not liable for the unauthorized disclosure, publication or use of confidential or sensitive content by the Client, its employees or third parties. The Client is responsible for the appropriate protection of such content.

11.9 The Client indemnifies PREVENCY from all national and international claims of third parties that are raised due to the use, transmission or publication of content created or played by the Client. This indemnification includes in particular

Liability claims due to data protection violations (e.g. under GDPR, CCPA or comparable laws),
Breaches of non-disclosure or confidentiality agreements,
Penalties and fines for unauthorized disclosure of sensitive content,
Claims for damages by third parties due to economic or immaterial damage.

This exemption applies irrespective of the jurisdiction. The Client undertakes to inform PREVENCY about country-specific legal requirements if its content entails particular legal risks in a specific region.

11.10 PREVENCY reserves the right to block or remove content if it violates statutory provisions, third-party rights or these General Terms and Conditions. However, the content will not be checked in advance.

12. force majeure

12.1 The parties shall be released from the obligation to perform under this contract if and to the extent that the non-performance of services is due to the occurrence of force majeure circumstances after the conclusion of the contract.

12.2 Force majeure shall be deemed to exist in particular if it is an event that is beyond the control of the parties. For example, force majeure exists in the event of war, civil war, warlike events, acts of terrorism, political unrest and/or the use of chemical, biological, biochemical substances and/or nuclear energy. Force majeure shall also apply in the event of pandemics, epidemics, epidemics or similar threats of illness and/or in the event of natural disasters (storms, hurricanes, earthquakes or floods, etc.) or the consequences thereof. Furthermore, force majeure shall also be deemed to exist in the event of governmental, official or other public law interventions and measures such as regulations, orders, general decrees, etc. for which the parties are not responsible and which prevent the performance of the contract.

12.3 Finally, force majeure shall be deemed to exist in the event of technical problems with the Internet that cannot be influenced by one of the parties.

12.4 Each contracting party shall inform the other contracting party immediately of the occurrence of a case of force majeure.

13. final provisions

13.1 These General Terms and Conditions and the contract are subject in all parts to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and to the exclusion of German conflict of laws provisions. If copies of these General Terms and Conditions or the contract have been made in languages other than German, only the German version shall be binding for PREVENCY and the Client.

13.2 No verbal ancillary agreements have been made. Amendments, supplements and the termination of this contract or its components must be made at least in text form, unless written form is agreed in these General Terms and Conditions or the contract or a stricter form is prescribed by law. This also applies to an amendment to this clause itself. § Section 305b BGB remains unaffected.

13.3 The Client is not entitled to assign its rights under the contract to third parties. § Section 354a HGB remains unaffected.

13.4 The place of jurisdiction for all obligations, including all payment obligations, is the registered office of PREVENCY for both parties, provided that the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. However, PREVENCY reserves the right to initiate legal proceedings at the Customer’s general place of jurisdiction or at the place of performance of PREVENCY’s services. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

13.5 Unless otherwise agreed, Clause 13.4 shall apply accordingly to the place of performance.

13.6 Should individual provisions of these General Terms and Conditions or the contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as the General Terms and Conditions or the contract contain loopholes, those legally effective provisions shall be deemed agreed to fill these loopholes which the parties would have agreed in accordance with the economic objectives and purpose of the General Terms and Conditions and the contract if they had been aware of the loophole. The provisions of this Clause 13.6 do not merely involve a reversal of the burden of proof, but exclude the application of Section 139 BGB.

Status: March 2025