General Terms and Conditions of Neshteq Solutions GmbH

1.  Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all legal relationships between Neshteq Solutions GmbH, Gabelsbergerstraße 10, 89522 Heidenheim an der Brenz (hereinafter referred to as “Neshteq”) and its customers, unless individual agreements provide otherwise in a specific case.

1.2 Individual contracts and agreements between Neshteq and the customer shall always take precedence over these GTC. These GTC shall apply as supplementary provisions and as a fallback regulation insofar as no deviating or supplementary provisions are agreed upon in the individual contracts and agreements.

1.3 The GTC of Neshteq shall apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the customer shall not become part of the contract unless Neshteq expressly agrees to their applicability in writing.

2.  Subject Matter of the Contract

2.1 Neshteq provides, among other services, IT services, managed services, and the distribution of third-party software licenses.

2.2 The specific scope of services shall be determined by the respective individual contract, framework agreement, or service description agreed upon individually between Neshteq and the customer.

2.3 Where Neshteq distributes third-party software products to customers, only the license and usage terms of the respective manufacturer shall apply. In this regard, Neshteq shall only be obliged to grant usage rights in accordance with the manufacturer’s terms.

2.4 The customer is obliged to notify Neshteq in writing of any orders, changes, or cancellations of software licenses or SaaS services at least 30 calendar days prior to the desired effective date. This notification period applies irrespective of any deviating deadlines set by the respective manufacturers.

2.5 Where work results are based on pre-existing materials, libraries, or open-source components of Neshteq or third parties, the customer shall only receive a usage right within the scope of the respective license terms. The customer is obliged to comply with these license terms.

3.  Scope of Services and Obligations

3.1 Services of Neshteq are provided on a time and material (T&M) basis unless otherwise agreed.

3.2 Obligations under a work contract exist only if expressly and in writing agreed upon.

3.3 Services are provided in close coordination with the customer. The customer is obliged to provide the necessary cooperation, particularly by communicating requirements in a timely manner and providing necessary information and access.

3.4 Agile project services are delivered in iterative work steps (e.g., sprints), the content of which is agreed upon with the customer in each case.

3.5 Managed services are provided based on a separately agreed service description, which forms part of the respective framework agreement.

3.6 Neshteq shall not be responsible for services of third parties not commissioned through Neshteq. Where such third parties are involved in customer projects, collaboration shall only occur following prior coordination.

4.  Remuneration and Payment Terms

4.1 The remuneration shall be based on the respective individual or framework agreement between Neshteq and the customer.

4.2 Services are generally invoiced by Neshteq on a time and material basis unless lump sums or fixed prices are agreed upon.

4.3 Neshteq shall send the customer a monthly timesheet detailing the services rendered. The customer is obliged to review this timesheet promptly, but no later than within 14 calendar days of receipt, and to approve it in writing or raise any objections to Neshteq. If no feedback is provided within this period, Neshteq shall send a reminder. If the customer does not object within 14 calendar days of receiving the reminder, the submitted timesheet shall be deemed approved by the customer.

4.4 Managed services are remunerated on a regular monthly basis as a lump sum based on the agreed service description.

4.5 Payments are due without deduction within 14 days of the invoice date unless otherwise agreed.

4.6 Cancellation of contracts for software licenses is excluded unless mandatory statutory rights provide otherwise. In all other respects, the license and contract terms of the respective manufacturer shall apply.

5.  Rights to Work Results

5.1 Where work results are created as part of the services, the customer shall receive a non- exclusive right of use for internal purposes.

5.2 A transfer of rights shall only occur if expressly agreed upon.

5.3 In the case of the distribution of third-party software, only the license terms of the manufacturer shall apply. Neshteq shall not assume any rights or obligations beyond the contractual distribution.

6.  Liability

6.1 Neshteq shall be fully liable for damages resulting from the breach of life, body, or health caused by a breach of duty by Neshteq, its legal representatives, or vicarious agents.

6.2 Neshteq shall also be fully liable for damages based on intentional or grossly negligent conduct.

6.3 For damages arising from the slight negligent breach of material contractual obligations, Neshteq’s liability shall be limited to the contractually typical foreseeable damage.

6.4 Any further liability, in particular for indirect damages, consequential damages, or lost profits, is excluded unless mandatory statutory provisions provide otherwise.

6.5 Liability for the properties, defects, or availability of third-party software is excluded; the provisions of the respective manufacturer shall apply exclusively.

6.6 Neshteq shall only be liable for data loss if such loss would have been unavoidable even with proper data backup by the customer. The customer is responsible for conducting regular backups unless Neshteq has expressly agreed in writing to take over this task.

7.  Confidentiality and Data Protection

7.1 Both parties undertake to keep all confidential information obtained during the collaboration confidential and to use it only for the contractually agreed purposes.

7.2 Neshteq shall process personal data exclusively in accordance with applicable data protection regulations. Further details are set out in the currently valid privacy policy.

8.  Contract Term and Termination

8.1 The term of the contract shall be based on the individual agreements in the respective individual or framework agreement.

8.2 Managed services may be terminated with a notice period of three months at the end of the agreed term unless otherwise stipulated.

8.3 The right to extraordinary termination for good cause remains unaffected.

9.  Use of Subcontractors

9.1 Neshteq is entitled to engage subcontractors. Neshteq shall remain responsible to the customer for the fulfillment of the contract.

9.2 Neshteq shall ensure that subcontractors are contractually obliged to comply with all data protection, confidentiality, and compliance obligations.

9.3 Upon the customer’s request, prior consent to the engagement of specific subcontractors may be agreed upon.

10.  Final Provisions

10.1 Amendments and supplements to these GTC as well as to individual or framework agreements must be made in writing. This shall also apply to the waiver of this written form requirement.

10.2 German law shall exclusively govern these GTC and all legal relationships between Neshteq and the customer, to the exclusion of international uniform law provisions and the UN Sales Convention (CISG).

10.3 The exclusive place of jurisdiction for all disputes between Neshteq and the customer arising from or in connection with the contractual relationship, legal relationships, or these GTC shall be, to the extent legally permissible, the registered office of Neshteq.

10.4 Should individual provisions of these GTC be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

As of September 2025