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Terms & Conditions

General Terms and conditions

General Terms and Conditions of Candis GmbH for the domain candis.io and all associated sub-sites and services

1. Preamble
These General Terms and Conditions, including the appendices thereto ("GTC"), conclusively govern the contractual relationship between Candis GmbH ("Candis") and the contractual partner designated in the payment portal ("Client") with respect to the Candis services specified therein. Other contractual arrangements, in particular the customer's general terms and conditions, shall not apply. Candis exclusively offers companies, tax advisors as well as all other natural or legal persons or partnerships with legal capacity, who act in the exercise of their commercial or independent professional activity when concluding a legal transaction pursuant to § 14 BGB (German Civil Code), the services designated on the order page, in particular those for accounting support.

2. Conclusion of contract, right of withdrawal


2.1 The contract shall be concluded in the case of a monthly or annual package by the Customer completing the order form (offer) on the order page of Candis.

2.2 In case of an individual package, it shall be prepared and sent to the Customer by Candis after filling in the order form. The contract is then concluded when the customer approves the package in writing (email is sufficient) (offer) and Candis accepts this offer through a written confirmation (email is sufficient).

3. Providing the Service, Scope of Use and Restrictions on Use


3.1 Provision of the Service: Candis shall provide the Customer with the software named on the order page (the combination of modules specifically named in the order form) (hereinafter "Software") via online access for the duration of the Software subscription. Candis grants to the Customer concurrently against payment of the usage fee by the Customer a non-exclusive, non-transferable right, limited in time to the term of this Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

Agreement, to access the Software and the related documentation (the Software and the Documentation collectively referred to as the "Material") in accordance with these GTC and the specifications of the Documentation and without prejudice to the mandatory statutory provisions in accordance with the scope of use specified on the order page by means of the log-in data sent by Candis and to use it for its own business purposes in accordance with the foregoing. The Customer shall be entitled to allow employees of affiliated companies pursuant to §§ 15 ff. AktG (German Stock Corporation Act) to access the software. Candis undertakes to ensure constant accessibility of the servers.

3.2 Scope of use and functionalities: Subject to the provisions of this Agreement (in particular the information on the order page), the Customer shall be entitled to use the Material to the extent specified on the order page (subscription period, modules, number of Users) for its own purposes, including the provision of advice to its customers. The Customer shall ensure that the use of the Material is exclusively made by the employee(s) or employee(s) ("User(s)") who are authorized to use the services of Candis pursuant to Section 5.1 of these GTCs. The scope of use results for the combination of modules named on the order page with the functionalities described in the documentation.

3.3 Restriction of use: The customer undertakes to use the software in accordance with the contract and neither to pass it on to third parties (persons other than the users pursuant to clause 5.1) nor to make it accessible to third parties in any other way. The Customer is not entitled to reverse engineer, decompile, disassemble, modify, duplicate or use any part of the Software to create a separate application. Customer agrees (i) except as expressly permitted in this Agreement, not to modify, copy, use or create derivative works of the Software in any manner (ii) not to attempt to circumvent, disable or defeat any technical limitations on use of the Software; (iii) not to transfer, sell, distribute or otherwise dispose of the Software, in whole or in part, to any third party (other than users as defined in Section 5. 1); (iv) not to modify or remove any proprietary notices on the Software; (v) not to use the Software to provide its own time-sharing services, software-as-a-service ("SaaS") offerings, service bureau services, or as part of an application service provider or service offerings. The customer is not entitled to connect the Software with other computer programs. A connection in the named sense does not include playing the Software on an operating system that controls the essential functions of a computer and enables its use. The Software and its components may not be unbundled for use on different computers. In particular, unbundling or repackaging of the Software for distribution, transfer or (re)rental is not permitted. If the Customer violates any of the foregoing provisions, all rights of use granted under the User Agreement shall immediately become invalid and shall automatically revert Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

to Candis. Candis shall be entitled to block access to the software. In any case, the customer shall immediately and completely discontinue the use of the software. CANDIS shall be entitled to demand from the customer a listing of those persons who actually use the software within the scope of the granted right of use, if circumstances exist which indicate a use of the software by persons other than the authorized users. The customer shall be obligated to compile this listing completely and truthfully without undue delay upon Candis' request and to make it available to Candis. If the Customer fails to properly comply with its obligation to prepare such listing or if the listing is incorrect and/or incomplete, Candis shall be entitled to extraordinarily terminate the respective right of use concerned. Further claims of Candis shall remain unaffected.

3.4 Candis shall be entitled to all industrial property rights existing in the material or in connection therewith. The ownership of the customer or user of data carriers, data storage devices and other hardware shall not be affected by this, nor shall the rights of the customer or user to the invoice data filed and stored in the download file. However, the customer shall ensure that material stored on data carriers, data storage devices or other hardware is completely deleted prior to destruction, sale or other transfer of the data carriers, data storage devices or other hardware. This does not apply to the invoice data of the customer or user stored in the download file.

4. Credit-Card Functionality

4.1 Our partner infinnity financial technologies GmbH, Oberwallstraße 6 (rent24), 10117 Berlin ("Pliant") offers an online platform for connecting physical and virtual credit cards, which contains various functions. As part of our cooperation with Pliant, you have the option of using certain credit card functions via Candis. You will enter into a separate licence agreement with Pliant (subject to a positive outcome of the application review) for the use of the Pliant platform via Candis, incorporating the Pliant Platform Third Party T&Cs for Partner Integrations. Please also note the further information on the cooperation between Pliant and its partners (third party providers) for the issuance of the Pliant cards and the credit card processing account as well as on the validity of the third party provider GTC in section 3 of the Pliant platform third party user GTC [LINK TO GTC] for partner integrations.

4.2 Candisshall also provide you with credit card functions for the management of credit cards and bookings in the Candis software. In particular, the display of all transactions made in real time (including all exchange rates used and the respective transaction amount after currency conversion) as well as the support of accounting and other financial processes.

4.3 You will also have access to the Pliant platform, which contains various functions for managing and controlling your Pliant cards and transactions, such as:

4.3.1 The management of individual Pliant cards (in particular their allocation to card users, setting of limits and terms, activation of certain expenses);

4.3.2 Monthly statements with e-mail notification service about the existence of a new statement as well as about the collection of monthly or, if applicable, more frequent (e.g. daily) payments in connection with the monthly statements on behalf of the partner bank and the issuer.

5. Duties of Candis

5.1 Candis digitizes invoice documents in preparation for digitized accounting. A detailed service description can be found at www.candis.io/funktionen. During digitization, transmission errors cannot be ruled out despite the use of state-of-the-art technologies.

5.2 Candis shall accept data transmitted by the Customer and User in accordance with Clause 4.1, digitize the data required for a payment and make them available to the Customer in digitized form as a data record within the framework of server-based software in accordance with Clause 3. A separate data record shall be created for each invoice document. The customer has the option and, if necessary, the obligation (cf. Section 5.2) to add to or change the data record immediately. It shall be incumbent upon the Customer to ensure the correctness of the contents read out before executing a transfer, even if a manual check of the contents read out has been carried out by Candis.

5.3 The Customer is aware that Candis shall process the data provided only in accordance with the provisions of this Agreement and shall in no case verify or modify them in any way, legally or otherwise, in particular with regard to tax aspects. Such verification shall be the sole responsibility of the Customer or third parties commissioned by the Customer.

6. Duties and obligations of the customer


6.1 The Customer shall be obliged to inform Candis which employees or staff members are authorized to use the services of Candis as Users. Candis shall not be obliged to receive or process data from persons other than the aforementioned. For detailed information on notification, please contact Candis Support.

6.2 In addition, the customer has the following duties and obligations in particular: Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

a) The Customer shall be obliged to ensure that the input and transmission of data is proper, complete and truthful. b) The Customer shall be obligated to ensure that the services provided by Candis are not misused and that the national and international copyrights and trademark, patent, name and label rights as well as other industrial property rights and personal rights of third parties are observed. c) The customer is obliged to inform the users in due time before the start of the use about the details of this contract, in particular about the rights and obligations according to this contract. This shall apply in particular with regard to the obligation under Section 5.2 f). d) The Customer shall be obliged to ensure that, if it allows data of third parties (employees, customers of the Customer, etc.) to be read out by Candis, such use shall not be made without the consent of such third party, to the extent that this is required by law. e) The Customer shall be obliged to notify Candis immediately of any malfunctions of the server-based software provided by Candis After submission of a malfunction report, the expenses incurred by Candis due to the inspection of its technical equipment shall be reimbursed if there was no malfunction of the technical equipment of Candis and the customer could have detected this in the course of reasonable troubleshooting. f) Insofar as the Customer collects, processes or uses personal data within the scope of the use of the services of Candis and no statutory permissible circumstance intervenes, the necessary consent of the respective person concerned shall be obtained. g) Personal access data (password and passwords) may not be disclosed to third parties and shall be kept protected from access by third parties. For security reasons, they must be changed before initial use and at regular intervals thereafter. If there is reason to suspect that unauthorized persons have obtained knowledge of the access data, the Customer shall notify Candis thereof without delay and shall change the access data without delay. On PC, USB stick and CD-ROM, the access data may only be stored in encrypted form. h) If Candis is to process sensitive data within the meaning of § 3 para. 9 of the Federal Data Protection Act, the Customer shall inform Candis thereof in writing without undue delay. i) Candis shall digitize the invoice documents in preparation for digitized accounting. A detailed service description can be found at www.candis.io/funktionen. During digitization, Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

transmission errors cannot be excluded despite the use of state-of-the-art technologies. The customer is therefore responsible for checking the digitized invoice documents before making a payment. j) The Customer declares that all actions and declarations of third parties are available which are required for the provision of Candis' service according to the Federal Data Protection Act and other legal regulations, in particular, but not limited to, those according to clause 5.2 (f) of these GTC.

7. Data protection; Data Protection Addendum


7.1 The Customer is aware that Candis will use the data transmitted to it in an anonymous manner and in accordance with the applicable data protection law, in particular for the purpose of optimizing Candis products, subject to the prior consent of the respective User. A disclosure to third parties cooperating with Candis shall only take place in accordance with clauses 6.2 and 6.3. A transfer to uninvolved third parties does not take place. Further details can be found in the Candis data protection declaration at www.candis.io/datenschutz.

7.2 Candis uses external service providers to implement the service, in particular to digitize the invoice documents and to synchronize the customer's bank accounts and payment services in real time. Contract data processing agreements in accordance with the requirements of the Federal Data Protection Act have been concluded with these service providers. These shall be presented to the customer upon request.

7.3 Insofar as Candis accepts data from the Customer or the User, stores it, digitizes it and makes it available to the Customer and the User in digitized form as a data record within the scope of a server-based software pursuant to Section 5, this shall constitute commissioned data processing on behalf of the Customer. The obligations incumbent on the parties in this respect are specified in the order data processing agreement attached as an annex.

8. Term and termination of the contract; termination of the contract; data retention and deletion


8.1 The term of the contract and the period of notice for ordinary termination shall result from the conclusion of the subscription on the Candis order page. The notice period for monthly payment is 4 weeks to the end of the month. The notice period for annual payment shall be 2 months to the end of the annual package. Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

8.2 The right to terminate for good cause shall remain unaffected. Good cause shall be deemed to exist for Candis in particular in cases in which the Customer substantially violates the obligations incumbent upon it pursuant to Section 5 of these GTCs or the Customer is in default with the payment of the remuneration for more than four weeks from the due date.

8.3 Upon receipt of the notice of termination, the Customer shall be given the opportunity to download the contents and documents posted by it on the Candis Platform onto its own data carrier for a period of six weeks or - should this be later - until the contract termination date. The customer gives his agreement that the stored contents and documents will be deleted by Candis thereafter. If the six weeks are not sufficient for the customer to save his data, the customer may request extensions of one month each from Candis in writing (email is sufficient), in which case the agreed monthly fee shall be due in each case. As soon as the Customer no longer wishes to retain the data, he may notify Candis in writing (email will suffice) at any time after the notice of termination. The customer shall instruct Candis that the stored contents and documents shall thereafter be deleted by Candis.

9. Warranty; Obligations of the Customer to Cooperate


9.1 In the event of the presence of defective material, the Customer shall be entitled to first demand elimination of the defect and, if the elimination of the defect has not taken place within four weeks after notification, to a reasonable reduction of the usage fee for the duration of the presence of the defect.

9.2 Candis does not warrant that the Software is free from defects, errors, bugs and temporary server failures despite the greatest possible care.

9.3 The Customer shall be obliged to provide Candis with verifiable documentation and information on the nature and occurrence of deviations from the performance description of the Software and to cooperate in the containment and identification of errors and sources of errors.

10. Liability


10.1 Candis shall be liable without limitation in case of intent or gross negligence as well as in case of absence of a guaranteed characteristic for all damages attributable thereto.

10.2 In case of slight negligence, Candis shall be liable without limitation in case of injury to life, body and health. Apart from that, Candis shall only be liable in case of slight negligence if an obligation is violated, the fulfillment of which enables the proper execution of the Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

contract in the first place, the violation of which endangers the achievement of the purpose of the contract and the compliance with which the Customer may regularly rely on (cardinal obligation). In the event of a breach of a cardinal obligation, the liability shall be limited to the typical contractual foreseeable damage. This also applies to lost profits and savings. Liability for other remote consequential harm caused by a defect is excluded.

10.3 Liability under the provisions of the Product Liability Act shall remain unaffected.

10.4 Notwithstanding the provisions of this paragraph, Candis shall not be liable for any damage incurred by the Customer as a result of the Customer's failure to comply with its duty to inspect the goods pursuant to Section 5.2 i).

10.5 Candis shall be liable for the loss of data only up to the amount that would have been incurred to restore the data had it been properly and regularly backed up.

10.6 The Customer shall be liable for all breaches of duty by its Users as well as other third parties who commit breaches of duty in the sphere controllable by the Customer, unless it proves that it is not responsible for the breaches of duty.

10.7 Both parties shall indemnify and hold each other harmless from and against any and all claims of third parties based on an unlawful use of the services of the other party or made with its approval or arising in particular from data protection, copyright or other legal disputes connected with the use of the services of Candis or the documents brought in by the Customer. If the Customer or Candis recognizes, or if the Customer/Candis must recognize, that such a violation is imminent, the obligation shall exist to inform the other party without delay.

10.8 To the extent that Candis' liability is excluded, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents as well as to Candis' liability for their conduct. 11. Industrial property rights and copyrights; defects of title


11.1 Unless otherwise agreed, Candis shall be obliged to provide the delivery free of third party industrial property rights and copyrights (hereinafter: property rights) only in the country of the place of delivery. If a third party raises justified claims against the Customer due to the infringement of Intellectual Property Rights by Supplies provided by the Supplier in accordance with the contract, Candis shall be liable to the Customer as follows: Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

11.2 Candis shall, at its option and at its expense, either obtain a right of use for the Supplies concerned, modify them in such a way that the property right is not infringed, or replace them, if and to the extent that the functionality of the software owed is not substantially impaired thereby. If this is not possible for Candis under reasonable conditions or if Candis' supplementary performance fails within a reasonable grace period set by the Customer, the Customer may rescind the contract or reduce the purchase price under the statutory conditions.

11.3 Candis' obligation to pay damages shall be governed by Section 9 of these GTC.

11.4 The aforementioned obligations of Candis shall only exist to the extent that the Customer immediately notifies Candis in text form of the claims asserted by the third party, does not acknowledge an infringement and Candis reserves the right to all defensive measures and settlement negotiations; in this context, the Customer shall Candis to grant all powers of attorney and authority necessary to defend the software against the asserted rights of third parties. If the customer discontinues the use of the delivery for reasons of mitigation of damages or other important reasons, it shall be obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgement of an infringement of property rights.

11.5 Claims of the customer shall be excluded if the customer is responsible for the infringement of the property right.

11.6 Claims of the customer shall also be excluded if the infringement of the property right is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is modified by the customer.

11.7 Candis reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings, manuals and other documents (hereinafter: Documents). The Documents may only be made accessible to third parties with the prior consent of Candis and, if the order is not placed with Candis, shall be returned to Candis without undue delay upon request.

11.8 In the event of other defects of title, the provisions of Section 8 of these GTC (Warranty for Defects in Quality) shall apply accordingly. In this case, the customer shall be entitled to terminate the contract. Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

11.9 Further or other claims of the Customer against Candis and its vicarious agents due to a defect of title than those regulated in this Section 10 shall be excluded.

12. Secrecy


12.1 The Customer shall protect the Software from unauthorized access or access by third parties and shall ensure that no copy, publication or other form of disclosure of the material (including the Software), in whole or in part, is made unless permitted under the User Agreement. An exception with respect to the Software exists if permitted under the User Agreement. Customer acknowledges that the Material contains valuable confidential information and trade secrets and that unauthorized use and/or unauthorized copying thereof may constitute damage to the other party.

12.2 The customer undertakes towards Candis to keep secret all confidential information which became or will become known to it in the run-up to and/or in the course of the execution of this Agreement, in particular to avoid any access to such information by third parties. Both parties shall oblige all users, staff and employees authorized by them, insofar as they are not already obliged to do so on the basis of their employment contract, to maintain secrecy to the extent defined herein.

12.3 Confidential in the sense of this agreement is all information which is marked as such to a party or whose confidentiality results from the circumstances.

12.4 The confidentiality obligation under Section 11.2 above shall not apply to Confidential Information (I) that is already in the public domain or in the public domain at the time the Customer becomes aware of it or becomes aware of it without a breach of this confidentiality obligation, (II) that is disclosed to the Receiving Party by a third party without a breach of a confidentiality obligation to the disclosing party, (III) developed independently of these agreements by the receiving party, or (IV) if and to the extent the Confidential Information is required to be disclosed pursuant to an enforceable governmental or court order and the receiving party has notified the other party promptly after becoming aware of the disclosure obligation and has given the other party an opportunity to oppose the disclosure.

13. Other Conditions


13.1 German law shall apply. The place of jurisdiction for all disputes arising from or in connection with this Agreement shall be the registered office of Candis in Berlin. Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

13.2 The Customer may transfer the rights and obligations under this Agreement to a third party only with the prior written consent of Candis. Should CCandis transfer rights and obligations under this contract to a third party, the Client shall be entitled to terminate the contract.

13.3 The Provider shall remain entitled to amend these GTC for the future. Any changes made shall be communicated to the Customer in writing (e-mail is sufficient). The amendments shall become effective when the Client confirms them in writing to Candis. If the Customer objects to the amendments to these GTC, both the Providers and the Customer may terminate the agreement affected by the amendment in an extraordinary manner and in due form.

13.4 The Client's general terms and conditions shall not form part of the contract, even if they have not been expressly objected to in detail. Status: September 2022 For Contractor Date, Place Company Name, role Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 For Client Date, Place Company Name, role Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

Signature Signature Geschäftsführung: Christian Ritosek Registergericht: Berlin-Charlottenburg Registernummer: HRB 168078
USt-IdNr.: DE300859729 , Steuer-Nr.: 30/249/51455 Bankverbindung: Berliner Sparkasse IBAN: DE83 1005 0000 0190 4294 45 BIC: BELADEBEXXX

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