General terms and conditions of Candis GmbH for the domain candis.io and all associated subpages and services

1. Preamble
   These General Terms and Conditions, including the associated annexes ("GTC"), conclusively govern the contractual relationship between Candis GmbH ("Candis") and the contractual partner ("Client") designated in the payment portal with regard to the Candis services specified therein. Other contracts, in particular the Client's General Terms and Conditions, do not apply.
   Candis exclusively offers companies, tax consultants and all other natural or legal persons or partnerships with legal capacity who, in accordance with Section 14 of the German Civil Code (BGB), are acting in the exercise of their commercial or independent professional activity when concluding a legal transaction, the services designated on the order page, in particular those for accounting support.

2. Conclusion of contract, right of withdrawal
   2.1 In the case of a monthly or annual package, the contract is concluded by the Client filling in the order form (offer) on the Candis order page.
   2.2 In the case of an individual package, this will be created and sent to the client by Candis after the order form has been completed. The contract is then concluded when the client approves the package in writing (email is sufficient) (offer) and Candis accepts this offer by means of a written confirmation (email is sufficient).
   2.3 The Client undertakes to comply with the monthly or annual package volume agreements. If the volume is exceeded, the client must actively communicate this to Candis. Documents processed in excess of the package volume will be invoiced to the client at a rate of EUR 1.50 per document at the end of the respective period.

3. Provision of the service, scope of use and restrictions on use
   3.1 Provision of the service: Candis provides the customer with the software named on the order page (the combination of modules specifically mentioned in the order form) (hereinafter “software”) via online access for the duration of the software subscription. Upon payment of the usage fee by the customer, Candis grants the customer a non-exclusive, non-transferable right, limited to the term of this agreement, to the software and the associated documentation (the software and the documentation together as “Material “) in accordance with these General Terms and Conditions and the information in the documentation and without prejudice to the mandatory legal regulations in accordance with the scope of use specified on the order page using the log-in data sent by Candis and to use it for your own business purposes in accordance with the above provisions. Candis undertakes to ensure that the servers are always accessible. 3.2 Scope of use and functionalities: Subject to the provisions of this contract (in particular the information on the order page), the customer is entitled to use the material to the extent specified on the order page (subscription period, modules, number of users) for his own purposes, including advising his customers to use. The customer must ensure that the material is used exclusively by the employee(s) (“User”) who is entitled to use the services of Candis in accordance with Section 5.1 of these Terms and Conditions. The scope of use results from the combination of modules specified 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 according to section 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, reproduce or use any part of the software to create a separate application. The customer undertakes (i) to the extent not expressly permitted in this contract not to modify, copy, use or create derivative works from the software in any way (ii) not to attempt to impose technical restrictions on use of the software circumvent, disable or thwart; (iii) not to transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Software, in whole or in part, to any third party (other than the Users referred to in Section 5.1); (iv) not to change or remove any proprietary rights notices from the Software; (v) not to use the Software to provide your own time-sharing services, Software-as-a-Service (“SaaS”) offerings, service bureau services or as part of an application service provider or service offering. The customer is not authorized to connect the software with other computer programs. Playing the software on an operating system that controls the essential functions of a computer and enables their use is not considered a connection in the sense mentioned. The Software and its components may not be unbundled for use on different computers. In particular, unbundling or repackaging the software for distribution, transfer or (sub)rental is not permitted. If the customer violates one of the above provisions, all usage rights granted under the user agreement become immediately ineffective and automatically revert to Candis. Candis is entitled to block access to the software. In any case, the customer must immediately and completely stop using the software. If there are circumstances that suggest that the software is being used by others other than authorized users, Candis is entitled to request from the customer a list of those people who actually use the software within the scope of the granted right of use. The customer is obliged to create this list completely and truthfully immediately upon Candis' request and to make it available to Candis. If the customer does not properly fulfill his obligation to create such a list or if the list is incorrect and/or incomplete, Candis is entitled to extraordinarily terminate the affected right of use. Candis’ further claims remain unaffected. 3.4 Candis is entitled to all existing or related industrial property rights to the material. This does not affect the customer's or user's ownership of data carriers, data storage devices and other hardware, nor does the customer's or user's rights to the invoice data stored in the download file. However, the customer will ensure that any material stored therein is completely deleted before the data carriers, data storage devices or other hardware are destroyed, sold or otherwise passed on. This does not apply to the customer's or user's billing data stored in the download file. ‍

4. Duties of Candis
   4.1 Candis digitizes the invoice documents in preparation for digitized accounting. A detailed description of services can be found at www.candis.io/produkttour. Despite using the most modern technologies, transmission errors cannot be ruled out during digitalization. 4.2 Candis accepts data sent by the customer and user in accordance with the contract in accordance with Section 4.1, digitizes the data required for payment and makes it available to the customer in digitalized form as a data record within the framework of server-based software in accordance with Section 3. A separate data record is created for each invoice document. The customer has the option and, if necessary, the obligation (see Section 5.2) to add or change the data record immediately. It is the customer's responsibility to ensure the accuracy of the content read before executing a transfer, even if Candis carries out a manual check 4.3 The customer is aware that Candis only processes the data provided in accordance with the provisions of this contract and in no case checks it legally or in any other way, in particular with regard to tax aspects, or in any way on its own initiative changed. A corresponding check is the sole responsibility of the customer or third parties commissioned by the customer

5. Duties and obligations of the customer
   5.1 The customer is obliged to inform Candis which employees are authorized to use Candis' services as users. Candis is not obliged to accept or process data from persons other than those mentioned. You can obtain detailed information about the notification from Candis Support. 5.2 The customer also has the following duties and obligations in particular: a) The customer is obliged to ensure that the data is entered and transmitted correctly, completely and truthfully. b) The customer is obliged to ensure that the services provided by Candis are not misused and that national and international copyrights, trademarks, patents, name and trademark rights as well as other industrial property rights and Personal rights of third parties are respected. c) The customer is obliged to inform the users in good time before the start of use about the details of this contract, in particular about the rights and obligations in accordance with this contract. This applies in particular with regard to the obligation under Section 5.2 f). d) The customer is obliged to ensure that if he allows data from third parties (employees, customers of the customer, etc.) to be read by Candis, such use is not carried out without the consent of this third party, insofar as this is required by law. e) The customer is obliged to immediately notify Candis of any disruptions to the server-based software provided by Candis. After submitting a fault report, the expenses incurred by Candis in checking its technical equipment must be reimbursed if there was no fault in Candis' technical equipment and the customer could have recognized this through reasonable troubleshooting. f) If the customer collects, processes or uses personal data as part of the use of Candis' services and no legal permission applies, the necessary consent must be obtained from the person concerned. g) Personal access data (password and password) may not be passed on to third parties and must be kept protected from access by third parties. For safety reasons, they must be changed before initial use and then at regular intervals. If there is reason to suspect that unauthorized persons have gained knowledge of the access data, the customer must inform Candis immediately and change the access data immediately. The access data may only be saved in encrypted form on the PC, USB stick and CD-ROM. h) If sensitive data is to be processed by Candis within the meaning of Section 3 Paragraph 9 of the Federal Data Protection Act, the customer must inform Candis of this immediately in writing. i) Candis digitizes the invoice documents in preparation for digitized accounting. Despite using the most modern technologies, transmission errors cannot be ruled out during digitalization. The customer is therefore responsible for checking the digitized invoice documents before making a payment. j) The customer declares that all actions and declarations by third parties are present that are required for the provision of Candis' service in accordance with the Federal Data Protection Act and other legal regulations, in particular but not only those in accordance with Section 5.2 (f) of these General Terms and Conditions. ‍

6. Data protection; Order data agreement
   6.1 The customer is aware that Candis anonymizes the data transmitted to him with the prior consent of the respective user and further uses them in accordance with applicable data protection law, in particular to optimize the Candis products. Data will only be passed on to third parties working with Candis in accordance with sections 6.2 and 6.3. It will not be passed on to uninvolved third parties. Further information can be found in the Candis data protection declaration at www.candis.io/datenschutz 6.2 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, Candis uses external service providers. Order data processing agreements were concluded with these in accordance with the requirements of the Federal Data Protection Act. 6.3 If Candis receives 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 as part of server-based software in accordance with Section 5, this is contract 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 appendix. ‍

7. Contract term and termination; termination of the contract; Data retention and deletion
   7.1 The contract term and the billing cycle result from the conclusion of the subscription on the Candis order page. The deadline for regular termination of packages with an annual basic price is 2 months from the end of the billing cycle. The deadline for regular termination of packages with a monthly basic price is 4 weeks to the end of the calendar month. 7.2 The right to terminate for good cause remains unaffected. An important reason for Candis is given in particular in cases in which the customer significantly violates the obligations incumbent upon him in accordance with Section 5 of these General Terms and Conditions or the customer is in arrears with the payment of the remuneration by more than four weeks from the due date. 7.3 From the date of receipt of the notice of termination, the customer will have the opportunity to download the content and documents he has posted on the Candis platform onto his own data storage medium for a period of six weeks or - should this be later - until the date of termination of the contract. The customer agrees that the stored content and documents will then be deleted by Candis. If the six weeks are not enough for the customer to secure his data, the customer can apply to Candis in writing (email is sufficient) for extensions of one month each, in which case the agreed monthly fee will be due. As soon as the customer no longer wishes to be stored, he or she can inform Candis of this in writing (email is sufficient) at any time after the notice of termination. The customer agrees that the stored content and documents will then be deleted by Candis. ‍

8. Warranty; The customer's obligation to cooperate
   8.1 If there is defective material, the customer is entitled to first request that the error be corrected and, if the error has not been corrected within four weeks of notification, to a reasonable reduction in the usage fee for the duration of the error's existence. 8.2 Candis gives no guarantee that the software is free from defects, errors, bugs and temporary server failures despite the greatest possible care. 8.3 The customer is obliged to provide Candis with verifiable documents and information about the nature and occurrence of deviations from the software's service description and to help limit and identify errors and sources of errors. ‍

9. Liability
   9.1 Candis is liable without limitation for all resulting damages in the event of intent or gross negligence as well as in the absence of a guaranteed feature. 9.2 In the event of slight negligence, Candis is liable without limitation in the event of injury to life, limb or health. Furthermore, Candis is only liable for slight negligence if an obligation is violated, the fulfillment of which is essential for the proper execution of the contract, the violation of which endangers the achievement of the purpose of the contract and on whose compliance the customer can regularly rely (cardinal obligation). In the event of a breach of a cardinal obligation, liability is limited to the foreseeable damage typical of the contract. This also applies to lost profits and savings. Liability for other remote consequential damage is excluded. 9.3 Liability according to the provisions of the Product Liability Act remains unaffected. 9.4 Without prejudice to the provisions of this paragraph, Candis is not liable for damages that arise to the customer as a result of his failure to comply with his inspection obligation in accordance with Section 5.2 i). 9.5 Candis is only liable for the loss of data up to the amount that would have been incurred if the data had been properly and regularly backed up to restore it. 9.6 The customer is liable for all breaches of duty by its users and other third parties who commit breaches of duty in the sphere within the control of the customer, unless the customer can prove that they are not responsible for the breaches of duty. 9.7 Candis is to be indemnified from all third-party claims that are based on the unlawful use of Candis's services by the customer or are made with the customer's approval or that arise in particular from data protection, copyright or other legal disputes associated with the use of Candis's services are. If the customer recognizes or must recognize that such a violation is imminent, he is obliged to inform Candis immediately. 9.8 To the extent that Candis' liability is excluded, this also applies to the personal liability of employees, employees, employees, representatives and vicarious agents as well as to Candis' liability for their conduct. ‍

10. Industrial property rights and copyrights; Legal defects
    10.1 Unless otherwise agreed, Candis is obliged to provide delivery only in the country of the place of delivery, free of third-party industrial property rights and copyrights (hereinafter: property rights). If a third party raises legitimate claims against the customer due to the violation of property rights through deliveries made by the provider and used in accordance with the contract, Candis is liable to the customer as follows: 10.2 Candis will, at its discretion, either obtain a right of use for the deliveries in question at its own expense change it so that the property right is not violated, or replace it if and to the extent that this does not significantly impair the functionality of the software. If this is not possible for Candis under reasonable conditions or if Candis' subsequent performance fails within a reasonable grace period set by the customer, the customer can withdraw from the contract or reduce the amount under the legal requirements. 10.3 Candis' obligation to pay compensation is governed by Section 9 of these General Terms and Conditions. 10.4 Candis' obligations mentioned above only exist if the customer immediately informs Candis in writing about the claims asserted by the third party, does not acknowledge a violation and Candis reserves the right to take all defensive measures and settlement negotiations; In this context, the customer must grant Candis all authorizations and powers that are necessary to defend the software against the asserted rights of third parties. If the customer stops using the delivery for damage reduction or other important reasons, he is obliged to point out to the third party that the cessation of use does not imply an acknowledgment of an infringement of intellectual property rights. 10.5 Claims by the customer are excluded if he is responsible for the infringement of property rights. 10.6 Claims by the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application that was not foreseeable by the provider or by the delivery being changed by the customer. 10.7 Candis reserves unrestricted ownership 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 given to Candis, they must be returned to Candis immediately upon request. 10.8 If there are other legal defects, the provisions in Section 8 of these General Terms and Conditions (Warranty for Material Defects) apply accordingly. 10.9 Further claims or claims by the customer against Candis and its vicarious agents other than those regulated in this Section 10 due to a legal defect are excluded. ‍

11. Confidentiality
    11.1 The customer is obliged to protect the software from unauthorized access or access by third parties and must ensure that no copying, publication or other form of disclosure of the material (including the software), in whole or in part, takes place unless , this is permitted according to the user agreement. Customer acknowledges that the Material, including the Software, contains valuable confidential information and trade secrets and that unauthorized use and/or copies thereof may cause damage to Candis. 11.2 The customer undertakes to Candis to keep secret all confidential information that became or becomes known to him in advance and/or as part of the execution of this agreement, in particular to avoid any access by third parties to this information. The customer must oblige all authorized users, employees and employees, unless they are already obliged to do so based on their employment contract, to maintain secrecy to the extent defined here. 11.3 Confidential within the meaning of this agreement is all information that is marked as such by Candis or whose confidentiality arises from the circumstances. 11.4 The obligation of secrecy in accordance with Section 11.2 above does not apply to confidential information (i) that is already obvious or generally known at the time the customer becomes aware of it or that becomes known without a breach of this confidentiality obligation, (ii) that is provided to the customer by a third party without a breach of a confidentiality obligation towards Candis, (iii) which were developed by the customer independently of these agreements or (iv) if and to the extent that the confidential information is to be released due to an enforceable official or court order and the customer immediately submits this to Candis knowledge of the disclosure obligation and given the opportunity to take action against the disclosure. ‍

12. Other requirements
    12.1 German law applies. The place of jurisdiction for all disputes arising from or in connection with this contract is Candis' headquarters in Berlin. 12.2 The customer can only transfer the rights and obligations under this contract to a third party with the prior written consent of Candis. 12.3 The provider remains entitled to change these terms and conditions in the future. Any changes made must be communicated to the customer in writing (email is sufficient). The changes will become effective unless the customer has objected to them in writing to Candis within four (4) weeks of receipt of the notification in accordance with sentence 2. In the written communication in accordance with sentence 2, the provider once again expressly informs the customer of the meaning and legal consequences of remaining silent. If the customer objects to the changes to these General Terms and Conditions, both the providers and the customer can terminate the agreement affected by the change in an extraordinarily formal manner. 12.4 The customer's general terms and conditions are not part of the contract, even if they have not been expressly contradicted in detail.

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Status: November 2021