General Terms and Conditions

1. Definitions and Interpretation

In addition to the definitions contained in the body of these GTC, the following definitions apply:

"Affiliates" means any natural or legal person or other entity that is currently or in the future, directly or indirectly, controlled by a party or under common control with a party. For the purposes of this definition, "control" means (a) with respect to a company, the direct or indirect ownership of fifty percent (50%) or more of the voting rights to elect that company's directors, and (b) with respect to any other entity, the power to direct the management of such entity.

"Contract" means a written agreement concluded between step3IT and the Company under these GTC for the provision of licenses or services. A services contract describes the services, requirements, and deliverables. Examples of a Contract include a Statement of Work, a cloud services agreement, or another agreement for managed services, cloud services, or professional services. "Deliverables" means all tangible outputs of the services created by step3IT exclusively for the Company and specified in a Contract. Deliverables may include data, reports, and specifications.

"EULA" means the applicable end-user license agreement, the Product Usage Rights ("PUR") agreement with a customer, or another license agreement between a licensor and the Company (e.g. a cloud services agreement between Microsoft and a customer), as well as the then-applicable standard terms for cloud, maintenance, and/or support services of the software in their respective current version.

"Intellectual Property Rights" means patents, rights in inventions, copyrights, software, trademarks, trade names, service marks, logos, trade secrets, confidential information, compilations, diagrams, layouts, semiconductor topography rights, know-how, database rights, design rights, methods, processes, formulas, rights of use, and other registered or unregistered proprietary rights and privileges, together with all improvements, modifications, extensions, and derivative works of the foregoing, as well as all similar or comparable rights or forms of protection that now exist or may in future exist anywhere in the world.

"Know-How" means ideas, concepts, know-how, skills, methods, and techniques, regardless of whether these were owned by step3IT before these GTC came into effect or are developed, modified, improved, or refined by step3IT in the course of performing the services.

"Licenses" means the specific privileges granted by a licensor to the Company to use the respective licensed software product, regardless of whether the software is installed on-premises or used as a cloud service. Licenses to be delivered or provided under these GTC are set out in the respective offers, orders, and order confirmations of step3IT and the Company, and may include, as applicable, time-limited usage rights (e.g. subscriptions, cloud services), updates and upgrades, patches, and other changes offered by the licensor under the EULA.

"Licensor" means the legal entity that owns the intellectual property rights transferred with the Licenses and consequently has the authority to establish the end-user license agreement ("EULA"), the product terms ("PT"), or other terms for the use of the Licenses.

"Order Confirmation" means the binding acceptance by step3IT of an order from the Company, containing details of the Licenses, the price, and other terms agreed by the parties. For the avoidance of doubt, an automatically generated response from step3IT that does not specify details of the license(s), the price, and other applicable terms is not sufficient, and an order from the Company alone does not constitute a valid Order Confirmation.

"Personal Data" has the same meaning as the term "personal data" in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).

"Sanctions Rules" means all applicable laws, regulations, rules, and requirements relating to trade, financial, or economic sanctions or embargoes, including any sanctions or embargoes enforced by the US government (including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations), the European Union, or a member state of the European Union, as well as all applicable import, export, or re-export controls and all end-user, end-use, and destination restrictions of the US and other governments that apply to the other party's materials or to the use, transfer, import, export, or re-export of products licensed or distributed under the Contract.

"Services" means the services to be provided by step3IT under these GTC and the respective Contract.

"step3IT" means the step3IT entity named in an Order Confirmation or a Contract.

"step3IT IP" means the intellectual property rights (IP) and Know-How of step3IT.

Unless otherwise confirmed in writing by step3IT, all Licenses and Services are provided under these GTC and to the exclusion of all other terms specified in, or referred to in, documents or other communications used by the Company before or at the time the Contract is concluded. These GTC apply to every Contract. In the event of a conflict between the GTC and a Contract, the GTC shall prevail, unless all of the following apply: (i) the Contract clearly identifies the applicable clause of the GTC that is subject to amendment; and (ii) the Contract clearly states that such provision in the Contract replaces the conflicting or inconsistent provision in the GTC. Any other attempt to amend or supplement these GTC shall be invalid and without effect. Any amendments to these GTC contained in a Contract are effective only in relation to that particular Contract and do not amend the GTC for any other purpose. These GTC may only be amended by a written document signed by all parties.

2. Scope

These GTC apply to all contracts, deliveries, and services of step3IT GmbH ("step3IT") and its affiliated companies, in particular for IT services, the supply of hardware and software, consulting, training, maintenance, license procurement, and cloud solutions. Deviating terms apply only upon written confirmation by step3IT. Consumers receive separate notices regarding their right of withdrawal.

3. Subject Matter of the Contract

The subject matter of the Contract is the provision of standardized or individual IT services. Type, scope, and remuneration result from separate agreements (e.g. Statement of Work, SLA, license agreement). Unless otherwise agreed, step3IT does not owe a particular result, but the agreed service. For software or cloud deliveries, the license terms of the respective provider apply (e.g. EULA, PUR). step3IT may act as an intermediary for the license or subscription agreement.

4. Conclusion of Contract / Offers

All offers are subject to change without notice. A contract is concluded through written confirmation, a signed order, or the commencement of performance. Oral side agreements require written confirmation.

5. Contract Term and Termination

Unless otherwise agreed in the respective Contract, the Contract is concluded for an indefinite period. It may be terminated in writing by either party with three months' notice to the end of a month. Fixed-term SaaS/cloud contracts are automatically renewed for a further 12 months each, unless terminated with one month's notice before expiry. The right to extraordinary termination for good cause remains unaffected.

6. Delivery / Passing of Risk

Delivery dates are non-binding unless fixed in writing. Delivery may be made digitally (e.g. by download/link) or physically. Risk passes to the customer upon dispatch. Transport insurance is arranged only at the customer's written request and expense.

7. Customer's Duty to Cooperate

The customer shall provide all information, access, contact persons, and, if applicable, infrastructure necessary for the performance of the services. Failure to cooperate may impair performance and deadlines.

8. Use of Subcontractors

step3IT is entitled to use subcontractors to fulfil its contractual obligations. Responsibility for the proper performance of the services remains with step3IT. Where necessary, the customer will be informed in advance of material subcontractors.

9. Payment Terms

All prices are net, plus statutory VAT. Invoices are payable within 10 working days. Delays of more than 14 days may result in the suspension of services. step3IT reserves title to goods and IP usage rights until payment has been received in full.

10. Contractual Penalty / Liquidated Damages

If the customer is in default of payment or culpably breaches its duties to cooperate, step3IT is entitled to claim liquidated damages amounting to 5% of the net order value. Proof of greater damage remains reserved. The customer remains entitled to prove that the damage was lower.

11. Retention of Title and Usage Rights

Goods delivered and services provided remain the property of step3IT until payment has been received in full. Upon payment, the customer receives a simple, non-transferable license for internal use.

12. Technical Requirements

The customer is obliged to provide the technical requirements (e.g. hardware, operating system, network connection) defined in the respective service descriptions or contracts. step3IT accepts no responsibility for performance limitations resulting from inadequate infrastructure on the customer's side.

13. Warranty / Defects

The statutory warranty rights apply. A period of 12 months applies vis-à-vis businesses. For third-party software, warranty and support are governed by the respective licensor.

14. Liability – General Liability

Unless otherwise agreed, step3IT GmbH is liable in accordance with statutory provisions for damages caused by intent or gross negligence.

Liability for Ordinary Negligence

In the event of a negligent breach of duty, step3IT GmbH is liable only for the breach of material contractual obligations (so-called cardinal obligations). Cardinal obligations are those whose fulfilment is essential for the proper performance of the Contract in the first place and on whose observance the contracting partner may regularly rely. In such cases, liability is limited in amount to the damage typically foreseeable at the time the Contract was concluded.

Liability for Injury to Life, Body, and Health

Liability for damages arising from injury to life, body, or health remains unaffected by the above limitations of liability and is governed by statutory provisions.

Product Liability and Guarantees

Mandatory statutory liability, in particular under the Product Liability Act, as well as liability arising from the assumption of guarantees, likewise remains unaffected.

Liability of Vicarious Agents

To the extent legally permissible, the above limitations of liability also apply for the benefit of the legal representatives, employees, and vicarious agents of step3IT GmbH, provided they have not acted intentionally or with gross negligence or caused injury to life, body, or health.

Liability for Data Loss

step3IT GmbH is not liable for the loss of data or information insofar as the damage could have been avoided by the customer performing proper and regular data backups. The customer is obliged to carry out a complete and functional data backup before and after any activity performed by step3IT GmbH or its vicarious agents.

Indemnification for Third-Party Claims

The customer shall indemnify step3IT GmbH against all third-party claims to the extent that these exceed the liability under this agreement and are not based on fault on the part of step3IT GmbH.

Force Majeure and Duties to Cooperate

step3IT GmbH is not liable for damages attributable to force majeure, labor disputes, official orders, or other unforeseeable events beyond step3IT GmbH's control. The same applies to delay or consequential damages arising from the customer's omitted or inadequate cooperation.

15. Service Level Agreements (SLA)

Unless otherwise agreed in the Contract or in an SLA, the following standard hours apply to support services: Monday, Wednesday, and Thursday from 9:00 a.m. to 11:00 a.m. (except on statutory public holidays in Schleswig-Holstein). The response time for fault reports is a maximum of 48 hours within support hours.

16. Data Protection / Data Processing

The processing of personal data is carried out in accordance with the GDPR. Where step3IT acts as a data processor, an agreement under Art. 28 GDPR is concluded. Subcontractors may be engaged.

17. Disclosure and Control of Subcontractors (Data Protection)

step3IT will inform the customer, upon request, of subcontractors engaged, insofar as they are entrusted with the processing of personal data as part of a data processing relationship. The customer has the right to inspection and audit in accordance with Art. 28(3)(h) GDPR.

18. Remote Maintenance / IT Security

Remote access is carried out with encrypted transmission and appropriate protective measures in accordance with Art. 32 GDPR.

19. Digital Content / SaaS / Licensing Models

Digital services are subject to Sections 327 et seq. of the German Civil Code (BGB). SaaS/licensing models are generally time-limited and non-transferable. Third-party renewal clauses (e.g. Microsoft) must be observed by the customer.

20. Right of Withdrawal

Consumers have a statutory 14-day right of withdrawal. Instructions on this will be provided separately.

21. Confidentiality

All information must be treated as confidential. This obligation also applies after the end of the Contract. Exceptions apply where there is a statutory duty of disclosure.

22. Compliance and Codes of Conduct

Both parties undertake to comply with all applicable statutory provisions, in particular regarding anti-corruption, export control, anti-money laundering, and competition law. step3IT has implemented internal processes to ensure legally compliant conduct by its employees and subcontractors.

23. Place of Jurisdiction, Place of Performance, Choice of Law

The place of performance and jurisdiction is Neumünster. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Deviations require written form.

24. Contract Language / Interpretation

These GTC are drawn up in the German language. An English translation may be provided for informational purposes. In the event of discrepancies between the language versions, the German version shall prevail.

25. Online Dispute Resolution / Consumer Arbitration

EU platform: https://ec.europa.eu/consumers/odr/. step3IT does not participate in dispute resolution proceedings before a consumer arbitration board.

26. Severability Clause

Should individual provisions be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties undertake to agree on a provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies to any gaps in the Contract.