General Terms and Conditions of UNIDY GmbH

A. Use of ID Solution / Software Services

§ 1 Validity

1. These General Terms and Conditions (GTC) are an integral part of all contractual relations entered into free of charge and against payment between Unidy GmbH as provider of a white label ID solution and connected service modules (together hereinafter: ID solution) and its customers and their sole basis. Conflicting terms and conditions of the customer do not apply even if Unidy does not expressly object to them and/or provides its services without reservation in the knowledge of the customer's terms and conditions.
2. By using the ID solution, the customer affirms that he/she is not a consumer but an entrepreneur and a merchant within the meaning of the German Commercial Code (HGB).
3. For creation services of Unidy GmbH and its clients, the General Terms and Conditions under "II Creation Services" apply.

§ 2 Definitions

"ID Solution" or "Unidy Services" means all services, white-lable ID solutions and connected service modules offered by Unidy and made available on data networks or data carriers.

"Opt-ins" refer to any new active user consent in connection with the ID solution. For example: Both the registration of a user ID and channel opt-ins (e.g. newsletter) or service opt-ins (e.g. ticket shop) count as one opt-in.

§ 3 Conclusion of contract

The contract is concluded when Unidy expressly confirms the booking of a service to the Customer in writing, in text form, e.g. by an offer to be accepted by the Customer, or by displaying a corresponding online dialogue or by unambiguous behaviour (e.g. start of providing the service).

‍§ 4 Services, performances, subject matter of the contract

1. Unidy provides its services to the customer to the extent corresponding to his booked. The establishment and maintenance of the data connection between the systems of the client and the transfer point operated by Unidy is not owed by Unidy.
2. Unidy strives to constantly update and improve its services. If this process requires technical changes to the services associated with Unidy, Unidy will inform the Customer of this circumstance at least four weeks before the date of the change and will provide the Customer with all the necessary information regarding any technical adjustments required on the part of the Customer.

§ 5 Term, termination

The contract term depends on the selected service. This can be terminated at any time at the end of the agreed minimum term; otherwise the contract term is extended in each case by the period corresponding to the agreed minimum term, provided this is a maximum of one year. In the event of a longer minimum term, the contract term shall be extended by one year in each case. The termination can be made by letter, fax, email or, if available, via a corresponding button in the Unidy application.‍

§ 6 Special obligations of the customer

1. The customer is obliged to keep access data to the Unidy services secret and not to communicate them to unauthorised third parties. If the customer has reason to believe that an unauthorised person has obtained knowledge of the access data, the customer is obliged to change his/her access data immediately. The Customer shall be responsible for ensuring that its use of the Services does not impair the functionality of the Services. The Customer shall maintain appropriate security standards for the use of the Services.
2. The customer is obliged to carry out a regular, but at least daily, data backup of all his contents in order to keep the risk of final data loss low.
3. The Customer is obliged to maintain appropriate insurance to cover damages caused by loss of data for all his projects operated using Unidy services.
4. The customer is responsible for the contents on the maintained web offers; in particular he is responsible for the fact that possible personal data may be transmitted to Unidy in conformity with data protection. The customer assures that the contents are also legally harmless and free of viruses, for which the customer is liable according to the general laws. In particular, the customer undertakes not to use any content that violates applicable laws or impairs the rights of third parties. The customer is also obliged to point out the advertising content on his web offers maintained using the Unidy services, insofar as editorial and advertising contributions are mixed, as well as to clarify that he himself is responsible for the content of these web offers.
5. If a claim is made against Unidy because of a breach of one of the aforementioned obligations, the customer is obliged to release Unidy from all claims of third parties on first demand, waiving the plea of action in advance. The customer will assume the reasonable costs of the legal defence of Unidy. Unidy is then also entitled to stop the service provision with immediate effect, to block and/or cancel plans as well as to remove affected content without being obliged to repay already paid fees. This § 6 No. 5 does not apply as far as the customer can prove that he is not (partly) responsible for the infringement.

§ 7 Warranty

Warranty takes place primarily through rectification, for which the customer must grant Unidy a reasonable period of time. If this finally fails after two unsuccessful attempts, the customer is entitled to a reduction of the remuneration or to an extraordinary termination. Other rights of the customer remain unaffected. The period of limitation for deficiencies in performance of Unidy, as far as these are not based on intention, is hereby reduced to 12 months.

§ 8 Impairment of services, exclusion of liability

1. Liability for short-term, insignificant, or non-influencing disruptions of services by Unidy is excluded. Liability is also excluded for anticipated service disruptions during scheduled maintenance work, which is communicated to the client in a timely manner. Such disruptions do not entitle the client to reduction, termination, or compensation claims. A prerequisite for rectifying disruptions and defects is timely notification. Claims due to defects that are not communicated in writing, by fax, or email within two weeks after the client becomes aware of them are excluded.
2. In all cases of contractual and non-contractual liability, Unidy provides compensation for damages or reimbursement of futile expenses only to the following extent:
   a. Unidy is fully liable for intent, gross negligence, for damages to life, body, or health, for breaches of product liability law, and for breaches of warranties expressly granted by Unidy. In the case of a warranty, Unidy is liable only for the foreseeable damage that the warranty was intended to prevent.
   b. In all other cases, Unidy is liable only for breach of a material contractual obligation. A material contractual obligation is one that enables the proper fulfillment of the contract and on which the client regularly relies. In such cases, liability is limited to the foreseeable damage typical for the contract. Liability for slight or simple negligence is otherwise excluded.
   c. In the cases of b) above, liability is limited to 25% of the planned fee for the planned services.
   d. Unidy is not liable for exclusively free services utilized by the client. Liability is also excluded for the use of trial versions if the client uses the trial version to test and determine whether the services meet their requirements.
3. The regulations under item 2 apply to all claims for defects, damages, or other compensation by the client in connection with the performance of the contract and liability, regardless of the legal basis (e.g., warranty, delay, impossibility, breach of duty, existence of an obstacle to performance, unauthorized action, etc.), except for claims:
   • for damages due to injury to life, body, or health,
   • due to fraudulent concealment of a defect by the operator or a defect for which the operator has assumed a guarantee.
   
   For these exceptions, only the legal regulations apply.
4. The objection of contributory negligence (e.g., breach of client obligations under §6 of these GTC) remains open.
5. The limitation period for liability claims against Unidy is reduced to 12 months unless otherwise stated.
6. The client indemnifies Unidy from third-party claims based on violations of data protection regulations by the client under the conditions of the separately agreed AV contract.

§ 9 Rights of use

1. The customer's copyrights to his content are not affected by the use of the services. A transfer of the right of use of this content to Unidy will only take place insofar as this is necessary for Unidy to be able to provide its agreed services to the client according to the booked service.
2. Copyrights to the services remain solely with Unidy; the customer is only granted a simple, non-transferable right to use the services to an extent corresponding to the purpose of the contract and the booked service.
3. Unidy may temporarily suspend the Customer's access (in particular usernames and passwords) to the Services for reasons of IT security, insofar as there is a sufficient probability that the Customer's access will be used by the Customer or an unauthorised third party in breach of the contract, which could have an adverse effect on the Services or the possibility of use for other Customers. Such temporary suspensions will only be carried out by Unidy if immediate action is necessary to avoid adverse effects. Unidy will immediately notify the Customer of such a suspension. If the circumstances allow it, Unidy will inform the Customer in advance in text form. Unidy will limit the suspension to the necessary period and extent. Further claims and powers of Unidy from the contract or due to law remain unaffected.

§ 10 Reference customer clause, granting of rights

The Client grants Unidy the right, freely revocable at any time in the future, to use its company, product and service names as well as logos and other company marks within the services of Unidy as well as in other marketing materials with reference to the Unidy services with reference to the Client relationship, without being obliged to do so.

§ 11 Payments, due date, delay, SEPA time limit reduction

1. Invoicing takes place after the conclusion of the contract. Unidy is entitled to issue invoices also purely electronically. Payments are due within 14 days after receipt of the invoice. If the client is in arrears with payments or exceeds the limits of the service booked by him/her for a period of fourteen (14) calendar days or longer after the issuing of a corresponding warning, Unidy may, at its discretion, suspend the provision of the service in whole or in part, as well as initiate the judicial dunning or legal action procedure with regard to all existing debt relationships. Payment is considered to have been made as soon as Unidy can actually dispose of the amount (in the case of cheques: at the time of unconditional crediting).
2. In case of default Unidy demands default interest according to § 288 II BGB (Federal law).
3. If a cheque is not honoured or if payments are stopped, Unidy can - even if the cheque is accepted - make all remaining debts immediately due. Returned direct debits lead to the immediate maturity of all debts existing against the customer and will be invoiced in the amount of the costs actually incurred, but at least in the amount of EUR 10.00 each. A reduction of the advance information period for SEPA core direct debits to one (1) day is hereby agreed. Offsetting is only possible with undisputed or legally established counterclaims.

§ 12 Price adjustment

In order to maintain a balanced relationship between performance and consideration, even in the case of long contract terms, Unidy reserves the right to increase the price of its plans or, if applicable, other services by up to 20 percent once per calendar year at the beginning of a renewal period in order to adjust to higher production costs, alternatively in the amount of the consumer price index related to the month of invoicing.

Unidy will announce the change to the customer two months in advance in text form. The change will be considered as agreed if the customer does not object in text form within three weeks after receipt of the announcement. If the customer objects, Unidy is entitled to an extraordinary right of termination. The termination will take effect at the time from which the change is to apply. Unidy will point out the period and the legal consequences of its neglect to the customer separately in the announcement.

§ 13 Data processing, granting of rights

1. Unidy will, for all personal data provided by the Client:* only process them upon written instruction of the Customer, unless (i) it is necessary to process the Personal Data for the performance of the Contract or for the management of Service access rights, (ii) it is necessary to process the Personal Data for monitoring and scaling Service usage to enable effective resource allocation to the Customer, (iii) Unidy is required to process the Personal Data entered into the Service by the Customer, or (iv) Unidy is otherwise legally entitled to process the Personal Data.
   • ensure that Unidy has appropriate technical and organisational measures in place to protect personal data against unauthorised or unlawful processing.
   • conclude an order processing agreement with the customer if this is required in individual cases due to legal requirements and the specific subject matter of the agreed services.
2. Unidy may produce analyses using information resulting from the Client's use of the Service for Unidy. For these analyses, the data is anonymised and aggregated. This analytics data may be used for product quality improvement, resource optimisation, new product research and development; performance improvement, data security and integrity verification; and data products such as industry trends and anonymous benchmarking.

§ 14 Changes to GTC

These GTC may be amended for ongoing contractual relationships. Amendments shall be offered to the customer in text form no later than two months before their proposed date of entry into force. The customer's consent to the offer is deemed to have been given if he has not indicated his rejection in text form within three weeks after receipt of the offer. If the customer rejects the offer, Unidy is entitled to an extraordinary right of termination. The termination will take effect at the time from which the change is to apply. Unidy will inform the customer separately in the offer about the deadline and about the effect of approval in case of its neglect.

§ 15 Choice of law, place of fulfillment, place of jurisdiction, text form clause

The law of the Federal Republic of Germany applies. Place of fulfillment and place of jurisdiction is the seat of Unidy GmbH. Unidy is entitled to sue customers also at the place where their assets are located. All changes of these general terms and conditions including this text form clause require the text form. The invalidity of individual provisions does not affect the remaining validity of the other provisions of these GTC.

B. Creation services

These general terms and conditions apply to business relations in which Unidy GmbH provides creation services (service or work-contractual services) for a client (hereinafter also "AG"). For the use of the ID solution and software services of Unidy GmbH, the general terms and conditions under "I Services" apply.

§ 1 Creation contract

1. Essential details of the business relationship between the Client and Unidy, in particular, but without being limited to, a precise description of the services to be provided, the duration and the period of the provision of the service, the remuneration owed by the Client for the service of Unidy as well as, if applicable, specific obligations of the Client to cooperate, are to be agreed between the Client and Unidy in a written contract to be concluded separately (hereinafter referred to as "provision contract").
2. As a rule, the creation contract comes about through an offer for the provision of creation services by Unidy to the Client and an acceptance of this offer (commissioning) by the Client.
3. These GTC always apply to all offers made by Unidy, unless the validity of these GTC is explicitly excluded in the offer.
4. Agreements of the creation contract take precedence over the provisions of these GTC.

§ 2 Remuneration

1. The remuneration for the services to be rendered by Unidy shall be based on the hours or days worked ("person-hours" or "person-days") according to the Unidy price list current at the time of the conclusion of the contract, unless the creation contract provides for a fixed price or different prices.
2. Remuneration based on person-days worked shall be based on 8 working hours per person-day without breaks. Fractions of a person-day or working hours beyond the scope of eight hours in one day shall be charged at 1/16 of the price for a person-day per half hour or part thereof.
3. For working hours outside the period of 9:00 - 18:00 on working days, the following surcharges will be added to the prices per person-day:Surcharges in %

§ 3 External and Incidental Costs

1. The client (AG) reimburses Unidy for incurred external costs (such as image material, editorial material, plugins, software, etc.) plus an agency surcharge of 15% for handling and pre-financing based on the respective invoice amounts.
2. Copies of the invoices to Unidy must be attached to the billing of these amounts. Unless explicitly excluded in the contract, Unidy can also claim reimbursement for all incidental costs associated with the execution of the contract in addition to the agreed remuneration.
3. Incidental costs include, among others, travel expenses (transportation, flight and accommodation costs, subsistence expenses, and other travel-related costs). Unidy generally has the choice of transportation and accommodation, with travel expenses to be reimbursed within economically reasonable limits and per diem allowances within the statutory maximum limits. Train travel is billed to the client at the flexible price for 2nd class including seat reservation.
4. Travel times are billed at 50%, and at 100% on weekends (Saturday and Sunday) as working hours.
5. Services and incidental costs can be invoiced separately.

§ 4 Payment Terms

1. Unless otherwise agreed in the contract, Unidy is entitled to invoice the provided services at least every four weeks.
2. All claims become due upon receipt of the invoice. All price quotations are subject to the statutory value-added tax, which will be listed separately in the invoices.
3. The client is in default if payment is not received by Unidy within ten days after the due date unless otherwise agreed in the contract.

§ 5 Cooperation Obligations

1. The client is obligated to provide the following cooperation:* Timely provision of personnel, hardware, and software, unless to be provided by Unidy, and other materials/information and telecommunications facilities necessary for fulfilling the contract. The client also ensures the necessary usage rights.
   • Provision of all information about the system environment and related interfaces.
   • Information about the client's organization as necessary for the project.
   • Timely provision of test data representative in scope, structure, and design for the application.
   • Participation in technical trials, test runs, and data collection.
   • Preparation and execution of tests.
   • Complete and sufficiently precise error reports.
   • Timely approvals for partial and interim services.
   • Provision of content (texts, images, diagrams, etc.) in the format required by Unidy.
   • Review of planning, concepts, technical statements, and quality assurance if the client is the only one capable due to special knowledge.
2. Specific cooperation obligations and a schedule for fulfilling these obligations can be set in the contract. The client must provide all cooperation services at their own expense.

§ 6 Coordination

1. The contracting parties shall appoint contact persons and their deputies responsible for managing the contract execution for the appointing party. These individuals will be named in the contract.
2. Changes to the appointed persons must be communicated in writing without delay. Until such notice is received, the previously named contact persons and/or their deputies are considered authorized to make and receive declarations within the scope of their previous powers of representation.
3. The contact persons will regularly discuss progress and obstacles in contract execution to intervene if necessary.

§ 7 Deadlines

1. Performance deadlines on the part of Unidy may only be committed to by the contact person named in the contract and should be established in writing.
2. Deadlines whose non-compliance would lead to a contractual penalty under § 286 (2) BGB without a reminder (binding deadlines) must always be set in writing and explicitly designated as "binding."
3. Delays due to force majeure (e.g., strikes, lockouts, official orders, general telecommunications disruptions, etc.), circumstances within the client's responsibility, and delays not attributable to Unidy entitle Unidy to postpone deadlines by the duration of the hindrance plus a reasonable restart time.

§ 8 Functional Testing / Acceptance

1. Unidy will deliver the contractual performance results or parts thereof in an appropriate form. The client must confirm receipt in writing. The client is obligated to immediately inspect the delivered performance results for obvious defects and errors (functional testing). The period within which obvious defects can be reported is:

• 5 working days for concepts, layouts, designs, and similar services.
• 2 weeks for software and similar services.

2. Defects found during this period must be recorded in a defect report, precisely identified, and communicated in writing to Unidy. If the client does not notify Unidy of apparent adverse deviations from the agreed contractual performance results during the test as specified, the performance results will be considered contractually compliant regarding these non-reported deviations.
3. If the client fails to participate in the test culpably or incompletely, this applies to deviations recognizable through proper participation. The client's duty to point out recognized defects even after the test remains unaffected. If the client does not report any severe errors (the system cannot be used; the error cannot be bypassed with organizational or other economically reasonable means) as specified after the period mentioned, they must issue acceptance for the performance results in writing using a form provided by Unidy upon request.
4. Severe errors reported by the client will be remedied by Unidy, and the testing process will be repeated accordingly. All other deviations from the agreed contractual performance reported will be rectified by Unidy within the warranty framework.

§ 9 Particularities of Agile Development

1. If it is agreed that Unidy will use an agile development process for software creation, this process will be actively co-managed by a product owner appointed by the client. The client formulates requirements for the software. The parties convert these requirements into stories, which the client's product owner, in coordination with Unidy, formulates and includes in a product backlog accessible to both parties. The client can prioritize tasks in the backlog. Unidy develops the software in iterations according to the backlog. The client can request changes at any time until the start of the respective iteration; after that, changes are only possible by express agreement with Unidy.
2. The client continuously tests Unidy's services, even during ongoing iterations. Upon completion of an iteration, which Unidy will notify the client, the client is obligated to promptly test and approve the iteration's results or provide reasons for rejection. If the result is rejected, further work will proceed in the next iteration step.

§ 10 Warranty

1. Unidy warrants for a period of twelve months that the contractual performance results are free from defects. If the client demands rectification (elimination of the defect or delivery of defect-free results), Unidy may choose to eliminate the defect or deliver defect-free performance results.
2. The enforcement of warranty claims is conditional upon defects being reported in writing within one week of their initial discovery.
3. Unidy may refuse rectification as long as the client has not paid the remuneration due for the delivered performance results, although the client is entitled to withhold a portion of the payment appropriate to the defect.
4. If the client sets a deadline for rectification, they can only use the expiration of this deadline to withdraw from the contract or claim damages instead of performance if they have informed Unidy that they will no longer accept performance after the unsuccessful expiration of the deadline.
5. If the client is to issue a warning instead of setting a deadline, they must also inform Unidy that they will no longer accept performance after the unsuccessful expiration of the warning.
6. The client may only withdraw from the contract due to a non-performance-related breach of duty if Unidy is responsible for this breach. If the client withdraws due to a breach of duty related to a separable performance that can be rendered independently of other performances, this withdrawal does not affect the other performances.
7. Unidy is not liable for defects arising from modifications made by the client unless such modifications did not affect the defect.
8. The client will support Unidy in identifying and rectifying defects and promptly grant access to documents detailing the circumstances of the defect.
9. If a claimed defect is not attributable to a warranty obligation of Unidy after appropriate investigation, the client may be charged for the verification and defect rectification costs at the applicable or agreed rates.

§ 11 Liability

1. Unidy is liable for intent and gross negligence. For slight negligence, Unidy is only liable for breach of an essential contractual obligation (cardinal duty) and for damages arising from injury to life, body, or health.
2. In the case of slight negligence, liability is limited to typical contractual damages foreseeable at the time of contract conclusion and to the contract value.
3. Unidy is not liable for data and/or program loss if the damage results from the client's failure to perform data backups ensuring that lost data can be restored with reasonable effort.
4. These provisions also apply in favor of Unidy's vicarious agents.

§ 12 Involvement of Third Parties

The client is responsible for third parties acting on their behalf or with their consent in Unidy's operational area as if they were their own agents. Unidy is not liable to the client if Unidy cannot fulfill its obligations due to the actions of such third parties.

§ 13 Performance Changes

1. If the client wishes to change their requirements after the contract is concluded, Unidy will examine whether the desired changes are feasible and reasonable for Unidy within operational capacity.
2. If the client's change requests affect the agreed terms, especially remuneration and performance time, Unidy is entitled to request a corresponding contract adjustment, even if a fixed price has been agreed upon for Unidy's services. Unidy will provide the client with an offer for the changed services within a reasonable period. The agreed delivery and performance deadlines are generally extended by the calendar days during which Unidy reviews change requests, prepares change offers, or negotiates changes, plus a reasonable restart period.
3. If the client does not accept the offer for the changed services within one week or if an amicable agreement is not reached within two further weeks of negotiations, Unidy can continue the contract execution according to the original contract.
4. The client must specify the desired changes at Unidy's request to the extent detailed in the individual contract or other contract components.

§ 14 Rights to Performance Results

1. "Contractual Overall Product" within the meaning of this contract, subject to the following item 3, refers to the entirety of performance successes and results delivered by Unidy to the client (AG) in fulfillment of this contract. This includes the overall concept, corresponding sub-concepts, presented ideas and designs, and their creative and/or (software) technical implementation.
2. Individual technical and conceptual components of the delivered performance successes and results, particularly computer programs or parts thereof, are not part of the contractual overall product if Unidy developed or otherwise acquired such technical or conceptual components before, during, or incidentally to fulfilling the order (hereinafter "Free Components"). Technical or conceptual components explicitly developed exclusively for the client under the contract are not free components but part of the contractual overall product.
3. Unidy hereby grants the client, subject to the provisions in the following item 6, the following usage rights to the delivered performance successes and results:
   a. The client should be enabled, in accordance with statutory provisions and the following terms, to exploit the contractual overall product and related documentation within their company in unchanged or modified form, excluding Unidy. Companies associated with the client per §§ 15 ff. AktG are considered part of the client's company. For this purpose, Unidy grants the client the exclusive, irrevocable, and unlimited right to use the contractual overall product and related documentation within their company, including using it in their operations, reproducing, distributing, presenting, translating, or transmitting it via telecommunications or wirelessly.
   b. For free components, Unidy grants the client a non-exclusive, non-transferable right to use them without time and location limitations. Unidy is entitled to use, exploit, and market free components itself or grant simple usage rights to third parties.
4. The client may only grant simple or exclusive usage rights to third parties or transfer the acquired (usage) rights to third parties with Unidy's consent.
5. The client is not entitled to modify or otherwise alter the contractual overall product and related free components without Unidy's express and written consent. The client can only demand the release of the source code of software components, integral to the delivered performance successes and results, under the same conditions and to the same extent as they are entitled to decompile such software components according to § 69 UrhG or if necessary for error correction. The client may not share the source code with third parties without Unidy's express written consent.
6. All rights of the client per the preceding items 3 and 4 are subject to the condition (§ 158 (1) BGB) that the client has fully paid the remuneration owed to Unidy for the creation of the contractual overall product. If Unidy delivers the contractual overall product before this condition is met, the client will only have the rights described in items 3 lit. a) and b) under the condition that Unidy can revoke these rights at any time and without reason in writing after the remuneration is due.
7. If Unidy has used third-party licensed software or software components, especially open-source software, in creating the performance successes and results delivered to the client under this contract, Unidy grants the client only those rights to such software/components that it can grant based on the contract with the third party.
8. Payment claims from third parties for the settlement of copyright and related rights, including the right to one's image, are the client's responsibility. GEMA fees and other usage fees, artists' social insurance contributions, and customs costs, even if incurred later, will be billed to the client.
   Regarding the rights obtained from third parties for the production, Unidy is only tasked with diligently obtaining the necessary rights for contractual use. Unidy documents the rights obtained and transfers them to the client. Unidy will seek assurances from third parties, if possible, that the rights granted are complete and that contractual use is not impaired by third-party rights. If Unidy has doubts about the validity of the acquired third-party rights, it will inform the client. If the client issues written instructions to include the questionable elements despite the warning, they assume liability and indemnify Unidy from all resulting damages and third-party claims, including legal costs for potential third-party actions against Unidy. In case of serious concerns, Unidy can refuse to include such elements. The same applies to elements provided by the client or third parties designated by the client for inclusion in Unidy's services and productions. No warranty is provided for third-party rights obtained by the client and handed over to Unidy. On request, especially for multimedia productions, a suitable rights-clearing agency can be engaged, with the client bearing the costs.

§ 15 Miscellaneous

1. Assignment of claims is only permissible with the prior written consent of the other contracting party. Consent cannot be unreasonably withheld.
2. The provision of § 354a HGB remains unaffected. A right of retention can only be claimed for counterclaims arising from the respective contractual relationship.
3. The contracting parties can only offset claims that are legally established and undisputed. Unidy may name the client as a reference customer on its website or in other media.
4. Unidy may also publicly demonstrate or reference the services provided unless the client can assert a contrary legitimate interest.

§ 16 Non-Solicitation

The client acknowledges Unidy's legitimate interest in protecting its technical know-how. The client undertakes not to poach or employ, without Unidy's consent, any employees or freelancers used by Unidy in the client's projects during the collaboration and for one year afterward. In the event of culpable violation, the client will pay Unidy a contractual penalty determined at Unidy's reasonable discretion, subject to judicial review for appropriateness.

§ 17 Reference Customer Naming

Unidy is entitled to name the client as a reference customer on its website and in other media or marketing materials and use the client's company logo or trademark under a revocable, simple usage right. The client undertakes to indicate that Unidy was the service provider for the client and include a link to Unidy's website when publishing or making public Unidy's created services (e.g., websites, apps), unless this would be unreasonable for the client.

§ 18 Amendments and Supplements

1. Contractual agreements must be recorded in writing for proof. Terminations must be in writing.
2. If these General Terms and Conditions require written declarations, § 127 BGB applies. If individual provisions of the agreements are wholly or partially invalid, the validity of the remaining provisions is not affected.
3. The parties will replace the invalid provision with a valid one that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.
4. The client's general terms and conditions do not apply.
5. The law of the Federal Republic of Germany applies.
6. The place of performance and jurisdiction is Hamburg.