Legal
HASE & IGEL GmbH
General Terms and Conditions of Business and Licensing
Hase & Igel GmbH, Marie-Curie-Straße 1, 26129 Oldenburg, represented by its managing director Jan Schoenmakers (“Licensor”) offers entrepreneurs and companies (“Licensee“) the use of various cloud-software solutions for data analytics and market intelligence.
§ 1 Validity
(1) These General Terms and Conditions of Business and Licensing (GTC) in the version valid at the time of the order shall apply exclusively. Deviating or conflicting terms and conditions shall not be recognized unless they are expressly agreed to in writing. These GTC shall also apply if the services of the Licensor are provided and/or rendered in the knowledge of deviating or conflicting terms and conditions.
(2) Individual agreements made with the Licensee in individual cases shall take precedence over these GTC.
(3) The offer to use the Licensor’s software solutions applies exclusively to business entities as defined in Section 14 of the German Civil Code (BGB). The conclusion of contracts with consumers as defined in Section 13 of the German Civil Code (BGB) is excluded.
§ 2 Subject matter of the contract
(1) Subject of these terms and conditions is the temporary, permission for the Licensee to use the software solutions (“Software”) developed by the Licensor within the framework of the license agreement granting the Licensee the necessary permissions for the contractual use as specified in § 6 as well as further services (e.g. change requests for customization) if these are requested by the Licensee.
(2) The Software is made available by the Licensor via the internet. The Licensee is enabled to use the Software stored and running on the servers of the Licensor or a service provider commissioned by the Licensor via an internet connection for its own purposes during the term of the agreement. The user documentation can also be viewed at any time while using the Software and can be downloaded in a common format.
§ 3 Conclusion of contract
(1) The presentation of the Software on the Licensor’s websites does not constitute a binding offer to conclude a contract.
(2) Upon request, the Licensor shall prepare an offer which, after acceptance by the Licensee, shall lead to a binding conclusion of the contract.
(3) Alternatively, Licensee may place an order on Licensor’s websites as set forth below:
a) To place an order on the Licensor’s websites, the Licensee must first register on the Licensor’s websites with his name and e-mail. Then he can select the presented software tools and add them to the shopping cart. By sending the order, the Licensee makes an offer to conclude a contract.
b) The Licensor checks the corresponding application. He is entitled to refuse registrations without giving reasons. After positive verification, the Licensee will receive a confirmation e-mail. The specific details of the contract are summarized in the order confirmation. Upon receipt of the confirmation e-mail, the contract is deemed concluded.
(4) After the conclusion of the contract and receipt of the agreed payment or, if applicable. After setting up the ordered software tool, the Licensor shall enable the ordered functions or send the Licensee the access data for the corresponding number of authorized users in electronic form.
(5) The Licensee is obliged to keep its access data and password secret and to protect them from misuse by third parties. Passing on access authorizations or sharing them with third parties is not permitted. The Licensor is entitled to block access to the Software in case of misuse.
§ 4 Type and scope of the service
(1) The Licensor provides the Licensee the use of the Software at the router-output of the Licensor’s datacenter. The scope of performance of the Software at the time of conclusion of the contract results from the selection made by the Licensee and is determined by the performance description valid at the time of conclusion of the contract. The Software remains on the Licensor’s server at all times. The Licensor does not owe the guarantee of the data connection between the transfer point and the IT systems of the Licensee.
(2) The Licensor does not owe any adaptation to the individual needs of the Licensee, unless the parties have agreed otherwise.
(3) As required, the Licensor shall advise the Licensee on tool operation, strategy and its implementation, and data interpretation. The Licensor shall inform the Licensee of any additional costs incurred for this purpose.
(4) The Licensor may update and further develop the Software at any time and, in particular, adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, it shall give due consideration to the legitimate interests of the Licensee and inform it in good time of any necessary updates. In the event of a significant impairment of the legitimate interests of the Licensee, the Licensee may terminate the agreement in writing or in text form within one month after the change in service takes effect.
(5) The Licensor shall regularly perform maintenance on the Software and inform the Licensee thereof in due time. Maintenance shall be performed on a regular basis outside of Licensee’s normal business hours, unless due to compelling reasons, maintenance must be performed at a different time.
§ 5 Service Levels; Troubleshooting
(1) The Licensor grants an overall availability of the Software provided for use of at least 99.5% per month at the delivery point. The handover point is the router output of the Licensor’s data center.
(2) The guaranteed availability does not include the availability of external data used by the Software. Maintenance times as well as times of disruption of less than 4 hours in the case of severe impairment and less than 12 hours in the case of considerable impairment measured from the time of reporting such complete or partial outage and within the service hours (see (3)) are not counted as non-availability. Periods of insignificant disruptions are not taken into account when calculating availability. The Licensor’s measuring instruments in the data center are decisive for the proof of availability.
(3) The Licensee shall report any malfunctions to the Licensor without delay. Fault reporting and repair is generally possible from Monday to Friday (excluding national holidays) between 9:00 a.m. and 6:00 p.m. (service hours). Upon receipt of a proper fault report from the Licensee, the Licensor undertakes to start the analysis and, if possible, the elimination of the fault within the following response times at the latest. The troubleshooting work shall be carried out within the scope of the Licensor’s possibilities in compliance with its contractual obligations. A claim to the elimination of the fault within a certain time does not follow from the agreement of the response times.
a) In the event of serious malfunctions (the use of the Software as a whole is not possible), the Licensor will immediately begin to remedy the malfunction, but no later than within two hours of receipt of the proper malfunction notification.
b) In the event of significant disruptions, the Licensor shall begin to remedy the disruption within one working day.
c) The removal of insignificant disturbances is at the discretion of the Licensor.
(4) For each full hour of the shortfall in the monthly availability of the services, the Licensor shall forfeit a contractual penalty in the amount of. 0.1 % of the agreed remuneration in the case of a one-time call-off or in the amount of 0.5% of the agreed monthly remuneration. The amount of the contractual penalty shall be limited to 25% of the fee for a single call-off or to 100% of the fee for the month concerned for repeated call-offs.
(5) Any other statutory claims of the Licensee against the Licensor shall remain unaffected.
§ 6 Scope of use and rights
(1) The Licensee shall be entitled to use the Software provided exclusively for its own use within the scope of its business operations. A physical transfer of the Software to the Licensee does not take place.
(2) Insofar as the Software runs exclusively on the servers of the Licensor or of a service provider commissioned by the Licensor, the Licensee shall not require any rights to use the Software under copyright law, nor shall the Licensor grant any such rights. However, the Licensor grants the Licensee
· for one-time call-off and/or
· for repeated call-offs during the time specified in the contract
a simple, i.e. non-sublicensable and non-transferable right, limited in time to the duration of the contract, to access and use the Software to the extent agreed in the contract. The Licensee is entitled to download the data provided for internal use, to reproduce it and to store it for an unlimited period of time.
(3) The Licensor shall provide the Licensee with the storage space required for unrestricted use in accordance with the contract for the data generated by the Licensee and the authorized users through use of the Software and the data required for this purpose.
(4) If and to the extent that database values are created on the Licensor’s server during the term of the agreed use of the Software, in particular by compiling application data, as a result of activities of the Licensee permitted thereafter, the Licensee shall be entitled to all rights to these database values for an unlimited period of time. The Licensee grants the Licensor the right to reproduce the data created by the Licensee during the use of the Software to the extent necessary to fulfill the contractual obligations. The same applies to files uploaded by the Licensee to the Licensor’s servers.
(5) The Licensee shall remain the owner of the database values even after the end of the agreement. A storage of the data on the server of the Licensor takes place during the contractually specified time, in which the Licensee can download his database values at any time and store them stationary with himself. Thereafter, the Licensor shall completely delete all data stored by the Licensee on its servers.
§ 7 Duties and Obligations of the Licensee
(1) The Licensee is obligated to provide only truthful, complete, and up-to-date information during registration and when placing orders. Any changes to the information provided – in particular the billing address, contact person, and e-mail address – must be communicated to the Licensor in writing without delay, and no later than seven (7) business days after the change occurs. Any damages incurred by the Licensee as a result of failing to comply with this notification obligation shall be borne by the Licensee.
(2) The Licensee shall be solely responsible for the content of the data entered by it into the Software or generated by it. In this respect, the Licensor does not carry out any checks on this data.
(3) The Licensee warrants that the content and data provided by the Licensee on the Licensor’s servers and their use by the Licensor do not violate applicable law, official orders, third-party rights or agreements with third parties. The Licensee shall indemnify the Licensor upon first demand against any claims asserted by third parties on the basis of a breach of this clause.
(4) The Licensee agrees to refrain from any action that could infringe upon the Licensor’s rights. In particular, the following is prohibited:
a) the disclosure of login credentials or tool access to unauthorized users;
b) the publication or disclosure of screenshots, screen recordings, video recordings, or other content from the Software to third parties outside the Licensee’s own company, particularly for competitive or commercial purposes. The internal use of screenshots or recordings for documentation, training, quality assurance, or evidence preservation purposes within the Licensee’s own company remains permitted;
c) decompiling, disassembling, reverse engineering, or otherwise analyzing the Software, its underlying algorithms, data structures, or source code to gain insight into its design, structure, or functionality;
d) to copy the Software or parts thereof, modify it, create derivative works, or integrate it into other products or services;
e) to circumvent, deactivate, or manipulate the Software’s technical protection measures;
f) to use automated queries (e.g., bots, scrapers, crawlers) to systematically extract or reproduce data or content from the Software
Paragraph (4)(c) does not apply to the extent that decompilation is permitted by law for the purpose of achieving interoperability between an independently created computer program and the platform pursuant to Section 69e of the German Copyright Act (UrhG). In this case, the information obtained from the decompilation must be used exclusively for the purpose of achieving interoperability and may not be disclosed to third parties or used for the development, production, or marketing of a substantially similar program (Section 69e (2) UrhG).
The Licensee is liable for infringements committed by third parties to whom the Licensee grants access to the Licensor’s services, unless the Licensee proves that such infringements are not attributable to the Licensee.
(5) The Licensee shall regularly perform appropriate data backups on its own responsibility.
(6) These obligations shall also apply without exception to users of a demo license provided free of charge.
§ 8 Remuneration, due date and default
(1) All prices stated in the offers of the Licensor and/or on the websites of the Licensor are exclusive of the applicable statutory value added tax.
(2) License fees shall be incurred in each case upon commissioning. Other expenses are billed on a monthly basis. All invoice amounts are payable within 14 days from the date of invoice without deduction. Upon expiration of this period, the Licensee shall be in default.
(3) Interest on arrears shall be nine percent (9%) above the prime rate applicable at the time.
§ 9 Warranty
(1) The Licensee shall notify the Licensor of any defects without delay.
(2) The license to use the Software and the provision of digital storage space are subject to the provisions §§ 535 ff. BGB unless specified otherwise in the following paragraphs, the offers or the descriptions on the Licensors website.
a) The warranty for only insignificant reductions in the suitability of the service is excluded.
b) The liability without fault pursuant to § 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.
(3) In the case of consulting or other service contracts, the Licensee shall have no claims against the Licensor based on any material defects and/or defects of title. The liability provisions of § 10 shall apply to claims for damages and/or reimbursement of expenses of the Licensee in connection with such services.
(4) In the case of contracts for work and services, the warranty provisions of the law on contracts for work and services (§§ 631 et seq. BGB) shall apply, unless otherwise specified below or in the offers or in the description of the software tools on the Licensor’s websites.
a) Licensee shall inspect the work immediately upon receipt and give notice of any defects without undue delay.
b) If the immediate inspection or notification of defects is omitted, the Licensee shall have no warranty claims with respect to obvious or known defects.
(5) Claims for defects may be asserted within 12 months from the statutory commencement of the limitation period. The liability regulations of § 10 apply.
§ 10 Liability
(1) The Licensor is liable without limitation
· in cases of willful misconduct or gross negligence;
· for injury to life, limb, or health;
· in accordance with the provisions of the Product Liability Act as well as
· to the extent of any warranty assumed by the Licensor.
(2) In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (i.e., an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the Licensee regularly relies and is entitled to rely, in particular the obligation to provide the Software in a functional condition and to maintain the contractually agreed availability), the liability of the Licensor shall be limited in amount to the damage that is foreseeable and typical for the contract according to the nature of the transaction in question here. In any case, the liability of the Licensor is limited to the amount of the license fee for a maximum of one year of the respective order or to 250,000.00 Euro per damage event, whichever is higher, provided that there is no intentional or grossly negligent breach of duty or damage resulting from injury to life, body or health.
(3) There shall be no further liability on the part of the Licensor. In particular, the Licensor shall not be liable for initial defects, unless the requirements of para. 1 are present.
(4) The above limitation of liability shall also apply to the personal liability of the Licensor’s employees, representatives and bodies.
§ 11 Data protection; secrecy
(1) The parties shall comply with the applicable data protection provisions applicable to them in each case.
(2) If and to the extent that the Licensor has access to personal data of the Licensee within the scope of the provision of services, the parties shall conclude a corresponding order processing agreement prior to the start of the processing and attach it to this agreement as an annex. In this case, the Licensor shall process the relevant personal data solely in accordance with the provisions set forth therein and in accordance with the Licensee’s instructions.
(3) The parties undertake to maintain secrecy about all confidential information (including business secrets and offers of the Licensor) which they learn in connection with this agreement and its performance and not to disclose, pass on or otherwise use such information to third parties. Confidential information in this context is information that is marked as confidential or whose confidentiality is evident from the circumstances, regardless of whether it has been communicated in written, electronic, embodied or oral form. The obligation to maintain secrecy shall not apply if a party is obliged to disclose the confidential information by law or on the basis of a final or non-appealable decision of an authority or court. The parties undertake to agree with all employees and subcontractors on a provision similar in content to the preceding paragraph, insofar as they have access to the confidential information.
(4) The obligation to maintain secrecy shall begin with the provision of a demo access or offer and shall also apply beyond the termination of the contractual relationship.
(5) The Licensor is entitled to send the user contract-related information, system notifications, and summary status updates (e.g., in the form of regular information digests) via e-mail, to the extent that this is necessary for the performance of the contract or to protect legitimate interests.
§ 12 Breaches of obligations by the Licensee
If the Licensee breaches any obligations under these Terms and Conditions, in particular those under § 7, the Licensor is entitled to take the following measures, provided that it observes the principle of proportionality:
Level 1 – Warning: In the event of a first-time or non-serious breach of duty, the Licensee shall be issued a warning in writing or in text form. The warning shall specify the specific breach of duty and set a reasonable deadline of at least seven (7) business days for the Licensee to remedy the situation.
Stage 2 – Access block: In the event of a serious or repeated breach of obligations, the Licensor is entitled to temporarily block the Licensee’s access to the Software. The block does not release the Licensee from its ongoing payment obligations.
Stage 3 – Extraordinary termination: In the event of particularly serious breaches of obligation or continued violations following an unsuccessful warning, the Licensor is entitled to terminate the agreement extraordinarily.
§ 13 Term of the contract and termination
(1) The term of the contract is based on the term agreed upon in the respective offer (“Initial Term”). Unless otherwise agreed, the Initial Term begins upon conclusion of the contract.
(2) Either party may terminate the contract for cause with one (1) month’s notice effective at the end of the respective contract term. The timely receipt of the written notice of termination (§ 126b BGB) is decisive for compliance with the notice period.
(3) If notice of termination is not given in a timely manner in accordance with paragraph (2), the contract shall be automatically extended for the originally agreed Initial Term, but for no more than 12 months, whichever period is shorter. For each extension period, the notice period specified in paragraph (2) shall apply, as well as the aforementioned automatic extension in the event of failure to give notice of termination or failure to do so in a timely or valid manner.
(4) Any deviating provisions regarding the contract term or termination shall take precedence over these provisions, provided they were expressly agreed upon in the individually accepted offer.
(5) The right to terminate the contract for cause remains unaffected.
§14 Severability clause
Should individual provisions of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision. This applies accordingly if the Terms and Conditions contain a loophole.
§ 15 Other agreements
(1) The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction and performance is Oldenburg.
As of April 2026
General Terms and Conditions (T&C) NEUTRUM Credits
Hase & Igel GmbH, Marie-Curie-Straße 1, 26129 Oldenburg, represented by Managing Director Jan Schoenmakers (hereinafter “Provider”), offers customers the purchase and use of “Neutrum Credits” via the “Neutrum Platform” for various software solutions providing comprehensive data and market analyses.
§ 1 Scope of application and contract structure
(1) These General Terms and Conditions (T&C) in the version valid at the time of the order apply exclusively. Deviating or conflicting terms and conditions shall not be recognized unless expressly agreed to in writing. These T&C shall also apply if the Provider’s services are provided and/or rendered with knowledge of deviating or conflicting terms and conditions.
(2) Individual agreements made with the customer on a case-by-case basis take precedence over these T&C.
(3) These T&C exclusively govern the purchase and use of “Neutrum Credits” (“Credits”) as an internal means of payment within the “Neutrum Platform” (“Platform”). The SaaS services themselves are subject to separate terms of use and license agreements.
(4) The offer to purchase and use “Neutrum Credits” applies exclusively to business customers as defined in Section 14 of the German Civil Code (BGB). The conclusion of contracts with consumers as defined in Section 13 of the German Civil Code (BGB) is excluded.
§ 2 Subject matter of the contract and legal nature of Credits
(1) Credits are purely internal, non-transferable units of account under the law of obligations. Credits exclusively establish a right to offset against platform services. In particular, Credits do not constitute:
· E-money within the meaning of the Payment Services Supervision Act (ZAG);
· a financial instrument within the meaning of the German Banking Act (KWG) or the German Securities Trading Act (WpHG);
· an investment product within the meaning of the Investment Act (VermAnlG);
· a security within the meaning of the EU Prospectus Regulation;
· a crypto-asset token within the meaning of MiCAR;
· a means of payment with an obligation to accept;
· a voucher within the meaning of § 807 of the German Civil Code (BGB);
· real property or other absolute right;
· interest-bearing credit balance;
· investment or equity product.
(2) Credits are not freely tradable, non-transferable, non-attachable, and non-assignable. There is no entitlement to cash redemption.
§ 3 Conclusion of contract
(1) The presentation of credit packages on the Platform does not constitute a binding offer, but rather an invitation to treat. The contract is concluded only upon express acceptance by the Provider. The Provider is entitled to reject orders without providing a reason. The customer will be notified of any rejection immediately.
(2) Customers may purchase Credits independently via their registered user account on the Platform (“Self-Service”). Upon completion of the electronic ordering process, the customer submits a binding offer. The contract is concluded upon electronic confirmation of acceptance or crediting of the Credits.
(3) Alternatively, orders for Credits may also be placed through authorized representatives of the Provider (e.g., account management, sales) or through customer service. In such cases, an order may be placed in particular:
· by e-mail;
· via a CRM or ticketing system;
· by telephone with subsequent written confirmation;
· via a separate order form or quotation.
In these cases, the contract is concluded:
· upon written order confirmation by the Provider or
· upon invoicing or
· upon crediting the Credits to the customer account.
The Provider is entitled to conduct credit checks for personal orders. Verbal side agreements are only effective if they are confirmed in writing.
(4) Regardless of the booking method chosen (self-service or in-person booking), these Terms and Conditions apply exclusively, unless a separate written agreement has been entered into.
§ 4 Credit models
(1) Single purchase: Credits are offered in quantity tiers with volume-based discounts. Discount tiers are voluntary price reductions that do not bind the Provider to future periods. There is no entitlement to the permanent maintenance of specific pricing structures.
(2) Credit subscription: Monthly crediting of a fixed quota of Credits over the selected term at a price that is further discounted compared to individual purchases. Ordinary termination before the end of the term is not possible. The Provider may suspend further crediting in the event of late payment.
§ 5 Customer’s duties and obligations
(1) The customer is obligated to provide only truthful, complete, and up-to-date information when registering on the Platform and when placing orders. Changes to the provided data – in particular the billing address, contact person, and e-mail address – must be communicated to the Provider in writing without delay, at the latest within seven (7) business days after the change occurs. Any damages incurred by the customer due to a failure to comply with this notification obligation shall be borne by the customer.
(2) The customer is obligated to keep their login credentials (username and password) secure and protect them from access by third parties. The disclosure of login credentials to unauthorized persons is prohibited. The customer must immediately notify the provider in writing as soon as there are indications of misuse or unauthorized use of the account. Until such notification is received, the customer is liable for all actions initiated through the account, provided that the customer is responsible for the unauthorized use.
(3) The customer is authorized to use the Platform exclusively within the scope of use agreed upon in the contract and for the agreed-upon purposes. Any use exceeding the contractually agreed scope – in particular by unauthorized users, additional accounts, or features that have not been activated – requires the prior written consent of the Provider and, if necessary, the conclusion of a supplementary agreement.
(4) The customer is prohibited from:
a) decompiling, disassembling, reverse engineering, or otherwise analyzing the Platform, its underlying software, algorithms, data structures, or source code in order to gain insight into its design, structure, or functionality;
b) to copy the software or parts thereof, modify it, create derivative works, or integrate it into other products or services;
c) to circumvent, deactivate, or manipulate the Platform’s technical protection measures;
d) to use automated queries (e.g., bots, scrapers, crawlers) to systematically extract or reproduce data or content from the Platform.
Paragraph (4)(a) does not apply to the extent that decompilation is permitted by law for the purpose of ensuring the interoperability of an independently created computer program with the platform pursuant to Section 69e of the German Copyright Act (UrhG). In this case, the information obtained from the decompilation must be used exclusively for the purpose of achieving interoperability and may not be disclosed to third parties or used for the development, production, or marketing of a substantially similar program (Section 69e(2) UrhG).
(5) The customer is obligated to use the Platform exclusively in accordance with applicable legal provisions and the Provider’s Terms of Use. In particular, the customer is prohibited from:
a) entering false, misleading, or unlawful data into the Platform;
b) compromising the integrity, availability, or security of the Platform or the associated infrastructure;
c) transmit malicious code, malware, or other harmful content via the Platform;
d) access data or areas of the Platform for which they do not have access authorization.
(6) The customer shall ensure that its use of the Platform, as well as the use by users authorized by it, complies with applicable legal requirements, in particular the provisions of data protection law, competition law, and relevant export control regulations. The customer is solely responsible for ensuring compliance with these requirements within its own organization.
§ 6 Termination & Contract Term
(1) If the contract is concluded as a credit subscription, the respective subscription term (“Initial Term”) is specified in the accepted offer. Unless otherwise agreed, the Initial Term begins upon conclusion of the contract or on the service start date specified in the offer.
(2) The subscription may be terminated by either party with one (1) month’s notice to the end of the respective subscription term. The date of receipt of the notice of termination is decisive for compliance with the notice period. Notice of termination must be provided in writing (§ 126b BGB).
(3) If the subscription is not terminated in a timely manner in accordance with paragraph (2), it shall automatically renew for the originally agreed Initial Term (renewal period), up to a maximum of twelve (12) months, whichever period is shorter. For each renewal period, the notice period specified in paragraph (2) shall apply again, as shall the aforementioned automatic renewal in the event of failure to terminate the subscription or failure to do so in a timely or effective manner.
(4) Individual contractual agreements, in particular provisions in an offer accepted by the contracting party, shall take precedence over these provisions.
(5) The right of both parties to terminate the contract for cause remains unaffected.
§ 7 Expiration (Strict Expiration Clause)
(1) One-time purchases: Unused Credits expire automatically without replacement three (3) months after they are credited.
(2) Credit subscription: The Credits made available monthly as part of the subscription expire one (1) month after they are provided, unless they have been used during that time for services or analyses on the Platform. Credits do not accumulate.
(3) Days on which the “Neutrum Platform” is unavailable for more than four (4) hours or on which it is significantly disrupted for more than four (4) hours do not count toward the expiration periods specified in paragraphs (1) and (2), but instead extend them accordingly. The expiration of Credits further requires that the Provider has notified the customer at least once a month via e-mail of the impending expiration of Credits. Upon the expiration of the Credits, the claim to the credit values expires permanently. Restoration is excluded.
§ 8 Terms of payment
(1) For self-service bookings, payment is due immediately. For in-person orders, the Provider may grant different payment terms; however, there is no entitlement to such terms. The Provider is entitled to require advance payment or security deposits for in-person orders.
(2) All prices stated in the Provider’s offers and/or on the Provider’s websites are exclusive of the applicable statutory sales tax.
§ 9 Refunds
(1) Once purchased, Credits are generally non-refundable. No refund will be issued solely due to non-use or if the Provider has fulfilled its contractual obligations.
(2) Notwithstanding paragraph (1), the customer is entitled to a refund of unused Credits in the following cases:
a) in the event of a suspension of the “Neutrum Platform” caused or attributable to the Provider that is not merely temporary;
b) in the event of a discontinuation of the credit system;
c) in the event of a justified extraordinary termination by the customer for an important reason attributable to the Provider;
d) in the event of a material change to the service offering of the “Neutrum Platform” that reduces the economic value of unused Credits by more than 20% (in this case, the Provider shall refund the corresponding purchase price on a pro-rata basis);
e) in the event of a valid rescission of the contract for a statutory reason.
§ 10 Breaches of obligations by the customer
(1) If the customer breaches any obligations under these Terms and Conditions, in particular those under § 5, the Provider is entitled to take the following measures, provided that it observes the principle of proportionality:
Level 1 – Warning: In the event of a first-time or non-serious breach of obligation, the customer will be issued a warning in writing or in text form. The warning shall specify the specific breach of duty and set a reasonable deadline of at least seven (7) business days for the customer to remedy the situation.
Stage 2 – Suspension of access: In the event of a serious or repeated breach of obligations, the Provider is entitled to temporarily suspend the customer’s access to the Platform. The suspension does not release the customer from their ongoing payment obligations. Expiration periods pursuant to Section 6 of these Terms and Conditions shall be suspended accordingly for the duration of any suspension for which the Provider is responsible.
Stage 3 – Extraordinary termination: In the event of particularly serious breaches of duty or continued violations following an unsuccessful warning, the Provider is entitled to extraordinary termination in accordance with paragraph (2).
(2) The Provider is entitled to terminate the contractual relationship without notice for good cause pursuant to § 314 of the German Civil Code (BGB) if, taking all circumstances into account and weighing the interests of both parties, the continuation of the contractual relationship can no longer reasonably be expected of the Provider. Good cause exists in particular if the customer:
a) continues or repeats a breach of duty under Section 5 of these Terms and Conditions despite a written warning and the expiration of the set remedy period;
b) intentionally uses the Platform to commit criminal offenses or to infringe upon the rights of third parties;
c) provides the Provider with fraudulently false information during registration or when placing an order;
d) seriously or intentionally violates the prohibition on reverse engineering under Section 5 (4) of these Terms and Conditions;
e) circumvents a suspension under paragraph (1), level 2, through technical measures.
In the cases of subparagraphs (b), (d), and (e), a prior warning is not required if, due to the severity of the violation or the customer’s conduct, a change in behavior is clearly not to be expected.
§ 11 Liability
(1) The Provider shall be liable without limitation:
· in cases of willful misconduct or gross negligence;
· for injury to life, limb, or health;
· in accordance with the provisions of the Product Liability Act as well as
· to the extent of any warranty assumed by the Provider.
(2) In the event of a breach of duty due to slight negligence that is essential for achieving the purpose of the contract (i.e., an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and is entitled to rely), the Provider’s liability is limited in amount to the damage that is foreseeable and typical for the type of transaction in question. In any case, the total liability is limited to the amount of Credits purchased in the last 12 months, provided there is no intentional or grossly negligent breach of duty or damage resulting from injury to life, limb, or health.
(3) The foregoing limitation of liability also applies to the personal liability of the Provider’s employees, agents, and officers.
(4) Notwithstanding the provision in paragraph (1), the provider shall not be liable for events of force majeure that are beyond its reasonable control and that it could not have prevented even with the exercise of due care.
§ 12 Changes to the credit structure
There is no guarantee that the system architecture of the credit system will remain unchanged. The Provider may:
· adjust the pricing structure;
· change discount models;
· modify the credit system.
Such changes will not affect credit purchases or credit subscriptions that have already been completed during the applicable term.
§ 13 Regulatory classification (expanded negative definition)
Credits are purely internal prepaid settlement units. There is no deposit insurance. Credits do not constitute:
· a payment service within the meaning of PSD2.
· a multilateral trading facility.
· a custody of third-party assets.
· a issuance of crypto assets or tokenized rights.
· a entitlement to preservation of value.
· a custody in trust accounts.
· a equity interest in the company.
The customer expressly acknowledges that this is not a financial product subject to regulatory oversight. The purchase of Credits via self-service or personal order does not alter their legal classification. Even in the case of an individual order, no fiduciary, custody, or deposit relationship is established. The acceptance of payments in connection with a personal order does not constitute a payment service within the meaning of PSD2, as the Credits can be used exclusively within a closed system. The system is designed as a closed-loop settlement system.
§ 14 Data protection
(1) The Provider processes the customer’s personal data in connection with the performance of the contract in accordance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).
(2) The customer is responsible for the lawfulness of the transfer of personal data of its employees or other third parties to the Provider. The customer shall indemnify the Provider against any claims by such persons to the extent that such claims are based on a violation of data protection regulations by the customer.
(3) The Provider shall take technical and organizational measures to ensure the security of the processed data.
§ 15 Severability clause
Should individual provisions of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision. This applies accordingly if the Terms and Conditions contain a loophole.
§ 16 Other agreements
(1) The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction and performance is Oldenburg.
As of April 2026
German