Terms and Conditions

Section 1 Scope, order of precedence and contractual documents

(1) These Terms apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Customer, including purchasing terms, become part of the contract only if and to the extent that the Provider has expressly agreed to their application in text form.

(2) References to the Customer’s own purchasing terms in purchase orders or similar documents serve administrative purposes only and have no legal effect on this contract. Performance by the Provider without reservation does not constitute acceptance of any third-party terms and conditions.

(3) In the event of conflicts between the contractual documents, the following order of precedence applies:

1. The individual order page, online checkout, in-app booking, or individual offer.
2. The Data Processing Agreement (“DPA”), including its annexes. It takes precedence over all following documents in data-protection matters.
3. These Terms.
4. The software documentation covering functions, SLA and support.
5. The current price list, where available; otherwise the prices shown on the order page apply.

Section 2 Definitions

• “Platform”: The “Autaxo” SaaS application, currently available at https://garage.autaxo.de.
• “Authorized Users”: Natural persons whom the Customer has authorized to use the Platform.
• “Customer Data”: All data and content entered, uploaded or generated on the Platform by the Customer or its Authorized Users.
• “Software Documentation”: The current description of functions, modules and interfaces published online. For the avoidance of doubt, the documentation does not establish guarantees or service credits unless expressly agreed. The current version can be found here.
• “Subprocessor”: A service provider engaged by the Provider to deliver the services. The current list of subprocessors appears in an annex to the current DPA.
• “Trial Use (Free Tier)”: The unlimited-duration, free use of the Platform for testing, evaluation and training purposes in demo or test mode, without Production Use.
• “Production Use”: Any use to generate legally binding, tax-relevant or accounting-relevant results for real business transactions, in particular the creation of genuine invoices, contracts, export records or accounting documents addressed to real end customers or authorities.
• “Credits (Usage Balance)”: Prepaid internal accounting units used for credit-based services, particularly AI vehicle images, market value analyses and similar services.

Section 3 Subject matter and scope of services

(1) For the term of the contract, the Provider gives the Customer access to the Platform over the internet. The Platform is a technical tool that assists used-car dealers in digitizing commercial processes, such as the technical preparation of accounting data, margin scheme taxation and export processing, and in creating documents.

(3) The Provider continuously develops the Platform. It may modify, adapt or remove functions provided that the essential features of the service are preserved and the change is reasonable for the Customer. Section 15 contains further details.

(4) The license is restricted to the Customer’s business premises or location defined in the subscription. Each additional location, particularly a legally independent branch, requires a separate subscription.

(5) The Provider may use qualified third parties as subcontractors, for example data center operators or API providers, to deliver the services. Data-protection requirements are governed by Section 10 and the DPA.

Section 4 Formation of contract, Trial Use (Free Tier) and transition to Production Use

(1) The contract is formed by online registration and acceptance by the Provider. Free Trial Use and any subsequent Read-Only use form part of this contractual relationship but are free of charge. The Provider reserves the right to verify that the Customer is an entrepreneur, for example by validating its VAT ID.

(2) Trial Use (Free Tier). After registration, new customers receive free, unlimited-duration Trial Use of the Platform for testing, evaluation and training in demo or test mode. The scope generally corresponds to the full feature set, except for Production Use under paragraph 3. There is no time limit, but there is no legal entitlement to permanent free provision; paragraphs 6 and Section 13 apply. Any credit granted with the Free Tier, as referred to in Section 7 paragraph 7, is provided solely for evaluation.

(3) Distinction from Production Use. Trial Use does not permit Production Use as defined in Section 2. Results and documents generated during Trial Use are for evaluation only, are not intended for legal or commercial transactions and may be marked as test or sample documents, for example with a “SAMPLE/TEST” watermark. Before the Customer uses the Platform in production, particularly to create genuine invoices or other legally binding, tax-relevant documents, it must first enter into a paid subscription.

(4) Transition and no automatic conversion. The transition to Production Use occurs only when the Customer actively enters payment details and selects a plan. At no time does Trial Use automatically convert into a paid contract or create an automatic payment obligation. The paid subscription term begins only upon this active transition; see Section 13 paragraph 1.

(5) Read-Only status and deletion for inactivity. If the Customer does not log in for a continuous period of six months, the Provider may downgrade the Free Tier account to Read-Only, deactivate it and, if inactivity continues, permanently delete the data unless statutory retention obligations prevent deletion. At least 14 days before permanent deletion, the Provider will notify the Customer in text form at the stored administrator email address and, until deletion, enable the Customer to obtain Customer Data in a commonly used, machine-readable format such as CSV or JSON.

(6) Termination or discontinuation of Trial Use. The Provider may ordinarily terminate a free Free Tier contract at any time by giving four weeks’ notice in text form and may discontinue or modify the Free Tier offering as a whole on reasonable notice. Section 13 paragraphs 4 and 5 apply accordingly. Section 13 alone governs paid subscriptions.

(7) Fair use and misuse. Trial Use is limited to one account per company or location. In the event of misuse, including multiple registrations to avoid subscribing, Production Use in circumvention of paragraph 3, automated bulk access or sharing with third parties, the Provider may immediately suspend the account and/or terminate the contract. Usage-based limits are specified in the Software Documentation under Section 5 paragraph 4.

Section 5 Rights and restrictions of use

(1) For the term of the contract, the Customer receives a non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own business purposes.

(2) The Customer may not:

a) use the Platform beyond the contractually agreed scope;

b) copy, modify, reverse engineer, decompile or disassemble the software except where this is mandatorily permitted by law, for example under Section 69e of the German Copyright Act (Urheberrechtsgesetz, “UrhG”);

c) Security scans or penetration tests conducted in the exercise of audit rights, for example under Section 7 of the DPA, are permitted if their scope, time frame, test methodology and contacts are agreed in advance and they do not unreasonably impair operation of the Platform. The Provider will not unreasonably withhold consent. In the event of a specific security incident or a substantiated suspicion of security defects, the parties will promptly agree on an appropriate procedure.

(3) Where there are reasonable grounds to suspect a breach of these Terms or an acute security risk, the Provider may temporarily suspend access. In urgent cases, such as attacks on the infrastructure, suspension may be immediate; in other cases, it will follow a prior warning. The Customer’s payment obligation continues during a justified suspension.

(4) Usage-based limits, such as quotas or rate limits, specified in the Software Documentation must be observed.

Section 6 Customer obligations and GoBD notice

(1) The Customer is responsible for managing its user accounts and protecting login details from third-party access. The Customer is liable for all actions carried out using its login details to the extent that the Customer is responsible for the misuse.

(2) The Customer must report Platform defects without undue delay and no later than 14 calendar days after becoming aware of them, in text form. To enable rapid processing, reports should be submitted by a designated administrator through the Provider’s ticket system or designated support channel. If the Customer fails to notify the Provider, claims for defects are excluded only to the extent that the omission prevented the Provider from remedying the defect or caused it to worsen; statutory rights, particularly under Section 536c BGB, remain unaffected. The designated support channel is the support email address stated in the legal notice or Platform. Other channels, including telephone and messenger services such as WhatsApp, are for general communication only and are not intended for personal data for which the Customer is responsible; the Customer will not provide such data through those channels.

(3) The Customer indemnifies the Provider and its corporate bodies, employees and agents against all third-party claims, including reasonable, documented costs of legal proceedings and defense such as court, lawyer and expert costs, based on: a) unlawful or contractually prohibited use of the Platform by the Customer or its Authorized Users; b) content or data provided by the Customer, including infringements of copyright, trademark, personality, competition or data-protection rights; or c) a breach of these Terms, particularly the restrictions in Section 5, to the extent attributable to the Customer. The Provider will promptly inform the Customer of claims and, where legally permissible, allow the Customer to conduct the defense. Settlements require the Provider’s prior consent, which may not be unreasonably withheld. Public-law sanctions, such as fines, are included only to the extent permitted by law; statutory rights of recourse remain unaffected. This indemnity is not subject to the limitations of liability in Section 12.

(4) The Customer alone is responsible for checking all results, calculations, suggestions, exports and documents generated by the Platform for factual, tax and legal accuracy and completeness before further use, including delivery to accounting staff, tax advisers, banks, authorities or end customers. The Provider does not review, validate or approve them. The Customer remains solely responsible for complying with all commercial and tax law requirements applicable to it, including the GoBD principles, Section 25a of the German VAT Act and retention obligations. The Platform technically supports standard cases; individual circumstances or complex situations may be represented incompletely and must always be reviewed by the Customer.

(5) The Customer must regularly create local backups of its data using the Platform’s export functions to prevent data loss.

Section 7 Fees, payment terms, additional services and price adjustments

(1) Fees are based on the subscription selected during checkout or the current price list. All prices are exclusive of statutory VAT. Fees are due monthly in advance.

(2) Optional integrations, services or transactions not included in the basic subscription, such as enhanced VIN queries, credit reports, vehicle queries or integrated third-party providers, are shown separately. They are billed after the Customer confirms use or booking. Usage exceeding included quotas, or overages, is billed at the end of the period under the current price list.

(3) Billing occurs in advance for each billing period. Fees paid, including base fees and fees for additional services, are generally non-refundable under the “No Refund Policy.” Mandatory statutory repayment claims remain unaffected, particularly following a justified extraordinary termination for cause due to a breach attributable to the Provider.

(4) a) If the Customer defaults on fees due, the Provider may temporarily suspend access after giving notice in text form and a grace period of at least 14 calendar days. b) If the Customer is in arrears by more than two monthly fees, the Provider may terminate the contract extraordinarily for cause.

(5) a) Cost-based adjustment: The Provider may adjust recurring fees prospectively no more than twice per calendar year if the cost structure underlying the service, including hosting, personnel, external service providers, infrastructure or statutory requirements, changes materially. The adjustment is made at reasonable discretion under Section 315 BGB and only to the extent that relevant cost changes affect the service’s overall calculation; cost reductions must be taken into account accordingly. b) Feature pricing: If the Provider makes new or substantially enhanced functions available within the booked subscription that go beyond the previous scope and objectively add value to typical use cases, the Provider may reasonably adjust recurring fees prospectively. The notice will specifically identify the enhanced functions giving rise to the adjustment and the resulting price change. c) Notice and special right of termination: The Provider will notify the Customer in text form of increases under a) or b), stating the material reasons, at least six weeks before they take effect. The Customer may extraordinarily terminate the contract before the increase takes effect. If the Customer does not exercise this right, the new prices are deemed agreed from their effective date.

(6) Payments are processed by external payment service providers, particularly Stripe Payments Europe, Ltd., Ireland, and PayPal (Europe) S.à r.l. et Cie, S.C.A., Luxembourg. The Customer agrees that data required for payment processing, such as name, address, payment information, invoice data and contract data, will be transmitted to the selected payment service provider. Data is transmitted to perform the contract under Article 6(1)(b) GDPR. Payment service providers may process payment data under their own regulatory responsibility and terms; their respective terms of use and privacy policies also apply.

(7) Credits (Usage Balance). a) Certain functions, particularly AI-assisted generation of vehicle images and other services identified in the price list or Software Documentation, are charged using Credits. b) Credits are a prepaid, purely internal accounting balance; they are not legal tender or electronic money within the meaning of Section 1(2) of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz, “ZAG”), are non-transferable and cannot be redeemed for cash. c) Credits are provided either as (i) a monthly allowance included in the subscription (“Subscription Credits”) and/or (ii) separately purchased Credit packages (“Additional Credits”). The amount and Credit price per service follow from checkout or the current price list; changes to the Credit cost per service are governed by paragraph 5.

(8) Validity and expiry. a) Subscription Credits are valid only during their assigned billing month; unused Subscription Credits expire without compensation at month-end and do not roll over. b) Additional Credits remain valid for 12 months from crediting and then expire without compensation if unused. c) Upon contract termination and in Read-Only status under Section 4 paragraph 5 or Section 13 paragraph 4, all unused Credits expire; there is no entitlement to payment or refund, subject to paragraph 3. Mandatory statutory repayment claims remain unaffected. d) The Provider displays the Credit balance and expiry dates transparently on the Platform and gives reasonable advance notice of the expiry of Additional Credits through the Platform or in text form.

(9) Order of consumption. If both Subscription and Additional Credits are available for a service, Credits expiring first are used first, generally Subscription Credits for the current month followed by Additional Credits on an oldest-first basis. If the available Credits are insufficient, the service can be delivered only after the Customer purchases further Credits or changes plan; paragraph 2 concerning overages remains unaffected.

Section 8 Availability and Service Level Agreement (SLA)

(1) The Provider aims for 98.5% average monthly Platform availability at the handover point, meaning the router output of the data center. This availability is a service target, not a guarantee in the legal sense.

(2) Availability calculations exclude: a) announced maintenance, with planned maintenance generally announced at least 48 hours in advance and emergency maintenance potentially occurring at short notice; b) unavailability caused by circumstances beyond the Provider’s control, such as force majeure, public communications-network failure or cloud-provider disruption; and c) suspensions due to security incidents or the Customer’s contractual breaches.

(3) Measurement, time periods and response times are governed by the Software Documentation. There is no entitlement to flat-rate service credits. Statutory warranty rights and Section 12 remain unaffected. If availability falls materially below the target repeatedly for reasons attributable to the Provider, the Customer may terminate the contract extraordinarily for cause.

Section 9 Warranty

(1) The Provider warrants that, during the contract term, the Platform has the agreed characteristics and provides the essential functions described in the Software Documentation.

(2) The Provider will remedy defects in quality or title within a reasonable period. A remedy may also consist of providing workarounds.

(3) The Provider does not warrant that use of the Platform will achieve particular commercial objectives or tax acceptance, for example by tax auditors. Algorithms are maintained with due commercial care, but accuracy in individual tax cases is not guaranteed.

(4) Strict liability for initial defects under Section 536a(1) BGB is excluded.

(5) For the avoidance of doubt, the warranty under paragraphs 1 and 2 covers the technical operation of the Platform, meaning availability, usability and processing in accordance with the Software Documentation, not the substantive accuracy of professional results. Where the Platform provides tax or legal logic, calculations or document and contract templates, the Provider owes only technical processing of the Customer’s inputs and configurations. No warranty is given for tax or legal accuracy, acceptance or audit resilience in an individual case; Section 3 paragraph 2 and Section 6 paragraph 4 remain unaffected.

Section 10 Data protection, DPA, subprocessors and AI training

(1) The Provider processes personal data on behalf of the Customer within the meaning of Article 28 GDPR. The Data Processing Agreement (“DPA”) is an integral part of this contract. The DPA is concluded electronically with the main contract, for example upon registration and/or booking a paid subscription, and requires no separate signature. The version and date of the DPA provided to the Customer at the time of contract formation, which the Customer can download in a permanently storable form, are authoritative. Online access to a “current version” is for information only; amendments occur solely under the amendment provisions in these Terms and the DPA.

(2) Subprocessors and their locations are listed in the DPA annex and may be added or changed under the procedure defined in the DPA.

(3) Technical and organizational measures (“TOMs”) protecting data are described in the DPA or its annex.

(4) The Provider will notify the Customer without undue delay of personal data breaches to the extent they affect the Customer.

(5) Data is transferred to third countries outside the EU/EEA only on the basis of appropriate safeguards, such as the EU Standard Contractual Clauses (“EU SCCs”).

(6) The Provider may use non-personal, fully anonymized or aggregated data for statistics, quality assurance, product improvement and industry analyses, provided neither the Customer nor natural persons can be identified and no confidential information or trade secrets of the Customer are disclosed; Section 11 remains unaffected. Re-identification of the Customer or natural persons is prohibited. Training data for artificial-intelligence functions may not contain personal data. Customer Data is used for training only in fully anonymized or aggregated form or with the Customer’s prior consent in text form.

Section 11 Information security and confidentiality

(1) The parties undertake to keep all information marked confidential or confidential by its nature, particularly trade secrets, technical details and customer lists, confidential without time limit and to use it only to perform the contract. This does not apply where the information: a) was demonstrably already lawfully known to the receiving party upon disclosure; b) becomes publicly known without breach of this obligation; c) is lawfully disclosed to the receiving party by a third party without a confidentiality obligation; or d) is independently developed by the receiving party. Statutory disclosure obligations and official or court orders remain unaffected; where legally permissible, the receiving party will inform the other party in advance. The Provider may disclose confidential information to subprocessors where necessary to perform the contract and where they are bound to confidentiality.

(2) The Provider employs appropriate technical and organizational measures to secure the Platform.

(3) Log and diagnostic data may be processed to maintain operations, defend against attacks and plan capacity.

Section 12 Liability

(1) The Provider has unlimited liability for intent, gross negligence, injury to life, body or health, assumption of a guarantee, fraudulent concealment of a defect and under the German Product Liability Act (Produkthaftungsgesetz).

(2) In cases of ordinary negligence, the Provider is liable only for breaches of material contractual obligations, known as cardinal obligations. These are obligations whose performance makes proper execution of the contract possible in the first place and on whose fulfillment the Customer may regularly rely.

(3) Liability under paragraph 2 is limited to the foreseeable loss typical of this type of contract at the time it was concluded. The parties agree that the agreed fees reasonably reflect the typically foreseeable loss in view of the nature of the service, namely technical provision without tax advice. Liability is therefore limited: a) per damaging event to a maximum of three net monthly base fees for the subscription booked by the Customer at the time of the event; and b) in aggregate per contract year to a maximum of twelve net monthly base fees for that subscription. The monthly base fee is the subscription’s monthly base fee excluding usage-based additional charges and overages, unless expressly agreed otherwise in writing in an individual case.

(4) Under paragraphs 2 and 3, liability for data loss is limited to the typical restoration effort that would have arisen had the Customer performed regular and proper backups. Liability for indirect and consequential loss, particularly loss of profit or production downtime, is excluded to the extent permitted by law.

(5) These limitations apply to all claims regardless of their legal basis and also for the benefit of the Provider’s legal representatives, corporate bodies, employees and agents.

(6) For free Trial Use, and subject to paragraph 1, the Provider is liable only for intent and gross negligence. Section 9 and paragraphs 2 through 4 do not apply to free Trial Use by analogy with Sections 521 and 524 BGB; paragraph 5 remains unaffected.

Section 13 Contract term and termination

(1) The term of a paid subscription begins only when the Customer actively switches to a paid subscription by entering payment details and selecting a plan on the Platform. The subscription runs for an indefinite period and may be terminated under paragraph 2. Free Trial Use and any Read-Only use create no payment obligation.

(2) The Customer may terminate the subscription at any time with effect at the end of the current billing period. The end time displayed in the Customer account or on the in-app order page, in CET/CEST, is decisive. Termination may be declared using “Cancel Subscription” in the account settings. Termination may be declared in text form, for example by email, only if the cancellation function is unavailable for technical reasons; it must then be sent from an administrator email address stored for the Customer account and allow unambiguous identification of that account.

(3) Both parties’ right to extraordinary termination for cause remains unaffected.

(4) At the end of the billing period on which termination becomes effective (“Contract End”), the Customer’s software access is restricted to Read-Only. In this status the Customer can view content but cannot make changes or create records, particularly vehicles, customers or transactions. Self-service export functions are generally no longer available after Contract End unless enabled under an Archive Subscription under paragraph 5. However, within 30 days of Contract End the Customer may make a one-time request for Customer Data in a commonly used, machine-readable format. The Contract End time shown in the Customer account or in-app order page, in CET/CEST, is decisive. After this period, the Customer has no claim to data restoration or reconstruction unless statutory retention obligations prevent deletion.

(5) The Provider may optionally offer a paid archive subscription (“AutaxoArchiv”) that permits continued Read-Only access beyond the period in paragraph 4. Under AutaxoArchiv, Read-Only mode may be extended so the Customer can also use download and export functions, for example for records and evidence; creating new records and editing existing content remain excluded. Price, term and scope follow the current price list or in-app order page. If the Customer does not subscribe to AutaxoArchiv, Customer Data is deleted after the period in paragraph 4 unless statutory retention obligations prevent deletion. Active copies are deleted within 30 days. Backups are overwritten in the regular backup rotation according to the general rotation principles in Annex 1, TOMs, of the DPA. On request, the Provider supplies confirmation of deletion.

Section 14 References and marketing

(1) The Provider may name the Customer as a reference by company name in text form, without its logo, on the website and in sales materials unless the Customer objects in text form (opt-out).

(2) Use of the Customer’s logo or publication of detailed case studies requires the Customer’s prior consent (opt-in). Consent may be given, for example, through a checkbox during onboarding or by email and can be withdrawn prospectively at any time.

(3) Following withdrawal, the Provider will remove the reference within a reasonable period, approximately 14 days for online media.

(4) A reference under paragraph 1 is made only where no individual confidentiality agreement or statutory secrecy obligation prevents it. The Customer may object at any time in text form, after which the Provider will remove the reference within a reasonable period.

Section 15 Amendments to these Terms

(1) The Provider may amend these Terms prospectively for a compelling reason, such as changes in legislation or case law, security requirements, product development, or adaptations to organizational processes or technical specifications. a) Non-material amendments, such as editorial clarifications, updated references or changes causing no disadvantage to the Customer, take effect after notice in text form. b) Material amendments affecting core performance obligations, fees, term, termination or liability to the Customer’s disadvantage will be notified in text form at least six weeks before they take effect. They become effective only with the Customer’s consent, for example by confirmation on the Platform or in text form. If the Customer rejects or does not consent, the previous provisions continue; the Provider may terminate the contract on four weeks’ notice. c) Section 7 paragraph 5 takes precedence for price adjustments.

(2) Functional changes or discontinuation of individual functions and integrations are permitted where reasonable, particularly if equivalent alternatives are supplied, usage is low or third-party interfaces change. a) The notice period is generally at least six weeks. b) A shorter period is permitted for (i) security-critical or legally required changes and (ii) short-notice changes to third-party interfaces or APIs beyond the Provider’s control that make timely adaptation unreasonable. The Provider will inform the Customer without undue delay after becoming aware. c) Where reasonable, the Provider supplies migration guidance or functional alternatives. d) The Customer has a special right of termination in the event of a material and unreasonable deterioration.

Section 16 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.

(2) Essen is the exclusive place of jurisdiction for all disputes where the Customer is a merchant, a legal entity under public law or a special fund under public law.

(3) The Customer may offset only undisputed, finally adjudicated claims or claims ready for a decision. The Customer may exercise rights of retention only insofar as they arise from the same contractual relationship.

(4) Amendments and additions to this contract must be made in text form.

(5) If an individual provision is or becomes invalid, the remainder of the contract remains effective (severability clause). The statutory provisions replace the invalid provision.

(6) The place of performance for all Provider services is the Provider’s registered office.

(7) The Provider may transfer this contract and all or part of the resulting rights and obligations to an affiliated company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (Aktiengesetz, “AktG”) or to a legal successor, for example in an asset or share deal, transformation or other restructuring measure. The Provider will inform the Customer in text form. The Customer may assign claims under this contract only with the Provider’s prior consent; Section 354a of the German Commercial Code (Handelsgesetzbuch, “HGB”) remains unaffected.

(8) The order page or individual offer, this contract including these Terms, the current price list, Software Documentation and DPA constitute the parties’ entire agreement on the subject matter and supersede all previous oral or written agreements. In case of doubt, individual agreements in text form take precedence over these Terms.

Section 17 Intellectual-property indemnity

(1) The Provider indemnifies the Customer against justified third-party claims asserted against the Customer due to infringement of intellectual-property rights, particularly copyright, trademark or patent rights, through contractually compliant use of the unmodified Platform, provided that the Customer: a) promptly informs the Provider in text form; b) leaves sole conduct of the defense and settlement negotiations to the Provider; and c) reasonably supports the Provider.

(2) The indemnity does not apply to the extent claims arise because the Customer: a) uses the Platform contrary to the contract; b) combines it with software or data not approved by the Provider; or c) makes or arranges unauthorized modifications to the Platform.

(3) At its discretion, the Provider may remedy the situation by: a) modifying the Platform so it is no longer infringing; b) obtaining the Customer’s right to continued use; or c) replacing the affected function. If no such remedy is possible on commercially reasonable terms, the Provider may extraordinarily terminate the contract with respect to the affected function and refund pro rata fees paid in advance for the period after the termination takes effect.

(4) To the extent permitted by law, Customer claims arising from or in connection with the indemnity in this Section 17 are subject to the liability provisions and limits in Section 12. Mandatory statutory liability under Section 12 paragraph 1 remains unaffected.

Section 18 Force majeure

(1) Force majeure means events beyond a party’s reasonable control, such as natural disasters, war, terrorism, pandemics, strikes, power or telecommunications-network failures, disruption at cloud or infrastructure providers, or government orders, that materially impair or prevent performance of the contractual services.

(2) For as long and to the extent a party is prevented from performing its obligations by force majeure, those obligations are suspended; agreed deadlines are extended by the duration of the disruption plus a reasonable restart period.

(3) If a force-majeure disruption lasts longer than 60 consecutive days and materially impairs performance, either party may terminate the contract with immediate effect for cause. Fees paid in advance for the period after termination takes effect will be refunded pro rata.

Section 19 Export control and compliance

(1) The Customer represents that it is not listed on any applicable sanctions or embargo list, particularly those of the EU or United States, and that it complies with applicable export-control laws. The Customer undertakes not to use the Platform for transactions that violate such rules.

(2) The Customer undertakes to comply with all applicable anti-corruption, anti-bribery and anti-money-laundering rules. If the Customer materially breaches these obligations, the Provider may terminate the contract with immediate effect for cause.