LIZ Smart Office | LIZ Solutions | LIZ Booker


These General Terms and Conditions of LIZ Smart Office GmbH (hereinafter: „GTC„) including the

annexes thereto conclusively govern the contractual relations between LIZ GmbH (hereinafter: „LIZ„)
and the
Customer with respect to the services of LIZ specified in the Order Form. Other contractual
arrangements, in particular the general terms and conditions of the Customer, shall not apply.

1. Definitions

The following terms have the meaning given below.

  1. 1.1.  „Customer“ means the legal or natural person named in the Order Form to this Agreement.

  2. 1.2.  „License Term“ means the period specified in the Order Form for which a Software
    Subscription is valid.

  3. 1.3.  „Licensed Software“ means the software specified in the Order Form.

  4. 1.4.  „LIZ Sensor“ is a device to collect and provide for processing analysis data such as workplace
    usage, air quality, noise level, lighting, temperature and/or other parameters relevant to office

  5. 1.5.  „Order Form“ means an order form of LIZ by which the Customer may order Software or
    Services from LIZ.

  6. 1.6.  „Rental Item“ means the item specified in the Order Form that the Customer is renting.

  7. 1.7.  „Services“ summarizes as a generic term consulting services, training services and/or support

  8. 1.8.  „SLA“ means the Service Level Agreement (LIZ Software) attached hereto.

  9. 1.9.  „Software Subscription“ means the Customer’s right to use the Licensed Software of LIZ
    specified in the Order Form.

  10. 1.10.  „Usage Fee“ means the compensation for the transfer of Licensed Software specified in the
    Order Form.

  11. 1.11.  „User“ means a particular person who uses the Licensed Software.

2. General

  1. 2.1.  The services of LIZ are exclusively aimed at entrepreneurs (§ 14 German Civil Code), legal
    entities under public law and special funds under public law.

  2. 2.2.  The GTC shall apply in their applicable version as a framework agreement also to future
    contracts on the services of LIZ with the same Customer, without LIZ having to refer to them
    again to the Customer in each individual case.

  3. 2.3.  These GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and
    conditions of the Customer shall only become part of the contract if and to the extent that LIZ
    has expressly agreed to their applicability. This requirement of consent shall apply in any case,
    for example even in cases where LIZ, being aware of the Customer’s general terms and
    conditions, carries out services to the Customer without reservation.

3. Conclusion of Contract

  1. 3.1.  The offers of LIZ are subject to change and non-binding.

  2. 3.2.  The order of the contractual service by the Customer shall be deemed a binding contractual
    offer. Unless otherwise stated in the order, LIZ is entitled to accept this contractual offer within
    four weeks after receipt. As a rule, the contract is concluded by the countersignature by LIZ of
    the Order Form signed by the Customer. The acceptance of the contract may be declared
    either in writing (e.g. by countersignature of the Order Form or any other written order
    confirmation) or by delivery of the service to the Customer.

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4. Compensation

  1. 4.1.  The prices are exclusive of the applicable statutory value-added tax. Payments are to be made
    free of charge to the paying agent of LIZ.

  2. 4.2.  Invoices shall be paid net within 20 days, unless a shorter payment period is specified in the
    Order Form or the invoice documents. Upon expiry of the aforementioned payment period, the
    Customer shall be in default.

5. Providing the Licensed Software, Availability, Scope and Limitations of Use

  1. 5.1.  Provision of Licensed Software: LIZ shall provide the Customer with the Licensed Software
    designated in the respective Order Form in the latest version including the user documentation
    which can be retrieved online for the License Term. LIZ grants the Customer a right in
    accordance with this section 5 concurrently against payment of the Usage Fee by the

  2. 5.2.  LIZ uses the cloud service provider Amazon to fulfill its services. The location of the cloud
    storage is within the European Union.

  3. 5.3.  Scope of Use and Features: The scope of use for the Licensed Software that is the subject of
    this Agreement is governed by the Order Form and these GTC.

  4. 5.4.  Availability: LIZ is responsible for an availability of Licensed Software of at least 96% of time
    in a calendar month starting from the node of the data center where the Licensed Software is
    hosted. Only the Customer is entitled to report a disruption. The report shall be made by e-mail
    to the following address:

  5. 5.5.  In order to optimize and enhance the availability of LIZ, LIZ plans for scheduled maintenance
    works. The Customer shall be informed at least one (1) business day in advance about
    scheduled work via e-mail by LIZ (if such scheduled work has a potential impact on the
    availability of LIZ). This does not include emergencies. Time for maintenance works shall be
    deemed time during which LIZ is available and not as time of disruption. Maintenance works
    may not be performed more than two (2) times per month and may not exceed six (6) hours in
    time per service. LIZ shall endeavor to schedule maintenance works during off-peak hours.
    The aforementioned availability does not apply to times when LIZ cannot be reached via the
    Internet due to technical or other problems beyond the control of LIZ. In particular, if an outage
    is caused by the following circumstances, this shall not be considered as downtime (lack of
    availability): (i) force majeure withing the meaning of section 7.8, (ii) failure of mobile networks
    or push services, (iii) disruption of network (such as WIFI, LAN, POE, firewall) at the
    Customer’s site, (iv) power cut or outage at any site of the Customer’s, (v) non-fulfillment or
    breach of the Customer’s cooperation obligations, (vi) disruptions caused by the Customer, or
    (vii) disruption reported by the Customer in the absence of any disruption.

  6. 5.6.  Limitation of Use: The Customer undertakes to use the Licensed Software as contractually
    agreed and not to provide it to any unauthorized third party or otherwise make it available to
    any unauthorized third party. The Customer is not entitled to reverse engineer, decompile,
    disassemble, modify, duplicate or use any part of the Licensed Software to create a separate

The Customer undertakes,

  1. (i)  except as expressly permitted in this Agreement, not to modify, copy, use or create
    derivative works from the Licensed Software or any part thereof in any manner

  2. (ii)  not to attempt to circumvent, disable or defeat any technical usage limitations of the
    Licensed Software or any part thereof;

  3. (iii)  not to transfer, sell, rent, lease, distribute, sublicense, lend or otherwise provide the
    Licensed Software, in whole or in part, to any third party (other than the authorized
    persons named in the Order Form);

  4. (iv)  not to change or remove proprietary notices on Licensed Software;

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(v) not to use the Licensed Software to provide its own time-sharing services,
software-as-a-service („SaaS“) offerings, service bureau services, or as part of an
application service provider or service offerings.

  1. 5.7.  Access Protection: The Customer undertakes to adopt appropriate measures to secure the
    Licensed Software (including the user documentation) against access by unauthorized third
    parties, in particular not to disclose the access code provided by LIZ nor the self-generated
    user ID to third parties and to protect it against unauthorized access by third parties. LIZ is
    entitled to change the access data where justified, especially if there is reason to believe that
    the access data and user passwords are used by unauthorized third parties. LIZ shall inform
    the Customer of the change and a new access code in due time.

  2. 5.8.  Industrial Property Rights: LIZ is entitled to all industrial property rights existing in or in
    connection with the Licensed Software. The ownership of the Customer or User of data
    carriers, data storage devices and other hardware shall not be affected hereby, nor shall the
    rights of the Customer or User to the consulting cases stored and saved in the download file.
    However, the Customer shall ensure that, prior to destruction, sale or other transfer of the data
    carriers, data storage devices or other hardware, the material stored therein is completely
    deleted. This does not apply to the consulting cases of the Customer or the User stored and
    saved in the download file.

6. Provision of Licensed Software, Conditions of Use and System Requirements, Updates,
Cooperation by the Customer

  1. 6.1.  The use of the Licensed Software begins with the initial provision of the Licensed Software by
    granting the possibility of use (e.g. by sending the information required for logging in).

  2. 6.2.  The Licensed Software is designed for use on certain hardware designated and authorized by
    LIZ and for interaction with certain other computer programs. These conditions of use are
    specified in the Order Form. In case of use of the Licensed Software without compliance with
    the conditions of use, the obligation of LIZ to provide warranty in accordance with these terms
    of use shall not apply.

  3. 6.3.  The Customer shall ensure that the system requirements specified in the Order Form are
    available to it.

  4. 6.4.  Upon conclusion of the contract, the Customer shall notify LIZ of the LIZ Sensors in its office
    space (to the extent included in the scope of use), indicating the exact location as well as the
    unique ID of the LIZ Sensors. The notification shall be made in electronic, machine-readable

  5. 6.5.  The Customer shall inform LIZ in accordance with section 6.4 if it expands or restricts its office
    space with LIZ Sensors and/or changes the available LIZ Sensors in spatial terms. The
    Customer shall always provide LIZ with complete and correct information about the LIZ
    Sensors it uses.

  6. 6.6.  To the extent that the Customer restricts the available LIZ Sensors pursuant to section 6.5, LIZ
    shall remove such sensors from the cloud so that such LIZ Sensors would no longer be used
    as data suppliers.

  7. 6.7.  The compensation owed under the Order Form shall be adjusted accordingly in the event of an
    expansion or restriction at the beginning of the respective next billing period.

  8. 6.8.  The Customer grants LIZ the right to access the Customer’s user area to the extent necessary
    for the maintenance and servicing of LIZ and for the correction of any defects. LIZ is further
    entitled to provide support services by way of remote maintenance or remote diagnosis. The
    Customer shall ensure that the technical requirements specified for this purpose in the Order
    Form are met by the Customer.

7. General and Development Services by LIZ

  1. 7.1.  The subject of the respective service or development order is the agreed service designated in
    the Order Form. As a rule, the services are provided against payment.

  2. 7.2.  In case of doubt, the achievement of a certain outcome shall not be owed.

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  1. 7.3.  Subsequent changes to the content of service must be made in writing. In the event of
    subsequent changes to the content of service, any deadlines, acceptance modalities,
    compensation and reimbursement of expenses shall be adjusted in accordance with the

  2. 7.4.  If the agreed service is the production of software, LIZ undertakes, insofar as this is technically
    possible and nothing else has been agreed, to hand over the accompanying data sets and/or
    the software to the Customer on a suitable data carrier or to install it on a web server.

  3. 7.5.  All services provided by LIZ shall be checked by the Customer for their content and
    functionality and shall be approved within seven days after receipt by the Customer. If they are
    not approved in time, they shall be deemed approved by the Customer.

  4. 7.6.  The Customer shall provide LIZ with all information and documents required for the
    performance of the service without delay. It shall inform LIZ without delay about all events that
    are of importance for the execution of the order, even if these circumstances become known
    only during the execution of the order. The Customer shall bear the costs arising from the fact
    that work has to be repeated by LIZ or is delayed as a result of incorrect, incomplete or
    subsequently changed information provided by the Customer.

  5. 7.7.  The Customer is obliged to check the documents provided for the execution of the order for
    any existing rights of third parties. LIZ shall not be liable for infringement of such rights. If a
    claim is made against LIZ due to such an infringement, the Customer shall indemnify and hold
    LIZ harmless; the Customer shall compensate LIZ for all disadvantages incurred by LIZ due to
    a claim by a third party. This also applies to reasonable costs of legal defense in this respect.

  6. 7.8.  Deadlines and dates for deliveries and services indicated by LIZ or the Customer shall not be
    fixed dates, unless they have been expressly agreed as such by the parties in writing. If the
    performance of LIZ is delayed for reasons outside of its control or for which it is not
    responsible, such as events of force majeure and other unforeseeable events that cannot be
    averted by reasonable means, the performance obligations of LIZ shall be suspended as long
    as the impediment exists. The performance deadlines shall be extended accordingly. If such
    delays last more than two months, the Customer and LIZ shall be entitled to withdraw from the
    service order.

  7. 7.9.  If LIZ is in default, the Customer may withdraw from the contract only after having granted LIZ
    in writing a reasonable period of time, which may not be less than two (2) weeks, after the
    occurrence of the default, and such period of time has expired to no avail.

  8. 7.10.  If the Customer is in default of acceptance or violates other obligations to cooperate, LIZ shall
    be entitled to claim the damage incurred by it, including any additional expenses. In this case,
    the risk of accidental loss or accidental deterioration of the performance shall also pass to the
    Customer at the time the Customer is in default of acceptance.

  9. 7.11.  LIZ shall be entitled, at its own discretion, to perform the contractual services itself or to use
    competent third parties as subcontractors for the performance of such services.

  10. 7.12.  The Customer shall be entitled to independently commission third parties in connection with
    the contractual service only after prior consultation with LIZ and at its own expense. Insofar as
    the Customer commissions third party services, the respective contractors shall be vicarious
    agents of the Customer.

  11. 7.13.  Unless expressly agreed otherwise, the expenses incurred by LIZ in connection with the
    respective service shall be reimbursed separately by the Customer. Expenses within the
    meaning of this section are, in particular, third-party costs incurred by the commissioning of
    third parties, travel and transport expenses, etc.

  12. 7.14.  LIZ may request reasonable advances for expenses.

8. Industrial Property Rights and Copyrights; Defects of Title

  1. 8.1.  Unless otherwise agreed, LIZ shall grant the Customer only those rights to the work results
    that are necessary to achieve the purpose of the contract.

  2. 8.2.  Unless otherwise agreed, LIZ is obliged to make the delivery free of third party industrial
    property rights and copyrights (hereinafter: IPR) only in the country of the place of delivery. If a

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third party raises justified claims against the Customer due to infringement of IPR by deliveries
made by LIZ in accordance with the contract, LIZ shall be liable to the Customer as follows:

  • –  LIZ shall, at its option and at its expense, obtain a right of use for the relevant deliveries,
    modify them in such a way that the IPR would not be infringed, or replace them if and to
    the extent that the functionality of the owed software would not be significantly impaired

  • –  If this is not possible for LIZ under reasonable conditions or if the subsequent performance
    by LIZ fails within a reasonable grace period set by the Customer, the Customer may
    withdraw from the contract or reduce the compensation in accordance with statutory

  • –  The obligation of LIZ to pay damages shall be governed by section 10 of these GTC.

  1. 8.3.  The aforementioned obligations of LIZ shall only exist to the extent that the Customer
    immediately notifies LIZ in writing of the claims
    asserted by the third party, does not
    acknowledge an infringement and all defensive measures and settlement negotiations are
    reserved to LIZ; in this context, the Customer shall grant LIZ all powers of attorney and
    authority necessary to defend the Software against the asserted rights of third parties. If the
    Customer discontinues the use of the delivery for reasons of mitigation of damages or other
    important reasons, the Customer shall be obliged to inform the third party that the
    discontinuation of use does not constitute an acknowledgement of an infringement of IPR.

  2. 8.4.  Claims of the Customer are excluded insofar as the Customer is responsible for the
    infringement of IPR.

  3. 8.5.  Claims of the Customer shall also be excluded if the infringement of the IPR is caused by
    special specifications of the Customer, by an application not foreseeable by LIZ or by the fact
    that the delivery is modified by the Customer.

  4. 8.6.  LIZ reserves its unrestricted property rights and copyrights to cost estimates, drawings,
    manuals and other documents (hereinafter: Documents). The Documents may only be made
    accessible to third parties with the prior consent of LIZ and, if the order is not placed with LIZ,
    shall be returned to LIZ immediately upon request.

  5. 8.7.  In the event of other defects of title, the provisions of section 10 of these GTC shall apply

  6. 8.8.  Further claims or claims other than those provided in this section 8 of the Customer against
    LIZ and its vicarious agents on the basis of defect of title are excluded.

  7. 8.9.  The Customer is not entitled to assign rights to the services, in particular the right to use the
    owed software, to third parties without the prior written consent of LIZ.

  8. 8.10.  If an assignment and/or transfer in the aforementioned sense has nevertheless taken place,
    the Customer is obliged to inform LIZ of the name and address of the third party. The further
    rights of LIZ in case of unauthorized assignment and/or transfer of the owed software remain

9. Rental Items

  1. 9.1.  For safety reasons also, only the intended use is permitted for the items rented from LIZ. All
    instructions for use, protective devices and protective regulations, in particular the accident
    prevention regulations for the rented equipment, are to be strictly observed. The Customer is
    not entitled to leave any Rental Item to a third party.

  2. 9.2.  The Customer is not entitled to use a Rental Item that is damaged or not in safe operational
    condition. The Rental Item may not be opened or repaired by the Customer or any third
    person. All repairs are to be carried out by LIZ or a partner authorized by LIZ.

  3. 9.3.  The Customer shall store the Rental Item carefully, in particular secure it against theft and
    protect it from fire and the effects of the weather.

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  1. 9.4.  The Customer shall check the completeness of the items and accessories, including the
    relevant operating instructions, upon taking over the Rental Item. LIZ shall assist with the
    inspection upon request.

  2. 9.5.  The Customer is liable for loss of or damage to the Rental Item or parts thereof. As
    compensation for damages, the Customer shall pay the current list price for the Rental Item.
    The Customer is at liberty to prove that no damage or damage to a significantly less extent has
    occurred. Excluded from the Customer’s liability for damages are such damages that are due
    to normal wear and tear of the Rental Item.

  3. 9.6.  The Customer is obliged to immediately report to LIZ any damage or wear and tear on the
    Rental Item that occurs during the rental period.

  4. 9.7.  If the Rental Item is not returned at the time agreed between the parties, the Customer shall
    pay in full the rent due for the following time unit (by day, week or month, depending on the
    Rental Item). LIZ reserves the right to assert a claim for damages in excess thereof.

10. Troubleshooting and Warranty

  1. 10.1.  In the event of errors in the LIZ software, the reaction times provided in the SLA for
    troubleshooting shall apply.

  2. 10.2.  In the event of other errors in services, the Customer shall be entitled to first request correction
    of the error and, if the error has not been corrected within a reasonable period of time after
    notification, to request a reasonable reduction of the compensation for the duration of the
    existence of the error.

  3. 10.3.  Termination due to failure to use the licensed or Rental Items in accordance with the contract is
    only permissible if the Customer has given LIZ sufficient opportunity to perform troubleshooting
    and this has failed. A failure of troubleshooting is only to be assumed if it is impossible, if it is
    refused by LIZ or delayed in an unreasonable manner, if there are reasonable doubts
    regarding the prospects of success or if for other reasons it would be unreasonable for the
    Customer otherwise.

  4. 10.4.  LIZ does not warrant that the contractual software is free from defects, errors, bugs and
    temporary server failures despite the greatest possible care.

  5. 10.5.  The Customer is obliged to provide LIZ with verifiable documents and information on the type
    and occurrence of deviations from the performance description of the owed software and to
    cooperate in the containment and identification of errors and sources of error.

  6. 10.6.  The Customer is not entitled to remedy errors itself and to demand reimbursement of the
    expenses required therefor unless the requirements of § 69 d) of the German Act on Copyright
    and Related Rights are met.

  7. 10.7.  The Customer shall immediately notify LIZ of any defects in LIZ. In doing so, the Customer
    shall take into account LIZ’s instructions and forward to LIZ all available information necessary
    for the elimination of the defect.

  8. 10.8.  Warranty claims shall become time-barred twelve (12) months after the date on which the
    Customer had knowledge of the existence of an error or after the date on which the Customer,
    acting without gross negligence, should have become aware of the circumstances of the error
    and reported it. This shall not apply in cases in which, because of the defect, claims for
    damages are asserted for injury to life, limb or health and/or in cases in which the defect was
    caused by gross negligence or wilful intent and/or in cases in which the damaging event
    simultaneously involves the breach of a guarantee promise. Claims arising from the
    inadequate fulfillment of remedy claims shall also become time-barred from the point in time
    specified in sentence 1.

11. Liability

11.1. LIZ shall be liable for the loss of data only up to the amount that would have been incurred to
restore the lost data if it had been properly and regularly backed up.

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  1. 11.2.  The owed software has been examined by LIZ prior to its delivery to determine whether it
    contains any disruptive or harmful software („virus“). This also applies with respect to any new
    version or updates.

  2. 11.3.  LIZ shall be liable for damages based on an intentional or grossly negligent breach of duty or
    malice on the part of LIZ, its legal representatives or its vicarious agents. If LIZ is liable for a
    grossly negligent breach of duty according to sentence 1, the liability for damages is limited to
    the foreseeable, typically occurring damage.

  3. 11.4.  In addition, LIZ shall also be liable for damages caused by simple negligence, insofar as the
    negligence concerns the breach of such essential contractual obligations, the fulfillment of
    which enables the proper execution of the contract in the first place and on the compliance
    with which the Customer may regularly rely (cardinal obligations). In this case, however, the
    liability is limited to the foreseeable, typically occurring damage.

  4. 11.5.  Furthermore, LIZ shall be liable without limitation for damages to life, body and health for which
    it is responsible and which are based on a negligent or intentional breach of duty. LIZ shall also
    be liable, insofar as it has given a guarantee of quality or durability with regard to the
    contractual products, within the scope of such guarantee.

  5. 11.6.  Any further contractual or statutory liability is excluded – unless it is mandatory by law –
    regardless of the legal nature of the asserted claim.

  6. 11.7.  To the extent that LIZ’s liability is excluded or limited, this shall also apply to the personal
    liability of its employees, workers, representatives and vicarious agents as well as to its liability
    for their conduct.

  7. 11.8.  The strict liability of LIZ for initial material defects of the Rental Item (§ 536a paragraph 1, 1st
    alternative of the German Civil Code) is excluded.

12. Confidentiality

  1. 12.1.  The Customer shall protect the Licensed Software from unauthorized access by third parties
    and shall ensure that no copy, publication or other form of disclosure of Licensed Software, in
    whole or in part, occurs unless permitted under the user agreement. The Customer
    acknowledges that the Licensed Software contains valuable confidential information and trade
    secrets and that its unauthorized use and/or unauthorized copies may constitute damage to

  2. 12.2.  The Customer undertakes vis-à-vis LIZ to keep secret all confidential information which
    became or will become known to it in the run-up to and/or in the course of the execution of this
    agreement, in particular to prevent any access to such information by third parties. The
    Customer shall subject all of its authorized users, staff and employees to confidentiality
    obligations to the extent defined herein, insofar as they are not already subject to such
    obligations on the basis of their employment contract.

  3. 12.3.  Confidential in the sense of this agreement is all information which is marked as such by LIZ or
    whose confidentiality can be inferred from the circumstances.

  4. 12.4.  The confidentiality obligation pursuant to section 12.2 shall not apply to confidential information
    (i) which is already in the public domain or generally known at the time the Customer becomes
    aware of it or which becomes known without a breach of this confidentiality obligation, (ii)
    which is given to the Customer by a third party without a breach of a confidentiality obligation
    to LIZ, (iii) developed by the Customer independently of these agreements; or (iv) if and to the
    extent that the confidential information is required to be disclosed pursuant to an enforceable
    governmental or court order and the Customer has notified LIZ promptly after becoming aware
    of the disclosure obligation and has given LIZ the opportunity to object to such disclosure.

13. Data Protection and Order Processing

13.1. The LIZ software designated in the Order Form processes the data collected by the LIZ
Sensors. For this purpose, the Customer grants LIZ and third parties commissioned by LIZ the
right to retrieve the data collected by the LIZ Sensors on its office premises during the term of
the contract as well as to store such data as basis for the operation of LIZ and to make it
available to LIZ for retrieval.

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  1. 13.2.  If the Customer transmits personal data to LIZ in a non-anonymized form, the Customer shall
    be, in the relationship between the parties, solely responsible for the lawfulness (under data
    protection law) of the transmission to LIZ and the collection, processing or use of the
    transmitted data in accordance with the agreement. In this respect, the Customer shall in
    particular ensure that the requirements of order processing (Art. 28 DSGVO) are met, so that
    LIZ collects, processes or uses transmitted personal data of third parties in the context of the
    use of Licensed Software or the provision of Services as a processor for the Customer. For this
    purpose, the parties shall enter into the order processing agreement attached to these terms
    and conditions and in compliance with the requirements of Art. 28 DSGVO.

  2. 13.3.  LIZ uses personal data provided by the Customer exclusively for the performance and
    execution of the contractual relationship. As far as LIZ is the responsible entity within the
    meaning of the data protection law, natural persons whose personal data are stored by LIZ
    shall be entitled to the rights to information, correction, blocking and deletion guaranteed by
    the relevant data protection law. These rights shall be exercised by sending a message by mail
    or electronic mail to the following e-mail address: To the extent that LIZ
    acts as a processor of the Customer, the Customer shall be entitled to the corresponding rights
    to information. After expiry of the contractual relationship, the personal data shall be deleted
    immediately. The deletion shall be replaced by blocking, insofar as the deletion is precluded by
    legal, statutory or contractual retention periods, in particular, but not exclusively for the
    settlement of the contractual relationship.

14. Term; Termination

  1. 14.1.  Subject to the information in the Order Form, this agreement shall enter into force upon its
    conclusion and shall apply in each case to the individual contract components or features to be
    booked separately for the duration specified in the Order Form. Unless otherwise specified in
    the Order Form, the respective agreement per contract component/feature shall be valid for a
    minimum term of 12 months („
    Minimum Term„), during which the respective contractual
    relationship may not be terminated. It shall be automatically extended by a further 12 months
    in each case, unless one of the parties notifies the other party with a notice period of 3 months
    to the end of the Minimum Term or to the end of the respective extension period that an
    extension is not desired. For this purpose, a notification in text form to the respective e-mail
    address of the other party specified in the Order Form shall suffice.

  2. 14.2.  The right to extraordinary termination of this agreement for good cause remains unaffected. A
    good cause for extraordinary termination by LIZ is given in particular if

    •   the Customer is more than four (4) weeks in arrears with full payment of the
      compensation due

    •   the Customer is more than 2 days in arrears with the return of a Rental Item

    •   the Customer has provided third parties with unauthorized access to the Licensed

  3. 14.3.  Furthermore, an extraordinary termination is permitted with a notice period of two (2) weeks if
    LIZ becomes aware of any breach of the terms of use by the Customer or another User, in
    each case if and to the extent that LIZ has issued a warning to the contractual partner and
    within a period of two (2) weeks the breach has not ceased and it has not been proven that the
    breach is not ongoing.

  4. 14.4.  The extraordinary termination must be in writing (e-mail to the e-mail address provided by the
    other party shall be sufficient).

  5. 14.5.  Upon termination of this agreement, all rights of the Customer to use the contractual software
    shall expire (unless LIZ has expressly granted the rights thereto irrevocably). The Customer
    shall return to LIZ or, in accordance with LIZ’s instructions, delete or destroy any deliverables
    that may have been provided and any copies that may have been made thereof and, upon
    LIZ’s request, provide LIZ with written confirmation as evidence of compliance with this

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  1. 14.6.  All payment obligations relating to this agreement and arising prior to termination of this
    agreement and all provisions relating to confidentiality, proprietary rights, industrial property
    rights and protection and restrictions on the use of Licensed Software shall survive any partial
    or complete termination of this agreement.

  2. 14.7.  If the Customer continues the use of the Licensed Software or the Rental Item after the
    termination of the user agreement or if the Customer does not prevent such use by another
    User, the Customer shall be obliged to pay to LIZ a compensation in the amount of the Usage
    Fee or rental fee that would have incurred for the period of use and to compensate LIZ for any
    further damages, if and to the extent that the Customer is responsible for such contractual

  3. 14.8.  In case of termination without notice, the Customer shall immediately return to LIZ any Rental
    received from LIZ. If the Rental Item is not returned within 2 days, LIZ has the right to
    have the
    Rental Item collected at the expense of the lessee.

15. Miscellaneous

  1. 15.1.  If unforeseeable events due to force majeure, e.g. pandemics, mobilization, war, riots, or
    similar events, e.g. strike, lockout, significantly change the economic value or the content of
    the delivery to the detriment of LIZ or have a significant impact on the operation of LIZ, the
    contract shall be adjusted appropriately in good faith. If the latter is not economically justifiable,
    LIZ shall have the right to withdraw from the contract. If LIZ intends to make use of this right of
    withdrawal, it shall notify the Customer within three weeks after becoming aware of the event.
    If no notification is made within this period, its right of withdrawal shall expire.

  2. 15.2.  The Customer may only set off its own claims against claims of LIZ or assert rights of retention
    on the basis of such claims if the claims are undisputed or have been finally determined by a
    court of law.

  3. 15.3.  Unless otherwise agreed in writing, the place of performance and fulfillment shall be the
    registered seat of LIZ.

  4. 15.4.  If the Customer is a merchant, a legal entity under public law or a special fund under public
    law, the sole place of jurisdiction for all disputes arising directly or indirectly from the
    contractual relationship shall be the registered seat of LIZ. However, LIZ shall also be entitled
    to bring legal action at the general place of jurisdiction of the Customer.

  5. 15.5.  The legal relations in connection with this contract shall be governed by German substantive
    law to the
    exclusion of the United Nations Convention on Contracts for the International Sale of
    Goods (CISG).

  6. 15.6.  LIZ reserves the right to amend the GTC. In case of an amendment of the GTC, LIZ shall notify
    Customer of the amendments of the GTC in text form (e.g. by e-mail) („Amendment
    Notice“). The amendments shall become effective vis-à-vis the recipient and the contractual
    relationship shall be continued under the amended terms and conditions if the
    Customer does
    not object to these amendments within four (4) weeks after receipt of the Amendment Notice
    by notification in text form. The timely dispatch of the objection to
    LIZ shall be sufficient to meet
    this deadline. In case of an objection, both parties shall be entitled to extraordinary termination.
    LIZ shall specifically draw the attention of the recipient to the aforementioned consequence of
    failure to object in the written Amendment Notice.

LIZ Smart Office GmbH



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