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General Terms and Conditions

TSMONDO UG (haftungsbeschränkt) — IT security & compliance services

This is a convenience translation. The German version of these General Terms and Conditions is legally binding; in the event of any discrepancy, the German wording prevails.

Key contract terms (extract from our General Terms)

Business customers only. Our software is offered exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code, to legal entities under public law and to special funds under public law. During the order process you confirm that you are entering into the contract in the course of your commercial or self-employed professional activity; this confirmation is logged.

No right of withdrawal. Because we contract exclusively with businesses, there is no right of withdrawal; §§ 312g and 355 of the German Civil Code do not apply.

Prices are net prices plus statutory VAT where applicable. For business customers in other EU member states with a valid VAT identification number, the reverse charge procedure applies.

Monthly subscription. Term: one month from provision of the licence key. It renews by one further month at a time unless terminated in text form by the end of the current contract month. Billing is monthly in advance via the payment service provider.

Annual subscription. Term: twelve months from provision of the licence key. It renews by a further twelve months at a time unless terminated in text form with one month's notice to the end of the term. Billing recurs via the payment service provider.

One-off purchase (TSMONDO DSGVO Manager). You acquire a perpetual right of use. Program versions released within twelve months of provision of the licence key are included in the purchase price. After those twelve months the software remains usable indefinitely; only later versions are no longer part of the purchase. There is no automatic renewal and no need to terminate.

"Text form" means email is sufficient — a letter is not required.

These General Terms and Conditions are addressed exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). They apply as a framework agreement for all present and future contracts between the parties.

Table of contents

Part A — General provisions

§ 1 Scope of application, definitions

(1) These General Terms and Conditions (GTC) apply to all business relationships of TSMONDO UG (haftungsbeschränkt) — hereinafter "TSMONDO" — with its customers, in particular to consulting, project management, training, audit support, the provision of TSMONDO's own software as well as the provision of third-party software.

(2) These GTC apply exclusively vis-à-vis entrepreneurs within the meaning of § 14 BGB (German Civil Code), vis-à-vis legal persons under public law and vis-à-vis special funds under public law. No contract is concluded with consumers within the meaning of § 13 BGB.

(3) These GTC, in the version valid at the time the contract is concluded, also apply as a framework agreement for future contracts of the same kind, without TSMONDO having to refer to them again in the individual case. The version valid at any given time is available at tsmondo.de/agb/ and bears a version designation.

(4) These GTC apply exclusively. Deviating, conflicting or supplementary terms of the customer become part of the contract only if TSMONDO has expressly consented to their application in text form. This also applies where TSMONDO renders performance without reservation while being aware of such terms.

(5) Legally relevant declarations by the customer relating to the contract — such as the setting of a deadline, notice of defects, withdrawal, reduction of price or termination — require text form.

§ 2 Conclusion of contract

(1) Offers made by TSMONDO are non-binding unless they are expressly designated as binding. If an offer contains a validity period, it is deemed binding until that period expires.

(2) Presentations on the website, in particular of software products, are not binding offers but invitations to submit an offer. By completing the ordering process, the customer submits a binding offer.

(3) The contract is concluded by order confirmation in text form, by provision of the service or — in the case of software — by provision of the licence key.

(4) The type and scope of the services follow from the offer, the service description and any individual agreements; these take precedence over these GTC.

§ 3 Cooperation of the customer

(1) The parties cooperate closely in every project phase. The customer bears the personnel-related, organisational, technical and subject-matter responsibility within its own sphere. In particular, the customer cooperates by

a) specifying the requirements for the subject matter of the contract in sufficient detail and in good time in text form;

b) documenting identified errors in a comprehensible and, as far as possible, reproducible manner and reporting them without undue delay;

c) continuously maintaining its system environment and keeping it operational;

d) performing or issuing acts of cooperation and declarations on time;

e) deciding on necessary investments in good time;

f) providing the access, information and contact persons required for the provision of the services.

(2) The customer regularly backs up its data with the diligence of a prudent businessman. Immediately before every installation or any other intervention by TSMONDO or by third parties commissioned by TSMONDO, the customer creates a complete backup of all system and application data and stores it in such a way that restoration is possible at any time.

(3) If the customer does not fulfil its obligations to cooperate, or does not do so in good time or in full, dates dependent on them shall be postponed appropriately. Additional expenditure incurred by TSMONDO as a result shall be remunerated on a time and materials basis.

(4) Each party appoints a contact person as well as a deputy and communicates any change without undue delay.

§ 4 Place of work, personnel, subcontractors

(1) TSMONDO provides its services predominantly remotely. At the customer's request, TSMONDO attends on site; travel times and expenses are invoiced in accordance with § 5.

(2) The customer grants TSMONDO the access to its premises required for the performance of the tasks and provides the necessary workplaces.

(3) TSMONDO may deploy employees and subcontractors at its own expense. Subcontractors who are given access to the customer's systems or premises are registered in advance; the customer grants approval and enables them administratively. Approval may not be refused without good cause.

(4) Insofar as this is necessary for secure access to the customer's systems, the customer provides a working device as well as access to its collaboration tools.

(5) TSMONDO remains responsible for the performance of its vicarious agents.

§ 5 Remuneration, prices, expenses

(1) The remuneration follows from the contractual agreement. If no fixed remuneration has been agreed, billing is on a time and materials basis on the basis of TSMONDO's price list valid at the time the contract is concluded.

(2) TSMONDO may adjust its prices for services not yet rendered once per calendar year with three months' notice in text form. If the adjustment exceeds five percent, the customer has a special right of termination effective as of the date the adjustment takes effect. For services already commissioned and firmly calculated and for ongoing consulting quotas, the agreed price continues to apply unchanged. For subscriptions under § 21, § 21 paragraph 4 takes precedence; § 31 does not apply to price changes.

(3) Services outside the agreed scope are remunerated separately. This also applies to expenditure resulting from incorrect or incomplete information provided by the customer, from unverifiable notices of defects, from improper use or from breaches of duty by the customer.

(4) TSMONDO is entitled to reimbursement of necessary expenses, in particular travel costs. For journeys and travel, travel time is remunerated at 50 percent of the agreed hourly rate. Travel costs are invoiced at the actual cost of second-class rail travel or at € 0.40 per kilometre driven; accommodation and subsistence costs in a reasonable amount against proof. Expenses are asserted with the monthly invoice.

(5) If the contract ends prematurely, TSMONDO is entitled to the remuneration for the services rendered up to the date of termination.

(6) All amounts are net amounts plus statutory value added tax. For customers from other EU countries holding a valid VAT identification number, billing takes place under the reverse charge procedure.

§ 6 Payment, default, set-off

(1) Invoices are due for payment without deduction within 14 days of receipt, unless otherwise agreed.

(2) In the event of default in payment, the customer owes default interest at the statutory rate. The assertion of further damage caused by default remains unaffected.

(3) If the customer is in default for more than 30 days with a payment that is not insignificant, TSMONDO may, after prior notice and the fruitless expiry of a deadline, suspend the provision of services and block licence keys. The claim to remuneration remains in existence.

(4) The customer may set off only with claims that are undisputed or have been established with final legal effect. The customer has a right of retention only insofar as it is based on the same contractual relationship.

(5) The assignment of the customer's claims arising from the contractual relationship to third parties requires TSMONDO's consent in text form. § 354a HGB (German Commercial Code) remains unaffected.

§ 7 Deadlines, delay, force majeure

(1) In the schedule and workflow plan, the parties determine which dates are binding. Without express determination, dates are non-binding.

(2) All services are subject to the proviso of timely supply to TSMONDO itself as well as of the fulfilment of the customer's obligations to cooperate.

(3) Events of force majeure release the parties from the affected performance obligations for their duration. Force majeure includes, among other things, natural disasters, war, official orders, epidemics, industrial disputes as well as large-scale failures of electricity or telecommunications networks, in each case provided that they are not attributable to the affected party. The affected party informs the other party without undue delay. If the event lasts longer than three months, either party may terminate the affected part of the contract.

§ 8 Reservation of rights until payment in full

(1) Rights of use granted in software and work results are subject to the condition precedent of payment in full of the remuneration owed for them. Until then, TSMONDO permits use revocably.

(2) In the case of physical deliveries, TSMONDO retains title until all claims arising from the business relationship have been paid in full. Goods subject to retention of title may until then neither be pledged nor transferred by way of security. The customer informs TSMONDO without undue delay in text form of any third-party access as well as of any application for the opening of insolvency proceedings.

(3) In the event of conduct in breach of contract, in particular default in payment, TSMONDO may, after the fruitless expiry of a reasonable deadline, withdraw from the contract, demand the return of the goods and revoke rights of use. The demand for return does not at the same time constitute the declaration of withdrawal.

§ 9 Liability

(1) TSMONDO is liable without limitation

a) for damage caused intentionally or by gross negligence by TSMONDO, its legal representatives or executive employees, as well as for damage caused intentionally by other vicarious agents;

b) for damage arising from injury to life, body or health;

c) under the provisions of the Produkthaftungsgesetz (German Product Liability Act);

d) to the extent of a guarantee assumed.

(2) In the event of slightly negligent breach of material contractual obligations, TSMONDO's liability is limited in amount to the damage foreseeable at the time the contract was concluded and typical for this type of contract. Material contractual obligations are those the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer may regularly rely.

(3) In all other respects, liability is excluded.

(4) Liability under paragraph 2 is limited in amount to € 1,000,000 per instance of damage and to € 2,000,000 for all instances of damage in a contract year. The limitations in paragraphs 2 to 5 do not apply to the cases mentioned in paragraph 1.

(5) For the loss of data, TSMONDO is liable only up to the amount that would have been incurred for restoration in the case of proper and regular data backup by the customer.

(6) The foregoing limitations also apply for the benefit of the legal representatives, employees and vicarious agents of TSMONDO.

§ 10 Confidentiality

(1) The parties treat the other party's confidential information as confidential and use it only for the purposes of the contract. Information is confidential if it is designated as such or is to be regarded as confidential by its nature.

(2) Excluded is information that is generally known, becomes known without a breach, was developed independently or was lawfully obtained from third parties.

(3) If an authority or a court demands the disclosure of confidential information, the affected party informs the other party without undue delay and, to the extent permissible, before disclosure.

(4) The obligations continue to exist for three years after the end of the contract. After the end of the contract, each party returns confidential information on request or destroys it, insofar as no statutory retention obligation exists.

(5) On request, the parties impose corresponding obligations on the employees they deploy.

§ 11 Data protection

(1) Both parties comply with data protection law, in particular the GDPR and the BDSG (German Federal Data Protection Act).

(2) If, in the context of consulting or project services, TSMONDO processes personal data of the customer on the customer's instructions, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before the start of processing. The model agreement is available at tsmondo.de/agb/avv.html. In this case, the right of control and the right to issue instructions lie with the customer.

(3) In the case of the provision of TSMONDO's own software under Part C, no processing on behalf of a controller takes place, since the software runs exclusively locally at the customer's premises and TSMONDO has no access to the data processed there. A data processing agreement is not required for this.

(4) The customer ensures that it is entitled to transmit personal data to TSMONDO and that it has informed the data subjects where necessary.

(5) The data protection information is available at tsmondo.de/datenschutz.html.

§ 12 Use of AI and tools

(1) TSMONDO may use AI-supported software and cloud tools to provide its services. § 4 paragraph 3 applies accordingly to the service providers deployed.

(2) If personal data of the customer is processed in this context, this takes place exclusively on the basis of a data processing agreement pursuant to Art. 28 GDPR. Providers deployed are named as sub-processors and are bound by the same data protection and confidentiality obligations.

(3) Confidential information and personal data are not used for training AI models and are not transferred to third countries without a sufficient legal basis and appropriate safeguards pursuant to Art. 44 et seq. GDPR.

(4) TSMONDO reviews work results created with AI support in terms of subject matter before handover. Responsibility for the service remains with TSMONDO.

(5) The rights in the work results are governed by § 17; this also applies to results created with AI support.

Part B — Consulting, project and training services

§ 13 Subject matter of the services

(1) TSMONDO provides consulting, project management, audit and training services in the field of information security, business continuity, data protection and compliance.

(2) Unless a specific result is expressly agreed, TSMONDO owes the diligent performance of the activity, not a specific result (Dienstvertrag, service contract under German law). In particular, TSMONDO does not owe any particular certification, audit or official decision by third parties.

(3) TSMONDO provides its services in accordance with the state of the art and in observance of the relevant standards and regulations, in particular the GDPR, NIS 2 and the BSIG (German Act on the Federal Office for Information Security), ISO/IEC 27001, ISO 22301, VdS 10100 and BSI IT-Grundschutz.

§ 14 Consulting quotas, minimum purchase

(1) If a consulting quota is agreed, billing takes place monthly according to the effort actually expended at the agreed hourly rate.

(2) If a minimum purchase is agreed, the customer undertakes to fully draw down the agreed quota by the agreed cut-off date. If the quota is not exhausted by then, the difference to the agreed total volume is invoiced as at the cut-off date. This is subject to the condition that TSMONDO was ready to perform and that the failure to exhaust the quota is not attributable to TSMONDO.

(3) Quotas not exhausted expire on the cut-off date, unless otherwise agreed.

(4) One consulting day comprises eight hours.

§ 15 Acceptance in the case of work performances

(1) If, by way of exception, a work performance (Werkvertrag, contract for work under German law) is owed, TSMONDO notifies completion. The customer inspects within 14 days and declares acceptance in text form or identifies defects.

(2) If the customer does not make a declaration within this period and uses the work productively, acceptance is deemed to have been granted.

(3) Insignificant defects do not entitle the customer to refuse acceptance.

§ 16 Term, termination

(1) The term follows from the contractual agreement.

(2) Continuing obligations concluded for an indefinite period may be terminated by either party with three months' notice to the end of the month in text form, unless otherwise agreed.

(3) The right to extraordinary termination for good cause remains unaffected. For TSMONDO, good cause exists in particular if the customer, despite the setting of a deadline, fails to fulfil material obligations to cooperate or is in default for more than 30 days with a payment that is not insignificant.

(4) In the case of project contracts, ordinary termination is excluded insofar as a fixed project period has been agreed. § 14 paragraph 2 remains unaffected.

§ 17 Rights in work results

(1) In the work results created in the course of the consulting — in particular concepts, policies, reports and documentation — the customer receives, upon payment in full, a simple (non-exclusive), non-transferable right, unlimited in time and territory, to use them within its own enterprise including affiliated companies.

(2) TSMONDO remains entitled to continue to use the underlying know-how, methods, templates and building blocks. Pre-existing works, templates and tools of TSMONDO remain its property; the customer receives only the right therein that is required for use in accordance with the contract.

(3) Passing the work results on to third parties for their own commercial use requires consent in text form. Presentation to auditors, examiners, authorities and insurers is permitted without separate consent.

Part C — Provision of TSMONDO's own software

§ 18 Subject matter

(1) Part C applies to the provision, for a fee, of TSMONDO's software products, in particular the TSMONDO NIS2 Manager, the TSMONDO KI-Manager and the TSMONDO DSGVO-Manager.

(2) The software is made available for download as an executable, portable program file and runs exclusively locally on the customer's devices. No hosting, data processing or data storage by TSMONDO takes place.

(3) The program files are signed with a publicly trusted certificate and time-stamped; the publisher is TSMONDO UG (haftungsbeschränkt).

§ 19 Delivery

(1) Delivery takes place exclusively electronically. The customer receives a signed licence key as well as a personalised retrieval address by email. No dispatch on a physical data carrier takes place.

(2) The customer ensures that the email address provided is correct and can receive messages from TSMONDO.

§ 20 Right of use

(1) The customer receives a simple, non-exclusive, non-transferable right, limited in time to the term of the contract, to use the software within its own enterprise as intended. In the case of a one-time purchase under § 21 paragraph 3, the right of use is, by way of derogation from this, unlimited in time. § 8 paragraph 1 remains unaffected.

(2) The licence is granted per enterprise. It applies to the enterprise designated in the licence key issued, including all of its establishments, plants and branches; no additional remuneration is payable for further sites of the same enterprise. An enterprise within the meaning of these terms is the legal entity that concluded the contract. Where several legal entities form part of a single, uniformly managed enterprise and their interaction is due solely to the legal form chosen, they together count as one enterprise and together require one licence; this applies in particular to a limited partnership and its general partner company, for example in the case of a GmbH & Co. KG. In all other respects, the licence does not extend to a group of companies and not to a corporate group: parent companies, subsidiaries and sister companies as well as other companies affiliated with the customer each require their own licence.

(3) Within the licensed enterprise, the number of users and workstations is not limited. All employees and members of the governing bodies of that enterprise may use the software within the scope of paragraph 1. No remuneration is payable per user, per workstation or per end device. External service providers may also use the software insofar as they act exclusively for and on behalf of the licensed enterprise; paragraph 10 otherwise remains unaffected.

(4) The price tier is determined by the staff headcount of the licensed enterprise in accordance with the price list applicable from time to time. The staff headcount is calculated in accordance with Article 5 of the Annex to Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises and accordingly corresponds to the number of annual work units. Part-time and seasonal staff are taken into account on a pro rata basis; owner-managers and partners engaging in a regular activity in the enterprise and drawing financial advantages therefrom are counted; apprentices and students with a vocational training contract are not counted; periods of maternity leave and parental leave are disregarded. By way of derogation from Article 6 of the Annex to the said Recommendation, the staff of linked enterprises are not added; only the staff of the licensed enterprise are decisive. The relevant point in time is the order and thereafter, in each case, the beginning of the renewal period.

(5) The customer itself states the staff headcount when placing the order. TSMONDO does not restrict the licence key technically in this respect. Compliance with the applicable price tier is an obligation of the customer.

(6) If the statement under paragraph 5 was incorrect at the time of the order and the staff headcount calculated under paragraph 4 fell within a higher tier, the customer owes the price of the applicable tier for the period concerned. TSMONDO may claim the difference from the price paid in arrears, but at most for the last twelve months prior to the claim being asserted.

(7) If the licensed enterprise grows beyond the staff headcount of the tier booked during a current contractual or renewal period, the price agreed for that period remains unchanged; no subsequent payment is payable for that period. The customer shall notify TSMONDO of the change in text form before the next renewal. From the next renewal onwards, the tier then applicable shall apply at the price then applicable. If the staff headcount decreases, the customer may switch to the applicable lower tier as of the next renewal.

(8) The customer may switch to a higher tier at any time. The switch takes effect upon issue of a new licence key. For the remaining part of the current contractual or renewal period, the price difference is calculated on a pro rata daily basis.

(9) For enterprises with 5,000 or more staff, the price is agreed separately. Use by such an enterprise requires a corresponding separate agreement.

(10) In particular, the following are not permitted: passing on, rental, lease and sublicensing, use as a service for third parties, use beyond the licensed enterprise, as well as the removal, modification or circumvention of the licence check and of the manufacturer's information.

(11) The statutory powers under §§ 69d and 69e UrhG (German Copyright Act) remain unaffected.

(12) In the event of a culpable breach of paragraph 10, TSMONDO may revoke the right of use with immediate effect after a fruitless warning notice.

(13) Upon request and where there is a legitimate interest, the customer permits verification of whether use remains within the scope of the rights granted. The verification takes place after reasonable prior notice during normal business hours and without access to the customer's content data.

§ 21 Term, renewal, effect of expiry

(1) Monthly subscription: term of one month from provision of the licence key. The term is extended by one further month in each case unless notice of termination is given in text form by the end of the current contract month. Billing takes place monthly in advance via the payment service provider.

(2) Annual subscription: term of twelve months from provision of the licence key, renewal by twelve months in each case unless notice of termination is given in text form with one month's notice to the end of the term. Billing takes place on a recurring basis via the payment service provider.

(3) One-time purchase: the customer acquires a right of use in the software that is unlimited in time. Program releases that appear within twelve months from provision of the licence key are included in the purchase price. After the expiry of these twelve months, the software remains usable without time limit; only later program releases are no longer part of the purchase. No automatic renewal takes place; no notice of termination is required. The one-time purchase is offered for the TSMONDO DSGVO-Manager; for the TSMONDO NIS2-Manager and the TSMONDO KI-Manager it has no longer been offered since 1 August 2026, and for contracts concluded before that date this paragraph continues to apply.

(4) Price adjustment: TSMONDO may adjust the remuneration for subscriptions under paragraphs 1 and 2 with six weeks' notice as of the beginning of a new renewal period in text form. In this case, the customer may terminate the contract until the adjustment takes effect, with effect as of the end of the current period. TSMONDO refers to this right of termination in the notification.

(5) Notice of termination under paragraphs 1 and 2 is to be addressed to info@tsmondo.de. Text form pursuant to § 126b BGB (German Civil Code) is thereby complied with; a handwritten signature is not required. The termination takes effect as of the end of the period paid for in each case; no pro rata refund is made for the current period.

(6) Default in payment: if the customer is in default with the payment of a subscription amount, TSMONDO may suspend the issuance of further licence keys until the arrears have been settled. Paragraph 7 applies accordingly. Extraordinary termination under paragraph 9 remains unaffected.

(7) After the expiry of a subscription under paragraphs 1 or 2, or after a termination takes effect, the software remains capable of being started. The entry of new content as well as the generation of reports and exports are blocked. The customer's locally stored data remains preserved unchanged and accessible in exportable form. In the case of a one-time purchase under paragraph 3, this block does not take effect.

(8) Before expiry, TSMONDO gives notice by email of the upcoming end of the contract. There is no entitlement to such notice; a failure to give it does not extend the term.

(9) The right to extraordinary termination remains unaffected.

§ 22 Updates, reference to standards

(1) What is owed is the quality in accordance with the product description valid at the time the contract is concluded. Public statements by third parties do not constitute an agreement on quality. Product descriptions do not constitute a guarantee in the absence of a separate agreement in text form.

(2) During the term, the customer receives updates including functional extensions without additional remuneration. There is no entitlement to particular future functions.

(3) The software contains references to standards and legal acts, in particular to NIS 2 and the BSIG (German Act on the Federal Office for Information Security), ISO/IEC 27001, ISO 22301, VdS 10100, the NIST Cybersecurity Framework, ISO/IEC 42001 and Regulation (EU) 2024/1689. These mappings are carefully prepared expert guidance. They replace neither a certification nor an examination by an accredited body nor legal advice in the individual case. The assessment of whether the customer itself is affected, and the implementation of the requirements, remain with the customer.

§ 23 Defects, limitation period

(1) The software essentially corresponds to the product description. There are no claims for defects in the case of an insignificant deviation and in the case of only an insignificant impairment of fitness for use.

(2) In the case of updates and new versions, claims for defects are limited to the innovations compared with the previous version status.

(3) Defects must be notified in text form with a comprehensible description of the error symptoms; the notice should make reproduction possible.

(4) In the case of subsequent performance, TSMONDO chooses between repair and replacement delivery. § 536a paragraph 1 BGB (German Civil Code; strict liability, irrespective of fault, for defects existing at the outset) is contracted out.

(5) The limitation period for claims for defects is twelve months from provision; in the case of updates and new versions it begins, to that extent, upon their provision. This shortening does not apply to claims arising from injury to life, body or health, to claims for intentional or grossly negligent breach of duty, to claims under the Produkthaftungsgesetz (German Product Liability Act) or to claims arising from a guarantee assumed; in these respects the statutory periods apply.

(6) Modifications or extensions made by the customer or by third parties cause claims for defects to lapse, unless the customer proves that they were not causal for the defect. The same applies to defects resulting from improper operation, unsuitable operating conditions or unsuitable operating resources.

(7) The customer backs up the data created with the software on its own responsibility. TSMONDO has no access to this data and cannot restore it.

§ 24 Business-to-business character, no right of withdrawal, prices

(1) The software offering is addressed exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), to legal persons under public law and to special funds under public law.

(2) In the ordering process, the customer expressly confirms that it is concluding the contract in the exercise of its commercial or independent professional activity. This confirmation is logged.

(3) Since contracts are concluded exclusively with entrepreneurs, there is no right of withdrawal; §§ 312g and 355 BGB (German Civil Code) do not apply.

(4) All price statements are net prices plus statutory value added tax.

(5) If, after conclusion of the contract, it turns out that the customer acted as a consumer contrary to paragraph 2, TSMONDO may reverse the contract and block the licence key; fees already paid are refunded.

Part D — Third-party software and third-party services

§ 25 Subject matter, role of TSMONDO

(1) Part D applies insofar as TSMONDO brokers or resells software or services of third parties, in particular licences for Instant 27001, Atlassian products and comparable offerings.

(2) In doing so, TSMONDO does not act as manufacturer. Unless otherwise stipulated in the offer, TSMONDO brokers the contract between the customer and the manufacturer or passes on the manufacturer's service to the customer unchanged.

(3) The scope of the service follows exclusively from the service description of the respective manufacturer.

§ 26 Manufacturer terms, rights of use

(1) For third-party software, the licence and usage terms of the respective manufacturer apply with priority. The customer receives the rights of use exclusively to the extent granted by the manufacturer.

(2) TSMONDO refers to the applicable manufacturer terms in the offer or links to them. The customer is obliged to take note of them before concluding the contract.

(3) The term, renewal and termination of the third-party software are governed by the manufacturer's terms. There is no linkage to the term of services under Part B or C unless expressly agreed.

(4) If the manufacturer changes prices, scope of services or terms, TSMONDO passes these changes on for future supply periods. TSMONDO informs the customer without undue delay as soon as it becomes aware of the change.

§ 27 Defects, support, availability

(1) TSMONDO is not liable for defects in third-party software beyond passing on the manufacturer's performance. Upon demand, TSMONDO assigns to the customer its claims for defects against the manufacturer and supports the customer in enforcing them.

(2) Support and maintenance for third-party software are provided by the manufacturer, unless TSMONDO has expressly assumed its own services for this. If TSMONDO assumes the introduction, configuration or training relating to third-party software, Part B applies to this.

(3) If the manufacturer discontinues a product or it becomes permanently unavailable, TSMONDO's obligation to procure ends. Fees already paid for periods not yet drawn down are refunded on a pro rata basis, insofar as TSMONDO itself receives a refund.

(4) Paragraphs 1 to 3 do not apply insofar as TSMONDO has expressly given its own assurance regarding the quality of the third-party software.

Part E — Final provisions

§ 28 Reference customer marketing

(1) The customer grants TSMONDO its consent to name the customer as a reference customer for advertising purposes. The following are covered as non-exclusive rights:

a) the naming of the company name and the depiction of the company logo in a customer list on TSMONDO's website as well as in the email footer of business messages;

b) the naming of agreed project titles as a project reference. The publication of more detailed project information requires prior consent in text form.

(2) The advertising activities are also permitted in printed materials as well as on Xing and LinkedIn. Use in further social media channels requires prior consent.

(3) The customer provides the current company logo in digital form. TSMONDO links the logo to the customer's website, provided the customer maintains one.

(4) TSMONDO may not use the customer's name and logo as part of its own company name, as a business designation or as a distinguishing sign, and may not grant sublicences.

(5) The parties inform each other without undue delay of possible infringements of the rights in the company logo and support each other in the defence, insofar as appropriate in the individual case.

(6) The customer may revoke its consent at any time in text form without giving reasons. TSMONDO thereupon initiates all necessary steps without undue delay. For advertising materials already produced, a sell-off period of three months from becoming aware of the revocation applies. After revocation, TSMONDO does not continue to use the logo and destroys the digital file.

(7) To this extent, this agreement applies as an exception to § 10.

§ 29 Non-solicitation

The parties undertake, during the term of the contract and for twelve months thereafter, not to specifically solicit the employees of the other party who are involved in the project. Excluded are cases in which the employee applies on its own initiative in response to a public job advertisement. For each case of culpable contravention, a contractual penalty in the amount of one gross annual salary of the solicited employee is agreed; the assertion of further damage remains unaffected.

§ 30 Export control and sanctions

(1) Performance of the contract is subject to the proviso that no obstacles arising from national or international provisions of foreign trade law, in particular export control, and no embargoes or other sanctions stand in the way.

(2) The customer warrants that it is not listed on any relevant sanctions list and that it will not pass on the software provided to countries or persons in respect of which an export ban exists.

§ 31 Reservation of the right to amend

(1) TSMONDO may amend these GTC with at least four weeks' prior notice in text form.

(2) The amended version is deemed approved if the customer does not object in text form within four weeks of receipt of the notice of amendment. TSMONDO refers to the possibility of objection and to the deadline in the notification.

(3) If the customer objects, it has a special right of termination as of the point in time at which the amended version enters into force; in all other respects, the previous version continues to apply.

(4) Amendments that materially affect the relationship between performance and consideration require the customer's express consent.

§ 32 Final provisions

(1) Amendments and supplements to the contract require text form. This also applies to the waiver of this formal requirement.

(2) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) The exclusive place of jurisdiction for all disputes arising from and in connection with the contract is Münster, provided that the customer is a merchant (Kaufmann), a legal person under public law or a special fund under public law, or has no seat in the Federal Republic of Germany at the time the action is brought.

(4) If individual provisions are invalid or unenforceable, the validity of the remaining provisions remains unaffected. The parties undertake to replace the invalid provision with a valid one that comes closest to its economic purpose. The same applies accordingly to gaps in the provisions.

TSMONDO UG (haftungsbeschränkt) · Zum Erlenbusch 41c · 48167 Münster

Amtsgericht Münster (Münster Local Court) HRB 17396 · Managing Director: Thorsten Schmitz-Hübsch

tsmondo.de · info@tsmondo.de

Version 2026-08.4 · This version is available at tsmondo.de/agb/.

Status: version 2026-08.4, valid from 3 August 2026. Changes compared with version 2026-07 (valid until 1 August 2026): § 21 supplemented by the monthly subscription, the one-time purchase designated as a provision for legacy contracts, the termination address named, paragraphs renumbered (version 2026-08, valid 2 August 2026). Added in version 2026-08.2: price adjustment for subscriptions, effect of termination on the current period, provision on default in payment. Added in this version: the one-time purchase under paragraph 3 continues to be offered for the DSGVO-Manager and describes the update model; the usage block under paragraph 7 applies only to subscriptions.

TSMONDO UG (haftungsbeschränkt)
Zum Erlenbusch 41c, 48167 Münster
Amtsgericht Münster (Münster Local Court) HRB 17396
Managing Director: Thorsten Schmitz-Hübsch
Email: info@tsmondo.de
VAT ID: DE319493118