General Terms and Conditions

§ 1 Scope of Application

(1) These General Terms and Conditions (the "GTC") apply to the use of the "Comms OS" platform (the "Platform") by business customers (the "Customer"). The Platform is operated by Comms Connect GmbH, Tal 30, 80331 Munich, Germany (the "Provider").

(2) The Platform is exclusively directed at businesses within the meaning of § 14 BGB (German Civil Code — statutory definition of "entrepreneur"). Use by consumers within the meaning of § 13 BGB (German Civil Code — statutory definition of "consumer") is excluded.

(3) Deviating or conflicting terms and conditions of the Customer do not become part of the contract unless the Provider expressly agrees to their validity in writing.

§ 2 Contracting Party

The contracting party is:

Comms Connect GmbH

Tal 30, 80331 Munich, Germany

Commercial Register: HRB 295951, Munich Local Court (Amtsgericht München)

Represented by: Rainer Roloff

E-mail: info@comms-connect.de

§ 3 Description of Services

(1) Comms OS is a software-based procurement platform for telecommunications and IT. The Provider renders the following services:

• Analysis of existing telecom/IT contracts and cost structures
• Identification of savings potential
• Preparation of structured procurement recommendations
• Support with implementation (execution support)

(2) The Platform provides structured data and recommendations. It is not an automated ordering platform. Orders or contracts with third-party providers are placed only after explicit approval and in coordination with the Customer.

(3) The exact scope of services results from the individual agreement between the Provider and the Customer.

§ 4 Conclusion of Contract

(1) The contract for use of the Platform is concluded upon creation of a user account and acceptance of these GTC.

(2) By registering, the Customer warrants that it is authorised to act on behalf of the company it represents.

§ 5 Rights of Use

(1) For the duration of the contract, the Provider grants the Customer a simple, non-transferable and non-sublicensable right to use the Platform.

(2) The Customer may use the Platform exclusively for its own business purposes. Use for the benefit of third parties or the sharing of access credentials with third parties is not permitted.

§ 6 Obligations of the Customer

The Customer undertakes to:

• provide truthful and complete information during registration and data collection;
• keep access credentials confidential and protect them from access by third parties;
• not misuse the Platform, in particular not to upload unlawful content;
• comply with applicable statutory provisions.

If the Customer becomes aware of unauthorised access to its account, it must inform the Provider without undue delay.

§ 7 Data Protection and Confidentiality

(1) Personal data is processed in accordance with our Privacy Policy.

(2) The Provider treats all customer data transmitted in connection with the use of the Platform (in particular contract, cost and analysis data) as confidential. Disclosure to third parties takes place only to the extent necessary to render the services or as required by law.

(3) Upon registration, the Provider makes available to the Customer a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR as an annex to these GTC, which the Customer accepts during the registration process. The current Data Processing Agreement is available at commsos.de/en/avv (English convenience translation; the German version at commsos.de/avv is legally binding). Changes to the Data Processing Agreement are communicated to the Customer in accordance with the procedure under § 12.

(4) The Provider implements technical and organisational measures within the meaning of Art. 32 GDPR that are appropriate to the state of the art, the costs of implementation, the nature, scope, context and purposes of the processing, and the likelihood and severity of the risks to the rights and freedoms of data subjects. The measures implemented are described in the documentation kept as an annex to the Data Processing Agreement. A current overview of the sub-processors used is available at commsos.de/subprocessors (German only); the procedure for their approval and replacement is governed by the Data Processing Agreement.

§ 8 Availability

(1) The Provider warrants an average availability of the Platform of 99.5% per calendar month. Availability within the meaning of this clause means that the Customer can access the Platform's core functions (login, provider and contract overview, analytics). Brief impairments of individual secondary functions or of loading speed do not constitute unavailability.

(2) Excluded from the availability calculation are periods during which the Platform is unreachable due to: (a) announced maintenance work under paragraph 3; (b) force majeure, in particular natural events, internet backbone failures or third-party attacks that the Provider could not prevent despite reasonable protective measures; (c) disruptions for which the Customer is responsible, in particular incorrect configuration, network or end-device problems on the Customer's side, or violations of § 6; (d) failures of upstream providers, in particular hosting infrastructure, DNS and payment service providers, to the extent the Provider cannot influence their availability and they were selected with the diligence customary in the trade.

(3) Planned maintenance work is announced to the Customer at least 48 hours in advance in text form or via the portal and, to the extent operationally possible, carried out outside core business hours (Monday to Friday, 8am to 6pm CET). Planned maintenance is limited to 8 hours per calendar month.

(4) For fault reports by the Customer, the time until the first qualified response, each measured on business days Monday to Friday, 9am to 6pm CET, is: 4 hours if the Platform is unreachable for all users; 1 business day if a core function is impaired for individual users or tenants; 2 business days if an individual function is impaired and a workaround exists; 5 business days for display errors without functional impairment.

(5) If actual availability in a calendar month falls below the value under paragraph 1, the Customer shall, upon request in text form within 30 days after the end of the month, receive a credit against the next fee: 5% of the monthly fee for availability of 99.0% to below 99.5%, 10% for 95% to below 99.0%, 20% for below 95%. The credit is capped at 30% of the monthly fee per calendar month and is an independent contractual compensation separate from § 9; further claims under § 9 remain unaffected.

(6) Paragraphs 1 and 5 do not apply to the free-of-charge CommsOS One plan; in that respect, the Provider will endeavour to achieve the highest possible uninterrupted availability without committing to a specific quota.

§ 9 Liability

(1) The Provider is liable without limitation for damages resulting from injury to life, body or health, as well as for intent and gross negligence.

(2) In the case of a slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for this type of contract.

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

(4) The Provider is liable for data loss only to the extent that such loss could not have been avoided through reasonable data backup measures on the Customer's part.

(4a) The Provider's liability for damages caused by slight negligence is limited, per event of damage and in aggregate per calendar year, to the amount of the fees paid by the Customer in the twelve months preceding the event giving rise to the damage, but at least EUR 5,000. This limitation does not apply to damages resulting from injury to life, body or health, to intent and gross negligence, or where mandatory statutory provisions conflict with it.

(5) The above limitations of liability also apply for the benefit of the Provider's vicarious agents.

§ 10 Term and Termination

(1) The contract is concluded for an indefinite period. The Customer may terminate paid plans at any time with effect to the end of the current billing period; no notice period applies. The Provider may terminate with 30 days' notice to the end of a month.

(2) The right to terminate for cause remains unaffected.

(3) After termination of the contract, the Provider will, upon request, make the customer data stored in the portal available to the Customer for download in a common, machine-readable format (CSV or JSON). The request must be made in text form within 30 days after termination of the contract; the Provider will provide the export within 14 days of receipt. If no request is made within this period, all customer data will be irretrievably deleted no later than 60 days after termination of the contract. The Customer's statutory retention obligations under commercial and tax law, in particular §§ 238 et seq., 257 HGB (German Commercial Code — bookkeeping and retention obligations) and § 147 AO (German Fiscal Code — retention of tax-relevant records), concern only the Customer's own bookkeeping and record-keeping duties; the Provider is not obliged to retain customer data beyond the above periods in order to satisfy third-party retention obligations. The Provider's own statutory retention obligations remain unaffected.

§ 10a Assignment of the Agreement upon Corporate Changes

(1) The Provider is entitled to transfer this Agreement, including all rights and obligations, as well as the related Data Processing Agreement, in whole or in part to a third party in connection with a merger, a share or asset acquisition, a conversion under the UmwG (German Transformation Act — Umwandlungsgesetz) or a comparable corporate transaction, without requiring the Customer's consent. The Customer will be informed of the transfer in text form at least 30 days before it takes effect.

(2) The acquiring legal entity fully assumes the obligations under these GTC and the Data Processing Agreement, including the obligations under § 7 paragraph 4 and regarding the storage location of data within the European Union.

(3) If the transfer results in the acquiring legal entity being in direct and material competition with the Customer, or if the level of protection of the data processing materially deteriorates, in particular through a storage location outside the European Union or the European Economic Area or a materially reduced security level compared to Art. 32 GDPR, the Customer may terminate the Agreement for cause within 30 days of receiving the notice under paragraph 1, with effect as of the date of the transfer. § 11 paragraph 6a applies.

(4) In all other respects, the continued existence of the Agreement is unaffected by a corporate change on the Provider's side.

§ 11 Prices and Payment

(1) The list prices published at commsos.de/pricing at the time the contract is concluded apply, unless otherwise agreed in writing. The price displayed and confirmed by the Customer during the order process is decisive. The Provider documents the prices published at the respective time in a traceable manner.

(2) The plan depends on the number of providers managed in the portal and the number of the Customer's companies. The higher of the two tiers applies. A provider is a provider relationship, regardless of how many contracts, connections or licences are assigned to it. A company within the meaning of this clause is any company managed by the Customer in the portal as a separate entity, regardless of group affiliation. The Customer can view the counted number of providers and companies in the portal at any time. The number of users has no bearing on the price; all users are included in every plan.

(3) If the Customer's usage exceeds the limits of its plan, services are neither suspended nor immediately billed differently. The Provider will notify the Customer; the higher plan applies from the next renewal.

(4) The CommsOS One plan is provided free of charge on a permanent basis. The initial onboarding and analysis of the portfolio is free of charge under every plan.

(5) When concluding the contract, the Customer chooses between monthly and annual billing. Under annual billing, the fee for twelve months is due in advance; in return, it amounts to ten times the monthly fee. Neither option involves a minimum term.

(6) § 10 applies to termination. Under annual billing, the contract ends accordingly at the end of the paid year; no pro-rata refund of the fee paid in advance is made upon ordinary termination by the Customer, as the price advantage is precisely the consideration for the advance payment. § 10 paragraph 2 and paragraph 6a of this § 11 remain unaffected.

(6a) If the contract ends prematurely during an already prepaid annual period because the Provider terminates ordinarily under § 10 paragraph 1, the Customer terminates for cause, the Customer terminates under § 10a paragraph 3, or the Customer terminates under § 12 paragraph 3, the Provider will refund to the Customer, within 14 days, the pro-rata portion of the amount already paid that relates to the period after the termination takes effect. If the Customer is responsible for the cause for termination, the Provider's claims for damages remain unaffected.

(7) All prices are exclusive of the applicable statutory value-added tax.

§ 11a Notice on the Business Model and the Provider's Remuneration

(1) In addition to the fees under § 11, the Provider receives award and brokerage commissions from third parties — in particular telecommunications carriers and IT hardware distributors — for brokered contracts. To the extent use of the Platform is free of charge for the Customer, the Provider refinances itself exclusively through such commissions.

(2) The Provider discloses transparently that this commission model may constitute a structural economic incentive. The Provider issues recommendations to the best of its knowledge, based on the data supplied by the Customer and on objective, documented criteria. Commission arrangements do not factor into the recommendation logic.

(3) The Customer may at any time request a statement of the commissions received for its specific brokered transaction.

(3a) Exclusion of double remuneration. If the Provider receives remuneration from a third party for an award concluded via the Platform, the Provider waives that portion of such remuneration corresponding to the amount of fees paid by the Customer under § 11 in the twelve months preceding the award, but no more than the full amount of the remuneration received. This ensures that the Provider does not simultaneously benefit in full from both the Customer and the third party for the same award. This provision serves exclusively to avoid an economic conflict of interest between the Provider and the Customer; it does not give rise to any payment, reimbursement or discount claim of the Customer against the Provider. Further details on the calculation are governed by the service description for the respective award transaction.

(4) In this respect, Comms Connect GmbH acts as a commercial agent or broker within the meaning of §§ 84 et seq. HGB (German Commercial Code — commercial agents) / § 652 BGB (German Civil Code — brokerage contracts) of the respective providers.

§ 12 Amendments to these GTC

(1) The Provider reserves the right to amend these GTC with effect for the future. Amendments will be communicated to the Customer in text form at least 30 days before they take effect.

(2) If the Customer does not object to the amendments within 30 days of receiving the notice and continues to use the Platform, the amended GTC are deemed accepted. The Customer will be separately notified of this legal consequence in the amendment notice.

(3) If an amendment results in a price increase or otherwise materially disadvantages the Customer, the Customer may terminate the Agreement with effect as of the date the amendment takes effect. The amendment notice will refer to this special right of termination. § 11 paragraph 6a applies.

§ 13 Final Provisions

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

(2) The exclusive venue for all disputes arising out of or in connection with this Agreement is Munich, provided the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid provision that comes closest to the economic purpose of the invalid provision.