Terms of Service

Section 1 Scope and contracting parties

(1) These general terms and conditions (the “Terms”) govern all contracts for the use of the software-as-a-service platform “Biber DPP” (the “Platform”) between

BCCM Inkubator GmbH
Bahnhofstraße 32
09648 Mittweida, Germany
Amtsgericht Chemnitz, HRB 36502
represented by Dr. Volker Wannack and Michael Meisel
trading under the brand “Biberware”

(the “Provider”) and the customer.

(2) The offering is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), at legal entities under public law and at special funds under public law. No contract is formed with consumers within the meaning of Section 13 BGB. By registering, the customer confirms that it acts in the course of its commercial or self-employed professional activity.

(3) Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if the Provider does not separately object to them and renders its services without reservation while aware of them. Deviations apply only where the Provider has expressly agreed to them in text form.

(4) These Terms, in the version in force at the time the contract is concluded, also apply to all future contracts between the parties regarding the Platform.

Section 2 Subject matter of the contract

(1) The Provider makes the Platform available to the customer over the internet for the term of the contract. The Platform serves to create, manage and publish digital product passports.

(2) For the term of the contract, the customer receives a simple, non-exclusive, non-transferable and non-sublicensable right to use the Platform for its own purposes within the contractually agreed scope. The software is not transferred for permanent use. There is no claim to release of the source code.

(3) The contract is a lease agreement for the provision of the Platform. The Provider does not owe any particular commercial or regulatory outcome.

(4) The Provider owes neither the creation nor the substantive review of the product and supply-chain data entered by the customer. In particular, the Provider does not owe any review of whether the product passports created by the customer satisfy the regulatory requirements applicable to the customer's products.

(5) The Provider does not provide legal, tax or compliance advice. Guidance, templates, schemas, validation rules and documentation within the Platform are non-binding aids and do not replace the customer's own legal assessment.

(6) The scope of functionality owed follows from the service package (plan) selected by the customer and from the service description on the Provider's website in force at the time the contract is concluded, or from an individually agreed service description. Public statements, advertising and product demonstrations do not constitute an agreement on quality.

Section 3 Conclusion of the contract

(1) The presentation of the Platform and its service packages does not constitute a binding offer.

(2) By submitting the registration form, the customer makes a binding offer to conclude a usage contract. The contract is concluded when the Provider confirms the offer in text form or activates access to the Platform.

(3) On registration, the customer confirms the applicability of these Terms and of the data processing agreement. The Provider records the time and version of that acceptance.

(4) The natural person acting for the customer warrants that they are authorised to make the declaration.

(5) Individual offers made by the Provider are without engagement. A contract based on an individual offer is concluded by corresponding declarations of both parties in text form.

Section 4 Scope of services, further development, preview features

(1) The Provider develops the Platform on an ongoing basis. It is entitled to change, supplement or replace features, provided that the contractually owed purpose of the services is not impaired and the change is reasonable for the customer.

(2) If the Provider intends to discontinue without replacement a feature that is essential to the contractually owed purpose of the services, it will give at least 30 days' prior notice in text form. In that case the customer may terminate the contract for cause with effect from the date the change takes effect.

(3) Services designated as preview, beta or test environment are provided free of charge and without warranty. Neither an availability commitment nor the provisions on data export and deletion periods apply to them. The Provider may change or discontinue them at any time and may delete data stored in them at any time. Use for production data or to fulfil regulatory obligations is not permitted. The Provider's liability in this respect is governed by Section 15, but limited to intent and gross negligence and to the cases named in Section 15(1).

(4) The Provider may use third parties to render its services.

(5) Maintenance and the further development of the features included in the booked service package, including regulatory adjustments of the data models to changes in the applicable legal acts and standards, are covered by the remuneration.

Section 5 Availability and maintenance

(1) The Provider makes the Platform available with an availability of 99.5 per cent per calendar month. The Platform is available when published product passports can be retrieved publicly and the console and the API respond to requests. Measurement is carried out by external monitoring.

(2) The following do not count as downtime: periods of planned maintenance under paragraph 3, periods of force majeure within the meaning of Section 16, disruptions due to circumstances for which the customer is responsible, disruptions of the internet connection outside the Provider's sphere of responsibility, and disruptions at the Provider's upstream suppliers that the Provider cannot avert despite reasonable measures.

(3) Planned maintenance is announced at least 24 hours in advance and scheduled for periods of low usage. It lasts no more than eight hours per calendar month. The Provider may carry out urgent security measures at any time and without prior notice.

(4) For the Business service package, the service level agreement with response times and service credits applies in addition; it forms part of this contract. More extensive commitments on availability, response or recovery exist only where separately agreed.

(5) In the Starter service package, support is provided by email within service hours without guaranteed response times.

Section 6 Credentials and users

(1) Use requires setting up a workspace. The customer provides truthful information on registration and keeps it up to date.

(2) The customer keeps credentials secret, protects them against access by third parties and informs the Provider without undue delay if there are indications of misuse.

(3) The customer is responsible for all actions carried out through the user accounts it has created. This also applies to user accounts that the customer creates, or has created, for employees of its suppliers or other third parties (supplier users). Supplier users are users of the customer and do not establish any contractual relationship of their own with the Provider.

(4) The customer ensures that it is entitled to enter contact and employee data of suppliers and other third parties into the Platform and to grant them access to the Platform, and that it has informed the data subjects to the extent required.

(5) The customer obliges its users to comply with these Terms.

Section 7 Customer obligations and permitted use

(1) The customer is solely responsible for the data and documents it submits, in particular for their accuracy, completeness, currency and lawfulness, and for compliance with the regulatory requirements applicable to its products.

(2) The customer warrants that it holds the necessary rights to the content it submits.

(3) The customer shall in particular refrain from

1. using the Platform in a manner that infringes applicable law or the rights of third parties,
2. introducing malware or impairing the security of the Platform,
3. circumventing or probing security or access restrictions without the Provider's prior consent in text form,
4. loading the Platform beyond the contractually agreed extent, or querying it automatically to an extent that impairs proper operation,
5. decompiling, reverse engineering or reproducing the software, except where mandatorily permitted under Sections 69d and 69e of the German Copyright Act (UrhG),
6. enabling third parties to use the Platform, except as permitted under Section 6(3).

(4) If the customer materially breaches paragraphs 1 to 3, or is in default of payment, the Provider may block access to the Platform in whole or in part. The Provider announces the block in advance and sets a reasonable period for remedy, where this is possible and reasonable in the circumstances. Where there is a risk to the security or operation of the Platform, the block may take effect without prior notice. The customer's payment obligation continues during a block for which the customer is responsible.

(5) The customer indemnifies the Provider against all third-party claims, including reasonable costs of legal defence, that are based on unlawful or non-contractual use of the Platform by the customer or its users. The Provider informs the customer without undue delay of asserted claims and coordinates the legal defence with the customer.

Section 8 Remuneration, payment terms and price adjustment

(1) The prices agreed at the time the contract is concluded apply. All prices are net, plus statutory value added tax at the applicable rate. For cross-border services to entrepreneurs within the EU, the reverse charge procedure applies; the customer provides its VAT identification number for this purpose and informs the Provider without undue delay if it ceases to be valid.

(2) The remuneration follows the service package (plan) selected by the customer. There is no volume-based billing by number of product passports or connected suppliers; the plans cap neither the number of product passports nor the number of suppliers. Public retrievals of published product passports by end users, authorities or other third parties are not charged separately. Onboarding is not part of the service package but is agreed and remunerated separately as a one-off service covering the agreed number of person-days. The same applies to services beyond it, in particular migration and individual customisation.

(3) Remuneration is payable monthly in advance unless a different billing period is expressly agreed. Invoicing is electronic. Invoiced amounts are due for payment without deduction within 14 days of the invoice date.

(4) In the event of default in payment, the customer owes default interest of nine percentage points above the base rate as well as the flat fee under Section 288(5) BGB. The assertion of further damage caused by default remains reserved.

(5) The customer may set off only against undisputed claims or claims established by final court decision. It is entitled to a right of retention only in respect of counterclaims arising from the same contractual relationship.

(6) The Provider may adjust the prices for recurring services with two months' notice in text form, at most once in any twelve months. The adjustment takes effect at the earliest on expiry of a current minimum term; within a current minimum term the agreed prices remain unchanged. The customer may terminate the contract for cause within 30 days of receipt of the notice, with effect from the date the adjustment takes effect. The Provider draws separate attention to this right in the notice.

(7) The Provider may change or discontinue service packages provided free of charge with 30 days' notice in text form.

Section 9 Term and termination

(1) The contract runs for an indefinite period unless a minimum term is agreed.

(2) Where no minimum term is agreed, the customer may terminate with 30 days' notice and the Provider with three months' notice, in each case to the end of a month.

(3) Where a minimum term of twelve months is agreed, the contract renews for successive twelve-month periods. To the end of the respective term, the customer may terminate with two months' notice and the Provider with three months' notice.

(4) The right to terminate for cause remains unaffected. Cause exists for the Provider in particular if the customer is in default of payment of amounts equal to at least two monthly fees, or if it materially breaches Section 7 despite a warning.

(5) Termination requires text form. Termination via a function of the Platform provided for that purpose is sufficient.

(6) Remuneration already paid is not refunded pro rata on ordinary termination. Where the customer terminates for cause for which the Provider is responsible, the remuneration attributable to the unused period is refunded.

(7) The application of Section 545 BGB is excluded.

Section 10 Data export, switching, deletion and continuity of published product passports

(1) During the term of the contract the customer may at any time export its data in a structured, commonly used and machine-readable format. If the customer requests an export in text form, the Provider provides it no later than seven calendar days after receipt of the request. The API gives direct access to the data at any time.

(2) The Provider backs up the Platform data in accordance with Annex 1 to the data processing agreement. Those backups serve the operation of the Platform. The customer additionally creates its own backup copies using the export function under paragraph 1.

(3) On termination the customer states whether it is switching to another provider, taking the data onto its own infrastructure or requesting deletion. At the customer's request, a transition period of up to 30 calendar days follows the termination date, which the customer may extend once by a period it considers appropriate. During the transition period the contract, the obligation to perform and the obligation to pay continue, and the Provider supports the customer with the switch. The contract ends on expiry of the transition period, or, where there is no transition period, on the termination date. If switching within 30 calendar days is technically not feasible, the Provider notifies the customer within 14 working days of receipt of the request, with reasons and in text form, and states an alternative period of no more than seven months.

(4) After the contract ends, export and public retrieval of published product passports remain available for 30 calendar days at no further charge (retrieval period). The Provider then deletes the customer's data. Excluded from deletion is data that the Provider must or may continue to retain on account of statutory retention obligations or for the establishment, exercise or defence of legal claims.

(5) The export under paragraph 1 and the switching steps described in the exit and migration concept in the version in force when the contract is concluded are free of charge. Services beyond that are remunerated under Section 8(2). The exit and migration concept describes the exportable data and the available formats.

(6) If the customer initiates deletion of its workspace during the term of the contract, public retrieval of its product passports ends immediately. Final deletion takes place after 30 calendar days; within that period the deletion may be revoked and an export carried out.

(7) The customer is advised that, as an economic operator, it may be subject to statutory obligations to keep digital product passports available for a certain period and to provide a backup copy through an independent service provider, among others under Regulation (EU) 2024/1781 and Regulation (EU) 2023/1542. On expiry of the retrieval period or on deletion of the workspace, the Provider ceases to make the product passports available. The customer must arrange for continued availability in good time, in particular by export and transfer or migration to another provider. The Provider offers separately remunerated services for the continuation of published product passports. The Provider is not liable for regulatory consequences of a termination or deletion initiated by the customer.

Section 11 Rights in the Platform, customer data, references

(1) All rights in the Platform, its software, documentation, trade marks and signs belong to the Provider. The customer acquires no rights beyond those set out in Section 2(2).

(2) The Provider acquires no rights in the data submitted by the customer. The Provider receives a simple right of use, limited to the term and purpose of the contract, to the extent required to render the services, in particular for storage, reproduction, processing and, where initiated by the customer, publication.

(3) The Provider does not sell the customer's product data, does not use it for its own purposes outside performance of the contract, and does not process it beyond what is necessary to perform the contract.

(4) The Provider may process usage, operating and product data in anonymised or aggregated form that permits no inference about the customer, its suppliers or individual products, for the purpose of operating, securing, diagnosing and further developing the Platform. Publication of such analyses, in particular in the form of comparisons, benchmarks or rankings, takes place only with the customer's prior express consent in text form. Consent may be withdrawn at any time with effect for the future.

(5) If the customer provides the Provider with suggestions for improvement or feedback, the Provider may use these free of charge and without limitation in time or territory to further develop the Platform.

(6) The Provider may name the customer's name and logo as a reference if the customer has consented. Consent may be withdrawn at any time with effect for the future.

Section 12 Confidentiality

(1) The parties treat as confidential all information of the other party that is designated as confidential or is confidential by its nature, use it only for the purposes of this contract, and make it accessible to third parties only to the extent required to perform the contract and where those third parties are correspondingly obliged.

(2) Excluded is information that is or becomes publicly known without breach of this obligation, that was already known to the receiving party, that it developed independently or lawfully received from third parties, as well as disclosures required by law or by an authority.

(3) The obligation applies for the term of the contract and for three years after it ends. Protection of trade secrets under the German Trade Secrets Act (GeschGehG) remains unaffected.

Section 13 Data protection

(1) Where the Provider processes personal data on behalf of the customer, the data processing agreement under Article 28 GDPR applies in addition and forms part of this contract.

(2) Information on processing that the Provider carries out as controller is set out in the privacy policy.

(3) The customer ensures that it is entitled to transfer to the Provider the personal data it submits.

Section 14 Warranty

(1) The Provider warrants that the Platform is usable in accordance with the contract within the scope of Sections 4 and 5.

(2) The customer reports defects without undue delay in text form with a comprehensible description. The Provider remedies defects within a reasonable period.

(3) The Provider's strict liability for defects present at the time the contract was concluded under Section 536a(1) alternative 1 BGB is excluded. Section 15 applies in all other respects.

(4) The customer has a right of self-remedy under Section 536a(2) BGB only if it has previously set the Provider a reasonable period to remedy the defect and that period has expired without result.

Section 15 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, within the scope of a guarantee assumed, and under the German Product Liability Act.

(2) In the event of slightly negligent breach of a material contractual obligation, the Provider'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 whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely.

(3) Liability under paragraph 2 is limited, per incident and in aggregate per contract year, to the net remuneration paid by the customer in the twelve months before the event giving rise to the damage, but at least to EUR 5,000.

(4) In all other respects the Provider's liability is excluded, in particular for lost profit, savings not realised, indirect damage and consequential damage.

(5) For loss of data, the Provider is liable within the scope of paragraphs 1 to 3 only up to the effort that would have been required to restore the data had the customer carried out proper and regular data backups under Section 10(2).

(6) The above limitations of liability also apply for the benefit of the Provider's legal representatives, employees and vicarious agents.

(7) Claims of the customer become time-barred after twelve months from the statutory start of the limitation period. This does not apply to claims arising from the cases named in paragraph 1.

(8) The above provisions do not entail any change in the burden of proof to the customer's detriment.

Section 16 Force majeure

Events of force majeure that substantially impede or prevent the Provider's performance release it from its obligation to perform for the duration of the disruption. Force majeure includes in particular natural disasters, war, terrorist attacks, epidemics and orders by authorities, strikes, energy and network outages, and large-scale disruptions of the internet, in each case to the extent the Provider is not responsible for them. The Provider informs the customer without undue delay. If the disruption lasts longer than 60 days, either party may terminate the contract for cause.

Section 17 Changes to these Terms

(1) The Provider may change these Terms with effect for the future where there is objective cause. Objective cause exists in particular in the event of changes in the law or in supreme court case law, orders by authorities, technical further development of the Platform, introduction of new features, or to close gaps in the provisions.

(2) The parties' principal obligations and the remuneration cannot be changed under paragraph 1; Section 8(6) applies to the remuneration.

(3) The Provider notifies changes in text form at least six weeks before they take effect, drawing separate attention to the change, the date it takes effect and the right to object.

(4) The customer may object to the change in text form up to the date it takes effect. If the customer objects, the previous terms continue to apply. In that case the Provider may terminate the contract at the next permissible ordinary termination date. If the customer does not object, the change is deemed accepted.

Section 18 Transfer of the contract

(1) The Provider is entitled to transfer its rights and obligations under this contract, in whole or in part, to an affiliated company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) or to a legal successor; in particular, transfer to the Biberware GmbH to be formed is permitted. The Provider gives at least 30 days' prior notice in text form. In that case the customer may terminate the contract for cause with effect from the date of the transfer.

(2) The customer may transfer the contract only with the Provider's prior consent in text form. Consent may not be refused without objective cause.

Section 19 Final provisions

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

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider's registered seat. The Provider is also entitled to sue at the customer's general place of jurisdiction.

(3) Declarations under this contract require at least text form unless expressly provided otherwise. This also applies to any change to this clause.

(4) The language of the contract is German. Translations serve comprehension only; in the event of discrepancies, the German version prevails.

(5) Should individual provisions of this contract be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected.