Note: You are the operator of the customer platform 'StrömungsRaum®', and as such, you are responsible for compliance with legal regulations towards your customers.

This template document is provided by IANUS Simulation GmbH merely as guidance for creating your own terms of use. The template document only covers a contract for B2B customers, under German law, in the German language. The processes, products, services, and circumstances depicted are not applicable to all business models and customers and may therefore be incomplete for your specific case. In particular, provisions for remuneration and services are not subject to this template document and must be agreed separately between you and your customers.

The following template document therefore claims neither completeness nor legal validity and does not constitute legal advice for you regarding compliance with applicable provisions. We only provide background information in this document to help you understand which provisions and processes are provided within the customer platform.

We therefore explicitly point out that if you need advice on the interpretation and application of the following template document or on its accuracy and completeness, you should consult a lawyer.

1.Scope, exclusion of conflicting business terms
2.Subject matter of the contract
3.Conclusion of contract
4.Usage rights for the platform, customer data, and result data, indemnification

5.Third-party access to the platform

6.Subcontractors

7.Customer's duties to cooperate

8.Prices and payment terms

9.Term and termination

10.Warranty

11.Platform functionality with AI usage, liability limitation

12.Limitations of liability

13.Confidentiality

14.Applicable law, jurisdiction and place of performance, written form

15.Severability clause

1.Scope, exclusion of conflicting business terms

1.1

The following general terms of use (hereinafter 'Terms of Use') govern the contractual relationship between [Your company name including address] (hereinafter 'Operator') and the respective customer (hereinafter 'Customer', hereinafter Operator and Customer each referred to individually as 'Party' and collectively as 'Parties'), who uses the Operator's simulation platform 'StrömungsRaum®'.

1.2

Deviating, opposing, or supplementary contractual or business terms of the Customer shall only become part of the contract if the Operator has expressly agreed to their validity in writing. This applies even if the Operator has not expressly objected to the Customer's terms and/or performs services without objection.

2.Subject matter of the contract

2.1

The subject of these Terms of Use is the provision of the simulation platform 'StrömungsRaum®', a web-based software system that enables the digital simulation of real processes through digital twins based on physical models (hereinafter 'Platform'), in its current version for the use of its functionalities. The current functionality of the Platform and the scope of services of the Platform can be found by the Customer in the service description at [Link].

2.2

The Operator's services are directed exclusively at entrepreneurs within the meaning of § 14 BGB. An entrepreneur within the meaning of § 14 BGB is a natural or legal person or a legal partnership who acts upon conclusion of a legal transaction in the exercise of their commercial or independent professional activity.

2.3

Using the Platform is only possible with a sufficiently dimensioned internet connection. The necessary hardware and software environment can be found by the Customer in the description at [Link].

2.4

The Operator is entitled at any time to discontinue or modify free services. Furthermore, the Operator is entitled to adapt the Platform or individual functions of the Platform for technical reasons to the extent this is reasonable for the Customer or required by statutory regulations.

3.Conclusion of contract

3.1

The use of the Platform requires registration and the creation of a user account (hereinafter 'Account').

3.2

The Customer must provide the information requested in the registration form for registration and account creation.

3.3

By submitting the registration form and accepting these Terms of Use, the Customer submits an offer to conclude a usage contract for the Platform.

3.4

The Operator accepts the offer by activating the Account. With the activation, a usage contract between the Operator and the Customer on the use of the Platform is concluded based on these Terms of Use (hereinafter 'Contract').

3.5

The Customer can access their Account with their email address and password. The password can be changed at any time via the Account.

3.6

One (1) Account is created for each Customer. The Account is person-bound and cannot be transferred.

4.Usage rights for the Platform, customer data, and result data, indemnification

4.1

The Operator grants the Customer the simple, non-exclusive, non-transferable, non-sublicensable, time-limited right to use the Platform for the intended contractual purpose in accordance with the following provisions.

4.2

The Customer is entitled to use the Platform internally for their purposes. Use of the Platform by affiliated companies within the meaning of § 15 AktG is not permitted. Additionally, the Customer's use of the Platform is limited to:

1. the number of simulations specified by the Operator;

b. the use by one (1) user named by the Customer (named-user);

c. the use cases foreseen by the Operator.

4.3

The Platform is provided to the Customer in its current version for use at the router output of the data center where the servers used by the Operator are located. There is no physical provision of the Platform to the Customer.

4.4

The Operator informs the Customer that third-party open source components (hereinafter 'OSS') are used within the Platform. The Customer acknowledges that OSS is subject to the provisions of the respective OSS license of the third-party providers. Clause ‎4.1 does not apply to the used OSS.

4.5

A full use of the Platform requires the provision of information and data by the Customer in digital form in the agreed format (hereinafter 'Customer Data'). The Operator will use the Customer Data exclusively to fulfill the agreed services. For this purpose, the Customer grants the Operator simple usage rights to the Customer Data, limited to the term of the Contract, solely to fulfill the agreed services. This grant of rights includes the right to process and edit the Customer Data, particularly to convert them to other formats, store them, copy them, and evaluate them. All Customer Data remains the property of the Customer. The Operator will not use the Customer Data for its purposes, particularly not for software training. The Customer guarantees that they own the rights granted in this clause ‎4.5 and can effectively grant the rights. The Customer also guarantees that the Customer Data does not infringe upon third-party rights, including trademarks, competition, copyrights, property rights, or personal rights.

4.6

The Customer indemnifies the Operator against all third-party claims, in particular claims for trademark, copyright, trade secret protection, and personal rights violations, made against the Operator in connection with the Customer Data provided, upon first request. The Customer is obliged to defend unjustified third-party claims regarding the provided Customer Data. The Customer must promptly notify the Operator of any third-party claims made known to them. The Operator is entitled to take its own suitable measures for defense against third-party claims or to pursue its rights. The indemnification also includes compensation for costs incurred by the Operator due to legal actions taken/defense. Further compensation claims by the Operator remain unaffected. Insofar as the Operator is responsible for the infringement themselves, claims against the Customer are excluded.

4.7

The Operator grants the Customer exclusive usage rights to all data resulting from the software processing in the form of simulations and to all evaluations of this data in the issued form (hereinafter collectively 'Result Data'). The Customer is free to use the Result Data for their purposes. The Operator informs the Customer that the Operator can access the Result Data, particularly to provide services, make product recommendations, rectify defects, and improve the Platform.

4.8

If and to the extent that additional software protection rights according to §§ 69a ff. UrhG or usage rights to the Platform or the used AI models or any further developments of these arise during the Contract term, these, along with all economic rights, are exclusively attributed to the Operator. They are herewith assigned/transferred in advance to the Operator without limitation. The Operator accepts this assignment/transfer.

4.9

The Operator is entitled to use and edit application and input data processed by the Platform in anonymized form to continuously develop the Platform. For this purpose, the Customer grants the Operator an irrevocable, geographically and temporally unlimited, simple usage right. This right survives any contract termination unless legitimate interests of the Customer oppose it. The provisions of §§ 87a ff. UrhG remain unaffected.

4.10

If the Operator provides the Customer with add-ons (e.g., patches, document add-ons) or a new version of the Platform (e.g., update, upgrade) during the term of the Contract, these are subject to the provisions of these Terms of Use.

4.11

The Customer is granted no rights to the Platform beyond the rights in these Terms of Use, the used AI models, or other intellectual property, especially copyrights, related and similar rights, invention rights, patents, know-how, trade secrets, trademarks and trade names, design rights, database rights, and rights to data and all similar rights, whether registered or not, including all applications for protection or registration of such rights, including all extensions and expansions of such rights or applications.

5.Third-party access to the platform

5.1

The Customer is not entitled, without the Operator's permission, to leave the Platform, access to the Platform, delivered copies of the Platform or any security copies made to third parties. Particularly, the Customer is not permitted to sell, lend, lease, sublicense or publicly reproduce or make accessible the Platform or access to the Platform.

5.2

The non-independent use by the Customer's employees or other third parties subject to the Customer's right of direction within the framework of the intended use is permitted.

6.Subcontractors

6.1

The Operator is entitled to use subcontractors to provide its services.

6.2

The Operator uses IANUS Simulation GmbH as a subcontractor to provide the Platform and for the provision of its services and defect rectification, as well as error handling.

6.3

The Operator ensures that the essential obligations of these Terms of Use are imposed on the subcontractors and provides proof of this to the Customer on request.

7.Customer's duties to cooperate

7.1

The Customer has informed themselves about the essential functional features of the Platform and bears the risk of whether it meets their requirements and needs. In case of doubt, the Customer must seek advice from the Operator or competent third parties before concluding the contract.

7.2

The Customer will promptly cooperate with the Operator's requests to make declarations, provide documents, or supply information.

7.3

The Customer is obliged to have the Platform's results, particularly the Result Data, examined by a sufficiently qualified, experienced employee or third party before use and application by the Operator. The Customer is not entitled to take over or use the Result Data without examination.

7.4

Setting up a functioning, sufficiently dimensioned hardware and software environment for the Platform, taking into account the additional load by the Platform, is the sole responsibility of the Customer.

7.5

The Customer is obliged to report Platform defects to the Operator without delay. The Customer will forward all necessary information for defect rectification to the Operator and consider the Operator's instructions for problem analysis within what is reasonable for them.

7.6

The Customer observes the Operator's instructions for configuring and operating the Platform.

7.7

If technically possible and to the extent feasible, the Customer makes reasonable preparations in case the Platform does not function properly, especially through disturbance diagnostics and regular review of data processing results.

7.8

The Customer bears all costs arising due to fulfilling the duties to cooperate. The Customer also covers any additional costs incurred by the Operator due to partial non-fulfillment or delayed fulfillment of the cooperation duties.

8.Prices and payment terms

8.1

The Parties separately agree on the amount and due date of the remuneration for the provision and use of the Platform.

8.2

The Customer may incur costs from third parties in connection with using the Platform (e.g., for telecommunications networks); the Operator has no influence over such costs.

8.3

All prices are subject to the applicable statutory VAT.

9.Term and termination

9.1

The Contract is concluded with an unlimited term. The Account can be deactivated by the Customer and the Operator at any time. The Contract automatically ends six (6) months after Account deactivation.

9.2

The right to terminate for a good cause remains unaffected.

9.3

Any termination requires the written form.

10.Warranty

10.1

The Operator does not guarantee the suitability of the Platform for a purpose specified by the Customer unless otherwise determined in the service description of the Platform. Specifications set in the service description of the Platform or other documentation do not constitute guarantees unless expressly designated as such.

10.2

In the event of a warranty case, the Operator will rectify defects of the Platform at their discretion by remedy, replacement, updates, or releases of a new Platform version.

10.3

The Customer has no warranty claims,

a. if the Customer uses the Platform not in accordance with its intended use or abusively, or

b. if the Customer modifies or changes the Platform outside the intended functionalities without the Operator's prior express consent in writing, or

c. if problems or errors are due to the use of the Platform with programs incompatible with the Platform,

unless the Customer demonstrates that the defect is attributable to the Platform and existed independently of their actions.

10.4

The Operator's no-fault liability for damages (§ 536 a BGB) for existing defects at the time of Contract is excluded for the Platform.

10.5

If the Customer has a claim for damages or reimbursement of futile expenses due to warranty, it is subject to the liability limitation of clause ‎‎‎12.

11.Platform functionality with AI usage, liability limitation

11.1

The Platform's functionality is based on the use of AI models with artificial intelligence (AI) based on data provided by the Customer. The probability that a connection is recognized and processed correctly by the AI is higher the more training data has already been integrated into the AI training and the more precise the input data are. The more often a particular relationship (so-called pattern) or adjacent or similar patterns have been trained, the more reliably the AI can correctly establish a similar relationship.

11.2

If a pattern is rare and/or not sufficiently known, it is possible that the pattern is not recognized and assigned with sufficient certainty by the AI, resulting in incorrect or defective AI results. It can therefore happen that connections easily recognizable manually by a natural person are not correctly recognized by the AI and vice versa, connections manually difficult for a natural person are effortlessly recognized by the AI.

11.3

Due to the working method of the Platform described in the preceding clauses,

a. the results of the Platform, particularly the Result Data, are merely non-binding suggestions;

b. the Customer is obliged to promptly review the results provided through the Platform, especially before using the results or Result Data in a purchasing decision or implementation measure;

c. there is the possibility that results, particularly the Result Data, are not correct.

11.4

The Operator assumes no liability for the use of the results or Result Data generated by the Platform, particularly not for measures, purchasing decisions, or activities implemented based on the results or Result Data.

11.5

The Operator also assumes no liability if the Customer has not complied, not timely complied, or not fully complied with their obligations from clause ‎11.3.

11.6

Clause ‎12 of these Terms of Use remains unaffected.

12.Limitations of liability

12.1

Subject to the other provisions of this clause ‎12, the Operator is only liable when and to the extent that the Operator, its legal representatives, executive staff, employees, or other vicarious agents are at fault with intent or gross negligence. However, in the event of the Operator's debtor delay or the impossibility of performance caused by the Operator, as well as in the event of the breach of essential contractual obligations (so-called cardinal obligations), the Operator is liable for any culpable conduct of its own and that of its legal representatives, executive staff, employees, or other vicarious agents. Abstractly essential contractual obligations are those obligations whose fulfillment makes the proper execution of the Contract possible in the first place and on whose compliance the Customer regularly relies.

12.2

Except in cases of intent or gross negligence on the part of the Operator, its legal representatives, executive staff, employees, or other vicarious agents, the Operator's liability is limited in amount to the typically foreseeable damages at the time the contract was concluded.

12.3

The exclusions and limitations of liability set forth in clauses ‎12.1‎ and ‎‎12.2 do not apply in cases of the explicit assumption of guarantees, claims due to missing but guaranteed properties, and for damages arising from the injury to life, body, or health, as well as in cases of mandatory statutory regulations. The liability limitations set forth in clause ‎12.2 also do not apply in the event of Operator's debtor delay for claims to default interest, for the default fee according to § 288 Paragraph 5 BGB, or for compensation for default damage that is based on legal enforcement costs.

12.4

Claims according to the Product Liability Act remain unaffected by the provisions of this clause ‎12.

13.Confidentiality

13.1

The Parties are obliged to treat all confidential information and business and trade secrets as defined in clause ‎13.2 (hereinafter 'Confidential Information') regarding the Parties that were communicated or disclosed during the term of the Contract or pre-contractually, or otherwise became known, as strictly confidential and only use them for the purposes of contract performance, especially not for own or third-party competitive purposes. Subject to the provisions of this clause ‎13, no Party is entitled to disclose such information to third parties without prior consent from the respective other Party or disclose it in any other way.

13.2

For the purposes of this clause ‎13, Confidential Information is:

a. all business and trade secrets within the meaning of § 85 Paragraph 1 GmbHG;

b. Trade secrets within the meaning of § 2 No. 1 GeschGehG, i.e., information (i) that is not generally known or readily accessible to persons in the circles that customarily deal with this type of information, and therefore is of economic value, (ii) that is subject to circumstances under which secret protection measures are taken by their rightful owner, and (iii) for which there is a legitimate interest in secrecy; and

c. beyond the protection and application scope of § 1 GeschGehG, also those (business and trade) secrets and other confidential information that are not subject to appropriate secrecy measures, have no special economic value, or which for other reasons do not constitute a trade secret within the meaning of § 2 No. 1 GeschGehG,

d. especially business and/or financial plans, (marketing/sales/business/price) strategies, (marketing/sales/software/business) concepts, calculation bases, price lists, software algorithms, product and/or program specifications, supplier and/or customer data, sales and marketing data or marketing plans, and other information (i) regarding sources of supply, (ii) business and other costs, (iii) the organization, ownership structure, management, employees, suppliers, cooperation partners, and/or customers of the Parties, (iv) the financial, technical, legal, tax, or (business) economic conditions of the Parties.

13.3

The classification as Confidential Information is irrelevant, (i) whether and on which storage medium the respective Confidential Information is embodied; (ii) whether the respective Confidential Information is marked as 'confidential' or 'secret'; (iii) whether the respective Confidential Information has special economic value from the recipient's perspective; (iv) whether in addition to the conclusion of the Contract, other technical or organizational measures for secrecy protection are taken.

13.4

Not considered Confidential Information are such information,

a. that were already apparent, readily publicly accessible, or generally known at the time of disclosure by the respective other Party;

b. that belong to common expertise or state of the art;

c. that become publicly known after disclosure by a Party, without culpable breach of statutory or contractual confidentiality obligations by the other Party;

d. that were lawfully known to one Party before disclosure by the other Party without a breach of statutory or contractual confidentiality obligations, in particular where the Confidential Information is accessed by one Party through a source other than the other Party, provided the one Party has no reason to believe that this source is itself obligated by legal or contractual duty not to disclose the Confidential Information;

e. that were already in possession of the other Party or otherwise known to the other Party at the time of disclosure by one Party, without this being based on a breach of statutory or contractual confidentiality obligations;

f. that were developed independently by the other Party, their legal entities, or employees at the time of disclosure by one Party.

13.5

The obligations specified in clause ‎13.1 do not apply,

a. to the extent the respective Party has previously consented in writing to the further disclosure or use for non-contractual purposes;

b. for disclosure to employees, partners, consultants, service providers, suppliers, subcontractors, and service providers (e.g., data centers) of a Party, as far as necessary for the execution or termination of the Contract, especially for the contract purpose (need-to-know principle), as well as for fulfillment of statutory obligations and for legal prosecution or defense;

c. for disclosure due to a binding court decision, compelling official order, or mandatory statutory (disclosure) obligations. In this case, each Party must immediately notify the other Party in text form upon noticing the disclosure obligation. Confidential Information may only be disclosed to the extent that there is a compulsory disclosure obligation.

13.6

Legally mandatory exceptions to the confidentiality obligation regulated in this clause ‎13 (e.g., §§ 3 Paragraph 2, 5 GeschGehG, §§ 6 and 9 HinschG) remain unaffected.

13.7

The Parties are obliged to take all necessary and reasonable measures to protect the Confidential Information from unauthorized access, disclosure, use, exploitation, or publication, as well as from misuse by third parties. At least the same care must be applied as the receiving Party uses to protect its information of comparable confidential nature.

13.8

Parties must immediately return or ensure the return of, or at the request of the respective Party, destroy and/or delete or ensure that it is destroyed or deleted from data carriers of any disclosed Confidential Information (including all copies, transcriptions, records on electronic or other data carriers, or other reproductions) upon termination of the Contract, unless there is a legal obligation to preserve or store them. There is no right of retention in this respect.

13.9

Any further rights and claims concerning Confidential Information, including those from the GeschGehG and the HinSchG, remain unaffected by the provisions of this clause ‎13.

13.10

The violation of the confidentiality obligation constitutes a significant breach of the Contract, entitling the injured Party to terminate the Contract for good cause. If the injured Party does not exercise this right of termination for such a breach on an individual basis, it reserves the right to terminate (for good cause) in case of recurrence.

13.11

The breach of statutory and contractual confidentiality obligations is subject to criminal sanctions under § 23 GeschGehG.

13.12

The confidentiality obligation clarifies that it applies two (2) years beyond the termination of the Contract.

14.Applicable law, jurisdiction and place of performance, written form

14.1

These Terms of Use and the contracts therein are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

14.2

The Operator's registered office is the exclusive place of jurisdiction for all legal disputes arising from or in connection with the Terms of Use. Otherwise, the statutory places of jurisdiction apply.

14.3

The place of performance is the Operator's registered office.

14.4

Changes and additions to these Terms of Use require a written form. No ancillary agreements exist.

14.5

The requirement for a written form under these Terms of Use is also satisfied,

a. if the Parties transmit an electronic copy of a handwritten signed document;

b. if the Parties provide their signatures using at least electronic signatures within the meaning of Article 3 No. 10 of the European eIDAS Regulation (i.e., data in electronic form associated with or logically linked to other electronic data used by the signatory to sign); e.g., via DocuSign.

15.Severability clause

Should any provision of these Terms of Use or a provision incorporated in the future be wholly or partially invalid or unenforceable, or lose its validity or enforceability later, the validity of the remaining provisions of these Terms of Use shall not be affected. The same applies if a gap is found in these Terms of Use. Instead of the invalid or unenforceable provisions or to fill the gap, a reasonable provision shall apply, which, as far as legally possible, comes closest to what the Parties would have wanted or would have intended according to the spirit and purpose of these Terms of Use, considering they had considered the point when concluding the Contract or when later including the provision. The Parties are aware of the jurisdiction of the Federal Court of Justice, according to which a severability clause of this kind only reverses the burden of proof. However, the express will of the Parties is to maintain the effectiveness of the other contractual provisions under all circumstances and thus to exclude § 139 BGB altogether.