Community Platform Service Platform & Marketplace

Terms & Conditions

PlanQK Community Platform

Last Updated: 2023-03-28

Sec. 1 Subject of the terms and conditions

Anaqor AG (hereinafter referred to as "Service Provider"), provides a knowledge platform (hereinafter referred to as "Platform") on platform.planqk.de. Further information on the services can be found in the service description, Sec. 3.
On the platform, experts and interested parties can create and share different content. The expert can enable interested parties to edit their posted content. The experts and interested parties are hereinafter collectively referred to as "Users".
These Terms of Use govern the provision of the services rendered by the Service Provider and the use of these services by the Users.

Sec. 2 Amendments of the Terms of Use

The Service Provider reserves the right to amend these Terms of Use at any time, including within existing contractual relationships, to the extent that
1. this is necessary for valid reasons, in particular due to changes in the legal environment or the case law of the highest courts, technical changes or further developments, regulatory gabs in the Terms of Use, changes in the market conditions or other comparable reasons and provided that this does not unreasonably disadvantages the User, and
2. the amendments do not alter the essential characteristics of the contract, in particular the renumerated services owed by the Service Provider.
The Service Provider shall notify the User of such amendments at least two (2) months prior to the planned effective date of amendments. The User may either agree to the amendments by the effective date or reject them. The User shall be deemed to have given consent if he or she has not given notice of the rejection prior to the planned effective date of the amendments. The Service Provider shall expressly refer to this de facto consent in its offer.
If the User rejects the amendments, both parties shall have the right to terminate the contractual relationship for extraordinary reasons. The Service Provider shall separately inform the User of this mutual extraordinary right of termination in its offer.

Sec. 3 Services on the Platform

The Parties agree that the Service Provider only provides the technical and organizational infrastructure to ensure that the User can access the Platform and use the features available there, especially creating and sharing content.

Sec. 4 Registration on the Platform

The use of the services available on the Platform requires a registration. The registration is effected by opening an account (hereinafter referred to as "User Account") and agreeing to these Terms of Use. By registering, a contract for the use of the services available on the Platform (hereinafter referred to as "User Contract") is concluded between the Service Provider and the User. There is no entitlement that the registration will be accepted. The Service Provider is entitled to refuse registration requests without giving reasons.
The registration as a User is only permitted for persons of legal age and unlimited legal capacity. In the case of a legal entity or partnership, registration as a User must be made by a natural person of unlimited legal capacity and with power of representation. When registering as a User, only natural persons can be specified as the holder of the User Account.
The contact details and other information requested by the service provider during the registration process and submitted by the User must be complete and correct. When registering a legal entity, the natural person authorized to represent the legal entity must also be specified.
After the User has provided all the requested data, the Service Provider shall verify the data for completeness and plausibility. If the Service Provider considers the information to be correct and there are no other concerns from the Services Provider’s point of view, the Service Provider shall activate the User Account and notify the User by e-mail. The e-mail shall be deemed to be an acceptance of the User’s registration request. Upon receipt of the e-mail, the User shall be entitled to use the Platform within the Scope of these Terms of Use. For this purpose, the User must first activate his User Account by clicking on the link contained in the e-mail.
The User Account is not transferable.
User Accounts receive a limited number of product updates from the Service Provider per email. User Accounts can opt-out any time from receiving such emails.

Sec. 5 Responsibility for Login Details

During the registration process, the User is asked to enter his/her name, an e-mail-address and a password (hereinafter referred to as "Login Details"). Using these Login Details, the User can log on to the Platform after his access has been activated and confirmed pursuant to Sec. 4 (4). It is his responsibility to ensure that the username does not violate the rights of third parties, in particular no name or trademark rights and does not constitute a violation of accepted principles of morality.
The Login Details must be kept secret by the User and may not be made accessible to unauthorized third parties.
It is also the responsibility of the User to ensure that exclusively the registered User or persons authorized by the User have access to the Platform and use the services available on the Platform. If there are concerns that unauthorized third parties have obtained or will obtain knowledge of the login details, the Service Provider must be informed immediately.
The User shall be liable for any use and/or other activity carried out with his Login Details in accordance with the statutory provisions.

Sec. 6 Updating User details

The User is obligated to keep his registration details (including his contact details) up to date. If the details change during the duration of his registration, he must update the information in his personal settings on the platform without delay. If the User is unable to do so, he must immediately inform the Service Provider by e-mail of the changes to his details.

Sec. 7 Termination of the registration

The User can terminate his registration at any time by deregistering from the Platform.
The contractual relationship ends when the termination becomes effective. Then the User may no longer use his access. The Service Provider reserves the right to block the Login Details as soon as the termination becomes effective.
Supplementary provisions on the User’s and the Service Provider’s right of the termination are governed in Sec. 16 and Sec. 17.

Sec. 8 Provision and availability of services

The content and scope of the services are determined by the functionalities currently available on the Platform.
The services available on the Platform may include services of third parties to which the Service Provider merely provides access to. For the use of such services – which are clearly identified as third party-services – regulations may apply in addition to or deviating from these Terms of Use. The Service Provider shall inform the User of these regulations.
In all other respects an entitlement to the use of the services available on the Platform exists only within the framework of the Service Provider’s technical and operational possibilities. The Service Provider endeavors to ensure a maximum uninterrupted usability of his services. However, temporary restrictions or interruptions may occur due to technical problems (e.g. interruption of the power supply, hardware and software errors, technical problems in data lines).

Sec. 9 Change of services

The Service Provider is entitled to change services provided on the Platform at any time, to make new services available. The Service Provider shall take the User’s legitimate interests into account. Sec. 2 of these Terms of Use remains unaffected.

Sec. 10 Protection of the contents, responsibility for contents

The contents shared on the Platform are for the most part protected by copyright or other property rights and are the property of the Service Provider, the Users or other third parties who have made the respective contents available. The compilation of the contents as such may be protected as a database or as a database right sui generis within the meaning of Sections 4 (2), 87a (1) German Copyright Act (UrhG). The User may only use this content in accordance with these Terms of Use and to the extent specified by the Platform.
The contents available on Platform originate in part from the Service Provider and in part from the Users or other third parties. The content of the Users and other third parties is hereinafter collectively referred to as "Third Party Content". The Service Provider does not check the Third Party Content for completeness, correctness and legality and therefore assumes no responsibility or guarantee for the completeness, accuracy, legality and topicality of the Third Party Content. This also applies with regard to the quality of the Third Party Content and its suitability for a specific purpose, and also insofar as Third Party Content on linked external websites is concerned. The legal liability as a telemedia provider remains unaffected.
All content on the Platform is Third Party Content, except for content which the Service Provider has marked with a copyright notice.

Sec. 11 Scope of permitted use, technical prerequisites

The User’s right to use the Platform is limited to the access and to use the services available on the Platform within the framework of the provisions of these Terms of Use.
The User is responsible for creating the technical prerequisites necessary for the contractual use of the services within the User’s area of responsibility. The Service Provider is not obliged to provider the User with advice in this regard.

Sec. 12 Posting of own content by the User, responsibility for this content

Insofar as the functionality is available on the Platform, Users may post content on the Platform and thus make it available to other Users and third parties, subject to the following provisions.
By posting content, the User grants the Service Provider a free and transferable right to use the respective content, in particular
1. to store the content on the server of the Service Provider and to make it publicly accessible (e.g. by displaying the content on the Platform)
2. to process and reproduce content, insofar as this is necessary for the provision or publication of the respective contents, and
3. to grant rights of use vis-à-vis third parties to User’s content pursuant to Sec. 13.
In the event that the User removes the contents he has posted from the Platform, the right to use and utilization granted to the Service Provider as described paragraph expires. However, the Service Provider remains entitled to keep copies made for backup and/or verification purposes. The rights of use already granted to the other Users for the content posted by the individual User also remains unaffected.
User is fully responsible for the content he posts. The Service Provider accepts no responsibility for checking the contents for completeness, correctness and legality, topicality, quality and suitability for a specific purpose.
The Service Provider reserves the right to refuse to post content and/or edit, block or remove content already posted without prior notice, if the posting of content by the User or the posted content itself has led to a violation of Sec. 13 or there are concrete indications that a serious violation of Sec. 13 will occur. In doing so, however, the Service Provider will take the User’s legitimate interests into account and choose the least stringent means to prevent or remedy the violation of Sec. 13.

Sec. 13 Right of use of content available on the Platform

Unless further use is expressly permitted in these Terms of Use or in the Platform, or is enabled in the Platform by a corresponding functionality (e.g. download button),
1. the User may retrieve and display the content available on the Platform online for personal purposes only. The Right of use is limited to the duration of the contract with the Service Provider.
2. the User is prohibited from editing, modifying, translating, presenting, or demonstrating, publishing, exhibiting, reproducing, or disseminating, in whole or in part, the content available on the portal. It is also prohibited to remove copyright notices, logos and other trademarks or protection notices.
The User is only allowed to edit Third Party Content if he has received the explicit consent of the respective User to do so.
The User is only entitled to download and print content if a download or print option is available on the Platform as a functionality (e.g. via a download button). The User is granted a non-exclusive right of use for an unlimited period of time to each of the contents that he has legitimately downloaded or printed out for his own, non-commercial purposes. If the content is provided to the User for a fee, a further prerequisite for granting this right is the complete payment for the respective content. All other rights to content remain with the original holder of the rights (the Service Provider, another User or a third party).
Mandatory statutory rights (including for private and other personal use pursuant to Section 53 UrhG) remain unaffected.

Sec. 14 Sharing of content

The User is responsible for ensuring that his shared content is lawful and does not infringe the rights of third parties.
If the User makes content or other information accessible by means of a hyperlink, he is obliged to obtain any necessary permission for this himself.

Sec. 15 Prohibited activities

The User is not permitted to engage on any activities in or in connection with the Platform that violate applicable law, infringe the rights if third parties or violate the regulations on the protection of minors. In particular, the following activities are prohibited:
1. posting, disseminating, offering and advertising content, services and/or products that are of a pornographic nature, violate youth protection legislation, violate data protection laws, and/or violate other laws and/or are fraudulent;
2. the use of content with insults or defames other Users or third parties;
3. the use, provision and dissemination of content, services and/or products that are protected by law or subject to the rights of third parties (e.g. copyrights) without being expressly authorized to do so.
Furthermore, regardless of any possible violation of the law, the following activities are also prohibited when sharing content on the Platform or communicating with other Users (e.g. commenting on a post):
1. proliferating viruses, trojan horses and other malware;
2. sending junk or spam mails and chain letters;
3. disseminating offensive, indecent, salacious, obscene, or defamatory content or communication as well as such content or communication which is liable to (explicitly or implicitly) promote or support racism, fanatism, hatred, physical violence, or illegal activities;
4. harassing other Users, e.g. repeatedly making personal contact without consent or against the wishes of the other User, or encouraging or supporting such harassment;
5. asking other subscribers to disclose passwords or personal data for commercial or unlawful purposes;
6. disseminating and/or publicly displaying content available on the Platform unless this is expressly permitted by the respective original holder of the rights or expressly made available to the User as a functionality on the Platform.
The User is also not permitted to take any action that may impair the smooth operation of the portal, in particular to excessively overload the Service Providers systems.
Should the User become aware of any use of the Platform that is unlawful, improper, in breach of contract or otherwise unauthorized, the User is requested to notify the Service Provider via e-mail (planqk-report@stoneone.de). The Service Provider will then investigate the matter and take appropriate action if necessary.
In the event of suspicion of unlawful or criminal acts, the Service Provider is entitled and, where applicable, also obliged to review the activities of the User concerned and, if necessary, to take appropriate legal action. This can also include the referral of the matter to the public prosecutor’s office.

Sec. 16 Sanctions

If there is specific reason to believe that the subscriber is violating or has violated these Terms of Use, the rights of third parties, and/or applicable law, the Service Provider may, at its own discretion – taking into account the legitimate interests of the respective User – impose the following sanctions:
1. delete content;
2. restrict or limit the use of the Platform;
3. issue a warning to the User;
4. temporarily or permanently block access to the User account
In the event that access is temporarily or permanently blocked, the Service Provider will block the Users access authorization and notify him of this by e-mail. If the access is temporarily blocked, the service provider shall reactivate the access authorization after expiry of the blocking period and notify the User thereof by e-mail. A permanently blocked access authorization cannot be restored. Persons that are permanently blocked are permanently excluded from the Platform and may not register as User to the Platform again.

Sec. 17 Rights of termination of the User

The User may terminate the entire contractual relationship with Service Provider at any time without notice, provided that neither a term of contract nor any other provisions for termination have been agreed upon.
If a term of contract has been agreed upon, termination without notice is only possible for a good cause, this being a cause with renders a continuation of the contractual relationship unacceptable for the User, even taking into account the legitimate interests of the Service Provider.
Statutory rights of termination remain unaffected.

Sec. 18 Rights of termination of the Service Provider

The Service Provider may terminate the contractual relationship with the User at any time, subject to a reasonable period of notice, provided neither a term of contract nor any other provision for termination has been agreed upon. In determining the period of notice, the Service Provider shall take into account the legitimate interests of the User, an in particular shall not instate a period of notice of less than two weeks.
Termination of the business relationship without notice is permissible for good cause, this being a cause which renders the continuation of the contractual relationship unacceptable for the Service Provider, even taking into account the legitimate interest of the User. Good cause shall be deemed to exist in particular,
1. if the user has provided false information during registration;
2. if there is evidence of discernible improper use of the Platform by the User;
3. if the functionality of the Platform is impaired by the User;
4. in the event of violation of legal regulations or rights of third parties.

Sec. 19 Liability

The Service Provider shall be liable without limitation for any damages caused intentionally or through gross negligence by the Service Provider or its legal representatives, executive employees, or simple vicarious agents.
In other cases, the Service Provider is liable – unless otherwise regulated in paragraph 4 – only in the event of a breach of a contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the User may regularly rely on (so called cardinal obligation). This is limited to compensation for foreseeable and typical damage. In all other cases, the liability of the Service Provider – subject to the provision in paragraph 4 – is excluded.
The limitations stated in paragraphs 1 and 2 shall also apply to the benefit of the legal representatives, executive employees, and simple vicarious agents of the Service Provider if claims are asserted directly against them.
The limitations of liability resulting from paragraphs 1 and 2 shall not apply in the event of fraudulent intent, in the event of damages resulting from injury of life, limb or health, in the event of assumed warranties or any other strict liability, or for claims under Product Liability Act.

Sec. 20 Indemnification

The User shall indemnify the Service Provider in the event a claim due to an alleged or actual infringement and/or violation of third party rights from all third party claims arising from action of the User in connection with the use of the Platform for which the User is responsible.
In addition, the User undertakes to reimburse the Service Provider for all costs sustained by the Service provider as a result of claims by third parties pursuant to paragraph 1. The reimbursable costs include all court costs and attorney fees at the statutory rate.
In the event of a claim by third parties pursuant to paragraph 1, the User is obligated to immediately provide the Service Provider with all complete an accurate information necessary for examination of the claims and for defense against the claim.

Sec. 21 Form of declarations

All declarations submitted in the context of the use of the Platform must be made electronically (e.g. via e-mail), unless otherwise expressly stated in these Terms of Use or unless mandatory legal provisions require another form of communication.

Sec. 22 Severability clause

Should any of the provisions of these Terms of Use be or become invalid, the legal validity of the remaining provisions shall remain unaffected.

Sec. 23 Applicable law, place of jurisdiction

These Terms of Use are subject to the law of the Federal Republic of Germany.
If the User is a legal entity under public law or special fund under public law, the place of jurisdiction for all disputes arising from these Terms of Use is the registered office of the Service Provider, Berlin.

Community Platform Service Platform & Marketplace

Terms & Conditions

PlanQK Service Platform & Marketplace

Last Updated: 2024-10-01

1. General Conditions and Conclusion of the Usage Agreement

These Service Platform and Marketplace Terms and Conditions (“Terms of Use”) govern the access and usage of the PlanQK Service Platform (“Service Platform”) and the PlanQK Marketplace (“Marketplace”), together referred to as “Platform”, as provided by us, Kipu Quantum GmbH, Roonstraße 23a, 76137 Karlsruhe (Germany), to our customers (each a “Customer”). Individuals using the Platform on behalf of a Customer are referred to as “Users”. Our services aim exclusively at businesses pursuant to § 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. We refuse to conclude agreements with consumers pursuant to § 13 of the German Civil Code (BGB). If we have been misled as to the fact that our contractual partner is a consumer, we reserve the right to terminate the agreement without notice for good cause.

Users acting on behalf of a Customer must be authorized to legally represent the Customer. We reserve to right to request proof of such authorization.

Deviating, conflicting or supplementary terms and conditions of the Customer will not be part of the Usage Agreement, even if we are aware of them, unless their validity is expressly agreed. These Terms of Use shall also apply if we perform the service without reservation in the knowledge that the Customer's terms and conditions contradict or deviate from ours.

The presentation of the Platform does not constitute a legally binding offer. Rather, when the Customer accepts these Terms of Use, the Customer submits to us an offer to conclude a corresponding agreement. The Customer is bound to the Customer’s offer for a period of two working days at our registered office. Within this period, we may declare acceptance or rejection of the offer. Acceptance is effected by successful completion of the Customer's payment transaction, confirmation of the conclusion of the contract in text form by us or provision of the service. An automated email sent by us confirming receipt does not constitute acceptance of the Customer's offer to conclude an agreement. The agreement concluded between us and the Customer on the basis of these Terms of Use is referred to as “Usage Agreement”.

The text of the Terms of Use is saved by us after the conclusion of the Usage Agreement and is accessible to the Customer on the Platform. The English language is used for contract conclusion only.

Only the information provided by us at the time of conclusion of the Usage Agreement shall be deemed stipulated as the agreed quality of the Platform. Any public statements, recommendations or advertising that deviate from this shall not constitute a contractual statement of quality.

On the Service Platform, Customers may upload software code of the Customer (“Customer Software”) and make use of our services to enhance the functionality of the Customer Software. Agreements we enter into with the Customer on the use of the Service Platform are referred to as “Service Platform Agreements”.

On the Marketplace, Customers may offer software applications and services to other Customers (“Marketplace Software Services”) under their own terms and conditions or purchase or use for free Marketplace Software Services provided by other Customers. For the purpose of these Terms of Use, Customers offering Marketplace Software Services on the Marketplace are referred to as “Sellers” and Customers using Marketplace Software Services provided by Sellers are referred to as “Buyers”, the agreements concluded between the Sellers and the Buyers on the provision of the Marketplace Software Services are referred to as “Marketplace Agreements”.

2. Accounts, fee-based services

In order to access the Platform, the Customer must open a user account on the Platform (“Customer Account”). For opening a Customer Account, the Customer must provide certain information (Customer company name, documentation on authorization of the User to represent the Customer, billing information, name of a representative etc.) and must chose a username and a password.

We reserve the right to verify the information provided by the Customer and to decide on the admission of the Customer Account and the conclusion of a Usage Agreement in our sole discretion. We reserve the right to refuse the opening of a Customer Account and the conclusion of a Usage Agreement and the Customer has no right to admission or use of the Platform prior to our admission.

Customers can utilize their Customer Accounts to establish organizations and extend invitations to other Platform Users for joining.

The charges for paid Platform Services will be invoiced through the Customer's account and the payment method associated with it.

Unless otherwise agreed, the usage of the Marketplace itself is free of charge. The charges for payable Marketplace Software Services will be invoiced by the Seller through the Customer Account and the payment will be executed by means of the payment method chosen by the Buyer. We may also offer payable Marketplace Software Services under separate terms and conditions and will qualify as Sellers ourselves for such Marketplace Software Services.

In order to purchase Platform Services and Marketplace Software Services, the Customer is required to establish a payment account in the Customer Account.

Customers may receive a limited number of product updates from Us per email. Customers can opt-out any time from receiving such emails. In case we need separate consent from the Customer to send product updates, we will only do so after we have obtained consent.

3. Provision and availability of the Platform

The Platform shall be made available by us to the Customer within a reasonable period of time after the conclusion of the Usage Agreement via the internet in accordance with the provisions of these Terms of Use. Generally, this is the case when we have informed the Customer by email that the Customer Account has been activated.

The use of the Platform for critical infrastructures within the meaning of § 2 para. 10 of the German Federal Office for Information Security Act (Gesetz über das Bundesamt für Sicherheit in der Informationstechnik) requires a separate agreement with us, the conclusion of which we may refuse without stating reasons.

We only owe an availability of the Platform of medium type and quality (mittlerer Art und Güte). The parties agree that availability of the Platform shall be understood as the possibility of utilising the Platform at the access point (interface to the internet in the data centre in which the Platform is hosted by us) in accordance with the Usage Agreement. The Customer is aware that the Customer cannot offer and use Marketplace Software Services or the Service Platform when the Platform is not available.

The Platform is also unavailable in the event of

planned unavailability Monday to Friday between 8 p.m. and 6 a.m. CET as well as on weekends and German national holidays, provided that we give at least one week's notice of such unavailability on our website;

in the event of unavailability to rectify faults that prevent the secure operation of the Platform in accordance with the requirements of the GDPR or otherwise endanger IT security to a greater than insignificant extent.

The availability of the Service Platform may be additionally be agreed in the Service Platform Agreements.

We do not owe any availability with regard to the Marketplace Software Services. The availability for the Marketplace Software Services shall exclusively be agreed between Seller and Buyer.

4. Usage of the Platform

The Customer hereby is granted non-exclusive, non-sublicensable and non-transferable rights to use the Platform, limited to the term of and in accordance with the Usage Agreement. The Customer may only utilize the Platform for those Users who are directly affiliated with the Customer (e.g. employees, legal organs). Unless otherwise agreed, third parties, including affiliated companies within the meaning of §§ 15 ff. German Stock Corporation Act (AktG), are not permitted to use the Platform under the rights granted to the Customer.

Each party shall take customary and reasonable precautions to protect the usernames and passwords of the Users and Customers against unauthorized third parties gaining knowledge thereof. The parties shall inform each other if they suspect that username and/or passwords may have become known to unauthorised third parties. In this case, the Customer is obliged to change the password for the Customer Account without undue delay. The Customer shall also delete or change access data of former Users without undue delay.

The Customer may not use the Platform in violation of third-party rights, for illegal purposes or in non-compliance with the Usage Agreement. In particular, the Customer shall refrain from any use that could lead to the Customer or us being accused of violating applicable laws or third-party rights. The Customer shall indemnify us against all corresponding claims of third parties resulting from an infringement of the foregoing obligation, including reasonable costs of legal examination and representation. If such claims are asserted against us, we shall inform the Customer without undue delay. The Customer shall be entitled to cooperate at its own expense in the defense against such claims.

If the Customer violates the provisions of paragraph 3, we may block the Customer’s access to the Platform, the Service Platform and/or a Marketplace Software Service or the corresponding data to the extent necessary if the violation can thereby be stopped or reduced in our reasonable discretion. If it is reasonable for us to do so, we will inform the Customer of the infringement of paragraph 3 by setting a reasonable deadline and request the Customer to remedy the infringement. The request or the information about a measure taken shall be sent by email to the email address stored in the Customer Account. Instead of blocking, data may also be deleted if we are obliged to do so by law and blocking is not sufficient to stop the infringement.

If the Customer continues to violate or repeatedly violates the provisions of paragraph 3 despite an appropriate warning, we may terminate the User Agreement without notice. We shall also be entitled to extraordinary termination if a single violation of paragraph 3 was so serious that we cannot reasonably be expected to continue working with the Customer.

5. Transfer of rights by the Customer

The Customer grants us for the content stored by the Customer in the Platform, including the Customer Software and the Marketplace Software Services, all rights necessary for the execution of the Usage Agreement and the Service Platform Agreement, and guarantees to be able to transfer these rights to us. This includes, in particular, the right to utilize, process, reproduce, distribute, edit and keep available for use to the extent technically required for the execution of the Usage Agreement.

We undertake to ensure that technical security measures are in place to prevent third parties from gaining access to the source or object code of the Customer Software and Marketplace Software Service. Users are only given the opportunity to utilize the Marketplace Software Services via the Marketplace.

6. Usage of the Service Platform

The Customer may use the Service Platform to upload code of the Customer Software to further develop the Customer Software and enhance the Customer Software by using functionality provided on the Service Platform by us.

The Customer can choose between different service packages provided by us. The scope of the functionality of each service package is described on our website and on the Platform. When the Customer orders a service package, the Customer enters into a Service Platform Agreement with us. The conditions on the specifics of the package, pricing, runtime and termination period for the Service Platform are agreed in the Service Platform Agreement.

In the Service Platform Agreement, the Customer and we may also agree on the availability of the Service Platform which depends on the specifics of the technical environment which the Customer chooses for the Customer Software.

The conditions of the Service Platform Agreement apply in addition to the Terms of Use. In case of contradictions between the Service Platform Agreement and the Terms of Use, the Service Platform Agreement shall prevail. The parties are aware that potential agreements on the availability of the Service Platform in the Service Platform Agreement do not apply to the availability of the Platform.

7. Usage of the Marketplace

The Sellers conclude the Marketplace Agreements with the Buyers in their own name and for their own account. We only facilitate the conclusion of the Marketplace Agreements via the Marketplace without becoming a party to the Marketplace Agreements ourselves.

The Seller shall use its own terms and conditions for the Marketplace Agreements. We will provide the technical functionality so that the Seller is able to include the Seller’s terms and conditions into the Marketplace Agreement on the Marketplace.

The Seller shall provide the Marketplace Software Services and design the Marketplace Agreements in a way that the Seller can fulfill its obligations under the Marketplace Agreements considering the technical and organizational conditions on the Marketplace. The Seller shall in particular choose termination periods for the Marketplace Agreements in line with the termination periods under the Usage Agreement and shall only agree on service levels which the Seller can meet when providing the Marketplace Software Services via the Marketplace.

The Seller shall make clear in the Marketplace Agreement that we are not partner of the Marketplace Agreement, do not provide any support with regard to the Marketplace Software Service and that the Buyer shall not make any claims against us with regard to the Marketplace Software Service.

We do not have an obligation to review the Marketplace Software Service before and during its provision on the Marketplace. However, we reserve the right to check whether the Marketplace Software Service is in line with the Usage Agreement and our technical and organizational standards.

We reserve the right to refuse to include the Marketplace Software Service in the Marketplace if we believe in our reasonable discretion that the Marketplace Software Service is not suitable for the Marketplace.

We are entitled to a commission to be separately agreed with the Seller on the respective fee to be paid by the Seller for the brokerage.

8. Term and termination

The Usage Agreement runs for an indefinite period and can be terminated by either party with a notice period of six months to the end of a calendar month.

The termination of the Usage Agreement does not directly affect the Marketplace Agreements. However, Sellers and Buyers will not be able to provide and access Marketplace Software Services via the Marketplace after the termination of the Usage Agreement has taken effect. Sellers and Buyers are responsible for ensuring that the usage of the Marketplace Software Services is in line with the termination period according to Paragraph 9.1.

The termination period for Service Platform Agreements may deviate from the termination period according to Paragraph 9.1. In case the Customer has entered into a Service Platform Agreement which runs beyond the end of the Usage Agreement, the conditions of the Usage Agreement continue to apply for the Service Platform Agreement until the Service Platform Agreement is terminated.

The right to terminate for good cause remains unaffected. The following reasons, in particular shall be deemed to be good cause if they exist for the other party:

breach of essential contractual obligations by the other party if the breach is not remedied despite issuance of a notice of default and setting of a reasonable deadline with reference to the right of termination. A reminder and setting of a deadline shall not be required if the violation is considered to be unreasonable;

the rejection of the opening of insolvency proceedings for lack of assets;

the opening of liquidation proceedings.

Terminations can be made by e-mail. A notice of termination by the Customer shall be sent to support@planqk.de. Alternatively, the Customer can terminate the Usage Agreement in the Customer Account.

9. Further development and improvement of the Platform

The Platform is not a static product. Instead, we intend to develop the Platform further to offer new features and offerings that make the Platform more attractive and secure. The scope of the Platform is, therefore, subject to change. If changes should be made, with which existing essential features should be omitted or significantly restricted, we will inform the Customer about this in reasonable time to the e-mail address provided in the Customer Account.

If changes to the Platform should be objectively unreasonable against the background of the services owed by us, the Customer has a right of extraordinary termination, which must be exercised with a notice period of two weeks. The period shall commence when the Customer becomes aware of the change. This right of termination does not apply to changes that implement legal changes, court orders, or to ensure IT security. For these, we reserve the right at any time not to continue to offer them or only to provide them in a modified form.

We are looking forward to any suggestion for improvement from a Customer. For good order, however, we must stipulate that the Customer transfers to us, free of charge, all rights to their suggestion that are necessary for its possible implementation and any exploitation.

10. Defects

In case of defects of performance, the Customer shall be entitled to the statutory rights as modified hereinafter, whereby we shall determine whether we shall remedy the defect by repair or new delivery.

Our no-fault liability for damages (§ 536a B German Civil Code, BGB) for defects existing at the time of conclusion of the agreement shall be excluded, unless the defect relates to a quality guaranteed by us (guarantee, § 276 para. 1 German Civil Code, BGB).

A limitation period of one year shall apply to claims. This limitation period shall not apply to claims for damages due to the infringement of claims for defects; in this respect, the provisions on liability shall apply.

11. Liability

Liability for intent and gross negligence by us shall be unlimited.

In case of simple negligent violations of essential contractual obligations, our liability is limited to foreseeable and contract-typical damages. Essential contractual obligations are those whose fulfillment is essential to the due performance of the agreement and on whose fulfillment the breached party may regularly rely. The limitation period for claims under this paragraph shall be one year.

Paragraph 3 shall not apply to rights arising from injury to body, health, or life, in the event of fraudulent conduct, in the event of the assumption of a guarantee as well as for rights under the German Product Liability Act.

In all other respects, our liability - on whatever legal grounds - is excluded.

12. Platform Tax Transparency Act (Plattformsteuer-Transparenzgesetz)

The Platform Tax Transparency Act applies to Customers who utilize the Marketplace to offer and utilize services to other Users against remuneration. Hence, at our request, such Customers are obliged to provide us with all information and demonstrations (“Tax Information”) which we require to fulfil our legal obligations. Insofar as we have Tax Information available to us, we are entitled to process it in order to fulfil our legal obligations.

If a Customer does not comply with the request to provide us with the Tax Information to be collected in accordance with § 17 paragraph 1 number 1, paragraph 2 number 1, paragraph 3 and § 18 paragraph 3 sentence 1 of the Platform Tax Transparency Act, we shall notify the Customer two times to remind the Customer to provide the Tax Information. If the Customer still fails to submit the requested Tax Information after the second reminder, we shall, at the latest after 180 days, but not prior to the expiry of 60 days, from the original request

prevent the Customer's further use of PlanQK by blocking or deleting the Customer's registration and ensuring that the Customer cannot register for PlanQK again; or

withhold payments of remuneration to the Customer.

The measures under letter a) or b) shall be lifted as soon as the Customer has provided the requested Tax Information.

At our request, the Customer shall demonstrate that the Tax Information provided by him/her is accurate. If, in the opinion of the Federal Central Tax Office, there is reason to believe that the Tax Information is incorrect, the Customer must, at our request, correct the Tax Information deemed to be incorrect and confirm it by submitting reliable evidence from an independent source. Evidence within the meaning of the preceding sentence is in particular a valid identification document issued by a public authority or a current tax residence certificate.

We inform Customers who are subject to the Platform Tax Transparency Act that we will collect information for the purposes of carrying out the taxation procedure in accordance with § 22 thereof and report it to the Federal Central Tax Office for forwarding to the competent state tax authorities or the competent authorities of other member states of the European Union. In this respect, the Customer is entitled to the rights under data protection law.

13. Force majeure

Each party shall be temporarily released from its obligation to perform to the extent and for the duration that it is prevented from performing due to force majeure (the “Prevented Performance”). This shall also apply if the party is already in default. If a party claims occurrence of an act of force majeure, the other party shall also be temporarily released from the performance owed by it to that extent that such performance is the counter-performance of the prevented performance or such performance can only be performed based on or together with the prevented performance.

Force majeure shall be events within the meaning of Section 206 of the German Civil Code (BGB) as well as any other unusual and unforeseen event, if the party invoking the force majeure did not cause the event, could not expect the event to occur, could not influence its occurrence, could not prevent its consequence despite exercising due care, and is prevented from rendering performance for the event. This applies in particular to war, terrorism, riots, pandemics, severe weather, environmental disasters, cyber-attacks, or if the performance hindrance is otherwise due to government order resulting in a performance hindrance. Force majeure shall also include impediments to performance due to shortages of raw materials and/or government actions due to shortages of raw materials and resulting general disruptions to performance (including in supply chains).

The party invoking the existence of force majeure shall

inform the other party without undue delay in text form about the fact, the reasons for it, and the effects;

with the diligence of a prudent businessman, undertake the measures necessary to resume full performance of its obligations without undue delay, if possible;

make reasonable efforts to minimize, as far as possible, the negative impact on the performance of the agreement.

14. Analytics of Platform Data

We reserve the right to use non-personal data we collect in connection with the usage of the Platform for analytics purposes, purposes of product development and other business-related purposes. With regard to the use of personal data for analytics purposes, please see our Privacy Policy for the Platform which is not part of these Market Place Terms.

15. Final provisions, applicable law and jurisdiction

The Usage Agreement contains all stipulations of the parties regarding the subject matter of the agreement. Amendments and supplements to the Usage Agreement must be made in writing unless a stricter form is required by law. This shall also apply to any waiver of the form requirement.

These Terms of Use and the Usage Agreement shall be governed exclusively by the laws of the Federal Republic of Germany. International private law shall not apply, insofar as it is excludable.

The sole place of jurisdiction for all disputes in connection with this agreement shall be the place of our registered office.