ZEP-as-a-Service Agreement

1. Definitions

The following definitions apply to this Agreement and to all arrangements made under this Agreement:

1.1 “Authorised User” means any natural or legal person who accesses or otherwise uses the Services or Customer Data through a user account.

1.2 “Order” means an order concluded between the Parties, as amended from time to time, that refers to this Agreement, regardless of whether the order is placed via the self-service area in the Services or by digitally signing a PDF document.

1.3 “Services” means the software-as-a-service application ZEP, including the web app, the desktop app, the mobile app and the hardware terminals, in each case to the extent specified in the Order and as described in the Documentation.

1.4 “Service Plan” means the service package selected by the Customer in the Order and further specified in the Documentation, which in particular determines the scope of functions, the usage limits, the applicable service levels and the fees.

1.5 “Documentation” means the documentation provided to the Customer by ZEP at https://support.zep.de/.

1.6 “Force Majeure” is defined in Clause 15.5.

1.7 “AI Input” means all inputs transmitted to the Services, including (i) text inputs (e.g. prompts), files, images and structured data, (ii) system instructions and configuration parameters, and (iii) contextual information from previous interactions (conversation history) and from connected data sources (e.g. Retrieval Augmented Generation).

1.8 “AI Output” means any output generated by a Service using AI functionality, regardless of whether it is displayed directly to an Authorised User, forwarded to a downstream system or logged.

1.9 “Customer Data” means all data, information and content, e.g. text, images, videos, audio files or software code, that Authorised Users upload to the Services, otherwise process in the Services or generate in the user accounts as a result of their use of the Services. This includes in particular the AI Input that an Authorised User transmits to a Service and the output, including AI Output, that an Authorised User generates through the use of a Service.

1.10 “Offerings” means the Services and the Professional Services, individually or collectively, depending on the context.

1.11 “Terms of Use” means the terms of use available at https://www.zep.de/en/legal/terms-of-use as amended from time to time.

1.12 “Usage Data” means technical usage and operating data generated in connection with the use of the Services, e.g. metadata, resource names and log files of requests. Customer Data is not Usage Data, provided that the respective Authorised User uses the Services as described in the Documentation.

1.13 “Party” or “Parties” means ZEP and the Customer, individually or collectively, depending on the context.

1.14 “Professional Services” are defined in Clause 4.1.

1.15 “Support Services” are defined in Clause 4.1.1.

1.16 “Affiliates” means the companies affiliated with the respective legal entity within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG).

1.17 “Confidential Information” means all information and documents, including the Agreement, that are either marked as confidential or whose confidentiality arises from the circumstances or from their nature. Confidential Information includes in particular technical, commercial and other information, for example information relating to technologies, research and development, products, services, prices of products and services, customers, employees, subcontractors, marketing plans and financial matters, as well as all outputs of the Services, in particular AI Output.

Confidential Information does not include information that

i) is generally known at the time of receipt, or subsequently becomes generally known, without any fault or involvement of the receiving Party; or

ii) the receiving Party has developed independently without recourse to Confidential Information of the other Party;

iii) the receiving Party has obtained from a third party who is not bound by any restrictions with regard to the use and disclosure of this information; or

iv) a Party has released from confidentiality by written declaration to the receiving Party.

2. Subject Matter of the Agreement, Authorised Users

2.1 The subject matter of this Agreement is the provision of the Services as a cloud solution and of certain Professional Services relating to the Services.

2.2 During the term of this Agreement, the Customer may order Services by concluding Orders. The Services ordered, the Service Plan, the number of licences ordered, the term and the fees payable by the Customer are set out in the respective Order. During the term of the respective Order, ZEP shall enable the Customer and its Authorised Users to use the Services in accordance with the terms of this Agreement and of the Order.

2.3 In its online user account, the Customer may change the Service Plan or increase or reduce the number of Authorised Users with effect from the beginning of the following calendar month. A change to a higher-priced Service Plan or an increase in the number of Authorised Users is additionally possible with effect from the 15th of the current calendar month, including retroactively. Any such change amends the respective Order.

2.4 Authorised Users may be employees, freelancers, service providers or end customers of the Customer or of its Affiliates. For the purposes of this Agreement, acts and omissions of an Authorised User shall be deemed to be acts and omissions of the Customer.

2.5 To the extent that Professional Services are not already expressly included in an Order, the Customer may commission them separately by placing corresponding orders.

2.6 This Agreement consists of this document and the annexes listed in the list of annexes, each in its current version. In the event of a conflict between this document and an annex, the provisions of the annex shall prevail. In the event of a conflict between an Order and this document or any of its annexes, the provisions of the Order shall prevail.

2.7 The Parties agree that, apart from the contractual arrangements referred to above, no general terms and conditions of either Party shall apply, even if their applicability is referred to elsewhere (e.g. in the Order or in a declaration of acceptance).

3. Services

3.1 The Customer accesses the Services it has ordered by creating a user account for each Authorised User. The Customer is solely responsible for how many user accounts it creates, by whom they are created, which Services are ordered and used, and when a user account is closed.

3.2 The functional scope of the individual Services is set out in the Order and the Documentation. The Customer is obliged to comply with the requirements of the Order and the Documentation.

3.3 ZEP owes an availability of the respective Service of 99.8% on an annual average, measured at the outlet of the data centre (handover point to the public network). The Service is available if its essential functions can be used. The following shall be disregarded: (i) announced maintenance and emergency maintenance, (ii) Force Majeure and other events beyond ZEP’s reasonable control (including disruptions to internet/telecommunications connections outside the data centre, upstream or third-party providers, denial-of-service attacks, and cyberattacks despite customary protective measures), and (iii) disruptions for which the Customer is responsible.

3.4 ZEP carries out announced maintenance outside normal business hours and to a reasonable extent.

3.5 ZEP is responsible for the maintenance, updating and further development of the Services and is entitled to make changes to the Services from time to time. In such cases, ZEP will update the Documentation. If ZEP discontinues the operation of a Service or functionality, or changes it in a way that leads to a material deterioration in the performance of the Service, ZEP will notify the Customer thereof in text form with reasonable advance notice.

3.6 The Services must not be used or modified in a way that could turn them into a high-risk AI system within the meaning of the AI Act (Regulation (EU) 2024/1689).

4. Professional Services

4.1 During the term of this Agreement, the Customer may make use of the following services from ZEP described in this Clause 4 (“Professional Services”):

4.1.1 ZEP provides the Customer with support for technical questions relating to the Services, which can be reached during business hours by email at support@zep.de and by telephone at +49 (0)7156 43623-0, as further described in the Documentation (“Support Services”).

4.1.2 The Customer may commission ZEP to provide training for users of the Services by concluding a corresponding Order. The content, location and duration of the respective training as well as the number of participants and the fee payable are agreed in the respective Order.

4.1.3 By concluding an Order, the Customer may commission ZEP to provide other services that ZEP offers in connection with the Services, e.g. support with the implementation, configuration and customisation of the Services. Details of such a commission, e.g. the type and scope of the services and the fee payable by the Customer, are agreed in the respective Order.

4.2 The activities described in Clauses 4.1.2 and 4.1.3 are only owed by ZEP if and to the extent that the Customer expressly commissions them as Professional Services in an Order. An Order only becomes effective upon the legally valid signature of both Parties.

4.3 All Professional Services are services within the meaning of Section 611 BGB.

5. Data Processing and IT Security

5.1 Data Protection

5.1.1 To the extent that ZEP processes personal data on behalf of the Customer when providing the Offerings, the Parties shall conclude a data processing agreement. Unless otherwise provided in the data processing agreement, any support provided by ZEP to the Customer in implementing the data processing agreement, in particular the implementation of instructions, data exports in formats not supported as standard, answering individual questionnaires and supplier audits, and assisting with inspections, shall be remunerated on a time and materials basis at ZEP’s hourly rates applicable at the time, unless ZEP is responsible for the reason for the respective support. ZEP shall inform the Customer of the obligation to pay before commencing the work and shall provide an estimate of the effort upon request. The support shall be provided without undue delay, irrespective of whether the remuneration has been clarified; ZEP shall have no right to refuse performance and no right of retention in this respect.

5.1.2 The Customer is responsible for providing users of the Services with any legally required privacy notices regarding the use of the Services and the associated processing of personal data.

5.2 Use of Customer Data and Usage Data by ZEP

5.2.1 ZEP will only process Customer Data to the extent necessary or expedient for the provision, maintenance, security, further development and improvement of the Services, or for compliance with statutory obligations or an order of an authority or court.

5.2.2 To the extent that ZEP also processes data under its own responsibility on the basis of the preceding Clause, the Customer undertakes to enable ZEP, free of charge, to comply with any obligations under data protection law, in particular by permitting ZEP, when contacting data subjects via the Services (e.g. via email), to attach data protection notices, including a link to a privacy policy, to the Customer’s messages.

5.2.3 ZEP may process Usage Data to the extent necessary for the provision of the Offerings, including their maintenance and security, or for their further development and improvement, or for compliance with statutory obligations or a binding order of an authority or court. The Customer is advised not to use personal data or otherwise sensitive data in the Usage Data to the extent it has any influence over this.

5.3 Handling of Data

5.3.1 For the Services, ZEP takes appropriate technical and organisational measures aimed at protecting Customer Data against loss, damage and unauthorised access by third parties.

5.3.2 Unless otherwise agreed, ZEP shall provide the Customer with server storage space appropriate for the customary use of the Services for contractual purposes. The Customer is not entitled to make this storage space available to third parties for use, in whole or in part, whether for a fee or free of charge.

5.3.3 During the term of this Agreement, the Customer may access, edit, delete and export the Customer Data it has stored in the Services.

5.3.4 ZEP performs a daily backup of stored Customer Data and retains daily backups for 14 days and, thereafter, weekly backups for 19 weeks. The Customer is responsible for complying with statutory retention periods.

5.3.5 In the event of insolvency, liquidation or cessation of business operations of ZEP, ZEP shall grant the Customer access to the Customer Data stored in the Services at that time, to the extent technically possible and reasonable.

6. Responsibilities of the Customer

6.1 The Customer is responsible for establishing and maintaining the functional prerequisites on the Customer’s side required for the proper use of the Offerings. The functional prerequisites are listed in the Documentation.

6.2 Unless otherwise agreed, the Customer shall carry out the individual configuration of the Services as well as the entry and import of its data itself and is responsible for this.

6.3 The Customer shall check data and information for malware before transmitting it to the Services and shall use state-of-the-art protection software.

6.4 Notwithstanding the data backups performed by ZEP, the Customer is obliged to back up Customer Data itself regularly and in accordance with its importance and to create its own backup copies. To the extent technically possible, the Customer shall regularly back up the data stored in the Services by downloading it.

6.5 The Customer shall ensure that (i) only persons authorised by it and entitled to use the Offerings under this Agreement access the Offerings as Authorised Users, and (ii) only the Authorised Users entitled to do so receive access to the login credentials intended for them. The Customer shall not share login credentials with third parties or make them available to third parties permanently or temporarily. The Customer is responsible for all activities of Authorised Users as for its own activities. If the Customer becomes aware that an Authorised User is using the Offerings or login credentials in a manner that is inconsistent with the Customer’s obligations under this Agreement, the Customer shall suspend or terminate that Authorised User’s access to the Offerings and the login credentials without undue delay.

6.6 The Customer shall comply with the Terms of Use as amended from time to time and is obliged to require the Authorised Users to comply with the Terms of Use. Violations of the Terms of Use or other contractual provisions by Authorised Users shall be attributed to the Customer. ZEP is entitled to investigate violations of the Terms of Use, in particular upon a corresponding report by a third party. The investigation may be carried out using appropriate technical means. ZEP will inform the Customer of the alleged violation and grant the Customer a period to respond that is reasonable in the circumstances of the individual case, unless such prior notification is not permitted by law or is unreasonable due to the nature or severity of the violation or its possible consequences.

6.7 The Customer shall provide ZEP with the information required for the provision of the Offerings completely and in good time. The Customer shall take all necessary and reasonable measures to enable ZEP to provide the Offerings. In particular, the Customer shall (i) designate qualified technical contact persons for ZEP and inform ZEP at an early stage of any change of contact person, and (ii) grant ZEP access to and use of the information, data, software, internal capacities and facilities necessary for the provision of the Offerings. Further cooperation obligations of the Customer are set out in the annexes.

6.8 If the Customer fails to fulfil its cooperation obligations, or fails to fulfil them properly, ZEP shall not be responsible for any resulting defects in performance or delays. Agreed deadlines shall be postponed to a reasonable extent.

7. Fees

7.1 The Customer shall pay ZEP the fees for the Offerings as set out in the respective Order.

7.2 Unless otherwise agreed in the respective Order, ZEP shall invoice the Customer in advance for the fees for the Services and Support Services for the respective calendar month and, in the case of Orders with fixed terms, for the respective Initial Term. The fee for the first calendar month may be calculated pro rata.

7.3 The Customer shall pay the fee owed within 10 days of receipt of the invoice.

7.4 The Customer may grant ZEP a SEPA direct debit mandate. In this case, ZEP shall collect the fee due from the bank account specified. The Customer shall notify ZEP of any changes to its bank details in good time and authorises ZEP to debit the new bank account.

7.5 The Customer must raise any objections to invoices in writing or in text form within eight weeks of receipt of the invoice. After expiry of this period, the invoice shall be deemed approved if ZEP has specifically drawn the Customer’s attention to this consequence in the invoice.

7.6 All prices are net prices plus value added tax at the applicable statutory rate.

7.7 If a deduction or withholding of parts of the agreed fee is required by law, e.g. due to a national or international withholding tax, ZEP is entitled to demand from the Customer the additional amount necessary to ensure that the net amount ZEP receives from the Customer in total after deduction or withholding corresponds to the amount of the contractually agreed fee. Upon request, ZEP will support the Customer as far as possible, by providing relevant documents, in reducing the amount of the deduction or withholding within the statutory framework (e.g. under any applicable double taxation agreement).

8. Temporary Suspension

8.1 ZEP is entitled to suspend the access of the Customer or of individual Authorised Users to the Services or to individual Customer Data, or to delete Customer Data, if (a) this is necessary to comply with applicable laws or a binding order of a court or authority, or (b) the Customer (i) endangers the security of the Services, (ii) in ZEP’s assessment, may be violating third-party rights, the Terms of Use and/or applicable law, (iii) despite a reminder, is in arrears with the payment of fees amounting to at least 2 monthly fees, (iv) uses the Services to an extent that exceeds customary business use, places a disproportionate burden on ZEP’s technical infrastructure or significantly impairs the use of the Services by other customers of ZEP, or (v) otherwise seriously breaches its obligations under this Agreement. However, ZEP has no contractual obligation to monitor, delete or block.

8.2 ZEP will (i) only suspend the Customer’s access to Services or Customer Data if no less severe and equally effective means are available to ZEP to respond to the violation, (ii) limit the suspension to those Authorised Users, Services or Customer Data affected by the violation, (iii) notify the Customer with reasonable advance notice of the impending suspension and the reason for it, unless such prior notification is unreasonable due to the nature or severity of the violation or its possible consequences, and (iv) restore the Customer’s access to the suspended Services or Customer Data promptly once the reason for the suspension no longer applies and restoration is not unreasonable for ZEP. When applying and enforcing any deletion or blocking of Customer Data, ZEP shall act diligently, objectively and proportionately, taking into account the rights and legitimate interests of all parties involved as well as their fundamental rights enshrined in the Charter of Fundamental Rights of the European Union, such as the right to freedom of expression, the freedom and pluralism of the media and other fundamental rights and freedoms.

9. Intellectual Property and Rights to Data

9.1 As between the Customer and ZEP, all rights to Customer Data belong to the Customer. Without prejudice to Clause 5.2, the Customer does not grant ZEP any rights to the Customer Data.

9.2 The Customer warrants that it has all necessary rights, powers, consents or permissions to use the Services and to process the Customer Data in the Services or have it processed by ZEP.

9.3 ZEP grants the Customer a simple (non-exclusive), non-transferable right, which, without prejudice to Clause 2.4, is non-sublicensable and, without prejudice to Clause 15.1, is unrestricted in territory and limited in time to the duration of the contractually agreed use, to use the Services through Authorised Users in accordance with the Agreement. Except as set out in the preceding sentence, ZEP does not grant the Customer any rights to the Services or to the technologies underlying or contained in them.

9.4 The Customer is prohibited from (i) reverse engineering, disassembling or decompiling the Services or applying any other procedures or methods to obtain the source code of the software contained in the Services (unless permitted by mandatory law), or (ii) using or accessing the Services in a manner intended to circumvent usage restrictions.

10. Quality of Service; Warranty

10.1 Each Service is available to the Customer for the duration of the respective Order with the quality specified in this Agreement and performs substantially as described in the Documentation. Without prejudice to the preceding sentence, ZEP gives no warranty that the Services are suitable for specific subjective purposes of the Customer or that they have a specific characteristic exhibited by other (including comparable) products or services.

10.2 The Customer shall report defects without undue delay via the channels specified in Clause 4.1.1, with a sufficiently detailed description.

10.3 During business hours, Monday to Friday, 9:00 a.m. to 5:00 p.m. German time, excluding public holidays at ZEP’s registered office, ZEP will respond to the Customer’s fault reports within a reasonable period of time.

10.4 The Customer’s rights in respect of defects are excluded to the extent that the Customer makes changes, or has changes made, to the Services without ZEP’s consent, unless the Customer proves that the changes have no effects on the analysis and remedy of the defect that are unreasonable for ZEP.

11. Third-Party Claims

11.1 If third parties assert claims against the Customer on the grounds of an alleged infringement of their industrial property rights or copyrights by the Services, ZEP shall, at its option, either (i) procure for the Customer the rights required for use in accordance with the Agreement, (ii) modify the relevant Service or replace it with a comparable service so that there is no infringement, or (iii) if the aforementioned measures cannot reasonably be considered for technical or economic reasons, discontinue the relevant Service.

11.2 If third parties assert claims against ZEP on the grounds of an alleged infringement of their industrial property rights or copyrights, or of an alleged violation of a law or of the Terms of Use, by Customer Data or by the Customer’s use of the Services, the Customer shall, at its own expense, assume the defence against these claims and pay the amount finally determined by judgment or agreed in a settlement.

11.3 The obligations under this Clause 11 only apply if the Party to be indemnified (i) informs the indemnifying Party of the claims in text form without undue delay, (ii) allows the indemnifying Party to assume control of the defence against the claims, including any settlement negotiations, and (iii) reasonably cooperates with the indemnifying Party (at the latter’s expense) in the defence and settlement negotiations regarding the claims. Neither Party shall, without the written consent of the other Party, agree to a settlement with regard to the third-party claims that involves any material obligation other than the payment of money.

11.4 Clause 11 conclusively governs the rights of each Party vis-à-vis the other Party with regard to the third-party claims covered by this Clause. Any other claims for damages and any rights of termination remain unaffected in accordance with this Agreement.

12. Liability

12.1 ZEP is not responsible for damage or other consequences resulting from ZEP acting in accordance with the express instructions or specifications of the Customer.

12.2 ZEP shall be liable without limitation for (i) intent and gross negligence, (ii) damage resulting from injury to life, body or health, and (iii) claims arising from a guarantee assumed, the German Product Liability Act (Produkthaftungsgesetz), Art. 82 GDPR and other mandatory statutory provisions.

12.3 Except in the cases of Clause 12.2, ZEP shall only be liable for slight negligence in the event of a breach of contractual obligations whose fulfilment is essential for the proper performance of this Agreement, whose breach jeopardises the achievement of the purpose of the Agreement and on whose compliance the Customer may regularly rely (so-called cardinal obligations). In these cases, ZEP’s liability is limited to typical and foreseeable damage.

12.4 The Parties agree that the typically foreseeable total damage from all damage events under this Agreement falling under Clause 12.3 shall not in total exceed the amount paid by the Customer for all Offerings in the 12 months preceding the damaging event. ZEP’s liability for all damage under this Agreement falling under Clause 12.3 is therefore limited in total to the aforementioned amount.

12.5 In all cases other than those specified in Clause 12.2 and Clause 12.3, ZEP shall not be liable for slight negligence.

12.6 Except in the cases of Clause 12.2, ZEP shall not be liable for loss of profit, loss of data, costs of data recovery, costs of substitute procurement, indirect or consequential damage, business interruptions or loss of company value.

12.7 Clauses 12.3 to 12.6 do not apply to payment obligations under Clause 7.

12.8 To the extent that the Services are to be regarded as a rental within the meaning of German tenancy law, ZEP shall not be liable for damage based on defects within the meaning of Section 536 BGB that already existed when the Agreement was concluded, provided that ZEP does not commit any culpable act or omission. Accordingly, Section 536a(1), first alternative, BGB does not apply.

13. Confidentiality

13.1 Each Party undertakes to use Confidential Information of the other Party only for the purpose provided for in the Agreement and not to disclose it to third parties without prior written consent. Disclosure to third parties within the meaning of sentence 1 does not include disclosure to Affiliates of the Party bound by confidentiality, disclosure on a “need-to-know” basis to vicarious agents engaged in the performance of this Agreement who have undertaken in writing to comply with confidentiality provisions corresponding to this Clause 13, and disclosure to advisers and auditors bound by professional secrecy.

13.2 Each Party shall ensure that its Affiliates and their respective employees also treat the Confidential Information in accordance with the confidentiality obligation of this Clause 13.

13.3 The Party bound by confidentiality is entitled to disclose Confidential Information on the basis of a statutory obligation or by order of an authority or court, but only to the extent strictly necessary for this purpose. The Party so obliged shall, to the extent permissible and possible, notify the other Party thereof in good time before disclosure.

13.4 Each Party is obliged to return Confidential Information of the other Party upon the other Party’s request, but no later than upon termination of this Agreement, and, at the other Party’s request, to destroy it (e.g. by deleting electronically stored information) or to enable the other Party to carry out the return or deletion. Without prejudice to the next sentence, there is no right of retention. The provisions of this paragraph do not apply to the extent that mandatory statutory provisions, in particular statutory retention obligations, prevent the return, destruction or deletion, or the retention/storage takes place in the context of automatically generated backups and their destruction/deletion would involve disproportionate effort. To the extent that information is not destroyed/deleted in accordance with the exceptions defined in this paragraph, the confidentiality provisions continue to apply to this information.

13.5 The obligations under this Clause 13 shall continue for 5 years after termination of this Agreement.

14. Term and Termination

14.1 This Agreement commences upon conclusion of the first Order and runs for an indefinite period. The Customer and ZEP may each terminate the Agreement and/or individual Orders by ordinary notice with effect from the end of the current calendar month. If a different term is agreed in the Order (the “Initial Term”), the Order shall be extended in each case by the period of the Initial Term (the “Renewal Term”), unless the Customer or ZEP terminates the Order with a notice period of 3 months before the end of the relevant Initial Term or Renewal Term. The right to extraordinary termination for good cause remains unaffected.

14.2 Good cause entitling a Party to extraordinary termination exists in particular if the other Party seriously breaches this Agreement and does not remedy this breach within 30 days of receiving a formal warning from the other Party. Good cause entitling ZEP to extraordinary termination further exists in particular if ZEP is entitled to temporarily suspend the Offerings pursuant to Clause 8 and the reason entitling it to such suspension has not been remedied within 30 days.

14.3 Termination of this Agreement shall at the same time be deemed termination of all existing Orders, unless expressly stated otherwise in the notice of termination.

14.4 For a period of 30 days from the date on which the termination takes effect, ZEP shall enable the Customer to retrieve the Customer Data stored in the Services and to export it from the Services. After expiry of this period, ZEP will delete any Customer Data not deleted by the Customer in accordance with the standard functionality of the respective Service.

14.5 Any termination must be in written form.

15. Final Provisions

15.1 Each Party shall comply with the laws applicable to it in the performance of this Agreement, including applicable laws on data protection, minimum wage and other working conditions, or export controls.

15.2 ZEP may amend this Agreement during the ongoing contractual relationship if and to the extent that there is good cause for doing so, in particular due to a relevant change in the law, a change in supreme court case law or changed market conditions. ZEP shall offer the amendments to the Customer in text form no later than one month before the proposed effective date. Consent shall be deemed given if the Customer does not reject the amendment before the proposed effective date, ZEP has specifically drawn the Customer’s attention to this consequence and the Customer continues to use the Services.

15.3 The Customer’s rights of set-off and retention are excluded unless the underlying counterclaim is acknowledged or has been finally established by a court, or the counterclaim arises from the same legal relationship. The Customer’s counter-rights on account of defects remain unaffected.

15.4 ZEP is entitled to engage third parties as subcontractors to provide the contractually owed Offerings, unless otherwise agreed.

15.5 If Force Majeure prevents ZEP from providing the Offerings on time, ZEP is entitled to postpone the fulfilment of the performance obligations assumed by the duration of the hindrance plus a reasonable start-up period. If the fulfilment of a performance obligation becomes impossible or unreasonable for ZEP as a result of Force Majeure, ZEP is entitled to terminate the Agreement without notice. ZEP’s claims to remuneration for services already rendered remain unaffected by such termination. Except for payment obligations, neither Party shall be liable for delay or non-performance due to Force Majeure. “Force Majeure” means circumstances reasonably beyond the control of the Party concerned, e.g. strikes, pandemics, epidemics, natural disasters, lockouts, acts of war, official orders, power, telecommunications and other network failures, fire, business interruptions for which the Party is not responsible, etc.

15.6 Should any provision of this Agreement be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced (to the extent legally permissible) by another appropriate provision that comes closest in economic terms to what the Parties intended or would have intended had they considered the invalidity of the provision. The same applies if and to the extent that the Agreement contains a gap; this gap shall be closed by a provision that corresponds to what the Parties intended or would have intended had they considered the gap in the Agreement.

15.7 Neither Party may transfer rights or obligations to a third party without the prior written consent of the other Party. Consent is not required for the transfer of contractual rights or obligations to (i) an Affiliate or (ii) a third party to which ZEP sells all or substantially all of the assets that are essential for the provision of the Offerings.

15.8 Amendments and supplements to this Agreement, including any amendment of this written form clause, require written form to be effective. The written form requirement can only be waived in writing. No oral agreements have been made.

15.9 Where the Agreement requires “written form”, this means written form within the meaning of Section 126 BGB, excluding Section 127 BGB. A qualified or advanced electronic signature or the electronic transmission of the document signed by hand also satisfies the written form requirement.

15.10 If the Parties are merchants, legal entities under public law or special funds under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from this Agreement shall be ZEP’s registered office, unless otherwise mandatorily prescribed by law.

15.11 This Agreement is governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.