General Terms and Conditions with Customer Information & Annex: Rules on Switching Providers

1.1 These General Terms and Conditions (hereinafter “GTC”) of Tramoria GmbH (hereinafter “Provider”), apply to all contracts for the provision of services in the field of Software-as-a-Service (hereinafter “SaaS”) which a consumer or entrepreneur (hereinafter “Customer”) concludes with the Provider with regard to the services described by the Provider on its website. The subject matter of the contract is the provision, for remuneration and limited in time to the contract term, of software (hereinafter “Software”) in digital form via the internet, as well as the provision of storage space on the Provider's servers. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to their commercial nor to their self-employed professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal personality which, when concluding a legal transaction, acts in the exercise of its commercial or self-employed professional activity.

2.1 For the duration of the agreed contract term, the Provider provides the Customer with Software in digital form via the internet. To this end, the Provider enables the Customer to access the Software, which remains on the Provider's server. The functional scope and the technical specifications of the Software are described in more detail in the service description on the Provider's website. The Provider is obliged only to provide the Software with the functionalities defined in more detail in the service description. In particular, the Provider is not obliged to establish and maintain the data connection between the Customer's IT system and the Provider's server.

2.2 The Software is updated by the Provider at irregular intervals. Accordingly, the Customer only receives a right of use in respect of the Software in its current version at any given time. The Customer, by contrast, has no claim to the Software being brought into a particular state.

2.3 For the use of the Software, the Provider provides the Customer with limited storage space on its servers. The extent of the storage space is described in more detail in the service description on the Provider's website.

2.4 The Provider provides the aforementioned services with an overall availability of 99.

Availability is calculated on the basis of the time within the contract period attributable to the respective calendar month, less maintenance times. The Provider shall, as far as possible, carry out maintenance work during periods of low usage.

2.5 The Provider takes data backup measures in accordance with the state of the art. However, the Provider is not subject to any duty of safekeeping or custody. The Customer itself is responsible for adequate data backup.

2.6 The Provider makes a user manual available to the Customer in electronic form.

2.7 The Provider offers additional support services. The content and scope of the support services are set out in the service description on the Provider's website.

3.1 The Provider reserves the right to change the services offered or to offer different services, unless this is unreasonable for the Customer.

3.2 In addition, the Provider reserves the right to change the services offered or to offer different services,

• to the extent that it is obliged to do so due to a change in the legal situation;
• to the extent that it thereby complies with a court judgment directed against it or an official decision;
• to the extent that the respective change is necessary to close existing security vulnerabilities;
• if the change is merely advantageous for the Customer; or
• if the change is purely technical or procedural in nature without material effects for the Customer.

3.3 Changes with merely immaterial influence on the Provider's services do not constitute changes to services within the meaning of this clause. This applies in particular to changes of a purely graphical nature and to the mere change in the arrangement of functions.

4.1 Upon request, the Provider grants new customers non-binding, free trial access to the Software (“trial period”). The trial period begins when the Customer activates the trial access and ends automatically upon expiry of the duration specified for this purpose by the Provider in the service description, without any termination by the Customer being required.

4.2 Providing payment details (e.g. credit card or bank details) is not required in order to make use of the trial period. The Customer incurs no costs during the trial period.

4.3 Upon expiry of the trial period, the trial access ends automatically. The trial period does not automatically convert into a paid subscription or any other paid contractual relationship. If the Customer wishes to use the Software beyond the trial period, the separate, active conclusion of a paid usage contract is required for this purpose.

4.4 Upon expiry of the trial period, access to the Software is blocked. Data entered during the trial period will be erased unless the Customer concludes a paid usage contract before the trial period expires and to the extent that no statutory retention obligations preclude this.

4.5 The functional scope during the trial period may be restricted compared with the paid offering. There is no entitlement to any particular availability during the trial period.

4.6 Each Customer may make use of the trial period only once. The Provider is entitled to end the trial access prematurely if there are indications of abusive multiple use.

5.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but serve for the submission of a binding offer by the Customer.

5.2 The Customer may submit the offer via the online order form provided on the Provider's website. In doing so, after entering its personal data, the Customer submits a legally binding contractual offer in respect of the selected services by clicking the button that concludes the ordering process.

5.3 The Provider may accept the Customer's offer within five days,

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby receipt of the order confirmation by the Customer is decisive in this respect, or
• by requesting the Customer to make payment after the Customer has placed its order.

If several of the aforementioned alternatives apply, the contract is concluded at the point in time at which one of the aforementioned alternatives first occurs. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Provider does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by its declaration of intent.

5.4 Where an offer is submitted via the Provider's online order form, the text of the contract is stored by the Provider after the conclusion of the contract and transmitted to the Customer in text form (e.g. email, fax or letter) after the Customer has sent its order. The Provider does not make the text of the contract accessible beyond this. If the Customer has set up a user account for the Provider's website before sending its order, the order data are archived on the Provider's website and can be retrieved by the Customer free of charge via its password-protected user account by entering the corresponding login data.

5.5 Before bindingly submitting the order via the Provider's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means of better identifying input errors may be the browser's zoom function, which enlarges the display on the screen. Within the electronic ordering process, the Customer can correct its entries using the usual keyboard and mouse functions until it clicks the button that concludes the ordering process.

5.6 The German language is available for the conclusion of the contract.

5.7 Orders are generally processed automatically by email. The Customer must ensure that the email address it provides for processing the order is correct, so that the emails sent by the Provider can be received at this address.

Consumers are generally entitled to a right of withdrawal. Further information on the right of withdrawal is provided in the Provider's withdrawal policy.

The Provider is the holder of all rights of use required for the provision of the Software. Unless otherwise stated in the service description on the Provider's website, the Provider grants the Customer, in respect of the Software, the non-exclusive, non-transferable right, limited in time to the duration of the contract, to use the Software for private and business purposes within the scope of these GTC. Any use of the Software beyond this is not permitted.

The Provider is entitled to use content and information which are made available to it by the Customer for the service within the scope of its contractual obligations and the processing of which is necessary for the proper performance of the services. The Customer grants the Provider, free of charge, non-exclusively and limited to the term of the contract, the rights of use required for this purpose, in particular the right of permanent retention and storage, the right of reproduction and the right of adaptation, and warrants that it is entitled to grant these rights of use.

9.1 The Customer shall ensure that the hardware and software used by it, including workstation computers, routers, data communication equipment, etc., meet the minimum technical requirements for the use of the currently offered software version.

9.2 The Customer is obliged to protect the access data made available to it against access by third parties in accordance with the state of the art and to keep such data in safe custody. The Customer shall ensure that use takes place only to the contractually agreed extent. Unauthorised access by third parties must be reported to the Provider without undue delay.

9.3 The Customer shall not store on the storage space made available any data the use of which violates applicable law, official requirements or orders, rights of third parties or agreements with third parties.

9.4 The content stored by the Customer on the storage space designated for it may be protected under data protection law. The Customer shall examine on its own responsibility whether its use of personal data complies with the requirements of data protection law.

9.5 The Customer shall regularly make appropriate data backups on its own responsibility.

9.6 The Customer is obliged to check its data and information for viruses or other harmful components before entering them and to use measures corresponding to the state of the art for this purpose (e.g. anti-virus programs).

9.7 The Customer shall ensure that programs, scripts or the like installed by it do not endanger the operation of the server or of the Provider's communication network or the security and integrity of other data stored on the Provider's servers.

9.8 If programs, scripts or the like installed by the Customer endanger or impair the operation of the server or of the Provider's communication network or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts, etc. If the elimination of the risk or impairment so requires, the Provider is also entitled to interrupt the connection of the content stored on the server to the internet. The Provider shall inform the Customer of this measure without undue delay.

10.1 Unless otherwise stated in the Provider's service description, the prices indicated are total prices which include the statutory value added tax.

10.2 The payment options and the payment modalities will be communicated to the Customer on the Provider's website.

10.3 The remuneration is invoiced by the Provider in advance for the agreed service period and may be paid by the Customer by bank transfer to the bank account specified by the Provider. Unless otherwise stated in the content of the invoice, the invoice amount is due for payment immediately.

10.4 The remuneration is invoiced by the Provider at the agreed intervals and debited from the Customer's bank account by way of bank collection (direct debit). For this purpose, the Customer grants the Provider a SEPA direct debit mandate which may be revoked at any time. If the direct debit is not honoured due to insufficient funds in the account or due to incorrect bank details having been provided, or if the Customer objects to the debit although it is not entitled to do so, the Customer shall bear the fees incurred as a result of the chargeback by the respective credit institution if the Customer is responsible for this.

11.1 The contract is concluded for an indefinite period, but at least for the duration of the Provider's first billing interval (minimum term). During the minimum term, the contract may be terminated at any time with effect from the end of the minimum term and, after expiry of the minimum term, at any time with effect from the end of a further billing interval of the Provider. The respective billing intervals are set out in the service description on the Provider's website.

11.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period, taking into account all circumstances of the individual case and weighing the interests of both parties.

11.3 Notices of termination may be given in writing, in text form (e.g. by email) or in electronic form via the cancellation function (cancellation button) provided by the Provider on its website.

11.4 Upon termination of the contract, the Customer loses access to its user account. Furthermore, upon termination of the contract, the Provider's obligation to store data uploaded by the Customer also expires.

12.1 If the Customer acts as a consumer, the statutory provisions on liability for defects apply.

12.2 If the Customer acts as an entrepreneur, the statutory provisions on liability for defects apply subject to the following restrictions.

12.2.1 The Customer shall notify the Provider without undue delay of any defects, malfunctions or damage that occur.

12.2.2 The warranty for merely insignificant reductions in the suitability of the service is excluded.

12.2.3 Liability irrespective of fault pursuant to Section 536a (1) of the German Civil Code (BGB) for defects that already existed at the time of the conclusion of the contract is excluded.

12.2.4 Termination by the Customer on the grounds of failure to grant use in accordance with the contract is only permissible if the Provider has been given sufficient opportunity to remedy the defects and the remedying of defects has failed. The remedying of defects shall only be deemed to have failed if it is impossible, if it is refused by the Provider or delayed in an unreasonable manner, if there are justified doubts regarding the prospects of success or if, for other reasons, it is unreasonable for the Customer.

The Provider shall be liable to the Customer in respect of all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

13.1 The Provider shall be liable without limitation on any legal grounds

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• on the basis of a guarantee, unless otherwise provided in this respect,
• on the basis of mandatory liability, such as under the German Product Liability Act (Produkthaftungsgesetz).

13.2 If the Customer acts as a consumer based in Germany or as an entrepreneur, the following limitations of liability apply:

If the Provider negligently breaches a material contractual obligation, its liability is limited to the foreseeable damage typical for the contract, unless it is liable without limitation pursuant to the preceding clause. Material contractual obligations are obligations which the contract, according to its content, imposes on the Provider in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Customer may regularly rely. In all other respects, liability of the Provider is excluded, unless it is liable without limitation pursuant to the preceding clause.

13.3 The above liability provisions also apply with regard to the Provider's liability for its vicarious agents and legal representatives.

The Customer shall indemnify the Provider against all claims asserted against the Provider by other customers or other third parties on account of the infringement of their rights due to content uploaded by the Customer or due to the Customer's other use. In this context, the Customer shall also bear the necessary costs of legal defence, including all court and lawyers' fees in the statutory amount. This does not apply if the Customer is not responsible for the infringement. In the event of a claim being asserted by third parties, the Customer is obliged to provide the Provider without undue delay, truthfully and completely with all information required for the examination of the claims and for a defence.

The Provider undertakes to maintain secrecy regarding all confidential information of which it becomes aware in connection with this contract and its performance and not to disclose such information to third parties. Confidential information is information which is marked as confidential or the confidentiality of which is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, tangible or oral form. The confidentiality obligation does not apply insofar as the Provider is obliged to disclose the confidential information by law or on the basis of an incontestable or final decision of an authority or court, respectively.

16.1 The Provider reserves the right to amend these GTC at any time, provided that the Customer consents to the amendment.

16.2 The Provider further reserves the right to amend these GTC even without the consent of the Customer,

• insofar as it is obliged to do so due to a change in the legal situation;
• insofar as it thereby complies with a court judgment directed against it or an official decision;
• insofar as it introduces additional, entirely new services, service offerings or service elements which require a service description in the GTC, unless the existing usage relationship is thereby adversely changed;
• if the amendment is merely advantageous for the Customer; or
• if the amendment is required for purely technical or procedural reasons, unless it has a material impact on the Customer.

16.3 The Provider shall inform the Customer of material amendments to these GTC in good time and in an appropriate form. Material amendments are those which would significantly shift the contractual relationship to the detriment of the Customer or would be tantamount to the conclusion of an entirely new contract. These include, for example, provisions on the nature and scope of the service or on the contract term and the modalities of termination.

16.4 The Customer's right of termination remains unaffected by this.

17.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties. In the case of consumers, this choice of law shall apply only insofar as it does not deprive the consumer of the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence.

17.2 If the Customer acts as a merchant, legal entity under public law or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Provider's place of business. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Provider's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. In the aforementioned cases, however, the Provider shall in any event be entitled to bring an action before the court at the Customer's registered office.

The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer conciliation body.

The following provisions apply in the event that the Customer wishes to switch to another provider or to its own on-premises ICT infrastructure.

2.1 “Data processing service” within the meaning of these GTC is a digital service that is provided to the Customer and that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralised, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or minimal interaction by the Provider.

2.2 “Digital assets” within the meaning of these GTC are elements in digital form, including applications, for which the Customer has a right of use, independently of the contractual relationship with the data processing service that it wishes to switch from.

2.3 “On-premises ICT infrastructure” within the meaning of these GTC are ICT infrastructure and computing resources that are owned by the Customer or rented or leased by the Customer and that are located in the Customer's data centre and are operated by it or by a third party.

2.4 “Switching” within the meaning of these GTC is a process involving the Provider, the Customer and, where relevant, a destination provider of data processing services, in which the Customer switches from using the Provider's data processing service to using another data processing service of the same service type or another service which is offered by another provider of data processing services or which is offered to an on-premises ICT infrastructure, including through extracting, transforming and uploading the data.

2.5 “Exportable data” within the meaning of these GTC are input and output data, including metadata, which are generated directly or indirectly through the use of the data processing service by the Customer or jointly, with the exception of the assets or data of the Provider or of third parties that are protected by intellectual property rights or constitute a trade secret.

3.1 Before the data processing services are ordered, the Provider shall provide the Customer with clear information on the following points:

• its standard remuneration and, where applicable, penalties for early termination;
• the switching charges;
• services which require highly complex or costly switching or for which switching is not possible without significant impairment of the data, digital assets or service architecture, where relevant;
• specific services to which the obligations regarding switching and termination do not apply, where applicable;
• a complete list of the categories of data and digital assets that can be transferred, including, at a minimum, all exportable data;
• a complete list of the categories of data that are specific to the internal functioning of the Provider's data processing service and that are exempted from the obligation to export data where there is a risk of a breach of the Provider's trade secrets;
• clear information about known risks to the continuity of the provision of the Provider's functions or services.

3.2 The Provider's online register containing data structures and data formats, relevant standards and open interoperability specifications for data is available on the Provider's website.

4.1 The parties shall agree on a switching and exit plan (hereinafter “Plan”) which contains, in particular, the following:

• details of the switching and exit assistance, including the porting methods and formats and the steps required to carry out the switching process;
• the contact persons designated by the Customer and by the Provider respectively for implementing the Plan;
• an estimate of the time required to export and transfer the data and digital assets from the source provider's environment;
• restrictions and technical limitations, including those resulting from the storage of data outside the EU;
• a description of the sequence of operations proposed by the Provider;
• a description of the testing method proposed by the Provider, if tests are carried out.

4.2 At the Customer's request, the Provider must make available to the personnel designated by the Customer (or to other third parties authorised by the Customer) information explaining the relevant procedures.

4.3 At the Customer's request, the Provider undertakes either to organise a test or to support the Customer in its tests in order to verify whether the Plan works in practice for exportable data and digital assets. If problems arise during the test, the parties shall analyse the causes in good faith and work towards solutions.

4.4 The Provider and the Customer undertake to update the Plan where necessary and, at least at the Customer's request, to review whether changes are required.

5.1 The Customer must send the Provider, observing a notice period of 2 months, a switching notice stating that it is initiating the switching. If the Customer wishes to transfer only certain services, data or digital assets, it must state this in the notice.

5.2 In the switching notice, the Customer shall state whether it intends:

• to switch to another provider of data processing services. In this case, the Customer should provide the necessary details of the destination provider;
• to switch to an on-premises ICT infrastructure of the Customer; or
• not to switch, but only to erase its exportable data and digital assets.

5.3 The Provider shall confirm receipt of the switching notice to the Customer within 3 working days at the latest via the same communication channel that the Customer used.

6.1 The transitional period is 30 calendar days and begins upon expiry of the notice period for initiating the switching process.

6.2 If the Provider is unable to comply with the agreed transitional period for technical reasons, it undertakes:

• to notify the Customer in writing or in text form within 14 working days of receipt of the notice of termination;
• to specify an alternative transitional period, which may not exceed seven (7) months from the date of the Customer's notice of termination; and
• to provide a reasonable justification for the technical impossibility.

The Customer shall confirm receipt of this extension notice in writing or in text form within 3 working days.

6.3 The Customer may extend the transitional period once by a period that it considers more appropriate for its purposes, but not exceeding 3 months. In the case of complex migrations, the parties may, by mutual agreement, agree on a longer period, but not exceeding 12 months. The Customer must inform the Provider of its intention in writing or in text form by the end of the original transitional period and specify the alternative transitional period. The Provider shall confirm receipt of such an extension notice in writing or in text form within 3 working days.

The Provider undertakes to support the Customer and third parties engaged by the Customer in an appropriate manner from the start and throughout the entire duration of the switching process so that the Customer can switch within the agreed transitional period. For this purpose, the Provider must in particular:

• provide capabilities, adequate information (including the documentation required to carry out the switching) and technical support. If problems are identified, the Provider and the Customer shall analyse the causes in good faith and work towards solutions;
• act with due care to maintain business continuity and to continue to provide the functions or services in accordance with the contract;
• maintain a high level of security throughout the entire switching process, in particular for the security of the data during their transfer.

8.1 The Customer undertakes to take all reasonable measures to achieve effective switching. The Customer shall be responsible for the import and implementation of data and digital assets into its own systems or into the systems of the destination provider.

8.2 The Customer or third parties engaged by it, including the destination provider, undertake to respect the intellectual property rights and trade secrets in the materials provided by the Provider in the switching process. The Customer further undertakes to grant third parties or the destination provider access to these materials, and where applicable to grant sublicences for their use, only to the extent necessary for carrying out the switching process until the end of the agreed transitional period, including the alternative transitional period, and in doing so to respect the confidentiality obligations and the intellectual property rights granted by the Provider.

9.1 The Customer may retrieve or erase its data during the agreed data retrieval period. The data retrieval period is 30 calendar days and begins after the expiry of the agreed transitional period. The parties may agree on a longer period where this is warranted, taking into account the interests of both parties.

9.2 After the expiry of the agreed data retrieval period and upon successful completion of the switching process, the Provider undertakes to erase all exportable data and digital assets that were generated by the Customer or that relate directly to the Customer, and to confirm to the Customer that it has done so. This shall not apply to exportable data which the Provider is required to retain under mandatory EU law or the law of the EU Member States, provided that the Provider informs the Customer which exportable data it retains, for how long and for what reasons.

The Provider does not charge any additional remuneration for the switching process.

11.1 As soon as the Customer notifies the Provider that the switching process has been successfully completed, the Provider shall inform the Customer of the termination of the contract without undue delay. If the Customer does not notify the Provider of the successful switching or of the absence thereof, although the Provider has legitimate reason to assume that the switching has been successfully completed by the Customer, the Provider may request confirmation from the Customer that the switching has been successfully completed. If the Customer does not confirm the successful switching within 30 business days after this request, the switching shall be deemed not to have been successful, and the contract shall not be terminated but shall continue on the existing terms.

11.2 If the Customer does not wish to switch but wishes to erase its exportable data and digital assets, the Provider undertakes to inform the Customer of the termination of the contract at the end of the agreed notice period.

12.1 The contract shall be deemed terminated between the parties when one of the following events has fully occurred:

• upon the successful completion of the switching process;
• after the expiry of the notice period, if the Customer does not wish to switch but wishes to erase its exportable data and digital assets upon termination of the service.

12.2 If the contract or the Provider's GTC contains/contain clauses on termination based on statutory provisions or related cases, such as the following:

• a contracting party applies for a deferral of payment or a suspension of payments, or a contracting party has been declared insolvent;
• a contracting party has still not fulfilled in due time a material or other obligation under the contract which (either contractually or by law) leads or could lead to a termination of the contract;
• a party has become aware of a change in ownership or in the power of disposal which contractually or by law leads or could lead to a termination of the agreement;
• the agreement is declared void due to a breach of or a change in the applicable mandatory law, or;
• similar or identical situations or other situations which contractually or by law lead or could lead to a termination of the agreement,

the agreement, together with the agreed services and functions, shall not be terminated or expire before one of the events pursuant to the preceding clause has clearly occurred. This shall not affect any other rights or remedies available to a party against the other party.

The Customer may agree with the Provider on success criteria for the switching as well as milestones for the switching and report on the status of their achievement during the switching process. In any event, the Customer must inform the Provider of the successful switching.

12.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith in order to improve the switching process and achieve a successful completion, to enable a timely transfer of data and to maintain the continuity of the services. In doing so, the Provider shall, at the Customer's request, support the Customer in identifying the reasons for the unsuccessful switching and inform the Customer how the identified obstacles can be removed or circumvented.

• The Customer shall, at its own discretion, involve the destination provider on its behalf.
• Without prejudice to other remedies available under applicable law, the agreement shall not be terminated or lapse before the successful completion of the switching process or before a corresponding decision of a competent court or of a forum chosen and agreed by the parties.
• In the event of conflicts or inconsistencies between these clauses and other agreements between the parties on the termination of the contract, these clauses shall take precedence.

12.4 The switching process shall be deemed successfully completed when:

• the agreed notice period has expired,
• the transitional period has begun after the expiry of the notice period,
• the data retrieval period has begun after the expiry of the transitional period, and
• the erasure of data has been successfully completed after the expiry of the data retrieval period or after the expiry of an alternatively agreed period following the successful completion of the switching process.

12.5 If, at the end of the transitional period, the Customer decides not to erase all of its exportable data and digital assets at the end of the agreed data retrieval period and wishes to ensure that they remain available for a certain additional period with limited functionality, or if the Customer and the Provider have agreed to maintain the contract without the provision of certain services, unless the Customer expressly orders this, this may only take place after:

• the agreed notice period has expired,
• the transitional period has expired, and
• an alternative data retrieval period and other conditions for the service with limited functionality or for the maintenance of the contract have been agreed between the Customer and the Provider (in particular the permission for the Provider to erase the data after the alternative data retrieval period and/or the determination of the remuneration for this additional period).

If the alternative data retrieval period and other conditions for the service during this period are proposed by the Provider, the contract shall not be terminated or expire before the Customer, at its own discretion, has accepted the erasure and has clearly confirmed that the contract has been terminated.

12.6 The right of the contracting parties to end the contractual relationship by ordinary termination in the case of a contract of indefinite duration shall remain unaffected, provided that the reason for termination lies neither in switching providers nor, on the part of the Customer, in an intention to erase data.

12.7 If the contract was expressly concluded for a specific duration and the expiry date is reached before the switching process has been completed, and the Customer has not requested the erasure of its exportable data and digital assets,

• the transitional period shall begin on the expiry date of the contract and the Provider shall provide reasonable assistance with the switching;
• the above provisions on a successful or unsuccessful completion of the switching process shall apply accordingly.