General Terms & Conditions

BE.services GmbH | Version 0.3 | 14 October 2026

Part A — General provisions

1. Scope, contracting party and modular application

1.1 These General Terms and Conditions (Terms) apply to contracts of BE.services GmbH (BE.services) with entrepreneurs acting in their business or professional capacity, legal entities under public law and special funds under public law (Customer). These Terms do not apply to consumers. The contracting supplier is the legal entity named in the order; a product or website brand does not itself become a contracting party.

1.2 Part A and Part E apply to every contract. Part B applies to consulting, engineering, development, integration and other professional services. Part C applies to software products, SDKs, subscriptions, related hosted services and hardware supplied with them. Part D applies to training, including digital courses provided through be-educated.net. Each specific Part applies only to the purchased element; purchasing a standard SDK does not create an engineering, commissioning or acceptance obligation.

1.3 The product-specific provisions cover Matrikon OPC UA SDKs distributed by BE.services, eTSN, COLIGO and BE.educated training. Third-party rights are governed as specified in Section 24. Product schedules identify the applicable legal licensor and service provider; the use of a BE.services brand does not imply that BE.services owns all underlying technology.

1.4 Individually negotiated agreements prevail. Otherwise, the order of precedence is: the mutually agreed order, quotation or statement of work and expressly incorporated product schedules; the applicable specific Part B, C or D; and Parts A and E. A data-processing agreement prevails on processing of personal data, and an expressly incorporated service-level agreement prevails on service levels. Open-source and third-party licenses prevail only within their respective license subject matter as provided in Sections 24 and 25.

1.5 Customer standard terms apply only to the extent expressly accepted by BE.services. Performance, payment processing or silence alone does not constitute that acceptance. A unilateral order confirmation does not override a scope or condition already agreed by both parties. These Terms form part of a contract only when validly incorporated. Subsequent versions do not change existing contracts automatically.

2. Formation, scope and technical baseline

2.1 Unless the quotation states otherwise, a quotation is open for acceptance for thirty days from issuance. A contract is formed by acceptance of a binding quotation, signature, an order confirmation accepting the Customer order, or commencement of the ordered performance where the parties have agreed the essential terms. For online orders, the checkout identifies the applicable Terms, product description, price, access period and acceptance process and provides an order record.

2.2 The agreed scope consists of the products, services, deliverables, features, supported versions, platforms, interfaces, assumptions and responsibilities set out in the contract. Source-code delivery, porting, certification, commissioning, additional training, maintenance and integration work are included only where agreed. Legal obligations and characteristics arising under applicable law remain unaffected.

2.3 Marketing statements, demonstrations and roadmaps do not constitute an independent guarantee. Agreed product descriptions and characteristics are binding. A specific guarantee is assumed only where expressly identified as such. Estimates shall identify material assumptions; material discrepancies are addressed through Section 5 rather than a unilateral enlargement of fees.

3. Prices, taxes and payment

3.1 Prices are net of VAT and comparable sales taxes unless expressly stated otherwise. The order identifies the currency, license metric, subscription fees and any agreed travel, shipping or other expenses. No device royalty, additional seat charge or other fee is payable unless agreed.

3.2 Unless otherwise agreed, invoices are payable within fourteen days of invoice date without deduction. Recurring fees are invoiced for the agreed billing period; time-and-material services may be invoiced monthly. A fixed-price milestone is invoiced when its agreed invoicing condition has been met.

3.3 Where withholding is legally required, Customer shall make the required withholding, supply the official certificate and cooperate in obtaining treaty relief. Any gross-up must be expressly agreed; these Terms do not automatically add BE.services income taxes or a withholding-tax gross-up to the invoice.

3.4 Customer may set off undisputed or finally adjudicated claims. Customer rights to withhold a proportionate amount for legally enforceable counterclaims arising from the same contractual relationship remain unaffected. Customer shall identify the basis and amount of a disputed invoice and pay the undisputed balance when due.

3.5 If an undisputed payment remains overdue, BE.services may, after notice and a reasonable opportunity to pay, suspend affected future performance to the extent proportionate. Statutory default interest and remedies remain available. This does not authorize remote disabling of a deployed industrial device or interfere with mandatory safety or security duties.

4. Cooperation appropriate to the purchased scope

4.1 Customer shall supply the information, decisions, specifications, licenses, access, functional equipment and qualified contacts reasonably necessary for the agreed performance. Engineering-specific equipment and test-environment obligations apply only where engineering or integration services are purchased. For a standard SDK purchase, cooperation is limited to reasonably necessary licensing, supported-environment and support information.

4.2 BE.services shall notify Customer without undue delay of a material cooperation deficiency and its foreseeable impact. A deadline is extended only to the extent causally affected and after reasonable mitigation. Additional work or rescheduling costs must be demonstrable, reasonable and handled through the agreed charging basis or Section 5; statutory compensation rights remain unaffected.

4.3 Before terminating for a remediable material cooperation breach, BE.services shall identify the deficiency and provide a reasonable cure period. Immediate termination is reserved for circumstances in which a cure period is not required by law. Termination consequences and damages follow the contract and applicable law; no automatic entitlement to all alleged losses arises.

5. Changes and chargeable assessments

5.1 Either party may request a change. Before implementing a change, the parties shall agree in text form on the scope and relevant effects on fees, timing, responsibilities, specifications and acceptance criteria. Existing agreed rates apply to comparable work; new work categories require agreement on rates. Silence is not approval.

5.2 Where assessing a change requires material chargeable effort, BE.services shall first provide an estimate describing the assessment, expected timing, rates and fee estimate or ceiling. BE.services may undertake and invoice that assessment only after Customer approval in text form. Correction of a defect within BE.services obligations is not a chargeable scope change.

5.3 An agreed change shall be recorded before implementation, unless the parties expressly authorize an urgent change and agree when its documentation will follow. BE.services may continue unaffected work while a change is being assessed. A request alone does not amend the contract.

6. Confidentiality and protection of Customer materials

6.1 Each party shall protect non-public technical, commercial and other information marked confidential or reasonably recognizable as confidential and use it only for the contractual purpose. Source code, credentials, security information and non-public operational data are included. Disclosure is limited to personnel, advisers and permitted subcontractors with a need to know and confidentiality duties no less protective in substance.

6.2 These obligations do not apply to information demonstrably public without breach, previously lawfully known without restriction, independently developed or lawfully received from another source without restriction. Legally compelled disclosure shall be limited to what is required and, where lawful, preceded by notice to the other party.

6.3 The duty continues for five years after each disclosure; trade secrets remain protected while they qualify as trade secrets. An applicable individually agreed NDA prevails in a conflict.

6.4 On request or termination, confidential materials shall be returned or deleted within a reasonable period, except for records required by law or reasonably necessary to establish contractual rights and inaccessible routine backups pending normal deletion. Retained materials remain protected and shall not be used for other purposes.

6.5 Customer retains its rights in its data, specifications, source code and other materials. BE.services receives only the rights needed for the contract. Generic know-how may be used only without disclosing or appropriating Customer confidential information or Customer-specific protected material.

7. AI-assisted development and automation

7.1 BE.services may use development, analysis, automation and AI tools consistent with the agreed security, confidentiality, IP and data-protection requirements. BE.services remains responsible for the agreed quality, review, validation and performance of its deliverables.

7.2 Customer confidential information, source code and personal data shall not be submitted to a service permitting provider training for general models, unauthorized reuse or access outside the contractual purpose. External tools processing such materials require appropriate confidentiality, access, retention and transfer safeguards and any legally or contractually required approval. An enterprise label alone does not establish compliance.

7.3 BE.services shall apply appropriate human review and technical verification to AI-assisted work and comply with applicable third-party licensing. Customer-specific restrictions on tools, data location or external processing apply where agreed. This Section does not grant an AI provider rights in Customer materials.

8. Subcontractors and data protection

8.1 BE.services may use qualified subcontractors for contractual performance and remains responsible for their performance as for its own within the contract and applicable law. It shall impose appropriate confidentiality and security duties and provide reasonably requested information on material subcontractors accessing Customer confidential materials or systems, subject to legitimate confidentiality restrictions.

8.2 A blanket Customer approval requirement does not apply unless separately agreed. Applicable personal-data subprocessor authorization requirements and specific agreed access restrictions remain unaffected.

8.3 Each party shall comply with the data-protection obligations applicable to its role. Before BE.services processes personal data on Customer instructions where a processor agreement is required, the parties shall conclude the appropriate data-processing agreement, including subprocessors, security measures, assistance, deletion and any required international-transfer safeguards. These Terms are not a substitute for that agreement.

9. Cybersecurity, product compliance and intended use

9.1 Each party remains responsible for its own statutory obligations in its actual role, including manufacturer, distributor, importer or service provider obligations where applicable. BE.services shall comply with agreed specifications and applicable obligations for its supplied product or service. These Terms do not transfer or exclude mandatory product-security, reporting or support-period obligations.

9.2 Customer is responsible for integrating, configuring and validating the complete Customer machine, product or system, its safety functions, network protections, access control, backups and deployment environment, except to the extent a particular task is expressly assigned to BE.services. BE.services shall promptly notify Customer of material limitations, incompatibilities or risks known to it that affect the agreed intended use.

9.3 Product schedules shall identify supported platforms and versions, supplied security functionality, maintenance and security-update arrangements, the applicable support period where required and the process for reporting vulnerabilities. Mandatory vulnerability handling, reporting or security updates remain unaffected by expiry of commercial feature-update or support subscriptions.

9.4 The parties shall cooperate on material vulnerabilities or incidents affecting supplied products, promptly provide necessary information and respect applicable reporting deadlines. Confidentiality shall not prevent lawful regulatory reporting. Neither party guarantees immunity from every attack; this does not excuse defective agreed security functionality or a failure to perform applicable security duties.

10. Liability

10.1 BE.services liability is unlimited for intent and gross negligence; culpable injury to life, body or health; fraudulent concealment of defects; liability under mandatory product-liability law; and liability arising from an expressly assumed guarantee to the extent of that guarantee or otherwise incapable of lawful limitation.

10.2 For ordinary negligence, BE.services is liable for breach of a material contractual obligation essential to proper performance and on which Customer may normally rely. Such liability is limited to foreseeable damage typical of the contract. Liability for ordinary negligence in other cases is excluded. Mandatory law remains unaffected.

10.3 These Terms do not impose a numerical fee-based cap. Any separately agreed financial cap must be assessed against the actual contract risk and applicable law and does not limit Section 10.1. Confidentiality, security and IP claims follow this Section unless a separately negotiated agreement expressly provides another regime.

10.4 Loss of production, profit or data is not automatically excluded merely because it is described as consequential. Recoverability follows Sections 10.1 and 10.2, including causation, foreseeability and statutory mitigation principles. Customer responsibility for appropriate backups does not excuse loss caused by BE.services breach; contributory responsibility is assessed under applicable law.

10.5 These limitations apply to contractual and non-contractual claims and, where legally permissible, benefit BE.services employees, representatives and subcontractors. They do not restrict statutory defect remedies other than damages, except as expressly provided in the applicable Part.

11. Force majeure and supply interruption

11.1 Neither party is responsible for a delay or failure to the extent caused by an event outside its reasonable control which could not reasonably have been prevented or overcome, such as natural disaster, war, government prohibition or a comparable widespread infrastructure interruption. Ordinary staffing shortages, routine procurement problems and an internal business disturbance do not by themselves qualify.

11.2 The affected party shall notify the other without undue delay, explain the affected performance and likely duration and use reasonable efforts to mitigate. Deadlines extend only by the actual impact and reasonable recovery time. Payment for performance already provided remains due.

11.3 If a qualifying event materially prevents performance for more than ninety consecutive days, either party may terminate the affected unperformed portion in text form. Prepaid fees for that unperformed portion shall be refunded. No extension beyond that point requires Customer consent to preserve the termination right. Further damages depend on responsibility under Section 10 and applicable law.

11.4 Supplier default is not automatically force majeure and creates no general sixty-day grace period. BE.services shall promptly inform Customer of material supply delays and use reasonable alternatives. Contractual and statutory remedies apply to a failure to supply for which BE.services is responsible.

12. Duration, termination and consequences

12.1 Duration and ordinary termination are specified in the order and applicable product provisions. Ordinary cancellation of a fixed project is governed by the contract and applicable law. A fixed-term commitment cannot be cancelled for convenience merely by stopping use.

12.2 Either party may terminate for good cause under applicable law. Where the breach can be remedied, termination normally requires notice describing it and a reasonable opportunity to cure. Termination shall identify the affected contract or element; unaffected orders continue unless their continuation cannot reasonably be required.

12.3 Termination preserves accrued payment claims and surviving rights and duties concerning confidentiality, IP, lawfully retained end-user rights, liability and data return. Refunds for a justified termination are calculated for the affected unperformed or unusable performance, taking account of applicable law; unrelated properly performed work is not automatically refunded.

12.4 End-of-term development, runtime, distribution, hosted-access and data-export rights are governed by the applicable product provisions. Expiry does not grant additional IP rights or retrospectively invalidate lawfully distributed end-user copies.

13. References and publicity

BE.services may publish Customer name, logo, trademarks, identifiable project details or a case study only after prior approval in text form for the specific use. Approval may define medium, wording and duration and does not imply consent to another use. Administrative use, lawful regulatory disclosures and confidential references expressly authorized by Customer remain permitted.

14. Delivery, place and applicable deadlines

14.1 The order shall distinguish binding dates from estimated dates. A delivery or completion date in the agreed order is binding unless clearly identified as an estimate or expressly made subject to stated conditions. Extensions require a contractual or statutory basis and shall be communicated promptly.

14.2 Standard software is supplied when the agreed usable download or access, license credentials and agreed documentation are made available. Delivery is distinct from acceptance of a contracted work result. Starting engineering or maintenance does not satisfy an obligation to complete that work.

14.3 Partial deliveries are permitted only where reasonably usable by Customer and consistent with the agreed project plan and dependencies, without unreasonable disadvantage or additional unagreed fees. If the order requires a complete integrated delivery, partial delivery does not satisfy that obligation.

14.4 Services are performed at the agreed location or remotely as appropriate to their scope. Digital products are delivered electronically unless otherwise agreed. No default place-of-performance provision requires a Customer purchasing a digital license to attend BE.services premises.

Part B — Services and consulting

15. Nature of professional services and work results

15.1 This Part covers consulting, software design and development, porting, integration, testing, validation, commissioning, maintenance and comparable professional services. Live training additionally follows Part D.

15.2 The obligation is determined by the substance of the agreed scope. Consulting and effort-based assistance are performed with due professional care. Where the contract requires a defined functioning result, BE.services owes that result under applicable work-contract law. Absence of express acceptance criteria does not alone convert a result obligation into an effort-only service.

15.3 The statement of work shall distinguish deliverables, effort-based tasks, Customer responsibilities, test environments and acceptance requirements. Time-and-material billing does not itself decide the legal nature of the obligation.

16. Staffing, scheduling and hardware advice

16.1 BE.services selects and manages its personnel unless the contract identifies specific personnel. Customer may coordinate requirements and access but does not exercise employer instructions over BE.services personnel. No personnel-leasing arrangement is created by these Terms.

16.2 BE.services shall use reasonable mitigation, including suitably qualified replacements where practicable, if personnel become unavailable. Illness does not automatically extend a completion date. Binding dates, causally justified extensions and delay remedies follow Sections 4, 10, 11 and 14.

16.3 Hardware recommendations shall be professionally appropriate for the agreed purpose and the information provided. A compatibility assessment alone does not constitute certification of the complete Customer system. Broader regulatory, safety, cybersecurity or operational assessment is included where expressly contracted; known material limitations shall be communicated under Section 9.

17. Fees and project administration

17.1 Time-and-material work is invoiced at agreed rates for actual documented effort. BE.services shall provide an appropriate activity record with invoices. An estimate is not a fixed-price commitment unless so agreed; BE.services shall give timely notice of a foreseeable material budget overrun.

17.2 Fixed prices cover the agreed scope and assumptions. Scope changes follow Section 5. The order shall specify milestones, agreed expenses and payment conditions. Correction of attributable defects within contractual obligations is not additional billable development.

18. Completion and acceptance

18.1 Acceptance applies where required for the contracted work result; it does not apply to mere provision of a standard SDK, effort-based consulting or a training-access account. BE.services shall provide the completed result and agreed documentation and request acceptance, allowing a reasonable period appropriate to the testing effort.

18.2 Customer shall test against the agreed requirements and report defects with sufficient detail. Immaterial defects do not justify refusal of acceptance. Material defects preventing acceptance shall be identified; the parties shall record defects, corrective measures and retesting.

18.3 Deemed acceptance applies only where the statutory requirements are met, including a reasonable acceptance deadline following completion. There is no automatic six- or eight-week waiver for every delivery. Productive use may provide evidence of acceptance where legally relevant, but does not itself eliminate statutory rights concerning latent defects.

18.4 Acceptance and delivery milestones shall be distinguished in the order. If final acceptance is expressly the condition for a completion milestone, the milestone requires that acceptance or a legally effective equivalent. Warranty rights for unknown latent defects and mandatory rules remain unaffected.

19. Defects and professional-service remedies

19.1 A work result is defective where it does not meet the agreed requirements or applicable legally required characteristics. BE.services shall perform effort-based services with the agreed professional standard; contractual and statutory remedies apply to a failure of that standard.

19.2 Customer shall promptly report discovered defects and provide reasonable diagnostic information and access. BE.services shall first have a reasonable opportunity to remedy a valid defect at its cost. If cure fails, is refused or cannot reasonably be awaited, Customer has the applicable rights to reduction, withdrawal or termination and damages subject to Section 10.

19.3 For work-result defect claims, the proposed limitation period is twelve months from the applicable statutory commencement, normally acceptance where work-contract law so provides. This shortening does not apply to claims under Section 10.1, to title/IP defects subject to a mandatory longer period, or to other mandatory longer limitation periods. Other service and damages claims follow statutory limitation periods. Continuous performance obligations are not reduced to a one-time twelve-month warranty.

19.4 Acceptance does not waive unknown latent defects. Known defects, reservations and any inspection duties are governed by applicable law. Improper Customer use or modification excludes remedies only to the extent it caused the defect; it does not excuse an attributable BE.services defect.

20. Project IP and usage rights

20.1 Background IP means a party’s pre-existing or independently developed technology and generally reusable libraries, tools, frameworks, methods and know-how. Each party retains its Background IP. BE.services retains its reusable components and improvements to them, including those created during performance, without acquiring rights to Customer confidential code or Customer-specific protected material.

20.2 Upon payment of the fees due for the relevant deliverable, Customer receives the rights expressly agreed for Customer-specific results. In the absence of a different grant, Customer receives a non-exclusive, worldwide, perpetual right to use, reproduce, modify and have contractors modify the Customer-specific result for its contemplated business purpose, including incorporation into and distribution as part of the agreed Customer products. Source code is delivered only if agreed.

20.3 BE.services Background IP embedded in a deliverable is licensed non-exclusively for the agreed use and distribution of that deliverable, including necessary maintenance by authorized contractors bound to confidentiality. No standalone redistribution or exploitation of reusable components is granted.

20.4 Separately licensed SDKs, COLIGO components and third-party software remain governed by their product licenses, even if used in a service project. A perpetual right in Customer-specific code does not create a perpetual SDK distribution right. Exclusive rights, an expanded field of use or a source-code escrow require a separate express agreement.

20.5 Customer grants BE.services the necessary project-use rights in Customer materials and shall identify third-party restrictions. BE.services shall secure the contributor rights necessary to grant the agreed deliverable rights. Payment transfers agreed usage rights, not all software ownership or third-party copyright.

Part C — Software products, subscriptions and related hardware

21. Product orders and delivery

21.1 The order or product schedule shall identify product, legal licensor, supplied version, documentation, supported platforms, license metric, authorized Customer entity/site/division, users or developer seats, devices where relevant, development and runtime rights, fees, term, maintenance and any hosted service. Affiliates are not automatically licensed.

21.2 BE.services supplies the agreed product and access materials under Section 14. Integration, porting, application development, standard certification or interoperability with unspecified systems requires a separate scope. No future roadmap feature or standard revision is promised unless expressly contracted.

21.3 Product documentation and contractual specifications define the supported environment. Product changes shall not materially reduce agreed essential functionality during the paid term without Customer agreement, except where a change is legally required; applicable remedies remain unaffected.

22. License grant for BE.services-owned software

22.1 Subject to the contract and payment, BE.services grants a non-exclusive right to use its software within the agreed license scope and term. Named-seat, concurrent-user, per-device or site metrics apply only as specified. Necessary backups and mandatory statutory rights remain unaffected.

22.2 Source-code access grants no ownership and is limited to authorized developers and contractors working for the licensed Customer within the agreed scope and bound to appropriate confidentiality. Customer remains responsible for their compliant use. Transfers to another legal entity, general sublicensing or standalone redistribution require express permission unless mandated by law.

22.3 Runtime distribution and downstream end-user rights are granted only under an applicable runtime schedule, including Section 29 for eTSN where incorporated. These expressly granted downstream rights prevail over the general restriction on sublicensing. BE.services and its licensors retain all rights not granted.

23. Technology protection and legitimate analysis

23.1 Customer shall not disclose non-public source code, redistribute the SDK as a standalone product, remove rights notices or bypass agreed license controls. Reverse engineering and decompilation are restricted only to the extent legally permissible. Statutory rights to backup, observe/test and establish interoperability remain unaffected.

23.2 Customer may perform security audits, static analysis, compliance verification, quality assurance and interoperability testing within lawful licensed use. The use of automated or AI tools for such permitted activities is not prohibited solely because the tools are automated, provided confidential code and documentation are not disclosed to unauthorized providers or used for general model training.

23.3 Customer shall not use protected non-public code or documentation to train a general-purpose model, extract or reproduce protected implementation for an unauthorized competing implementation, or disclose it to another supplier for that purpose. This does not prohibit independent development, use of unprotected ideas or activities that cannot lawfully be restricted. Applicable Matrikon terms must be checked separately under Section 24.

24. Matrikon SDKs and other third-party software

24.1 Matrikon SDK technical license rights are granted by the legal licensor identified in the applicable Matrikon agreement. BE.services acts as distributor/reseller and, where agreed, billing and first-line support provider. This does not make BE.services the owner of the SDK or authorize it to amend the licensor’s rights.

24.2 Before contracting, Customer shall receive or have accessible the specific licensor agreement/EULA and version applicable to the order. The parties shall identify its relationship with these Terms and any three-party agreement. A reference to an unidentified future license does not authorize unilateral replacement of the agreed license.

24.3 The incorporated third-party license governs technical use, source access, seats, runtime distribution, subscription continuity and licensor commitments for that software. BE.services own obligations and any statutory claims against it are not excluded merely because the software is supplied by a third party. These Terms do not grant a perpetual distribution right which the applicable licensor agreement does not grant.

24.4 Where agreed, Customer purchases and pays through BE.services, BE.services provides first-line support, and the licensor provides escalated support as specified in the incorporated support arrangement. A defect must be handled according to the agreed responsibilities; escalation does not eliminate BE.services own duties.

24.5 Developer-seat subscriptions, absence of device royalties, company/site restrictions, renewal pricing and post-termination rights shall be recorded in the Matrikon schedule and consistent with the licensor-approved agreement. No obligation is imposed on Matrikon by these bilateral Terms. Continuity if BE.services ceases distribution requires the relevant parties’ express agreement.

25. Open-source and other included components

25.1 Applicable open-source licenses govern their respective components. BE.services shall provide the legally required license notices, attribution and source availability or offers where applicable. No provision of these Terms restricts rights granted directly by an open-source license.

25.2 BE.services shall identify material third-party and open-source conditions relevant to the agreed integration or redistribution. It shall not knowingly include a component requiring disclosure of Customer proprietary code contrary to the agreed scope without prior agreement. Customer is responsible for licenses introduced solely by its own modifications or combinations, subject to BE.services agreed advice.

26. Subscription, support, maintenance and renewal pricing

26.1 The product schedule determines term, renewal, notice period, billing, support channels, supported releases, update rights and exclusions. If no automatic renewal is expressly agreed, a fixed subscription ends at its stated end date. Subscription scope, defect remedies and mandatory security duties are separate obligations.

26.2 Paid support includes only the agreed assistance. Customer shall provide reasonable reproduction information. Response times, resolution commitments, uptime, standby availability, on-site work and long-term release support apply only where expressly agreed. Business-hour support means Monday to Friday, 08:30–17:30 Europe/Berlin local time, excluding Bavarian public holidays, unless the schedule differs.

26.3 Subscription fees and support charges remain fixed for the committed term unless an individually agreed mechanism provides otherwise. Renewal-price changes require an expressly agreed transparent mechanism. In its absence, a new price requires agreement; an automatic renewal continues at the existing price.

26.4 A proposed renewal-price increase shall be communicated at least ninety days before renewal and leave Customer at least thirty days to decline renewal before the applicable notice deadline. If notice is too late, the old price applies to that renewal unless Customer expressly agrees otherwise. Customer shall be informed of any consequences of non-renewal for distribution or hosted operation.

26.5 Termination stops future support and feature-update entitlements except for surviving defect-remedy, security or other mandatory duties. Development, runtime and distribution rights follow the actual license grant; they are not interchangeable with maintenance entitlements.

27. Software defects and inspection

27.1 BE.services-owned software shall conform to the agreed specification and legally required characteristics. During continuous subscription supply it shall remain conforming for the contracted supply period. No guarantee of operation without any interruption or error in every unspecified combination is given.

27.2 Customer shall report defects without undue delay after discovery and provide reasonably available diagnostic information. Applicable statutory commercial inspection and notification duties remain unaffected. No contractual rule automatically treats all latent defects as accepted at expiry of an arbitrary review period.

27.3 BE.services may cure through a correction, update, replacement or reasonable workaround that restores contractual conformity without materially impairing agreed use. It bears the cost of curing an attributable defect. Following failed or unreasonably delayed cure, statutory reduction, withdrawal or termination rights remain available, with damages under Section 10.

27.4 Remedies are excluded for issues caused by Customer unauthorized modification, use outside the supported scope, incompatible systems not covered by the contract or refusal of a supplied necessary correction, only to the extent that circumstance caused the issue. The mere existence of third-party software, a cyberattack or inadequate backup is not a blanket exclusion of BE.services responsibility.

27.5 For one-time B2B software supply, the proposed defect-claim limitation period is twelve months from statutory commencement. Section 19.3 exceptions apply. For continuous supply, the continuing duty of conformity and applicable statutory limitation rules apply. Third-party software follows the incorporated agreement, with mandatory and expressly assumed BE.services obligations preserved under Section 24.

28. Third-party IP claims

28.1 For BE.services-owned software and Customer-specific results supplied by BE.services, BE.services shall grant the agreed rights free of conflicting rights within the agreed territory and scope. On a credible third-party infringement claim, Customer shall promptly notify BE.services and provide reasonable cooperation; delay reduces protection only to the extent it materially prejudices the response.

28.2 BE.services may manage the defense of the affected claim at its expense, with appropriate counsel and Customer information. Customer shall not admit or settle it without consultation. No settlement may impose an admission, non-monetary duty or uncompensated restriction on Customer without its consent. Customer may protect its interests where necessary.

28.3 BE.services shall, at its expense, obtain continued lawful use, replace or modify the affected item while preserving material agreed functionality, or, where those options are not reasonably possible, terminate the affected rights and refund the fees attributable to unusable performance under applicable law. Customer statutory remedies remain unaffected.

28.4 Exclusions apply only to the extent a claim was caused by Customer-provided specifications, modifications, combinations outside the agreed or reasonably contemplated use, or use outside the license. A blanket exclusion for every hardware or software combination does not apply to an SDK intended for integration.

28.5 Monetary compensation, awarded damages and settlements follow Section 10 unless a separate indemnity is negotiated. These Terms contain no unlimited worldwide indemnity. For Matrikon technology, licensor IP undertakings must be obtained under its agreement; BE.services remains responsible for its own modifications, statements and obligations.

29. eTSN development and runtime distribution

29.1 This Section applies where the order identifies eTSN as an annual development-and-distribution subscription. The schedule shall identify authorized developer seats, Customer entity and any site/division restriction, platforms, supplied source or object components, permitted Customer products and runtime scope.

29.2 During an active paid subscription, authorized developers may integrate and modify supplied eTSN components within the agreed scope, and Customer may manufacture, market, sell and distribute agreed Customer products incorporating the permitted runtime in object form. No per-device royalty applies unless expressly agreed. Downstream terms shall protect the runtime against standalone extraction or redistribution and grant end users necessary rights to operate their purchased product.

29.3 An active subscription is required for further SDK development and commercial manufacture, marketing, sale or distribution of new copies of Customer products containing the eTSN runtime. Upon expiry, these rights end, including further sale of inventory unless a sell-off period is expressly agreed. Customer-created software independent of protected eTSN components remains Customer software; mere historic use of a development tool does not give BE.services ownership of it.

29.4 End users may continue operating products lawfully distributed during the licensed term. Customer may support those deployed products by using existing documentation and reinstalling the same lawfully distributed runtime for repair, within the original license scope. This does not authorize new product manufacture, new distribution, SDK development or materially enhanced runtime releases. Additional legacy-maintenance rights may be agreed separately. Mandatory security-remediation and statutory rights remain unaffected.

29.5 Unless the eTSN schedule provides otherwise, the proposed initial term is twelve months and renews for twelve months unless either party gives at least ninety days’ notice before expiry. Annual fees are payable in advance. The schedule shall expressly incorporate these renewal and distribution conditions before the order is accepted. A perpetual or buy-out alternative requires a separate agreement; it is not implied by payment for one year.

30. COLIGO edge analytics and hosted services

30.1 The order identifies licensed device count, subscription tier and included features, supported hardware, local software, online management, hosting location and any connectivity or remote-update functions. A device subscription does not include every optional analytics feature or cloud service.

30.2 Customer shall validate models and analytical outputs for its intended process using appropriate data, thresholds and human oversight. Forecasts, anomalies and detections may be inaccurate. Agreed analytics functions and quality obligations remain binding. COLIGO is not supplied as a certified safety control or substitute for legally required inspection unless expressly contracted.

30.3 Customer retains its rights in input data, labels, configurations and Customer-specific training artifacts created from its data. To the extent rights in Customer-specific trained model weights arise for BE.services, BE.services grants Customer a perpetual right to use them for its own business purposes. BE.services retains its platform, underlying general models, algorithms and tooling. Third-party/base-model restrictions shall be disclosed; no right to operate the proprietary COLIGO platform after its license ends is implied.

30.4 BE.services may process Customer operational data only to deliver, secure and support the agreed service. Reuse to train general or cross-customer models, publication or sharing requires separate express permission. Personal data are handled under Section 8. Operational data will not be sold under these Terms.

30.5 Hosted services shall be provided during the contracted term with appropriate operational care. Planned maintenance shall be notified where practicable and scheduled to minimize impact. An SLA is required for specific availability percentages, recovery times or service credits. Absence of an SLA does not excuse failure to provide the essential contracted service.

30.6 Remote access and software/model deployment require authorized access, appropriate authentication and an agreed deployment process. Customer shall ensure backups and validate changes before productive use where appropriate; BE.services remains responsible for its agreed rollout safeguards. No industrial shutdown or unsafe update is authorized solely by these Terms.

30.7 Before expiry Customer shall have an opportunity to export operational data and available Customer-specific artifacts in the supported formats. Unless a longer period is agreed, BE.services shall retain hosted Customer data for thirty days after expiry solely for export and necessary protection, then delete it under the agreed retention policy and data-processing agreement. Export assistance beyond standard functionality is chargeable only if approved under Section 5. The order shall disclose formats and technical limits; mandatory portability and access rights prevail.

30.8 Hosted access and subscription-only device functions end at expiry, as disclosed in the order. Ownership of purchased hardware survives, but does not imply a perpetual software license. No expiry mechanism shall remotely disable an industrial safety function or erase Customer data without the agreed process. Any permanently licensed local function survives according to its grant.

31. Related hardware

31.1 For hardware supplied with COLIGO or another product, the order identifies model, quantity, specifications, accessories, price, shipping terms and any installation. No generic EXW condition applies to digital licenses. Shipping and transfer of risk follow the expressly agreed terms or statutory rules.

31.2 Title to hardware remains with BE.services until payment of its purchase price. This reservation does not convert software licenses into a sale of copyright. Customer shall protect reserved-title goods against unauthorized disposal to the extent legally permissible.

31.3 Valid hardware defects shall be cured by repair or replacement, with further remedies under applicable law after failed cure. The proposed B2B defect limitation is twelve months from statutory commencement, subject to the Section 19.3 exceptions and any mandatory recourse rights. Wear or improper operation excludes remedies only to the extent it caused the defect. Mandatory product-safety and security obligations remain unaffected.

32. Evaluation and trial licenses

32.1 Trials are limited to the evaluation purpose, period, authorized users and environment stated in the trial order. Production deployment, commercial manufacture and distribution are prohibited unless expressly granted. Evaluation data and Customer code remain protected under Part A.

32.2 A free trial is not a production license and creates no commitment to future features or support beyond the trial agreement and applicable law. Paid trials retain their agreed conformity obligations. No trial disclaimer excludes Section 10.1 or mandatory duties.

32.3 At expiry, use shall cease and copies shall be returned or deleted unless a production license is agreed; legally required retained records remain protected and unused. Evaluation does not create perpetual runtime or distribution rights.

Part D — BE.educated and other training

33. Training scope and B2B purchase

33.1 This Part covers self-paced courses, videos, exercises, learning materials, assessments, webinars and live training supplied by BE.services, including through be-educated.net. The order identifies course, format, language, authorized learners, access duration, included support and any exam or certificate.

33.2 These Terms govern business purchases, including employers purchasing learner access for staff. Private consumer purchases require separate consumer terms and the applicable precontractual and withdrawal information. A learner account alone does not establish that the purchaser acts as a business.

34. Accounts, access and learning-content rights

34.1 Paid access is granted to the agreed named learners or under the agreed enterprise metric for the agreed term. Credentials shall not be shared. A learner may be replaced only as permitted by the order; an unused seat may be reassigned before activation unless the order reasonably provides otherwise.

34.2 BE.services grants a non-exclusive right to use content for authorized learners’ internal professional study. Expressly downloadable materials may be retained for that purpose after access expiry. No right to resell, publish, record a live session, distribute materials through another LMS or create a competing course is granted unless agreed.

34.3 Confidential or restricted course content shall not be uploaded to an unauthorized external AI service or used for general model training or substantially reproducing a competing course. Lawful personal study and permitted analysis remain allowed without unauthorized disclosure or redistribution. Mandatory statutory rights remain unaffected.

35. Availability, updates and suspension

35.1 BE.services shall provide access during the agreed period and use appropriate care in operating its training platform. Maintenance and material access interruptions shall be communicated where practicable. A specific uptime commitment requires an SLA; essential paid access remains owed.

35.2 Course content and delivery may be updated without materially reducing the purchased learning objectives during the paid term. A substantial discontinuation requires equivalent performance accepted by Customer or appropriate remedies for the unprovided portion.

35.3 Access may be restricted proportionately to address a material security risk, misuse or overdue undisputed fees, with notice and an opportunity to cure where practicable. Access shall be restored when the cause is removed. Suspension does not eliminate valid defect or refund rights.

36. Training outcomes and certificates

36.1 Training is educational and does not guarantee a specific examination result, professional qualification, engineering outcome or certification of a Customer system. Any agreed learning objectives and content-quality obligations remain binding.

36.2 Certificates confirm only the attendance or achievement described. Required exams, passing thresholds and retake conditions shall be provided before booking. Product-specific engineering or regulatory advice is included only if separately agreed.

37. Digital-course cancellation and defects

37.1 For B2B orders, fees are not refundable for Customer convenience after digital access is activated or paid materials are supplied, unless the order provides otherwise. This does not exclude refund, reduction, termination or damages rights for non-delivery, valid defects, BE.services cancellation or mandatory law.

37.2 Customer shall notify material access or content defects and allow a reasonable opportunity to cure. If cure fails or cannot reasonably be awaited, applicable statutory remedies remain available. Unused learning access does not itself establish a defect.

37.3 A commercial refund policy is distinct from consumer withdrawal rights and does not waive them. BE.services shall operate any consumer offering under a separate compliant consumer contracting process.

38. Live and instructor-led training

38.1 The order determines dates, location, participant count, prerequisites, equipment and cancellation terms. A Customer may substitute a suitable attendee without an additional seat fee unless a justified course-specific restriction was disclosed.

38.2 In the absence of agreed cancellation charges, cancellation consequences follow applicable law. There is no automatic full cancellation penalty in these Terms. Any agreed fee shall take account of saved expenses and replacement bookings and permit Customer to demonstrate lower loss where required.

38.3 BE.services may replace an unavailable instructor with a suitably qualified instructor without material reduction in course quality. If BE.services cancels and Customer does not accept an alternative date, fees for the cancelled session shall be refunded. Additional claims follow Section 10.

39. Training data and support

39.1 Learner registration, progress and assessment data are processed for training administration and agreed reporting in accordance with applicable data-protection law. Customer shall inform learners of employer reporting and establish a lawful basis where required. A data-processing agreement is concluded where the actual roles require it.

39.2 Technical access support is available through the contact identified in the course confirmation. Individual tutoring, project debugging and engineering consulting are included only if expressly purchased. Course-content and access complaints remain handled under Sections 35 and 37.

Part E — Final provisions

40. Governing law and jurisdiction

40.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Non-contractual claims are subject to this choice to the extent legally permissible. Mandatory applicable laws remain unaffected.

40.2 Where a jurisdiction agreement is legally permissible, the courts competent for Kempten (Allgäu), Germany, have exclusive jurisdiction. BE.services may also sue at Customer’s general jurisdiction where permitted. No arbitration obligation applies unless separately agreed.

41. Notices, form and language

41.1 Notices and contractual changes shall be documented in text form, including email, unless law or the individual agreement requires stricter form. Individually negotiated agreements retain their legal priority; these Terms do not invalidate them solely because they were made orally.

41.2 The order identifies the prevailing language. For contracts incorporating this English proposal without another language designation, English is the prevailing contract text. Informational translations do not change the agreed version. Business days mean Monday to Friday excluding public holidays applicable at BE.services location; support hours follow Section 26.

42. Severability

If a provision is invalid, the remaining contract is unaffected to the extent provided by law. The applicable statutory provision governs the resulting gap. An invalid standard term is not automatically replaced by a maximally supplier-favorable approximation.

43. Version and incorporation

These Terms apply only in the version validly incorporated at contract formation. Future orders may incorporate a later version by agreement, subject to any framework contract. Existing orders and negotiated customer deviations are not amended unilaterally. A version date and the applicable product/license schedule shall be recorded with each order.