General Terms and Conditions of partimus GmbH

Preamble

The core.two corporate group offers smart IT solutions for agile work, lean and flexible processes, and transparent workflows.

Through primeLine Solutions GmbH, it offers solutions for servers, workstations, standalone computers and storage and backup solutions.

partimus GmbH offers convenient business cloud solutions for companies. Data is securely encrypted and stored in compliance with the GDPR in the company’s own data center. partimus offers all the features expected from a cloud and file-sharing service. partimus’ features are specifically tailored to the needs of businesses and presented through a clear, intuitive user interface that allows users to focus on what matters most. Based in Bad Oeynhausen, partimus draws on its many years of experience and expertise to develop IT solutions for businesses in the region. The company plans the infrastructure and supports customers, including through custom-tailored product offerings.

These General Terms and Conditions form the basis for our business relationship with our customers at partimus GmbH.

§ 1 General

(1) These Terms and Conditions apply exclusively to business entities, legal entities under public law, or special funds under public law as defined in Section 310(1) of the German Civil Code (BGB).

(2) Our deliveries, services and offers are made exclusively on the basis of these terms and conditions, including the

General terms and conditions for standard software with work performance
General Terms and Conditions for Cloud and Managed Services.

These terms and conditions therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions are deemed accepted no later than upon receipt of the goods or services. The client’s or a third party’s terms and conditions do not apply, even if we do not specifically object to their validity in individual cases. Even if we refer to a letter that contains or refers to the client’s or a third party’s terms and conditions, this does not constitute agreement to the validity of those terms and conditions.

(3) These terms and conditions also apply to all contractual relationships and are intended exclusively for customers who are at least 18 years of age and are considered business owners within the meaning of Section 14(1) of the German Civil Code (BGB).

§ 2 Conclusion of contract

(1) The contract shall not be deemed legally binding until we have declared our acceptance to the customer in writing (order confirmation) or have shipped the goods. Only the order confirmation, including these Terms and Conditions, shall determine the scope of our performance obligations. Our employees are not authorized to enter into verbal side agreements or make verbal representations that go beyond the content of the written contract.

(2) Information in brochures, illustrations, product descriptions, etc., are to be considered approximate only. We reserve all rights of ownership and copyright in cost estimates and other documents without restriction.

§ 3 Prices and terms of payment

(1) Prices are quoted in euros and apply within Germany, plus the applicable value-added tax; they do not include any costs for packaging, freight, postage, fees, or other public charges. They are calculated based on the labor, material, and other costs in effect on the date we submit our offer. In the event of an increase in the prices of materials and raw materials, energy costs, wages and salaries, or manufacturing or transportation costs, we are entitled to charge the prices resulting from cost increases that have actually occurred as of the date of delivery.

(2) We reserve the right to determine the terms of payment and the available payment methods. These will be displayed to the customer before the order is placed. For purchases on account, invoices are payable net from the invoice date. Payments must be made in cash, free of charges, at the place of payment. A payment is not considered to have been made until we have access to the amount. We are entitled, notwithstanding any provisions to the contrary by the customer, to first apply payments toward the customer’s older debts and will inform the customer of the manner in which the payment is applied. If costs and interest have already accrued, we are entitled to apply payments first to the costs, then to the interest, and finally to the principal amount.

(3) In the event of late payment, we are entitled—without prejudice to any further claims for damages—to charge interest on arrears at a rate of nine percentage points above the applicable base rate pursuant to Section 247 of the German Civil Code (BGB). If the client is in default on a significant portion of the payment, all of our claims against the client shall become due immediately. This also applies to invoices for which payment was originally deferred. In the case of partial deliveries, we are entitled to refuse to deliver any remaining goods or services under the order without being liable for damages.

(4) If the client’s financial situation deteriorates considerably after conclusion of the contract or if the poor financial situation only becomes apparent after conclusion of the contract, we shall be entitled to refuse services not yet performed or to demand appropriate advance payments or securities if the consideration is at risk.

(5) If advance payments and security deposits are not made within a reasonable period of time, we may withdraw from or terminate the contract, without prejudice to any further claims for damages. The consequences shall be determined in accordance with § 6 ( 2.

(6) Offsetting against counterclaims of the client or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

§ 4 Delivery and transfer of risk

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon notification of readiness for shipment (in the case of haptic products), but at the latest when the goods leave the shipping point.

(2) Unless otherwise agreed, the method of shipment, packaging, route of transport, etc., are at our discretion. If shipment, delivery, or acceptance is delayed for reasons attributable to the customer, or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer upon notification that the goods are ready for shipment, but no later than when the goods leave the shipping point.

§ 5 Delivery periods

(1) Delivery deadlines are generally non-binding and begin upon conclusion of the contract. They are binding only if agreed upon in writing. They are deemed to have been met if the client has been notified that the goods are ready for shipment by the time they expire. If shipment has been agreed upon, delivery periods refer to the time the goods are handed over to the person designated to carry out the shipment.

(2) Compliance with delivery deadlines is contingent upon the timely receipt of all documents and information to be provided by the Client, as well as the Client’s compliance with the agreed-upon payment terms and other obligations. If the Client delays or fails to perform the necessary or agreed-upon acts of cooperation on its part, the delivery deadline shall be extended accordingly.

(3) Delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us—not merely on a temporary basis—including, in particular, strikes, lockouts, government orders, operational disruptions, energy supply difficulties, pandemics, including those resulting from significant price increases, delays in transportation, and all cases of force majeure—even if they occur at our suppliers or their subcontractors—are beyond our control, even in the case of binding deadlines and dates. The foregoing also applies if the circumstances described above occur during an already existing supply relationship. Such circumstances entitle us to postpone the delivery or service by the duration of the hindrance plus a reasonable restart period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion. Other rights of withdrawal remain unaffected.

§ 6 Retention of title

(1) The goods remain our property until the claim to which we are entitled has been settled. If the customer is a merchant as defined by the German Commercial Code (HGB), we reserve title to all delivered items until all claims—including future and conditional claims—arising from the business relationship have been settled.

(2) The customer is not authorized to pledge goods subject to retention of title or to assign them as security. Any third-party actions of this nature, in particular seizures, must be reported to us immediately. In the event of third-party access to the goods, particularly seizures, the customer shall indicate our ownership and notify us immediately so that we may enforce our ownership rights. To the extent that the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for such costs.

(3) In the event of conduct by the customer that violates the terms of the contract—in particular, late payment—we are entitled to rescind the contract and demand the return of the goods subject to retention of title. The customer is obligated to pay for the goods in full and to keep us informed of their location at all times.

§ 7 Liability for material defects

(1) The goods are delivered free of defects in design, workmanship, and materials. The period for asserting any claims for defects in newly manufactured goods is 1 year from the transfer of risk. The reduction of the limitation period pursuant to the first sentence does not apply to liability for damages resulting from willful misconduct or gross negligence, nor does it apply in cases of injury to life, limb, or health, in cases of fraudulent misrepresentation, or in cases where we have assumed a guarantee. In these cases, the statutory limitation period applies.

(2) If our instructions regarding the requirements for the client’s IT environment are not followed, or if changes are made to the product, claims for defects in the goods shall be barred unless the client refutes a substantiated assertion that one of these circumstances caused the defect. The same applies if defects are attributable, for example, to an unsuitable system environment on the client’s part. Finally, claims for defects shall not be considered in the event of an insignificant deviation from the agreed-upon quality, an insignificant impairment of usability, or (in the case of tactile products) natural wear and tear.

(3) Claims by the Customer for material defects are contingent upon the Customer having duly fulfilled its obligations to inspect the goods and give notice of defects pursuant to § 377 HGB; otherwise, such claims shall be disregarded. The customer must report any defects in writing without delay, no later than one week after receipt of the goods. Defects that cannot be detected within this period even upon careful inspection must be reported to us in writing immediately upon discovery. If the customer notifies us that the goods are defective, we are entitled, at our discretion and at our expense, to either repair the goods or provide a replacement.

(4) Without prejudice to any claims for damages, the client may withdraw from the contract or reduce the remuneration if the subsequent performance fails within a reasonable period of time.

(5) Only the direct customer shall be entitled to claims against us due to defects and such claims shall not be assignable.

(6) In the event of a notice of defects, the customer may withhold payments to an extent that is reasonably proportionate to the material defects that have occurred. If a notice of defects was made in error, we are entitled to demand reimbursement from the customer for the expenses we incurred.

§ 8 Liability

(1) Claims for damages and reimbursement of expenses by the client, regardless of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, are limited in accordance with this provision.

(2) We shall not be liable in the event of simple negligence on the part of our officers, legal representatives, employees, or other agents, provided that such negligence does not constitute a breach of an essential contractual obligation. Essential to the contract are the deliveries of the subject matter of the contract, free from legal defects as well as material defects that impair its functionality or fitness for use to more than a negligible extent, as well as duties of advice, protection, and care intended to enable the Client to use the delivered item or service in accordance with the contract, or to protect the service, or to protect the life or physical well-being of the Client’s personnel, or to protect the Client’s property from significant damage.

(3) To the extent that we are liable for damages on the merits pursuant to § 8(2), such liability is limited to foreseeable damages typical for this type of contract. Claims for lost profits, saved expenses, third-party claims for damages, or other indirect or consequential damages may not be asserted. However, this does not apply if a quality characteristic guaranteed by us is specifically intended to protect the client against such damages.

(4) Insofar as our liability is excluded or limited, this shall also apply to our employees, workers, representatives or other vicarious agents.

§ 9 Final provisions

(1) All ancillary agreements, amendments and supplements to the contract are only valid in writing.

(2) If the Client is a merchant, a legal entity under public law, or a special fund under public law, the place of performance and the venue for all disputes arising from the contractual relationship shall be Bad Oeynhausen. However, we are also entitled to bring an action against the Client at the Client’s general venue.

(3) All contracts shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(4) Insofar as the written form is stipulated in these Terms and Conditions for notifications or declarations by the parties, this shall also be deemed to have been complied with by transmission by e-mail.

(5) Should any provision of these Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. Together with the client, we will, to the extent reasonable and in good faith, replace any invalid provisions with provisions that best serve the economic purpose of the contract, without thereby materially altering the content of the contract. The same applies if there is no express provision governing a matter that requires regulation.

General Terms and Conditions for the Sale of Standard Software of partimus GmbH

§ 1 Subject matter of the contract

(1) The Client purchases from us the standard software specified in detail in the offer. The specifications for the standard software in effect at the time of delivery and made available to the Client shall govern the characteristics of the standard software we deliver. We are not obligated to provide any characteristics of the standard software beyond those specified therein.

(2) We provide the services and work specified in the respective contractual relationship. This may include the installation of the standard software, the commissioning of the standard software, and the creation of the corresponding user accounts.

§ 2 Obligations of the client

(1) The Client shall provide, in a timely manner, all data, information, and documents necessary for the performance of the contract and, if necessary, shall prepare the premises and equipment required for the agreed-upon installation. These are primary performance obligations that are reciprocal to our performance obligations.

(2) The Client bears the risk regarding the essential functional characteristics of the standard software. We are not responsible if the standard software does not meet the Client’s needs and expectations.

(3) The client is not authorized to make changes to the standard software (new installation, update, copies).

§ 3 Installation

(1) The installation of the standard software shall be performed against payment in accordance with the respective order.

(2) After installing the standard software, a corresponding function test must be carried out.

§ 4 License rights

(1) The client shall receive the agreed number of usage rights to the standard software.

(2) We grant the client only a simple, non-exclusive, perpetual right of use, but only for the specific country of destination in which the standard software is to be used. No further rights of use are granted.

(3) The temporary or partial transfer of the standard software to third parties free of charge or against payment is prohibited.

§ 5 Final provisions

In all other respects, the General Terms and Conditions of our company shall apply without restriction.

General Terms and Conditions for Cloud and Managed Services of partimus GmbH

§ 1 Subject matter of the contract

(1) These General Terms and Conditions govern services that we offer in the area of our product range such as hardware(IaaS) or software(SaaS) or as part of a combination of products(hosting) or the provision of space in a data center(colocation).

§ 2 Obligations of the client to cooperate

(1) The Client is obligated to support us by fulfilling the relevant performance obligations. In particular, the Client shall fulfill the necessary obligations to provide resources and cooperate. To this end, the Client must meet the following requirements in particular:

During the collaboration, the client shall designate in text form a responsible person and a representative who has the necessary decision-making powers and authorizations within the scope of the collaboration.
In the event of error messages, the Client shall immediately notify us of the malfunctions, specifying the symptoms and problems. The Client must provide the following information in writing:
- Client
- Your contacts
- Place of performance
- Name of the fault
- Extent of the performance impairment
The Client is obligated to provide us with the necessary access to the product or software. To this end, the Client is specifically obligated to establish the necessary connections.
The client is obliged to ensure the necessary data security in this context and to prevent access by third parties.

§ 3 Colocation, IaaS

(1) We provide the Client with the appropriate space in a data center so that the Client can operate its own computers in our data center or in a data center commissioned by us (colocation). The Client’s computers are connected to public data networks via our infrastructure, and the Client’s computers are provided with the necessary power, temperature control, etc. Details are set forth in the respective order.

(2) We shall provide the Client with the specified IT infrastructure. We shall also provide the Client with the specified interface to public data networks, such as the Internet, etc. The products used are specified by us in the respective scope of work and may be replaced by us, provided that the replaced components possess the characteristics necessary to meet the respective requirements.

§ 4 Hosting

(1) The client will be provided with the contracted product—such as hardware—in combination with the software specified in the respective contract (operating systems, firewall, virus scanner, etc.). The interface to public data networks, such as the Internet, as specified in the respective order, will also be provided. We will likewise provide the necessary utilities (power, cooling, etc.) for the operation of the technical systems made available.

(2) We will maintain and repair the technical systems during the term of the respective contract. Availability and maintenance windows will be communicated separately.

(3) The extension of the functions of the technical systems provided or the maintenance of compatibility with changing factual or technical requirements of the client are not part of the services owed.

§ 5 SaaS

(1) We shall make the specified software available to the Client for the term of the contract. The version of the software made available shall be the version agreed upon in each case.

(2) We grant the Client the right to use the software, along with the necessary usage rights, for the duration of the contract. The Client is authorized to use the program exclusively for its own purposes and may not transfer it to third parties for either private or commercial purposes. The Client is also not authorized to grant third parties rights to sublease or further sublicense the software.

(3) The scope of functions results from the service description.

(4) The client’s system environment as it exists at the time the order is placed shall be decisive for the use of the software. If the Client decides to implement a new operating system, the Client shall have no right to require that the software be adapted accordingly so that it is also functional under the new operating system.

§ 6 Liability, warranty

(1) To the extent that the customer attempts to access the product via the Internet, the warranty provisions are governed by the law governing service contracts. Accordingly, no warranty is provided that the product will be accessible at all times.

(2) We guarantee the availability, i.e. the retrievability of the product at the connection point to the data center in which the server is operated, under the following conditions:

We are entitled to rectify defects initially by repair or replacement free of charge.
Termination by the client on the grounds that the service provided does not comply with the contract is generally permissible only after we have been given sufficient opportunity to remedy the defect and such remediation has ultimately failed. Failure to remedy the defect is presumed to have occurred if performance is impossible, if we refuse to perform or unreasonably delay performance, if there are reasonable doubts regarding the prospects of success, or if, for other reasons, the situation has become unreasonable for the client.

§ 7 License terms

(1) For the term of the respective contractual relationship, the Client is granted the non-exclusive and revocable right to use the software provided for its own purposes within the scope of its business operations. Access to the software provided may only be granted to third parties with our express consent. This right is granted for a limited period, namely for the duration of the respective contractual relationship. The subject matter of this provision is the software provided in the version current at the time the contract is concluded, including all releases necessary to maintain the software’s functionality.

(2) If the Client purchases firmware, operating systems, firewalls, antivirus software, or other products, the transfer of rights of use shall be governed by paragraph (1). The general terms and conditions of the respective manufacturers shall be made available to the Client upon conclusion of the contract and shall thus form an integral part of the contract.

(3) No further rights shall be transferred to the client.

§ 8 Managed Services

If the services agreed upon in the respective contractual relationship are to be classified under the law governing contracts for work and services, reference is made to the applicable statutory provisions as well as to our General Terms and Conditions. Please note that, as a general rule, no repeated declaration of acceptance by the client is expected for recurring or similar services. In such cases, completion takes the place of acceptance. It is the client’s responsibility to verify, in accordance with statutory provisions, whether our services have been properly performed. Unless any complaints are raised, our service shall be deemed to have been properly performed.

In cases where acceptance is required under separate terms and conditions, the acceptance must be documented in writing or by email. Acceptance is also deemed to have taken place by implication if the client begins using our services without raising any claims regarding material defects.

§ 9 Final provisions

In all other respects, the General Terms and Conditions of our company shall apply without restriction.

As of September 2026