General Terms and Conditions

for the Provision of Services by andTheLight GmbH, Penningsfelder Weg 96 A, 51069 Cologne, Germany

Email: andthelight.legal.agb@andthelight.com

(hereinafter referred to as the “Contractor”)

to its customers (hereinafter referred to as the “Client”)

1. General Provisions

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor incorporating these GTC.

1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.3 The Contractor is entitled to subcontract the required services in its own name and at its own expense to subcontractors, who may in turn use further subcontractors. The Contractor remains the sole contractual partner of the Client. Subcontractors will not be used if it is apparent to the Contractor that their use would conflict with the legitimate interests of the Client.

1.4 If other contractual documents or terms and conditions in text or written form have become part of the contract in addition to these GTC, the provisions of such other documents shall prevail in the event of a conflict.

1.5 Any terms and conditions of the Client that deviate from these GTC shall not be recognized by the Contractor unless expressly agreed.

2. Subject Matter of the Contract and Scope of Services

2.1 The Contractor, acting as an independent business entity, provides the following services to the Client:

IT consulting and IT services, software solutions, web platforms and IT/applications of all kinds. Development, operation, and marketing of its own digital products and platforms, including Software-as-a-Service (SaaS);

Trade in hardware, software, and IT-related products as well as the brokerage and sale of licenses, usage rights, and other digital products.

2.2 The specific scope of services shall be the subject of individual agreements between the Contractor and the Client.

2.3 The Contractor shall provide the contractual services with the utmost care and diligence according to the latest standards, rules, and findings.

2.4 The Contractor is obligated to perform the contractual services. However, in carrying out its activities, the Contractor is not subject to any instructions regarding the manner, location, or time of performance. The Contractor will independently schedule the working days and times to ensure optimal efficiency in executing the contract. The services will be provided in coordination with the Client.

3. Client’s Duties to Cooperate

The Client is responsible for providing all information, data, and other content required for service fulfillment completely and accurately. The Contractor is not liable for delays caused by the Client’s delayed cooperation. The provisions under the section “Liability/Indemnity” remain unaffected.

4. Remuneration

4.1 The remuneration is agreed individually.

4.2 Payment is due after the service is rendered. If payment is based on time periods, it is due at the end of each period (§ 614 BGB). For billing based on effort, unless otherwise agreed, the Contractor may issue monthly invoices.

4.3 After the services have been performed, the Contractor shall issue an invoice by mail or email (e.g., as a PDF). Payment is due within 14 days of receipt of the invoice.

5. Liability / Indemnity

5.1 The Contractor is fully liable on any legal grounds in cases of intent or gross negligence, for injury to life, body or health caused intentionally or negligently, based on a guarantee (unless otherwise stipulated), or under mandatory liability laws. For breaches of essential contractual obligations caused by slight negligence, liability is limited to foreseeable, typical damages, unless unlimited liability applies as stated above. Essential contractual obligations are those that the contract imposes on the Contractor to achieve its purpose and that the Client may regularly rely on. Further liability of the Contractor is excluded. These liability rules also apply to the Contractor’s vicarious agents and legal representatives.

5.2 The Client shall indemnify the Contractor against any third-party claims arising from the Client’s violations of these contractual terms or applicable law.

6. Term and Termination

6.1 The term of the contract and notice periods for ordinary termination are individually agreed upon by the parties.

6.2 The right of both parties to terminate without notice for good cause remains unaffected.

6.3 Upon contract termination, the Contractor shall promptly return or destroy all materials and content provided by the Client, as requested. No right of retention may be asserted. Electronic data must be completely deleted, except for documents and data that are subject to a legal retention obligation, and only until the end of the applicable retention period. Upon request, the Contractor must confirm the deletion in writing.

7. Confidentiality and Data Protection

7.1 The Contractor shall treat all information related to the contract strictly confidentially. The Contractor is obligated to impose this confidentiality obligation on all employees and/or third parties with access to the contractual information. The duty of confidentiality continues indefinitely beyond the term of the contract.

7.2 The Contractor undertakes to comply with all data protection laws—especially the GDPR and the Federal Data Protection Act—when executing the contract.

8. Final Provisions

8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG.

8.2 If any provision of these GTC is or becomes invalid, the remaining provisions shall remain unaffected.

8.3 The Client shall support the Contractor in fulfilling the contractual services with appropriate acts of cooperation. In particular, the Client shall provide the necessary information and data.

8.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the court of jurisdiction shall be at the Contractor’s registered office. Exclusive jurisdictions remain unaffected.

8.5 The Contractor may amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business strategy) with appropriate notice. Existing customers will be notified at least two weeks before changes take effect by email. If the customer does not object within the period stated in the notice, the changes will be deemed accepted. If the customer objects, the changes will not take effect, and the Contractor may terminate the contract extraordinarily at the time the changes would have taken effect. The notification will include a reference to the period and the consequences of not objecting.