General Terms of Use

1. Scope of the General Terms of Use

(1) The following terms apply – unless deviating terms have been expressly acknowledged or agreed in writing – exclusively to all legal transactions, including future ones, between the "Software Provider" (PAXLY GmbH) and the "User" (also individually referred to below as "Supplier" or "Customer") that concern the use of the B2B eProcurement software "www.paxly.ai" (the "eProcurement Software").

(2) General terms and conditions of the User or of third parties do not apply, even if the Software Provider does not expressly object to them.

(3) By registering within the eProcurement Software pursuant to Section 4, or by booking SaaS services under Part B. of these General Terms of Use, the User acknowledges these terms as binding.

(4) Amendments to these Terms of Use will be communicated to the User by the Software Provider by email to the email address provided at registration. If the User does not object to such amendments within four weeks of receiving the notice, the amendments are deemed agreed. In the event of an objection, the account will be deactivated after four weeks have elapsed from receipt of the notice. In the event of an amendment to the Terms of Use, the User will be separately informed of the right to object and the legal consequences.

2. Subject Matter of the eProcurement Software

The eProcurement Software offers merchants within the meaning of the German Commercial Code (Handelsgesetzbuch) and legal entities under public law domiciled within the territory of the Federal Republic of Germany, or entrepreneurs elsewhere in Europe who are legally treated as equivalent to merchants within the meaning of the German Commercial Code, a software solution that digitally enables collaboration across various business processes between customer and supplier. The eProcurement Software is a software platform for customers and suppliers of made-to-order packaging materials for industry and trade.

3. Services of the Platform Operator

(1) The Software Provider gives Users the ability to handle complete procurement and sales processes, including the conclusion of contracts, via the eProcurement Software, on the supplier or the customer side.

(2) For this purpose, the Software Provider provides and maintains, via the eProcurement Software, the technical infrastructure for the complete procurement and sales processes.

(3) In accordance with a KPI-based rating system, which is described in Annex 1 to these Terms of Use, the Supplier receives a rating through the eProcurement Software that is visible to other Users.

(4) The Software Provider reserves the right to change or expand the content and structure of the eProcurement Software and the associated user interfaces, provided that this does not, or does not significantly, impair the achievement of the purpose of the contract concluded with the User or of the contracts concluded via the eProcurement Software. The Software Provider will inform the Users of the eProcurement Software of such changes accordingly.

(5) In order to use the eProcurement Software, a Google Chrome, Mozilla Firefox or Microsoft Edge browser in a current version (no older than 6 months) must be available.

(6) The Software Provider makes the eProcurement Software available to the User in the respective current version. The Software Provider owes neither an adaptation of the eProcurement Software to the individual needs of the User, nor a technical or functional further development of the eProcurement Software or its individual functions.

4. Admission and Access to the eProcurement Software

(1) Registration is a prerequisite for using the eProcurement Software. Only such Users may be admitted who, when concluding a legal transaction in the eProcurement Software, act in the exercise of their commercial or independent professional activity, i.e. as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Consumers within the meaning of Section 13 BGB are excluded from using the eProcurement Software.

(2) Upon registration, the User must provide company data, billing data and a contact person and indicate whether they wish to use the eProcurement Software for sales or purchasing. The company name, the commercial register number, the register court and the VAT identification number are mandatory and a prerequisite for submitting the admission application. By submitting the application, the User warrants that the information provided is true and complete. The User undertakes to notify the Software Provider of all future changes to the information provided without undue delay.

(3) The admission application is accepted by an admission confirmation sent by email. Upon admission, a usage agreement for an indefinite period is concluded between the Software Provider and the respective User in accordance with these General Terms of Use.

5. Login and Access Credentials

(1) Upon registration, the Software Provider transmits to the User the data of a master login, which grants access to the protected area of the company master data and the basic account settings.

(2) By means of the master login, the User has the option of granting employees in their company their own access authorization and configuring it as desired, in order to enable them to work optimally in the eProcurement Software.

(3) All logins are individualized and may only be used by the respective authorized person. The User is obliged to keep the master login and the associated password secret and to protect it against unauthorized access by third parties. The User is also responsible for keeping the employee logins and the associated passwords secret and will instruct their employees accordingly. If misuse is suspected, the User will inform the Software Provider thereof without undue delay. As soon as the Software Provider becomes aware of unauthorized use, the Software Provider will block the access of the affected User in whole or in part.

(4) Actions taken using the master login and the employee logins are generally attributable to the User. The User is liable for declarations made under the User's member account or employee logins.

6. Use of the eProcurement Software as a Customer

(1) Users who use the eProcurement Software as a buyer ("Customer") have, alongside other functions and provided that the corresponding module for SaaS services has been booked, the option of issuing requests in tender format (hereinafter: "Tender") and giving suppliers the opportunity to submit offers during the tender period. Details are governed by the contract for the respective SaaS services between the User and the Software Provider, for which the special conditions listed under B. additionally apply.

(2) Requests can only be opened by Customers and do not constitute a legally binding offer to conclude a contract, but merely an invitation to submit offers ("invitatio ad offerendum"). Customers are not permitted to participate as a supplier in a tender they have opened. Nor may Customers participate as a supplier in a request they have opened through third parties acting on their behalf.

(3) The Customer can view the number of incoming offers at any time in their account.

(4) The Customer is free to choose whether and which of the offers received they wish to accept. Acceptance is effected by clicking the "Accept offer" button. Upon acceptance, the respective contract is concluded between supplier and customer.

7. Use of the eProcurement Software as a Supplier

(1) Users who use the eProcurement Software as a supplier ("Supplier") have the option of submitting binding offers in response to Customers' requests. A Supplier's offers are legally binding declarations for the conclusion of the contract tendered by the Customer or offered by the Supplier.

(2) Suppliers have no right to be able to submit offers for specific requests. Nor does the Software Provider warrant whether or how many offers are submitted to Customers in response to their requests.

(3) Unless a Supplier has booked separate SaaS services, they can only view requests from those Customers by whom they have been listed as an "Existing Supplier".

An "Existing Supplier" within the meaning of the eProcurement Software and these Terms of Use is a company (including the companies affiliated with it within the meaning of Section 15 of the German Stock Corporation Act, AktG) that produces packaging and, in the 12 calendar months prior to registration, has supplied packaging (of any kind) to another User at least once. Excluded are those companies (including the companies affiliated with them pursuant to Section 15 AktG) whose share of the User's total purchasing volume in the 12 calendar months prior to registration amounted to less than 5%.

The Software Provider assumes no warranty for the accuracy of the listing; the Supplier has no claim against the Software Provider to correct the listing and can otherwise not assert any claims against the Software Provider due to the listing by another User.

In all other respects, the special conditions listed under B. apply additionally.

8. Obligations of the Users

(1) A request may not be issued and an offer may not be submitted if

• (a) essential information on the subject matter, quantity, price and delivery is missing;
• (b) the opening or execution of the request or the sale would violate statutory provisions, official orders or public morality under the legal system applicable to the intended contract. In particular, no items may be offered whose offer or sale violates the rights of third parties or statutory norms.

(2) The User is further obliged to

• (a) refrain from all measures that unlawfully influence the negotiation and conclusion of contracts in the eProcurement Software or that influence the market behavior and pricing of other Users;
• (b) set up and maintain the necessary data-backup precautions throughout the entire term of the contract, in particular to ensure careful and conscientious handling of logins and passwords;
• (c) promptly notify the Software Provider of technical changes occurring within their sphere if they are liable to impair the provision of services or the security of the eProcurement Software;
• (d) cooperate in investigating attacks by third parties on the eProcurement Software, insofar as such cooperation by the User is necessary;
• (e) conduct transactions in the eProcurement Software exclusively within the scope of commercial business operations for commercial purposes;
• (f) notify the Software Provider as soon as possible of malfunctions, operational disruptions and security vulnerabilities of the eProcurement Software that come to the User's attention;
• (g) comply with all legal requirements relating to the initiation, conclusion and performance of the contracts concluded via the eProcurement Software. Should the Software Provider be held liable by a third party (including authorities and state institutions) for legal violations by the User (in particular, but not exclusively, pursuant to Section 25e of the German VAT Act, UStG), the User shall indemnify the Software Provider from the obligation upon first demand and shall compensate the Software Provider for all damages, including costs of legal action. The User waives asserting the objection of contributory negligence on the part of the Software Provider (Section 254 BGB).

(3) The User undertakes to refrain from all measures that jeopardize or disrupt the functioning of the eProcurement Software, and not to access data to which they are not authorized to have access. Furthermore, the User must ensure that the information they transmit and the data they upload via the eProcurement Software are free of malware.

(4) The User is only entitled to process their own data via the eProcurement Software themselves, in their own operation, for their own purposes. The Software Provider hereby grants the User the powers necessary for this use as a simple right of use for the duration of the contract.

(5) The User is not entitled to modify, reproduce, alter, pass on to third parties, or enable a third party to use or take note of the software underlying the eProcurement Software or parts thereof (in particular the program code), or to use the software for a third party.

9. Handling of the Contracts Concluded in the eProcurement Software

(1) The handling of contracts concluded in the eProcurement Software is the sole responsibility of the respective Users. The Software Provider assumes neither a guarantee for the performance of the contracts concluded between the Users on the marketplaces, nor liability for defects of quality or title of the goods and services traded. Unless expressly agreed otherwise, the Software Provider has no obligation whatsoever to ensure the performance of the contracts concluded between the Users.

(2) Despite the admission procedure, the Software Provider cannot warrant the true identity and the authority to dispose of the Users. In case of doubt, both Users are required to inform themselves in a suitable manner about the true identity and the authority to dispose of the other User.

10. Liability for Damages

(1) Claims for damages by the User, on whatever legal grounds, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.

(2) This does not apply in cases

• of malice, intent and gross negligence,
• of injury to life, body or health,
• of the assumption of a guarantee, e.g. for the existence of a characteristic,
• of the breach of material contractual obligations (cf. para. 3), or
• of liability under the Product Liability Act and other laws under which liability is mandatory.

(3) Claims for damages due to the breach of material contractual obligations are limited to the foreseeable damage typical of the contract.

(4) Insofar as liability is excluded or limited, this also applies to the personal liability of the employees, staff, representatives and vicarious agents of the Software Provider.

(5) The Software Provider owes compensation for the loss of data in accordance with the preceding paragraphs only if such loss could not have been avoided by reasonable data-backup measures on the part of the User.

(6) A change in the burden of proof to the detriment of the User is not associated with the above provisions.

11. Liability for Third-Party Content

(1) Insofar as the eProcurement Software provides an option to forward to databases, websites, services etc. of third parties, e.g. by placing links or hyperlinks, the Software Provider is liable neither for the accessibility, existence or security of these databases or services, nor for their content. In particular, the Software Provider is not liable for their legality, accuracy of content, completeness or timeliness.

(2) Users are prohibited from placing content (e.g. through file uploads, links or frames) in the eProcurement Software that violates statutory provisions, official orders or public morality. Furthermore, they are prohibited from placing content that infringes rights, in particular copyrights or trademark rights of third parties.

(3) The Software Provider does not adopt third-party content as its own under any circumstances. The User warrants to the platform operator and the other Users of the platform that the goods or services offered by them do not infringe any copyrights, trademarks, patents, other property rights or trade secrets.

(4) The Software Provider reserves the right to block third-party content if it is punishable under applicable laws, evidently serves to prepare criminal acts, or contravenes the General Terms of Use.

(5) The User will indemnify the Software Provider against all claims that third parties assert against the Software Provider due to the infringement of their rights or due to legal violations arising from the offers and/or content placed by the User, provided the User is responsible for these. In this respect, the User also assumes the costs of the Software Provider's legal defense, including all court and attorney fees.

12. Data Security and Privacy Policy

(1) The servers on which the eProcurement Software is hosted are secured in accordance with the state of the art, in particular by firewalls; the User is nevertheless aware that there is a risk for all participants that transmitted data may be read out during transmission. This applies not only to the exchange of information via email that leaves the system, but also to internal messages and to all other transmissions of data. Complete confidentiality of the data transmitted in the course of using the eProcurement Software can therefore not be guaranteed.

(2) The User consents to the Software Provider storing information and data about the course of tenders and the behavior of customers or suppliers in carrying out these transactions in anonymized form, and using it exclusively in this anonymized form for marketing purposes, e.g. for the creation of statistics and presentations.

(3) The Software Provider is entitled, during the term of the usage agreement, to process and store the data received from the User in connection with the business relationship, in compliance with the requirements of the applicable data protection provisions.

(4) In all other respects, the Software Provider's Privacy Policy applies, which forms part of these General Terms of Use.

(5) Upon commencing use of the eProcurement Software, the User warrants to the Software Provider and all other Users that the data protection requirements are complied with by the User with regard to the data transmitted by them. In particular, the User must ensure that the consent of employees that may be necessary is obtained before personal data of employees is placed on the platform in the course of setting up employee logins or in any other way.

1. Subject Matter of the SaaS Services and Definitions

(1) The booking of SaaS services from the Software Provider is required in order to use certain functions of the eProcurement Software. Upon request, the Software Provider will submit an offer to the User containing the relevant service conditions. The following conditions additionally apply to the provision of the SaaS services by the Software Provider. Certain SaaS service packages can also be booked in the eProcurement Software directly via the shop of the eProcurement Software without an individual offer, i.e. the corresponding SaaS contract can be concluded via the shop of the eProcurement Software. The following provisions apply accordingly to these service packages, unless expressly provided otherwise.

(2) The subject matter of the SaaS contract is the contractual determination of the mutual rights and obligations of the parties regarding the paid, non-exclusive granting of the use of the eProcurement Software – limited in time to the duration of the contract – in the Supplier's business over the internet, as well as the provision of storage space on the Software Provider's servers. Under the SaaS contract, the Software Provider does not owe a result, but merely the provision of services.

(3) The following definitions are intended to facilitate the consistent handling of the terminology:

eProcurement Software

describes the eProcurement Software that PAXLY makes available via the internet domain www.paxly.ai (or similar), as well as the software technically underlying this platform and the storage space.

Article

describes the respective article type (not the quantity).

Tender

describes the invitation to other Users of the platform to submit offers to the Customer for the delivery of certain articles.

Packaging Optimization

describes the service of the Software Provider towards the User of proposing optimizations of any kind within the scope of existing supply contracts or before the first tender of an article.

Article Capture

describes the initial recording of the article parameters in the database of the PAXLY software platform.

2. Prices

(1) The prices stated in the offer or in the shop of the eProcurement Software apply.

(2) The Software Provider reserves the right to adjust the prices offered by ordinary means with a period of 4 months to the end of a contract year.

(3) In the event of economic necessity, the Software Provider reserves the right to adjust the above prices extraordinarily at any time with a notice period of 6 weeks to the end of a quarter. In this respect, the User has a special right of termination pursuant to Part B. Section 5(3) of these conditions.

3. Payment

(1) The remuneration owed for the provision of the SaaS services is to be paid in EUR and is understood as net amounts excluding VAT.

(2) The Software Provider issues an invoice for the remuneration to be paid at the agreed interval, at least once per calendar year, and sends this to the User exclusively digitally to the email address provided at registration, unless otherwise agreed. The invoice amount is due for payment within 14 days, unless a different payment term is agreed.

(3) For SaaS contracts concluded directly via the shop of the eProcurement Software, payment by invoice is not possible. Payment is made, at the User's choice, by instant bank transfer, PayPal, or credit card. The processing of the payment via the aforementioned supported payment methods for orders placed via the shop of the eProcurement Software is carried out via the Software Provider's service provider, Stripe Payments Europe, Limited, or Stripe GmbH, Prielmayerstraße 3, 80335 Munich, Germany.

• a) If the User chooses the payment method PayPal, the Software Provider is prepared to accept credits to the Software Provider's PayPal account in lieu of performance (Section 364(2) BGB). In the event that the credit is charged back to the Software Provider's PayPal account, the Software Provider's payment claim remains in place or revives.
• b) In all other respects, the processing of the payment transaction via Stripe GmbH is governed exclusively by its terms, which can be viewed at stripe.com/de/legal, where applicable supplemented by the terms of the respective payment service provider or credit institution.

(4) The User can only offset against such counterclaims that are undisputed by the Software Provider or have been legally established.

(5) The User cannot exercise a right of retention that is not based on the same legal relationship.

4. Availability and Support / Service Level Agreement

The conditions for the availability of the eProcurement Software result from the separate Service Level Agreement, which is an annex to the SaaS contract and the conditions of which the User accepts upon booking the SaaS services.

5. Term and Termination

(1) The contract for the provision of SaaS services begins, unless otherwise agreed, upon signature by both parties and is concluded for an indefinite period. It can be terminated by either party at any time with a notice period of 3 months to the end of a contract year.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) In the event of an extraordinary price adjustment, the User has a special right of termination with a period of 2 weeks to the end of the quarter.

1. Place of Performance, Jurisdiction, Applicable Law

(1) The business premises of the Software Provider's head office in Leipzig are the place of performance for both parties.

(2) If the User is a merchant or a legal entity under public law, the exclusive place of jurisdiction for all legal disputes arising from or in connection with contracts between the Software Provider and the User is Leipzig, Germany. However, the Software Provider is also entitled to take action against the User at the User's general place of jurisdiction.

(3) The relationships between the Software Provider and the User are subject exclusively to the law of the Federal Republic of Germany.

(4) Verbal side agreements between the User and the Software Provider are not legally binding. To be effective, they require written form, whereby transmission by email is sufficient.

(5) Insofar as these General Terms of Use contain gaps, those legally effective provisions are deemed agreed to fill these gaps that the Users would have agreed in accordance with the economic objectives of the usage agreement or the contract for the provision of SaaS services and the purpose of the General Terms of Use, had they been aware of the gap.