Master Service Agreement (hereinafter referred to as "MSA")

Between
Pult GmbH Schulterblatt 2520357 Hamburg(hereinafter referred to as "PULT")
and
(hereinafter referred to as "Contractual Partner")
It is agreed as follows:

Preamble

PULT develops and distributes "PULT" as a web-based software solution for hybrid workplaces. The programme enables workplace and room booking and analysis, visitor management, and the administration of events and parking spaces. PULT can also be connected to various tools. PULT provides the Contractual Partner with the software ("Software") as a cloud solution (Software as a Service; SaaS) for rent via app.pult.com. The Contractual Partner wishes to use the Software. With this in mind, the parties agree as follows. The preamble is considered an integral part of the contract.

1. Subject matter of the contract, contract structure and scope of application

The contractual relationship between the parties is governed by the following documents:

Order processing agreement
Order Form
The remaining provisions of this MSA

In the event of any contradictions between the aforementioned documents, the preceding document shall take precedence. All sections form part of the agreement.

2. Definitions

"MSA" means this Master Service Agreement between PULT and the Contractual Partner, under which PULT provides its software to the Contractual Partner.

"Parties" means the joint designation of PULT and the Contractual Partner.

3. Services provided by PULT

3.1 Provision of the software

PULT shall provide the Contractual Partner with access to the software via the Internet for a limited period of time for the duration of the contract. The usage requirements and the scope of the services to be provided by PULT are specified in the Order Form.

Beyond the agreed services, the Contractual Partner shall have no claim to a specific design or specific functionalities of the software and the services to be provided by PULT. In particular, the Contractual Partner shall have no claim to access to the source codes of the software.

PULT is responsible for the operation and maintenance of the software. The place of performance is the router output of PULT's data centre.

Unless otherwise agreed, the average availability of the software is 99% as an average throughout the month. This does not include necessary planned maintenance work or disruptions that are beyond PULT's control (such as force majeure or failures due to incorrect operation by the Contractual Partner). PULT shall inform the Contractual Partner in writing of planned maintenance work in good time, where possible. However, PULT expressly reserves the right to carry out unannounced maintenance work if necessary, in particular if this is required for data and operational security.

PULT performs daily data backups of the software and the data stored by the Contractual Partner, which are retained for at least ninety (90) days. Individual verification of the accuracy and completeness of the data backups is not performed and is not owed.

PULT shall provide the Contractual Partner with documentation of the software and instructions for its use in electronic form in German and English online at https://help.pult.com/?lang=en for retrieval. The Contractual Partner is not entitled to edit, distribute or make publicly available the documentation or instructions for use. Printed documentation is not owed.

PULT is entitled to commission subcontractors as vicarious agents at its own discretion for the provision of services. For subcontractors who process personal data, the provisions of the order processing agreement concluded between the parties shall also apply.

The required quality of the software is conclusively determined by the order form and the documentation. An error exists if the programme does not perform the functions specified in the documentation, terminates its execution in an uncontrolled manner or otherwise does not behave in accordance with the documentation, thereby preventing or impairing the use of the programme. Other functional impairments are not errors, but typical characteristics of the programme.

PULT reserves the right to change the scope of (additional) services provided free of charge at its reasonable discretion, in particular to add or remove features, provided that

the core functionality of the software according to the Order Form and documentation remains unchanged,
the change does not significantly impair the use of the contractually owed main services,
the Contractual Partner is informed in text form at least four (4) weeks in advance of planned removals of free features.

The aforementioned right does not extend to the services specified and remunerated in the Order Form.

3.2 Maintenance

Unless expressly agreed otherwise, maintenance services are provided as services. Maintenance includes:

Email support for questions regarding the operation and use of the software on weekdays from 9 a.m. to 5 p.m. at the PULT headquarters
Maintenance of the licensed software within the scope of its functions as described in the documentation
All software updates.

Support requests must be submitted to support@pult.com or via the support chat function of the software.

The following services are explicitly not included in the maintenance:

Specific adjustments for the Contractual Partner
Integration into the Contractual Partner's system environment
Maintenance of data processing units and creation or provision of programmes
Modification of programme-specific properties
Services outside the normal working hours specified in Section 3.2.1, which are also considered maintenance standby time. This only applies to services that are explicitly requested by the Contractual Partner.

3.3 Extensions, further developments, changes

Any changes, new editions, updates and patches made by PULT to the software and documentation, as well as other work results of PULT, are also subject to this MSA.

PULT is entitled to add additional functions to the services to be provided at any time. Unless otherwise agreed, functions introduced by PULT after conclusion of this contract shall be deemed additional services provided free of charge. However, PULT shall then be entitled to discontinue these services after weighing up the interests of both parties. PULT also reserves the right to offer optional extensions and further developments only against payment of an additional fee and upon conclusion of a supplementary agreement.

The remuneration does not cover maintenance services within the meaning of Section 3.2 for the software that arise as a result of misuse by the Contractual Partner. This applies in particular to non-compliance with the instructions contained in the documentation, other forms of incorrect operation, or damage or modification of the programmes or the media on which they are recorded due to negligence or intent. Such maintenance services shall be remunerated as additional services in accordance with Section 3.3.4.

Insofar as PULT provides services at the suggestion of the Contractual Partner, this shall be done exclusively on a service basis and for separate remuneration. The exclusive rights to all such changes and adjustments shall remain with PULT. The Contractual Partner shall be granted rights of use to such changes and adjustments exclusively to the extent described in Section 4.

3.3.5 Reasonable and insignificant changes
PULT shall be entitled to change, restrict or discontinue the functional scope of the software and the services to be provided to an extent that is reasonable for the Contractual Partner. Such a change is reasonable in particular if it only affects insignificant components of the services to be provided by PULT (such as mere design or presentation changes that do not or only slightly impair the functionality of the software or the services to be provided) or if it becomes necessary for an important reason. An important reason exists in particular if

there are disruptions to the provision of services by PULT's subcontractors,
the change is necessary for safety reasons,
the change is necessary due to changes in legislation or case law, or
there are similar important reasons which, after weighing them against the interests of the Contractual Partner, make the change in question reasonable for the Contractual Partner.

If a change does not exclusively concern time-critical security updates, functional enhancements or only insignificant components of the software or the services to be provided by PULT, PULT shall notify the Contractual Partner of the change in writing or in text form at least four (4) weeks before it takes effect.

3.3.6 Other changes
PULT is entitled to make changes to the scope of functions of the services in cases other than those specified in Section 3.3.5. If this is the case, the Contractual Partner has the right to declare within four (4) weeks whether it accepts or does not accept the planned changes. If the Contractual Partner does not respond within this period, the changes shall be deemed to have been approved. If the Contractual Partner objects to the changes within the specified period, PULT must continue to provide the service in question without the planned changes.

Insofar as PULT makes changes to the software and adjustments on behalf of the Contractual Partner, service law shall apply.

4. Rights of use

Upon commencement of the contract, PULT grants the Contractual Partner the non-exclusive, non-transferable right, limited to the term of the contract, to use the software in accordance with the contract via web access. Use within the meaning of this MSA is any permanent or temporary reproduction (copying) in whole or in part by loading, displaying, running, transferring or storing the software for the purpose of its execution.

Unless expressly agreed otherwise in the order form, the right of use is not sublicensable and the Contractual Partner is prohibited from transferring the software to third parties. Further legal rights of the Contractual Partner remain unaffected.

PULT uses open source software. PULT has no exclusive rights to open source software. PULT does not grant any rights of use to open source software beyond its intended use. The Contractual Partner may acquire rights of use to open source software beyond its intended use directly from the respective licensor under the applicable licence terms.

5. Cooperation, access and data security

As an essential contractual obligation, the Contractual Partner must determine and transmit all information that PULT requires in order to be able to perform its own services in accordance with the contract. This includes, in particular, the following obligations to cooperate:

Provision of system logs and other documents suitable for illustrating the error
Error descriptions in the ticket system provided by PULT and creation of maintenance requirements
Support in searching for the causes of errors, compliance with the suggestions for troubleshooting and error correction provided by the Contractual Partner
Ensuring that the server and network security measures used by the Contractual Partner do not restrict access to the software offered by PULT
Appointment of a contact person authorised to receive and submit declarations of intent in connection with the contract with PULT
Obligation to keep the information provided in the context of the conclusion of the contract up to date and to notify PULT of any changes without delay. This includes, in particular, data relating to the Contractual Partner's contact and business information

PULT shall be released from its performance obligations as long as the Contractual Partner fails to fulfil its obligations to cooperate.

The Contractual Partner is obliged to take appropriate measures to protect the software from access by unauthorised third parties. The Contractual Partner must keep the access data for the software safe and may only make it available to authorised employees. The Contractual Partner undertakes to oblige its employees to treat the access data confidentially and to inform PULT immediately if there is any suspicion that the access data may have become known to unauthorised persons.

The Contractual Partner shall refrain from any measures that jeopardise or disrupt the functioning of the software and shall not access or process content or data that it is not authorised to access or process. The Contractual Partner shall comply with all security precautions, functional and other restrictions of the software and, in particular, shall not remove, overcome, deactivate or otherwise circumvent any protection or authentication mechanisms. The Contractual Partner shall ensure that the information transmitted and content posted via the software is not infected with harmful computer programs (e.g. viruses, worms, Trojan horses or other malware) and that it does not upload or send any content that could induce third parties – including other contracting parties or customers – to disclose confidential information (e.g. passwords), harass third parties, automatically redirect third parties to other Internet offerings outside the software, infringe the rights of third parties, serve to impair the intended operation of the software or the IT infrastructure of PULT, or otherwise violate applicable law.

The Contractual Partner shall regularly back up its data and content (within the meaning of Section 6.1) stored, processed and otherwise transmitted to PULT within the scope of the software in a manner appropriate to the risk, insofar as this is technically possible. This applies both to the data and content on the Contractual Partner's local systems and to the data and content that the Contractual Partner stores on the IT infrastructure provided by PULT. In particular, the Contractual Partner shall back up such data and content as described in this Section 5.4, which the Contractual Partner is required to retain by law or regulatory requirements.

The operation and configuration of the software is the responsibility of the Contractual Partner. If PULT provides the Contractual Partner with information, recommendations, tips or advice within the software or makes information or analysis results generated by the software available, this is automatically generated and non-binding information intended to support the Contractual Partner in its business decision-making. Such support services do not release the Contractual Partner from its obligation to check the accuracy of the respective information and to take into account all other circumstances relevant to the decision-making process.

6. Content, use of the software, blocking and audit rights

All rights to information, images, texts, documents, data, files and other content that is transmitted to PULT within the scope of the Contractual Partner's use of the software or stored within the software or the IT infrastructure provided by PULT ("content") remain with the Contractual Partner or the respective owners. The Contractual Partner grants PULT a non-exclusive, spatially and temporally unlimited right of use to this content to the extent necessary to fulfil the contract with the Contractual Partner. In particular, PULT is entitled to reproduce the data for the purposes of operating the software and data backup and to grant sub-licences to its vicarious agents to the extent necessary for the fulfilment of the contract.

The Contractual Partner warrants that the content uploaded or stored by it does not infringe any third-party rights or otherwise violate applicable law (e.g. data protection regulations) ("Prohibited Content") and may be used by PULT for the purposes described in Section 6.1.

PULT is entitled to block or remove Prohibited Content after weighing up the interests of both parties; the same applies if PULT is obliged to do so by law, due to a complaint from a third party, a court ruling or an official order.

The Contractual Partner warrants that it will comply with all applicable legal regulations, in particular copyright, unfair competition, youth protection and data protection laws, when using the software. In particular, the Contractual Partner shall use the communication functions of the software exclusively for the intended and contractual use of the software and in accordance with the legal regulations and judicial or official requirements regarding the sending of advertising communications (in particular regulations against the sending of unsolicited advertising emails).

PULT shall be entitled to block the Contractual Partner's access to the software, taking into account the interests of both parties, if there are indications that

the Contractual Partner's access data has been or is being misused, or that the access data has been or is being disclosed to an unauthorised third party, or that access data is being used by more than one natural person
third parties have otherwise gained access to the software provided to the Contractual Partner
the blocking is necessary for technical reasons
PULT is obliged to block access by law, court order or official authority
the Contractual Partner uploads prohibited content to the software, or the Contractual Partner has provided false or invalid contact details and communication between PULT and the Contractual Partner is no longer possible; or
the blocking is necessary to avert imminent damage to PULT, the Contractual Partner or third parties or to mitigate damage that has already occurred

PULT shall notify the Contractual Partner of the blocking, including the reasons for it, in text or written form at least one (1) working day before the blocking takes effect and shall allow the Contractual Partner to comment on the blocking, provided that the notification and/or waiting for the comment is reasonable, taking into account the interests of both parties, and is compatible with the purpose of the blocking. PULT shall unblock the Contractual Partner's use of the software if the reason for the blocking no longer applies.

PULT shall have the right at any time to check the proper use of the software, in particular to verify whether the Contractual Partner is using the programme within the scope of the licences it has acquired. If the check reveals that the number of licences acquired has been exceeded, PULT shall have the right to invoice the Contractual Partner for these additionally used licences or to delete additional licences. The provisions of this contract apply to additionally used licences.

7. Indemnification

The Contractual Partner shall indemnify PULT against all claims asserted against PULT by third parties due to the use of the software by the Contractual Partner or due to the use of content provided by the Contractual Partner by PULT.

PULT shall immediately inform the Contractual Partner of any claims asserted by third parties and shall provide the information and documents necessary for the defence upon request. In addition, PULT shall either leave the defence to the Contractual Partner or undertake it in consultation with the Contractual Partner. In particular, PULT shall neither acknowledge nor concede claims asserted by third parties without consulting the Contractual Partner. The provisions of this clause shall apply mutatis mutandis to contractual penalties and judicial or administrative fines and penalties, insofar as the Contractual Partner is responsible for them.

8. Remuneration and Due Date

The Contractual Partner shall pay PULT the remuneration agreed in the Order Form for the use of the software.

Invoicing shall be as agreed in the Order Form. Unless expressly agreed otherwise in the Order Form, all invoiced amounts shall be due within fourteen (14) days of receipt of the invoice by the Contractual Partner.

Unless expressly agreed otherwise in the Order Form, all amounts are net amounts plus applicable value added tax at the statutory rate (if applicable).

Services provided by PULT that are not covered by the above remuneration (additional services) shall be defined in a separate contract if necessary and shall be subject to separate remuneration arrangements.

Unless expressly agreed otherwise in the Order Form, the remuneration payable by the Contractual Partner pursuant to Section 8.1 shall only apply to the number of users of the Software specified in the Order Form.

The Contractual Partner shall be entitled to activate additional users via the Admin Dashboard in the Software that exceed the number specified in the Order Form ("Additional Users"). Unless otherwise agreed in the Order Form, the remuneration payable by the Contractual Partner pursuant to Section 8.1 shall increase proportionally in accordance with the ratio of the Additional Users to the number of users specified in the Order Form.

PULT shall be entitled to change the agreed remuneration by giving notice at least in text form of 3 months prior to the planned date of change, specifying the amount of the adjustment, in accordance with the rules of this Section 8.7. Changes may consist of price increases or price reductions.

A change to the remuneration may generally not take effect earlier than 5 months after conclusion of the contract and may only be made at most once per calendar year.

PULT shall only change the agreed remuneration if the following conditions are met:

The costs for the provision of PULT's contractual services have changed as a result of a change in personnel, material, energy, development, or infrastructure costs in such a way that the Parties would adjust the existing remuneration level by at least 5% if the existing contract were to be newly concluded.
Upon the Contractual Partner's written request, PULT shall provide information, evidence and documentation demonstrating the necessity of the price adjustment for PULT, in order to enable the Contractual Partner to verify the adjustment.
Cost-reducing factors shall be taken into account by PULT in the event of price increases.

If PULT announces a change to the remuneration pursuant to this Section 8.7, the Contractual Partner shall be entitled to terminate the contract extraordinarily as of the announced date of change by written declaration within a period of two weeks after receipt of the announcement.

9. Term and termination

The term of the contract is defined in the Order Form.

The parties' right to terminate for good cause remains unaffected at all times. For PULT, good cause shall be deemed to exist in particular if:

The Contractual Partner does not pay the agreed remuneration, does not pay it in full or does not pay it on time;
the Contractual Partner repeatedly uploads prohibited content with the software despite previous warnings from PULT;
the Contractual Partner culpably violates its confidentiality obligation under clause 13;
the Contractual Partner objects to changes to the scope of functions within the specified period in accordance with Section 3.3.6.

Upon termination of the contract, for whatever reason, PULT shall delete all content of the Contractual Partner as soon as technically possible and economically reasonable. In this case, the GTC shall continue to apply for the duration of the storage of the backup copies. PULT shall also be entitled to retain content after termination of the contractual relationship if PULT is obliged to do so by law, court order or official authority (in particular for commercial and tax reasons) or if the content is required for accounting, documentation and billing purposes.

10. Advance Payments

Amounts paid in advance by the Contractual Partner are non-refundable. This applies in particular in the event of non-use or only partial use of the software, voluntary early termination of the contract (if contractually possible) or termination of individual modules by the Contractual Partner, reduction in the number of users/licences booked within the respective contract period. Corresponding adjustments shall only take effect at the beginning of the next billing period specified in the order form.

If PULT terminates the contract for good cause due to conduct by the Contractual Partner that is in breach of contract and for which the Contractual Partner is responsible, payments already made for the current billing period shall be retained; further rights of PULT remain unaffected. If the Contractual Partner terminates the contract for good cause for which PULT is responsible, PULT shall refund any fees paid in advance on a pro rata basis for the period after the termination takes effect.

11. Warranty

PULT provides a warranty for free services in accordance with the statutory provisions only. In all other respects, PULT provides a warranty for defects in the provision of the software in accordance with the following provisions.

Defects are deviations from the agreed functional scope of the software that have a more than insignificant effect. The agreed quality of the licence material as stipulated in the contract is specified in the documentation provided to the Contractual Partner and in the order form.

The Contractual Partner shall notify PULT of any defects that occur immediately in writing or text form. It shall prepare error documentation for the notification of defects in accordance with PULT's specifications and submit it to PULT via support@pult.com or via the support chat function of the software. The notification of defects must contain all information available to the Contractual Partner that is necessary for PULT to identify, reproduce, analyse and remedy the defect. Claims for material defects cannot be asserted if the defect has not been reported to PULT within twelve (12) months of provision at the latest. Furthermore, the Contractual Partner shall support PULT in remedying defects free of charge in a reasonable manner.

If the defect-free provision of services fails for reasons for which PULT is responsible, even within the applicable deadlines in accordance with Section 4.2, the Contractual Partner may reduce the agreed remuneration by a reasonable amount in the case of Class A and B errors. The reduction claim is limited to 50% of the licence fee agreed in the order form for the duration of PULT's delay in remedying the defect.

If the reduction reaches the maximum amount specified in Section 11.4 in two (2) consecutive months, the Contractual Partner may terminate the contract in writing without notice.

When using third-party software that PULT has licensed for use by the Contractual Partner, the rectification of defects shall consist of the procurement and installation of generally available upgrades, updates or patches. The provision of instructions for use that enable the Contractual Partner to reasonably circumvent any defects that have occurred in order to use the software in accordance with the contract shall also be deemed to be rectification.

Claims for material defects shall not apply if the software is not used in accordance with the conditions of use specified in the documentation.

The limitations of liability in Section 12 apply to the claims for damages asserted by the Contractual Partner. Further warranty claims are excluded. This applies in particular to claims under Section 536a of the German Civil Code (BGB), in particular no-fault guarantee liability and the right of self-performance.

The limitation period for warranty claims is one (1) year, unless they are based on intent or gross negligence or relate to damage resulting from injury to life, limb or health or claims under the Product Liability Act.

12. Damages and liability

PULT is liable for free services in accordance with the statutory provisions. Otherwise, PULT is liable in accordance with the following provisions.

PULT shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, limb or health.

In cases of simple negligence, PULT shall be liable for breach of a material contractual obligation. A material contractual obligation within the meaning of this clause is an obligation whose fulfilment is essential for the performance of the contract and on whose fulfilment the Contractual Partner may therefore regularly rely.

In the case of clause 12.3, PULT shall not be liable for lack of economic success, loss of profit, indirect damage, consequential damage and loss of data.

Liability under clause 12.3 is limited to the typical, foreseeable damage at the time the contract was concluded.

Liability for damages due to data loss (including the loss of content within the meaning of Section 6.1) in the case of Section 12.3 is limited to the amount of data recovery that would have been incurred even if the Contractual Partner had backed up the data regularly and in accordance with the risk.

The Contractual Partner shall be solely responsible for the way in which it uses the PULT software within its organisation. This includes, without limitation, any use for attendance monitoring or for monitoring the behaviour of employees or other individuals. The Contractual Partner shall ensure that any use of the PULT software complies with the applicable laws (including employment and data protection laws), any collective agreements or similar arrangements, and the Contractual Partner's internal policies. PULT is not obliged to assess the admissibility of the Contractual Partner's specific use cases and assumes no legal responsibility for such use.

The amount of damages is limited to the fee paid by the Contractual Partner to PULT for the transfer of use of the licensed items.

The limitations of liability apply accordingly in favour of PULT's legal representatives, employees, agents and vicarious agents. PULT shall not be liable for damages caused by unauthorised interference by third parties.

Any liability on the part of PULT for guarantees given (which must be expressly designated as such) and for claims based on the Product Liability Act remains unaffected.

Any further liability on the part of PULT is excluded. In particular, strict liability for initial defects pursuant to Section 536a (1), 1st alternative, BGB (analogous) is excluded.

13. Confidentiality and secrecy

The parties undertake to treat confidential information and documents ("confidential information") of the other party, which are to be regarded as confidential either due to the nature of the information or the circumstances of its disclosure, or which have been designated or marked as confidential by the disclosing party, as business and/or trade secrets. The receiving party shall take appropriate technical and organisational measures to prevent unauthorised access to or unauthorised disclosure of confidential information. Third parties within the meaning of this agreement also include companies affiliated with the receiving party in which the receiving party does not hold a majority of the capital and voting rights. The employees of the receiving party and other third parties commissioned by it (including subcontractors and freelancers) shall be bound by the same obligations.

On the part of PULT, confidential information includes, in particular, the software and all technologies of PULT, information provided by PULT about the software, for example in the context of IT audits or support requests or cooperation for the purpose of troubleshooting, as well as this agreement and the agreed terms and conditions.

The receiving party is entitled to pass on the information and documents made available to it to third parties if and to the extent that this is essential for the fulfilment of this contract or the exercise of contractual rights, or if this is mandatory for legal or regulatory reasons. In the event of enquiries from third parties, judicial or administrative authorities regarding the disclosure of confidential information, the receiving party shall immediately inform the disclosing party thereof in writing or in text form. The receiving party shall also support the disclosing party in its efforts to prevent the disclosure of the confidential information.

The confidentiality obligation shall not apply if the confidential information was already known to the receiving party prior to disclosure, is generally known or becomes known through no fault of the receiving party, or in respect of confidential information that was developed by the receiving party itself without access to the confidential information of the disclosing party or that is brought to the attention of the receiving party by a bona fide, authorised third party. Mandatory legal disclosure obligations remain reserved. If the receiving party invokes one or more of the above reasons, it must substantiate them by presenting suitable evidence.

The duty of confidentiality shall commence upon receipt of the confidential information and shall remain in force for the entire term of this agreement. In addition, the confidentiality obligation shall remain in force for a period of three (3) years from termination or expiry of the contract, unless statutory provisions stipulate a longer confidentiality obligation. In particular, any trade secrets shall be treated as confidential for as long as they remain trade secrets.

During the period of validity of this confidentiality obligation, confidential information must be returned to PULT immediately, undamaged and in full upon first request. PULT may also order that certain confidential information be destroyed, deleted or placed in secure storage and that the Contractual Partner confirm this in writing. The above provisions in this clause shall only apply insofar as this does not significantly impair the contractual use of the contractual service.

The above provisions do not establish any intellectual property rights of use. All rights of use granted under this contract remain unaffected by the above provisions.

14. Data protection and AI regulation

The parties shall comply with the data protection and other laws applicable to them. The obligations resulting from the AI Act, such as provider and operator obligations, which may apply to both parties, shall apply.

15. Amendments to the contract

PULT may amend this contract in accordance with this clause 15 with effect for the future, provided that this is done

to implement amended legal requirements, official orders or case law,
to implement amended technical requirements,
to maintain the operation of PULT's services,
to adapt to changed market conditions, or
for the benefit of the Contractual Partner.

An adjustment shall only be made if it does not shift the contractual balance between PULT and the Contractual Partner to the detriment of the Contractual Partner; the amendment of a main contractual obligation is excluded. PULT shall inform the Contractual Partner of any adjustment at least four (4) weeks in advance by means of a message in writing or text form or within the software. The Contractual Partner may object to the adjustment. If it does not do so within four (4) weeks of receiving notification of the adjustment, its consent to the adjustment shall be deemed to have been given. PULT shall inform the Contractual Partner separately in the notification of the adjustment about the four (4) week period and the legal consequences of its silence, as well as the date on which the adjustment shall take effect.

The Contractual Partner agrees that the system administrators designated by the Contractual Partner (administrator accounts) may, within the PULT system, submit legally binding declarations on behalf of the Contractual Partner, including acceptance of amendments of this contract, by activating the corresponding function (e.g. checkbox or button). The Contractual Partner shall ensure that only duly authorised persons are registered as system administrators and that their access credentials are kept confidential. Declarations made by the system administrators shall be deemed declarations of the Contractual Partner.

The provider shall be entitled to document and log acceptance given by system administrators within the PULT system (e.g. by storing timestamp, user ID and type of declaration) and to use such logs as evidence of the respective declarations.

16. Final provisions

PULT is allowed to use the name and logo of the Contractual Partner for marketing purposes, such as references on PULT's website and other advertising purposes.

The contract language is English. Translations into other languages are for comprehension purposes only and are not legally binding.

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980).

The parties undertake to cooperate to a reasonable extent in the performance of the contract and to provide each other with all information necessary for the performance of the contract in a timely manner.

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg.

There are no verbal side agreements. This MSA takes precedence over any earlier contracts or side agreements relating to the subject matter of the contract.

Unless expressly agreed otherwise, amendments to this MSA must be made in writing. This also applies to this written form clause. The parties agree that this agreed written form requirement is also met if the parties provide their signatures at least by means of an electronic signature within the meaning of Article 3 No. 10 of Regulation (EU) No. 910/2014 (eIDAS Regulation), e.g. DocuSign, AdobeSign.

The Contractual Partner may only offset claims by PULT or assert a right of retention if the counterclaim is undisputed or has been legally established or is in a synallagmatic relationship to the respective claim concerned.

Should any provision of this MSA be or become wholly or partially void, ineffective or unenforceable, or should a necessary provision not be included therein, this shall not affect the validity and enforceability of all other provisions of this MSA. In place of the void, ineffective or unenforceable provision, or to fill the regulatory gap, the parties shall agree on a legally permissible provision that corresponds as closely as possible to what the parties intended or would have agreed upon in accordance with the meaning and purpose of this contract if they had been aware of the ineffectiveness or regulatory gap.

Place, Date

PULT GmbH