General Terms and Conditions

1. GENERAL | SCOPE

1.1 These Global Climate Changer Business Terms and Conditions (“Terms”) apply to all contracts between Global Climate Changer GmbH, Wattstraße 11, 13355 Berlin (“Global Changer”) and customers of Global Changer who are entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) (“Customer(s)”) and to whom Global Changer grants access to its services.

1.2 These Terms apply to every order document or ordering process, whether conducted online, by email, or via an app, in which reference is made to these Terms (each being an “Order”). Each Order incorporates these Terms and constitutes a separate agreement concerning the services to be rendered pursuant to such Order (the “Service Agreement”).

1.3 These Terms also serve as a framework agreement for future contracts between Global Changer and the Customer, without the need for individual notification thereof by Global Changer. These Terms are deemed accepted by the Customer at the latest when Global Changer provides the services.

1.4 These Terms apply to the exclusion of all other terms. Any differing, conflicting, or supplementary general terms and conditions only become part of the Service Agreement if Global Changer has consented to them in writing.

1.5 Individual agreements made in writing with the Customer in specific cases (including side agreements, additional arrangements, and amendments) take precedence over these Terms.

1.6 Where these Terms refer to ‘in writing,’ ‘written form,’ or similar, this refers to written form as defined by § 126 BGB. The electronic exchange of copies of handwritten, signed documents and documents bearing a simple electronic signature (e.g., via DocuSign or Adobe Sign) is sufficient. Unless otherwise expressly specified in these Terms, the exchange of simple emails is not sufficient.

1.7 For practical reasons, these Terms forego simultaneous usage of female, male, and diverse grammatical forms and use the generic masculine. All person references apply equally to all genders.

1.8 All notifications and statements made by the Customer to Global Changer, in particular notices of termination and the setting of deadlines, must be given at least in text form as per § 126b BGB (a simple email is sufficient), unless otherwise specified in these Terms.

1.9 References in these Terms regarding the applicability of statutory provisions serve clarification only. Accordingly, statutory provisions continue to apply even if such clarification is not made, unless such statutory provisions are supplemented or expressly excluded by these Terms.

2. GRANT OF LICENSE

2.1 Subject to the terms of the Service Agreement, Global Changer grants the Customer, as per the Order, solely for internal business purposes, for the duration of the Initial Term and any Renewal Term (as defined below) a simple, non-transferable, non-sublicensable, worldwide right to use the software offered as “Software as a Service” by Global Changer, including the associated websites, webspaces, services, and applications (collectively, the “Services”) (“License”). The number of licenses is stipulated in the Order. The Services are provided as described in the Documentation, which may be updated from time to time and accessed via a URL specified by Global Changer or attached to the Order (“Documentation”).

2.2 The Customer may allow its employees (jointly, the “Authorized Users” and each person using the Services, a “User”) to use the Services, provided that (A) the Customer obtains a license for every Authorized User; (B) the Customer ensures that all Authorized Users comply with these Terms and remains responsible and liable to Global Changer for all actions and omissions of the Authorized Users; and (C) the Services are used solely for the benefit of the Customer.

3. LICENSE RESTRICTIONS

3.1 The Customer may not (and may not permit any third party, including Authorized Users, to), directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, use externally for business, outsource, use on a timeshare or as a service bureau, or use in an application/managed service provider environment, or otherwise generate revenue from the Services; (B) copy the Services onto a public or distributed network; (C) decompile, reverse engineer, reconstruct, disassemble, or otherwise attempt to access source code, object code, or underlying structural ideas, know-how, algorithms, or other functional mechanisms of the Services, unless legally permitted; (D) modify, adapt, translate, or create derivative works based on the Services, except as allowed by Global Changer or the Services; (E) alter proprietary right notices within or on the Services; (F) use the Services in violation of applicable law, including export restrictions/national security controls, or outside the scope described in Section 2; (G) configure the Services to collect: (i) sensitive personal data or “special categories of data” as defined by the EU Data Directive or national law, (ii) passwords or authentication data, (iii) payment or other financial, biometric, or genetic data, or (iv) data relating to a person under 16 years (“Prohibited Data”); (H) use the Services to (i) store or transmit infringing, defamatory, or otherwise unlawful material or malicious code/malware, (ii) engage in phishing, spamming, denial-of-service attacks, or other fraudulent/criminal activity, (iii) compromise third-party system integrity or performance, (iv) attempt unauthorized access to the Services or Global Changer’s networks, or (v) conduct penetration tests, vulnerability scans, or other security assessments.

3.2 The Customer may not export or re-export any Services, technical data, or derivations thereof in violation of applicable law. Customers must comply with sanctions imposed by Germany, the EU, UN, and applicable U.S. federal law, except where this would violate or contradict § 7 of the Foreign Trade and Payments Ordinance or similar applicable anti-boycott law. The Customer must obtain all necessary export, import, or other official permits at its expense.

3.3 The Services may only be used as described in the Documentation.

3.4 Although Global Changer is not required to monitor the Customer’s usage for contractual compliance, it may do so and may prohibit use if Global Changer believes the Customer has breached or may breach this Section 3.

4. TRIAL USE

Global Changer may grant the Customer access to the Services for evaluation purposes for a period determined at Global Changer’s sole discretion (“Trial Use”). Global Changer reserves the right to downgrade, restrict, or otherwise modify the Services provided for Trial Use at any time without prior notice. Global Changer does not provide any warranty for Trial Use. Global Changer is not obligated to provide maintenance or support during Trial Use. Global Changer may revoke and terminate Trial Use at any time with immediate effect. Trial Use does not constitute a warranty for future product features and should not serve as a decision basis for Orders.

5. CUSTOMER OBLIGATIONS

5.1 The Customer represents and warrants that the Customer and Authorized Users will use the Services solely in full compliance with all applicable laws and regulations.

5.2 The Customer is responsible, at their own expense, for obtaining and maintaining all technical equipment and related auxiliary services necessary for their connection to, access to, or use of the Services. This includes, in particular, modems, hardware, servers, software, operating systems, and networks (collectively, the “Technical Equipment”). The Customer further ensures the security of the Technical Equipment, their account, passwords (especially administrator/user passwords), files, and any known or unknown use of their account or Technical Equipment.

5.3 The Customer is solely responsible for the content of all data and any other materials displayed, published, uploaded, stored, exchanged, or transmitted by the Customer or Users via or through the Services (collectively, "Content").

5.4 Global Changer cannot control and does not guarantee the accuracy of information entered by the Customer or Users during their use of the Services. Global Changer is entitled, without prior notice and without liability, to investigate any reported complaints or suspected breaches of the Service Agreement and may take legal and/or technical measures as deemed appropriate, in particular, refusal, denial of publication, removal of Content or other data, or restricting, suspending, or terminating the Customer’s or User’s access to the Services.

5.5 The Customer shall ensure that the information in their account is current and accurate. In the event of unauthorized use of a password or account, or any other known or suspected security breach or misuse of the Services, the Customer must immediately inform Global Changer.

6. MAINTENANCE AND SUPPORT

6.1 Subject to payment of the fees by the Customer, as listed in the respective Order, Global Changer provides maintenance and support for the Services as specified in the Order. “Support” means Global Changer’s obligation to respond to support inquiries from the Customer and Users regarding the Services by documenting and assisting in identifying problems, and providing technical and non-technical support. “Maintenance” means Global Changer’s obligation to remedy faults and bugs in relation to the Services and provide updates and upgrades released at Global Changer’s discretion.

6.2 Support and error reporting requests may be addressed by the Customer to support@globalchanger.com and will be processed Monday to Friday, 9:00 am to 5:00 pm (CET), except for legal holidays in Berlin, Germany.

6.3 Global Changer will use reasonable efforts consistent with industry standards to maintain the Services to minimize disruptions and outages.

6.4 If, after investigation, Global Changer determines that an issue reported by the Customer did not occur or is not attributable to the Services, Global Changer may charge the Customer for substantiated costs incurred in connection with such investigation.

6.5 The costs for maintenance and support are included in the fees.

7. SERVICE AVAILABILITY

7.1 Subject to payment of the fees listed in the relevant Order by the Customer, Global Changer provides the Services to the Customer in accordance with this Section 7.

7.2 Global Changer will make reasonable efforts to ensure the Services are available to the Customer over the Internet no less than 99.5% of the year (based on 24 hours/day, 7 days/week), excluding periods of scheduled or unscheduled maintenance by Global Changer or third-party providers and unavailability due to reasons beyond Global Changer’s control. Global Changer will make reasonable efforts to inform the Customer in advance in writing of planned disruptions.

7.3 The Customer acknowledges that their access to the Services (e.g., Internet access) cannot be guaranteed and that Global Changer is not liable for failures in Internet connections or the Customer’s equipment.

8. ADDITIONAL SERVICES

8.1 In accordance with these Terms (including payment of the fees specified in the Order), Global Changer shall provide additional services (including consulting, coaching, training, etc.) as described in an Order (“Additional Services”). Unless expressly otherwise agreed in writing (simple email not sufficient), software development services are not considered Additional Services and are only provided by Global Changer under separate conditions.

8.2 Additional Services constitute services under § 611 BGB, unless otherwise specified in the Order. Additional Services may be provided at a fixed price or on a time and materials basis. Once acquired Additional Services have been rendered, Global Changer suspends them until further Additional Services are ordered.

8.3 The Customer is obliged to cooperate in a timely and appropriate manner and provide information as necessary for the provision of Additional Services by Global Changer.

8.4 With respect to Global Changer personnel providing Additional Services to the Customer, no employee leasing takes place. Customer staff or representatives may not instruct Global Changer personnel — only representatives of Global Changer may do so. Any matters related to Global Changer personnel affecting the Customer or Additional Services must be directed by the Customer's contact person to Global Changer’s contact person. Global Changer staff may not be integrated into the Customer’s company organization. Global Changer decides at its discretion how and where to deploy its resources (including staff) and plans service delivery according to the agreed content and scope of Additional Services.

8.5 The Customer is obliged to reimburse Global Changer for expenses and other costs (at cost price), if relevant, incurred in connection with the provision of Additional Services.

8.6 Additional Services are rendered during normal business hours and working days (Monday to Friday, excluding public holidays in Berlin, Germany).

8.7 Dates specified by Global Changer for the provision of Additional Services are non-binding planning dates unless expressly agreed as binding by both parties. If Global Changer is unable to provide Additional Services on time on binding dates, Global Changer will promptly notify the Customer in writing, stating reasons and the expected duration of the delay and will provide new dates.

8.8 If Global Changer is temporarily prevented from providing agreed services due to force majeure, delivery dates are postponed by the duration of the hindrance plus a reasonable recovery period. Force majeure includes, in particular, strikes, pandemics, natural disasters, interruptions in energy supply, and other similar events not attributable to Global Changer.

8.9 If the Customer fails to provide appropriate cooperation as per Clause 8.3, binding deadlines for Additional Services will be extended by a period equal to the delay, regardless of other provisions of the Service Agreement.

8.10 The collaboration of the parties, particularly regarding Additional Services, requires a special relationship of trust between Global Changer and the Customer. Therefore, during the Initial Term, any possible Renewal Term, and for twelve (12) months after, the Customer may not, without prior written consent from Global Changer, solicit or hire any employees of Global Changer involved in providing the Additional Services as its own employees or consultants.

9. CONFIDENTIALITY | CUSTOMER DATA

9.1 The Customer and Global Changer acknowledge that they have exchanged or will exchange certain business, technical, or financial information relating to Global Changer’s or the Customer’s business activities ("Confidential Information"). Confidential Information of Global Changer includes non-public information relating to features, functions, and performance of the Services, but is not limited to them. The Customer's Confidential Information includes all non-public data provided by the Customer to Global Changer to enable the provision of services or which the Customer provides during use of the Services (“Customer Data”).

9.2 The Customer and Global Changer will make reasonable efforts to protect each other's Confidential Information and not to use or disclose such Confidential Information to third parties (except as required to provide the Services or as otherwise permitted under these Terms). This does not apply after five (5) years from the date of disclosure and regarding information which the Customer or Global Changer can prove (A) is or becomes publicly available; (B) was already in possession of the Customer or Global Changer before receipt; (C) was lawfully made available to the Customer or Global Changer by a third party without restriction; (D) was developed independently without use of Confidential Information; or (E) must be disclosed by law.

9.3 Notwithstanding the foregoing, Global Changer has the right to collect and analyze data and other information relating to the provision, utilization, and performance of various aspects of the Services and related systems and technologies (including information relating to Customer Data and data derived therefrom), and Global Changer is free (A) to use such data and information to improve and develop the Services and for developments, diagnostics, and corrective purposes in connection with the Services and other offerings of Global Changer; and (B) to disclose such data and information solely in aggregated or otherwise anonymized form in connection with its business.

10. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS | TRADE NAMES AND LOGOS | FEEDBACK

10.1 Global Changer and its possible contractors are and remain the owners of all property and intellectual property rights, including copyrights, database rights, patents, trade secrets, trademarks, and all other intellectual property rights and technical solutions in and related to the Services. The Customer acknowledges that the rights granted to the Customer under a Service Agreement do not grant any ownership of the Services to the Customer.

10.2 All rights in the Customer Data and all Content, as well as in data based on or derived from the Customer Data or Content, remain with the Customer. The Customer grants Global Changer, during the term of the Service Agreement, a simple, non-transferable, sublicensable, geographically and materially unlimited (use) right to use the Customer Data and Content exclusively to the extent necessary for the provision of the Services. Global Changer is not liable for Customer Data or Content.

10.3 Global Changer reserves the right, at any time and without prior notice, to implement new versions and updates to the Services, in particular changes to the design, operational processes, technical specifications, systems, and other functions (or similar) of the Services.

10.4 The Customer agrees that Global Changer may refer to the Customer by company name, display its logo, and provide a short description in marketing materials and on Global Changer's website.

10.5 The Customer may, from time to time, submit suggestions for new features or functionalities of the Services or provide other feedback. Global Changer may freely consider such suggestions or feedback. The Customer grants Global Changer a fully paid-up, perpetual, sublicensable right to use such feedback for any purpose, free of charge.

11. DATA PROTECTION

The Customer and Global Changer undertake to always comply with the requirements of applicable legal provisions for the protection of privacy and data protection. In particular, Global Changer shall enter into a written agreement on the processing of personal data with the Customer, where reasonably requested by the Customer.

12. PAYMENT OF FEES

12.1 The Customer is obliged to pay Global Changer the fees for the Services and Additional Services listed in the Order (together, the “Fees”).

12.2 If the Customer's use of the Services exceeds the capacity specified in the Order (“Capacity”) or otherwise requires the payment of additional fees under the Service Agreement, such use will be invoiced separately, and the Customer must pay these additional fees as specified.

12.3 Global Changer reserves the right to change the Fees with effect for the following Renewal Term, by giving notice at least sixty (60) days before the end of the Initial Term or the then-current Renewal Term.

12.4 Unless otherwise specified, the Customer shall make all payments by credit card. Global Changer will provide the Customer with a secure link to upload the relevant credit card information. Global Changer may offer payments by bank transfer using payment information it provides. Global Changer may also offer payment by invoice, in which case the invoice must be paid in full within fourteen (14) days of the invoice date.

12.5 Global Changer is entitled to suspend the Customer’s access to the Services in accordance with § 320 BGB by notifying the Customer in text form (§ 126b BGB – a simple email is sufficient) if payments are not received within thirty (30) days of the due date.

12.6 The Fees do not include any taxes, duties, or charges of any kind; these shall be paid by the Customer.

13. TERM | TERMINATION

13.1 The Service Agreement begins on the date specified in the Order (“Effective Date”) and remains in force for the initial term indicated in the Order (“Initial Term”). The Initial Term shall automatically renew for successive periods equal to the Initial Term, unless otherwise agreed in writing (each a “Renewal Term”), unless either party gives notice of termination at least thirty (30) days before the end of the then-current term.

13.2 Ordinary termination of the Service Agreement by either Global Changer or the Customer before the end of the Initial Term or any Renewal Term is excluded. The right to extraordinary termination of the Service Agreement for good cause remains unaffected. Good cause exists in particular if: (A) either party materially breaches the Service Agreement and fails to cure such breach within thirty (30) days of written notice of the breach; (B) the Customer is more than forty-five (45) days in arrears with payment; (C) the Customer breaches the license restrictions in Section 3; (D) the Customer ceases payments or a material change in the Customer’s financial circumstances occurs.

13.3 Upon termination or the expiration of the Initial Term or any Renewal Term, Global Changer will block the Customer’s access to the Services and delete all Content (if any) that remains in Global Changer's possession after thirty (30) days.

14. LIMITED WARRANTY

14.1 It is the responsibility of the Customer to ensure that the description of the Services as stated in the Documentation meets their needs and requirements. The Customer is familiar with the essential functions and features of the Services. The scope, type, and quality of Goods and Services to be supplied or provided by Global Changer are determined by these Terms, the Order, and the Documentation. Other information only forms part of the Service Agreement if expressly agreed in writing between the Customer and Global Changer, or if so expressly confirmed in writing by Global Changer. Product descriptions, illustrations, test programs, etc., constitute mere specifications and are not guarantees or warranties of quality. Guarantees are valid only with written confirmation from Global Changer's management.

14.2 Global Changer warrants that the Services will have the material functionality described in the then-current Documentation for the Service version. In case of breach of this warranty, Global Changer shall use commercially reasonable efforts to adjust the Services so that they substantially conform to the Documentation. If Global Changer is unable to restore such functionality within thirty (30) days of written notice, the Customer may terminate the Service Agreement by written notice and receive a pro-rated refund of any prepaid but unused fees for unused access to the Services (if applicable). The Customer may exercise the above rights only if they notify Global Changer in writing of such breaches and have installed and configured the Services in accordance with the Documentation. Global Changer’s strict liability for initial defects under § 536a BGB is excluded. The Customer’s damage claims based on a breach of this warranty are subject to the limitations in Section 16.

14.3 The Customer acknowledges and agrees that Global Changer, in providing the Services, relies on information, documents, and other materials made available by or on behalf of the Customer. Accordingly, and subject to Sections 16.1 and 16.2, Global Changer assumes no responsibility for: (a) the correctness, completeness, integrity, and accuracy of such information, documents, or other materials; (b) any conclusion drawn by the Customer or a third party from any statement made by Global Changer based on such information, documents, and other materials; (c) the technical, scientific, legal, and commercial feasibility of a project, product, enterprise, or business transaction pursued by the Customer or a third party; (d) the economic and financial viability of a project, product, enterprise, or business transaction pursued by the Customer or a third party.

14.4 Under no circumstances is the Customer entitled to access the source code of the Services.

15. INDEMNIFICATION OBLIGATION

15.1 Without prejudice to any other contractual or statutory liability, the Customer undertakes to defend, indemnify, and hold harmless Global Changer, its Affiliates, suppliers, and distributors, at the Customer’s expense, against claims by third parties arising from a breach of Section 3 or in connection with the Customer’s use of the Services. The Customer must pay all costs and damages finally awarded against Global Changer by a competent court due to such claims. “Affiliate” means any company that directly or indirectly controls, is controlled by, or is under common control with Global Changer, or is a wholly owned subsidiary, where “control” means direct or indirect ownership of at least 51% of the shares or company capital.

15.2 In connection with an indemnification claim under this Section 15, Global Changer shall promptly inform the Customer of any claim likely to result in an indemnification obligation. Failure to notify does not release the Customer from their obligations unless such failure would significantly adversely affect the Customer’s legal defense. Global Changer may, at its expense and discretion, assist in the legal defense, but it is the Customer’s responsibility to undertake appropriate defense measures and negotiations, including settlements of such claims. Such settlements that are to bind Global Changer will only be effective when Global Changer has granted written approval; such approval may not be unreasonably withheld, conditioned, or delayed.

15.3 Global Changer agrees, at its own expense, to defend the Customer against third-party claims (or, at Global Changer’s option, to settle them), in which it is alleged that the Services infringe or misappropriate a third party’s patent, copyright, trademark, or other proprietary right or trade secret. Global Changer agrees to pay all costs and damages finally adjudicated by a competent court as a result of such a claim. If the use of the Services is or, in Global Changer’s sole discretion, could be the subject of such a claim, Global Changer may, at its option and expense, (A) replace the Services with functionally equivalent technology that does not infrinfringe any rights; (B) procure the right for the Customer to continue using the relevant Service; or (C) immediately terminate the Service Agreement in whole or in part and refund any prepaid Fees on a pro-rated basis (from the termination date) for the affected Services. The above obligation to pay damages by Global Changer does not apply: (i) if the Services have been modified by the Customer or a User; (ii) if the Services have been used with other products, applications, or processes not provided by Global Changer, but only to the extent the alleged infringement is caused by such use; or (iii) in case of unauthorized use of the Services. The above provisions resolve the Customer’s exclusive remedy for third-party claims based on infringement of intellectual property rights or trade secrets.

16. LIMITATION OF LIABILITY

16.1 Global Changer is liable without limitation for: (A) injury to life, body, or health caused by Global Changer, their legal representatives, or agents; (B) intentional or grossly negligent damages caused by Global Changer, their legal representatives, or executive employees; (C) intentionally caused damages by agents of Global Changer not mentioned in (B); (D) damages due to the absence of a guaranteed quality; and (E) claims under the German Product Liability Act (ProdHaftG).

16.2 Global Changer is liable for damages arising from the breach of material contractual obligations (cardinal obligations) by Global Changer, their legal representatives, executive employees, or agents. Cardinal obligations are essential duties the fulfillment of which enables the proper performance of the Agreement and on which the Customer regularly relies. If the breach of cardinal obligations is due to (A) simple negligence of Global Changer, their legal representatives or executive employees; or (B) simple or gross negligence by agents not mentioned in (A), Global Changer's liability is limited to the amount foreseeable by Global Changer at the time the relevant service was provided.

16.3 Subject to sections 16.1 and 16.2, Global Changer is not liable for damages arising from breach of non-cardinal obligations caused by: (A) simple negligence of Global Changer, their legal representatives, or executive employees; or (B) simple or gross negligence by agents not mentioned in (A).

16.4 Global Changer is not liable for losses, damages, or disadvantages incurred directly or indirectly by the Customer through unauthorized use of the Services to process Prohibited Data.

16.5 Global Changer is only liable for data loss up to the amount that would have occurred if the Customer had carried out proper and regular data backups.

16.6 Subject to Section 16.1, Global Changer's liability for damages arising from or in connection with the Service Agreement, whether in contract, tort, or otherwise, is limited to 150% of the total Fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to liability (plus Fees still to be paid).

16.7 Any further liability of Global Changer not covered by this Section 16 is excluded both in principle and in amount.

17. IT SECURITY

17.1 The Customer ensures that user IDs, passwords, and similar access data provided with their registration for the Services are stored and used securely, and are not accessible to or usable by third parties. The Customer is liable for any unauthorized use of the Services.

17.2 If there is any suspicion that an unauthorized person has obtained knowledge of a user ID and/or password, the Customer must immediately inform Global Changer and change the relevant user ID and/or password.

17.3 The Customer is liable for any losses or damages incurred by Global Changer through intentional or negligent disclosure of a user ID/password to third parties or if a user ID or password becomes known to an unauthorized party, unless the Customer immediately notifies Global Changer upon suspicion that this may have occurred.

17.4 Global Changer will take reasonable measures to ensure that the security of the Services meets applicable industry standards. The security measures of Global Changer are described in the Global Changer Security Policy, available to the Customer upon request.

18. SET-OFF PROHIBITION | LIMITATION OF RIGHT OF RETENTION

The Customer is only entitled to offset their own claims against claims of Global Changer or to exercise rights of retention if their claims: (A) have been finally determined by a court of law; (B) are undisputed; or (C) have been acknowledged by Global Changer.

19. ASSIGNMENT | RENEWAL

19.1 The Customer may not assign the Service Agreement without the prior written consent of Global Changer. Any assignment contrary to this Section 19 is void. Global Changer may, at its sole discretion, assign the Service Agreement and/or any associated rights in whole or in part to third parties.

19.2 Upon request by Global Changer, the Customer is obliged to promptly, but no later than fifteen (15) days, conclude a new agreement in a form reasonably stipulated by Global Changer to enable Global Changer to exercise its rights under this Section 19.

20. SEVERABILITY CLAUSE

Should a provision of the Service Agreement, including the Order and these Terms, be or become wholly or partially invalid or void, the validity of the remaining provisions will not be affected. The invalid or void provision will be replaced by a provision which comes as close as possible to what the parties would have agreed, within the limits of the law, in the sense and purpose of the original provision and the Service Agreement, if they had known of the invalidity or nullity. If the invalidity or nullity is due to a measure of performance or time (period or date) in the agreement, it will be replaced by a legally permissible measure that comes closest to the original. The above applies accordingly in the case of any unintended gaps in the Service Agreement, including the Order and these Terms. It is the express will of the parties that this severability clause is not merely a reversal of the burden of proof, but that § 139 BGB (German Civil Code) is waived in its entirety.

21. ENTIRE AGREEMENT | AMENDMENTS

21.1 The Service Agreement, including the Order and these Terms, constitutes the entire agreement between the Customer and Global Changer with respect to its subject matter and replaces all prior written or oral negotiations, arrangements, practices, or agreements between the parties in respect thereof.

21.2 Amendments or additions to these Terms must be made in writing. The same applies to agreements to deviate from or dispense with this written form requirement.

21.3 Global Changer may amend and/or update these Terms with effect for the future if this is required for technical, economic, or legal reasons and provided this does not constitute a change that would fundamentally alter the basis of the parties’ legal relationship, equivalent to entering into a new contract. Any changes to these Terms will be announced to the Customer in text form (an email is sufficient) at least six (6) weeks in advance of their intended effective date. The Customer may approve or object to these changes before the intended effective date. The changes are deemed accepted by the Customer if the Customer does not object before the intended effective date. Global Changer will explicitly notify the Customer of this in the announcement.

22. GOVERNING LAW | JURISDICTION

22.1 The Service Agreement and all (contractual or extra-contractual) disputes, disagreements, or claims arising out of or in connection with the Service Agreement or its subject matter or conclusion shall be governed by and construed in accordance with the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

22.2 For the resolution of contractual or extra-contractual disputes or claims arising out of or in connection with the Service Agreement, its subject matter, or its conclusion, the courts of Berlin (Germany) shall have exclusive jurisdiction.

23. FINAL PROVISIONS

23.1 The person who signs or otherwise accepts an Order and these Terms on behalf of the Customer represents and warrants that they have been duly authorized by all necessary and appropriate corporate actions to conclude the Service Agreement on behalf of the Customer.

23.2 Global Changer is entitled to engage subcontractors, including external software suppliers, to fulfill its contractual obligations in accordance with the Service Agreement.

23.3 The Customer may not assign their rights or obligations under the Service Agreement and these Terms without the prior written consent of Global Changer.

23.4 The Service Agreement does not establish a representative relationship, partnership, joint venture, or employment relationship, and the Customer is not authorized in any way to legally bind Global Changer in any manner.

Global Climate Changer GmbH Register Court: Berlin Charlottenburg, Germany, HRB 218334 February 2024 Global Climate Changer GmbH | Terms & Conditions | February 2024