General Terms and Conditions

1 Contracting parties

1.1 The contracting parties are telegra GmbH, Oskar-Jäger-Str. 125, 50825 Köln (“telegra”) and the Customer, who is not a consumer as defined by Art. 13 BGB [German Civil Code].

2 Scope and the relationship between GTC and BGB

2.1 These General Terms and Conditions (GTC) shall apply to all IT and telecommunications services provided by telegra to the customer during the term of contract.

2.2 These GTC are agreed upon with telegra together with the Service Level Agreement (SLA) and the Supplementary Terms and Conditions for Contracted Processing upon concluding the Master Service Agreement and shall apply to all contracts for individual services (individual service contracts) concluded with telegra during the term of contract. The product-specific Special Terms and Conditions (STC) shall apply to each individual service contract concluded with the customer. STC, SLA and the Supplementary Terms and Conditions for Contracted Processing supplement the GTC and shall take precedence over the latter if there are conflicting regulations.

2.3 An agreement on provisions deviating from the above contractual terms and conditions (contract amendments or modifications, deviating order processing agreement) shall only be effective if agreed in writing between the contracting parties and signed by both contracting parties. An electronic signature shall be sufficient.

2.4 As a rule, the exchange of the contractual documents shall take place electronically.

2.5 The acceptance of a guarantee for certain properties (quality) on the part of telegra shall require an explicit and written confirmation by telegra in order to be effective.

2.6 Any alternative business conditions imposed by a customer shall not apply, even if telegra has not expressly objected to such conditions.

2.7 Since the customer (B2B) is an entrepreneur, merchant, legal entity under public law or a special fund under public law, the GTC, STC, SLA, etc. shall also apply to all future individual service contracts in the above sense, even if they are not expressly included again.

3 Conclusion of contract

3.1 Upon electronic receipt by telegra of the service form signed by the customer, a Master Service Agreement has been concluded with the customer containing the GTC, SLA and the Supplementary Terms and Conditions for Contracted Processing applicable at the time of conclusion of the contract, unless otherwise agreed.

3.2 Individual service contracts will be concluded upon written acceptance of the customer’s order by telegra, at the latest upon provision/activation of the ordered service by telegra at the prices/price lists agreed with the customer and the content of the respective product-specific STC.

3.3 telegra shall remain free to accept the offers/orders of the customer.

3.4 telegra shall be entitled to review the customer’s creditworthiness before concluding the Master Service Agreement or during the contractual relationship. For this purpose, telegra may obtain suitable information from credit reporting agencies. The customer hereby consents to this. telegra shall disclose to the customer upon request the names and addresses of any credit reporting agencies consulted.

4 Performance by telegra

4.1 telegra shall provide the contractually agreed services, within the scope of the applicable laws and the given technical and operational possibilities, on the basis of the applicable contractual terms and conditions.

4.2 telegra shall be entitled to have the services owed provided by commissioned third parties as subcontractors, and to change or give notice to such third parties at telegra’s own discretion, provided this does not result in any disadvantages for the customer.

4.3 telegra shall be free to choose the network technology and technology used for providing the agreed services (e.g. network and transmission technology and protocols, technical infrastructure and platform as well as user interfaces) and, in particular to be able to react to technical innovations, shall be entitled to change these technologies at any time, as long as this does not lead to an impairment of the agreed services and the change in the technical requirements is reasonable. This shall also include, for example, changes due to amendments of legislation or official regulations.

4.4 If a service is provided to the customer as Software as a Service (SaaS) for web-based use, telegra shall be entitled to provide adjusted versions (updates) of the software and all related platforms and components (e.g. Session Boarder Controller, intelligent platform, ACD) at its own discretion. telegra shall electronically inform the customer of this in good time beforehand, including corresponding instructions for use, and make the updated version available to the customer accordingly. The customer shall make any necessary adjustments due to system updates to its systems.

4.5 Insofar as telegra provides services and performances free of charge, the customer shall have no claim to performance. telegra shall be entitled to discontinue, change or continue only against payment any services provided free of charge at any time with a notice period of one month after prior written notification. No claim for reduction, reimbursement or compensation shall arise from this.

4.6 During any Friendly User Tests/Proof of Concepts (PoC), limited availability of the services must be reckoned with. telegra shall endeavour to keep these restrictions as low as possible and to rectify any impairments of performance within their technical and operational possibilities, and to constantly optimise the tests.

5 Obligations of the customer

5.1 The customer undertakes to provide telegra, upon conclusion of the contract, with the information required for the execution of the contract (e.g. company name, address, bank details) and to keep this information up-to-date during the contractual relationship. Changes to the customer’s personal data shall be reported to telegra immediately.

5.2 Die Kommunikation mit dem Kunden erfolgt regelmäßig elektronisch per E-Mail. Dies gilt auch für die Mitteilung etwaiger Vertragsänderungen. Der Kunde erklärt sich hiermit einverstanden und verpflichtet sich, telegra bei Vertragsschluss eine gültige E-Mail-Adresse anzugeben, diese aktuell zu halten und seine E-Mailpostfächer regelmäßig zu sichten.

5.2 Communication with the customer shall regularly take place electronically by e-mail. This shall also apply to the notification of any changes to the contract. The customer hereby agrees and undertakes to provide telegra with a valid e-mail address upon conclusion of the contract, to keep it up to date and to regularly check its e-mail inboxes.

5.3 The customer shall also be obliged to comply, on its own responsibility, with the contractual terms and conditions and all national and international legal and regulatory provisions applicable in connection with the use of each agreed service and to use the provided services in a legally compliant manner.

5.4 The customer undertakes to use the services of telegra exclusively for the contractually agreed purpose and not to execute any applications that could lead to changes in the physical or logical structure of the infrastructure provided by telegra.

5.5 The customer also undertakes to create backup copies of data at risk of loss, in particular self-generated or stored data (e.g. recordings), at regular intervals (at least weekly), to the extent possible, in order to ensure that the data can be restored with as little effort as possible.

5.6 Furthermore, the customer undertakes to keep secret all personal access data and identification and authentication information received as part of the contract, not to pass them on to third parties and to keep them protected from access by third parties. The customer shall comply with statutory and customary security requirements and take appropriate measures to minimise the risk of unauthorised access by third parties to its computer systems and data. Insofar as there is reason to suspect that unauthorised persons have gained knowledge of the access data, the customer shall change these immediately. Personal access data may only be stored in encrypted form on electronic storage media. The customer shall immediately report any misuse of the services provided by telegra or any suspicion of such.

5.7 The customer is aware that the use of the services provided by telegra as SaaS (e.g. telegra ACD, telegra Control) requires suitable Internet access on the part of the customer. If the customer does not meet this requirement and is therefore unable to use the service, its contractual payment obligation shall remain unaffected.

5.8 If the customer violates legal or official provisions or its contractual obligations and if third parties, including government agencies, assert claims against telegra for omission, damages or in any other way, the customer, upon first re-quest, shall indemnify telegra internally against these claims during the term of the contract and thereafter. telegra shall invoice the customer for any costs arising from such violation of obligations. The indemnification by the customer shall also include any court costs and lawyers’ fees incurred in the course of legal action or legal defence; lawyers’ fees shall also include legal advice.

6 Use by third parties

6.1 Without the prior written consent of telegra, the customer shall not be permitted to provide the services provided to it by telegra to third parties for their sole use or for commercial use, or to act as a provider of telecommunications services itself, using the services provided by telegra, and offer telecommunications services, switching and inter-connection services to third parties or establish connections which result in payments to the customer by third parties.

6.2 Express written consent from telegra shall not be required only if and insofar as the customer, as a reseller, has telephone numbers switched by telegra for incoming and/or outgoing telephony, which have been assigned to a third party for use, in its own name and for its own account.

6.3 The same shall apply if the customer creates third parties (e.g. employees) as users in software provided to it by telegra as SaaS for web-based use (e.g. telegra ACD, telegra Contact Center) using the authorisations granted to it. Whether and to what extent the customer creates users is solely at the discretion of the customer. However, the cus-tomer shall be obliged to ensure that the authorisation management is organised in compliance with data protection requirements.

6.4 The customer shall pay all fees incurred through authorised or unauthorised use of the provided services provided by its users or other third parties, if the customer is responsible for this use. In respect of all charges incurred in its sphere, the customer shall bear the burden of proof that it is not responsible for such use.

6.5 The customer shall be liable for all breaches of duty by its users and other third parties who commit breaches of duty in the sphere controlled by the customer, unless the latter can prove that it is not responsible for the breaches of duty. The customer shall indemnify telegra and its subcontractors on first demand against all claims by third parties resulting from the violation of statutory or official regulations and/or contractual obligations. If the customer becomes aware that a violation is imminent or can recognise that such a violation is imminent, the customer shall be obliged to inform telegra immediately.

6.6 The customer shall be obliged to inform its users, in good time before the start of use, about the applicable legal and regulatory provisions and the details of this contract, in particular about the rights and obligations from this contract.

7 Rights of use and licensing rights

7.1 Insofar as software is provided to the customer by telegra for web-based use as SaaS in accordance with these GTC, the customer and the users set up by it shall be granted a non-exclusive right of use limited to the contractual purpose and the agreed term of the respective individual service contract. Insofar as the right to use software not developed by telegra is concerned, the right to use shall be granted in accordance with the licence conditions of the manufacturer or distributor. The customer shall not be granted any further rights, in particular to the software or the infrastructure services provided in the respective data centre. Any further use shall require the prior written consent of telegra.

7.2 During the term of contract, the customer shall be permitted to access the contractual services by means of telecommunication (via the Internet) and to use the functionalities offered by the software via a browser in accordance with the contract.

7.3 If claims are made against the customer by third parties due to an alleged infringement of industrial property rights in connection with the software provided by telegra, any appropriate defence measures, settlement negotiations or the conduct of any legal disputes shall in all cases be reserved by telegra or the relevant manufacturer or distributor. The customer shall only acknowledge claims asserted against it with telegra’s written approval. The customer shall be obliged to provide telegra or the manufacturer or distributor with appropriate support in the conduct of legal disputes and settlement negotiations.

7.4 The parties shall notify each other immediately in writing if claims are asserted against them for infringement of third-party rights.

8 Contractual amendments and price changes

8.1 telegra reserves the right to change its contractual conditions and prices unilaterally for the future at its reasonable discretion in accordance with Art. 315 BGB (German Civil Code). Contractual changes may be necessary in particular in the event of a change in the legal situation, supreme court rulings or market conditions. A unilateral price increase may occur, in particular, to compensate for increased costs in the non-regulated area if third parties from whom telegra obtains necessary services increase their prices.

8.2 telegra shall notify the customer of any contractual amendments and price changes in text form with a notice period of at least one month, but no more than two months, before the notified change take effect. The customer shall have the right to terminate the individual service contract or master agreement affected by the contractual amendment or price change in text form (e.g. e-mail) without observing a notice period, at the earliest as of the time the change will take effect. The customer may give notice of termination within three months of receipt of the notice of change. If the customer does not give notice of termination in text form, the changes shall become part of the contract at the time they take effect. telegra shall inform the customer of this consequence in the notice of change.

8.3 The customer shall not have an extraordinary right of termination in the case of contractual amendments and price increases if the changes

• are exclusively to the customer’s advantage, or
• are of a purely administrative nature and do not have any negative effects on the customer, or
• arise directly from Union law or national law.

8.4 Clauses 8.2 to 8.3 shall not be applicable to contracts for number-independent interpersonal telecommunications services. In this respect, a notice period of one month and a special right of termination in text form shall apply when the contractual amendment/price increase takes effect. If the customer does not give notice of termination, the changes shall become part of the contract at the time they take effect. telegra shall inform the customer of this consequence in the notification of change. The use of telegra’s services by the customer after the notified contractual amendment has come into force shall be deemed to be acceptance by conclusive behaviour.

8.5 In the event of a change in the amount of the statu-tory VAT, telegra shall be obliged to adjust the prices accordingly.

9 Invoicing, terms of payment

9.1 The customer shall be obliged to pay the agreed prices.

9.2 telegra shall invoice their services to the customer on a monthly basis, i.e., on the last day of each month for the calendar month.

9.3 The prices to be paid by the customer for the services of telegra shall become due on receipt of the invoice. If electronic invoicing has been agreed, the invoice shall be sent to the customer by e-mail or made available for retrieval in the telegra Control customer portal. The date on which the invoice is made available or sent by e-mail shall be deemed to be the date of receipt of the invoice.

9.4 The invoice amount shall be paid to the account specified in the invoice. In the case of a SEPA direct debit mandate issued by the customer, telegra shall not debit the invoice amount from the agreed account before the seventh day after receipt of the invoice and the SEPA advance notice (pre-notification). Fees and processing costs from a return debit note shall be borne by the customer in the amount of at least 5 euros, insofar as the return debit note results from causes from the customer’s area of responsibility. telegra shall have the right to prove higher, and the customer shall have the right to prove lower costs of the return debit note.

9.5 As a rule, the agreed prices are always net prices in euros plus the statutory value added tax applicable at the time the service is provided. Prices agreed in foreign currency shall be converted into euros (without taking into account the respective sales tax of the country) at the daily exchange rate of the last day of the invoiced month. Currency fluctuations, in particular in the context of chargebacks, shall be borne by the customer.

9.6 One-off prices (e.g. set-up costs) shall be paid with the first current invoice.

9.7 Monthly prices (e.g. monthly provision fees) shall be due from the month in which the service is provided in serviceable condition or its performance effected for the first time. There shall be no pro rata calculation.

9.8 Usage-based prices (e.g. connection fees) shall be paid in each case after provision of the service. Connection services shall be charged exclusively on the basis of the traf-fic data logged by telegra. Any data collected by the custom-er itself or statistical information disclosed by telegra for information purposes in the customer portal shall not be relevant to invoicing.

9.9 telegra shall be entitled to offset credit notes against their own due receivables.

9.10 The customer shall indemnify telegra against all bank charges resulting for telegra from payment transactions with the customer, in particular charges for unauthorised return debit notes. telegra shall charge these to the customer.

9.11 If telegra retains the service (block) for reasons for which the customer is responsible, the customer shall remain obliged to pay the one-off, monthly and other prices.

9.12 Offsetting by the customer shall only be permitted in cases of legally established or undisputed claims. The same shall apply to the exercise of a right of retention. An assignment of claims by the customer shall require the writ-ten consent of telegra.

10 Invoice disputes

Complaints or objections against settlement amounts (invoices, credit notes) must be received by telegra in writing within eight weeks of receipt of the invoice at the latest, otherwise invoices and credit notes shall be deemed to have been approved by the customer. telegra shall inform the customer of this in the invoice. The customer’s legal claims in the event of complaints after the deadline shall remain unaffected.

11 Default in payment and blocking

11.1 The customer shall be in default of payment of invoice orders or other monies payable to telegra, without a separate reminder, if payment is not made to telegra within 30 days of the due date and receipt of the invoice.

11.2 If the customer is in default of payment, telegra shall be entitled to charge the customer default interest in accordance with Art. 288 (2) BGB [German Civil Code] (interest on arrears B2B) from the date the customer is first in default. Both parties shall be at liberty to evidence a higher or lower loss. In the event of default, telegra may also charge a lump sum processing fee in the amount of 10 euros.

11.3 telegra shall be entitled to prevent (block) the use of the contractual services in accordance with Art. 61 TKG if the customer is in default of payment obligations of at least 100 euros. In this case, the customer shall remain obliged to pay the monthly prices.

11.4 Furthermore, telegra shall be entitled to withhold the service or block access if

a. the customer violates essential legal or official regulations or obligations from the contract (GTC, STC and/or other contractual terms and conditions) (e.g. misuse of the services), or

b. an atypical call volume occurs and facts justify the assumption that this is not caused by the customer itself, but e.g. by authorised or unauthorised third parties, and it is to be expected that the customer will object to the demand for payment, or

c. a threat to telegra’s systems or a threat to public safety is imminent.

telegra will, if possible, give the customer the opportunity to comment before blocking/withholding the service, but will inform the customer of the measure at the latest when blocking/withholding the service. If the services are blocked or retained for reasons for which the customer is responsible, the customer shall still be obliged to pay the monthly fees.

12 Liability of telegra

12.1 Insofar as telegra, as a provider of publicly accessible telecommunications services, is obliged to reimburse the customer for financial loss or to pay compensation, telegra shall be liable in accordance with Art. 70 TKG, limited to a maximum of 12,500 euros per customer. The limitation of liability shall not apply if the obligation to pay damages or compensation was caused by telegra’s intentional or grossly negligent conduct, or to claims for compensation for damages resulting from the delay in the payment of damages or compensation.

12.2 Outside the scope of application of Art. 70 TKG, telegra shall be liable in accordance with the following provi-sions:

12.3 telegra shall have unlimited liability for property or financial damages caused deliberately or with gross negligence, and in case of an express and written acceptance of a guarantee for the absence of the warranted property.

12.4 In cases of slight negligence, telegra shall be liable without limitation for injuries to life, body or health. Other-wise, telegra shall only be liable for slight negligence if an obligation is violated, the fulfilment of which is a prerequisite for the proper execution of the contract, the violation of which endangers the achievement of the purpose of the contract, and the observance of which the customer can regularly rely on (so-called cardinal obligation). In the event of a breach of a cardinal obligation, liability shall be limited to the foreseeable damage typical for the contract. telegra’s liability shall also be limited to an amount of 12,500 euros per event of damage. For several cases of damage in one contractual year, liability shall be limited to a total of 25,000 euros. Liability for loss of profit and other consequential damages shall be excluded.

12.5 telegra shall be liable for the loss of data in cases of slight negligence under the conditions and to the extent of Clause 12.4 and only insofar as this loss could not have been avoided by appropriate precautionary measures taken by the customer, in particular by making back-up copies of the data and programmes. Liability shall be excluded for data that have not been generated for technical reasons.

12.6 A liability for damages regardless of negligence or fault (Art. 536a BGB) for defects existing at the time of conclusion of the contract for services provided as SaaS shall be excluded to the extent permitted by law.

12.7 Liability for all other damages shall also be excluded.

12.8 Liability in accordance with the provisions of the Product Liability Act shall remain unaffected.

12.9 To the extent that liability of telegra is effectively excluded or limited in accordance with the above clauses, the same shall also apply to the personal liability of employees, other staff, governance bodies, representatives and subcontractors of telegra.

12.10 All liability claims, on any legal basis whatsoever, shall become time-barred twelve months after the injured party has become aware of the circumstances giving rise to the claim. Excluded shall be cases of wilful damage, liability under the German Product Liability Act and tort. In these cases, the legal period of limitation shall apply.

13 Force majeure

13.1 Neither of the parties shall be responsible for delays in delivery and impairments of performance due to events of force majeure. telegra shall be released from its obligation to perform in the event of force majeure.

13.2 Events of force majeure shall be deemed to include, in particular, strikes, lawful industrial action, war, terrorist attacks, riots, natural disasters, epidemics, pandemics, fire, sabotage attacks by third parties (e.g. through denial of service attacks), the loss of permits through no fault of the parties, or an area-wide power failure, or other circumstances which are unforeseeable, serious, for which the parties are not responsible, and which occur after the conclusion of this contract.

13.3 The parties shall notify each other of the occurrence of any force majeure event.

14 Non-availability of third-party service

To the extent that telegra has to perform or provide a service which is dependent on the required services of third parties (e.g. transmission paths or services of other network operators), the contractual obligation of telegra shall be subject to the condition that the required services are available. The same shall apply to events of impairment of the required services. telegra will inform the customer of the unavailability or impairment as soon as they become aware of it. Liability on the part of telegra due to the unavailability or impaired availability of third-party services shall insofar be excluded.

15 Impairments of performance

15.1 telegra shall provide their customers with a fault hotline for fault reports and eliminate faults in accordance with their SLAs and given technical and operational possibilities.

15.2 The customer shall be obliged to report without delay faults in telephone traffic or in the availability of the software to be provided for use.

15.3 Provided that the availability agreed in the SLA is maintained, the customer shall not be entitled to any liability claims due to or in connection with a fault, unless the fault was caused by telegra intentionally or through gross negligence. The remaining provisions of section 12 of the GTC shall remain unaffected.

16 Securities

16.1 telegra shall be entitled to make the acceptance of the customer’s offer for services dependent on a security deposit (bond).

16.2 If the customer has not provided security in accordance with clause 16.1, or if the customer has provided security in accordance with clause 16.1 but this is less than the amount specified in clause 16.3, telegra shall be entitled to demand security from the customer after the start of the contract if the customer is more than 30 days in arrears with payment obligations. If the security is not provided to telegra within a further 14 days of the request, telegra shall be entitled to give extraordinary notice of termination of the con-tract.

16.3 The security must be provided on request by telegra, without prejudice to other legal and contractual rights, in cash or by a directly enforceable, unlimited and irrevocable bank guarantee of a German bank in favour of telegra, in the amount of the sum of the invoice amounts of the last four (4) months prior to the occurrence of the default. The bank shall waive the defences under Articles 768, 770 (1), 771 BGB..

16.4 In the event of an increase in the volume of the contract, telegra shall be entitled to demand a corresponding adjustment of the security provided.

16.5 The security deposit shall be returned after termination of the contract if there are no more claims against the customer. telegra shall be entitled to satisfy itself from the security deposit in the event of default in payment by the customer. In this case, the customer shall be obliged to replenish the security to the original amount within a period of two (2) weeks.

17 Term of contract, termination

17.1 The Master Service Agreement cannot be termi-nated until such time as the last individual service contract may be terminated.

17.2 Unless otherwise agreed, the Master Service Agreement and the individual service contracts shall be for an indefinite term, and may be terminated by either party with one month’s notice to the end of a month. This is with-out prejudice to a right of extraordinary termination for cause for both parties.

17.3 Termination by telegra for good cause shall be permitted in particular where the customer is at least two monthly payments in arrears in respect of its fees payable to telegra, or where insolvency opening proceedings have been instituted against it or against telegra, or the opening of the insolvency proceedings has been declined due to lack of assets, or if there is a threat of overindebtedness. telegra shall also be entitled to termination of the contract as a whole or of individual services (individual service contracts) without notice if the customer repeatedly breaches material contractual obligations.

17.4 The porting of telephone numbers to other network operators shall be excluded during the current contractual relationship with telegra. Rather, such porting can only take place at the end of the relevant contract.

17.5 The termination of the Master Service Agreement and the individual service contracts must be made in writing in order to be effective.

18 Data protection and privacy of telecommunications

18.1 telegra shall collect, process and use the customer’s personal data as the responsible party within the meaning of Art. 6 DSGVO, in accordance with the provisions of data protection law and in compliance with the secrecy of telecommunications. Processing shall be carried out to the extent that this is ordered or permitted by law, that it necessary for the fulfilment of the contractual services or for the protection of the legitimate interests of the responsible party or a third party, or that it is covered by a corresponding consent of the customer. More detailed information on data processing can be found at www.telegra.com/en/privacy-policy. The personal data shall be deleted after termination of the contract between telegra and the customer, taking into account the statutory retention obligations.

18.2 In the event that personal data is processed on be-half of the customer, telegra shall collect, process, use or access personal data exclusively within the scope of the agreement reached and in accordance with the customer’s instructions. In the case of contracted processing, the customer shall remain the “master of the data” in terms of both contract law and data protection law.

18.3 telegra shall make their respective staff entrusted with data processing functions aware of the legal aspects of data protection, and obtain a written undertaking to comply with data secrecy (Art. 53 BDSG) and telecommunications secrecy (Art. 3 TTDSG).

18.4 With respect to the use of the software provided, the customer assures that it will observe all data protection requirements (e.g. obtaining consent, participation of the works council) when processing personal data.

18.5 telegra shall provide the customer with options for uploads and downloads, e.g. of statistics, announcements in the customer portal telegra Control, options for encryption via sftp or https for use by the customer. An encrypted end-to-end transmission of e-mail correspondence will be set up by telegra following a separate written order from the customer. Insofar, the customer decides on the various options on its own responsibility.

19 Confidentiality obligation

19.1 The contracting parties undertake to maintain mutual confidentiality. The confidentiality obligation shall include all confidential information about the other contracting party which comes to the knowledge of the respective other contracting party within the contract. Confidential information shall also include trade secrets within the meaning of Art. 2 of the German Trade Secrets Act (GeschGehG). The contracting parties shall ensure that trade secrets are not dis-closed to third parties. Confidential information and trade secrets shall include, in particular, knowledge of the procedures and business methods of each contracting party, and its company in technical and commercial and other respects. The terms and conditions of each individual service contract shall also be subject to confidentiality.

19.2 The confidentiality obligation shall apply to all information, regardless of whether it has been expressly marked as confidential or secret or as a trade secret, unless the information was obtained outside the contract by legal means, is generally known or the respective contracting party is obliged to disclose it by a legal or official order, or there is a prior written consent of the other contracting party to disclose it to third parties. Subcontractors, etc. who require the information for the performance of the contract shall not be deemed to be third parties in this respect. The confidentiality obligation shall continue to exist for a period of two years after termination of the contract. Further legal obligations and rights (e.g. from GeschGehG) shall remain unaffected.

19.3 The parties agree that the transfer of confidential information does not entail a transfer of intangible or tangible property rights and rights of use, unless this results from another provision of this contract (e.g. from obligations to cooperate or the granting of rights of use).

20 Settlement of disputes

The customer may initiate an arbitration procedure with the Telecommunications Arbitration Board of the Federal Network Agency concerning a matter referred to in Art. 68 TKG by submitting an application if a dispute arises between the customer and an operator of public telecommunications networks or a provider of publicly available telecommunications services. Details of the arbitration procedure are regulated in an arbitration regulation of the Federal Network Agency.

21 Other provisions

21.1 If one or more of the conditions of these GTC should be invalid due to legal provisions, the validity of the remain-ing terms and conditions shall not be affected. The parties undertake to replace a condition that have become invalid with a condition that is equivalent in terms of its economic effect.

21.2 This contract may only be transferred to a third party with the prior consent of the other contracting party, unless it is transferred by telegra to an affiliated company in accordance with Art. 15 AktG.

21.3 German law shall apply to this contract. Such law shall also apply if the customer has its domicile abroad. The UN Sales Convention shall not apply.

21.4 The place of jurisdiction for disputes arising from or in connection with this contract shall be Cologne if the customer is classified as a “merchant” [“Kaufmann”], a legal entity under public law or a special fund under public law. Any exclusive place of jurisdiction shall have priority.

As at: 07/01/2022