Hyground

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Terms of Use

Terms of Use for the "Hyground" software by Hyground GmbH, Versmannstraße 2, 20457 Hamburg, Germany.

Licensor: Hyground GmbH, Versmannstraße 2, 20457 Hamburg, Germany Last updated: 16.01.2026 Binding version: This English text is a convenience translation. The legally binding version of these Terms of Use is the German original ("Nutzungsbedingungen"). In the event of any discrepancy, the German version prevails.

Preamble

Hyground GmbH, Versmannstraße 2, 20457 Hamburg ("Licensor") offers its customers ("Licensee") the software "Hyground", a software solution that, with the help of artificial intelligence, acts as an intelligent assistant in (third-level) support: it analyses IT incidents, identifies their root causes and proposes appropriate resolution suggestions to facilitate remediation. It can additionally be used as a virtual co-pilot and sparring partner for technical questions and analyses in the context of the Licensee's platform and running-system infrastructure ("Software").

The parties have agreed, where applicable on the basis of the positive results of a previously conducted evaluation phase ("Proof of Concept" or "PoC Phase"), on the use of the Software by the Licensee under a usage agreement (the "Order Form"). These Terms of Use apply in addition to the provisions of the Order Form. Together, the Order Form and these Terms of Use constitute the "Agreement".

I. General Terms; Terms for Paid Use of the Software

1. Subject Matter of the Agreement

1.1. The subject matter of this Agreement is the provision of the Software and, where applicable, additional optional services that the Licensee may use. The Licensor provides the Software in accordance with the provisions of clause 9 for the duration of the contract term for installation in the Licensee's system environment. The Software is provided by the Licensor for the duration of the contract term for installation in the Licensee's system environment (on-premises or private cloud). The Software is not operated by the Licensor as a SaaS solution; there is no connection to Licensor systems and no data outflow to the Licensor. For this purpose, the Licensee receives an automated installation package containing all files and parameters required to install and configure the Software components ("Helm Chart"), which the Licensee installs and operates in its own system environment under its own responsibility.

1.2. The Licensor's offer to use the Software is directed exclusively at businesses (Unternehmer).

1.3. The scope of use is defined in the Order Form. In the event of conflicts between the provisions of the Order Form and these Terms of Use, the Order Form prevails.

1.4. The functional scope of the Software as well as the system requirements are set out in detail in the Service Description (Annex 1).

1.5. The Licensor is permitted to engage subcontractors for the provision of any services under this Agreement.

1.6. The Licensee's general terms and conditions do not form part of this Agreement unless the Licensor expressly agrees to their application.

2. Provision, Installation, Technical Requirements, Availability

2.1. The Licensor provides the Licensee with the Helm Chart required to install the Software, together with the related technical documentation, in digital form. Delivery takes place, by mutual agreement on a case-by-case basis, via a download link, a container-registry access, or an agreed repository. Upon successful digital delivery of the Helm Chart, the provision of the Software by the Licensor is deemed complete.

2.2. The Licensor also transmits to the Licensee the access credentials and technical instructions required for the installation and use of the Software. The Licensee is obliged to keep these access credentials confidential and to protect them against access by unauthorised third parties by suitable measures in accordance with the state of the art. If there is a suspicion that unauthorised third parties have obtained knowledge of the access credentials, the Licensee shall inform the Licensor without delay.

2.3. The Software remains entirely within the Licensee's system environment throughout the contract term. Installation, configuration and commissioning of the Software are the sole responsibility of the Licensee. The parties may agree that the Licensor provides installation and configuration support to the Licensee against separate remuneration.

2.4. The Licensee is solely responsible for its system environment, in particular for its installation and operation, for the internet connection required to use the Software, and for the procurement, installation and operation of an internet browser. The Licensee ensures that its system environment meets the technical requirements defined by the Licensor in the Technical Minimum Requirements for the Software (Annex 2). The Licensee bears all costs required for this. This also applies to any hardware and software acquired during service delivery on the recommendation of the Licensor.

2.5. The Software is technically dependent on a connection to a Large Language Model ("LLM") provided by the Licensee. The LLM is not part of the Software licensed by the Licensor. The Licensee, at its own cost, provides a suitable LLM that meets the technical minimum requirements defined in Annex 2. Compliance with all licensing and usage terms of the LLM provider as well as the lawfulness of data processing in connection with LLM use are the sole responsibility of the Licensee. The Licensee warrants that a technically and legally permissible connection of the Software to the LLM is possible. The Licensee further ensures that the necessary infrastructure and all required accesses and permissions for connecting the Software to the LLM are made available.

2.6. The Software may, in accordance with the Service Description (Annex 1), be connected to other third-party software provided by the Licensee. Such connection takes place exclusively at the Licensee's risk and responsibility. Compliance with all licensing and usage terms of the third-party software as well as the lawfulness of data processing in connection with the integration are the sole responsibility of the Licensee. The Licensee warrants that a technically and legally permissible connection of the Software to the third-party software is possible. The Licensee further ensures that the necessary infrastructure and all required accesses and permissions for connecting the Software to the third-party software are made available.

2.7. The Licensor is responsible for the availability of the Software only in the sense of proper development and technical provision for download, insofar as this falls within its own sphere of influence or that of its commissioned third parties. The sphere of influence includes in particular the provision of the Software through agreed channels. The Licensor accepts no liability for outages, malfunctions or restrictions outside the Licensor's sphere of influence that may affect the availability of the Software, in particular those caused by the system environment, internet connection or other circumstances at the Licensee's end.

3. Further Cooperation Obligations of the Licensee

3.1. The Licensee provides the Licensor with all information, data, content and documents required for service delivery in a timely and complete manner, and otherwise performs all required cooperation actions. The Licensee bears all costs and expenses incurred as a result.

3.2. The Licensee ensures, at its own cost, that a functioning data connection exists between the end-user devices used for the Software and the communications server operated by the Licensee. The Licensee is likewise responsible for the maintenance and updating of that communications server's operating system.

3.3. The Licensee is solely responsible for the content uploaded and the data processed within its enterprise in the course of using the Software, and shall ensure that these do not infringe third-party rights or applicable law. The Software serves as an intelligent assistant in (third-level) support and uses artificial intelligence to assist in analysing IT incidents, identifying their root causes, and producing automated suggestions for fault diagnosis and remediation. It can further be used, with the help of artificial intelligence, as a virtual co-pilot and sparring partner for technical questions and analyses in the context of the platform and infrastructure of the running system, and can also support the automated answering of relevant questions. The Software draws on available information from the Licensee's respective system context. The Licensor performs no substantive or quantitative verification of the data entered, processed or evaluated by the Licensee regarding accuracy, completeness, plausibility or suitability for specific use cases. The Licensee is responsible for reviewing and assessing the Software's results on its own responsibility before using them.

3.4. The Licensee is solely responsible for data backups.

3.5. If the Licensee fails to perform required cooperation actions, in particular those set out in clause 2 and this clause, or does not perform them fully or in time, the Licensor is released from its performance obligation for the duration and to the extent that proper performance depends on the Licensee's timely and complete cooperation. If this causes additional effort for the Licensor, the Licensor is entitled to invoice such additional effort at the hourly rate agreed in the Order Form.

4. Grant of Usage Rights; Scope of Use

4.1. Subject to payment of the agreed remuneration, the Licensee receives a non-exclusive, non-transferable and non-sublicensable right to use the Software in accordance with these provisions and within the agreed purpose of use (the "Licence"). This Licence is limited to the term of this Agreement and entitles the Licensee to install, run, access and use the Software in the version current at the time of contract conclusion as well as in all updates and upgrades made available during the contract term in accordance with this Agreement. Use is limited to the number of authorised usage units agreed in the Order Form, in each case to the extent specified there.

4.2. Access and use are further limited to the functionalities defined in more detail in the Service Description (Annex 1), as well as to the technical prerequisites (Annex 2) and system compatibilities specified there.

4.3. Unless expressly agreed otherwise, the foregoing usage rights apply only in the country in which the Licensee has its registered office.

4.4. The Licence granted to the Licensee includes the right to take all actions reasonably connected with the use of the Software, including the creation of as many copies of the Software as are necessary to enable installation and use in accordance with this Agreement, and the maintenance of a reasonable number of backup copies thereof.

4.5. The Licensee undertakes to comply with the agreed licence scope. Any exceedance of this scope requires the Licensor's prior written consent. For each exceedance of the agreed licence scope, the Licensor is entitled, at its option, to demand cessation or additional reasonable remuneration.

4.6. The Licence is valid only for use by the Licensee itself. If the Licence is to be used by an enterprise affiliated with the Licensee within the meaning of section 15 of the German Stock Corporation Act (AktG), this requires a separate agreement.

4.7. The Licensee acknowledges that all exclusive rights in the Software, the underlying technologies and the provided documentation belong to and remain with the Licensor. No provision of this Agreement is to be construed as transferring to the Licensee rights in the Software or in any of its components beyond the usage rights expressly granted. All rights not expressly granted remain with the Licensor.

4.8. The Licensee shall use the Software in accordance with the Software's intended purpose, the provisions of this Agreement, applicable law, and only within the agreed scope. In particular, the Licensee is prohibited from:

  • 4.8.1. making the Software available to third parties outside the agreed user group for their business activities;
  • 4.8.2. modifying, decompiling, disassembling, reverse-engineering or otherwise altering the Software or parts of it, or attempting to obtain the source code;
  • 4.8.3. using the Software or parts of it to develop a competing software solution or service, or to assist a third party in doing so;
  • 4.8.4. using the Software to distribute unlawful, illegal or otherwise infringing content;
  • 4.8.5. selling, reselling, leasing, renting, lending, transferring, sublicensing or otherwise commercially exploiting the Software or parts of it without the Licensor's prior written consent;
  • 4.8.6. making copies of the Software or parts of it, except as expressly permitted;
  • 4.8.7. disabling, modifying or circumventing any licence management system or other security mechanism provided with the Software;
  • 4.8.8. removing, altering or obscuring proprietary, trademark or copyright notices of the Licensor or third parties.

4.9. The Licensee's rights under sections 69d and 69e of the German Copyright Act (UrhG) remain unaffected by this clause 4.

4.10. Upon termination of the Agreement, the usage rights end automatically, without any declaration by the Licensor being required.

5. Open Source

The Software contains open-source software components. The use of these components is governed exclusively by the corresponding terms of use of the open-source software components, which are transmitted and/or referenced together with the open-source software components. In the event of conflicts or contradictory provisions between open-source licence terms and the provisions of these Terms of Use, the open-source licence terms prevail.

6. Licence Audit

The Licensor is entitled to verify whether the Software is being used in accordance with the provisions of this Agreement. For this purpose, the Licensor may demand information from the Licensee, in particular regarding the period and extent of use of the Software, and may, during normal business hours and with reasonable prior notice, access the Software in use at the Licensee's premises ("Audit"). The Audit is carried out at most once per year, or upon reasonable cause to assume a breach of the usage right (clause 4), for a maximum period of 5 years after termination of the Agreement.

7. Support

7.1. Support requests are generally processed on business days (Hamburg, Germany) between 8:00 and 17:00.

7.2. Support requests shall be submitted in writing by email to support@hyground.ai with a comprehensible description of the issue, where possible substantiated by written records, screenshots or other documents evidencing the defects. The defect notice should enable reproduction of the issue.

8. Updates

8.1. During the term of this Agreement, the Licensor regularly makes updates of the Software available to the Licensee. Updates comprise in particular bug fixes, security-relevant patches, and minor functional improvements that the Licensor publishes generally for the relevant software version and that are intended to improve the Software. The Licensor ensures that updates do not impair the functions, security or performance characteristics of the Software existing at the time of provision.

8.2. The proper installation, configuration and integration of the updates provided by the Licensor into the Licensee's system environment is the sole responsibility of the Licensee. Upon request, the Licensor may support the Licensee here against separate remuneration as part of support services.

8.3. The Licensee undertakes to install security-relevant updates within a reasonable time after their availability. For other updates (including functional improvements and enhancements), this obligation only applies if the version of the Software used by the Licensee is more than two major versions behind the current version of the Software provided by the Licensor. If such updates are not installed in time, the Licensor is not liable for any resulting security defects or operational disruptions. In such cases the liability limitations under clause 13 apply.

8.4. This Agreement does not include upgrades to new main functionalities, i.e. substantial further developments of the Software that contain new functions or services and go beyond updates, unless expressly and separately agreed. The acquisition of an upgrade requires a separate licensing and remuneration arrangement.

9. Contract Term, Renewal, Termination

9.1. The Agreement commences on the date specified in the Order Form ("Effective Date") and has a term of twelve (12) months, unless otherwise agreed in the Order Form ("Initial Term").

9.2. Unless this Agreement is terminated by one of the parties with three (3) months' notice to the end of the Initial Term, it is automatically extended for further twelve (12) months at a time ("Renewal Term"). The same applies correspondingly to the end of each Renewal Term.

9.3. The parties' right to terminate the Agreement extraordinarily for cause remains unaffected.

9.4. Termination requires the written form.

9.5. Upon termination of the Agreement, all usage rights granted to the Licensee in the Software expire immediately and the Licensee shall cease use of the Software, uninstall it, and irreversibly delete any remaining software residues from the Licensee's system environment. This deletion obligation does not cover customer-specific data that arose locally at the Licensee's premises in the course of Software use (e.g. representations or summaries generated by the Software of resolved tasks and problem-solutions). The Licensee is entitled to retain and continue to use such data. Upon the Licensor's request, the Licensee shall confirm in writing the fulfilment of the foregoing obligations.

10. Remuneration and Payment Terms

10.1. The Licensee is obliged to pay the remuneration agreed in the Order Form.

10.2. Unless stated otherwise, all prices are net prices and exclusive of any applicable VAT.

10.3. The monthly fee is payable in advance at the beginning of each calendar month. Unless agreed otherwise, the Licensee pays the invoiced amount without deduction immediately.

10.4. All payments due are made in euros and, unless the parties have agreed otherwise in writing, electronically by bank transfer to the account communicated by the Licensor.

11. Indemnification

11.1. The Licensee shall indemnify the Licensor against all claims, disputes, losses, damages, expenses, costs (including court costs and attorneys' fees) and liabilities ("Losses") arising out of or in connection with:

  • 11.1.1. the Licensee's use of the Software in breach of these Terms of Use;
  • 11.1.2. any breach by the Licensee of the obligations or prohibitions set out in clause 4.8 (usage restrictions) and in clauses 2 and 3;
  • 11.1.3. any claim arising from content of the Licensee distributed via the Software having caused damage to a third party.

11.2. In the event of any such third-party claim, the Licensee shall provide the Licensor with all information necessary to assess and defend against the claim. The Licensee shall provide the information promptly, truthfully and completely.

12. Warranty

12.1. The warranty is governed by the following provisions and otherwise by the statutory warranty rules.

12.2. The Software provided by the Licensor materially complies with the Service Description under this Agreement. For update, upgrade and new-version deliveries, defect claims are limited to the new elements of the update, upgrade or new version compared with the previous version.

12.3. To the extent that rental law provisions apply, it is agreed by way of derogation that the Licensor is not liable, without fault, for damages that already existed at the time of delivery of the Software (§ 536a para. 1 BGB) and that the Licensee's right to remedy defects itself (§ 536a para. 2 BGB) is excluded.

12.4. Without express confirmation, the Licensor provides no additional warranty for the Software.

12.5. The Licensor's warranty does not apply for defects caused by the following:

  • 12.5.1. the Licensee or its staff having used the Software improperly;
  • 12.5.2. the Licensee not having performed cooperation actions, or not having performed them in time;
  • 12.5.3. the Licensee's system environment, including system environment, hardware, network or security architecture, being unsuitable for using the Software;
  • 12.5.4. the technical prerequisites defined in Annex 2 not being met by the Licensee;
  • 12.5.5. the LLM provided by the Licensee to be connected to the Software being unavailable, non-functional or incompatible;
  • 12.5.6. third-party software used by the Licensee and connected to the Software being unavailable, non-functional or incompatible.

12.6. The Licensor provides no warranty that the Licensee's business expectations associated with the use of the Software will be realised.

12.7. Any claims for damages are subject to the limitations set out in clause 13.

13. Liability

13.1. In the following cases, the Licensor is liable for damages or reimbursement of futile expenses in unlimited amount and subject to statutory limitation periods:

  • 13.1.1. for injury to life, body or health resulting from a wilful or negligent breach of duty, or otherwise from wilful or negligent conduct, by the Licensor or any of its legal representatives or vicarious agents;
  • 13.1.2. for damages resulting from a wilful or grossly negligent breach of duty, or otherwise from wilful or grossly negligent conduct, by the Licensor or any of its legal representatives or vicarious agents;
  • 13.1.3. to the extent of a guarantee assumed by the Licensor;
  • 13.1.4. in the event of mandatory statutory liability such as under the German Product Liability Act.

13.2. In cases of simple negligence, the Licensor is liable for breach of essential contractual obligations by the Licensor or any of its legal representatives or vicarious agents only for foreseeable damage typical for this type of contract that the breached obligation was intended to prevent. Essential contractual obligations are those whose fulfilment is necessary for the proper performance of the contract and on whose compliance the contractual partner regularly relies and is entitled to rely.

13.3. Otherwise, any liability of the Licensor and its legal representatives and/or vicarious agents for damages or reimbursement of futile expenses is excluded.

13.4. The Licensor reserves the right to plead contributory negligence on the part of the Licensee.

14. Force Majeure

14.1. Neither party is liable for damage caused by events outside the reasonable control of the affected party ("Force Majeure"). Force Majeure events include, but are not limited to, natural disasters, war, terrorism, riots, embargoes, government orders, pandemics, fires, strikes or other labour disputes (other than involving the affected party's own staff).

14.2. In cases of Force Majeure, the party invoking Force Majeure is released from its performance obligation for the period during which it is prevented from performing by Force Majeure. The party invoking Force Majeure must notify the other party in writing without delay of the beginning and end of any such event and make all reasonable efforts to minimise the effects of non-performance or delay.

15. Confidentiality, Reference Clause

15.1. The parties are obliged to keep confidential all information of the other party that becomes or has become known to them in connection with this Agreement and that is designated as confidential or is identifiable as a business or trade secret based on other circumstances, including the Software and its source code (the "Confidential Information"), and to take reasonable measures to keep it confidential, not to disclose it to third parties, not to record it and not to otherwise exploit it, unless the other party has expressly consented to such disclosure or exploitation in writing in accordance with the statutory written form, or the information must be disclosed under law, court decision or administrative decision.

15.2. Disclosure is permitted only to employees and staff who are directly involved in the performance of the contract (need-to-know). Where such persons are not professionally bound to secrecy, they must be obliged in writing to comply with at least the confidentiality obligations under this Agreement. For the Licensor, this also applies to disclosure to subcontractors. In any event, the recipient of confidential information shall inform the other party in advance and without delay of any such requirements and/or third-party requests for information.

15.3. Confidential Information under clause 15.1 does not include information that the receiving party can prove:

  • 15.3.1. was already public at the time of transmission by the disclosing party or already known to the receiving party;
  • 15.3.2. has become public after transmission by the disclosing party through no fault of the receiving party;
  • 15.3.3. has been made available to the receiving party after transmission by the disclosing party by a third party in a non-unlawful manner and without restriction as to confidentiality or exploitation;
  • 15.3.4. has been developed independently by the receiving party without use of trade secrets of the disclosing party;
  • 15.3.5. must be published in accordance with law, official order or court decision, provided that the receiving party informs the disclosing party of this without delay and supports the disclosing party in resisting such orders or decisions; or
  • 15.3.6. to the extent the receiving party is permitted to use or disclose the trade secrets pursuant to mandatory statutory provisions or pursuant to this Agreement.

15.4. The confidentiality obligation applies during the term of this Agreement and for a further three (3) years thereafter. Statutory or contractual obligations to earlier deletion, return or permanent confidentiality of data remain unaffected.

15.5. The Licensor may use the name and logo of the Licensee as a reference. The Licensee may revoke this consent at any time in writing (e.g. an email being sufficient).

16. Data Protection, EU AI Act

16.1. Both parties undertake to comply with all applicable data protection laws and regulations, including the EU General Data Protection Regulation (GDPR).

16.2. The parties enter into, to the extent required, a data processing agreement under Article 28 GDPR, attached as Annex 3.

16.3. The Licensee undertakes:

  • 16.3.1. to use the Software in a manner that takes into account the security and transparency requirements of the EU AI Act;
  • 16.3.2. to ensure that the use of the AI functionalities of the Software does not lead to discrimination or to a violation of fundamental rights;
  • 16.3.3. to regularly monitor the use of the Software with regard to compliance with AI-related regulations and to maintain reports documenting potential risks and their remediation.

17. Amendments to the Terms of Use

The Licensor is entitled to amend these Terms of Use at its reasonable discretion (§ 315 BGB), provided that no main performance obligations of the parties are affected and the amendments are reasonable for the Licensee. The Licensor shall inform the Licensee of planned amendments in text form. If the Licensee does not object to the amendments within six weeks of receipt of the amendment notice in text form, the amended Terms of Use are deemed agreed. The Licensor shall expressly point out the right of objection, the deadline, and the consequences of failure to object in the amendment notice. If the Licensee objects in whole or in part, the Licensor is entitled to terminate the Agreement under a special right of termination with three months' notice to the end of a calendar month, effective from receipt of the objection.

18. Notices

Notices from the Licensee are sent by email to support@hyground.ai. The Licensee shall promptly communicate to the Licensor at the above email address any material changes to the Licensee's data, or other circumstances affecting the contractual relationship.

II. Special Conditions for the PoC Phase

19. Scope

If a PoC Phase has been agreed between the parties, the following special conditions apply in addition to the other Terms of Use. In the event of conflicts between these special conditions and the other Terms of Use, the special conditions prevail for the duration and scope of the PoC Phase. For all other arrangements or deviations beyond this, the other Terms of Use remain unaffected and continue to apply.

20. Purpose of the PoC; Scope of Services

20.1. The Licensor makes the Software available to the Licensee during the PoC Phase, in an isolated test environment provided by the Licensee, for evaluation purposes in accordance with these conditions.

20.2. The purpose of the PoC Phase is to give the Licensee the opportunity to test the functionality, suitability and integration of the Software in its existing system environment. In particular, the connection to existing interfaces, scalability, performance and usability are examined as part of prototypical use.

20.3. The PoC Phase is supported by the Licensor in accordance with this Agreement. Unless expressly agreed otherwise, the Licensor is under no obligation to achieve a specific result or to ensure that the goals targeted by the Licensee are met within the framework of supervision, consulting or other services during the PoC Phase.

20.4. The specific scope of services, the schedule and any necessary cooperation actions of the Licensee are set out in Annex 4 (PoC Project Description).

21. Grant of Usage Rights; Scope of Use

21.1. Subject to payment of the agreed expense allowance, the Licensee receives a non-exclusive, non-transferable and non-sublicensable right in the Software to use it exclusively for testing and evaluation purposes.

21.2. The Licensee is prohibited from using the Software or the granted usage rights beyond the agreed scope; in particular, productive use of the Software is expressly excluded. Unauthorised copying of the Software is likewise prohibited.

21.3. In addition, during the PoC Phase the provisions of clause 4, in particular the further usage restrictions set out in clause 4.8, apply correspondingly to the use of the Software.

22. Expense Allowance, Payments

22.1. The provision of the Software during the PoC Phase is free of charge. However, for the effort associated with providing the Software, in particular for supervision of the PoC and any services during the PoC Phase, an expense allowance is payable to the Licensor in accordance with the provisions of the Order Form.

22.2. Unless otherwise agreed in the Order Form, the payment terms of clause 10 apply correspondingly.

23. Defect Remediation, Liability

23.1. As the provision of the Software during the PoC Phase takes place exclusively for testing purposes and free of charge, the Licensor is under no obligation to remedy defects.

23.2. The Licensor is liable for damages incurred by the Licensee through defects in the Software only if the Licensor fraudulently concealed the defect. Otherwise, the Licensor is liable for damages in connection with the PoC Phase only in cases of intent or gross negligence.

23.3. In all other respects, the liability provisions and limitations of clause 13 of these Terms of Use apply correspondingly.

24. Duration and Termination

24.1. The duration of the PoC Phase is set out in the respective Order Form.

24.2. Unless otherwise agreed between the parties, the contractual relationship automatically transitions into a paid, regular licensing relationship after expiry of the PoC Phase. This does not apply if the Licensee objects to the transition in text form (e.g. by email) within 14 calendar days at the latest after the end of the PoC Phase. If the objection is timely, the contractual relationship ends with expiry of the PoC Phase. If no objection is made, the provisions for paid use of the Software under this Agreement apply correspondingly from the agreed end date of the PoC Phase.

24.3. The right of both parties to extraordinary termination for cause remains unaffected.

25. Evaluation Results, Feedback

25.1. The results of the evaluation of the Software during the PoC Phase qualify as Confidential Information within the meaning of clause 15.1 and shall therefore be kept confidential in accordance with the provisions of clause 15.

25.2. After completion of the PoC Phase, the Licensee shall provide the Licensor with feedback on the functionality and integration of the Software. The Licensor is entitled to use insights and feedback from the PoC Phase to further develop its products, provided that no confidential information or trade secrets of the Licensee are disclosed.

III. Final Provisions

25.3. The Licensee may assign or transfer claims under this Agreement only with the consent of the Licensor.

25.4. The Licensee may set off only against undisputed claims or claims established with final and binding effect.

25.5. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

25.6. The exclusive place of jurisdiction is Hamburg, provided that each party is a merchant or a legal entity under public law, or has no general place of jurisdiction in Germany.

25.7. No oral side agreements have been made.

25.8. Should any provision of this Agreement, or part thereof, be or become invalid, or should a gap requiring supplementation arise, this does not affect the validity of the remaining provisions of this Agreement.

25.9. All annexes referred to in this Agreement form part of the Agreement.