Terms and Conditions

General Terms and Conditions of TEC4MED LifeScience GmbH

for the Provision of IoT Devices and SaaS Services

Version: June 2026

PART I – GENERAL PROVISIONS

1 Scope and Applicability

1.1 These General Terms and Conditions (hereinafter “GTC”) of TEC4MED LifeScience GmbH (hereinafter “Provider”) shall apply to all contracts with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as legal entities under public law and special funds under public law within the meaning of Section 310(1) BGB (hereinafter each a “Customer”) regarding the provision of IoT devices (purchase or rental) and software-as-a-service services (SaaS) by the Provider (“Contract Products”).

1.2 These GTC shall also apply to all future transactions between the Provider and the Customer within the scope of the services described in Clause 1.1, without the need for a renewed express reference.

1.3 Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their applicability in writing. This consent requirement shall also apply if the Provider renders services without reservation in knowledge of the Customer’s general terms and conditions.

1.4 Oral side agreements and assurances shall only be effective upon written confirmation by the Provider.

2 Conclusion of Contract and Order Processing

2.1 Offers by the Provider are non-binding and without obligation. Each Offer shall specify, in particular, the type and quantity of the Contract Products, prices as well as product-specific conditions and terms.

2.2 An order placed by the Customer constitutes a binding contractual offer. The contract regarding the Contract Products specified in the Offer (hereinafter “Individual Contract”) shall be concluded when the Provider confirms the order in written or text form within seven (7) Business Days of its receipt or unconditionally executes it by delivering the Contract Products or providing access to the Software. A late acceptance shall be deemed a new offer by the Provider and shall require acceptance by the Customer.

2.3 The Provider shall be entitled to reject an order for good cause, in particular if the Customer is in default of payment for previous orders or if the relevant Contract Product is permanently no longer offered. The Provider shall inform the Customer thereof without undue delay.

3 Remuneration and Payment Terms

3.1 The price agreed in the Offer shall be binding. To the extent that no price has been agreed, the Provider’s price list valid at the time of conclusion of the contract shall apply. All prices are quoted exclusive of the applicable statutory value added tax.

3.2 Invoices of the Provider shall be payable within fourteen (14) days of receipt of the invoice without deduction to the Provider’s bank account specified in the invoice. The date of receipt of the payment amount in the Provider’s account shall be decisive.

3.3 In the event of default in payment, the Provider shall be entitled to charge default interest at the statutory rate. Further claims for damages shall remain unaffected.

3.4 The Customer may only set off against claims of the Provider or assert a right of retention with counterclaims that are undisputed or have been established by a final and binding court decision.

3.5 The Provider shall be entitled to adjust the agreed prices for the first time after the expiry of twelve (12) months from the conclusion of the contract, with a notice period of three (3) months to the end of the month, to the extent that its costs for the provision of the Contract Products (in particular raw material, energy or logistics costs) have demonstrably increased. If the price increase exceeds ten percent (10%) of the last applicable price, the Customer shall be entitled to terminate the affected Individual Contract extraordinarily with a notice period of six (6) weeks after receipt of the announcement.

4 Intellectual Property

4.1 The Provider is and shall remain the sole and exclusive owner of all intellectual property rights in the Contract Products — in particular in the Software, the firmware, the documentation and all work results created in the course of the performance of the contract — including all updates, upgrades, extensions and new versions, regardless of whether these are in written or electronic form.

4.2 Unless expressly agreed otherwise, all intellectual property rights that existed prior to the commencement of the respective Individual Contract and that belong to or are controlled by a Party shall remain with the respective Party. The Customer shall only be granted the usage rights in the Contract Products that are expressly granted in these GTC or in the respective Offer. The Customer shall not be entitled to any rights beyond this.

4.3 If a third party asserts claims against the Customer for infringement of industrial property rights or copyrights through the contractual use of the Contract Products, the Provider shall, at its option and at its own expense, either (a) modify or replace the affected Contract Products so that they do not infringe the property right but substantially correspond to the agreed service, or (b) indemnify the Customer against licence fees payable to the holder of the property right. This obligation is subject to the condition that the Customer notifies the Provider in writing without undue delay of any third-party claims asserted, does not acknowledge the alleged infringement and leaves the dispute to the Provider or only conducts it in agreement with the Provider.

5 Liability and Damages

5.1 Unless otherwise provided in these GTC, the liability of the Parties shall be governed by the statutory provisions.

5.2 The Provider shall be liable without limitation in cases of intent or gross negligence, for damages resulting from injury to life, body or health, under the provisions of the German Product Liability Act (Produkthaftungsgesetz), in the event of assumption of a guarantee for the quality of a Contract Product, and in the case of fraudulently concealed defects.

5.3 In the event of a slightly negligent breach of a material contractual obligation — i.e. an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer may regularly rely (cardinal obligation) — the Provider’s liability shall be limited in amount to the foreseeable damage typical for the contract at the time of conclusion of the contract.

5.4 Any further liability of the Provider is excluded. In particular, the Provider shall not be liable in the event of a slightly negligent breach of non-material contractual obligations.

5.5 The foregoing limitations of liability shall apply mutatis mutandis to breaches of duty by persons for whose fault the Provider is responsible under statutory provisions (in particular vicarious agents and statutory representatives).

6 Data Protection

6.1 The Parties shall comply with the data protection provisions applicable to them, in particular the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data (General Data Protection Regulation, GDPR).

6.2 To the extent that the Provider processes personal data on behalf of the Customer in the course of the provision of services, this shall be carried out in accordance with a data processing agreement to be concluded separately pursuant to Article 28 GDPR. The data processing agreement shall always take precedence within its scope of application.

7 Confidentiality

7.1 The Parties undertake to keep confidential all confidential information — including trade secrets — received by them in connection with an Individual Contract and its performance, and neither to disclose such information to third parties nor to use it for any other purpose. Confidential information means information that is marked as confidential or the confidentiality of which is apparent from the circumstances, regardless of the form of transmission.

7.2 The confidentiality obligation shall not apply to information that

a) was already generally known or obvious at the time of transmission;

b) becomes generally known or obvious after transmission without fault of the receiving Party;

c) was already known to the receiving Party prior to transmission; or

d) is lawfully made known to the receiving Party after transmission by an authorised third party without any obligation of confidentiality.

7.3 The confidentiality obligation shall furthermore not apply to the extent that a Party is obliged to disclose information by law or by virtue of a final and binding official or judicial decision. The Party obliged to disclose shall inform the other Party thereof in advance — to the extent legally permissible.

7.4 The confidentiality obligation shall continue to apply for five (5) years after the termination of the last Individual Contract.

7.5 We hereby inform our customers that the Tec4med calibration laboratory is legally obligated or contractually authorized to disclose confidential information to public authorities, including the German Accreditation Body (DAkkS).

8 Force Majeure

8.1 A Party shall be released from its obligation to perform for the duration and to the extent of the effects if and to the extent that performance is impossible or unreasonable as a result of force majeure. Force majeure means events beyond the control of the respective Party that were not foreseeable at the time of conclusion of the contract and that prevent it in whole or in part from fulfilling its obligations, in particular natural disasters, fire and water damage, official measures, strikes and lawful lockouts, as well as unforeseen pandemics or epidemics. Supply difficulties of the Provider’s upstream suppliers shall only constitute force majeure if the Provider is itself prevented from performing by an event pursuant to sentence 2.

8.2 The affected Party shall inform the other Party without undue delay of the occurrence and expected duration as well as of the cessation of the event and shall use its best efforts to limit its effects.

8.3 If the event continues for more than eight (8) weeks from the agreed performance date, either Party shall be entitled to terminate the affected Individual Contract in whole or in part. The right to extraordinary termination for good cause shall remain unaffected.

9 Term, Termination

9.1 An Individual Contract shall come into effect upon conclusion of the contract pursuant to Clause 2 and shall run for the term agreed in the Offer. If no term has been agreed, the Individual Contract shall apply for an indefinite period.

9.2 An Individual Contract concluded for an indefinite period may be terminated by either Party with thirty (30) days’ notice to the end of the month, but not before the expiry of the year following the conclusion of the contract (minimum contract term). After expiry of the minimum contract term, the Individual Contract shall be automatically renewed for one (1) additional year in each case, unless it is terminated with thirty (30) days’ notice to the end of the respective year.

9.3 The right of each Party to extraordinary termination for good cause shall remain unaffected.

9.4 Any termination shall be in writing.

10 EU Data Act (Regulation (EU) 2023/2854)

10.1 The Customer may initiate a switch to another data processing service or to its own ICT infrastructure at any time with a prior notice period of two (2) months. The following provisions shall apply:

10.2 The Provider shall complete the switch within thirty (30) calendar days after expiry of the prior notice period. If this is not technically feasible, the Provider shall inform the Customer in writing within fourteen (14) Business Days of receipt of the switching request and shall propose an alternative transition period of no more than seven (7) months. The Customer may extend the transition period once.

10.3 The Provider shall continue to render the owed services, act with due diligence to maintain business continuity, inform the Customer of any continuity risks known to it and maintain the agreed security level.

10.4 Upon completion of the transition period, the Customer may retrieve its exportable data and digital assets within a period of at least thirty (30) calendar days. After expiry of this period, the Provider shall delete such data from its systems, unless statutory retention obligations require otherwise.

10.5 The contractual relationship regarding the relevant service shall end upon successful completion of the switch or — if the Customer opts for mere data deletion without a switch — two (2) months after receipt of the corresponding request by the Provider.

10.6 Until 12 January 2027, the Provider may charge reduced switching fees in the amount of the costs actually incurred by it. From 12 January 2027, no switching fees shall be charged.

11 Export Control and Sanctions

11.1 The Provider conducts its business operations in compliance with the applicable export control and sanctions regulations of the European Union, the Federal Republic of Germany and the United States of America, in particular Regulation (EU) 2021/821 (Dual-Use Regulation), the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz, AWG), the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, AWV) as well as the relevant sanctions regulations of the Council of the European Union and the United Nations.

11.2 The Customer shall be solely responsible for compliance with all export control, customs and sanctions regulations applicable to it, including those of all countries to, from, through or via which it transports or uses the Contract Products. The Customer shall ensure, in particular, that it does not deliver or make available the Contract Products, directly or indirectly — in particular not by way of onward delivery, transfer or other provision — to natural or legal persons, entities or countries that

a) are listed on a sanctions list of the European Union, the United Nations, the U.S. Office of Foreign Assets Control (OFAC), the U.S. Bureau of Industry and Security (BIS) or any other competent authority; or

b) are domiciled or resident in a country against which comprehensive trade sanctions of the European Union, the United Nations or the United States of America are in effect.

11.3 The Customer acknowledges that access to any software, platform, or data provided in connection with the Contract Products may constitute an export, re-export, or deemed export under applicable export control laws. The Customer shall ensure that such access is not granted, directly or indirectly, to any restricted or sanctioned persons, entities, or jurisdictions in violation of applicable export control and sanctions laws.

11.4 The Customer represents and warrants that the Contract Products and any associated data will not be used, directly or indirectly:

a) for any military, defense, or other prohibited end-use under applicable export control laws;

b) in connection with nuclear, chemical, or biological weapons activities; or

c) in any manner that would cause the Provider to be in violation of applicable export control or sanctions laws.

11.5 The Customer shall be solely responsible for obtaining all required governmental approvals, export licences or other authorisations and for procuring the documents necessary therefor. The Provider shall not be liable for damages, fines or other disadvantages incurred by the Customer as a result of a violation of applicable export control or sanctions regulations. Upon request, the Customer shall provide information regarding the end-use, end-users, and location of the Contract Products sufficient to enable the Provider to verify compliance with applicable export control and sanctions laws.

11.6 The Provider shall be entitled to refuse, suspend or reverse the delivery of Contract Products or the provision of services if it has reason to believe that this would violate applicable export control or sanctions regulations. In such case, the Provider shall not be liable to the Customer for any resulting damages or delays.

11.7 The Customer shall indemnify and hold harmless the Provider and its affiliated companies from and against all claims, fines, penalties and other disadvantages arising as a result of a breach by the Customer of the obligations set out in this Clause.

12 Miscellaneous

12.1 These GTC and all Individual Contracts concluded on their basis shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTC and the Individual Contracts concluded on their basis shall be the registered office of the Provider.

12.3 Amendments and supplements to these GTC or an Individual Contract shall be in writing. This shall also apply to the amendment or waiver of this written form requirement itself.

12.4 Should any provision of these GTC be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced — to the extent possible — by such valid provision that most closely approximates the economic purpose of the invalid provision.

PART II – SPECIAL CONDITIONS FOR SOFTWARE AS A SERVICE

The following provisions shall apply in addition to the General Provisions in Part I. In the event of conflicts, the provisions of this Part shall take precedence over Part I.

13 SaaS Subject Matter

13.1 The Provider shall make the Software available to the Customer in its then-current version via the internet as a software-as-a-service offering. The scope of services, the quality and the functionalities of the Software shall be determined by the Service Description in the version current at the time of conclusion of the contract. The Software shall not be physically provided to the Customer.

13.2 Access to the Software shall be via the internet, browser-based on any standard end device or via the mobile app provided by the Provider. The Customer shall provide and maintain a functioning broadband internet connection at its own expense.

13.3 To the extent that the Devices are equipped with integrated SIM cards, data availability in the Software shall only be available in the countries listed in the Service Description. Outside of these countries and in areas without mobile network coverage, data availability is not guaranteed. The Provider shall not be liable for this, unless the restriction is attributable to a circumstance for which the Provider is responsible.

13.4 The Provider shall be entitled to engage subcontractors for the provision of the SaaS services. The engagement of subcontractors shall not release the Provider from its contractual obligations.

13.5 The Provider shall make available to the Customer user documentation in German and English, which shall be accessible at all times during the use of the Software and may be downloaded in a standard format. In the event of a material update of the Software, the Provider shall provide correspondingly updated documentation.

14 Usage Rights and Restrictions

14.1 The Provider grants the Customer, for the duration of the respective Individual Contract, a simple, non-exclusive, non-transferable and non-sublicensable right to use the Software via the internet within the scope of these GTC and the Service Description. The usage right is limited to the number of authorised Users (hereinafter “Users”) specified in the Offer. The Customer may adjust the number of authorised Users as required within the scope of the agreed tariff.

14.2 The Customer shall not be entitled — subject to the rights mandatorily accruing to it by law under Sections 69d and 69e of the German Copyright Act (UrhG) — to:

a) reproduce, distribute or make publicly available the Software, the programs underlying it or parts thereof, to the extent this is not required for the contractual use;

b) ascertain, reverse engineer, decompile or disassemble the source code of the Software or parts thereof or create derivative works therefrom;

c) remove, render illegible or alter copyright notices or similar information;

d) grant or tolerate access to the Software or its functions by unauthorised third parties;

e) use the Software beyond the contractually agreed scope or allow third parties to use it; or

f) use the Software for unlawful acts or promote or tolerate such acts.

14.3 The Customer shall be responsible for all acts and breaches of duty by its Users. Any act by a User that would constitute a breach of these GTC if performed by the Customer itself shall be deemed a breach by the Customer.

14.4 The Customer shall be obliged to protect the access credentials for the Software transmitted to it against unauthorised access by third parties in accordance with the state of the art and to take appropriate measures to prevent misuse. The Customer shall inform the Provider without undue delay of any suspected misuse.

14.5 The Provider shall be entitled to temporarily suspend the Customer’s access to the Software if there are concrete indications that the Customer is in breach of these GTC or applicable law. The Provider shall inform the Customer prior to a suspension — where possible in advance — and shall give due consideration to the Customer’s legitimate interests. The suspension shall not simultaneously constitute a termination; without termination, access authorisation may be withdrawn for a maximum of three (3) months. The Customer shall be entitled to reinstatement of access authorisation as soon as it has demonstrated that it has ceased and prevented the non-contractual use.

15 Availability, Maintenance and Updates

15.1 The Provider shall maintain the Software in a condition suitable for the contractual use and shall ensure its functionality and operability in accordance with these GTC and the Service Description.

15.2 The Provider shall ensure a minimum yearly availability of the Software of 99%. Scheduled maintenance windows pursuant to Clause 14.3, outages due to force majeure within the meaning of Clause 8 and restrictions attributable to the Customer’s IT infrastructure or to a circumstance for which the Customer is responsible shall not constitute non-contractual unavailability.

15.3 The Provider shall be entitled to temporarily restrict the availability of the Software for the purpose of carrying out maintenance and servicing work. Maintenance work shall be announced to the Customer at least 48 hours in advance. Emergency maintenance to avert immediate security risks may be carried out without prior notice; the Customer shall be informed without undue delay afterwards.

15.4 The Provider shall be entitled to further develop and modify the Software at any time, in particular due to changes in the legal situation, technical developments or to improve IT security, and shall inform the Customer in good time of material changes. If a change results in a material impairment of the Customer’s contractual use, the Customer shall have a special right of termination with a notice period of six weeks after receipt of the announcement.

16 Support and Incident Management

16.1 The Provider’s support service is available by e-mail at HELP@TEC4MED.COM in German and English from Monday to Friday from 09:00 to 18:00 CET (except on public holidays at the Provider’s registered office).

16.2 The Customer shall report incidents without undue delay, but no later than within two (2) Business Days of discovery, providing a comprehensible description of the incident, the affected functions and the circumstances of its occurrence to the Provider.

16.3 The Provider shall confirm receipt of each report without undue delay and shall process reported incidents with due diligence and appropriate priority. The Provider shall inform the Customer regularly of the processing status and shall notify the Customer without undue delay if an incident cannot be resolved within a reasonable period of time.

16.4 The Customer shall provide the Provider, upon request, with the information, access and cooperation required for incident analysis and resolution. If the Customer fails to comply with this cooperation obligation, any processing times shall be extended accordingly.

17 Warranty

17.1 A defect of the Software shall exist if the Software, when used in accordance with the contract, does not perform the functions set out in the Service Description and this affects its suitability for the contractually agreed use. The Provider shall be obliged to remedy reported defects within a reasonable period of time.

17.2 In the event of only an insignificant reduction in the suitability of the Software for the contractual use, the Customer shall have no warranty claims. The Provider’s strict liability for defects that already existed at the time of conclusion of the contract is excluded (Section 536a(1), first alternative, BGB). Claims for damages shall otherwise be governed by Clause 5 of these GTC.

17.3 Warranty claims shall furthermore not exist to the extent that the impairment is attributable to a modification of the Software made or caused by the Customer, to use not in accordance with the intended purpose or to circumstances attributable to the Customer’s IT infrastructure.

PART III — SPECIAL CONDITIONS FOR IoT DEVICES (HARDWARE)

The following provisions shall apply in addition to the General Provisions in Part I. In the event of conflicts, the provisions of this Part shall take precedence over Part I. To the extent that a distinction is made below according to the type of provision (purchase or rental), the form applicable in the individual case shall be determined by the respective Offer.

18 Hardware Subject Matter (Purchase and Rental); Delivery

18.1 The Provider shall sell or rent to the Customer the Devices specified in the respective Offer. The quality, scope of services, functionality and approved operating environment of the Devices shall be determined by the product description and, supplementarily, by the operating instructions. The Devices shall be delivered including installation and operating instructions, which may, at the Provider’s option, also be made available to the Customer in electronic form.

18.2 If the delivery of the Devices includes firmware that is mandatory for their functionality, the Customer shall only receive a right to use such firmware with these Devices. Further software usage rights shall be governed by Part II of these GTC.

18.3 Unless otherwise agreed in the Offer, the Provider shall deliver the Devices at the Customers’ expense to the delivery address of the Customer specified in the Offer. If no destination has been specified, delivery shall be made to the Customer’s registered office. The destination shall also be the place of performance for delivery and any supplementary performance.

18.4 Each delivery of Devices shall be accompanied by a delivery note indicating the date, the content of the delivery (article number and quantity) and the Customer’s order reference. The Provider shall additionally transmit to the Customer a dispatch notification of the same content.

18.5 The risk of accidental loss and accidental deterioration of the Devices shall pass to the Customer upon handover to the carrier or the person otherwise designated to carry out the shipment, unless otherwise agreed in the Offer.

18.6 Delivery dates and periods stated by the Provider shall be non-binding unless expressly designated as binding. The Customer’s rights due to delivery delay shall require the setting of a reasonable grace period of at least four (4) weeks. Liability shall otherwise be governed by Clause 5 of these GTC.

18.7 In the case of purchase: The Provider retains title to the Devices until full payment of the purchase price and all purchase price claims existing at the time of delivery under the respective Individual Contract. The Customer shall be entitled to resell the Devices in the ordinary course of business; pledging and transfer of ownership by way of security of the reserved goods shall not be permitted. In the event of conduct by the Customer in breach of the contract — in particular in the event of default in payment — the Provider shall be entitled to reclaim the reserved goods at the Customer’s expense.

18.8 In the case of rental: Title to the Devices shall remain with the Provider for the entire rental period. The Customer shall not be entitled to pledge, sell or make available rented Devices to third parties.

19 Warranty for Hardware

19.1 The Provider warrants that the Devices conform to the agreed quality when used in accordance with the contract. The specifications in the product description and — to the extent they form part of the Offer — the specifications contained therein shall constitute the quality agreement.

19.2 In the case of purchase: If the Customer is entitled to warranty claims, the Provider shall be entitled and obliged, at its option, to repair or replace the goods. If the type of supplementary performance chosen by the Provider fails or the Provider refuses it, the Customer shall be entitled to the statutory remedies. Warranty claims shall not exist to the extent that the defect is attributable to improper use, modifications made without the Provider’s consent or normal wear and tear. The limitation period for warranty claims shall be twelve (12) months from the transfer of risk; claims for injury to life, body or health and in the case of fraudulently concealed defects shall be subject to the statutory limitation periods.

19.3 In the case of rental: The Provider shall be obliged to maintain the Devices in a condition suitable for the contractual use throughout the entire rental period. If a defect occurs, the Customer shall notify the Provider thereof without undue delay in text form; if the Customer culpably fails to give such notice, the Customer shall lose the right to a rent reduction for the period preceding the notice. Upon proper notification, the Customer may demand remedy of the defect and — in the event of a material impairment of fitness for use — reduce the rent appropriately. The right to extraordinary termination shall remain unaffected. Warranty claims shall be excluded under the same conditions as in Clause 18.2. Claims for defects already existing at the time of handover shall become time-barred twelve (12) months after handover.

20 Customer’s Obligations in the Case of Hardware Rental

20.1 The Customer shall handle the Devices with care and protect them from damage. The Customer shall ensure proper use and appropriate operation by sufficiently qualified personnel and shall comply with the Provider’s maintenance, care and usage instructions, in particular the instructions in the operating manual.

20.2 Labels, in particular signs, serial numbers, inscriptions, copyright notices or trademarks, shall not be removed, altered or rendered illegible.

20.3 Upon termination of the rental relationship, the Customer shall return the Devices in their entirety and in a condition corresponding to the contractual use — taking into account normal wear and tear — to the Provider. The costs of dismantling, packaging and return transport shall be borne by the Customer.

20.4 Upon return, the Parties shall, at the Provider’s request, jointly prepare a report on the condition and any damage and defects of the returned Devices. If a returned Device shows damage beyond normal wear and tear, the Customer shall be obliged to compensate the Provider for the damage resulting therefrom.