Terms and Conditions

BlickIQ SaaS Terms & Conditions

1. Scope of Application

1.1. These Terms and Conditions apply to the provision of the BlickIQ software (“Software”) as well as related products and services (together "Services") of BlickIQ GmbH, Hilpertstraße 27, 64295 Darmstadt, Germany ("BlickIQ GmbH").

1.2. The Services are directed exclusively at Customers ("Customer(s)") who are entrepreneurs (Sec. 14 BGB (German Civil Code)), a legal entity under public law (e.g. universities, institutes) or a special fund under public law. The provision of the Services to consumers (Sec. 13 BGB) is excluded.

1.3. The provision of the Services is exclusively rendered under these Terms and Conditions. The general terms and conditions of the Customer shall not apply. This also applies if BlickIQ GmbH does not expressly object to the Customer's general terms and conditions in individual cases.

1.4. These Terms and Conditions and the order documents agreed to by the parties shall together form the “Contract”.

1.5. BlickIQ GmbH shall be entitled to make changes to these Terms and Conditions by giving advance notice of at least one (1) month to the Customer in text form. Unless the changes are mandatory under statutory laws, the changes will only apply from the next renewal of the Subscription Period. If the amendment relates to a material provision and results in a substantial disadvantage for the Customer, the Customer shall be entitled to terminate the Contract in text form with effect as of the date on which the amendment would otherwise take effect.

2. Ordering Process

2.1. Subscriptions for the Services (“Subscriptions”) can be ordered via the BlickIQ website (www.blickiq.ai) by completing the order dialogue and confirming the payment in the payment provider's checkout. In the course of the ordering dialogue, the Customer can select the preferred type of Subscription and the payment method. The order placed by the Customer shall constitute a binding order to which the Customer shall be bound for fourteen (14) days. During a running Subscription Period, the Customer may also purchase available paid add-ons within the Software, such as query packs. In this case, the price is shown in the Software before each purchase and is charged to the payment method already on file for the Customer's Subscription.

2.2. If BlickIQ GmbH accepts the order, BlickIQ GmbH will send an e-mail confirmation to the Customer via E-Mail.

2.3. The display of available Subscription on the BlickIQ website is not a binding offer but only an invitation to the Customer to place an order. BlickIQ GmbH reserves the right to reject orders at its discretion.

3. Subscription Periods

3.1. The Customer subscribes to the Services for the agreed duration (“Subscription Period”).

3.2. Unless otherwise agreed, the Subscription Periods for yearly subscriptions renew automatically subsequently on a yearly basis if the subscription is not cancelled. Subscription Periods for monthly subscriptions renew automatically subsequently on a monthly basis if the subscription is not cancelled. Each Party can cancel the subscription at any time with effect to the end of the running Subscription Period. Cancellations must be in text form. The Customer can also cancel via the account settings in the BlickIQ GmbH billing portal.

3.3. Subscriptions can be upgraded at any time with immediate effect. In this case the Customer will be charged for the delta amount of the upgraded Service until the end of the running Subscription period on a pro-rata basis. Downgrades of Subscriptions are possible to the next renewal date of the Subscription Period.

3.4. In the event that BlickIQ GmbH offers a free test period, the paid Subscription Period will automatically start at the end of the free test period unless the Customer terminates the subscription in text form or via the account settings in the BlickIQ GmbH billing portal. The termination can be declared until the end of the test period.

4. Data Sources

4.1. BlickIQ GmbH allows the Customer to connect the agreed number of data sources. The Customer can select from the natively supported data sources and also exchange available data sources during a running Subscription Period.

4.2. The Customer is aware that the selection of natively supported data sources can change over the course of the Subscription. If this results in an unreasonable detriment for the Customer, the Customer shall be entitled as a sole remedy to terminate the Contract against a pro-rated-refund of the paid Subscription Fee.

4.3. Data sources not natively supported by BlickIQ GmbH may be made available subject to a separate agreement.

4.4. Data from data sources can only be displayed if the Customer has an active subscription for the use of the respective data source. Such subscription must be concluded between the Customer and the provider of the respective data source. BlickIQ GmbH is not responsible for the availability, correctness and the quality of the third-party data.

5. User Accounts

5.1. The Customer shall receive a master account under which it can create individual accounts (“User Accounts”) for individual users of the Software (“Users”).

5.2. User Accounts may only be opened for Users that are employees of the Customer. For Users of third parties including affiliated companies of the Customer, separate licenses are required.

5.3. The Customer is responsible for the management of the User Accounts. User Accounts are personalized for employees of the Customer (“Users”). Users can sign in using a Google or Microsoft account for verification.

5.4. The Customer shall be responsible for its Users in accordance with Sec. 278 BGB.

6. Provision of the Software and Services

6.1. The Software is provided via a server hosted by or on behalf of BlickIQ GmbH. This server can be accessed via the internet and therefore requires a functioning internet access of the Customer and a current browser as indicated by BlickIQ GmbH.

6.2. BlickIQ GmbH shall be entitled to engage subcontractors, including cloud infrastructure and hosting providers, for the provision of the Services. BlickIQ GmbH shall remain fully responsible for the performance of the Services notwithstanding any such subcontracting.

6.3. BlickIQ GmbH shall make the Software available within the agreed minimum uptime (if any) (“Minimum Uptime”). Unless otherwise agreed, the Minimum Uptime shall be measured on a monthly basis. Excluded from the availability are in particular (i) planned downtimes for maintenance and service work, which are carried out outside the general office hours (Mon-Fri 9:00-17:00 CET) and with reasonable advance notice where possible (ii) any unavailability caused by circumstances beyond BlickIQ GmbH's reasonable control. In the event that the Minimum Uptime is not met in a given month, the agreed service credits shall constitute the Customer's sole and exclusive remedy for any failure to meet the Minimum Uptime.

6.4. BlickIQ GmbH shall provide customer support within the response times as agreed in the Contract. Support will generally be provided via e-mail.

6.5. BlickIQ GmbH shall be entitled to stop the provision of the Software to the Customer with at least six (6) months advance written notice in case it stops the provision of the Software altogether. In this case, BlickIQ GmbH shall refund to the Customer any Subscription Fees paid by Customer for unused Subscription Periods and shall use commercially reasonable efforts to offer migration assistance to the Customer. Further claims against BlickIQ GmbH in connection with the cessation of the Software shall be excluded.

6.6. In case BlickIQ GmbH makes available the Software or parts of the Software (e.g. Beta Versions, Test Versions) for free, BlickIQ GmbH shall at all times be entitled to cease such free use or to make the use of the Software subject to a paid service.

6.7. The parties are of the understanding that the Services do not constitute data processing services within the meaning of the Regulation (EU) 2023/2854 ("Data Act"). In the event that the Services should nonetheless be deemed to constitute data processing services, the following shall apply: The Customer shall have the mandatory switching rights pursuant to Articles 23 et seqq. of the Data Act. The exercise of switching rights shall not release the Customer from its obligation to pay the Subscription Fee for the remainder of the then-current Subscription Period; any Subscription Fees already paid or due for the running Subscription Period shall remain with BlickIQ GmbH and shall not be subject to a refund. BlickIQ GmbH shall provide reasonable technical support for the switching process; any costs and expenses incurred by BlickIQ GmbH in connection with the switching (e.g. data export, format conversion, technical migration support) shall be borne by the Customer and charged at BlickIQ GmbH's then-current standard rates, except to the extent that the Data Act mandatorily prohibits such charges. BlickIQ GmbH's obligation to support the switching process shall be limited to making Customer Data available in a commonly used, machine-readable format and shall not include the adaptation of data to the systems or formats of any third-party provider. The Customer shall provide BlickIQ GmbH with at least thirty (30) days prior written notice of its intention to exercise switching rights, specifying the intended switching date and the receiving provider.

7. Use of the Software

7.1. Insofar as the Customer is provided with access data or passwords in connection with the Software, the Customer must keep these strictly secret and not pass them on. BlickIQ GmbH must be informed immediately of any loss of the access data or passwords.

7.2. The Customer is only entitled to use the Software within the contractually agreed scope and in accordance with applicable laws and governmental regulations. The Customer may not (i) use the Software to store or transmit infringing, defamatory or otherwise unlawful or tortious material or to store or transmit material which infringes the rights of any third party; (ii) use the Software to store or transmit malicious code; (iii) interfere with or disrupt the integrity or performance of the Software and the Services or any third party data contained therein; (iv) attempt to gain unauthorized access to the Software or any related systems or networks; (v) permit direct or indirect access to or use of the Software in any manner that circumvents any contractual restriction of use; (vi) copy the Software or any part, feature, function, content or user interface thereof except as necessary for the use of the Software contemplated under this Contract (e.g., loading the Software into a temporary storage device). (vii) frame or mirror any part of the Software, other than framing on its own intranet or otherwise for its own internal business purposes; (viii) access the Software to create a competing product or service; or (ix) reverse-engineer the Software (to the extent such restriction is not mandatory to be permitted by statutory law).

7.3. BlickIQ GmbH shall be entitled to audit, or to have audited by an independent third party bound by confidentiality obligations, the Customer's use of the Software to verify compliance with the scope of the license granted under the Contract, including but not limited to the number of Users and User Accounts. Such audits shall be conducted during normal business hours with at least ten (10) business days prior written notice and shall not unreasonably interfere with the Customer's business operations. In the event that an audit reveals an unauthorized use of the Software, the Customer shall promptly pay the applicable additional license fees at BlickIQ GmbH's then-current standard rates, without prejudice to any other rights or remedies of BlickIQ GmbH.

7.4. The Customer shall comply with all applicable export control laws, sanctions and embargo regulations, including but not limited to the EU Dual-Use Regulation (EU) 2021/821 and applicable German foreign trade laws. The Customer shall not, directly or indirectly, export, re-export or make available the Software or any data generated by the Software to any country, entity or person in violation of such laws and regulations. The Customer shall indemnify BlickIQ GmbH against all claims, fines and costs arising from a breach of this obligation. In the event that the Customer defaults against or becomes the subject of any export control laws, sanctions or embargo regulations, BlickIQ GmbH shall be entitled to terminate the Contract for cause without notice.

7.5. The Customer shall indemnify, defend and hold harmless BlickIQ GmbH, its affiliates, officers, employees and agents from and against any and all third-party claims, regulatory fines, penalties, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) a breach by the Customer or its Users of the obligations set forth in the preceding paragraph, (ii) the Customer's or its Users' use of the Software in violation of applicable laws or this Contract, or (iii) the making available of the Software to unauthorized third parties by the Customer or its Users. In the event that the Software is made available to third parties by the Customer or any of its Users, BlickIQ GmbH is additionally entitled to charge the Customer for the use of the Software by these third parties in accordance with BlickIQ GmbH's standard fees. The foregoing indemnity shall not apply to the extent the Customer is not responsible for the breach or infringement. If there is reason to believe that a serious violation has occurred, BlickIQ GmbH is also entitled to temporarily suspend access to the Software. Access to the Software will be resumed as soon as the suspicion has been dispelled. In the event of violations by a User, BlickIQ GmbH is also entitled to block the corresponding User Account completely or temporarily.

8. Quality of the Software, Updates

8.1. Unless otherwise agreed, the quality of the Software shall conform exclusively to the service specification and the description of BlickIQ GmbH. BlickIQ GmbH does not promise any properties or possible uses of the Software beyond these specifications. The economic risk of use for the Software lies with the Customer.

8.2. The Software is regularly revised in order to keep it compatible with current software and hardware environments and to provide new or improved functions. Due to the nature of an SaaS-solution, only the latest version of the Software is generally available. Therefore, no ongoing compatibility with certain browsers, software or hardware environments can be warranted. Furthermore, BlickIQ GmbH reserves the right to change, suspend or completely terminate individual functionalities of the Software. If this results in a considerable restriction of the usability of the Software, the Customer is entitled to extraordinary termination. In this case, the Subscription Fee for unused parts of Subscription Periods shall be refunded. Any further claims by the Customer are excluded.

9. Advice and Additional Services

9.1. Insofar as BlickIQ GmbH provides consultation beyond the contractually agreed scope of performance, this shall be done to the best of its knowledge. Details and information about the suitability and application of products and Software do not exempt the Customer from carrying out its own tests and trials.

9.2. Services which are provided in addition to the provision of the Software (e.g. installation and configuration, customizing, onboarding, training, migration support) are only owed if they have been expressly agreed. In this case, the agreed fees apply in addition to the Subscription Fee. In the event that no fees have been agreed, BlickIQ GmbH's standard hourly rates shall apply.

10. Fees, Prices and Payment Terms

10.1. The Customer shall pay the agreed subscription fee for the use of the Software (“Subscription Fee”).

10.2. The Subscription Fee includes the agreed number of queries per month and seat. The allowance is pooled across all Users of the Customer and does not constitute an individual entitlement of any single User. A query is a single question asked by the Customer within the Software. If multiple questions are included in a single prompt, each question is counted as a separate query. BlickIQ GmbH will count the queries and make the number of remaining queries available to the Customer via the Software. For monthly Subscriptions (except for individually configured Subscriptions), if the Customer has switched on pay-as-you-go in the Software, each additional query is charged as per the agreed pay-as-you-go prices. Such pay-as-you-go fees shall be payable at the end of the respective billing period. For yearly Subscriptions and for individually configured Subscriptions, additional queries can be purchased within the Software as prepaid query packs at the prices shown in the Software. The price of a query pack shall be payable immediately upon purchase.

10.3. BlickIQ GmbH is entitled to adjust the Subscription Fee by giving at least one (1) month written notice via e-mail. The adjusted Subscription Fee shall take effect on the date specified in the notice but shall only apply to running subscriptions upon the renewal of the Subscription Period.

10.4. In the event that the general inflation according to the German consumer price index increases by more than 5% within a running Subscription Period, BlickIQ GmbH shall be entitled to adjust its prices accordingly also during and with effect for such Subscription Period.

10.5. In case of upgrades during a running Subscription Period, the Customer shall pay the pro-rated delta of the Subscription Fee for the remainder of the Subscription Period.

10.6. The prices quoted are plus applicable VAT (if any) unless explicitly stated otherwise.

10.7. Unless otherwise agreed, the obligation to pay the Subscription Fee for the Services begins with the start of the Subscription Period and any subsequent renewals thereof and becomes due up front at the beginning of the agreed payment interval (e.g. yearly, monthly).

10.8. Payments shall be due within thirty (30) days of the invoice date, unless payment is made by card or another immediate payment method at checkout, in which case the Subscription Fee is due upon conclusion of the Contract.

10.9. In the event of payment default, the statutory provisions shall apply. In the event of payment default by the Customer, BlickIQ GmbH is entitled to suspend the Services, terminate the Contract or change the agreed payment method (e.g. from payment after rendition of the Services to advance payment).

10.10. The Customer is only entitled to set off or to assert rights of retention insofar as his counterclaims are undisputed or have been legally established.

11. Further Terms with Respect to the Software and Services

11.1. The provision of the Software and the Services is governed by service agreement (“Dienstvertrag”) law. The law on agreements for work and services (“Werkvertrag”) shall only apply if and to the extent that BlickIQ GmbH has expressly promised the Customer the creation of a specific work or a specific success.

11.2. BlickIQ GmbH is entitled to make and charge for part deliveries and part performances provided that the part delivery is usable for the Customer within the scope of the contractual purpose, the delivery of the remaining ordered products or the performance of the remaining Software is ensured and the Customer does not incur any considerable additional expenditure or additional costs as a result (unless BlickIQ GmbH agrees to bear these costs).

11.3. Any deadlines and dates promised by BlickIQ GmbH for the performance of the Services are always only approximate and are subject to change. This also applies to dates and deadlines stated in offers and order confirmations, unless these are expressly described as binding.

11.4. If acts of cooperation by the Customer are required for the provision of Services, BlickIQ GmbH is not obliged to effect the Services insofar as and to the extent that they cannot be provided without the cooperation.

12. Rights of the Customer in Case of Defects

12.1. BlickIQ GmbH warrants that the Software functions generally in accordance with the Software specifications. Specific features or functionalities of the Software are only warranted if they have been explicitly agreed. BlickIQ GmbH does not warrant that the Software is fully free from any programming errors.

12.2. The Software is using artificial intelligence (AI). The Customer is aware that AI can make mistakes, draw wrong conclusions or “hallucinate”. While BlickIQ GmbH is making best efforts to minimize such results, such AI-typical behavior cannot be fully excluded and does not constitute a defect. It is the Customer’s responsibility to verify the AI-created results. The Customer shall implement appropriate internal review processes to verify any AI-generated output before relying on them for business or legal decisions. BlickIQ GmbH shall not be liable for any loss or damage arising from the Customer's reliance on AI-generated outputs without appropriate verification. BlickIQ GmbH shall be entitled to modify the Software or its documentation at any time in order to comply with applicable laws and regulations, including but not limited to Regulation (EU) 2024/1689 (EU AI Act) and any delegated or implementing acts thereunder. Such modifications shall not constitute a defect or give rise to any termination or compensation rights of the Customer.

12.3. BlickIQ GmbH must be notified of defects in the Software which can be detected during a proper inspection without delay, at the latest within two (2) weeks after the Software have been provided; BlickIQ GmbH must be notified of other defects without delay, at the latest within four (4) weeks after they have been detected. The notification must be made in writing and must precisely describe the type and extent of the defects.

12.4. If the Software is defective and the Customer has duly notified BlickIQ GmbH in accordance with the preceding paragraph, the Customer is entitled to the statutory rights with the following provisos:

a) BlickIQ GmbH first has the right, at its discretion, either to remedy the defect or to supply the Customer with defect-free Software or to provide the defective performance again (subsequent performance). In the case of defects that do not impair essential functions of the Software, rectification can also take place within the framework of the next routine update.

b) BlickIQ GmbH reserves the right to make two attempts at subsequent performance. If the subsequent performance fails or is unreasonable for the Customer, the Customer may terminate the Contract and BlickIQ GmbH will refund the Subscription Fee for the non-used Subscription Period.

13. Liability

13.1. BlickIQ GmbH is liable for damages - irrespective of the legal grounds - within the scope of fault liability in the case of intent and gross negligence. In the event of a breach of material contractual obligations due to simple negligence (obligations the fulfilment of which is a prerequisite for the proper performance of the Contract and the observance of which the contractual partner regularly relies on and may rely on), BlickIQ GmbH's liability is, however, limited to compensation for typical, foreseeable damage. The Parties agree that the foreseeable typical damage shall generally not exceed, in the aggregate, one hundred percent (100%) of the total Subscription Fees paid by the Customer under this Contract during the twelve (12) months immediately preceding the event giving rise to the claim. In the event of a breach of non-material contractual obligations due to simple negligence BlickIQ GmbH's liability is excluded.

13.2. The limitations of liability in accordance with the preceding paragraph do not apply

a) in the case of damages arising from injury to life, body or health which are based on a negligent breach of duty by BlickIQ GmbH or an intentional or negligent breach of duty by a legal representative or vicarious agent of BlickIQ GmbH,

b) insofar as BlickIQ GmbH has fraudulently concealed a defect,

c) insofar as BlickIQ GmbH has assumed a guarantee for the quality of a product or a service,

d) for claims under the Product Liability Act.

13.3. BlickIQ GmbH's liability for indirect damages (e.g. loss of profit, interruption of business, consequential damages) is excluded. This exclusion also applies to any damages arising from the Customer's reliance on AI-generated outputs of the Software.

13.4. The Customer itself is responsible for properly securing the Customer Data entered into the Software and for making regular backups. Liability for loss of data is limited to the damage that would have occurred if the Customer had properly backed up the data.

14. Statute of Limitation

14.1. The limitation period for claims arising from material defects and defects of title shall be one (1) year from delivery or performance. If acceptance has been agreed, the limitation period shall begin with acceptance.

14.2. The limitation period for contractual and tortious claims for damages shall be one year from the commencement of the statutory limitation period.

14.3. Notwithstanding the above paragraphs, the statutory limitation periods shall apply where prescribed as mandatory under statutory laws, in case of intent or gross negligence and in cases of section 13.2.

15. Intellectual Property and Use of Data

15.1. BlickIQ GmbH reserves all rights to the Software and any other software provided in connection with the Software.

15.2. BlickIQ GmbH grants Customer the non-exclusive, non-transferable and non-sublicensable right to use the Software in accordance with the Contract. Exclusive rights are only granted if specifically agreed. The Customer is not entitled to use or exploit the Software or other software or work results in any form that is not covered by agreements with BlickIQ GmbH. The right of use to the Software expires automatically when the present Contract or the agreed period of use for individual service packages or modules ends.

15.3. A right to edit software exists only with the prior written consent of BlickIQ GmbH as well as in the legally compelling cases according to Sec. 69 et seq. UrhG (German Copyright Act).

15.4. Unless otherwise agreed, the Customer shall receive Software only in object code. There shall be no entitlement to the source code.

15.5. In the event that the Customer edits or otherwise redesigns the Software or any other software provided by BlickIQ GmbH, BlickIQ GmbH shall be exclusively entitled to any and all results arising therefrom.

15.6. The Customer grants BlickIQ GmbH and its affiliates and agents a worldwide, royalty-free license to host, copy, transfer and display the Customer Data entered into the Software insofar as this is necessary for the provision of the Services. BlickIQ GmbH is entitled to copy the entered, uploaded or generated data for backup purposes.

15.7. Data entered by the Customer into the Software either manually or via connected data sources (together “Customer Data”) and the work results rendered specifically to the Customer by the Software shall belong to the Customer.

15.8. BlickIQ GmbH will not use individual, non-anonymized Customer Data for purposes other than providing the Services. BlickIQ GmbH shall be entitled to use the Customer Data generated by the Software on an anonymized and/or aggregated basis for own purposes (e.g. for product improvement of other products, statistics, benchmarking) provided that BlickIQ GmbH shall not make available the work results to third parties in a non-aggregated or non-anonymized fashion. For the avoidance of doubt, any parameters, algorithms and intellectual property derived by BlickIQ GmbH from the processing of Customer Data on an anonymized and/or aggregated basis shall be the exclusive property of BlickIQ GmbH. This right shall survive the termination or expiration of this Contract.

15.9. BlickIQ GmbH shall be entitled to use the name and an approved logo of the Customer for reference purposes e.g. on its website or social media channels indicating that the Customer is using the Software. Any press statements or similar communication must be approved by the Customer.

16. Term and Termination

16.1. The Contract shall run until the Subscription Period has lapsed and is not renewed.

16.2. The Contract can be terminated in writing by either party without notice for good cause. Good cause for termination by BlickIQ GmbH exists in particular if the Customer uses the Software beyond the extent permitted under this Contract and this violation is not stopped within a reasonable period of time despite a warning or if the Customer is in default with the payment of fees for a period of more than one (1) month.

16.3. In the event of extraordinary termination for good cause by the Customer, BlickIQ GmbH shall refund any fees received for unused parts of Subscription Periods. In the event of extraordinary termination for good cause by BlickIQ GmbH, unused parts of Subscription Periods shall lapse without refund unless the Customer proves that BlickIQ GmbH has saved corresponding expenses due to the premature termination of the Contract.

16.4. After the termination of the Contract, the Customer is obligated to discontinue the use of the Software and, upon BlickIQ GmbH’s request, delete any software specifically installed on Customer's systems for the use of the Software as well as to return to BlickIQ GmbH or destroy any user documentation received. It is the Customer’s duty to ensure that all Customer Data is exported and downloaded at the end of the Subscription Period. Any migration assistance by BlickIQ GmbH shall be subject to separate agreements and remuneration according to the standard rates of BlickIQ GmbH.

16.5. In the event of termination of the Contract, those provisions shall continue to apply which, according to their meaning and purpose, are intended to survive the Contract. This applies in particular to the provisions regarding intellectual property rights and licenses, warranty, liability, confidentiality, data protection and final provisions.

17. Confidentiality

17.1. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), orally or in writing, which is designated as confidential or which, given the nature of the information and the circumstances of disclosure, is reasonably to be understood to be confidential. However, Confidential Information does not include information that, as demonstrated by the Receiving Party, (i) is or becomes generally known to the public without breach of any duty owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any duty owed to the Disclosing Party; (iii) is received from a third party without breaching any obligation owed to the disclosing party; or (iv) is independently developed by the Receiving Party.

17.2. The Receiving Party shall (i) keep the Confidential Information of the Disclosing Party confidential and use the same degree of care it uses to protect the confidentiality of its own Confidential Information of the same nature (but not less than reasonable care), (ii) not use Confidential Information of the Disclosing Party for purposes outside the scope of this Contract and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees and its affiliates and contractors who need such access for purposes consistent with this Contract, unless otherwise approved in writing by the Disclosing Party.

17.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent it is compelled to do so by law or by a court or governmental order, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure.

18. Force Majeure

Should events and circumstances, the occurrence of which lies outside the sphere of influence of BlickIQ GmbH (such as, for example natural events, epidemics, war, industrial disputes, shortage of raw materials and energy, traffic and operational disruptions, damage caused by fire and explosion, public-law decrees), reduce the possibility of performance so that BlickIQ GmbH cannot fulfil its contractual obligations (taking into account other internal or external performance obligations on a pro rata basis), BlickIQ GmbH is (i) released from the contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the Services from third parties. The foregoing also applies insofar as the events and circumstances make the performance of the affected business sustainably uneconomical for BlickIQ GmbH or are present at BlickIQ GmbH's upstream suppliers. During any period in which BlickIQ GmbH is released from its obligations pursuant to this clause, the Customer's obligation to pay the Subscription Fee shall be suspended on a pro rata basis to the extent the Services are not provided. If these events last longer than three (3) months, either party is entitled to withdraw from or terminate the Contract. In the event of such termination, BlickIQ GmbH shall refund to the Customer any Subscription Fees paid for unused parts of Subscription Periods.

19. Place of Performance

Irrespective of the place of delivery of the goods or documents or the place of performance of the Software, the place of performance for the Customer's payment obligation is the registered office of BlickIQ GmbH.

20. Data Protection

20.1. If BlickIQ GmbH provides the Customer with personal data of its employees or other third parties (hereafter "Personal Data") in the context of the performance of the Contract or if the Customer otherwise obtains knowledge of such Personal Data, the following provisions shall apply. Personal Data disclosed in the aforementioned manner and not processed on behalf of BlickIQ GmbH may be processed by the Customer exclusively for the performance of the Contract and may not - except where permitted by law - be processed in any other way, in particular disclosed to third parties and/or analyzed for its own purposes and/or used to create profiles. This also applies in the case of the use of anonymized data. The Customer shall not acquire any rights to the Personal Data and shall be obliged to correct, delete and/or restrict the processing of the Personal Data at any time under statutory conditions. Rights of retention in relation to Personal Data are excluded.

20.2. In the event that the Customer or the Customer's employees transmits Personal Data to BlickIQ GmbH or enters personal data into the Software, the Customer must ensure that he has all the necessary consents or other authorizations required under applicable data protection laws. This applies in particular to the creation and management of User Accounts as well as the connection of data sources. The Customer shall indemnify BlickIQ GmbH, its organs, employees or agents against all costs or damages resulting from the Customer's breach of these obligations upon first request.

20.3. Further information about the use of personal data by BlickIQ GmbH in connection with the Software can be obtained via BlickIQ GmbH’s applicable data protection policy.

20.4. Insofar as BlickIQ GmbH processes personal data on behalf of the Customer in connection with the provision of the Services, the parties shall enter into a data processing agreement in accordance with Art. 28 of the General Data Protection Regulation (EU) 2016/679 ("GDPR") which will be provided and accepted as part of the subscription process. The data processing agreement shall form an integral part of this Contract.

21. Miscellaneous

21.1. There are no verbal ancillary agreements. Amendments or supplements to this Contract must be made in writing (Sec. 126 BGB). This also applies to the waiver of the written form requirement.

21.2. Unless otherwise agreed, an assignment of this Contract shall only be allowed with the prior written consent of the other party. BlickIQ GmbH is entitled to transfer the Contract with all rights and obligations to an affiliated company or a legal successor.

21.3. Should one or more provisions of the Contract prove to be invalid, void or incomplete, this shall not affect the validity of the remaining provisions of the Contract. The parties shall - if necessary in the due form - replace the invalid or void provision by such a provision or fill the gap in the Contract by such a provision with which the economic purpose pursued by them can be achieved as closely as possible. If the ineffectiveness or invalidity of a provision is based on a measure of performance or time (deadline or date), a legally permissible measure shall take the place of the ineffective or invalid performance or time provision.

21.4. The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of German international private law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

21.5. In the event that the contracting parties are merchants, legal entities under public law or special funds under public law, the exclusive place of jurisdiction is the registered office of BlickIQ GmbH. However, BlickIQ GmbH is entitled to bring an action at the general place of jurisdiction of the Customer.

21.6. These Terms and Conditions are provided in German and English. The version in the language of the respective order documentation prevails.