Terms of Service

General Terms and Conditions (Terms of Service)

for “AUTARQ” products and services

MWAY DIGITAL GmbH — Version for businesses, legal entities under public law and special funds under public law

MWAY DIGITAL GmbH · Daimlerstraße 133 · 70372 Stuttgart · hello@autarq.now · www.autarq.now

Local Court of Stuttgart, HRB 25158 · Managing Director: Volker Hahn · VAT ID: DE240271880

“AUTARQ” is a trademark of MWAY GROUP GmbH. · Version 1.0 · Last updated: September 2026

§ 1 Scope, contracting party and definitions

1. These Terms apply to all contracts for the provision and supply of software and services offered under the “AUTARQ” brand by MWAY DIGITAL GmbH (hereinafter “MWAY”, “we”) — in particular Autarq Chat, Autarq Work and OpenDesk (hereinafter individually and collectively “AUTARQ” or “Services”) — and to related support, software care, maintenance and consulting services.

2. These Terms apply exclusively to businesses (§ 14 of the German Civil Code, BGB), legal entities under public law and special funds under public law (hereinafter “Customer”). Separate contractual terms apply to consumers (§ 13 BGB); these Terms are not intended for consumer contracts.

3. These Terms apply exclusively. Any conflicting, deviating or supplementary general terms and conditions of the Customer — in particular purchasing, procurement, tendering or other business terms — shall not become part of the contract, even if MWAY does not expressly object to them or performs the Services without reservation despite being aware of such terms. They apply only to the extent that MWAY has expressly agreed to their application in text form in the individual case. This requirement for consent also applies if the Customer’s terms themselves contain a rejection, precedence or similar clause; a reference by the Customer to its own terms or MWAY’s receipt of them without objection does not constitute consent.

4. These Terms also apply to all future contracts of the same type with the Customer without any further reference being required.

5. These Terms are permanently accessible at www.autarq.now and are also available within the Services (in the product). They apply uniformly in both cases. The End User Licence Agreement (hereinafter “EULA”) additionally applies to individual use of the Software by End Users.

6. Definitions for the purposes of these Terms:

• “Individual Contract”: the relevant offer, order, service order, licence agreement, framework agreement or individual agreement between MWAY and the Customer, including any annexes designated as binding.

• “Service Description”: the description of the scope, functions and characteristics of the Services referenced in the Individual Contract, together with the documentation.

• “SaaS Services”: the Services provided by MWAY over the internet as Software as a Service and hosted in Germany/the EU.

• “On-Premise Software”: software supplied to the Customer for installation and operation in its own environment.

• “Software”: the programs underlying the Services, including updates, upgrades and documentation.

• “End Users”: natural persons authorised by the Customer to use the Services (in particular employees) and third parties acting on its behalf.

• “User Content”: data and content entered into or processed in the Services by the Customer or its End Users (including inputs/prompts).

• “AI Functions”: the AI-supported functions of AUTARQ (including assistance, agents and automation).

• “Third-Party Services”: third-party software, services, models and content, including open-source software.

§ 2 Subject matter of the contract and Service Description

1. Depending on the Individual Contract, the subject matter comprises: Autarq Chat (AI assistance, chatbots and agents, connectors to data sources, automated workflows and permissions management), Autarq Work (a complete AI-supported workplace based on openDesk/EuroOffice with project management, an office suite, chat/video conferencing, file management, a knowledge base and email/Exchange services) and OpenDesk (a sovereign office suite). These are provided as SaaS Services and, where agreed in the Individual Contract, also as On-Premise Software.

2. The nature, scope and characteristics of the Services are determined exclusively by the Individual Contract and the Service Description. Statements in product and project descriptions, blog or website content, glossaries, presentations or advertising do not constitute statements of agreed characteristics or guarantees unless MWAY expressly identifies them as such in writing.

3. AUTARQ is continuously being developed. Services provided free of charge — in particular trial and evaluation licences, free allowances (“Freemium”) and Services labelled as pilot, beta, preview or similar — are provided solely for testing and evaluation purposes and in their currently available form (“as is”). To the extent permitted by law, no commitments regarding availability, characteristics or support, and no warranty, apply to them; MWAY may change, restrict or discontinue them at any time. MWAY’s liability for Services provided free of charge is governed by § 13, subject to the proviso that, under §§ 521 and 599 BGB, MWAY is liable only for intent and gross negligence; the mandatory grounds for liability under § 13(1) remain unaffected.

4. MWAY may engage subcontractors, affiliated companies (including within MWAY GROUP) and data centre, hosting and model providers to deliver the Services.

§ 3 Formation of the contract; order of precedence of contractual documents

1. Offers made by MWAY are non-binding unless expressly designated as binding or subject to a time limit. The contract is formed when both parties sign the Individual Contract, when MWAY confirms the order, or when the Services are provided or performed. For use within the product, the contract is additionally formed in accordance with the EULA.

2. In the event of conflicts between contractual documents, the following order of precedence applies:

(a) the Individual Contract/service order;

(b) any data processing agreement (for the processing of personal data, § 14);

(c) the Service Description including service levels (§§ 9 and 10);

(d) these Terms;

(e) the EULA.

For the use of open-source components, the relevant open-source licence terms take precedence over all the documents listed above in relation to the components concerned (§ 6). The EULA governs only the individual usage entitlement of End Users and does not establish any claims against MWAY beyond those under these Terms and the Individual Contract.

§ 4 Provision; changes and further development

1. For SaaS Services, MWAY provides the Services over the internet at the handover point (the router output of the data centre used by MWAY). The Customer is responsible for connectivity (internet access, end devices, compatible software and system requirements).

2. MWAY may further develop AUTARQ and change, replace or discontinue individual functions, provided this is reasonable for the Customer and does not materially impair the overall contractual benefit. Material changes or discontinuation will be communicated with reasonable notice; where a change results from the withdrawal of Third-Party Services, notice may also be given at short notice.

3. MWAY may change, discontinue or phase out interfaces (APIs). MWAY will use commercially reasonable efforts to continue supporting previous API versions for three months, except in the event of security risks, intellectual property issues, unreasonable effort or conflicting legal or regulatory requirements.

§ 5 Special conditions for use of Software; usage rights

1. SaaS usage right. For the duration of the contract and subject to the condition precedent of payment of the agreed fees, MWAY grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the SaaS Services as intended, itself and through its End Users, within the contractually agreed scope (e.g. number of users/named users, tenants or volumes).

2. On-Premise Software. Where agreed in the Individual Contract, MWAY supplies Software for installation in the Customer’s environment and grants a non-exclusive usage right within the agreed scope — for an unlimited period in the case of permanent supply, or for the agreed term in the case of supply for a limited period. There is no entitlement to receive the source code.

3. Usage restrictions. The Customer and its End Users may not use the Software beyond the contractually granted scope. In particular, the following are prohibited:

(a) modifying, altering or translating the Software or creating derivative works, except where mandatorily permitted by law or allowed under a separate (open-source) licence;

(b) reverse engineering, decompiling or disassembling the Software, except within the limits of § 69e of the German Copyright Act (UrhG) and only after a reasonable period within which MWAY can provide the information necessary to establish interoperability has expired without result;

(c) removing or altering copyright notices or intellectual property markings;

(d) supplying the Software to third parties for payment or free of charge, renting it out, operating it for third parties by means of ASP, timesharing or outsourcing, or sublicensing it;

(e) circumventing technical protection measures, usage restrictions or allowances, or avoiding fees incurred.

4. Transfer. Permanently supplied Software may be transferred to a third party only as a whole and with complete and final cessation of the Customer’s own use; transfer requires MWAY’s prior written consent, which will be given if the third party undertakes towards MWAY to comply with these conditions and the Customer confirms deletion of any remaining copies. Temporary or partial supply to third parties is prohibited.

5. Resellers; sublicensing. Resale of the Services to third parties (end customers) and sublicensing — by way of exception to paragraph 3(d) — are permitted only if MWAY and the Customer have previously concluded a separate reseller or distribution agreement (hereinafter “Reseller Agreement”) in text form. The Customer (reseller) may sublicense only within the scope and for the duration of the Reseller Agreement and to the extent specified therein. It shall contractually impose usage terms on its end customers that are at least equivalent to the requirements of these Terms and the EULA — in particular regarding usage restrictions, open source, AI Functions, data protection, warranty and liability — and ensure that the EULA is incorporated in relation to End Users. The reseller is responsible for compliance with these conditions by its end customers as for its own conduct. Without a valid Reseller Agreement, these Terms do not establish any right to resell or sublicense.

6. End Users. The Customer may grant its End Users access within the agreed scope. The Customer shall ensure that its End Users comply with these Terms and the EULA and is responsible for their conduct as for its own conduct. Upon becoming aware of violations, the Customer shall immediately terminate the End User’s access.

7. Usage monitoring. Where fees depend on system objects (e.g. user numbers), MWAY may check actual usage to a reasonable extent and with reasonable notice. Usage exceeding the agreed scope will be charged retrospectively according to the price list in force at the relevant time; claims for damages remain reserved.

8. All rights to the Software and the Services not expressly granted remain with MWAY or its licensors.

§ 6 Open-source software and Third-Party Services

1. AUTARQ includes open-source software (OSS) and third-party software, services, models and content (including openDesk/EuroOffice components, connectors and third-party AI models). A list of the OSS components used and their applicable licences is provided in the AUTARQ portal or documentation.

2. The relevant open-source licence terms take precedence for OSS components. To the extent that they grant the Customer more extensive rights or contain different provisions on usage rights, warranty and liability, they take precedence over these Terms in relation to the components concerned. By using them, the Customer accepts the applicable OSS licence terms.

3. The terms of the respective provider additionally apply to other Third-Party Services. MWAY may not have reviewed Third-Party Services; to that extent, their use is at the Customer’s own risk. To the extent permitted by law, MWAY assumes no warranty or liability for Third-Party Services beyond mandatory statutory requirements.

4. If a third party ceases to provide a Third-Party Service, MWAY may adapt or discontinue the affected function (§ 4(2)).

§ 7 Special provisions for AI Functions

1. Operation. AI Functions generate results based on probabilistic models. Such results (hereinafter “AI Results”) may be incomplete, incorrect, outdated, biased, contradictory or unsuitable for the specific purpose, may differ despite identical inputs, or may affect third-party rights. This is not a defect in the characteristics of the Services but an inherent feature of the technology.

2. No warranty; “as is”. To the extent permitted by law, MWAY provides the AI Functions “as is” and gives no warranty as to the accuracy, completeness, currency, lawfulness, non-infringement of third-party rights, reproducibility or suitability of AI Results for a particular purpose. Liability is governed exclusively by § 13.

3. Intended use. AUTARQ is intended as a general AI-supported assistance and productivity tool. It is neither intended nor designed to serve as the sole or decisive basis for legally or economically significant decisions, particularly in the areas specified in paragraph 6. Any use that deviates from this falls outside the intended use and is solely the Customer’s responsibility.

4. Ultimate responsibility and human oversight. Ultimate responsibility for content and the decision on use of AI Results remain with the Customer. The Customer shall have AI Results checked by qualified persons before use and ensure effective human oversight. It shall not make decisions based solely on automated processing that produce legal effects or similarly significant adverse effects (Art. 22 GDPR); AUTARQ supports decisions but does not replace them.

5. Allocation of roles under the AI Act. As between the parties, the Customer is responsible for the purpose, context and manner of use and generally assumes the role of deployer; MWAY provides the underlying functions. The Customer bears the deployer’s obligations (in particular Art. 26 AI Act). The parties shall support each other in fulfilling their respective statutory obligations to a reasonable extent; this does not entail assuming the other party’s statutory obligations.

6. High-risk use only under a separate agreement. Use of AUTARQ as or within a high-risk AI system within the meaning of the AI Act, particularly for purposes listed in Annex III — specifically in employment (including recruitment, task allocation, monitoring or evaluation of performance and behaviour, promotion or termination of employment) and education and vocational training (including access, allocation, evaluation of learning outcomes or examinations, and monitoring of examinations) — is prohibited without a prior separate written agreement with MWAY.

7. Change of role (Art. 25 AI Act). If the Customer uses AUTARQ for a high-risk purpose contrary to paragraph 6, makes a substantial modification or places AUTARQ on the market under its own name or trademark, it shall to that extent be regarded as a provider within the meaning of the AI Act and assume the associated provider obligations. The Customer shall indemnify MWAY against all resulting third-party claims, proceedings and regulatory measures.

8. Prohibited practices (Art. 5 AI Act). The Customer shall not engage in practices prohibited under Art. 5 AI Act. In particular, emotion recognition in the workplace and educational institutions, biometric categorisation to infer protected characteristics, social scoring, and the generation of non-consensual intimate images or depictions of child sexual abuse are prohibited. Further restrictions may arise from an Acceptable Use Policy, where agreed.

9. AI literacy (Art. 4 AI Act). The Customer shall ensure that persons involved in operating and using AUTARQ have a sufficient level of AI literacy.

10. Transparency (Art. 50 AI Act). Where applicable, MWAY indicates that users are interacting with an AI system or that content is AI-generated. The Customer shall ensure corresponding notices to its End Users and affected third parties to the extent that these obligations apply to it.

11. Inputs; rights; indemnification. The Customer shall ensure that it has the rights and legal bases required for input and processing and that inputs (prompts, files and data) do not infringe third-party rights. The Customer shall indemnify MWAY against third-party claims and regulatory measures arising from use of the AI Functions by the Customer or its End Users in breach of the contract or the law, in particular a violation of paragraphs 3, 6 or 8 or of third-party rights; § 13(1) remains unaffected.

12. Rights to AI Results. As between the parties, the Customer may use the AI Results provided to it within the contractually agreed scope; MWAY claims no rights of its own in them. No exclusive right or intellectual property right in AI Results is granted or guaranteed; identical or similar results may be provided to other users. Third-party rights and the terms of any open-source or third-party models used (§ 6) remain unaffected.

13. Models; further development; training. MWAY may change, replace or further develop the models, providers and parameters used at any time, provided the overall contractual benefit is not materially impaired; there is no entitlement to a particular model. MWAY does not use the Customer’s User Content to train its own or third-party AI foundation models unless expressly agreed. Processing of personal data is governed by the data processing agreement (§ 14).

§ 8 Customer obligations and cooperation; accounts

1. Accounts and access credentials. The Customer shall create the required accounts with valid information, keep access credentials confidential and be responsible for all activity under its accounts. It shall notify MWAY immediately of any loss, theft or unauthorised use of access credentials.

2. Lawful use. The Customer shall use the Services only in accordance with the law and the documentation. It shall not submit unlawful, infringing or harmful content or upload viruses or malicious code.

3. Own content. The Customer is solely responsible for its User Content, its lawfulness and the necessary rights.

4. Data backup. Subject to expressly agreed backup services (§ 9(5)), the Customer is responsible for backing up its content and shall do so regularly to a reasonable and customary extent, in accordance with the state of the art and the importance of the data, particularly before interventions in the Software, before updates/migrations and when operating On-Premise Software. MWAY is responsible for data loss only in accordance with § 13(5).

5. Cooperation. The Customer shall provide necessary information in a timely manner, supply a suitable system environment and the necessary prerequisites, designate a contact person and a substitute, review work results promptly, report defects immediately and comprehensibly, and cooperate in incident analysis to a reasonable extent.

6. Export/sanctions. The Customer shall comply with applicable import/export and sanctions regulations in connection with its use of the Services.

7. If the Customer or an End User breaches material obligations, the Customer shall bear the resulting additional costs. If the Customer fails to fulfil necessary cooperation obligations, MWAY shall not be in default to that extent.

8. Security updates (On-Premise). When operating On-Premise Software, the Customer is responsible for timely updates. It shall install updates, patches and security fixes provided by MWAY — particularly those addressing security vulnerabilities (e.g. zero-day vulnerabilities) — immediately and no later than within any deadline communicated by MWAY. If it fails to do so, the Customer shall bear the resulting consequences; subject to § 13(1), any warranty or liability of MWAY for damage, defects or security incidents resulting from updates not installed or not installed in time is excluded.

9. Reporting vulnerabilities and errors. If the Customer becomes aware of a security vulnerability, a security incident or another Software error (bug), it shall inform MWAY immediately in text form. Until coordination with MWAY, it shall, to the extent permitted by law, refrain from publishing such information or disclosing it to unauthorised third parties (responsible disclosure).

§ 9 Service levels: availability, maintenance and data backup

1. The following service levels apply to SaaS Services to the extent agreed in the Individual Contract or the Service Description. Unless otherwise agreed, the values below are target values without a guarantee of characteristics.

2. Availability. MWAY aims for availability of the SaaS Services of at least 99% as an annual average at the handover point. Scheduled maintenance windows, periods of force majeure, disruptions outside MWAY’s area of responsibility (in particular Customer infrastructure, third-party networks, push services and Third-Party Services) and disruptions attributable to the Customer do not count as downtime.

3. If availability has expressly been agreed as binding, a shortfall entitles the Customer, as the exclusive means of compensation, to a tiered reduction of the monthly base fee for the affected Service. Any further claims are governed exclusively by § 13.

4. Maintenance. Where possible, scheduled maintenance windows are arranged during periods of low usage and, where they may affect availability, announced at least two working days in advance; emergency maintenance is exempt. Maintenance windows are generally limited to two per month and a maximum of six hours per Service and count as available time.

5. Data backup. For SaaS Services, MWAY creates regular backups in accordance with the Service Description for restoration in the event of data loss attributable to MWAY. Otherwise, the Customer remains responsible for backing up its content (§ 8(4)).

§ 10 Support, incident reporting, error classes and response times

1. Support/helpdesk is available Monday to Friday from 9:00 to 17:00 (excluding public holidays in Baden-Württemberg) via the helpdesk provided by MWAY or hello@autarq.now (hereinafter “Support Hours”). The Customer may report incidents through its designated contact persons.

2. “Response Time” is the time until the first response (acknowledgement of receipt, ticket processing, email or telephone call) after receipt of a proper report within Support Hours. Classification of errors is carried out in consultation with the Customer.

3. The following response times apply to general and technical support enquiries (within Support Hours):

4. Error classification and response/target times for SaaS Services:

5. The times stated apply within Support Hours and, unless expressly agreed as binding, are target times without a guarantee of characteristics. Errors may also be resolved by a reasonable workaround. No independent entitlement to resolution beyond § 6 applies to open-source or Third-Party Services.

6. Services not included (Non-Defect Support). Handling enquiries that do not concern a defect (Non-Defect), particularly error class 4 — such as general usage, configuration and application questions, training and consulting, requests for modifications and extensions, and integration of systems for which MWAY is not responsible — is not included in the fees for SaaS, maintenance, software care or subscription services. For such enquiries, the Customer may book a support allowance in the form of person-days, charged according to the price list in force at the relevant time and consumed when handling such enquiries. The response times under paragraph 3 remain unaffected; however, substantive handling of Non-Defect enquiries requires a booked and sufficient allowance. Without such an allowance, MWAY is not obliged to handle them; any services nevertheless provided will be charged on a time-and-materials basis according to the price list in force at the relevant time.

§ 11 Fees, payment, price adjustments and taxes

1. Fees are determined by the Individual Contract or the price list in force when the contract is concluded. Unless otherwise agreed, SaaS Services are billed periodically in advance (annually or monthly). All prices are exclusive of applicable statutory VAT.

2. Invoices are due without deduction within 10 days of receipt. Statutory provisions apply in the event of late payment (§§ 286 and 288 BGB).

3. For continuing contractual relationships, MWAY may adjust recurring fees by giving three months’ notice in text form. In the event of an increase, the Customer has a special right to terminate with effect from the date the increase takes effect.

4. The Customer may offset claims only if they are undisputed or have been finally established by a court, or exercise a right of retention only on that basis; the latter additionally requires that the claim arise from the same contractual relationship.

5. If the Customer is exempt from tax or the reverse-charge procedure applies, it shall provide MWAY with evidence without being requested to do so.

§ 12 Warranty / material defects and defects in title

1. MWAY provides the Services with the characteristics agreed in the Individual Contract or the Service Description in accordance with the state of the art at the time the contract is concluded. No characteristics beyond these are owed. MWAY assumes no guarantees, particularly no guarantees of characteristics or durability (§§ 443 and 639 BGB). A guarantee arises only if MWAY expressly identifies a declaration as a “guarantee” in writing and it is made by MWAY’s management in the Individual Contract; statements in advertising, product or service descriptions or by employees do not constitute a guarantee. It is consistent with the state of the art that Software is not entirely free of errors; uninterrupted or error-free usability and suitability for any purpose beyond the agreed characteristics are neither owed nor assured.

2. Defects are exclusively reproducible deviations from the agreed characteristics that are attributable to MWAY. In particular, impairments arising within the Customer’s sphere (hardware, operating environment, incorrect operation or erroneous data), from Third-Party Services/OSS and, in accordance with § 7, the typical characteristics of AI-generated results do not constitute defects. If the Customer or a third party commissioned by it modifies, alters or changes the Software — particularly through changes to the code, decompilation or incorporation of third-party components — without MWAY’s prior consent, the warranty for the affected Services ceases to apply; this does not apply if the Customer proves that the defect is neither wholly nor partly attributable to the modification.

3. For material defects, MWAY provides a remedy, at its choice, by rectifying the defect or supplying a version free of defects, including through a reasonable workaround. MWAY is entitled to at least two attempts to remedy the defect. Only after remedy has definitively failed within a reasonable additional period may the Customer reduce the fee or, where the defect is more than insignificant, withdraw from the contract; MWAY pays damages and reimbursement of expenses only in accordance with § 13.

4. For SaaS Services (rental character), strict liability under § 536a(1), first alternative, BGB for defects already present when the contract is concluded is excluded.

5. Limitation periods. Claims for material defects and defects in title in the case of permanent supply of Software become time-barred one year after delivery. This does not apply in cases of intent, gross negligence, fraudulently concealed defects, personal injury, defects in title involving infringement of ownership or surrender claims, or mandatory statutory liability. For SaaS/rental Services, statutory limitation periods apply, subject to the proviso that limitation of claims for damages is governed by § 13.

6. Defects in title. If third-party rights prevent contractual use, MWAY shall, at its choice, procure a lawful means of use or modify or replace the affected Service. § 6 remains unaffected.

7. MWAY may charge for effort arising from unjustified defect reports (no defect or a cause within the Customer’s sphere) according to the price list in force at the relevant time, provided the Customer is at fault.

§ 13 Liability

1. MWAY is liable without limitation

(a) in cases of intent and gross negligence;

(b) for damage arising from injury to life, body or health resulting from a negligent or intentional breach of duty by MWAY or a statutory representative or vicarious agent;

(c) under an expressly assumed guarantee or guarantee of characteristics;

(d) for fraudulently concealed defects;

(e) under the German Product Liability Act.

2. In the event of a slightly negligent breach of a material contractual obligation (a cardinal obligation) — meaning an obligation whose fulfilment is essential to proper performance of the contract and on whose compliance the Customer may regularly rely — MWAY’s liability is limited in amount to damage typical of the contract and foreseeable when the contract is concluded.

3. Otherwise, MWAY’s liability is excluded, regardless of the legal basis, particularly under warranty, default, impossibility, tort or a pre-contractual obligation.

4. Liability cap. To the extent liability under paragraph 2 is limited in amount, it is limited per damage event to the order value of the affected Individual Contract and, for continuing contractual relationships, to the fees paid for the affected Service in the relevant contract year, but in aggregate to no more than EUR 25,000 per contract year. Unlimited liability under paragraph 1 remains unaffected.

5. Data loss. Under the principles above, MWAY is liable for data loss only to the extent that the Customer has performed data backups appropriate to the application and in accordance with the state of the art; liability is limited to the restoration effort that would also have been incurred with proper backups. Paragraph 1 remains unaffected.

6. The defence of contributory negligence (§ 254 BGB) remains available.

7. The limitations of liability above also apply in favour of MWAY’s statutory representatives, employees, affiliated companies and vicarious agents.

8. No contractual penalties; no further responsibility. MWAY owes no contractual penalties. No liability beyond the preceding paragraphs is assumed; in particular, MWAY assumes no strict or financially unlimited responsibility or indemnification obligation, specifically for infringement of third-party rights. § 12(6) (defects in title) and mandatory liability under paragraph 1 remain unaffected.

§ 14 Data protection

1. Principle. The Customer shall not process personal data in AUTARQ unless and to the extent that the parties have concluded a data processing agreement (hereinafter “DPA”) under Art. 28 GDPR for this purpose. Without such an agreement, the Customer shall refrain from entering and processing personal data, including through its End Users, and shall ensure this through appropriate organisational measures.

2. Processing on behalf of the Customer. If the Customer intends to process personal data in AUTARQ — which may regularly be the case with Autarq Work and Autarq Chat — it shall first conclude a DPA with MWAY under Art. 28 GDPR; this takes precedence over these Terms for the processing of personal data. The Customer shall provide MWAY with the information required for the DPA, particularly the type of personal data processed, the categories of data subjects and, where appointed or designated, its data protection officer and their contact details.

3. The Customer is the controller under data protection law and shall ensure the legal bases for processing. Hosting takes place in data centres in Germany or the EU in accordance with the Service Description.

4. If the Customer processes personal data without an existing DPA contrary to paragraph 1, it is solely responsible and shall indemnify MWAY against third-party claims and regulatory measures arising from such processing; §§ 8 and 13 remain unaffected.

5. The privacy notice is available at www.autarq.now/datenschutz.

§ 15 Confidentiality

1. The parties shall treat the other party’s confidential information and trade and business secrets as confidential and use them only to perform the contract. MWAY’s trade secrets include, in particular, the Software, concepts, techniques, commercial terms and non-public technical and commercial information.

2. This excludes information that is or becomes generally known, was already known to the receiving party, was lawfully made available to it by third parties or was independently developed by it. Statutory disclosure obligations remain unaffected.

§ 16 Rights to User Content; suggestions; references

1. The Customer’s User Content remains with the Customer or its licensors. MWAY receives a non-exclusive right to use User Content, limited to performance of the contract, to the extent necessary to provide the Services.

2. MWAY may use improvement suggestions and feedback (suggestions) free of charge and without restriction as to time or territory.

3. Naming the Customer for reference or advertising purposes requires its prior consent.

§ 17 Force majeure

MWAY is not liable for delays or failure to fulfil obligations to the extent that they result from events beyond its reasonable control (force majeure), in particular natural events, epidemics/pandemics, industrial action, failures of power, telecommunications or network infrastructure, disruptions affecting suppliers/third-party providers, government measures, war or terrorism. Performance deadlines are extended by the duration of the impediment plus a reasonable restart period.

§ 18 Term, termination, contractual consequences and data export

1. The term and notice periods are determined by the Individual Contract. Fixed-term contracts — particularly maintenance, software care and subscription services — automatically renew for successive periods of twelve months unless terminated in text form with three months’ notice before the end of the relevant term, unless a different renewal period is agreed in the Individual Contract. Unless otherwise agreed, continuing contractual relationships concluded for an indefinite period may be terminated in text form with three months’ notice to the end of a month. § 648 BGB applies to contracts for work.

2. The right to extraordinary termination for good cause remains unaffected. Good cause for MWAY exists particularly if the Customer is in arrears with a substantial amount for more than 15 days, suspends payments, insolvency proceedings are applied for or opened, or it fails to fulfil material obligations despite a warning.

3. The Customer’s usage rights end when termination takes effect. On-Premise Software must be returned or deleted; deletion must be confirmed in writing upon request. §§ 15, 16 and 13 and claims for fees due remain in effect.

4. Data export. Within 30 days after the end of the contract, MWAY shall enable the Customer, subject to settlement of outstanding claims, to export or receive its User Content in a common format as part of customary migration support. Thereafter, MWAY may delete User Content, subject to statutory retention obligations and the provisions of the data processing agreement.

§ 19 Temporary suspension

MWAY may temporarily suspend access for the Customer or individual End Users, in whole or in part and after prior notification, if there is a security risk to the Services or third parties, the Customer is more than 15 days in arrears, or it breaches material obligations under these Terms. During suspension, the Customer remains obliged to pay the agreed fees. The right to extraordinary termination (§ 18(2)) remains unaffected.

§ 20 Final provisions

1. Changes to these Terms. MWAY may amend these Terms with effect for the future. Adverse changes will be notified to the Customer in text form at least 30 days before taking effect. If the Customer does not object within 30 days and continues to use the Services, the changes are deemed accepted; the notification will draw attention to this. If the Customer objects, either party may terminate the continuing contractual relationship with effect from the date the change takes effect.

2. Changes and additions to the contract require text form; this also applies to waiver of this form requirement. There are no oral ancillary agreements.

3. The Customer may transfer rights and obligations under the contract only with MWAY’s prior written consent. MWAY may transfer the contract to affiliated companies.

4. If individual provisions are or become invalid or unenforceable, the remainder of the contract remains valid. The statutory rule shall apply in place of the invalid provision; the same applies to gaps in the provisions.

5. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Stuttgart is the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. MWAY may also bring proceedings against the Customer at its general place of jurisdiction. The place of performance is MWAY’s registered office.

6. If this contract is translated into another language, only the German version shall prevail in the event of discrepancies.

Version 1.0 · Last updated: September 2026