General Terms and Conditions

for the provision of services by Axveru GmbH, Badstrasse 18/1, 71134 Aidlingen, Germany, e-mail: staff@axveru.com (hereinafter “Contractor”) to its customers (hereinafter “Client”)

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor that incorporate these GTC.

1.2 The Contractor does not conclude contracts with consumers or private individuals.

1.3 The Contractor is entitled to subcontract the required services in its own name and for its own account to subcontractors, who may in turn also use subcontractors. The Contractor remains the Client’s sole contractual partner. Subcontractors will not be used if it is apparent to the Contractor that their use would be contrary to the legitimate interests of the Client. Where subcontractors process personal data on behalf of the Client (sub-processors), their engagement is governed exclusively by the Data Processing Agreement (Section 3.3).

1.4 Where further contractual documents have become part of the contract in addition to these GTC, the following order of precedence applies in the event of conflict: (a) the Data Processing Agreement pursuant to Art. 28 GDPR / UK GDPR (“DPA”) with respect to the processing of personal data; (b) the individual contract (e.g. the order form or the offer accepted by the Client); (c) the Service Level Agreement (“SLA”) including its annexes; (d) these GTC. Other contractual documents or terms and conditions that have become part of the contract in text or written form likewise prevail over these GTC.

1.5 The Contractor does not accept any terms and conditions of the Client that deviate from these GTC – unless expressly agreed to.

1.6 These GTC are available in German and English. In the event of discrepancies between the two versions, the German version prevails.

2. Subject Matter and Scope of Services

2.1 The Contractor, as an independent entrepreneur, provides the following services to the Client:

The development, operation, licensing and distribution of software solutions and digital services,

in particular in the areas of fleet management, tachograph services, compliance management, data processing

and digital interfaces, as well as all related consulting, support and integration services.

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client. For TACHRON, Section 3 applies in addition.

2.3 The Contractor performs the contractual services with the greatest possible care and diligence in accordance with the latest state of the art, rules and findings.

2.4 The Contractor is obliged to provide the services owed under the contract. In performing its activities, however, it is not subject to any instructions regarding the manner, place or time of performance of its services. It will, however, schedule its working days and the time allocation on those days itself in such a way that optimum efficiency is achieved in its activities and in the realisation of the subject matter of the contract. The Contractor provides its services only in consultation and coordination with the Client.

3. TACHRON (Software as a Service)

3.1 Where the Contractor provides TACHRON, its tachograph compliance engine, to the Client as Software as a Service, the following provisions apply in addition. The individual contract, these GTC and the SLA together form the agreement for TACHRON (“Agreement”).

3.2 Service levels: The committed availability, planned maintenance, support, response and restoration times, escalation, service credits and the extraordinary right of termination for repeated failure are governed by the SLA. The current version of the SLA is published at https://www.tachron.eu/en/legal/sla. The version in force at the time the contract is concluded applies; amendments are governed by Section 12.2 SLA.

3.3 Data Processing Agreement: Insofar as the Contractor processes personal data on behalf of the Client, the parties conclude a DPA pursuant to Art. 28 GDPR / UK GDPR. The DPA governs in particular the technical and organisational measures (TOMs), the engagement of sub-processors, the notification of personal data breaches and of requests from authorities, and the erasure of data after the end of the contract.

3.4 Trust Center: Information on data location, the jurisdiction to which the ICT infrastructure used is subject, the current sub-processors and the measures against unlawful international governmental access (Art. 28 Data Act) is published in the TACHRON Trust Center at https://www.tachron.eu/en/trust-center. The binding obligations of the Contractor follow from the Agreement and the DPA.

3.5 Data export and retrieval: During the term, the Client may at any time export all DDD files and derived data in a structured, commonly used and machine-readable format via the open, documented API, free of charge. After the end of the term, the Client has a retrieval period of thirty (30) calendar days. Details, including the access restrictions during the retrieval period, are set out in Section 10.5 SLA.

3.6 Switching (Data Act): The Client may request, with a notice period of no more than two (2) months, to switch to another provider or to port its exportable data to its own infrastructure. This right exists irrespective of an agreed fixed or minimum term. A transitional period of no more than thirty (30) calendar days follows the notice period. The Agreement for the affected TACHRON subscription ends upon successful completion of the switching process; if the Client requests the erasure of its data instead of switching, it ends at the end of the notice period. The Contractor will confirm the end of the Agreement in text form. The Contractor does not charge any switching or data egress charges. The process, the exportable data (Annex 3 SLA) and the online register of data structures and formats are set out in Section 10.6 SLA.

4. Client’s Duties to Cooperate

The Client is responsible for providing the information, data and other content to be made available by it for the purpose of performing the services completely and correctly. The Contractor shall in no respect be responsible to the Client for delays in the provision of services caused by late provision of necessary cooperation or contributions by the Client; the provisions under the heading “Liability / Indemnification” remain unaffected. For TACHRON, the Client’s cooperation in incident management is additionally governed by Section 6.4 SLA.

5. Remuneration

5.1 The remuneration is agreed in the individual contract.

5.2 The remuneration is payable after the services have been rendered. If the remuneration is calculated by periods of time, it is payable at the end of each period (Section 614 of the German Civil Code, BGB). In the case of billing based on time and expenses, the Contractor is entitled, unless otherwise agreed, to invoice the services rendered on a monthly basis.

5.3 After the services have been rendered, the Contractor will send the Client an invoice by post or by e-mail (e.g. as a PDF). The remuneration is due for payment within 14 days of receipt of the invoice.

5.4 Service credits under the SLA are set off against the next invoice(s) in accordance with Section 8.2.3 SLA.

6. Liability / Indemnification

6.1 The Contractor is liable without limitation on any legal grounds in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, on the basis of a guarantee, unless otherwise provided in this respect, or on the basis of mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies pursuant to the preceding sentence. Material contractual obligations are obligations that the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely. In all other respects, the Contractor’s liability is excluded. The above liability provisions also apply with regard to the Contractor’s liability for its vicarious agents and legal representatives.

6.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor on the basis of the Client’s breaches of these contractual terms or of applicable law.

6.3 The relationship between service credits under the SLA and other claims of the Client is governed by Section 8.5 SLA.

7. Term and Termination

7.1 The parties agree individually on the term of the contract and the notice periods for ordinary termination.

7.2 The right of both parties to terminate without notice for good cause remains unaffected. The extraordinary right of termination under Section 8.4 SLA and the switching right under Section 3.6 also remain unaffected.

7.3 After termination of the contract, the Contractor shall, at the Client’s option, without undue delay return or destroy all documents and other content provided to it. The assertion of a right of retention in respect thereof is excluded. Electronic data shall be deleted completely. For Client data stored in TACHRON, the retrieval period pursuant to Section 3.5 and Section 10.5 SLA applies first; thereafter, the Contractor erases the Client data in accordance with the DPA. This does not apply to documents and data for which a longer statutory retention obligation exists, but only until the end of the respective retention period. At the Client’s request, the Contractor shall confirm the deletion in writing.

8. Confidentiality and Data Protection

8.1 The Contractor shall treat all matters that come to its knowledge in connection with the order as strictly confidential. The Contractor undertakes to impose the obligation of confidentiality on all employees and / or third parties who have access to the information relating to the subject matter of the contract. The obligation of confidentiality shall continue indefinitely beyond the term of this contract.

8.2 The Contractor undertakes to comply with all data protection regulations when performing the order – in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Insofar as the Contractor processes personal data on behalf of the Client, the DPA (Section 3.3) applies with priority.

9. Final Provisions

9.1 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions of these GTC shall not be affected.

9.3 If the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Stuttgart, Germany; this corresponds to Section 12.3 SLA. Mandatory exclusive places of jurisdiction remain unaffected.

9.4 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or the business or corporate strategy) subject to a reasonable notice period. Existing clients will be notified of this by e-mail no later than two weeks before the amendment takes effect. If the existing client does not object within the period set in the notice of amendment, its consent to the amendment shall be deemed to have been given. If it objects, the amendments shall not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily with effect from the date on which the amendment would have taken effect. The notification of the intended amendment of these GTC will point out the period and the consequences of an objection or of the absence of an objection. Amendments to the SLA are governed by Section 12.2 SLA, amendments to the DPA by its provisions.

10. Information on Consumer Dispute Resolution

The provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

Our e-mail address can be found in the heading of these GTC.

As of: 1 November 2026