General Terms and Conditions

1. Scope, Contract Structure and Definitions

1.1 Scope (B2B only). These General Terms and Conditions ("Terms") apply exclusively to business customers (entrepreneurs within the meaning of § 14 German Civil Code (BGB)) ("Customer"). Consumers (§ 13 BGB) are excluded.

1.2 Contract structure / precedence. The contract between repath and the Customer consists of:

(a) the Order Form / Quote (incl. scope, fees, term, start date, user limits, etc.) accepted or signed by the Customer; and

(b) these Terms.

In case of conflict, the Order Form / Quote takes precedence over these Terms.

1.3 No Customer T&Cs. Conflicting or additional terms and conditions of the Customer shall not apply, even if repath does not expressly object, unless repath expressly agrees to them in writing (text form is sufficient unless mandatory law requires otherwise).

1.4 Definitions.

"Software" means repath's cloud-based climate risk and adaptation software solution provided as SaaS, including the corresponding user interface and documentation as made available by repath from time to time.

"Documentation" means user and technical documentation made available by repath (e.g., within the Software or via a documentation portal).

"Users" means the number of named or registered end users permitted under the Order Form / Quote.

"Customer Input Data" means all data the Customer uploads, enters or otherwise provides for processing within the Software (e.g., asset information, coordinates, values, thresholds and other parameters).

"Results" means outputs generated by the Software (e.g., reports, visualizations, datasets, exports, analyses) based on Customer Input Data and repath's datasets/methodologies.

"Affiliate" means an entity controlling, controlled by, or under common control with the Customer (control meaning >50% voting rights or comparable controlling influence).

2. Provision of the Software, Right of Use, Restrictions

2.1 SaaS delivery. The Software is hosted and provided by repath via the internet. No physical transfer of the Software, source code, or installation on the Customer's systems is owed.

2.2 Right of use (license). For the contractual term, repath grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely for the Customer's internal business purposes and only within the scope defined in the Order Form / Quote (e.g., features, limits, number of Users).

2.3 Restrictions. The Customer shall not, and shall not permit third parties to:

(a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, underlying ideas or algorithms, except to the extent permitted by mandatory law (in particular § 69e UrhG);

(b) copy, modify, create derivative works of, or reproduce the Software beyond what is necessary for contractual use;

(d) use the Software to build or offer a competing product or service, or to benchmark publicly without repath's prior written consent.

2.4 Access data. Access credentials are personal and must be kept confidential. The Customer shall ensure that Users comply with these Terms.

3. Availability, Updates and Support

3.1 Availability. repath targets an average availability of 98% per calendar year. Downtime periods are excluded from the calculation where unavailability is due to:

(a) planned maintenance (including security maintenance),

(b) force majeure,

(d) Customer's breach of contract (including misuse, exceeding limits, or security violations).

3.2 Maintenance and changes. repath may perform maintenance and update the Software from time to time. The Software is a continuously evolving service; repath may reasonably adapt features, UI, datasets and methodologies, provided that the overall functionality of the agreed service is not materially reduced. Material changes will be communicated in advance where reasonably practicable.

3.3 Support. repath provides technical support for defects and malfunctions during regular business hours via remote communication channels. Support details (e.g., channels, response targets) may be described in the Order Form / Quote or operational support guidelines.

4. Customer Obligations

4.1 IT requirements. The Customer is responsible for providing and maintaining the required IT environment (hardware, internet connection, browsers) to access and use the Software.

4.2 Security / access control. The Customer is responsible for ensuring appropriate internal security measures and for safeguarding access credentials (including SSO credentials if applicable). Any actions performed under the Customer's accounts are attributable to the Customer, unless the Customer proves the action was caused by repath.

4.3 Data accuracy and rights. The Customer is solely responsible for the accuracy, completeness and legality of Customer Input Data and warrants it has all rights and permissions required to provide such data to repath for processing under this Agreement.

4.4 Defect notice and cooperation. The Customer shall notify repath of defects without undue delay and provide sufficient information for troubleshooting. The Customer shall reasonably cooperate in error analysis and remediation.

4.5 Compliance. The Customer shall use the Software in compliance with applicable laws and shall not upload or process illegal content.

5. Fees, Payment and Price Adjustments

5.1 Fees. Fees and billing frequency are defined in the Order Form / Quote. All fees are net prices exclusive of statutory VAT.

5.2 Invoicing and payment. Unless otherwise agreed in the Order Form / Quote, invoices are issued annually upfront and are due within 14 days from invoice date. The Customer bears bank charges and transfer fees.

5.3 Late payment; suspension. If the Customer is in payment default, repath may (i) charge statutory default interest and (ii) after prior notice, suspend access to the Software until all outstanding amounts are paid. This does not limit repath's other rights.

5.4 Reasonable price adjustment (renewal). repath may reasonably increase fees after the initial term with a notice period of at least six (6) weeks prior to the start of a renewal term ("Price Adjustment Notice").

If the Customer does not accept the fee increase, the Customer may terminate the Agreement for convenience with effect as of the end of the then-current term by giving notice in text form within thirty (30) days after receipt of the Price Adjustment Notice. If the Customer does not terminate within this period, the adjusted fees apply from the renewal date.

6. Term, Renewal and Termination

6.1 Term and start. The Agreement starts on the Start Date specified in the Order Form / Quote. The initial term is as specified therein (typically 12 months) ("Initial Term").

6.2 Renewal. Unless terminated in accordance with these Terms, the Agreement automatically renews for successive periods equal to the Initial Term (each a "Renewal Term"). Either party may terminate for convenience with 30 days' notice prior to the end of the then-current term (text form sufficient).

6.3 Termination for cause. Either party may terminate the Agreement for good cause (wichtiger Grund). Good cause includes, in particular:

(a) material breach by the other party not cured within a reasonable cure period after written notice;

(b) Customer's serious violation of Section 2.3 (Restrictions) or unauthorized third-party access attributable to the Customer;

(d) insolvency proceedings opened over the other party's assets, to the extent permitted by law.

6.4 Form. Termination notices must be in text form (e.g., email) unless mandatory law requires stricter form.

6.5 Effects of termination. Upon termination:

(a) the Customer's right to use the Software ends;

(b) the Customer must stop using the Software and ensure Users stop using it;

7. Results, Confidentiality of Outputs and Third-Party Disclosure

7.1 Use of Results. The Customer may use Results solely for its internal business purposes.

7.2 No disclosure of Results to third parties. The Customer shall not disclose Results to third parties without repath's prior written consent, except to:

(a) the Customer's Affiliates, and/or

(b) the Customer's professional advisors (e.g., auditors, legal counsel, consultants) who are bound by confidentiality obligations, provided disclosure is limited to a need-to-know basis.

7.3 No public publication. The Customer shall not publicly publish Results (e.g., marketing materials, public reports, press releases) without repath's prior written consent.

8. Intellectual Property, Customer Input Data and Data Use

8.1 Ownership. repath and its licensors retain all intellectual property rights in and to the Software, including models, algorithms, workflows, documentation and all updates.

8.2 Customer Input Data ownership. The Customer retains ownership of Customer Input Data.

8.3 License to provide the service. The Customer grants repath a non-exclusive, worldwide, royalty-free right to host, process and use Customer Input Data as necessary to provide and maintain the Software and related support.

8.4 Anonymized/aggregated data use. The Customer agrees that repath may use Customer Input Data in anonymized and/or aggregated form to improve the Software, develop new functionalities and train/improve analytical or AI models, provided such anonymized/aggregated data cannot reasonably be traced back to the Customer or specific assets.

8.5 Customer warranties. The Customer represents and warrants that it has all rights, consents and authority necessary to grant the licenses in this Section 8 and that repath's permitted use does not infringe third-party rights.

9. Confidentiality

9.1 Confidential Information. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Agreement that is marked as confidential or that should reasonably be understood as confidential, including in particular: the Software, Documentation, access credentials, pricing, product strategies, and non-public Results.

9.2 Obligations. The Receiving Party shall:

(a) use Confidential Information solely to perform the Agreement;

(b) protect it with at least the same care it uses for its own confidential information (but not less than reasonable care);

(d) not disclose it to third parties except as permitted by this Agreement or required by law.

9.3 Exclusions. Confidential Information does not include information that the Receiving Party can prove:

(a) was publicly known without breach of this Agreement;

(b) was lawfully known to the Receiving Party prior to disclosure;

(d) was lawfully obtained from a third party without confidentiality breach.

9.4 Compelled disclosure. If disclosure is required by law or authority order, the Receiving Party shall, to the extent permitted, notify the Disclosing Party in advance and reasonably cooperate to limit disclosure.

9.5 Term. Confidentiality obligations apply during the term and for five (5) years after termination, except for trade secrets which remain protected as long as they qualify as trade secrets.

10. Data Protection (GDPR)

10.1 Compliance. The parties shall comply with applicable data protection laws, in particular the GDPR.

10.2 Processor / DPA. To the extent repath processes personal data on behalf of the Customer within the meaning of Art. 28 GDPR, the parties shall conclude a Data Processing Agreement (DPA).

11. Data Export, Retention and Deletion (Minimal Standard)

11.1 Export during term. During the term, the Customer may export Customer Input Data and Results using the Software's standard export functions (if and to the extent available for the contracted scope).

11.2 Post-termination access / export. After termination, repath may, upon Customer request, provide a reasonable opportunity to export Customer Input Data within 30 days, unless the Agreement was terminated for cause due to Customer misconduct and repath's compliance obligations or security concerns require otherwise.

11.3 Deletion. repath may delete Customer Input Data after the period in Section 11.2, unless retention is required by law or for legitimate purposes such as security, dispute resolution, or backups. Backups are protected and overwritten/deleted in the ordinary course.

12. Indemnification

12.1 Customer indemnity. The Customer shall indemnify and hold harmless repath from and against third-party claims (including reasonable legal fees) arising out of or in connection with:

(a) Customer Input Data (including alleged infringement of third-party rights),

(b) Customer's use of the Software in breach of these Terms, or

12.2 Procedure. repath shall promptly notify the Customer of such claims and reasonably cooperate in the defense. The Customer shall not settle any claim in a way that imposes obligations on repath without repath's prior consent (not to be unreasonably withheld).

13. Scientific/Methodology Disclaimer

13.1 Scenario-based projections. The Customer acknowledges that Results are based on scientific models and scenarios and represent scenario-based projections, not certain predictions of future conditions.

13.2 Customer responsibility. The Customer remains solely responsible for decisions and actions taken based on Results. repath is not liable for business, investment or operational decisions made by the Customer based on Results, subject to Section 14 (Liability).

14. Liability, Liability Cap and Limitation Period

14.1 Unlimited liability. repath is liable without limitation for:

(a) intent and gross negligence;

(b) injury to life, body or health; and

14.2 Liability for cardinal duties (slight negligence). In cases of slight negligence, repath is liable only for the breach of essential contractual obligations (cardinal duties). In such cases, liability is limited to the foreseeable, typical damage.

14.3 Liability cap (market standard, B2B SaaS). Except for cases under Section 14.1, repath's aggregate liability arising out of or in connection with the Agreement (regardless of legal basis) is capped at the total fees paid (or payable) by the Customer for the Software during the twelve (12) months preceding the event giving rise to the claim.

14.4 Data loss limitation. Liability for data loss is limited to the typical recovery effort that would have been required if the Customer had performed regular and appropriate data backups.

14.5 Exclusion of strict liability for initial defects (§ 536a BGB). To the extent permitted by law, strict liability pursuant to Section 536a (1) BGB for defects already existing at the commencement of the Agreement is excluded. This does not apply in cases of intent, gross negligence, fraudulent concealment of defects, or where repath has expressly assumed a guarantee (Garantie).

14.6 Limitation period (Verjaehrung). Claims for damages shall become time-barred within twelve (12) months from the date the Customer became aware of the circumstances giving rise to the claim (or should have become aware without gross negligence). This does not apply to claims under Section 14.1 or where mandatory statutory limitation periods apply.

14.7 Contributory negligence. Any contributory negligence of the Customer shall be taken into account.

15. Final Provisions

15.1 Governing law. This Agreement is governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2 Jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Hamburg, Germany, to the extent legally permissible.

15.3 Text form; amendments. Amendments and supplements to the Agreement must be made in text form (e.g., email) unless mandatory law requires otherwise.

15.4 Severability. Should any provision of these Terms be invalid or unenforceable, the remaining provisions remain effective. The parties shall replace the invalid provision with a valid provision that comes closest to the economic intent.

15.5 Reference use (optional, consent-based). repath may name the Customer as a reference customer and use the Customer's logo only with the Customer's prior consent (text form sufficient).

General Terms and Conditions (GTC)