General terms and conditions for the use of the software (as of 15 January 2025)

onu.energy is a German provider of energy procurement solutions for energy-intensive companies. The company develops intelligent IT-based solutions for the procurement and use of energy and for energy-related investments.

§ 1 Scope

onu.energy is the manufacturer of the onu.energy Suite (hereinafter >>Software<<) and continuously develops this cloud-based solution.

The customer (hereinafter >>Customer<<) uses the Software to make better decisions on energy procurement and energy consumption.

With this in mind, the parties agree as follows:

§ 2 Subject matter of the contract

1. The Customer receives the Software from onu.energy for use in accordance with § 2. For the entire term of the contract, the Customer must protect the Software from third-party access in a suitable manner (see also § 3 (2)). The Customer’s governing bodies and employees, companies affiliated with the Customer (also as defined in Section 15 of the German Stock Corporation Act, AktG) and their governing bodies and employees, as well as advisers of the Customer who are bound to confidentiality by profession or contract, are not third parties within the meaning of this provision.
2. The name of the Software and all rights associated with the Software, as well as the Software itself and all copies made, remain the exclusive property of onu.energy at all times. This agreement does not grant the Customer any rights of use or exploitation in related confidential information, related know-how or any industrial property rights applied for or granted in this respect.
3. Providing the Software does not create any obligation on the part of onu.energy beyond this contract.

§ 3 Scope of use of the Software

1. The Customer is entitled to work productively with the Software and to use it for its professional / business activities. Renting, reselling or otherwise providing, passing on or making the Software available to third parties, in whole or in part, is only permitted with the written consent of onu.energy.
2. The Customer is prohibited from reverse engineering, decompiling or disassembling the Software provided, from otherwise editing or modifying the object code, from attempting to discover the source code of the program, and from developing or creating programs derived from the Software.

§ 4 Support and internet-based services

1. The onu.energy support team is available to the Customer for questions and problems relating to the Software provided and its use, and endeavours to find solutions where this is technically feasible with economically reasonable effort. However, the Customer has no claim against onu.energy to have a reported problem solved.
2. With the Software, onu.energy provides the Customer with internet-based services. onu.energy is entitled to change the content of these services at any time. Under certain circumstances, this may give the Customer a right to extraordinary termination under § 7.
3. The Software connects to onu.energy’s computer systems via the internet and transmits computer information to onu.energy without separately notifying the Customer. By using the Software, the Customer agrees to the transmission of this information. onu.energy will not use the transmitted information to identify or contact the Customer, nor pass it on to third parties outside the company. The internet protocols that send information about the configuration of the Customer’s computer to onu.energy, such as the IP address, the type of operating system and the type of browser, are treated as strictly confidential and anonymous. onu.energy uses this information only to provide the internet-based service to the Customer and to improve onu.energy’s software and services.

§ 5 Confidentiality and data

1. The Customer undertakes to treat the Software and any documentation or information provided by onu.energy about the Software, the functions shown in the Software, etc. (hereinafter “Confidential Information”) as confidential and not to pass it on to third parties. The Customer’s governing bodies and employees, companies affiliated with the Customer and their governing bodies and employees, as well as advisers of the Customer who are bound to confidentiality by profession or contract, are not third parties within the meaning of this provision. The Customer ensures that the persons named in sentence 3 also treat Confidential Information as strictly confidential and do not pass it on to third parties. The above confidentiality obligations do not apply if a. onu.energy has given the Customer its prior written consent to pass on the Confidential Information to a third party in the specific case, or b. the Customer is obliged to disclose the Confidential Information by order of a competent court, authority or other public-law body, by law, or under the rules of a stock exchange.
2. The Customer further undertakes to make the Software and the documentation available only to those employees who need them for their use, and to take suitable measures to prevent employees from passing on this information. If the Customer uses staff who are not vicarious agents, the Customer must in turn contractually oblige them to comply with all obligations set out in this contract, unless they are already bound to confidentiality by profession. At onu.energy’s request, the Customer must provide evidence of compliance with the above obligations.
3. The Customer undertakes not to exploit any technological or economic information and data associated with the Software, and in particular not to file any applications for industrial property rights.
4. When providing the services, onu.energy will comply with the applicable statutory data protection provisions in their current version.
5. In addition, both parties undertake to treat confidential information of the other party received in the course of this business relationship as confidential for a period of 24 months from the start of the contract and not to disclose it to third parties, unless there is a legal obligation to disclose it. Documents or files containing confidential information that have been provided to the other party must be returned to that party or properly destroyed immediately after their use in accordance with the contract, and at the latest when this agreement ends, so that no third party can gain knowledge of them. The parties ensure that their employees, sub-agents and other auxiliary persons also comply with these obligations.
6. onu.energy is entitled to use the Customer’s name, logo and the nature of the specific activity as a reference. To this extent, the Customer releases onu.energy from its duty of confidentiality.

§ 6 Fees

Invoices are issued annually in advance. The fee is due for payment 14 calendar days after the Customer receives the invoice.

§ 7 Contract term and termination

1. The contract begins when the Customer signs the offer and, unless otherwise agreed, is concluded for an indefinite period. It can be terminated annually with three months’ notice.
2. The right to extraordinary termination for good cause remains unaffected.
3. Good cause for onu.energy exists in particular a. if the Customer is more than 14 calendar days in arrears with the payment of due fees after a prior reminder, or b. in the event of a breach of the confidentiality obligations under § 3.
4. The Customer has a special right of termination if onu.energy is permanently unable to solve problems that occur when using the Software. This also applies if features that are essential for the Customer are removed from the Software and onu.energy has had a reasonable period of time to integrate the features again.
5. Unless otherwise agreed, the Software will be made available to the Customer within 14 calendar days of the start of the contract.

§ 8 Exclusion of warranty and liability

1. onu.energy will maintain and update the Software with the care customary in the industry. No guarantee is given for the correctness, completeness and accuracy of the content, recommendations and other services.
2. onu.energy points out that, according to the current state of the art, it is not possible with reasonable effort to keep software products completely free of errors. However, onu.energy will keep the Software free of defects that more than insignificantly impair its suitability for use in accordance with the contract or its intended purpose. The Customer must notify onu.energy immediately of the nature and occurrence of any material defects.
3. onu.energy’s liability for damages, on whatever legal grounds, is limited to damage caused intentionally or through gross negligence by onu.energy or its vicarious agents, or based on their culpable breach of material contractual obligations. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the contractual partner regularly relies and may rely. The correctness of the Software’s content recommendations is not a material contractual obligation. onu.energy has unlimited liability for intent and gross negligence of its governing bodies and executive employees and for culpable injury to life, body or health. Otherwise, onu.energy is liable for compensation of typical, foreseeable damage, excluding lost profit.
4. With the exception of § 8 (3) above, onu.energy accepts no liability for damage resulting from the use of the Software and no liability for consequential damage incurred by the end customer of the pilot partner or other third parties.
5. The limitations of liability in this § 8 do not apply in the case of intent and gross negligence or injury to life, body and health.

§ 9 Final provisions

1. The law of the Federal Republic of Germany applies, excluding its conflict-of-law rules, as does the statutory place of jurisdiction. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Berlin (Germany).
2. There are no side agreements. Changes and additions to this contract must be made in writing. This also applies to any waiver of the written form requirement. If individual provisions of this contract are or become invalid in whole or in part, this does not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes closest to the purpose of the invalid provision.