General Terms and Conditions

Version: March 2026

1. Scope of Application and Definitions

1.1
These General Terms and Conditions (“GTC”) apply to all business relationships between Cirql One GmbH, Langer Anger 7/9, 69115 Heidelberg, Germany, registered with the commercial register of the local court, and its customers (“Customer”).
1.2
These GTC are incorporated into the contract in accordance with section 305 (2) BGB. The Customer acknowledges that it has had reasonable opportunity to take note of these GTC prior to or at the time of contract conclusion. Any conflicting or deviating terms and conditions of the Customer shall not apply unless Cirql One has expressly agreed to them in writing.
1.3
Individual agreements concluded between Cirql One and the Customer in a specific case (including side agreements, supplements, and amendments) shall in all cases take precedence over these GTC in accordance with section 305b BGB.
1.4
For the purposes of these GTC, the following defined terms, identified by capitalization, shall have the meanings set forth below. These definitions apply to the singular as well as the plural forms of each term:
  • “Additional Services” means all services and activities outside the scope of Agreed Services.
  • “Affiliate” means all directly or indirectly affiliated individual persons or legal entities that are affiliated enterprises (verbundene Unternehmen) within the meaning of section 15 et seq. of the German Stock Corporation Act (Aktiengesetz – AktG).
  • “Confidential Information” means all information, in whatever form, disclosed by one Party to the other in connection with the contractual relationship that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.
  • “Customer” means the person entering into a contract with Cirql One to which these GTC apply.
  • “Delivery Model” means the method of provision of the Software, being either On-Premise, SaaS, or Hybrid, as requested by the Customer and specified in the Individual Contract.
  • “Effective Date” means the date on which the Individual Contract between Cirql One and the Customer enters into force.
  • “Hybrid” means a combined delivery of the Software consisting of both On-Premise and SaaS elements, as requested by the Customer and specified in the Individual Contract.
  • “Individual Contract” means the specific agreement concluded between Cirql One and the Customer governing the particular scope of License Works, Additional Services, Delivery Model, fees, term, and other specific conditions.
  • “Agreed Services” means the services and deliverables described in the respective Scope Description agreed with the Customer, as further detailed in the Individual Contract.
  • “On-Premise” means the installation and provision of the Software on the Customer’s own infrastructure.
  • “SaaS Service” means the provision of the Software as a hosted, cloud-based software-as-a-service offering via the internet.
  • “SAP data” includes business-critical information (master data, transaction data) that is managed in SAP systems such as ERP or S/4HANA.
  • “Scope Description” means the description of the scope of License Works and Additional Services as set out in the Individual Contract.
  • “Software” means the Cirql One software platform, as further developed and enhanced from time to time, for the transformation of SAP data into data formats that are readable and processable for AI and other downstream applications.

2. Subject Matter; Agreed Services and Additional Services

2.1
Cirql One shall perform the Agreed Services as described in the Scope Description agreed with the Customer in the Individual Contract. The Agreed Services may include, without limitation, the finalization, customization, implementation, integration, configuration, and maintenance of the Software.
2.2
All services and activities outside the scope of the Agreed Services constitute Additional Services. Additional Services shall be agreed upon separately in writing between Cirql One and the Customer and shall be remunerated additionally.
2.3
Agreed Services and Additional Services are rendered on a reasonable efforts basis consistent with industry practice. Unless expressly agreed otherwise in the Individual Contract, Cirql One does not owe a specific work result (Werkleistung) but provides services on a best efforts basis (Dienstleistung).

3. Conclusion of Contract; Orders; Changes

3.1
Offers and proposals made by Cirql One are non-binding and subject to change unless expressly designated as binding in writing.
3.2
A contract between Cirql One and the Customer is concluded upon:
  1. execution of an Individual Contract by both parties, or
  2. written order confirmation by Cirql One, or
  3. commencement of performance by Cirql One following a written purchase order by the Customer.
3.3
Either party may request changes to the scope of Agreed Services or Additional Services. No change shall be effective unless mutually agreed in writing (email suffices unless mandatory law requires stricter form). Cirql One shall inform the Customer of any impact of requested changes on fees, timelines, or other contractual conditions prior to implementation.

4. Delivery Models

4.1
The Software may be provided to the Customer in one of the following Delivery Models, as requested by the Customer and specified in the Individual Contract:
  1. On-Premise: Cirql One shall deliver and install the Software on the Customer’s own IT infrastructure. The Customer shall be responsible for providing and maintaining the hardware, operating environment, and network connectivity in accordance with Cirql One’s specifications.
  2. SaaS Service: Cirql One shall make the Software available to the Customer as a hosted, cloud-based software-as-a-service offering via the internet in accordance with section 8 of these GTC. The Customer shall be responsible for its own internet connectivity and compatible browser or interface.
  3. Hybrid: At the Customer’s request, the Software shall be provided as a combination of On-Premise and SaaS elements, as specified in the Individual Contract. The respective provisions of these GTC applicable to each component shall apply accordingly.
4.2
Cirql One may deploy updates, upgrades, patches, and other modifications to the Software, including to underlying infrastructure and security, provided such changes do not materially degrade the core functionality. Cirql One shall provide reasonable advance notice of material changes where practicable.

5. Customer Cooperation Obligations

5.1
The Customer shall provide timely access to relevant systems, data, personnel, and information reasonably necessary for Cirql One to provide the Software and to perform the Agreed Services and Additional Services.
5.2
The Customer remains responsible for the lawfulness, accuracy, quality, timely provision, and non-infringing nature of all data, materials, and inputs provided to Cirql One.
5.3
Delays or failures by the Customer to provide the required cooperation, data, or access may extend agreed timelines and suspend affected obligations of Cirql One proportionately. Any material impact on fees or delivery schedules will be addressed by mutual agreement.
5.4
For On-Premise and Hybrid Delivery Models, the Customer shall be responsible for maintaining the hardware and IT infrastructure in accordance with the specifications provided by Cirql One, including ensuring appropriate security measures, regular backups, and compatibility with Software updates.

6. Fees, Invoicing, and Taxes

6.1
The fees for Agreed Services, Additional Services, and the use of the Software shall be as agreed in the Individual Contract. Unless otherwise agreed, Additional Services shall be remunerated on a time-and-materials basis at Cirql One’s then-current standard rates.
6.2
Unless agreed otherwise in the Individual Contract:
  1. recurring fees (including lump-sum fees for Agreed Services and SaaS fees) shall be invoiced monthly in advance, prorated for any partial month;
  2. time-and-materials fees shall be invoiced monthly in arrears; and
  3. payment is due within thirty (30) days of the invoice date.
6.3
In the event of late payment, Cirql One shall be entitled to charge default interest at the rate of nine (9) percentage points above the base interest rate per annum in accordance with section 288 (2) BGB, without prejudice to any other rights or remedies.
6.4
Pre-approved, reasonable out-of-pocket travel and subsistence expenses incurred in performing Additional Services shall be reimbursed at cost in accordance with the Customer’s reasonable travel policies, or, in the absence thereof, in accordance with Cirql One’s standard expense policy.
6.5
All fees are exclusive of value added tax (VAT) and other applicable indirect taxes, which shall be added at the statutory rate in effect at the time of invoicing.

7. Intellectual Property and Use Rights

7.1
Cirql One retains all intellectual property rights, including copyrights, patent rights, trademark rights, and know-how, in and to the Software, all pre-existing materials, and any developments, improvements, or modifications thereto, regardless of who contributed to their creation, unless expressly agreed otherwise in the Individual Contract.
7.2
The scope and nature of any use rights granted to the Customer in the Software, Agreed Services and/or Additional Services, all regardless of the provision method, shall be specified in the Individual Contract. Unless expressly agreed otherwise, any use rights granted are non-exclusive, non-transferable, and limited to the Customer’s internal business purposes.
7.3
For On-Premise deployments, the Customer shall receive a right to install and use the Software on its own infrastructure in accordance with the license terms set out in the Individual Contract. The Customer shall not reverse engineer, decompile, or attempt to derive the source code of the Software, except to the extent permitted by mandatory law.
7.4
For SaaS deployments, the Customer’s right of use consists of the right to access and use the SaaS Service via the internet during the term of the Individual Contract. No copies of the Software are delivered to the Customer.
7.5
The Customer shall not incorporate any third-party intellectual property into the contractual relationship in a manner that would require Cirql One to disclose source code or to license its IP under open-source or similar terms.
7.6
Any intellectual property arising from the performance of the Software, Agreed Services and/or Additional Services, including improvements, shall be allocated in accordance with the provisions of the Individual Contract.

8. SaaS-Specific Provisions

8.1
This section 8 applies if and to the extent the Software is provided to the Customer as a SaaS Service (including the SaaS component of a Hybrid Delivery Model).
8.2
Cirql One shall make the SaaS Service available to the Customer via the internet at the point of delivery. Point of delivery is the router output of Cirql One’s data center. Access rights, license scope, and permitted number of users shall be as specified in the Individual Contract.
8.3
Cirql One shall use commercially reasonable efforts to achieve an average monthly service availability of 99.5% at the point of delivery. The service availability excludes the following times:
  1. scheduled maintenance windows, of which Cirql One shall give at least 48 hours advance notice where practicable;
  2. emergency maintenance required for security or stability;
  3. unavailability attributable to the Customer’s systems, third-party services outside Cirql One’s control, or force majeure events.
8.4
Cirql One shall implement and maintain appropriate technical and organizational measures designed to protect the SaaS Service and Customer data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, in accordance with applicable data protection law.
8.5
Cirql One provides technical support in accordance with the Individual Contract concluded with the Customer and within the scope and at the cost specified therein.
8.6
Upon termination or expiry of the Individual Contract, Cirql One shall, at the Customer’s request made within sixty (60) days of the effective date of termination, make available for download or otherwise provide to the Customer a copy of the Customer’s data in a standard machine-readable format. Thereafter, Cirql One shall delete or anonymize the Customer’s data in accordance with its data retention policies and applicable law, unless longer retention is required by law.

9. Warranties and Liability

9.1
Cirql One warrants that it will perform the Agreed Services and Additional Services in accordance with the specifications set out in the Individual Contract and in conformity with the service levels agreed therein, and that it has the rights necessary to grant the use rights provided under these GTC and the Individual Contract.
9.2
In the event of a defect in the Agreed Services, Additional Services, or the Software, the Customer shall notify Cirql One in writing without undue delay, providing a detailed description of the defect. Cirql One shall, at its election, remedy the defect by repair or re-performance within a reasonable period. Statutory rights of the Customer remain unaffected.
9.3
To the maximum extent permitted by applicable law, Cirql One’s total aggregate liability arising out of or in connection with the Individual Contract and these GTC, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Customer to Cirql One under the relevant Individual Contract in the twelve (12) months preceding the event giving rise to the claim.
9.4
To the maximum extent permitted by applicable law, Cirql One shall not be liable for any indirect, incidental, special, or consequential damages, loss of profit, loss of revenue, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.
9.5
Nothing in these GTC or any Individual Contract excludes or limits liability for:
  1. intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit);
  2. injury to life, body, or health;
  3. fraud or fraudulent misrepresentation;
  4. liability under the German Product Liability Act (Produkthaftungsgesetz); or
  5. any other liability that cannot be excluded or limited under applicable law.
9.6
In the case of a negligent breach of a cardinal duty (Kardinalpflicht), i.e. a duty whose fulfilment is essential for the proper performance of the contract and on the observance of which the Customer regularly relies, Cirql One’s liability shall be limited to the foreseeable, contract-typical damage.

10. Confidentiality

10.1
Each party shall keep confidential and not disclose the other party’s Confidential Information, using at least reasonable care (but no less than the care it applies to its own confidential information of a similar nature) and shall use the other party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under these GTC and the Individual Contract.
10.2
A party may disclose Confidential Information on a need-to-know basis to its Affiliates, employees, professional advisers, and approved subcontractors, provided that such recipients are subject to confidentiality obligations no less protective than those set out in this section 10.
10.3
The obligations under this section 10 shall not apply to information that:
  1. is or becomes publicly available through no fault of the receiving party;
  2. was already known to the receiving party at the time of disclosure free of any confidentiality obligation;
  3. is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
  4. is required to be disclosed by applicable law, court order, or binding governmental or regulatory authority, provided that the receiving party gives prompt prior written notice to the disclosing party (to the extent legally permitted) and cooperates with the disclosing party in seeking a protective order.
10.4
The confidentiality obligations under this section 10 shall survive the termination or expiry of the Individual Contract for a period of three (3) years.

11. Data Protection and Compliance

11.1
Each party shall comply with applicable data protection laws, including the GDPR and the German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG). If and to the extent Cirql One processes personal data on behalf of the Customer in the course of providing the SaaS Service, the parties shall enter into a data processing agreement (Auftragsverarbeitungsvertrag) as required by Art. 28 GDPR.
11.2
Each party shall comply with all applicable laws and regulations, including export control and sanctions laws.

12. Term and Termination

12.1
The term of the contractual relationship shall be as agreed in the Individual Contract. In the absence of a specific agreement, the Individual Contract shall commence on the Effective Date and shall have an initial term of twelve (12) months (“Initial Term”), after which it shall automatically renew for successive twelve (12) month periods unless terminated by either party in accordance with this section 12.
12.2
During the Initial Term, termination for convenience is excluded. After expiry of the Initial Term, either party may terminate the Individual Contract for convenience at any time by giving two (2) months’ written notice to the end of a calendar month.
12.3
Either party may terminate the Individual Contract for cause with immediate effect by written notice upon the occurrence of any of the following events:
  • A material breach of the Individual Contract or these GTC by the other party that remains uncured thirty (30) days after receipt of written notice specifying the breach;
  • A material breach of confidentiality obligations under section 10 or of data protection obligations under section 11, or a material violation of applicable law (including export control and sanctions laws), if not remedied within fifteen (15) days after written notice;
  • The other party’s deliverables, services, or materials infringe or misappropriate third-party intellectual property rights and the infringement is not remedied by replacement, modification, or workaround within thirty (30) days after written notice;
  • Repeated or persistent material failure to perform the Agreed Services in accordance with section 2 after written warning and a reasonable cure period;
  • Continued performance becomes unlawful due to a change in applicable law or binding order of a competent authority and no feasible workaround is implemented within fifteen (15) days after written notice; or
  • The filing for the opening of insolvency proceedings, the opening of insolvency proceedings, or the cessation of payments by the other party, to the extent termination for such reason is permitted by applicable law.
12.4
Fees accrued and properly invoiced (or accruing) prior to the effective date of termination remain payable. Clauses intended by their nature to survive termination shall remain in force, including sections 7, 9, 10, and 16.
12.5
Upon termination, the Customer shall cease all use of the Software and, where applicable, return or destroy all copies thereof. For SaaS Services, data return and deletion shall be governed by section 8.6.

13. Subcontracting

13.1
Cirql One may engage qualified subcontractors to perform Agreed Services and Additional Services, remaining fully responsible for their performance as for its own.

14. Force Majeure

14.1
Neither party shall be liable for any delay or failure to perform its obligations to the extent such delay or failure is caused by events beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, pandemics, or failures of internet or telecommunications infrastructure outside the affected party’s control (“Force Majeure Event”).
14.2
The affected party shall notify the other party in writing without undue delay of the Force Majeure Event and its expected duration. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.
14.3
If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Individual Contract by giving thirty (30) days’ prior written notice.

15. Non-Solicitation

15.1
During the term of the Individual Contract and for six (6) months thereafter, neither party shall actively solicit for employment the personnel of the other party who are directly involved in the Agreed Services or Additional Services, without the prior written consent of the other party. This restriction does not apply to general recruitment advertising not specifically targeting the other party’s personnel.

16. Governing Law; Jurisdiction; Miscellaneous

16.1
These GTC and all Individual Contracts, as well as any non-contractual obligations arising out of or in connection therewith, shall be governed exclusively by the material laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law provisions of German private international law.
16.2
The courts of Mannheim (Germany) shall have exclusive jurisdiction for all disputes arising out of or in connection with these GTC and any Individual Contract, to the extent legally permissible. Each party irrevocably submits to the exclusive jurisdiction of such courts.
16.3
All notices under these GTC or any Individual Contract must be in writing or in electronic form as defined in section 126a BGB and delivered by hand, courier, post or e-mail to the addresses specified in the Individual Contract or as otherwise notified in writing.
16.4
Neither party may assign any Individual Contract or rights or obligations under these GTC without the other party’s prior written consent, except that Cirql One may assign to an Affiliate or as part of a merger, acquisition, or sale of all or substantially all of its assets, provided it gives the Customer prior written notice.
16.5
Nothing in these GTC or any Individual Contract creates a partnership, joint venture, or employment relationship between the parties.
16.6
If any provision of these GTC or an Individual Contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the parties agree to negotiate in good faith a valid provision that reflects the original intent as closely as possible.
16.7
These GTC were last updated on 30 March 2026.

Cirql One GmbH
Langer Anger 7/9
69115 Heidelberg, Germany