General Terms and Conditions of Business for Curalie Portal Software-as-a-Service
Last updated: 19.07.2022
Curalie GmbH, Leipziger Straße 61A, 10117 Berlin, Germany (“Curalie”), offers doctors, clinics and hospitals, healthcare institutions, health insurers, pharmaceutical companies, and companies in general (each referred to as “Customer”) the Software-as-a-Service (SaaS) solution “Curalie Portal” to simplify digital user/patient communication and provide digital treatment support. The portal is controlled via standard commercially available browsers. It is a paid Software-as-a-Service solution (“Software” and/or “Curalie Portal”). These General Terms and Conditions of Business (“Terms”), including the use agreement, govern the contractual relationship between Curalie and the Customer regarding the use of the Software.
Curalie’s services under these Terms are aimed exclusively at entrepreneurs.
1 Subject matter of contract; Customer’s general terms and conditions of business
1.1 These General Terms and Conditions of Business apply to the paid provision of the software “Curalie Portal” by Curalie to the Customer.
1.2 Curalie also operates a user/patient application, which is provided to users/patients as an application for mobile devices (the “Curalie App”). The Curalie App can be downloaded by users/patients in the app stores. The Curalie App represents the communication interface between Customer and user/patient, among other things, on the user/patient side with the latter’s consent. Downloading and using the Curalie App by the user/patient and operation of the Curalie App by Curalie are not part of the subject matter of this Agreement.
1.3 The use of the Software is offered only to enterprises within the meaning of Sec. 14 of the German Civil Code (BGB) that are licensed physicians, approved healthcare providers, outpatient rehab centers and/or inpatient acute or rehab clinics or that offer digital treatments together with the aforementioned persons, institutions, or service providers. “Entrepreneur” means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his, her or its trade, business or profession.
1.4 General terms and conditions of business of Customers do not become elements of the contract unless this has been expressly agreed in writing.
2 Services of Curalie
2.1 Curalie provides the Customer, for a term limited to the term of the contract, with access to the Software via the Internet (“Software-as-a-Service” or “SaaS”). Curalie is responsible for the operation and maintenance of the Software and of the IT infrastructure on which the Software runs. The place of delivery of the service is the router output point of the data center used by Curalie.
2.2 The Customer must ensure independently that it is able to accept the service. In particular, provision of the hardware and software necessary to this end (e.g., browsers) by Curalie is not an element of the contract. The Customer has no claim to access to the source code for the Software provided by Curalie. The Customer is responsible for operating the Software.
2.3 The Curalie Portal offers the Customer the ability to assign users/patients digital treatment support, health management programs, or similar (“Digital Treatments”). The exact scope of the services to be provided by Curalie is as set forth in the use agreement and the performance specifications valid at the time of the Parties’ entry into the contract, the Software documentation, and the user manual, which are enclosed in each case as annexes to the contract form or are provided digitally on the Curalie Portal, as the case may be. The Customer can also acquire additional Digital Treatments as additional products during the term of the contract (for example, new products offered on the Curalie Portal). These Terms and the provisions of the use agreement apply accordingly to this additionally acquired content of the Software. In the event that particular terms and conditions of business apply to the expanded functionalities, Curalie shall note this in a suitable manner.
2.4 The services offered and the content of the Curalie Portal are designed to provide digital support that is assigned or prescribed to the users/patients by the Customer and monitored and managed by these persons or entities. Medical services beyond that cannot be utilized via the Curalie Portal. The Digital Treatments do not constitute general medical or physician’s advice or treatment, nor do they constitute psychotherapy. The Digital Treatments are also no substitute for examination or treatment by the Customer or a doctor. The Customer therefore decides independently in each individual case regarding the specific measures and treatment for the relevant user/patient.
2.5 The Software does not include any continuous monitoring of the state of health of the user/patient. The Customer can, however, access certain data entered by the users/patients in the Curalie App or Curalie Portal via the Curalie Portal and analyze these data for purposes of adjusting the exercises and treatment(s) where the user/patient has consented thereto. No treatment or diagnosis is performed by Curalie using these data.
2.6 The average availability of the Software that is owed is 99% on average across a one-month period. This does not apply to necessary scheduled service and/or maintenance work or to disruptions that lie outside Curalie’s sphere of influence, including but not limited to events of force majeure. Wherever possible, Curalie shall notify the Customer of scheduled service and/or maintenance work in text form with adequate lead time, with such notice being transmitted to the contact person designated to Curalie. However, Curalie expressly reserves the right, if necessary, to perform even unannounced service and/or maintenance work, especially if and when so doing is necessary for purposes of data security and/or operational security and reliability.
2.7 Curalie shall perform daily data backups of the data stored by the Customer in the Software and retain these for seven days. No individual review of the accuracy and completeness of the data backups will be performed, nor is any such review owed.
2.8 Curalie shall provide the Customer with documentation for the Software (“Software Documentation”) and a user manual (“User Manual”) in German in electronic form. The Customer is not entitled to adapt or distribute the documentation or User Manual or to make either or both of them available to the public. Printed documentation is not owed.
2.9 Curalie is entitled to commission subcontractors to act as vicarious agents at its own discretion in order to perform services.
2.10 Curalie is entitled, but not obligated, to expand on and further develop the scope of functions offered by the Software. Curalie reserves the right to offer expansions and/or further developments only in exchange for payment of an additional fee. If the Customer places an order for an expansion or further development on a paid basis through a supplementary agreement to the use agreement to that effect, these General Terms and Conditions of Business apply accordingly to such order. If, after the contract is entered into, Curalie provides expanded or additional functions free of charge, these functions that are provided are considered a voluntary service provided by Curalie.
2.11 Curalie is permitted to modify the scope of functions offered by the Software at any time to an extent reasonable for the Customer. A change is considered to be reasonable in particular if it becomes necessary for good cause – for example, due to disruptions in the performance of services by subcontractors or for security-related reasons – and the performance features defined in the performance specifications are largely maintained, along with Curalie’s principal obligations of performance. If the changes do not exclusively concern expansions of the function or do not concern merely minor elements of the services to be performed by Curalie, Curalie shall notify the Customer of the change by e-mail at least four weeks before the change is to take effect.
2.12 Curalie is entitled to block the Customer’s access to the Software if
a) there are indications that the Customer’s login information has been or is being abused or the login information has been or is being provided to an unauthorized third party;
b) there are indications that unauthorized third parties have otherwise obtained access to the Software provided to the Customer;
c) imposing such a block is necessary for technical reasons;
d) Curalie is obligated to impose the block by law, based on a court order or judgment, or based on instructions or regulations issued by a government agency;
e) the Customer is in default of payment of the agreed fee by more than two weeks;
f) the Customer has stored incorrect or invalid contact information and it is no longer possible for Curalie to communicate with the Customer; and/or
g) the Customer has stored incorrect payment information and it is not guaranteed that the Customer will fulfill its performance obligations properly.
Curalie shall announce its intention to block the Customer in at least text form no later than one working day before the block is to take effect, provided that making such announcement is reasonable and compatible with the purpose of the block when the interests of both sides are weighed against each other.
3 Link to user/patient accounts
3.1 Those users/patients who have decided to use the user/patient application, particularly the Curalie App, set up their own accounts to use the user/patient application in the user/patient application (“User/Patient Account”). A User/Patient Account can be set up via the Curalie App. Linking the User/Patient Account, particularly the Curalie App, with the Curalie Portal and the Customer takes place in the manner displayed in the user/patient application if and when the user/patient is assigned to a Digital Treatment of Curalie.
3.2 The Customer is aware that the use of the user/patient application is reserved to users/patients over the age of 18 years. Users/patients who are under legal custodianship require the consent of their legal representative to use the user/patient application. Before linking to a User/Patient Account to which this applies, the Customer must obtain proof of legally valid representation of the user/patient.
3.3 Via the Curalie Portal, the Customer can view at any time how many users/patients and which ones are linked to the Customer; where applicable, Curalie may provide an overview of the number of User/Patient Accounts linked with it in the Curalie Portal (“Reporting”). The Reporting can be viewed exclusively by the role specified for this as described in the User Manual.
4 Obligations of the Customer
4.1 The Customer is obligated, upon the use of the Software within the doctor-patient relationship, to comply with any and all obligations arising for the Customer from the professional laws and regulations that apply to physicians or other service providers in full toward the patients as users of the patient application, particularly the Curalie App, or to ensure compliance therewith by physicians or other service providers acting for or on behalf of the Customer, and to prescribe, or permit or cause the prescription of, only those Digital Treatments that are in keeping with professional standards. The healthcare institution is obligated in particular:
4.1.1 to explain to the patient in an understandable manner at the start of treatment and, to the extent necessary, during the course thereof any and all circumstances that are material to the treatment, particularly the diagnosis, the expected development of the patient’s health, the treatment, and the measures to be taken in relation to the treatment and thereafter, or to ensure that such explanation is provided by physicians or other service providers acting for or on behalf of the healthcare institution;
4.1.2 to explain to the patient the scope and ramifications of the measure to be taken, the opportunities and risks associated with it, and possible alternatives in the use of the patient application, particularly the Curalie App, and the Digital Treatments prescribed by the healthcare institution, or to ensure that such explanation is provided by physicians or other service providers acting for or on behalf of the healthcare institution;
4.1.3 to inform the patient before the start of treatment with the Software and the patient application, particularly the Curalie App, of the expected costs of using the patient application, particularly the Curalie App, in text form, or to ensure that such information is provided by physicians or other service providers acting for or on behalf of the healthcare institution;
4.1.4 to document the treatment by means of the Digital Treatments in the Software in the relevant patient file or to ensure that it is documented by physicians or other service providers acting for or on behalf of the healthcare institution;
4.1.5 to regularly review the appropriateness of the prescribed Digital Treatment or ensure that such a review is performed by physicians or other service providers acting for or on behalf of the healthcare institution; and
4.1.6 to consider patients’ feedback on the Digital Treatments prescribed by the healthcare institutions and adjust the patient’s treatment plan accordingly where applicable or to ensure that such an adjustment is made by physicians or other service providers acting for or on behalf of the healthcare institution.
4.2 The Customer must keep the login information for the Software safe and must not make it accessible except to authorized employees in each case. The Customer acknowledges in particular that it is liable for all Digital Treatments and for treatment plans that are prescribed using its login, unless it is not responsible for any abuse of the login information. The Customer undertakes to impose on its employees an obligation to treat the login information as confidential and to notify Curalie without delay via the phone number +49 30 544 53 777 or by e-mail at firstname.lastname@example.org if there is any suspicion that the login information may have become known to unauthorized persons. In this case, Curalie is entitled to block the Customer’s login without delay and to provide the Customer with new login information.
4.3 The Customer is obligated to ensure that only the role specified in the User Manual and the employees associated with that role can access and inspect the Reporting in TNP.
4.4 The Customer must back up its data itself, regularly and in keeping with the risk involved, to the extent that it is possible for the Customer to do so in technical terms. This applies both to the data on the healthcare institution’s local systems and to those data that the Customer stores on the IT infrastructure provided by Curalie.
4.5 The Customer grants Curalie a non-exclusive right, without limitation in geographic scope and term, with regard to all personal and non-personal content and raw data that the Customer or its employees transfer to Curalie’s servers within the scope of the use of the Software, to use such content to the extent necessary in order to perform the contract with the Customer or the users/patients, particularly to reproduce the content and use it in accordance with the settings of the Customer or the users/patients on the platform and make it accessible to end users and other third parties and to use the content and raw data transferred in anonymized form to improve the Curalie software (e.g., through machine learning). Curalie is entitled to issue sublicenses to its vicarious agents or cooperation partners and third-party providers to the extent that this is necessary in order to perform the contract toward the Customer or the users/patients. In all other respects, the right of use is not transferable. Curalie is entitled to keep this content of the Customer beyond the term of the contract to the extent that this is necessary or permitted in technical or legal terms, particularly if users/patients have consented thereto. In particular, Curalie is authorized to keep backup copies of the content provided by the Customer and to store, temporarily or permanently, such information as is necessary for purposes of accounting, documentation, and/or billing.
5 Scope of rights of use
5.1 Upon the commencement of the contract, Curalie grants the Customer the non-exclusive, non-transferable right, limited in term to the term of the contract and not subject to sublicensing, to use the SaaS solution Curalie Portal, the Software Documentation, and the User Manual as agreed and within the scope agreed in each case, either itself or through its employees. To the extent that Curalie provides new releases, patches, upgrades, updates, and corrections to the Curalie Portal during the term of this Agreement, the foregoing right of use applies likewise. All further rights are reserved.
5.2 The granting of rights does not apply to components of the Software that are subject, in a manner apparent to the Customer, to the rights of third parties and/or, particularly, to open source licenses. Any components disclosed by Curalie within the Software or in text files supplied with the Software as third-party content are deemed in particular to be apparent for these purposes.
5.3 The Customer is not permitted to use the Software except for internal company purposes and is, in particular, not permitted to act as an intermediary for the use thereof, for its own part, within a SaaS model involving third parties for such parties’ own use thereof, paid or unpaid, nor is the Customer permitted to use the services of Curalie to perform services of its own for other parties to agreements with the Customer.
6.1 Support for users/patients who use a user/patient application
6.1.1 The Customer undertakes to act as the first point of contact for users/patients that it has linked with its login for questions on using the user/patient application. The Customer is always deemed to be the point of contact in case of any questions or changes relating to ordered/prescribed Digital Treatments.
6.1.2 In addition to this, Curalie provides a support function for disruptions and/or program bugs or errors in the user/patient application. The Curalie support function can be reached at the times indicated in the use agreement (“Service Times”) and via the contact channels (“Service Contact”) indicated therein. Curalie reserves the right to restrict, expand, or change the Service Times and/or Service Contacts at its own discretion.
6.2 Support provided by Curalie to the Customer
6.2.1 Curalie also provides a technical support function for the Curalie Portal. Technical support for the Curalie Portal can be reached at the Service Times indicated in the use agreement and via the Service Contacts indicated therein. Curalie reserves the right to restrict, expand, or change the Service Times and/or Service Contacts at its own discretion.
6.2.2 In case of any questions relating to the contract or other matters, the account manager responsible for the Customer must be contacted.
7.1 The Customer shall pay the then-agreed remuneration pursuant to the use agreement to Curalie for the use of the Software.
7.2 Unless otherwise indicated, the remuneration is deemed to apply monthly and net plus applicable value-added tax (VAT).
7.3 Unless otherwise indicated in the use agreement, billing for service packages shall be performed monthly in advance in each case. The remuneration billed is deemed due and payable upon issuance of the invoice. If the Customer issues a SEPA direct debit mandate to Curalie, Curalie will debit the amount invoiced from the agreed account, not before the seventh day after the invoice date and the SEPA pre-notification.
8.1 The statutory warranty provisions, which are relevant in this regard, apply to services provided free of charge.
8.2 In all other respects, Curalie is liable for defects in providing the Software exclusively in accordance with the provisions that follow.
8.3 “Defects” means significant deviations from the contractually agreed scope of functions offered by the Software.
8.4 If the services to be provided by Curalie pursuant to this Agreement are defective, Curalie shall either effect a cure or provide the services to the Customer again within a reasonable time limit after receipt of a written complaint regarding the defect or defects. In the case of use of third-party software that Curalie has licensed for use by the Customer, the remediation of defects consists in procuring and importing generally available upgrades, updates, or patches.
8.5 Provision of use instructions with which the Customer can circumvent defects that have arisen in a reasonable manner in order to use the Software as agreed is also deemed to constitute a cure.
8.6 If the provision of the services free of defects fails, including within a reasonable time limit set in writing by the Customer, for reasons for which Curalie is responsible, the Customer is permitted to reduce the agreed remuneration by a reasonable amount.
8.7 Where remuneration has been agreed with regard to a particular term, the right to reduce the remuneration for each month during which the defect persists is limited to the amount of the monthly fixed price concerning the defective portion of the performance. If the reduction in the remuneration pursuant to this Section reaches the maximum mentioned in two consecutive months or in two months out of a quarter, the Customer is permitted to terminate the agreement without observing a particular notice period.
8.8 The Customer shall notify Curalie of any and all defects that may arise without delay in written form or by e-mail. Moreover, the Customer shall support Curalie at no charge in remedying defects and shall, in particular, send Curalie all information and documents that Curalie requires in order to analyze and remedy defects.
9 Liability of Curalie
9.1 Curalie is liable in accordance with the statutory provisions for services provided free of charge.
9.2 In all other respects, Curalie’s statutory liability for intent and gross negligence and in the event of damage and/or losses arising from loss of life, bodily injury, or impairment of health is unlimited.
9.3 Curalie is liable for ordinary negligence in cases other than those mentioned in Sec. 9.2 only in case of violation of an essential contractual obligation. An essential contractual obligation within the meaning of this Section is an obligation whose fulfillment renders the implementation of the contract possible in the first place and that the other party to the contract is therefore generally permitted to trust will be fulfilled.
9.4 Curalie is not liable in the case of Sec. 9.3 for lack of economic success, lost profit, or indirect damage and/or losses.
9.5 Liability pursuant to the foregoing Sec. 9.3 is limited to the amount of damage and/or loss that is typical and foreseeable at the time of the Parties’ entry into the contract.
9.6 Liability for damage and/or losses arising from loss of data is limited in the case of Sec. 9.3 to the amount that would have been incurred to restore the data even if the Customer had backed up the data regularly and in keeping with the risk involved.
9.7 These limitations of liability apply accordingly for the benefit of the corporate bodies, employees, agents, and vicarious agents of Curalie.
9.8 Nothing herein shall affect any liability on the part of Curalie for warranties provided (which must be expressly designated as such) or for claims based on the German Product Liability Act (ProdHaftG).
9.9 Any further liability on the part of Curalie is ruled out.
10 Liability of the Customer
10.1 The patient’s treatment is provided exclusively by the Customer or by physicians or similar service providers acting for or on behalf of the Customer, which is liable for the patient’s treatment. Liability on Curalie’s part arising from the treatment agreement between the Customer and the patient is ruled out.
10.2 The Customer is aware that the analyses and data depicted in the Software serve merely for non-binding informational purposes. Curalie is not responsible for decisions made by the Customer or by physicians or other service providers acting for or on behalf of the Customer or by the patients on the basis of the analyses and/or data depicted.
10.3 Where the Customer entrusts both physicians and other healthcare providers, such as physical therapists, with prescribing and/or selecting treatment plans, the healthcare institution bears sole responsibility for ensuring that the areas of responsibility of the physician and the other healthcare provider remain clearly delineated from each other.
11 Confidentiality and secrecy
11.1 The Customer undertakes to treat confidential information and documents (“Confidential Information”) of Curalie that either should obviously be viewed as confidential or have been designated by Curalie as confidential as trade secrets, not to make these accessible to third parties, and to protect them appropriately from unauthorized disclosure, sharing, and access. For the purposes of this Agreement, “third parties” also includes affiliates in which the Customer does not hold a majority capital stake or majority vote. The Customer shall refrain from monitoring, attempting to reverse-engineer, or testing any Software, products, and/or objects containing Confidential Information that are provided, except with Curalie’s consent. A corresponding obligation must be imposed on the Customer’s employees and other third parties commissioned by the Customer (including subcontractors and freelancers).
11.2 “Confidential Information” means, in particular, the Software itself and all technologies of Curalie, along with information provided by Curalie within the scope of support inquiries or of cooperation for the purpose of remedying errors. However, nothing herein shall affect the rights of use granted by Curalie.
11.3 The Customer is entitled to disclose the information and documents made accessible to it to third parties to the extent that so doing is essential to the performance of this Agreement or to the exercise of contractual rights or is necessary for statutory or regulatory reasons. In the case of inquiries from third parties, courts, or administrative agencies concerning the disclosure of Confidential Information, the Customer must notify Curalie in writing or in text form without delay and must support Curalie in its efforts to prevent the disclosure of the Confidential Information.
11.4 The obligation of secrecy does not apply to the extent that the Confidential Information was already known to the Customer prior to the disclosure thereof by Curalie, is public knowledge or becomes known without any fault on the Customer’s part, was developed by the Customer itself without access to the Confidential Information of Curalie, or is brought to the attention of the third party by a third party who is acting in good faith and is entitled to do so. The non-waivable statutory obligations to provide information are reserved. If the Customer invokes one or more of the foregoing reasons, it must demonstrate these by presenting appropriate evidence.
11.5 The obligation of secrecy commences upon becoming aware of the Confidential Information and exists for the entire term of this Agreement and beyond it for five years from the time of termination or the end of the term hereof unless statutory provisions provide for a longer obligation of secrecy. Within the scope legally possible, the Customer shall ensure that the obligations of secrecy are also binding on its legal successors, assigns, and affiliates.
11.6 During the term of this obligation of secrecy, Confidential Information must be returned without delay, undamaged, and in full upon Curalie’s first request. Curalie may also order that certain Confidential Information be destroyed, erased, or taken into safekeeping, and that the Customer confirm in writing that this has been carried out. The foregoing provisions of this Section apply only to the extent that this does not significantly adversely affect the use of the contractual service as agreed.
11.7 Without prejudice to the foregoing provisions, Curalie is entitled to name the Customer as a reference customer, providing the full company name and using the company logo, in marketing materials (including websites).
11.8 With the exception of Sec. 11.7, the foregoing provisions do not establish any rights of use whatsoever with regard to the law of intellectual property rights. All rights of use granted under this Agreement remain unaffected by the foregoing provisions.
12 Term and termination
12.1 Curalie offers various use models for the SaaS solution Curalie Portal. The term and time limits for ordinary termination are as set forth in the use agreement.
12.2 Curalie is entitled to terminate this Agreement in whole or in part, for example by terminating individual Digital Treatments, in accordance with the time limits for termination set out in the use agreement.
12.3 Curalie is moreover entitled to terminate the agreement with immediate effect in whole or in part if the Customer is in default for longer than six weeks with payment of agreed remuneration and Curalie has threatened to terminate the agreement with two weeks’ notice by way of a notification sent to the Customer in text or written form.
12.4 Curalie reserves the right to restrict or discontinue the functions of the Curalie Portal or the IT infrastructure in whole or in part for reasons other than those mentioned in Sec. 2.10 and 2.11, subject to the prerequisites set down in Sec. 13.
12.5 Nothing herein shall affect the statutory right of extraordinary termination with immediate effect for good cause on the part of both Parties. For the purposes of these provisions, Curalie is deemed to have good cause in particular if the Customer
a) infringes Curalie’s intellectual property rights with regard to the Curalie Portal; or
b) violates essential contractual obligations or repeatedly or persistently violates non-essential contractual obligations, to the extent that the violation is not remedied or discontinued within a reasonable time limit despite a request to that effect.
12.6 Upon termination of the agreement, regardless of the reason, Curalie shall retain the data of the Customer and the data of the users/patients linked with the Customer beyond the termination of the contractual relationship in order to fulfill the retention obligations incumbent upon the Customer for the Customer. Curalie shall ensure that the Customer is able to comply with its obligations to provide access to information toward users/patients without delay at all times. The Parties shall enter into an agreement on retention and safekeeping if necessary. Curalie is moreover entitled to retain data beyond the termination of the contractual relationship if Curalie is obligated to do so by law or based on instructions or regulations issued by a government agency, particularly for reasons of commercial and/or tax law.
13 Amendments to the General Terms and Conditions of Business
These General Terms and Conditions of Business can be amended between the Customer and Curalie by way of an agreement to that effect as described below if the amendment is necessary due to a change in applicable law (including case law) or for similarly mandatory reasons and the principal obligations of performance on the part of the Parties are not modified to the Customer’s detriment by the change: Curalie shall transmit the amended terms and conditions in text form before the scheduled date on which they are to take effect and shall point out the new provisions and the date on which they are to take effect separately. At the same time, Curalie shall grant the Customer a reasonable time limit of not less than six weeks to make a declaration concerning whether it accepts the amended terms for the continued use of the services. If no declaration is made within this time limit, which begins running when the message is received in text form, the amended terms are deemed to have been agreed. Curalie shall notify the Customer separately of this legal consequence, i.e., the right to object and the time limit for so doing and the significance of not making a statement, when the time limit commences.
14 Final provisions
14.1 Amendments and side agreements to this Agreement must be in written form. The same also applies to this written form clause.
14.2 In the event of any conflict between the use agreement and the General Terms and Conditions of Business, the provisions of the use agreement shall take precedence over the General Terms and Conditions of Business. In the event of any conflict between other annexes, the use agreement, or these General Terms and Conditions of Business, the provisions of the other annexes shall take precedence.
14.3 The Customer is not permitted to offset claims of its own against claims of Curalie or to assert a right of retention unless the Customer’s counterclaim is undisputed or has been acknowledged with final, binding legal force or is directly proportional to the claim in question in each case.
14.4 The language of the contract is German. Translations into other languages serve exclusively for purposes of understanding and are not legally binding.
14.5 The laws of the Federal Republic of Germany apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.6 The sole place of jurisdiction for any and all disputes arising out of or in connection with this Agreement is Berlin, provided that the Parties are commercial entities (Kaufleute) or the Customer does not have a general place of jurisdiction in Germany or another EU Member State or relocates its permanent domicile to a foreign country after the time when these General Terms and Conditions of Business take effect or the Customer’s domicile or habitual residence is unknown at the time when legal action is brought.