General Terms and Conditions for the use of the "Fraud Prevention 365" Software from BANQR (GTC)

§ 1 Scope of application

1. These GTC apply to the contracts concluded between BANQR Digital Solutions GmbH, Thyssenstrasse 6-8, 32312 Lübbecke, represented by the managing director: Wolfgang Gehrlicher, registered in the Commercial Register B of the Bad Oeynhausen Local Court under HRB 19403 (hereinafter referred to as "BANQR") and customers (hereinafter jointly referred to as "Parties") via the online portal of BANQR, available at www.banqr.io (hereinafter referred to as "Portal") for the following services.
2. BANQR provides services in the area of Software-as-a-Service (SaaS). The "Fraud Prevention 365" Software is used to verify bank account data and enables the customer to check the validity of account data in real time via the Portal (hereinafter: "Verification Process"). The customer registers in the BANQR Portal, acquires an API quota and can then enter data for verification. This data is forwarded to the database interface of Deutsche Bank (hereinafter: "DB"). The results of the verification are provided to the customer in real time (real-time) or near real time (near-time) (see § 3 para 2).
3. Customers of BANQR can only be natural persons, legal entities or partnerships with legal capacity who, when concluding a legal transaction, are acting in their commercial or independent professional activity. BANQR expressly does not conclude consumer contracts.
4. The applicability of the customer's general terms and conditions is expressly rejected.

§ 2 Subject matter of the contract

1. In return for remuneration, BANQR provides the customer with the SaaS solution "Fraud Prevention 365" (hereinafter: "Software") for the duration of this contract in the current version via the Portal.
2. By registering and paying, the Customer gains access to the Portal and can purchase API quotas.
3. The customer can enter the account number and account holder via the Portal, which are forwarded to the DB interface for verification.
4. BANQR stores this data exclusively and only temporarily for the verification process and displays the result of the verification to the customer in real time or near real time.

§ 3 The Verification Process

1. The verification process enables the customer to verify the validity of accounts and certain account-related data by submitting either individual verification requests (e.g. for IBAN and account holder) or multiple requests in the form of a file import (e.g. Excel or CSV) via the function provided in the Portal. The data to be checked is verified using DB's data pool, which includes not only DB accounts (including its branches and subsidiaries) but also data from third-party banks outside the DB Group. The prerequisite for verification is that the respective bank has the information requested in the application regarding the existence of the accounts and/or the associated data.
2. As the customer's application is forwarded to DB's database interface, the following distinction must be made with regard to the request:
   1. If the customer's request concerns an account and/or account-related data of a third-party bank that does not belong to the DB Group, BANQR is only responsible for forwarding the application to the third-party bank. In such a case, BANQR is dependent on the cooperation of the third-party bank and therefore cannot influence the receipt or processing of the request or work towards verification. If the third-party bank in question does not respond to the customer's request, BANQR may be able to provide the customer with a verification result based on historical information about or in connection with the data requested by the customer (e.g. information relating to the last transaction date and/or the last payment status), if BANQR is provided with such historical data via the DB's database interface. In such a case, the verification result is not provided in real time, but only in near-time. Furthermore, it cannot be confirmed that the underlying historical information is still correct, complete and/or up-to-date at the time the verification result is provided to customers. The customer acknowledges this and agrees to this procedure.
   2. If the customer's request concerns an account and/or account-related data of DB, one of its branches or subsidiaries, the verification of the account and/or account-related data can be carried out if the respective entity has the information requested in the application. These verification results will then be provided in real time.
3. The customer acknowledges and agrees that all responses received via the DB database interface are time-critical and their content reflects only the information received at the time of pre-validation and may therefore be out of date after a certain period of time.
4. BANQR is bound by the customer's request and cannot go beyond its scope or subsequently amend the request. Furthermore, BANQR is not in a position to adjust the information provided by the respective bank in response to the customer's request, nor does BANQR intend to do so. BANQR merely forwards the customer's requests to the banks, evaluates the information provided by the banks and forwards the verification result to the customer. BANQR does not owe any further service.
5. The feasibility of the Verification Process depends on the technical availability of the database interface of the DB. If the DB's database interface is not functioning or available for any reason, or if the DB suspends or permanently discontinues its service, BANQR shall inform the customer of this without undue delay. In the event of a prolonged suspension or permanent suspension of DB’s services, the Parties agree at the time of conclusion of this contract to find a mutually acceptable solution for the further procedure.

§ 4 API quotas and payment

1. The customer can purchase API quotas for a fee via the Portal as long as they are available. Depending on the offer, the API quotas allow the customer a certain number of verification requests. The use of purchased API quotas is not limited in time, but is dependent on the service provided by DB.
2. Once a purchased API quota has been used up, the customer is free to purchase a further API quota.
3. Payment is made in advance by credit card or other means of payment provided by BANQR in the Portal.
4. Billing also carried out directly via the Portal.

§ 5 Maintenance

1. BANQR is obligated to maintain the contractually agreed quality of the Software during the term of the contract ("maintenance"). The contractually owed quality of the Software is determined in accordance with Annex 1. In order to fulfill BANQR's maintenance obligation, BANQR will carry out the maintenance and servicing measures required according to the state of the art.
2. BANQR is only obliged to modify or adapt the Software if such a modification or adaptation is necessary to maintain the Software in accordance with the state of the art. Otherwise, BANQR is only obliged to modify, adapt and further develop the Software if the Parties agree to this separately. In particular, BANQR is not obliged to further develop the Software without such a separate agreement.

§ 6 Rights of Use to the Software

1. BANQR is the sole and exclusive owner of all rights to the Software.
2. BANQR grants the Customer a simple, non-exclusive, and non-transferable right to use the Software in accordance with its intended purpose and solely for internal business operations. This right is limited in time to the duration of this agreement.
3. Insofar as this is necessary for the contractual use, the customer is entitled to reproduce the Software. In particular, the loading of the Software into the working memory on BANQR's server is to be regarded as reproduction required for contractual use. Otherwise, the customer is not entitled to reproduce the Software, unless otherwise provided by law.
4. The customer is not entitled to make the Software available to third parties for use, either for a fee or free of charge. Therefore the customer is the expressly not permitted to sublet the Software. Passing on or sublicensing the Software to third parties, including affiliated companies within the meaning of § 15 AktG (German Stock Corporation Act), is prohibited. § 15 AktG, is prohibited.
5. The customer is not entitled to modify or edit the software unless the modification or editing is necessary to remedy a defect that is essential for the contractual use of the Software and for which BANQR is in default.

§ 7 Support

1. Provided it is not a case of warranty, BANQR will provide the customer with support against payment of a separate fee. BANQR maintains a hotline for this purpose, which serves to quickly classify and process the request. The scope of the support and a more detailed description of its content, in particular availability, is regulated in Annex 2 ("Support").
2. As Annex 3, the Parties conclude a contract in accordance with Art. 28 para. 3 GDPR ("Data Processing Agreement"), insofar as this is necessary for the agreed support services.

§ 8 Remuneration

1. The customer has the option of purchasing an API quota (see § 4). The purchase of the API quota also covers the remuneration for the provision of the Software and the granting of the rights of use to the Software. The prices for this are listed in Annex 4 ("Remuneration").
2. If further special services have been agreed between the Parties, the prices listed in Annex 4 shall apply.
3. All fees are subject to statutory value added tax.
4. The amount of the total remuneration to be paid each month and the payment information can also be found in Annex 4.

§ 9 Security Obligation

1. The customer is obliged to take suitable precautions to ensure that unauthorized third parties cannot access the Software.
2. In particular, the customer is obliged to keep his registration data secret.

§ 10 Warranty

1. Should the customer discover defects in the Software, the customer must notify BANQR immediately in writing. A defect exists in particular if the Software does not have the specifications owed according to Annex 1.
2. BANQR is obliged to rectify the notified defects in the Software within a reasonable period of time. BANQR shall bear the costs of remedying the defect.
3. The customer is not entitled to claim a reduction in remuneration by deducting the reduction amount from the monthly remuneration payable on their own initiative. The customer's claim under the law of unjust enrichment to reclaim the part of the remuneration paid in excess due to a justified reduction remains unaffected by this.
4. In the event of failure to remedy the defect in accordance with § 10 para. 2 , the customer shall be entitled to terminate this contract without notice. Failure to remedy the defect is deemed to have occurred in particular if it is impossible for BANQR to remedy the defect, if BANQR refuses to remedy the defect or if BANQR's remedy of the defect is unreasonable for the customer for other reasons.

§ 11 Liability and indemnification

1. BANQR is liable without limitation:
2. in the event of malice, intent or gross negligence;
3. within the scope of a guarantee expressly assumed by it;
4. for damages resulting from injury to life, body or health;
5. for the breach of an essential contractual obligation, the fulfillment of which makes the proper execution of this contract possible in the first place and on the observance of which the customer regularly relies and may rely ("cardinal obligation"), but limited to the damage reasonably to be expected at the time of the conclusion of the contract;
6. in accordance with the provisions of the Product Liability Act.
7. Any further liability on the part of BANQR is excluded. In particular, BANQR is not liable for defects already existing at the time of conclusion of the contract, provided that no case under § 11 para.1 applies.
8. The data used for verification does not originate from BANQR, but is provided to the customer by the relevant bank, meaning that no liability is accepted for this data, in particular for its accuracy, completeness, or up-to-date status. BANQR is also not liable for the response times or the quality of the responses provided by the banks.
9. The above liability rules apply accordingly to the conduct of and claims against employees, legal representatives and vicarious agents of BANQR.
10. BANQR warrants to the customer that the Software does not infringe any third-party rights ("infringement of property rights"). BANQR shall indemnify the customer against all claims by third Parties due to infringements of property rights for which BANQR is responsible in connection with the contractual use of the Software upon first request and shall also assume the reasonable costs of legal defense for the customer. The customer shall inform BANQR immediately of any claims asserted by third parties; it is not entitled to accept such claims in fact or in law unless BANQR has given its prior written consent. The right to indemnification under this § 11 para. 5 expires if the customer does not immediately inform BANQR of the assertion of claims by third parties and provided that there is no case of unlimited liability under § 11 para. 1.
11. If a claim is made against the customer due to a defect in the Software in accordance with § 10 para. 1 sentence 2, § 11 para. 5 shall apply accordingly; if indemnification is not possible in the external relationship, the obligation shall apply in the internal relationship.

§ 12 Contract duration and termination

1. The customer can only use the functionalities provided in the Portal that are subject to a renumeration once they have registered for them. The contract for the use of the Portal therefore comes into force when the customer registers and shall run for an indefinite period.
2. The customer may terminate the contract for the use of the Portal at any time without giving reasons by permanently logging out of the Portal. Upon successful deregistration, the contractual relationship ends and the customer can no longer use their access.
3. BANQR may terminate the contract at any time with reasonable notice. When determining the notice period, BANQR shall take into account the legitimate interests of the customer, in particular, BANQR shall not exceed a notice period of 60 days.
4. The right of both Parties to extraordinary termination without notice at any time for good cause remains unaffected. Good cause exists in particular if BANQR or the customer intentionally or negligently breaches a material obligation under this contract and it is therefore no longer reasonable for the terminating party to adhere to the contract. In particular, BANQR is entitled to extraordinary termination of the contract without notice if the customer violates the provisions of § 6 and does not cease its acts of violation within a reasonable period of time, if BANQR has previously warned the customer to cease these acts of violation.

§ 13 Cessation of use

The rights of use granted to the customer in accordance with § 6 expire upon termination of the contract. This means that any use of the Software after termination of the contract is not permitted and the customer is obliged to stop using the Software. BANQR reserves the right to block the customer's access to the Portal upon termination of the contract.

§ 14 Confidentiality

1. "Confidential information" is all information and documents of the respective other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about products of the respective party, including object codes, documentation and other documents, operational processes, business relationships and know-how.
2. The Parties agree to maintain secrecy about such confidential information. This obligation shall continue for a period of time after termination of the contract.
3. Excluded from this obligation is such confidential information
4. which was demonstrably already known to the recipient at the time the contract was concluded or which subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
5. which are publicly known at the time of conclusion of the contract or are made publicly known thereafter, insofar as this is not based on a breach of this contract;
6. which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.
7. The Parties shall only grant access to confidential information to consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this agreement. Furthermore, the Parties shall only disclose confidential information to those employees who need to know it for the performance of this contract and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.

§ 15 Reservation of the right to make changes

1. BANQR reserves the right to amend these GTC at any time, including within existing contractual relationships, insofar as
   1. this is necessary for valid reasons, in particular due to a change in the legal situation or supreme court rulings, technical changes or further developments, loopholes in the GTC, changes in market conditions or other equivalent reasons and does not unreasonably disadvantage the customer, and
   2. the changes do not alter the essential business characteristics of the contract, in particular the services owed by BANQR in return for a renumeration.
2. BANQR will inform the customer of such changes at least two (2) months before the planned entry into force of the changes. The customer can either agree to the changes before they come into effect or reject the changes. The customer shall be deemed to have given its consent if it has not notified BANQR of its rejection before the planned entry into force of the changes. BANQR will specifically point out this approval effect to the customer in its offer.
3. If the customer rejects the changes, both Parties have the right to terminate the contract extraordinarily. BANQR shall inform the customer separately of this mutual extraordinary right of termination as part of the notification of change.

§ 16 Final provisions

1. Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the invalid provision. The same shall apply in the event of a loophole in the GTC.
2. Annexes which are referenced in these GTC are an integral part of the contract.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is the registered office of BANQR. BANQR remains entitled to take legal action at the customer's general place of jurisdiction.
4. The law of the Federal Republic of Germany shall apply to these GTC, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).

List of Annexes

• Annex 1 - Subject matter of the contract
• Annex 2 - Support
• Annex 3 - Data Processing Agreement
• Annex 4 - Remuneration

Annex 1 - Subject matter of the contract

1. General Description of the Software

Fraud Prevention 365 is a Software-as-a-Service (SaaS) solution for the verification of bank account data. The Software enables the customer to verify the validity of account data in real time or near real time via BANQR's online portal (hereinafter referred to as the "Portal").

The customer can register in the Portal, purchase an API quota and then enter bank account data for verification. This data is forwarded to the Deutsche Bank database (hereinafter referred to as "DB") via an interface. The result of the verification is made available to the customer within the Portal.

2. Functional Scope of the Software

The Software includes the following main functions:

1. Account verification via the Portal
   • Direct entry of IBAN and account holder by the customer
   • Automatic forwarding to the DB database
   • Feedback on the validity of the account data in real time or near real time
2. API access for automated verification processes
   Customers can purchase an API contingent and integrate it into their business processes
3. Data processing & security measures
   • Temporary storage of the data entered for the duration of the verification process
   • Encrypted transmission via TLS 1.2/1.3
   • No storage of account data after verification has been completed

3. Usage-dependent Components

Use of the Software is based on a flexible pricing model with the following components

1. API quota that the customer can purchase (see Annex 4: Remuneration)
2. Additional services (e.g. support, special solutions in accordance with Annex 3)

4. Technical Requirements for Use

The customer must fulfill the following technical requirements in order to use the Software:

• Registration in the Portal with name, e-mail address and payment details
• Purchase of an API quota for access to the verification function
• Internet connection & access to a supported web browser (Chrome, Edge, Firefox, Safari)

Annex 2 – Support

BANQR offers a Basic Support Plan which includes up to 5 support hours per month for a flat rate of EUR 350.00. Any additional support hours are charged at EUR 160.00 per hour. Availability: Monday to Friday, from 09:00 to 18:00 (CET) E-Mail Support: Response time within 24 hours All support services are provided within the above service hours. For support requests, please contact: support@banqr.io

Annex 3 – Data Processing Agreement

See Annex 3: Data Processing Agreement

Annex 4 - Remuneration

Price table

1. Prices for API quota regarding Fraud Prevention 365

Additional information

• Prices are subject to statutory VAT.
• The API packages can be used once and have no expiry date.

2. Payment Information

Payment is made in advance to BANQR and via a payment method supported in the Portal (e.g. credit card).