Version: 2025/11/17

1. Scope of application

• These Terms and Conditions (“Terms”) govern the entire business relationship between
  casaGeo Data + Services GmbH, Fraunhoferstraße 3, 25524 Itzehoe, Germany
  (“casaGeo”) and its customers with respect to:

  • consulting and project services,

  • the delivery of data and analytics,

  • the provision and licensing of software and digital products (including “casaGeoTools”), and

  • purchases made via online sales channels (such as the casaGeo online shop or integrated payment widgets, including Zoho Billing).

• casaGeo enters into agreements exclusively with business customers within the meaning of Section 14 of the German Civil Code (BGB), public law institutions, or public-sector entities.
  Contracts with consumers (Section 13 BGB) are not concluded. If a contract is inadvertently formed with a consumer, these Terms shall only apply to the extent they do not conflict with mandatory consumer protection laws.

• Any terms and conditions of the customer are excluded unless explicitly accepted in writing by casaGeo. This applies even if casaGeo performs services without reservation while aware of conflicting customer terms.

• In the event these Terms are amended, the version valid at the time of contract conclusion shall apply.

• The contractual language is German or English. In case of any conflict, the German version prevails.

2. Offers and Conclusion of Contract

1. All offers, project descriptions, service specifications, and pricing information provided by casaGeo — whether in writing, in presentations, online, or via third-party systems (e.g., Zoho Billing) — are non-binding, unless explicitly designated as binding in writing.

2. A contract is concluded only when casaGeo

   • accepts the customer’s order in writing (email sufficient), or

   • makes the service or digital content available (e.g., providing download links, license keys, or activating customer accounts).

3. For online shop orders or orders placed via integrated billing widgets (e.g., Zoho Billing):

   • Product presentations and prices do not constitute a binding offer.

   • By submitting an order (e.g., clicking “Place binding order”), the customer submits a legally binding offer.

   • The contract is concluded once casaGeo sends an order confirmation or provides access to the purchased digital content or license.

4. When using Zoho Billing widgets, the contract is formed exclusively between the customer and casaGeo. Terms of Zoho or other service providers apply only to their respective service scopes (e.g., payment processing).

3. Registration and Customer Accounts

1. For certain digital purchases or services (e.g., customer portal), customers may be required to register and create a customer account. Customers must provide complete and accurate information, particularly company name, address, contact person, and email address.

2. Customers are responsible for safeguarding their login credentials. Any changes to customer data must be updated immediately.

3. casaGeo may block or delete customer accounts if incorrect data is provided, misuse occurs, or material contractual obligations or these Terms are violated.

4. Services, Digital Content, and Usage Rights

1. During the term of the agreement, the customer receives the right to use the data, software, digital products, and other deliverables provided by casaGeo solely for the purposes defined in the respective agreement.

2. The customer does not acquire ownership of digital content or software; instead, the customer receives a simple, non-exclusive, non-transferable, and—unless otherwise agreed—perpetual license to use the deliverables within the agreed scope.

3. Unless explicitly authorized in writing, the customer is prohibited from:

   • selling, sublicensing, leasing, distributing, publishing, or otherwise making digital content or software available to third parties;

   • modifying, editing, or reverse-engineering content;

   • sharing access credentials, activation keys, or download links with third parties;

   • publicly reproducing content or placing it in public or freely accessible networks.

4. Copyright notices, trademarks, and other legal markings must not be removed or altered.

5. All casaGeoTools, databases, analyses, and methodologies are protected by copyright and other intellectual property laws.

5. Prices, Taxes, and Payment Terms

1. All prices are net prices and subject to applicable statutory VAT. Any additional duties, taxes, or charges related to cross-border transactions must be borne by the customer.

2. Unless otherwise agreed:

   • consulting and project services are billed according to the offer or project agreement;

   • digital products (e.g., software licenses, license keys, transaction packages) purchased online must generally be paid in advance.

3. Accepted payment methods include bank transfer, credit card, SEPA direct debit, PayPal (if available), Stripe, or other payment processors.

4. Invoices are payable within 14 days without deduction. The customer is in default 14 days after invoice date without further notice.

5. A payment is deemed completed only when casaGeo can irrevocably dispose of the amount.

6. If the customer is in default for more than 30 days, or insolvency proceedings are initiated, casaGeo may:

   • declare all outstanding claims immediately due,

   • suspend further deliveries or services, and

   • enforce ownership and usage right reservations.

7. For customers within the EU, casaGeo uses the VAT ID provided by the customer. If the VAT ID is found to be invalid, the customer is liable for any resulting tax claims asserted against casaGeo.

6. Delivery, Provision of Services, and Transfer of Risk

1. Delivery dates or deadlines—whether binding or non-binding—must be agreed in writing.

2. Delivery and service delays due to force majeure or other events that substantially impede or render delivery impossible (including strikes, lockouts, governmental actions, war, natural disasters, failures of suppliers or their subcontractors) are not attributable to casaGeo.
   In such cases, casaGeo may postpone delivery or performance for the duration of the disruption plus a reasonable restart period, or withdraw from the contract in whole or in part.

3. If the disruption lasts longer than three months, the customer may withdraw from the unfulfilled part of the contract after granting a reasonable grace period.

4. Claims for damages due to delivery delays are excluded unless casaGeo caused the delay through gross negligence or intentional misconduct.
   If casaGeo is responsible for missing a binding delivery deadline, the customer may claim delay compensation of 0.5% of the invoice value per full week of delay, up to a maximum of 5% of the affected delivery/service value.

5. If delivery dates are affected by changes to the order, delays in required data or materials provided by the customer, or cooperation delays, agreed delivery times shall be reasonably extended. casaGeo may charge additional costs arising from such delays.

6. For digital products (data, licenses, software), delivery is deemed completed once casaGeo provides download links, license keys, access credentials, or account activation.
   At that moment, the risk passes to the customer.

7. If physical media or goods are shipped, shipment is at the customer’s risk unless otherwise agreed. Risk passes to the customer when casaGeo hands the shipment over to the carrier.

8. If shipment is delayed for reasons not attributable to casaGeo, risk passes to the customer upon notification of readiness for dispatch.

7. Transfer of Risk (specific provisions)

1. For digital deliveries via download, email, or customer account provisioning, the risk of accidental loss or deterioration transfers to the customer as soon as the data is made available.

2. casaGeo encrypts transmitted data unless otherwise agreed.
   casaGeo is not responsible for errors arising from transmission over public networks (e.g., the internet), unless caused by intentional or grossly negligent conduct of casaGeo.

3. At the customer’s request and expense, data or media may be delivered via courier or registered mail.

8. Defects and Warranty Claims

1. The customer must inspect delivered products and digital content immediately upon receipt or provision.
   Obvious defects must be reported within 7 days; hidden defects must be reported immediately after discovery.

2. If hidden defects occur, the processing or further use of the delivered data or software must be stopped immediately.
   If the customer continues processing despite a defect, the delivery is deemed accepted if the defect can no longer be examined.

3. For justified and timely defect notifications, casaGeo may choose between repair (rectification) or replacement delivery.

4. If two rectification attempts fail, or the replacement is also defective, or rectification is unreasonably delayed, the customer may demand:

   • a reduction of the purchase price (price adjustment), or

   • withdrawal from the contract.

5. Further claims for defects are excluded unless covered by the liability provisions in Section 9.

6. Warranty claims against casaGeo expire one year after delivery or provision of the product or service.

9. Liability

1. casaGeo is liable for damages caused:

   • intentionally or through gross negligence, in accordance with statutory provisions;

   • through simple negligence only if an essential contractual obligation (“cardinal obligation”) is breached.
     Essential obligations are those whose fulfillment is necessary for proper contract performance and on which the customer may regularly rely.

2. In cases of simple negligence, liability is limited to typical, foreseeable damages, up to a maximum of the net annual remuneration agreed for the respective individual contract.

3. casaGeo is not liable for indirect damages, consequential losses, or lost profits.

4. The above limitations do not apply to:

   • damages resulting from injury to life, body, or health;

   • liability under the German Product Liability Act;

   • liability arising from guarantees or procurement risks explicitly assumed by casaGeo.

5. If casaGeo is not directly responsible for damages, casaGeo will assign to the customer, upon request, any claims it holds against third parties.

6. casaGeo is not liable for damages resulting from the customer’s interpretation, processing, or use of delivered data or results, unless casaGeo acted with intent or gross negligence.

7. The above limitations also apply to casaGeo’s legal representatives, employees, and vicarious agents.

10. Indemnification

1. The customer is solely responsible for ensuring that any marketing activities or other uses of data provided by casaGeo comply with applicable laws, including but not limited to data protection, competition, and telecommunications laws.

2. The customer shall indemnify and hold casaGeo harmless from any third-party claims, including reasonable legal costs, arising from such activities—provided the cause lies within the customer’s sphere of responsibility.

3. If casaGeo is held liable alone or jointly with the customer due to regulatory or legal complaints, the customer shall bear all associated costs to the extent the issue arises from the customer’s conduct.

11. Confidentiality

1. Both parties shall treat as strictly confidential any information expressly designated as confidential or which, by its nature, must reasonably be considered confidential.

2. Confidential information includes, but is not limited to:
   business processes, methodologies, data, software, project documents, customer information, pricing information, and internal know-how.

3. The confidentiality obligation continues to apply beyond the termination of the contractual relationship.

4. Excluded from confidentiality are only such information that:

   • is or becomes publicly known without breach of contract;

   • was already lawfully known to the receiving party;

   • is lawfully obtained from third parties without confidentiality obligation;

   • must be disclosed due to legal obligations or authority orders.

12. Termination

1. Each party may terminate the agreement in writing if:

   a) the other party commits a material breach of contract that cannot be remedied,
   or
   b) the breach can be remedied but is not cured within a reasonable grace period set by the terminating party,
   or

   c) a significant deterioration of the other party’s financial situation occurs, endangering the performance of contractual obligations,
   or

   d) the other party discontinues its business operations.

2. Upon termination — regardless of the reason — the customer must:

   • return or permanently delete all casaGeo data, digital content, software, and media in their possession,

   • delete all copies stored on local systems or servers,

   • confirm deletion or destruction to casaGeo in writing within one week after contract termination.

3. Termination does not affect:

   • accrued payment claims,

   • ongoing confidentiality obligations,

   • rights and obligations intended to survive termination.

13. Extraordinary (Immediate) Termination

casaGeo may terminate the agreement with immediate effect if the customer:

1. violates essential provisions of these Terms,

2. breaches statutory data protection regulations,

3. violates agreed usage restrictions, license limitations, or purpose-bound data usage,

4. misuses provided data, software, or license keys.

14. General Provisions and Written Form

1. Additional or deviating agreements require written form to be valid.
   Emails and digital documents satisfy the written form requirement unless stricter form is required by law.

2. No verbal side agreements exist at the time of contract conclusion.

3. German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15. Governing Law and Jurisdiction

1. This contractual relationship is governed exclusively by the laws of the Federal Republic of Germany.

2. If the customer is a merchant, a legal entity under public law, or a special public fund, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be:

   Itzehoe, Germany

casaGeo may, however, also assert claims at the general place of jurisdiction of the customer.