InCycling GmbH – Terms of Use

Company: InCycling GmbH, a company incorporated under the laws of Germany with its registered office at Gustav-Adolf-Straße 154, 13086 Berlin, Germany, registered with the commercial register of the Berlin Local Court (Amtsgericht) Charlottenburg, HRB 275683 B, VAT ID DE456252165 ("InCycling", "we", "us", "our").

User / Customer: "User" (also "Customer") means any natural or legal person, or partnership with legal capacity, acting as an entrepreneur within the meaning of sec. 14 BGB, that uses the Broker Service or is a party to these Terms. Consumers (sec. 13 BGB) are excluded. A User may act as Supplier (seller) or Buyer. Acts of employees, officers, agents or other authorised representatives are attributable to the User, who warrants their authority.

Supplier / Seller: "Supplier" means a User that offers, sells or distributes products via the Broker Service and concludes Sales Contracts with a Buyer. Unless expressly agreed otherwise, the Supplier acts as a reseller/distributor (not on behalf of InCycling); InCycling is not a party to the Sales Contract between Supplier and Buyer.

Buyer / Purchaser: "Buyer" means a User that requests or purchases products via the Broker Service and concludes Sales Contracts with a Supplier. The Buyer remains responsible for technical, regulatory and commercial due diligence as to suitability of the products, without prejudice to any statutory duties of the Supplier.

Important: These Terms of Use govern the Broker Service and related marketplace functionality only. Access to and use of InCycling's software product (SaaS) is governed exclusively by the separate InCycling SaaS Licence Agreement (including its SLA and DPA). In the event of any conflict concerning brokerage or trading, these Terms prevail; in the event of any conflict concerning software licence, uptime/support, security or data processing on behalf of Customer, the SaaS Licence Agreement prevails.

1.1 These Terms of Use (the "Terms") apply to professional business users (B2B only) who access or use InCycling's brokerage product offering, functionality and services, including discovery, introductions, messaging, negotiation and deal administration between buyers and suppliers of chemicals and related products (the "Broker Service").

1.2 No consumers. The Broker Service is offered exclusively to entrepreneurs within the meaning of § 14 BGB (i.e., natural or legal persons or partnerships with legal capacity acting in the course of their business). Consumers within the meaning of § 13 BGB are not permitted to use the Broker Service.

1.3 Order of precedence. (a) Order Form / commercial schedules (if any); (b) these Terms; (c) InCycling policies referenced herein. The InCycling SaaS Licence Agreement governs software licence matters and prevails for those topics.

1.4 Changes to these Terms. We may amend these Terms pursuant to Section 19. Confidential

1.5 Contractual basis of transactions. Any purchase, sale or other transaction concerning products identified or negotiated via the Broker Service is concluded exclusively between the buyer and the supplier. Such transaction is governed solely by the individual agreement reached between those parties (the "Sales Contract"). InCycling is not a party to any Sales Contract.

1.6 Customer Terms and Conditions in Sales Contracts. The content and validity of any Sales Contract between the supplier and the buyer, including the applicability and priority of general terms and conditions of the buyer and/or the supplier, are determined solely between these contracting parties. InCycling does not review, control or become bound by the general terms and conditions of users. Any conflicts of terms ("battle of forms") are to be resolved exclusively between buyer and supplier.

2.1 Applicability. These Terms apply to any User who accesses, requests, receives or otherwise uses the Broker Service, irrespective of the form or channel through which the Broker Service is provided.

2.2 Acceptance by use. By using the Broker Service, the User agrees to be bound by these Terms.

2.3 Eligibility (B2B only). The Broker Service is offered exclusively to entrepreneurs within the meaning of § 14 BGB (Bürgerliches Gesetzbuch). Consumers within the meaning of § 13 BGB are excluded.

2.4 Authority. Any person interacting with InCycling on behalf of a User warrants that it is duly authorised to bind the User legally.

2.5 Compliance and onboarding checks. InCycling may request information reasonably necessary to verify the User's identity, business status, authorisation, sanctions or export control compliance, and may suspend or refuse the Broker Service where such information is not provided or indicates material legal or compliance risk.

3.1 Intermediary only (no party to Sales Contracts). InCycling operates the Broker Service exclusively as a neutral intermediary and messenger facilitating introductions, communications and administrative workflows between buyers and suppliers. InCycling is not a party to any sales contract concluded between buyer and supplier and does not act as supplier, buyer, manufacturer, distributor, owner, importer or exporter of record. Title to and possession of goods do not pass to InCycling at any time.

3.2 No agency or representation. Unless expressly agreed in a separate written agreement signed by InCycling, InCycling does not act as agent, commercial agent, commission agent or representative within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB) or otherwise, and has no authority to conclude contracts on behalf of users.

3.3 No payment services; optional PSP. Payments are effected directly between buyer and seller under their Sales Contract unless an optional third party payment service provider ("PSP") is explicitly offered. InCycling does not provide payment services, does not hold or control customer funds and is Confidential not a payment institution. Where used, the PSP acts under its own terms as a separately contracted and duly licensed entity.

3.4 No logistics or ancillary services. InCycling does not provide logistics, transport, forwarding, customs, warehousing, insurance or testing services and does not act as carrier, freight forwarder, customs broker, warehouse operator, insurer or laboratory.

4.1 Reservation of rights. InCycling reserves all rights not expressly granted to the User under these Terms. In particular, InCycling does not grant any entitlement to the availability of specific functions, workflows, transaction volumes or features of the Broker Service.

4.2 Modification and discontinuation. InCycling may, in its reasonable discretion and subject to applicable law, modify, restrict, suspend or discontinue the Broker Service or parts thereof, temporarily or permanently, for technical, legal, compliance related or business reasons.

4.3 Removal of content; suspension of access. InCycling may remove, disable or restrict access to content or user accounts where this is required to comply with applicable law, to prevent abuse, fraud or security risks, or to protect legitimate business interests.

4.4 No waiver. Failure by InCycling to exercise any right shall not constitute a waiver of such right.

5.1 Lawful use (permitted use). User shall use the Broker Service only in accordance with all applicable laws and regulations and these Terms, and solely for legitimate B2B transactions in the chemical sector.

5.2 Restrictions. User shall not: (a) scrape or harvest data except through documented APIs (if any); (b) misrepresent identity, authorisation or product information; (c) interfere with other users or the platform; (d) attempt to conclude transactions that are unlawful or sanctioned.

5.3 Anti-circumvention (Customer-Protection).

(a) Prohibition. For 24 months from the first introduction via the Broker Service of (i) a specific Introduced Counterparty and (ii) a specific Introduced Product, the User shall not bypass InCycling by entering into off-platform transactions with that Introduced Counterparty (or its Affiliates) for the Introduced Product or a Similar Product.

(b) Definitions. "Introduced Product" means the product or grade identified in the introduction (by CAS/EINECS or equivalent specification). "Similar Product" means a product with the same CAS/EINECS or a functionally equivalent grade typically substitutable in the same application. "Affiliate" means an entity controlling, controlled by or under common control with a party.

(c) Carve-outs. This clause does not apply where the User evidences by contemporaneous documents that before the introduction it had (i) an existing framework agreement, or (ii) ongoing bilateral negotiations regarding the Introduced Product with the Introduced Counterparty. Confidential

(d) Evidence & confidentiality. InCycling may request reasonable, redacted evidence (e.g., quotes, emails, POs) to verify applicability; all such material will be treated as Confidential Information.

(e) Lump-sum damages (pauschalierter Schadensersatz). Upon breach, the User shall pay a lump-sum amount equal to the Broker Fee that would have been payable under Section 10 (or the applicable Commercial Schedule) for the circumvented transaction(s), calculated on the net consideration actually paid. The User may prove a lower loss at any time; InCycling may prove a higher loss. If and to the extent a court qualifies this clause as a contractual penalty, a reduction under § 343 BGB applies.

(f) Waiver. InCycling may grant written waivers for specific transactions.

6.1 Resale / pass-through role of Supplier. Unless expressly stated otherwise, suppliers act as resellers or distributors of products (including so-called "Zur-Platzware") and are in most cases not the original manufacturer or initial supplier of the products.

6.2 Pass-through product information. Product information, specifications, safety data sheets ("SDS"), classifications, labels and similar documentation are provided by suppliers on a pass-through basis as received from the original manufacturer or upstream supplier. Suppliers do not warrant the completeness, accuracy or timeliness of such pass-through information, unless they have modified or supplemented it.

6.3 Certificates of Analysis and qualification documents. Suppliers may provide certificates of analysis ("CoA"), test reports or qualification documents relating to specific batches or products. Such documents may be submitted to InCycling for onward disclosure to buyers, including in anonymised or redacted form. CoAs and similar documents are provided for informational purposes only and reflect the results reported by the issuing laboratory or upstream supplier. Neither the supplier nor InCycling assumes responsibility for the underlying testing, methodology or results, except in cases of wilful misconduct or fraudulent misrepresentation.

6.4 No independent verification or assumption of manufacturer obligations. Suppliers are not obliged to independently verify pass-through information or CoAs and do not assume the obligations of manufacturers or importers under applicable product liability or chemicals legislation, unless expressly agreed in writing.

6.5 Regulatory positioning (REACH/CLP; POPs; PIC; product status). Supplier warrants and represents its correct regulatory role with respect to each product offered or traded via the Broker Service, acting as manufacturer, importer or distributor (as applicable) within the meaning of EU chemicals legislation.

(a) REACH / CLP. If Supplier acts as a manufacturer or importer under REACH (Regulation (EC) No 1907/2006), Supplier warrants that all substances are duly registered, pre-registered or exempted in accordance with REACH and that all applicable obligations (including authorisation and restriction requirements) are fulfilled. If Supplier acts as a distributor, Supplier warrants compliance with the mandatory distributor obligations, including the forwarding of safety data sheets (Article 31 REACH) Confidential and legally required information without modification. Supplier warrants correct classification, labelling and packaging in accordance with CLP (Regulation (EC) No 1272/2008) to the extent required by its regulatory role.

(b) Persistent Organic Pollutants (POPs). Supplier warrants compliance with Regulation (EU) 2019/1021 (POPs Regulation), including prohibitions, concentration limits and information duties, to the extent applicable to the products.

(c) PIC / exports outside the EU. Where products are exported from the European Union, Supplier warrants compliance with the PIC Regulation (Regulation (EU) No 649/2012) and all applicable notification, consent and information obligations, and warrants that it acts as exporter of record where required.

(d) Product (no waste). Supplier warrants that all products offered or traded via the Broker Service are lawfully placed on the market as products and not as waste within the meaning of applicable waste legislation, and that no shipment constitutes a shipment of waste.

(e) No assumption by InCycling. Nothing in these Terms shall be construed as InCycling assuming any manufacturer, importer or distributor obligations. InCycling does not verify regulatory status or compliance.

6.6 Buyer due diligence and no reliance. Buyers are solely responsible for assessing the suitability of the products for their intended use, for fulfilling any downstream user obligations and for conducting their own regulatory, technical and commercial due diligence. Buyers shall not rely on InCycling or on suppliers for the correctness or completeness of pass-through information or CoAs.

6.7 No verification by InCycling; future carve-out. Except where InCycling expressly agrees in writing to provide specific verification, review or assessment services under a separate agreement, InCycling does not verify, validate or assess product information, SDS, CoAs, regulatory status or compliance and does not provide regulatory, technical or legal advice. Any such expressly agreed services shall be subject exclusively to the scope, limitations and liability provisions set out in the respective separate agreement.

7.1 Formation of Sales Contracts. Sales Contracts are concluded solely between buyer and supplier. InCycling does not guarantee that negotiations will result in a transaction and does not assume any obligations arising from Sales Contracts.

7.2 Incoterms®. Delivery terms, transfer of risk and costs are governed exclusively by the Sales Contract and any agreed Incoterms® (2020) between the supplier and the buyer.

7.3 Antitrust. Users shall not use the Broker Service to exchange competitively sensitive information (including future prices, cost data, margins, capacity, customers or market allocation). InCycling may remove content or suspend access to prevent or address antitrust risks.

7.4 No exclusivity; interim sale or other prior use by Supplier. The availability of any product identified or discussed via the Broker Service is non-binding. The Supplier may, at any time and at its sole discretion, sell, allocate, reserve, use or otherwise dispose of such product to or for third parties Confidential or for its own purposes prior to the conclusion of a binding Sales Contract. Any such interim sale, allocation or other prior use shall not give rise to any claim, right or entitlement of a prospective buyer against the Supplier or against InCycling.

8.1 General compliance. Users shall comply with all applicable laws, including trade, customs, exportcontrol and sanctions regulations.

8.2 Sanctions and dual-use. Users represent that neither they nor their counterparties are subject to applicable sanctions and that products are not intended for prohibited end-uses or end-users. InCycling may suspend or terminate the Broker Service where required to comply with applicable law.

9.1 Platform IP. All rights in the Broker Service and related content belong to InCycling or its licensors.

9.2 User content. Users grant InCycling a non-exclusive right to use content solely to operate the Broker Service.

9.3 Feedback. The User grants InCycling a worldwide, perpetual, irrevocable, royalty-free and transferable licence to use feedback, suggestions and ideas provided by the User solely to develop, improve and support the Broker Service and related products; this does not authorise InCycling to disclose the User's identity as the source of such feedback without consent.

9.4 Aggregated/Anonymised Data. InCycling may create, use and share aggregated and/or anonymised data derived from or generated through use of the Broker Service to analyse usage, improve and develop services, and publish industry insights, provided that such data does not disclose the identity or confidential information of any User or counterparty. Personal data is processed only in accordance with Section 12.

10.1 Broker Fee (contractually agreed). For each transaction facilitated by the Broker Service and for any transaction with an Introduced Counterparty during 24-month tail period, the Supplier shall pay InCycling a commission ("Broker Fee"). Rate, fee model, basis of calculation and due date are negotiated and agreed in writing in an Order Form or Commercial Schedule.

(a) Order Value (basis of calculation). "Order Value" means the net price actually paid by the buyer to the Supplier under the Sales Contract excluding VAT and other sales taxes, and excluding separately itemised freight, insurance and customs/duties, unless expressly included in the agreed pricing. Subsequent rebates/credit notes reduce the Order Value accordingly. For non-EUR payments, amounts are converted at the ECB reference rate on the date of the buyer's payment to the Supplier. Confidential

(b) Trigger and due date. The Broker Fee is earned upon conclusion of the Sales Contract and becomes due upon the earlier of (i) the buyer's first payment to the Supplier under that Sales Contract or (ii) the first delivery. Invoices are issued accordingly.

(c) Adjustments. In case of partial fills, cancellations, returns or write-offs, the Broker Fee adjusts pro rata to the Order Value actually paid; corrections are settled by credit/debit note.

(d) Alternative structures. InCycling and Supplier may agree alternative value-based models (e.g., tiered rates, minimum fees, fixed or success fees) in writing.

10.2 Invoicing and payment. Invoices are due 15 days from invoice date. Upon default, statutory default interest applies pursuant to § 288(2) BGB (currently 9 percentage points above the base rate for B2B claims); any further statutory rights (including the €40 collection flat under § 288(5) BGB) remain unaffected.

10.3 Records and audit (limited to fee verification).

(a) The Supplier shall keep complete and accurate records reasonably necessary to verify Broker Fees (Sales Contracts with Introduced Counterparties, invoices, payments received, credit notes, returns, cancellations) for 36 months from the date of the transaction.

(b) Audit right. No more than once in any 12-month period, upon 10 business days' prior written notice, during normal business hours, InCycling may audit such records solely to verify Broker Fees. The audit may be performed by an independent auditor bound by confidentiality; the auditor shall disclose to InCycling only what is strictly necessary to evidence the correct fee.

(c) Costs. Audit costs are borne by InCycling unless an underpayment > 5 % for the audited period is found, in which case the Supplier shall promptly pay (i) the underpaid fees plus interest per § 288 BGB and (ii) reasonable audit costs.

(d) Look-back. The audit look-back is limited to the preceding 36 months.

(e) Data protection & confidentiality. All audit information is treated as Confidential Information; personal data is accessed only if necessary and processed in accordance with the parties' data protection obligations.

11.1 Confidential Information. "Confidential Information" means all information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Broker Service that is designated as confidential or that, by its nature or the circumstances of disclosure, ought reasonably to be regarded as confidential, including business, commercial, technical, financial, pricing and transaction-related information.

11.2 Obligations of confidentiality. The Receiving Party shall (a) use Confidential Information solely for the purposes of the Broker Service; (b) keep Confidential Information strictly confidential; and (c) not disclose Confidential Information to any third party except as expressly permitted under these Terms. Confidential

11.3 Permitted disclosures. Confidential Information may be disclosed to the Receiving Party's employees, officers, advisers and contractors on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less protective than those set out herein. Disclosure is further permitted where required by applicable law, regulation or court order.

11.4 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without confidentiality obligation; or (d) is independently developed without use of the Confidential Information.

11.5 Duration. The confidentiality obligations under this Section 11 shall survive termination of these Terms for a period of five (5) years, unless mandatory law requires a longer period.

12.1 Independent controllers. Each party acts as an independent data controller within the meaning of the General Data Protection Regulation (Regulation (EU) 2016/679 – "GDPR") with respect to any personal data processed in connection with the Broker Service, unless expressly agreed otherwise in writing.

12.2 Compliance with data protection law. Each party shall comply with all applicable data protection laws, including the GDPR and any implementing national legislation.

12.3 Processing on behalf of a User. To the extent InCycling processes personal data on behalf of a User as a processor within the meaning of Article 28 GDPR, such processing shall be governed exclusively by a separate data processing agreement ("DPA") concluded between InCycling and the relevant User.

12.4 No responsibility for third-party processing. InCycling is not responsible for personal data processing carried out independently by buyers, suppliers or other third parties in connection with Sales Contracts.

13.1 No product warranties. InCycling does not make any representations or warranties with respect to the products identified, offered or traded via the Broker Service. In particular, InCycling does not warrant any quality, merchantability, fitness for a particular purpose, conformity with specifications, suitability for intended use, freedom from defects, or compliance with regulatory, environmental, health or safety requirements. Any warranties relating to products may arise solely, if at all, under the applicable Sales Contract between buyer and supplier.

13.2 Pass-through information; no reliance. All product information, specifications, SDS, CoAs, test reports, classifications, labels and similar documentation made available via the Broker Service are provided on a pass-through basis by suppliers or upstream parties. InCycling does not warrant the accuracy, completeness or timeliness of such information. Confidential Users acknowledge that they do not rely on InCycling for the correctness or completeness of any such information. Rights and remedies vis-à-vis Suppliers, if any, arise solely under the applicable Sales Contract and mandatory law.

13.3 No regulatory, technical or legal advice. The Broker Service does not constitute and shall not be construed as regulatory, technical, scientific, safety or legal advice. Users remain solely responsible for assessing regulatory compliance, suitability and risks associated with the products and transactions.

13.4 No availability or success guarantee. InCycling does not warrant that the Broker Service will lead to any transaction, minimum volumes, specific counterparties, pricing or commercial outcome, or that the Broker Service will be uninterrupted or error-free.

13.5 As-is / as-available. The Broker Service is provided on an "as is" and "as available" basis, subject to mandatory law.

13.6 User warranties. Each User warrants that (a) it has full power and authority to enter into transactions and to use the Broker Service; (b) its use of the Broker Service and any Sales Contract complies with applicable law; and (c) information provided by it is accurate and not misleading.

14.1 Scope. The User shall indemnify and hold InCycling harmless from any third-party claims (including reasonable external legal fees) to the extent arising from: (a) the User's breach of these Terms or mandatory law; (b) any Sales Contract (including product conformity, marketing, classification, labelling, documentation and use) concluded by the User; (c) inaccurate, incomplete or misleading information or documentation (incl. SDS, CoAs) provided by the User; (d) violations of chemicals, environmental, product-safety, export-control, sanctions or customs rules attributable to the User; or (e) misuse of the Broker Service by the User. This Section does not cover administrative fines or penalties, except to the extent legally permissible; GDPR administrative fines are excluded.

14.2 Exclusions. No indemnity applies where and to the extent a claim is caused by InCycling's wilful misconduct or gross negligence.

14.3 Procedure. InCycling shall promptly notify the User and cooperate at the User's expense; the User shall assume and conduct the defence in consultation with InCycling. InCycling may participate at its own cost and may take over the defence if a conflict of interest exists or the User fails to defend. No settlement imposing obligations on, or admitting liability for, InCycling without its prior written consent, not to be unreasonably withheld.

15.1 Unlimited liability. Nothing limits or excludes liability for intent or gross negligence, injury to life, body or health, fraudulent misrepresentation, liability under the German Product Liability Act (ProdHaftG), or any other non-waivable statutory liability (incl. Art. 82 GDPR, as applicable).

15.2 Simple negligence. Confidential

(a) For slightly negligent breaches of non-essential duties, InCycling's liability is excluded.

(b) For slightly negligent breaches of essential contractual duties (Kardinalpflichten), liability is limited to typical, foreseeable damage.

15.3 Overall cap. Subject to 15.1 and 15.2, InCycling's aggregate liability in any 12-month period shall not exceed the lesser of (i) 100% of Broker Fees paid or payable in that period and (ii) EUR 250,000. Amounts paid for one claim reduce the remaining cap. Per-event liability shall not exceed 50% of the Broker Fee that would have been payable for the affected transaction(s).

15.4 Excluded heads of loss. In no event is InCycling liable for loss of profit, production, business, goodwill or other indirect/consequential loss, except where such loss is the typical and foreseeable result of a slightly negligent breach of an essential duty under 15.2(b).

15.5 Beneficiaries. The above limitations apply to all claims and remedies, regardless of legal theory, and inure to the benefit of InCycling's affiliates, directors, officers, employees and agents.

15.6 GDPR. Nothing in this Section affects non-waivable data-subject rights under Art. 82 GDPR; as between the parties, GDPR liability is allocated in Section 12 and any applicable DPA.

16.1 Initial term. These Terms are concluded for an initial term of 36 months.

16.2 Renewal. Thereafter, the Terms renew automatically for successive 12-month periods unless terminated with 3 months' notice.

16.3 Termination for cause. Either party may terminate for material breach not cured within a reasonable period.

16.4 Survival. Upon termination or expiry of these Terms, the following provisions survive only to the extent necessary to regulate rights and obligations that (i) accrued before termination/expiry, (ii) relate to Sales Contracts concluded before termination/expiry, or (iii) by their nature reasonably require post-term application, and in each case subject to mandatory law and applicable limitation periods: 1.6 (Customer T&Cs in Sales Contracts), 3 (Role of InCycling), 5.3 (Anti-circumvention; surviving for 24 months post-term), 6.6–6.7 (Buyer due diligence; no verification – as regards pretermination transactions only), 7.2–7.4 (Incoterms; Antitrust; Prior sale – as regards existing Sales Contracts), 9 (Intellectual Property), 10 (Broker Fees; Records and Audit – limited to billing/compliance reviews for up to 5 years, during business hours, upon prior notice, confidentiality maintained), 11 (Confidentiality – 5 years, trade secrets without time limit), 12 (Data Protection – including deletion/return duties and any DPA), 13 (Warranties and Disclaimers – without prejudice to mandatory rights), 14 (Indemnities – for pre-termination events and breaches of surviving clauses), 15 (Liability), 20 (Governing Law; Jurisdiction), 21 (Language), 22 (Miscellaneous – interpretative only) and 23 (Notices). Clause 19 (Amendments) does not survive. Nothing herein limits non-waivable statutory rights (incl. ProdHaftG, Art. 82 GDPR) or statutory limitation periods. Confidential

17.1 Force Majeure events. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond its reasonable control ("Force Majeure"), including but not limited to acts of God, war, terrorism, civil unrest, epidemics or pandemics, trade embargoes, government imposed sanctions, export or import restrictions, sudden loss of upstream energy supply or raw materials, or failures of public infrastructure or third party networks.

17.2 Suspension of obligations. The obligations of the affected party shall be suspended for the duration of the Force Majeure event to the extent affected thereby.

17.3 Notification and mitigation. The affected party shall notify the other party without undue delay of the occurrence and expected duration of the Force Majeure event and shall use reasonable efforts to mitigate its effects.

17.4 Payment obligations. Payment obligations shall not be excused by Force Majeure.

18.1 Assignment by Users. Users may not assign, transfer or otherwise dispose of these Terms or any rights or obligations hereunder, in whole or in part, without the prior written consent of InCycling.

18.2 Assignment by InCycling. InCycling may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, sale of assets or similar corporate transaction upon written notice to the User.

19.1 Valid reasons. InCycling may amend these Terms for valid reasons (changes in law/regulation/case law, regulatory requests, security/data-protection, technical prerequisites, material market/business process changes) to the extent necessary and without upsetting the parties' overall balance.

19.2 Process and form. Amendments will be notified in text form with a summary, redline/comparison, and an effective date at least six (6) weeks after receipt; notices highlight the right to object and the effects of silence.

19.3 Minor changes (silence = acceptance). Changes that do not materially worsen the User's duties or economic position (e.g., clarifications, editorial fixes, mandatory-law compliance, security/privacy adaptations without added cost) are deemed accepted unless objected to within six (6) weeks.

19.4 Material changes (consent or special termination). Changes that materially affect scope of service, fees/commission model, liability/availability, term/tail rules, or other core rights/obligations require express consent. If consent is withheld, either party may terminate effective month-end after the 19.2 notice period; until then, the previous Terms apply for that User. Confidential

19.5 Limits and preservation. Amendments are not retroactive and do not modify executed Order Forms/Commercial Schedules or Sales Contracts; earned/owing fees remain due. Individually negotiated terms prevail (sec. 305b BGB).

20.1 Governing law. These Terms and all non contractual obligations arising out of or in connection with them shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.2 Jurisdiction. Exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Berlin, Germany, provided that the User is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

21.1 Contract language. These Terms are made available in English.

21.2 Prevailing version. The English version of these Terms shall be legally binding. Any translation is provided for information purposes only; in the event of any discrepancies, inconsistencies or ambiguities between the English version and a translation, the English version shall prevail.

22.1 Entire agreement. These Terms constitute the entire agreement between InCycling and the User with respect to the Broker Service and supersede all prior agreements, negotiations or understandings relating thereto.

22.2 Severability. If any provision of these Terms is or becomes invalid, illegal or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid provision, the statutory provisions shall apply; no clause reduction beyond statutory law.

22.3 No waiver. The failure or delay of either party to exercise any right or remedy shall not constitute a waiver of such right or remedy.

22.4 Relationship of the parties. Nothing in these Terms shall be construed as creating a partnership, joint venture or fiduciary relationship between the parties.

22.5 The Supplier may set off only with undisputed or finally adjudicated claims; statutory retention rights remain unaffected.

23.1 Form and addresses. Notices under these Terms must be in text form (Textform, sec. 126b BGB) and sent to the addresses notified by the parties from time to time. Email to (i) the User's registered Confidential account email and (ii) InCycling: solutions@incycling.com (or such other address notified by InCycling) is sufficient.

23.2 Deemed receipt. Notices are deemed received on the next business day after dispatch for email, and on the third business day after handover to a recognised courier or registered mail service.

23.3 Changes. A party may update its notice details by notice in accordance with this Section. Confidential