General Terms and Conditions of Delivery of Wingfield Sports Technology Inc.

Wingfield Sports Technology Inc.

80 Pine Street, 24th Floor

New York, New York 10005

hereinafter called ("WINGFIELD")

NEW YORK ("WINGFIELD") AS OF 08/24

A. GENERAL CONDITIONS

B. SPECIAL CONDITIONS FOR

I. SALE OF HARDWARE & USE OF TRACKING & DASHBOARD SOFTWARE

II. MAINTENANCE AND SERVICING OF HARDWARE & SOFTWARE “WINGFIELD CARE”

Preliminary Remarks

WINGFIELD is a sports technology company that makes match and performance analysis accessible to the broader amateur racket sports community through a homegrown system that transforms any court in the world into a digital playing field. All that is needed is the Wingfield Box - an installation consisting of two cameras and a processing unit. Based on artificial intelligence and innovative image processing software, WINGFIELD is able to track and evaluate matches. The "Wingfield Court" product consists of three components:

1. Hardware, consisting of Wingfield Box, processor unit, IP camera and connection cable ("Hardware"), and
2. Software responsible for collecting analysis data based on image processing algorithms, installed on the processing unit located in the Wingfield Box ("Tracking Software" or "Software")
3. an online dashboard, which is used to administer the Wingfield Box.

A. General conditions

1. Scope

1.1 The following General Terms and Conditions ("Terms and Conditions") govern the legal relationship between WINGFIELD Sports Technology Inc. ("WINGFIELD") and its customers ("Customer") with regard to the sale of hardware and the provision of software as well as the associated documentation or product description (together "Deliverables") as well as the maintenance and servicing of hardware and software and other services, including training, consulting, customization programming and installation services (together also "Contractual Deliverables and Services").

1.2 WINGFIELD's contractual deliveries and services shall be provided exclusively based on these terms and conditions unless otherwise expressly agreed in writing between WINGFIELD and the Customer. General terms and conditions of business or purchase of the customer shall not be recognized by WINGFIELD, even if WINGFIELD does not expressly object.

1.3 These Terms and Conditions shall apply to all present and future business relations between WINGFIELD and the Customer.

2. Offers, orders

Customer may place an order for Contractual Deliverables and Services by submitting a written order in a format approved by WINGFIELD. The order will only be accepted upon WINGFIELD’s written or electronic declaration of acceptance ("order confirmation") from WINGFIELD, with the terms of the order being incorporated into these Terms and Conditions and collectively referred to hereinafter as the "contract").

3. Dates, deadlines, delay and impossibility for deliveries and services

3.1 WINGFIELD shall use its best commercially reasonable efforts to meet deadlines and dates contained in the contract.

3.2 Customer acknowledges and agrees that WINGFIELD’s compliance with deadlines and dates for contractual deliveries and services shall be subject to the timely receipt of all documents to be provided by Customer, necessary approvals, releases as well as compliance with the agreed terms of payment and other obligations by Customer. The performance

period shall be extended accordingly if these prerequisites are not met.

3.3 Customer claims against WINGFIELD due to delay or impossibility of the contractual deliveries and services are excluded if contractually agreed on deadlines and dates are not met due to circumstances or if the contractual delivery or service fails due to circumstances WINGFIELD is not responsible. This applies in particular in the event of force majeure (cf. Section A.7.).

3.4 Except in the case of agreement of fixed dates or in the case of unjustified refusal of performance, WINGFIELD shall only be in default of the contractual delivery or service if the customer has given WINGFIELD a reminder for the failure to meet the deadline and has set a reasonable deadline for the performance of the contractual delivery or service.

4. Subcontractor

WINGFIELD may perform the contractual deliveries and services by engaging affiliated companies or third parties as subcontractors. If WINGFIELD engages affiliated companies or third parties as subcontractors, WINGFIELD shall be liable for their activities in accordance with these Terms and Conditions to the same extent as for its own conduct.

5. General cooperation and information obligations of the customer

5.1 Customer shall be solely responsible for setting up a functional and sufficiently dimensioned - taking into account the additional load caused by the contractual deliveries and services - hardware and software environment for the delivery items, including, but not limited to, the following requirements for each place on which a Wingfield Box is to be installed:

5.1.1. laid power cable on the side where the Wingfield Box is to be installed.

5.1.2. laid LAN cable on the side where the Wingfield Box is to be installed, which allows a data transfer rate of 10 MBit/s. in upload.

5.2 The customer shall thoroughly test the contractual deliveries and services for freedom from defects and for usability in the existing hardware and software configuration prior to their use. This shall also apply to software received under warranty and maintenance.

5.3 Customer shall observe the instructions given by WINGFIELD for the installation and operation of the contractual deliveries and services. These are in particular:

5.3.1 Alignment of the IP Camera

The IP camera included in the hardware's delivery scope must be aligned exclusively to the site and cover as few areas as possible outside the site. Customer acknowledges and agrees that the alignment of the IP camera is Customer’s sole responsibility, and Customer agrees to indemnify WINGFIELD for any claims or damages, including data protection violations, resulting from the misalignment of the IP camera.

5.3.2 Placement of the signs

The placement of directional signs must identify any areas covered by the Wingfield Court System cameras. WINGFIELD will provide sufficient signs for equipped court.

5.4 Insofar as WINGFIELD is obligated to provide further services in addition to the contractual deliveries and services, Customer shall cooperate to the necessary extent free of charge, e.g. by providing employees, work rooms, hardware and software, data and telecommunications equipment.

5.5 Customer shall grant WINGFIELD access to the contractual deliveries and services for troubleshooting purposes, either physically or by means of remote data transmission.

5.6 Customer shall take reasonable troubleshooting steps prior to contacting WINGFIELD in the event that the contractual supplies and services do not work properly in whole or in part (e.g. by checking the alignment of the IP camera, fault diagnosis, regular checking of the power supply and LAN connection).

5.7 Customer is solely responsible for any costs or damages arising from Customer’s failure to perform its obligations in the contract.

6. Remuneration, terms of payment

6.1 The prices are net prices, unless expressly stated otherwise; in the case of deliveries, the customer shall be invoiced separately for transport or shipping costs and individual packaging, including required taxes at the applicable rate.

6.2 Travel costs and expenses shall be reimbursed separately.

6.3 Unless otherwise agreed in the respective contract or the following Special Terms and Conditions, invoices shall be due for payment within fourteen (14) days after receipt of the invoice by Customer.

6.4 WINGFIELD shall be entitled to charge interest on late payments at the maximum rate provided by law.

6.5 Other than as approved in writing by WINGFIELD in advance, Customer may not use the contractual deliveries and services beyond the rights of use granted in the contract. Customer may charge additional usage or booking fees for the use of a court equipped with the Wingfield Court System.

6.6 All prices are subject to applicable taxes, which are the sole responsibility of Customer.

6.7 Customer shall not offset any fees payable to WINGFIELD under this Agreement. Any attempt by the Customer to offset such fees shall be deemed null and void.

6.8 Customers can book additional software and/or service subscriptions. Unless otherwise specified in the contract, the minimum term for any subscription is 24 months. At the end of the initial contract period, subscriptions will automatically renew for an additional 12 months unless canceled in writing at least 3 months before the end of the current contract period. The specific features and details of the subscriptions are outlined in the respective contract. Unless otherwise specified in the contract, each subscription will carry its own term and will not be coterminous with other subscriptions.

7. Force majeure

WINGFIELD shall not be liable for delays or failures in performance due to events beyond its control ("force majeure"), including natural disasters, government actions, war, civil unrest, or labor disturbances. WINGFIELD's obligations will be suspended for the duration of the force majeure event plus a reasonable recovery period. WINGFIELD will promptly notify Customer of any such event and its expected impact. If the event continues for more than 3 months, WINGFIELD may terminate the contract.

8. Secrecy and data protection

8.1 Each of WINGFIELD and Customer (in such capacity, “Recipient”) undertake to treat all knowledge of confidential information and trade secrets ("Confidential Information") of the respective other contracting party (in such capacity, “Discloser”) obtained in the course of the initiation and performance of the contract as confidential for an unlimited period of time and to use such information only for purposes of the performance of the respective contract.

8.2 Recipient shall only make confidential Information accessible to employees and other third parties to the extent that this is absolutely necessary for the performance of the respective contract. Recipient shall instruct all persons to whom it grants access to the Confidential Information about the obligation to maintain its secrecy and shall oblige these persons in writing to maintain secrecy and to use the Confidential Information only to the extent set out in Clause A.8.1, unless the persons concerned are obliged to maintain secrecy at least to the aforementioned extent for other legal reasons.

8.3 The foregoing obligations shall not apply to Confidential Information which:

(i) was known to Recipient at the time of transmission of the information by Discloser;

(ii) becomes public knowledge after transmission by Discloser through no fault of Recipient;

(iii) after transmission by Discloser, is made accessible to Recipient by a third party in a manner that is not unlawful and without restriction with regard to confidentiality or exploitation;

(iv) is developed independently by Recipient without the use of the Confidential Information of Discloser;

(v) required to be disclosed by law, governmental order or court order - provided that the disclosing party promptly notifies the other party thereof and assists the other party in defending against such orders or court orders; or

(vi) to the extent that Recipient is permitted to use or disclose the Confidential Information on the basis of mandatory statutory provisions or on the basis of the respective contract.

8.4 The confidentiality obligations under this Clause

A.8 shall survive any termination or reversal of the respective contract as long as and to the extent that one of the conditions set forth in A.8.3 has not occurred with respect to the respective information.

8.5 The parties shall comply with the statutory provisions of data protection. Insofar as WINGFIELD also collects, processes or uses personal data of the customer within the scope of the contract by way of commissioned data processing in accordance with instructions, the parties shall conclude a commissioned data processing agreement in accordance with Article 28 DS-GVO.

8.6 The Customer expressly agrees to be listed with full name and address in the Wingfield Court Finder in the Wingfield App or on the Wingfield website to help users find Wingfield Courts.

9. End of the right of use

In all cases of termination of Customer’s right of use (e.g., withdrawal, subsequent delivery), Customer shall immediately surrender all deliveries and services that are the subject of the contract and delete all copies, unless he is legally obliged to retain them for a longer period. Customer shall assure WINGFIELD in writing that this has been done.

10. Retention of title

WINGFIELD retains title to the contractual deliveries and services until full payment of all claims existing at the time of delivery or arising later from the contractual relationship.

10.1 In the event of payment arrears on the part of the customer for which WINGFIELD is responsible, the assertion of the reservation of title by WINGFIELD shall not be deemed to be a withdrawal from the contract unless WINGFIELD expressly informs the customer of this. If WINGFIELD asserts the reservation of title, the customer's right to use the contractual deliveries and services further shall expire.

10.2 If WINGFIELD asserts its retention of title, the customer's right to further use the contractual deliveries and services shall expire.

11. Final provisions

11.1 Upon WINGFIELD’S prior written consent, Customer is entitled to publish and use the name of WINGFIELD and a description of the contractual deliveries and services in press releases and in other marketing materials.  Customer grants WINGFIELD the right to use Customer's name and logo on WINGFIELD's website and in marketing materials for the purpose of identifying Customer as a customer of WINGFIELD.

11.2 Amendments or supplements to the respective contract or these Terms and Conditions must be made in writing executed by both WINGFIELD and Customer to be effective. The same shall apply to any waiver of this written form requirement.

11.3 The respective contract and these Terms and Conditions shall be governed by the laws of New York, to the exclusion of international uniform law, including but not limited to, the UN Convention on Contracts for the International Sale of Goods.

11.4 Any disputes arising under or in connection with this Agreement shall be exclusively resolved in the state or federal courts located in New York, New York. The parties hereby consent to the exclusive jurisdiction and venue of such courts.

11.5 If individual provisions of the contract or these terms and conditions are or become invalid or unenforceable, the contract's validity or these terms and conditions shall not be affected. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same shall apply in the event that the parties subsequently determine that the contract or the terms and conditions are incomplete.

B. Special conditions for

I. Sale of hardware & use of tracking and dashboard software

1. Subject matter of the contract

1.1 The customer acquires from WINGFIELD the hardware specified in the contract with the associated tracking software and the associated documentation or product description (together "delivery items") under the conditions regulated herein.

1.2 Customer shall have no right, title, or interest in or to the source code of the tracking software is not subject of the delivery.

1.3 The performance description contained in the documentation or product description (also in audiovisual form) shall be conclusively authoritative for the quality of the delivery items supplied by WINGFIELD.

WINGFIELD does not owe any further quality of the delivery items. In particular, the customer cannot derive such an obligation from other representations of the delivery items in public statements or in advertising by WINGFIELD and/or the manufacturer, as well as their employees or sales partners, unless WINGFIELD has expressly confirmed the quality going beyond this in writing. Since the use of the delivery items is dependent on a functioning Internet connection, WINGFIELD cannot guarantee a specific upload speed or uninterrupted, trouble-free use of the delivery items at all times for technical reasons. Furthermore, the service is temporarily limited if this is necessary with regard to capacity limits, the security or integrity of the servers or for the implementation of technical measures and this serves the proper or improved provision of the services (esp. maintenance work).

Customer acknowledges and agrees that WINGFIELD Sports Technology Inc. does not owe a certain accuracy of the measurement results in the analysis of the match, as these are also significantly dependent on external and non-influenceable influences, in particular light conditions.

1.4 Customer represents and warrants that it is relying solely on the terms and conditions in the contract and not on any representations, oral or otherwise, made by WINGFIELD in its decision to execute the contract

1.5 Set-up, installation or establishment of technical readiness for operation are the subject of the respective contract and can either be carried out independently by the customer on the basis of instructions or by WINGFIELD against an installation fee agreed in the contract.

1.6 Users of the Wingfield Box may use other software applications, such as the Wingfield App, to interact with the data tracked by the Wingfield Box. Please note that these software applications are governed by their own separate Terms and Conditions and are not covered by the terms of this document.

2. Scope of use of the software

2.1 WINGFIELD grants Customer - subject to payment of the remuneration specified in the contract - a non-exclusive, non-sublicensable right to use the software to the extent specified herein or in the contract (single license per Wingfield Box, hereinafter "Software License") during the term of the applicable subscription for the Software License. Customer acknowledges and agrees that the software and the Wingfield Court will not function without an active Software License subscription.

2.2 The software includes a dashboard with the following functionalities:

• Display usage statistics
• Wingfield speaker system
• WhatsApp service chat
• Court overview
• User administration and account management

2.3 Customer may only use the Tracking Software in connection with the hardware provided to it and at the court on which such hardware is installed.

2.4 Customer may use the Tracking Software only for the operation of a Wingfield Court, unless otherwise provided for in the Contract.

3. Duplications, changes

3.1 Duplications of the tracking software are not permitted. Customer may not make any backup copies of the Tracking Software.

3.2 Customer is not authorized to make changes, extensions or other modifications to the tracking software. Any errors in the Tracking Software shall be remedied exclusively by WINGFIELD.

3.3 If WINGFIELD provides the customer with supplements (e.g. patches, additions to the documentation) or a new edition of the software (e.g. update, upgrade) that replaces previously provided software ("legacy software") within the scope of rectification or maintenance, these shall be subject to the provisions of these Terms of Use. If WINGFIELD provides a new edition of the software, the customer's rights under these Terms of Use with respect to the legacy software shall expire as soon as the customer uses the new software productively, even without an express request by WINGFIELD to return the software.

3.4 Duplication or reworking of the documentation is not permitted.

4. Protection of the software

4.1 Insofar as the customer is not expressly granted rights according to these terms and conditions or the contract, WINGFIELD shall be exclusively entitled to all rights to the software provided, including, but not limited to, the copyright, the rights to or in inventions as well as technical property rights. This also applies to adaptations of the software by WINGFIELD

4.2 The customer is not permitted to change or remove copyright notices, marks and/or control numbers or control marks of WINGFIELD.

5. Passing on the software

Subject to other provisions in the contract, the customer may not transfer, assign, or sublicense the provided software to a third party.

6. Delivery and performance time

6.1 Unless otherwise agreed, the Software shall be delivered in the version current at the time of delivery.

6.2 WINGFIELD affects the delivery of Software by making the Software available on the processor unit located in the Wingfield Box.

6.3 The customer shall install and configure the hardware upon receipt or have the installation/configuration carried out by WINGFIELD (Clause B.I.1.5.). It is the responsibility of the customer to ensure that the system environment required for this is available in accordance with WINGFIELD's guidelines (Clause A.5.2.).

6.4 In the case of physical shipment, the time at which WINGFIELD hands over the delivery items to the carrier is decisive for compliance with delivery dates and the transfer of risk; in the case of software, the time at which the software is made available for retrieval is decisive.

7. Material defects and defects of title, other defects of performance, limitation period

7.1 WINGFIELD warrants that the delivered items will materially conform to the specifications therefore and that the use of such items by Customer in the manner provided for in the documentation therefore will not infringe on the intellectual property rights of any third party.

7.2 In the event of material defects of workmanship, WINGFIELD shall initially provide warranty by means of subsequent performance. For this purpose, WINGFIELD shall, at its sole discretion, provide the customer with a new, defect-free delivery item or eliminate the defect; elimination of the defect shall also be deemed to have taken place if WINGFIELD shows Customer reasonable possibilities of avoiding the effects of the defect.

7.3 If a third party asserts the infringement of property rights against Customer due to the use of the delivery items, Customer shall inform WINGFIELD of this immediately and permit WINGFIELD to take sole defense of the claim. In doing so, Customer shall provide WINGFIELD with all reasonable support. In particular, Customer shall provide WINGFIELD with all necessary information on the use and possible processing of the delivery items, if possible in writing, and provide WINGFIELD with the necessary documents. If it is legally established that the delivery items infringe the property rights of third parties (or, if in WINGFIELD’s sole discretion, any such delivery items infringe or are likely to infringe any such third party’s rights), WINGFIELD may, at its discretion, rectify the situation by

(i) obtaining from the person entitled to dispose of the property right a right of use for the benefit of the customer sufficient for the purposes of the contract, or

(ii) modifying the IPR-infringing Deliverables without a material adverse impact on their functionality, or

(iii) replacing the delivery items infringing the property rights without a material adverse impact on their functionality with delivery items whose contractual use does not infringe any property rights, or

(iv) supplying a new software version, the use of which in accordance with the contract does not infringe any third-party property rights, or

(v) if none of the above options are commercially reasonable, in WINGFIELD’s sole discretion, electing to terminate the contract and refund Customer for any prepaid but unused fees.

7.4 Customer shall be obliged to adopt a new software version if provided in accordance with the preceding section. If WINGFIELD elects to terminate the contract in accordance with the preceding section, Customer shall cease using any delivery items

8. Disclaimer of Warranties

EXCEPT AS OTHERWISE SET FORTH HEREIN, WINGFIELD DOES NOT WARRANT THAT ITS SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, THE SERVICES AND DELIVERY ITEMS ARE PROVIDED “AS IS” AND WINGFIELD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (A) BODILY INJURY OF A PERSON OR (B) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER WINGFIELD, NOR ANY OF ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE CONTRACT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (i) FOR ERROR OR INTERRUPTION OF USE, (ii) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; OR (iii) FOR ANY INDIRECT OR NON-OBJECTIVELY MEASURABLE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EXCEPT FOR (i) BODILY INJURY OF A PERSON OR (ii) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL WINGFIELD’S TOTAL LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO WINGFIELD BY CUSTOMER UNDER THIS AGREEMENT FOR THE 12 MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM, IN EACH CASE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER'S CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE BARRED IF NOT BROUGHT WITHIN ONE YEAR FROM THE DATE THE CLAIM AROSE.

II. Maintenance and care of hardware and software “Wingfield Care”

1. Subject matter of the contract

These special conditions for the maintenance and care of hardware and/or software refer to the delivery items listed in the contract with the designation "Box" and specify the maintenance and care services to be provided by WINGFIELD. Additional services and delivery items (e.g. installation accessories, or IP cameras) that are not specified as "Wingfield Box" do not apply in the following regulations.

2. Removal of defects, repair

2.1 A prerequisite for WINGFIELD's obligation to perform according to this clause is that Customer has delivered the items to be maintained

(i) at the location specified in the contract; and

(ii) operates in the software and hardware environment specified in the Agreement.

2.2 WINGFIELD shall remedy any defects in the delivery items reported to it within a reasonable period of time.

2.3 If WINGFIELD offers Customer software patches, bug fixes, a new program version or program parts etc. ("patches") in order to avoid or eliminate defects, these will be applied by means of remote maintenance. A working internet connection to the Wingfield Box is required. If the problems cannot be solved via remote maintenance, then the WINGFIELD can either

(i) send a service representative to Customer's facility,

(ii) request Customer to return the hardware for repair at WINGFIELD's expense.

(iii) or request Customer (if and as soon as it is reasonable for Customer) to install the patch on its hardware in accordance with WINGFIELD's installation instructions. The elimination of a defect may also take the form of instructions to the customer. The customer must follow such instructions unless this is unreasonable for him. The type and method of remedying the defect shall be at the reasonable discretion of WINGFIELD.

2.4 If WINGFIELD cannot remedy a defect within the contractually agreed period of time, it may temporarily provide the customer with a workaround solution at its own expense, i.e. at WINGFIELD's expense.

2.5 If a defect of the delivery item reported by the customer does not exist, WINGFIELD shall be entitled to invoice the expenses it incurred separately according to its usual rates.

2.6 Replaced components become the property of WINGFIELD.

2.7 If parts of the hardware have been damaged by vandalism or other reasons that cannot be clearly attributed to wear and tear, any such damages are not covered by the "Wingfield Care" product.

2.8 The following examples show what is covered by by Wingfield Care and what is not covered:

Example 1: The touch screen of the "Wingfield Box Brain" fails. The "Wingfield Box Brain" will be replaced free of charge.

Example 2: The "Wingfield Box Brain" no longer has an Internet connection because the cable has a defect. In this case, the customer must replace the cable at his own expense.

2.9 WINGFIELD may perform preventive regular inspections by remote maintenance or on site. For maintenance purposes, WINGFIELD is entitled to replace the delivery items in their entirety during the contract term. Customer agrees to grant WINGFIELD access to the delivery items in order to give effect to the preceding sentence.

3. Hotline

If agreed upon in the contract, WINGFIELD shall provide a telephone hotline for reporting defects and for user support at the times agreed upon in the contract - with the exception of public holidays at the WINGFIELD site.

4. Delivery of new program parts

4.1 WINGFIELD shall provide the customer with software updates/upgrades/releases ("program parts"). This includes the corresponding supplement or update of the documentation of the software. The classification of the respective software version under the terms "update", "upgrade" and "release" is at the reasonable discretion of WINGFIELD. New program parts can eliminate errors of previous versions and/or change and/or improve existing functions or include new functions. However, the delivery of new program parts does not include in particular (i) separately offered additional functions of the software; (ii) a new development of the software with the same or similar functions on a different technological basis. These new versions of the Software may be acquired for additional remuneration under separate agreements.

4.2 B.II.2.3. shall apply accordingly to the delivery of program parts.

5. Other services

The customer may separately order the services listed below, which are related to the delivery items but which are not included in the services according to Clause B.II.2. This applies in particular to:

(i) Services on the delivery items that become necessary due to improper handling and/or breaches of obligations by the customer, for example non-compliance with instructions for use;

(ii) Services to the Software that become necessary due to force majeure or other circumstances for which WINGFIELD is not responsible;

(iii) Adaptations of the delivery items to modified and/or new installations of the customer.

5.1 The customer shall support WINGFIELD in the performance of the maintenance and servicing services at his own expense, including but not limited to, the following:

(i) during the term of the contract, designate a responsible person who has all the decision-making powers and authority required for the purposes of implementing the maintenance and servicing contract;

(ii) in the case of defect reports, observe in detail the symptoms that have occurred, the delivery items and the system and hardware environment and report a defect to WINGFIELD, providing information that is useful for remedying the defect, for example the number of users affected or a description of the system and hardware environment;

(iii) assist WINGFIELD in locating the cause of the deficiency;

(iv) the employees commissioned by WINGFIELD to perform the contractual services have access to the premises in which the hardware to be serviced is installed;

(v) promptly install the program parts received from WINGFIELD (including patches, bug fixes) according to WINGFIELD's detailed instructions and comply with the suggestions and instructions for correcting defects communicated by WINGFIELD.

5.2 The customer shall provide WINGFIELD with remote access to the hardware at its own expense (including connection costs).

6. Compensation

6.1 The maintenance and service fee as well as the calculation periods result from the contract.

6.2 WINGFIELD is entitled to adjust the agreed remuneration for deliveries and services. The announcement must be made in writing. An increase shall become effective three months after the announcement. In the event of an increase of more than 5%, the customer shall be entitled to terminate the deliveries and services subject to the contractual notice period.

7. Material defects and defects of title, limitation period

7.1 Material defects shall be remedied during the maintenance and servicing contract term within the scope of the remedying of defects pursuant to Clause B.II.2.

7.2 A defect of title exists if the customer could not be effectively granted the rights to a maintenance service required for the contractual use. If a third party asserts the infringement of property rights against Customer due to the use of the maintenance services, Customer shall inform WINGFIELD immediately and leave the defense against these claims to WINGFIELD as far as possible. In doing so, Customer shall provide WINGFIELD with all reasonable support. In particular, Customer shall provide WINGFIELD with all necessary information about the use and possible modifications of the software, if possible in writing, and shall provide WINGFIELD with the necessary documents.

7.3 Further legal rights of the customer remain unaffected. WINGFIELD shall pay damages or compensation for futile expenses due to a defect within the limits set out in Clause B.II.8.

7.4 The liability for defects as to quality and title for the maintenance services rendered shall expire if the customer or third parties change the delivery items to be maintained or serviced which WINGFIELD has not expressly agreed to in advance. Anything else shall only apply insofar as Customer proves that the defect is not attributable to the modifications and that these modifications have not impeded the identification and elimination of the defect.

8. Liability

The provisions of Section B.I.9. shall apply accordingly to liability.

9. Rights of use

WINGFIELD grants the customer rights of use to the program parts delivered in fulfillment of the maintenance and service contract (including patches, bug fixes and documentation) in accordance with B.I.2.

10. Contract term, termination

10.1 Any services of this paragraph B.II “Maintenance and care of hardware and software” are only applicable if they are included in the contract. The contract term is specified in the contract. Unless otherwise stipulated in the contract, the term shall be automatically extended by a further 12 months, unless it is terminated by one of the parties at the respective end of the term with a notice period of 3 months.

10.2 The right of use granted to the Customer shall remain unaffected by terminating the maintenance and service contract.

10.3 The right of each party to extraordinary termination for good cause shall remain unaffected.

10.4 A termination must be in writing in order to be effective.