1.1. These General Terms and Conditions apply to the provision of the services in connection with Momentum Transfer (together "Services") of Chemovator GmbH, Industriestraße 35, 68169 Mannheim, Germany ("Momentum Transfer").

1.2. The Services are directed exclusively at Customers ("Customer(s)") who are entrepreneurs (Sec. 14 BGB (German Civil Code)), a legal entity under public law or a special fund under public law. The provision of services to consumers (Sec. 13 BGB) is excluded.

1.3. The provision of the Services is exclusively rendered under these General Terms and Conditions. The general terms and conditions of the Customer shall not apply. This also applies if Momentum Transfer does not expressly object to the Customer's general terms and conditions in individual cases.

2.1. Unless indicated otherwise, offers of Momentum Transfer are subject to confirmation and non-binding and are to be understood as an invitation to the Customer to make an offer to Momentum Transfer. The Customer is bound by the offer for fourteen (14) days.

2.2. The contract is concluded when Momentum Transfer accepts the Customer's offer by means of an order confirmation. Momentum Transfer is not obliged to accept orders from the Customer. Contracts can be concluded by signature of both parties or by an order of the Customer and an order confirmation by Momentum Transfer (e.g. via e-mail). The contract shall comprise the signed or otherwise accepted offer document and these General Terms & Conditions (“Contract”).

3.1. The Services are offered as part of a subscription package (“Subscription”). The Services included in a certain Subscription are depending on the Subscription package purchased by the Customer as described in the Contract.

3.2. Subscriptions shall run for the duration agreed in the Contract (“Subscription Period”). Unless otherwise agreed, Subscription Periods shall automatically renew on a yearly basis if the Subscription is not cancelled by giving written notice to the other party at least one (1) month before the end of the running Subscription Period.

3.3. Certain Services which are not included in a Subscription may be ordered on a pay-per-order Basis (“Single Services”).

4.1. Unless otherwise agreed, the Services shall be performed exclusively in accordance with the specifications and service description of Momentum Transfer. The interpretation and use of the results of any analysis shall be the sole risk and responsibility of the Customer.

4.2. The provision of the Services is governed by service agreement (“Dienstvertrag”) law. The law on agreements for work and services (“Werkvertrag”) shall only apply if and to the extent that Momentum Transfer has expressly promised the Customer the creation of a specific work or a specific success.

4.3. Unless otherwise agreed, samples of the Customer shall be supplied for the analysis to Momentum Transfer’s place of business. The samples shall remain the property of the Customer. Customer acknowledges however, that the Samples shall not be returned after the performance of the Services and will be disposed of by Momentum Transfer.

4.4. Insofar as Momentum Transfer provides consultation beyond the contractually agreed scope of performance, this shall be done to the best of its knowledge. Details and information about the suitability and application of the Services and the Results do not exempt the Customer from carrying out its own tests and trials.

4.5. Momentum Transfer is entitled to part performances provided that the part delivery is usable for the Customer within the scope of the contractual purpose, the delivery of the remaining ordered products or the performance of the remaining Services is ensured and the Customer does not incur any considerable additional expenditure or additional costs as a result (unless Momentum Transfer agrees to bear these costs).

4.6. Any deadlines and dates promised by Momentum Transfer for the performance of the Services are always only approximate and are subject to change. This also applies to dates and deadlines stated in offers and order confirmations, unless these are expressly described as binding.

4.7. If acts of cooperation by the Customer are required for the provision of Services, Momentum Transfer is not obliged to render the Services insofar as and to the extent that they cannot be provided without the cooperation.

5.1. The results of the analysis undertaken by Momentum Transfer as part of the Services (“Results”) shall be transmitted to and owned by Customer.

5.2. The Customer grants Momentum Transfer and its affiliates and agents a worldwide, royalty-free license to host, copy, transfer and display the Results insofar as this is necessary for the provision of the Services. Momentum Transfer is entitled to copy the entered, uploaded or generated data for backup purposes.

5.3. Momentum Transfer shall be entitled to use the Results for own purposes such as benchmarking or machine learning free of charge provided that individual Results shall not be made available to third parties.

5.4. Unless otherwise agreed, Momentum Transfer shall be entitled to make the Results available according to the FAIR Data Principles (www.go-fair.org) after an embargo period. Unless otherwise agreed, the embargo period shall be two years from the date of data provisioning.

6.1. Momentum Transfer is in the process of setting up a platform to interact with the Customers and to order and provide parts of the Services and manage Subscriptions via an online-platform (“Platform”). This paragraph and any references to the Platform shall only apply once the Platform has been set-up of which Momentum Transfer will inform the Customers. Prior to the setting-up of the Platform the Services will be rendered via other means (e.g. via e-mail communication).

6.2. The Customer shall receive a user account (“User Account”) to log into the platform. The User Account must only be used by the Customer. The corresponding password shall not be passed on to third parties. In case the password is disclosed or lost, the Customer shall contact Momentum Transfer immediately so the User Account can be reset.

6.3. The Platform is provided via a server hosted by or on behalf of Momentum Transfer. This server can be accessed via the internet and therefore requires a functioning internet access of the Customer.

6.4. The Customer is only entitled to use the Platform within the contractually agreed scope and in accordance with applicable laws and governmental regulations. The Customer may not (i) make the Platform available to or use it for the benefit of any third party; (ii) sell, resell, license, sublicense, distribute, rent or lease the Platform and its contents; (iii) use the Platform to store or transmit infringing, defamatory or otherwise unlawful or tortious material or to store or transmit material which infringes the rights of any third party; (iv) use the Platform to store or transmit malicious code; (v) interfere with or disrupt the integrity or performance of the Platform or any third party data contained therein; (vi) attempt to gain unauthorized access to the Platform or any related systems or networks; (vii) permit direct or indirect access to or use of the Platform in any manner that circumvents any contractual restriction on use; (viii) copy the Platform or any part, feature, function, content or user interface thereof except as necessary for the use of the Platform contemplated under this Contract; (ix) frame or mirror any part of the Platform, other than framing on its own intranet or otherwise for its own internal business purposes; (x) access the Platform to create a competing product or service; or (xi) reverse engineer the Platform (to the extent such restriction is not mandatory to be permitted by statutory law).

7.1. The Customer shall pay the agreed fee for the purchased Subscription (“Subscription Fee”).

7.2. For Single Services not included in the purchased Subscription additional fees apply which will be charged for each Single Service ordered (“Single Service Fee”).

7.3. The prices agreed between the parties in the Contract shall apply. Momentum Transfer is entitled to adjust the prices at any time by giving at least one (1) month notice via e-mail. The adjusted Subscription Fee shall take effect on the date specified in the notice but shall only apply to running Subscriptions upon the renewal of the Subscription Period. The adjusted Single Service Fee shall not apply to Single Services already ordered.

7.4. In the event that the general inflation according to the German consumer price index increases by more than 5% within a running Subscription Period, Momentum Transfer shall be entitled to adjust its prices accordingly also during and with effect for such Subscription Period.

7.5. Customers may upgrade their Subscription during a running Subscription Period against payment of the difference between the service packages for the remaining time of the Subscription Period.

7.6. The prices quoted are net prices unless they are expressly stated as gross prices.

7.7. Unless otherwise agreed, the obligation to pay the Subscription Fee for the Services begins with the start of the Subscription Period and any subsequent renewals thereof and becomes due up front at the beginning of the agreed payment interval (e.g. yearly, monthly) upon receipt of an invoice by Momentum Transfer.

7.8. Single Services Fees are invoiced on a per-use basis. Unless agreed differently, Single Service Fees are invoiced monthly.

7.9. Payments shall be made within thirty (30) days of the invoice date.

8.1. In the event that specified payment terms are exceeded, in the case of payment on account, if the payment term of thirty (30) days after the invoice date is exceeded, the Customer shall be in default without a separate reminder being required.

8.2. Non-payment of the remuneration when due shall constitute a material breach of contractual obligations.

8.3. In the event of default in payment on the part of the Customer, Momentum Transfer is entitled to demand interest on arrears in the amount of 9 percentage points above the base interest rate announced by the Deutsche Bundesbank at the time of the occurrence of the default. The assertion of further damages caused by default remains unaffected.

9.1. Momentum Transfer warrants that the Services are performed in accordance with the agreed specifications. Specific features of the Services are only warranted if they have been explicitly agreed.

9.2. Momentum Transfer must be notified of defects in the Services which can be detected during a proper inspection without delay, at the latest within two (2) weeks after the Services have been provided; Momentum Transfer must be notified of other defects without delay, at the latest within two (2) weeks after they have been detected. The notification must be made in writing and must precisely describe the type and extent of the defects.

9.3. If the Services are defective and the Customer has duly notified Momentum Transfer in accordance with the preceding paragraph, the Customer is entitled to the statutory rights with the following provisos:

a) Momentum Transfer first has the right, at its discretion, either to remedy the defect or to render to the Customer defect-free Services (subsequent performance).

b) Momentum Transfer reserves the right to make two attempts at subsequent performance. If the subsequent performance fails or is unreasonable for the Customer, the Customer can either terminate the Contract or demand a reduction of the price.

10.1. Momentum Transfer shall in principle be liable for damages in accordance with the statutory provisions. Momentum Transfer is liable for damages - irrespective of the legal grounds - within the scope of fault liability in the case of intent and gross negligence. In the event of a breach of material contractual obligations due to simple negligence (obligations the fulfilment of which is a prerequisite for the proper performance of the Contract and the observance of which the contractual partner regularly relies on and may rely on), Momentum Transfer's liability is, however, limited to compensation for typical, foreseeable damage; in the event of a breach of non-material contractual obligations due to simple negligence Momentum Transfer's liability is excluded.

10.2. The limitations of liability in accordance with the preceding paragraph do not apply

a) in the case of damages arising from injury to life, body or health which are based on a negligent breach of duty by Momentum Transfer or an intentional or negligent breach of duty by a legal representative or vicarious agent of Momentum Transfer,

b) insofar as Momentum Transfer has fraudulently concealed a defect,

c) insofar as Momentum Transfer has assumed a guarantee for the quality of a product or a service,

d) for claims under the Product Liability Act.

10.3. Momentum Transfer's liability for indirect damages (e.g. loss of profit, interruption of business, consequential damages) is excluded.

10.4. The Customer itself is responsible for properly securing the data entered into the Platform and for making regular backups. Liability for loss of data is limited to the damage that would have occurred if the Customer had properly backed up the data.

11.1. The limitation period for claims arising from material defects and defects of title shall be one (1) year from delivery or performance. If an acceptance has been agreed, the limitation period shall begin with acceptance.

11.2. The limitation period for contractual and tortious claims for damages shall be one (1) year from the commencement of the statutory limitation period.

11.3. Notwithstanding the above paragraphs, the statutory limitation periods shall apply where prescribed as mandatory under statutory laws, in case of intent or gross negligence and in cases of section 10.2.

The Customer is only entitled to set-off or to assert rights of retention insofar as the counterclaims are undisputed or have been legally established.

In the event of justified doubts as to the solvency of the Customer, in particular in the event of default in payment, Momentum Transfer may, without detriment to further claims, revoke payment periods granted and make further performance of the Services dependent on the granting of securities or advance payments.

14.1. Momentum Transfer reserves all rights to the Services and the Platform.

14.2. Momentum Transfer grants Customer the non-exclusive, non-transferable and non-sublicensable right to use the Platform in accordance with the Contract. The Customer is not entitled to use or exploit the Platform. The right of use to the Platform expires automatically when the present Contract or the agreed period of use for individual Subscription packages.

14.3. Momentum Transfer shall be entitled to use the name and an approved logo of the Customer for reference purposes e.g. on its website or social media channels indicating that the Customer is using the Software. Any press statements or similar communication must be approved by the Customer.

15.1. The Contract shall run until the Subscription Period has expired and is not renewed.

15.2. The Contract can be terminated in writing by either party without notice for good cause. Good cause for termination by Momentum Transfer exists in particular if the Customer is in default with the payment of fees for a period of more than one (1) month.

15.3. In the event of extraordinary termination for good cause by the Customer, Momentum Transfer shall refund any fees received for unused Subscription Periods. In the event of extraordinary termination for good cause by Momentum Transfer, unused Subscription Periods shall lapse without refund unless the Customer proves that Momentum Transfer has saved corresponding expenses due to the premature termination of the Contract.

15.4. After the termination of the Contract, the Customer is obligated to discontinue the use of the Platform.

15.5. After the termination of the Contract, Momentum Transfer grants the Customer the possibility to export data stored on the Platform to a general data format for a period of one (1) month. Any assistance on the part of Momentum Transfer shall be subject to the payment of a fee and requires a separate agreement between the parties.

15.6. In the event of termination of the Contract, those provisions shall continue to apply which, according to their meaning and purpose, are intended to survive the Contract. This applies in particular to the provisions regarding intellectual property rights and licenses, warranty, liability, confidentiality, data protection and final provisions.

16.1. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), orally or in writing, which is designated as confidential or which, given the nature of the information and the circumstances of disclosure, is reasonably to be understood to be confidential. However, Confidential Information does not include information that, as demonstrated by the Receiving Party, (i) is or becomes generally known to the public without breach of any duty owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any duty owed to the Disclosing Party; (iii) is received from a third party without breaching any obligation owed to the disclosing party; or (iv) is independently developed by the Receiving Party.

16.2. The Receiving Party shall (i) keep the Confidential Information of the Disclosing Party confidential and use the same degree of care it uses to protect the confidentiality of its own Confidential Information of the same nature (but not less than reasonable care), (ii) not use Confidential Information of the Disclosing Party for purposes outside the scope of this Contract and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees and its affiliates and contractors who need such access for purposes consistent with this Contract, unless otherwise approved in writing by the Disclosing Party.

16.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent it is compelled to do so by law or by a court or governmental order, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure.

Should events and circumstances, the occurrence of which lies outside the sphere of influence of Momentum Transfer (such as, for example natural events, epidemics, war, industrial disputes, shortage of raw materials and energy, traffic and operational disruptions, damage caused by fire and explosion, public-law decrees), reduce the possibility of performance so that Momentum Transfer cannot fulfill its contractual obligations (taking into account other internal or external performance obligations on a pro rata basis), Momentum Transfer is (i) released from the contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the Services from third parties. The foregoing also applies insofar as the events and circumstances make the performance of the affected business sustainably uneconomical for Momentum Transfer or are present at Momentum Transfer's upstream suppliers. If these events last longer than three (3) months, Momentum Transfer is entitled to withdraw from or terminate the Contract.

Irrespective of the place of the performance of the Services, the place of performance for the Customer's payment obligation is the registered office of Momentum Transfer.

19.1. If Momentum Transfer provides the Customer with personal data of its employees or other third parties (hereafter "Personal Data") in the context of the performance of the Contract or if the Customer otherwise obtains knowledge of such Personal Data, the following provisions shall apply. Personal data disclosed in the aforementioned manner and not processed on behalf of Momentum Transfer may be processed by the Customer exclusively for the performance of the Contract and may not - except where permitted by law - be processed in any other way, in particular disclosed to third parties and/or analyzed for its own purposes and/or used to create profiles. This also applies in the case of the use of anonymized data. The Customer shall not acquire any rights to the Personal Data and shall be obliged to correct, delete and/or restrict the processing of the Personal Data at any time under the statutory conditions. Rights of retention in relation to Personal Data are excluded.

19.2. In the event that the Customer or the Customer's employees transmits personal data to Momentum Transfer or enters personal data into the Software, the Customer must ensure that all the necessary consents or other authorizations required under applicable data protection laws are given. This applies in particular to the creation and management of User Accounts. The Customer shall indemnify Momentum Transfer, its organs, employees or agents against all costs or damages resulting from the Customer's breach of these obligations upon first request.

19.3. Further information about the use of personal data by Momentum Transfer in connection with the Software can be obtained via Momentum Transfer’s applicable data protection policy.

In the event that the contracting parties are merchants, legal entities under public law or special funds under public law, the exclusive place of jurisdiction is the registered office of Momentum Transfer. However, Momentum Transfer is entitled to bring an action at the general place of jurisdiction of the Customer.

The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of German international private law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

22.1. There are no verbal ancillary agreements. Amendments or supplements to this Contract must be made in writing (Sec. 126 BGB). This also applies to the waiver of the written form requirement.

22.2. Momentum Transfer is entitled to transfer the Contract with all rights and obligations to an affiliated company or a legal successor. In the event of a spin-off of the venture “Momentum Transfer” from Chemovator GmbH, Momentum Transfer shall be entitled to transfer the Contract to the spin-off Company.

22.3. Should one or more provisions of the Contract prove to be invalid, void or incomplete, this shall not affect the validity of the remaining provisions of the Contract. The parties shall - if necessary in the due form - replace the invalid or void provision by such a provision or fill the gap in the Contract by such a provision with which the economic purpose pursued by them can be achieved as closely as possible. If the ineffectiveness or invalidity of a provision is based on a measure of performance or time (deadline or date), a legally permissible measure shall take the place of the ineffective or invalid performance or time provision.