General terms and conditions for IT services

§ 1 Scope

1.1 Deliveries and services as well as other legal acts in all business transactions of Arneca Teknoloji Limited Sirketi - hereinafter simplified referred to as "ARNECA" - shall exclusively be subject to the following General Terms and Conditions in the respective valid version and shall be deemed an integral part of the contract, unless otherwise agreed in writing in an individual agreement between ARNECA and the contractual partner or client.

1.2 These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. They shall also apply if they are no longer mentioned in subsequent contracts or services.

1.3 Amendments and supplements to a contract must be made in writing.

1.4 Offers made by ARNECA are subject to change without notice and are not binding and are subject to self-delivery by suppliers.

1.5 ARNECA is entitled to withdraw from contracts if facts occur that show that the other party is not creditworthy.

§ 2 Delivery and service

2.1 Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing. ARNECA reserves the right to make reasonable technical and design deviations from information in brochures, catalogs and written documents, as well as model, design and material changes in the course of technical progress and further development, without this giving rise to any rights against ARNECA.

2.2 ARNECA expressly reserves the right to make reasonable partial deliveries/performances and to invoice them.

2.3 Agreed delivery dates shall be deemed to have been met if the contractual product has been handed over to the carrier on the agreed delivery date or has been stored on a digital medium that is also available to the contracting party. If the shipment of goods ready for shipment is delayed for reasons for which ARNECA is not responsible, the contractual products may be stored at the contracting party's expense and risk.

2.4 The delivery or service date or the delivery or service deadline - hereinafter referred as the "delivery date" for convenience - shall be agreed in accordance with ARNECA's expected capacity and shall be non-binding and subject to timely delivery to ARNECA and unforeseen circumstances and obstacles, regardless of whether these occur to ARNECA or to the manufacturer, in particular force majeure, government measures, failure to obtain official permits, labor disputes of any kind, sabotage, shortage of raw materials, delayed deliveries of materials through no fault of ARNECA. Such events extend the delivery date accordingly, even if they occur during a delay that has already occurred. In this case, any grace period set by the contractual partner shall also be extended by the duration of the unforeseen event. If such events lead to a delay in performance of more than two months, the contractual partner may withdraw from the contract - irrespective of other rights of withdrawal.

2.5 The contracting party may request ARNECA in writing to deliver or perform six weeks after a non-binding delivery date has been exceeded. ARNECA shall be in default upon receipt of the request. In the event that the contracting party is entitled to claim damages for delay, such damages shall be limited to a maximum of 5% of the agreed remuneration in the event of slight negligence on the part of ARNECA. If, in addition to asserting a claim for damages for delay, the contracting party withdraws from the contract or asserts a claim for damages in lieu of performance, the contracting party must set ARNECA a reasonable deadline for delivery/performance after the aforementioned period of six weeks has expired. However, ARNECA shall not be liable if the damage would have occurred even if the delivery deadline had been met. If a binding agreed delivery date is exceeded, a request by the contracting party is not required in order to put ARNECA in default. The above provisions shall apply to the rights of the contracting party.

2.6 ARNECA reserves the right to withdraw from the contract if the delay in delivery/service caused by one of the above events lasts longer than six weeks and ARNECA is not responsible for this.

2.7 The agreement on the postponement of delivery or service dates shall be made in writing.

2.8 In the event of a delay in acceptance, ARNECA shall have the right, in addition to the claim for payment, either to set a new delivery or performance date or to withdraw from the contract. In the event of non-acceptance, ARNECA may claim damages in the amount of 15% of the contractual remuneration.

§ 3 Terms and Termination

If no express written contractual provision regarding the utilization of services of ARNECA is made otherwise, a utilization of service is concluded for an indefinite period of time. The contract can be terminated by both parties with a notice period of 6 months to the end of the year. The termination must be in writing.

§ 4 Inspection and transfer of risk

4.1 Upon delivery, the other party shall inspect the goods immediately upon receipt for completeness and conformity according to the invoice. If no written complaint is received by ARNECA within six calendar days of receipt, the goods shall be deemed to have been properly and completely delivered, unless the defect is hidden. Return shipments of delivered goods without prior written consent of ARNECA will not be accepted, even if the goods are defective. Transport costs and risk shall be borne by the contracting party.

4.2 Insignificant defects that do not impair the functionality of the delivery item or service do not entitle the contractual partner to refuse acceptance.

4.3 The risk shall pass to the contracting party upon handover of the contractual product to the carrier, its agent or other persons designated by ARNECA. If shipment is delayed or becomes impossible through no fault of ARNECA, the risk shall pass to the contracting party upon notification of readiness for shipment.

§ 5 Prices and Terms of Payment

5.1 The prices resulting from the respective prices or the individual offer shall be understood as fixed prices ex Turkey. Value added tax and other statutory charges in the country of delivery as well as packaging, transport costs, transport insurance, environmental and handling charges shall be invoiced separately.

5.2 ARNECA reserves the right to reasonably increase the price if, after the conclusion of the contract, ARNECA experiences cost increases - in particular due to price increases on the part of suppliers or exchange rate fluctuations. Evidence of such increases will be provided upon request.

5.3 Unless otherwise agreed in writing, all invoices shall be payable immediately upon receipt without deduction. Invoicing shall take place with delivery/service.

5.4 The contracting party may only set off counterclaims against claims of ARNECA if such counterclaims are undisputed or legally enforceable; a right of retention may only be asserted if it is based on claims under the contract to which ARNECA is entitled.

5.5 If the other contracting party fails to comply with the above terms of payment, ARNECA may at any time at its option demand delivery/service concurrently against cash payment, advance performance or provision of security. All outstanding claims, including those for which ARNECA has accepted bills of exchange or for which payment by installments has been agreed, shall become due immediately.

§ 6 Retention of title

6.1 The contractual product shall remain the property of ARNECA until all claims arising from the contract have been fulfilled, and in the event that the contracting party is a legal entity under public law, a special fund under public law or an entrepreneur in the exercise of its commercial or independent professional activity, also beyond this from the current business relationship until the claims to which ARNECA is entitled in connection with the contract have been settled.

6.2 In the event that the other party is in default of payment, also in respect of other and future deliveries/services by ARNECA, or in the event of the other party's financial collapse, ARNECA may withdraw from the contract and, in the event that ARNECA claims damages in lieu of performance, ARNECA shall be entitled to enter the other party's business premises and take possession of the goods subject to retention of title. In the event of compensation after repossession, ARNECA and the contracting party agree that such compensation shall be made at the ordinary market value of the subject matter of the contract at the time of repossession. The contracting party shall bear all costs of taking back and realizing the goods; realization costs shall be agreed without proof at 5% of the ordinary sales value, with an increase or reduction possible upon proof by ARNECA or the contracting party.

6.3 The assertion of the reservation of title or the seizure of the delivery item by ARNECA shall not be deemed to be a withdrawal from the contract, provided that the other party is a merchant.

6.4 Items delivered for testing and demonstration purposes remain the property of ARNECA. They may be used by the contracting party beyond the test and demonstration purpose only on the basis of a separate written agreement with ARNECA.

§ 7 Warranty

7.1 The parties are aware and agree that it is not possible according to the state of the art to exclude errors of the software and hardware under all application conditions.

7.2 Subject to this provision, the contractual partner's claims shall become time-barred in accordance with the statutory provisions two years after the passing of risk in the case of a new object of purchase or one year after the passing of risk in the case of a used object of purchase subject to the following conditions.

7.2.1 ARNECA warrants that the contractual products are described in product information in a generally accurate manner and are basically fit for use in this context. However, the warranty claim only extends to the extent that the manufacturer of the goods acknowledges this. A warranty of characteristics is only given if the respective specifications have been confirmed in writing by ARNECA

7.2.2 ARNECA cannot guarantee that the program functions will meet the contracting party's requirements or will cooperate in the selection made by the contracting party.

7.2.3 Excluded from the warranty are, in particular, defects or damage attributable to operational wear and tear and normal wear and tear, improper use, operating errors and negligent conduct on the part of the customer, operation with the wrong type of current or voltage as well as connection to unsuitable power sources, fire, lightning, explosion or mains-related overvoltage, moisture of any kind, incorrect or faulty programs, software and/or processing data as well as any consumable parts, unless the contracting party proves that these circumstances are not the cause of the defect complained of. The warranty shall also be void if the serial number, type designation or similar marks are removed or made illegible, as well as in the event of interventions in the goods during the warranty period by third parties other than ARNECA or third parties authorized by ARNECA for this purpose.

7.2.4 Warranty claims are not transferable.

7.2.5 Irrespective of the foregoing, ARNECA shall pass on to the contracting party in full any further guarantee and warranty commitments made by the manufacturers, without being liable for them itself.

7.2.6 The delivered goods or the result of the service rendered shall be inspected immediately upon receipt. Complaints must be made in writing and received by ARNECA within six calendar days of receipt

7.2.7 In the event of a warranty claim, ARNECA shall, at its option, repair or replace the goods. The contracting party is obliged to accept a replacement delivery against return of the defective goods. Replaced parts become the property of ARNECA. If ARNECA fails to remedy defects within a reasonable grace period set in writing, the contracting party is entitled to demand either rescission of the contract or a reasonable reduction in price. Further claims are excluded. In particular, ARNECA shall not be liable for damages that have not occurred to the delivery item itself, for lost profits or other financial losses of the contracting party.

7.2.8 In the event of rectification, ARNECA shall bear the labor costs. All other costs of the rectification as well as the ancillary costs associated with a delivery, in particular the transport costs for the replacement item, shall be borne by the other party, unless these other costs are disproportionate to the value.

7.2.9 If the examination of a notice of defects shows that a warranty case does not exist, ARNECA shall be entitled to demand and invoice reimbursement of all expenses.

§ 8 Limitation of Liability

If ARNECA is obligated to pay damages in accordance with the statutory provisions under these terms and conditions, its liability in the event that the damage was caused by slight negligence shall be limited as follows: ARNECA shall only be liable in the event of a breach of material contractual obligations and shall be limited to the typical damage foreseeable at the time of conclusion of the contract. The above limitation does not apply in the case of damage to life, body or health. If the damage is covered by an insurance policy taken out by the contracting party, ARNECA shall only be liable for the disadvantages incurred by the contracting party as a result of the settlement of the claim, such as higher insurance premiums or interest disadvantages. Liability is excluded for damage caused by slight negligence due to a defect in the subject matter of the contract. ARNECA's liability remains unaffected, regardless of whether fault exists, in the event of fraudulent concealment of a defect, the assumption of a guarantee or under the Product Liability Act. Consequences of a delay in delivery are conclusively regulated in § 2 of these terms and conditions. Personal liability of ARNECA's managing directors, vicarious agents and employees for damages caused by them due to slight negligence is excluded.

§ 9 Industrial property rights and copyrights of third parties

Software programs shall be provided in accordance with the license terms of the respective licensor. The scope of services shall be determined by the licensors' license terms and conditions as well as the service descriptions and other user instructions printed in the corresponding user manuals or available as a file. This also applies in particular to restrictions on use.

§ 10 Lease Conditions

The contracting party - hereinafter referred to as the Lessee - offers ARNECA - hereinafter referred to as the Lessor - to conclude a lease agreement. The Lessee has concluded a purchase agreement with the suppliers for the designated hardware or a contract for the transfer of use of the designated software (e.g. the Internal Communication Space, our internal communications app, or SmartEventApp, our digital events app, products of ARNECA) in exchange for payment of a one-time fee and instructs the Lessor to enter into the purchase agreement for the hardware or the contract for the transfer of use of the software by agreement with the suppliers in the Lessee's place on the terms and conditions negotiated by the Lessee, including the supplier's terms and conditions of delivery accepted by the Lessee. In the event that the Lessee has not concluded a purchase contract or a contract for the transfer of use, the Lessee shall instruct the Lessor to conclude appropriate contracts with the suppliers for the hardware or software - hereinafter also referred to as the leased property - on the terms and conditions negotiated between the Lessee and the suppliers and confirmed in writing to the Lessor by the Lessee. The Lessee shall be bound by its contract offer for a period of four weeks after submission of all documents required for a decision on its contract offer. The leasing contract is concluded upon written acceptance by the lessor. After acceptance, the lessor shall send the supplier an offer to enter into or conclude a purchase or usage transfer contract. The parties may terminate the leasing contract if a supply contract between the lessor and the supplier is not concluded within a reasonable period of time.

10.1 Breach of duty due to non-delivery or late delivery

Should the Leasehold Item not be delivered or not be delivered on time, the Lessee shall not be entitled to any claims for performance under rental law against the Lessor. Instead, the Lessor hereby assigns to the Lessee its claims against the supplier for non-delivery, delay in delivery and the claims and rights arising from guarantees relating to the delivery or condition of the Leasehold Item, even if these were given by third parties. Not assigned shall be the claim for reimbursement of payments already made by the Lessor as well as the Lessor's claims arising from a reversal of the delivery contract and compensation for any damage incurred by the Lessor. The Lessee shall be obliged to assert and enforce the assigned rights and claims without delay and at his own expense - including in court. Insofar as rights and claims have not been assigned to him, he is hereby authorized and obligated to assert them in his own name and for his own account, subject to the proviso that payments arising from the reversal and on any damage suffered by the Lessor shall be made only to the Lessor. The Lessee shall immediately and continuously inform the Lessor about the assertion of any claims. If the Lessee effectively withdraws from the supply contract on the basis of the assigned claims or if the contract is reversed in connection with the assertion of damages instead of performance, the parties shall be entitled to terminate the leasing contract. If the leasing contract is terminated, the lessor shall reimburse the lessee for services rendered under the leasing contract concurrently with the surrender of the leased asset.

10.2 Exemption

The Lessee shall indemnify the Lessor against all claims under private and public law asserted by third parties against the Lessor as owner of the hardware or holder of the right to use the software on account of the transfer to the Lessee or for other reasons such as import, delivery, installation, assembly or use of the Leasehold Item, as well as against all costs associated with these facts, and shall reimburse the Lessor for services already rendered in this respect.

10.3 Protection of Lessor's Rights

10.3.1 The Lessee shall maintain the Leased Item in an operable and usable condition at its own expense. It shall keep a duplicate of the Software in a fire- and theft-proof manner.

10.3.2 Without the written consent of the Lessor, the Lessee may not make any changes to the Leasehold Items that impair their nature or reduce their value, and may not transfer them to third parties, either for a consideration or free of charge. The Lessee may only make knowledge of the software available to those employees of his company who require it for their function.

10.3.3 The Lessor shall be entitled during ordinary business hours to inspect the Leased Property and to mark it as belonging to him.

10.3.4 A movable item which the Lessee installs the hardware shall become the property of the Lessor; the lease agreement shall also extend to such installations. The Lessee shall have the right to restore the original condition.

10.3.5 The Lessee shall notify the Lessor without delay of any foreclosure measures against the Leased Property or the real property on which it is located. The Lessee shall bear the intervention costs incurred by the Lessor, insofar as they are not reimbursed to the Lessor.

10.4 Material and price risk

10.4.1 The Lessee shall bear the risk of accidental destruction, loss, total loss, deterioration and loss of usability of the Leasehold Item for whatever reason, insofar as the Lessor is not responsible for these. Furthermore, the Lessee shall bear the risk of non-usability of the software, even if this is due to a defect in the hardware. Upon the occurrence of any of these events, the Lessee shall remain obligated, subject to the following provisions, to continue to perform services owed by it

10.4.2 Upon the occurrence of an event pursuant to 10.4.1, the Lessee shall be entitled and obligated, at its option without undue delay and irrespective of whether an insurance company or a third party is liable for the event, either to repair the Leasehold Item at its expense or to replace it with a similar and equivalent item and to continue the Lease Agreement unchanged, or to terminate the Lease Agreement prematurely. The Lessee shall immediately inform the Lessor in writing of the choice made by him.

10.4.3 If the Lessee chooses early redemption, he shall pay the Lessor the sum of the lease installments still outstanding up to the next termination date pursuant to Section 10.9 and the corresponding final payment, in each case discounted to the present value, plus value-added tax. The interest rate used for discounting shall be that set forth in Section 10.7.2 a). The amount owed by the Lessee hereunder shall be reduced by any expenses saved by the Lessor for the further processing of the leasing contract. Ownership of the Hardware shall pass to the Lessee concurrently with payment of the redemption amount; with regard to the Software, Clause 10.10.1, Sentence 2 shall apply mutatis mutandis.

10.4.4 If the Lessee chooses repair, he shall restore the Leasehold Item to a condition in accordance with the contract and furnish proof thereof to the Lessor. If the Lessee opts for replacement, the Lessee shall provide the Lessor with ownership of the replacement hardware, insofar as the Lessor does not purchase the replacement hardware from the supplier, and shall ensure that the supplier of the replacement software consents to the Lessor entering into the transfer of use agreement in place of the Lessee.

10.4.5 If the Lessee does not make his choice without undue delay or fails to redeem the Lease, repair or replace the Leased Item within a reasonable period of time in accordance with his choice, the Lessor shall be entitled to require the Lessee to redeem the Lease prematurely; in this case, the legal consequence pursuant to Section 10.4.3 shall apply accordingly.

10.5 Insurance

10.5.1 The Lessee shall insure the hardware during the lease term at its own expense at replacement value against loss, destruction, damage by taking out electronics insurance.

10.5.2 The Lessee hereby assigns to the Lessor its rights and claims arising from the insurance of the Hardware as well as its claims for compensation due to damage to the Leasehold Item.

10.5.3 In the case of Clause 10.4.3, the Lessor shall offset insurance and indemnification amounts paid to it against the Lessee's payment obligations up to the amount owed by it, and in the case of Clause 10.4.4, it shall pay such amounts to the Lessee upon presentation of appropriate receipts or - in the event that the Lessee has not paid the repair or acquisition amount or has not paid it in full - it shall pay it in full or in part to the repair shop or the supplier of the replacement item.

10.5.4 Insofar as the Lessee has fulfilled his obligation to redeem the leasing contract or to repair or replace the Leased Item, the Lessor shall transfer back to the Lessee the insurance claims arising from an event referred to in Clause 10.4.1 in the amount of the performance already rendered by the Lessee.

10.5.5 If the insurer or a damaging party fails to meet its payment obligation, it shall be incumbent on the Lessee to enforce the rights and claims assigned to the Lessor at its own expense against the insurer or damaging party in its own name - including in court - with the proviso that it demands payment to the Lessor.

10.6 Liability for material and legal defects

10.6.1 In view of the fact that the selection of the Supplier and the Leasehold Item is made solely by the Lessee, claims of the Lessee against the Lessor on account of material defects or defects of title or lack of usability of the Leasehold Item as well as on account of lack of payment or performance capacity of the Supplier shall be excluded.

10.6.2 By way of compensation, the Lessor hereby assigns to the Lessee its claims against the Supplier under the purchase contract or the contract for work and services for non-conforming performance, in particular the right to subsequent performance, to withdraw from the supply contract, to a price reduction or to damages, as well as the claims arising from the breach of contractual and/or pre-contractual collateral duties, in addition to the claims and rights already assigned under Clause 10.1, sentence 2. Section 10.1 shall apply mutatis mutandis to the assertion of rights and claims. In addition to the claims listed in clause 10.1, claims arising from reduction and subsequent delivery shall not be assigned. In the event of payment of damages, the Lessor shall be obliged to pay to the Lessee any amounts received by him to the extent that they exceed his interest in the event of withdrawal from the contract.

10.6.3 The Lessee may only refuse to pay the leasing installments as a result of a material defect or defect of title (in the case of a reduction, only on a pro rata basis) if the validity of the declaration of withdrawal or reduction is demonstrably and justifiably not disputed by the Supplier or the latter justifiably acknowledges the claim for damages in lieu of performance, otherwise only after it has brought an action for rescission of the delivery contract, damages in lieu of performance or reduction of the purchase price. If, as a result, the lessee (partially) suspends payment of the installments, he must, if he continues to use the leased asset, at the lessor's option either pay the lease installments into a trust account or provide a bank guarantee for the performance of the lease. The assertion - also in court - of claims for subsequent performance does not release the lessee from its payment obligations. If the Lessee asserts against the Supplier the claim for delivery of a Leasehold Item free of defects, the Lessor agrees that the previous Leasehold Item shall be exchanged for a new one of equal value, provided that ownership of the new Leasehold Item is transferred to the Lessee. The Lessee shall immediately notify the Lessor of the intended exchange of the Leasehold Item. In the event that the Lessee obtains ownership of the exchanged object from the supplier, the parties already agree that in this case ownership of the object shall pass to the Lessor. The transfer shall be replaced by the Lessor transferring the exchange object to the Lessee for use as a leased object in accordance with the terms and conditions of this agreement. If a third party is in possession of the exchange object, the handover shall be replaced by the Lessee assigning its claim for surrender against such third party to the Lessor In this case, the leasing contract shall only commence upon delivery of the replacement item. The Lessor shall reimburse the Lessee for lease installments paid prior to subsequent delivery after deducting a reasonable compensation for use at least equal to the compensation for use claimed by the Supplier. Instead, the Lessee may demand that the lease be continued as originally agreed. In this case, the Lessee shall pay the leasing installments from the commencement of the contract plus any compensation for use to be paid by the Lessor to the Supplier. In this case, the commencement of the contract shall be deemed to be the date of delivery of the original leased property. To compensate for this, the Lessor shall give the Lessee a reasonable share of any increased proceeds resulting from the subsequent delivery in the event of the sale of the Leasehold Item after termination of the leasing contract within the scope of the provision made in accordance with Clause 10.9.3. The Lessee shall notify the Lessor upon notification of the intended subsequent delivery whether he wishes the leasing contract to begin anew or to be continued. If the Lessee fails to do so, the Lessor may set a 2-week period for the Lessee to exercise the right of choice, announcing that the leasing contract will be continued in accordance with Section if the period expires without results.

10.6.5 If the Lessee enforces a reduction against the Supplier, the lease installments from the beginning and the final payment pursuant to Section 10.9 shall be reduced to the extent that the purchase price is reduced. The Lessor shall reimburse the Lessee for any amounts paid in excess.

10.6.6 If the Lessee enforces against the Supplier the rescission of the supply contract or the reversal of the supply contract due to the assertion of claims for damages instead of performance, the business basis for the leasing contract shall cease to exist. The parties are entitled to terminate the contract. In both cases, the lessor shall reimburse the lessee for any overpayments; on the other hand, the lessor's claim to surrender of the benefits derived by the lessee shall remain unaffected.

10.6.7 The Lessee shall be obliged to return the defective Leasehold Item to the Supplier within the scope of delivery of a defect-free item on the basis of withdrawal or in connection with compensation in lieu of performance only concurrently with fulfillment of the payment or property procurement obligations of the Supplier/third party vis-à-vis the Lessor. In relation to the lessor, the return shall be at the risk and expense of the lessee.

10.7 Lease term, extraordinary termination

10.7.1 Ordinary termination of the lease before expiry of the agreed lease term is excluded. The Lessee's heirs shall not have a right of termination. The right of both contracting parties to extraordinary termination of the leasing contract in the event of good cause shall remain unaffected. The lessor is entitled to extraordinary termination of the leasing contract in particular if

a) the Lessee, who is not a consumer within the meaning of § 500 of the German Civil Code (BGB), is either in default of payment of the leasing installments for two consecutive dates or in default of payment of an amount equal to one leasing installment for at least two months;

b) the lessee, who is a consumer in the sense of § 500 BGB, is in arrears with at least two consecutive installments in whole or in part and at least 10%, in the case of a lease term exceeding 3 years 5% of the nominal amount, and the lessor has previously unsuccessfully set him a 2-week deadline for payment of the amount in arrears with the statement that in the event of non-payment within the deadline he will demand the entire remaining debt,

c) a significant deterioration in the economic circumstances of the lessee has occurred since the date of conclusion of the contract and therefore the lessor's claim to fulfillment of the obligations under the lease is at risk;

d) the Lessee, despite warning, continues to use the Leasehold Item in a manner contrary to the terms of this Agreement, violates material obligations incumbent upon him under this Agreement, or fails to remedy the consequences of his conduct contrary to the terms of this Agreement, and thereby substantially infringes the Lessor's rights;

e) the lessee has made false statements about its financial position which are likely to jeopardize the economic interests of the lessor to a significant extent;

f) the Lessee ceases to make payments, the opening of insolvency proceedings is rejected for lack of assets, or proceedings are instituted against the Lessee to obtain an affidavit in lieu of an oath.

10.7.2 In the event of extraordinary termination of the Lease, the Lessee shall be obliged to surrender the Leasehold Item immediately. Clause 10.10.1 shall apply accordingly. The Lessor shall dispose of the Leasehold Item by private contract at its discretion. The Lessee shall be obliged to compensate the Lessor for any damage caused to him by the non-performance of the contract. This damage shall be calculated from the difference between

a) the sum of the lease installments still outstanding up to the next termination date in accordance with Clause 10.9 and the corresponding final payment, excluding value added tax, discounted at the interest rate which would have had to be paid at the time of conclusion of the lease agreement - if the lease rate was adjusted in accordance with the adjustment provision under "Amount and due date of lease installments", the interest rate which would have had to be paid at the time of the adjustment - for taking out a corresponding loan on the money and capital market, and

b) the expenses saved by the Lessor as well as 90% of the net proceeds from the sale of the Leasehold Item less the costs of sale. The parties are at liberty to provide evidence of a different higher or lower loss.

10.7.3 If termination takes place prior to acceptance (leasing contract under "acceptance"), the Lessee shall reimburse the Lessor for services rendered on the purchase price and shall release the Lessor from all obligations arising from the supply contract and the leasing contract. Title to the Hardware shall pass to the Lessee concurrently with payment and release.

10.8 Assignment, joint and several debtors

10.8.1 The assignment of the Lessee's rights and claims under the Lease shall require the Lessor's written consent.

10.8.2 Lessee and joint liable parties shall be jointly and severally liable.

10.9 Termination of Lease

10.9.1 The leasing contract is concluded for an indefinite period. The Lessee may terminate the lease agreement in writing for the first time at the end of the month after the commencement of the lease specified in the lease agreement and thereafter in each case on a date six months later. The notice period shall be three months.

10.9.2 In the event of termination, the final payments agreed in the leasing contract as a percentage of the net purchase price shall be due on the respective termination date. The statutory value added tax shall be payable on the final payment.

10.9.3 The final payment shall be credited with 90 % of the proceeds obtained from a utilization of the hardware up to the amount owed. If the Lessee concludes a new lease of the same type with the Lessor no later than one month after termination of the lease, the proceeds from the sale shall be credited in full against the final payment. Any proceeds from the sale in excess of the final payment shall be credited to the new leasing contract as a bonus. Any shortfall must be made good within two weeks of a written request to do so.

10.10 Return, disposal of the leased object, reassignment of claims

10.10.1 Upon termination of the Lease, the Lessee shall return the Hardware to the Lessor at its own expense and risk, insured for transport, to a place within the Federal Republic of Germany designated by the Lessor or, at the Lessor's request, shall dispose of it at its own expense in accordance with the statutory provisions. The Lessee shall delete the software and return the materials, data carriers, documents and records belonging to the software made available to him to himself or to the software supplier as instructed by the Lessor.

10.10.2 The lease shall not be extended beyond the date of termination of the agreement in the event of continued use by the Lessee.

10.10.3 Upon termination of the Lease, the Lessee hereby assigns to the Lessor all claims assigned to it pursuant to Section 10.1 and Section 10.6.2 which are not already being pursued by it in court at the time of termination. Any benefit accruing to the Lessor as a result thereof shall be set off against the Lessee's obligations.

10.11 Information, in particular presentation of the annual financial statements

The lessee is obliged to disclose its economic circumstances to the lessor upon request during the lease term, in particular to submit its annual financial statements.

10.12 Data processing

The lessor is entitled to store data internally - including personal data - on the processing (e.g. lessee, joint debtor, guarantor, leasing rates, term of the contract, start of leasing payments) and execution of the contract (e.g. premature termination of the contract, termination without notice, filing of a lawsuit, enforcement measures) with the start of the business relationship with the lessee and with a joint debtor or guarantor (§ 28 BDSG), to use it for processing the offer/contract. The lessee may request information regarding the use of the data at any time. The lessor will delete the data made available to him from his files after termination of the contract, if the lessee so wishes.

§ 11 Employee poaching

The other party undertakes not to entice away any personnel from ARNECA during the execution of the order and for the subsequent period of one year, regardless of whether this is done at the instigation of the employee or the other party.

§ 12 General provisions

12.1 The other party is not entitled to assign its claims under the contract without ARNECA's prior written consent.

12.2 The place of performance and exclusive place of jurisdiction - to the extent permitted by law - for all legal disputes arising directly or indirectly from the contractual relationship shall be Frankfurt am Main.

12.3 The law of the Federal Republic of Germany shall apply.

12.4 Order processing is carried out within ARNECA with the aid of automatic data processing. The contracting party hereby gives its express consent to ARNECA to store and process the data disclosed in the course of contractual relations and necessary for order processing in accordance with the statutory provisions on data protection.

12.5 Should one or more provisions of these Terms and Conditions be or become invalid or should this contract text contain a loophole, the contracting parties shall replace or supplement the invalid or incomplete provisions with appropriate valid provisions that correspond to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected thereby.