General Terms and Conditions (GTC)

Ailance Solutions of 2B Advice (June 26, 2025)

Subject matter of the contract

The customer wishes to subscribe to one or more solutions (software or services) of 2B Advice GmbH (2B Advice) ("Subscription") or to carry out a project with 2B Advice. The terms and conditions of the individual solutions are agreed in separate individual contracts. The contractually agreed conditions apply to all 2B Advice solutions in the following order:
- The respective description of the Solution
- these GTC
These GTC govern the general agreements that apply equally to all Solutions, while the special service descriptions define the conditions and services of the respective Solution. A customer can subscribe to several Solutions and order or cancel them independently of each other. The provisions and stipulations contained in this agreement apply to a single Solution in each case.

By accepting an offer, clicking on "Order with costs" or by using a solution after taking note of these terms and conditions, these terms and conditions are accepted. The use of the services - software as well as services - also constitutes acceptance of these terms and conditions.

2B Advice Solutions are aimed exclusively at companies. Consumers are not authorized to use 2B Advice Solutions. Despite their high availability, 2B Advice Solutions are not business-critical applications. The customer hereby expressly affirms that he is acting as an entrepreneur or is working for a company,
- that he is authorized to conclude legal transactions for this company,
- that the information provided is accurate, complete and up to date and that it will keep this information up to date,
- that it will only use the Solutions in accordance with these Terms and Conditions and exclusively to fulfill the requirements of integrated risk management.

Amendment of the terms and conditions

The customer is aware that the agreed Solutions are subject to constant further development and adaptation. This may also include changes to Solutions or parts thereof, up to and including the discontinuation of individual functionalities.
2B Advice is therefore entitled to amend these Terms and Conditions and the terms of the individual service descriptions of the Solutions. The customer is aware and agrees that he is in agreement with the amended terms and conditions if:
- he has received the amended terms and conditions in text form (e.g. by email to the address provided by the customer), and
- he has not exercised his special right of termination within 30 days of receipt of the change.
The notification of the amended terms and conditions will contain a reference to the special right of termination to which the customer is entitled.

Customer content

The customer is responsible for the content that he enters or uploads, posts, creates or saves in a Solution (hereinafter "your customer content"). The customer is responsible for archiving and backing up their content. The Customer is solely responsible for non-recoverable or lost Customer Content; 2B Advice assumes no responsibility for Customer Content. The customer remains the exclusive and sole owner of the customer content. 2B Advice makes no claim to the Customer Content - in particular, 2B Advice does not acquire ownership of the Customer Content through the upload. This applies both to intellectual property rights, confidential information, trade and business secrets, material protected by trademark or copyright and to all other Customer Content.
The customer guarantees that he has all necessary rights to the content uploaded, posted, created or saved by him. If the customer does not have the necessary rights, he shall indemnify 2B Advice and the employees of 2B Advice against all third-party claims arising from the infringement of such rights.

Use of 2B Advice Solutions, obligations of the customer

The customer is obliged to treat his user name and password as strictly confidential and may not disclose his access data to other persons. Furthermore, neither the customer himself nor third parties may do the following with his consent:
- access Ailance via an interface other than the authentication interface provided by 2B Advice - in particular, automated use of Ailance via scripts, robots or web crawlers is excluded;
- attempt to defeat or circumvent any technical measures we use to restrict access to Ailance or to protect our rights, or make any unauthorized attempt to gain access to 2B Advice Prime SaaS or to modify or redirect Ailance without authorization;
- refrain from informing 2B Advice immediately of any unauthorized use of his/her user name and/or password and of any other security breaches in connection with Ailance at the e-mail address 2BSupport@2b-advice.com;
- leave the browser unattended if the 2B Advice Prime SaaS session has not yet ended;
- copy or incorporate 2B Advice Solutions or any part thereof or any other 2B Advice material for use in or for a competing product;
- attempt to download, decompile or reverse engineer the software or technology of 2B Advice Solutions;
- Use 2B Advice Solutions in a manner that would impair, overburden, render inaccessible or inoperable the technologies supporting the Solution or interfere with the use of a 2B Advice Solution by other customers;
- upload material that contains viruses, worms, Trojans or other malware;
- use 2B Advice Solutions for purposes that are not permitted by law or induce or incite third parties to use 2B Advice Solutions for purposes that are not permitted by law;
- 2B Advice Solutions or parts thereof to disseminate advertising content;
- transfer his account to another customer.
2B Advice is not liable for damages resulting from the customer's breach of the obligations set out in this section.

Use of the communication functions in Ailance Solutions

With its Solutions, 2B Advice also provides the customer with functions for communicating with 2B Advice, its employees and third parties. The 2B Advice Solutions have built-in communication functions for this purpose. The customer undertakes to use, send or receive these communication functions exclusively for appropriate and lawful content. The communication functions may not be used by the customer to:
- defame, belittle, harass, threaten or otherwise violate the rights of other persons;
- publish, post, upload or distribute inappropriate, defamatory, infringing, obscene or offensive content;
- upload files or other electronic information that are subject to copyright, trademark law or other intellectual property rights, unless and insofar as the customer is the owner of these rights or has been authorized by the rights holder to use this content;
- upload or distribute files that contain viruses, worms, Trojans or other malware;
- to disseminate advertising for goods or services;
- forward or conduct surveys, competitions, contests, pyramid schemes or chain letters;
- download files or content belonging to another customer, even though the customer knows or can reasonably assume that this content may not be lawfully distributed in this way;
- remove or obscure details of the author or rights holder of uploaded files or material contained therein;
- deny other customers the use of the communication functions or restrict their use without authorization;
- collect information about other people, including their names and email addresses, without their consent;
- violate any other laws or regulations relevant to the customer.
2B Advice is entitled to block the use of the communication functions if a breach of the above obligations is detected. 2B Advice is neither obliged nor entitled to proactively monitor the use of the communication functions.

The customer alone is responsible for the use of the communication functions. 2B Advice will provide all necessary information in connection with the use of the communication functions to the competent authorities if and insofar as 2B Advice is legally obliged to do so. Unless prohibited by law, 2B Advice will inform the customer of such requests for information and the requesting body, provided that this does not conflict with any statutory confidentiality obligations.

Service level and support

2B Advice hosts the Ailance Solutions in a cloud environment at Microsoft Azure. 2B Advice guarantees availability of the services of 99 % on an annual average. Planned maintenance periods during which the services are temporarily unavailable or only available to a limited extent are announced to the customer in text form in good time in advance and are not taken into account as downtime when calculating the availability rate. Technical support is provided on working days (Monday-Friday) during normal business hours (9:00-17:00 CET).

Discounts

The customer receives a one-off discount of 2 % on the usage fees due for the next 12 months if he participates as a reference customer on one of 2B Advice's websites or on a public evaluation platform. The contribution must include at least the use of the customer's company logo, a written statement by an employee of the customer and the customer's name.

Travel expenses

- Travel and accommodation costs as well as travel times are invoiced separately and are not included in the basic price of the services. These costs are only incurred if the customer requests on-site support or if the service can only be provided by traveling.
- Travel times are charged at half a daily rate per day. For each kilometer driven, 1 € is charged; overnight stays are in middle-class hotels; 1st class is used for train travel.
- Travel expenses will be charged from 2B Advice's head office in Bonn.
- Travel expenses are settled at the end of the month in which they were incurred according to actual expenditure.

Use of customer data

2B Advice is entitled to use the Customer's data in accordance with the provisions of the privacy policy applicable to the Solution. In particular, 2B Advice is entitled to use non-personal data and usage data of the Customer in aggregated form for the following purposes: Securing and improving the 2B Advice solutions, developing new offers and functionalities, creating statistical evaluations in aggregated form and for carrying out research purposes.

Data protection and order processing

2B Advice undertakes to treat and protect all personal data of the customer that is processed in the context of the use of the Solutions confidentially in accordance with the applicable data protection laws - in particular the EU General Data Protection Regulation (GDPR). To this end, 2B Advice takes the necessary technical and organizational measures to ensure data security.

Insofar as 2B Advice processes personal data on behalf of the customer, the parties conclude an agreement on commissioned processing in accordance with Art. 28 GDPR. In this respect, 2B Advice acts as the processor and the customer as the controller within the meaning of the GDPR. All data and content brought into the Solutions by the customer remain the property of the customer. 2B Advice processes this data exclusively on the instructions of the customer and to fulfill the contractual obligations.

Feedback - Right of use

The customer hereby grants 2B Advice a right of use, unlimited in terms of territory, time and content, to any feedback that the customer provides to 2B Advice on the Solutions. The use of this feedback by 2B Advice does not constitute an obligation to pay any remuneration.

The customer assures that he will not transmit any feedback to 2B Advice to which he does not own all necessary rights. The customer indemnifies 2B Advice against all third-party claims if such claims are asserted against 2B Advice due to the infringement of rights to the feedback.

Prices

Only individually agreed prices apply to the use of the "Ailance DSB" solution and individual projects. For the use of the Ailance Solutions (SaaS offers), the prices published on the official website of 2B Advice at the time of conclusion of the contract shall apply, unless other individual prices have been agreed in writing. All prices are subject to the statutory value added tax.

Due date, method of payment and default

The fees for a Solution are due for payment in advance immediately upon receipt of the invoice: for monthly billing for the following month, for annual billing for the following year, for a different billing period for the agreed period.

The method of payment depends on the payment method selected during the ordering process. All prices are calculated in euros. 2B Advice issues an invoice for the amounts charged in accordance with the statutory requirements.

If the customer's address, billing, credit card or bank details change, the customer is obliged to update these changes immediately in the customer portal. If the customer's registration details are incorrect, out of date or incomplete and the customer does not immediately comply with a request to update them, 2B Advice is entitled to block access to the Solutions until correct and complete details are provided or to terminate the contract without notice.
If the customer issues 2B Advice with a direct debit authorization, 2B Advice is entitled to debit the fee amounts due from the customer's account on the respective due date in accordance with the payment data stored and the payment method selected in the order process. The customer must ensure that his account has sufficient funds on the due date.
If the customer does not pay by the due date specified in the calendar, he shall be in default with the corresponding payment without the need for a reminder. If a direct debit is not possible on the due date due to insufficient funds in the account, the customer shall also be in default.

Links to other content

The Solutions may contain links to content on third-party websites. 2B Advice is not responsible for the content of the linked pages - including further links contained therein - unless 2B Advice expressly adopts the content of the linked page as its own.
In particular, 2B Advice is not responsible for any changes to the linked sites after the time of linking, nor can 2B Advice prevent or influence such changes. When visiting linked sites, the terms and conditions applicable to the respective service of the third-party provider apply. The customer should therefore carefully check the terms of use, data protection declarations and other applicable regulations of the linked sites.

Integrations with third-party systems

Insofar as integration of the Ailance Solutions with third-party services (e.g. Microsoft 365 or identity services such as OpenID) is offered, this takes place via interfaces provided by 2B Advice. The responsibility of 2B Advice is limited exclusively to the technical provision of its own interfaces for the use of the Solutions. 2B Advice is not responsible for the availability, functionality or modification of the services or interfaces of these external services. Changes, restrictions or the discontinuation of such external services, for example through changes to the APIs of the third-party providers, do not constitute a defect in the services contractually owed by 2B Advice.

Reference customer clause

2B Advice is entitled to include the name of your company in a list of reference clients. You can object to inclusion in this list of reference clients at any time by sending an e-mail to the following address: sales@2b-advice.com.

Obligation to cooperate

The customer undertakes to keep all data and information relevant to the processing of the contract up to date at all times and, in particular, to notify 2B Advice immediately of any changes to the information relevant to invoicing. If the customer breaches this obligation to cooperate and invoices have to be reissued for this reason, the customer must reimburse 2B Advice for the resulting expenses with a lump sum of €50.

Exclusion of legal advice

The use of the Ailance services does not create a client-lawyer relationship between the customer and 2B Advice or between the customer and an employee of 2B Advice. The Customer acknowledges and agrees that 2B Advice does not provide any legal advice in connection with the use of the Ailance SaaS Services.
The Ailance Solutions contain general information. 2B Advice does not guarantee and is not liable that the information contained in the service is legally correct and always up to date, unless it has been provided as part of an individual advisory service. In particular, the general information contained in the Service does not replace the need to consult a lawyer or a data protection expert in legal matters. This does not apply if the information has been prepared individually for the customer as part of a project.

Contract term

Unless otherwise agreed in the offer booked by the customer, the contract term is one year from the order and initial provision of the solution. The contract term shall be automatically extended by a further year (365 days) unless the contract is terminated effectively and in due time by one of the parties in accordance with these Terms and Conditions.

Ordinary termination

A Solution can be terminated by the customer with 60 days' notice to the end of the respective contract term. The termination can be declared for the respective subscription either in writing or by using the "Cancel Solution" option within the Solution. The timeliness of the termination shall be determined by the time at which the termination option is exercised within the Solution.

Special right of termination

The customer has a special right of termination without notice in the following cases:
- 2B Advice exercises its right to amend these Ailance Terms and Conditions;
- the functionality of the Solution is significantly changed. A change in functionality is deemed to be significant if the purpose associated with the omitted or changed service cannot be fulfilled by the service in any other way or if the necessary adaptation work for the customer (e.g. manual transfer of data to other fields or other cumbersome procedures) would be disproportionately high. Changes that are absolutely necessary to adapt the software to changed legal requirements in order to keep the Solution legally compliant are not deemed to be significant changes.
Similarly, 2B Advice has a special right of termination without notice if 2B Advice exercises its right to change the terms and conditions of a solution and the customer exercises his right to object to this change.

A termination declared by way of special termination shall take effect at the end of the current month, but no later than the date on which the announced change comes into force. The regulations on the return and deletion of customer data upon termination of the contract apply to the backup of data stored in the system up to that point.

Extraordinary termination without notice for good cause

The right of both parties to extraordinary termination of a solution without notice for good cause remains unaffected (Section 543 BGB).

Data export and data deletion after the end of the contract

After termination of the contractual relationship, the customer has the right to export the data stored by him in the Solutions in a common, machine-readable format. 2B Advice will delete all customer data no later than 30 days after the end of the contract, unless statutory retention obligations prevent deletion.

Limitation of liability

2B Advice assumes no liability and in particular does not warrant that a Solution is suitable or appropriate for any purpose other than its intended use in terms of reliability, availability, speed and quality of information, products, parts of the Service or graphics of the Service.
2B Advice is only liable for damage caused by gross negligence or intent on the part of 2B Advice itself, a legal representative, employee or vicarious agent of 2B Advice. This limitation of liability does not apply to damages resulting from injury to life, body or health. Liability is limited to a maximum of EUR 500,000 per claim. With regard to the accessibility and availability of the service, the customer acknowledges that the Solutions are not business-critical applications. 2B Advice is therefore only liable if the availability of the Solution does not meet the requirements of normal business operations.
In the event of insufficient online availability for which 2B Advice is responsible, the customer is obliged to inform 2B Advice by telephone as soon as possible and to work together on a solution. The customer is obliged to support 2B Advice in solving the problem and to use an interim solution proposed by 2B Advice to remedy the unavailability at short notice.
In particular, 2B Advice is not liable for damages due to lack of accessibility that originate in the area of responsibility of the customer's Internet access provider or are due to other technical problems at the customer.
In the event of data loss, 2B Advice is only obliged to reimburse the typical recovery costs incurred for the recovery of the data from the backups created for the customer.

Applicable law and place of jurisdiction

This contract and the use of 2B Advice Prime SaaS are governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
If the customer is a merchant, a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction in Germany, the competent court at the registered office of 2B Advice is agreed as the place of jurisdiction for all disputes arising from or in connection with this contractual relationship. The registered office of 2B Advice is currently in Bonn. This does not apply to legal disputes concerning non-pecuniary claims that are assigned by law to the local courts regardless of the amount in dispute, or if an exclusive place of jurisdiction is prescribed by law for the action.