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Allow All1.1 These General Terms and Conditions ("GTC") are used by Atmen Solutions GmbH (registered with the local court of München under HRB 281981) trading as Atmen with its seat in Eching, Germany ("Atmen").
1.2 Atmen provides a Software-as-a-Service platform for renewable hydrogen and e-fuel producers ("Atmen Platform"). Atmen further offers digital services that enable manufacturers of energy-intensive goods to assess and document their compliance with environmental certification criteria, including Power Procurement Optimisation, Compliance Readiness Assessments, and Certification Automation and Certificate Portfolio Management ("Services" or "Software"). Such Services may be booked on the Atmen Platform.
1.3 The offer of Atmen for use of the Atmen Platform is directed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) ("Customer"). "Affiliated enterprises" means affiliated enterprises of the Customer within the meaning of §§ 15 et seq. German Stock Corporation Act (AktG).
1.4 Atmen and the Customer are together referred to as "the Parties" or individually as "Party".
1.5 The basis for the legal relationship between Atmen and the Customer is exclusively this GTC together with the applicable Statement of Work, Service Level Agreement, and Data Processing Agreement (together, the "Agreement"). General terms and conditions of the Customer are excluded; counter-confirmations of the Customer with reference to its own terms and conditions are hereby contradicted.
1.6 This GTC follows a Statement of Work ("SOW") which Atmen offers to its Customers. In the SOW, Atmen specifies the Services and any further requirements (e.g. specific completion dates) for each assignment. The Agreement comes into effect when Atmen and the Customer have signed the SOW.
2.1 The subject of the Agreement is the temporary provision of the Atmen Platform and Services, depending on the Agreement, via the Internet ("Software as a Service", SaaS). Access to the Atmen Platform and Services will be granted to the Customer in accordance with the terms of the Agreement. The features described in the Agreement shall be deemed to be the scope of the Software.
2.2 The Atmen Platform and Services do not issue certificates. The Atmen Platform connects to certificate registries via APIs or other interfaces to facilitate the issuance of certificates. The Atmen Platform presents compliance-related data to both customers and auditors in the form of dashboards and reports to facilitate audit. Atmen does not give individual advice on the legal requirements for certification and does not conduct audits to verify certification compliance. Atmen cannot be held responsible for certificates not being issued by the certification bodies chosen by the Customer.
2.3 Atmen is permitted to include third-party data sets from various sources for the proper performance of the Services. Where the Atmen Platform facilitates access to third-party market data feeds (including, without limitation, electricity price data from the ENTSO-E Transparency Platform, EEX and ETS allowance price data from third-party aggregated feeds), such data is provided as-is. Atmen makes no representation as to the accuracy, completeness, regulatory compliance, or auditability of such data. The Customer is solely responsible for ensuring that any price data used to support compliance or certification claims, whether uploaded by the Customer or accessed and facilitated by the Platform meets the applicable regulatory and certification scheme requirements. Atmen accepts no liability towards the Customer, certification schemes, auditors, or any third party arising from compliance claims made on the basis of such data.
2.4 The Atmen Platform and Services are provided "as is" and subject to Atmen's ability to collect the relevant source information. Adaptation of the Service to the specific needs of the Customer is not owed. Atmen may modify the features of the Atmen Platform and Services from time to time, including adding or changing features and functionality, to enhance the Customer's use. Atmen may further modify the Atmen Platform and/or the Service where (i) applicable law requires such modifications, (ii) the modifications are beneficial to the Customer, or (iii) the modifications are purely technical or procedural and do not materially affect the Customer.
2.5 Instruction of the Customer in the use of the Atmen Platform shall not be owed, unless they are the subject of the SOW.
2.6 The Atmen Platform is hosted on a server infrastructure licensed by Atmen. Atmen makes the Atmen Platform available for use at the router exit of the data centre where the server containing the Software is located (the "Delivery Point"). The Customer is responsible for the internet connection between the Customer and the data centre and for the necessary hardware and software (e.g. PC, network connection).
2.7 Atmen will make daily backups and store them for a period of 180 days.
3.1 Subject to this GTC, and for the Contract Period, Atmen grants the Customer a worldwide, non-exclusive, non-assignable, non-transferable, and non-sublicensable right to use the Atmen Platform and Services within the agreed scope and in compliance with applicable laws. During the term of the Agreement, Atmen further grants the Customer's employees a non-exclusive right to access and use the Software for the purposes of the Customer's business.
3.2 Any unauthorised use of the Atmen Platform or Services by the Customer is prohibited.
3.3 With regard to the Atmen Platform, the Customer may not (i) make it available to third parties outside the agreed circle of users; (ii) modify, decompile, disassemble, reconstruct or otherwise edit it; (iii) use it for competitive purposes for itself or a third party; (iv) use it to distribute illegal or infringing content; or (v) sell, license, rent, transfer or otherwise commercially exploit the software.
3.4 Any Atmen data or product information (including images and screenshots) must not be publicly disseminated, including in press releases, in or to the media, on the Internet, or in advertisements, without Atmen's prior written consent.
3.5 The Customer may use digital product passports and reports at its discretion to support its sales and marketing activities, provided Atmen is properly credited.
3.6 The Customer agrees not to use any Services in violation of any law or regulatory requirement and not to interfere with any of Atmen's proprietary, confidentiality, or copyright notices (see Sections 17 and 18).
3.7 The Customer agrees that it will not copy, modify, disassemble, decompile or otherwise reverse engineer the Atmen Platform or any Atmen tools.
3.8 After termination of the Agreement, the rights of use shall end automatically without any declaration by Atmen being required.
The Atmen Platform may contain software components of third parties ("Third-Party Software"). The use of these components is exclusively subject to the corresponding terms of use of the Third-Party Software components that are transmitted and/or referenced together with them. In the event of contradictions or conflicting provisions between the licence terms of the Third-Party Software and the provisions of this GTC, the licence terms of the Third-Party Software shall take precedence.
5.1 Data Accessibility During Contract Period
During the Contract Period, Atmen provides the Customer with continuous access to, and the ability to download, all data handled by the Atmen Platform, enabling the Customer to comply with applicable legal, regulatory, and certification scheme data retention obligations independently of their continued use of the Atmen Platform.
5.2 Retention of Certification Records
During the Contract Period, Atmen retains sustainability, GHG, traceability, and compliance-related data processed through the Atmen Platform, including in particular metering records, self-declarations, proofs of sustainability, sustainability attributes, and batch records ("Certification Records"), for a minimum period of five (5) years from the date on which each Certification Record was created or uploaded to the Platform, provided the commercial contract between the Parties remains in force throughout that period. Upon termination of the commercial contract, Atmen will notify the Customer no less than sixty (60) calendar days in advance of the deletion of Certification Records. During this notice period, the Customer may access and download all Certification Records via the Atmen Platform. Following expiry of the notice period, Atmen may permanently delete the Customer's Certification Records and document such deletion. Extended retention of Certification Records beyond contract termination may be agreed separately in writing, subject to the parties' applicable data protection obligations.
5.3 Customer's Compliance Responsibility.
The Customer is solely responsible for ensuring that its data retention practices comply with all applicable regulatory, statutory, and certification scheme requirements, including any retention period exceeding five years required by a relevant authority or scheme. Atmen's retention of Certification Records under Section 5.2 is provided as a platform service to support the Customer's compliance and does not transfer to Atmen any regulatory or certification compliance obligation. Atmen does not warrant that retained data constitutes a complete or compliant record set for any particular regulatory or certification purpose.
5.4 Data Availability Upon and Following Contract Termination.
Upon termination of the commercial contract, Atmen will notify the Customer no less than sixty (60) calendar days in advance of any intended deletion of data. During this notice period, and for the remainder of the five-year retention period under Section 5.2 as applicable, the Customer retains the right to access and download its data. Upon expiry of the applicable retention period, Atmen will permanently delete the Customer's data and document such deletion. Atmen is not obliged to retain data beyond the periods set out in this Section 5.
5.5 Compliance and Indemnification
The Customer agrees to hold Atmen harmless from any claims, losses, or liabilities arising from: (a) the Customer's failure to download or otherwise secure its own data within the periods made available under this Section 5; (b) the Customer's failure to comply with any applicable retention requirement exceeding the five-year period provided under Section 5.2; or (c) any determination by a regulatory authority, certification body, or third party that the Customer's retained records are incomplete, inaccurate, or non-compliant.
6.1 Support requests may be sent to support@atmen.co or via the in-platform help centre.
6.2 The substantive scope of support, including response and resolution commitments, is set out in the Atmen Standard SLA referenced in Section 14, or in any Atmen Enterprise SLA or customer-specific SLA executed between the Parties.
6.3 Customers may directly book a meeting with the dedicated support manager through the help centre on the Atmen Platform. In the event the Atmen Platform is unavailable and the Customer cannot access the help centre via the platform, the Customer may contact support@atmen.co for immediate assistance.
6.4 Customers are encouraged to provide as much detail as possible when reporting an issue, including the nature of the problem, any error messages, and steps taken before encountering the issue.
7.1 The Customer is required to collaborate with Atmen in the provision of Services, including but not limited to: (i) supplying necessary information, materials, data, images, plans, and documents as requested in the SOW in a timely, complete, and correct manner; (ii) granting Atmen the necessary rights and accesses for the performance of the Services; and (iii) cooperating in good faith and free of charge.
7.2 Data input should primarily be transmitted via the Atmen Platform in a digital format according to the nature of the document or data required. Acceptable formats include .jpg, .png, .docx, .ppt, .xls, .csv, .json, .HTML, or those agreed with Atmen on a case-by-case basis. The Customer is responsible for the quality and integrity of inputs (including virus checks) and must inform Atmen immediately of any changes.
7.3 The Customer warrants that all provided information, materials, data, images, plans, and documents comply with applicable laws and regulations, that it is entitled to use the documents made available to Atmen, and indemnifies Atmen against any third-party claims arising from such inputs. Atmen is entitled to discontinue its services where there is reasonable doubt about compliance.
7.4 The Customer is obliged to support Atmen in delivering its Services and to provide immediate feedback and respond to inquiries to a reasonable degree, and to notify Atmen of any anticipated inability to meet these expectations.
7.5 The Customer is obliged to keep backup copies of all documents and data transmitted to Atmen on its own data carriers to ensure reconstruction in the event of loss. Atmen is not liable for any loss of unsecured data.
7.6 Atmen is not obliged to check the correctness of information provided by the Customer. If incorrect, incomplete, corrected, or missing information results in work repetition or delay (in whole or in part), the Customer shall bear the resulting costs.
7.7 The Customer is responsible for suitable software and hardware equipment and a sufficient internet connection on its premises and those of its users ("System Requirements"). A common, state-of-the-art browser in the current version (Edge, Firefox, Chrome, Safari macOS, Safari iOS) is recommended.
7.8 Proposals and instructions from the Customer do not constitute a co-authoring right to Services and do not influence the Remuneration.
7.9 If necessary, the Customer will grant Atmen access to the premises of the Customer or third parties required for the performance of the Service.
7.10 If the Customer fails to cooperate or causes delays to Atmen's performance, Atmen does not guarantee successful usage of the Atmen Platform and does not guarantee reimbursement of the Services.
8.1 The Customer is solely responsible for any content and data uploaded while using the Atmen Platform and Services (the "Content"). Ownership of the Content remains with the Customer and shall not be shared with third parties.
8.2 The Customer must ensure that the Content does not infringe the rights of third parties. Insofar as the Customer collects, processes or uses personal data within the scope of the use of the Atmen Platform, the Customer shall obtain the necessary permissions. The Customer shall comply with all data protection and other legal requirements. In this respect, Atmen is not a controller within the meaning of Art. 4 No. 7 GDPR. Processing of personal data by Atmen on behalf of the Customer is governed by the Atmen Data Processing Agreement ("DPA"), which is incorporated by reference.
8.3 The Customer shall hold Atmen harmless from any claims, litigation, losses, damages, expenses, costs and liabilities ("Losses") arising out of or in connection with (i) the Customer's use of the Atmen Platform in breach of this GTC; (ii) any breach of any term or condition set forth in Section 3 or this Section 8; or (iii) any claim that Customer's Content distributed through the Atmen Platform has caused damage to a third party.
8.4 In the event of an assertion of claims by third parties, the Customer shall promptly, truthfully, and completely provide Atmen with all information necessary for the examination of and defence against such claims.
8.5 The Content stored by the Customer within the scope of SaaS use may be protected by copyright. The Customer grants Atmen the right to make such Content accessible to the Customer via the Internet and, in particular, to reproduce and transmit it for that purpose and for data backup.
8.6 The Customer grants Atmen the right to analyse any data uploaded by the Customer as part of the Service for the purpose of improving the Atmen Platform or Atmen's Services in compliance with applicable data protection law. Any data that results from such analyses in anonymised form, such as statistical trend analyses, usage statistics or trained neural networks ("Analysis Data"), is the property of Atmen and will be used to ensure technical progress and to achieve beneficial changes for the Customer.
8.7 Atmen takes appropriate technical and organisational measures to ensure data security, as set out in Annex 3 of the DPA. Personal data and business-critical data are stored in a secure environment (firewall, password protection, encryption, etc.).
If the Parties have agreed on a group licence, the rights and obligations under this GTC also apply to Affiliated Enterprises. The Customer is responsible for compliance with the contractual terms by the Affiliated Enterprises. In particular, any act or omission of an Affiliate in relation to this GTC shall be deemed to be an act or omission of the Customer, and the Customer shall be liable accordingly.
Atmen shall be entitled to verify whether the Atmen Platform and Services are being used in accordance with the provisions of this GTC. For this purpose, Atmen may request information from the Customer, in particular about the period and scope of use of the Atmen Platform, and may access the Atmen Platform used at the Customer's premises during normal business hours and with reasonable advance notice ("Audit"). The Audit shall be carried out no more than once a year, or where there is reasonable cause to believe that the right of use has been infringed (Section 3), for a period of up to 5 years after termination of the Agreement. Customer audit rights with respect to the processing of personal data are governed by the DPA.
11.1 Atmen owes the Services and shall receive in consideration the remuneration (the "Remuneration") set out in the SOW.
11.2 The Customer will pay for the Services in accordance with the invoicing schedule stated in the SOW. Except as otherwise stated in the SOW, fees are payable by the Customer within thirty (30) days from receipt of invoice.
11.3 All claims for remuneration set out in the SOW are net amounts (unless otherwise expressly provided in the SOW) and subject to statutory VAT applicable at the time of payment. Claims for remuneration are only payable after an invoice has been issued in accordance with applicable statutory requirements. Further fees and other charges shall be borne by the Customer.
11.4 Fees apply for the duration of the Agreement. One-off fees cover the Service for the Contract Period in the SOW. For recurring Services, Atmen reserves the right to modify the fees for future Contract Periods, but not before the end of the second year of the Agreement. Atmen will provide prior written notice of any fee changes effective thereafter, at least eight (8) weeks before they take effect. In the event the Customer does not accept the price increase, the Customer shall be entitled to terminate the Agreement extraordinarily with a notice period of fourteen (14) days to the end of the calendar month.
11.5 All payments due shall be made in euros and, unless otherwise agreed in writing, electronically by bank transfer to the account details provided by Atmen.
11.6 Within 5 business days after written notice of non-payment, interest will accrue on late payments (to the extent not subject to reasonable dispute) from the due date until paid, at the lesser of 1.50% per month or the maximum allowed by law. Such non-payment of an invoice by its due date will, at Atmen's discretion, result in suspension of the Services.
11.7 Additional expenses incurred by Atmen employees in connection with the execution of the Agreement, such as travel expenses, shall be invoiced at cost by Atmen to the Customer.
11.8 Atmen is entitled to demand down payments or advance payments, as well as partial payments in accordance with the Services rendered. Atmen may withhold Services, or prohibit the further use of Services, if the Customer is in default of payment.
12.1 The Atmen Platform and Services essentially correspond to the description in Sections 1 and 2 above. For updates, upgrades, and new version deliveries, claims for defects are limited to the innovations of the update, upgrade, or new version compared to the previous version status.
12.2 The statutory provisions on warranty in rental agreements apply in principle. § 536b BGB (knowledge of the renter of the defect upon conclusion of the contract or acceptance) and § 536c BGB (defects occurring during the rental period; notification by the lessor) apply. The application of § 536a (2) BGB (renter's right to remedy defects itself) is excluded, and the application of § 536a (1) BGB (lessor's liability for damages) is excluded insofar as the provision provides for liability without fault.
12.3 Atmen does not warrant that the Customer's business expectations associated with the use of the Atmen Platform and Services will be realised. Content is provided for general information purposes only and does not constitute technical, financial, or legal advice and should not be relied on for any such purposes.
12.4 If dates and deadlines are not expressly agreed in writing, they are to be understood as non-binding guidelines, which Atmen will comply with to the best of its ability.
12.5 Atmen does not provide any additional warranty for the Atmen Platform and Services without express confirmation.
13.1 Atmen shall be liable for damages or reimbursement of futile expenses to an unlimited extent and in accordance with the statutory limitation periods in the following cases: (i) intent and gross negligence on the part of Atmen, (ii) personal injury for which Atmen is responsible, (iii) guarantees from Atmen, and (iv) claims under the German Product Liability Act (Produkthaftungsgesetz).
13.2 In cases of simple negligence, Atmen shall be liable in the event of a breach of material contractual obligations (Kardinalpflichten) by Atmen or one of its legal representatives or agents for the foreseeable damage that was to be prevented by the breached obligation. A material contractual obligation is one the fulfilment of which is a requirement for the proper performance of this Agreement or the breach of which jeopardises the achievement of the purpose of the Agreement and on whose observance the Customer regularly can rely.
13.3 Without prejudice to Sections 13.1 and 13.2 above, the liability of Atmen is excluded for force majeure events (including strikes, natural disasters, pandemics).
13.4 Strict liability for initial defects (§ 536a (1) BGB) is excluded.
13.5 Atmen retains the right to object due to contributory negligence on the part of the Customer (e.g. due to a breach of the Customer's duty to cooperate).
13.6 If Atmen's liability is excluded or restricted, this also applies to the personal liability of its employees, representatives, and agents.
13.7 Where an Atmen Enterprise SLA or customer-specific SLA executed between the Parties contains a contractual liability cap and carve-outs (as is the case in the Atmen Enterprise SLA), those provisions apply in addition to and, where expressly stated, in modification of this Section 13.
14.1 The service availability, support, and remedy commitments applicable to the Customer are set out in the Atmen Standard Service Level Agreement (the current version of which is published at atmen.co and is incorporated into this GTC by reference).
14.2 Where the Parties have executed an Atmen Enterprise Service Level Agreement or any other customer-specific Service Level Agreement, that document supersedes the Standard SLA referenced in Section 14.1 in respect of the Services it covers.
14.3 In the event of conflict between this GTC and the applicable SLA, the SLA prevails with respect to service-level matters (including uptime, support response, service credits, and incident management).
14.4 The Customer's right to terminate the Agreement for material breach in accordance with applicable law and Section 15 of this GTC is unaffected by the remedies provided in any SLA.
15.1 Atmen grants access to the Atmen Platform for the duration of the effective date of the first SOW until the Customer terminates and requires the deletion of the Customer's account ("Access Period"). Services will be granted from the effective date of the respective SOW covering the Service until expiry of the Service as specified in the SOW (the "Initial Term"). Recurring Services shall be automatically renewed for further periods of one (1) year ("Renewal Term"; the Initial Term and any Renewal Term together a "Contract Period") unless the Agreement is terminated with three (3) months' notice before the end of the then-current Agreement term. The Customer's notice of termination shall be sent by email to support@atmen.co. Any such termination shall be effective as of the date that would have been the first day of the next Renewal Term.
15.2 The right of either party to terminate the Agreement without notice for good cause and the right to terminate the Agreement in accordance with Section 11.4 (special termination in the event of a fee increase) and Section 16 (special termination in the event of changes to the GTC) shall remain in effect.
15.3 In the event of termination of the Agreement, all rights to use the Software granted to the Customer shall expire immediately and the Customer shall cease to use the Software.
15.4 Upon termination of the Agreement, the Customer shall pay to Atmen all undisputed amounts due and payable thereunder.
16.1 Atmen reserves the right to change or amend this GTC. The planned changes or amendments shall be announced to the Customer by email or in writing with a reasonable period of notice before the planned entry into force. If the Customer does not object to the amended GTC in text form (e.g. letter, email) within six (6) weeks after receipt of the email, the amended GTC shall be deemed accepted.
16.2 In the event of an objection, the original GTC shall continue to apply unchanged; in this case, however, Atmen shall be entitled to terminate the Agreement within the scope of a special right of termination with a notice period of two (2) months from receipt of the objection to the end of a calendar month. The special right of termination does not apply in the first year of the Agreement.
17.1 "Confidential Information" refers to all technical and non-technical information belonging to a Party, related to their business or products, or any other person (whether corporate or not) they are commercially linked with. This includes information protected by copyright, patent, or trademark, and/or trade secret doctrine, provided by a Party either directly or indirectly, before or after the signing of the SOW. It encompasses proprietary information, techniques, sketches, drawings, design specifications, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, codes, methods, software source documents, and formulae relating to Atmen's current, future and proposed Services and the Atmen Platform. It also includes information concerning research, experimental work, statistics, development, design details, specifications, engineering and all other aspects of Atmen's business or affairs. This extends to Atmen's assets, liabilities, profitability, prices, policies and financial position, the receipt of Confidential Information by the Customer, discussions between the Parties or any terms, conditions or other facts with respect to the collaboration. Confidential Information may be transmitted, supplied, disclosed, or communicated in written, visual, electronic or oral form. Confidential Information includes trade secrets according to the German Trade Secrets Act (GeschGehG) even if no reasonable protection measures within the meaning of Section 2 no. 1b GeschGehG have been implemented. Furthermore, it encompasses any confidential and proprietary information of the Disclosing Party that is marked confidential or appears to be so, disclosed to the Recipient in any form, and the terms of all agreements between the Customer and Atmen. The Customer acknowledges that Atmen expends substantial time, effort and money to develop, enhance and maintain the Services, and that all such Services, whether acquired directly or indirectly by the Customer, constitute the Confidential Information of Atmen and its valuable intellectual property.
17.2 Confidential Information does not include any information that the Parties can prove: (i) is or becomes generally known to the public through no breach of this Agreement or any other confidentiality obligation by each of the Parties or its Representatives (if any); (ii) is lawfully known to the respective Party at the time of disclosure without an obligation of confidentiality; (iii) the respective Party rightfully obtains from a third party without restriction on use or disclosure and without a breach of a confidentiality obligation by such third party; (iv) is independently developed by the respective Party without reference to, or use of, any Confidential Information of each Party; (v) the respective Party is legally compelled to produce and/or disclose by an applicable court of law, governmental or regulatory authority, provided that the respective Party must promptly notify, to the extent legally possible, the other Party so that the other Party may seek appropriate protection or remedy and/or waive the other Party's compliance with certain provisions of this Agreement; or (vi) is authorised in writing by the other Party to be released from the confidentiality obligations herein.
17.3 The Party receiving Confidential Information ("Recipient") will receive and hold Confidential Information strictly confidential, not disclosing such Confidential Information to third parties, whether in whole or in part either directly or indirectly in any shape or form, or using it outside of this Agreement's scope. Confidential Information excludes information that (i) was in the public domain prior to the time of disclosure; (ii) becomes public post-disclosure without any action of the Recipient; (iii) was known to the Recipient at the time of disclosure; (iv) is obtained by the Recipient from a third party without known confidentiality breach; (v) is independently developed by the Recipient without using the Disclosing Party's Confidential Information; or (vi) is legally required to be disclosed by the Recipient, provided that such disclosure and, to the extent reasonably practicable, the Recipient provides reasonable cooperation and assistance to the Disclosing Party.
17.4 The Parties agree to: (i) use Confidential Information only to fulfil their obligations under this Agreement and not for personal gain or competition; (ii) apply reasonable measures (Sec. 2 no. 1b GeschGehG) to prevent disclosure of Confidential Information; (iii) not copy, reproduce, or reduce to writing any part of the Confidential Information except as necessary under this Agreement and to ensure that any copies, reproductions or reductions to writing shall be the property of Atmen; (iv) upon Atmen's request, without undue delay upon receipt of Atmen's written request, deliver to Atmen or destroy all documents and other material in the possession, custody or control of the Customer containing Confidential Information without undue delay, retaining no copies or reproductions thereof unless required by law, and expunge all Confidential Information, to the extent technically possible, from any device or media containing it, unless otherwise stipulated by law; (v) maintain all Confidential Information's confidential or proprietary markings, refraining from removing, destroying, or rendering them illegible as long as any confidentiality obligations remain under this Agreement.
17.5 If legally required to keep a copy of Confidential Information for the purpose of compliance (which includes bona fide internal compliance policies), the aforesaid obligation to return or destroy Confidential Information shall be suspended until the end of the required period, with confidentiality obligations remaining in force.
17.6 Representative(s) given access to any Confidential Information must have a legitimate "need to know" and must have agreed, either as a condition of employment, representation or in a written agreement, to abide by terms and conditions substantially similar to those under the GTC. Each Party must promptly notify the other Party if it becomes aware that it or its Representatives violate the GTC. In any event, the Parties shall remain liable for any breaches of the GTC by their Representatives. "Representatives" are defined as the Parties' employees, directors, officers, affiliates as per Section 15 et seq. AktG, external consultants and contractors.
17.7 Notwithstanding the foregoing, Atmen shall have the right to use business information used on the Atmen Platform in aggregate and anonymous form solely for the purpose of compiling statistical and performance information or improving predictive capability in connection with the provision and operation of the Services. Atmen retains all intellectual property rights in such statistical information.
17.8 The confidentiality obligation in this Section 17 further applies to any and all Confidential Information received by the other Party before the signing of this Agreement and survives also after termination or end of this Agreement.
18.1 "IP Rights" means on a worldwide basis all rights of the following types, which may exist or be created under the laws of any jurisdiction (in each case whether registered or not): (i) trademarks, business names, domain names, trade name rights, work titles; (ii) patents, utility models, rights to inventions and design rights; (iii) copyrights, database rights and other rights associated with works of authorship, including exploitation rights, economic rights in software as set forth in Section 69b German Copyright Act (Urheberrechtsgesetz) and moral rights (Urheberpersönlichkeitsrechte); (iv) trade secret rights and rights in know-how; (v) any video, audio, or audiovisual content, images, written or other materials, technology, application, tool, process, code, source code, know-how, methodology, work, business plan, customer list, database, software, computer programs, inventions; (vi) any other proprietary rights in intellectual property; and (vii) rights in or relating to applications, registrations, renewals, extensions, combinations, divisions, continuations and reissues of, and applications for, any of the rights referred to in clauses (i) through (vi) above.
18.2 Atmen holds and retains all IP Rights on the Atmen Platform and Services, including all the exploitation rights enabling it to sell, install, modify and interface the software. These IP Rights are protected trademarks, and may not be copied, imitated or used, in whole or in part, without prior written permission by Atmen, or as expressly stated in the Agreement. Atmen has the right to grant licences to its Customers, including all associated intellectual property and other proprietary rights. Any rights not expressly granted to the Customer in an Agreement are reserved by Atmen. Unless stated otherwise in this Agreement, nothing shall be construed as granting to any party any IP Right, nor shall it affect the right of any Party to challenge the scope, validity, or alleged infringement of any IP Right.
18.3 Any Customer-owned intellectual or other property provided to Atmen in connection with the provision of the Services will remain owned solely by the Customer. Upon termination of the Agreement, the Customer will not receive updated data from Atmen in respect of the period after the effective date of any such termination; however, the Customer will retain a perpetual right to use the data received during the Contract Period as permitted by the Agreement.
18.4 In the event of a breach by the Customer of this Section 18, all rights granted hereunder shall automatically revert to Atmen. Any further use of the Atmen Platform and Services by the Customer thereafter shall constitute copyright infringement. Furthermore, Atmen reserves the right to delete infringing content as well as content containing viruses or other harmful components and/or to terminate the Atmen Platform provided hereunder.
19.1 The Customer shall only be permitted to offset claims that are undisputed by Atmen or have been legally established.
19.2 The Customer may not assign or transfer any claim under this Agreement without Atmen's consent.
19.3 The Customer shall only be entitled to rights of set-off or retention insofar as its mutual claim is recognised or has been legally established.
19.4 The exclusive place of jurisdiction for all disputes arising from and in connection with this Contract is Munich. Place of performance is the registered office of Atmen.
19.5 The law of the Federal Republic of Germany shall apply exclusively.
19.6 No oral ancillary agreements have been made. Amendments and additions to this Agreement, including this clause, must be in writing to be effective. This requirement for written form shall also apply to the repeal of this written form requirement.
19.7 Should a provision of this GTC be or become invalid or unenforceable in whole or in part, the validity of the other provisions is not affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision corresponding as closely as possible to the original economic intent.
Version 18.06.2026 - Effective 7 July 2026
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