Terms & Conditions

1. Scope and Contracting Parties

These Terms and Conditions ("T&C") apply to all contracts, deliveries, and services between Stackbox GmbH, Rüttenscheider Str. 120, 45131 Essen, Germany (hereinafter "Stackbox") and its clients (hereinafter "Client").

These T&C apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special public-law funds. Contracts with consumers within the meaning of Section 13 BGB are excluded.

The Client's own general terms and conditions shall only form part of the contract if Stackbox has expressly agreed to their application in writing. This requirement applies even if Stackbox commences performance with knowledge of the Client's terms without reservation.

Please note that the German version of these T&C ("Allgemeine Geschäftsbedingungen") is the legally binding version. This English translation is provided for convenience only.

2. Subject Matter and Service Description

Stackbox provides services in the areas of software development, system integration, and IT consulting, with a focus on companies operating in the eMobility sector. The specific scope of services is defined in the respective offer or individual service agreement (hereinafter "Service Order").

Typical services include:

• Conception, development, and implementation of integration platforms and connectors
• Integration of third-party systems (ERP, CRM, CPMS, PSP, and others) via APIs, webhooks, and other interfaces
• Automation of data processes and business workflows
• Technical consulting and system architecture
• Operation, maintenance, and support of integrated systems

Stackbox is entitled to engage subcontractors for the delivery of services, provided this is communicated to the Client and no legitimate interests of the Client are adversely affected.

Changes to the agreed scope of services require written agreement by both parties (Change Request). Stackbox will provide an effort estimate for any requested changes upon request.

3. Contract Formation

Offers from Stackbox are non-binding unless expressly stated otherwise. A contract is formed only upon Stackbox's written confirmation (including by email) of the Client's order, or upon commencement of performance.

The contract is governed by these T&C and the respective Service Order. In the event of a conflict, the Service Order takes precedence over these T&C.

Oral side agreements require written confirmation by Stackbox to be legally effective.

4. Pricing, Payment, and Due Dates

All prices are quoted in euros, net of applicable statutory VAT, unless otherwise stated in the Service Order.

Stackbox issues invoices monthly or upon project milestones as agreed in the Service Order. Invoices are due within 14 days of the invoice date without deduction, unless a different payment term has been agreed.

In the event of payment default, Stackbox is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate pursuant to Section 288(2) BGB. The right to claim further damages remains unaffected.

Travel costs and expenses are invoiced separately where agreed in advance.

Stackbox reserves the right to adjust prices with 30 days' notice to the next billing period. In such cases, the Client has a right of extraordinary termination.

5. Client Obligations

The Client is obliged to provide Stackbox with all information, access credentials, and documents required for service delivery in a timely and complete manner.

The Client shall designate a responsible contact person authorised to make binding decisions within the scope of the project.

Delays in service delivery attributable to incomplete or late cooperation by the Client shall not be the responsibility of Stackbox. Stackbox is entitled to invoice any resulting additional effort separately.

The Client is responsible for the lawful use of systems developed or integrated by Stackbox and for compliance with all applicable legal requirements (including data protection and regulatory compliance) in its operations.

6. Intellectual Property and Usage Rights

Stackbox retains all rights to pre-existing materials, frameworks, tools, and general methodologies used in the delivery of services. In respect of client-specific work results developed on behalf of the Client, Stackbox grants the Client a simple, non-transferable right of use for the agreed purpose upon full payment.

Stackbox is entitled to use concepts, methods, and generic know-how developed in the course of its general business activities for other clients, provided no confidential information of the Client is used in doing so.

The Client is not entitled to sell, sub-license, or make available to third parties any software or systems developed by Stackbox without Stackbox's prior written consent.

Stackbox is entitled to reference the project and describe it in case studies, unless the Client expressly objects.

7. Confidentiality

Both parties undertake to treat all confidential information obtained from the other party in the course of cooperation as strictly confidential and not to disclose it to third parties. Information is considered confidential if designated as such or if its confidential nature is apparent from the circumstances.

This obligation does not apply to information that is publicly available without breach of this agreement, or that was already known to the receiving party prior to disclosure.

The confidentiality obligation applies for the duration of the cooperation and for three years after its termination.

Stackbox commits its employees and engaged subcontractors to the same standard of confidentiality.

8. Warranty

Stackbox delivers its services with the diligence of a prudent business person and in accordance with the current state of technology. Stackbox warrants services to be free from defects as defined in the agreed specifications.

The Client is obliged to report identified defects in writing without delay. Stackbox has the right to remedy defects. If two attempts at remedy fail, the Client is entitled to an appropriate reduction in price or — in the case of material defects — to withdraw from the contract.

Warranty claims become time-barred one year after acceptance of the service, unless mandatory statutory provisions require longer periods.

Defects arising from errors in data, systems, or specifications provided by the Client are excluded from warranty.

9. Limitation of Liability

Stackbox shall be liable without limitation for damages resulting from injury to life, body, or health, and for damages arising from intentional or grossly negligent acts by Stackbox or its agents.

For simple negligence, Stackbox shall only be liable for breaches of material contractual obligations (cardinal obligations). In such cases, liability is limited to typically foreseeable damages, up to a maximum of the total fees invoiced to the Client in the relevant contract year.

Liability for loss of profit, indirect damages, and consequential damages is excluded to the extent permitted by law.

Stackbox is not liable for damages caused by improper use of delivered systems, third-party interference, or force majeure.

Claims by the Client for damages become time-barred one year after the Client becomes aware of the damage, and no later than three years after the damaging event.

10. Term and Termination

The contract term is governed by the respective Service Order. Unless otherwise agreed, a contract runs for an indefinite period and may be terminated by either party with three months' notice to the end of a calendar month.

The right to extraordinary termination for good cause remains unaffected. Good cause includes in particular cases where the Client is more than two months in arrears with payment and fails to pay after written reminder, or where a party materially breaches contractual obligations and fails to remedy the breach after written warning.

Terminations must be in writing (letter or email). Upon termination, services already rendered will be invoiced on a pro-rata basis.

Upon termination of the contract, Stackbox is entitled to shut down all systems developed or operated on behalf of the Client, unless a separate agreement on handover or continued operation has been made.

11. Data Protection

The processing of personal data in the context of the contractual relationship is carried out in accordance with applicable data protection law, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

Where Stackbox processes personal data on behalf of the Client, a separate data processing agreement (DPA) pursuant to Art. 28 GDPR will be concluded.

Further information on the handling of personal data can be found in Stackbox's Privacy Policy.

12. Governing Law and Jurisdiction

All legal relations between Stackbox and the Client are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with these T&C is Essen, Germany, provided the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany.

13. Miscellaneous

Should any provision of these T&C be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

Amendments and supplements to these T&C must be made in writing. This also applies to any waiver of the written form requirement itself.

Stackbox reserves the right to update these T&C with 30 days' prior notice. If the Client does not object within this period, the amended T&C shall be deemed accepted. In the event of objection, Stackbox has the right to terminate the contract at the end of the current contract term.