GENERAL TERMS FOR DIGITAL SERVICES

Effective as of 29.09.2025

1.
ABOUT THESE GENERAL TERMS

1.1.
Applicability

These general terms apply to all digital services (each a “Service”) provided by us pursuant to an agreement with you, and to all matters arising out of such a Service.

Each Service is governed by these general terms, the specific terms and conditions applicable for that Service (the “Service Terms”), and any terms and conditions referred to therein, including our privacy policy (all of the foregoing together are the “Terms”). The Service Terms shall prevail in case of conflict with these general terms in respect of matters arising out of the relevant Service.

In this context, “we” refers to the company in the DEFA group (www.defa.com) that is specified as the provider of the Service in the Service Terms, and “you” refers to the person or organisation subscribing to the relevant Service.

By ordering or using a Service, you acknowledge that you have read, understood, and agreed to the Terms. You may not proceed with ordering or using our Services if you do not agree with the Terms.

The Terms shall not apply to the provision of any goods, equipment, or software from or by us, even if these come bundled with a Service or vice versa. The Terms shall not apply to any services or offerings that are provided directly to you by third parties, and which are governed by an agreement between you and such third party, even if this is provided in connection with our Service or through an ordering process facilitated by us. We are not a party to or otherwise responsible for any such third-party service or offering.

The Terms may only be deviated from through a written agreement signed or otherwise confirmed by a duly authorised representative of us.

1.2.
Mandatory laws and consumer rights

The Terms shall not apply to the extent that they are contrary to mandatory law. In particular, mandatory provisions of consumer protection law shall apply and take precedence over any conflicting provisions in these Terms. For the sake of clarity, any references in the Terms to additional rights under consumer protection laws shall not extend to customers who are not consumers.

We will apply the consumer definition that follows from applicable consumer protection laws. You are normally considered a consumer if you are a natural person using a Service for purposes outside of your trade, business, craft, or profession.

The conclusion of distance or off-premises contracts for services to consumers within the EU/EEA area is governed by Directive 2011/83/EU, commonly known as the Consumer Rights Directive, as implemented in the relevant EU member state. The Consumer Rights Directive will in many cases award consumers a statutory right of withdrawal when ordering goods or services. Further information about these rights will be provided if you place an order for a Service while acting as a consumer.

The provision of digital content and digital services to consumers within the EU/EEA area against remuneration is governed by Directive 2019/770/EU, commonly known as the Digital Contents Directive, as implemented in the relevant EU/EEA member state. The Digital Contents Directive sets rules for contracts between businesses and consumers by, among other things, setting statutory minimum requirements for the quality of digital contents and services, including contract provisions and remedies in case of breach of contract.

2.
WHAT YOU CAN EXPECT FROM US

2.1.
Service level and quality

We shall provide each Service in accordance with the Terms. Each Service shall be of the description and quality, and possess the functionality and other features, as set out in the Service Terms at the relevant time. Mandatory provisions of consumer protection law may provide additional conformity requirements.

The availability of certain Services, and specific features of a Service, may vary by jurisdiction, device, category of user, and other criteria as determined by us, as well as the subscription alternatives selected by you for the Service.

You may utilise our customer service desk to request and receive support for your use of a Service. Unless otherwise stated in the Terms for a Service, our responsibilities shall be limited to delivering support in line with the industry standards of skill and care expected from a professional service provider, on an “as available” basis during our support opening hours.

2.2.
Service limitations

We assume no responsibility for any equipment, software, networks, or third-party services employed by you for the use of a Service.

A Service is only intended for the particular purpose(s) for which it is designed and marketed by us. We are not responsible for the use of a Service for any other purpose, and any other use shall be deemed unauthorized by us, even if such use is made known to us.

We shall not be obligated to offer any interoperability or interface between our Service and any third-party service that is not explicitly part of the Service. We are in any event not responsible for the availability or functionality of any third-party service.

Except as may explicitly follow from the Terms, or provisions of mandatory consumer protection laws, a Service is provided “as is.” To the extent that a Service shall be available to you on a continuous basis, we will use reasonable endeavours to provide the Service without interruptions, delays, or errors.

3.
WHAT WE WILL EXPECT FROM YOU

3.1
Your obligations

You agree to comply with the Terms when using a Service, and shall not use any Service in a manner that contradicts the Terms. You are solely responsible for your use of a Service, and any consequences thereof.

You shall do all such things as are reasonable to enable our delivery of a Service to you. Information that is necessary in order for us to provide you with a Service must be provided by you following a request from us. Some Services may require additional action from you to use certain functions or features.

3.2.
Registration and eligibility

To subscribe to or use a Service as an individual, you must be at least 18 years of age and reside in a country where the Service is offered by us.

To subscribe to or use a Service on behalf of a legal entity:

a)
an authorized representative of that organisation must agree to the Terms. You represent to us that you have the necessary authorisations if you subscribe to a Service on behalf of that entity; otherwise, you will be personally liable in accordance with the Terms;

b)
the owner of the subscription to the Service shall be the legal entity and not the individuals using it on behalf of the entity; and

c)
the legal entity shall be responsible for any individual using the Service on its behalf.

You must provide such information to us as is required for us to register your subscription and perform each Service, as further specified in the order form for the Service and/or the Service Terms.

Some Services also require that you register and create a user account with us, and some features of a Service might require that you register with third parties.

You are responsible for providing us with correct information, including your status as a consumer or non-consumer, when ordering any Service. Our acceptance of your registration or order does not constitute an acknowledgment or confirmation that the information from you is correct. We reserve the right to at any time independently assess and verify the information provided. Failure to provide accurate information, or to cooperate with our verification process, may result in suspension or limitation of access to the Service, or other appropriate measures as permitted by law.

You shall regularly review and update the information in your account to ensure its accuracy, and make any changes without undue delay as they occur.

Additional or deviating criteria may be set out in the applicable Service Terms.

3.3.
Safeguarding of user credentials

Some Services may require user credentials in the form of a username and password, or other authentication methods as specified for each Service.

If user credentials are provided to you for accessing a Service, you are responsible for keeping such user credentials secure from unauthorised persons. You are fully responsible for any use of a Service through your user credentials, unless this is caused by circumstances clearly outside of your control, such as hacking of your account that is not made possible by your negligent failure to protect the user credentials. We will never ask you for your account password in any communication with you.

If you become aware of any compromise or unauthorized access to your account credentials associated with a Service, you must take immediate measures to prevent misuse. This may include changing passwords or contacting us to secure the account, and may result in temporary unavailability of the Service.

3.4.
Restrictions on use

You shall not use a Service for purposes other than those explicitly authorised by the Terms; in a manner which may interfere with or disrupt the operation of the Service or the networks connected to the Service; in a manner which may result in the transmission through us of any content that is harmful, offensive, or violates the rights of others; in a manner that may impersonate or misrepresent your affiliation with any person or entity; or in a manner which may violate any applicable laws or regulations. You shall not attempt to circumvent any features or limitations of our Services, or the Terms, or act in any manner that is inconsistent with the principles of good faith, loyalty, and fair dealing in connection with our Services.

Your subscription to a Service is personal, and you shall not share or otherwise make a Service available to third parties. Any other form of redistribution or sharing of a Service, whether directly or indirectly and for whatever purpose, is prohibited unless explicitly agreed in writing with us. The foregoing shall not prevent you from sharing a Service with other persons in your household, or other persons on an occasional, non-commercial and fair use basis. Organisations may share a Service with their employees unless restricted by the Service Terms, on the condition that each such employee shall be deemed a separate user and require separate payment of any subscription fees. You remain fully responsible for any use of a Service by other persons.

3.5.
Technical requirements

We may specify technical requirements for equipment, software, network connections, etc. required to use a Service, which may also vary over time. Even if no specific requirements are set, the equipment, software, and network connections used by you shall be generally suitable for use with the Service and have performance capabilities that are normal for use with comparable services.

You are responsible for meeting any technical requirements for a Service, at your own expense, and failure to meet such requirements may result in reduced performance, limited functionality, or unavailability of the Service or certain features of the Service. We are not responsible for any issues caused by your failure to comply with any technical requirement.

4.
PRICES AND PAYMENTS

The prices for a Service are listed on our website and/or in the Service Terms. Prices may be amended with one (1) month’s prior written notice, with effect from the next billing period following the expiry of such notice period.

We may issue combined invoices if you subscribe to more than one Service, in which case your failure to pay such invoice in full shall be deemed a failure to pay for all the Services that are included on that invoice. If you have objections to any part of an invoice, you must notify us in writing as soon as possible, also setting out the reasons for your objection. You must pay any undisputed amounts, and you are not entitled to exercise any right of retention, set-off, or similar exceeding the amounts that are disputed.

Interest for late payment shall accrue according to the applicable statutory interest rate for late payments in your country of residence (as registered with us), including instances where an invoice is disputed without valid grounds. If no applicable statutory interest rate exists, late payment interest shall accrue at a rate equivalent to the central bank reference rate in your country of residence plus eight (8) percentage points, compounded at the end of each calendar month.

5.
DELIVERY

5.1.
Duration

We shall provide a Service from the commencement date that has been agreed with you. If no specific commencement time has been agreed, our delivery of the Service shall commence as soon as you have ordered the Service and we have taken the necessary steps to activate your access to the Service. The same shall apply to any changes to a Service.

Any Service that entails a fixed scope of delivery from us, such as Services entailing a one-off performance from us, shall be deemed as delivered and completed when we have fulfilled our delivery obligations to you in respect of that Service.

Any Service that shall be delivered on a continuous and time-limited basis, such as services that are agreed to be provided only during a fixed period, will be provided to you during such timeframe.

Any Service that shall be delivered on a continuous and time-indefinite basis, such as subscription-based services where no end date has been agreed, will be delivered continuously and be automatically extended for additional service periods until terminated or cancelled in accordance with the Terms.

5.2.
Temporary suspension or limitation

We may suspend or limit your access to a Service, in whole or in part:

a)
If you breach the Terms and fail to rectify such default, or you are informed of an alleged and reasonably documented default that you fail to disprove, within such reasonable timeframe as notified by us in writing;

b)
If we deem such action necessary to protect the security or integrity of the Service or your user account; to avoid unjust harm or liability to a third party, you, or us; to perform maintenance, upgrades, or changes to the Service; or for us to comply with applicable laws.

We will make reasonable efforts to notify you before effecting any suspension or limitation, and describe the reason for our action, except in cases where immediate action is necessary to comply with legal requirements, or to protect the legitimate interests of you, us, or a third party, and such measures are deemed as a fair and proportionate measure to protect such interest.

Suspensions and limitations that are permitted under this clause, including where we act on any reasonable suspicion of such circumstances, shall not entitle you to any refund, compensation, or price reduction regardless of cause. We shall lift any suspension or limitation as soon as we are satisfied that the relevant situation has been remedied, acting reasonably and in good faith.

5.3.
Right of withdrawal for consumers

If you are a consumer, you may have the right to withdraw from your purchase in accordance with applicable consumer protection laws. Detailed information about your right of withdrawal—including circumstances in which you may choose to waive this right—will be provided in connection with relevant orders.

In addition, mandatory consumer protection laws may entitle you to cancel a service as an alternative to exercising your right of withdrawal.

Please refer to clause 1.2 above for further details regarding consumer protection laws and your rights.

6.
DEFECTS AND DEFAULTS

6.1.
Introduction

A defect occurs if a Service fails to meet the agreed service level or quality, and this is attributable to circumstances for which we are responsible. Short and insignificant interruptions in our provision of a Service, that do not reoccur frequently, are not considered defects regardless of cause.

A default occurs if either of us fails to comply with the Terms, and includes defects in the Service. The provisions regarding defects shall apply correspondingly to a default, insofar as this is relevant and practicable.

Where a Service is provided over a period of time, such as a subscription-based service, your rights and remedies relating to any defect shall be limited and proportional to the duration of the defect.

Additional rights in respect of defects and other defaults may follow from mandatory consumer protection laws, see clause 1.2 above. The below clauses shall only apply to the extent that they do not conflict with such laws.

6.2.
Obligation to notify

You should promptly notify us in writing upon discovering any defects in a Service, or any default by us. The notice should clearly describe the nature of the defect, so as to enable us to investigate and replicate the issue.

Your failure to provide notice without undue delay from the time the defect was discovered, or should have been discovered, will result in loss of your rights pertaining to the defect. However, this shall not prevent you from making a claim relating to any future delivery of the Service if the defect still persists, nor shall it preclude any additional notice deadlines awarded by mandatory consumer protection laws.

6.3
Right of rectification

We shall have the right to rectify any defect by redelivering or bringing the Service into conformity with the agreed requirements, unless the serious nature of the defect makes such request from us unreasonable, and provided that we shall notify you about this without undue delay from receiving your notification of defect. You are not entitled to claim compensation or terminate the Service due to a defect if we rectify the defect within a reasonable timeframe.

In cases where a defect is caused by an error in our Service platform, and the defect is only minor in nature, we may choose to address the issue through planned upgrades or fixes to the Service platform.

We reserve the option to provide a price reduction, instead of rectification, if the costs associated with rectifying a defect are deemed to be disproportionate to the impact of the defect on the use of the Service.

6.4.
Right to price reduction

You may claim a price reduction or damages if the rectification of a defect is not carried out within a reasonable time.

A price reduction shall reflect the significance of the defect for use of the Service, taking into consideration the decreased value of the Service due to both the nature and duration of the defect. Any price reduction payable shall only become due 14 days from when we received your claim for a price reduction, and on the condition that your claim is otherwise valid.

Our liability to pay damages to you is subject to ordinary principles of damages under applicable laws, and the limitations of liability set out in the Terms.

6.5.
Cancellation (termination without cause)

You have the right to cancel a Service at any time, by written notice to us, by contacting our customer service desk, or through the account management features of the Service if such functionality is provided with the Service. A cancellation of a subscription-based Service will take effect at the end of the current billing period.

If we have agreed on a specific commitment period or similar restrictions for a Service, the cancellation will become effective only when the commitment period expires. You may require that the cancellation becomes effective prior to the expiry of the commitment period, provided that you will be liable for the direct losses incurred by us from your cancellation, or a standardised compensation if that follows from the Terms.

We are entitled to cancel a Service at any time with three (3) months’ prior notice if we decide to discontinue our provision of a Service or if there are other just reasons for such cancellation.

In case of cancellation, we shall refund any amounts paid by you relating to the period after the cancellation takes effect. Any such payment shall become due 14 days from the time of the cancellation becoming effective.

The rights and obligations under the Terms in relation to a Service will cease when the cancellation becomes effective, except for those that are clearly meant to survive cancellation.

6.6.
Termination for cause

You may terminate our delivery of a Service to you, effective immediately, if there is a defect in the Service that is not minor and is not remedied by us within the applicable deadline for rectification.

Either of us may terminate the delivery of a Service by providing written notice, effective immediately, if the other party has committed a significant default, is notified in writing thereof, and fails to remedy the default within 30 days of receiving such prior written notice, or such other deadline as may follow from mandatory consumer protection laws.

In the event of your termination due to our default, we shall reimburse you for the price paid by you for the period during which the Service has been defective, but not for periods during which the Service has not been defective. Additionally, we shall refund any pre-paid amount for the period after the termination takes effect. Any such payment shall become due 14 days from when we received your notice of termination.

In the event of our termination due to your default, any amounts accrued and payable to us shall immediately become due and payable.

The rights and obligations under the Terms in relation to a Service will cease when the termination becomes effective, except for those that are clearly meant to survive termination.

6.7.
Limitations of liability

Our liability for defaults in relation to a Service is limited to cases where the relevant default and damage is caused by our negligence. We are in any event not responsible for any circumstances beyond our control that prevent us from delivering a Service or otherwise complying with the Terms. Such circumstances may include, but are not limited to, power outages, cyberattacks, failure or unavailability of electronic communications networks, and failure or unavailability of interconnecting services, shared service platforms, or infrastructure provided by third-party vendors (such as public cloud service providers).

We shall only be liable for direct losses, and this excludes any loss of profit, loss of productivity, any claims from third parties, and any other loss or damage of indirect or consequential nature.

In relation to loss or corruption of your data, and provided that we are responsible for such loss, our liability is always limited to making reasonable efforts to restore the data from a backup copy.

Our overall liability for defaults in a Service shall in any event be limited to the amounts invoiced to you for the relevant Service for the specific calendar month(s) in which the defect occurred.

The above limitations of liability shall not apply to the extent that you have additional rights under mandatory consumer protection laws.

7.
INTELLECTUAL PROPERTY RIGHTS

7.1.
Your rights and obligations

You are granted a limited right to use a Service in accordance with the Terms, including any Service platform used by us for the provision of the Service to you, provided that you have paid any fees and other amounts payable for the Service under the Terms.

You retain the intellectual property rights to all data and information uploaded to our Service platform through use of your user credentials. You represent that neither your uploading of information to our Service platform, nor our subsequent processing of such information in accordance with the Terms, will infringe any third-party rights.

You shall not attempt to modify, adapt, translate, reverse engineer, decompile, or disassemble any software or service provided to you in connection with our Services, or create derivative works based on a Service or its contents. You shall not remove, alter, or obscure any proprietary notices contained in or originating from a Service.

7.2.
Our rights and obligations

Our Services, including all intellectual property rights therein, are and shall remain our exclusive property (or that of our third-party licensors). We retain all rights to our Service platforms, which include any hardware, software, and other systems used by us in providing our Services. Nothing in the Terms shall be construed as transferring any ownership or other proprietary rights from us to you. References to “us” in this context may also include our licensors.

You shall grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use any information uploaded to our Service platform through use of your user credentials. We may utilize such information for the purpose of delivering and improving the Service, enhancing the overall quality of our Services, developing new Services, and such other purposes as may be set out in the Service Terms. This may also include leveraging such data for machine learning purposes, and other uses as may be specified in the Service Terms. Notwithstanding the foregoing, our use of your data shall be in compliance with applicable data protection laws and otherwise in accordance with the Terms.

The rights to any data associated with or created through a Service, other than data which pursuant to the Terms shall remain yours, shall vest exclusively with us. This includes, but is not limited to, any metadata, usage data, or similar information generated or derived from your use of the Service. We maintain ownership of any such data and its derivatives, and you shall not have any rights to such data except as may be granted by applicable mandatory law.

If you provide us with any feedback, suggestions, or ideas regarding a Service, we shall have an unlimited, non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such input into our Services, and to transfer and sublicense such input in whole or in part. Any use of such input shall be at our own risk.

8.
CHANGES TO SUBSCRIPTIONS AND SERVICES

8.1.
Your subscription management

You may request changes to your subscription for a Service, to the extent that we offer various alternatives for the Service, and subject to any commitment periods or similar that we may have agreed.

We will endeavour to process your change requests as soon as possible within normal business hours. Changes requested by you shall only be considered accepted by us when they have been confirmed by us in writing, or otherwise have been implemented by us in our delivery of the Service to you. We may also require reasonable proof of identification and authority in connection with our processing of any change request. This is to ensure clarity, and to avoid misunderstandings and misuse regarding the changes to your subscription.

8.2.
Our right to make changes

We continuously strive to enhance and improve our Services. As part of this, we reserve the right to make changes to a Service. These changes may encompass various aspects of the Service, such as introducing new features, modifying user interfaces, updating the requirements and specifications for the Service, and revising the Terms. We may also choose to introduce new features as payable add-ons or as individual services that you must specifically subscribe to.

We will provide at least one month’s advance notice to you whenever changes to a Service are planned to take effect. Such notice will be sent to the e-mail address you have registered with us, and by posting the changes on our website. We reserve the right to implement changes sooner if our continued provision of the Service without such changes would become unduly burdensome due to circumstances beyond our control.

Changes to a Service that do not alter its specifications or affect your use of the Service in a noticeable and substantial manner (such as bug fixes, minor improvements, routine updates, and changes to backend systems) are part of our regular maintenance and improvement activities to ensure the optimal functioning of each Service. They are not to be considered changes in this context. We may also choose to introduce new features and updates to a Service without notice if such changes have no, or only minor, effects on your use of the Service.

We reserve the right to remotely modify settings, or perform updates of software in any equipment associated with a Service, if this is needed or beneficial for our continued provision of the Service, or to prevent misuse of the Service, without notifying you or seeking any further consent from you. We shall not be obliged to perform such changes, and our ability to perform such changes will also depend on us having necessary access. We shall be entitled to suspend our provision of a Service to you if we are not able or allowed to perform or verify such modifications and updates.

Our ability to make changes to a Service may be subject to mandatory consumer protection laws. In certain circumstances, these laws may also grant you additional rights, including the right to cancel the Service. We will notify you accordingly if we determine that any such rules apply to a particular change.

9.
DATA COLLECTION AND CONFIDENTIALITY

Protecting your personal information is important to us. Our privacy policy (available on our website) explains what personal information we collect from you, how and why we collect, store, use, and share such information, your rights in relation to it, and how to contact us and supervisory authorities if you have a query or complaint.

We may collect and use technical data from a Service that might include, for example, the specifications of your device and its software in order to help us improve our Services and provide updates and support.

We will use reasonable commercial endeavours to keep any data provided to us by you confidential and not disclose it to any unauthorised person. The confidentiality obligation shall not apply to information that is or becomes part of the public domain, any information which we have received or developed independently of any confidentiality obligation to you, any sharing of information required of us to comply with a legal requirement or a court order, or any sharing of information that is necessary to perform our Service to you. We shall also be entitled to share confidential information with any of our sub-suppliers as necessary to deliver the Service to you, provided they have undertaken a corresponding duty of confidentiality towards us.

10.
COMMUNICATION

Any communications from you to us regarding a Service should be directed to our customer service desk. Contact details can be found at www.defa.com. Individual Services may also allow for support through other means of communication, as may be further specified for that Service.

To ensure security and prevent misuse, we reserve the right to conduct reasonable identification checks and to apply reasonable authentication measures before acting on any instructions from you to modify, cancel, or terminate your subscription to a Service. We shall not be liable for acting on any instruction which we in good faith believe to have originated from you.

We may both use the designated contacts and contact details specified for a Service, including electronic communication methods.

11.
ASSIGNMENT

We are entitled to share or transfer our rights and obligations in relation to any Service, in whole or in part, to other companies within our group or to third parties in connection with a sale or transfer of the business associated with such Service.

Any Service that is tied to a specific device supplied by us will follow the device in case of a sale or other transfer of ownership, and the rights and obligations in relation to such Service shall be exercisable by whoever is the current owner of such a device.

Any other assignment to a third party requires the prior written consent of the other party, not to be unreasonably withheld.

We may freely engage third parties to assist us, and use third-party services, in delivering a Service to you.

12.
CHOICE OF LAW AND VENUE

12.1
General

The Terms, and any claims arising from them or out of a Service, shall be governed solely by the laws of the jurisdiction in which we are incorporated, without regard to its conflict of laws principles. Any disputes that cannot be settled amicably shall be exclusively resolved by the ordinary courts of that jurisdiction, and the legal venue shall be that of our registered office address in that jurisdiction.

12.2.
Additional rights for consumers

If you are a consumer, you are entitled to bring any claim before the ordinary courts of your country, in accordance with the consumer protection laws of your country, notwithstanding any contrary provision of these Terms.

In accordance with Directive 2013/11/EU on alternative dispute resolution for consumer disputes (commonly known as the “ADR Directive”), consumers residing in the EU/EEA area have the right to seek alternative dispute resolution for disputes arising from the purchase of goods or services online. These mechanisms are intended to provide a simple, efficient, fast, and low-cost out-of-court solution to disputes between consumers and traders. They supplement, but do not replace, your right to bring claims before the ordinary courts.

The list of consumer dispute resolution entities in the EU Member States, Norway and Iceland and their contract data is available here: https://consumer-redress.ec.europa.eu/dispute-resolution-bodies.