General terms and conditions
for using autarc software

(as of December 2024)

‍§ 1 Scope

‍(1) These general terms and conditions (”TERMS AND CONDITIONS“) of autarc GmbH, Hoppestraße 31, 13409 Berlin, registered in the commercial register of the Charlottenburg District Court under HRB 249005, (”self-sufficient“) apply to the use of autarc sales and planning software for heat pumps and heating systems (”softwares“) by the customer.

(2) Autarc's special conditions for additional modules such as the additional module Funding or the additional module In-house Training remain unaffected by these terms and conditions. For the additional modules, the respective special conditions apply in their current version.

(3) autarc provides its services exclusively to customers who are entrepreneurs within the meaning of § 14 BGB.

(4) Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if autarc expressly agrees to their validity in text form.

§ 2 Subject matter of the contract

‍‍(1) autarc makes the software available to the customer for paid use limited to the contract period. The software is provided via software-as-a-service (”SaaS“) and is called”Service“referred to.

(2) The customer can choose between three different subscription plans for the software:”Basic package“,”premium package“and”Enterprise package”. Each package has its own range of functions, which are described on the autarc website. For each subscription plan, the customer can choose between a monthly or annual billing period (”monthly plan“or”annual plan“) select.

(3) For the use of the software, the customer pays the remuneration specified in Section 8 independently.

(4) In addition to the service, the customer has the option of booking paid additional modules, such as the additional module Funding or the additional module Inhouse Training. The additional modules may be subject to separate autarc terms and conditions.

‍§ 3 Conclusion of contract

‍(1) In the case of the basic package and the premium package, the contract is concluded as follows:

(a) The customer makes an appointment on autarc's website to demonstrate the software by entering the required data in the input fields, agreeing to the processing of his personal data in accordance with autarc's privacy policy by clicking on the appropriate box, and completing the appointment booking by pressing the corresponding button.

(b) If, after the demonstration of the software, there is interest in the basic or premium package, the customer will receive a registration link for the software from autarc. autarc reserves the right to send the customer a registration link before the demonstration.

(c) In the further course of the registration process, the customer enters further required data in the input fields, selects a subscription plan and billing period and accepts these terms and conditions and autarc's privacy policy in their current version by clicking on the corresponding box.

(d) By clicking on the “subscribe for a fee” button, the customer submits a binding offer to autarc to conclude a subscription contract including these terms and conditions. Until this button is pressed, the customer can check and correct their entries.

(e) autarc then sends the customer an automatic confirmation of receipt by email, in which the customer's order is listed again. The automatic confirmation of receipt only documents receipt of the order by autarc and does not represent an acceptance of the customer's offer. The subscription agreement (”treaty“) only comes into effect when the customer's offer is completed by setting up and opening a customer account (”Account“) accepts.

(2) In the case of the Enterprise package, the contract is concluded as follows:

(a) The registration process starts as described in section 3.1 (a).

(b) If, after the demonstration of the software, there is interest in the enterprise package, autarc will send the customer an offer to conclude a subscription contract including these terms and conditions.

(c) The contract is concluded upon receipt by autarc of the offer signed by the customer (electronic signature using recognized digital signature software, e.g. Docusign, sufficient). After conclusion of the contract, autarc creates an account for the customer and activates it.

(3) autarc will send the contract text to the customer by email after conclusion of the contract. The contract text is stored by autarc and is no longer accessible to the customer after conclusion of the contract.

(4) By registering, the customer guarantees that he is acting in his capacity as an entrepreneur. By registering as a customer on behalf of a company, the natural person who registers as a customer guarantees that they are legally authorized to act for the company.

(5) The language available for the conclusion of the contract is German.

‍§ 4 Functions and use of the software

‍(1) The software includes the features described in the description of the subscription plan selected by the customer.

(2) The software contains dashboards for the customer, his team members and end customers. In their dashboard, the customer can manage their end customers, projects, products and team members, among other things. The dashboard for end customers is called”End customer portal“referred to.

(3) The customer is solely responsible for managing the end customer portal and its use by his end customers. He can invite end customers to use the end customer portal. autarc is not involved in the contractual relationships that the customer enters into with his end customers.

(4) The customer can use the software via an Internet browser of their choice or using the autarc app. He has the option to download the software both online (”online operation“) as well as offline (”offline operation“) to be used.
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(5) The customer receives a simple, non-transferable, non-sublicensable, revocable right limited to the contract period to use the software in accordance with the terms of this contract. However, the customer is entitled to grant its end customers sublicenses to use the software exclusively to the extent necessary to use the end customer portal.

(6) The customer can change the subscription plan selected by him in his account during the contract period. The subscription plan change takes effect after the billing period in which the adjustment is made.

(7) The customer can pause or delete his account. It is only possible to pause the account if the customer has opted for a monthly plan. If he has only paused his account, he can reactivate it at any time. The account can be paused for a maximum of one month per calendar year.

(8) The customer is not entitled to make the software available to third parties (with the exception of team members and end customers), to copy, decompile, reverse engineer or edit it.

(9) autarc is entitled to monitor and, if necessary, enforce the contractual use of the software through suitable technical measures, e.g. by restricting or blocking access to or deleting content that the customer or his team members have posted in the software in violation of applicable law or these terms and conditions. autarc also reserves the right to change the login details of the customer or his team members for security reasons; in such a case, autarc will inform the customer immediately.

(10) autarc only provides the IT functions of the software. autarc is not responsible for establishing and maintaining the data connection between the customer's IT systems and the router output of the AUTARC data center or the data center of its subcontractor via whose server the software is operated (”transfer point“). autarc is not responsible for faults beyond the transmission point.

(11) The provision of the necessary Internet access is not part of the contract. The customer is responsible for the procurement and maintenance of the necessary hardware and connections to public telecommunications networks. autarc is not liable for the security, confidentiality and integrity of data communication that takes place via external communication networks. autarc is also not liable for data transmission disruptions caused by technical errors or configuration problems on the part of the customer.

(12) autarc intends to use the latest technology and is entitled to regularly carry out or introduce updates, new versions or upgrades of the software in order to adapt the software to new technical or commercial requirements, to implement new functions or to make changes to existing functions in order to improve the software.

(13) For the term of the contract, the customer grants autarc a simple, transferable and sub-licensable right to use the data entered into the software by the customer, his team members and end customers for the purpose of providing the service in accordance with the provisions of this contract. autarc is also entitled to store the data in a failure system or separate emergency data center. In order to eliminate faults, autarc is also entitled to make changes to the structure of the data or the data format.

(14) The customer agrees that autarc may freely use, utilize and further develop all non-personal data provided by the customer, its team members and end customers and the customer's feedback for the purpose of designing, marketing, further developing, optimizing and providing the software.

‍§ 5 Add and remove team members

‍(1) The customer can add users to their account at any time (in each case”team member“) and remove. Unless otherwise agreed, the customer can add an unlimited number of team members to their account. There is a fee to add team members. The fee and billing arrangements are based on Section 8. In the case of the Enterprise package, the fee, fees and billing modalities are based on the contract concluded between the parties in accordance with Section 3.2.

(2) The customer adds a new team member by entering the required data in the input field provided and sending an invitation by pressing the appropriate button. The invited team member is added to the customer's account as soon as the team member has confirmed the invitation and has chosen a password for their account.

(3) The customer can assign roles and access rights to team members.

(4) The customer can remove a team member by selecting the desired team member in the software dashboard and deleting their profile by pressing the appropriate button.

‍§ 6 Customer's obligations to cooperate

‍(1) The customer is obliged

(a) not to share your login details with third parties and to protect them from access by third parties;

(b) to inform autarc immediately in text form if misuse of the software is suspected;

(c) only to transfer data, texts, images and other content to the software that is compatible with applicable law, does not infringe the rights of third parties and that the customer is fully entitled to transfer;

(d) not to submit any data to the software that contains viruses or other harmful components; and

(e) only to transfer data and other content to the software that is accurate and complete;

(f) To inform team members and end customers of these obligations and to oblige them to comply with them.
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(2) The customer is solely responsible for all content and processed data uploaded and/or used by him, his team members or end customers as well as any legal positions necessary for this purpose. The customer and his team members are also solely responsible for properly and regularly backing up their data (in particular when using the software offline).

(3) The customer is obliged to thoroughly check the data, texts, images and other content that he creates or manages using the software or that the software creates for him, for accuracy and suitability for the use intended by the customer and to use them only after such verification, in particular vis-à-vis his end customers. The customer is solely responsible for the use of such data, texts, images and other content.

(4) If the customer uses the LiDAR scan, he is solely responsible for checking the accuracy of the room geometries captured using the scan and, if necessary, carrying out his own measurements. The customer is aware that the room geometries captured using the LiDAR scan may differ from the actual room geometries. autarc is not responsible for deviations of the room geometries recorded using the LiDAR scan from the actual room geometries.

(5) The customer releases autarc from all claims (in particular from claims arising from violations of copyright, competition, trademark or data protection law) by third parties, in particular its end customers, which are asserted against autarc in connection with the use of the software by the customer or his team members, provided that these claims are not based on intentional or grossly negligent conduct by autarc, autarc's legal representatives or vicarious agents Fens are based. This indemnification obligation includes reimbursement of reasonable costs that arise autonomously in asserting or defending its rights in this context.

‍Section 7 Service Level

‍(1) autarc guarantees software availability of 98% on an annual average.

(2) Availability means the customer's ability to use all contractually agreed main functions of the software. Maintenance periods are considered periods of availability of the software. Periods of minor disruptions (faults which do not or only marginally affect the use of the software) are not taken into account when calculating availability.

(3) The customer is obliged to immediately and as precisely as possible automatically malfunctions in the software using the live chat or by e-mail to support@autarc.energy to display. The customer can access the live chat via their account. Fault reporting and repair is guaranteed Monday to Friday (excluding public holidays at the autarc headquarters) between 9:00 a.m. and 6:00 p.m. (”Service hours“).

(4) autarc will endeavour to rectify faults that cause a failure of the software or significant parts of it, even outside service hours, within 24 hours of receipt of the report, provided that the report is made within service hours. If it is foreseeable that it will not be possible to remedy the fault within this period of time, autarc will immediately inform the customer of this and inform the customer that the time period is expected to be exceeded.

(5) Maintenance work will be carried out autonomously between 0:00 and 6:00 unless it has to be carried out at another time due to compelling reasons. Longer interruptions are notified to the customer at an early stage.

(6) autarc is not liable for availability disruptions for which autarc is not responsible, in particular if they are caused by the customer, his team members, the telecommunications service provider, the customer's access provider or the mobile phone provider of the customer or otherwise by third parties beyond the control of the provider.

‍§ 8 Remuneration and terms of payment

‍(1) Autarc's remuneration depends on the subscription plan and billing period selected by the customer.

(2) If the customer chooses the basic package or the premium package, he is obliged to pay a one-time set-up fee and a recurring subscription fee for the service, in each case as stated in the description of the package selected by the customer. The set-up fee and subscription fee must be paid in advance by the customer.
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(3) The customer can choose whether he wants to pay the subscription fees monthly or annually in advance. The focus is always on contract months or contract years, not calendar months or calendar years. The respective billing period begins after the end of the free trial period as defined in Section 10.

(4) For each team member that the customer adds to his account, the customer automatically pays a recurring team membership fee in the basic or premium package from the time the team member is invited within the meaning of section 5.2, as stated in the description of the package selected by the customer. autarc charges the team membership fee monthly and annually in the annual plan. If the customer removes a team member, the team membership fee for the removed team member is waived in the monthly plan with effect from the start of the contract month following the removal of the team member, in the annual plan with effect from the start of the contract year following the removal of the team member.

(5) If the customer chooses the Enterprise package, he is obliged to pay the set-up fee, the subscription fee and the team membership fee independently for the service, as agreed in the contract concluded between the parties in accordance with Section 3.2.

(6) If the customer decides to pause or delete and activate his account or then creates another account with the same customer and company information, he does not have to pay the set-up fee again. The customer does not have to pay the subscription fee or the team membership fee while pausing their account.

(7) All prices are exclusive of statutory value added tax in the amount owed in each case.

(8) The payment methods listed on autarc's website are available to the customer for payment of the fees set out in Section 8. Only if the customer chooses the Enterprise package is the “pay on account” payment method available to him for a processing fee. For payment processing purposes, autarc works with the payment provider Stripe.

(9) autarc's claim for compensation exists regardless of whether the customer actually uses the software.

(10) If the customer delays payment of a payment due by more than four weeks, autarc is entitled to block the account or suspend the ability to use the software after a prior reminder with a deadline and expiry of the period. autarc's claim for compensation remains unaffected by the blocking. autarc will immediately remove the blocking after payment of the arrears. The right to block the account or to suspend the ability to use the software exists as a more lenient means even if autarc has the right to extraordinary termination.

‍§ 9 Duration and termination

‍(1) The term of the contract depends on the billing period selected by the customer. If the customer opts for a monthly plan, the contract has a minimum term of one month and is automatically extended by another month, unless one of the parties terminates the contract at the end of the respective contract month. If the customer opts for an annual plan, the contract has a minimum term of one year and is automatically extended by another year, unless one of the parties terminates the contract at the end of the respective contract year.

(2) The right to extraordinary termination for good cause remains unaffected. There is an important reason for autarc in particular if the customer breaches its obligations under Section 6 or Section 14.

(3) Terminations must be made in writing to be effective.
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(4) Upon termination of the contract, for whatever reason, the customer's right of use expires and he no longer has access to the software.

‍§ 10 Test phase

‍(1) Unless otherwise agreed in writing by the parties, the customer may test the software free of charge during the test phase in accordance with the provisions of this Section 10.

(2) The customer uses the software free of charge for the first 14 days after conclusion of the contract. The customer must only pay the remuneration owed in accordance with Section 8 if the contract is continued after the test phase has ended.

(3) The contract period in accordance with Section 9.1 begins with the conclusion of the contract.

(4) During the 14-day test phase, either party can cancel the contract without notice at the end of the test phase.

‍§ 11 Liability and Compensation

‍(1) autarc is fully liable for intent and gross negligence on the part of autarc, its vicarious agents and legal representatives; autarc is only liable for simple negligence in the event of a breach of essential contractual obligations. Significant contractual obligations are those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, and whose breach, on the other hand, jeopardizes the achievement of the purpose of the contract.

(2) Liability for the breach of essential contractual obligations is limited to the damage typical of the contract, which autarc should have foreseen upon conclusion of the contract due to the circumstances known at that time.

(3) The faultless liability in accordance with Section 536a (1) BGB for defects in the software that existed at the time of conclusion of the contract is excluded, unless the defect concerns a feature of the software that is essential to the service.

(4) autarc is only liable for loss of data or damage resulting from such loss in accordance with the previous paragraphs if the customer could not have prevented this loss by taking appropriate data backup measures.

(5) autarc assumes no liability for cloud failures.

(6) The above limitations of liability do not apply when express guarantees are given, for claims due to lack of warranted features or for damage due to injury to life, limb or health. Liability under the Product Liability Act also remains unaffected.

(7) Liability is otherwise excluded. This liability provision also applies in favour of autarc's legal representatives and vicarious agents if claims are made directly against them.

‍§ 12 Statute of limitations for claims

‍Claims by the customer arising from the breach of an obligation that does not consist of a defect expire, except in the case of intent or gross negligence, within one year from the start of the statutory limitation period. This does not apply if the relevant damage suffered by the customer is personal injury. Personal injury claims expire within the statutory limitation period.

‍§ 13 Data protection

‍(1) The customer is obliged to use the software exclusively in accordance with applicable data protection laws.
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(2) With regard to the processing of personal data of the customer and third parties by autarc, the parties conclude the order processing agreement attached to these terms and conditions.

‍§ 14 Confidentiality

‍(1)”Authorized recipient“is the recipient, its organs, employees and agents, in each case to the extent necessary to fulfill the obligations under this contract (=”Need-to-know principle“).

(2)”Confidential information“means all information, data, know-how and expertise of a scientific, technical, engineering, operational, marketing, commercial or economic nature, whether in digital or other recorded form, and which is marked as confidential or is confidential in nature and is disclosed or made available to the recipient by the disclosing party.

(3) The recipient undertakes

(a) to keep all Confidential Information strictly confidential and not to disclose it in text form to third parties (with the exception of Authorized Recipients) without the prior consent of the disclosing party;

(b) to use all Confidential Information exclusively for the performance of obligations under this Agreement and not for any other purpose;

(c) to take appropriate, at least standard, measures to protect confidential information from loss and unauthorised access, and at least take the steps by which the recipient protects particularly sensitive information about its own business; and

(d) to immediately notify the disclosing party if the recipient learns that Confidential Information has been disclosed to or obtained from a third party (except as permitted under this Agreement).

(4) The obligations under Section 14.3 do not apply insofar as

(a) the disclosing party has previously consented to the disclosure in writing in individual cases;

(b) an eligible recipient is required to disclose information by court or administrative order or by a provision of applicable law;

(c) the disclosure is made in strict compliance with mandatory provisions of applicable law which expressly permit disclosure;

(d) the information is publicly known at the time it is disclosed or becomes public after it has been disclosed, unless it was disclosed directly or indirectly as a result of a breach of the confidentiality agreement contained in this Section 14; or

(e) information was provided to the recipient on a non-confidential basis by a source other than the disclosing party or its professional advisors, provided that the recipient did not know and could not reasonably have known that that source was bound by a confidentiality agreement with the disclosing party.

(5) If an Authorized Recipient is required or entitled to disclose Confidential Information in accordance with Section 14.4 (b) or Section 14.4 (c), he must, to the extent permitted by law, inform the disclosing party of the required disclosure, discuss with it possible steps to avoid or limit disclosure, and take all necessary measures.

(6) The recipient shall ensure that any Authorized Recipient who receives Confidential Information is made aware of the terms of the confidentiality agreement contained in this Section 14 (before disclosure of Confidential Information), with the exception of Eligible Recipients who are consultants and are subject to professional secrecy under statutory provisions. The recipient is liable for breaches of the confidentiality agreement contained in this Section 14 by its beneficiaries in the same way as for its own breaches.

(7) The recipient agrees, at the request of the disclosing party, to immediately return or delete all documents or other materials (including notes, analyses, or memoranda) that represent or contain confidential information of the disclosing party to the disclosing party, unless they are digital copies that have been automatically created by digital backup and the deletion of which would cause unreasonable effort to store the Recipient is required under applicable legal provisions or for materials that the recipient has a legitimate interest in storing for the purpose of obtaining evidence.

(8) The customer agrees that autarc may disclose the cooperation between the parties for marketing purposes and may also use the customer's company logo in this context. The customer can withdraw this consent at any time by making a written statement.

(9) The obligations under Section 14 shall continue to apply for a period of three years after termination of the contract. Notwithstanding the foregoing, Confidential Information will be kept strictly confidential, subject to the terms of this Agreement, to the extent and for the period of time that it is not returned, destroyed, or deleted in accordance with Section 14.7. Notwithstanding the foregoing, the recipient shall keep Confidential Information referred to or marked as a Trade Secret confidential in accordance with the terms of this Agreement for as long as such Confidential Information is considered a trade secret.

‍§ 15 Amendments to these terms and conditions

‍(1) autarc shall notify the customer of intended changes to these terms and conditions in text form no later than two months before they come into force.

(2) The changes offered by autarc will only be effective if the customer accepts them, possibly by means of fictional consent.

(3) The customer's silence is only considered an acceptance of the change offer (”Fiction of consent“),

(a) if autarc's offer of change is made to restore compliance with these terms and conditions with a changed legal situation because a provision of these terms and conditions (i) no longer meets the legal position as a result of a change in laws, including directly applicable legislation of the European Union, or (ii) as a result of a final court decision, including by a court of first instance, becomes ineffective or can no longer be used or (iii) as a result of a binding decision of a competent national or international authority no longer complies with the law, or

(b) the changes intended by autarc are not disadvantageous for the customer (in particular if these changes are intended to adapt these terms and conditions to an extended or optimized range of autarc's services or a technical development of the software), and

(c) the customer has not rejected autarc's offer of change before the intended changes come into force. autarc is obliged to inform the customer of the consequences of its silence in the change offer.

(4) The fiction of consent does not apply to significant amendments which

(a) relate to the main performance obligations of the contract and the charges for main services,

(b) amount to the conclusion of a new contract, or

(c) would significantly shift the previously agreed balance of performance and consideration in favour of autarc.

In these cases, autarc will obtain the customer's consent to the changes in another way.

(5) If autarc makes use of the fiction of consent, the customer may cancel the contract before the intended changes come into force in accordance with Section 9.2. autarc is obliged to inform the customer of this right of termination in the change offer.

‍§ 16 Final Provisions

‍(1) The customer is only entitled to offset, reduce and/or withhold against autarc if his claim is undisputed or has been legally established. In addition, the customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. The customer's right to reclaim compensation not owed remains unaffected.

(2) Unless otherwise provided for in this contract, amendments or additions to the contract must be made in writing in order to be effective, and reference must be made expressly to the contract. This also applies to an agreement that deviates from this written form requirement.

(3) The customer is not entitled to transfer or assign the contract or rights arising from it in writing without the prior consent of autarc.

(4) The written form within the meaning of this contract is also maintained by sending a copy that shows a replica of the signature (such as PDF or Docusign), but not by simple e-mail.

(5) This contract is subject exclusively to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(6) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Berlin. autarc is also entitled to sue at the customer's registered office.

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Special conditions for the additional module Funding

(as of December 2024)

‍‍§ 1 Scope

‍(1) These special conditions (”Special funding conditions“) of autarc GmbH, Hoppestraße 31, 13409 Berlin, registered in the commercial register of the Charlottenburg District Court under HRB 249005, (”self-sufficient“) apply to the use of support services provided by autarc in connection with the funding program “Federal Funding for Efficient Buildings — Individual Measures (BEG EM)” (”BEG EM“) provides for the customer (”Funding additional module“).

(2) The additional funding module is an optional part of autarc's sales and planning software for heat pumps and heating systems (”softwares“). Autarc's terms and conditions apply to the use of the software by the customer. Only customers who have already signed a contract with autarc for the use of the software and have an account can add and use the additional funding module to the software.

(3) Autarc's terms and conditions apply to the additional funding module only insofar as funding is expressly referred to in these special funding conditions.

(4) autarc provides its services exclusively to customers who are entrepreneurs within the meaning of § 14 BGB.

(5) General terms and conditions of the customer that conflict with or deviate from these special promotion conditions shall only become part of the contract insofar as autarc expressly agrees to their validity in writing.

‍§ 2 Subject matter of the contract

‍(1) The BEG EM concerns the funding of individual measures for the energy-efficient renovation of residential and non-residential buildings. The federal government, through the implementation of the Federal Funding Directive for Efficient Buildings — Individual Measures (BEG EM) of December 21, 2023 (BanZ AT 29.12.2023 B1) (“Funding Guideline”), grants funding on the basis of the funding guideline.

(2) The additional funding module includes support services in connection with eligible individual measures in accordance with point 5.3 letter c of the Funding Directive (Heating Technology — Electrically Powered Heat Pumps). In accordance with Section 9.1 of the Funding Directive for measures under Section 5.3 letter c of the Funding Directive, KfW is responsible for implementing grant funding. The application (including the submission of all necessary documents and evidence of the application) for funding under the Funding Directive is submitted in accordance with Section 9.2 of the Funding Directive in accordance with the respective application procedures of the implementers.

(3) Autarc's support services relate to subsidy No. 458 “Heating Subsidy for Private Individuals — Residential Buildings” from KfW (”KfW 458“).

§ 3 Booking of the additional module Funding, Conclusion of Contract

‍(1) If the customer wishes to add the additional funding module to the software, he can choose whether he only wants to use a free funding check (“funding check”), only the paid funding aid (“funding aid”) or both modules. The contract is concluded separately in each case. The funding review and funding assistance modules are independent of each other.

(2) A free contract for the funding audit is concluded

(a) if the customer enters the data required to check eligibility in the input fields provided for this purpose, accepts the validity of these special conditions funding by ticking the appropriate checkbox and submits a binding offer by pressing the “Check” button and

(b) autarc accepts this offer by providing the service.

(3) A paid contract for funding assistance is concluded

(a) if the customer has the required data in his account (including the number of residential units as defined in point 3 letter u of the Funding Directive (”residential units“)) in the input fields provided for this purpose, accepts the validity of these special funding conditions by ticking the corresponding checkbox and submits a binding offer by clicking on the “Order for a fee” button and

(b) autarc accepts this offer by providing the service.

(4) Before the customer submits his offer declaration, he can check and correct his entries.

(5) After receiving its declaration of offer, autarc sends the customer an automatic confirmation of receipt by e-mail, in which the customer's order is listed again. The automatic confirmation of receipt only documents receipt of the order by autarc and does not represent an acceptance of the customer's offer.

(6) autarc sends the contract text to the customer by email after conclusion of the contract. The contract text is saved by autarc, but is no longer accessible to the customer after conclusion of the contract.

‍§ 4 Funding review

‍(1) When concluding a funding audit contract, the customer can use the funding review for the KfW 458 subsidy within the additional funding module.

(2) The funding audit is a question and answer tool with which the customer can check whether and to what extent the planned measures of their end customers are likely to be eligible for funding under the KfW 458 subsidy. Alternatively, the customer can invite their end customers to carry out the funding review themselves by granting them access to the end customer portal. Section 4.2 and Section 4.3 of the General Terms and Conditions apply to the administration of the end customer portal by the customer and its use by his end customers.

(3) The determination of the test result is based on the answers provided by the customer or his end customer to the questions provided by autarc.

(4) The customer can download the audit result of the funding audit as a PDF via the software dashboard. The customer can freely use the test result, in particular make it available to his end customer. The customer or their end customer is solely responsible for the use of the test results. The use of the test result by the end customer is attributed to the customer as if he had used it himself. The customer is aware that the audit result only indicates the expected eligibility of the measures planned by the end customer and may be partly or even largely error-prone, i.e. may differ from actual funding from KfW. The inputs made by the customer or his end customer have a significant influence on the test result. autarc is not liable for the accuracy or completeness of the test result and its use.

‍§ 5 Funding aid

‍(1) When concluding a funding agreement, the customer can use the funding aid for the KfW 458 subsidy within the additional funding module.

(2) The funding aid is intended to help the customer prepare and review the documents and supporting documents required for the application under the KfW 458 subsidy for their end customer. The preparation and review of these documents and evidence (e.g. the so-called confirmation of the application (BzA) and the so-called confirmation after implementation (BnD)) is carried out on the basis of the data provided by the customer or his end customer by energy efficiency experts commissioned by autarc within the meaning of number 3 letter g of the funding guideline (in each case”Energy efficiency expert“). The customer is obliged to independently check the content of the documents and evidence prepared and checked before making them available to his end customer so that the latter can use them as part of the funding process (in particular for submitting an application and providing evidence of payment of the subsidy). If the customer notices discrepancies or other errors when examining the documents and evidence, he is obliged to report these independently immediately. If the customer fails to report, reduces or waives the funding guarantee in accordance with § 6, insofar as the funding guarantee is based on these unreported discrepancies or other errors. Section 7 (2) applies to the use of these documents and evidence by the customer or his end customer as part of the funding process.

(3) Funding assistance includes a free verification portal in which the customer can submit the necessary documents and evidence of the applications as well as funding notices or grant promises (”Proof of funding“).

(4) A prerequisite for the customer to claim funding assistance is the conclusion of a delivery or service contract with the dissolution or suspensive condition of the funding commitment between the customer and his end customer. The agreed delivery or service contract must comply with the requirements of the funding guidelines. The customer is obliged to use the current KfW sample wording for the resolving or suspensive condition. KfW's sample wording is available at https://www.kfw.de/partner/KfW-Partnerportal/Service/F%C3%B6rderprodukte/Heizungsf%C3%B6rderung-f%C3%BCr-Privatpersonen-%E2%80%93-Wohngeb%C3%A4ude-(458)/index.jsp. The customer is responsible for adapting the wording used to the individual project.

(5) The customer pays the remuneration set out in § 8 independently for the funding aid. The remuneration depends on the number of residential units to be funded.

(6) Under the conditions of § 6, autarc grants the customer a funding guarantee as part of the funding aid.

‍§ 6 Funding guarantee

‍(1) If the customer and autarc conclude a contract for funding aid in accordance with Section 3 (3) and, within the framework of this, an energy efficiency expert commissioned by autarc acts in accordance with Section 5 paragraph 2 and completes his audit, autarc guarantees the customer the subsidy amount calculated by the energy efficiency expert if all the conditions set out in paragraph 2 are met. Autarc therefore reimburses the customer the difference between the energy Efficiency experts calculated the subsidy amount and the subsidy actually paid out by KfW if there is such a difference and all conditions set out in paragraph 2 have been met. Autarc pays the difference within six months of notification from the customer of the subsidy paid out by KfW to the end customer.

(2) autarc only grants the funding guarantee if all of the Appendix 1 the above conditions are met.

(3) The funding guarantee does not apply to the income bonus within the meaning of the funding guideline.

(4) The customer and his end customer are solely responsible for compliance with the funding guidelines and all other KfW funding requirements and conditions. Will the end customer receive funding due to a violation of the funding guideline or other funding requirements and
-KfW's conditions are denied in whole or in part, withdrawn retrospectively or if funding that has already been granted is reclaimed by KfW, the funding guarantee expires.

(5) The customer is obliged to check the funding notice or the grant commitment from KfW for the accuracy of the information contained therein upon receipt and to immediately verify any deviations from the documents and evidence that the energy efficiency expert commissioned by autarc has checked and/or prepared on the basis of the data provided by the customer or his end customer, and/or from the subsidy amount calculated by the energy efficiency expert report. Deviations that are not communicated by the customer or are only communicated at a later stage are not covered by the funding guarantee.

(6) After completion of the measure, the customer is obliged to immediately upload the documents required to determine the final funding amount completely and truthfully to his account, in particular:

(a) Information about the installed system including model name,
(b) type of heater,
(c) rated power (kW),
(d) date of commissioning,
(e) Professional contractor declarations for each heat source to be supported,
(f) all invoices plus final invoices for all eligible costs,
(g) calculation documents,
(h) photos of the new plant,
(i) proof of annual performance figure (JAZ),
(j) a disposal certificate,
(k) VDZ form to confirm the hydraulic adjustment in accordance with method B and
(l) any other documents relating to the specific funding measure.

‍§ 7 Obligations of the customer

‍(1) The customer guarantees

(a) that all details, information and other data that he provides in connection with the funding review and/or funding assistance are accurate and complete; and

(b) that he complies with the legal requirements applicable to funding and the associated requirements of the Funding Directive as well as all other funding requirements and conditions of KfW.

(2) The customer is solely responsible for all information that he or his end customer provides to KfW as part of the funding process. This applies in particular to all documents and evidence relating to the application that are required for the application in accordance with the KfW application process, as well as to all evidence required to pay out the subsidy.

(3) The customer releases autarc from all third-party claims, in particular from claims by its end customers, which are asserted against autarc in connection with the use of the additional funding module or the use of information, documents, evidence or other information that the customer processes, generates or receives as part of the additional funding module, insofar as these claims are not based on intentional or grossly negligent conduct by autarc, autarc's legal representatives or are based on vicarious agents. This indemnification obligation includes reimbursement of reasonable costs that arise autonomously in asserting or defending its rights in this context.

‍§ 8 Remuneration, terms of payment

‍(1) The customer pays independently for funding the amount shown in the “Funding” tab per residential unit to be supported.

(2) If the customer changes information provided as part of the funding aid after verification of the information by the energy efficiency expert commissioned by autarc, he pays a processing fee independently in the amount shown in the “Funding” tab.

(3) All amounts are net amounts and are exclusive of the statutory value added tax in the amount owed.

(4) autarc invoices its funding services immediately after the customer has been commissioned by a fee.

(5) Payment is made by means of a previously issued SEPA direct debit mandate or by credit card or, in the case of the Enterprise package, on account, if applicable. The payment service provider used by autarc is Stripe Inc.

‍§ 9 Liability

‍Autarc's liability is governed by Section 11 of the General Terms and Conditions.

‍§ 10 Statute of limitations for claims

‍Section 12 of the General Terms and Conditions applies mutatis mutandis to the limitation period for customer claims.

‍§ 11 Data protection

‍(1) The customer is obliged to use the additional funding module exclusively in accordance with applicable data protection laws.

(2) With regard to the processing of personal data of the customer and third parties by autarc, the contract processing agreement concluded between the parties applies.

‍§ 12 Amendments to the special funding conditions

‍Section 15, Section 16.2 and Section 16.4 of the General Terms and Conditions apply accordingly.

‍§ 13 Final Provisions

‍(1) The customer is only entitled to offset, reduce and/or withhold against autarc if his claim is undisputed or has been legally established. In addition, the customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. The customer's right to reclaim compensation not owed remains unaffected.

(2) The customer is not entitled to transfer or assign the contract or rights arising from it in writing without the prior consent of autarc. The written form within the meaning of this contract is also maintained by sending a copy that shows a replica of the signature (such as PDF or Docusign), but not by simple e-mail.

(3) This contract is subject exclusively to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(4) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Berlin. autarc is also entitled to sue at the customer's registered office.

‍
Appendix 1

‍Funding guarantee conditions

‍autarc grants the customer the funding guarantee regulated in Section 6 (1) of the Special Funding Conditions only if all of the following conditions are met:

(1) The planned energy measure is eligible for funding as an individual measure in accordance with point 5.3 letter c of the Funding Directive (Heating Technology — Electrically Powered Heat Pumps). At the time the contract is concluded between autarc and the customer, the funding measure must have a minimum duration of four weeks.

(2) The estimated budget funds must be available for the end customer's funding application. This means that there is no entitlement to the funding guarantee if the estimated budget for the BEG EM is no longer available or if the BEG EM or the KfW 458 subsidy has been discontinued or suspended.

(3) The end customer must apply for the subsidy from KfW within four weeks. This period begins as soon as autarc has sent the customer the BZA ID and the funding guarantee certificate for the object to be promoted. If the end customer does not submit the application by the deadline, the funding guarantee expires. Subsequent granting is excluded.

(4) The end customer is the owner of an existing and self-occupied (main or sole residence) single-family house or an existing apartment building (with more than one residential unit).

(5) The planned investment project must be carried out in the territory of the Federal Republic of Germany.

(6) The information provided by the customer and his end customer to verify eligibility must be accurate and complete; all necessary documents, evidence and other information must be submitted to autarc in due time.

(7) The end customer's application is successful and is carried out within the specified period using the complete data that autarc has provided to the customer or his end customer.

(8) If hybrid funding measures are involved, all eligible components, including accompanying measures, must be clearly shown in the information provided by the end customer and in the invoice and clearly differentiated according to the associated eligible area (such as solar collector systems or heat pumps).

(9) Invoices may only contain eligible items.

(10) The documents and evidence submitted when submitting the application must be truthful and complete and correspond to the information that the customer or the end customer has provided autonomously to verify the eligibility of the planned energy measure. The information provided to autarc must remain valid throughout the application process. Any change must be notified immediately and may result in the loss of funding or funding guarantee.

(11) The end customer only applies for funding for individual measures in accordance with point 5.3 letter c of the Funding Directive (heating technology — electrically powered heat pumps). Should additional funding be applied for in the context of the BEG EM, this could potentially reduce the funding amount to zero.

(12) The end customer does not apply for funding for additional measures that are not cumulatively possible within the BEG EM framework.

(13) The funding guarantee covers exclusively the granting of grants in accordance with the provisions of the Funding Directive; it is not valid for funding in the form of loans under the Funding Directive.

(14) The end customer has not yet submitted a funding application to KfW for the same energy measure and will not submit any further funding application after submitting an application for the same energy measure. Duplicate applications are excluded.

(15) The funding measure covers all eligible devices regardless of the manufacturer, provided that they are approved in Germany. During the application process, the customer may not install any heat generation devices other than those that have been notified independently.

(16) Before submitting the funding application, the customer and his end customer must have concluded a delivery or service contract with a terminating or suspensive condition of the funding commitment by KfW, which also otherwise meets the requirements of the Funding Directive and the funding requirements and conditions of KfW. Section 5 (4) applies to the formulation of the resolving or suspensive condition.

(17) The funding must be used no later than four weeks before the end of the funding program.

(18) The restructuring measure is carried out on time, in accordance with the requirements of the Funding Directive.

(19) After submitting the funding application, the end customer does not make any changes to the application itself or to the actual implementation of the funding measure.

(20) If KfW rejects the approval or payment of the grant or parts of it by decision, the reasons for an objection to the rejection notice must be discussed with autarc in advance. Autarc must be notified immediately of receipt of such a rejection notice.

(21) The funding measures implemented comply with the time frame set by KfW or the Funding Directive.

‍

Partner program participation conditions

(as of December 2024)

‍‍§ 1 Scope

‍(1) These conditions of participation exclusively govern the contractual relationship between autarc GmbH, [Hoppestr. 31, 13409 Berlin] (“autarc” or “we”) and the contractual partners (hereinafter “Partner”) within the autarc Partner Program (hereinafter “Partner Program”).

(2) We provide our services exclusively on the basis of these terms of participation. The partner's own terms and conditions require our express written consent and therefore do not apply even if we do not expressly object to their validity.

§ 2 Conclusion of contract

‍(1) By registering, the partner submits an offer to participate in the partner program and accepts the conditions of participation. A contract is only concluded when we expressly declare acceptance of the offer or grant the partner access to the autarc software.

(2) There is no right to participate in the partner program and to conclude a contract with us. We can reject individual partners at any time without giving reasons.

(3) This contract is aimed exclusively at customers who are considered entrepreneurs within the meaning of Section 14 BGB and is not intended for private individuals.

§ 3 Subject matter of the contract

‍(1) The subject of this contract is participation in the autarc partner program, which aims to increase sales of our product range. Participation in the partner program is free of charge for the partner. For this purpose, we provide the partner with an individual referral link and, at our own discretion, a selection of advertising materials.

(2) The partner uses the individual referral link on his own responsibility to promote our product range.

(3) For applying and successfully arranging contracts, the partner receives placement commissions, which are fixed at a fixed value. The details are set out in § 7 of these conditions of participation.

(4) The purpose of the partner program is to promote sales of autarc's product range by allowing partners to refer potential new customers by advertising the autarc software. Access to the autarc software and all information made available as part of the program are intended exclusively to support the partner in fulfilling its role as an intermediary and to use the program effectively.

(5) The partner program does not establish any other contractual relationship between the parties that goes beyond this contract.

‍§ 4 Functioning of the Partner Program

‍(1) The partner must register for the partner program using the data requested during registration. After successful registration, a video call follows to authenticate the partner. In the video call, the identity of the partner is verified and their eligibility to participate in the partner program is determined. The criteria for this are whether it is a duly registered company, whether there is no potential conflict potential (e.g. if the potential partner could also be considered as a customer) and target group affinity. After a positive review in the video call and signing these terms of participation, a customer account is set up for the partner in the autarc software, which he can use to manage his partner activities.

(2) The partner has access to an individual recommendation link, which is provided to him in the autarc software. Through this link, interested parties can register for a free 14-day trial period of the autarc software and enter into a separate contract with autarc, which exists independently of this contract. The specific URL makes it possible to identify users who click on the link. The link must be used by the partner to ensure tracking.

(3) Only when registration is completed completely and without interruptions via the individual referral link can a subsequent commission be guaranteed. If the referred customer cancels the registration, technical errors occur or the referral link is not used correctly, we cannot ensure that a commission can be paid out.

(4) The use of autarc software and advertising material provided is limited exclusively to advertising autarc products and identifying and referring potential new customers.

‍§ 5 Our duties

‍(1) We provide the partner with a selection of advertising materials (e.g. brochures, text links, videos and images) at our own discretion.

(2) We ensure appropriate tracking of visitors who reach our website or landing page via the links or advertising materials used by the partner (hereinafter “partner leads”). In addition, we ensure that contracts generated by partner leads are correctly assigned to the respective partner, provided that there are no technical errors or comparable circumstances that are beyond our control.

(3) We operate our software and the services offered on it within the limits of our technical capabilities and at our own discretion. We do not guarantee error-free and/or uninterrupted availability of our website. The quality and accuracy of the products and advertising materials offered on our website is at our sole discretion.

(4) In addition, we commit ourselves to pay the remuneration in accordance with Section 7 under the conditions set out there.

‍§ 6 Rights and obligations of the partner

‍(1) The partner undertakes to remove the advertising material provided by us immediately as soon as we request this. This applies regardless of which channels or in which form the advertising material is used, in particular if we no longer wish to use it for any reason.

(2) Existing paying customers may continue to use the autarc software without restrictions as part of their existing use.

(3) The partner guarantees that he has all necessary rights, permits and capacities to participate in this contract.

‍§ 7 Remuneration

‍(1) The contractual partner receives performance-based remuneration from us exclusively for concluding contracts by new customers.

(2) The conclusion of a contract within the meaning of this contract is when a partner lead has successfully completed the test phase and then concludes a paid business contract with us. Only after receipt of the customer's first payment is there a claim to payment of the commission.

(3) The amount of the remuneration is 250€ for each contract concluded by a partner lead in which the recruited new customer concludes a paid contract with autarc.

(4) In addition, the recommended customer receives a credit of 250€, which is automatically offset against the costs of using the autarc software. This balance is deposited as a credit with our payment provider Stripe and is automatically deducted from its bill the next time you bill.

(5) Existing autarc customers who successfully recommend new customers also receive a credit of 250€, which is automatically credited to their own costs of using the autarc software. This balance is also deposited as a credit with our payment provider Stripe and taken into account when the next statement is made.

(6) The fees are exclusive of statutory value added tax, if this is due.

(7) Cash payment is only possible if the partner is not a customer of the autarc software subject to payment himself.

(8) In principle, the partner bears his own costs.

‍§ 8 Leads not subject to remuneration

‍(1) There is no entitlement to payment of a commission under the following conditions:

(a) Leads or contracts are generated without the correct referral link. This also applies if the registration is not completed correctly due to interruptions or technical errors.

(b) The partner left the partner program during the trial phase of the recruited lead before the lead became a paying customer.

(c) The referred customer's initial payment was not successfully completed (e.g. due to chargeback, payment cancellation, or bank blocking).

(2) After termination of the contractual relationship, no further remuneration will be paid for leads or contracts concluded. This applies both to leads or deals that are generated after the end of the contract and to leads that were recruited before the contract was terminated but only become a paying customer after the end of the contract.

‍§ 9 Billing

‍(1) Compensation claims are settled and due on a monthly basis.

(2) If the customer changes information provided as part of the funding aid after verification of the information by the energy efficiency expert commissioned by autarc, he pays a processing fee automatically in the amount shown in the “Funding” tab. Payment is made by the end of the following month in which payment has been received from the end customer for the relevant contract conclusion.

(3) The commission is paid exclusively via our Stripe payment system.

(4) All settlements are carried out in euros. Any bank charges for international transfers are borne by the partner.

‍§ 10 Rights of use

‍(1) The advertising material and our other content are protected by copyright and/or covered by other industrial property rights.

(2) Any change, reproduction, distribution or public reproduction of the advertising material or a significant part of the advertising material in terms of type and scope requires our prior written consent.

‍§ 11 Confidentiality

‍(1) The partner undertakes to use all information made available as part of the partner program and access to the autarc software exclusively within the framework of the agreed purposes in accordance with § 3 (4) and § 4 (4).

(2) The partner is prohibited from passing on information about how the software works or other accessible content to third parties, unless this is necessary to fulfill the contractual obligations and is approved in writing by autarc.

(3) The obligation of confidentiality does not apply if:

(a) the information is publicly available or becomes without infringement by the partner;
(b) the information was obtained lawfully from a third party without a confidentiality obligation towards autarc;
(c) the transfer is required by law or authority.

(4) After termination of the contract, the partner is obliged to immediately terminate access to the software and to permanently delete any confidential information that he has received, unless there are legal storage obligations.

‍§ 12 Contract period and termination of contract, suspension

‍(1) This contract is concluded for an indefinite period and can be terminated by both parties at any time without notice and without giving reasons.

(2) Notwithstanding the above-mentioned right of ordinary termination, the right of both parties to extraordinary termination for good cause remains in force. There is an important reason for us to terminate the contract in particular if:

(a) there is a serious breach by the partner of the obligations under this contract, in particular the provisions of §6,
(b) the partner does not comply with its contractual obligations and does not correct or cease the breach despite a corresponding request from us,
(c) there is a case of misuse within the meaning of § 6.

(3) The cancellation can be made in writing by e-mail to our partner e-mail address: partner@autarc.energy. A cancellation on our part is considered received when it is sent to the email address stored in the partner's customer account. We can also explain the termination by restricting access to the customer account. In turn, the partner can declare the termination by deleting his customer account. The contract ends upon receipt of the notice of termination.

(4) After termination of the contract, the partner is obliged to remove all advertising material, links and other content from us immediately. This applies regardless of which channels or in which form they were used.

(5) We reserve the right to terminate a partner's participation in the partner program if the partner has not generated sufficient recommendations over a period of three months. The termination can take place without notice and without giving reasons.

(6) Instead of termination, we may block the partner's customer account, in particular if there is reasonable suspicion of misuse in accordance with § 6. We will inform the partner of the reason for the suspension and lift the suspension as soon as the reasons that led to the suspension have been clarified and resolved. Leads generated during the suspension period do not result in a compensation requirement.

‍§ 13 Final Provisions

‍(1) Should individual provisions of this contract be or become invalid, the validity of the remaining contract remains unaffected.

(2) We reserve the right to change these conditions of participation at any time. Changes will be notified to the partner via email. The partner has the right to file an objection within four weeks of receipt of the change notification. If the partner does not submit an objection within this period, the changes are considered accepted and come into force after the deadline has expired. Should the partner object to the changes, we reserve the right to special notice.

(3) The laws of the Federal Republic of Germany apply exclusively to this contract.

(4) If the partner is a merchant, a legal entity under public law or a special fund under public law, Berlin is agreed as the place of jurisdiction for all disputes arising from or in connection with this contract.