General terms and conditions for the use of Complass

Contracting party: Complass GmbH, represented by the managing director Marc Linden, Kölner Tor 31, 40625 Düsseldorf, Germany. Tel. +49 211 5423 585-0, info@complass.eu. Amtsgericht Düsseldorf, HRB 114916.

§ 1 Provider, scope, business customers only

1. The provider and contracting party is Complass GmbH, Kölner Tor 31, 40625 Düsseldorf, represented by its managing director Marc Linden (hereinafter “Complass”). Registered in the commercial register: Amtsgericht Düsseldorf, HRB 114916. Contact addresses are given in the legal notice.
2. These general terms and conditions (terms) apply to all contracts for the use of the software-as-a-service solution “Complass” (hereinafter “portal”), including the free trial, and to additionally booked services under Section 19.
3. The offer is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter “customer”). Complass does not conclude contracts with consumers. When registering and ordering, the customer confirms that it is acting for a business. Complass may request proof of business status and decline an order if there are indications that the customer is acting as a consumer. Complass does not conclude contracts with companies established in Russia, Belarus, North Korea or Iran, with persons, entities or bodies listed in sanctions lists of the European Union, or with companies owned 50 % or more or controlled by such persons. Complass accepts orders from customers established outside the European Union only after checking the place of establishment, business status and sanctions lists; Complass may request proof for this, such as a register extract or a certificate from the tax authority of the country of establishment. The customer informs Complass without delay if its place of establishment or its ownership or control changes in a way relevant to this check, and does not make the portal available to persons in Russia or Belarus or to listed persons. Complass may decline an order, suspend services and terminate an existing contract without notice insofar as performance would violate sanctions provisions of the European Union or Germany; the customer has no claims arising from this insofar as Complass is not responsible for the circumstances.
4. Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if Complass does not expressly object to them, unless Complass expressly agrees to their validity in text form.
5. Individual agreements, in particular an offer from Complass, take precedence over these terms. The data processing agreement (Section 18) takes precedence over these terms in matters of data protection.

§ 2 Conclusion of the contract and incorporation

1. The presentation of packages, prices, frameworks and building blocks on the website is not a binding offer.
2. Trial. By submitting the form “Start trial” the customer makes an offer to conclude a free trial contract under Section 7. Before submitting, it confirms by ticking boxes that it is acting for a business, that it has read and accepts these terms and that it concludes the data processing agreement (Section 18) for the company named; the terms and the data processing agreement are linked there. The contract is concluded when the account is activated after the email address has been confirmed.
3. Order by form. By submitting the order form (“Place binding order”) the customer makes a binding offer to conclude the subscription, by which it is bound for two weeks. Complass confirms receipt of the order by email; this acknowledgement is not yet an acceptance. Before the order is processed, the customer confirms its email address via a link. The contract is concluded only with the order confirmation from Complass by email or with the activation of the account, whichever comes first. Complass may decline an order without giving reasons.
4. Online booking. If Complass offers booking in the portal with online payment (“Book subscription”), the customer selects the package, frameworks, building blocks, quantities and billing cycle and, before placing the order, sees a summary with the minimum term, renewal, notice period, read access after the end of the contract, first invoice and amount for the first term. The customer is forwarded to the payment page of the payment service provider (Section 9(4)) or chooses purchase on account. By ticking the boxes “I am ordering for a business (not as a consumer)” and “I have read and accept the terms” and clicking “Order with obligation to pay” the customer makes a binding offer. The contract is concluded when Complass confirms the order by email or activates the subscription, whichever happens first.
5. Until submission, the customer can identify and correct its entries in the respective form at any time or cancel the process.
6. For each acceptance, Complass stores the accepted version of these terms and of the data processing agreement with date, version identifier and checksum and sends the customer the contract text (order with selection and prices) with the acknowledgement and the order confirmation by email. The current version is available on the Complass website for retrieval, saving and printing.
7. For entrepreneurs within the meaning of Section 14 BGB, Section 312i(1) sentence 1 nos. 1 to 3 and sentence 2 BGB do not apply.
8. The contract language is German. If the customer orders via the English interface, it receives the English version for information; the German version remains authoritative (Section 21(4)).

§ 3 Description of services

1. Complass provides the customer with the portal as internet-based software for use via the internet (software as a service). The portal supports the customer in organising, documenting, managing and evidencing measures for information security, data protection and compliance requirements (for example ISO/IEC 27001, IEC 62443, NIS2, the Cyber Resilience Act, the Machinery Regulation, DORA, the AI Act), with templates, checklists, catalogues, task, risk, asset, incident and evidence management, reports and export functions.
2. The specific scope of services results from the order summary or the offer (package, frameworks, building blocks, users, storage, projects and other quantities) together with the description of services on the website in the dated version valid at the time of the order.
3. Depending on the package and building blocks booked, the scope of services includes in particular the following functions:
   • sending the customer’s security advisories by email to users and customers of its products and publishing them on a public page switched on by the customer (Art. 14(8) Cyber Resilience Act), including management of recipient lists with subscription and unsubscription;
   • integration with Microsoft Teams (notifications in the customer’s channels) and with Jira (creating issues from measures and taking over their status) in the customer’s environment;
   • time-limited access for external auditors with read access to selected areas, comments and evidence requests;
   • “management duties record”: compilation of the activities documented in the portal on the management’s duties for a period as a PDF with an electronic seal and a public verification page of Complass (Section 4(5));
   • the customer’s trust center for providing security documents to its prospects and customers;
   • use as an installable web app.
4. Frameworks, building blocks and functions marked “In preparation” are not part of the contract until they are booked separately.
5. Complass continuously develops the portal. Complass may change, add to or replace functions if the contractually agreed core functionality is retained and the change is reasonable for the customer, in particular for reasons of security, due to changes in the law or technical progress. Complass announces material restrictions at least 6 weeks in advance in text form; in this case the customer may terminate extraordinarily with effect from the date the change takes effect.
6. Complass provides content on laws, standards and frameworks (for example summaries, deadlines, templates, checklists, mappings) as general information as of the stated date, with professional care. It is not tailored to the customer’s individual case. Complass provides third-party standard texts only within the scope of the respective licences.

§ 4 Tool, no legal advice, no reports to authorities

1. Complass provides a software tool. Complass does not assess the customer’s individual case, does not give legal advice and does not provide legal services within the meaning of Section 2 of the German Legal Services Act (Rechtsdienstleistungsgesetz). Whether and which legal or normative obligations apply to the customer and whether it meets them is assessed and decided by the customer itself, if necessary with its own legal advisers.
2. Checks and calculators in the portal and on the website (for example the applicability check, the AI risk class check, the deadline calculator) evaluate the customer’s information according to fixed rules. They are non-binding guidance; Complass does not review them.
3. Suggestions of the AI writing aid (Section 5) are wording suggestions. They may be incorrect, incomplete or out of date. The customer reviews every suggestion before adopting it and is responsible for the stored content.
4. The portal maps reporting and incident processes and supports their documentation. It does not send any reports to authorities or third parties; reporting on time is the customer’s responsibility.
5. The management duties record (Section 3(3)) shows which activities were documented in the portal and that this documentation is unchanged. It neither evaluates the content nor the fulfilment of obligations and does not constitute a release from liability. Complass does not owe a certification or official recognition.
6. If the customer books implementation support (Section 19), it comprises setting up the portal, training and structuring the customer’s documentation. It does not include an assessment of whether and which obligations apply to the customer, nor a legal evaluation of its documents. The customer is responsible for the results it creates with the portal and for their use.

§ 5 AI functions

1. Where booked, the customer may use the AI writing aid. It is switched off by default for each company and is switched on by the customer in the company settings.
2. The AI writing aid generates suggestions for individual fields based on the sources stored in the portal and the customer’s information. Suggestions are never saved automatically; they are only adopted when a person actively adopts them or edits and saves them. Section 4(3) applies.
3. For the AI writing aid, Complass uses Amazon Web Services EMEA SARL (Amazon Bedrock, processing in the Frankfurt region, Germany) as a sub-processor. Recognisable personal data is replaced by placeholders before transmission. According to its contractual terms, the provider does not use inputs to train its own models and does not store them.
4. Usage quantities (suggestions per month) follow the order.

§ 6 Obligations of the customer

1. The customer appoints at least one main user (administrator) and manages its users’ access and permissions itself. It keeps access credentials secret and reports any suspected misuse without delay.
2. Sign-in always requires a second factor (multi-factor authentication); waiving it is not provided for.
3. The customer ensures that content entered and files uploaded do not infringe third-party rights or statutory provisions and do not contain malware.
4. Special categories of personal data (Art. 9 GDPR) are not intended for the portal and should not be stored in free-text fields or files.
5. Access is limited to the customer’s personnel and persons commissioned by it (for example consultants, external auditors) whom it invites itself or to whom it gives access under the following sentences. The customer is responsible for their use. Passing access on to third parties for their own use is not permitted. The customer can give partners of Complass access in the portal (partner code or accepting a request from the partner) and sets the ceiling, areas and end date; it can renew, restrict or end the access at any time. If a partner creates the company account for the customer, the partner receives access only after the customer has confirmed this at the first sign-in. Partners act on behalf of the customer and are not vicarious agents of Complass; the customer is responsible for choosing the partner and for an agreement with it under Art. 28 GDPR. If Complass’s cooperation with a partner ends, the partner’s access ends too; Complass informs the customer of this in text form.
6. The customer backs up content it needs outside the portal using the export functions provided, on its own responsibility.
7. If the customer uses the sending of security advisories (Section 3(3)), it ensures that there is a legal basis for the recipient addresses it imports or enters. Details are set out in the data processing agreement.
8. If the customer sets up integrations with its own systems (for example Microsoft Teams, Jira or the provisioning of users from Microsoft Entra ID), Complass transfers or reads data to the extent set by the customer. The customer is responsible for the processing in these systems.
9. If the customer books the add-on “Alerting by SMS and call”, it stores only phone numbers of persons it has authorised for this and informs them about the alerting. Messages are sent via the sub-processor named in the data processing agreement.

§ 7 Trial

1. The customer may test the portal once per company (email domain) for 14 days free of charge and without providing payment details. The trial ends automatically without the need for cancellation. A paid contract is concluded only by an order under Section 2(3) or (4).
2. During the trial, the selected frameworks and functions are available for viewing and editing. To protect the content, restrictions apply: watermarks, blocked print view, shortened copying of longer text selections. Every person can download their own personal data under “My account” at any time.
3. File exports and downloads of generated content are blocked during the trial. If the trial ends without an order, the account switches to read-only mode; the content is then deleted after prior notice. The customer may request complete deletion at any time. Upon request in text form before deletion, Complass hands over to the customer the personal data it entered itself, within 14 days, as raw data in a common, machine-readable format. There is no entitlement to a substantive export (documents, reports, templates, catalogues) for trial accounts that were never paid for.
4. Otherwise, these terms apply to the trial with the exception of the provisions on remuneration, term and availability (Sections 8 to 11).
5. During the free trial, Complass is liable only for intent and gross negligence and in the cases of Section 16(1).

§ 8 Term, renewal, termination

1. The subscription has a minimum term of 12 months from activation, for annual payment in advance as well as for monthly payment.
2. It renews for a further 12 months at a time unless terminated with 3 months’ notice to the end of the respective term. Termination is possible in the portal under “Licence and usage” or in text form to Complass. Complass reminds the customer’s main users by email no later than 30 days before the notice period expires.
3. The right of both parties to terminate extraordinarily for good cause remains unaffected. Good cause for Complass exists in particular if the customer is more than 30 days in arrears with the payment of a not insignificant amount despite a reminder or misuses the portal despite a warning.
4. Switching to another provider (Data Act). The customer may at any time request in text form, with a notice period of no more than 2 months, to switch to another provider or to its own infrastructure (Chapter VI of Regulation (EU) 2023/2854). The contract ends with the successful completion of the switch under Section 14(3). The obligation to pay ends with the end of the contract; Complass refunds fees paid in advance for the period thereafter on a pro rata basis. Complass charges neither switching charges nor charges for data export.
5. The switching process, transitional period, data retrieval and deletion are governed by Section 14.
6. As a goodwill gesture, access may remain active for up to 7 days beyond the end of the term. This neither extends the contract nor gives rise to any claim of the customer.

§ 9 Prices and payment

1. The prices of the price list valid at the time of the order (with its as-of date) or of the offer apply. All prices are net prices plus statutory VAT. For customers established in another EU member state with a valid VAT ID, the customer owes the VAT (reverse charge). For customers established outside the European Union, the service is not taxable in Germany; Complass does not charge German VAT. Taxes and duties at the customer’s place of establishment, including any VAT or sales tax owed there, are borne by the customer.
2. The customer pays annually in advance or monthly. Monthly payment carries a surcharge of 15 % on the list price; the minimum term under Section 8(1) applies in this case too.
3. Payment is made by invoice and bank transfer within 14 days of the invoice date, for annual billing in advance for the term, for monthly billing monthly. One-off services are charged with the first invoice.
4. If Complass offers online payment, Complass processes it via the payment service provider Stripe (Stripe Payments Europe, Limited, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin 2, Ireland). For online bookings, Stripe creates the invoice on behalf of Complass, also for payment on account; for an order placed using the order form, Complass creates the invoice itself. The customer enters payment details (card or SEPA direct debit) directly with Stripe; Complass does not store complete card or account details. Depending on the payment method, Stripe’s terms for the respective payment method apply in addition. For SEPA direct debit, the customer issues a direct debit mandate; the pre-notification is given no later than 2 days before the due date, also by email or with the invoice. The customer can change the payment method and billing address in the portal under “Licence and usage” via Stripe’s customer portal; termination and package changes are made only in the Complass portal. Details on the data and role of Stripe are given in the privacy policy.
5. Complass provides invoices electronically (retrieval in the portal and by email). The customer agrees to receive electronic invoices. Where required by law, Complass issues invoices as e-invoices in a permitted structured format.
6. Extensions of the scope of services (additional frameworks, building blocks, users, storage, projects) take effect immediately and are charged pro rata for the current billing period. Reductions take effect at the end of the current term. Discount codes apply only in accordance with their conditions shown when redeemed (amount, duration, services), one code per order.
7. Price changes at renewal. Complass may change the prices of the price list at most once within twelve months. During the current term, the agreed price for the booked services remains unchanged; a changed price applies to a running subscription from the next renewal at the earliest. Complass determines a price increase at its reasonable discretion. A price increase amounts to no more than 8 % of the previous price of the respective service component per renewal. There is no automatic adjustment to a price index.
8. Complass announces a price increase in text form no later than four months before the end of the current term, by email to the customer’s main users and additionally in the portal under “Licence and usage”. The notice states the previous and the new price, the day from which the new price applies, and the deadline and the way to terminate. If the customer does not agree with the new price, it may terminate the subscription up to 3 months before the end of the term with effect from the end of the term without incurring any costs; Complass expressly points this out in the notice. If the customer does not terminate, the subscription renews at the announced price.
9. If Complass does not announce a price increase in time under paragraph 8, the previous price applies for the following term; the increase can take effect at the subsequent renewal at the earliest. If Complass lowers the prices of the price list, the lower price applies from the next renewal without separate notice.
10. The following are not price changes within the meaning of paragraphs 7 to 9: the agreed end of a time-limited discount (such as a pilot price), extensions the customer books itself (the price list valid at the time of booking applies to the added components; components already booked keep their price until renewal), and changes to statutory VAT. Individually agreed prices take precedence over this provision.
11. Partners. If the customer enters a partner code during the trial or when ordering, or if a partner creates the company account for it, Complass assigns the customer to this partner. The partner may receive a commission from Complass for the referral; the customer’s prices do not change as a result. Complass tells the assigned partner the company name, the booked package, the contract status, the amounts paid and the commission on them. The assignment alone gives the partner no access to the customer’s content; Section 6(5) applies to that.
12. Customers outside the European Union. Complass issues invoices in euro. The customer pays by bank transfer without deduction; the charges of its own bank and of intermediary banks and any exchange costs are borne by the customer, and payment is deemed made in the amount credited to Complass. If the customer is required under the law of its country of establishment to withhold taxes from payments to Complass (withholding tax), the amount payable increases so that Complass receives the agreed amount after the withholding; the customer pays the withheld tax to the authority on time and provides Complass with an official certificate of it within 30 days. Complass cooperates in applying a double taxation treaty and provides the certificates required for it, such as a certificate of residence, on request; insofar as the treaty reduces the withholding, the increase is reduced accordingly.

§ 10 Late payment

1. If a payment has not been received when due or a direct debit or card charge fails, Complass informs the customer by email. Default is governed by the statutory provisions (Sections 286, 288 BGB), in particular default interest of 9 percentage points above the base rate and the flat fee under Section 288(5) BGB.
2. If the customer remains in default after a reminder setting a deadline of at least 14 days, Complass may, after a further notice in text form with a deadline of 7 days, restrict access to read access until the amounts due have been paid. Reading and exporting the data remain possible. Access is restored without delay once payment is received.
3. The customer bears the costs of failed direct debits for which it is responsible.
4. The customer may only set off claims that are undisputed or have been finally established by a court.

§ 11 Availability and maintenance

1. Complass provides the portal with an availability of 99.5 % on an annual average, measured by reachability at the data centre’s handover point to the internet. This commitment does not provide for credits if it is not met; the customer’s statutory rights remain unaffected.
2. Announced maintenance of up to 8 hours per calendar month does not count as downtime. Complass announces maintenance in the portal under “System status”.
3. Excluded are outages caused by circumstances beyond Complass’s control (for example force majeure, disruptions of the internet) and by attacks that occur despite appropriate protective measures.

§ 12 Rights of use, rights to content

1. For the term of the contract, Complass grants the customer the simple, non-transferable right to use the portal to the extent booked via the internet for its own business purposes. Provision of the source code or a local installation is not owed.
2. Use by affiliated companies requires a separate agreement.
3. All data and content the customer enters or uploads (customer data) remain assigned to the customer in relation to Complass. Complass uses them only to perform the contract and in accordance with the data processing agreement.
4. For documents and content the customer has exported during the term of the contract or the read access, the customer receives a simple, perpetual right to use, reproduce and adapt them for its own business purposes, including passing them on to auditors, certification bodies, authorities and advisers. Redistribution of the templates to third parties is not permitted.

§ 13 Support

1. Support is provided via the ticket system in the portal and by email to the support address shown in the portal. For disruptions that prevent or substantially restrict the use of the portal, Complass gives a first response no later than the next working day, for other requests within 2 working days. Working days are Monday to Friday excluding public holidays in North Rhine-Westphalia.
2. Support access to the customer’s view takes place only with the customer’s express, time-limited approval and is recorded in the customer log. Emergency access without a support approval is permitted only if the customer has allowed it in advance in the portal, and only in accordance with the data processing agreement (section C no. 2 there).

§ 14 Backup, end of contract, data export and switching provider

1. Backup. Complass backs up customer data daily in encrypted form, with a daily copy outside the server in a data centre in Germany and a monthly offline copy on an encrypted storage medium. Backups are deleted or overwritten after 60 days at the latest.
2. Read access and export after the end of the contract. After the end of a paid contract, the main user receives 12 months of read access to read and export content, among others as Word, OpenDocument, PDF, Excel, CSV and JSON files and as a complete compliance package in ZIP format with checksums. Other accounts are locked but not deleted. For trial accounts, Section 7(3) applies.
3. Switching provider (Data Act). If the customer requests a switch under Section 8(4), the following applies: (a) Complass supports the switch and provides the exportable data and digital assets under paragraph 4; (b) the transitional period is no more than 30 calendar days from the end of the notice period under Section 8(4); if this is technically not feasible, Complass informs the customer within 14 working days, giving reasons, and names an alternative period of no more than 7 months; (c) during the transitional period the portal remains fully usable; (d) thereafter, read access under paragraph 2 is available as a retrieval period of at least 30 days; (e) Complass charges neither switching charges nor charges for data export; (f) Complass describes the export formats and data structures publicly and keeps them stable for the entire transitional and retrieval period.
4. Exportable data. All data and files entered or uploaded by the customer, the customer’s documents, catalogues, reports and logs generated in the portal, and metadata (for example status, responsibilities, timestamps) are exportable. Not exported are data used only for internal operation (for example password hashes, MFA secrets, keys, security logs on attacks, internal notes of Complass) and copyright-protected third-party standard texts where licences exclude this. Complass describes formats, data structures and exceptions on the website page “Switching provider and data export”.
5. Deletion. After the read access has ended, Complass deletes the data completely after prior notice, at the earliest 30 days later, unless statutory retention obligations exist (for example invoice data). On request, Complass deletes earlier. Data in backups are deleted with the backup cycle under paragraph 1.
6. Own personal data. Every person can download their own personal data as a JSON file under “My account” at any time, including during the trial. The customer’s company data are not included.
7. Discontinuation of the service. During the term of the contract the customer can export its data in the portal at any time in the format under paragraph 4. If Complass intends to discontinue the service, Complass notifies the customer at least 90 days in advance in text form and keeps access with the export function open until discontinuation. Complass refunds fees paid in advance for the period after discontinuation on a pro rata basis.

§ 15 Warranty

1. Complass warrants the agreed quality of the portal during the term of the contract. The customer reports defects without delay in text form with a comprehensible description.
2. Complass remedies defects within a reasonable period by repair or a workaround. If this fails, the customer is entitled to its statutory rights. Strict liability for initial defects (Section 536a(1) first alternative BGB) is excluded.
3. Complass gives no warranty for the legal correctness or completeness of results within the meaning of Section 4.

§ 16 Liability

1. Complass is liable without limitation for damage resulting from injury to life, body or health, for intent and gross negligence, under the German Product Liability Act, to the extent of an expressly assumed guarantee and in the event of fraudulent concealment of a defect.
2. In the event of a slightly negligent breach of a material contractual obligation, Complass is liable only for the damage typical of the contract and foreseeable at the time of conclusion of the contract. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely, in particular the provision of the portal to the agreed extent, the backup under Section 14(1) and compliance with the agreed measures to protect customer data.
3. Liability under paragraph 2 is limited per contract year, for all cases of damage together, to the net remuneration owed for that contract year, but to no less than EUR 25,000.
4. Otherwise, liability for slight negligence is excluded.
5. In the event of loss of or damage to data, Complass is liable in the cases of paragraph 2 only for the effort required to restore the data from the backups owed by Complass under Section 14(1) and from the exports reasonably created by the customer under Section 6(6).
6. Claims of the customer for damages and reimbursement of expenses become time-barred twelve months after the statutory start of the limitation period; this does not apply in the cases of paragraph 1.
7. The limitations of liability also apply to the officers, employees and vicarious agents of Complass. Liability under Art. 82 GDPR and mandatory statutory liability remain unaffected.

§ 17 Confidentiality

1. The parties treat all confidential information of the other party, in particular trade secrets and customer data, as confidential and use it only to perform the contract, also for 3 years after the end of the contract.
2. Complass uses only persons who are bound to confidentiality.

§ 18 Data protection and data processing

1. Insofar as Complass processes personal data on behalf of the customer, the parties conclude the data processing agreement based on the standard contractual clauses of the European Commission under Art. 28(7) GDPR (Implementing Decision (EU) 2021/915) with Annexes I to IV and supplementary provisions in the version available on the website. It is concluded electronically when the trial starts or when the order is placed (Art. 28(9) GDPR).
2. For data that Complass processes as a controller in its own right (for example contract, invoice and account data, security log), the privacy policy applies.
3. In the event of conflicts, the data processing agreement takes precedence over these terms in matters of data protection.
4. If the customer is established outside the European Union and the European Economic Area in a country without an adequacy decision of the European Commission, the transfer of personal data from Complass to the customer is additionally governed by the standard contractual clauses of the European Commission under Art. 46(2)(c) GDPR (Implementing Decision (EU) 2021/914), Module 4 (transfer from processor to controller), as set out in Annex V of the data processing agreement; German law applies for Clause 17 and the courts of Düsseldorf have jurisdiction for Clause 18. They are concluded together with the data processing agreement and take precedence over these terms. The customer is responsible for compliance with the data protection law of its country of establishment, including its requirements for transferring personal data to Complass in Germany.

§ 19 Implementation support

1. If the customer additionally books implementation support from Complass (for example an onboarding workshop or packages S, M, L), Complass provides it as a service (Sections 611 et seq. BGB); a specific result is not owed. The scope follows from Section 4(6).
2. Hours can be called off within 12 months of booking; hours not called off expire without refund unless Complass is responsible for their non-use.
3. Consulting services of partners that the customer commissions directly from the respective partner are not part of this contract; the partner’s terms apply to them.

§ 20 Changes to these terms

1. Complass may change these terms for existing contracts with effect for the future insofar as this is necessary for a valid reason (for example a change in the law, case law, new functions) and the balance between performance and consideration is not shifted to the customer’s detriment. Complass notifies changes in text form at least 6 weeks before they take effect. If the customer does not object within this period, the changes are deemed accepted; Complass points out this consequence in the notification. If the customer objects, the previous terms continue to apply; either party may then terminate the contract with effect from the time the change takes effect. Changes to the agreed main services and to the prices are excluded under this paragraph; Section 3(5) and Section 9(7) to (10) apply to them. This clause itself cannot be changed under this paragraph either.

§ 21 Final provisions

1. Declarations require text form (Section 126b BGB) unless otherwise provided.
2. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
3. If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction is Düsseldorf.
4. The German version is authoritative. Translations, in particular the English version, are for information only.
5. If a provision is invalid, the remainder of the contract remains valid; the statutory provisions apply.