This is GasVisor's Legal Centre

If your billing address is in one of the member states of the European Union, the GasVisor General Terms and Conditions apply.

These online General Terms and Conditions ("GTC") are entered into between Gastimate Technologies GmbH, a German corporation with its registered office at Agnes-Pockels-Bogen 1, 80992 Munich (Germany), registered with the Munich District Court under number HRB 285 141 ("GasVisor") and the customer (as defined below) (each a 'Party' and together the "Parties").

The agreement (as defined below) constitutes a binding agreement between GasVisor and the customer and sets forth the terms under which the customer may subscribe to the services and under which GasVisor provides the services to the customer.

By clicking the "Accept" button when subscribing to any of the services or by completing an order form (unless otherwise provided in such order form or statement of work) or by otherwise using and/or permitting a user to access and/or use any of the services, the customer:

a) acknowledges that they have read and accepted the agreement (as defined below) and will comply with it;

b) agrees to the agreement from the earlier of the following: the time of subscription, the completion of an order form, or the time of access to and/or use of the services ("Effective Date");

c) represents and warrants that its representative: (i) is at least eighteen (18) years old or has reached the legal minimum age to enter into a binding contract, (ii) is legally competent, and (iii) has the right, authority, and power to enter into this agreement on behalf of the customer and to bind the customer to these GTC.

GasVisor: Refers to Gastimate Technologies GmbH, Agnes-Pockels-Bogen 1, 80992 Munich, registered in the Munich Commercial Register under HRB 285141.

Customer: An entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) who enters into a contract with GasVisor for the use of IoT devices and/or digital services.

IoT Devices: Hardware solutions from GasVisor for measuring, monitoring, and managing CO₂ gas cylinder fill levels.

GasVisor Digital Platform: Includes the mobile app and the web-based platform for managing IoT devices, including features for automated reordering of gas cylinders.

Services: All services offered by GasVisor in connection with the provision, installation, maintenance, deinstallation of IoT devices, as well as the use of the digital platform.

Linde: Third-party supplier and partner of GasVisor, through whose platform gas supply and reordering are carried out. The use of GasVisor's services requires the customer's registration on the Linde customer portal.

SaaS (Software as a Service): Provision of software solutions (e.g., the GasVisor Digital Platform) for use via the Internet, without the need for local installation.

Cooperation Obligations: All technical, organizational, and other requirements to be provided by the customer to enable proper service provision by GasVisor. These are specified in Appendix 1.

Contract: The service framework agreement including all appendices and subsequent written additions or amendments.

Delivery Location: The place where the IoT devices are delivered, installed, or returned in accordance with Appendix 2.

Availability: Refers to the technical operational readiness of the GasVisor Digital Platform on an annual average (target: 99%).

1.1 Scope: This service framework agreement (the "Agreement") applies to all deliveries and services of Gastimate Technologies GmbH, Agnes-Pockels-Bogen 1, 80992 Munich, registered in the Munich Commercial Register under HRB 285 141 ("GasVisor") in connection with the provision, installation, commissioning, maintenance, and deinstallation of smart IoT devices for gas cylinder fill level measurement, monitoring, and management, the provision and operation of a mobile app and a web-based platform (together the "GasVisor Digital Platform") for partially or fully automated reordering of gas cylinders, as well as all related analog and digital services from GasVisor.

1.2 Contracting Parties: This agreement only applies if the customer is an entrepreneur within the meaning of Section 14 BGB (the "Customer"). The customer may only use the services under this agreement if, prior to concluding this agreement with GasVisor, the customer has successfully registered on the customer portal of the Gases Division of Linde GmbH, based in Pullach, registered in the Munich Commercial Register under HRB 256407 ("Linde") and maintains this registration during the term of this agreement.

1.3 Valid Version: This agreement applies in its version valid at the time of contract conclusion as a framework agreement also for similar future contracts, without GasVisor having to refer to it again in each individual case.

1.4 Exclusive Validity: This agreement applies exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer or third parties only become part of the contract if GasVisor has expressly agreed to their validity. This requirement for consent applies in any case, e.g., even if the customer refers to their own general terms and conditions in the context of the order and GasVisor does not expressly object to them.

Offer and Acceptance: The presentation of products and services by GasVisor, especially on the Internet, in brochures, or in other advertising materials, does not constitute a binding offer. Only by placing an order does the customer make a binding offer, which can be accepted by GasVisor either by written order confirmation or by providing the service. Offers from GasVisor are only binding if they are explicitly designated as an 'offer'.

3.1 Scope of Services: GasVisor provides the services agreed in the contract for the customer.

• Provision of IoT Devices: The provision of IoT devices is made depending on the specific agreement between the customer and GasVisor, either for rent or purchase.

• Use of IoT Devices: The customer is only entitled to use the IoT devices in accordance with the contract. The sale, rental, lending, or other transfer of the IoT devices to third parties is not permitted; this also applies if the customer has purchased the IoT devices.

• GasVisor Digital Services: The provision of the GasVisor Digital Platform is made as Software as a Service (SaaS); the license to use is always granted only for a limited period.

• Reordering of Gas Cylinders: As part of the services provided by GasVisor via the GasVisor Digital Platform, GasVisor places reorders for CO₂-filled gas cylinders with a third-party supplier in the name and on behalf of the customer. Currently, the third-party supplier is Linde. The contract for the reorder of gas cylinders is concluded directly between the customer and Linde; payment for the delivered gas or the rental of the gas cylinders is made by the customer directly to Linde; deliveries are made by Linde directly to the customer. If the cooperation between GasVisor and Linde ends, gas deliveries for the customer can continue to be made by Linde or alternatively by another third-party supplier proposed by GasVisor.

3.2 Transfer of Delivery and Service Data to Linde to Optimize Service Provision and Reduce Delivery Times: To ensure the fastest possible provision of contractual deliveries and services by GasVisor and Linde and thus lower capital commitment for the customer, GasVisor is entitled to transfer the customer's delivery and service data to Linde.

3.3 Partial Deliveries: GasVisor is entitled to make partial deliveries.

3.4 Service Provision: The service is provided by GasVisor itself or by commissioned third parties. If GasVisor commissions third parties to provide services, GasVisor remains fully responsible to the customer.

4.1 Scope of Installation Requirements and Other Cooperation Obligations (together the 'Cooperation Obligations'): The customer undertakes to fully and timely ensure or provide the cooperation obligations listed in Appendix 1 to this agreement. In particular, the customer will ensure that the specific locations for the IoT devices agreed in Appendix 2 to this agreement are accessible and prepared and that the named contact persons are fully instructed and authorized to accept and accompany the installation.

4.2 Default of Acceptance; Failure to Provide Cooperation Obligations: If the customer is in default of acceptance, fails to provide a cooperation obligation, or if delivery is delayed for other reasons attributable to the customer, GasVisor is entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage, transport, and energy costs). For this purpose, GasVisor charges the following flat-rate compensation amounts depending on the respective cases:

• Replacement of the rental device in the event of culpable damage: €90

• Address or date adjustment of the delivery up to and including three (3) working days before the agreed delivery date: €99

• Address or date adjustment of the delivery less than three (3) working days before the agreed delivery date: €249

• Failed delivery or collection of an IoT device attributable to the customer: €349

4.3 Compensation: Proof of higher damage and the statutory claims of GasVisor (in particular compensation for additional expenses, reasonable compensation, withdrawal) remain unaffected; however, a flat rate is to be credited against further claims for damages. The customer is permitted to prove that GasVisor has not suffered any damage at all or only significantly less damage than the respective flat rate.

5.1 Prices: The following prices apply:

• The contractual services are remunerated in accordance with the prices agreed in the contract.

• Additional services can be obtained at the prices offered by GasVisor in the contract.

• All prices are exclusive of statutory VAT.

5.2 Payment Terms: Invoicing is carried out in accordance with the contractual agreement, which is agreed individually for each service. Unless otherwise agreed, the software-as-a-service fees for the use of the GasVisor Digital Platform and – in the case of rental of the IoT devices – the usage fees for the GasVisor IoT devices are to be paid annually in advance. The other fees are to be paid after the respective delivery or provision of the service. Invoices are due for payment within 30 days of the invoice date.

5.3 SEPA Direct Debit: Unless otherwise contractually agreed, the customer makes fees and other payments by SEPA direct debit. The customer sets up a SEPA direct debit mandate in favor of GasVisor (SEPA company direct debit mandate for business customers). The customer authorizes GasVisor to use the SEPA direct debit mandate for all fees, charges, and other payments arising in the course of the business relationship. In the event of a return debit note attributable to the customer, the customer must pay a return debit fee in the amount specified in the fee schedule. The customer is entitled to prove that no or lower costs have been incurred.

5.4 Price Adjustments: GasVisor is entitled to increase the contractually agreed prices for the contractual services once a year, namely on January 1 of each year by up to 5%.

5.5 Default: In the event of default in payment, GasVisor is entitled to charge default interest of 9% p.a. above the base interest rate. GasVisor is also entitled, in the event of default in payment by the customer, to claim a default fee of EUR 40.00 in accordance with Section 288 (5) BGB. Proof of higher damage and the assertion of statutory claims remain unaffected; however, the default fee is to be credited against further monetary claims. In addition, GasVisor reserves the right to suspend the provision of further services if the customer is in default of payment or to terminate the contract without notice if the default lasts for more than 60 days.

6.1 Delivery Conditions: The delivery of IoT devices takes place within Germany (mainland only). The specific delivery locations of the customer are specified in Appendix 2 to this agreement. The customer can select the delivery date(s) on the GasVisor Digital Platform; in any case, delivery dates are available within six (6) weeks of conclusion of the contract. If an agreed delivery date cannot be met for reasons attributable to GasVisor, the customer can select a new delivery date within a maximum of four (4) weeks.

6.2 Unavailability of IoT Devices: If GasVisor is unable to meet binding delivery deadlines for reasons for which GasVisor is not responsible (unavailability of the service), GasVisor will inform the customer immediately and at the same time inform them of the expected new delivery deadline. If the service is still not available within the new delivery deadline, GasVisor is entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer will be refunded immediately. Unavailability of the service exists, for example, in the event of disruptions in operations or supply chains due to force majeure.

6.3 Commissioning: If contractually agreed, GasVisor will commission the IoT devices. If the customer commissions the devices themselves, this must be done in accordance with the instructions provided by GasVisor. If the customer has not commissioned the devices in accordance with these instructions, GasVisor's liability lapses.

6.4 Handover: After installation, a handover protocol is drawn up by GasVisor or a third party commissioned by GasVisor.

6.5 Return and Condition of IoT Devices: The customer must ensure that a rented IoT device is returned in perfect, complete condition (this includes, among other things, strap, rust protection, battery cap, battery, anti-tip protection, display, etc.). If a rental device is returned in a defective condition, the resulting costs are to be borne by the customer. For this purpose, GasVisor charges the flat-rate compensation amounts regulated in Section 4.2.

6.6 Compensation: Proof of higher damage and the statutory claims of GasVisor (in particular compensation for additional expenses, reasonable compensation, withdrawal) remain unaffected; however, a flat rate is to be credited against further claims for damages. The customer is permitted to prove that GasVisor has not suffered any damage at all or only significantly less damage than the respective flat rate.

7.1 Access: The customer receives access to the GasVisor Mobile App and the web-based GasVisor Digital Platform. For this purpose, the customer receives access data for the agreed number of users. Each user can change their password freely during their first registration. The customer is obliged to ensure that users keep their access data secret and ensure that access to the app and platform is not granted to any third party.

7.2 Availability and Maintenance: GasVisor undertakes to provide the GasVisor Digital Platform with an availability of 99% on an annual average. Excluded are times of planned maintenance, about which the customer will be informed in good time.

7.3 Rights of Use: The GasVisor Digital Platform, including all graphics, designs, logos, images, and the like contained and used therein, as well as the underlying codes, are protected by copyright. GasVisor grants the customer the non-transferable, non-sublicensable, and non-exclusive right to use the GasVisor Digital Platform within the scope specified in this agreement during the term of the agreement and until revoked. Any use of the GasVisor Digital Platform beyond this is not permitted. In particular, the customer is not entitled to modify, copy, translate, reproduce, rent, sell, or otherwise exploit the GasVisor Digital Platform or the underlying code. Decompiling the software, reverse engineering, or other interventions in the software to access the source code are not permitted.

8.1 Secured Claims: Until full payment of all present and future claims arising from this agreement and an ongoing business relationship (secured claims), GasVisor retains title to the sold IoT devices.

8.2 Unauthorized Actions; Notification Obligation: IoT devices subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must notify GasVisor immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) access the IoT devices belonging to GasVisor.

8.3 Withdrawal; Demand for Return: In the event of a breach of contract by the customer, in particular in the event of non-payment of a purchase price or fee due under a purchase contract, GasVisor is entitled to withdraw from the purchase contract and/or to demand the return of the IoT devices on the basis of the retention of title. A demand for return does not at the same time constitute a declaration of withdrawal; GasVisor is rather entitled to demand only the return of the IoT devices and to reserve the right of withdrawal. If the customer does not pay a due purchase price or fee, GasVisor may only assert these rights if GasVisor has previously unsuccessfully set the customer a reasonable deadline for payment or if such a deadline is dispensable under the statutory provisions.

9.1 Warranty: GasVisor undertakes to provide the services carefully and professionally in accordance with the current state of the art. GasVisor warrants that the delivered IoT devices are free from material and legal defects. The warranty period is twelve (12) months from the transfer of risk. This does not apply if GasVisor has fraudulently concealed the defect or has assumed a guarantee for the quality of the item.

9.2 Liability: GasVisor is liable as follows:

• GasVisor is liable without limitation for damages resulting from intent or gross negligence, as well as for damages resulting from injury to life, body, or health and under the Product Liability Act.

• In cases of slightly negligent breach of a material contractual obligation, the fulfillment of which is essential for the proper performance of this agreement and on the observance of which the contracting party regularly relies and may rely (so-called cardinal obligation), GasVisor is liable limited to the occurrence of the damage foreseeable at the time of conclusion of the contract and typical for the contract; sentence 1 remains unaffected.

• In the cases of the preceding bullet point, GasVisor's liability is limited to 50% of the respective order value. Indirect damages and consequential damages, including lost profits, are excluded.

• Otherwise, unless expressly agreed otherwise, GasVisor's liability is excluded.

• Furthermore, GasVisor's strict liability for initial defects in accordance with Section 536a (1) BGB is excluded. This does not apply to claims due to the absence of guaranteed characteristics from the outset.

• The above liability provisions apply accordingly to the conduct of and claims against employees, legal representatives, and vicarious agents of GasVisor.

10.1 Set-Off: The customer is only entitled to set-off due to undisputed or legally established claims.

10.2 Right of Retention: The customer is only entitled to retention due to undisputed or legally established claims arising from or in connection with this agreement.

11.1 Term: The agreement is concluded for a minimum term of one (1) year. It is automatically extended by one year at a time unless it is terminated with three (3) months' notice to the end of the minimum term or an extension period.

11.2 Extraordinary Termination: Both parties have the right to terminate the agreement without notice for good cause. Good cause exists if one of the parties significantly breaches its contractual obligations and does not remedy this breach within a reasonable period despite a warning. Good cause entitling GasVisor to extraordinary termination of this agreement also exists if the customer is no longer registered on the Linde customer portal.

11.3 Written Form: Any termination must be in writing in accordance with Section 126 BGB; text form is not sufficient.

11.4 Return Obligation: Upon termination of the agreement, the customer is obliged to return the IoT devices received from GasVisor in proper condition. Any damage to or loss of the IoT devices is at the customer's expense. GasVisor reserves the right to charge for IoT devices that are not returned or are damaged.

11.5 Special Right of Termination: If the cooperation between GasVisor and the current third-party supplier Linde ends, the customer is entitled to special termination of this agreement. In this case, GasVisor will refund the customer half of any fees paid by the customer in advance, proportionate to the remaining term of the agreement.

12.1 Confidential Information: 'Confidential Information' means all information and documents of GasVisor that are marked as confidential or are to be regarded as confidential from the circumstances, in particular information about offers, calculations, concepts, digital strategies, customer, supplier, and other business relationships of GasVisor, technical, operational, and other business processes, know-how, information about GasVisor's corporate strategy, the content of this agreement, and all work results.

12.2 Confidentiality Obligation: The customer is obliged to maintain secrecy about such confidential information. This obligation continues indefinitely after termination of the agreement.

12.3 Exceptions: This obligation does not apply to confidential information

• which was already known to the customer at the time of conclusion of this agreement or subsequently becomes known from a third party without violating a confidentiality agreement, statutory provisions, or official orders;

• which is publicly known at the time of conclusion of this agreement or subsequently becomes publicly known, unless this is due to a breach of this agreement;

• which was developed by the customer themselves;

• which must be disclosed due to legal obligations or by order of a court or authority. To the extent permitted and possible, the customer required to disclose will inform GasVisor in advance and give GasVisor the opportunity to take action against the disclosure.

12.4 Scope of Disclosure: The customer will only disclose confidential information to those employees who need to know it for the performance of this agreement and will also oblige these employees to maintain confidentiality for the period after they leave, to the extent permitted by labor law.

13.1 Data Processing: GasVisor undertakes to comply with the applicable data protection regulations. All personal data is treated confidentially and used only within the framework of the contractual agreements.

13.2 Consent: The customer consents to GasVisor storing and processing the personal data collected in the context of the contractual relationship to the extent necessary to fulfill the contractual obligations. Data will only be passed on to third parties if this is necessary for the fulfillment of the contract or if the customer has expressly consented.

14.1 Assignment: GasVisor is entitled to assign its payment claims and other claims against the customer individually or in their entirety to a third party (e.g., a financing partner). The assignment of rights by the customer requires the prior written consent of GasVisor.

14.2 Payments to Third Parties: If payment claims against the customer are assigned to a third party, GasVisor may require the customer to make payments exclusively to the third party and to grant the third party a SEPA direct debit mandate for the collection of payments.

15.1 Amendments and Additions: Amendments and additions to the agreement must be made in text form (including email). This also applies to the waiver of the text form requirement. Section 9.3 remains unaffected.

15.2 Place of Performance: The place of performance is the registered office of GasVisor.

15.3 Place of Jurisdiction: The place of jurisdiction for all disputes arising from or in connection with this agreement is, to the extent permitted by law, Munich.

15.4 Applicable Law: This agreement is subject to German law to the exclusion of conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).

15.5 Severability Clause: Should individual provisions of this agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this agreement shall not be affected. The same applies if the agreement contains a loophole.