General Terms and Conditions

Attivita GmbH — Wholesale of digital software licences

Last updated: 26 October 2026

Section 1 Scope, business exclusively with commercial customers

(1) These General Terms and Conditions apply to all business relationships between Attivita GmbH, von-Galen-Str. 75, 33378 Rheda-Wiedenbrück ("Attivita") and its customers concerning the supply of digital software licences. They apply to orders placed via the website at attivita.de as well as to orders placed via the application programming interface ("API") at api.attivita.de.

(2) Attivita trades exclusively with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), with legal entities under public law and with public-law special funds. No contracts are concluded with consumers within the meaning of Section 13 BGB. By registering, the customer confirms that it is acting in the exercise of its commercial or independent professional activity.

(3) Deviating, conflicting or supplementary general terms and conditions of the customer do not become part of the contract, even if Attivita does not expressly object to them or delivers in the knowledge of such terms. Deviations from these terms require express agreement in text form.

(4) Attivita is entitled to amend these terms with effect for future orders. The amended terms will be communicated to the customer in text form at least four weeks before they take effect. If the customer does not object before the terms take effect, the amended terms shall be deemed accepted for orders placed from that point onwards. Attivita will draw particular attention to this right of objection and to the consequences of silence in the notification.

Section 2 Customer account and activation

(1) Orders require a registered customer account that has been activated by Attivita. Registration requires the name of the contact person, a business email address, the company name, the VAT identification number or tax number, a telephone number and a complete billing address. Attivita may require proof of business or commercial register registration; this may be submitted during the registration process.

(2) A newly registered account is initially assigned the status "under review" and is not authorised to place orders. Activation takes place following a review of the information by Attivita. There is no entitlement to activation; Attivita may refuse activation without stating reasons.

(3) The customer must keep its information, in particular its company name, billing address and VAT identification number, up to date at all times and notify Attivita of any changes without delay.

(4) The customer must keep its access credentials confidential and protect them against access by third parties. The customer is liable for all orders placed through its account unless it demonstrates that the use was not attributable to it. Attivita must be notified without delay in the event of loss or suspected misuse of access credentials.

(5) Attivita may block a customer account if the customer breaches these terms, if information is incorrect, if the VAT identification number cannot be confirmed or can no longer be confirmed, or if the customer is in default with payments due. While an account is blocked, orders cannot be placed via the website or the API.

Section 3 Conclusion of contract

(1) The presentation of products in the shop and their output via the API do not constitute a legally binding offer but an invitation to place an order.

(2) By submitting an order in the shop or calling the order endpoint of the API, the customer makes a binding offer to acquire the selected licences.

(3) The contract is concluded as soon as Attivita confirms the order or makes the licence keys available. The automated confirmation of receipt of the order constitutes acceptance insofar as it sets out licence keys or makes them available for retrieval.

(4) Orders placed via the API are deemed authorised by the customer if they were transmitted using its access token.

Section 4 Prices, discounts and value added tax

(1) All prices are net prices in euros and are exclusive of statutory value added tax, insofar as such tax applies.

(2) The price displayed to the customer in its customer account or via the API at the time of the order is decisive. Individually agreed discounts and price tiers are taken into account automatically when determining prices; the prices output are therefore customer-specific.

(3) Prices and discount terms are subject to change and may be amended for future orders. Contracts already concluded remain unaffected.

(4) The treatment for value added tax purposes depends on the customer's place of establishment:

a) For customers established in Germany, German value added tax is charged at the statutory rate.

b) For entrepreneurs established in another Member State of the European Union, invoicing is carried out without German value added tax where a valid, confirmed VAT identification number is available; the tax liability passes to the customer under the reverse charge procedure. The customer is obliged to account for the supply properly in its state of establishment.

c) For customers established outside the European Union, invoicing is carried out without German value added tax; any taxes and duties arising in the country of destination are borne by the customer.

(5) Attivita verifies the VAT identification numbers of customers from other Member States of the European Union and repeats this verification at regular intervals. If the number cannot be confirmed, Attivita is entitled to charge value added tax retrospectively, to correct invoices already issued and to block the customer account until a valid number is provided. The customer shall compensate Attivita for any damage arising from an incorrect number or a number that is no longer valid.

Section 5 Availability and allocation of licence keys

(1) The availability shown in the shop and via the API is a non-binding snapshot. For commercial reasons, stock levels are shown only up to an upper limit; the quantity actually available may be higher. Larger purchase quantities require individual arrangement.

(2) Attivita checks availability for every order. If stock is insufficient for a line item, the order is rejected in its entirety and the customer is informed of the affected line item together with the available quantity. Partial fulfilment does not take place.

(3) Where several orders access the same licence keys simultaneously, an order may be rejected with a corresponding notice. In that case the customer may repeat the order.

(4) There is no entitlement to the delivery of specific, individually designated licence keys. Attivita determines the allocation from the respective licence inventory.

Section 6 Delivery

(1) Delivery takes place exclusively in electronic form. No physical dispatch of data media or packaging takes place.

(2) The licence keys are made available to the customer immediately after conclusion of the contract, namely in its customer account, by email to the address on file and — for orders placed via the API — directly in the response to the order. The keys can be retrieved again at any time via the order enquiry function of the API.

(3) Delivery takes place irrespective of receipt of payment, as billing is by invoice.

(4) The customer is responsible for providing a deliverable email address and for ensuring that messages from Attivita are not rejected by filters. Making the keys available in the customer account constitutes delivery in any event.

(5) Upon being made available, responsibility for the secure safekeeping of the licence keys passes to the customer. Attivita is not obliged to retain them permanently; the customer must back up the keys in its own systems.

Section 7 Payment terms

(1) Billing is by invoice. Payment is to be made by bank transfer to the account stated in the invoice.

(2) The payment term is 14 days from the invoice date unless a different payment term is recorded in the customer account or has been agreed individually. The due date stated in the invoice is decisive.

(3) Attivita invoices orders collectively. The billing period and billing day result from the settings recorded in the customer account. Orders not yet invoiced are shown to the customer in its account.

(4) Invoices are made available electronically in PDF format. The customer consents to electronic invoicing and waives transmission in paper form.

(5) Payment is deemed to have been made only once the amount has been credited in full and unconditionally to Attivita's account. Partial payments are recorded as such and discharge the customer only to the extent of the amount credited.

(6) The customer may set off only against undisputed counterclaims or counterclaims that have been established by final judgment. The customer may exercise a right of retention only on account of counterclaims arising from the same contractual relationship.

Section 8 Credit limit

(1) Attivita grants the customer a credit limit which is recorded in the customer account. The credit limit caps the sum of orders not yet invoiced and of outstanding, unpaid invoices.

(2) For each order, Attivita checks whether the order value together with the existing outstanding balance exceeds the credit limit. If it does, the order is rejected and the customer is informed of the credit limit, the outstanding balance and the remaining headroom. This applies equally to orders placed via the website and via the API.

(3) Attivita may set, adjust or withdraw the credit limit at its reasonable discretion, in particular in the event of late payment, a material deterioration in the customer's financial circumstances or an adverse credit report. A reduction will be notified to the customer and takes effect for future orders.

(4) There is no entitlement to the granting or continuation of a particular credit limit.

Section 9 Late payment and dunning

(1) If the customer does not pay by the end of the payment term, it falls into default without further reminder. Attivita will then mark the invoice as overdue.

(2) Attivita issues dunning notices in several stages. The first payment reminder is issued no earlier than three days after the due date. If payment is not made, a first dunning notice follows no earlier than four days after the payment reminder, a final dunning notice no earlier than five days thereafter and a concluding stage no earlier than a further five days later. Dunning notices are transmitted electronically to the email address on file.

(3) From the onset of default the customer owes default interest at nine percentage points above the applicable base rate as well as a flat-rate amount of 40 euros pursuant to Section 288 (5) BGB. The right to claim further damages caused by default, in particular the costs of legal action and debt collection, is reserved.

(4) If the customer is in default with a payment due, Attivita is entitled to withhold further deliveries, to block the customer account and to declare all outstanding claims arising from the business relationship immediately due and payable. Section 321 BGB remains unaffected.

(5) Attivita is entitled to assign claims to third parties for the purpose of collection.

Section 10 Rights of use, retention of title and manufacturer terms

(1) The customer acquires the rights of transfer and use existing in the licence keys supplied in accordance with the terms of the respective software manufacturer.

(2) The granting of the rights of use and resale is subject to full payment of the respective invoice. Until then, the transfer of the licence keys to third parties is permitted only within the ordinary course of the customer's business. In the event of final refusal to pay, Attivita may reclaim the rights granted and have the licence keys blocked insofar as this is technically possible.

(3) The customer is obliged to comply with the licence and usage terms of the software manufacturers and to impose corresponding obligations on its own customers. This includes in particular restrictions as to the group of users, the number of devices, the term and the area of deployment.

(4) Individual products are intended only for specific regions or distribution territories. The information on the validity region shown in the shop and via the API is binding. The customer may not deploy or pass on such licences outside the territory specified and shall indemnify Attivita against third-party claims arising from a breach of this restriction.

(5) Attivita is not obliged to provide the software itself, nor any installation, configuration, training or support for the software. Support is provided by the respective manufacturer in accordance with its terms.

Section 11 Duty to inspect, defects and replacement delivery

(1) The customer must inspect the licence keys supplied without delay upon receipt for completeness and usability. Section 377 of the German Commercial Code (HGB) applies. Obvious defects must be notified in text form without delay, at the latest within seven working days of delivery; hidden defects must be notified without delay upon their discovery. Otherwise the delivery shall be deemed approved.

(2) If a licence key cannot be activated or has already been used elsewhere, Attivita shall provide subsequent performance by delivering a replacement key. The customer must provide Attivita with the information required for examination, in particular the affected key and the manufacturer's error message.

(3) If subsequent performance fails twice, the customer may, at its option, reduce the purchase price or withdraw from the contract. Further claims are governed by Section 12.

(4) The limitation period for claims based on defects is twelve months from delivery. This does not apply to claims based on intent, fraudulent concealment or gross negligence, in the event of injury to life, body or health, where a guarantee has been assumed or in cases of mandatory statutory liability.

(5) No liability is assumed for the suitability of the software for the purposes of the customer or its own customers unless expressly confirmed in text form.

Section 12 Liability

(1) Attivita is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, for the fraudulent concealment of a defect, where a guarantee has been assumed and under the provisions of the German Product Liability Act.

(2) In the event of a slightly negligent breach of an obligation the performance of which is of particular importance for achieving the purpose of the contract, Attivita's liability is limited to the foreseeable damage typical for this type of contract. In all other respects, liability for slight negligence is excluded.

(3) Liability for indirect damage, loss of profit, failure to achieve savings and third-party claims is limited, within the scope of paragraph 2, to the foreseeable damage typical for this type of contract.

(4) Attivita is liable for the loss of data only in the amount of the expenditure that would have been necessary for restoration had the customer backed up the data properly and regularly. The customer is obliged to back up the licence keys supplied independently.

(5) The above limitations also apply to the liability of Attivita's legal representatives, employees and agents.

Section 13 Cancellation and returns

(1) The customer has no right to return licence keys supplied or to withdraw without statutory grounds.

(2) Attivita may cancel orders in whole or in part as a goodwill gesture as long as no invoice has yet been issued for them. In the case of a partial cancellation, the licence keys already used by the customer remain part of the order; the remaining keys are removed from the order, the order value is reduced accordingly and the keys are returned to the licence inventory.

(3) If an invoice has already been issued for an order, a correction is made exclusively by issuing a credit note. The original invoice remains unchanged for reasons of traceability. Here, too, a full or partial credit note is possible.

(4) Licence keys that have already been activated or passed on, or whose value has diminished through the passage of time, will not be accepted back.

(5) There is no entitlement to cancellation or to a credit note; the decision is at Attivita's discretion.

Section 14 No right of withdrawal

There is no right of withdrawal. The statutory right of withdrawal for distance contracts under Sections 312g and 355 BGB is available to consumers only. As Attivita, pursuant to Section 1 (2) of these terms, concludes contracts exclusively with entrepreneurs, legal entities under public law and public-law special funds, the right of withdrawal does not apply to contracts with Attivita.

Section 15 Use of the API

(1) Attivita may grant the customer access to the API upon request. Activation requires an activated customer account, a valid VAT identification number and an agreed credit limit. There is no entitlement to the granting of API access.

(2) Access is provided by means of an access token assigned to the customer account. The token determines price determination and the allocation of orders. The customer must treat the token like a password, use it exclusively on the server side, not disclose it in client-side or browser-side code and transmit it exclusively via encrypted connections. Attivita must be notified without delay in the event of suspected disclosure; Attivita may block the token and issue a new one at any time.

(3) Access is possible only where the customer account has been activated. Requests are rejected where an account is blocked or has not yet been activated.

(4) Use of the API is subject to access restrictions in order to protect operational security. If these are exceeded, requests are temporarily rejected. The customer must organise its requests in such a way that they do not impair operations; for ongoing reconciliation of stock levels and prices, the notification functions provided are to be used. Individual thresholds may be agreed.

(5) The customer is prohibited from accessing the API or the shop automatically to an extent that exceeds its own business requirements, from circumventing protective measures, from granting access to third parties and from passing on or publishing data obtained via the API, in particular price and stock data.

(6) Attivita provides a test environment in which order processes can be carried out without legal effect. The test environment serves integration purposes only and is in a trial stage; there is no entitlement to its availability or to a particular range of functions.

(7) Attivita may further develop interfaces, data fields and endpoints. Changes requiring an adjustment of existing integrations will be announced to the customer with reasonable notice in text form or via the documentation.

(8) In the event of a breach of this Section, Attivita may block API access without prior notice.

Section 16 Availability of the platform

(1) Attivita endeavours to achieve a high level of availability for the shop and the API but does not owe any particular level of availability. No service level agreement exists unless concluded separately in text form.

(2) Attivita may temporarily restrict or interrupt operations for maintenance work. Where possible, foreseeable maintenance windows will be announced in advance.

(3) Attivita is not liable for disruptions resulting from circumstances outside its sphere of influence, in particular failures of telecommunications or data centre service providers, attacks on the infrastructure, official orders or force majeure. Attivita will inform the customer of such disruptions and their anticipated duration.

Section 17 Confidentiality

(1) The prices, discount tiers, credit limits and other terms agreed between the parties, as well as the price and stock data obtained via the API, must be treated as confidential and must not be disclosed to third parties.

(2) This obligation does not apply to information that is publicly known, that becomes known to the recipient without breach of a confidentiality obligation or that must be disclosed on the basis of a statutory obligation or an official or judicial order. In the latter case, the other party must be notified in advance insofar as this is permissible.

(3) The obligation continues to apply for three years beyond the end of the business relationship.

Section 18 Data protection

Attivita processes personal data, in particular the contact details of the customer's contact persons, in accordance with statutory provisions. Details of the purposes, legal bases, recipients and retention periods and of the rights of data subjects are set out in the privacy policy at attivita.de. The customer shall ensure that it has informed the contact persons whose data it transmits to Attivita about this processing.

Section 19 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance for all services and payments is Attivita's registered office in Rheda-Wiedenbrück.

(3) The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship is the court having jurisdiction for Attivita's registered office. Attivita remains entitled to bring proceedings at the customer's general place of jurisdiction.

(4) The assignment of the customer's claims against Attivita to third parties is permitted only with Attivita's prior consent in text form. Section 354a HGB remains unaffected.

(5) Amendments and supplements to the contract as well as collateral agreements require text form. This also applies to any amendment of this clause.

(6) Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.

(7) These terms have been drawn up in German and English. In the event of discrepancies or differences of interpretation, the German version shall prevail.

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Attivita GmbH von-Galen-Str. 75, 33378 Rheda-Wiedenbrück, Germany Managing Director: Andreas Zurlo Local Court of Gütersloh, HRB 11840 VAT identification number: DE331138451 Email: info@attivita.de