General Terms and Conditions of the conductr Platform

This English version is provided for convenience. The German version remains the legally authoritative version unless expressly agreed otherwise.

Preamble

These Terms govern the use of the digital B2B platform conductr and the related contractual relationships between conductr GmbH and its users and partners. The platform supports the efficient handling of approval processes in digital dataspaces and the identification of partners for approval, assessment, and certification services.

§ 1 General Scope and Contracting Parties

These Terms apply to all contractual relationships regarding the use of our platforms, websites, applications, and profiles operated by conductr GmbH and its users or partners.

The platform is intended exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code. Contracts with consumers are excluded. By using the platform, you confirm that you act in the exercise of a commercial, freelance, self-employed, public-law, or non-profit professional activity.

The version of these Terms valid at the time the contract is concluded applies. Deviating terms of users or partners do not apply unless we expressly agree to them.

§ 2 Definitions

Platform: All sales and operations channels provided by conductr, especially websites and applications used to provide conductr services.

User: An entrepreneur who finances, plans, or operates energy assets and uses conductr services to find and use partner products in approval and certification processes.

Partner: A company or legal entity registered with conductr that offers services or digital content through the platform in the context of digital approval processes.

Services: conductr services, including platform operation, software access, contract-initiation features, and support, as well as partner services provided independently by partners to users.

Account: The personal, non-transferable access area created after registration, containing data and documents for requesting or offering services.

Request model: The process in which a user submits a request through the platform and partners may submit binding service offers.

§ 3 Platform Roles and Contractual Relationship

conductr operates the platform and provides the technical infrastructure that enables users to identify partners and initiate contracts. conductr generally acts only as intermediary and technology provider. Contracts for partner services are concluded directly between the relevant user and partner.

conductr does not become a party to contracts for partner services and assumes no liability for breaches of duty or defects under those contracts. conductr may, however, make editorial or operational adjustments to improve clarity, quality, or matching, without changing the legal responsibility of users or partners for their own content and contracts.

§ 4 Liability Principles

conductr is liable for intent and gross negligence in accordance with statutory provisions. In other cases, conductr is liable only for breach of essential contractual obligations and only for foreseeable, typical damage. Liability for simple negligence is otherwise excluded.

Liability for injury to life, body, or health and liability under the German Product Liability Act remain unaffected. conductr is not liable for data loss where the damage would have been avoided by regular and complete backups by the user or partner.

conductr gives no warranty or guarantee regarding the quality, suitability, safety, qualifications, timeliness, or reliability of partner services.

§ 5 Confidentiality and Information Protection

The parties must keep confidential all information disclosed in the course of the contractual relationship, including trade secrets, critical infrastructure data, request data, offers, and fee models, and may use such information only to perform the contract.

This does not apply to information that is already public or lawfully obtained from third parties. If disclosure is required by law, court order, or authority, the affected party will, where legally permitted and practically possible, inform the other party without undue delay.

Section A: Rules for All Users

§ 6 Registration and Account

Use of the platform requires registration and a personal account. There is no entitlement to registration, and conductr may reject registrations without giving reasons. Registration data must be complete and accurate.

Accounts may be used only by the registered user or partner. Account sharing and multiple accounts for the same username are not permitted. The contract begins upon completion of registration and runs indefinitely unless a minimum term has been agreed.

Consent to these Terms and to the included data-processing agreement is usually given electronically during registration.

§ 7 Data and Cooperation Duties

Users and partners are responsible for all content and data they enter, upload, or provide. They must not upload unlawful content, infringe third-party rights, or misuse the platform.

Users and partners must cooperate appropriately, including by providing required information, documents, and materials. If they fail to cooperate, conductr may temporarily or permanently block or delete the account. Payment obligations remain unaffected.

conductr processes personal data on behalf of customers in accordance with Article 28 GDPR. conductr processes data only on instructions, commits personnel to confidentiality, and implements statutory security measures. Subcontractors may be used, including hosting and authentication providers.

conductr may process non-personal or anonymised data arising from platform use for platform communication, optimisation, and statistical evaluation.

§ 8 Communication

Communication between conductr and users or partners takes place via the account, by telephone, or by email to the address provided. Users and partners consent to these communication channels.

§ 9 Term and Termination

Unless a minimum term has been agreed, either party may terminate the contract at any time without giving reasons. If a minimum term has been agreed, the contract renews monthly unless terminated with one month's notice before the end of the relevant term.

Termination may be sent by email to cancellation@conductr.io or carried out within the account. Termination does not affect existing service relationships between users and partners and is only possible once all final invoices have been issued and paid.

§ 10 Platform Availability and Error Handling

conductr targets an annual average availability of 99.9%, excluding planned maintenance and events outside conductr's control, such as force majeure or hosting infrastructure disruptions. Planned maintenance will be announced where possible.

conductr may modify platform functionality, appearance, structure, or content where this does not materially change the main contractual obligations. conductr may block or modify content that violates law, public morals, or these Terms.

Section B: Additional Duties for Partners

§ 11 Publishing Offers

Partner registration requires platform registration. Partners must keep all required information, certificates, qualifications, and approvals complete and up to date. conductr may review partner services and qualifications at regular intervals.

Partners are solely responsible for the legality, completeness, and accuracy of their offers and for compliance with all information obligations.

§ 12 Response Times and Project Handling

conductr may monitor partner response times. Repeated failure to meet appropriate response times may lead to temporary or permanent suspension. Acceptance of a binding offer by the user creates a contract exclusively between user and partner.

Partners are responsible for complete and legally compliant documentation of contract execution, including invoicing, document exchange, communication, and defect claims, in the conductr dataspaces.

§ 13 Indemnification by Partners

Partners indemnify conductr against third-party claims, especially user claims, arising from culpable breaches of contractual or statutory duties by the partner, including defects in partner services, intellectual-property infringements, or data-protection violations.

If a partner and user conclude a contract outside the portal to avoid paying the service fee, the partner must notify conductr without undue delay. Failure to do so may lead to extraordinary termination and permanent suspension.

§ 14 Partner Terms

Partner terms apply to contracts for partner services concluded between users and partners, provided they were made reasonably accessible before or upon acceptance of the offer. They supplement but do not replace these conductr Terms.

Partners must make their terms and privacy policy easily accessible in their partner profile and within the request model.

Section C: Payment and Fee Model

§ 15 Platform Usage Fee

A monthly or annual platform usage fee may be charged for access to conductr services. The amount and due date are determined by the individual agreement at registration or commissioning. Payment obligations continue until the actual end of the contract.

Payment may be made using supported payment methods such as direct debit, card payment, third-party payment platforms, or bank transfer. conductr may exclude or add payment methods. Where third-party payment providers are used, their own terms and privacy notices apply.

§ 16 Transaction-Based Service Fee

conductr charges a transaction-based service fee for initiating partner services through the request model. The fee is determined automatically based on the transaction amount agreed between user and partner and may be adjusted by the partner.

The fee becomes due when the transaction is carried out, for example when the user accepts the partner's offer. The exact amount depends on individually agreed conditions and the type of service.

§ 17 Prices and Payment Terms

Prices stated by conductr for platform and service fees are net prices unless agreed otherwise. Payment is due upon invoicing. In case of late payment, conductr may charge statutory default interest and may commission a collection agency.

Set-off and retention rights are available only where the counterclaims are legally established, undisputed, or arise from the same contractual relationship.

§ 18 Separation of Payment Flow and Third-Party Costs

Payment for partner services is made directly and exclusively between user and partner. conductr may provide technical access to third-party payment services but does not become a party to the payment transaction between user and partner.

Authority fees, public charges, expert fees, and other third-party costs are not included in partner-service prices or conductr fees and must be paid separately and directly by the user. If advanced by conductr or the partner, they must be reimbursed without undue delay.