General Terms and Conditions (GTC)

Digital Energy 389 Solutions

Version: June 2025

The following General Terms and Conditions (GTC) apply to all contracts, deliveries, and services of Digital Energy 389 Solutions, represented by Dipl.-Ing. Marcin Janas, Bischofswerdaer Str. 1, 01920 Elstra, Germany (hereinafter referred to as "Digital Energy"), unless otherwise agreed in writing.

§ 1 Scope of Application

These GTC apply to all business relations between Digital Energy and its customers in connection with the acquisition and use of the following products and services:

EnerPro 4.0
ThermoPro 4.0
ERP, MES, IoT, and Digital Twin systems
Process automation using AI, ML, and cloud solutions

These GTC apply to business clients as defined by § 14 of the German Civil Code (BGB). Contracts with consumers are handled individually.

§ 2 Services Provided by Digital Energy

Digital Energy offers digital, cloud-based solutions for energy optimization, process automation, and industrial digitalization. The services include:

Development, configuration, and implementation of software solutions
System integration into existing IT/OT infrastructures
Technical consulting and training
Support and maintenance services

The specific scope of services is defined in the respective contract or quotation.

§ 3 Conclusion of Contract

A contract is formed by the customer's written or electronic acceptance of a quotation issued by Digital Energy, or by signing an individual project agreement.

§ 4 Prices and Payment Terms

All prices are net plus applicable statutory VAT. The payment terms agreed in the contract or quotation apply.

Payments are due within 14 days of the invoice date. In the event of default, Digital Energy reserves the right to charge reminder fees and default interest in accordance with § 288 BGB.

§ 5 Customer Obligations to Cooperate

The customer is obliged to provide all necessary information, access, and data in due time. Any delays caused by failure to cooperate will extend agreed deadlines accordingly.

§ 6 Usage and Intellectual Property Rights

Upon full payment, Digital Energy grants the customer a non-exclusive, non-transferable right to use the delivered software solutions for the agreed contractual purpose.

All intellectual property rights to developed programs, concepts, texts, and other creative works remain with Digital Energy, unless otherwise agreed.

§ 7 Liability

Digital Energy is liable for damages only in cases of intent or gross negligence. For simple negligence, liability is limited to essential contractual obligations (“cardinal duties”) and to typical, foreseeable damage.

Digital Energy is not liable for data loss or business interruptions resulting from improper use or insufficient data backup by the customer.

§ 8 Warranty

Statutory warranty rights apply. The limitation period for claims for defects is 12 months from delivery or acceptance, unless the defect was caused intentionally.

§ 9 Data Protection

The processing of personal data is carried out in accordance with the General Data Protection Regulation (GDPR) and our privacy policy.

Customer data is processed exclusively for contract fulfillment and maintaining the business relationship.

§ 10 Confidentiality

Both parties agree to maintain confidentiality with respect to all trade and business secrets obtained during the project, even after the contract ends.

§ 11 Final Provisions

The law of the Federal Republic of Germany applies. The place of jurisdiction, where legally permissible, is the registered office of Digital Energy (01920 Elstra).

If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall remain unaffected.

Contact:

Digital Energy 389 Solutions

Dipl.-Ing. Marcin Janas

Bischofswerdaer Str. 1

01920 Elstra | Germany

Tel.: +49 (0) 1520 394 8888

E-Mail: info@de389.com

Website: www.de389.com

§ 12 Use of SaaS Services (Software-as-a-Service)

Service Description

Digital Energy provides certain software solutions (e.g., EnerPro 4.0, ThermoPro 4.0, ERP/MES systems) as SaaS via the Internet ("Cloud Services"), particularly through the Odoo online platform or proprietary server environments.

Availability

Digital Energy strives for an average annual availability of at least 98%, excluding maintenance periods and force majeure. Maintenance is, where possible, carried out outside of regular business hours.

Customer Obligations

The customer must keep login credentials confidential and must not disclose them to third parties. Suspected misuse must be reported to Digital Energy immediately.

Datensicherung & Hosting

Data Backup & Hosting

Backups are performed regularly by Digital Energy or its hosting partners. The customer retains ownership of their data and may request a data export upon termination of the contract, if technically feasible.

§ 13 Software Licensing Terms

Grant of Rights
Upon commencement of the contract and full payment, the customer receives a simple, non-exclusive, non-transferable right to use the provided software solely for contractual use within their own organization.

Prohibited Use
The customer is prohibited from:

Passing the software to third parties or sublicensing it
Reverse-engineering the source code unless legally permitted
Reproducing or making the software publicly accessible without written consent

Open Source Components

If open-source components are used, their respective license terms apply additionally.

§ 14 Confidentiality (NDA)

Confidential Information

Both parties undertake to keep confidential all information received during the cooperation that is marked as confidential or is by nature considered confidential. This particularly includes trade secrets, technical data, contract details, and customer-related information.

Permissible Disclosure

Disclosure of confidential information to third parties is only permitted if:

Required by law
The other party has given prior written consent
The third parties are contractually bound to confidentiality

Exceptions

No confidentiality obligation applies to information that:

Is already publicly known
Was independently developed
Was lawfully obtained from third parties without confidentiality obligations

Duration of Obligation

The confidentiality obligation remains in effect for three (3) years after contract termination.

§ 15 Support, Maintenance and Updates

Support Services

Digital Energy provides support via email and – depending on the contract – by phone or through a ticket platform. Support includes technical assistance, error analysis, and general user inquiries during business hours (weekdays from 09:00–17:00).

Maintenance and System Management

To ensure stability and security, Digital Energy regularly performs maintenance. Scheduled maintenance will be announced at least 24 hours in advance, if possible, and carried out outside of peak hours.

Updates & Feature Upgrades

Customers receive regular security updates and minor feature enhancements (“Minor Updates”) at no additional cost. Major version upgrades or new features (“Major Upgrades”) may be charged separately unless otherwise agreed.

Compatibility and System Requirements

The customer is responsible for complying with recommended system requirements (e.g., browsers, devices). An up-to-date compatibility list is available from Digital Energy upon request.