Cambrion General Terms and Conditions
1. Definitions and defined terms
"Access" means the act of using the Agentic Technology via the relevant Access Methods as permitted under the applicable Service (Cloud Service or On-Premise License) specified in the Access Order.
“Access Methods” means any and all technical means provided or specified by the Company (such as URL, user ID, password, API key, or software interface) that enable the Customer to use or interact with the Agentic Technology under the specific Service model (Cloud Service or On-Premise License) agreed in the Access Order.
“Access Order” means the document, including any annexes, signed by both Parties or agreed upon via a Cambrion Certified Partner, which specifies the Services ordered by the Customer, the applicable Fees, the Contract Term, deployment model (Cloud Service or On-Premise License), and other specific commercial details, incorporating by reference these General Terms and Conditions.
“Affiliates” means, with respect to either party, any corporate entity in which such party directly or indirectly holds more than 50% of the shares or has more than 50% of the voting rights (subsidiaries), as well as those companies of which such party is a subsidiary according to the above definition (parent companies), and all subsidiaries of the parent company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG).
"API" means the Company's API to allow Access.
"Cambrion Certified Partner" means an authorised partner reseller of the Services through which a Customer may procure.
"Agentic Technology" means the Company's proprietary software, algorithms, and technology for document processing, as described in the Documentation, which forms the core of the Services provided under an Access Order.
“Cloud Services” means the provision of the Agentic Technology by the Company to the Customer as a remotely hosted service, accessed via the internet using specified Access Methods.
"Company" means Cambrion GmbH, Thierschstr. 20, 80538 Munich, Germany and its Affiliates.
“Confidential Information” means information of the respective other Party, including but not limited to information relating to the operation, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documentation, data or information, (a) clearly identified or identified as "confidential" or "proprietary" or similar at the time it is communicated by either party to the other; (b) communicated orally or visually, identified at the time of communication as Confidential Information and confirmed in writing as Confidential Information within ten (10) days; or (c) reasonably identified by any person at the time of communication as confidential or proprietary. Confidential Information includes the Software and Documentation.
“Contract Term” means the term for Customer’s use of the Services as identified in the Access Order.
“Customer” means the end user customer who is receiving Services either: (a) directly from the Company under an Access Order, and whose details are set out in that Access Order; or (b) by purchasing via a Cambrion Certified Partner, and any of their Affiliates.
“Customer Data” are all (i) data entered by Customer (or its Users) or transmitted to Cambrion by the Customer or on his behalf to Cambrion for the purpose of using the Services and (ii) data generated, stored, and otherwise processed by Customer within the framework of the Services.
“Documentation” is the entirety of all documents provided by Cambrion relating to the Services, whereby the authoritative version of the Documentation is the version corresponding to the release used by Customer at the time at which he or Cambrion refers to the Documentation.
“Fees” means the fees as specified in the Access Order being payable either directly by the Customer (in the event that the Customer contracts directly with the Company) or the Cambrion Certified Partner (in the event that the Customer procures Services from a Cambrion Certified Partner).
“Free Trial” or "Free Trial Term" have the meanings set out in clause 9.1.
“Inappropriate Content” means content that (i) is unlawful, harmful, abusive, obscene, or otherwise objectionable; (ii) enables illegal activity; (iii) contains sexually explicit images; (iv) promotes unlawful conduct; (v) is discriminatory, including based on race, sex, color, religion, sexual orientation or disability; or (vi) causes damage or injury to any third party or property.
“Intellectual Property Rights” means and includes, without limitation, rights in patents, utility models, trademarks, service marks, trade names, other signs identifying the place of business and inventions, as well as copyrights, design rights, database rights and know-how rights, trade secrets and all other intellectual property rights, whether registered or unregistered, including all applications for such rights.
“Managed Services” means consulting services, data validation services and other post-go-live technical success and management services that Cambrion furnishes to Customer related to the Agentic Technology.
"On-Premise License" means the grant of a right under an Access Order for the Customer to install, operate, and use a specific version of the Agentic Technology (potentially packaged as On-Premise Software) directly on the Customer's own IT infrastructure or managed environment, subject to the terms herein.
“On-Premise Software” means the specific package of the Company's Agentic Technology, including related components, modules, documentation, configurations, and delivery mechanisms (such as containers or installers), provided to the Customer for installation under an On-Premise License.
“Over Usage” means Services that the Customer uses beyond the scope of the respective Access Order (e.g. the Customer increases the agreed number of processed pages).
“Party” means respectively Cambrion or the Customer; jointly “the Parties”.
“Pilot” means the productive testing of Cambrion automation technology including system integration.
“PoC” means Proof of Concept, the productive testing of Cambrion automation technology without system integration.
“Processed Pages” means the number of pages read by the Software to which the Customer committed in the Access Order during a 12-month period.
“Professional Services” means training, migration, implementation or other professional services that Cambrion furnishes to Customer related to the Agentic Technology.
“Secondary Data” is new and anonymous information generated through processing of Customer Data and information generated through monitoring or other observation of Customer's and User's use of the Software and aggregated with data from other customers of Cambrion. Cambrion owns and retains all rights in Secondary Data. Secondary Data is not and does not contain Customer Data, Confidential Information of Customer or any personal data under GDPR.
“Services” means the specific offerings ordered by Customer in an Access Order, which may include the Cloud Service, an On-Premise License, Professional Services, and/or Managed Services related to the Agentic Technology.
“Software” refers to pipeline software and/or completion user interfaces Customer may use as part of the Services, as well as any further software components described in the Access Order. If Cambrion makes new versions, updates, upgrades or other new deliveries with respect to the Software during the term, the provisions set forth below shall also apply to them.
“Special Terms” are any additions to or modifications of these T&C that the Parties specify in the Access Order.
“Statement of Work” means a statement of work for Professional Services that is executed by the Parties and references the Access Order.
“T&C” are these General Terms and Conditions as part of the Access Order.
“Updates” are all new versions, releases, other bug fixes and patches provided by Cambrion as part of the maintenance and support services as part of the use of the software.
“Upgrades” are extensions and adjustments to the contractually agreed Services.
"URL" means the Company's web URL through which the Customer will access the Agentic Technology.
“User” is an individual (employee, freelancer and authorized representative) who is using the Software on behalf of the Customer and who has received a user identification and password (if applicable) or other access to the Software from Customer (or from Cambrion at Customer's request).
“User Data” is data generated by Users during the use of the Software (e.g. log-ins, activities, usage time).
2. Access to Agentic Technology and Scope of Services
2.1. These T&C govern the Customer's use of the Company's Agentic Technology, provided through the specific Services agreed upon in the Access Order. These Services may include the Cloud Service (temporary use of Software via the cloud) and/or an On-Premise License (temporary use of Software installed on the Customer's own IT infrastructure), as well as associated Professional Services or Managed Services.
Customer’s terms and conditions only become part of the agreement if expressly agreed upon in written form.
2.2. Subject to the receipt of the relevant Fees, the Company shall enable the Customer to use the Agentic Technology as specified in the Access Order (the "Service Commencement") starting from the Start Date and continuing for the Contract Term. The Customer may only use the Agentic Technology for its own internal business purposes in accordance with the Access Order and these T&C. The agreed Fees include the right to use the functions of the relevant Software component of the Agentic Technology, use of the Documentation, and any maintenance and support services specified in the Access Order or applicable Service Level Agreement. Customer accepts the offer by signing the Access Order. The Access Order applies in conjunction with these T&C.
2.3. The Customer shall comply with these General Terms and Conditions, any terms of use or service (including the acceptable use policy set out in the Acceptable Use Schedule) and privacy and/or cookies policy that the Company may provide to Customer or publish online on its Website.
2.4. The Company offers its services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Contract conclusion with consumers within the meaning of Section 13 BGB is excluded. Cambrion reserves the right to terminate the contract without notice if there is any deception regarding the consumer status.
2.5. The Company shall provide Access Methods, through which the Customer can access the Agentic Technology. The Company grants the Customer a non-exclusive right to use the Access Methods for the purposes of accessing the Agentic Technology, and integrating it into the Customer's automation workflows via API calls during the Term.
2.7. The Company shall provide Access with reasonable skill and care and will comply with applicable laws and regulations with respect to its activities under these T&C.
2.8. If the Company agrees to provide any additional services to Customer these will be set out in a Statement of Work or a separate agreement.
2.9. The information provided to Customer by the Company relating to future Cambrion software, products and services as well as business or technology plans is to be understood only as an indication of possible strategies, developments and functionalities and is not binding on Cambrion.
2.10. The Company is entitled to make use of suitable subcontractors. The Company shall be liable for subcontractors used by it as for its own actions.
3. Intellectual Property Rights
3.1. The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Company's brands, trademarks and logos, the Agentic Technology, the Software, the Documentation, and any Company Content. Except as expressly stated herein, the Company does not grant the Customer any rights in respect of those Intellectual Property Rights.
3.2. For the term specified in the Access Order, Customer is granted a simple, non-exclusive, non-transferable and worldwide usage right of the Software and the Documentation for its internal use, in each case in accordance with the provisions of Access Order. For On-Premise Software, Customer is granted a non-exclusive, non-transferable license to install and use the software on its own hardware infrastructure. Customer is not permitted make available the Software or the Documentation to any third party.
3.3. Customer is not allowed to:
(a) de-compile the Software,
(b) copy, translate, or otherwise modify the Documentation in whole or in part, or create derivative works based thereon, provided that the Documentation may be copied for internal use to the extent necessary;
(c) circumvent, disable, or defeat any technical protection measures related to the On-Premise Software designed to manage access and prevent unauthorized use or use beyond the agreed Term such as license keys, obfuscation, or other technical protection measures;
(d) use the Software in a manner that violates any applicable law, including, without limitation, by transmitting information and data that is unlawful or infringes the Intellectual Property Rights of others;
(e) endanger or circumvent the operations of Cambrion;
(f) make use of the Software or the Documentation to create a product or service that is in competition therewith.
3.4. Insofar as links to third-party web services are included in the Software or the Documentation, Cambrion only provides technical access to the content of such web services. The respective third-party providers are solely responsible for the content.
3.5. Cambrion reserves the right to update and adapt the Software at regular intervals. Such changes shall not result in a degradation of the Services from an objective point of view or in any other change that is unreasonable for Customer, considering the reasonable interests of Cambrion. Cambrion shall inform Customer of such adjustments in due course. For On-Premise Software, Updates shall be provided by Cambrion through a secure delivery method such as a download link, container registry, or other agreed mechanism. Installation and deployment of such Updates shall be the sole responsibility of the Customer.
3.6. Subject to clause 3.8, the Customer and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data.
3.7. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data, including provision of necessary information about the processing of Customer Data under these Terms of Use to data subjects if necessary.
3.8. The Customer grants the Company, free of charge, a royalty-free, worldwide, non-exclusive license to use the Customer Data as is necessary to enable the Company to:
(i) provide Access;
(ii) perform its obligations under these T&C; and
For the avoidance of doubt, this license does not permit the Company to use Customer Data for the purpose of training any general artificial intelligence models.
3.9 Cambrion may create, use, reproduce, display, modify and create derivative works of and otherwise exploit Secondary Data for purposes of analyzing, provisioning, improving and further developing the Software, the Services and other products of Cambrion based on anonymized, aggregated data. Cambrion owns and retains all rights in Secondary Data. Secondary Data is not and does not contain Customer Data, Confidential Information of Customer or any personal data under GDPR.
4. Data Protection
4.1. Each party shall comply with the applicable legal provisions and the data protection obligations derived therefrom, in particular the EU General Data Protection Regulation ("GDPR" - Regulation (EU) 2016/679) and the German Federal Data Protection Act (BDSG).
4.2. The Company is considered the controller within the meaning of the GDPR if the Company collects and processes personal data for the purpose of managing the customer relationship (e.g. billing information and contact relationships) or for the purpose of processing requests for sales or general product information. With regard to the Services provided under an Access Order, particularly the Cloud Service, the parties assume that the Company acts as a processor within the meaning of the GDPR and thus processes personal data of the Customer exclusively in accordance with the instructions of the Customer. The data processing agreement concluded between the Company and the Customer pursuant to Art. 28 GDPR shall apply.
4.3. For On-Premise Software, the Customer is solely responsible for implementing and maintaining appropriate security measures to protect Customer Data.
4.4. The Company shall take industry-standard and reasonable security precautions to protect the transmitted Customer Data and its integrity and shall regularly monitor compliance with the security precautions. As soon as Cambrion becomes aware of a security-relevant access to Customer Data by an unauthorized third party, the Company shall immediately inform the Customer thereof in writing and, upon request of the Customer, report in writing about the type of access, its consequences and effects on the Customer Data and the specifically affected Customer Data.
5. Confidentiality Obligation Pursuant to § 203 StGB
5.1. If and to the extent that data processed by means of the Software is subject to § 203 StGB (German Criminal Code), the Company undertakes to maintain confidentiality in the knowledge of the criminal consequences of a breach of duty (imprisonment of up to one year or a fine). Should the Customer process or transmit data within the meaning of § 203 StGB, he is obliged to inform the Company immediately and unsolicited in text form. This notification must in particular include the scope and type of data processed.
5.2. The Company undertakes to obtain knowledge of third party secrets within the meaning of § 203 StGB only to the extent that this is necessary for the fulfillment of the contract.
5.3. The Company is authorized to involve other persons in the performance of the contract. In this case, the Company shall oblige these persons to maintain confidentiality in text form if they could gain knowledge of third-party secrets within the meaning of Section 203 of the German Criminal Code (StGB) in the course of their work. The Company complies with the legal requirements with regard to the Company’s employees. If the Company has concluded an order processing contract with the Customer, its provisions shall take precedence over the provisions of this paragraph, insofar as the Company is obliged to do more.
5.4. When using Services that directly serve an individual client of the Customer, the Customer shall be obliged to obtain the client’s consent to the disclosure of third party secrets in accordance with the statutory provisions applicable to the Customer.
5.5. The provisions on the protection of personal data remain unaffected.
5.6. The obligation to maintain confidentiality in accordance with clause 15 shall not apply if we are obliged to disclose confidential information of the customer due to an official or court decision. We shall inform the Customer of this immediately if and insofar as this is permissible and possible for us in the individual case.
6. Special Provisions about Agentic Technology
6.1. The Company's performance obligation regarding the provision of the Services shall be deemed fulfilled as follows:
(a) The Cloud Service shall be deemed provided as soon as the Company has enabled the Customer's Access to the Agentic Technology via the agreed Access Methods.
(b) The On-Premise License shall be deemed granted, and the associated On-Premise Software shall be deemed provided, as soon as the Company has delivered the On-Premise Software and any necessary license keys or credentials to the Customer, or otherwise made the On-Premise Software accessible to the Customer for installation and use within the Customer's environment, as specified in the Access Order or Documentation.
6.2. Customer may grant its Users access to the Agentic Technology on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Agentic Technology and for their compliance with the Access Order. Customer’s Affiliates may serve as Users under the Access Order.
6.3. Cambrion may integrate technical precautions to monitor compliance with the agreed commercial usage without gaining access to any content in the Agentic Technology.
6.4. Cambrion may temporarily restrict Customer’s access to the Agentic Technology if and to the extent that there are sufficient indications that Customer, Users or a third party is using the access in violation of these T&C. Cambrion shall notify Customer without delay and as early as possible of any such restriction. Any such restriction shall be limited in time and scope to the extent that is reasonable given the individual circumstance.
6.5. Customer
(a) is solely responsible for providing interfaces to the Agentic Technology and for importing or exporting User Data to and from the Agentic Technology,
(b) is solely responsible for providing and maintaining its network and telecommunications connections and for any problems and delays arising therefrom; and
(c) maintains adequate security standards for Users' access to and use of the Agentic Technology. He shall ensure that no unauthorized access to or use of the Agentic Technology and the Documentation takes place.
6.6. Customer shall be responsible that neither he nor the Users introduce, store, distribute or transmit any virus or other malicious code to the Agentic Technology. Customer shall also ensure that no Inappropriate Content or any content that in any way damages or reduces the performance of the Agentic Technology is introduced, stored, distributed, or transmitted within the scope of Customer's use of the Agentic Technology. In the event of a violation of these requirements, Cambrion shall be entitled to block Customer's access to the corresponding content and/or to remove such content. Customer shall indemnify Cambrion against all damages, costs and other expenses resulting from the breach of this Section, unless Customer is not responsible for this breach.
7. Obligations of Customer
7.1 The Customer shall provide the Company with all necessary co-operation in relation to these T&C and access to such information as may be required by the Company to provide Access. The Customer will be responsible for all activities that occur under the Customer's account.
7.2. The Customer will ensure that all users who access the Agentic Technology are aware of and comply with the terms and the policies referred to in clause 2.3 above, and will notify the Company immediately if it believes that there is any breach of security such as the disclosure, theft or unauthorized use of any username or password.
7.3. The Customer may not attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Agentic Technology (but may use the Agentic Technology to operate embedded user interfaces and other similar features allowed by the Agentic Technology).
7.4. The Customer may only access the Agentic Technology for lawful purposes and may not process any data (including any Customer Data) illegally or in a manner which infringes the rights of any third party.
7.5. The Customer shall ensure that it takes all necessary steps to prevent any unauthorized access to, or use of, the Agentic Technology and notify the Company immediately of any such unauthorized access or use.
8. Term and Termination
8.1. Where the Company agrees to provide a Customer with Access directly (rather than via a Cambrion Certified Partner), the parties shall specify in an Access Order (a) the target date on which the Company shall begin to provide the Customer with Access (which may or may not be the same as the signature date of that Access Order ("Start Date"); (b) the date on which the Company shall stop providing the Customer with Access ("End Date"); and (c) whether there are any renewal rights.
8.2. Unless agreed otherwise, the Access Order shall automatically be extended by twelve-month intervals, respectively, if not terminated upon notice 30 days before the end of the then-current term by one of the Parties (each period a “Renewal” or "Renewal Term"). This does not apply to PoCs and Pilots.
8.3 Unless otherwise agreed, the "Term" commences on the earlier of the Free Trial commencement or the date the parties both sign the first Access Order and ends on the later of the end of the Free Trial Term or the End Date (as applicable).
8.4. Without prejudice to other claims, each Party shall be entitled to terminate an Access Order extraordinarily in writing with immediate effect if there is a material breach of contract which, in the event of a remediable breach, will not be remedied within thirty (30) days of receipt of the written warning despite a written warning.
8.5. Additionally, the Company may without liability, terminate an Access Order, or alternatively, may suspend Access to and use of the Agentic Technology, by giving the Customer written notice if Customer is in default with agreed-upon payment for more than six (6) weeks and if Cambrion has informed Customer of the intended termination in written or text form at least two (2) weeks before the termination is supposed to become effective.
8.6. The right of termination for good cause remains unaffected for both Parties.
8.7. Termination notices are subject to the written form.
8.8. On termination of an Access Order for any reason: (a) all licenses granted under these T&C shall immediately terminate; (b) the Customer shall return and make no further use of any Company materials, Access Methods credentials, Documentation, and other items (and all copies of them) belonging to the Company (excluding installed On-Premise Software subject to deletion under Clause 8.8(e)); (c) all amounts payable to the Company by the Customer shall become immediately due and owing (and no refund of Access Fees paid in advance shall be due in respect of any unexpired portion of the then-current Term including any fee paid in respect of any Proof of Concept phase); (d) the accrued rights and remedies of the parties as at termination shall not be affected, nor shall the continuation after termination of any provision expressly stated to survive or implicitly surviving termination be prejudiced. For the avoidance of doubt, the Customer's obligations under Clause 3.3 (Restrictions on Use) and Clause 15 (Confidentiality), along with any other provisions which by their nature should survive termination, shall continue in full force and effect notwithstanding the termination or expiration of the Access Order for any reason; and (e) obligations regarding On-Premise Software upon termination: Upon termination or expiration of the Access Order for any reason, the Customer shall immediately cease all use of any On-Premise Software licensed hereunder. Within thirty (30) days following the effective date of termination or expiration, the Customer shall permanently delete, uninstall, and destroy all copies of the On-Premise Software, including any related components, modules, containers, configuration files, associated data provided by the Company, and Documentation, from all Customer hardware, systems (including backups), and storage media under its control or direction. Upon the Company's request, the Customer shall provide written certification, signed by an authorized representative, confirming that such deletion and destruction have been completed in accordance with this clause. Cambrion reserves the right to request additional evidence to verify compliance with the deletion obligation.
9. Free Trials, Fees and Terms of Payment
9.1. The Customer may request a free trial to evaluate the Agentic Technology, which shall last for 14 days from the date the Company confirms the Free Trial has commenced ("Free Trial Term") and which shall be governed by these General Terms and Conditions ("Free Trial"). During the Free Trial Term, the Customer may make such use of the Agentic Technology as is reasonably required in order to evaluate it for future use in its business, but not for any other purpose (including for business and/or commercial use). The Company reserves the right to suspend, limit or extend a Free Trial at any time in its sole discretion. On expiry of the Free Trial Term, access to the Agentic Technology will no longer be possible (but the parties may subsequently enter into an Access Order). One Free Trial per Customer is allowed, and subsequent Free Trial requests may be rejected by the Company.
9.2. The Company and Customer may enter into Access Orders (in respect of a PoC, Pilot, or standard Services) in the manner and form provided by the Company upon request, and which may be executed electronically
9.3. An Access Order shall be entered into under and incorporate the terms of these T&C. On valid execution of each Access Order the terms of that Access Order are incorporated into these Terms of Use and will not constitute a separate contractual relationship between the parties. No Access Order shall be valid or binding until properly executed by each of the Customer and the Company.
9.4. Fees are defined in the Access Order. If not stipulated otherwise, fees are payable as follows:
PoCs, Pilots: The one-off fee for PoCs and Pilots will be invoiced by Cambrion immediately after the Access Order is signed.
License Fees: Cambrion invoices the License Fees to its Customers on a yearly basis prior to the start of the relevant term.
Upgrades: The License Fees may be increased during the Term if the Customer wishes to increase the maximum number of "pages" and/or “fields” and/or otherwise increase the type or level of Access provided or in line with any other pricing mechanism agreed by the parties (in each case, as those terms are used in the relevant Access Order). Upgrades which the Customer orders during the Contract Term will be invoiced to the Customer immediately after the Access Order is signed.
Overusage Fees: Any Overusage Fees will be invoiced at the end of each then-current month.
9.5. All fees are payable within thirty (30) days upon the invoice date via bank transfer.
9.6. Invoicing for the Processed Pages or Processed Fields is typically done on a page-by-page or data-field-by-data-field basis respectively.
9.7. Any discounts on the standard list prices are deemed to be granted on a one-off basis for the initial Contract Term and shall thus not automatically apply to subsequent terms or Access Orders.
9.8. Fees do not include taxes and duties. Customers for whom VAT is invoiced under the reverse-charge procedure must provide Cambrion with their VAT identification number at the time of contract conclusion. If the VAT identification number is not provided, Cambrion is entitled to charge German VAT to the customer. The customer has no right to retroactive correction of such invoices.
9.9. Customer shall pay all fees specified in the Access Order to Cambrion without any set-off, deduction or withholding, unless he has a statutory right. Upon maturity, Cambrion may charge default interest in the amount of the statutory rate. Cambrion may temporarily block access to Software if Customer is in default of payment but will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. Any such restriction shall be limited in time and scope to the extent that is reasonable given the individual circumstance.
9.10. Travel costs and expenses shall be reimbursed separately on a time and material basis if the Parties have agreed on any travelling in text form. The travel time is counted as working time.
9.11. In addition to the upgrade-related fee changes set out in clause 9.4, the Company may increase the Access Fees at the end of the Term and end of each Renewal upon the Company giving at least 60 days' notice to Customer prior to the end of the Term or Renewal Term (as applicable) (the "60 Day Period").
9.12 For the avoidance of doubt, this clause 9 shall not apply where the Customer purchases the Services from the Cambrion Certified Partner rather than the Company.
10. Service Level Agreement
10.1. Maintenance and/or support services for the Services are described in the Service Level Agreement, which may include remote access to the Customer’s systems. If no Service Level is agreed on, Cambrion shall provide reasonable maintenance and support services.
10.2. Cambrion shall provide the maintenance and support services only for the version of the Software as provided by Cambrion.
11. Professional Services and Managed Services
Cambrion will perform Professional and Managed Services as described in the Access Order, Service Level Agreement or Statement of Work, which may identify additional terms or milestones for the Professional or Managed Services. Customer will give Cambrion timely access to Customer materials reasonably needed for Professional and Managed Services, and Cambrion will use the Customer materials only for purposes of providing Professional or Managed Services. Customer may use code or other deliverables that Cambrion furnishes as part of Professional or Managed Services only in connection with Customer’s authorized use of the Agentic Technology under the Access Order.
12. Material Defects
12.1. Quality and functionality of the Services shall be conclusively governed by the Access Order and its annexes. Cambrion does not owe any services or features not mentioned in the Access Order. Further, Cambrion shall not be liable for any problems caused by incorrect use or for the achievement of the objectives pursued by Customer with the use of the Software.
12.2. In case of an On-Premise Software, Cambrion shall not be liable for defects or disruptions caused by modifications made by the Customer or third parties to the On-Premise Software or the underlying infrastructure, nor for issues resulting from incorrect installation, incompatible environments, or insufficient system resources.
12.3. In the event of a defect, Cambrion shall remedy the defect within a reasonable period without further costs if Customer notifies the defect in a comprehensible form. Cambrion may, at its own discretion, fulfil its obligation to remedy defects by providing new, defect-free Software at its own expense (e.g. by patches).
12.4. If the rectification of defects cannot reasonably be expected of Cambrion or if rectification fails, Customer can either demand a reduction in the respective fees or terminate the Access Order if the defect renders the use of the Services impossible or unreasonable for Customer. Cambrion shall owe damages or compensation for futile expenses within the limits specified in Section 14.
12.5. For Customers in North America: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ALL SERVICES SUPPLIED BY CAMBRION ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FUNCTIONALITY, SUITABILITY, AVAILABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CAMBRION DOES NOT WARRANT THAT USE OF THE SOFTWARE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. CAMBRION DOES NOT SUPPLY OR IN ANY WAY CONTROL ANY THIRD PARTY TOOLS USED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT. THEREFORE, CAMBRION HAS NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO, SUCH THIRD PARTY TOOLS.
12.6. To the extent permitted by applicable law, the warranty rights set forth in this Section shall be final.
13. Defects of Title
13.1. In the event of a deficiency in title, Cambrion may retroactively license the concerned components of the Software or substitute them for equivalent components if this does not materially impair the Services.
13.2. Cambrion indemnifies Customer from and against any claims that third parties may assert vis-à-vis Customer based on the infringement of their rights by the Software provided by Cambrion. Customer will inform Cambrion without undue delay about any asserted third- party claims, and provide any information and documents required to defend such claims upon first request. Furthermore, Customer will either grant Cambrion control of the defense or defend the claim in coordination with Cambrion. Customer will not acknowledge any claims or admit to any facts without Cambrion’ prior approval.
14. Liability
14.1. Cambrion shall be liable for damages and the reimbursement of futile expenses as follows:
(a) In the event of intent, gross negligence and negligent or intentional injury to life, limb or health, Cambrion shall have unlimited liability.
(b) In cases of simple negligence, Cambrion shall only be liable in the event of breach of so-called cardinal obligations, i.e. obligations the fulfilment of which is essential for the proper execution of the contract and the observance of which Customer regularly relies on and may rely on. In such cases, liability for any damage arising under an Access Order shall be limited per claim to EUR 10,000 and for all damage arising within a 12-month period to the total remuneration payable within this 12-month period in accordance with the Access Order.
14.2. The strict liability of Cambrion for initial defects according to § 536a para. 1 Var. 1 BGB is excluded.
14.3. Liability pursuant to the Product Liability Act remains unaffected.
14.4. For Customers in North America: IN NO EVENT WILL CAMBRION BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THE ACCESS ORDER, REGARDLESS OF WHETHER CAMBRION WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND CAMBRION’ AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THE ACCESS ORDER WILL NOT EXCEED THE FEES INCURRED BY CUSTOMER HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
14.5. Cambrion shall not be liable in cases of force majeure, in particular in cases in which it is prevented from fulfilling its obligations in whole or in part due to events beyond the control of Cambrion and for which it is not at fault. This applies in particular, but not exclusively, to events such as strikes, lockouts or other tariff disputes (whether with regard to Cambrion employees or third parties), failure of infrastructure services or transport networks, war, riots, accidents, fire, flood and other natural disasters.
14.6. In the event of damage to or loss of Customer Data, Cambrion' liability shall be limited to restoring the damaged or lost Customer Data based on the last data backup created by Cambrion (if applicable, e.g., for the Cloud Service) in accordance with its internal specifications.
15. Confidentiality
15.1. The Parties shall treat Confidential Information as strictly confidential and use it only for the purposes of performing the Access Order.
15.2. Any Confidential Information shall be kept secret by the receiving Party, protected from access by third parties and shall not be used for any other purpose other than specified in this Section. Confidential Information shall only be disclosed to receiving Party’s and its Affiliate’s employees or subcontractors if they must be aware of such information to fulfil the purpose of this T&C. Employees shall be bound to confidentiality in an appropriate manner. Any third party is to be bound in an appropriate manner in accordance with this Section.
15.3. The confidentiality obligations shall not apply to information that
(a) was known to public already prior to the date on which it was received,
(b) became public through no fault of the Party that is subject to the confidentiality,
(c) was already in the possession of the Party receiving the Confidential Information at the time which it was forwarded,
(d) was already accessible to the Party receiving the Confidential Information by an authorized third party that was not subject to confidentiality obligations,
(e) was passed to members of professional groups who are legally bound to confidentiality.
15.4. The disclosure of Confidential Information in compliance with a court order or an order from public authorities shall not be deemed a breach of agreement. However, the respective Party shall inform – to the extent permitted by law – the other Party without undue delay and shall reasonably assist the other Party in taking legal steps against such order.
15.5. The Parties shall be obliged to implement and uphold reasonable technical and organizational measures regarding the security of the disclosing Party’s Confidential Information but in no case any measures less protecting than the measures used by the receiving Party for its own Confidential Information. The disclosing Party shall be entitled to review the technical and organizational measures of the receiving Party on the receiving Party’s premises.
15.6. The obligation to confidentiality according to this Section shall continue in force for the duration of another five (5) years after the end of the term of the Access Order.
16. Feedback
During the term of the Access Order, Customer may provide feedback on the Software or other Cambrion products to Cambrion on his own initiative or at the request of Cambrion. To ensure Cambrion’ unrestricted right to use the feedback, Customer grants Cambrion a non-exclusive, permanent, irrevocable, worldwide, royalty-free, transferable and freely sublicensable right to use the feedback without restriction in all possible forms of exploitation.
17. References
Without conveying any right, title or interest, the Customer grants Cambrion the right to make accurate informational references to Customer’s logos, trade names, trademarks or service marks in connection with Cambrion’ performance of the Services, e.g. on the Website, in social media and in pitch decks. Cambrion may use such marks in testimonials, reviews, ads, customer journeys, and others during the Contract Term.
18. Governing Law
18.1. The contractual relationship shall be governed by the law of the Federal Republic of Germany, excluding the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for any dispute shall be Munich.
18.2. For Customers in North America: the Access Order and any dispute arising under or in connection with it, including any non-contractual claims and disputes, shall be governed by and construed in accordance with the laws of the State of New York. The Parties then irrevocably submit to the exclusive jurisdiction of the federal and state courts in New York, New York with respect to any dispute arising under or in connection with an Access Order, including any non- contractual claims or disputes without regard to conflicts of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern nor apply to the Access Order.
19. Final Provisions
19.1. In the case of material changes to these T&Cs, Cambrion shall give the Customer at least six weeks' notice of any changes. In the event of a change that is not exclusively in the Customer's favor, the Customer shall be entitled to terminate the Access Order without notice as of the date on which the change takes effect. If the Customer does not terminate the Access Order within four weeks of receipt of the notification of change, the changes shall become part of the Access Order on the date on which they come into effect. Cambrion shall inform the Customer of the notice period and the consequences of the expiry of the notice period and of its rights.
19.2. Either party may initiate a request for an amendment of the Services by submitting a written proposal outlining the desired changes and the reasons for the request. Any Upgrades or other changes to the Services will then be documented in an Amendment Access Order signed by authorized representatives of both Parties.
19.3. The Software is subject to the export control laws of various countries, in particular the laws of the United States of America and the Federal Republic of Germany. Customer will not hand over the Software to a government authority for examination of any granting of rights of use or other official approval without the prior written consent of Cambrion and will not export it to countries or natural or legal persons to which export bans apply in accordance with the corresponding export laws.
19.4. Except as otherwise provided in the Access Order, neither Party shall be entitled to assign, subcontract, or otherwise transfer its rights and obligations under any Access Order without the prior written consent of the other Party. However, Cambrion is entitled at any time to assign its rights and obligations under the Access Order to an Affiliate by notifying the Customer in writing. § 354a HGB remains unaffected.
19.5. Amendments to the Access Order must be made in writing. This shall also apply to this written form clause as well as to all contractual declarations, in particular to notices of termination, reminders and deadlines. Any communication or notice under the Access Order may be provided in electronic form to support@cambrion.ai.
19.6. Should one or more provisions be invalid, this shall not affect the remaining provisions. In such a case, Cambrion and Customer will undertake to replace an ineffective condition with an effective condition that comes as close as possible to the economic purpose of the ineffective condition.
Effective date: 15. April, 2025