General Terms and Conditions of nachtblau GmbH

As of: August 2026

English translation — non-binding, for information purposes only

Note: This document is a non-binding English translation of the German "Allgemeine Geschäftsbedingungen der nachtblau GmbH" (Stand: August 2026), provided for information purposes only. In the event of any discrepancy or conflict between the German original and this English translation, the German original shall prevail exclusively and shall be the sole legally binding version. See also § 1(7) below.

nachtblau GmbH, Straßenbahnring 18, 20251 Hamburg, Germany, commercial register HRB 107163 (Amtsgericht Hamburg / Hamburg Local Court), represented by managing directors Marc Jonas, Djawed Sadat and Christian Wiedenmann — hereinafter referred to as "nachtblau".

§ 1 Scope of Application, Contracting Parties

These General Terms and Conditions (hereinafter "T&Cs") apply to all contracts entered into between nachtblau and its customers regarding the services described in § 3, unless otherwise agreed in writing in an individual case.
These T&Cs apply exclusively to businesses (Unternehmer) within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, "BGB"), legal entities under public law, and special funds under public law. No contracts are entered into with consumers (Verbraucher) within the meaning of Section 13 BGB.
Deviating, conflicting, or supplementary general terms and conditions of the customer shall not become part of the contract unless nachtblau expressly agrees to their applicability in writing.
For individual customer relationships in which a separate, individually negotiated service or framework agreement is concluded that expressly excludes the application of these T&Cs, the provisions of the respective individual agreement shall take precedence over these T&Cs.
Where an individual agreement or an annex thereto contains provisions deviating from individual provisions of these T&Cs, such provisions shall take precedence.
The version of these T&Cs in force at the relevant time is available at www.nachtblau.tv/agb. The version published there at the time the contract is concluded shall be decisive for the respective contract.
These General Terms and Conditions are also made available in this English translation for information purposes only. In the event of any discrepancy between the German original and this English translation, the German original shall prevail exclusively.

§ 2 Conclusion of Contract, Offers

Offers made by nachtblau are subject to change and non-binding, unless they are expressly designated as binding or contain a binding period (Bindefrist).
A contract is concluded upon nachtblau’s written order confirmation or upon the actual commencement of performance.
Ancillary agreements, amendments, and supplements to the contract require text form (Textform, Section 126b BGB), unless written form (Schriftform) is prescribed in these T&Cs or in the individual agreement.

§ 3 Subject Matter of Performance, Types of Services

Depending on the individual agreement, nachtblau provides in particular the following services, for which, in addition to the general provisions of these T&Cs (§§ 1–2, 12–19), the following special provisions apply respectively:

Provision of the standard software "medialoopster" against a one-time payment (perpetual grant of usage rights) — see § 6.
Software maintenance for medialoopster against recurring remuneration — see § 9.
Time-limited provision (rental/subscription) of medialoopster against recurring remuneration — see § 7.
AI add-on services ("medialoopster AI", e.g. as part of the media-ai-box) against monthly or annual remuneration — see § 8.
Sale and integration of hardware and system environments (servers, storage/SAN/NAS, video networks, archive systems including tape library, backup systems, editing workstations) including pre-configured bundles ("mediabox", "media-ai-box") — see § 10.
Custom programming and customization development — see § 11.
IT support, maintenance, and administration services (including first- and second-level support, system administration, intranet support) — see § 12.
Temporary staff leasing (Arbeitnehmerüberlassung) in individual cases — see § 13.

§ 3 Subject Matter of Performance, Types of Services

Provision of the standard software "medialoopster" against a one-time payment (perpetual grant of usage rights) — see § 6.
Software maintenance for medialoopster against recurring remuneration — see § 9.
Time-limited provision (rental/subscription) of medialoopster against recurring remuneration — see § 7.
AI add-on services ("medialoopster AI", e.g. as part of the media-ai-box) against monthly or annual remuneration — see § 8.
Sale and integration of hardware and system environments (servers, storage/SAN/NAS, video networks, archive systems including tape library, backup systems, editing workstations) including pre-configured bundles ("mediabox", "media-ai-box") — see § 10.
Custom programming and customization development — see § 11.
IT support, maintenance, and administration services (including first- and second-level support, system administration, intranet support) — see § 12.
Temporary staff leasing (Arbeitnehmerüberlassung) in individual cases — see § 13.

§ 4 Prices and Payment Terms

The prices stated in the respective offer or individual agreement shall apply. Current hourly rates, flat fees, and recurring charges for standard services can be found in nachtblau’s price list, which is maintained separately from these T&Cs, is made available to the customer upon request, and is decisive for the respective contract as at the time the contract is concluded.
Unless stated otherwise, all prices are net prices, plus statutory value-added tax (VAT) at the applicable rate.
Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date.
In the event of default in payment, nachtblau is entitled to charge default interest at the statutory rate (Section 288 BGB) as well as the lump sum pursuant to Section 288(5) BGB; the assertion of further default damages remains unaffected.
For recurring remuneration (software maintenance, rental/subscription, AI services, ongoing support agreements), nachtblau is entitled, at the earliest after two years have elapsed since the start of the contract or since the last adjustment, to increase the remuneration by up to 5% per annum, effective as of the respective billing period, giving six weeks’ notice, in order to offset increased costs (in particular personnel, energy, and third-party licensing costs). If the remuneration increases by more than described above, the customer is entitled to a special right of termination effective as of the date the increase takes effect.
Set-off by the customer is only permitted with undisputed claims or claims that have been finally adjudicated; the customer is only entitled to a right of retention on the basis of counterclaims arising from the same contractual relationship.

§ 5 Customer’s Duties to Cooperate

The customer shall support nachtblau in the provision of services to the extent required and reasonable for the respective service, in particular by providing information, access, points of contact, test data, and technical framework conditions in a timely manner.
To the extent that the provision of services requires remote maintenance or other access to the customer’s IT systems, the customer shall provide the technical infrastructure required for this purpose (in particular a secure remote access connection reflecting the state of the art) and shall designate a technically responsible point of contact.
If the customer fails to perform a required act of cooperation despite being given a reasonable period to do so, nachtblau is entitled to invoice the additional expenses and delay-related consequences thereby incurred on a time-and-materials basis at the agreed or customary rates; further rights of nachtblau remain unaffected.

§ 6 Provision of medialoopster Against a One-Time Payment (License Purchase)

Upon acquisition of a medialoopster license against a one-time payment, nachtblau grants the customer a simple (non-exclusive), non-exclusive, perpetual, and, in principle, non-transferable right to use the software to the extent contractually agreed (in particular with regard to the number of users/instances/locations) for the customer’s own business purposes.
Any transfer of the license to third parties, in particular by way of resale, rental, or gratuitous transfer, requires the prior written consent of nachtblau, unless mandatory statutory provisions (in particular regarding exhaustion of rights) preclude this.
The software is operated on the customer’s premises or within an infrastructure operated or commissioned by the customer ("on-premises"); operation as software-as-a-service by nachtblau is not the subject matter of this paragraph.
medialoopster may contain components of open-source software (open source/FOSS). For such components, the respective license terms of the relevant open-source licensor shall take precedence; an overview is made available to the customer upon request.
All rights to the software, in particular copyrights, usage rights, and other proprietary rights, shall, unless expressly granted, remain with nachtblau or the respective rights holders.
For software maintenance (updates, upgrades, support) following acquisition of the license, § 9 shall apply.

§ 7 Time-Limited Provision of medialoopster (Rental/Subscription)

As an alternative to the purchase of a license under § 6, medialoopster may be provided by way of a time-limited grant of use against recurring remuneration (rental/subscription).
In this case, the customer’s right of use shall exist only for the duration of the rental relationship. Upon termination of the contract, the customer is obliged to discontinue use of the software and, upon request, to return or render unusable any installation media or access credentials provided to it.
Defects in the software provided during the rental period shall be governed by the statutory provisions on tenancy law (Sections 535 et seq. BGB), unless these T&Cs provide for a provision taking precedence.
The term and termination of the rental relationship shall be governed by § 14, unless otherwise agreed in the individual agreement.

§ 8 AI Add-On Services ("medialoopster AI")

nachtblau offers optional AI-powered add-on functions for medialoopster (e.g. automated tagging, transcription, object and speech recognition) that are provided against monthly or annual remuneration ("as a Service"), irrespective of whether the base software medialoopster is used by way of license purchase (§ 6) or rental (§ 7).
Depending on the product and the customer’s requirements, the AI add-on services may be (a) executed entirely locally on hardware operated at the customer’s premises (e.g. media-ai-box), or (b) provided with the involvement of third-party AI services (in particular cloud providers such as AWS or Microsoft Azure, as well as specialized providers such as Aiconix). The respective mode of operation shall be specified in the individual agreement or the product description.
If personal data is transmitted to third parties within the meaning of paragraph 2(b) in connection with the AI add-on services, § 15 (Data Protection) shall apply mutatis mutandis; in particular, the parties shall in such case conclude the necessary data processing agreement, and nachtblau shall ensure that, for transfers to third countries outside the EU/EEA, an appropriate transfer mechanism (e.g. EU Standard Contractual Clauses) is in place.
The customer is obliged to have results generated by the AI add-on services (e.g. automatically generated metadata, transcripts, or classifications) checked for plausibility by qualified personnel prior to any use that is material to the customer. nachtblau does not warrant the accuracy, completeness, or fitness for a particular purpose of the results generated by AI models, unless expressly agreed in writing.
To the extent that the availability or functionality of the AI add-on services depends on the availability of upstream third-party services (cloud/AI providers), nachtblau’s liability for outages or service disruptions caused thereby shall be limited to the limits set out in § 17.
The term and termination of the AI add-on services shall be governed by § 14.

§ 9 Software Maintenance

As part of software maintenance, nachtblau shall provide the customer, during the term of the contract, with updates and upgrades to the medialoopster software as well as support in the event of malfunctions within the scope of the agreed or statutory remedies for defects.
"Update" means a bug fix or minor functional improvement within the same major version; "upgrade" means a change to a new major version involving functional enhancements. Whether and to what extent upgrades are included in software maintenance shall be set out in the respective individual agreement or the price list.
A prerequisite for software maintenance is that the software is operated in a system environment approved or supported by nachtblau. The current system requirements shall be communicated to the customer separately and updated in the event of changes.
§ 5(2) and § 15 shall apply to remote maintenance access.
Response times and processing times shall be governed by the agreed service level (§ 12). Unless otherwise agreed, nachtblau offers support during customary business hours (8x5); round-the-clock (24/7) availability does not automatically form part of the contract, but may be separately agreed in an individual case.
§ 4(5) shall apply to remuneration adjustments.

§ 10 Sale of Hardware and System Integration

As part of system integration projects, nachtblau distributes third-party hardware and system components (including servers, storage systems such as SAN/NAS, video network technology, archive systems including tape library solutions, backup systems, editing workstation systems), as well as pre-configured bundles of hardware and medialoopster software ("mediabox") or hardware with graphics cards/AI accelerators for local AI processing ("media-ai-box").
nachtblau in turn purchases this hardware from manufacturers, distributors, or specialist retailers and resells it to the customer in its own name, without itself being the manufacturer or distributor of the respective components.
With respect to defects in third-party hardware delivered, nachtblau shall pass on to the customer the warranty and guarantee claims granted to it by the respective manufacturer (assignment or forwarding of the manufacturer’s claims). nachtblau does not assume its own guarantees for third-party hardware beyond the statutory liability for defects, unless expressly agreed in writing. The customer’s statutory warranty rights against nachtblau as seller remain unaffected by this.
Hardware delivered shall remain the property of nachtblau until paid in full (retention of title).
Unless expressly agreed as binding, delivery dates are non-binding approximate dates; they are subject to correct and timely delivery to nachtblau by its own upstream suppliers.
Installation, configuration, and commissioning of the hardware, as well as integration into existing customer systems, shall, where agreed, be provided as a separate service or works contract pursuant to § 11 or § 12.

§ 11 Custom Programming and Customization Development

For the development of custom software, program extensions, and customizations (e.g. small programs, intranet applications), the parties shall agree in the individual agreement whether the service is to be provided as a works contract (Werkvertrag, Sections 631 et seq. BGB, in particular where the outcome is clearly specified) or as a service contract (Dienstvertrag, Sections 611 et seq. BGB, in particular for agile/iterative development on a time-and-materials basis, e.g. using the Scrum method).
In the case of agile development using the Scrum method, performance is rendered on a time-and-materials basis based on sprints; a guarantee of success with respect to a scope of services conclusively defined at the start of the contract exists only to the extent expressly agreed.
The rights of use to software newly created as part of custom development shall be governed by the respective individual agreement. In the absence of an express provision, the customer shall receive a simple (non-exclusive) right of use to the extent of the agreed purpose of use; otherwise, the rights shall remain with nachtblau.
The license terms applicable to pre-existing components (e.g. frameworks, libraries, medialoopster core components, or open-source components) incorporated into the custom development shall continue to apply; such components are not transferred to the customer by virtue of a custom development.

§ 12 IT Support, Maintenance, and Administration Services; Service Levels

IT support, system administration, and maintenance services (e.g. first-/second-level support, server administration, intranet support) are provided as a service on a time-and-materials basis or as part of a flat-rate service fee in accordance with the individual agreement.

Where a service level is agreed, the following priority levels shall generally apply, together with the corresponding response times during business hours (service hours 8x5, Monday to Friday, unless otherwise agreed):

Priority	Description	Response Time
Critical	Complete failure of business-critical systems with no workaround available	as per individual agreement, generally within a few hours
Severe	Significant impairment of essential functions with a workaround available	as per individual agreement, generally within one business day
Ordinary	Impairment of individual, non-critical functions	as per individual agreement
Minor	Minor impairment with no material impact on operations	within the scope of regular processing

The specific, binding response and recovery times, as well as any extended service time window (e.g. 24/7 standby), shall, where desired, be separately agreed in the individual agreement and offered against separate remuneration.

§ 5(2) and § 15 shall apply to remote maintenance access.

§ 13 Temporary Staff Leasing (Arbeitnehmerüberlassung)

If nachtblau employees are deployed at the customer’s premises by way of temporary staff leasing (Arbeitnehmerüberlassung) within the meaning of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz, "AÜG"), a separate staff leasing agreement complying with the requirements of the AÜG shall be concluded in this respect, which supplements the provisions of these T&Cs as a general framework, and to which these T&Cs shall be subordinate in the event of a conflict.
nachtblau holds the permit required under Section 1 AÜG for the commercial leasing of employees.
In the context of temporary staff leasing, the leased employees are subject, for the duration of the assignment, to the technical right of direction of the hirer (customer); this shall not affect the employment-law (disciplinary) affiliation of such employees to nachtblau as the lending party. The provision in § 5(2) of these T&Cs regarding technical cooperation shall apply mutatis mutandis for purposes of temporary staff leasing, unless otherwise agreed in the staff leasing agreement.

§ 14 Term and Termination

For one-time services (in particular license purchases under § 6, hardware sales under § 10, project-based custom development under § 11), the contract shall end upon complete performance of the service owed and payment of the remuneration.
Contracts for continuing services (software maintenance under § 9, rental/subscription under § 7, AI add-on services under § 8, ongoing support/maintenance agreements under § 12) shall, unless otherwise agreed in the individual agreement, be concluded for an indefinite period with a minimum term of 12 months from the start of the contract and shall automatically renew for successive periods of 12 months each, unless terminated by either party in text form (Textform) with three months’ notice to the end of the respective term.
The right of either party to terminate for good cause (wichtiger Grund) without notice remains unaffected. Good cause for nachtblau exists in particular if the customer remains in default of a payment that is due, despite a reminder and a reasonable grace period, or breaches material duties to cooperate under § 5 and this renders the provision of services impossible.
Upon termination of a rental or subscription relationship (§ 7) or an AI services contract (§ 8), the customer’s respective right of use shall end; § 7(2) shall apply mutatis mutandis.

§ 15 Data Protection and Data Processing

To the extent that nachtblau obtains access, in the course of providing services, to personal data for which the customer is responsible under data protection law (in particular in the context of remote maintenance access to customer systems, in connection with hosting or operating medialoopster instances for the customer, or in connection with IT support involving system access), nachtblau shall act as a processor (Auftragsverarbeiter) within the meaning of Art. 28 of the General Data Protection Regulation ("GDPR"). Prior to the commencement of the respective processing, the parties shall conclude a separate data processing agreement (Auftragsverarbeitungsvertrag, "AVV"), which shall form part of the respective individual agreement as an annex.
If personal data is transmitted to cloud or AI providers (in particular AWS, Microsoft Azure, or Aiconix) in connection with AI add-on services under § 8, such providers shall be deemed sub-processors within the meaning of the data processing agreement referred to in paragraph 1; nachtblau shall ensure that corresponding agreements are in place with such providers and that, in the event of a data transfer to third countries outside the EU/EEA, an appropriate transfer mechanism (in particular current EU Standard Contractual Clauses or an adequacy decision) is in place.
The customer shall inform nachtblau prior to the transfer of data if such data is subject to special categories of personal data within the meaning of Art. 9 GDPR, so that additional protective measures may be agreed if necessary.
In all other respects, nachtblau processes the customer’s personal data (e.g. contact person data) as an independent controller in the context of contract administration pursuant to Art. 6(1)(b) GDPR; further details can be found in nachtblau’s privacy policy.

§ 16 Confidentiality

The parties undertake to treat as confidential, without any time limitation, all confidential information of the other party obtained in the course of the cooperation that is not publicly known, and to use such information only for the performance of the respective contract.
This obligation does not apply to information that the receiving party can demonstrate it already knew, that is or becomes publicly available through no breach of duty, or that must be disclosed pursuant to a statutory obligation or an order of an authority or court.

§ 17 Liability

nachtblau shall be liable without limitation for damages resulting from injury to life, body, or health caused by a culpable breach of duty by nachtblau, its legal representatives, or its vicarious agents, as well as for other damages resulting from an intentional or grossly negligent breach of duty by nachtblau, its legal representatives, or its vicarious agents.
nachtblau shall further be liable without limitation within the scope of any guarantee it has assumed, and pursuant to the provisions of the German Product Liability Act (Produkthaftungsgesetz, "ProdHaftG").
For damages resulting from a slightly negligent breach of material contractual obligations (cardinal obligations) — i.e. obligations whose fulfilment is a prerequisite for the proper performance of the contract in the first place and on whose observance the customer may regularly rely — nachtblau’s liability shall be limited in amount to the damage typically foreseeable at the time the contract was concluded. In such cases, liability shall additionally be limited in amount to the coverage sum of the operational/IT liability insurance maintained by nachtblau for the respective claim, but in any event to a minimum of EUR 1,000,000 per claim and EUR 2,000,000 per insurance year; this corresponds to the coverage sum customary in the market for IT service providers of comparable size and must be verified in the individual case based on the insurance sum actually maintained by nachtblau.
In all other respects, nachtblau’s liability, irrespective of the legal basis, is excluded.
The foregoing limitations of liability shall apply mutatis mutandis for the benefit of the legal representatives and vicarious agents of nachtblau.
For individual projects with a particular risk profile, the parties may set out deviating, individually negotiated liability provisions (in particular deviating liability caps) in a separate agreement, which shall take precedence over the foregoing paragraphs.
The foregoing provisions do not entail any change in the burden of proof to the detriment of the customer.

§ 18 Warranty

With respect to defects in software manufactured or licensed by nachtblau itself (in particular medialoopster), the statutory warranty provisions shall apply, depending on the classification of the respective contract type (purchase, rental, works contract), unless these T&Cs provide for a deviating arrangement.
§ 10(3) shall apply to hardware sourced from third parties and resold.
Unless legally impermissible or otherwise agreed, the warranty period for defects shall be 12 months from delivery or acceptance for deliveries to businesses (Unternehmer).

§ 19 Force Majeure

Events of force majeure (e.g. natural disasters, war, pandemics, orders by public authorities, strikes, or failure of upstream suppliers or third-party cloud/AI services due to circumstances beyond nachtblau’s control) shall release the affected party from its contractual performance obligations for the duration and to the extent of the impact; the other party shall be notified thereof without undue delay.

§ 20 Final Provisions

Amendments and supplements to these T&Cs and to the respective individual agreement require text form (Textform); this also applies to any waiver of this requirement as to form.
The customer may only assign or transfer rights and obligations under the contract to third parties with the prior written consent of nachtblau; Section 354a of the German Commercial Code (Handelsgesetzbuch, "HGB") remains unaffected.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with contracts governed by these T&Cs shall, to the extent legally permissible, be the registered seat of nachtblau in Hamburg. nachtblau is also entitled to bring an action at the customer’s general place of jurisdiction.
Should any provision of these T&Cs be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.