General Terms and Conditions of AirZen Networks Lda. Avenida Arriaga 30, 9000-064 Funchal, Portugal, Managing Director Steffen Siewert, VAT PT516672169, Status January 2024

Note: To the extent that personal designations (e.g. "user" etc.) are masculine, this form

is used generically and refers to both genders.

1. Scope

1. The following General Terms and Conditions (hereinafter also referred to briefly as AGB) apply to

all business relationships between us and the client (hereinafter also briefly referred to as "AG").

The version of our AGB valid at the time of the conclusion of the contract is decisive.

2. AG in the sense of these AGB are exclusively entrepreneurs as defined in § 14 BGB. These AGB do not apply

to private clients. Our sales and delivery conditions apply only to

entrepreneurs within the meaning of § 310 para. 1 BGB as well as to legal entities under public law.

3. Only these AGB shall apply. Any conflicting, deviating

or supplementary AGB will not become part of the contract, even with knowledge, unless their validity is

expressly agreed. Our conditions also apply if we provide the service

unconditionally in knowledge of conflicting or deviating conditions from our terms.

Furthermore, these conditions also apply to future transactions from ongoing

business relationships.

4. Our AGBs can be viewed in their current version on our website.

2. Conclusion of Contract

2.1. The terms for our goods and services are non-binding and subject to change. Our

presentation of products and services on the internet does not constitute a binding offer,

but is a non-binding invitation to potential buyers to place orders.

2.2. The prices stated in our offer are subject to the condition that the order data on which the offer is based

(e.g., specifications) remain unchanged.

2.3. With the order of the desired goods, the AG declares its binding contractual offer. A

confirmation of receipt on our part does not yet constitute a binding acceptance. The confirmation of receipt only constitutes

an acceptance declaration if we expressly state this. The telephone acceptance

of an order does not constitute a binding order. If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this offer within 2 weeks. A contract is concluded only through

our written order confirmation (AB). In the case of delivery without written AB, our invoice

is considered as AB.

2.4. The AG must immediately verify our order confirmation for its correctness. Any deviations of the

AB from the offer must be reported by the AG promptly, but at the latest within 3 working days after receipt in writing.

2.5. The conclusion of the contract is subject to the condition that, in the event of incorrect or improper

self-supply, we are not obliged to deliver or only partially deliver. This only applies if the non-delivery is not attributable to

us. In the event of non-availability or partial availability of our deliveries, the AG will be informed immediately. The counter-performance will be refunded immediately.

2.6. If the AG places the order electronically, the contract text will be stored by us and

sent to the AG together with the legally effective AGB by e-mail after the conclusion of the contract. The AG retains the

right to access our AGB and store them in a retrievable form

("download").

3. Subject of the Contract

3.1. The subject of the contract is the goods as described in our offer. Beyond this description,

further features and characteristics or any additional intended use only apply if expressly confirmed by us in writing.

Information in brochures, catalogs,

web pages, or other advertising measures / information directed at an undefined number of recipients and the specifications made in an offer, such as illustrations, drawings,

descriptions, dimensions, weight, performance, and consumption data, as well as information regarding the usability

of devices for new technologies, are only approximately decisive unless expressly designated as

binding. Characteristics of the goods are only guaranteed if they are explicitly agreed to be binding in writing.

Minor deviations from the description of the offer are considered accepted and do not affect the fulfillment of the contract as long as the deviation is reasonable for the AG. This applies especially in the case of changes and improvements that serve technical progress.

3.2. We point out that devices are also offered and delivered in versions whose operation is not permissible in

Germany or some other countries under certain circumstances or configurations.

This may arise from exceeding the permitted transmission power with certain module

or antenna configurations.

3.3. We point out that not all commercially available peripheral devices are compatible with our products.

Incompatibilities with individual peripheral devices are only considered a defect if we have explicitly promised this compatibility in writing.

4. Intellectual Property Rights, Copyrights, Usage Rights

4.1. There are usually intellectual property rights/copyrights of the manufacturers/licensees pertaining to the contract products, including circuit diagrams, drawings, drafts, descriptions, and similar documents as well as software. References to such rights on the contract products may not be altered, covered, or removed by the AG.

4.2. The AG is obliged to inform its customers about the aforementioned rights and license conditions of the manufacturers and about the restrictions mentioned in the license conditions.

4.3. We are liable for damages due to the violation of such intellectual property rights only if we were or should have been aware that such rights exist and that they result in the AG being exposed to claims from third parties. Our liability in this regard is limited to the invoice value of the goods.

4.4. If software is included in the delivery scope, the AG is granted a non-exclusive right to use the delivered software, including its documentation, for its intended purpose. In case of contradictions between these AGB and the license agreement, the license agreement takes precedence.

4.5. The AG is only permitted to reproduce and use the software to the extent permitted by law (§§ 69 a et seq. UrhG). The AG undertakes not to remove, obscure, or modify the manufacturer's specifications - especially copyright notices, trademarks, serial numbers

and other identification features - without our prior express consent. Any distribution of the software (offline or online), as well as its rental or lending requires our written consent or demonstrably the consent of the licensor.

4.6. All other rights to the software and the documentation, including copies, remain with us or with the software manufacturer. The granting of sublicenses is not permitted.

4.7. We may revoke the usage rights for important reasons. An important reason particularly lies if the AG is in default of payment for a substantial part of the remuneration or does not comply with the usage conditions and does not immediately cease this after a written warning with revocation threat from us. Upon revocation of the usage rights, the AG must return the hardware, original software, and existing copies and delete stored programs. Upon our request, the AG will assure in writing the return and deletion.

5. Obligations of the AG – Hardware Use, Software Use, Installation Services

5.1. The AG is solely responsible for ensuring that all legal regulations are complied with when operating the products obtained from us or that the products are only operated in places where this is permitted.

5.2. The AG is prohibited from opening the housing of the devices delivered by us without our prior consent. In case of violation, any warranty claim immediately expires.

5.3. In the case of incompatibilities, the AG is obliged to make reasonable adjustments/configuration changes as required to eliminate disturbances on all affected devices according to our instructions if this can establish functionality.

5.4. The AG takes appropriate precautions in case our goods do not function properly in whole or in part. He will thoroughly test the goods for their usability for the intended purpose before they are put into operation.

5.5. To minimize the risk of compromising the systems used, the AG shall ensure the timely updating of the software by installing available, current bug fixes for the underlying operating systems and standard software. If the AG fails to implement the updates, we cannot accept any liability for resulting problems.

6. Prices/Payment/Set-Off/Payment Default

6.1. Our prices are net prices plus statutory value-added tax. Unless otherwise stated in the order confirmation, our prices apply ex works, excluding the packaging necessary for shipping; this may be charged separately. Installation, training, or other ancillary services are not included in the stated product prices unless otherwise agreed.

6.2. Unless otherwise agreed, payments must be made by bank transfer.

Unless otherwise stated in the order confirmation, the purchase price is due for payment without any deductions within 14 (fourteen) days from the invoice date. The statutory regulations regarding the consequences of payment default apply. The buyer can only raise recognizable objections to our invoices within 14 days after receipt of the invoice.

6.3. The AG has a right to set-off only if its counterclaims have been legally established or recognized by us. It may only exercise a right of retention if its counterclaim is based on the same contractual relationship. In the event of defects, the AG is not entitled to a right of retention unless it concerns undisputed or legally established claims or the delivery is obviously defective or the AG is obviously entitled to refuse acceptance of the work; in such a case, the client is only entitled to retain as far as the withheld amount is proportionate to the defects and the expected costs of subsequent performance (especially rectification of defects).

6.4. If the AG defaults on a payment, we are entitled, after setting a reasonable grace period, to withdraw from other unexecuted contracts with the AG. In the event of default, all deferral and extension agreements shall also cease. Our further rights due to the AG's payment default remain unaffected.

7. Delivery Obligation / Withdrawal

7.1. If, after the conclusion of the contract, there is a substantial deterioration in the AG's financial or liquidity situation and our claim is jeopardized as a result, or if such circumstances that existed before the conclusion of the contract become known only subsequently, we may demand immediate payment in cash or a security deposit. If the AG does not comply with this demand, we can withdraw from the non-fulfilled part of the contract. Such a deterioration is particularly deemed to be: payment defaults, initiation of insolvency proceedings or rejection of the initiation due to lack of assets as well as seizures, regardless of the reason and by which creditor initiated.

7.2. The right to withdraw from the contract without liability for damages towards the AG also applies in the event that the delivery capacity or quality of goods from our suppliers or other third parties, on which the proper execution of the order we received depends, changes significantly. Timely and proper self-supply is a prerequisite for our own delivery obligation in any case.

7.3. If we are only partially supplied timely and properly, we are not obliged to divide the goods received by us among multiple AGs' delivery claims, but may make use of the right to withdraw according to the preceding section 7.2 at our discretion.

7.4. If the contract is canceled at the request of the AG as a gesture of goodwill or if the execution is postponed or the contract changed, we are entitled to demand compensation for expenses incurred for materials, production, transport, machine downtime, and similar contract costs. We are entitled to demand a flat rate of at least 15 % of the order value as compensation unless the AG proves a lesser damage. The proof and assertion of a higher damage remain unaffected.

7.5. In the event of withdrawal by us, any received counter-performance will be refunded immediately.

8. Delivery and Performance Time

8.1. Delivery dates or deadlines not expressly agreed as binding are solely non-binding indications.

8.2. The determination of the delivery day in the agreed delivery week remains reserved to us.

8.3. In the case of call orders, a minimum lead time of 8 weeks applies unless otherwise agreed.

8.4. Force majeure and similar unforeseeable events (e.g., strikes, governmental measures, external events beyond our control) entitle us to extend the delivery periods appropriately. Claims for damages against us are not established by this.

8.5. Unless expressly excluded, we are entitled to partial deliveries and partial services.

9. Transfer of Risk

9.1. The transfer of risk is governed by statutory regulations. The risk passes to the AG when the delivery item leaves our warehouse, also in case of partial deliveries or if we have undertaken other services, e.g., shipping costs or delivery and set up. If it depends on the handover, it is equivalent to handover if the AG falls into acceptance default.

9.2. If the shipping is delayed at the request or through the fault of the AG, we will store the deliveries and services at the AG's cost and risk. In this case, the notification of our delivery readiness is equivalent to the handover or delivery.

9.3. We agree to take out the insurance that the AG demands at its expense.

10. Warranty

10.1. The AG has the immediate duty to inspect and report defects in accordance with § 377 HGB. Complaints must be submitted to us in writing.

10.2. Even in the case of timely inspection and defect reports, the AG loses warranty claims if it sells or processes the goods further before an agreement has been reached between it and us or before we had the appropriate opportunity to inspect or secure evidence.

10.3. The AG is obliged to give us the opportunity to inspect and check the defective

goods. To the extent that a defect caused by us is present, which has been reported properly, we fulfill warranty by rectification or replacement delivery at our discretion.

10.4. The AG is not entitled to assert claims and rights due to defects if the AG has not made due payments and the due amount is in a reasonable relation to the value of the - defect-laden - delivery or work.

10.5. Defect claims do not exist in the event of a minor deviation from the agreed condition

or in the event of minor impairment of usability.

10.6. If the AG wishes to claim damages instead of performance or to carry out self-performance, the failure of the rectification only occurs after the unsuccessful second attempt. The statutory cases of dispensability of setting a deadline remain unaffected.

10.7. The AG bears the expenses necessary for subsequent performance, as far as they increase because the deliveries or services are taken to a place other than the contractual delivery location; unless the transport corresponds to its intended use.

10.8. Warranty is excluded for damage resulting from normal wear and tear or improper

treatment/storage.

10.9. Any functional impairments resulting from the hardware - and software environment provided by the AG, user error, externally corrupt data, disturbances of computer networks or other reasons originating from the AG's risk area do not constitute a defect.

10.10. For hardware or software modified by the AG, we do not provide warranty unless the AG proves that the modification is not causative for the reported defect.

11. Liability Limitations

11.1. We or our representatives or agents are liable in case of intent or gross negligence according to statutory regulations. Otherwise, we are liable only under the Product Liability Act, for violations of life, body, or health, or for culpably violating essential contractual obligations. The claim for damages for the violation of essential contractual obligations is however limited to the contractually typical, foreseeable damage.

Our liability is also limited to the contractually typical, foreseeable damage in cases of gross negligence, provided none of the exceptions listed in section 11.1. sentence 2 apply.

11.2. Liability for damage caused by the delivery item to the AG's legal goods, e.g., damage to other things, is entirely excluded. This does not apply if intent or gross negligence is present or if liability is established for violations of life, body, or health.

11.3. The provisions of the preceding sections 11.1. and 11.2. apply to claims for damages alongside the performance and damages instead of performance, regardless of the legal reason, particularly due to defects, violations of obligations arising from the debtor relationship, or unauthorized acts. They also apply to the claim for reimbursement of wasted expenses. Liability for delay is determined according to section 11.4., liability for impossibility according to section 11.5.

11.4. We are liable for delays in performance in cases of intent or gross negligence by us or a representative or assistant according to statutory regulations. Our liability in cases of gross negligence, however, is limited to the contractually typical, foreseeable damage, provided none of the subsequent exceptions apply. The preceding limits do not apply in cases of liability for the violation of life, body, or health.

11.5. We are liable for impossibility of delivery/performance in cases of intent or gross negligence by us or our representatives or assistants according to statutory regulations. Our liability in cases of gross negligence, however, is limited to the contractually typical, foreseeable damage, provided none of the subsequent exceptions apply. This limitation does not apply in cases of liability for violation of life, body, or health.

12. Statute of Limitations

12.1. The limitation period for claims and rights due to defects in delivery/performance - regardless of the legal basis - is one year. This does not apply in cases of § 438 para. 1 no. 1 BGB, § 438 para. 1 no. 2 BGB, § 479 para. 1 BGB, or §634a para. 1 no. 2 BGB. The deadlines mentioned in the preceding sentence are subject to a limitation period of 3 years.

12.2. The limitation periods in section 12.1. also apply to all claims for damages against us that are related to the defect - regardless of the legal basis of the claim. As far as there are claims for damages of any kind against us that are not related to a defect, the limitation period according to section 12.1. sentence 1 applies.

12.3. The limitation periods according to sections 12.1. and 12.2. apply with the following proviso:

a.) The limitation periods do not apply in case of intent.

b.) The limitation periods also do not apply if we have concealed the defect fraudulently or if we have undertaken a guarantee for the quality of the deliveries/services. If we have concealed a defect fraudulently, the statutory limitation periods apply instead of the deadlines mentioned in section 12.1.

c.) The limitation periods do not apply for claims for damages in cases of violation of life, body or health or freedom, for claims under the Product Liability Act, in cases of grossly negligent breach of duty or violation of essential contractual obligations.

13. Retention of Title

13.1. We reserve the ownership of the goods until full payment of all claims arising from a

current business relationship, even if the specific goods have been paid for.

We undertake to release securities to which we are entitled upon the request of the AG as far as the realizable value of our securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released is at our discretion.

13.2. The AG must promptly notify us in writing of all accesses by third parties to the goods, particularly

of enforcement measures as well as any damage or destruction of the goods.

A change of possession of the goods as well as the AG's address change must be reported to us immediately.

13.3. The AG must compensate all damages and costs that arise from a violation of these obligations

according to section 13.2 and from necessary intervention measures against accesses by third parties to the goods.

13.4. We are entitled to withdraw from the contract and demand the return of the goods in case of contractual violations by the AG, particularly in case of payment defaults. In addition, we are entitled to withdraw from the contract and demand the return of the goods in case of violation of an obligation according to section 13.2 if holding on to the contract is no longer reasonable for us.

13.5. The AG is entitled to resell the purchased item in the ordinary course of business. If the AG resells the goods in the ordinary course of business, he hereby assigns to us all claims in the amount of the invoice amount (including value-added tax) that arise from the resale against its customers or third parties, regardless of whether the purchased item is sold without or after processing. We accept the assignment. Even after the assignment, the AG is authorized to collect the receivable. However, we reserve the right to collect the receivable ourselves as soon as the AG does not properly fulfill its payment obligations and falls into payment default.

13.6. The processing or transformation of the purchased item by the AG is always carried out for us. If the goods are processed, we acquire co-ownership of the new item in proportion to the value of the goods supplied by us. The same applies if the goods are processed or mixed with other items not owned by us. If the processing/mixing is carried out in such a way that the customer's item is considered the main item, it is agreed that the customer transfers us co-ownership proportionately. The customer keeps the resulting sole ownership or co-ownership for us. The same applies to the items resulting from the processing/mixing as for the goods delivered under reservation.

14. Right of Return

If a right of return for individual products is agreed, the goods must be treated gently in order to exercise this option and returned fully and in perfect condition in the original packaging free of charge by the agreed deadline. In the case of shipment, the AG must securely package the goods for transport and insure them at its own expense.

15. Storage Fees

If delivery is delayed at the request or due to the fault of the AG for more than 1 week beyond the agreed storage period or after the agreed delivery date or, if no precise delivery date has been agreed, after our notification of readiness for shipment, we may charge a flat rate for each month, but at most 5% of the goods value. The AG is permitted to prove that we have incurred no damage or a significantly lower damage. We may prove that a higher damage has occurred.

16. Contract Duration

When ordering WLAN guest portal functions or server or cloud access or usage rights, a contract duration of 24 months applies as standard unless otherwise agreed. After that, either the conclusion of a new license or the purchase of a new router with associated license is necessary to continue using the service.

17. Final Provisions

17.1. The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply.

17.2. Unless stated otherwise in the order confirmation, our place of business is the place of performance.

17.3. The exclusive place of jurisdiction is Berlin, as far as the AG is a merchant within the meaning of the HGB, a legal entity under public law, or a special public fund. However, each party is also entitled to sue the other party at their general place of jurisdiction or to initiate proceedings for injunctive relief.

17.4. Should individual provisions of a specific order in conjunction with our AGB or these AGB be wholly or partly ineffective, the validity of the ordinary provisions remains unaffected. The wholly or partly ineffective regulation shall be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.

17.5. Order processing is carried out with the help of automated data processing. The AG hereby gives its express consent to the processing of data that has become known to us in the context of contractual relationships and that is necessary for order processing. The AG also agrees that we will use the data obtained from the business relationship with it in accordance with the General Data Protection Regulation and the further statutory provisions of data protection law of the Federal Republic of Germany for our own business purposes.