T&C Samples and Pilot Projects (B2B)

Oraclase GmbH
Universität des Saarlandes, Campus Starterzentrum, Geb. A1.1
66123 Saarbrücken, Germany

1. General Provisions, Scope, Relationship to T&C SAAS

1.1 Oraclase GmbH (“Oraclase”) develops laser calibration technology, including the Oraclase software and related services. These Samples & Pilot Projects Terms and Conditions (hereinafter “T&C PILOT”) govern the provision of (a) physical samples, prototypes or marked pieces (“Samples”) and (b) on-site pilot projects and related deliverables (“Pilots”) by Oraclase to business customers (“Customer”).

1.2 These T&C PILOT apply only to customers who are entrepreneurs within the meaning of applicable German law, to legal entities under public law and to special funds under public law. These T&C PILOT do not apply to consumers.

1.3 Where the parties have also agreed separate terms and conditions for software-as-a-service, software subscriptions or cloud services (the “T&C SAAS”), the T&C SAAS exclusively govern the provision and use of Oraclase’s hosted and subscription-based software services. In the event of any inconsistency:

  • the T&C SAAS govern SaaS services; and

  • these T&C PILOT govern Samples and Pilots, including any local installation or configuration of software strictly required for a Pilot.

1.4 These T&C PILOT apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if Oraclase has expressly agreed to their validity in writing.

1.5 These T&C PILOT apply to all contracts concluded by a Customer with Oraclase concerning Samples and Pilots. In the event of a conflict between an order form, statement of work or similar document signed by both parties (“Individual Order”) and these T&C PILOT, the Individual Order shall prevail for that specific transaction.

2. Confidentiality

2.1 “Confidential Information” means all information disclosed by Oraclase (“Disclosing Party”) to the Customer (“Receiving Party”) in connection with Samples or Pilots that is marked or identified as confidential or that by its nature should reasonably be considered confidential. Confidential Information includes, in particular, technical data, software, configurations, parameters, measurements, models, test results, reports, business information and all information relating to Samples, Pilots and Pilot Outputs. Oraclase’s source code, algorithms, models, calibration parameters, telemetry, and machine-learning training datasets qualify as trade secrets under § 1, 2 GeschGehG.

2.2 The Receiving Party shall:

  1. use Confidential Information solely for performing and receiving the applicable contract;

  2. not disclose Confidential Information to any third party, except to its and its Affiliates’ employees, officers, professional advisers and contractors who need to know for the permitted purpose and are bound by confidentiality obligations at least as protective as these T&C PILOT; and

  3. protect Confidential Information with at least the same degree of care as it uses for its own confidential information of a similar nature, but in any event not less than reasonable care.

2.3 The obligations in Section 2 do not apply to information which the Receiving Party can demonstrate:

  1. was lawfully known to it without confidentiality obligation before disclosure by the Disclosing Party;

  2. becomes public without breach of these T&C PILOT;

  3. is lawfully received from a third party without confidentiality obligation; or

  4. is independently developed by the Receiving Party without use of or reference to the Confidential Information.

2.4 The confidentiality obligations survive termination or expiry of the contract for as long as the relevant information qualifies as Confidential Information or a trade secret under applicable law.

2.5 Reverse Engineering and Decompilation. The Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, decode, observe, examine, dismantle, test, or otherwise attempt to derive the source code, algorithms, parameter sets, composition, structure, or method of any Software, Pilot Output, Sample, or other Deliverable provided by Oraclase. In deviation from § 3(1) No. 2 GeschGehG, the Customer is not entitled to obtain trade secrets of Oraclase by observing, examining, dismantling, or testing the Deliverables, even for the purpose of interoperability, unless such restriction is mandatorily prohibited by applicable law. Any attempt to reverse engineer constitutes a material breach of this contract without prejudice to Oraclase’s statutory remedies under intellectual property, unfair competition and trade secret laws..

3. Intellectual Property

3.1 Unless expressly agreed otherwise in writing, all intellectual property rights (“IP Rights”) in Oraclase’s software, methodology, documentation, parameters, configurations, models, test procedures, Pilot Outputs (as defined in Section 5.4) and any other technical outputs, whether pre-existing or created during performance, are and remain the exclusive property of Oraclase or its licensors.

3.2 The Customer receives only the limited rights of use expressly granted in these T&C PILOT and in the applicable Individual Offer. No further rights or licences are granted or implied.

3.3 The Customer shall not remove, alter or obscure any proprietary notices on Samples, Pilot Deliverables, software or related documentation.

3.4 Customer Data Licence.

The Customer grants Oraclase a perpetual, irrevocable, worldwide, royalty-free and sublicensable licence to use:

(i) the data and information provided by the Customer to Oraclase under these T&C PILOT and the applicable Individual Order (the "Customer Inputs"), and

(ii) the telemetry, measurements and parameters generated during the performance of this contract,

in each case solely for the following purposes:

  1. performing and administering the contract;

  2. improving and developing existing and future Oraclase products and services, including model training, algorithm optimisation and the development of new artificial-intelligence capabilities; and

  3. generating anonymised or aggregated benchmarks, statistics and reports.

For the purposes of lit. b. and c., Oraclase shall use the Customer Inputs, telemetry, measurements and parameters only in an anonymised or aggregated form, so that no conclusions can be drawn about the Customer’s identity or specific confidential business information, unless the Customer has expressly agreed otherwise in writing.

This licence survives termination or expiry of the contract. The confidentiality obligations in Section 2 remain unaffected; Oraclase shall treat Customer Inputs and other data containing the Customer’s trade secrets in accordance with such obligations and applicable law.

Oraclase shall not publicly attribute the data source to the Customer without the Customer's express written consent. Notwithstanding the foregoing, Oraclase may refer to the Customer by name in internal reports and in confidential communications to existing or potential investors or financing partners, provided that any underlying data disclosed in such communications is anonymised or aggregated.

4. Module A – Samples (internal evaluation and resale/use restrictions)

4.1 Scope and purpose of Sample provision.

Unless expressly agreed otherwise in the Individual Order, any Samples supplied by Oraclase under this Module A are provided solely for the Customer’s internal evaluation purposes. Permitted evaluation purposes include inspection, internal demonstration to employees or contractors bound by confidentiality obligations, technical review, and documented internal testing in connection with evaluating a potential commercial engagement with Oraclase.

4.2 Permitted uses.

Solely for the internal evaluation purpose described in Section 4.1, the Customer may:

  1. inspect, photograph, measure and document Samples for its internal records;

  2. present Samples internally within the Customer’s and its Affiliates’ organisations to personnel bound by confidentiality obligations at least as protective as Section 2; and

  3. retain Samples after completion of the evaluation for internal reference and documentation, provided that such retention does not involve any productive, commercial or customer-facing use.

4.3 Prohibited uses and contractual restriction on resale/transfer.

4.3.1 The Customer shall not, and shall not permit any third party to:

  1. use any Sample, or any pattern, marking or feature thereof, for commercial exploitation of any kind, including resale, public display, use in marketing or promotional materials, reproduction, or incorporation into the Customer’s or any third party’s products or services;

  2. reverse-engineer, chemically or physically analyse, replicate or attempt to derive the composition, process parameters, manufacturing methods or other know-how underlying any Sample; or

  3. disclose, share, sell, assign, lease or otherwise transfer any Sample to any third party outside the Customer’s and its Affiliates’ organisations without Oraclase’s prior written consent.

4.3.2 The restrictions in Section 4.3.1 are agreed as contractual (obligational) restrictions only and do not limit the legal validity of any disposition of property carried out by the Customer in breach of such restrictions. In the event of breach, the Customer remains fully liable towards Oraclase and shall, subject to Section 9, compensate Oraclase for all damages caused by such breach. Oraclase may additionally seek injunctive relief to prevent further unauthorised use or transfer.

4.4 Title and risk.

Title to Samples passes to the Customer only upon full payment of the invoiced amount for the Samples. Risk of loss or damage passes upon handover of the Samples to the Customer or to the carrier designated by the Customer.

4.5 No warranty for evaluation Samples.

Samples provided solely for evaluation purposes are supplied on an “as-is” basis and solely for evaluation purposes. Oraclase does not give any warranty regarding fitness for a particular purpose, performance, quality or freedom from defects of such Samples, beyond mandatory statutory rights that cannot be excluded under applicable law and any remedies expressly set out in these T&C PILOT. Section 9 (Liability) applies.

4.6 Survival.

The confidentiality and use restrictions in this Section 4 continue to apply after delivery of the Samples for as long as the Samples or information derived therefrom embody Oraclase Confidential Information or as trade secrets within the meaning of §§ 1, 2 GeschGehG.

5. Module B – On-site Pilot Projects

5.1 Applicability and purpose.

This Section 5 applies if and to the extent the Individual Order identifies an on-site pilot project as a deliverable (“Pilot”). The purpose of the Pilot is to demonstrate whether Oraclase’s software, measurement hardware and methodology can achieve defined outcomes on the Customer’s specific laser equipment and materials. The Pilot is designed to provide independent, documented validation that Oraclase technology performs on the Customer’s production or test setup, thereby supporting the Customer’s internal investment decision. The Pilot does not constitute a guarantee that the same results will be achieved in any later commercial operation.

5.2 Scope of services.

During the Pilot period specified in the Individual Order, Oraclase shall, unless otherwise agreed:

  1. travel to the Customer’s specified site;

  2. install and configure Oraclase’s software on the Customer’s designated equipment to the extent necessary for the Pilot;

  3. deploy Oraclase’s measurement hardware system at the Customer’s site for the duration of the Pilot, with title to and risk in such hardware retained by Oraclase;

  4. conduct tests using the Customer’s laser hardware and materials agreed in advance; and

  5. deliver a written Pilot report summarising the observations, configurations tested and outcomes.

5.3 Pilot Deliverables and permitted use.

5.3.1 The deliverables of the Pilot (“Pilot Deliverables”) consist of:

  1. a selection of marked and/or processed samples produced during the Pilot; and

  2. a written Pilot report summarising the observations, configurations tested and outcomes.

5.3.2 The Pilot Deliverables are provided for the Customer’s internal evaluation and decision-making purposes only. The Customer may use the Pilot Deliverables internally within its and its Affiliates’ organisations to assess the potential commercial use of Oraclase technology.

5.3.3 The Customer shall not disclose, distribute or make the Pilot Deliverables, or substantial parts thereof, available to any third party (including its own customers or the general public) without Oraclase’s prior written consent, except where disclosure is mandatorily required by law or regulatory authority. In such case, the Customer shall, where legally permissible, give Oraclase prior written notice.

5.4 Pilot Outputs, IP ownership and use restrictions.

5.4.1 All laser parameters, software configurations, settings, measurements, models, algorithms, test protocols and any other technical outputs generated, identified or optimised during the Pilot, whether recorded in the Pilot report or otherwise (“Pilot Outputs”), constitute Confidential Information, trade secrets within the meaning of § 1(1) GeschGehG, and IP Rights of Oraclase in accordance with Section 3.

5.4.2 Except for the limited internal evaluation rights in Section 5.3, the Customer receives no licence or right to use, reproduce, implement or commercially exploit the Pilot Outputs during or after the Pilot. In particular, the Customer shall not use the Pilot Outputs:

  1. in production or commercial operation;

  2. to provide services to its own customers; or

  3. to develop or improve competing products or services.

5.4.3 Any operational, production or commercial use of Pilot Outputs by the Customer requires a separate written commercial agreement with Oraclase expressly granting such rights (which may be governed by Oraclase’s T&C SAAS and/or additional licence terms).

5.4.4 Any use of Pilot Outputs in breach of this Section 5.4 constitutes a material breach of contract. Without prejudice to its statutory rights, Oraclase may in such case:

  1. require the Customer to immediately cease such use;

  2. request that the Customer enter into a commercial licence or services agreement on reasonable terms reflecting the scope and duration of actual use; and

  3. claim damages subject to Section 9.

5.5 Customer obligations.

The Customer shall, at its own cost:

  1. provide safe, lawful and unobstructed access to its site and designated laser equipment during the Pilot period;

  2. ensure that its laser hardware and related systems are in good working order and comply with applicable safety standards;

  3. make available suitably qualified personnel to support the Pilot activities;

  4. supply, in due time, the materials to be tested as agreed; and

  5. comply with all applicable occupational safety, health and environmental laws and site regulations at its premises.

  6. provide a safe, controlled environment for Oraclase’s measurement hardware deployed during the Pilot, including reasonable physical security, climate, and power conditions; and provide reasonable access for Oraclase personnel to install, calibrate, service, and remove such hardware;

  7. not modify, dismantle, open, reverse engineer, or relocate Oraclase’s measurement hardware without Oraclase’s prior written consent, and promptly notify Oraclase of any damage, loss, or theft;

  8. return Oraclase’s measurement hardware promptly at the end of the Pilot or on Oraclase’s reasonable request, in the condition delivered subject to fair wear and tear.

Oraclase is not responsible for delays, failures to perform or deviations from expected results caused by the Customer’s non-compliance with this Section 5.5. Where Oraclase incurs additional costs or effort as a result of such non-compliance, Oraclase may invoice such additional effort on a time-and-materials basis at its then current rates.

The Customer shall ensure that all applicable occupational safety, health and environmental laws and regulations, as well as the Customer’s internal safety rules, are complied with at the Pilot site in a manner that provides a safe working environment for Oraclase Personnel.

To the extent that any bodily injury or property damage suffered by Oraclase Personnel arises primarily out of the Customer’s failure to comply with its obligations under this Section 5.5, the Customer shall be responsible for such damage and shall indemnify and hold Oraclase harmless from and against any related third-party claims (including claims by Oraclase Personnel and/or social security or accident insurance institutions) to that extent. This indemnity shall apply without prejudice to any insurance maintained by the Customer in accordance with Section 5.8 or otherwise; any payments made under such insurance shall not limit or exclude the Customer’s obligations under this Section 5.5.

Nothing in this Section 5.5 shall exclude or limit Oraclase’s liability for its own wilful misconduct or gross negligence or for any other liability that cannot be excluded or limited under applicable mandatory law. For the avoidance of doubt, the general liability regime and any applicable liability caps agreed in Section 9 shall remain unaffected, except where such caps may not lawfully apply to personal injury or other non-excludable liabilities.

5.6 Pilot fees and payment.

5.6.1 The fees for the Pilot (“Pilot Fee”) are specified in the Individual Order. Unless expressly agreed otherwise in the Individual Order, the Pilot Fee is owed for the effort performed and resources committed by Oraclase in planning and conducting the Pilot, irrespective of whether any particular technical outcome or performance threshold is achieved.

5.6.2 Unless the Individual Order provides otherwise, one hundred per cent (100%) of the Pilot Fee is invoiced upon signature of the Individual Order and payable within thirty (30) days of the invoice date. This reflects that, once the Pilot is scheduled, Oraclase allocates personnel, travel, software deployment and other resources that are largely non-recoverable.

5.7 Travel and expenses.

Reasonable travel, accommodation and out-of-pocket expenses incurred by Oraclase personnel in connection with the Pilot shall be reimbursed by the Customer at cost against appropriate documentation, within any budget specified in the Individual Order. Oraclase will seek the Customer’s prior approval for expenses that are expected to exceed such budget.

5.8 Insurance.

Each party shall, at its own expense, maintain such liability and other insurance as is customary and appropriate for its activities. The Customer is responsible for ensuring that its site, equipment and operations are covered by adequate property and general liability insurance during the Pilot.

5.9 Cancellation and rescheduling.

5.9.1 If either party needs to reschedule the Pilot, the Pilot may be moved to a mutually agreed date within the period specified in the Individual Order, provided that the rescheduling party gives the other party at least fifteen (15) days’ prior written notice. The Pilot Fee and all other terms remain unchanged.

5.9.2 If the Customer cancels the Pilot entirely (i.e. does not reschedule within the applicable period), the following cancellation fees apply, calculated on the Pilot Fee:

  1. more than thirty (30) days before the scheduled start date: twenty-five per cent (25%);

  2. between fifteen (15) and thirty (30) days before the scheduled start date: fifty per cent (50%);

  3. less than fifteen (15) days before the scheduled start date: one hundred per cent (100%).

5.9.3 Any amounts paid by the Customer in excess of the applicable cancellation fee shall be refunded by Oraclase within thirty (30) days of receipt of the Customer’s written cancellation notice. The parties’ statutory rights to terminate for good cause remain unaffected.

5.9.4 If Oraclase needs to cancel the Pilot, Oraclase shall first propose at least one alternative date within a reasonable period. If the Customer accepts the alternative date, Section 5.9.1 (rescheduling) applies. If no alternative date can be agreed, the Pilot is deemed cancelled by Oraclase. In that case, Oraclase shall retain a minimum of twenty-five per cent (25%) of the Pilot Fee as a reasonable lump-sum compensation for preparation costs already incurred, unless the Customer demonstrates that Oraclase’s actual preparation costs are substantially lower. Oraclase and the Customer may in good faith agree on a higher percentage if Oraclase can demonstrate that its actual preparation costs exceed twenty-five per cent (25%) of the Pilot Fee. Oraclase shall refund any remaining portion of the Pilot Fee to the Customer within thirty (30) days of cancellation.

5.10 Follow-on Engagements.

The Customer may, during a Follow-on Period of eighteen (18) months from signature of the Offer (or such other period as the Offer states), commission additional on-site pilot weeks under the same terms and conditions as the initial Pilot, by written notice (email under § 126b BGB sufficient) given at least thirty (30) days before the requested start date. Each such additional engagement constitutes performance under the existing contract; all terms of the original contract apply. Oraclase shall confirm availability within ten (10) business days of receipt of the Customer’s notice.I If Oraclase declines due to objectively justified capacity constraints, the Customer's notice is deemed not to have been given. Per-week and per-engagement fees are set out in a price grid included in or annexed to the Offer, or made available by Oraclase on the Customer's request.

5.11 Post-Pilot Pathway.

If the Customer wishes to enter into a commercial agreement for production or operational use of Oraclase technology following the Pilot, the Customer agrees to negotiate exclusively with Oraclase in good faith for a period of ninety (90) days from the issuance of the Pilot report, before engaging any third party to negotiate or enter into an agreement for a production or operational deployment of solutions that are substantially similar in purpose and scope to the Oraclase technology validated in the Pilotfor a similar purpose. This obligation does not bind the Customer to enter into any agreement with Oraclase and does not restrict the Customer's freedom to choose a third party after the 90-day windowperiod expires. During this exclusive negotiation periodwindow, Oraclase shall, in good faith, present a commercial proposal tailored to the Customer's validated requirements.

6. Remuneration for Samples

6.1 The Customer undertakes to pay Oraclase the fee for Samples as agreed in the Individual Order, plus VAT at the statutory rate.

6.2 In all other respects, reference is made to the payment terms set out in the Individual Order.

7. Customer Obligations (Samples & Pilots)

7.1 The Customer undertakes not to use Samples, Pilot Deliverables or Pilot Outputs in any way that violates applicable law, infringes third-party rights, or is contrary to Sections 4 and 5 of these T&C PILOT.

7.2 The Customer is obliged to prevent unauthorised access by third parties to Samples, Pilot Deliverables, Pilot Outputs and any local software installation used for Pilots by taking appropriate technical and organisational precautions.

7.3 The Customer remains solely responsible for its production settings, safety measures and final decisions regarding the use of any parameters or configurations (including those tested in the Pilot). Oraclase does not assume responsibility for the Customer’s production environment.

7.4 The Customer represents and warrants that any design, artwork, specification, material, or other input it supplies to Oraclase does not infringe any third-party intellectual property right or other right, and complies with all applicable laws. The Customer shall indemnify and hold harmless Oraclase against any third-party claim, liability, cost, or damage (including reasonable attorneys' fees) arising from Oraclase's use of the Customer's inputs in performing the contract, including claims of infringement of intellectual property rights, violations of data protection laws, or violation of third-party rights.

8. Interruption / Disruption (Pilot Services)

8.1 Adjustments, changes and additions to Pilot services, as well as measures taken to identify and rectify malfunctions, will only result in a temporary interruption or disruption where this is technically necessary.

8.2 Oraclase will use reasonable endeavours to perform Pilot services during normal business hours (Monday to Friday, 09:00–17:00 CET, excluding public holidays at Oraclase’s location), unless otherwise agreed in the Individual Order.

9. Force majeure

Neither party shall be obliged to fulfill its contractual obligations in the event of, and for the duration of, force majeure. In particular, the following circumstances shall be regarded as force majeure in this context:

  • fire, explosion or flooding for which the party is not responsible,

  • war, mutiny, blockade, embargo or pandemic,

  • industrial action lasting more than six weeks and not culpably caused by the contracting party,

  • technical problems with the internet beyond the control of either contracting party; this shall not apply if and to the extent that the provider also offers telecommunications services.

Each contracting party must notify the other in writing without delay of the occurrence of a force majeure event.

10. Liability

10.1 Oraclase shall be liable without limitation for damage caused intentionally or through gross negligence by Oraclase, its legal representatives or vicarious agents.

10.2 Oraclase shall be liable without limitation for damage resulting from injury to life, limb or health caused by Oraclase, its legal representatives or vicarious agents.

10.3 For damage caused by slight negligence, Oraclase shall only be liable if an essential contractual obligation has been breached by Oraclase, its legal representatives, senior executives or vicarious agents. Essential contractual obligations are those obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfilment of which the Customer may rely. In such cases, Oraclase’s liability is limited to the foreseeable damage which typically must be expected to occur. In any event, Oraclase’s aggregate liability for damage caused by slight negligence under this Section 10.3 shall be limited to the total fees paid by the Customer under the affected Offer in the twelve (12) months preceding the event giving rise to the claim. For Pilot engagements, this cap equals the Pilot Fee.

10.4 Oraclase shall not be liable for loss of data, production interruption or loss of production results to the extent that the damage is attributable to the Customer’s failure to implement appropriate back-up concepts, safety measures, or to review and validate Pilot Outputs and Sample evaluations before productive use.

10.5 Any further liability for damages of Oraclase, regardless of the legal basis, is excluded. Mandatory statutory liability (e.g. under product liability law) remains unaffected.

10.6 Claims of the Customer for damages shall become time-barred after twelve (12) months from the date on which the Customer became aware, or ought reasonably to have become aware, of the damage and of the party liable. This shall not apply to claims arising from intent or gross negligence, or from injury to life, limb or health; such claims shall be subject to the statutory limitation periods under German law.

11. Term and Termination (Project-based)

11.1 Unless otherwise agreed in the Individual Order, a contract for Samples or Pilots is concluded for the duration necessary to provide the agreed Deliverables as described in the Individual Order. Ordinary termination prior to completion of the agreed Deliverables is excluded.

11.2 The right of either party to terminate the contract without notice for good cause remains unaffected. Good cause exists in particular where:

  1. the Customer materially breaches Sections 4 or 5 (including resale/use restrictions and Pilot Outputs use) and fails to remedy such breach within a reasonable period after written notice; or

  2. the Customer is in default with due payments despite a reminder and the setting of a grace period.

11.3 Termination without notice must in any event be preceded by written notice and a reasonable cure period, unless such cure is impossible or obviously futile.

12. Data Protection/Confidentiality

12.1 The parties shall comply with applicable data protection laws. To the extent personal data is processed within a Pilot, the parties shall conclude any required data processing terms separately, where applicable.

12.2 Oraclase undertakes to maintain confidentiality regarding all confidential matters of the Customer of which it becomes aware in the course of the preparation, execution and performance of the contract, in particular the Customer’s trade or business secrets, and not to disclose them or exploit them in any other way, subject to Section 2.

12.3 The Customer is solely responsible for any data entered into or used with Pilot-related software and for ensuring that the use of Samples and Pilots complies with all legal requirements.

13. Governing law, jurisdiction

13.1 This contract is governed by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.2 The exclusive place of jurisdiction for any disputes arising from this contract is the registered office of Oraclase.

14. Miscellaneous

14.1 No verbal side agreements have been made. Amendments, additions and supplements to this contract are only valid if they are agreed in writing between the contracting parties. This also applies to any amendment to this contractual provision.

14.2 Should any provision of these T&C Pilot be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be deemed to be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision. The same shall apply in the event of a gap in the contract.

14.3 Annexes referred to in these T&C Pilot form an integral part of the contract.

14.4 Marketing Reference and Use of Name/Logo. The Customer agrees that Oraclase may use the Customer's name and logo on its website, in sales presentations, investor pitch decks, and in general marketing and investor materials to identify the Customer as a customer of Oraclase. Oraclase will comply with any reasonable brand guidelines provided by the Customer in writing. The Customer may revoke this authorisation prospectively for future new uses by written notice; previously circulated materials and investor presentations may continue to be used until naturally retired.

14.5 No Exclusivity. Nothing in these T&C PILOT or any Order Form grants the Customer any exclusivity, exclusive access, exclusive license, or exclusive rights in respect of Oraclase's products, services, technology, market segment, or geography. Oraclase remains free to provide the same or similar services to any other customer, including competitors of the Customer. Exclusivity may only be granted by a separate written agreement signed by both parties, specifying the scope, duration, and financial consideration.

14.6 Assignment. Oraclase may assign this contract or any Order Form, in whole or in part, to an affiliate or to a successor in connection with a merger, acquisition, reorganisation, or sale of assets, without the Customer's consent. The Customer may not assign this contract or any Order Form, in whole or in part, without Oraclase's prior written consent. Any attempt to assign in violation of this Section shall be void.

14.7 Signing Entity and Affiliate Liability. The contract is binding on the entity that signs the Order Form (the „Customer Contracting Entity“). Any affiliate of the Customer Contracting Entity within the meaning of §§ 15 et seq. AktG that signs an Order Form referring to these T&C PILOT or otherwise expressly accedes to this contract shall become jointly and severally liable with the Customer Contracting Entity for all obligations and payment obligations arising from such Order Form and these T&C PILOT, including Pilot Fees, travel reimbursement, and indemnification obligations. Jurisdiction and governing law shall remain as stated in Section 13, regardless of which Customer group entity signs the Order Form or performs services.

14.8 Audit Rights. Upon reasonable prior written notice (not less than fifteen (15) business days), and during the Customer's normal business hours, Oraclase may audit the Customer's compliance with Sections 2 (Confidentiality), 3 (Intellectual Property), 4 (Module A – Samples), and 5 (Module B – Pilot Projects) of these T&C PILOT. Audits shall be conducted at Oraclase's cost and in a manner that minimises disruption to the Customer's operations. The Customer shall provide reasonable access to records, personnel, and facilities necessary to verify compliance. Any audit findings shall be treated as confidential by Oraclase.