General Terms and Conditions (GTC)
PartsOS Forecast
Version 2.0 – September 2026
Preamble
PartsCloud provides PartsOS Forecast, a Software-as-a-Service (SaaS) solution designed to support customers in planning their future demand through intelligent, AI-driven demand forecasts. The purpose of this Agreement is to set out the general terms and conditions under which PartsCloud renders its Services and the Customer receives and pays for them. These Services may include software access, data analysis, report generation, and other functionalities relating to demand forecasting available through PartsOS Forecast.
These Terms apply 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; they do not apply to consumers.
This Agreement is governed by the laws of the Federal Republic of Germany.
Section 1 Definitions
1.1 "Agreement" means these Terms.
1.2 "PartsCloud" means the service provider.
1.3 "Services" means all services defined in Section 2.
1.4 "Business Hours" means Monday through Friday between 9:00 a.m. and 5:00 p.m. German time (CET/CEST).
1.5 "Customer" means any company that enters into a Master Agreement with PartsCloud.
1.6 "Implementation Agreement" means the optional agreement for customer-specific configurations or third-party integrations and the corresponding remuneration therefor.
1.7 "Key Performance Indicators" means specific metrics and patterns measured by the platform in connection with demand trends and demand forecasts.
1.8 "Master Agreement" means the agreement individually entered into by PartsCloud and the Customer, which may be in electronic form. Additional documents may be incorporated therein. The provisions of the Master Agreement shall prevail over the provisions of these Terms, and a Master Agreement supersedes all prior agreements between the parties on the same subject matter.
1.9 "Customer Data" means all data uploaded by the Customer to the platform (e.g., SKU, consumption data, inventory data, orders, names of customers who placed orders, amounts paid, price, weight, color, name, historical demand data, and other relevant inputs), regardless of whether such data is personal data, including data of the Customer's own customers.
1.10 "Incident" means an unexpected event or interruption that impairs the normal operation of the Services.
1.11 "Platform" or "Software" means PartsOS Forecast by PartsCloud.
1.12 "Parties" means PartsCloud and the Customer.
1.13 "Scheduled Maintenance" means any planned downtime, update, or service change.
1.14 "Demand Forecasts" means forecasts of future demand generated by PartsCloud on the basis of Customer Data using IT- and AI-based methods. Such forecasts are subject to separate review by the Customer.
1.15 "Emergency Maintenance" means maintenance carried out without prior notice, to the extent necessary to avert specific risks to the security or integrity of the platform or the data (e.g., deployment of critical security patches).
1.16 "Third Parties" means any parties other than PartsCloud and the Customer.
1.17 "PartsCloud Data" means all information, data, and content that PartsCloud provides or makes available to the Customer within the scope of the Services, including Demand Forecasts, Key Performance Indicators, data outputs, and confidential information of PartsCloud.
Section 2 Scope of Services
2.1 Services provided by PartsCloud
(a) PartsCloud provides access to PartsOS Forecast, a Software-as-a-Service (SaaS) solution developed using AI-based models for generating and analyzing demand forecasts. The Service includes, in particular, the generation of Demand Forecasts based on data provided by the Customer, together with the associated data analysis, data visualization, and provision of data outputs. The quality and accuracy of the data outputs depend on the quality, completeness, and timeliness of the data provided by the Customer; responsibility for data outputs in the case of incorrect or incomplete inputs is governed by Sections 5.2 and 8.
(b) The Service also includes data uploads and downloads, as well as the transfer of data between the PartsOS Forecast API and the Customer's ERP system. The Customer is responsible for establishing and maintaining a connection between its ERP system and the PartsCloud API and for ensuring that its ERP system reads and writes data in the agreed data formats.
(c) Additional features and modules may be provided as set out in the Master Agreement.
(d) PartsCloud is entitled to modify, improve, or expand the platform with new features, provided that the core functionality of the agreed Services is preserved and the change is reasonable for the Customer having regard to the mutual interests of the parties. PartsCloud will give the Customer at least six weeks' advance notice in text form of any material adverse change before it takes effect; in such case, the Customer shall be entitled to terminate this Agreement and the Master Agreement effective as of the date the change takes effect.
(e) While PartsOS Forecast provides data-driven demand forecasts and insights derived therefrom, the Service is intended as decision support. PartsCloud does not warrant the absolute accuracy or completeness of Demand Forecasts or other outputs, as these are influenced by the quality of Customer Data, market changes, and external factors. The Customer is responsible for reviewing and validating all forecasts and outputs before acting on them.
2.2 Third-Party Services
PartsCloud may engage third-party service providers. The Customer has no claim to the services of any particular third party. Such services are supplementary and are subject to this Agreement.
2.3 Customer-Specific Configuration
PartsCloud may offer customer-specific configurations. The services and support provided in this regard will be set out in the Implementation Agreement.
Section 3 Service Availability
3.1 Service Availability exists as long as the platform is accessible and usable.
3.2 The availability of the Services shall be at least 96.6% on average per calendar month during Business Hours. In calculating availability, the following periods shall be disregarded: (i) Scheduled Maintenance pursuant to Section 3.3, (ii) Emergency Maintenance pursuant to Section 3.4, (iii) downtime due to force majeure (Section 8.5), and (iv) downtime resulting from circumstances within the Customer's or a third party's area of responsibility, including disruptions to the Customer's ERP system connection or the Customer's internet connection.
3.3 Scheduled Maintenance may be carried out with a minimum of 72 hours' advance notice to the Customer, subject to a maximum permitted scheduled downtime of 24 hours per month. Preferred maintenance windows are weekends and outside Business Hours. Notice will be given by email or via the support portal.
3.4 Emergency Maintenance pursuant to Section 1.15 may be carried out by PartsCloud without prior notice. The Customer will be notified as soon as reasonably practicable. Any other unplanned downtime shall constitute unavailability within the meaning of Section 3.2.
Section 4 Support Availability
4.1 General Availability
(a) Support is available during Business Hours by ticket and email.
(b) PartsCloud will respond to all Customer inquiries by ticket or email within one business day.
(c) Telephone support is available on a best-effort basis or as otherwise agreed.
4.2 Support in the Event of Incidents
(a) Incidents are prioritized according to their level of impact.
(b) During service interruptions, PartsCloud will provide regular status updates via the status page or direct communication (email, Teams).
(c) PartsCloud will respond to reported Incidents within the following response times: for critical Incidents (platform entirely unusable), within four business hours; for significant Incidents (material functions impaired), within one business day; for other Incidents, within two business days. PartsCloud will resolve Incidents according to their priority as quickly as possible or provide the Customer with a reasonable workaround.
4.3 Remedies
If PartsCloud fails to meet the Service Availability set out in Section 3.2, the following remedies shall apply: if monthly availability falls below 96.6% but remains above 95%, the Customer shall receive a credit equal to 5% of its monthly fee. If availability falls below 95%, the credit shall increase to 20% of the monthly fee. Credits shall not, however, exceed the amount of one monthly fee per calendar year. The Customer remains free to demonstrate that it has suffered greater damage as a result of PartsCloud's failure to meet the Service Availability under Section 3.2. Credits granted shall be set off against any damages claims of the Customer arising from the same event.
Section 5 Customer Obligations
5.1 General Obligations
(a) The Customer shall keep usernames and passwords for access to the Services and the platform secure and confidential.
(b) The Customer shall comply with all applicable laws and regulations.
(c) The Customer is responsible for ensuring that data uploaded to or shared with the platform does not infringe the rights of third parties.
5.2 Data Input and Use of Data Outputs
(a) Customers must accurately and timely input relevant and/or requested data in order to maximize the effectiveness of the platform.
(b) Customers must validate all Demand Forecasts before using them operationally. PartsCloud is not responsible for losses resulting from the unvalidated use of Demand Forecasts.
(c) Key Performance Indicators (KPIs) provided via the platform are derived from Customer Data and serve as decision support. They do not replace comprehensive operational analysis by the Customer.
(d) Customers are responsible for configuring notifications (alerts) within the system.
(e) Customers are responsible for ensuring that appropriate team members complete onboarding and the training materials provided by PartsCloud. Operating errors resulting from insufficient training are the Customer's responsibility.
Section 6 Rights of Use in the Platform
6.1 Grant and Scope of Rights of Use in the Platform
PartsCloud hereby grants the Customer a non-exclusive, non-transferable right to use the platform solely for the Customer's internal business purposes. The Customer may make the platform available for use by companies affiliated with it within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG). The license granted herein is limited to the specific Services described in Section 2.
6.2 Restrictions on Use
With respect to the platform, the Customer shall not:
- reverse engineer, decompile, or disassemble the Software;
- sublicense, distribute, or transfer it to third parties;
- use it to develop a competing product or service; or
- use it in a manner that violates applicable laws or regulations.
6.3 Updates and Upgrades
PartsCloud may provide updates and upgrades to the Software. The terms of this Agreement shall also apply to such updates and upgrades, unless otherwise specified.
6.4 Termination of Rights of Use
The rights of use granted herein shall automatically terminate upon expiration or termination of the Master Agreement and/or this Agreement. Upon termination, the Customer shall cease all use of the Software and return or destroy all copies in its possession. Excluded from this are data outputs and exports in which the Customer retains ongoing rights of use pursuant to Section 11.2, as well as copies the Customer is required to retain under statutory obligations.
Section 7 Remuneration
7.1 The fees agreed in the Master Agreement shall apply. These are stated in EUR, net, plus statutory VAT.
7.2 PartsCloud may adjust prices with prospective effect. PartsCloud will give the Customer at least six weeks' advance notice in text form of any price change before it takes effect. If the Customer does not accept the price change, it shall be entitled to terminate this Agreement and the Master Agreement in text form with four weeks' notice effective as of the date the price change takes effect; PartsCloud will separately draw the Customer's attention to this right of termination in its notice. Until such termination takes effect, the previous price schedule shall continue to apply.
7.3 The fees cover all personnel, materials, and other expenses incurred by PartsCloud in preparing, following up on, and performing the contractual Services.
7.4 Payment shall be made within 15 days of receipt of the invoice to the bank account specified on the invoice.
7.5 The Customer may only set off against PartsCloud's claims with undisputed or legally established counterclaims. The Customer shall only be entitled to a right of retention on account of counterclaims arising from the same contractual relationship.
Section 8 Liability
8.1 Liability
(a) PartsCloud shall be liable without limitation for intent and gross negligence, for culpable injury to life, body, or health, in cases of fraudulent concealment of a defect, to the extent of any guarantee expressly assumed by PartsCloud, and under the mandatory provisions of the German Product Liability Act.
(b) In cases of ordinary negligence, PartsCloud shall only be liable for breach of material contractual obligations within the meaning of Section 8.2, limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded. Otherwise, liability for ordinary negligence is excluded.
(c) The foregoing limitation of liability shall also apply to any personal liability of PartsCloud's employees, representatives, and/or third parties acting on PartsCloud's behalf.
(d) PartsCloud's strict (no-fault) liability for defects in the platform already existing at the time of contract conclusion pursuant to Section 536a(1), first alternative, of the German Civil Code (BGB) is excluded.
8.2 Breach of Material Contractual Obligations
The parties shall be liable to each other for breaches of material contractual obligations caused by ordinary negligence — i.e., obligations whose fulfillment is a prerequisite for the proper performance of the Agreement in the first place, or whose breach jeopardizes the achievement of the purpose of the contract, and on whose observance the other party regularly relies — but limited to the foreseeable damage typical for this type of contract at the time the contract was concluded.
8.3 Liability for Recommendations
(a) PartsCloud shall be liable without limitation if the data-driven insights and recommendations are erroneous due to intent or gross negligence. As no warranty is given for the recommendations pursuant to Section 2.1(e), no liability shall attach in that regard. The bases of liability under Section 8.1(a) remain unaffected.
(b) In cases of ordinary negligence, PartsCloud's liability shall be limited to the damage that is foreseeable and typical for the type of transaction concerned.
(c) The foregoing limitation of liability shall also apply to any personal liability of PartsCloud's employees, representatives, and/or third parties acting on PartsCloud's behalf.
8.4 Indemnification Against Third-Party Claims
(a) PartsCloud shall indemnify the Customer against all third-party claims arising from the infringement of third-party rights in connection with the rendering of the Services. The Customer shall promptly notify PartsCloud in text form of any claims asserted, shall not make any acknowledgment without PartsCloud's consent, and shall, to the extent legally permissible, leave the conduct of the dispute to PartsCloud or provide it with reasonable support in doing so.
(b) The Customer shall indemnify PartsCloud against all third-party claims arising from the infringement of third-party rights pursuant to Section 5.1(c). PartsCloud shall promptly notify the Customer in text form of any claims asserted, shall not make any acknowledgment without the Customer's consent, and shall, to the extent legally permissible, leave the conduct of the dispute to the Customer or provide it with reasonable support in doing so.
8.5 Force Majeure
Neither PartsCloud nor the Customer shall be liable, or deemed to be in breach of contract or in default, for any delay or failure to perform the obligations owed under this Agreement to the extent such delay or failure results from causes or conditions beyond its reasonable control, provided that the affected party makes all commercially reasonable efforts to avoid or remove the causes of non-performance. If an event of force majeure continues uninterrupted for more than 90 days, either party shall be entitled to terminate the Agreement in text form with two weeks' notice.
Section 9 PartsCloud Data Protection and Licensing
9.1 Provisions
PartsCloud and the Customer shall each comply with the data protection laws applicable to them. To the extent PartsCloud processes personal data on behalf of the Customer, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR. In the event of any conflict, the data processing agreement shall take precedence over this Agreement with respect to the processing of personal data.
9.2 Customer Data
(a) Customer Data will be securely stored by PartsCloud on cloud-based servers in accordance with industry-standard measures.
(b) The Customer retains its rights in the Customer Data but grants PartsCloud the rights of use necessary for the performance of the Agreement. In addition, the Customer grants PartsCloud a simple, irrevocable, perpetual right — surviving termination of this Agreement — to use anonymized and aggregated data for the purpose of providing, analyzing, further developing, and improving the platform and its features, including the training of statistical and AI-based models. All Customer Data used in this manner shall be anonymized and/or aggregated in such a way that it can under no circumstances be attributed to specific customers.
(c) Otherwise, PartsCloud shall process Customer Data solely to provide, maintain, and improve the platform and Services, including the generation and analysis of Demand Forecasts.
(d) Customer Data will not be disclosed to third parties without the Customer's express consent.
(e) Customer Data will be retained for the duration of this Agreement. Upon request, PartsCloud will make the Customer Data available to the Customer for export within 30 days of termination of this Agreement in a common, structured format (e.g., CSV); further migration support will be provided by PartsCloud for separate remuneration on a time-and-materials basis. After expiry of the export period, PartsCloud shall delete the Customer Data, unless statutory retention obligations preclude deletion. Anonymized and aggregated data pursuant to Section 9.2(b) is excluded from the deletion obligation.
Section 10 Customer Data Protection and Confidentiality
10.1 The Customer shall implement and maintain industry-standard data protection measures to protect PartsCloud Data from unauthorized access, disclosure, or destruction.
10.2 The Customer shall use its best efforts to promptly notify PartsCloud of suspected or actual security breaches and to promptly take mitigating measures.
10.3 The Customer shall ensure that access to PartsCloud Data is restricted to authorized personnel and shall use industry-standard authentication and authorization mechanisms.
10.4 The Customer undertakes to comply with all applicable laws and industry standards relating to cybersecurity and data protection.
10.5 The Customer shall regularly assess and address vulnerabilities in its systems and applications using industry-standard tools and procedures.
10.6 The Customer shall ensure that any third parties with access to PartsCloud Data likewise comply with these cybersecurity provisions.
10.7 The Customer undertakes to maintain the confidentiality of PartsCloud's information using industry-standard safeguards.
10.8 The Customer shall conduct regular cybersecurity training for its employees to maintain a high level of security awareness.
10.9 The Customer shall ensure that PartsCloud Data is securely stored using regularly updated, secure backup solutions. The Customer shall implement data redundancy practices to protect against data loss. Wherever possible, PartsCloud Data shall be encrypted both at rest and in transit in accordance with industry-standard encryption protocols.
Section 11 Proprietary and Usage Rights, in Particular in Further Developments
11.1 PartsCloud's Rights
All copyrights, related rights, industrial property rights, and other rights in the platform, the underlying software, the models, processes, and methods employed, the documentation, PartsCloud's trademarks and designations, and PartsCloud's know-how shall, as between the parties, belong exclusively to PartsCloud or its licensors. This shall also apply to further developments, updates, upgrades, and new features of the platform made by PartsCloud during the term of this Agreement. The Customer shall only be granted rights therein to the extent set out in Section 6 and this Section 11; no transfer of rights is associated therewith.
11.2 Rights of Use in Data Outputs
PartsCloud grants the Customer a simple, perpetual right, surviving termination of this Agreement, to use the data outputs generated for the Customer (in particular reports, forecasts, analyses, and exports) for internal business purposes. The models, processes, algorithms, and know-how of PartsCloud underlying the data outputs shall remain unaffected and shall remain with PartsCloud.
11.3 Customer-Specific Developments
(a) The development of customer-specific software, interfaces, configurations, or other individual customizations (collectively, "Custom Developments") shall be carried out solely pursuant to a separate agreement (in particular an Implementation Agreement) and for separate remuneration. The Customer has no claim to Custom Developments under this Agreement.
(b) Unless otherwise provided in the separate agreement, upon full payment of the remuneration agreed therefor, PartsCloud grants the Customer an exclusive right, unlimited in time, place, and content, to use the Custom Developments for its own business purposes.
(c) Notwithstanding Section 11.3(b) above, PartsCloud reserves a simple (non-exclusive), irrevocable, perpetual right, unlimited in time, place, and content, to use the Custom Developments. This includes, in particular, the right to reproduce, edit, and further develop the Custom Developments and to use them for other customers and within the platform. PartsCloud may in any event freely use the ideas, concepts, processes, methods, and know-how gained from a Custom Development.
Section 12 Termination
12.1 This Agreement shall terminate in accordance with the agreed termination of the Master Agreement.
12.2 Each party's right to terminate this Agreement and the Master Agreement for good cause remains unaffected. Good cause shall exist for PartsCloud, in particular, if (i) the Customer misuses the platform or makes unauthorized modifications to it, (ii) the Customer breaches material obligations under this Agreement and fails to remedy such breach within a reasonable period despite a warning notice, or (iii) the Customer is in default of payment of a non-immaterial portion of the remuneration for more than 30 days despite a reminder. A warning notice or grace period shall not be required where it is evidently futile or where immediate termination is justified for special reasons, having weighed the interests of both parties (Section 314(2) BGB).
12.3 Instead of terminating, PartsCloud may temporarily suspend the Customer's access to the platform if the conditions of Section 12.2 are met or if the Customer is in default of payment of due remuneration despite a reminder. The suspension will, to the extent reasonable, be announced in text form with reasonable notice and will be lifted without delay once the grounds for suspension cease to exist. The Customer's payment obligation shall remain unaffected by a justified suspension.
Section 13 Special Provisions on Switching Between Data Processing Services Pursuant to the EU Data Act
13.1 The parties agree to the following special provisions with respect to Articles 23 et seq. of the EU Data Act.
13.2 Any obligation of PartsCloud under this Section 13 presupposes a binding request by the Customer to switch to another data processing service. That other data processing service must, pursuant to Article 23 of the EU Data Act, cover the same type of service as the contractual Services.
13.3 The Customer may terminate the Master Agreement together with this Agreement by written notice with at least 60 days' notice (the "Notice Period"). The Customer's rights under Article 25(3) of the EU Data Act to opt for a switch to on-premises software or for data erasure remain unaffected.
13.4 At the latest by the end of the Notice Period, the parties shall commence a 30-day transition period (the "Transition Period"), during which PartsCloud shall enable the transfer of exportable data comprising solely (i) data uploaded by the Customer during the term of the contract and (ii) metadata automatically generated by the platform's core functionalities. Excluded are (a) data derived from PartsCloud's proprietary algorithms, (b) third-party data integrated into the contractual Services, and (c) system logs or diagnostic data, insofar as there is a risk of infringement of PartsCloud's trade secrets and such exclusions do not hinder or delay the switching process provided for in Article 23 of the EU Data Act.
13.5 If the Transition Period is not technically feasible, PartsCloud shall notify the Customer within 14 working days of the switching request, provide due justification for the technical infeasibility, and specify an alternative transition period, which may not exceed seven months.
13.6 The Customer may extend the Transition Period once, for a period the Customer considers reasonable for its own purposes.
13.7 The Agreement shall terminate automatically either (a) upon successful completion of the Transition Period, or (b) upon expiry of the Notice Period, if the Customer does not wish to switch but instead wishes to have its Customer Data deleted upon termination.
13.8 Upon the Customer's request, PartsCloud shall fulfill all obligations to provide information, assistance, and support (e.g., data deletion) pursuant to Article 25 of the EU Data Act.
13.9 PartsCloud assumes no responsibility for the functional equivalence of the contractual Services with third-party offerings. The Customer acknowledges that configuration adjustments, third-party integrations, or new developments may be required to achieve the desired results in a new environment.
13.10 For effecting termination under this Section 13, the Customer shall pay a termination fee equal to 70% of the agreed fees that would have been payable for the remaining contract term.
Section 14 Final Provisions
14.1 Any general terms and conditions, whether the Customer's own or those of the Customer's suppliers, are expressly excluded, even if referenced in customer-related correspondence.
14.2 Communication Terms
(a) The contact form shall be used to request information, ask questions, or initiate communication. It is intended for business inquiries only.
(b) Notices and communications may be made via one or more of the following channels: website, email, in-app notification, or updates on the official website or customer portal.
(c) PartsCloud shall not be liable for any failure to receive notices due to incorrect or outdated contact information provided by the Customer.
(d) The Customer agrees that Customer Data exchanged in the course of communication may be stored and used by PartsCloud.
(e) The languages of communication are English and German.
14.3 Assignment
Neither party may assign or transfer rights or claims arising from the Agreement to third parties without the consent of the other party. Any such transfer or assignment without the other party's consent shall be invalid. Section 354a of the German Commercial Code (HGB) remains unaffected. However, PartsCloud shall be entitled, without the Customer's consent, to transfer rights and obligations under this Agreement to an affiliated company within the meaning of Sections 15 et seq. AktG or in connection with a universal succession or corporate transaction; the Customer shall be notified thereof in text form.
14.4 Severability
Should any provision of this Agreement be or become invalid, void, and/or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree on a valid and enforceable provision in place of the invalid, void, or unenforceable provision that comes as close as possible to the economic purpose of the provision to be replaced.
14.5 Written Form Requirement
Ancillary agreements, amendments, and supplements require text form (Section 126b BGB); this shall also apply to any amendment of this text form requirement. Electronic signature procedures (e.g., DocuSign) satisfy the text form requirement. Prior individual agreements within the meaning of Section 305b BGB remain unaffected.
14.6 Venue
The exclusive venue for all disputes arising out of or in connection with this Agreement shall be the Hamburg Regional Court (Landgericht Hamburg), Germany. The parties agree, in the event of litigation, to make the necessary procedural declarations to enable the dispute to be referred, where applicable, to the International Commercial Chamber of the Hamburg Regional Court, provided such a chamber exists at the commencement of the proceedings. Each party remains free to seek interim relief before any court of competent jurisdiction, including but not limited to the Hamburg Regional Court.
The following shall apply instead for US customers: Any dispute, controversy, or claim arising out of or in relation to this Agreement and the Master Agreement, including its validity, invalidity, breach, or termination, shall be resolved under the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date the notice of arbitration is submitted under those rules. The number of arbitrators shall be one; the seat of arbitration shall be Frankfurt am Main, Germany. The arbitration proceedings shall be conducted in the English language.
14.7 Governing Law
This Agreement is governed by the laws of the Federal Republic of Germany.