0.1 "Testo Account"

The "Testo Account" is the central system provided by Testo SE & Co. KGaA for the registration, authentication, and administration of users, which enables access to certain Digital Services of the Testo Group. The Testo Account includes synchronization of all compatible Testo measuring devices with the Testo Smart App. Users can view these devices online through testo Smart Connect without a paid Subscription or License. Users have no right to registration.

0.2 "Digital Services"

"Digital Services" are digital products and services provided by the Testo Group company, including cloud-based software, platform services, mobile applications, web-based portals, and their associated functions, user interfaces, integrations, and documentation, in each case in the version released by Testo. The specific scope of services and functions is determined by the applicable subscription/license. Digital services and products include, without limitation, testo Smart Connect, the Testo Smart App, and testo Saveris Food Solution.

0.3 "testo Smart Connect"

"testo Smart Connect" refers to the Testo Group cloud-based platform used to store, manage, display, evaluate, and make available data from compatible Testo products, and to manage users and devices in connection with the applicable Digital Services.

0.4 "Subscription" / "License"

"Subscription" or "License" means a fee-based, time-limited right to use specified digital products, services, and/or modules. The scope, term, price, billing method, and any country-specific purchase terms are set out in the applicable offer, order acknowledgment, order confirmation, subscription booking, or invoice.

0.5 "testo Saveris Food Solution"

"testo Saveris Food Solution" is a modular food-safety solution for the food industry, consisting of software components and, depending on the configuration, stationary monitoring equipment (e.g., wireless sensors), portable measuring devices (e.g., with interchangeable probes), and a control unit. Use of its digital functions generally requires a separate Subscription or License, unless expressly agreed otherwise.

1.1 These General Terms and Conditions ("GTC") govern the provision and use of (i) the Testo Account ("Account") and (ii) the Testo Group’s Digital Services accessible through the Account, including testo Smart Connect ("Cloud") and, to the extent expressly agreed, other Digital Services such as testo Saveris Food Solution and optional add-on modules.

1.2 These GTC apply only to Users that are businesses, legal entities governed by public law, or legal entities with special funds governed by public law.

1.3 The User's contractual partner is exclusively the Testo Group company expressly identified as the provider in the applicable offer, order confirmation, subscription booking, or invoice. Testo SE & Co. KGaA's central provision of the Account does not establish a separate contractual relationship for any individual service. Contracts for individual services are concluded exclusively with the respectively named provider.

1.4 Any User terms that conflict with or differ from these GTC will not become part of the parties' agreement unless Testo expressly agrees to them in writing. Testo's failure to object expressly to any such terms does not constitute consent.

2.1 Access to the Account and Cloud requires registration by the User, the creation of a User Account, and acceptance of these GTC.

2.2 After successful registration, Testo will provide the User with access to the Account. The User may access the Cloud if and for so long as it maintains a valid Account. Hardware, software, and other services will be provided in accordance with the terms stated in the applicable offer and contract documents.

2.3 The User has no right to register an Account. Testo may refuse a registration without stating a reason.

2.4 Each User may register only one User Account. User Accounts and their contents may not be transferred to other User Accounts.

2.5 The User must safeguard its access credentials, must not disclose them to any third party, and must not permit an unauthorized third party to access the Account. The User is liable for all activity conducted through its Account to the extent that the User is responsible for that activity. The User must change its password immediately if it has reason to believe that an unauthorized person may have obtained its access credentials.

2.6 Unless separately agreed, use of the Account and Cloud does not include support or other services, such as installation, customization, programming, consulting, or training services, except to the extent such a service is required to remedy a defect in the Account or Cloud.

2.7 The following additional terms apply to testo Smart Connect: When registering for an Account, the User must confirm its registration by selecting the activation link sent to the email address provided during registration. The Account will remain locked until verification is complete. If the User does not complete verification within 72 hours of registration, Testo reserves the right to delete the incomplete Account. Testo will notify the User by email prior to deletion.

3.1 The agreement between the User and the applicable provider under these GTC covers use of the Account and Cloud and, if applicable, the management, evaluation, and other use of data collected by Testo devices and transferred by the User to the Cloud. This may include User information, measurement location and time, device information, and future usage features and functional enhancements made available by Testo. The scope of services excludes the User's Internet connection via a device and/or the connection of the User's measuring device(s) to the Account or Cloud.

3.2 Section 3.1 is intended only to describe the services and does not establish an agreed standard of quality or create any warranty or guarantee.

4.1 During the term for which Testo provides the Cloud, including the initial subscription term and any renewal periods (collectively, the "Subscription Term"), Testo grants the User a non-exclusive, non-transferable, worldwide right to use the Cloud and its content in accordance with the User Agreement.

4.2 The User may allow authorized personnel to use the Cloud. "Authorized Personnel" are defined as individuals to whom the User or any of its affiliates grants separate access credentials to use the Cloud.

4.3 Testo permits the User to upload, store, create, send, and display its own data subject to these GTC. The User is solely responsible for measurement data it submits to the Cloud. Testo has no obligation to review User Content for completeness, accuracy, legality, timeliness, quality, or fit for a particular purpose. Except as permitted under Section 4.2, the User may not sublicense, license, sell, rent, lease, or otherwise make the Account or Cloud available to a third party.

4.4 When using the Cloud, the User may not:

• Copy, translate, disassemble, reverse engineer, create derivative works, or otherwise modify all or any portion of the Cloud, except to the extent applicable law permits; however, the Documentation provided for the use of the Cloud may be copied to the extent necessary for internal use;

• Use the Cloud in violation of applicable law, including by transmitting content or data that is unlawful, was obtained unlawfully, or infringes a third party's intellectual-property rights; or

• Circumvent or compromise the operation or security of the Cloud.

4.5 For technical and practical reasons, Testo does not guarantee or ensure that data will be retained for any particular purpose or period beyond the applicable system requirements. The Cloud therefore is not suitable for complying with retention periods under commercial or tax law. Testo is not liable for data loss in the Account or Cloud, unless the loss results from Testo's intentional misconduct or gross negligence.

4.6 If the User violates Section 4.4, Testo is entitled to refuse to accept User Content and may edit, block, or remove User Content already submitted, without prior notice. Testo also may block access if the User's submission of User Content, the User Content itself, or any other culpable conduct by the User violates these GTC, applicable rules of conduct, applicable law, or another contractual obligation. Testo will consider the User's legitimate interests and will use the least restrictive measure reasonably available to prevent or stop the violation. Testo will notify the User about this measure by email.

4.7 The User must not transmit any content that, by its substance, form, design, or otherwise, violates these GTC, applicable law, or offends common standards of decency.

4.8 Testo and its affiliates may create analyses using certain technical User Data and information derived from the User's use of the Cloud (hereinafter referred to as "Analyses"). The Analyses will anonymize and aggregate information and will be treated as Cloud Content. Unless otherwise agreed, personal data contained in User Data will be used only to provide the Cloud to the User. Testo may use Analyses for the following purposes:

a) product improvement (including product features and functions, workflows, and user interfaces) and development of new Testo products and services;

b) improving resource allocation;

c) internal demand planning;

d) training and development of machine learning algorithms (AI);

e) improving product performance;

f) verifying security and data integrity; and

g) identifying industry trends and developments, creating indices, and producing anonymous benchmarks.

4.9 Testo may establish additional rules governing the transmission of User Content.

5.1 User data remains the legal property of the User or the applicable rights holder. "User Data" refers to all data that the User uploads to, stores in, creates in, sends through, or displays through the Cloud, including measurement data collected by Testo devices, metadata such as measurement locations and timestamps, and device and operational information associated with the User. These GTC do not transfer ownership or exclusive rights of User Data to Testo.

5.2 For the term of the User Agreement, the User grants Testo a non-exclusive, worldwide right to process User Data to the extent necessary to:

(i) provide the Cloud in accordance with the User Agreement;

(ii) ensure operation, IT security, error analysis, and troubleshooting;

(iii) provide support services; and

(iv) comply with legal obligations.

Testo is entitled to engage subcontractors and hosting providers for these purposes. To the extent that Analyses are based on User Data, Section 4.8 also applies.

5.3 The User warrants that it holds all rights and/or licenses to the User Data required for use of the Cloud and for the transfer of rights pursuant to Section 5.2, and that Testo's processing of User Data in accordance with these GTC does not infringe upon the rights of any third party.

All rights in and to the Account, platform, and Cloud are the exclusive property of Testo and are protected by copyright and other intellectual-property laws.

7.1 The User may use the Account for as long as it maintains, as applicable, the required Licenses and/or a corresponding User Account. Access to the Cloud is generally available during the Subscription Term. If the User does not hold sufficient Licenses, particularly for sublicensed data loggers, Testo may limit access to data until the User obtains the required Licenses. Full functionality will be restored once the required Licenses have been obtained.

7.2 In accordance with the following provisions, Testo reserves the right to amend these GTC, provided the change is reasonable, considering the User’s respective interests, including when the respective change does not represent a significant legal or economic disadvantage for the User. Testo will notify the User by email within a reasonable period and no later than four (4) weeks before an amendment takes effect. The User may object to the changes in writing within two (2) weeks after receiving the notice. If the User does not object within that period, the amendment will become part of the User Agreement. In the event of a timely objection, Testo is entitled to terminate the User Agreement or affected Subscription, effective when the amendment otherwise would have taken effect; until then, the previous terms will continue to apply. The notice will explain the consequences of an objection.

7.3 Testo is entitled to further develop, modify, or supplement all or any part of the Cloud at any time. Changes may include reducing or discontinuing functions or services, or moving or removing features from packages or bundles, so that a feature previously included in the applicable service may later be available only for an additional fee and/or through a different package or bundle. Testo will notify the User by email of any significant changes relevant to the contract no later than four (4) weeks before the change takes effect. The User may object in writing or by email within two (2) weeks after receiving the notice. If a change materially impairs use of the Cloud or eliminates an essential core function, the User also may terminate the affected User Agreement for cause, effective when the change takes effect. If the User does not object on time, the change will become part of the User Agreement. The notice will explain the consequences of an objection.

7.4 Testo works to provide technically up-to-date solutions. Testo reserves the right to discontinue or modify individual Cloud functions, applications, or programs when reasonably necessary for technical progress, security, technical availability, stable platform operation, or system integrity, provided that the change does not impair the contractual purpose of the Cloud and is reasonable for the User. Where reasonably possible and within Testo's control, Testo will offer an improved alternative. Changes to existing functions or the provision of new functions are integrated by Testo through software releases.

7.5 The User must maintain and comply with appropriate security standards, governing its own use of the Cloud and that of its Authorized Personnel. The User may not perform or authorize any penetration testing of the Cloud without Testo's prior consent. The User is solely responsible for determining the suitability of the Cloud for its business processes and those of its Authorized Personnel and for complying with all legal requirements applicable to User Data and its use in the Cloud. At its own expense, the User must provide the necessary cooperation required for Testo to provide the Cloud, including the infrastructure and telecommunications services required to access it. The User's cooperation is a prerequisite for the proper fulfillment of Testo's obligations. The User is responsible for the consequences and costs resulting from its breach of these obligations.

7.6 After a Subscription is terminated or otherwise ends, Testo may block access to and delete User Data, unless a statutory retention obligation or other legal authorization requires continued storage.

8.1 Testo strives to maintain a high level of platform availability but does not guarantee any specific level of availability or uninterrupted access unless expressly agreed otherwise. When calculating availability, Testo will exclude scheduled maintenance announced at least 24 hours in advance and urgent maintenance that is required through no fault of Testo and cannot reasonably be announced in advance.

8.2 Testo will implement and maintain appropriate, state-of-the-art technical and organizational measures designed to protect data processed by Testo in connection with the Cloud against unauthorized access, loss, or destruction.

9.1 Testo may change prices by providing at least four (4) weeks' notice effective at the end of a calendar month. The User may exercise a special right to terminate the affected contract by giving notice within 14 days after receiving notice of the price change. Testo also may adjust prices upon each contract renewal/extension.

9.2 The User may pay the purchase price using the payment methods specified by Testo. Testo may change, restrict, or expand the available payment methods from time to time. The User has no right to use any particular payment method.

9.3 Payments can be processed through Adyen, a payment service provided by Adyen N.V., Simon Carmiggeltstraat 6-50, 1011 DJ Amsterdam, the Netherlands ("Adyen"). The use of Adyen serves to optimize and efficiently implement payment processing. Adyen enables Testo to accept a variety of payment methods through a single integrated platform. In the event of a default or incomplete payment, Testo will request payment again.

9.4 Payments made through PayPal are processed by PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal Terms of Use available at https://www.paypal.com/en/legalhub/paypal/home. To use PayPal, the User must open or already have a PayPal account. If a payment is not completed or delayed, PayPal may request or demand payment again.

9.5 In the event of default in payment and/or reasonable doubt as to the User's solvency or creditworthiness, Testo may, without limiting its other rights, require security or advance payment for outstanding deliveries and services; make deliveries and perform services only on a cash-on-delivery or advance-payment basis; and declare all claims arising from the business relationship immediately due and payable.

9.6 If a set payment deadline is exceeded, Testo will charge interest at 9% above the applicable base interest rate, subject to the assertion of additional damages.

9.7 If a credit-card charge is declined, rejected, reversed, or charged back, the User must pay the applicable price, plus any resulting costs, within 10 days of receiving the service. Such costs include, without limitation, any fees or expenses arising from the failed, reversed, or charged-back transaction.

9.8 The User may exercise rights of set-off or retention only with respect to counterclaims that are undisputed or have been finally adjudicated. The User may not assign any claims against Testo.

10.1 If configured, the alarm function will notify the User through a mobile application, SMS, or email of critical events, such as the loss of the required refrigeration temperature for food storage.

10.2 Continuous availability of alarm functions via the Internet or mobile networks cannot be guaranteed with current technology. Delivery of SMS or email messages may be affected by circumstances beyond Testo's control, including transmission-line failures, web-server failures, recipient-server spam-filter rules, and mobile-network failures.

10.3 Testo provides the alarm function as a service that the User uses at its own risk. Testo does not warrant or guarantee uninterrupted or error-free operation of the alarm function and is not liable for damages resulting from delayed or failed delivery of an alarm, subject to Section 13 and applicable law.

10.4 The alarm functions are intended to detect process and system errors that ordinarily should not occur and that generally require corrective action by the User. If the system generates a disproportionately large number of alarms - more than 100 alarms per location in a calendar month - Testo may presume that the product is misconfigured or being used improperly. In that event, Testo may restrict the alarm functions, limit transmission of alarm messages, or charge the User additional costs. If forwarding alarms to telephone numbers in other countries causes higher costs, Testo may notify the User and require it to modify the system promptly. If the User does not do so, Testo may restrict the alarm functions, limit transmission of alarm messages, and/or charge the User additional costs.

10.5 The following additional provisions apply to use of the Cloud in connection with testo Saveris Data Monitoring. The User may purchase the optional "SMS Alarming" feature when configuring the Subscription or at a later date. SMS Alarming includes a package containing the number of SMS messages stated in the offer. Messages are deducted from that package when sent in accordance with the User's alarm settings. To provide uninterrupted SMS alarms, a replacement package containing the same number of messages will be purchased automatically when the current package is depleted. Before purchasing a replacement package, Testo will notify the User when only 25 SMS messages remain. The User may disable automatic purchasing in the Subscription Portal before the replacement package is purchased. If automatic purchasing is disabled, the User will continue to receive SMS alarms until the remaining package is depleted. Unused SMS messages expire when the applicable Data Monitoring Subscription ends and are not refundable.

11.1 Testo investigates and addresses Cloud errors in accordance with recognized standards. An "Error" under these GTC means any malfunction reported by the User that either:

• materially impairs use of the Cloud; or

• causes corruption or loss of data within the platform.

11.2 Testo will use commercially reasonable efforts to remedy a serious Error within a reasonable period.

11.3 Testo's responsibility for defects in the Account and/or Cloud is conditioned on the User's compliance with the specified technical system requirements. The User must protect its network against unauthorized access using appropriate, then-current, state-of-the-art security measures.

11.4 If, at the User's request, Testo adapts its service for software or components provided by a third party or the User, or integrates or connects such software or components with Testo products, the User is responsible for the technical and legal characteristics and consequences of those adaptations and third-party components. To the extent permitted by applicable law, Testo is not liable for matters within the User's responsibility under this Section.

11.5 Warranty claims for defects are available only for defects that can be reproduced or described by the User in a reasonably understandable manner.

11.6 A functional impairment does not constitute a defect if it results from circumstances within the User's area of responsibility, including improper operation; an attempted repair by the User or a third party; a system or operating-system change; natural wear and tear; negligent handling; weather conditions; or unsuitable chemical, physical, electromechanical, or electrical influences.

11.7 Software is subject to continuous improvement and may require periodic updates. The need for an update is not a defect but is an inherent characteristic of software.

12.1 The use of the Account and Cloud is at the User’s own risk. The User acknowledges that, as with any complex software system, the Account and Cloud may contain errors and cannot be guaranteed to be completely error-free.

12.2 To exercise rights relating to a defect, the User must report the defect to Testo promptly, in writing, and in a comprehensible form. The User must take all reasonable steps to identify, limit, and document the defect, including by providing relevant defect reports, system logs, memory extracts, affected input and output data, and results from intermediate processing and testing. If the User has a valid claim for a defect that existed when the Account or Cloud was first made available to the User, Testo may first provide a reasonable workaround. Testo may then, at its discretion, remedy the defect by correcting it or, where appropriate, provide a corrective update.

12.3 If Testo refuses or ultimately fails to provide remedial performance after at least two attempts for the same defect, the User may rescind the affected contract or reduce the applicable fees. The User may not remedy the defect itself and demand reimbursement of its expenses.

12.4 Testo may charge additional fees based on the effort involved if, at the User's request, Testo searches for or attempts to correct a defect that Testo has no obligation to address, including an unverified defect or a defect outside Testo's area of responsibility. Testo may not charge those fees if the User could not reasonably have determined that no defect existed.

12.5 Any User claim relating to a defect must be brought within one year after the User becomes aware of the defect, unless Testo fraudulently concealed the defect or caused it through gross negligence. Any User claim concerning defective remedial work by Testo must be brought within one year after the User accepts that work. Testo's corrective work does not restart either limitation period.

12.6 If the User receives an update or new software version outside a maintenance agreement or free of charge, that update or version is provided without a separate warranty. A free new software version does not affect any existing defect-related claim or limitation period concerning the software version originally acquired by the User.

13.1 Testo is liable in accordance with applicable law:

• for intentional misconduct and gross negligence;

• under applicable product-liability laws; and

• in the event of injury to the life, body, or health of a person.

13.2 Testo is not liable for indirect, incidental, or consequential damages on any legal basis, including lost profits, loss of goodwill, loss of labor or productivity, or claims attributable to a Cloud malfunction, except to the extent such liability cannot be excluded under applicable law.

13.3 For property damage or financial loss caused by negligence, Testo is liable only for breach of a material contractual obligation. Liability is limited to damages that were foreseeable when the contract was entered into and are typical for this type of contract. Material contractual obligations are obligations whose performance is essential to the contract and on which the User reasonably may rely.

13.4 Testo’s aggregate liability to a commercial User for all losses arising in the same contract year from Testo’s negligent breach of a material contractual obligation is limited as follows:

• The maximum aggregate liability for each contract year is EUR 5,000.

• Any unused portion of the maximum liability amount in one contract year does not carry forward or increase the maximum liability amount for a later contract year. A contract year is the first twelve-month period beginning when the applicable service is provided under the contract and each succeeding twelve-month period.

13.5 Except as expressly stated in this Section 13, Testo's liability is excluded to the extent permitted by applicable law.

13.6 Any statutory limitation of liability that provides Testo greater protection than this Section 13 remains unaffected.

13.7 The limitations of liability in this Section 13 also apply to the acts and omissions of Testo's directors, officers, employees, representatives, agents, subcontractors, and other persons for whom Testo is legally responsible, and to claims for reimbursement of expenses.

13.8 All claims against Testo, whether arising in contract, tort, reliance, or otherwise, must be brought within one year, except those based on Testo’s intentional misconduct. Unless a different commencement date applies by law, the limitation period begins at the end of the calendar year in which both (i) the claim arose and (ii) the claimant knew – or, absent gross negligence, should have known – the circumstances giving rise to the claim and the identity of the party against whom the claim is asserted.

14.1 Each party must protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event with less than a reasonable standard of care. Each party must take appropriate measures to protect confidential information against misuse, unauthorized access, duplication or other reproduction, and must control access to all physical and electronic forms, copies, and other reproductions of the Confidential Information. A receiving party may disclose the other party's Confidential Information only to third parties that are bound by confidentiality obligations at least as protective as those stated here, and only to the extent necessary for the receiving party to exercise its rights or perform its obligations under the applicable agreement (need-to-know principle).

14.2 "Confidential Information" refers to all nonpublic business, commercial, financial, technical, or other information disclosed or made available in connection with the services, regardless of the medium or the manner in which it is obtained. Confidential Information includes records, technical and other documents, plans, films, templates, production and procedural processes, workflows, lists, organizational charts, data-flow plans, analyses, internal policies, and other matters of business interest to the disclosing party. It also includes all copies, extracts, summaries, and materials or data created from or incorporating that information.

14.3 Confidential Information does not include information that the receiving party can demonstrate:

• was publicly or generally known when received;

• became publicly or generally known after receipt, through no fault of the receiving party;

• was already lawfully known to the receiving party when received;

• was lawfully received after disclosure from an authorized third party that was not under a duty of confidentiality concerning the information; and/or

• was independently developed by personnel of the receiving party who had no access to the disclosed Confidential Information.

14.4 The party invoking an exception under Section 14.3 bears the burden of establishing that the exception applies.

14.5 Except as permitted under Section 14.1, a party may only disclose Confidential Information to a third party with the other party's prior written consent in each individual case. The third party must sign a written confidentiality agreement that is binding. The third party may not access, process, or use the Confidential Information for any other purpose.

14.6 Neither party may use the other party's name publicly without the other party's prior written consent. However, Testo may use the User's name in customer or reference lists, in quarterly discussions with investors, at other times agreed to by the parties, and in mutually agreed marketing activities, including reference discussions, success stories, and press releases. Testo may share information about the User with Testo affiliates for marketing and other business purposes. If that sharing includes contact information for the User's personnel, the User will obtain any required permissions.

Testo processes the User's personal data. Additional information about the legal bases and principles governing Testo's data processing is available in the following privacy policies:

•     https://www.smartconnect.testo.com/privacy-policy

•     https://www.saveris.testo.com/privacy-policy

Testo uses certified IT service providers to host the platform. Testo uses only subcontractors that meet then-current state-of-the-art standards and are bound by confidentiality and data-protection obligations at least as protective as Testo's obligations to its Users.

17.1 If any provision of these GTC is or becomes invalid or unenforceable, in whole or in part, the remaining provisions will remain in effect.

17.2 Any amendment or addition to these GTC must be made in writing. Any amendment or waiver of this written-form requirement also must be in writing.

17.3 These GTC and the parties' relationship are governed by the laws of the Federal Republic of Germany, without regard to conflict-of-laws principles. To the extent permitted by applicable law, the courts located in Freiburg im Breisgau, Germany, have exclusive jurisdiction over disputes arising out of or relating to these GTC or the parties' relationship.