Terms of Use and License Conditions of Ardanto GmbH

Last updated: 2 January 2026 · Version 1.0

These Terms of Use and License Conditions (the “Terms”) apply to all products and services of Ardanto GmbH. They comprise a General Part (Part 1), which applies to all products, and Special Conditions (Part 2), which contain additional, priority provisions for each product. The specific product booked results from the offer prepared by Ardanto and accepted by the Customer.

Part 1 – General Part

§ 1 Scope and Contracting Parties

1.1 These Terms apply to all agreements between Ardanto GmbH, Achterweg 14, 56812 Dohr, represented by its managing director Ms. Valérie Pilard (“Ardanto” or the “Provider”), and the respective customer (the “Customer”) regarding the products and services described in Part 2, in particular the OASIS App, the Electronic Social Concept (Professional/Enterprise), and the Social Concept in paper form. 1.2 These Terms apply in the version valid at the time the agreement is concluded. The version specified in the offer is decisive. 1.3 Agreements are concluded exclusively with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. No agreement is concluded with consumers (§ 13 BGB). 1.4 The Customer's general terms and conditions do not apply, even if Ardanto does not expressly object to them or provides services with knowledge of conflicting terms.

§ 2 Definitions

2.1 “Product/Service” means the service described in the offer in accordance with the respective applicable module in Part 2. 2.2 “OASIS App” means the web application described in Module A and the associated service description, serving as a connection solution to the OASIS player exclusion system. 2.3 “Social Concept” means the concept for the prevention and combating of gambling addiction prepared in accordance with the requirements of the GlüStV 2021 (German Interstate Treaty on Gambling 2021) and the respective applicable state-law provisions, in electronic or paper-based form. 2.4 “Venue” means a location approved by the competent authority at which gambling is offered within the meaning of the GlüStV 2021. 2.5 “Confidential Information” means all information and documents of the respective other party that are marked as confidential or must be regarded as confidential based on the circumstances, in particular information about business operations, business relationships, and know-how. 2.6 “Offer” means the individual offer prepared by Ardanto and to be accepted by the Customer, which specifies the booked product, the scope of services, the remuneration, the term, and the applicable version of these Terms. 2.7 “Customer” means the respective contracting party of Ardanto; this may in particular be the operator installing the gaming machines or the operator (publican) of the venue.

§ 3 Contractual Components and Order of Precedence

3.1 The contractual components are – in the following order of precedence – (1) the offer accepted by the Customer, (2) the Special Conditions (Part 2) applicable to the booked product together with the associated service description, (3) this General Part (Part 1). 3.2 In the event of contradictions, the components with priority shall prevail over the subordinate ones. Provisions of the Special Conditions shall only take precedence over the General Part to the extent that they expressly deviate from it.

§ 4 Offer and Conclusion of Contract

4.1 The presentation of the products, in particular on the website, does not constitute a binding offer but an invitation to submit an inquiry. 4.2 Based on the Customer's inquiry, Ardanto prepares an individual offer specifying the booked product, the scope of services, the remuneration, the term, and the applicable version of these Terms. Unless otherwise stated therein, the offer is binding for 14 days from receipt. 4.3 The agreement is concluded upon acceptance of the offer by the Customer. Acceptance is given by signature, electronic approval, or confirmation in text form. If the Customer does not accept the offer within the binding period, it lapses. If the Customer accepts it only with modifications, this is deemed a new offer by the Customer, which requires confirmation by Ardanto.

§ 5 Remuneration, Due Date, and Default

5.1 The prices and terms agreed in the offer apply. All prices are exclusive of the applicable statutory value-added tax. Recurring fees (e.g., for the provision of software) are – unless otherwise agreed – invoiced three months in advance; one-time fees (e.g., setup, paper-based Social Concept) are invoiced upon conclusion of the agreement or provision of the service, as applicable. 5.2 Invoices are due for payment without deduction within ten business days of receipt. 5.3 Default interest amounts to nine percentage points above the respective base rate of interest. The assertion of further default damages remains unaffected. 5.4 The Customer may only set off undisputed or legally established claims. The Customer is only entitled to a right of retention on account of claims arising from the same contractual relationship.

§ 6 Price Adjustment for Continuing Obligations

6.1 For agreements concluded for an indefinite period or with tacit renewal, Ardanto is entitled to adjust the recurring fees, giving six weeks' notice prior to the start of a renewal period, in order to reflect changes in its own costs (in particular for personnel, operations, hosting, licenses, and statutorily required additional expenses). 6.2 If an increase exceeds 5% of the previous fee, the Customer may terminate the agreement extraordinarily within four weeks of receipt of the notice, effective as of the date the increase takes effect. Ardanto will point this out in the notice.

§ 7 Customer's Duties to Cooperate

7.1 The Customer shall provide the information, data, and documents required for the provision of the service in a timely, complete, and accurate manner and keep them up to date. The Customer is responsible for the accuracy and completeness of the information provided by it or on its behalf. 7.2 Ardanto is not responsible for delays resulting from the Customer's late, incomplete, or defective cooperation; such delays extend agreed deadlines accordingly and leave the agreed contract term unaffected. 7.3 The Customer shall indemnify Ardanto against third-party claims arising from incorrect or incomplete information provided by the Customer. This obligation also applies after termination of the agreement.

§ 8 Protective and Usage Rights

8.1 All rights to the products, software, documents, templates, and other work products provided by Ardanto remain with Ardanto. The Customer only receives the rights of use granted under the respective module. 8.2 Unless otherwise provided, the granted rights of use are non-exclusive, non-transferable, limited to the Customer's venues or the agreed purpose, and only effective upon full payment of the agreed fee. 8.3 Use, reproduction, editing, or disclosure to third parties beyond the contractually permitted scope is not permitted without the prior consent of Ardanto in text form.

§ 9 Confidentiality

9.1 The parties shall keep confidential the confidential information of the respective other party and use it only for contractual purposes. This obligation continues for a period of two years after termination of the agreement. 9.2 Excluded is information that was already lawfully known to the recipient, that is or becomes publicly known without this being due to a breach of contract, or that must be disclosed due to a statutory or official obligation. 9.3 Access to confidential information is granted only to advisors and employees who need to know it and who are obligated to maintain confidentiality.

§ 10 Data Protection and Data Processing

10.1 The parties shall comply with the applicable data protection provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG). 10.2 To the extent that Ardanto processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement (DPA), which becomes part of the agreement as an annex. The Customer remains responsible for the lawfulness of the data processing as well as for the accuracy and completeness of the data provided by it.

§ 11 Liability

11.1 Ardanto is liable without limitation for intent and gross negligence, for injury to life, body, or health, under the German Product Liability Act, and to the extent of any guarantee assumed. 11.2 In the case of a slightly negligent breach of a material contractual obligation (cardinal obligation), the fulfillment of which is essential for the proper performance of the agreement and on the observance of which the Customer may rely, liability is limited to the foreseeable damage typical for this type of agreement. 11.3 In all other respects, liability is excluded. The foregoing limitations also apply to the personal liability of Ardanto's employees, representatives, and executive bodies. 11.4 In the event of data loss, liability is limited to the cost that would have been incurred had the Customer carried out proper and regular data backups to restore the data.

§ 12 Term and Termination (Principles)

12.1 The term and notice periods are governed by the respective module and the offer. 12.2 The right of either party to terminate for good cause remains unaffected. Good cause exists for Ardanto in particular if the Customer, despite a warning, fails to cease a use exceeding the scope of the agreement within a reasonable period, or is significantly in default with due payments. 12.3 Terminations require text form.

§ 13 Force Majeure

13.1 Ardanto is not responsible for circumstances beyond its reasonable sphere of influence (in particular force majeure, official orders, or failure of communication networks or the OASIS system). For their duration, the affected performance obligations are suspended; agreed deadlines are extended accordingly.

§ 14 Communication

14.1 All communication between the parties in connection with the agreement – including legally relevant declarations such as offers, acceptances, notices, deadlines, and terminations – shall take place exclusively by email to the email address most recently communicated by the respective party. Other means of communication are not permitted, unless expressly provided otherwise in these Terms or in the offer. Each party shall keep its email address ready to receive messages and up to date, and shall promptly notify any change of address by email. 14.2 Email communication takes place unencrypted. The Customer is informed of the associated risks (in particular the possibility of the content becoming known to third parties) and consents to unencrypted transmission. Should a party wish for encrypted transmission, this requires a separate agreement in text form.

§ 15 Final Provisions

15.1 Amendments and supplements to the agreement require text form. This also applies to the amendment of this clause. 15.2 Ardanto is entitled to amend these Terms with effect for the future, to the extent this is necessary to adapt to changed statutory or technical conditions and the Customer is not unreasonably disadvantaged as a result. Changes will be communicated to the Customer in text form with six weeks' notice. If the Customer does not object within six weeks, the changes are deemed approved; this will be pointed out in the notice. If the Customer objects, either party may terminate the agreement effective as of the date the change takes effect. 15.3 The Customer may only transfer rights and obligations under this agreement to third parties with the prior consent of Ardanto in text form. 15.4 German law shall apply exclusively to the contractual relationships. 15.5 The place of jurisdiction is Koblenz, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law. 15.6 Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.

Part 2 – Special Conditions (Modules)

Module A – OASIS App (Software Provision)

A.1 Subject Matter. Ardanto provides the Customer with the OASIS App for use over the internet (Software-as-a-Service) for the duration of the contract term. The owed characteristics are conclusively set out in the service description (Annex 1). Access is via a current browser using the access data sent by Ardanto. A.2 Grant of Rights. Upon full payment of the fee, the Customer receives the non-exclusive right, limited to the contract term, revocable, non-transferable, and sublicensable only in accordance with this Module, to use the OASIS App to the agreed extent within the Federal Republic of Germany. A.3 Venue Binding. The right of use is bound to the respective venue by means of a certificate, a certificate password, an OASIS venue ID, and the venue's WS password. Per venue, up to the number of users specified in the offer may access the system simultaneously, each with one end device. Transferring the license to another venue during the term requires Ardanto's consent in text form. A.4 Provision of Access to Users; Prohibition of Transfer and Sublicensing. The Customer may make the App available for use by the operator (publican) and/or the employees of the respective venue, to the extent this serves the checks required at the venue, in particular the OASIS exclusion check. These persons act as users of the Customer within the scope of A.3; no separate consent from Ardanto is required for this. The Customer remains responsible to Ardanto for these users' compliance with this agreement. Otherwise, the venue-bound right of use is not transferable. The Customer is not entitled to transfer, sell, rent, lend, or otherwise pass on the right of use, in whole or in part, to any other third party, to grant sublicenses, or to transfer it to another venue. The only exception is the provision of access to users under paragraph 1. Any deviating transfer requires the prior consent of Ardanto in text form; a transfer made without consent is invalid and entitles Ardanto to block the affected accounts and to terminate the agreement for good cause in accordance with § 12. A.5 Permitted Use, Protection. The Customer shall secure the OASIS App against unauthorized access, shall not conduct any load, performance, or penetration testing, and shall refrain from reverse engineering, decompiling, and circumventing technical protection and management mechanisms, unless mandatorily permitted by law. Abusive use (in particular use for testing or training purposes, arbitrary scanning without an obligation to check under § 8 para. 3 GlüStV 2021, or use while the connection prerequisites are dormant) is prohibited; Ardanto is entitled to restrict or block access in such cases. A.6 User Administration. The Customer collects user data, maintains venues, license keys, and users within the application, and is responsible to users and Ardanto for compliance with the GDPR and the BDSG. It may transfer the registration and connection of venues to Ardanto against a corresponding power of attorney (power of attorney form as Annex 2). A.7 Availability and Maintenance. Ardanto provides a high level of system availability. Ardanto is entitled to carry out maintenance work daily between 6:00 and 7:00 a.m. and to disconnect existing connections. Liability for restrictions due to technical faults or force majeure is governed by § 11. The Customer shall maintain an alternative means of accessing OASIS in the event the OASIS App fails. A.8 Maintenance. Ardanto shall remedy material and legal defects within a reasonable time and shall provide, free of charge, updates developed during the term. Changes to the format, content, interface, and usability are permitted, provided that usability is not impaired. The Customer shall notify defects without undue delay in text form. A.9 Term. The agreement for the OASIS App is concluded for the minimum term agreed in the offer (as a rule, three months) and is tacitly renewed for successive periods of three months each, unless terminated in text form with a notice period of [e.g., four weeks] prior to the end of the term. Upon termination, the Customer shall cease use and prevent use by its users; Ardanto is entitled to block access.

Module B – Electronic Social Concept (Professional / Enterprise)

B.1 Subject Matter. Ardanto provides the Customer with a fully electronic Social Concept in accordance with the requirements of the GlüStV 2021 and keeps it up to date throughout the contract term. The scope of services (Professional or Enterprise, including electronic documentation function, automatic social report, and authority export assistant) results from the offer and the service description. Use of the OASIS App under Module A is included; Module A applies additionally to it. B.2 Legal Nature. The Electronic Social Concept comprises a software provision (Module A) as well as an ongoing service (creation, maintenance, and updating). Ardanto owes the professional creation and updating, not a specific economic or legal outcome of its use. B.3 Updating. Ardanto keeps the Electronic Social Concept up to date with the applicable legal requirements throughout the entire contract term and adapts it within a reasonable period in the event of changes to the relevant legal requirements (in particular GlüStV, SpielV, state-law provisions). In addition, the Electronic Social Concept is updated with respect to the Customer's respective venue. The Customer shall supply the operational and location-related data required for this purpose; if such data is not supplied, or is supplied late or incorrectly, the venue-related update cannot take place to that extent, and Ardanto is not responsible for this. The respectively updated version is provided electronically. B.4 Cooperation. The Customer shall provide the operational and location-related information required for creation and updating in accordance with § 7 and keep it up to date. B.5 No Guarantee of Approval. Ardanto prepares the Social Concept in accordance with professional standards and the legal status applicable at the time of preparation. Ardanto assumes no guarantee for the recognition or approval of the Social Concept by any authority, or for the grant, continued existence, or scope of any gambling-law or trade-law permits. Implementation of the Social Concept in ongoing operations and compliance with statutory obligations are the Customer's sole responsibility. B.6 Right of Use. The Customer receives the non-exclusive right, limited to its venues and the contract term, to use the Electronic Social Concept. Disclosure to third parties outside the Customer's own venues is not permitted. B.7 Term and Termination. Clause A.9 applies accordingly, unless otherwise agreed in the offer. Upon termination of the agreement, the Electronic Social Concept is not handed over to the Customer; access to the Electronic Social Concept ends upon termination of the agreement. The Customer's statutory retention and documentation obligations remain unaffected. B.8 Ownership of the Social Concept, Protection, Contractual Penalty. The Social Concept prepared by Ardanto, including all content, texts, structures, templates, and documentation samples, is the intellectual property of Ardanto GmbH and remains protected by copyright. The Customer receives only the purpose-bound right of use granted under B.6; no transfer of ownership takes place. In particular, the Customer is prohibited from downloading, storing, reproducing, editing, distributing, making publicly available, disclosing to third parties, or otherwise using the Social Concept, in whole or in part, outside the contractually intended use, in a manner contrary to the intellectual property of Ardanto GmbH. The intended use for the Customer's own venues remains permitted, including submission to the competent authority. For each culpable breach of the obligations under B.8 paragraph 1, the Customer promises a contractual penalty in the amount of EUR 800.00. The assertion of further damages and other claims, in particular for injunctive relief, remains unaffected; any forfeited contractual penalty shall be credited against a claim for damages.

Module C – Social Concept in Paper Form (Work Contract)

C.1 Subject Matter. Ardanto prepares for the Customer a complete Social Concept in paper form in accordance with the requirements of the GlüStV 2021, in particular for submission in connection with obtaining the installation permit under § 33c of the German Trade, Commerce and Industry Regulation Act (GewO), including the agreed documentation templates. This constitutes a one-time work performance (§§ 631 et seq. BGB). C.2 Performance Period. Ardanto shall deliver the work within the estimated processing time stated in the offer (as a rule, ten business days; express, two business days), after complete receipt of the Customer's required information and documents as well as – where agreed – the remuneration. The deadlines are non-binding unless expressly agreed as binding. C.3 Acceptance. Before printing the Social Concept, Ardanto sends the Customer a data comparison. The data comparison is carried out as often as necessary until the Customer reports it as error-free. The Customer shall review the data comparison and grant approval for printing by email. A complaint or notice of defect is no longer possible after final approval for printing. Liability for fraudulently concealed defects and mandatory liability under § 11 remain unaffected. C.4 Defects. In the event of defects, Ardanto shall provide subsequent performance. In all other respects, the statutory provisions of contract-for-work law apply, subject to the limitations of liability in § 11. C.5 No Guarantee of Approval. Clause B.5 applies accordingly. C.6 Right of Use. Upon full payment, the Customer receives the simple right of use, limited to its own venues, in the prepared Social Concept. Ardanto's templates, structure, and know-how remain protected; use beyond the agreed purpose is not permitted. C.7 Ownership of the Social Concept, Protection, Contractual Penalty. The Social Concept prepared by Ardanto, including all content, texts, structures, templates, and documentation samples, is the intellectual property of Ardanto GmbH and remains protected by copyright. The Customer receives only the purpose-bound right of use granted under C.6; no transfer of ownership takes place. In particular, the Customer is prohibited from reproducing, editing, distributing, making publicly available, disclosing to third parties, or otherwise using the Social Concept, in whole or in part, beyond the contractually intended purpose, in a manner contrary to the intellectual property of Ardanto GmbH. The intended use for the Customer's own venues remains permitted, including submission to the competent authority. For each culpable breach of the obligations under C.7 paragraph 1, the Customer promises a contractual penalty in the amount of EUR 800.00. The assertion of further damages and other claims, in particular for injunctive relief, remains unaffected; any forfeited contractual penalty shall be credited against a claim for damages.

List of Annexes

All annexes specified in the respective offer form part of the agreement, in particular:

Annex 1 – Service description(s) of the booked product
Annex 2 – OASIS power of attorney form (in case of transfer of registration under A.6)
Annex 3 – Data processing agreement (DPA) pursuant to § 10