LEGAL

General Terms and Conditions

Sim-Department GmbH · Version: October 2026

This English version is provided for convenience. In case of any discrepancy, the German version shall prevail.

Part A – General

§ 1 Scope

(1) These General Terms and Conditions (GTC) apply to all contracts between Sim-Department GmbH, Sensburger Ring 105, 31141 Hildesheim, Germany (“Sim-Department” or “we”) and its customers for software, software subscriptions, event services, other services and the sale of hardware.

(2) The rental of simulators and event hardware is additionally governed by our Rental Terms. In case of conflict, the Rental Terms take precedence over these GTC.

(3) Our offers are directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. We do not enter into contracts with consumers.

(4) Deviating, conflicting or supplementary terms of the customer only become part of the contract if we expressly agree to them in text form. This also applies if we perform services without reservation while aware of such terms.

(5) Individual agreements take precedence over these GTC.

§ 2 Conclusion of contract

(1) Information on our website, prices shown in online configurators (e.g. event booking or subscription calculator) and presentations do not constitute a binding offer but an invitation to submit a request.

(2) A quote generated on the website as a PDF or by email is non-binding and serves the customer’s internal approval. It is valid for 14 days.

(3) Following a request, the customer receives a binding offer. The contract is concluded when the customer accepts this offer in text form or when we confirm the customer’s order in text form (order confirmation). The contract is also concluded when we begin performance.

(4) For rental simulators and hardware with limited availability, availability is only secured upon our confirmation. We check availability after receiving the request and respond within 2 working days.

§ 3 Prices and payment

(1) All prices are in euros plus statutory VAT where applicable. For deliveries and services abroad, the applicable tax rules apply (e.g. reverse charge).

(2) Unless otherwise agreed, invoices are payable without deduction within 14 days of the invoice date.

(3) Subscription fees are invoiced monthly in advance. If prepayment for 12 or 24 months is agreed, we grant the discount stated in the offer.

(4) Event services are invoiced 50 % upon order confirmation and 50 % after the event. Deposits for rented items are governed by the Rental Terms.

(5) Hardware is invoiced upon delivery. For new customers we reserve the right to deliver against prepayment.

(6) If the customer is in default of payment, the statutory rules apply (Section 288 BGB). If payment is more than 30 days overdue, we may suspend access to software and online services after giving 7 days’ notice in text form until outstanding amounts are settled. The obligation to pay ongoing fees remains.

(7) The customer may only set off claims that are undisputed or legally established. The customer may only exercise a right of retention if it is based on the same contractual relationship.

Part B – Software and subscriptions

§ 4 Scope of services

(1) We provide the customer with the SD modules specified in the offer (e.g. SD Management, SD Racecentral, SD Event, SD Standalone, SD Kiosk, SD Hotlap) and additional features for the agreed number of simulators and locations. The scope of functions is determined by the offer and the service description at the time the contract is concluded.

(2) Locally installed software runs on the customer’s hardware. Online features (e.g. online booking, rankings, remote access, Pitlane integration) are provided via our servers or the servers of contracted service providers.

(3) We continuously develop our software. Updates and new versions are included in the subscription. We may change or replace features as long as the contractually agreed core of the service is preserved and the change is reasonable for the customer.

(4) Licences for simulation software from third-party publishers (e.g. Assetto Corsa, iRacing, Le Mans Ultimate) are not part of our services unless expressly agreed. The customer is responsible for holding the required licences for every simulator and for complying with their terms of use, in particular regarding commercial use.

§ 5 Rights of use

(1) For the term of the contract, the customer receives a simple, non-transferable and non-sublicensable right to use the software for its own business operations at the agreed locations and on the agreed number of simulators.

(2) The customer may not copy the software except where necessary for its intended use, and may not modify, decompile or reverse engineer it (except as permitted by Sections 69d, 69e of the German Copyright Act), rent it out or make it available to third parties.

(3) The right of use ends when the contract ends. The customer shall stop using the software. We may deactivate accounts and licence keys.

§ 6 Availability and support

(1) We aim for high availability of our online services. An availability of 98 % on an annual average is agreed. Excluded are announced maintenance windows, disruptions outside our control (e.g. the customer’s internet connection, outages of third-party providers) and force majeure.

(2) Local modules such as SD Standalone also work without an internet connection. Features that require a connection are not available offline.

(3) We provide support by email and telephone on working days from 9 am to 5 pm CET. Extended support, e.g. at weekends or on site, is available by separate agreement.

§ 7 Customer obligations

(1) The customer ensures the technical requirements stated in the service description, in particular suitable hardware, operating system, network and internet connection.

(2) The customer keeps access credentials confidential and informs us immediately if misuse is suspected.

(3) The customer is responsible for content that it or its users enter into the software and for the lawfulness of processing personal data of its customers and drivers.

(4) The customer reports faults as precisely as possible and supports troubleshooting, e.g. by allowing remote access after prior approval.

§ 8 Term and termination

(1) Subscriptions have a minimum term of 12 months from activation, unless the offer states otherwise.

(2) After the minimum term, the subscription renews for 12 months at a time unless terminated with 3 months’ notice before the end of the respective term.

(3) Additional simulators, locations or modules can be added at any time. They apply for the remaining term of the subscription.

(4) The right to terminate for good cause remains unaffected. Good cause exists for us in particular if the customer is in arrears with more than two monthly fees or continues to use the software in breach of contract despite a warning.

(5) Notices of termination must be given in text form.

(6) After the end of the contract, we provide the customer with an export of its data in a common format on request within 30 days. Afterwards we may delete the data unless statutory retention obligations apply.

§ 9 Price adjustments

We may adjust subscription fees at the earliest after the minimum term and no more than once every 12 months to reflect increased costs (e.g. for servers, licences, staff). We announce adjustments at least 3 months in advance in text form. If the increase exceeds 5 %, the customer may terminate the contract with effect from the date the increase takes effect.

Part C – Events

§ 10 Event services

(1) For events, we provide software licences for the event period, optional modules (e.g. live leaderboard, online registration with time slots, spectator view, result emails) as well as hardware and services as set out in the offer.

(2) Event licences apply to the agreed event days and the agreed number of simulators.

(3) The customer ensures the agreed requirements at the venue, in particular power supply, sufficient space, access for delivery and set-up and – where required – an internet connection. If a requirement is not met, we are not responsible for resulting limitations. We may charge additional effort on a time and material basis.

(4) As the organiser, the customer is responsible for the on-site operation, in particular for instructing and supervising participants, enforcing age limits and safety instructions, and obtaining any required permits.

(5) Bookings should generally be made at least 7 days before the event. We confirm shorter-notice bookings where possible.

§ 11 Cancellation of events

(1) The customer may cancel a confirmed event booking in text form. We then charge the following flat rates on the net order value:

• up to 30 days before the event: free of charge
• 29 to 14 days before the event: 30 %
• 13 to 4 days before the event: 60 %
• from 3 days before the event or if the event does not take place: 90 %

(2) The customer may prove that we incurred no damage or significantly less damage. We may prove higher damage.

(3) Postponing the event to another date is possible subject to availability. Up to 14 days before the event, we charge no fee for this.

(4) Hardware already purchased is excluded from cancellation.

Part D – Sale of hardware

§ 12 Delivery and transfer of risk

(1) Delivery dates are only binding if expressly agreed as binding.

(2) Risk passes to the customer when the goods are handed over to the carrier. If we deliver or install the goods ourselves, risk passes upon handover at the customer’s premises.

(3) Partial deliveries are permitted where reasonable for the customer.

§ 13 Retention of title

Goods delivered remain our property until all claims under the respective contract have been paid in full. Until then, the customer may not pledge the goods or transfer them as security. The customer informs us immediately of any access by third parties.

§ 14 Warranty for hardware

(1) The customer must inspect the goods immediately upon receipt and notify us of visible defects in text form within 7 days (Section 377 of the German Commercial Code). Defects that become apparent later must be notified immediately upon discovery.

(2) In the event of defects, we provide supplementary performance at our discretion by repair or replacement.

(3) The limitation period for warranty claims is 12 months from delivery. This does not apply to damage claims under § 17 or in cases of fraudulent intent.

(4) For third-party hardware (e.g. payment terminals), the manufacturer’s warranty terms may apply in addition. We support the customer in processing such claims.

Part E – Common provisions

§ 15 Defects in software and services

(1) We remedy defects in the software within a reasonable period. For subscriptions, strict liability for defects existing at the time the contract is concluded (Section 536a (1) alt. 1 BGB) is excluded.

(2) The customer supports us in analysing faults and reports defects with a comprehensible description.

§ 16 Force majeure

Events beyond our control (e.g. natural disasters, pandemics, strikes, official orders, widespread outages of power, internet or data centres) release us from our obligation to perform for their duration. If such an event lasts longer than 4 weeks, either party may withdraw from the affected part of the contract. Services already rendered will be invoiced.

§ 17 Liability

(1) We are 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 given.

(2) In cases of slight negligence, we are only liable for breach of an essential contractual obligation, the fulfilment of which makes proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely (cardinal obligation). In this case, liability is limited to the foreseeable damage typical for the contract, but no more than the fees paid in the affected contract year.

(3) We are only liable for loss of data to the extent that it would have occurred had the customer backed up its data properly and regularly.

(4) In cases of slight negligence, we are not liable for lost profit, lost revenue (e.g. from failed bookings) or indirect damage.

(5) These liability provisions also apply to our legal representatives, employees and vicarious agents.

§ 18 Data protection

(1) We process personal data in accordance with our Privacy Policy.

(2) Where we process personal data on behalf of the customer within the software (e.g. customer and driver data, bookings, lap times), the parties conclude a data processing agreement pursuant to Art. 28 GDPR. We provide a template for this purpose.

§ 19 Confidentiality and references

(1) Both parties treat confidential information of the other party that is marked or recognisable as such as confidential. This obligation continues after the end of the contract.

(2) We may name the customer with its name and logo as a reference, for example on our website and in presentations. The customer may object to this at any time in text form.

§ 20 Final provisions

(1) We notify the customer of changes to these GTC in ongoing contracts in text form at least 6 weeks before they take effect. If the customer does not object within this period, the changes are deemed accepted. We point out this consequence in the notification. Price changes are governed exclusively by § 9.

(2) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Hildesheim, Germany. We may also sue the customer at its general place of jurisdiction.

(4) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.