Fictional product, illustrative draft. Not legal advice.

Example Machines GmbH - Master Subscription Terms for Business Customers

Law as of: 20 October 2026. This is a draft for a lawyer to review before use. It is not legal advice.

These terms are for business customers only. By signing an Order Form that references these Master Subscription Terms, the customer confirms it is a business, not a consumer, and that the person signing is acting on behalf of, and with authority to bind, that business. These terms do not apply to, and must not be presented to, a natural person acting for purposes outside their trade, business or profession.

1. Parties and definitions

"Example Machines," "we," "us" and "our" mean Example Machines GmbH, Werkstrasse 14, 70173 Stuttgart, Germany, registered at Amtsgericht Stuttgart under HRB 900000, represented by its managing director Lukas Vogt. "Customer," "you" and "your" mean the business named on the Order Form. "Platform" means Spindlewise, our cloud-based predictive-maintenance platform. "Order Form" means the online or written order document that states the Customer's subscription term, price and any product-specific details, and that incorporates these Master Subscription Terms by reference. "Authorized User" means an individual the Customer permits to access the Platform under its account, such as a machine operator or site contact. "Machine Data" means data generated by sensors on Customer's machines and streamed to the Platform. "Account Data" means data about Authorized Users that the Platform holds to operate their accounts (login credentials, shift logs, role). The contact details of the Customer's designated site contact are not Account Data; Section 8 states how we process them.

2. Formation of the contract

A contract is formed when the Customer's purchasing department, or another individual with actual or apparent authority to bind the Customer, submits an Order Form through our online ordering process or signs one in writing, and we accept it. We confirm acceptance by email or through the Platform. We keep a copy of the Order Form and these terms and make them available to the Customer on request.

This agreement, the Order Form, any signature on it and the resulting contract are not denied legal effect only because they are in electronic form.

Drafting note: the EU e-Commerce Directive's Art. 10/11 formation duties (input-error correction, storable terms, order acknowledgment) apply by default even to a business counterparty, and fall away only where the parties have actually agreed otherwise and neither is a consumer; this document keeps them since nothing in the facts states that Example Machines and a given customer have displaced them (references/clauses/acceptance-and-formation.md; references/eu/ecd.md Art. 10(1), (2), 11(1), (2)).

3. The subscription

We grant the Customer, for the term stated on the Order Form, a non-exclusive right for its Authorized Users to access and use the Platform for the Customer's own internal predictive-maintenance purposes, in accordance with these terms and any usage limits stated on the Order Form (such as the number of connected machines or Authorized Users).

The Customer is responsible for: keeping Authorized User credentials confidential; the accuracy of data it or its Authorized Users enter into the Platform; and ensuring that each Authorized User is informed of, and agrees to comply with, our acceptable-use terms in Section 12.

4. Price and payment

The subscription price is the annual fee stated on the Order Form, payable in advance for each annual term, plus statutory VAT or other applicable tax. We invoice the Customer at the start of each annual term (the first and each renewal term) and payment is due within 30 days of the invoice date unless the Order Form states otherwise.

We will not charge the Customer anything beyond the price stated on the Order Form unless the Customer has separately and expressly agreed to it in writing (for example, an order for additional connected machines or users during the term).

Where a payment is overdue, we may charge statutory default interest and suspend access to the Platform after giving the Customer 14 days' written notice and an opportunity to pay.

Drafting note: the EU consumer-specific payment-method fee cap (Art. 19 CRD) and the extra-payment express-consent rule (Art. 22 CRD) are consumer protections that do not extend to a business counterparty acting in that capacity, so this document states ordinary commercial payment terms instead (references/clauses/price-and-payment.md, EU business customers module). No reference file in this skill states a US federal or state duty on single-transaction price disclosure for a B2B SaaS contract; this is an open point only in the sense that ordinary US contract law, not a specific statute, governs it (see open-points.md).

5. Term, renewal and cancellation

This agreement starts on the date stated on the Order Form and continues for the initial term stated there (ordinarily one year). Unless either party gives the other written notice of non-renewal at least [60] days before the end of the then-current term, the agreement renews automatically for successive terms of the same length, at the price then in effect unless we have given notice of a price change under Section 6.

Either party may terminate this agreement for the other party's material breach that remains uncured 30 days after written notice describing the breach. We may also suspend or terminate access immediately where continued access would create a security risk to the Platform or to other customers.

On termination or expiry, the Customer's right to access the Platform ends. Section 9 (Data on termination) states what happens to Machine Data and Account Data, and Section 7 states the data access rights the Customer keeps regardless of this clause.

Drafting note: this is a clause-by-clause open point. references/eu/uctd.md's Annex point (h) unfair-renewal-deadline floor, and Germany's § 309 Nr. 9 BGB term-length and notice-period limits, apply only to a consumer; against a business counterparty, § 309 does not apply at all, and no reference file in this skill states a business-specific mandatory renewal or notice-period rule for Germany, the rest of the EU, or the three named US states (references/clauses/term-renewal-and-cancellation.md, EU business customers module; references/de/bgb-agb.md § 310 Abs. 1 BGB). The 60-day figure above is accordingly a commercial choice for Example Machines to set, not a legal floor; state whatever period you actually intend. German AGB content control under § 307 Abs. 1, 2 BGB still applies to this clause even though §§ 308, 309 do not, so an extreme or one-sided renewal or notice term (for example, an unreasonably short objection window paired with a long lock-in) could still be unreasonably disadvantageous and struck under § 307; keep the clause even-handed between the parties for this reason (references/de/bgb-agb.md § 310 Abs. 1 BGB, read with § 307).

No German online cancellation-button duty (§ 312k BGB) applies to this contract: that duty exists only for a consumer's continuing contract concluded online, and this agreement's counterparty is always a business acting for its employer (references/de/bgb-fernabsatz.md § 312k BGB; see annotations.md applicability table).

6. Changes to these terms and to pricing

We may update these terms, or the price for a renewal term, by giving the Customer at least [60] days' written notice before the change takes effect. A change does not apply to a dispute that already exists between the Customer and us before the change takes effect. If the Customer does not agree to a price change for an upcoming renewal term, the Customer may decline to renew under Section 5; a change notified during a current term does not apply retroactively to that term's price.

We will not change these terms through the Customer's silence or continued use alone where the change affects a right the Customer already has or a payment the Customer already makes for the current term; a change to pricing or terms applies prospectively, from the start of the next term, unless the Customer has expressly agreed to an earlier effective date.

Drafting note: the UCTD Annex points (j), (k) unfair-change-clause floor and the Digital Content Directive's Art. 19 change conditions are consumer protections and do not reach this business contract (references/clauses/changes-to-terms.md, EU business customers module). The German BGH's ruling against an unlimited deemed-consent change mechanism (XI ZR 26/20) was decided under § 307 BGB read with § 310 Abs. 3 for a consumer contract; it does not apply by its own terms to this B2B contract, but the clause above still avoids a silence-based change mechanism by design, both because § 307 Abs. 1, 2 BGB keeps a general fairness check alive for a business counterparty and because an even-handed, non-retroactive, notice-based design costs nothing to keep (references/de/bgb-agb.md § 310 Abs. 1 BGB).

7. Machine Data and the Data Act

The Platform is a service connected to the Customer's machines (a related service to those connected products within the meaning of Regulation (EU) 2023/2854, the Data Act) and generates Machine Data from the sensors Example Machines' software reads.

Before the Customer subscribes, we tell the Customer: the type, format and estimated volume of Machine Data the Platform generates; that it is generated continuously and in real time while a connected machine is streaming; how long Machine Data is stored and where; and how the Customer can access, retrieve or request erasure of it. [Insert the actual figures and retention period; see implementation-requirements.md.]

By default, the Customer can access the Machine Data generated by its own machines, with the information needed to interpret and use it, easily, securely, free of charge, in a structured, commonly used, machine-readable format, through the Platform's own export function. Where the Customer cannot access specific Machine Data directly through the Platform, we make it available on request, without undue delay, free of charge, at the same quality we ourselves have access to.

On the Customer's request, we make the same Machine Data available to a third party the Customer names, to the same standard and without undue delay, at no cost to the Customer. We do not keep more information about an access or sharing request, including log data, than is needed to carry it out and to keep our systems secure.

We may restrict or refuse a request only where sharing the data would undermine a security requirement that applies to the Platform and cause a serious risk to health, safety or security, or where the data is protected as a trade secret and no agreement on protective measures is reached; we will tell the Customer in writing why, without undue delay, and the Customer may bring the refusal before the German Data Act competent authority (Marktüberwachungsbehörde designated under § 37, once named) or before a court.

A named third party receiving Machine Data under this clause may use it only for what the Customer agreed to, must not use it to build a product competing with the Platform, and may not pass it to a company designated as a gatekeeper under Regulation (EU) 2022/1925.

Drafting note: the Data Act's Chapter II access and sharing duties (Art. 3, 4, 5, 6) apply the same way to a business user as to a consumer; the "user" definition reaches any natural or legal person who owns, holds a contractual right to use, or receives the related service for the connected product, so these duties bind Example Machines toward its manufacturer customers directly (references/clauses/connected-product-data.md, EU business customers module; references/eu/data-act.md Art. 2(12)). Whether Example Machines qualifies for the microenterprise/small- enterprise carve-out in Art. 7(1) is an open point raised with the client in open-points.md; this clause is drafted on the assumption that the carve-out does not apply, since it is aimed at an enterprise generating data for its own product rather than a vendor selling a monitoring service. No US reference file in this skill covers a connected-product data-access duty; nothing in this clause is carried over to the US-facing commercial terms on that basis (references/clauses/connected-product-data.md, US module).

8. Personal data: operator accounts, shift logs and the site contact

We process Account Data (Authorized User login credentials and shift logs tied to those logins) as a processor acting on the Customer's documented instructions, under the Data Processing Agreement at data-processing-agreement.md, which is incorporated into this agreement by reference. The Customer is the controller for that data.

For the limited data we process for our own purposes - billing contacts, account administration, and the contact details of the Customer's designated site contact, who is also whoever at the Customer's business we deal with for support and account management - we act as controller, and our processing rests on the necessity of that processing to perform this contract (Art. 6(1)(b) GDPR) or our legitimate interest in managing the commercial relationship (Art. 6(1)(f) GDPR), as stated in our privacy notice.

Drafting note: the GDPR's controller/processor distinction turns on actual decisive influence over why and how data is processed, not on a label; Example Machines is the Customer's processor for Account Data it handles to run the Platform at the Customer's instruction (operator accounts, shift logs), and is its own controller for the site contact's details and the other data it uses for its own account-management and billing purposes (references/eu/gdpr-processors-transfers.md Art. 4(7); see the Data Processing Agreement's sorting note on this same split, and open-points.md on whether any site-contact field is in fact handled on the Customer's instruction instead). Naming the Art. 6(1) basis for each purpose, separately for processor data and controller data, follows references/clauses/privacy-and-data.md, EU business customers module.

9. Data on termination

On termination or expiry of this agreement, we will, at the Customer's choice and within 30 days, either delete or return all Machine Data and Account Data we hold for the Customer, except to the extent a legal duty requires us to retain it. We will certify deletion on request. The Data Processing Agreement states the mechanics for Account Data in full; this clause states the parallel position for Machine Data, which the Data Act's access rights continue to protect up to that point.

10. Warranty and service levels

We will perform the Platform's core predictive-maintenance functions with reasonable skill and care and substantially in accordance with the then-current documentation. [Insert any separately negotiated service-level commitment, such as uptime, here or in a schedule; none is assumed by this template.]

We do not warrant that the Platform will be uninterrupted or error-free, or that it will detect every machine fault; predictive maintenance is probabilistic, not a guarantee against equipment failure.

Drafting note: the EU Sale of Goods and Digital Content Directives' consumer conformity regime (the subjective/objective conformity test, the forced repair-or-replacement choice, the two-year minimum liability period) is consumer protection and does not reach this B2B contract (references/clauses/warranty-and-conformity.md and the terms-of-service template's EU business customers module, both of which state that the consumer-specific elements are dropped for a business counterparty). No reference file in this skill states a mandatory, non-waivable warranty floor for an EU or German business-to-business SaaS contract; the warranty clause above is accordingly a drafted commercial position for counsel to review against the contract law of the agreed governing law, not a statutory floor this skill's references state (see open-points.md).

11. Liability

Nothing in this agreement limits or excludes a liability that the law does not let Example Machines limit or exclude. In particular, nothing here limits Example Machines' liability for death or personal injury, for its own fraud or intentional wrongdoing, for a grossly negligent breach of duty, for a negligent breach of a duty essential to this contract (wesentliche Vertragspflicht), or for liability a specific statute states cannot be contracted away, including Example Machines' statutory liability as an economic operator under the Product Liability Directive for a defective product within that Directive's scope.

Outside what the paragraph above protects, Example Machines' liability for a negligent breach of a duty that is not essential to this contract is limited to the loss that was typical and foreseeable for a contract of this kind, and, in any event, to [a stated cap, for example twelve months' subscription fees paid by the Customer in the year preceding the claim]. Example Machines is not liable for indirect or consequential loss, including lost profit, lost production, or loss of or damage to Machine Data beyond what Section 9 requires, except where the first paragraph of this clause says this limitation cannot apply.

Drafting note: German AGB law's mandatory floor (no exclusion or limitation of liability for death, personal injury or health harm from a negligent breach, with no carve-out for any contract type; no exclusion or limitation of liability for other damage from a grossly negligent breach, with only narrow named carve-outs) applies the same way to a business counterparty as to a consumer, because § 309 Nr. 7 falls away for a business counterparty but § 307 Abs. 1, 2 BGB still reaches the identical substance, with commercial custom weighed in (references/de/bgb-agb.md § 310 Abs. 1 BGB; references/clauses/liability-and-disclaimers.md, Germany module). The Product Liability Directive floor binds regardless of the counterparty's status, since that Directive protects an injured natural person, not a contracting party (references/eu/pld.md Art. 15; applies to a product placed on the market after 9 December 2026 - open point for a product already on the market before that date, see open-points.md). The stated cap in brackets is a commercial choice Example Machines and counsel need to agree; this skill's references do not state a figure for a B2B SaaS liability cap.

12. Acceptable use

The Customer will ensure its Authorized Users do not use the Platform to upload content that is illegal, attempt to circumvent a security restriction, or access the Platform by automated means outside a documented API. The Customer is responsible for its Authorized Users' compliance with this clause.

13. Confidentiality and intellectual property

Each party will keep the other's confidential information confidential and use it only to perform this agreement. Example Machines and its licensors own all right, title and interest in the Platform, including its software, databases, trademarks and all material made available through it, other than Machine Data and Account Data. Nothing in this agreement transfers that ownership to the Customer; Example Machines reserves every right it does not expressly grant.

14. Indemnity

The Customer will cover Example Machines for a loss, cost or claim a third party brings against Example Machines because of: content the Customer or an Authorized User uploads to the Platform in breach of Section 12; the Customer's own breach of this agreement; or the Customer's use of the Platform in a way this agreement does not allow. This does not cover a claim arising from Example Machines' own breach of this agreement or negligence.

Example Machines will cover the Customer for a third-party claim that the Platform, as supplied and used in accordance with this agreement, infringes that third party's intellectual property rights, subject to the liability cap in Section 11 and provided the Customer gives Example Machines prompt notice and control of the defense.

Drafting note: an indemnity clause toward a business counterparty is outside the UCTD's unfairness test entirely (references/clauses/indemnity.md, EU business customers module; references/eu/uctd.md Art. 2(b), (c)). Under German law, § 309 falls away for a business counterparty, but § 307 Abs. 1, 2 BGB still applies; this clause is kept even-handed (an IP indemnity running from Example Machines as well as the acceptable-use indemnity running from the Customer) for that reason, since an indemnity obligation that ran only one way could be checked under § 307 even without § 309's specific prohibitions (references/de/bgb-agb.md § 310 Abs. 1 BGB).

15. Data Act: cloud switching

[Include only if the Platform itself qualifies as a data processing service the Customer could switch away from, as distinct from the predictive-maintenance application layered on top of generic cloud infrastructure - see open-points.md.] Open point: flagged for counsel rather than drafted, since the facts given do not establish whether Spindlewise's hosting arrangement is itself a data processing service within the Data Act's Chapter VI switching regime, or whether that regime reaches only Example Machines' own upstream cloud provider rather than the Platform Example Machines sells to its customers.

16. Governing law and jurisdiction

This agreement is governed by the law of the Federal Republic of Germany, without regard to its conflict-of-law rules, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The courts of Stuttgart, Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including a dispute about its existence, validity or termination.

Drafting note: Rome I and Brussels Ia's consumer-specific floors (the mandatory-protection disclosure for a home-state choice of law; the consumer's dual-forum choice) do not apply to a business counterparty (references/eu/jurisdiction-and-law.md Art. 6(1) to (4) Rome I; Brussels Ia Art. 17(1)). Outside the EU, a US customer in Ohio, Texas or California is bound by the same clause as a matter of ordinary contract law; this skill's references do not state a different US rule for a B2B governing-law clause, and nothing here displaces mandatory local law a US court might apply regardless of the clause (ordinary public-policy and forum-non-conveniens doctrine, outside this skill's references - flag for US counsel). Stating the clause's exclusivity expressly, as done here, is required for a business-to-business forum clause under Brussels Ia Art. 25(1), since silence defaults to exclusive only "unless the parties have agreed otherwise," and an express statement avoids any doubt (references/eu/jurisdiction-and-law.md).

17. Dispute resolution

Before starting a formal proceeding, each party will give the other written notice of the dispute and a genuine opportunity, for at least 30 days, to resolve it directly. This clause does not require arbitration; either party may bring proceedings before the courts named in Section 16.

Drafting note: no German consumer-dispute-resolution (VSBG) notice applies to this document, since § 36 VSBG's standing notice duty exists only for a trader dealing with consumers (references/de/vsbg.md; references/clauses/dispute-resolution.md, Germany module reads toward consumers). A US-style mandatory arbitration and class-waiver clause is not included here because nothing in the facts suggests Example Machines wants one for its B2B customers and this skill's conflicts register treats that choice as a drafting decision for the business module, not a legal requirement (references/conflicts.md C-1, decision note: "keep the US module's individual arbitration ... language only for the US consumer and US business modules" - available if Example Machines wants it; add it as a replacement for this section if so, stating the arbitration provider, seat and language expressly per references/clauses/dispute-resolution.md EU/US business customers modules).

18. Notices, assignment, severability

A notice under this agreement goes to the postal or email address stated on the Order Form, or, for Example Machines, to Werkstrasse 14, 70173 Stuttgart, Germany, legal@example-machines.test. A notice, record or signature is not denied legal effect only because it is in electronic form.

Example Machines may assign this agreement, including as part of a merger, reorganisation or sale of assets, on notice to the Customer. The Customer may not assign this agreement without Example Machines' consent, not to be unreasonably withheld, except that the Customer may always assign a claim for money Example Machines owes it.

If a court finds a part of this agreement invalid or unenforceable, the rest of the agreement stays in effect, and the invalid part is replaced by what the law that applies to the finding supplies, or, if none, by a provision that most closely reflects the parties' original intent.

Legal basis summary

See annotations.md for the full clause-by-clause legal basis, the applicability table and the checklist results against references/checklists/eu-b2b.md and references/de/bgb-agb.md.