General Terms and Conditions

DTHgroup – Systemic Transformation for People and Organizations
General Terms and Conditions for the use of HSflow™
Last updated: August 2026

Simone Unger, sole proprietor
DTHgroup · An der Waage 4 · 97264 Helmstadt · Germany
VAT ID: DE367287449
— hereinafter the “Provider” —

Section 1 Scope

(1) These General Terms and Conditions apply to all contracts for the provision of the web-based application HSflow™ between the Provider and its customers.

(2) The offering is directed exclusively at entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), at legal entities under public law and at special funds under public law. No contracts are concluded with consumers within the meaning of section 13 BGB.

(3) Deviating or supplementary terms and conditions of the customer do not become part of the contract, even if the Provider does not expressly object to them.

(4) Where a separate licence agreement is concluded between the parties, its provisions take precedence over these terms.

Section 2 Subject matter of the contract

(1) The Provider makes the web-based application HSflow™ available to the customer as software as a service for recording and analysing CSRD/ESRS S1 metrics relating to the customer’s own workforce.

(2) Analysis is carried out exclusively at an aggregate level (group and organisational metrics and their development over time). The specific scope of services is determined by the package booked and the applicable service description.

(3) The Provider owes the provision of the application; it does not owe the achievement of any particular economic or organisational outcome.

Section 3 Formation of the contract

(1) The presentation of services on this website does not constitute a binding offer but an invitation to submit an enquiry.

(2) The contract is formed upon acceptance of the Provider’s offer in text form or upon signature of the licence agreement.

(3) On entering into the contract, the customer confirms that it is acting as an entrepreneur within the meaning of section 14 BGB.

Section 4 Right of use

(1) For the term of the contract, the customer receives a simple, non-transferable right to use HSflow™ for its own purposes.

(2) Passing access credentials on to third parties, replicating the application or using it beyond the agreed scope is not permitted.

(3) All rights in the software, its methodology, the metrics logic and the trade marks – in particular HSflow™ – remain with the Provider.

Section 5 Access and availability

(1) Access to HSflow™ is provided upon receipt of payment.

(2) If the customer is already an S3Beleg customer, HSflow™ is activated within its existing access; no separate credentials are required. Otherwise the customer receives its own access credentials.

(3) The Provider endeavours to achieve high availability but does not owe any particular round-the-clock availability. Maintenance windows will be announced where possible.

Section 6 Intended purpose – not a medical device

(1) HSflow™ is an organisational and sustainability metrics instrument for assessing psychosocial conditions at group and organisational level for the purposes of ESRS S1 reporting.

(2) HSflow™ is expressly not a medical device. It serves neither the medical or psychological diagnosis, treatment or assessment of individual persons, nor does it replace any such assessment. The metrics are records of standardised measurement data points, not medical findings.

(3) The customer shall not use HSflow™ as a basis for decisions concerning individual persons that require a professional medical or psychological foundation.

(4) HSflow™ does not replace a risk assessment of mental workload pursuant to section 5 of the German Occupational Safety and Health Act (ArbSchG); it may complement such an assessment.

(5) In some countries, HSflow™ may only be used with specialist guidance under the applicable national rules. This currently applies to Italy and France. In those countries the entire dashboard is secured behind an authenticator release; the release is granted by the qualified person nominated by the customer.

(6) For those countries the customer shall nominate a qualified person and ensure that analysis takes place only under that person’s guidance. The legal assessment of HSflow™ outside Germany is the responsibility of the company using it; the Provider does not owe any review of foreign professional or occupational safety regulations.

Section 7 Remuneration and payment

(1) Remuneration takes the form of an annual licence in accordance with the relevant invoice. Payment is due within 30 days of receipt of the invoice.

(2) All amounts are net and subject to statutory value added tax.

(3) If the customer defaults on payment, the Provider is entitled, after prior notice in text form, to suspend access until the outstanding amount has been settled. Further statutory rights remain unaffected.

Section 8 Customer obligations

(1) The customer shall keep its access credentials secure and use the application in accordance with the agreed purpose.

(2) The customer shall ensure that data collection is carried out in compliance with data protection law and on a voluntary basis, that groups analysed are large enough to prevent any conclusions being drawn about individual persons, and that any co-determination rights of the works council or staff council – in particular under section 87 (1) nos. 6 and 7 of the German Works Constitution Act (BetrVG) – are observed.

(3) The customer shall inform its employees in accordance with Article 13 GDPR before use. The Provider makes a template available for this purpose.

Section 9 Data protection

(1) Employee data is processed through HSflow™ on an anonymous or aggregated basis; analysis takes place only at group level and does not permit conclusions to be drawn about individual persons.

(2) Where the Provider processes personal data on behalf of the customer beyond this, it does so on the basis of a data processing agreement pursuant to Article 28 GDPR, which will be concluded at the request of either party. Both parties comply with the GDPR and the German Federal Data Protection Act (BDSG).

(3) The customer is the controller within the meaning of the GDPR in relation to its employees.

(4) Content stored in the customer account remains with the customer. The Provider may use fully anonymised, aggregated data without any personal reference for product improvement and benchmarking.

(5) Details are set out in the Privacy Policy.

Section 10 Warranty

(1) The Provider warrants that HSflow™ substantially conforms to the service description. Insignificant deviations do not give rise to warranty claims.

(2) In the event of defects, the Provider shall provide supplementary performance by remedying the defect or providing a workaround within a reasonable period.

Section 11 Liability

(1) The Provider is liable in accordance with statutory provisions in cases of intent and gross negligence, and for injury to life, body or health.

(2) In cases of ordinary negligence, the Provider is liable only for breach of material contractual obligations and limited to the damage typical for this type of contract and foreseeable at the time. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely.

(3) Liability for loss of profit and indirect damage is excluded.

(4) The Provider is not liable for decisions taken by the customer on the basis of the metrics referred to in section 6.

(5) Liability under the German Product Liability Act remains unaffected.

Section 12 Confidentiality

Both parties shall treat the other party’s confidential information as confidential and use it only for the performance of the contract. This obligation applies for the term of the contract and for 24 months thereafter.

Section 13 Term and expiry

(1) The contract is concluded for a fixed term. It runs for twelve months from provision of access and expires at the end of that term without any notice of termination being required.

(2) An extension requires the express agreement of both parties in text form. There is no automatic renewal.

(3) The right to terminate for good cause remains unaffected.

(4) The right of use expires at the end of the contract. The customer may export its data as PDF or CSV before the end of the contract; thereafter the data will be deleted after a reasonable period, unless statutory retention obligations require otherwise.

Section 14 Amendments to these terms

(1) The Provider may amend these terms with effect for the future where this is necessary to adapt to a change in the law, in case law or in technical conditions.

(2) Amendments will be notified to the customer in text form at least six weeks before they take effect. If the customer does not object within six weeks of receipt, the amendments are deemed to have been accepted. The customer will be specifically informed of this consequence in the notification.

(3) Material changes to the services to the customer’s detriment entitle the customer to terminate the contract.

Section 15 Final provisions

(1) Amendments and additions to the contract must be made in text form.

(2) Should individual provisions be invalid, the remainder of the contract remains valid.

(3) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(4) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Würzburg, Germany, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.

This is a translation provided for convenience. In the event of any discrepancy, the German version of these General Terms and Conditions shall prevail.