Prices/Terms & Conditions

§ 1 Scope

namensaktie.de GmbH, Robert-Matzke-Str. 9, 01127 Dresden (namensaktie.de) provides the services described in §2 on behalf of a German stock corporation (client) based on these general terms and conditions.

Deviating terms require a written agreement between namensaktie.de and the client. Deviating terms based on the client’s general terms and conditions are not accepted.

§ 2 Services

The share management system offered under the brand evolAr includes the following services:

1. Certification Consulting

Consulting includes an initial analysis of the current certification status or uncertified documentation, organizational improvement suggestions (if applicable), and ongoing consulting during the contract period regarding the management of certified or uncertified shares.

2. Provision of a managed Share Register Server

The server enables GoBD- and GDPR-compliant management of a share register under German law via a platform-independent web interface. Standard features include registration of physical or digital documentation, public certificate validation, user management, shareholder self-service, role-based access control, assignment and transfer logging, share journal management, comprehensive reporting, and date-specific PDF share register extracts.

Extended functions or custom programming are not part of the standard offer and are billed separately.

Maintenance includes client-specific master data (excluding shareholder or transaction data), especially share classes and board roles, email support, daily encrypted backups, and software/database/OS maintenance.

3. Certification Service

Integrated into the share register server, this service provides structured data for mail-merge processing and workflow tracking and reminder functions.

§ 3 Limitations of Services

1. Consulting / Support

namensaktie.de is not authorized to provide tax or legal advice. All consulting is limited to organizational matters. Legal references are merely preparatory suggestions for discussion with a certified professional.

Support is provided within a reasonable timeframe via email. namensaktie.de may decline support if necessary documents or clarifications are missing. There is no legal claim to phone support, even if provided as a special service during the contract.

2. Server Availability

The client is entitled to 97% annual average network availability. Short maintenance outages between 9 PM and midnight, on up to 4 days/month, may occur without notice.

§ 4 Trust, Data, and Data Protection Obligations

The client relationship is characterized by the nature of processing as a data processor per Article 4(8) GDPR. namensaktie.de assures proper handling in compliance with all applicable GDPR obligations.

Except for server housing, subcontracting is not intended. Any deviation requires client consent. Server security risks are minimized through virtualization and encryption technologies. Data protection measures align with industry standards.

All processed data belong to the client and will be handed over in standard format (e.g., CSV) upon contract termination. Use beyond the contract is excluded. All access or data changes by namensaktie.de are logged and based on client instructions only.

§ 5 Contract Start and Termination

The contract is concluded by accepting a written offer. It begins upon notification of server readiness.

The client may terminate at the end of any month.

namensaktie.de may terminate with three months’ notice.

§ 6 Fees and Invoicing

Fees are billed quarterly. Invoicing may occur when 2/3 of the service is provided. All prices are net plus VAT unless stated otherwise.

The client is entitled to proper VAT-deductible invoices recognized by German tax authorities.

§ 7 Amendments to Terms or Prices

namensaktie.de will notify the client of any changes in writing. The changes are deemed accepted unless the client objects in writing within six weeks.

§ 8 Governing Law and Jurisdiction

German law applies. namensaktie.de GmbH may sue or be sued only in Dresden.

§ 9 Final Provisions

If any clause is invalid, the remainder remains effective. The invalid clause will be replaced with what the parties would have agreed upon, had they known of the issue.