Hanko Cloud Terms of Service

Version 1.0
Effective Date: August 11, 2026

These Hanko Cloud Terms of Service (“Terms”) govern the use of Hanko Cloud by business customers.

The contract is entered into between:

Hanko GmbH
Ringstraße 19
24114 Kiel
Germany
Commercial register: Amtsgericht Kiel, HRB 19885 KI
VAT identification number: DE320214245
Email: info@hanko.io

(“Hanko”)

and the Customer identified through the Customer’s Hanko Cloud account.

Hanko and the Customer are each a “Party” and together the “Parties”.

1. Scope and Contract Formation

1.1 Services covered

These Terms apply to the Customer’s use of the hosted versions of:

• Hanko Auth; and
• Hanko Passkey API,

including the associated APIs, infrastructure and project management functionality provided through cloud.hanko.io (“Hanko Cloud” or the “Services”).

These Terms do not apply to:

• self-hosted Hanko software;
• commercial software licenses;
• the Hanko Authenticator App or related services; or
• professional services,

unless an Order Form expressly incorporates these Terms.

1.2 Business Customers only

The Services are offered exclusively to:

• legal entities and other organizations;
• public-sector entities;
• self-employed professionals; and
• natural persons acting in the course of a commercial, business, craft or independent professional activity.

Consumers within the meaning of Section 13 of the German Civil Code may not create or use a Hanko Cloud account.

1.3 Customer

The “Customer” is the legal entity, organization, public-sector entity or business or professional user for whose benefit a Hanko Cloud account is created or used.

If an individual creates or uses a Hanko Cloud account on behalf of an organization, that organization is the Customer. The individual represents that:

• they are authorized to act on behalf of the organization; and
• the organization accepts these Terms.

Where an individual creates or uses a Hanko Cloud account in the course of their own commercial or independent professional activity, that individual is the Customer.

1.4 Formation of the contract

By submitting the account registration, the Customer makes an offer to enter into a contract under these Terms.

Hanko accepts the offer by:

• activating the Hanko Cloud account;
• providing access to the Services; or
• otherwise confirming acceptance.

The contract becomes effective upon the earliest of these events.

1.5 Accuracy of information

The Customer must provide accurate and current account information.

The Customer must update its account or billing information without undue delay if it changes.

1.6 Contract documents

The contract between the Parties consists of, in descending order of precedence:

• an individual Order Form or other individual agreement signed or expressly accepted by both Parties;
• any applicable Service Level Agreement;
• the Hanko Cloud Data Processing Agreement, with respect to the processing of Customer Personal Data;
• these Terms;
• the plan description and prices displayed during checkout or in the Customer’s Hanko Cloud account; and
• the Documentation.

An individual agreement prevails only to the extent that it expressly modifies another contract document.

1.7 Customer terms

Terms and conditions provided by the Customer do not apply, even if Hanko does not expressly object to them.

2. Definitions

2.1 Authorized User

“Authorized User” means an employee, contractor or other individual whom the Customer authorizes to access or administer its Hanko Cloud account or projects.

2.2 Customer Application

“Customer Application” means an application, website, service or other system operated by or on behalf of the Customer that uses or integrates with the Services.

2.3 Customer Data

“Customer Data” means data, content, configuration and other information that the Customer or its End Users submit to or process through the Services.

Customer Data includes Customer Personal Data as defined in the DPA.

2.4 Documentation

“Documentation” means Hanko’s then-current technical documentation and usage instructions for the Services.

2.5 End User

“End User” means an individual whose identity is registered, managed or authenticated through the Services in connection with a Customer Application.

2.6 Free Plan

“Free Plan” means a plan for which Hanko does not charge a recurring subscription fee.

2.7 Order Form

“Order Form” means an order, offer, subscription document or other individual agreement that identifies the Services purchased by the Customer and has been accepted by both Parties.

2.8 Paid Plan

“Paid Plan” means a recurring subscription or other paid Hanko Cloud plan, including Hanko Cloud Pro.

2.9 Pricing Page

“Pricing Page” means the Hanko Cloud pricing page published on Hanko’s website, as updated from time to time.

2.10 Subscription Period

“Subscription Period” means the billing and service period selected by the Customer during checkout or specified in an Order Form.

3. Hanko Cloud Accounts

3.1 Account responsibility

The Customer is responsible for:

• all activity carried out through its Hanko Cloud account;
• the actions of its Authorized Users;
• assigning appropriate roles and permissions; and
• ensuring that only authorized persons have access to the account.

3.2 Account security

The Customer must:

• protect its account credentials, API keys, secrets and recovery methods against unauthorized access;
• use appropriate authentication and security measures for Authorized Users;
• revoke access that is no longer required; and
• notify Hanko without undue delay of actual or suspected unauthorized access.

3.3 Authorized Users

The Customer may authorize individuals to access its Hanko Cloud account to the extent permitted by its plan.

The Customer must ensure that each Authorized User complies with these Terms.

An Authorized User does not become a separate contracting party merely by accessing the Customer’s account.

3.4 Account contact

The email address associated with the Hanko Cloud account is the Customer’s primary contact address.

The Customer is responsible for ensuring that this address remains valid and is monitored regularly.

3.5 Verification

Hanko may require reasonable verification of:

• the Customer’s identity;
• the identity and authority of an Authorized User;
• the Customer’s business or professional status; or
• authority to request an export, deletion, account transfer or security-relevant change.

4. Services and Plans

4.1 Provision of the Services

Hanko will provide the Services in accordance with:

• these Terms;
• the Customer’s applicable plan;
• any applicable Order Form; and
• the Documentation.

4.2 Plan features

The features, usage allowances, project limits, support options and prices applicable to a plan are those displayed:

• during checkout;
• in the Customer’s Hanko Cloud account;
• on the Pricing Page at the time the Customer subscribes; or
• in an applicable Order Form.

4.3 Free, paid and custom plans

Hanko may offer:

• Free Plans;
• standardized Paid Plans;
• special programs, including startup or promotional plans; and
• individually agreed Enterprise plans.

Special programs and Enterprise plans may be subject to additional conditions.

4.4 Add-ons

The Customer may purchase additional projects, SAML connections or other add-ons where offered.

Unless stated otherwise during checkout or in an Order Form:

• add-ons are tied to the associated subscription;
• recurring add-ons renew with that subscription; and
• termination of the subscription also terminates its add-ons.

4.5 No exclusivity

The Services are provided on a non-exclusive basis.

Hanko may provide similar services to other customers, including competitors of the Customer.

5. Right to Use the Services

5.1 Usage right

Subject to these Terms, Hanko grants the Customer a limited, non-exclusive, non-transferable right during the term of the contract to:

• access and use the Services for its internal business or professional purposes;
• integrate the Services into Customer Applications; and
• make the integrated authentication functionality available to End Users.

5.2 Restrictions

Except where expressly permitted by these Terms, an Order Form, the Documentation or an applicable open-source license, the Customer must not:

• sell, resell, sublicense or make Hanko Cloud available as a standalone service to third parties;
• circumvent usage, project or technical limits;
• interfere with or disrupt the Services or their infrastructure;
• access the Services in an unauthorized manner;
• remove proprietary notices from non-open-source materials;
• use non-public interfaces or credentials without authorization; or
• copy, modify, decompile or reverse engineer non-open-source components of the Services, except to the extent such restriction is prohibited by applicable law.

5.3 Open-source software

Certain Hanko software and components are separately available under open-source licenses.

Those open-source licenses govern the use, modification and distribution of the respective open-source software.

Nothing in these Terms restricts rights granted to the Customer under an applicable open-source license.

The availability of software under an open-source license does not entitle the Customer to receive Hanko Cloud, managed infrastructure, support or paid features free of charge.

6. Changes, Updates and Beta Features

6.1 Continuous development

Hanko may update and modify the Services to:

• improve functionality, usability, performance or security;
• address defects or vulnerabilities;
• adapt to technical developments;
• comply with applicable law;
• replace third-party components or infrastructure; or
• prevent misuse or operational harm.

6.2 Material changes

Hanko will provide reasonable prior notice of a change that materially reduces a core function of a Paid Plan.

Prior notice is not required where an immediate change is reasonably necessary to:

• address a security vulnerability;
• prevent misuse or harm;
• comply with applicable law or a binding order; or
• respond to a third-party service or infrastructure change outside Hanko’s reasonable control.

6.3 Deprecation

Hanko may deprecate or discontinue features, APIs or integrations.

For material changes affecting a Paid Plan, Hanko will provide reasonable prior notice where practicable and may provide:

• a replacement feature;
• a migration path;
• a workaround; or
• a right to terminate the affected Paid Plan.

6.4 Compatibility

The Customer is responsible for adapting its Customer Applications and integrations to documented changes.

Hanko does not guarantee compatibility with undocumented behavior, unsupported software or obsolete versions of third-party systems.

6.5 Roadmap

Product roadmaps, planned features and anticipated release dates are non-binding unless expressly included in an Order Form.

6.6 Beta features

Hanko may offer preview, experimental, early-access or beta features.

Unless otherwise agreed:

• beta features may be incomplete, changed or discontinued at any time;
• beta features are not subject to an availability commitment or SLA; and
• the Customer should not rely on beta features for critical production workloads.

7. Free Plans

7.1 Availability

Hanko may provide a Free Plan without charging a subscription fee.

The Free Plan is subject to the limits and features shown on the Pricing Page or in Hanko Cloud.

7.2 No automatic paid upgrade

Hanko will not automatically convert a Free Plan into a Paid Plan or charge subscription or usage fees without the Customer’s agreement.

7.3 Exceeding Free Plan limits

If the Customer repeatedly or materially exceeds the limits of a Free Plan, Hanko may:

• contact the Customer and request an upgrade;
• restrict the creation of additional projects or use of additional features;
• require the Customer to reduce its usage; or
• terminate the Free Plan in accordance with Section 15.

Where reasonably practicable, Hanko will provide prior notice and an opportunity to export Customer Data before a material restriction or termination.

7.4 Changes to the Free Plan

Hanko may change, restrict or discontinue a Free Plan by providing at least 30 days’ prior notice.

A shorter notice period may apply where a change is reasonably necessary for security, legal or abuse-prevention reasons.

7.5 No SLA

Free Plans are not subject to a contractual availability commitment or service level agreement.

8. Fees, Usage and Payment

8.1 Applicable fees

The Customer must pay the fees specified:

• during checkout;
• in the Customer’s Hanko Cloud account;
• on the Pricing Page applicable when the Customer subscribes; or
• in an Order Form.

8.2 Taxes

Unless expressly stated otherwise, all prices are exclusive of:

• value-added tax;
• sales tax;
• withholding tax; and
• similar taxes or public charges.

The Customer is responsible for applicable taxes, excluding taxes imposed on Hanko’s net income.

8.3 Payment method

The Customer must provide a valid payment method for a Paid Plan.

The Customer authorizes Hanko and its payment service provider to charge:

• recurring subscription fees;
• usage-based fees;
• add-on fees;
• applicable taxes; and
• other charges expressly accepted by the Customer.

8.4 Billing

Unless stated otherwise during checkout or in an Order Form:

• recurring fixed fees are billed at the beginning of the applicable Subscription Period;
• usage-based fees are billed after the relevant usage period; and
• invoices and payment receipts are provided electronically.

8.5 Monthly Active Users

Where fees or plan limits are based on monthly active users, a “Monthly Active User” or “MAU” is a unique End User who, during a calendar month:

• is issued a session token by Hanko; or
• has a session token validated through a Hanko session endpoint.

Repeated activity by the same End User during the same calendar month does not create additional MAUs.

Hanko may adapt the technical measurement method where reasonably necessary to reflect changes to the Services, provided that the commercial meaning of an MAU is not materially changed without prior notice.

8.6 Usage measurement

Hanko’s records are authoritative for calculating usage-based fees and plan limits unless the Customer demonstrates a manifest error.

The Customer may raise a reasonable usage or invoice dispute within 30 days after receiving the relevant invoice or usage statement.

8.7 Recurring subscriptions

A Paid Plan automatically renews for successive Subscription Periods unless either Party terminates it in accordance with these Terms.

8.8 Upgrades

An upgrade may take effect immediately.

Hanko may charge:

• a prorated amount for the remainder of the current Subscription Period; and
• applicable usage or add-on fees.

The applicable amount will be displayed during checkout or in the Customer’s Hanko Cloud account.

8.9 Downgrades

A downgrade normally takes effect at the end of the current Subscription Period.

A downgrade may require the Customer to:

• reduce the number of projects or Authorized Users;
• remove paid add-ons;
• stop using paid-only features; or
• bring usage within the limits of the new plan.

Hanko may disable paid-only features when the downgrade takes effect.

8.10 Cancellation and refunds

The Customer may cancel a Paid Plan at any time.

Unless otherwise stated:

• cancellation takes effect at the end of the current Subscription Period;
• the Customer may continue using the Paid Plan until that date; and
• fees already paid are not refundable.

This does not limit claims arising from Hanko’s breach of contract or mandatory law.

8.11 Failed or late payments

If a payment fails or becomes overdue, Hanko may:

• retry the payment method;
• request another payment method;
• charge statutory default interest and recoverable collection costs; and
• suspend the Paid Plan after providing reasonable notice and an opportunity to cure.

Hanko may suspend immediately where there is a reasonable indication of fraud, payment abuse or account compromise.

8.12 Price changes

Hanko may change the prices of a Paid Plan or add-on by providing at least 30 days’ prior notice.

A price change:

• does not apply retroactively;
• takes effect no earlier than the next Subscription Period beginning after the notice period; and
• does not affect an individually agreed fixed price during its agreed fixed-price term.

The Customer may cancel the affected subscription before the new price takes effect.

A change in the Customer’s actual usage is not a price change where the agreed unit prices remain unchanged.

9. Customer Responsibilities and Acceptable Use

9.1 Customer Applications

The Customer is responsible for:

• its Customer Applications;
• its integration and configuration of the Services;
• its relationships with End Users;
• the content and legality of Customer Data; and
• third-party systems selected or controlled by the Customer.

9.2 Legal compliance

The Customer must use the Services in compliance with:

• applicable law;
• these Terms;
• the DPA; and
• the Documentation.

9.3 End User information

The Customer is responsible for providing End Users with all legally required:

• privacy notices;
• terms of use;
• consent requests; and
• other disclosures relating to the Customer Application and the Customer’s processing.

9.4 Security configuration

The Customer must:

• use appropriate security settings for its use case;
• protect API keys, secrets and administrative access;
• configure redirect URLs, origins, identity providers and integrations carefully;
• remove access that is no longer authorized; and
• promptly respond to security notices relevant to its account.

9.5 Prohibited use

The Customer must not use the Services to:

• violate applicable law or the rights of another person;
• facilitate phishing, credential theft, impersonation or account takeover;
• distribute malware or harmful code;
• send unlawful spam or unsolicited communications;
• conduct unauthorized vulnerability scans, penetration tests or security attacks;
• bypass authentication, authorization, usage or security controls;
• interfere with or overload Hanko Cloud or another customer’s use of it;
• access another customer’s projects, accounts or data without authorization;
• process data that the Customer is not legally permitted to process; or
• conceal or misrepresent the origin or purpose of abusive activity.

9.6 Security research

Good-faith security research may be conducted only:

• within the scope of Hanko’s published vulnerability disclosure or security policy; or
• with Hanko’s prior written authorization.

9.7 Metadata and configurable fields

The Customer must not store secrets, credentials or other sensitive information in fields that the Documentation identifies as public, unsafe or accessible through a public API.

10. Customer Data and Data Protection

10.1 Customer Data ownership

As between the Parties, the Customer retains all rights in Customer Data.

10.2 Permission to process Customer Data

The Customer grants Hanko a non-exclusive right to host, copy, transmit, modify and otherwise process Customer Data only as necessary to:

• provide, operate and secure the Services;
• follow the Customer’s instructions;
• prevent or investigate misuse; and
• comply with applicable law.

10.3 Data Processing Agreement

Where Hanko processes personal data on behalf of the Customer, the Hanko Cloud Data Processing Agreement applies.

The DPA is incorporated into these Terms.

10.4 Account Data

Hanko processes personal data relating to:

• Hanko Cloud account holders;
• Authorized Users;
• billing contacts;
• communications; and
• Hanko’s own contractual and security administration

as an independent controller in accordance with Hanko’s Privacy Policy.

10.5 Aggregated and anonymized information

Hanko may generate and use statistical, aggregated or anonymized information derived from the operation of the Services, provided that the information does not identify:

• the Customer;
• an Authorized User;
• an End User; or
• another natural person.

10.6 Export and deletion

Export, return and deletion of Customer Personal Data are governed by the DPA.

The Customer is responsible for requesting an export before the applicable export period expires.

10.7 No obligation to monitor

Hanko is not generally required to review Customer Data for legality, accuracy or completeness.

Hanko may investigate Customer Data where reasonably necessary to:

• address a security incident;
• investigate suspected misuse;
• comply with applicable law; or
• protect the Services, Hanko, the Customer or third parties.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means non-public information disclosed by one Party to the other Party that:

• is identified as confidential; or
• should reasonably be understood to be confidential due to its nature or the circumstances of disclosure.

Confidential Information includes:

• Customer Data;
• non-public security information;
• business and product plans;
• pricing in an individual Order Form;
• technical architecture; and
• trade secrets.

11.2 Protection and use

The receiving Party will:

• use Confidential Information only for the contract;
• protect it using at least reasonable care; and
• disclose it only to persons who need it for the contract and are subject to appropriate confidentiality obligations.

11.3 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

• was lawfully known without a confidentiality obligation before disclosure;
• becomes public without breach of the contract;
• is lawfully received from a third party without a confidentiality obligation; or
• is independently developed without using the disclosing Party’s Confidential Information.

11.4 Required disclosures

The receiving Party may disclose Confidential Information where required by law or a binding authority.

Where legally permitted, the receiving Party will:

• notify the disclosing Party in advance; and
• limit the disclosure to what is legally required.

11.5 Duration

The confidentiality obligations continue for three years after termination.

For trade secrets, the obligations continue for as long as the information qualifies as a trade secret under applicable law.

Customer Data remains protected for as long as Hanko retains it.

12. Intellectual Property and Feedback

12.1 Hanko rights

Hanko and its licensors retain all rights in:

• Hanko Cloud;
• the Hanko Cloud Console;
• non-open-source software and components;
• the Documentation;
• Hanko trademarks and branding; and
• improvements, modifications and derivative works of the foregoing.

No rights are granted except those expressly stated in these Terms or an applicable open-source license.

12.2 Customer rights

The Customer retains all rights in:

• Customer Data;
• Customer Applications;
• Customer trademarks and branding; and
• software and materials developed independently of Hanko.

12.3 Feedback

The Customer may provide suggestions, ideas or other feedback regarding the Services.

Hanko may use such feedback without restriction or payment, provided that Hanko does not:

• disclose Customer Confidential Information; or
• identify the Customer as the source without permission.

13. Third-Party Services and Integrations

13.1 Customer-selected services

The Customer may configure the Services to interact with third-party services, including:

• identity providers;
• email providers;
• webhook recipients;
• analytics or monitoring systems; and
• other Customer-controlled systems.

13.2 Responsibility

The Customer is responsible for:

• selecting and configuring those services;
• complying with their terms;
• authorizing the relevant data transfers; and
• ensuring that the integration is lawful and secure.

13.3 Third-party changes

Hanko is not responsible for the availability, security or functionality of a Customer-selected third-party service.

Changes made by a third-party provider may affect an integration.

Hanko may modify or discontinue an integration where continued support is no longer reasonably practicable.

13.4 Hanko Subprocessors

This Section does not reduce Hanko’s obligations regarding Subprocessors engaged by Hanko under the DPA.

14. Availability, Maintenance and Support

14.1 Availability

Hanko will use commercially reasonable efforts to make the Services available.

Unless an Order Form or Service Level Agreement expressly provides otherwise, Hanko does not guarantee a specific level of availability or uptime.

14.2 Exclusions

Hanko is not responsible for unavailability caused by:

• planned or emergency maintenance;
• Customer Applications or Customer-controlled systems;
• Customer-selected third-party services;
• the Customer’s configuration or instructions;
• internet or telecommunications failures outside Hanko’s reasonable control;
• attacks, abuse or other events that Hanko could not reasonably prevent; or
• force majeure events.

14.3 Maintenance

Hanko may perform scheduled and emergency maintenance.

Where reasonably practicable, Hanko will provide advance notice of maintenance expected to materially affect availability.

14.4 Support

Support channels and support levels depend on the Customer’s plan or Order Form.

Unless expressly agreed otherwise:

• support does not include a guaranteed response or resolution time;
• Hanko may require reasonable diagnostic information; and
• the Customer must cooperate in investigating reported issues.

14.5 Status information

Hanko may communicate availability incidents and maintenance through its status page, Hanko Cloud or email.

15. Suspension, Term and Termination

15.1 Contract term

The contract begins when Hanko accepts the Customer’s registration or subscription and continues until terminated under these Terms.

15.2 Free Plan

A Free Plan continues until terminated by either Party.

The Customer may terminate the Free Plan by terminating its Hanko Cloud account.

Hanko may terminate a Free Plan by providing at least 30 days’ prior notice.

15.3 Paid Plan

A Paid Plan continues for the selected Subscription Period and automatically renews unless terminated.

The Customer may cancel the Paid Plan through Hanko Cloud or another cancellation method offered by Hanko.

Cancellation normally takes effect at the end of the current Subscription Period.

15.4 Downgrade after cancellation

Unless the Customer terminates the entire Hanko Cloud account, cancellation of a Paid Plan may result in a downgrade to the then-current Free Plan.

A downgrade is subject to the limits and features of the Free Plan.

If continued use under the Free Plan is not possible because of the Customer’s usage or configuration, the Customer must:

• reduce its usage;
• remove incompatible features or projects;
• select another Paid Plan; or
• terminate the account.

15.5 Suspension by Hanko

Hanko may suspend all or part of the Services where reasonably necessary because:

• the Customer has materially breached these Terms;
• fees are overdue;
• the Customer’s use creates a security risk;
• the Customer’s use may be unlawful or abusive;
• suspension is required by law or a binding authority;
• the account or credentials appear compromised; or
• suspension is necessary to protect Hanko Cloud, another customer or a third party.

15.6 Notice and scope of suspension

Where reasonably practicable, Hanko will:

• notify the Customer before suspension;
• explain the reason;
• allow the Customer an opportunity to remedy the issue; and
• limit the suspension to the affected account, project, feature or activity.

Hanko may suspend immediately where delay would create a material security, legal or operational risk.

15.7 Restoration

Hanko will restore suspended Services within a reasonable period after the reason for suspension has been resolved.

Fees continue to accrue during a suspension caused by the Customer’s breach or non-payment.

15.8 Termination for cause

Either Party may terminate the contract for material breach if:

• it provides written notice describing the breach; and
• the breaching Party does not remedy the breach within 14 days after receiving the notice.

No cure period is required where:

• the breach cannot reasonably be remedied;
• continued performance would be unlawful;
• the breach creates an immediate material security risk; or
• applicable law permits immediate termination.

15.9 Hanko termination of a Paid Plan

Hanko may terminate or decline to renew a Paid Plan without cause by providing at least 30 days’ notice, effective no earlier than the end of the current Subscription Period.

15.10 Effects of termination

When the Hanko Cloud account is terminated:

• the Customer’s right to use the Services ends;
• unpaid fees become due;
• the Customer may request an export during the period specified in the DPA; and
• Customer Personal Data will be deleted in accordance with the DPA.

Termination of a Paid Plan without termination of the Hanko Cloud account does not by itself trigger deletion under the DPA.

15.11 Survival

Sections concerning:

• fees already incurred;
• confidentiality;
• intellectual property;
• liability;
• export and deletion; and
• general provisions

survive termination to the extent necessary to give them effect.

16. Service Quality and Defects

16.1 Standard of performance

Hanko will provide the Services with reasonable care and professional skill.

The Services will substantially conform to the applicable Documentation when used in accordance with these Terms.

16.2 Reporting defects

The Customer must notify Hanko of a material defect without undue delay and provide information reasonably necessary to reproduce and investigate it.

16.3 Remediation

Where Hanko is responsible for a material defect, Hanko may remedy it by:

• correcting the defect;
• providing an update;
• providing a reasonable workaround; or
• replacing the affected functionality.

The Customer must allow Hanko a reasonable opportunity to remedy the defect before exercising further remedies, except where this would be unreasonable.

16.4 Exclusions

Hanko is not responsible for a defect caused by:

• use contrary to the Documentation;
• unauthorized changes by the Customer or a third party;
• a Customer Application or Customer-controlled system;
• a Customer-selected third-party service;
• failure to implement a required update or migration; or
• a beta feature.

16.5 No guaranteed error-free operation

Except where expressly agreed in an SLA or Order Form, Hanko does not guarantee that:

• the Services will be uninterrupted or error-free;
• every defect will be corrected; or
• the Services will be compatible with every Customer Application or third-party system.

16.6 Initial defects

Strict liability for defects existing when the contract begins under Section 536a paragraph 1, first alternative, of the German Civil Code is excluded, unless Hanko:

• fraudulently concealed the defect; or
• expressly guaranteed the relevant characteristic.

17. Liability

17.1 Unlimited liability

Hanko is liable without limitation:

• for intent and gross negligence;
• for injury to life, body or health;
• for fraudulent concealment;
• under an expressly assumed guarantee;
• under the German Product Liability Act; and
• where liability cannot legally be limited.

17.2 Slight negligence

In cases of slight negligence, Hanko is liable only for breach of an essential contractual obligation.

An essential contractual obligation is an obligation whose performance is necessary for the proper performance of the contract and on whose performance the Customer may ordinarily rely.

Liability in such cases is limited to the foreseeable damage typical for this type of contract.

17.3 Liability cap

Subject to Section 17.1, Hanko’s aggregate liability arising from slight negligence in any contract year is limited to:

• the fees paid or payable by the Customer for the Services during the 12 months preceding the event giving rise to the claim; or
• EUR 1,000,

whichever is greater.

Where the contract has existed for less than 12 months, the fees paid or payable for the actual contract period will be used.

17.4 Indirect loss

Subject to Section 17.1, Hanko is not liable for:

• indirect or consequential damage;
• loss of profit;
• loss of anticipated savings;
• loss of business opportunities; or
• reputational damage,

except to the extent such damage is foreseeable and typical as a direct consequence of a breach of an essential contractual obligation.

17.5 Third-party services

Hanko is not liable for a failure caused exclusively by a Customer-selected third-party service, Customer Application or Customer-controlled system.

This does not apply to third parties engaged by Hanko to perform Hanko’s own contractual obligations.

17.6 Hanko personnel

The limitations and exclusions in this Section also apply to Hanko’s:

• directors;
• employees;
• representatives; and
• agents.

17.7 Contributory responsibility

Applicable rules concerning contributory negligence and the Customer’s responsibility to mitigate damage remain unaffected.

18. Third-Party Claims Caused by the Customer

18.1 Customer responsibility

The Customer is responsible for third-party claims arising from:

• unlawful Customer Data;
• a Customer Application;
• the Customer’s violation of applicable law;
• the Customer’s infringement of third-party rights; or
• the Customer’s material breach of the acceptable-use obligations.

18.2 Indemnification

The Customer will indemnify Hanko against such third-party claims to the extent that the claim was caused by an act or omission attributable to the Customer.

The indemnification includes reasonable legal defense costs recoverable under applicable law.

18.3 Procedure

Hanko will:

• notify the Customer without undue delay of the claim;
• provide reasonable information and cooperation; and
• not admit or settle the claim in a manner materially prejudicial to the Customer without consulting the Customer.

The Customer may participate in the defense using counsel reasonably acceptable to Hanko.

This Section does not apply to the extent the claim was caused by Hanko.

19. Changes to These Terms

19.1 Non-material changes

Hanko may make changes that do not materially disadvantage the Customer to:

• clarify wording;
• correct errors;
• update contact information;
• reflect non-material operational changes; or
• improve the structure of the Terms.

Hanko may notify the Customer of such changes by email, through Hanko Cloud or by publishing the updated version.

19.2 Legally or technically required changes

Hanko may change these Terms where reasonably necessary because of:

• a change in applicable law;
• a binding court or authority decision;
• a material security requirement;
• a change to the Services or technical infrastructure; or
• circumstances outside Hanko’s reasonable control.

Hanko will provide at least 30 days’ notice where reasonably practicable.

19.3 Materially adverse changes

A materially adverse change affecting a Paid Plan will take effect no earlier than the next Subscription Period beginning after at least 30 days’ notice.

The Customer may cancel the affected Paid Plan before the change takes effect.

19.4 Active acceptance

Hanko may require the Customer to actively accept an updated version of these Terms.

If the Customer does not accept the updated Terms, Hanko may:

• prevent renewal of a Paid Plan; or
• terminate a Free Plan after providing reasonable notice and an opportunity to export Customer Data.

19.5 Price and DPA changes

Price changes are governed by Section 8.12.

Changes to the DPA are governed by the DPA.

20. General Provisions

20.1 Entire agreement

The contract documents listed in Section 1.6 constitute the entire agreement concerning the Services.

They replace previous agreements concerning the same subject matter, except for rights and obligations already accrued.

20.2 Individual agreements

Individual agreements between the Parties take precedence over these Terms.

An individual agreement should be recorded in text form.

20.3 Assignment

The Customer may not assign the contract without Hanko’s prior consent, which Hanko will not unreasonably withhold.

The Customer may assign the contract as part of:

• a merger;
• a corporate reorganization; or
• a sale of substantially all relevant business assets,

provided that:

• the successor is not a direct competitor of Hanko;
• the successor assumes the Customer’s obligations; and
• the Customer provides prior notice where reasonably practicable.

Hanko may assign the contract to:

• an affiliated company; or
• a successor in connection with a merger, reorganization or sale of substantially all relevant business assets.

20.4 Subcontractors

Hanko may use affiliates and subcontractors to perform the Services.

Hanko remains responsible for its contractual obligations.

Subprocessors handling Customer Personal Data are governed by the DPA.

20.5 Force majeure

Neither Party is liable for delay or failure caused by an event outside its reasonable control, including:

• natural disasters;
• war, terrorism or civil unrest;
• labor disputes not limited to the affected Party’s own workforce;
• widespread telecommunications, internet or power failures;
• governmental measures;
• epidemics or pandemics; or
• large-scale cyberattacks that could not reasonably have been prevented.

The affected Party must:

• notify the other Party where reasonably practicable; and
• use reasonable efforts to mitigate the effects.

Payment obligations for Services already provided are not excused by force majeure.

20.6 Notices

Hanko may send contractual and operational notices to the email address associated with the Customer’s Hanko Cloud account or display them in Hanko Cloud.

The Customer must send legal notices to info@hanko.io, unless another address is specified in an Order Form.

Notices concerning data protection may be sent to privacy@hanko.io.

20.7 No waiver

Failure or delay in exercising a right does not waive that right.

20.8 Severability

If a provision is invalid or unenforceable, the remaining provisions remain effective.

The invalid or unenforceable provision will be replaced by applicable law.

Where legally permissible, the Parties will agree on a valid provision that most closely reflects the intended commercial purpose.

20.9 Independent parties

The Parties are independent contractors.

These Terms do not create a partnership, joint venture, agency, franchise or employment relationship.

20.10 No third-party beneficiaries

Unless expressly stated otherwise, the contract does not grant rights to third parties.

20.11 Governing law

The contract is governed by the laws of the Federal Republic of Germany, excluding:

• its conflict-of-law rules; and
• the United Nations Convention on Contracts for the International Sale of Goods.

20.12 Jurisdiction

Where the Customer is:

• a merchant;
• a legal entity under public law; or
• a special fund under public law,

the courts at Hanko’s registered office in Kiel, Germany, have exclusive jurisdiction to the extent legally permitted.

Otherwise, the applicable statutory rules on jurisdiction apply.