General Terms and Conditions of Cooperation

of AllRide GmbH for the "Jobticket+"

This English translation is provided for convenience only. In case of doubt or discrepancy, the legally binding German version shall prevail.

Version: 3.0

As of: July 2026

1. General Provisions and Scope

1.1 These General Terms and Conditions of Cooperation ("Conditions") govern the use of the "Jobticket+" program of AllRide GmbH ("AllRide") by companies ("Corporate Customers"). Jobticket+ is based on the Deutschlandticket and other mobility services and constitutes a comprehensive mobility offering as well as a software solution for the management of job tickets and other mobility offers for companies wishing to provide their employees with a discounted ticket for the use of local public transport.

1.2 The offer is aimed exclusively at companies registered in Germany that have a registered corporate account with AllRide. Booking and management are carried out via the "Jobticket+" platform of TicketPlus+ (https://www.ticket-plus.app/jobticket-fuer-unternehmen), a service provided by AllRide GmbH.

1.3 These Conditions constitute the conclusion of a contract between AllRide and the Corporate Customer and are accepted through the use of the platform. Deviating terms and conditions of the Corporate Customer shall not be recognized unless AllRide has expressly agreed to them in writing.

2. Conclusion of Contract and Registration

2.1 To use Jobticket+, the Corporate Customer must register an account with AllRide and provide the required company data.

2.2 The Corporate Customer applies for participation in Jobticket+ through a binding registration via the platform. The acceptance of the application is effected by a confirmation email from AllRide and the confirmation of the Corporate Customer's email. The contract is only concluded upon receipt of this confirmation and the confirmation of the Corporate Customer's email.

2.3 The Corporate Customer undertakes to keep all provided company data accurate and up to date.

2.4 Registration on the AllRide platform is free of charge. Costs are only incurred by Corporate Customers upon the initial issuance of a Jobticket+.

2.5 The contract for the purchase of a Jobticket subscription is concluded with the respective Customer Contractual Partner ("Kundenvertragspartner" or "KVP") responsible for the customer. The determination and assignment of the respective responsible KVP are carried out automatically by the system based on the postal code of the respective end consumer (employee) under strict application of the respective legally applicable tariff regulations.

2.6 All employees who are in an employment relationship with the employer company are eligible to receive a Jobticket. The eligibility of the customers is verified upon the initial conclusion of the Jobticket contract (new customers) and thereafter on an ongoing monthly basis (existing customers) in coordination with the respective employer company in accordance with the following paragraphs.

2.7 The Jobticket subscription offered in the online shop does not constitute a binding offer within the meaning of Sec. 145 et seq. of the German Civil Code (Bürgerliches Gesetzbuch - "BGB"); rather, it is an invitation to the customer to submit a binding, fee-based order or a binding offer to conclude a Jobticket subscription. The contract for the subscription is only concluded upon the acceptance/confirmation of the order by AllRide, acting as a representative of the KVP, and upon the occurrence of the condition precedent specified in the following paragraphs. By selecting the button "Order with obligation to pay" ("Zahlungspflichtig bestellen"), "Buy now" ("Jetzt kaufen"), "Add employee" ("Mitarbeiter hinzufügen"), or a comparable unambiguous confirmation, the customer places a binding, fee-based order (binding offer) for the Jobticket subscription.

2.8 The Jobticket subscription can be ordered by selecting the start dates and the stored personal data as well as payment data. The 1st of a month can be selected as the respective start date. A start date exactly on the 1st of the month requires, solely prior to the initial order in the first contract month, that the corresponding order has been received in the online shop by the 25th of the respective preceding month. From the second contract month onwards, orders can be placed at any time and with immediate effect (without lead time) even for the current month; in this case, the costs arise immediately upon execution of the order.

2.9 The conclusion of the Jobticket contract is effected by returning a confirmation via the selected delivery channel (here email) as an order confirmation. This email order confirmation is sent exclusively to the respective employee. Instead, the administrator of the Corporate Customer (Admin) receives immediate visual feedback in the corporate dashboard regarding the status of the order (e.g., display of whether the ticket is successfully scheduled or already active).

2.10 An order of the Jobticket by the customer for the 1st of a month must be received via the AllRide platform in the corporate dashboard by the 25th of the preceding month, exclusively in the initial first month. From the second month onwards, the company is authorized to issue tickets for employees in real-time (within a few seconds) even during the current month, whereby the corresponding costs become due immediately. The company is responsible for the accuracy of the employee list and confirms the approval of the orders directly in the corporate dashboard. Customers approved by the company subsequently receive the right to travel in accordance with the applicable tariff regulations. A corresponding verification of eligibility is carried out continuously on a monthly basis for existing customers directly in the corporate dashboard.

2.11 Changes or the pausing of an employee's subscription can be made by the administrator of the Corporate Customer or alternatively by the employee themselves via the app no later than 11:59 p.m. on the last day of the current month with effect for the following month.

Exception: According to the statutory tariff regulations, a deviation applies for the first month of use: If an employee has initially activated their ticket after the 10th day of the preceding month, termination by this employee is mandatorily possible only after the expiration of the second active month.

Power of Attorney for the Implementation of the Pausing Function: Since the Deutschlandticket is subject to specific termination notice periods under tariff law, the Corporate Customer expressly grants AllRide the power of attorney to conclude and/or terminate the Deutschlandticket on behalf of the Corporate Customer for all employees at any time. For the technical and administrative implementation of the pausing function, AllRide reserves the right to terminate the Deutschlandticket monthly on behalf of the customer and, if necessary, to conclude it anew in order to enable the Corporate Customer to pause flexibly in accordance with the tariff regulations. The final termination of a Deutschlandticket for the following month is possible until the 10th of each month at the latest, while the system-side pausing of the subscription (using the aforementioned power of attorney by AllRide) remains permissible until 11:59 p.m. on the last day of the current month.

3. Scope of Services and Choice of Financing Model

3.1 AllRide provides the participating employees of the Corporate Customer with the Deutschlandticket in digital form via the TicketPlus+ platform or via the TicketPlus+ app. The Deutschlandticket entitles the holder to use local public transport in Germany in accordance with the respectively applicable tariff regulations (currently available in the download area of the online shop, in the app) for the Deutschlandticket and the General Terms and Conditions of AllRide GmbH. Tariff changes automatically become part of the respective subscription contract. Compensations or refunds in the event of delays or cancellations are made in accordance with the respective regulations of the transport companies.

3.2 The issuance of the Deutschlandticket takes place as a personalized digital ticket that can be accessed via the AllRide app or a partner platform. After registration, employees receive a confirmation and access to the ticket, which may only be used by the authorized person.

3.3 The Deutschlandticket within the framework of Jobticket+ is intended exclusively for business and private journeys of the employee. Passing on or transferring the ticket to third parties is prohibited. Violations of these provisions may lead to the blocking of the ticket or termination of participation.

3.4 Financing models: Within the scope of the setup, the Corporate Customer opts for one of the following models for cost assumption and processing. The respective model can be chosen individually for each employee prior to the activation of the ticket:

Model A: 100% Subsidy (Tax-free salary increase): The Corporate Customer bears the entire costs of the ticket as well as the applicable service fee. Billing is carried out entirely against the Corporate Customer. The employee makes no co-payment. (Note: This model aims at tax exemption pursuant to Sec. 3 No. 15 of the German Income Tax Act (Einkommensteuergesetz - "EStG")).
Model B: Salary Sacrifice / Deferred Compensation (Potentially free of charge for the company & tax-optimized): To this end, the Corporate Customer concludes a legally binding supplementary agreement to the existing employment contract with the employee comprehensively via the Jobticket+ software, to reduce the gross salary by the amount of the regular ticket price. The Corporate Customer pays the flat-rate wage tax (pursuant to Sec. 40 para. 2 sentence 2 no. 1 or alternatively Sec. 40 para. 2 sentence 2 no. 2 EStG). The billing of the ticket costs and service fees is carried out against the Corporate Customer, who economically compensates for these through the salary reduction and social security savings.
Model C: Split-Pay (Cashflow optimized): The costs are shared between the Corporate Customer and the employee. The Corporate Customer commits to paying a minimum subsidy per ticket and month in accordance with statutory requirements to obtain the major customer discount (at least 25% of the issue price, if required). The remaining amount is borne by the employee.
- The company's share and the service fee are invoiced to the Corporate Customer.
- The employee's own contribution is either collected directly from the employee or invoiced to the Corporate Customer, who retains it in the payroll deduction procedure (depending on the technical setting in the dashboard).

3.5 The Deutschlandticket is a subscription and is renewed monthly unless it is paused or terminated in due time by the Corporate Customer or the employee.

3.6 A claim to the use of the services available via the AllRide platform and the online shop exists only within the framework of AllRide's technical and operational capabilities. AllRide endeavors to ensure the uninterrupted usability of the offered services as far as possible. However, temporary restrictions or interruptions may occur due to technical malfunctions (e.g., interruption of the power supply, hardware and software errors, technical problems in the data lines).

3.7 AllRide is entitled at any time to change services provided free of charge on the AllRide platform and in the online shop, to make new services available free of charge or for a fee, and to cease the provision of free services. In doing so, AllRide will take the legitimate interests of the customer into consideration.

4. Costs, Billing, and Payment

4.1 Pricing and Fee Adjustment The pricing of Jobticket+ consists of the respectively valid price of the Deutschlandticket (minus any statutory discounts, e.g., 5% business customer discount) as well as a service/administration fee charged by AllRide. The exact composition and the modular structure of the service fees result conclusively from the price list (Appendix 1) in its currently valid version. Insofar as price adjustments are based solely on the mere passing on of tariff or statutory increases by third parties (e.g., an increase in the Deutschlandticket price by the federal/state governments), these become effective immediately without the need for a prior notice period or consent. For adjustments to AllRide's own service fees, only the legally required minimum notice period in text form applies; the Corporate Customer's consent is deemed to have been granted if they do not object without undue delay after receipt of the notification.

4.2 Regular Billing Cycle and Payment Terms

4.2.1 Regular Billing Cycle: Deviating from the security deposit due in advance (see Section 4.3), the regular, final, and consolidated billing for all Jobtickets issued and active in the respective current month, as well as the accumulated service fees, takes place. Invoicing and the due date for this shall always occur from the 25th of the current month (performance month).

4.2.2 Payment Modalities of the SEPA Direct Debit Scheme: To mandate a SEPA direct debit, company and representative data as well as a German, Austrian, or Swiss bank account connection are required for the unambiguous assignment of a payment. Upon completing the order, the Corporate Customer grants the authorization to collect payments from their specified account via SEPA direct debit. At the same time, they instruct their payment service provider to honor the direct debits drawn on their account.

4.2.3 Payment Terms and Blocking Mechanisms: The payment of the security deposit as well as the regular billing amounts is made standardly and predominantly via SEPA B2B direct debit (SEPA-Firmenlastschrift). Payment by bank transfer is only permissible in exceptional cases following an explicit application by the Corporate Customer and an explicit approval at AllRide's free discretion. To minimize the risk of default, the following provisos apply strictly:

a) Payment by SEPA Direct Debit: If the collection of receivables via SEPA direct debit fails (so-called returned direct debit or chargeback) – regardless of whether this occurs due to insufficient funds, expiry of the mandate, technical problems at the customer's bank, or an unjustified objection – default occurs immediately. This leads to an immediate and automatic blocking of the Corporate Customer's account as well as the immediate withdrawal of the travel authorization (blocking) for all Jobtickets of the employees linked to it.
b) Payment by Bank Transfer: If payment is made by bank transfer after explicit approval by AllRide, a strict payment target of 15 calendar days from the invoice date (Sec. 286 para. 2 no. 1 BGB) generally applies, unless AllRide has manually and expressly approved a deviating individual payment target. If AllRide does not record full receipt of payment after the expiry of the applicable deadline, this also leads to an immediate and automatic blocking of the Corporate Customer's account and all issued Jobtickets of the employees.

4.3 Security Deposit (Kaution)

4.3.1 Fundamental Obligation and Exclusion of Consumer Protection Rights: To secure all present and future payment claims of AllRide arising from this contractual relationship, the Corporate Customer is obligated to provide a security deposit after account opening and mandatorily before the issuance of the first ticket. Exclusion of consumer protection rights: As the present case involves a mutual commercial transaction (B2B contractual relationship), it is mutually agreed that the security deposit shall neither accrue interest by AllRide nor require a seizure- or insolvency-proof separate custody from the rest of the company assets. The application of Sec. 232 et seq. BGB is hereby expressly and fully waived.

4.3.2 Special Provisions for the Initial Collection for New Customers: When creating a new customer account (so-called new customers for whom no security deposit has been booked so far), the full provision of the security deposit constitutes the mandatory condition precedent for the commencement of service provision. The initial security deposit to be paid is calculated exactly from the number of tickets planned in the system multiplied by the currently valid gross unit price of the Jobticket on the reference date (26th calendar day of the month preceding the start of service). This deposit amount is collected by the system on the stated reference date via SEPA B2B direct debit. For strict risk minimization, the customer account remains unrestrictedly blocked for any ticket issuances and activations for employees (security lock) as long as the full receipt of payment of the security deposit has not been finally and irrevocably booked at AllRide. If the account opening falls on a date after the 26th of the preceding month, the account opening and service provision can only take place on the 1st of the following month. If the direct debit collection fails, the customer account will be blocked immediately and will strictly remain in this status until full payment has been received.

4.3.3 Deposit Dynamics and Obligation to Make Additional Contributions for Existing Customers: AllRide is entitled to variably adjust the deposit amount and to collect it in multiple tranches (multiple collection), in particular if (a) AllRide manually increases the defined minimum deposit for the Corporate Customer and the previous balance falls below this value, or (b) the contractual risk of default exceeds a dynamically calculated threshold. This case occurs in a legally binding manner as soon as the cumulative number of currently active as well as system-binding planned tickets increases in relation to the maximum total number of employees bindingly declared by the Corporate Customer in the system in such a way that the total financial exposure to be secured – calculated as the product of the determined number of tickets and the currently valid gross unit price of the Jobticket – is no longer sufficiently covered by the previous deposit amount according to AllRide's dynamic risk assessment. Furthermore, as an absolute limitation: The system-side generation and issuance of further tickets is strictly excluded technically and legally if the total number of tickets would exceed the maximum total number of employees bindingly declared by the Corporate Customer. AllRide reserves the right, at its own discretion, to waive the collection of a deposit wholly or partially in exceptional cases. Obligation to make additional contributions (Nachschusspflicht): AllRide continuously checks the risk covered by the deposit on the system side. If there are subsequent increases in the number of active and system-planned tickets, an immediate obligation to make additional contributions arises to adjust the deposit sum to the increased exposure. The authoritative threshold values for this adjustment are determined dynamically based on the individual ticket penetration and the size of the company. As soon as the contractual volume exceeds such a threshold value – or if AllRide legitimately adjusts the customer's risk profile otherwise – a margin call (additional contribution demand) is triggered. The exact difference amount to the already deposited security will automatically be collected on the 26th of the current month in this case.

4.3.4 Refund: Following the orderly termination of the contractual relationship, complete closure of the customer account, and offsetting against any outstanding claims, the remaining security deposit will be refunded to the Corporate Customer within a period of 14 days.

4.4 Default of Payment and Debt Collection: AllRide is entitled to initiate debt collection measures in the event of default of payment by the Corporate Customer. The full costs for this as well as any fees for returned direct debits shall be borne by the Corporate Customer. Any right of the customer to have blocked accounts unlocked only exists after full settlement of all outstanding balances, including incurred dunning and returned direct debit fees.

4.5 Insolvency and Deterioration of Assets: In the event of a material deterioration of the Corporate Customer's assets, in particular upon filing for the opening of insolvency proceedings over the assets of the Corporate Customer, inability to pay, or imminent inability to pay, AllRide is entitled to withhold any contractual services with immediate effect (defense of uncertainty pursuant to Sec. 321 BGB), to block running tickets, and to stop ticket issuances not yet executed. If the Corporate Customer is in default of payment at the time the insolvency application is filed, AllRide is entitled to extraordinary termination without notice. All existing claims of AllRide shall be offset immediately against the paid deposit sum in the event of insolvency (Sec. 94 of the German Insolvency Code - InsO). Any right of segregation or separate satisfaction (Aussonderungs- oder Absonderungsrecht) of the Corporate Customer or the insolvency administrator regarding the non-fiduciary held deposit is fully excluded by legal transaction, to the extent legally permissible. AllRide bears no risk whatsoever arising from an insolvency-specific contestation for remunerations collected in accordance with the contract.

5. Term, Termination, and Pausing

5.1 The contract is concluded for an indefinite period. Termination is always possible until the 10th of a month to the end of the month.

5.2 The Corporate Customer may end the participation of individual employees by the 10th of a month for the following month through a termination of the employee.

5.3 Pausing and Changes: Changes or the pausing of an employee's subscription can be made by the administrator of the Corporate Customer or alternatively by the employee themselves via the app no later than 11:59 p.m. on the last day of the current month with effect for the following month via the dashboard. Regarding the exception rule for the first month and the granting of power of attorney to AllRide for the technical implementation of termination and new conclusion for the purpose of pausing, full reference is made to the provisions in Section 2.11 of these GTC, which hereby become an integral part of this section.

6. Liability and Warranty

6.1 AllRide is not liable for delays, cancellations, or other performance disruptions of the public transport companies. Compensations are governed by the conditions of carriage of the transport companies.

6.2 Exclusion of Liability for Physical Transport: AllRide merely acts as the provider of the Software-as-a-Service (SaaS) platform for the brokerage and management of the tickets. AllRide never becomes a contracting party to the actual contract of carriage itself. Any liability of AllRide for events related to the physical transport service – expressly including delays, train cancellations, train accidents, personal injury, property damage, or financial losses in public transport as well as acts or omissions of the transport companies – is fully, absolutely, and without exception excluded. For its own contractual duties concerning software provision, AllRide's liability is limited to intent and gross negligence; this does not apply to damages arising from injury to life, body, or health, as well as to the breach of material contractual obligations (cardinal duties), provided these directly result from the use of the software.

6.3 Special, Comprehensive Exclusion of Liability for Tax Models (esp. Salary Sacrifice): AllRide provides the Corporate Customer with information, sample documents, and platform functions to map the models mentioned in Section 3.4 (in particular Model B "Salary Sacrifice / Deferred Compensation"). These merely serve as non-binding technical support and expressly do not constitute tax, social security law, or legal advice. The Corporate Customer bears the sole, comprehensive responsibility and the sole risk for the correct wage tax, labor law, and social security law assessment, booking, and deduction of contributions in their payroll accounting. AllRide absolutely and without exception excludes any liability, warranty, or recourse for damages, disadvantages, subsequent tax payments, penalties, or other financial losses incurred by the Corporate Customer or their employees resulting from the fact that:

a) the internal booking in the company of the Corporate Customer is executed incorrectly,
b) the actual savings deviate from the values presented in sample calculations or promotional materials (as these are based on flat-rate assumptions, tax classes, and contribution assessment ceilings),
c) the legal, collective bargaining, or factual prerequisites for the applicability of the tax exemption or flat-rate taxation (e.g., Sec. 3 No. 15 EStG, Sec. 40 para. 2 EStG) are not met in a specific individual case or are assessed differently by tax authorities. The Corporate Customer shall irrevocably and upon first demand indemnify AllRide in full against all claims of third parties in this respect (expressly including any recourse claims from tax offices, social security institutions, or employees).

6.4 Exclusion of Liability for Software Availability and Technical Errors: AllRide provides the software (SaaS platform) as well as the purely technical brokerage and generation of tickets with customary industry care. An uninterrupted or 100% availability of the platform is expressly not owed. AllRide fully excludes any liability, to the extent permitted by law, for damages, financial losses, lost profit, or other financial disadvantages incurred by the Corporate Customer or their employees due to (a) temporary non-availability (downtime) of the software or infrastructure, (b) incorrect, delayed, or omitted displays in the system, the dashboard, or the app, and (c) incorrect, delayed, or technically failed ticket issuances or cancellations. This exclusion of liability applies without distinction to all contractual, quasi-contractual, and non-contractual claims. Excluded from this liability exclusion are only mandatory statutory liability cases, namely damages resulting from injury to life, body, or health based on a negligent breach of duty by AllRide or an intentional or negligent breach of duty by a legal representative or vicarious agent, as well as other damages based on a grossly negligent or intentional breach of duty. In the event of a breach of material contractual obligations (cardinal duties), AllRide shall only be liable in the event of simple negligence, limited to the contract-typical, reasonably foreseeable damage.

6.5 Exclusion of Liability for API Integrations (HRIS Interface): Insofar as AllRide provides the Corporate Customer with a programming interface (API) for connecting corporate or third-party HR management systems (HRIS), the use, implementation, and ongoing maintenance of this interface is at the sole risk of the Corporate Customer. AllRide provides the API strictly "as is" and expressly assumes no warranty or liability for error-free, uninterrupted, or timely data transmission, technical compatibility with the specific systems of the Corporate Customer, or for any data loss, data corruption, or IT security vulnerabilities resulting from the use of the interface, faulty endpoint configurations, or inadequate security measures on the part of the Corporate Customer. The Corporate Customer is solely responsible for the correct content-related and technical mapping of the data, the security of their own networks and systems, and the continuous verification of the synchronized information. Any liability of AllRide for direct or indirect damages, business interruptions, additional expenses, or data privacy incidents arising from the use, misconfiguration, incompatibility, or future, even unannounced version changes of the API (deprecation) is absolutely and without exception excluded to the maximum extent permitted by law.

6.6 Exclusion of Liability for the Payroll Export: The function provided via the platform for exporting billing-relevant data (Payroll Export) serves exclusively to non-bindingly facilitate work for the Corporate Customer. AllRide assumes no liability or warranty for the technical compatibility of the generated export format with the specific payroll system used individually by the Corporate Customer (e.g., DATEV or comparable third-party tools), nor for the error-free readability, processing, or factually correct interpretation of the data in the target system. It is fully and exclusively the sole duty of care of the Corporate Customer to verify the data records exported from the Jobticket portal for completeness, material accuracy, and correctness in terms of wage tax and social security law prior to the final import into their payroll system. Under no circumstances shall AllRide be liable for damages, disadvantages, or additional expenses incurred by the Corporate Customer, their employees, or third parties due to faulty import processes, deviating data formats, system-side calculation errors in the third-party system, incorrect payroll accounting, unjustified deductions or payouts, and any resulting tax, labor law, or social security consequences. Any liability for direct or indirect consequences arising from faulty payroll runs is hereby fully excluded.

7. Data Protection

7.1 AllRide processes the personal data of the participating employees in accordance with the General Data Protection Regulation (GDPR).

7.2 Further information on data processing is available in the Privacy Policy of AllRide.

8. Final Provisions

8.1 The laws of the Federal Republic of Germany shall apply. The place of jurisdiction is Berlin.

8.2 Changes to these Conditions will be announced to the Corporate Customer in text form, in particular by email or via the customer portal, with a notice period of two weeks. If the Corporate Customer does not object within this period, the changes are deemed accepted.

8.3 By registering on the AllRide platform, the Corporate Customer grants AllRide the right to integrate and display the logo and name of the Corporate Customer for reference purposes on the AllRide website and the TicketPlus+ platform.

8.4 Any further marketing and advertising measures going beyond the mere use of the logo on the website require the prior consent of the Corporate Customer.

Annex 1: Administrative Fees for Jobticket+

The administrative fees for Jobticket+ are modularly structured and graduated as follows:

Function	Monthly administrative fee per employee (active and/or paused)	Legal service description & limitation of liability (scope of the fee)
Basic Service Fee (required)	1€ / employee / month	Compensation for the provision, maintenance, and ongoing administrative management of the basic SaaS infrastructure as well as the full technical ticket processing including system support, independent of the actual use by the user.
HR integration via API interface	1€ / employee / month	Fee for the provision, maintenance, and guarantee of the permanent functional capability of the bidirectional interface (API) for connecting the company's own HR management systems for the purpose of automated data exchange, excluding any implementation-related third-party costs.
Payroll Integration (e.g., DATEV)	1€ / employee / month	Fee for the technical provision, ongoing maintenance, and compatibility assurance of the export interfaces to payroll systems (e.g., DATEV) for the purpose of automated transmission of billing-relevant data for processing under wage tax and social security law.
Multi-Company Integration	1€ / employee / month	Usage fee for the activation, provision, and administrative management of multi-client capability within the platform for the consolidated control and billing of affiliated companies (§§ 15 ff. AktG) or legally independent permanent establishments under a central dashboard.

Note: The monthly administrative fee per employee is charged regardless of the status of the employee (paused or active). Exemption from these costs is possible only by deleting the employee.