General Terms and Conditions

1.1 These General Terms and Conditions ("GTC") apply to all contracts, deliveries and services between itereon GmbH, commercial register no. FN 681324y of the Vienna Commercial Court, seated in Vienna, business address Arsenalstraße 11, 1030 Vienna ("contractor" or "AN"), and its clients ("client" or "AG"). 1.2 These GTC apply exclusively to entrepreneurs within the meaning of § 1 UGB and to legal entities under public law. They do not apply to consumers within the meaning of the Austrian Consumer Protection Act (KSchG). 1.3 Terms of business or purchasing conditions of the client that conflict with or deviate from these GTC are not recognised and do not become part of the contract, unless the contractor has expressly agreed to their validity in writing in the individual case. This requirement of consent also applies where the contractor performs the service without reservation while aware of conflicting conditions. 1.4 These GTC also apply to all future transactions between the parties, even if they are not expressly referred to in the individual case. The version applicable at the time the contract is concluded shall apply in each case. 1.5 Offers by the contractor are non-binding and subject to change. A contract is only concluded upon the contractor's written order confirmation or by actual commencement of the services and is binding only to the extent stated in the order confirmation. Acts of contract performance by the contractor do not constitute consent to deviating contractual terms.

2.1 The type and scope of services result from the respective offer, the order confirmation, the agreed service description or the respective Service Level Agreement (SLA). There are no verbal side agreements; amendments and additions require written form. 2.2 The contractor is entitled to use suitable subcontractors and other third parties to perform the services. Companies affiliated with the contractor and subcontractors engaged by it are not deemed to be third parties within the meaning of the confidentiality and loyalty provisions. 2.3 Both parties may at any time request changes or additions to the agreed scope of services ("Change Request"). A Change Request must contain a precise description of the requested change, its reasons and an assessment of the impact on schedule and costs. A change only becomes binding upon mutual written consent. Until agreement is reached, work continues on the basis of the existing scope of services. 2.4 Services that go beyond the agreed scope of services, as well as training, are remunerated separately according to actual personnel and material expenditure at the contractor's applicable rates. 2.5 Accessible design of services (in particular of websites and applications) within the meaning of the Disability Equality Act, the Web Accessibility Act (WZG) and the Accessibility Act (BaFG) is only owed if expressly and separately agreed. Otherwise, the client is responsible for checking the service for its legal admissibility.

3.1 The client provides the contractor with all information, data, documents, test and live data, access and resources required for the performance of the services in due time, in full and at its own expense, and supports the contractor to the extent necessary. Where services are provided on site, the client provides workplaces, infrastructure and the necessary resources free of charge. 3.2 The client appoints a competent contact person authorised to make decisions. The client is not entitled to issue instructions to the contractor's staff and is responsible for the accuracy and completeness of the information provided. 3.3 The client is responsible for regularly backing up its data in accordance with the state of the art and checks provided data for malware before handing it over. The client treats access data, passwords and logins confidentially. 3.4 If the client fails to meet its duties to cooperate in time or to the required extent, agreed deadlines are extended appropriately; the services rendered by the contractor are deemed to have been performed in conformity with the contract despite possible limitations. The client bears any resulting additional expenditure and costs at the applicable rates.

4.1 All prices are in euros plus the applicable statutory VAT and apply ex the contractor's place of business. Costs for data carriers, documentation, contract fees as well as travel, accommodation and travel time are, unless otherwise agreed, charged separately at the applicable rates. Travel time counts as working time. 4.2 For services, the work effort is charged at the rates valid on the day of performance. For standard products, the list prices valid on the day of delivery apply. 4.3 All prices and recurring charges are index-linked. The Austrian Consumer Price Index 2020 (CPI 2020) published by Statistics Austria, or an index replacing it, serves as the measure for calculating value stability; the starting point is the index figure published for the month in which the contract is concluded. For recurring service charges, the contractor is additionally entitled to adjust charges in line with changes to the relevant collective agreement (IT collective agreement). 4.4 The contractor is entitled to increase lump-sum charges accordingly in the event of increases in wage, material or other costs arising after conclusion of the contract. Increases of up to 10% per year are deemed to be accepted in advance by the client.

5.1 Unless otherwise agreed, the contractor's invoices are due for payment within 14 days of receipt of the invoice without any deduction and free of charges. One-off remunerations are invoiced after performance, recurring remunerations quarterly in advance. Partial and advance invoices are permitted. 5.2 Objections to an invoice must be raised in writing within 14 days of receipt of the invoice; otherwise the invoice is deemed to be accepted. 5.3 In the event of default, statutory default interest for B2B transactions pursuant to § 456 UGB as well as all costs necessary for appropriate legal action (in particular reminder and collection costs) are charged. If the default exceeds 14 days, the contractor is entitled to suspend all services, withhold ongoing work and demand immediate payment for services already rendered irrespective of agreed payment terms. 5.4 The client is not entitled to withhold payments due to incomplete overall delivery, warranty or guarantee claims or other complaints. The client may only offset against counterclaims recognised by the contractor or established by a final court decision; the client has no right of retention. 5.5 The contractor is entitled to make the provision of services dependent on reasonable down payments or other securities.

6.1 The contractor endeavours to meet agreed deadlines as precisely as possible. Binding deadlines require an express written agreement. Deadlines presuppose that the client fulfils its duties to cooperate in time and in full. 6.2 Delivery delays and additional costs attributable to incorrect, incomplete or subsequently changed information provided by the client are not the responsibility of the contractor and do not constitute default. 6.3 For orders comprising several units, the contractor is entitled to make partial deliveries and issue partial invoices.

7.1 Insofar as work performances (in particular individually created software) are owed, the client must inspect and accept the service no later than four weeks after delivery on the basis of the agreed service description. Acceptance is confirmed in a record. 7.2 If the client allows the acceptance period to lapse without acceptance, the service is deemed accepted upon expiry of the period. In the event of use in live operation, the service is deemed accepted in any case. Acceptance may not be refused on account of insignificant defects.

8.1 The contractor warrants that its services fulfil the functions described in the respective service description or documentation, provided they are used under the contractually intended operating conditions. 8.2 The warranty period is reduced by mutual agreement to six (6) months from handover or acceptance. Warranty claims become time-barred one (1) month after the end of the warranty period in any case. The possibility of raising a defence against the remuneration claim within the meaning of § 933(3) ABGB is excluded. 8.3 The presumption of defectiveness pursuant to § 924 ABGB (reversal of the burden of proof) is excluded. The client must prove the existence of a defect and its presence at handover. Defects must be reported in writing within the period of § 377 UGB, sufficiently documented and reproducible. 8.4 In the event of a warranty claim, improvement (repair or replacement) takes precedence over price reduction or rescission in any case. The client enables the contractor to take all measures necessary for investigation and defect remedy. 8.5 No warranty exists for errors, malfunctions or damage attributable to improper operation, interventions or changes made by the client or third parties, modified operating system or hardware components, interfaces and parameters, unsuitable organisational resources or abnormal operating conditions. If services are modified by the client's own developers or by third parties, any warranty by the contractor for the affected service ceases to apply. 8.6 An obligation to provide updates pursuant to § 7 VGG in conjunction with § 1(3) VGG is excluded in full to the extent legally permissible. With respect to updates, only the separate agreements of the parties apply (see point 9).

9.1 The warranty under point 8 concerns exclusively defects that already existed at the time of handover or acceptance. The ongoing care, maintenance and further development of the services, in particular the correction of errors that only arise during ongoing operation, adaptations to changed system environments, statutory changes or third-party software, as well as the provision and installation of updates, is not the subject of the warranty. 9.2 The contractor owes such ongoing services only on the basis of a separately concluded, paid maintenance or support contract (see Part II, Section C). If no maintenance contract exists, assistance, error diagnosis and error correction after expiry of the warranty period, as well as all services for which the client is responsible, are provided exclusively against separate billing at the applicable rates.

10.1 The contractor is liable for damage demonstrably caused by it only in cases of intent and gross negligence. Liability for slight negligence is excluded, except for personal injury. In the case of culpable personal injury, the contractor is liable without limitation in accordance with statutory provisions. 10.2 The contractor's liability is limited in amount to the net order value of the respective order. In the case of continuing obligations (in particular operating, maintenance and support contracts), the net annual fee agreed for the relevant contract year takes the place of the order value. This limitation does not apply in cases of intent or to personal injury. 10.3 Liability for indirect damage, consequential damage, loss of profit, loss of interest, costs of business interruption, loss of data and for third-party claims is excluded. 10.4 If data backup is expressly agreed as a service, liability for the loss of data is, by way of derogation from point 10.3, not excluded, but is limited for the restoration of data to a maximum of 10% of the order sum per damage event, but no more than EUR 15,000. 10.5 Claims for damages become time-barred in accordance with statutory provisions, but in any case within one year of knowledge of the damage and the party causing it. If the contractor uses third parties and warranty or liability claims arise against them, the contractor assigns these to the client, who must primarily pursue these third parties. 10.6 The contractor is not liable for disruptions to telecommunications and other infrastructure outside its area of responsibility.

11.1 All copyright, intellectual property and other protective rights as well as the know-how in the work results, programs, concepts and documents created by the contractor remain with the contractor. 11.2 After full payment of the agreed remuneration, the client receives a non-exclusive, non-transferable, non-sublicensable and, unless otherwise agreed, temporally unlimited right to use the contractual software within the contractually agreed scope for its own internal purposes. The client's involvement in the creation does not give rise to joint authorship. 11.3 If the granting of an exclusive right of use to individual software is agreed, § 40b UrhG applies mutatis mutandis; this does not apply to program components created and integrated by independent third parties. In this respect the respective licence terms apply. For third-party software products provided, the licence terms of the respective manufacturer take precedence. 11.4 Making copies for archiving and data backup purposes is permitted, provided that all copyright and ownership notices are transferred unchanged. The handover of source code and program documentation only takes place upon express agreement and requires full payment. 11.5 The contractor is entitled to use the project as a reference with a general description and naming the client, unless the client objects in writing for legitimate reasons.

12.1 Delivered goods, hardware and physical items remain the property of the contractor until full payment of all claims arising from the business relationship. The client is obliged to treat the goods subject to retention of title with care and to inform the contractor immediately of any access by third parties.

13.1 Both parties comply with the applicable data protection provisions, in particular the GDPR and the Austrian DSG. The privacy notice within the meaning of Art. 13 and 14 GDPR is attached to the contract or available via the contractor's website. 13.2 Insofar as the contractor processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. The client is responsible for the lawfulness of the data processing and for fulfilling the information and consent obligations.

14.1 Each party undertakes to treat confidentially all of the other party's operating and business secrets that become known to it in connection with the contract and not to make them accessible to third parties. The obligation does not apply to information that is generally known, was already known to the recipient without an obligation of confidentiality, was communicated by a third party without an obligation of confidentiality, was demonstrably developed independently, or must be disclosed on the basis of a final official or court decision. 14.2 Companies affiliated with the contractor and subcontractors engaged by it are not deemed to be third parties, provided they are subject to an equivalent confidentiality obligation in terms of content.

15.1 The parties undertake to act with mutual loyalty. During the term of the contract and for a period of twelve (12) months after the end of the contract, they refrain from soliciting or employing, including via third parties, employees of the respective other party who were involved in the realisation of the orders. 15.2 In the event of a breach, the offending party is obliged to pay liquidated damages amounting to one gross annual salary of the relevant employee. The assertion of any further damage remains unaffected.

16.1 Events of force majeure, such as war, terrorism, natural disasters, fire, strike, lockout, embargo, sovereign intervention, failure of power, telecommunications or data network infrastructure, pandemics or legislative changes affecting the service occurring after conclusion of the contract, release the affected party for their duration from the timely or proper fulfilment of its obligations; there is no breach of contract in this respect. Agreed deadlines are extended accordingly.

17.1 Contracts for one-off services end upon their complete performance. Continuing obligations (in particular operating, maintenance and support contracts) are, unless otherwise agreed, concluded for an indefinite period. The notice periods and minimum terms result from the special provisions of Part II or from the individual contract. 17.2 The right to extraordinary termination for cause remains reserved to both parties. Cause exists in particular if a party breaches material contractual obligations despite a written warning or if the service is prevented by force majeure for longer than six months. Terminations require written form. 17.3 Upon termination of the contract, the client returns all documents and documentation provided without delay. Upon request, the contractor supports the orderly hand-back of the services at the applicable hourly rates.

18.1 Austrian law applies exclusively, excluding the referral norms of private international law and the UN Convention on Contracts for the International Sale of Goods, even if the order is carried out abroad. 18.2 The court with subject-matter jurisdiction at the contractor's place of business (Vienna) is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship. 18.3 Amendments and additions to the contract as well as any departure from the written form requirement require written form. There are no verbal side agreements. 18.4 Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision. 18.5 In the event of disputes arising from this contract that cannot be settled amicably, the parties agree to attempt out-of-court dispute resolution involving registered mediators (ZivMediatG) with a focus on commercial mediation before initiating legal proceedings.

The following sections (A–D) apply in addition to Part I for the respective type of service rendered. In the event of conflicts, the provisions of this Part II take precedence over Part I. A.1 The subject matter may in particular include: the preparation of organisational concepts and analyses, the creation of individual software, the supply of standard (library) software, the acquisition of usage and work-use authorisations, assistance with commissioning as well as related services, including services in the field of artificial intelligence, machine learning and data science. A.2 The basis for the creation of individual software is the written service description, which the client must check for accuracy and completeness and confirm with its sign-off. Subsequent change requests may lead to separate scheduling and price agreements (Change Request, Part I point 2.3). A.3 For services in the field of artificial intelligence and machine learning, the contractor points out that the results of such systems are probabilistic in nature. A particular accuracy, completeness, reproducibility or suitability of the results for a specific purpose is not owed unless expressly agreed. The client is itself responsible for the professional review and responsible use of the results. The client bears responsibility for the lawfulness of the training and input data provided and for compliance with applicable regulations (in particular the EU AI Act), unless expressly agreed otherwise. A.4 Part I point 7 applies to acceptance. System passwords for individually created services are only disclosed if no maintenance or support order exists for the affected component, all payment obligations are fulfilled and the client provides the contractor with a waiver of warranty for unauthorised interventions. A.5 If it turns out that performance in accordance with the service description is actually or legally impossible, the contractor notifies this without delay. If the impossibility is based on an omission or a subsequent change by the client, the contractor is entitled to withdraw; the costs and expenses incurred up to that point must be reimbursed. A.6 Cancellations by the client require the contractor's written consent. If the contractor consents, it is entitled to charge, in addition to the services rendered and costs incurred, a cancellation fee amounting to 30% of the not yet invoiced order value of the overall project.

B.1 The subject matter is the operation of hardware and software components, hosting, cloud and infrastructure services as well as the provision of Software-as-a-Service (SaaS). The exact scope of services, including availability, service hours, response and recovery times, results from the respective Service Level Agreement (SLA), which forms an integral part of the contract. B.2 Unless otherwise agreed, the contractor provides the services during its usual business hours as per the SLA. The contractor is entitled to change the facilities and technologies used to provide the services at its own discretion, provided no impairment of the services is to be expected. B.3 When software is provided as part of the operation, the client receives a non-exclusive, non-transferable right of use limited to the contract term in unchanged form. For third-party products provided, their licence terms take precedence. B.4 If the contractor provides storage space, the client is obliged not to store unlawful content, to check data for malware before storage and to additionally keep provided data in its own custody in such a way that it can be reconstructed at any time. B.5 If the contractor exceeds the recovery times specified in the SLA, it must pay the penalties agreed in the SLA. The penalties are capped at 20% of the total annual fee per year. The assertion of any further damage is excluded, except in cases of intent or gross negligence. Penalty-triggering exceedances must be reported to the contractor in writing without delay. B.6 Recurring remunerations are invoiced quarterly in advance. Operating contracts are concluded for an indefinite period and may be terminated in writing with a notice period of six (6) months, but at the earliest at the end of an agreed minimum term. At the end of the contract, the contractor supports the orderly hand-back of the services at the applicable hourly rates.

C.1 Support and maintenance services are provided in accordance with the agreed support class. The classes can be agreed individually or in combination: – Support class A, Information and hotline: information about new program versions and updates; consultation within the agreed hotline hours; archiving and provision of the contractual software. – Support class B, Update service: provision of the updates available from the manufacturer with error corrections, improvements and adaptations due to statutory changes, insofar as these do not require new program logic. – Support class C, Installation and on-site support: installation of updates as well as problem handling on site, insofar as a solution via hotline or remote support is not possible. C.2 An error to be handled exists if the software deviates reproducibly from the service description or documentation. Notices of defects must be submitted in writing; the client provides the system, data and diagnostic documents for test purposes free of charge. C.3 The maintenance/support contract does not cover, in particular: individual program adaptations and new programming; changes due to modified program logic; services as a result of operating system or hardware changes; the elimination of errors caused by the client or third parties; data conversions, data recovery and interface adaptations; as well as accessible design. Such services are billed separately. C.4 The agreed lump-sum charges are payable in advance for the respective calendar/partial year. Maintenance/support contracts may be terminated in writing with a notice period of three (3) months to the end of a calendar year, but at the earliest after expiry of the 36th contract month. If the software is demonstrably taken out of operation, the contract may be terminated early with a three-month notice period; the pro-rata portion of an annual lump sum paid in advance is refunded in this case.

D.1 For the sale, delivery and rental of hardware as well as software licences, the following provisions apply in addition. Shipping is at the client's cost and risk; insurance is only taken out at the client's request. D.2 Until full payment of all claims, the delivered goods remain the property of the contractor (retention of title pursuant to Part I point 12). Any manufacturer's guarantee remains unaffected; for third-party products, the warranty and guarantee conditions of the respective manufacturer take precedence. D.3 If products are provided to the client for use (rental), they remain the property of the contractor. The client must treat the products provided with care, protect them from unauthorised access and is liable for any damage for which it is responsible. Service and maintenance of products provided are agreed and billed separately.