Terms and Conditions & License Agreement

June 2026

GENERAL TERMS AND CONDITIONS for Businesses (B2B) Regarding the Use of the Learningsuite Online Platform

1. PREAMBLE
   
   1. LearningSuite FlexCo, FN 556105b, (the Contractor) has developed the LEARNINGSUITE platform (the Platform) and makes it available to its contractual partners as an online learning platform. The Platform enables the contractual partner to create, design, and publish courses and services (Content) for its users.
   2. The Contractor is neither a content provider nor an educational institution.

2. SCOPE
   
   1. These General Terms and Conditions (GTC) and Terms of Use (ToU) apply exclusively to all legal transactions and legal relationships with the Contractor, as well as to all services the Contractor provides to its contractual partners (Contractual Partners) in connection with the Platform. Any deviations from these terms are valid only if agreed upon in writing with the Contractor.
   2. The Contractor provides its services exclusively to contracting parties who are business entities (B2B) and not consumers. The Contractor expressly declares that it intends to enter into agreements solely on the basis of these exclusive GTC and ToU. The Contractor further notes that, insofar as individual services related to the Platform are provided by third parties, those third parties’ General Terms and Conditions shall also apply.
   3. General terms and conditions, contract forms, or other terms of service or sale from contracting parties — such as those cited in offers or other correspondence from the Contractual Partner — do not become part of the agreement with the Contractor, even if they are not expressly objected to, unless the Contractor has agreed to them in writing in advance. If, in individual cases, the validity of deviating agreements is agreed to in writing, such deviations shall apply exclusively to that specific business transaction and only to the respective contractual terms to which they relate.
   4. The currently valid version of these GTC and ToU can be viewed and accessed at any time online at https://learningsuite.io/legal/agb, where it is also available for download or can be provided upon request.
   5. Gender-specific terms used in these GTC apply equally to all genders.
   6. There are no oral side agreements.

3. CONCLUSION OF THE CONTRACT
   
   1. All information provided by the Contractor regarding the services offered to Contractual Partners or on the Contractor’s website is non-binding and subject to change.
   2. Binding offers made by the Contractor may only be accepted by the Contractual Partner within the respective offer period.
   3. Unless otherwise agreed in writing, the documents accompanying the Contractor’s descriptions of the respective services — such as service specifications, and so on — do not constitute specifically represented or warranted characteristics.
   4. Any offers made by the Contractor may be accepted only with respect to the entire service offered. If the Contractual Partner’s declaration of acceptance deviates from the Contractor’s offer, such deviating declaration of acceptance by the Contractual Partner constitutes a new offer that may be accepted by the Contractor.

4. GRANT OF RIGHTS
   
   1. Subject to and provided that the Contractual Partner strictly complies with these GTC, the ToU, and any other agreements entered into with the Contractor — and, in particular, but not limited to, pays the agreed-upon fees on their respective due dates — the Contractor grants the Contractual Partner a non-exclusive, simple right of use for the Platform, limited in duration to the term of these GTC but unlimited geographically, which is non-transferable and may not be sublicensed, and is restricted to the agreed number of users. Use may take place exclusively within the framework of statutory and contractual provisions (e.g., GTC, ToU).
   2. No further or additional rights with respect to the Platform are granted by this agreement. The Contractual Partner may not reverse-engineer, decompile, or disassemble the Platform’s software, unless permitted by mandatory statutory provisions.
   3. In the event of a violation of the intellectual property rights to the Platform or the underlying software by the Contractual Partner, the agreement and the right of use pursuant to Section 4.1 shall automatically terminate with immediate effect.

5. SCOPE OF SERVICES; RIGHT OF USE; SERVICE DEADLINES
   
   1. The Contractor shall provide the Contractual Partner and its contracting partners (Users) with an account for accessing the Platform via the internet for their use for the duration of the contractual relationship. The Platform is hosted in a data center. The software is offered as Software as a Service (“SaaS”).
   2. Through the Platform, the Contractual Partners have the right and the ability to create, design, and publish Content in the form of online courses and online services for their Users. This Content and this data are not accessible to the general public, but only to the closed group of Users authorized by the Contractual Partner. Each User accepts the ToU during the registration process on the Platform and each time they access Content.
   3. The fluidity or speed of the Platform’s use depends on the Contractual Partner’s or User’s available internet connection (e.g., available bandwidth, etc.) as well as on whether other Contractual Partners or Users are using the Platform at the same time.
   4. The Contractor shall perform the basic setup of the Contractual Partner’s account. Any training or consulting services related to the setup or operation of the Contractual Party’s account are not part of this agreement and, if required, must be agreed upon and compensated for separately on an optional basis.
   5. The handoff point for the use of the Platform or access to the account is defined as the router output of the data center used by the Contractor. The Contractual Partner’s internet connection, its maintenance, sufficient connection speed, and the required hardware and software specifications (this applies in particular to web browsers, which must be within the respective manufacturer’s support lifecycle, as well as the hardware required for their operation) are not covered by this agreement, and the Contractual Partner is responsible for ensuring these requirements are met.
   6. The Platform is available 24 hours a day, 7 days a week. The Contractor expressly does not guarantee a specific average annual availability. It will make reasonable efforts to ensure customary availability. However, the Contractual Partner or any User has no right to continuous or any other specific availability or freedom from disruptions of the Platform, and the Contractor makes no representation or warranty in this regard nor does it assume any liability for it.
   7. The Contractor is entitled to temporarily or permanently interrupt, restrict, or completely suspend access to and the operation of the Platform if this is necessary for maintenance work, updates, security, or system integrity.
   8. The Contractor expressly reserves the right to modify the scope of services.
      1. The Contractor will, to the extent practicable and possible, notify the Contractual Partner of technically necessary and security-related changes one week in advance and, to the extent practicable and possible, carry them out outside of normal business hours. The same applies to changes that (i) result from statutory or other provisions with normative effect or from court or regulatory orders, (ii) are exclusively or predominantly to the benefit of the Contractual Partner, or (iii) do not entail any significant restriction on the service or usability of the Platform for the Contractual Partner. The Contractual Partner has no right to object to these changes or to terminate the contractual relationship.
      2. Changes that significantly restrict the functionality or usability of the Platform for the Contractual Partner will be communicated to the Contractual Partner at least one week in advance. The Contractual Partner is entitled to object in writing within 14 days of receiving notice of the changes. In the event of an objection, the changes will not take effect for the respective Contractual Partner. However, the Contractor has the right to terminate the contractual relationship subject to a one-month notice period. The Contractual Partner is not entitled to damages or any other compensation as a result of the Contractor’s termination. In this case, the Contractual Partner is not obligated to pay the agreed-upon fee for the period following the termination of the contractual relationship. The Contractual Partner will receive a pro-rata refund of the fee for the period following the termination of the contractual relationship, provided that it was paid in advance.
      3. If the Contractor provides services or modules free of charge, it is entitled at any time to discontinue them immediately and without prior notice. The Contractual Partner shall not be entitled to any claim for reimbursement or damages as a result.
   9. Any services beyond those described in this section 5 are not covered by this agreement and, if required, must be agreed upon and compensated for on an optional or separate basis.
   10. The Contractor will adhere to any service deadlines to the extent possible. Unless expressly agreed to be binding, such deadlines are non-binding and are always to be understood as the estimated time of provision and delivery to the Contractual Partner.
   11. The Contractor is entitled to postpone agreed service deadlines or modify deadlines for the provision of services if compliance with them is rendered impossible or unreasonably difficult and the circumstance is beyond the Contractor’s control. This applies in particular to labor disputes, fire, war, strikes, pandemics, environmental disasters, etc. This also applies if such unforeseen obstacles and circumstances occur at subcontractors or vicarious agents.
   12. If circumstances for which the Contractor is not responsible prevent the Contractor from fulfilling all outstanding orders by the deadline (objective delay), the Contractor is not obligated to engage third-party services.
   13. The Contractor may, at its sole discretion, perform the service for the Contractual Partner in whole or in part itself; engage knowledgeable third parties as vicarious agents in whole or in part to perform the contractual services; and/or substitute such services in whole or in part (“Third-Party Services”). The engagement of third parties in connection with a third-party service shall be carried out either in the Contractor’s own name or in the name of the Contractual Partner. The Contractor shall select these third parties with due care and ensure that they possess the necessary professional qualifications. The Contractual Partner shall assume any obligations toward third parties that extend beyond the term of this agreement. This expressly applies even in the event of termination of the agreement with the Contractor for good cause.
   14. Through the Platform, each Contractual Partner is entitled, but not obligated, to select and activate certain AI applications offered by third-party providers (e.g., OpenAI, Anthropic, Google Cloud, Gemini), (the “3PP”) as an additional feature, such as in the form of chatbots (AI agent, AI concierge), for use by themselves and their Users (3PP AI Applications). The Contractual Partner is not permitted to select 3PP AI Applications if any of its Users are minors, and the Contractual Partner bears sole liability in this regard. The Contractual Partner expressly acknowledges that the Contractor does not verify the age of Users through technical verification measures.
       1. The Contractual Partner acknowledges that the respective 3PP provider remains the provider of the selected 3PP AI Applications; the Contractual Partner and its authorized Users must comply with the respective terms of use and other applicable guidelines of the 3PP and expressly acknowledge that these may be updated from time to time. The Contractor merely provides access via the Platform; the Contractor neither develops nor modifies the 3PP AI Applications, nor does it determine their intended purpose. According to the 3PP, no data from usage is passed on to the respective 3PP as training data.
       2. The Contractual Partner alone determines the intended purpose of the 3PP AI Applications it has selected for itself and its Users and is solely responsible for compliance with the specified intended purpose. The Contractual Partner expressly acknowledges that, based on its decision regarding (i) who is granted access to the Platform as a User, (ii) whether and which 3PP AI Applications are selected, and (iii) for what purposes they are used, it acts as a deployer pursuant to Article 3(4) of Regulation (EU) 2024/1689 (AI Act).
       3. They and each of their Users agree not to use the 3PP AI Applications in any manner that, under the AI Act, (i) constitutes one of the prohibited practices in the field of AI, (ii) is classified as a high-risk AI system, or (iii) constitutes a high-risk use.
       4. The Contractual Partner expressly acknowledges that, as a deployer, in the event of a breach of the obligation set forth in Section 5.14.3, (i) in the event of prohibited AI practices, the Contractual Partner faces particularly severe penalties (Art 5 in conjunction with Art 99 of the AI Act), and (ii) in the event of a high-risk use or classification as a high-risk AI system, the Contractual Partner is responsible for complying with the obligations set forth at under Art 26 of the AI Act. The Contractual Partner shall fully indemnify and hold harmless the Contractor, as well as its officers, employees, and agents, with respect to any use contrary to Section 5.14.3 by the Contractual Partner or any User authorized by it, including all third-party claims, regulatory actions and proceedings, and all costs and expenses, including reasonable attorneys’ fees. The Contractual Partner must immediately inform the Contractor in the event of regulatory inquiries, proceedings, or third-party claims in connection with a high-risk use and must provide the Contractor with the best possible support in defending against such claims. This does not affect, mutatis mutandis, the Contractor’s rights set forth in Section 6.10 regarding downgrading, suspension of access, or even termination of the agreement.

6. OBLIGATIONS OF THE CONTRACTUAL PARTNER
   
   1. The Contractual Partner shall support the Contractor in the performance of the contractual services to a reasonable extent at all times and to the best of its ability. The Contractual Partner shall make available to the Contractor, in a timely, complete, and ongoing manner, all information, documents, and data necessary for the respective performance of the services. The Contractual Partner must inform the Contractor of all circumstances relevant to the performance of the agreement, even if these become known only during the execution of the agreement. The Contractual Partner shall bear the costs incurred if work must be repeated or adapted by the Contractor as a result of the Contractual Partner’s incorrect, incomplete, or subsequently changed information.
   2. The Contractual Partner must ensure that it and its Users have a sufficiently fast and stable internet connection and, for the use of the Platform, a standard internet browser (an internet browser used by at least 1% of internet users) in its current version. The internet browser must have all updates installed and must support JavaScript. In the event that the Platform is used via a mobile application (app), the Contractual Partner must ensure that it and its Users access the Platform on a commonly used, commercially available mobile operating system. The minimum standard is an operating system officially offered and distributed by Google Inc. (Android) or Apple Inc. (iOS), in a version that is still supported by the respective manufacturer and receives security updates at the time of use.
   3. The Contractual Partner must keep the User accounts used by it or the Users, as well as their identification and authentication credentials, confidential; protect them from unauthorized third parties; and not disclose them to unauthorized users. Furthermore, when selecting identification and authentication credentials, the Contractual Partner and the Users must ensure that these meet the state of the art (e.g., password length and complexity). The Contractual Partner must contractually bind the respective Users to the obligations set forth in this section.
   4. The Contractual Partner is liable for the misuse or unauthorized use of identification and authentication credentials to the extent that such misuse or unauthorized use is attributable to it. The conduct of its Users is directly attributable to the Contractual Partner. Furthermore, if the Contractual Partner becomes aware of or should have become aware of any misuse or unauthorized use, it must suspend the User account and immediately notify the Contractor.
   5. The Platform or access to the Platform may not be licensed, sold, rented, transferred, or made available to third parties, other than Users, unless this has been expressly agreed to in writing.
   6. The Contractual Partner shall ensure that malfunctions are reported via the contact channels specified for technical support and that the information necessary to resolve the malfunction (customer number, problem description, etc.) is provided (see Section 7). The Contractual Partner must enable the resolution of malfunctions via remote maintenance and must provide the Contractor with appropriate support during scheduled maintenance work, in particular by providing all necessary information.
   7. Before transferring data and Content to the Platform, the Contractual Partner must scan them for viruses or malware. The transmission of infected data may result in urgent maintenance work and, consequently, in restrictions on availability and accessibility.
   8. The Contractual Partner may not use any software, techniques, or procedures in connection with the use of the Platform that are likely to impair the operation, security, or availability of the platform.
   9. When using the Platform, the Contractual Partner must comply with all applicable laws, adhere to the ToU, prevent any abuse of rights—in particular, but not exclusively, by its Users—and comply with recognized principles of data security and data protection to safeguard the Content and data uploaded to the Platform. The Contractual Partner is prohibited from uploading to the Platform any content or data that violates statutory or other provisions with normative effect, contravenes court or administrative orders, or infringes the rights of third parties.
   10. The Contractual Partner is solely responsible for all Content and data on the Platform. In the event of a violation of Section 6.9 or the ToU, the Contractual Partner shall be liable and shall indemnify the Contractor against any liability, costs (including, but not limited to, litigation costs), and penalties. In the event that the Contractual Partner reports unlawful content or data on the Platform to the Contractor, the Contractor retains the right to determine the unlawfulness of such content or data and to take further measures, including, but not limited to, downgrading, blocking access, or removing content and data, restricting the ability to provide content and data on the Platform in the future, up to and including the closure or suspension of User accounts or the termination of the agreement with the Contractual Partner.
   11. The Contractual Partner must fully impose upon its Users all obligations set forth in the GTC and the ToU that it is required to comply with in relation to the Platform, and shall be liable to the Contractor for all violations of these obligations by its Users as if they were its own violations, and shall fully indemnify and hold the Contractor harmless in this regard.

7. MAINTENANCE & SUPPORT
   
   1. The Contractor performs regular maintenance on the Platform. This maintenance is carried out with as little disruption to the Platform’s usability as possible. However, the Contractor has the right to restrict or interrupt access to and the operation of the Platform, either temporarily or permanently, if this is necessary for maintenance work.
   2. Support services provided by the Contractor within the usual scope for minor defects are included in the fees. Support is provided exclusively via chat or through the Help Center.
   3. Any defects that arise must be reported immediately, along with a detailed description of the problem (see Section 12.5). Reports to the support team must be submitted exclusively through the provided ticket system. If the Contractor does not have a ticket system, the defect report may be submitted via email. If the Contractor’s review in accordance with Section 12.3 reveals that a defect covered by the warranty exists, the Contractor shall proceed in accordance with the provisions in Section 12. If the defect is minor or attributable to the Contractual Partner, the following provisions of this Section 7 shall apply.
   4. The Contractual Partner shall provide the Contractor with reasonable support, in particular by making available all relevant information and settings, providing input and output data, and granting external access to the Contractual Partner’s data and systems. Support services exceeding the scope of Section 7.2 are subject to a fee, in particular—but not exclusively—in the cases described in Section 12.10 and in any event in the case of on-site visits by the Contractor’s employees or in the case of defects attributable to other circumstances beyond the Contractor’s control.
   5. If a defect cannot be remedied within the scope of support at a commercially reasonable cost, the contracting parties shall agree on how to proceed.
   6. The Contractor may, at its sole discretion, refuse to remedy any defects for which the Contractual Partner is responsible; in any case, the Contractor will bill the Contractual Partner for all support services it has provided in connection with such defects based on actual costs.

8. ACCESS BLOCK – REMOVAL OF CONTENT
   
   1. If a third party asserts claims against the Contractor regarding Content on the Platform for which the Contractual Partner or one of its Users is responsible, or if Content on the Platform attributable to the Contractual Partner violates these GTC or the ToU, the Contractor is entitled to block or remove the relevant data or Content.
   2. To the extent that the proper operation, security, or availability of the Platform is impaired by the Contractual Partner or its Users, or if the Contractual Partner or its Users violate the obligations set forth in these GTC or the ToU, the Contractor is entitled to temporarily or permanently block access for the Contractual Partner or the Users.

9. TERM AND TERMINATION OF THE AGREEMENT
   
   1. The contractual relationship is entered into for a fixed term of 12 months. The contractual relationship is automatically extended for an additional year unless it is terminated in writing 3 months prior to the expiration of the agreement.
   2. Both contracting parties reserve the right to terminate the contract for cause. In particular, but not exclusively, the Contractor is entitled to terminate the contract in writing with immediate effect (termination for cause) if
      • the Contractual Partner or any User attributable to it breaches a material obligation incumbent upon it under the GTC, the ToU, or the agreements in place with it, provided that the Contractual Partner has not remedied the breach after the Contractor has set a reasonable deadline in a written warning and has not compensated for the resulting damages;
      • the Contractual Partner has failed to remedy the default in payment after receiving a prior reminder from the Contractor setting a grace period, and the outstanding claim has remained unpaid for more than two months;
      • insolvency proceedings have been initiated against the Contractual Partner’s assets.
   3. Furthermore, a breach of the Sections 4.2, 4.3, 5.14.3, and 14.1 constitutes good cause for the Contractor to terminate the agrement immediately, without the need for a formal notice or waiting period.
   4. Notices of termination must be in writing to be valid. Use of the Platform covered by this agreement beyond the expiration of the notice period is not permitted.
   5. The Contractual Partner’s Content and data on the Platform will be stored for a period of six months following the termination of the agreement before being irrevocably deleted by the Contractor, unless the Contractual Partner requests immediate deletion in writing. In the event that a new agreement is entered into, the content may be reactivated within the aforementioned period.

10. PRICES
    
    1. The fee for using the Platform is generally billed annually. The currently valid prices are listed on the website and will be disclosed prior to the conclusion of the contract.
    2. The prices apply to the respective subscription (contractual relationship). Services requested that exceed the scope defined in the agreement (in particular additional or special services) will be billed separately.
    3. All prices are quoted in Euros. Unless otherwise expressly agreed in writing, price quotations are not to be understood as flat rates.
    4. Unless otherwise specified by the Contractor, all prices quoted are exclusive of all duties and taxes — in particular, exclusive of statutory value-added tax or applicable import duties — as well as exclusive of any shipping costs, travel expenses, and other fees. Any applicable duties, taxes, and shipping costs will be billed separately.
    5. The Contractor is entitled to adjust prices — unless otherwise agreed in writing — if, due to circumstances beyond the Contractor’s control, after the conclusion of the agreement
       • suppliers, service providers, or subcontractors change their (list) prices for materials necessary for the performance of the service or delivery; these changes may be passed on to the Contractual Partner in full;
       • wages and salaries have changed due to adjustments mandated by law or collective bargaining agreements, or operating costs, energy costs, transportation costs, or taxes applicable to the Contractor; the adjustment shall correspond to the extent of the cost increase incurred by the Contractor, but only to the extent that this results in increased costs for the Contractual Partner’s order.
    6. Price adjustments shall be communicated to the Contractual Partner by the Contractor via an individually addressed letter (or, if applicable, by email), stating the circumstances and reasons for the price increase, along with the resulting changes.
    7. To the extent that discounts and special rates are advertised on the Contractor’s website, these apply only to first-time bookings by new customers made during the promotional period for the minimum contract term. In the event of a contract renewal, the regular prices in effect at the time of renewal shall apply.
    8. Prior to the provision of services, the Contractual Partner must provide the Contractor with its value-added tax identification number (VAT ID number). If the Contractual Partner fails to provide the VAT ID number or provides an incorrect one, or if it misuses the VAT ID number, it shall be liable to the Contractor — without prejudice to any further claims — in particular for the payment of value-added tax at the statutory rate. If the Contractual Partner is not domiciled or habitually resident in the EU, it must provide the Contractor with proof of its business status by other means, and the Contractor expressly reserves the right to charge value-added tax separately in addition to the stated prices.
    9. If services commissioned are unilaterally modified or cancelled by the Contractual Partner, the Contractual Partner must compensate the Contractor for the services rendered up to that point in accordance with the agreement and reimburse all costs incurred. If such modification or cancellation is due to a breach of duty by the Contractual Partner, the Contractual Partner must additionally reimburse the Contractor for the entire fee agreed upon for this order (cancellation fee). Furthermore, the Contractual Partner shall fully indemnify and hold the Contractor harmless from any claims by third parties arising from such a change or cancellation of the commissioned services (e.g., subcontractors).

11. TERMS OF PAYMENT, INTEREST ON LATE PAYMENTS, PARTIAL INVOICES, LOSS OF DEADLINE
    
    1. The fee for using the Platform (subscription fee) is due for payment at the start of each billing period. When setting up access to the Platform, the Contractual Partner selects their preferred payment method. The Contractor reserves the right to determine which payment methods are available.
    2. Other fees charged by the Contractor are due upon issuance of the invoice, unless otherwise agreed in writing. The Contractor is entitled to immediately pass on all out-of-pocket expenses to the Contractual Partner.
    3. In the event of late payment by the Contractual Partner, the statutory default interest at the rate applicable to business transactions shall apply; it is expressly agreed that the Contractor is further entitled to charge the Contractual Partner 4% compound interest from the date of default.
    4. In the event of a delay in payment by the Contractual Partner, the Contractor is entitled to demand from the Contractual Partner, as compensation for any collection costs, EUR 40 per reminder, as well as the necessary costs of appropriate out-of-court collection measures (e.g., expenses, collection agency fees, attorney’s fees, etc.). This does not preclude the Contractor from asserting claims for further damages arising from the delay in payment.
    5. The Contractor is entitled to perform or provide any outstanding services only against advance payment or the provision of security as soon as circumstances become known that are likely to significantly impair the Contractual Partner’s creditworthiness and that appear to jeopardize the payment of the Contractor’s outstanding claims by the Contractual Partner.
    6. In the event of a delay in payment, the Contractor is entitled to invoice and declare immediately due all services and partial services rendered, including those provided under other contracts entered into with the Contractual Partner. In all other respects, Section 11.5 applies. Furthermore, the Contractor is entitled to withdraw from the agreement after setting a reasonable grace period. The Contractual Partner’s obligation to pay remains unaffected by this.
    7. If payment in installments has been agreed upon, the Contractor reserves the right, in the event of default on partial payments or ancillary claims, to demand immediate payment of the entire outstanding debt (loss of the right to demand installment payments).
    8. The Contractual Partner is not entitled to set off its own claims against the Contractor’s claims, unless the Contractual Partner’s claim has been acknowledged in writing by the Contractor or has been legally established by a court of law.
    9. Any benefits granted or agreed upon by the Contractor (rebates, discounts, cash discounts) shall lapse in their entirety for the entire order, even retroactively, in the event of any delay in payment.
    10. Any unlawful deductions from payment made by the Contractual Partner shall also result, retroactively, in the loss of the entire cash discount and all other price reductions for the entire order or partial services.
    11. For partial services, partial invoices are always permitted. The payment terms specified for the entire order apply equally to partial invoices.
    12. Invoicing and the transmission of invoices by electronic means shall be deemed agreed upon, provided that the Contractual Partner has provided the Contractor with its email address and has not objected to transmission via email. The Contractor is also entitled to send invoices by mail.

12. WARRANTY, NOTIFICATION OF DEFECTS, LIABILITY, EXCLUSIONS
    
    1. The Contractor warrants that it holds sufficient rights to the Platform and will maintain such rights throughout the term of the agreement in order to grant the Contractual Partner the rights of use to the Platform associated with the conclusion of the agreement.
    2. The Contractual Partner has had the opportunity to test the Platform, is aware of its functionalities, scope, and services, and expressly acknowledges the hardware and software system requirements necessary for using the Platform.
    3. A defect exists only if the actual functionality of the Platform deviates negatively from the agreed-upon functionality and (i) this significantly affects the use of the Platform with regard to core functionalities and (ii) the error is reproducible (Defect). Specific or warranted characteristics become part of the agreement only if they have been agreed upon in writing.
    4. No warranty is provided for minor deviations that go only slightly beyond the usual scope, and the Contractual Partner is not entitled to reject the service provided by , demand a price reduction, or seek rescission of the contract on the grounds of mistake or for any other reason.
    5. Notices of Defects must be submitted by the Contractual Partner to the Contractor immediately, no later than 7 days after becoming aware of the Defect or after the Contractual Partner should have become aware of it, via email and, once the ticket system has been set up, exclusively through the ticket system; otherwise, any warranty and/or damage claim against the Contractor is excluded. Notices of Defects are valid only if they concern reproducible defects and are documented. The Contractual Partner must specify any Defects that arise. The Contractor has the right to inspect the services complained of by the Contractual Partner with regard to the alleged Defects after the notice of Defect has been submitted. If the Contractual Partner refuses to allow such an inspection, it forfeits all associated warranty and damage claims.
    6. The Contractual Partner must provide evidence of the existence of Defects. The presumption of defectiveness for Defects that become apparent within six months of delivery is expressly excluded, unless it is incompatible with the nature of the item or the Defect.
    7. With regard to 3PP AI Applications, the Contractor warrants exclusively access to the 3PP selected by the Contractual Partner and its AI applications to the extent provided for in this Section 12; however, the Contractor assumes no warranty or liability of any kind for the 3PP AI Application itself or for content generated by it. The Contractual Partner assumes sole liability for all claims by third parties arising from the use of the 3PP AI Application in violation of the GTC or the ToU by the Contractual Partner or Users attributable to it.
    8. To the extent permitted by applicable law, all express, implied, statutory, or other warranties and liabilities regarding the Platform that go beyond those set forth in this Section 12 are excluded, including, but not limited to, all implied warranties of fitness for a particular purpose, merchantability, liability for defects in title, and non-infringement of third-party rights, as well as warranties and liabilities that may arise from the course of business, the provision of services, use, or commercial practice.
    9. The Contractor assumes no warranty or liability and makes no representation of any kind that the Platform meets the Contractual Partner’s requirements, achieves the intended results, is compatible with or works with specific applications, systems, software, or services, operates without interruption, meets performance or reliability standards, or is error-free, or that defects can or will be corrected.
    10. The Contractor assumes no warranty or liability and makes no representation of any kind regarding errors, malfunctions, defects, or damages,
        • that result from unauthorized modifications or adjustments to the Platform’s services;
        • that were (partly) caused by third-party software used on the customer’s systems;
        • that result from operating errors or from improper or unauthorized use of the Platform;
        • that were caused by unauthorized modification of the Platform;
        • caused by force majeure, abnormal operating conditions, faulty power supply, or other environmental conditions;
        • those (partly) caused by hardware defects;
        • resulting from the use of the Platform on hardware and operating system environments other than those specified as permissible;
        • for open-source components;
        • arising from any malware;
        • that are attributable to other circumstances beyond the Contractor’s control.
    11. If it is impossible to remedy a Defect or replace the item, or if doing so would entail a disproportionately high cost, the Contractor may refuse to do so. In this case, the Contractual Partner may only request a price reduction. The right to terminate the contract as a remedy under the warranty is hereby expressly excluded, except in the case of an irreparable defect.
    12. Under no circumstances is the Contractual Partner entitled to withhold the agreed-upon compensation or a proportionate portion of the compensation corresponding to the anticipated costs of remedying the Defect.
    13. If the Contractor performs services with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor shall assign these claims to the Contractual Partner. In this case, the Contractual Partner shall primarily seek recourse against these third parties.
    14. In the event that the Contractual Partner provides a warranty or assumes liability toward a consumer for a Defect in the service provided, any recourse claims the Contractual Partner may have against the Contractor or its vicarious agents in the supply chain are excluded.
    15. The Contractor’s liability is limited to cases of willful misconduct or gross negligence. In cases of slight negligence and simple gross negligence, the Contractor is liable exclusively for personal injury. This applies mutatis mutandis to liability for the conduct of third parties whom the Contractor engages to fulfill contractual obligations.
    16. The Contractor shall not be liable for indirect damages, lost profits, lost interest, lost savings, consequential damages, financial losses, damages arising from third-party claims, or for the loss of data and content and their restoration.
    17. Regardless of the cause and legal basis of the damage, the Contractor’s liability is limited to the coverage amount of the Contractor’s liability insurance or, if a claim is not covered by such insurance, to 50% of the fee under the respective agreement; in the case of a long-term engagement, however, liability is limited to a maximum of 50% of the annual fee under the respective agreement for the year in which the damage occurred.
    18. Claims for warranty and damages against the Contractor must be asserted in court within six months, failing which they shall be forfeited.
    19. The foregoing exclusions and limitations of liability apply to the same extent in favor of the Contractor’s employees and other agents.
    20. The Contractual Partner shall fully indemnify and hold the Contractor harmless for all direct and indirect damages arising from a breach of contractual or statutory obligations by the Contractual Partner or a User attributable to it. In particular, the Contractual Partner shall pay the Contractor for all services that the Contractor is required to perform due to the Contractual Partner’s breach of contractual obligations in order to be able to offer and operate the Platform properly and securely again, such as the removal of viruses or malware.

13. DATA PROTECTION
    

    The Contractor processes the personal data of the Contractual Partner and its Users in accordance with applicable data protection regulations and, in particular, in accordance with Regulation (EU) 2016/679 (GDPR). For comprehensive information on data processing, the Contractor refers to the privacy policy published on its website in its currently valid version.

14. CONFIDENTIALITY, PUBLICATION
    
    1. The Contractual Partner agrees to keep confidential all information, data, calculations, reports, and programs provided to it in connection with this agreement (hereinafter also referred to as “Confidential Information”). The Contractual Partner must also ensure that Confidential Information is disclosed to its employees, Users, or third parties only to the extent necessary within the scope of this contractual relationship (need to know). In the event of disclosure, the Contractual Partner shall bind these persons to this confidentiality clause accordingly. Excluded from this confidentiality obligation is information that is generally known or was already known to the respective contracting party prior to the conclusion of this agreement by both parties.
    2. The obligation under Section 14.1 shall continue indefinitely even after termination of the contractual relationship.
    3. The Contractor is entitled to cite or publish services rendered for the Contractual Partner, naming the Contractual Partner, in particular to promote itself and its services.
    4. The Contractor is further entitled to use the Contractual Partner’s company logo for advertising and marketing purposes in print and online media. In addition, the Contractor reserves the right to use content that does not contain business-critical or personal data for marketing purposes and as reference material.

15. TRANSFER OF RIGHTS AND OBLIGATIONS
    

    Any assignment of rights and obligations arising from this contractual relationship by the Contractual Partner is permitted only with the Contractor’s written consent. The Contractor is entitled to transfer its rights and obligations arising from this contractual relationship, or the entire contractual relationship, to third parties. The Contractual Partner agrees to such a transfer upon conclusion of the contractual relationship. The Contractual Partner must be notified of the intended transfer at least 14 days prior to the transfer.

16. GOVERNING LAW / JURISDICTION / PLACE OF PERFORMANCE
    
    1. Austrian substantive law shall apply, excluding the conflict-of-laws provisions of Austrian private international law and the UN Convention on Contracts for the International Sale of Goods.
    2. For all claims and disputes arising out of or in connection with this agreement, including disputes regarding its validity, breach, termination, or nullity, the exclusive jurisdiction of the competent court in Graz or — at the plaintiff’s option — in Vienna, Inner City, is agreed upon.
    3. Unless otherwise specified, the place of performance for Contractor’s deliveries and services is the Contractor’s registered office.

17. FINAL PROVISIONS
    
    1. Any amendments or additions to these GTC must be made in writing. This also applies to any amendment to the written form requirement.
    2. The Contractual Partner is obligated to notify the Contractor of any changes to its business address and/or email address; otherwise, notices from the Contractor shall be deemed to have been received if they are sent to the last reported business address or email address.
    3. Should any individual provisions of these GTC be or become void, unenforceable, and/or invalid, this shall not affect the enforceability or validity of the remaining provisions of the GTC. The void, unenforceable, and/or invalid provision shall be replaced by a valid or enforceable provision that comes as close as possible to the economic substance of the void, unenforceable, and/or invalid provision. The same applies to any gaps in these GTC.
    4. The Contractor expressly reserves the right to amend these GTC at any time. Amendments to the GTC will be communicated to the Contractual Partners and shall be deemed agreed upon unless a Contractual Partner objects to the amended GTC in writing within 14 days. With regard to technically necessary and security-related changes, as well as changes necessitated by changes in the legal or regulatory landscape, the Contractual Partner has no right to object. These changes shall take effect 14 days after notification to the Contractual Partner.
    5. The language of the agreement is English.