1. General

1.1. These Terms of Service (ToS) apply in their current version exclusively to contracts for the provision of information technology services and the provision and licensing of digital services, including the website https://www.augedo.com (hereinafter "Website") and the web app https://app.augedo.com/, https://insights.augedo.com/, https://impact.online/ and https://agents.augedo.com/ (hereinafter "Web App" or together with the Website "Digital Services") by ceed digital innovation GmbH (the "Contractor") to private individuals, associations or businesses according to § 1 Para. 1 Z1 KSchG (the "Client").

1.2. "Digital Services" within the meaning of these ToS are computer programs within the meaning of § 40a of the Austrian Copyright Act that are sold as standard by the Contractor or developed or adapted individually for the Client.

1.3. These ToS apply both to digital services with free web access, an agreed test phase ("Proof of Concept Phase") and in operational regular operation ("License Phase").

1.4. The Client can view the current version of the ToS on the website www.augedo.com/terms.

1.5. The Contractor reserves the right to amend these ToS if this becomes necessary for important reasons, in particular due to technical changes and developments or a changed legal situation. Any changes will be communicated to the Client by email. The Client has 14 days from receipt of the email to agree to the change of these ToS. If timely consent is not given, the Contractor is entitled to extraordinary termination according to Point 13.5 of these ToS.

2. Subject Matter of Contract

2.1. The Contractor provides information technology services for the Client and makes digital services available to the Client from the agreed time for use in accordance with the provisions of these ToS and provides any additional services according to individually agreed service packages (the "SaaS Services"). Specifications of the SaaS Services are to be agreed in writing between the contracting parties.

2.2. It is expressly pointed out that a barrier-free design in the sense of the Federal Act on Equal Treatment of People with Disabilities (Bundes-Behindertengleichstellungsgesetz – BGStG) is not offered by the Contractor unless this has been specifically/individually requested by the Client. If the barrier-free design has not been expressly agreed upon, it is the Client's responsibility to check the SaaS Services for their permissibility with regard to the Federal Equal Treatment Act for People with Disabilities.

3. Conclusion of Agreements

3.1. The scope of services to be provided by the Contractor is to be agreed individually through acceptance of the Contractor's offer by the Client (the "individual contract agreement").

3.2. In their order request, the Client must state how many users should participate in the Proof of Concept Phase (if one is agreed) and how many users should participate in operational regular operation.

3.3. The Client's order requests to the Contractor or to a representative of the Contractor constitute non-binding invitations to the Contractor to submit an offer.

3.4. The Contractor is free to send an offer to the Client and to determine the conditions. The Contractor will only be bound to the extent specified in the offer.

3.5. The offer is sent in writing by email or by postal letter. The individual contract agreement is therefore only legally binding upon acceptance of the offer by the Client, which must be sent by email or by postal letter to the Contractor within the period specified in the offer.

3.6. According to the individual contract agreement, the Contractor's SaaS Services are provided according to Point 8. The Contractor assumes neither warranty nor liability for successful operational use or for achieving the proof of concept.

4. Cooperation Obligations of the Client

4.1. The Client is responsible and undertakes:

• a) not to use the SaaS Services abusively and not to introduce any data into the Contractor's system that contains harmful software programs and impairs the availability of the system for the Contractor and its customers;
• b) unless this has been expressly assumed by the Contractor in the individual contract agreement in the scope of services – to ensure at their own expense and risk sufficient network connection (Internet) for the use of the SaaS Services and a current software version on the Client's device;
• c) to transmit all information required to define the specifications of the Digital Services to the Contractor;
• d) to treat the access data (passwords, log-in data, etc.) required to use the Contractor's SaaS Services confidentially and to prevent unauthorized access by third parties to the SaaS Services through suitable precautions;
• e) to appropriately label content generated with artificial intelligence within the SaaS Services and to comply with legal bases in dealing with artificial intelligence;
• f) to obtain and comply with any official approval conditions for the use of the SaaS Services; and
• g) to bear any tax liabilities arising from the individual contract agreement, such as legal transaction fees or withholding taxes, and to hold the Contractor harmless in this regard.

4.2. The Client is liable to the Contractor for any breach of the obligations assumed in Point 4.1 and holds the Contractor harmless against any claims by third parties.

5. Support

5.1. The Contractor provides technical and professional support services for the Client and their employees who use the SaaS Services during their service hours (weekdays from 10:00 to 18:00) and can be reached at support@augedo.com.

5.2. The support services are provided free of charge by the Contractor to the usual extent - unless something else is individually agreed. Should a support need arise that exceeds the usual extent and is not caused by a defect within the meaning of Point 9.4, the Contractor may, after prior notification to the Client, demand remuneration of EUR 180 net per started working hour per employee.

6. Rights Grant

6.1. The Client receives the non-transferable, non-exclusive, non-sublicensable right, limited to the term of the individual contract agreement, to use the SaaS Services in unchanged form (the "Usage Right").

6.2. The Usage Right ends automatically (a) upon expiration of the Proof-of-Concept Phase, provided that no License Phase has been agreed between the Contractor and the Client, or (b) upon termination of the License Phase according to Point 13.4.

6.3. The use of the SaaS Services is only permitted for the number of users defined in the contract. For simultaneous use, a separate usage right is required for each simultaneous user.

6.4. All other rights to the SaaS Services are reserved to the Contractor. Without their prior written consent, the Client is therefore not entitled, notwithstanding the provisions of §§ 40d and 40e of the Austrian Copyright Act, in particular to reproduce, modify, make available to third parties or use them on hardware components other than those individually defined in the contract.

6.5. All offer and project documents may not be reproduced or modified, nor made available to third parties without the Contractor's consent. They must be returned to the Contractor immediately upon request or demonstrably destroyed if a contract between the Contractor and the Client for the relevant order does not materialize or is terminated according to Point 13 of these ToS.

6.6. The Contractor receives the non-transferable, non-exclusive, non-sublicensable right to use all data arising from the use of the digital services (including interaction data, text data and rating data) in an anonymized manner to improve the digital services. This includes on the one hand optimizations of the user experience of the digital services and on the other hand the training of algorithms (e.g. artificial intelligence models). Explicitly excluded from this are data that are manually uploaded into the system by the Client. In particular, persona descriptions and entire texts that serve as examples.

7. Usage Fee

7.1. When making the contract products available during the Proof of Concept Phase, a one-time usage fee is charged, whereby 50% of the usage fee must be paid within 14 days after acceptance of the Contractor's offer and 50% at the start of the Proof of Concept Phase.

7.2. During the License Phase, the Contractor has a claim against the Client for payment of an ongoing usage fee.

7.3. The amount of the one-time and/or ongoing usage fee is to be agreed individually in the contract. All amounts stated in advertising materials, on the website or the like regarding the usage fee to be paid by the Client are non-binding.

7.4. The value stability of the ongoing usage fee is expressly agreed. The Consumer Price Index 2023 (base year 2023) published monthly by Statistics Austria or an index replacing it serves as a measure for calculating value stability. The index number calculated for the month of contract conclusion (acceptance of the offer by the Client) serves as a reference value for the contract agreed between the Client and Contractor. All rates of change are to be calculated to one decimal place.

7.5. When making the contract products available in the License Phase, an annually invoiced total usage fee ("Annual Usage Fee") is charged for all granted usage rights (depending on the individual contract agreement). Unless otherwise agreed individually in the contract, one-time usage fees are charged after service provision, ongoing usage fees are charged annually in advance.

7.6. The Contractor has the right to transmit the invoice electronically to the email address provided by the Client.

7.7. Invoices issued by the Contractor including VAT are payable at the latest 14 days from invoice receipt without any deduction and free of charges. For partial invoices, the payment conditions set for the overall order apply analogously.

7.8. If the Client defaults on payment, the Contractor is entitled to charge default interest at the statutory rate according to § 456 UGB and to assert any higher default damage. In case of the Client's payment default, the Client must bear costs for reminders and collection. The Contractor is furthermore entitled to make the usage fee for all services already rendered immediately due regardless of any separately agreed payment terms.

7.9. In the event of the Client's payment default, the Contractor is also entitled to transmit the name, the (company) address, the profession (the industry), the gender (the business form), the outstanding balance as well as the reminder data of the Client, in accordance with Art 6 Para 1 lit f of the General Data Protection Regulation (GDPR), to collection companies authorized to collect claims.

8. Provision and Implementation of the SaaS Services

8.1. From the individually agreed time, the Contractor owes the availability of the SaaS Services at the agreed website (the "Provision").

8.2. The Client's access to the SaaS Services is browser-based via the Internet. For access to and use of the SaaS Services, the Contractor will transmit the necessary access data (passwords, log-in data, etc.) required for service access to the Client.

8.3. Should the provision of the SaaS Services be delayed by circumstances of force majeure occurring at the Contractor, an appropriate extension of the provision period will be granted. Force majeure is equivalent to strike, lockout, official interventions, energy and raw material shortages, pandemics, unintentional transport bottlenecks, unintentional operational disruptions such as fire, water and machine damage and all other unforeseen disruptions that, viewed objectively, were not caused by the Contractor's fault.

9. Warranty

9.1. The Contractor warrants compliance with the specifications agreed upon at contract conclusion, provided that the SaaS Services are used under the respectively applicable operating conditions. No warranty claims can be derived nor liabilities established from information in catalogues, brochures, advertising materials and written or oral statements that have not been included in the individual contract agreement.

9.2. Unless otherwise individually agreed, the statutory warranty period of two years from provision applies, i.e., the time of activation of the SaaS Services for the Client's production system or the conversion from the test system to the production system by the Client.

9.3. The existence of defects must be proven by the Client. The applicability of § 924 ABGB is excluded.

9.4. A prerequisite for asserting warranty claims is an immediate inspection or examination of the SaaS Services by the Client upon acceptance and an immediate written notice of defects within the meaning of §§ 377 and 378 of the Austrian Commercial Code (UGB), in which the Client must, to the best of their efforts, provide detailed information about the deviation from the specification, the operating steps that led to the defect, and the error message of the SaaS Services.

9.5. Defects are function-disrupting deviations from the individually agreed SaaS Services. Prerequisites for any defect remediation are that

• a) it is a function-disrupting deviation;
• b) the Client has installed any new versions and updates offered to them free of charge within the warranty period;
• c) the Contractor receives from the Client all documents and information necessary for defect remediation;

9.6. Furthermore, any change to the hardware configuration originally set up by the Contractor by the Client or third parties also leads to the expiration of the warranty.

9.7. The Contractor furthermore assumes no warranty

• a) for third-party software that is not part of the contract;
• b) for the cooperation of the SaaS Services with other software programs in use or planned by the Client; or
• c) for merely short-term, software-typical functional interruptions or disruptions.

9.8. Improper handling or errors in the operation or use of the SaaS Services by the Client or third parties also leads to exclusion of warranty.

9.9. Further claims arising from the defectiveness of the SaaS Services, with the exception of those under this Point 9, are excluded.

10. Damages - Liability Limitations

10.1. Apart from personal injury, the Contractor is only liable to the Client for intent or gross negligence in the case of property damage, in particular data loss or damage to software or hardware.

10.2. The Contractor's liability expires in 6 (six) months from the Client's knowledge of the damage and the tortfeasor, but in any case in 3 (three) years after provision of the SaaS Services.

10.3. The Contractor's total liability in cases of gross negligence is limited to the amount of the Annual Usage Fee payable by the Client for the year in which the damage occurred or to EUR 5,000, whichever is lower. Per damage event, the Contractor's liability is limited to 20% of the amount of the Annual Usage Fee payable by the Client for the year in which the damage occurred or to EUR 1,000, whichever is lower.

10.4. The Contractor is not liable

• a) in the cases mentioned in Points 9.6 to 9.8;
• b) for damages arising from faulty installation or use, misuse, negligence or for reasons other than the normal use of the SaaS Services;
• c) for compensation for consequential damages, pure financial loss, indirect damages, production failures, financing costs, costs for replacement energy, loss of energy, data or information, lost profit, unrealized savings, interest losses and damages from third-party claims against the Client;
• d) for minor deviations from the agreed specifications or for only minor restrictions on the applicability of the ordered SaaS Services without a functional disruption;
• e) for damages that are directly or indirectly attributable to instructions or communicated specifications of the Client, improper handling, intentional damage, negligence, abnormal working conditions, or unauthorized modification of the SaaS Services by the Client;
• f) in case of non-compliance with any conditions for implementation and use (such as contained in operating instructions) or official approval conditions;
• g) damages to the Client's customers, or
• h) for unauthorized knowledge of partner or customer data by third parties.

10.5. The regulations of this Point 10 apply conclusively for all claims of the Client against the Contractor, regardless of the legal basis and title, and are also effective for all employees, subcontractors and sub-suppliers of the Contractor.

11. Set-off, Retention

11.1. The Client's right to set off counterclaims against the Contractor is excluded, except in the following cases:

• a) the Contractor is insolvent; or
• b) the Client's counterclaim is legally related to the Client's liability and has been acknowledged by the Contractor or judicially established.

11.2. A right of retention for the Client is excluded.

12. Defense of Industrial Property and Copyrights

12.1. The Client will support the Contractor in defending all claims based on the SaaS Services used in accordance with the contract violating an industrial property right or copyright of third parties valid under Austrian law. The Client will notify the Contractor immediately in writing if such claims are raised against them and, in the case of litigation, give notice of the dispute to enable them the possibility of joining the proceedings.

12.2. If claims are asserted for infringement of protective rights for which the Contractor is responsible, the Contractor can, at their own expense, modify, replace the SaaS Services or acquire a usage right. If this is not possible with reasonable effort, the Client must, at the Contractor's request, immediately return all access data to the SaaS Services including provided documents against reimbursement of the remuneration. This conclusively regulates all claims of the Client regarding the infringement of industrial property rights and copyright, excluding any further obligation of the Contractor.

12.3. For software programs for which the Contractor only has a derived usage right (the "Third-Party Software"), the usage conditions agreed between the Contractor and their licensor additionally and with priority over the present conditions apply insofar as they concern the Client (such as End User License Agreement). The Contractor points this out and makes them available to the Client upon request.

12.4. The Client is responsible for safeguarding all of the Contractor's rights (such as industrial property rights, copyright including the right to copyright notice) to the SaaS Services and for safeguarding the Contractor's claims to confidentiality of trade and business secrets also by the Client's employees and agents or third parties; this also applies if the SaaS Services were modified and/or connected with other programs after prior written consent by the Contractor. This obligation remains in force even after termination of the contract.

13. Duration and Contract Termination

13.1. The contract term begins with acceptance of the offer and ends automatically (a) upon expiration of the Proof-of-Concept Phase provided that no License Phase has been agreed between the Contractor and the Client or (b) with the termination of the License Phase.

13.2. Unless otherwise agreed individually in the contract, the Proof of Concept Phase begins at the latest 4 weeks from the start of the contract and ends at the latest 8 weeks after the start of the Proof-of-Concept Phase.

13.3. The License Phase begins at the earlier of either

(a) the individually agreed start of the License Phase or

(b) the time of provision of the SaaS Services.

13.4. The License Phase is concluded as an annual package with a term of one year. Ordinary termination of the individual contract agreement during the License Phase is possible with a notice period of at least three months before the end of the term. The termination must be sent in writing by email or by postal letter. If the contract is not terminated in time, it will be extended by one more year in each case.

13.5. The contracting parties have the right to terminate the individual contract agreements at any time and without notice for important reasons if one of the contracting parties violates essential provisions of the individual contract agreement (including these ToS) and does not remedy this violation (if it is remediable) within 14 days after a corresponding request by the other contracting party. The Contractor can in particular refuse further service provision and dissolve the individual contract agreements with immediate effect if:

• a) the Client violates their cooperation obligations according to Point 4 or Point 12 and/or a payment obligation towards the Contractor or contests them;
• b) insolvency proceedings are opened over the Client's assets or an application for opening such proceedings is rejected due to lack of cost-covering assets or the prerequisites for opening such proceedings or for rejecting such an application exist;
• c) if, based on notification by courts, authorities and/or other third parties, there is a justified suspicion that the data stored by the Client in the Contractor's digital services are unlawful and/or violate third-party rights.

13.6. The Client is in any case liable for all damages (for example for downtimes, etc.) arising to the Contractor through violation of the essential provisions of the individual contract agreements (including these ToS).

14. Data Protection

14.1. The Contractor will observe the provisions of the Data Protection Act (DSG), the General Data Protection Regulation (GDPR) and the Telecommunications Act (TKG) when handling personal data and will take the technical and organizational measures necessary for data protection in the Contractor's area of responsibility.

14.2. The Contractor obliges their employees to comply with the provisions according to § 6 of the Data Protection Act.

14.3. To ensure the protection of the Client, all communication with the Contractor is encrypted via the HTTPS protocol.

14.4. The privacy policy within the meaning of Art 13 and 14 GDPR is visible on the website (augedo.com) and the data processing agreement within the meaning of Art 28 Para 3 GDPR can be requested at privacy@augedo.com.

14.5. The Contractor will take appropriate precautions against data loss and to prevent unauthorized access by third parties to the Client's data. Even after termination of the individual contract agreement, the Contractor will store the data for the duration of the tax and commercial law retention periods.

15. Marketing Activities

15.1. The Client agrees until revoked that the Contractor is entitled to list the Client as a customer reference on their own website and in marketing material with image, company name and content of the collaboration.

15.2. The Contractor is entitled to report on the contract conclusion and collaboration with the Client, including naming the Client's name and using a company profile, as part of marketing activities, including reports to the press and via common social media platforms.

15.3. The Contractor is entitled to list the Client as a reference on their website and marketing materials.

15.4. Furthermore, the Contractor is entitled to use a link with automatic connection to the Client's website in marketing materials, the website and on the Contractor's social media pages.

15.5. The contracting parties will endeavor to present the collaboration professionally in all marketing activities.

16. Confidentiality

16.1. The contracting parties undertake, with the exception of the information defined in Point 6 "Rights Grant" and unless a separate written agreement is made, to treat all trade secrets brought to their attention in connection with the individual contract agreement and its implementation as well as all documents, documents, data and other information received in this context, regardless of how and in what form they reach the contracting parties, strictly confidentially and not to exploit them. This confidentiality obligation does not apply to information which

• a) is generally known or was previously known to the recipient without obligation of confidentiality,
• b) is communicated or provided to the recipient by a third party without confidentiality obligation,
• c) has been demonstrably independently developed by the recipient, or
• d) must be disclosed based on a legally binding official or judicial decision.

16.2. This confidentiality obligation does not apply to information that was already publicly known at the time of conclusion of this contract or later becomes publicly known without the respective contracting party being responsible for this or becoming known to the contracting party later without violating confidentiality obligations.

16.3. The confidentiality obligation does not exist vis-à-vis authorities, advisors of the contracting parties legally obliged to maintain confidentiality or subcontractors associated with the Contractor, insofar as they are also subject to a substantive confidentiality obligation according to this Point 16.

17. Applicable Law; Jurisdiction

17.1. The contract is subject to Austrian law with the exception of the conflict of laws rules.

17.2. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the court responsible for commercial matters for Vienna Inner City.

18. Mediation

18.1. In the event of disputes from this contract that cannot be settled amicably, the contracting parties agree by mutual consent to bring in registered mediators (ZivMediatG) with a focus on commercial mediation from the Ministry of Justice's list for the out-of-court settlement of the conflict. Should no agreement be reached on the selection of commercial mediators or in content within a period of at most one month, each contracting party is entitled to initiate court proceedings regarding this dispute.

18.2. In the case of mediation that did not materialize or was broken off, Austrian law applies in any court proceedings that may be initiated.

18.3. All necessary expenses incurred due to prior mediation, in particular also those for a consulted legal advisor, can be claimed as "pre-procedural costs" in court or arbitration proceedings as agreed.

19. Legal Succession Clause

19.1. The transfer of rights and obligations from these ToS or an individual contract agreement to third parties requires the prior express written consent of the other contracting party.

19.2. The Contractor is, however, also entitled without the Client's consent to transfer all rights and obligations from these ToS and the individual contract agreements with debt-discharging effect to a company affiliated under corporate law; this also by way of contribution, transformation or new formation or other legally permissible form of transfer under company law.

20. Final Provisions

20.1. Should a provision of these ToS be wholly or partially invalid or unenforceable, this does not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision will be replaced by a valid or enforceable provision that comes as close as possible in its economic content to the invalid or unenforceable provision. The same applies accordingly to any gaps in this contract.

20.2. Changes or additions to these ToS require a written agreement signed by all contracting parties to be effective. This also applies to deviation from the written form requirement.

20.3. References to legal provisions relate – unless expressly stated otherwise – to Austrian legal provisions in the version valid at the time of signing this contract.

20.4. These ToS are valid from 01.10.2025