General Terms and Conditions

1. Scope

1. These General Terms and Conditions (“GTC”) apply to all contracts between

   CURE S.A., 3, Schaffmill, L-6778 Grevenmacher, and its subsidiary

   CURE Intelligence GmbH, Herzogenbuscher Str. 14, 54292 Trier

   – hereinafter referred to as the “Agency” –

   and its business customers

   – hereinafter referred to as the “Client” –

   concerning the provision of:

   • AI consulting, research and development services,
   • data analytics services,
   • media analysis services, and
   • marketing services.
2. All services provided by the Agency are exclusively subject to these GTC. Deviating terms and conditions of the Client shall only apply if expressly agreed to in writing by the Agency.

2. Conclusion of Contract

1. Offers made by the Agency are non-binding unless expressly designated as binding.
2. A contract is concluded upon written acceptance of the Agency’s offer or written confirmation of a project order.
3. For long-term or complex projects, the Agency may require an advance payment or the conclusion of a framework agreement prior to project commencement.

3. Scope of Services

1. The Agency shall provide the agreed services in accordance with the applicable contractual documents (e.g. project order, service description, offer).
2. Services may include in particular:
   • development, training and optimization of AI models,
   • processing, cleansing and analysis of structured and unstructured data,
   • monitoring and analysis of media content (print, online, social media, etc.),
   • marketing and campaign analysis, reporting and presentation.
3. The Agency is entitled to engage qualified subcontractors to fulfill its contractual obligations.

4. Client’s Cooperation Obligations

1. The Client shall ensure that all information, data, access rights and systems required for service provision are provided completely, correctly and in a timely manner.
2. The Client warrants that it holds all necessary rights to the data provided and that its use does not infringe third-party rights.
3. Any delays or additional costs resulting from incomplete, delayed or incorrect cooperation by the Client shall be borne by the Client. In such cases, the Agency is entitled to reasonably adjust deadlines and remuneration.

5. Remuneration and Payment Terms

1. Remuneration is governed by the respective contract. All prices are net prices plus the applicable statutory VAT.
2. Third-party services procured in the name and on behalf of the Client may be passed on to the Client in the event of price changes.
3. Invoicing is project-based, time-based or according to agreed milestones. The Agency is entitled to issue invoices exclusively in electronic form.
4. Invoices are payable within 30 days of the invoice date without deduction.
5. In the event of default in payment, the Agency is entitled to:
   • charge default interest in accordance with Luxembourg law, and
   • suspend further services until full payment has been received.
6. Travel and ancillary expenses shall be reimbursed separately unless expressly agreed otherwise.

6. Rights of Use

1. Upon full payment and unless otherwise agreed, the Client shall receive a non-exclusive, non-transferable right to use the work results produced under the project.
2. In particular, methods, frameworks, AI architectures, training procedures, source codes, scripts or other proprietary know-how of the Agency are not transferable.
3. Open-source components are subject to the respective license terms.
4. Use of the work results is limited to the Client’s own business purposes unless otherwise agreed.

7. Data Processing & Data Protection

1. Both parties undertake to comply with the General Data Protection Regulation (GDPR) and Luxembourg data protection law.
2. Where personal data is processed, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.
3. The Agency is entitled to use data in anonymized and aggregated form internally for quality assurance, model optimization and research purposes, provided that no personal data or conclusions regarding business-critical information are possible.
4. The Client remains the data controller for the data transmitted by it.

8. Confidentiality

1. Both parties undertake to treat all confidential information disclosed during the cooperation as confidential and to use it exclusively for contract performance. Confidential information includes all economic, professional and/or technical information relating to the other party that is not publicly known or is designated as confidential or is confidential by nature.
2. The confidentiality obligation shall apply for a period of five years after the end of the project unless longer statutory periods apply.
3. Disclosure of confidential information to third parties requires prior written consent of the respective other party.

9. Warranty

1. The Agency provides its services in accordance with the generally recognized state of the art in science and technology.
2. No warranty is given for the accuracy or economic success of forecasts, assessments, automated analyses or AI-generated recommendations.
3. The Client is obliged to independently review all results for plausibility and suitability prior to use.

10. Liability

1. The Agency shall only be liable for damages caused by intent or gross negligence.
2. In cases of slight negligence, the Agency shall only be liable for breach of essential contractual obligations. In such cases, liability is limited to the foreseeable, contract-typical damage.
3. Liability for indirect damages, consequential damages, business interruptions, data loss, loss of profit, missed savings, incorrect decisions by the Client, and damages resulting from faulty forecasts, automated models or AI results is excluded to the extent permitted by law.
4. The Agency’s aggregate liability per individual order shall be limited to a maximum of 50% of the total remuneration agreed for that order per calendar year, but not exceeding EUR 50,000 per damage event. This limitation of liability shall also apply in the event of breach of essential contractual obligations.
5. The Agency shall not be liable for damages arising from:
   1. incomplete, incorrect or unlawful data provided by the Client,
   2. insufficient cooperation, delayed provision of information or systems,
   3. lack of plausibility checks of results by the Client,
   4. third parties, subsystems, external APIs or data sources that are beyond the Agency’s control.
6. With regard to results generated by AI systems, statistical models or automated analyses, the following shall apply: The Agency assumes no liability for any consequences of decisions made by the Client based on such results.
7. Mandatory statutory provisions of product liability law as well as liability for damages resulting from injury to life, body or health shall remain unaffected.

11. Term and Termination

1. Framework agreements and ongoing service agreements may be terminated with six months’ notice to the end of a calendar month, unless a different notice period has been agreed.
2. If no timely notice of termination is given, the contract shall automatically renew for the respective agreed term.
3. The right to extraordinary termination for good cause shall remain unaffected. Good cause shall exist in particular if:
   1. a party materially breaches its contractual obligations and a granted grace period expires without remedy, or
   2. insolvency proceedings are opened over the assets of a party or the opening of such proceedings is rejected due to lack of assets.
4. Upon termination of the contract, all confidential documents and data of the Agency shall be deleted or returned upon request.

12. Reference

1. The Agency is entitled to use the Client’s name, logo and company for reference purposes on its website and in marketing materials.
2. Any further use requires prior written consent. The same applies to the use of Agency trademarks by the Client.

13. Final Provisions

1. Amendments or supplements to these GTC must be made in writing. This also applies to any amendment to this written form clause.
2. If any provision of these GTC is or becomes invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.
3. Luxembourg law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
4. Place of jurisdiction for all disputes arising from or in connection with the contract is Luxembourg.