General Terms and Conditions (GTC)

Provider

Thomas Heindl (sole trader)
Donau-City-Straße 3, 1220 Vienna, Austria
Email: contact@aiagent.engineer
VAT ID: ATU65424347
Brand/Website: AIAgent.engineer

These General Terms and Conditions (hereinafter „GTC“) govern the business relationship
between Thomas Heindl (hereinafter the „Provider“) and the customer in connection with the
provision of services in the field of the development, implementation and operation
of customer-specific KI/AI agent systems.

Section 1 Scope of application

These GTC apply to all offers, contracts and services of the Provider vis-à-vis
its customers. They apply in the version valid at the time the contract is concluded.
The services of the Provider are directed exclusively at entrepreneurs
within the meaning of Section 1 of the Austrian Business Code (UGB) or Section 1 of the Austrian Consumer Protection Act (KSchG). Consumers within the meaning of Section 1(1)(2) KSchG
are excluded from concluding a contract. By concluding the contract, the customer confirms that
it is entering into the contract in the exercise of its business activity.
Conflicting, supplementary or deviating terms and conditions of the customer
shall not become part of the contract unless the Provider has
expressly agreed to their validity in writing. This applies even where the Provider,
with knowledge of conflicting terms of the customer, renders the service without reservation.
Individual agreements (in particular offers, service descriptions and
project contracts) shall in case of doubt take precedence over these GTC.

Section 2 Subject matter of the contract and service description

The subject matter of the contract is the development, implementation and operation
of customer-specific KI/AI agent systems, as well as associated consultancy services and
ongoing support. The specific scope of services results from the respective offer,
the service description or the project contract.
Unless expressly agreed otherwise, the Provider owes a
professional endeavour (service provision), but not a particular economic
result. Whether the service is to be qualified as a contract for work or a contract for services is determined
by the specific agreement in each individual case.
KI/AI agent systems are based on models that deliver probabilistic results.
The Provider expressly points out that the results of such systems may be erroneous,
incomplete or unexpected and require appropriate professional review by
the customer. No guarantee is assumed for the substantive accuracy of generated outputs.
The Provider is entitled to make use of suitable subcontractors
and third parties (in particular providers of model, hosting and infrastructure services) to
render the services. The availability and the conditions of such third-party services are beyond
the Provider’s sphere of influence.
Changes and extensions to the services (change requests) require a separate
agreement and, unless otherwise stipulated, are remunerated separately.

Section 3 Offer and conclusion of contract

Offers of the Provider are, unless expressly designated as binding,
subject to change and non-binding. They constitute an invitation to the customer to submit an
offer of its own.
A contract is concluded through the written order confirmation of the Provider, through
the mutual signing of an offer or project contract, or through the commencement of the
provision of services by the Provider.
Communication by email shall also be deemed to satisfy the written form within the meaning of these GTC, unless
expressly agreed otherwise.
Statements in brochures, presentations and other documents are binding only
insofar as they have been expressly made part of the contract.

Section 4 Customer’s duties to cooperate

The customer shall provide the Provider with all
information, data, documents and access required for the provision of services in a timely, complete and suitable form
free of charge. This includes in particular access to the relevant systems, data
and interfaces.
The customer shall designate a responsible contact person with sufficient professional
competence and decision-making authority, as well as a deputy. Statements of this contact person
in connection with the project shall be deemed binding on the customer.
The customer ensures that it is entitled to provide and process the data made available
and that no rights of third parties
(in particular copyright, data protection or confidentiality rights) are infringed by their use by the Provider. In this respect, the customer
shall indemnify the Provider against claims of third parties.
The customer shall examine the interim and final results without undue delay and grant the required
approvals, feedback and decisions without culpable delay.
If the customer fails to fulfil its duties to cooperate, or does not do so in a timely or
proper manner, agreed deadlines shall be extended appropriately. Additional expenses and disadvantages
incurred by the Provider (in particular waiting times and repetition efforts) shall be borne by the
customer; they shall be remunerated according to time expended at the agreed rates.

Section 5 Pilot project and the „payment only on success“ model

The Provider may offer the customer a pilot project under the „payment only on success“ model.
In this case, the agreed success fee falls due only if the previously
defined success criteria are met.
The success criteria, the assessment standard, the assessment procedure, the assessment period and the amount
of the success fee must be defined in writing and
unambiguously before the start of the pilot project. Without such a prior written agreement, the
services shall be deemed to be regularly remunerable in accordance with Section 6.
The determination of whether success has been achieved is made on the basis of the agreed, objectively measurable
criteria. If the success criteria cannot be measured or achieved for reasons for which the Provider is not responsible
(in particular insufficient cooperation of the customer pursuant to Section 4, deficient or insufficient
data availability, subsequent change of requirements),
the success fee shall be deemed earned, or the services actually rendered shall be remunerated according to
expenditure.
Even under the pilot model, the customer shall bear the third-party costs necessary for the provision of services
(in particular costs for third-party model, hosting and infrastructure services), unless
expressly agreed otherwise. Such costs are not covered by the
„payment only on success“ model.

Section 6 Prices and payment terms

All prices are net prices plus the respective statutory
value added tax, as well as any expenses and third-party costs.
The remuneration may consist in particular of a one-time setup or
project flat fee (setup) and an ongoing remuneration for operation and support
(for example as a monthly flat fee or according to expenditure). The specific
remuneration structure results from the offer or project contract.
Insofar as remuneration according to expenditure is agreed, billing shall be at the
agreed hourly or daily rates. Travel and incidental costs are charged
separately, unless otherwise agreed.
Unless otherwise agreed, invoices are due for payment within 14 days from the invoice date
without deduction. Ongoing remuneration is invoiced in advance for the respective
billing period.
In the event of default in payment, the Provider is entitled to demand default interest at the
statutory interest rate for business-related transactions pursuant to Section 456 UGB, as well as the
reimbursement of necessary and appropriate collection and recovery costs (including the flat fee
pursuant to Section 458 UGB).
In the event of significant default in payment or of justified doubts about the customer’s ability to pay, the Provider is entitled to withhold or suspend further services until full payment
has been made, as well as to demand advance payments or security.
The customer is entitled to set-off only against undisputed or legally established
counterclaims. A right of retention is available to the customer only from the same
contractual relationship.

Section 7 Rights of use and intellectual property

Subject to full payment of the remuneration owed, the Provider grants
the customer, in respect of the work results created specifically for the customer (in particular the
configured KI/AI agent systems and the associated individual results), the
non-exclusive, indefinite right of use required
for the contractually intended purpose.
The Provider retains all rights in pre-existing and generally usable
building blocks, frameworks, libraries, tools, methods, concepts and reusable
know-how („pre-existing building blocks“) which it uses or
develops in the course of providing the services. Insofar as such pre-existing building blocks become part of the work results,
the customer receives merely a simple right of use in the scope
required to use the result.
Rights in services and components of third parties (in particular open-source software as well as
model, hosting and infrastructure services) are governed by the respective licence and
terms of use of these third parties. The customer acknowledges these terms.
The Provider is entitled to freely use the general know-how gained from the project as well as the
pre-existing building blocks for other projects, insofar as this does not violate any
confidentiality obligations and does not disclose any confidential data of the customer.
Until full payment, all granted rights of use remain
revocable; use in breach of contract is not permitted.
The Provider is entitled to name the customer as a reference, stating its name and
logo, unless the customer objects to this in writing.

Section 8 Data protection and confidentiality

The parties undertake to keep secret all confidential information of the respective other party
that becomes known in the course of the business relationship, not to pass it on to third parties
and to use it exclusively for the purposes of performing the contract. This
obligation continues to exist even after the termination of the contractual relationship.
Where necessary, the parties shall conclude a separate confidentiality agreement
(NDA). Its provisions shall take precedence over these GTC in the event of a conflict.
Insofar as the Provider processes personal data within the meaning of the GDPR on behalf of the customer, the parties shall conclude a separate data processing agreement
(DPA) pursuant to Art. 28 GDPR. The customer remains the controller within the meaning of the GDPR, unless
expressly agreed otherwise.
The customer is responsible for ensuring that a sufficient legal basis under data protection and confidentiality law exists for the transmission and processing of the data provided by it
(in particular by commissioned model, hosting and
infrastructure services).

Section 9 Warranty

The Provider warrants that the services correspond to the agreed service description at the time of handover or acceptance
and have been rendered professionally. Without
an express agreement, no particular characteristic or suitability is warranted for a purpose of use going beyond the
contractually intended purpose.
The customer must examine the services without undue delay upon receipt and give notice of recognisable defects
without undue delay, at the latest however within seven days, and of hidden defects without undue delay
upon discovery, in writing and with a precise description of the defect. Section 377 UGB
(the commercial obligation to give notice of and examine for defects) applies; if
the customer fails to give timely notice, the service shall be deemed approved.
In the event of a justified and timely notice of defects, the Provider is initially entitled to remedy the defect
or to replace within a reasonable period. Only if the remedy fails do the further statutory warranty remedies become available to the customer.
The warranty is excluded for defects that are based on data, specifications or systems provided by the customer,
on subsequent changes by the customer or third parties,
on improper use or on disruptions of third-party services. In particular, a defect
does not already exist where a KI/AI system in an individual case
delivers substantively incorrect or unexpected outputs (Section 2(3)).
The warranty period is, insofar as legally permissible, six months from handover
or acceptance. The presumption period of Section 924 of the Austrian Civil Code (ABGB) is reduced to three months. Recourse
pursuant to Section 933b ABGB remains unaffected.

Section 10 Liability

The Provider is liable to the customer for damages only in the event of intent and gross negligence. Liability
for slight negligence is – insofar as legally permissible – excluded.
Compensation for pure financial losses, lost profit, savings not realised,
loss of interest, damages from business interruption, data loss, indirect damages as well as
consequential damages is – insofar as legally permissible – excluded.
Insofar as the Provider’s liability exists in principle, it is limited in amount to the
typically foreseeable damage, but in total to the amount of the net remuneration paid by the customer
for the service concerned in the last contractual year. This
limitation applies per instance of damage or per contractual year.
The foregoing limitations of liability do not apply to damages arising from injury to
life, body or health, to claims under the Product Liability Act, as well as
in other cases of mandatory statutory liability.
The customer is itself responsible for the regular backup of its data. The
Provider is liable for data loss only to the extent that the damage would also have occurred
with proper data backup by the customer in accordance with the state of the art.
The customer remains responsible for the deployment and control of the results of the KI/AI systems,
in particular for their legally compliant use in its own business. The
Provider is not liable for decisions or measures that the customer takes on the basis of the
system outputs.
Claims for damages of the customer become time-barred, insofar as legally permissible, within
one year from knowledge of the damage and the party causing it.

Section 11 Term and termination of the ongoing support

Contracts for ongoing support and ongoing operation are, unless otherwise
agreed, concluded for an indefinite period.
Unless otherwise agreed, the contract for ongoing support may be
ordinarily terminated in writing by both parties subject to a period of one month to the end of a
calendar month.
The right to extraordinary termination for good cause remains unaffected. Good cause
exists for the Provider in particular in the event of significant default in payment by the
customer, in the event of a serious breach of duties to cooperate, or in the event of the customer’s insolvency.
Services already rendered are to be remunerated up to the point at which the termination takes effect. Remuneration paid in advance
for services no longer rendered is refunded on a pro rata basis, insofar as
the termination is not attributable to the customer.
After termination of the contract, the Provider shall, at the customer’s request, support the customer in an
orderly handover (in particular data export) against separate remuneration according to expenditure,
unless otherwise agreed.

Section 12 Force majeure

Events of force majeure that substantially impede or render impossible the provision of services by the Provider
release it, for the duration of the disruption, from the obligation to render
timely performance. Force majeure includes in particular natural events, epidemics and
pandemics, war, terrorism, official measures, industrial action, energy and
network failures, as well as failures or disruptions of third-party services (in particular model,
hosting and infrastructure services) for which the Provider is not responsible.
Agreed deadlines are extended by the duration of the disruption plus a reasonable
start-up period. The affected party shall inform the other party without undue delay of the occurrence
and expected duration of the force majeure.
If the force majeure lasts longer than 60 days, either party is entitled to withdraw from or terminate the affected
contract in writing with respect to the part not yet performed. Claims for damages on account of the delay are excluded.

Section 13 Final provisions

Amendments and supplements to this contract, as well as any departure from the written-form requirement,
require the written form. There are no oral side agreements.
The customer may transfer rights and obligations under this contract to third parties only with the prior written
consent of the Provider.
Should individual provisions of these GTC or of the contract be or become wholly or partly invalid
or unenforceable, the validity of the remaining
provisions shall not be affected thereby. In place of the invalid or unenforceable provision, a
provision shall be deemed agreed which comes closest, in a legally permissible manner, to the
economic purpose of the provision that has ceased to apply. The same applies to any
gaps in the provisions.
Austrian law applies exclusively, to the exclusion of the referral norms of
private international law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The court having subject-matter jurisdiction for Vienna, Inner City (Innere Stadt), is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with
this contract. In addition, the
Provider is entitled to bring an action against the customer also at the customer’s general place of jurisdiction.
The place of performance is the Provider’s registered seat in Vienna.

As at: July 2026