General Terms and Conditions

These General Terms and Conditions ("Terms") apply to the services of Albrecht Services GmbH, Ochsenmattstr. 10, 79618 Rheinfelden (also referred to as "we", "us", or "iSolve.IT") that are provided to customers (hereinafter "customer" or "you"). The customer's own general terms and conditions do not apply unless we expressly agree to their validity. With our services and our Terms, we address exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as legal entities under public law and special funds under public law, but not consumers (Section 13 BGB).

Preamble

If you have concluded a license agreement with us regarding the provision of services (hereinafter also referred to as the "contract" or "license agreement"), you acquire the following services and rights, subject to any special arrangements in the license agreement or in the order confirmation.

Section 1 Subject matter of the contract

iSolve.IT provides software for AI-assisted first- and second-level IT support. The customer's employees submit their IT questions via a web chat or via integrated messenger channels (e.g. Microsoft Teams, Slack, Zulip, Telegram, Rocket.Chat). The AI uses the system profile maintained by the customer, a company-specific knowledge base that grows over time, and the live status of the connected applications; it answers routine requests and – in accordance with the approvals configured in the contract and in the admin area – independently carries out standard changes in the connected IT systems (e.g. Microsoft 365, Google Workspace, Exchange Online, Active Directory, Linux, Synology, Adobe Admin Console, Jira, Jamf Pro, Slack, Zulip). The services further include a ticketing system, a solution review for AI-generated knowledge articles, and a complete audit log (hereinafter also referred to collectively as the "services"). The specific components of the services that we provide in our contractual relationship with you result from the license agreement or the order confirmation.

Should we process personal data on your behalf as part of the contractual relationship with you, such processing takes place on the basis of a data processing agreement pursuant to Art. 28 GDPR ("DPA"), which takes effect immediately upon the contract becoming effective.

Software / SaaS services

Our software is a SaaS (Software as a Service) solution (hereinafter also referred to as "software", "software services", or "SaaS services"). Depending on the chosen operating model, we make the software available in two ways:

• Cloud operation by us: We host the software via our hosting partner uvensys GmbH in German data centers – including the web & server hosting services described below.
• Self-hosting by the customer: We provide the software as a containerized application (Docker) for installation on infrastructure operated by the customer. In this case, the customer is responsible for operating the IT environment (servers, network, backup, availability) themselves; our services described under "Web & server hosting" do not apply at all.

As a rule, we make our software services available to you within the framework of a "subscription model", i.e. legally speaking as a rented item for the duration of our contractual relationship. The specific components of the services result from the license agreement or the order confirmation.

Services

In addition to the SaaS services, we offer optional services such as setup support, integration consulting, training, customization of knowledge articles or role templates, and further consulting services in connection with the use of our software. When providing services, our effort is billed on the basis of the person-days incurred or by the hour, unless a fixed price has been agreed.

Web & server hosting (only for cloud operation)

In cloud operation, we provide web & server hosting services in relation to our SaaS services. These include in particular the provision of an IT environment for our software. The IT environment is set up within one or more servers. These servers are provided to us by our hosting partner uvensys GmbH in German data centers. As part of our web & server hosting services, we provide you with storage space of the booked size on our server for storing your data. We further ensure that your stored data can be accessed via the internet. You remain the sole rights holder of the data and can request its release at any time. You are not entitled to allow a third party to use your storage space.

Support services

Furthermore, in relation to our SaaS services, we offer supplementary support services. You can reach us by email at info@i-solve.it. Response times and service levels (SLA) result from the license agreement or the support tier selected therein.

Section 2 Remuneration for our services

You generally acquire our services under the terms of the chosen pricing model or under the terms of the offer prepared individually for you. As a rule, we bill our services based on effort. Any remuneration is understood to be exclusive of value added tax at the statutory rate applicable at the time and place the service is provided.

Unless otherwise agreed, the remuneration for the services to be provided by us is generally to be paid by you in advance for the respective contract month. We are also entitled to invoice you for the respective remuneration up to 12 months in advance. Unless otherwise agreed, our invoices are due upon receipt by you and are to be paid without deductions within fourteen calendar days to the account specified in the invoice.

We have the right to increase our prices if the prices of our service providers (in particular the AI providers and cloud providers we use) increase, if this is necessary to offset inflationary price changes, if the consumer price index increases accordingly, or in the event that we wish to price our business model differently. Price increases will be communicated to you in good time in advance, so that you can agree to them or reject them. Should you not agree to a price increase, we will attempt to find a solution through joint consultations. Should no solution be found in the process, each party is entitled, from the failure of the negotiations, to terminate this contract with one month's notice.

Section 3 Term of the contract

The contract for the software is concluded for the duration selected in the offer or in the license agreement; otherwise, and in the absence of specific details, for the standard term of one month from conclusion of the contract ("basic term").

Termination is possible at any time. The provisions on termination result from the offer or the license agreement. Otherwise, i.e. in the absence of a provision in the aforementioned documents, the following applies: The notice period for both parties is one month to the end of the term. Termination may be given in text form. In the absence of termination, the contract is automatically extended by the duration of the basic term.

An upgrade of the chosen pricing model or an extension of the booked services (e.g. additional provider integrations, a higher number of employees, more storage) is possible at any time with immediate effect. Reducing the number of users or downgrading a pricing model is possible at any time with immediate effect. There is no refund of the costs paid for the current billing period.

Upon the termination taking effect, access to our services is blocked for you and your users. You can export the content processed with our services (in particular knowledge articles, tickets, conversation exports, audit log) until the termination takes effect. Thereafter, we will delete your access entirely. Support services in connection with the termination (in particular export assistance, migration scripts) can be provided by us upon request and, where applicable, against separate remuneration. In the case of self-hosting, your data remains on your infrastructure; the software license, however, ends when the termination takes effect.

The right to extraordinary termination for good cause remains unaffected.

Section 4 Conclusion of the contract

The license agreement for the use of our services is typically concluded through an individual offer from us and your acceptance of this offer in text form – an automated online ordering process is currently not offered on our website. Before concluding the license agreement, we give you the opportunity to take note of these Terms as well as other contractual conditions, to download them and to save them.

Inquiries via the demo request form on our website or by email do not constitute a binding offer; they lead to the commencement of contract negotiations.

Section 5 Integrated services (artificial intelligence)

For the provision of our services, we make use of services from other providers that work with artificial intelligence (hereinafter also referred to as "integrated services"). Which components of the services are affected, or which integrated services these are and by which provider they are made available, can be found in the annex "Integrated services" to these Terms set out below, as well as in the respective current version in the admin area of your tenant. You are independently responsible for informing yourself about any newly added integrated services.

When using services that rely on integrated services, the following applies:

• We give neither a guarantee nor a warranty for the correctness and usability of the answers and results output by the integrated services. These may well be incorrect. You should not base actions relying on such answers on their content without verification, but should critically question them. Security-critical actions (e.g. MFA reset, device wipe, account lifecycle, mailbox delegation) are carried out in iSolve.IT by default in strict mode with mandatory four-eyes approval.
• We give neither a guarantee nor a warranty for the permanent availability of the integrated services. Since these are provided by other organizations, we have no influence over their technical availability.
• We give neither a guarantee nor a warranty that the answers and results are freely usable by you. All answers and results could be protected (by copyright). Such protection generally prohibits in particular any further distribution of the answers and results by you.
• You decide yourself, and are yourself responsible for, which information and data you share with the integrated services via our services. We check the integrated services as to whether they comply with the applicable laws and our guidelines. Nevertheless, you should not share any information and data that is subject to data protection or the protection of secrets, or that constitutes particularly sensitive information about you, your employees, customers, or third parties, unless this is provided for within the framework of your own permission and security policies.
• We assume no responsibility for the answers and results, or actions or omissions on your part, resulting from the use of services that rely on integrated services. In all other respects, we are liable in accordance with the liability provisions communicated below.
• For the use of individual integrated services, the providers may set requirements and rules that go beyond the license agreement and these Terms. Which these are can be found in the annex set out below. You are independently responsible for complying with these requirements.

Annex: Integrated services

The following list names the AI providers used at the time these Terms were drawn up. The providers and models currently in use can be viewed in the admin area of your tenant under "AI costs" – there, the model used is logged for each call. Data-protection details on processing within the product – including sub-processors, EU region, encryption, and retention periods – can be found in the Product Privacy Statement.

Provider: Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland (Google Cloud / Vertex AI)
Model: Google Gemini, obtained via Google Cloud Vertex AI
Processing region: European Union (Vertex AI EU region). A transfer of the request content to third countries outside the EU/EEA does not take place within the scope of the AI processing.
Subject of the service: Processing of employee requests, generation of answers and action proposals, classification, creation of knowledge-article drafts from resolved cases, as well as further tasks around the support workflow.
Model training: In accordance with the Google Cloud terms, Google does not use the customer data processed via Vertex AI to train its own AI models.
Terms of use: cloud.google.com/terms
Data Processing Agreement (DPA): cloud.google.com/terms/data-processing-addendum
Data protection: cloud.google.com/vertex-ai/generative-ai/docs/data-governance

Section 6 Principles for the provision of our services

With our software and its functions, we merely provide you with a technical basis for the purposes that you are to represent within the limits of the acquired services. We assume no responsibility for the actions carried out with our software or for the content processed with our software. For all actions carried out by you with our software and content processed by you, only the statutory provisions, agreements, and contracts apply that you conclude with your customers, partners, and employees, with whom or for whom you use our software.

The approval rules, templates, role templates, knowledge articles, and system-profile entries configured in iSolve.IT are maintained by the customer on their own responsibility. We are not liable for the substantive correctness of these configurations or of actions derived from them.

For the use of our software, the provisions of tenancy law apply in cloud operation. Maintenance measures such as updates, patches, and hotfixes are part of our service. Further support is offered subject to a corresponding agreement. Beyond the maintenance measures, the statutory law on warranty for defects in rented property applies. In self-hosting, the provision is treated similarly to sales law; updates and patches are made available via the agreed distribution channels (container registry).

Adaptations, changes, and additions to the software, as well as measures that serve to identify and remedy malfunctions, will only lead to a temporary interruption or impairment of accessibility if this is strictly necessary for technical reasons.

You may not transfer our services to third parties for commercial use.

We are entitled to have our services provided by third parties and subcontractors.

We reserve the right to change and adapt our services as well as the documents and annexes relating to them, taking your interests into account, provided that we do not thereby breach our main contractual performance obligations. We will only make substantial modifications that change the contractual relationship in a negative respect with your consent. If such consent is not obtained but we nevertheless have to make the relevant modification, because we are changing our business model or because this is necessary for technical reasons, both parties have the right to terminate this contract extraordinarily.

In the event of force majeure, we are released from our obligation to provide the services for the corresponding period, provided that the provision of the service is actually not possible for us. Fire, explosion, flood, war, blockade, embargo, pandemic, and industrial action for which we or a subcontractor are not responsible are deemed to be force majeure.

You are responsible for the actions of your users and are answerable for them as for your own actions.

When using our software, you are prohibited from:

• carrying out load tests, searching our software for security vulnerabilities, or systematically testing the performance of our software (in particular, penetration tests are prohibited without prior written agreement),
• infringing third-party protective rights such as trademark, copyright, and name rights,
• harassing other customers and third parties,
• using malicious or virus-infected documents, files, third-party IT systems, and data in connection with our services,
• using mechanisms, software, and scripts that go beyond the functionalities and interfaces provided, in particular if this blocks, modifies, copies, or overwrites our services,
• impairing our services through data alteration (Section 303a of the German Criminal Code, StGB), computer sabotage (Section 303b StGB), forgery of data of evidential value (Sections 269, 270 StGB), suppression of data of evidential value (Section 274 StGB), computer fraud (Section 263a StGB), data espionage (Section 202a StGB), data interception (Section 202b StGB), or other criminal offenses.

We are entitled, upon stating legitimate reasons, to refuse access to our software and to block or exclude you as a customer or your users, or to terminate the contract extraordinarily, should we receive repeated complaints about you or should the requirements of the contract and these Terms, other requirements communicated by us, or compliance with statutory provisions be repeatedly disregarded by you. We will inform you of this without delay in each case and give you the opportunity to comment. Before a complete block or a complete exclusion, we will inform you 30 days in advance, stating the corresponding reasons. If you eliminate the reason that led to the refusal, block, or exclusion, we will examine a resumption of your services.

Section 7 General liability

Subject to separate provisions in the contract or in these Terms, in particular in Sections 7 and 8, we are liable for direct property and financial damages caused by us, our legal representatives, vicarious agents, and the subcontractors engaged by us, up to EUR 100,000 per damaging event, and, at most and irrespective of the number of damaging events, up to EUR 200,000 per year of the contract term.

In the event of simple negligence, our liability is limited to the damage typical for the contract and foreseeable. Outside the breach of essential contractual obligations, our liability for compensation for indirect property and financial damages, in particular lost profit, is entirely excluded in the event of simple negligence. In the event of force majeure as well as free-of-charge use of our services (e.g. demo or test access), our liability is excluded altogether in the event of simple negligence. Essential contractual obligations are those whose fulfillment makes the proper performance of the contract possible in the first place and on whose fulfillment one may rely.

We are liable without limitation in amount for injury to life, body, or health, as well as for intentional or fraudulent conduct. The same applies to the written assumption of a guarantee for the quality or durability of a service to be provided by us.

Our liability under the Product Liability Act remains unaffected.

You are answerable for the actions of your employees, legal representatives, vicarious agents, and any other users of our services as for your own actions. In addition, within the scope of your responsibility (see in particular Section 6 of these Terms), you are obliged to indemnify us on first demand against claims by third parties for liability on account of damages caused to third parties and other affected persons by your use of our services.

Section 8 Warranty for our services

In the event of material defects and defects of title, the statutory provisions apply, subject to the stipulations in this clause. Section 377 of the German Commercial Code (HGB) applies. All claims for defects are subject to the condition of your immediate notice of defects pursuant to Section 377 (1) and (3) HGB. Your notice of defects must be given in text form.

Material defects

In the event of material defects, you are first entitled, at our choice, to free rectification or replacement delivery (hereinafter "subsequent performance"). If the defect cannot be remedied after two attempts at subsequent performance, it must be examined, before any termination or withdrawal, whether your interests can be satisfied by an alternative solution.

In the case of rental (cloud operation), the strict liability for damages for defects existing at the time of provision under Section 536a (1) BGB is excluded.

Defects of title

Our services are provided to you free of third-party rights. Please inform us without delay in text form if you become aware of third-party rights in our services.

At our request, you are obliged to leave the defense against the claims asserted by third parties to us, to provide us with all information necessary for this, to issue declarations, and to grant powers. In return, we indemnify you against payment and damage claims on account of the third-party rights.

If our services are in fact encumbered with third-party rights, we are entitled, at our choice,

• to eliminate the third-party rights or their assertion (e.g. by paying license fees), or
• to change our services in such a way that third-party rights are no longer infringed.

General

Claims for defects lapse if you have made changes to the services without our prior consent, or if the services are used by you for a purpose not covered by this contract and this act is solely responsible for the occurrence of the defect.

All claims on account of defects become time-barred after 12 months, unless they are already limited or excluded under the aforementioned provisions.

Section 9 Your right to use our services

Software use & general provisions

You receive a simple, non-exclusive right to use our services, limited in time to the duration of the contract and unrestricted in geographical scope.

The group companies in your majority ownership are equally entitled to use the software. This does not entail any independent authority to sublicense or otherwise transfer your rights of use. This right of use ends when the conditions of an affiliated company (e.g. within the meaning of Sections 15 et seq. of the German Stock Corporation Act, AktG) no longer apply to the group company.

You are not entitled to exhibit, publicly reproduce – in particular make publicly available –, edit, rearrange, translate, decompile, or otherwise modify the software. Your rights under Sections 69d (3), 69e of the German Copyright Act (UrhG) remain unaffected.

We are entitled to make other use of our services, including new releases, as well as general know-how, empirical knowledge, methods, and approaches otherwise developed in connection with the contract (provision to third parties, as open-source software, etc.). An exploitation by us of the content stored in your tenant (in particular company-specific knowledge articles, system profiles, conversation and ticket data) expressly does not take place.

Test and demo licenses are, subject to any other agreement, limited to a term of up to 30 days.

Open-source software

For open-source software contained in our services, we grant you such rights as can be transferred to you under the license conditions applicable to us. You are permitted to use our services exclusively within the framework of these license conditions. For uses going beyond this, we assume no warranty or liability.

Section 10 Transfer to third parties

We are entitled to transfer the contract to a legal successor or a group company affiliated with us. We will inform you of this in text form at least two months before the planned transfer.

A transfer of the contract to any other third party requires your prior consent. In the event of your objection, the contract is continued unchanged. The objection is deemed to be good cause for extraordinary termination of the contract by us.

Section 11 Confidentiality

In the course of the cooperation, both parties become aware of trade secrets of the respective other party or of third parties. A trade secret is information that is neither generally known nor readily accessible to the persons who usually deal with this kind of information, that is therefore of economic value, and that is thus the subject of reasonable measures to keep it secret (cf. Section 2 of the German Trade Secrets Act, GeschGehG). A trade secret is furthermore information that is designated as a trade secret, that is protected by industrial property rights or copyright, that is subject to banking secrecy or data protection, and in respect of which there is a legitimate interest in confidentiality.

The receiving party, as well as all those who come into contact with trade secrets in accordance with their intended purpose, are obliged to treat the trade secrets as strictly confidential and to use them or disclose them to third parties and employees only if this is necessary in connection with the business purpose. In all other respects, the receiving party will protect the trade secrets from being disclosed to third parties.

Objects as well as files or other intangible objects on which trade secrets are located must be deleted without delay or handed over to the disclosing party at the request of the disclosing party, or at the latest upon termination of the contractual relationship.

Section 12 Final provisions

The assignment of individual claims arising from this contract requires the prior consent of the respective other party in text form. The assignment of monetary claims is excluded from this.

The law of the Federal Republic of Germany applies exclusively to the entire contractual relationship of the parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction for all disputes arising from the contractual relationship is the court with subject-matter jurisdiction at our registered office, currently Rheinfelden.

Compliance with export control law as well as compliance with all import and export regulations relating to our services rests exclusively with you.

Amendments and additions to the Terms as well as to the entire contract existing between us require text form to be effective. Amendments and additions to the contract that are (must be) made by us due to changed legal or technical requirements for our provision of services and that have no negative effects on the services to which you are entitled become effective if you do not object to an amendment within one month of receipt of a notice of amendment in text form and we have pointed out your right of objection to you in advance. If you object to the amendment, the contract continues to apply unchanged and we are entitled to extraordinary termination of the contract with a notice period of one month to the end of the following calendar month. Amendments and additions to the contract that we wish to make due to changed performance, remuneration, or other commercial or operational requirements only become effective if you expressly agree to them. Text form also applies to an amendment of this form clause. The precedence of individual ancillary agreements remains unaffected. The aforementioned periods do not apply, and there is merely a right to be informed about amendments to the contract, insofar as the amendments are necessary to avert an unforeseen and immediately imminent danger, in order to protect you from fraud, malware, spam, data-protection breaches, or other cybersecurity risks.

Should one of the provisions of the contract be invalid or should the contract contain a gap requiring regulation, this does not affect the validity of the remaining or incomplete provisions. In this case, the parties undertake to replace or supplement the invalid or incomplete provisions with provisions that come economically closest to the invalid or incomplete provisions.