Preamble

The branchly GmbH, Auerfeldstraße 18, 81541 Munich ("branchly") is a software company in the field of customer experience and AI. We enable companies to efficiently provide information to users and clarify incoming inquiries through the use of our SaaS platform and by embedding our interface into the website/app, and if necessary, to transfer to a follow-up channel (live chat, form, email, phone, etc.) ("route"). In this process, inquiries are identified using AI, and the user is guided through process steps, where they reach the relevant content or channel through free text search/button selection. Usage statistics can be tracked via our analytics dashboard. The customer wishes to use the SaaS platform over the internet by means of software-as-a-service (SaaS). For this purpose, the parties conclude a contract based on branchly's offer and the present general terms and conditions. In the event of contradictions between the offer and these GTC, the provisions of the offer shall take precedence.

1. SaaS Provision

1.1 The subject of the contract is the provision of the software ordered according to the offer for use by the customer for their own business purposes in the manner of SaaS during the term of the contract. The provision takes place at the start of the contract.

1.1.1 The functionalities of the software are described in the documentation . The documentation is automatically updated in the software after each update.

1.1.2 branchly continuously develops the software. Therefore, the functionalities of the SaaS platform may expand and change during the term of the contract, as long as the changes do not result in a significant functional deterioration compared to the status at the conclusion of the contract.

1.1.3 It is expressly pointed out that the offered user interfaces cannot always technically provide content in response to search queries. If no content can be provided, this may also be due to the absence of clear content on the customer's side. This must then be maintained accordingly by the customer themselves.

1.2 branchly ensures the technical operation of the software during the term of the contract, including the operation, maintenance, and upkeep of the necessary hosting and server infrastructure. The handover point for the software and application data is the connection point of branchly's data center to the public internet. Access to the software at the connection point over the internet is the responsibility of the customer.

1.3. Availability

1.3.1 The subject of the contract is the provision of the software with an availability of 98.5% per contract year during service hours. Service hours are Monday to Friday from 9:00 to 18:00, except for nationwide public holidays. Availability means that the software is reachable at the handover point for use over the internet.

1.3.2 Notwithstanding the contractually owed availability, branchly will not shut down the software outside of service hours, so that it is usually accessible around the clock. However, branchly is not obligated to provide the software outside of service hours.

1.3.3 branchly will inform in a timely manner about foreseeable unavailability outside of service hours regarding the time and duration within the software or via email.

1.3.4 For the maintenance and upkeep of systems, including any error rectifications, branchly will choose operationally weak times whenever possible and will strive to keep disruptions to users as minimal as possible. If work must be done due to technical or organizational circumstances during service hours, the customer will be informed within the software or via email. Downtimes due to previously announced maintenance work during service hours do not count as unavailability in the sense of this contract.

1.3.5 If branchly is responsible for the failure to achieve the agreed availability, the customer can make a deduction of 0.1% as flat-rate compensation for each 0.1% lower availability from the payment due for the respective year, but not exceeding 10% of the annual fee. This settles all claims due to temporary unavailability of the system, unless branchly caused this intentionally or with gross negligence.

2. Setup and Training

During the startup phase, the following initial activities will be carried out as agreed in the offer. The initial activities are to be compensated based on effort, unless otherwise agreed in the offer.

2.1 Setup / Onboarding

2.1.1 The AI of the user interfaces can be trained and calibrated with the customer's existing data. For this purpose, the customer provides corresponding data in a format specified by branchly (usually Excel) in sufficient quantity. Alternatively, the customer can upload the data for display in the software themselves.

2.1.2 branchly will create the design of the user interfaces in line with predefined possibilities (font, colors, etc.) and after consultation with the customer. Alternatively, the customer can adjust the design themselves in the software within predefined possibilities (font, colors, etc.).

2.1.3 branchly can configure predefined and supported standard interfaces to the customer's existing CMS, CRM, and contact channels (such as live chat) to enable data exchange. The development of customer-specific interfaces is not the subject of the contract and is associated with additional costs. Requests will only be accepted in the form of our requirements for individual integrations.

2.2 Integration of User Interfaces at the Customer's Site

The user interfaces can be integrated into various environments (website & app) through the possibilities provided in the software. The customer is responsible for the integration of the user interfaces themselves. branchly will assist the customer upon request and as feasible with the integration. Support services will be compensated separately based on effort according to the hourly rates agreed in the offer.

2.3 Project Consulting

As agreed in the offer, branchly conducts consulting and consulting services, e.g. in the form of workshops according to customer wishes on-site or online. Consulting and consulting services will be additionally compensated based on effort according to the hourly rates agreed in the offer.

3. Duration and Termination

3.1 The contract comes into effect upon acceptance of the offer on the date specified in the offer. Unless otherwise agreed, the contract has a duration of one year. It automatically extends by one additional year if it is not terminated by one party with a notice period of 3 months prior to the end of the contract. In the event of termination, the services provided up to the time of termination are to be compensated.

3.2 branchly can also terminate the provision of optional functions/modules/add-ons - as licensed by the customer according to the offer - with one month's notice to the end of a calendar month. The SaaS contract otherwise remains unaffected by such termination. If the customer has made advance payments for the terminated functions/modules/add-ons, branchly will refund these on a pro-rata basis.

3.3 Any right to extraordinary termination for good cause remains unaffected.

4. Usage Rights

4.1 The customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable right to use the software provided under section 1 and the associated documentation during the term of this contract for their own business purposes.

The use of the software is limited as outlined in the offer. In particular, in the case of a fixed-price model, the use of the software is generally limited, as outlined in the offer, by the number of interactions[1] per contract year.

The customer can contact us at any time to agree on a new license tier, including a new price, if limits are exceeded, as well as, for example, an adjusted number of interactions. The change will take effect on the first day of the following month after signing the corresponding order or contract amendment.

4.2 If branchly provides the customer with software for local installation and use (e.g., interfaces) or otherwise provides software or copyright-protected works in the course of contract execution, the customer receives a temporary, non-exclusive, non-transferable, and non-sublicensable right to use them for their own business purposes, provided that the use of these works is necessary in connection with the software provided under section 1 (example: interfaces provided by branchly may only be used for the platform).

[1] As an interaction, we count complete search queries, i.e. searches via text input or clicking a "button" that outputs an answer to the end user.

5. Support

5.1 Support Contact. branchly provides a support contact via email, generally with the following expected, but not obligatory, first response time: Mon-Thu 24h, Fri-Sun 60h, except for nationwide public holidays. The support contact is the customer's contact person for error reports and technical 2nd-level support.

5.2 Error Rectification

All errors will be prioritized and rectified by branchly according to their priority. An error of priority 1 occurs when the use of the software is impossible or severely restricted. An error of priority 2 occurs when the use of the software is significantly restricted. An error of priority 3 occurs when the use of the software is possible without or with insignificant restrictions. branchly will begin processing the error report during business hours (Monday to Friday, 8:00 a.m. to 6:00 p.m. except for nationwide public holidays):

– For priority 1 errors on the same day if the error report is received during business hours; otherwise, immediately on the next working day.

– For priority 2 and 3 errors, at the latest on the next working day after receipt of the error report. The error processing is included in the SaaS fee.

5.3 2nd-Level Support and Project Consulting

branchly offers technical 2nd-level support and project consulting at the customer's request, e.g., during the integration of the user interfaces. Activities of 2nd-level support and project consulting are not included in the SaaS fee and will be compensated based on effort, unless project consulting services are included in the offer.

5.4 Updates

branchly regularly develops the software further and automatically provides the customer with new versions as updates. Updates may include new or expanded features that are provided by branchly as additionally licensable modules/add-ons. These will only be released for the customer if they purchase the corresponding paid licenses. In the scope of updates, adjustments for standard interfaces are also provided, but not for customer-specific interfaces. branchly will carry out interface adjustments even for standard interfaces at its discretion, or only for additional compensation, if and to the extent

• the manufacturer of the connected system does not make its interface specifications publicly available under unreasonable conditions or only for additional fees, or

• an adjustment of the interface is only possible with disproportionate effort.

5.5 Development Services

If the customer wishes adjustments and extensions of the software (e.g., new features) or other development or consulting services, branchly will submit an offer to the customer upon request. However, branchly is not obliged to create such offers. The offer usually indicates the expected effort, compensation for implementation, and any impact on the SaaS fee. For commissioned adjustments and development services (including new features), non-exclusive, temporary usage rights according to section 4.1 will be granted to the customer upon completion and full compensation.

6. Compensation

6.1 For the provision of the software according to section 1 for use by the customer, branchly receives SaaS fees.

The SaaS fee specified in the offer is due for payment annually in advance, for the first time upon the start of the contract.

6.2 Unless otherwise agreed in the offer, the services according to section 2 will be compensated based on effort.

6.3 Unless otherwise agreed, compensation for services based on effort is usually billed monthly based on the performance records prepared by the employees responsible for providing the services. If the customer does not dispute the submitted performance records within 14 days, they are deemed approved. Compensation for services based on effort is due immediately upon billing and invoicing and is payable without deduction within 7 days.

6.4 All compensations are subject to the statutory value-added tax.

6.5 The SaaS fee may be adjusted by branchly by a maximum of 15% once a year with a notice period of three months by written notice. If the customer does not agree with an increase in fees, they can terminate the contract extraordinarily with a notice period of three months within one month of receiving the amendment notification. If the customer has terminated in accordance with this provision, the original compensation remains in effect until the contract expires.

6.6 A set-off against counterclaims as well as the assertion of a right of retention by the customer is excluded, unless it involves undisputed or legally established claims.

6.7 In the event of payment default by the customer, branchly is entitled to temporarily suspend service provision without prejudice to its other rights until the customer has made all outstanding payments.

7. Liability

For damages and expenses caused intentionally or through gross negligence as well as in the case of injury to life, body, or health or under liability according to the product liability law, branchly is liable within the scope of the legal provisions. In all other cases, branchly's liability is limited as follows:

7.1 branchly is liable only for culpable breaches of essential contractual obligations, that is, such obligations whose fulfillment enables the proper execution of the contract and on whose compliance the customer may regularly rely, and even in these cases only up to the amount that was foreseeable as damage with the application of all necessary diligence.

7.2 Liability for consequential damages, the absence of which is not covered by a promise or guarantee, is excluded.

7.3 The total of all compensation and expense reimbursement claims according to

sections 7.1 and 7.2 is limited to a payment claim of the annual

SaaS fee, but a maximum of €20,000.

7.4 The liability limitations regulated here apply regardless of the legal basis, particularly also in relation to pre-contractual and tortious claims. They also apply in favor of the vicarious agents and employees of branchly.

8. Data Protection

8.1 The parties mutually undertake to use confidential information exchanged in advance and in the course of the execution of this contract only for the execution of the contract, not to make it accessible to third parties without prior written consent from the other party, and to protect the embodiment of such information from access. The disclosure of confidential information for the purpose of fulfilling the contract to group companies or subcontractors is permitted. However, these must be obliged to maintain confidentiality at least to the extent regulated here.

8.2 The obligation of confidentiality also continues after the termination of the contractual relationships of the parties.

8.3 The obligation of confidentiality does not apply to information that is already known to branchly or the customer or that becomes known outside of this contract and the service contracts concluded within its scope without violating a confidentiality obligation.

8.4 Transferred confidential information shall be promptly returned to each other upon request and all copies, transcripts, etc. created shall be destroyed or likewise returned upon request.

8.5 The parties are free to name each other and the respective project for advertising and marketing purposes as a reference. Both parties have the right in this context to use their respective company logo, provided that its representation does not result in a distortion of the same. Further publications require agreement on content with the respective other party.

8.6 The parties additionally conclude the agreement of branchly for the processing of orders for SaaS services with this contract. You can find it here.

9. Final Provisions

9.1 Only German law applies, excluding those legal norms referring to other legal systems. The United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL) does not apply.

9.2 Place of performance and exclusive court of jurisdiction is Munich.

9.3 The parties agree that no general terms and conditions of the customer are incorporated into the contract and come into effect next to this contract. This applies even if branchly does not expressly object to them.

9.4 All changes or additions to this contract must be in writing to be effective. Contract changes that waive the written form requirement will be invalid unless both parties confirm them in writing within one week. There are no verbal side agreements.

9.5 Should any provisions of this contract be wholly or partially ineffective or unenforceable, the validity of the respective other provisions shall not be affected.

Both contracting parties undertake at this point to replace ineffective or unenforceable provisions with others or to fill gaps with appropriate regulations that come as close as possible to the economic purpose of the ineffective regulation, but are themselves effective.