Preamble

branchly GmbH, Am Kartoffelgarten 14, 81671 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 by using our SaaS platform and by embedding our interface in the website/app, and potentially hand over to a further channel (LiveChat, form, email, phone, etc.) ("route"). Issues are identified using AI, and the user is then guided through process steps in which they can reach relevant content or channel through free text search/selection buttons. Usage statistics can be tracked through our analytics dashboard. The customer wishes to use the SaaS platform via the internet as software-as-a-service (SaaS). For this purpose, the parties enter into a contract based on branchly's offer and the present terms and conditions. In the event of contradictions between the offer and these terms and conditions, 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 form of SaaS during the contract term. The provision takes place with 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 contract term, provided that such changes do not result in a significant functional deterioration compared to the state existing at the time the contract was concluded.

1.1.3 It is explicitly noted that the offered user interfaces technically cannot display content for search queries in all cases. If no content can be displayed, this may also be due to the absence of a clear content on the customer side, which must then be maintained correspondingly by the customer themselves.

1.2 branchly ensures the technical operation of the software during the contract term, 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 the branchly data center to the public internet. Access to the software at the connection point via the internet is the customer's responsibility.

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 times. Service times are Monday to Friday from 9:00 am to 6:00 pm, excluding nationwide public holidays. Availability means that the software is accessible at the handover point for use via the internet.

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

1.3.3 branchly will inform in good time via the software or by email about the time and duration of foreseeable unavailability outside of service times.

1.3.4 For the maintenance and care of the systems, including any bug fixes, branchly will choose low-traffic times as much as possible and will endeavor to keep user disruptions to a minimum. Provided that work must occur due to technical or organizational circumstances during service times, the customer will be informed within the software or via email. Downtimes due to pre-announced maintenance during service times do not count as unavailability within the meaning of this contract.

1.3.5 If branchly is responsible for failing to achieve the availability agreed upon here, the customer can deduct 0.1% of the remuneration that would be payable for the respective year for each 0.1% lower availability as a flat-rate compensation for damages, up to a maximum of 10% of the annual remuneration. 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 initial phase, the following initial activities will take place, as agreed upon 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 existing data of the customer. 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 creates the design of the user interfaces within specified possibilities (font, colors, etc.) and after consultation with the customer. Alternatively, the customer can adjust the design themselves within the specified possibilities (font, colors, etc.) in the software.

2.1.3 branchly can configure predefined and supported standard interfaces to the existing CMS, CRM, and contact channels (such as Live Chat) of the customer to enable data exchange. The development of custom interfaces for the customer is not subject to the contract and incurs additional costs. Requests will only be accepted in the form of our requirements for individual integrations.

2.2 Integration of the User Interfaces at the Customer's Site

The user interfaces can be integrated into various environments (website & app) using the capabilities provided in the software. The customer is responsible for the integration of the user interfaces themselves. branchly supports the customer upon request and as far as possible in the integration. Support services are additionally to be compensated based on effort according to the hourly rates agreed upon 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 at the customer's wish on-site or online. Consulting and consulting services are additionally to be compensated based on effort according to the hourly rates agreed upon in the offer.

3. Term and Termination

3.1 The contract comes into effect with acceptance of the offer on the date specified in the offer. Unless otherwise agreed, the contract has a term of one year. It automatically extends by one additional year unless terminated by one party with a notice period of 3 months before the end of the contract. In the event of termination, the services rendered up to the termination point are to be compensated.

3.2 branchly may also terminate the provision of optional functions/modules/add-ons – as licensed by the customer according to the offer – with a notice period of one month before the end of a calendar month. The SaaS contract remains unaffected by such a termination. If the customer has made advance payments for the terminated functions/modules/add-ons, branchly will reimburse this pro-rata.

3.3 Any right to extraordinary termination for cause remains unaffected.

4. Usage Rights

4.1 The customer is granted a temporary, non-exclusive, non-transferable, and non-sublicensable right to use the software provided according to Section 1 and its accompanying documentation during the term of this contract for their own business purposes as SaaS.

Usage of the software is limited, as outlined in the offer. In particular, for a fixed price model, the usage of the software is generally limited, as described 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 level, including a new price, and, for example, a modified number of interactions in case of exceeding the limits. The change will then take effect on the first day of the month following the signing of the corresponding order or contract amendment.

4.2 To the extent branchly provides the customer with software for local installation and use (e.g., interfaces) or otherwise provides to the customer other software or copyrighted works in the course of the contract execution, the customer receives on the duration of this contract a temporary, non-exclusive, non-transferable, and non-sublicensable usage right for their own business purposes, provided the use of these works is necessary in connection with the software provided according to Section 1 (Example: interfaces provided by branchly may only be used with the platform).

[1] As interactions, we count complete search queries, i.e., searches via text input or clicking a "button" that generates a response to the end user.

5. Support

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

5.2 Error Resolution

All errors are prioritized and resolved 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 limitations. branchly begins processing the error report during business hours (Monday to Friday 8:00 am to 6:00 pm excluding nationwide public holidays):

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

– For priority 2 and 3 errors, no later than the next working day after the receipt of the error report. 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., for integrating 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 contain new or expanded functionalities that are offered by branchly as additionally licensable modules/add-ons. These will only be activated for the customer if they purchase corresponding paid licenses. Updates also provide adjustments for standard interfaces, but not for customer-specific interfaces. branchly will carry out interface adjustments for standard interfaces at its discretion not or only for an additional fee 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 requests adjustments and extensions of the software (e.g., new features) or other development or consulting services, branchly will provide the customer with an offer upon request. branchly is not obligated to create such offers. The offer usually indicates the expected effort, the remuneration for realization, and any impact on the SaaS fee. Non-exclusive, temporary usage rights according to Section 4.1 are granted to the customer for commissioned adjustments and development services (including new features) upon their completion and full payment.

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 payable 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 are compensated based on effort.

6.3 Unless otherwise agreed, the billing of remuneration based on effort is usually done monthly based on the service records prepared by the employees responsible for providing the services. If the customer does not dispute submitted service records within 14 days, they are considered approved. Remuneration based on effort is due immediately after billing and invoicing without deduction and is payable within 7 days.

6.4 All remuneration is subject to the statutory value-added tax.

6.5 The SaaS fee can be adjusted annually with a notice period of three months with written notification from branchly up to a maximum of 15%. If the customer does not agree to an increase in fees, they can terminate the contract extraordinarily with a notice period of three months within one month of receiving the change notification. If the customer terminates according to this regulation, the original remuneration remains in effect until the expiration of the contract.

6.6 Offsetting with counterclaims as well as the assertion of a right of retention by the customer is excluded, unless it concerns undisputed or legally established claims.

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

7. Liability

branchly is liable for damages and expenses caused intentionally or through gross negligence, as well as for violations of life, body, or health, or for liability under the Product Liability Act within the scope of statutory provisions. In all other cases, branchly's liability is limited as follows:

7.1 branchly is only liable for culpable violations of essential contractual obligations, that is, obligations whose fulfillment makes the proper execution of the contract at all possible and on which the customer regularly relies, and even in these cases, only up to the amount that was foreseeable as damage with the exercise of all necessary care.

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

7.3 The total of all compensation and reimbursement claims under

Section 7.1 and 7.2 is limited to a claim for payment in the amount of the annual

SaaS fee, but a maximum of €20,000.

7.4 The liability limitations set forth here apply regardless of the legal grounds, particularly also concerning pre-contractual and tortious claims. They also apply for the benefit of the vicarious agents and employees of branchly.

8. Data Protection

8.1 The parties mutually commit to using confidential information exchanged between them prior to and during the execution of this contract solely for the performance of the contract and not to make it accessible to third parties without the prior written consent of the other party, and also to protect the embodiment of such information from access by others. The transfer of confidential information for the purpose of contract performance to group companies or subcontractors is permitted. However, these must also be obligated to maintain confidentiality at least to the extent regulated here.

8.2 The obligation of confidentiality continues even after the contractual relationship between the parties ends.

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

8.4 Transferred confidential information shall be returned promptly by the parties upon request, and all copies, reproductions, etc., shall be destroyed or likewise returned upon request.

8.5 The parties are free to name the other party and the respective project for advertising and marketing purposes as a reference. Both sides have the right in this context to also use the respective company logo, provided that no distortion of it is associated with the representation. Further publications require agreement on content with the other party.

8.6 Additionally to this contract, the parties conclude the agreement of branchly for data processing for SaaS services. You can find it here.

9. Final Provisions

9.1 Only German law applies, excluding legal norms that refer to other legal systems. The uniform UN sales law (UNCITRAL) does not apply.

9.2 The place of fulfillment and exclusive 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 besides this contract. This also applies if branchly does not expressly object to them.

9.4 All changes or additions to this contract require written form to be effective. Amendments to the contract that abolish the written form requirement become ineffective if they are not confirmed in writing by both parties within one week. No oral side agreements exist.

9.5 Should individual provisions of this contract be or become legally ineffective or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby.

Both contracting parties already commit to replacing ineffective or unenforceable provisions with others or filling regulatory gaps with appropriate regulations that come closest to the economic purpose of the ineffective provision, but are legally effective.