Legal

General Terms and Conditions

Version: October 9, 2026

This is a courtesy translation provided for convenience. Only the German version at gainn.studio/de/terms is legally binding.

Section 1 Scope

(1) These Terms and Conditions apply to all contracts between gainn.studio GmbH, Stuttgart ("gainn"), and entrepreneurs, legal entities under public law and special funds under public law ("Client").

(2) The specific services gainn provides are set out in the offer. In case of conflict, the offer takes precedence over these Terms. In matters of data protection, a data processing agreement takes precedence over both.

(3) The Client's terms and conditions apply only if gainn expressly agrees to them in text form.

Section 2 Services

(1) The content, scope and dates of the services follow from the offer. The offer specifies whether gainn owes a defined result ("deliverable service", for example a use case in productive operation at a fixed price) or an activity ("ongoing service", for example operations, further development, consulting or executive education).

(2) gainn generally works in the Client's systems and together with the Client's team. The persons deployed by gainn remain subject solely to gainn's instructions.

(3) gainn may engage qualified third parties and is responsible for their performance as for its own.

(4) Dates are binding only if the offer expressly designates them as binding.

(5) The parties agree on changes to the scope of services in text form, including the consequences for remuneration and dates. Until an agreement is reached, gainn continues to work on the existing basis.

Section 3 Client's cooperation

(1) The Client appoints a contact person with decision-making authority and a deputy.

(2) The Client provides, in good time and free of charge, what gainn needs for the services. This includes access and permissions to the affected systems, data, documentation, test environments and the time of the experts who know the process.

(3) The Client warrants that it may use the provided data and content for the agreed purpose. The Client is responsible for backing up its data unless gainn has expressly taken over this task.

(4) If an act of cooperation is missing, the affected dates shift by a reasonable period. The Client separately remunerates additional expenses caused by this if gainn has previously pointed out the missing cooperation.

Section 4 Remuneration and payment

(1) The remuneration follows from the offer. All prices are subject to statutory value added tax.

(2) Fixed prices for deliverable services are invoiced 50% upon commissioning and 50% upon acceptance, unless the offer provides otherwise.

(3) Ongoing services are invoiced monthly in advance.

(4) Success-based remuneration is governed by the metrics, baselines and measurement dates defined in the offer. The Client provides the data required for the measurement. An equity stake of gainn in the Client is agreed separately.

(5) Travel expenses and usage-based third-party costs, in particular for models, cloud services and licenses, are borne by the Client unless the offer expressly includes them.

(6) Invoices are payable within 14 days of receipt without deduction.

(7) The Client may set off only undisputed claims or claims established by final judgment.

Section 5 Acceptance

(1) gainn notifies the Client in text form when a deliverable service is ready for acceptance. The Client examines it within 10 working days and declares acceptance or specifies the identified defects in text form.

(2) Insignificant defects do not prevent acceptance. gainn remedies them under the warranty for defects.

(3) The deliverable service is deemed accepted if the Client does not specify a significant defect within the period. gainn points this out in the notification under paragraph 1.

(4) gainn may require partial acceptances for separable partial results.

Section 6 Defects

(1) gainn remedies defects of a deliverable service, at its own choice, by rectification or new production. If subsequent performance fails twice, the Client may reduce the remuneration or withdraw from the contract. Section 10 applies to damages.

(2) Claims for defects become time-barred 12 months after acceptance. This does not apply in cases of fraudulent intent and in the cases of Section 10 paragraph 1.

(3) There is no defect insofar as a deviation results from changes that the Client or third parties made to the deliverable service without gainn's consent, or from third parties changing their systems, interfaces or models after acceptance. Adapting to such changes is part of ongoing operations.

(4) For ongoing services, the Client reports complaints without undue delay. gainn performs the affected service again within a reasonable period and without additional remuneration.

Section 7 Rights of use

(1) Upon full payment of the respective remuneration, the Client receives the non-exclusive right, unlimited in time and territory, to use, modify and further develop the work results created for it, for its own business purposes and those of its affiliated companies. Work results include source code, configurations, workflows, prompts and documentation.

(2) gainn retains the rights to methods, building blocks, templates and tools that gainn brings along or that are not client-specific. gainn may use them, and the general experience gained from the engagement, for other clients and its own products. The Client's confidential information and data are excluded from this.

(3) The Client's data and the content created from it, such as a knowledge graph, belong solely to the Client. gainn uses them exclusively to perform the contract.

(4) The license terms of open-source components and third-party software apply to those components. gainn lists the components used in the documentation.

(5) gainn's standard products are provided under separate terms.

Section 8 Use of AI

(1) gainn uses AI tools in its own work, reviews their results professionally and remains responsible for the delivered service.

(2) The parties define in the offer or in text form which models and services process the Client's data and where they are operated. gainn passes the Client's confidential information and personal data only into services the Client has approved.

(3) gainn builds solutions so that they are traceable and provides for human approval at the agreed points. Outputs of AI models may be incorrect in individual cases. The Client is responsible for the use of individual outputs and for the business decisions based on them.

(4) The Client deploys the solution in its own name and is responsible towards users, data subjects and authorities for compliance with the applicable rules, in particular Regulation (EU) 2024/1689 (AI Act). gainn supplies the required technical documentation as part of the service. gainn creates high-risk AI systems within the meaning of the Regulation only upon express agreement.

Section 9 Confidentiality, data protection, reference

(1) Both parties treat the other party's confidential information as confidential, use it only for the purposes of the contract and protect it with appropriate measures. This obligation continues until three years after the end of the contract. It does not apply to information that is publicly known, that the recipient lawfully received without a confidentiality obligation or developed itself, or that it must disclose due to a legal obligation.

(2) If gainn processes personal data on behalf of the Client, the parties conclude a data processing agreement under Art. 28 GDPR before the processing begins.

(3) gainn may name the Client with name and logo as a reference as long as the Client does not object. gainn publishes further details, such as case descriptions or figures, only with the Client's consent.

Section 10 Liability

(1) gainn is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and within the scope of a guarantee it has assumed.

(2) In the event of a slightly negligent breach of a material contractual obligation, gainn's liability is limited to the foreseeable damage typical for this type of contract. Material obligations are those whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.

(3) In all other respects, liability for slight negligence is excluded.

(4) For the loss of data, gainn is liable only up to the amount of the effort that would have been required for recovery with proper and regular data backups. Paragraph 1 remains unaffected.

(5) These provisions also apply in favor of gainn's legal representatives, employees and vicarious agents.

Section 11 Term, termination, handover

(1) Contracts for deliverable services end upon acceptance. If the Client terminates earlier without good cause, it remunerates the services rendered up to that point plus 15% of the remuneration attributable to the part not yet performed. The Client remains free to prove that gainn is entitled to a lower amount.

(2) Contracts for ongoing services run for an indefinite period. Either party may terminate them in text form with three months' notice to the end of a month, at the earliest upon expiry of a minimum term agreed in the offer.

(3) The right to terminate for good cause remains unaffected. Good cause for gainn exists in particular if the Client is in default of payment for more than 30 days despite a reminder.

(4) Upon the end of the contract, gainn hands over the work results including documentation, returns access, and deletes or releases the Client's data unless a statutory retention obligation exists. Upon request, gainn supports the handover of operations to the Client or a third party against reasonable remuneration.

Section 12 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction is Stuttgart.

(3) Amendments and supplements to the contract require text form.

(4) If a provision is invalid, the remainder of the contract remains in effect.