General Terms and Conditions

for the Sale and Delivery of Organisation, Programming Services, Software-as-a-Service (SaaS) Access, and Work Usage Licences (B2B)

PolyDecypher FlexCo — Version: February 2026

1. Scope and Validity of the Contract

1.1 All contracts and agreements shall only be legally binding if they are signed by PolyDecypher FlexCo ("Contractor", "PolyDecypher", "we", "our") in writing in company style and are only binding to the extent specified in the order confirmation. The Client's purchase terms and conditions are hereby excluded for the legal transaction in question and the entire business relationship. Quotations are generally non-binding.

1.2 These General Terms and Conditions ("GTC") apply to all services provided by PolyDecypher, including but not limited to access to the PolyCore platform, consulting services (PolyStart, PolyRelate, PolyServe, PolyResearch), data analytics, predictive modelling, and any related deliverables.

1.3 Services are intended exclusively for business and professional users (B2B). Consumers within the meaning of the Austrian Consumer Protection Act (KSchG) are excluded from the scope of these GTC.

2. Performance, Services, and Acceptance

2.1 Quotations and orders may be made for the following services:

(a) Access to the PolyCore platform (Basic and Premium tiers), including data ingestion, structuring, visualisation, analytics, and predictive modelling features.

(b) Consulting services: PolyStart (initial feasibility analysis and data assessment), PolyRelate (custom data modelling and process optimisation), PolyServe (deployment of custom models as micro-services), and PolyResearch (joint research cooperations and publications).

(c) Development of custom organisational and analytical concepts, global and detailed analyses, and creation of individual software solutions or model adaptations.

(d) Delivery of standard (library) models, algorithms, and pre-trained predictive modules.

(e) Assistance with onboarding, data migration, changeover support, and remote consulting.

(f) Platform maintenance, updates, and support services.

(g) Creation of reports, static dashboards, model export files, and other deliverables.

2.2 The development of custom solutions and models shall be carried out in accordance with the type and scope of the binding information, documents, datasets, and aids provided in full by the Client. This includes practical testing data as well as sufficient testing facilities provided by the Client in good time, during normal working hours, and at its own expense. If the Client already uses the system or data provided for testing purposes for live operation, the Client shall be responsible for securing the live data.

2.3 The basis for the creation of custom solutions is the written service description (Statement of Work) which the Contractor prepares or the Client provides against cost calculation on the basis of the documents and information made available. This service description must be checked by the Client for correctness and completeness and must be endorsed by the Client. Subsequent requests for changes may lead to separate deadline and price agreements.

2.4 Individually created software, model adaptations, or custom analytics deliverables require acceptance by the Client for the respective deliverable no later than four (4) weeks after delivery. This shall be confirmed by the Client in a protocol (check for correctness and completeness based on the service description). If the Client allows the period of four weeks to elapse without acceptance, the deliverable shall be deemed accepted as of the end date of the aforementioned period. Any deliverable used by the Client in live operation shall in any case be deemed accepted.

2.5 Any defects, i.e. deviations from the service description previously agreed in writing, must be reported with sufficient documentation by the Client to the Contractor, who shall endeavour to rectify any defects as quickly as possible. If significant defects are reported in writing, i.e. if live operation cannot be commenced or continued, renewed acceptance is required once the defects have been rectified. The Client is not entitled to refuse acceptance due to minor defects.

2.6 When subscribing to PolyCore Basic or Premium, the Client confirms upon subscription that it is aware of the scope of performance, features, and limitations of the respective tier as described in the current product documentation.

2.7 Should it become apparent during operations that it is factually or legally impossible to execute the contract as specified in the service description, the Contractor shall notify the Client without delay. If the Client fails to amend the service description or create conditions that make execution possible, the Contractor may refuse execution. If the contract cannot be executed as a consequence of a failure on the part of the Client or a subsequent change to the service description by the Client, the Contractor shall be entitled to withdraw from the contract. The costs and expenses incurred up to that point shall be reimbursed by the Client.

2.8 Documentation, reports, and deliverables shall be provided electronically unless otherwise agreed. Any additional training or onboarding sessions requested by the Client beyond the scope of the agreed service shall be invoiced separately.

3. Data Ownership and Processing

3.1 The Client retains full ownership of all raw data, files, datasets, and content uploaded to the PolyCore platform or provided to PolyDecypher in the course of consulting engagements. PolyDecypher does not claim ownership over Client data.

3.2 Client data is processed solely for the purpose of providing the agreed services. PolyDecypher shall not use Client data for any other purpose without prior written consent.

3.3 The Client is solely responsible for the accuracy, completeness, and legal permissibility of all data, content, and information provided to PolyDecypher. The Client warrants that it has all necessary rights and authorisations to provide such data.

3.4 Upon termination of the contract, the Client may request export or deletion of its data within thirty (30) days. After this period, PolyDecypher reserves the right to delete remaining Client data in accordance with applicable data protection regulations.

4. Prices, Taxes, and Fees

4.1 All prices are in euros and exclusive of VAT. They only apply to the present order or subscription. Prices quoted are ex the Contractor's registered office.

4.2 For PolyCore platform subscriptions, the list prices valid on the date of subscription or renewal shall apply. For consulting services (PolyStart, PolyRelate, PolyServe, PolyResearch), fees are determined on a project basis or at the hourly rates valid on the day the service is provided. Deviations from estimated hours outside the Contractor's responsibility shall be invoiced based on actual time spent.

4.3 The costs for travelling, daily and overnight allowances shall be invoiced separately to the Client in accordance with applicable rates. Travelling time is considered working time.

4.4 Platform subscriptions are subject to the billing cycle agreed upon (monthly or annual). Annual subscriptions offer a discounted rate compared to monthly billing. Subscription fees are non-refundable except as required by applicable law.

5. Delivery, Availability, and Deadlines

5.1 The Contractor shall endeavour to meet the agreed deadlines for fulfilment as precisely as possible.

5.2 The targeted fulfilment deadlines can only be met if the Client provides all necessary datasets, documents, and information in full by the deadlines specified by the Contractor and fulfils its obligation to cooperate. Delays caused by incorrect, incomplete, or subsequently changed details provided by the Client are not the responsibility of the Contractor.

5.3 For orders comprising several units, modules, or deliverables, the Contractor shall be entitled to make partial deliveries or issue partial invoices.

5.4 PolyDecypher aims for high availability of the PolyCore platform but does not guarantee uninterrupted service. Scheduled maintenance and updates may occur. The Contractor shall make reasonable efforts to notify the Client of planned downtime in advance. Support levels and response times are defined by subscription tier or individual contract.

6. Payment

6.1 Invoices issued by the Contractor, including VAT, are payable within fourteen (14) days of receipt without any deductions and free of charges. The payment terms stipulated for the entire order shall apply analogously to partial invoices.

6.2 For orders comprising several units (e.g. modules, training courses, implementation phases), the Contractor shall be entitled to issue an invoice after delivery of each individual unit or service.

6.3 Compliance with agreed payment dates is an essential condition for the performance of the delivery or fulfilment of the contract. Failure to comply with agreed payments shall entitle the Contractor to suspend ongoing work, restrict platform access, and withdraw from the contract. All associated costs and loss of profit shall be borne by the Client.

6.4 In the event of late payment, the statutory default interest for business transactions shall be charged. If two instalments of partial payments are not paid on time, the Contractor shall be entitled to enforce the loss of deadlines and call in any acceptances.

6.5 The Client is not authorised to withhold payments due to incomplete overall delivery, guarantee, warranty, or complaint claims.

7. Intellectual Property, Copyright, and Utilisation

7.1 All intellectual property rights related to the PolyCore platform, including but not limited to software, source code, algorithms, workflows, models, pre-trained modules, DataFusion technology, documentation, and user interface designs, remain the exclusive property of PolyDecypher. No rights are granted except as explicitly stated in writing.

7.2 Subject to Sections 7.4 and 7.6, the Contractor shall grant the Client a non-exclusive, non-transferable, non-sublicensable right to use the software and platform for the scope defined in the contract or subscription agreement, for the Client's own internal business use. All other rights remain with the Contractor.

7.3 The cooperation of the Client in the development of custom solutions does not result in the acquisition of any rights beyond the use specified in the contract. There is no co-authorship of the Client. Any infringement of the Contractor's copyrights shall give rise to claims for compensation or damages.

7.4 If an exclusive right of use has been agreed for custom-developed software or models, Section 40b of the Austrian Copyright Act (UrhG) shall apply mutatis mutandis. This shall not apply to programme components created by independent third parties and integrated by the Contractor (e.g. open-source libraries, third-party frameworks). The respectively existing licence conditions shall apply.

7.5 The Client is permitted to make copies of deliverables for archiving and data backup purposes, provided that all copyright and ownership notices are transferred unchanged to these copies.

7.6 For consulting deliverables (PolyStart, PolyRelate, PolyServe, PolyResearch): deliverables may include reports, static dashboards, model files, or restricted platform access. Unless explicitly agreed otherwise, consulting services do not grant full PolyCore access. Deliverables are provided for the Client's internal business use only and may not be redistributed or sublicensed.

8. Permitted and Prohibited Use

8.1 Users agree not to:

(a) Use the services for unlawful purposes or in violation of any applicable law or regulation.

(b) Upload malicious code, viruses, or attempt to compromise system security or integrity.

(c) Reverse engineer, decompile, copy, or otherwise misuse the platform, models, algorithms, or DataFusion technology.

(d) Access data, accounts, or system areas without authorisation.

(e) Share login credentials with unauthorised third parties or allow access beyond the licensed scope.

(f) Use PolyCore or any deliverables to develop competing products or services.

8.2 PolyDecypher reserves the right to restrict or suspend access in case of violations, without prejudice to any other remedies available.

9. Right of Cancellation

9.1 In the event that an agreed delivery time is exceeded due to the sole fault or unlawful action of the Contractor, the Client shall be entitled to withdraw from the relevant order by registered letter if the agreed service is not provided in essential parts even within a reasonable grace period and the Client is not at fault.

9.2 Force majeure, labour disputes, natural disasters, transport blocks, pandemics, cyber-attacks, as well as other circumstances beyond the Contractor's control shall release the Contractor from the delivery obligation or allow the Contractor to redetermine the agreed delivery time.

9.3 Cancellations by the Client are only possible with the written consent of the Contractor. If the Contractor agrees to a cancellation, it shall be entitled to charge a cancellation fee of 30% of the unbilled order value of the overall project, in addition to the services already rendered and costs incurred.

9.4 Platform subscriptions may be terminated according to the applicable subscription terms. Monthly subscriptions may be cancelled with thirty (30) days' notice to the end of a billing period. Annual subscriptions renew automatically unless cancelled at least thirty (30) days before the renewal date.

10. Warranty and Maintenance

10.1 The Contractor warrants that the software and platform fulfil the functions described in the associated documentation, provided that they are used in the operating environment described in the contract or product documentation.

10.2 Troubleshooting is subject to the following preconditions:

(a) The Client notifies the Contractor of the error within a reasonable period.

(b) The Client provides a sufficient description of the error which can be reproduced by the Contractor.

(c) The Client provides all documents and data required to correct the error.

(d) The Client or a third party attributable to the Client has not tampered with the software, platform, or models.

(e) The software and platform are operated under the intended operating conditions in accordance with the documentation.

10.3 In warranty cases, improvement shall take precedence over price reduction or cancellation of the contract. In the event of a justified complaint, the defects shall be remedied within a reasonable period. The presumption of defectiveness pursuant to § 924 ABGB is excluded.

10.4 Corrections and additions necessary before delivery of the agreed service due to organisational and technical deficiencies for which the Contractor is responsible shall be carried out free of charge.

10.5 Any costs for assistance, error diagnosis, and correction in the Client's domain, as well as corrections arising from changes made by the Client or a third party, shall be invoiced separately.

10.6 The Contractor shall not provide any warranty for models, software, or platform components that are subsequently modified by the Client or third parties without authorisation.

10.7 The warranty period is six (6) months from delivery. The Client's rights under the warranty shall expire one (1) month after the end of the warranty period.

10.8 The update obligation pursuant to Section 7 VGG in conjunction with Section 1(3) VGG is excluded unless expressly agreed otherwise. Only the relevant agreements between the contracting parties regarding updates shall apply.

11. Liability

11.1 The Contractor shall only be liable to the Client for damage for which it is demonstrably responsible in the event of gross negligence. This shall also apply mutatis mutandis to damage attributable to third parties engaged by the Contractor. The Contractor's liability for personal injury shall be unlimited.

11.2 Liability for indirect damages – such as loss of profit, costs associated with business interruption, loss of data, or third-party claims – is expressly excluded.

11.3 In any event, the total aggregate liability of the Contractor shall be limited to the fees paid by the Client within the twelve (12) months preceding the event giving rise to the claim.

11.4 Damages claims shall be time-barred as specified by statutory provisions, but no later than one (1) year after the damage and the damaging party become known.

11.5 If the Contractor uses third-party services and warranty or liability claims arise against such third parties, the Contractor shall assign these claims to the Client. The Client shall give priority to pursuing claims against these third parties.

11.6 The Contractor does not warrant the accuracy, completeness, or suitability of any predictive models, forecasts, risk assessments, or analytical results generated through the PolyCore platform or consulting services. All predictions and recommendations are provided as decision-support tools only. The Client remains solely responsible for any business decisions made on the basis of such outputs.

12. Loyalty and Non-Solicitation

12.1 The contracting parties shall be loyal to each other. They shall refrain from canvassing and employing, including via third parties, employees of the other contracting party who have been involved in the realisation of the orders during the duration of the contract and for twelve (12) months after the end of the contract. The contracting party in breach shall be obliged to pay liquidated damages in the amount of one year's salary of the employee concerned.

13. Data Protection

13.1 The Contractor shall oblige its employees to comply with the provisions of the Austrian Data Protection Act (DSG) and the General Data Protection Regulation (GDPR).

13.2 Personal data processing is governed by the Contractor's Privacy Policy. The data protection declaration within the meaning of Articles 13 and 14 GDPR is attached to the order or made available on the Contractor's website.

13.3 Where the Contractor processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) shall be concluded in accordance with Article 28 GDPR.

13.4 PolyDecypher complies with GDPR and applicable EU and Austrian data protection laws. Data is stored within the European Union unless otherwise agreed and disclosed.

14. Confidentiality

14.1 Each contracting party warrants to the other that it will treat all trade secrets, proprietary information, and non-public technical, commercial, and data-related information disclosed in connection with this contract as confidential and will not disclose them to any third parties, unless they are generally known, were already known to the recipient without obligation of confidentiality, were disclosed by a third party without obligation of confidentiality, were independently developed by the recipient, or must be disclosed on the basis of a legally binding official or judicial decision.

14.2 Client data and results generated within the PolyCore platform are treated as confidential by default.

14.3 Subcontractors engaged by the Contractor shall not be deemed third parties insofar as they are subject to a confidentiality obligation corresponding to this section.

14.4 Confidentiality obligations shall survive the termination of the contract for a period of three (3) years.

15. Termination

15.1 Either party may terminate the contract according to the applicable agreement, subscription terms, or Statement of Work.

15.2 Upon termination:

(a) Client access to the PolyCore platform will be disabled.

(b) Data can be exported or deleted upon request within thirty (30) days (see Section 3.4).

(c) Confidentiality obligations remain in effect (see Section 14.4).

(d) Outstanding invoices remain due and payable.

15.3 The Contractor may terminate or suspend access immediately in the event of material breach, non-payment, or violation of these GTC.

16. Governing Law and Jurisdiction

16.1 Unless otherwise agreed, these GTC and all contracts between the parties shall be governed exclusively by the laws of the Republic of Austria, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.

16.2 Any disputes arising from or in connection with this contract shall be subject to the exclusive jurisdiction of the competent court for the Contractor's registered office in Graz, Austria.

17. Severability and Amendments

17.1 Should one or more provisions of this contract be or become invalid in whole or in part, this shall not affect the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid clause.

17.2 PolyDecypher may update these GTC from time to time. Material changes will be communicated through the website, platform, or direct notification. Continued use of the services after notification constitutes acceptance of the updated GTC.

17.3 Amendments, supplements, or side agreements to individual contracts require written form to be effective.

18. Dispute Resolution (Mediation Clause)

In the event of disputes arising from this contract that cannot be settled by mutual agreement, the contracting parties agree to consult registered mediators (ZivMediatG) specialising in commercial mediation, recorded in the list of the Austrian Ministry of Justice, for the out-of-court settlement of the dispute. If no agreement is reached on the choice of mediators or the substance of the dispute, legal proceedings shall be initiated at the earliest one (1) month from the date of the breakdown of negotiations.

Austrian law shall govern any subsequent legal proceedings. It is agreed that all necessary costs incurred from preceding mediation, including expenses for legal advisors, can be claimed in court or arbitration proceedings as pre-litigation costs.

These GTC are based on the model terms recommended by the Austrian Federal Economic Chamber (WKO), Association of Management Consulting, Accounting and Information Technology (UBIT), adapted for the specific services of PolyDecypher FlexCo.

Last updated: February 2026