General Terms and Conditions of oneAI GmbH

Version: April 2026 – v1.1

Note: Only the German version of these General Terms and Conditions is binding. This English translation is provided for information purposes only.

§ 1 Scope of application

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts and services that oneAI GmbH (hereinafter "oneAI"), Eisenbahnstraße 50, 72072 Tübingen, registered in the commercial register of the Local Court of Stuttgart under HRB 805312, concludes with entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law (hereinafter "Customer").

(2) The services offered by oneAI are aimed exclusively at entrepreneurs, legal entities under public law and special funds under public law, and not at consumers within the meaning of § 13 BGB.

(3) Conflicting terms and conditions of the Customer shall only be valid if oneAI expressly agrees to their application in writing.

(4) Amendments to these GTC will be communicated to the Customer at least 6 weeks before the proposed effective date. The Customer's consent shall be deemed given if the Customer does not notify their rejection in writing before the proposed effective date of the amendments. oneAI will again notify the Customer of this legal consequence at the start of the period. The amendments shall not take effect if the Customer refuses consent or if oneAI fails to comply with its duty to notify.

(5) The use of the OneAI SaaS platform (oneai.eu) is additionally subject to the separate Terms of Use (hereinafter "ToU") in their respective current version. In the event of conflicts between these GTC and the ToU, the ToU shall prevail with regard to the use of the platform.

§ 2 Conclusion and term of the contract

(1) Offers from oneAI are non-binding. Customer offers are accepted when oneAI confirms them by means of an order confirmation or when, following an order placed by the Customer, performance has commenced. Unless otherwise stated in the order, Customer orders constitute binding offers to conclude a contract with oneAI.

(2) For contracts on the use of the OneAI platform, the contract is, in derogation of paragraph 1, also concluded when the Customer completes the online registration and ordering process on the platform and confirms the selected plan by clicking the corresponding confirmation button. oneAI confirms the conclusion of the contract by e-mail. Different rules apply to Enterprise contracts, which are set out in a separate Enterprise Agreement.

(3) The Customer shall carefully review oneAI's offers for accuracy and suitability. This applies in particular to offers based on certain assumptions. The Customer shall inform oneAI if any assumptions do not apply.

(4) oneAI is entitled to engage third parties to fulfil a contract without requiring separate consent from the Customer.

(5) Contracts of indefinite duration may be terminated in writing with four weeks' notice to the end of a calendar quarter, unless otherwise agreed. The right to extraordinary termination for cause remains unaffected.

§ 3 Quality

(1) Information on the characteristics of oneAI's services contained in public statements, catalogues, brochures, circulars, advertisements, illustrations, advertising, on the website and in price lists does not constitute statements of quality unless it has become part of the contract. The same applies to public statements by third parties.

(2) Customary deviations and deviations resulting from legal requirements or representing technical improvements are permissible insofar as they do not impair the usability for the contractually intended purpose.

(3) Information on the quality or durability of a service does not constitute a warranty (assurance) within the meaning of § 276 (1) BGB or a warranty within the meaning of § 443 BGB unless oneAI has expressly given such a warranty.

§ 4 Terms of use for software and AI services

(1) Insofar as oneAI provides the Customer with software – including the OneAI platform as a SaaS solution – for use, the Customer receives a simple, non-exclusive right to use it within the scope of the contract, limited to the term of the contract and non-transferable.

(2) The Customer is in particular not entitled to reproduce, decompile, disassemble, reverse-engineer, sublicense, lease, or transfer the software or parts thereof to third parties for use. The Customer's statutory rights under §§ 69d (3), 69e UrhG remain unaffected.

(3) Insofar as oneAI provides the Customer with access to third-party software, the separate terms of use of the respective manufacturer or provider apply to that software. The manufacturer's terms of use will be made available to the Customer upon request before the conclusion of the contract.

(4) The platform enables access to AI models from various third-party providers (e.g. OpenAI, Anthropic, Google, Mistral AI). oneAI does not warrant the accuracy, completeness, or suitability of the outputs of these AI models. The Customer is obliged to review AI-generated results on their own responsibility before further use.

(5) oneAI is entitled to change AI model providers, add new models, or remove existing models, provided that the essential usability of the contractually agreed service is not significantly impaired.

(6) The Customer has no claim to delivery of the source code.

§ 4a Exclusion of high-risk applications and safety-critical use

(1) All solutions, software, platforms, and services of oneAI GmbH (hereinafter collectively "Solutions") are general productivity and AI governance tools for businesses. They are not designed, intended, or marketed for use in any of the high-risk areas listed in Annex III of Regulation (EU) 2024/1689 (EU AI Act).

(2) Use of any Solution of oneAI GmbH for the following purposes is expressly prohibited:

a) Biometric identification and categorisation (e.g. facial recognition, biometric profiling)

b) Management and operation of critical infrastructure (e.g. control of electricity, gas, water networks, traffic management systems)

c) General and vocational education (e.g. automated examination grading, access control to educational institutions)

d) Employment, personnel management, and access to self-employment (e.g. automated applicant screening, performance evaluation, termination decisions)

e) Access to essential public and private services (e.g. credit scoring, social benefit assessment)

f) Law enforcement (e.g. risk assessment of natural persons, evidence evaluation)

g) Migration, asylum, and border control (e.g. automated application processing, risk classification of travellers)

h) Administration of justice and democratic processes (e.g. automated adjudication, influencing elections)

(3) The use of any Solution of oneAI GmbH in safety-critical applications is also expressly prohibited. Safety-critical applications include in particular: nuclear technology, aviation (flight control, air traffic control), medical device control, autonomous vehicle control, real-time control of utility infrastructure, chemical and petrochemical plants, space technology and satellite systems, emergency and disaster response, as well as mining and underground engineering.

(4) The Customer acknowledges that the Solutions of oneAI GmbH do not meet the requirements for fail-safe systems (fail-safe design) as required for the aforementioned use cases according to the state of the art and the applicable standards (including IEC 61508, IEC 62304, DO-178C, ISO 26262, DIN EN 50126, IAEA Safety Standards).

(5) If the Customer uses a Solution of oneAI GmbH in violation of this provision in a high-risk area or a safety-critical application, this is done exclusively at the Customer's own risk and responsibility. oneAI and its affiliated companies exclude any liability – to the extent permitted by law – for damages resulting from such prohibited use. This includes in particular property damage, environmental damage, as well as indirect and consequential damages. Liability that cannot be excluded by law (in particular for intent, gross negligence, injury to life, body, or health, as well as under the Product Liability Act) remains unaffected.

(6) The Customer indemnifies oneAI against all claims by third parties arising from the prohibited use of a Solution in high-risk areas or safety-critical applications, including claims by authorities, regulators, injured third parties, and insurers. The duty of indemnification also covers reasonable costs of legal defence.

(7) A breach of paragraphs 2 or 3 constitutes a serious breach of contract that entitles oneAI to immediately suspend access and to extraordinarily terminate all contractual relationships with the Customer without notice.

§ 5 Conditions for consulting and services

(1) "Consulting services" within the meaning of these GTC comprise all knowledge- and consulting-intensive services rendered by oneAI, in particular architecture and technology consulting, conception/design, implementation/development/customising, integration, testing/QA, documentation, project/programme management, workshops/training, as well as accompaniment in operations/support. The list is not exhaustive. A specific work product or success is owed only if expressly agreed in writing; otherwise, these are services.

(2) For consulting services, an order from the Customer is required, specifying the duration, the period of performance, and the subject matter of the consulting activities. § 2 applies to acceptance by oneAI.

(3) oneAI provides consulting services within the framework of a service contract. A specific success is expressly not promised by oneAI.

(4) A consulting day corresponds to eight hours on weekdays between 8:00 and 18:00. For overtime, work outside the regular working hours specified, and activities on statutory Sundays and public holidays at the registered office of oneAI, a surcharge of 100 % is charged. Travel times and necessary travel expenses are invoiced separately.

(5) Travel and accommodation costs are to be reimbursed by the Customer.

(6) The following conditions apply to cancellations by the Customer for agreed on-site or remote appointments:

a) If the cancellation is received by oneAI at least 14 days before the start of the appointment, a processing fee of €30.00 is due.

b) If the cancellation is received by oneAI at least 7 days before the start of the appointment, 50 % of the agreed fee plus statutory VAT is due.

c) If the cancellation is received by oneAI later than 7 days before the start of the appointment, the agreed fee is due in full.

(7) If the Customer terminates or cancels an ongoing consulting engagement outside the ordinary termination right provided for in § 2 (5) and without good cause attributable to oneAI, the Customer owes – in addition to remuneration for all services rendered up to the termination date and notwithstanding § 5 (6) – flat-rate damages amounting to 30 % of the agreed project/service volume still outstanding at the time of receipt of the notice of termination ("residual budget") up to the next possible ordinary termination date.

(8) The Customer reserves the right to prove that oneAI has incurred no loss or a substantially smaller loss; oneAI reserves the right to prove a higher loss.

(9) oneAI shall credit any saved expenses and any other earnings reasonably obtained against the flat-rate damages and shall transparently disclose this offsetting in the invoice. Statutory rights (in particular remuneration in the event of default of acceptance under § 615 BGB and termination for good cause under § 314 BGB) remain unaffected.

§ 6 Prices and payment

(1) The prices for oneAI's services are net prices in euros, plus VAT at the applicable statutory rate. The Customer agrees to electronic invoicing.

(2) All prices for oneAI's services are derived from the order confirmation, the chosen plan, or the applicable price list.

(3) For usage-dependent service components (in particular token consumption with AI models, storage volume, number of users), remuneration is based on actual consumption at the prices applicable at the time of billing.

(4) The Customer is informed that oneAI does not itself determine licence and usage fees of third-party providers (in particular LLM providers such as OpenAI, Anthropic, Google, Mistral AI). If a third-party provider implements a price change in the period from the conclusion of the contract, this will be passed on to the Customer. oneAI will notify the Customer at least 30 days before significant price changes take effect. If the increase is more than 10 % of the previous monthly fee, the Customer has a special right of termination with a notice period of 4 weeks to the end of the month.

(5) Foreign-currency costs (in particular USD-based LLM costs) are converted at the European Central Bank reference rate on the day of invoicing.

(6) Invoice amounts are due and payable without any deduction within 14 days of the date of invoicing. oneAI is entitled to withhold the service owed if the Customer is in arrears with payment.

(7) The Customer is only entitled to set off or withhold payments if the counterclaims are undisputed or have been finally adjudicated.

(8) oneAI is entitled to perform or render outstanding deliveries or services only against advance payment or security if oneAI becomes aware of circumstances after the conclusion of the contract that are likely to materially reduce the Customer's creditworthiness and that jeopardise payment of the outstanding receivables.

(9) Upon expiry of the above payment deadline, the Customer falls into default. During the default, the Customer must pay default interest at the statutory rate. The right to assert further damages caused by default remains unaffected.

(10) If the Customer's default lasts longer than 30 calendar days or if an application for the opening of insolvency proceedings against the Customer's assets is granted, oneAI is entitled to declare all claims against the Customer immediately due and to suspend all services until the outstanding claims have been paid in full. A suspension of services does not constitute withdrawal from the contract. The Customer's contractual payment obligations remain unaffected.

(11) oneAI invoices all services rendered to the Customer at the end of the month. It is irrelevant whether these services are partial services of a larger overall service that may only be completed at a later date.

§ 7 Warranty

(1) The provisions of §§ 536 et seq. BGB (tenancy law) apply accordingly to the provision of the OneAI platform as SaaS. Liability without fault for defects existing at the time of conclusion of the contract (§ 536a (1) Alt. 1 BGB) is excluded.

(2) The Customer has no claims for defects in the case of only insignificant deviation from the agreed quality and only insignificant impairment of usability.

(3) If oneAI's services prove to be defective, oneAI is obliged, at its own discretion, to remedy the defects within a reasonable period by eliminating the defect or providing a defect-free version. oneAI shall bear the expenses required for the purpose of subsequent performance if a defect actually exists. Otherwise, oneAI may demand reimbursement of the costs incurred from the unjustified request to remedy the defect if the Customer knew or should have known that no defect actually existed.

(4) If a reasonable period set by the Customer for subsequent performance has expired without success or is dispensable under statutory provisions, the Customer may withdraw or reduce the price in accordance with statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.

(5) The limitation period for claims relating to material defects and defects of title is – except in cases of fraud and subject to the provisions of § 8 – 12 months, calculated from the provision of the service or from acceptance, where acceptance is required or agreed.

(6) The warranty is excluded if the Customer fails to comply with their duties to cooperate or unilaterally modifies the services rendered by oneAI. This applies in particular if the damage occurred due to the Customer's failure to apply necessary adjustments to their software and/or hardware environment, in particular updates, upgrades, or hotfixes that are generally known and accessible.

(7) oneAI does not warrant the accuracy, completeness, or suitability of results generated by third-party AI models. AI-generated outputs are for informational purposes only and do not replace professional, legal, tax, or medical advice. The Customer is obliged to check all AI-generated results on their own responsibility for accuracy and legal soundness before use.

§ 8 Liability

(1) oneAI's liability for damages or reimbursement of expenses, regardless of the legal grounds, in particular for impossibility, default, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort, insofar as fault is relevant in each case, is limited in accordance with this § 8.

(2) oneAI is not liable in cases of slight negligence by its bodies, legal representatives, employees, or other vicarious agents, unless this constitutes a breach of contractually essential duties (so-called cardinal duties), i.e. duties whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely.

(3) Insofar as oneAI is liable in principle pursuant to § 8 (2), this liability is limited to damages foreseeable at the time of conclusion of the contract and typically occurring. Indirect and consequential damages (e.g. loss of profit) are not compensable. The above provisions of this paragraph 3 do not apply in cases of intentional or grossly negligent conduct of board members or executive employees of oneAI.

(4) In the event of liability for slight negligence, oneAI's obligation to compensate property damage and resulting financial losses is limited to an amount of €50,000 per case of damage and €100,000 for all cases of damage occurring within a calendar year, even where this constitutes a breach of contractually essential duties.

(5) The above exclusions and limitations of liability apply equally to the benefit of the bodies, legal representatives, employees, and other vicarious agents of oneAI.

(6) oneAI is not liable in the event of force majeure. A liability-excluding case of force majeure also exists if performance is disrupted by attacks from the internet as well as from users of the application itself (e.g. malware, viruses, worms, denial-of-service attacks, Trojan horses) that oneAI could not have averted even with the diligence reasonable under the circumstances.

(7) oneAI is furthermore not liable for damages incurred by the Customer through the use of AI-generated results, insofar as the Customer has not reviewed them on their own responsibility before use. This applies in particular to lost profits, reputational damage, and damages due to faulty or incomplete AI outputs.

(8) The limitations in this § 8 do not apply to oneAI's liability for intentional conduct, for guaranteed quality features, for injury to life, body, or health, or under the Product Liability Act.

§ 9 Intellectual property

(1) All rights to the OneAI platform, the associated software solutions, the user interface, algorithms, documentation, and trademarks belong exclusively to oneAI. The Customer does not acquire any ownership or other rights through the contract beyond the right of use granted in § 4.

(2) All rights to content entered or uploaded into the platform by the Customer remain with the Customer. oneAI acquires only the rights of use necessary for the performance of the contract (in particular processing by AI models, indexing, and storage), limited to the term of the contract.

(3) AI-generated results (outputs) created through the Customer's use of the platform are available to the Customer for free use. oneAI makes no claims to these outputs. The Customer acknowledges that the platform is based on probabilistic AI models and that identical or similar results may also be available to other users. No uniqueness or exclusivity of the outputs is guaranteed.

(4) oneAI does not warrant that AI-generated content is free of third-party rights infringements. The Customer is responsible for reviewing the generated content for possible infringements of third-party rights – in particular copyright, trademark, or personality rights.

(5) oneAI is entitled to use the general knowledge, experience, methods, and procedures (general know-how) developed in connection with the performance of the contract for other purposes, provided that no confidential information of the Customer is disclosed thereby.

§ 10 Customer duties to cooperate

(1) The Customer is obliged to prevent loss or unintended modification of data through regular data backups. In particular, before any intervention in their existing hardware and software system, the Customer shall take the measures possible and reasonable according to the latest state of the art to protect against data loss and to back up data.

(2) The maintenance of the software and hardware used by the Customer (in particular updates, patches, upgrades) and keeping it up to date is the Customer's own responsibility.

(3) The Customer is responsible for the confidentiality of their access credentials. Employees of the Customer and users authorised by the Customer are not considered third parties within the meaning of this provision. The Customer must inform oneAI immediately if there are indications that a customer account is being used by unauthorised third parties.

(4) All information provided during registration and in the course of use must be complete, truthful, and current. Changes must be communicated immediately.

(5) If the provision of oneAI's service is delayed due to a circumstance for which the Customer, their legal representatives, employees, or vicarious agents are responsible, any agreed deadlines shall be postponed by the corresponding period. oneAI is released from the obligation to perform until the duties to cooperate have been duly fulfilled.

§ 11 Reference naming

(1) The Customer grants oneAI the right to use their company name and corporate logo for marketing purposes, in particular in presentations, on the website, and in other communication materials. Such use takes place unless the Customer expressly objects in writing.

(2) oneAI is entitled to contact the Customer for the creation of a success story and a customer quote. Drafts will always be submitted to the Customer for review; publication will only take place after the Customer's written approval or after agreement on any corrections.

§ 12 Change of contracting party

(1) oneAI has the right to transfer the contract in whole or in part to affiliated companies or legal successors. The Customer's consent is deemed given if the Customer does not object in writing within one month of oneAI's notification. oneAI will inform the Customer beforehand of the effect of silence. Notification by e-mail is sufficient for the above declarations.

(2) The Customer is not entitled to assign claims against oneAI to third parties without oneAI's consent. This does not apply within the scope of § 354a HGB.

§ 13 Force majeure

(1) oneAI is not liable for impossibility or delay of performance to the extent that these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract for which oneAI is not responsible. Force majeure includes in particular natural disasters, effects of pandemics, war, civil unrest, operational disruptions of any kind, transport delays, strikes, lawful lockouts, shortages of labour, energy, or raw materials, difficulties in obtaining official permits, official measures, or the failure of suppliers to deliver, deliver correctly, or deliver in time despite a congruent covering transaction concluded by oneAI.

(2) If such events significantly impede or render performance impossible for oneAI and the impediment is not merely of a temporary nature, oneAI is entitled to withdraw from the contract or to terminate it for good cause. In the event of impediments of a temporary nature, the performance deadlines shall be extended by the period of the impediment plus a reasonable start-up period.

(3) oneAI will inform the Customer immediately of the occurrence and the expected duration of the force majeure event.

§ 14 Final provisions

(1) The legal relationship between oneAI and the Customer is governed by the law of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.

(2) The place of performance for all contractual obligations is the registered office of oneAI.

(3) The exclusive place of jurisdiction for all disputes is the registered office of oneAI (Tübingen), provided that the Customer is a merchant, a legal entity under public law, or a special fund under public law, or has their registered office abroad.

(4) Should individual provisions of these GTC or parts thereof be or become invalid, this shall not affect the validity of the remaining provisions of these GTC. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

(5) Amendments and additions to these GTC must be made in writing. This also applies to the waiver of this written-form requirement. The precedence of individual side agreements remains unaffected.

(6) Only the German version of these GTC is authoritative. Translations are for information purposes only.