APPENDIX 1 – GENERAL TERMS AND CONDITIONS OF DIGICUST FLEXCO
1. Scope and agreement basis
1.1. These GTC apply to agreements between Digicust and customers entering into the agreement in the course of their commercial, independent professional or other business activity, and to legal entities under public law. They do not apply to consumers. In addition to Platform access, they cover related configuration, integration, support, training and other supplementary services agreed in the Offer; Platform-specific provisions apply only if Platform access has been agreed.
1.2. The Offer determines the specific scope of the Agreement. General terms or purchasing terms of the Customer apply only if Digicust expressly agrees to their incorporation in text form. Individually negotiated agreements prevail.
1.3. Product documents become part of the Agreement only if provided to the Customer before acceptance and clearly determinable under clause 3 of the Agreement. Websites, advertising statements and current portal content do not expand the scope of the Agreement without express incorporation.
1.4. “Text form” means a readable declaration on a durable medium; an email is sufficient. “Customer Data” means data and documents entered into the Platform by or for the Customer. “Outputs” means outputs generated for the Customer using the Platform.
2. Platform access, rights of use and AI Outputs
2.1. Digicust makes the Platform available during the term. The Customer receives a non-exclusive, non-transferable and non-sublicensable right to use the Platform through authorised users for its own business purposes. Affiliates expressly named in the Offer may be included.
2.2. All rights in the Platform, software, models, algorithms, documentation and general developments remain with Digicust or its licensors. The Customer may use and export its Outputs for its own business purposes without a time limit; third-party rights and mandatory law remain unaffected.
2.3. The Customer must not copy, modify or resell the Platform without authorisation, offer it to third parties as its own product, circumvent security or use restrictions or analyse it to develop a competing product. Mandatory rights, in particular relating to interoperability, remain unaffected.
2.4. Automated classifications, review notes, drafts and other AI Outputs are decision-support tools. AI Outputs may contain inaccuracies or omissions. The Customer decides on their professionally or legally significant use or authorises the corresponding automation process; expressly agreed performance characteristics and Digicust's responsibility for its own breaches remain unaffected. The Customer must have them reviewed by sufficiently qualified persons before any legally binding or professionally significant use, unless an expressly agreed automation process authorised by the Customer provides for automated use or transmission. Unless expressly agreed, Digicust does not guarantee a particular tariff classification, authority decision, approval or acceptance and does not provide legal, tax or customs advice. Technical transmission to customs authorities or third-party systems takes place exclusively through the agreed approval or automation process authorised by the Customer. Customs representation requires a separate agreement and the necessary power of attorney.
2.5. Each party fulfils the duties arising from its actual role and use under applicable AI law. In particular, the Customer ensures appropriate AI literacy, human oversight and use in accordance with the intended purpose. The Customer must not change the intended purpose or material AI functions without Digicust's consent.
2.6. Digicust may change the Platform for objective reasons, in particular for security, legal compliance, defect correction, interoperability or further development. Agreed material functions must not be substantially reduced. If a substantial reduction is not remedied within a reasonable period or offset by an equivalent alternative, the Customer may terminate the affected Platform scope for cause and receive a pro rata refund of prepaid fees for that scope. The same applies if a third-party integration expressly agreed as material becomes permanently unavailable.
3. Credits, fees and payment
3.1. Credits may be used across all functions of the Digicust AI Platform enabled for the Customer. The allowance agreed for the first Credit period is automatically credited when the Platform account is set up or the Agreement is assigned to an existing account; the allowance for each further Credit period is automatically credited at the beginning of that period. Credits are consumption units deducted after actual use on a case-by-case basis; the number of Credits consumed may vary by case, in particular depending on token and resource use. Consumption is continuously recorded in the Customer's account within the Platform (the “Customer Portal”) and may be viewed there; the Customer may request a current overview of Credit consumption through the Customer Portal at any time. A Credit has no independent monetary value and is not a separate product; a fixed number of Credits per case or service applies only if expressly agreed in the Offer. Credits apply to use of Platform functions; separately commissioned consulting, onboarding, integration, customisation, workshops and travel are not covered by Credits. Irrespective of account setup, crediting or provision of access credentials, the first Credit period begins upon conclusion of the Agreement and lasts twelve months; further twelve-month Credit periods follow immediately while the Agreement remains in force. The Customer may use the agreed allowance at any time during the relevant Credit period; there are no monthly sub-allowances or usage requirements. Unused Credits expire at the end of the agreed Credit period and are not carried forward or refunded unless the Offer provides otherwise. Rights arising from unavailability attributable to Digicust or justified termination for cause remain unaffected.
3.2. Upon conclusion of the Agreement, the entire fixed annual fee for Platform access and the agreed Credit allowance for the first twelve-month contract and Credit period is owed; the corresponding annual fee for each subsequent contract and Credit period is owed at the beginning of that period. The relevant annual fee is invoiced in full in advance. Unless the Offer specifies a shorter payment period, each invoice is payable without deduction within seven calendar days after receipt. Acceptance, provision of access credentials, account setup, crediting of Credits, onboarding, integration or actual use does not defer the annual fee becoming owed or payable. The Customer consents to electronic invoicing and, no later than conclusion of the Agreement, provides Digicust with a current billing email address and, where required, an electronic receiving channel suitable for the legally prescribed invoice format; the Customer keeps the stated receiving channels operational, monitors them regularly and notifies Digicust of changes without undue delay in text form. All prices are exclusive of legally payable value added tax, where applicable.
3.3. Credits used beyond the agreed annual allowance are invoiced monthly in arrears. The price per Credit stated in the Offer applies unless the Offer expressly specifies a different price for excess usage. If the Customer rejects chargeable excess usage in advance in text form, usage is limited when the allowance is reached until an additional allowance is agreed or the next Credit period begins. If the Offer does not state any price per Credit, no chargeable excess usage is enabled.
3.4. Supplementary work is charged only if commissioned in advance in text form. Unless another price has been agreed, the hourly rate is EUR 250 net. Reasonable work required to analyse and remedy disruptions demonstrably originating in the Customer's area of responsibility, an alteration not approved by Digicust or a third-party system used by the Customer is charged as supplementary work after prior notice to the Customer, at the agreed rate or otherwise at the hourly rate above. Changes to the allowance or Platform scope require a supplementary agreement or apply to the next contract period as provided in the Offer.
3.5. Chargeable consulting, onboarding and other supplementary-service appointments must be booked in advance. They may be rescheduled or cancelled in text form free of charge up to 72 hours before the agreed start time. If rescheduled or cancelled later, or in case of non-attendance, the reserved time is charged at the agreed rate or, absent a different agreement, at the hourly rate under clause 3.4. Any expenses saved or alternative use of the reserved capacity are credited; the Customer may show that Digicust incurred a lower loss.
3.6. In the event of late payment, the statutory default interest and claims for reimbursement of reasonable collection costs apply. If, despite a reminder and a cure period of at least 14 calendar days, the Customer is in default with a due claim that has not been reasonably disputed, Digicust may suspend access proportionately after prior notice. Undisputed invoice amounts remain due.
4. Customer duties and integration
4.1. The Customer provides required data, documents, system access, contacts and decisions in a timely and complete manner and of suitable quality. It is responsible for the lawfulness and accuracy of its content and for having the required rights and legal bases.
4.2. The Customer allows access to the Platform only by authorised persons, protects accounts, devices and credentials and promptly reports suspected unauthorised use to Digicust.
4.3. The Customer must not use the Platform unlawfully, abusively or in a manner that endangers security. In particular, it complies with applicable customs, sanctions, export control, data protection and AI law in its use and ensures the professional review required by Appendix 1 clause 2.4.
4.4. Dates for account setup, onboarding or integration are binding only if expressly designated as binding. Delays caused by the Customer, and delays in external interfaces outside Digicust's reasonable control, result in a reasonable extension of dependent deadlines; this does not apply to third parties used by Digicust to perform its own contractual obligations. Additional work is charged only after prior coordination in accordance with Appendix 1 clause 3.4.
4.5. If the Customer culpably infringes third-party rights or provides unlawful content, it indemnifies Digicust against resulting well-founded third-party claims. Digicust promptly informs the Customer, allows it to conduct the defence to the extent legally permissible and does not admit claims without the Customer's consent.
4.6. An acceptance procedure applies only to deliverables expressly designated in the Offer as requiring acceptance. Within ten working days after delivery, the Customer accepts the completed deliverable or refuses acceptance in text form, identifying in sufficient detail at least one specific defect that justifies the refusal; immaterial deviations do not prevent acceptance. Use solely for agreed testing does not constitute use in production. If the Customer uses the relevant deliverable in production, it is deemed accepted 30 calendar days after such use begins unless the Customer has, by then, identified in text form and in sufficient detail a continuing defect that prevents acceptance. In addition, after completion and expiry of the review period, Digicust may, by notice in text form stating the consequence of non-response, set a further reasonable period for acceptance. If the Customer does not refuse acceptance within that period while identifying at least one specific defect that prevents acceptance, the deliverable is deemed accepted upon expiry of the period. Acceptance does not affect the commencement or term of the Agreement, the Credit period, or the fixed annual fee becoming owed or payable under clause 3.2. Statutory defect rights remain unaffected.
5. Term, suspension and end of Agreement
5.1. The Agreement and the initial twelve-month contract term begin upon conclusion of the Agreement. Provision of access credentials, account setup, the crediting of Credits, onboarding, integration and actual use do not postpone that commencement. The Agreement renews for successive twelve-month periods. The ordinary notice period is set out in the Offer; if the Offer contains no notice period, the Agreement may be terminated in text form on three months' notice to the end of the relevant contract period.
5.2. Either party may terminate for cause. A remediable breach generally requires a reasonable cure period first, unless this would be unreasonable or is not required by law.
5.3. Digicust may proportionately suspend the objectively affected Platform scope where specific facts establish unlawful or abusive use or a material risk to the Platform, Customer Data, other customers or third parties. Digicust informs the Customer in advance and allows a remedy unless an acute threat, an order by a competent authority or mandatory law requires immediate action. The suspension ends promptly when the reason no longer exists.
5.4. Platform access ends when the Agreement ends. The export and retrieval rights under clause 6 and Appendix 2 remain unaffected. Rights in Outputs and properly exported Customer Data continue. If the Customer terminates due to a material breach attributable to Digicust, Digicust refunds prepaid fees pro rata for Platform access no longer provided. No refund is due for fees payable until the end of the Agreement in the case of ordinary termination. If Digicust terminates for cause attributable to the Customer, further fee and damages claims are governed by law. Expenses saved and any alternative use of released capacity are credited; the Customer may show that Digicust incurred a lower loss. Double recovery is excluded.
6. Customer Data, export and Data Act
6.1. Rights in Customer Data remain with the Customer or the relevant rights holders. For performance and administration of the Agreement, the Customer grants Digicust a non-exclusive, purpose-limited right to process, reproduce and transmit Customer Data to the extent necessary and to have it processed by engaged subcontractors. Digicust uses Customer Data only to perform the Agreement, maintain security, analyse defects, provide agreed support or follow documented instructions. Use of customer-identifiable content for general model training, independent product development or advertising requires separate express consent. Digicust may use genuinely anonymised and non-reidentifiable statistics for security, capacity planning and Platform improvement.
6.2. The Customer may export Customer Data, Outputs and digital assets during the term in the agreed structured, commonly used and machine-readable formats. Unless it requests earlier return or erasure, the exportable Customer Data, Outputs and digital assets remain available solely for retrieval and export for 30 calendar days after the Agreement ends. Longer mandatory switching, transitional or retrieval periods, in particular under clauses 6.3 and 6.4, remain unaffected. Details of exportable data, digital assets and excluded categories are set out in Appendix 3. Return and erasure are governed by Appendix 2 and, where applicable, clauses 6.3 and 6.4.
6.3. To the extent the Platform is a “data processing service” within the meaning of Regulation (EU) 2023/2854 and that Regulation applies to the Agreement under Article 1(3)(f), in particular because the Customer is a customer in the European Union, the Customer may, on a maximum notice period of two months, switch to another provider or its own ICT infrastructure or request erasure. The transitional period is generally no more than 30 calendar days. If this is technically unfeasible, Digicust informs the Customer within 14 working days and provides reasons for an alternative period of no more than seven months. The Customer may extend the transitional period once by a period it considers more appropriate for its own purposes.
6.4. Digicust supports such a switch and the Customer's exit strategy in good faith, provides all relevant information on the switching procedure, available methods, formats, interfaces, known technical limitations and continuity risks, maintains security and business continuity during the transitional period and enables the transfer of exportable data and digital assets through applicable open interfaces or in a structured, commonly used and machine-readable format. To the extent required by law, Digicust provides suitable open interfaces to the Customer and the destination provider free of charge. Digicust does not charge separate fees for data export, data transfer or switching assistance required by law (“Switching Charges”). Standard fees and any compensation for early termination of a fixed term that is transparently stated in the Offer remain payable only to the extent permitted by law. The affected Platform scope ends when the switch is successfully completed or, for an erasure request, when the notice period expires; Digicust confirms termination. A retrieval period of at least 30 calendar days applies after the transitional period or, where erasure alone is requested, after expiry of the notice period; any retrieval period expiring later under clause 6.2 or mandatory law prevails. Where the Data Act applies and either the switching process has been completed successfully or the Customer has requested erasure alone under clause 6.3, all affected exportable data and digital assets, including existing backup copies, are fully erased after the applicable retrieval period unless mandatory law requires retention. In all other cases, the affected data and digital assets are erased from active systems after the applicable retrieval period; backup copies are erased or overwritten in the documented regular rotation cycle and protected from use in production systems until then.
6.5. To the extent the Data Act applies, Digicust provides the information and references required by Articles 26 and 28 in the form prescribed by law. The relevant internet addresses and details are set out in Appendix 3.
7. Data protection, security and confidentiality
7.1. The parties comply with applicable data protection law. Appendix 2 applies to processing of personal data by Digicust on behalf of the Customer. Digicust takes appropriate technical and organisational measures to protect the Platform and Customer Data.
7.2. After becoming aware of a material security incident specifically affecting Customer Data or material Platform operations, Digicust informs the Customer without undue delay and supplements the available information when material new findings arise. Appendix 2 takes precedence for personal data breaches.
7.3. Each party treats the other party's non-public commercial, technical and organisational information as confidential and uses it only for the Agreement. This does not apply to information that is publicly known without breach, demonstrably already lawfully known, lawfully obtained from a third party or independently developed. Disclosure to persons bound by confidentiality or as required by mandatory law is permitted to the necessary extent; where legally permitted, the other party is informed in advance.
7.4. Confidentiality applies to trade secrets while they remain protected as such and to other confidential information for five years after the Agreement ends. Legally protected reports to authorities, courts and whistleblowing channels remain unaffected.
7.5. Digicust may use the Customer's name or logo as a customer reference only if actively permitted in the Offer. Case studies, quotations, performance data and press releases always require separate consent.
8. Defects, availability and force majeure
8.1. Digicust is obliged to ensure that the Platform substantially performs the expressly agreed functions. A deviation does not arise merely because a properly generated AI Output is assessed differently from a professional perspective.
8.2. The Customer reports identified defects promptly with the information reasonably available to it and gives Digicust a reasonable opportunity to remedy them. If a remedy is refused, not provided within a reasonable period, impossible or unreasonable, the statutory defect rights apply.
8.3. A particular availability level, response time or service credit is owed only if an Availability Agreement has been validly incorporated under clause 3 of the Agreement. Reasonable announced maintenance, urgent security measures and brief interruptions not attributable to Digicust are not defects; rights in the event of material or repeated unavailability remain unaffected.
8.4. To the extent that an exceptional event which was unforeseeable when the Agreement was concluded, unavoidable despite reasonable precautions and outside a party's control (Force Majeure) prevents or materially impairs performance, the affected obligations are suspended for the duration and to the extent of the impediment; the party is not liable to that extent. Such events may include natural disasters, labour disputes, governmental or authority measures including embargoes and sanctions, large-scale cyber incidents, and failures of critical energy, telecommunications, data-centre or cloud infrastructure or external interfaces. Cyber incidents are covered only if the agreed security measures were maintained; the failure of a third party engaged by Digicust is covered only if it results from an event under the first sentence. The affected party promptly informs the other party, mitigates the effects and resumes performance when the impediment ends. If material impairment of key Platform functions lasts more than 60 calendar days, either party may terminate the affected scope; prepaid fees for access no longer provided are refunded pro rata.
9. Liability
9.1. Digicust has unlimited liability for intent and gross negligence, for culpably caused injury to life, body or health, under an expressly assumed guarantee, for fraudulent concealment of a defect and where mandatory law does not permit a limitation of liability.
9.2. In the case of slight or ordinary negligence, Digicust is liable only for breach of a material contractual obligation. An obligation is material if its fulfilment is essential for proper performance of the Agreement and the Customer may regularly rely on its fulfilment. Liability in such case is limited to the damage foreseeable and typical for the Agreement when it was concluded.
9.3. To the extent Digicust is liable under clause 9.2, its aggregate liability for all losses attributable to breaches occurring within the same twelve-month Agreement period is additionally limited to the lower of: (a) EUR 300,000; and (b) 200 per cent of the Annual Agreement Value. “Annual Agreement Value” means the total fixed net fees agreed in the Offer for that twelve-month period for Platform access, Credits and other recurring Platform fees, irrespective of the agreed payment or invoicing schedule. Variable excess-usage fees, separately commissioned Additional Services, expenses, taxes and duties are excluded. Multiple losses arising from the same or a related cause are treated as one loss event and allocated to the Agreement period in which the first breach causing loss occurred.
9.4. These provisions also apply for the benefit of Digicust's legal representatives, employees and persons used to perform its obligations. Mandatory claims, in particular under product liability law and Article 82 GDPR, and statutory rules on the burden of proof remain unaffected.
10. Notices and final provisions
10.1. Agreement-related notices and terminations are made in text form to the contact addresses stated in the Offer or properly designated later. Operational approvals and supplementary work may be approved or commissioned within the agreed scope by the contacts designated by the Customer for that purpose. Changes to price, scope, liability, term or termination rights require approval in text form by a person with authority to represent the Customer or specifically authorised for that purpose. Changes to contact addresses must be notified promptly; mandatory form and receipt rules remain unaffected.
10.2. Digicust may engage qualified subcontractors and remains responsible for their performance in accordance with the Agreement. Appendix 2 additionally applies to data protection subprocessors.
10.3. Neither party transfers the Agreement without the other party's consent. Consent must not be unreasonably withheld. A transfer as part of universal succession or a transfer of the relevant business operation is permitted if the other party's legitimate interests are protected. Mandatory statutory assignment rights remain unaffected.
10.4. Amendments and additions should be documented in text form for evidentiary purposes; the precedence of individually negotiated agreements and mandatory form requirements remain unaffected. Invalid provisions do not affect the remainder of the Agreement; the statutory provisions apply in their place. Governing law, jurisdiction and controlling language are determined exclusively by the Agreement.