1. Scope of Application

1.1. These General Terms and Conditions (GTC) apply exclusively to all current and future business relationships between Supercount AI FlexCo (hereinafter "Supercount AI") and its customers. These GTC are intended exclusively for use in business transactions with entrepreneurs within the meaning of Section 1 of the Austrian Entrepreneur Code (UGB).

1.2. Deviating, conflicting, or supplementary general terms and conditions of the customer shall not become part of the contract, even if they are known, unless Supercount AI expressly agrees to their validity in writing.

2. Conclusion of Contract

2.1. Offers from Supercount AI are non-binding and without obligation, unless they are expressly marked as binding.

2.2. The contract is concluded by the written acceptance (e.g., by e-mail) of an offer from Supercount AI by the customer or by the first act of fulfillment by Supercount AI. For Software-as-a-Service (SaaS) services, the contract is particularly concluded through online registration by the customer and confirmation thereof by Supercount AI.

3. Scope of Services

3.1. The specific scope of services to be provided by Supercount AI (e.g., SaaS services, consulting, project execution) is conclusively derived from the respective individual contract or the offer accepted by the customer.

3.2. SaaS Services: Supercount AI makes available to the customer access to the agreed Software-as-a-Service solution via the internet for the duration of the contract. The functionality corresponds to the relevant product description.

3.3. Consulting and Project Services: Consulting and development services are provided carefully and professionally. Unless otherwise agreed, these are service contracts. A specific economic success is not owed.

3.4. Support Services: The scope of support services (e.g., e-mail, telephone, response times) is not regulated in these GTC but is derived exclusively from the respective individual agreement or the service package booked by the customer (see also clause 5.5).

3.5. Availability and Maintenance:

a) Supercount AI endeavors to provide the highest possible availability of the SaaS services (Best Effort). However, a certain availability quota is not guaranteed unless explicitly agreed otherwise.

b) Supercount AI is entitled to temporarily interrupt the SaaS services for maintenance work. Planned maintenance work is preferably carried out outside normal business hours (Mon-Fri, 8 am-6 pm CET) and announced to the customer in good time.

c) In the case of urgent security updates or critical failures, an interruption may occur without prior notice.

3.6. AI-Supported Functions – Support System for Professionals:

a) Supercount AI offers AI-supported functions to support accounting and financial reporting processes (e.g., automated document analysis, booking suggestions, plausibility checks). These functions are intended solely to facilitate the work of qualified personnel (e.g., accountants, tax advisors, qualified employees of the customer) and do not replace them. They do not represent a fully automated system.

b) All AI-generated results (e.g., booking entries, analyses, reallocations) are probabilistic in nature and cannot be 100% error-free as probability-oriented suggestions. The AI never operates completely autonomously but presents all results to the user for review and approval.

c) The customer ensures that the users of the software have the necessary expertise (both in accounting and in understanding AI-supported systems) to assess these probabilistic suggestions. The customer is obligated to professionally examine and approve all AI-generated suggestions, analyses, and booking entries before they are adopted. The sole professional, legal, and tax responsibility for all adopted data, bookings, and financial statements remains exclusively with the customer or their appointed tax advisor/accountant.

d) Supercount AI is not liable for errors, inaccuracies, or misjudgments in AI-generated suggestions unless they are based on gross negligence or intent. This applies in particular to tax, financial, or UGB-related misjudgments.

e) Customer data is not used to train third-party AI models. To improve booking suggestions within the customer's mandate, the system creates case-specific patterns from approved bookings (Pattern Learning). These patterns remain exclusively in the customer-specific data area and are never used across clients or for general model training.

3.7. Updates and Changes to the Software:

a) Supercount AI continuously develops the SaaS services and is entitled to add, modify, or remove existing functions at any time, provided that the core functionality is not significantly impaired.

b) Further development is based on customer feedback, internal roadmap planning, and to increase the benefits for all customers.

c) Significant changes that could significantly impair previous usability are communicated to the customer in good time (at least 14 days in advance).

d) Security and compliance updates can be performed without notice at any time.

3.8. Integrations and Export Functions:

a) Supercount AI offers export functions for common accounting systems (particularly BMD, DATEV, CSV). Compatibility with third-party systems is ensured to the best of our knowledge and belief.

b) The customer is obligated to check exported data for completeness and accuracy before importing it into third-party systems. Supercount AI is not liable for errors arising from import processes into third-party systems.

c) Supercount AI assumes no liability for changes to interfaces by third-party providers (e.g., BMD, DATEV). Adjustments are made at an economically reasonable effort.

3.9. Subcontractors: Supercount AI is entitled to engage knowledgeable third parties (subcontractors) to provide services.

4. Prices and Payment Terms

4.1. All prices are understood in euros (EUR) plus the applicable statutory VAT.

4.2. SaaS fees are payable in advance, either monthly or annually, depending on the agreement. Project and consulting services are invoiced after completion or according to the agreed payment plan.

4.3. Invoices are due for payment without deduction within 14 (fourteen) days from the invoice date. In case of default in payment, Supercount AI is entitled to claim default interest at the statutory rate for business transactions.

4.4. Price Adjustments and Value Protection:

a) The agreed fees are value-protected. The consumer price index 2020 (CPI 2020) published monthly by Statistics Austria or a successor index serves as the basis for calculating the value protection. The base figure is the index figure calculated for the month of contract conclusion. Fluctuations up to 5% are disregarded. When exceeded, the entire change is taken into account.

b) Irrespective of value protection, Supercount AI is entitled to adjust the prices for SaaS services with a notice period of 3 months at the end of a billing period, particularly in the case of demonstrably increased production costs (e.g., for third-party AI services).

c) In the event of a price increase of more than 15% within a calendar year (excluding value protection), the customer has a special right of termination within 30 days after notification of the price adjustment at the earliest possible termination date.

4.5. Fair-Use Policy for AI Services:

a) The use of AI functions is covered by the booked packages. The price calculation is based on an average, reasonable usage intensity.

b) Supercount AI reserves the right to take appropriate measures in case of exceptionally high usage of computationally intensive AI models that significantly exceeds the calculated average costs. This may include temporarily throttling particularly expensive AI models or offering an adjustment of the booked package.

c) The customer will be informed of such a measure in advance. No throttling of the core functionality occurs.

4.6. Test Phase and Different Termination Deadlines:

a) New customers can test the SaaS services for one month (30 days) free of charge. Termination during the trial month is possible at any time without stating reasons.

b) If the customer does not terminate before the end of the trial month, the contract transitions into a paid subscription. The first contract period after the trial month is one quarter (3 months) and can be terminated at the end of this quarter.

c) After the end of this initial quarterly period, the contract is extended indefinitely and can be terminated by either party with one month's notice to the end of the month.

d) The provisions in clause 9.1 (automatic extension by the original term) do not apply to contracts concluded under this clause 4.6.

5. Customer Obligations (Cooperation Obligations)

5.1. The customer is obliged to provide all information, data, and documents necessary for the provision of services by Supercount AI in full and on time.

5.2. The customer is solely responsible for the legality of the data entered into or provided for processing in Supercount AI's systems (hereinafter "customer data"). The customer ensures that the use and processing of this data by Supercount AI as part of the order does not violate applicable law (especially data protection law).

5.3. Access data to SaaS services must be kept secret by the customer and carefully protected from unauthorized access by third parties.

5.4. Data Backup and Export:

a) Supercount AI creates regular backups of customer data. These are used exclusively for system security and recovery after technical disruptions.

b) The customer is responsible for complying with statutory retention obligations (e.g., BAO, UGB). Supercount AI assumes no archiving obligation beyond the contract term.

c) The customer is strongly advised to regularly export their data, especially before tax-relevant deadlines. The platform offers corresponding export functions for this purpose.

5.5. Support and Service:

a) The scope of included support and service (e.g., standard support via email) depends on the package booked.

b) Response times and extended support options (e.g., telephone) may vary depending on the booked package and are outlined in the respective service description.

6. Usage Rights (for SaaS Services)

6.1. Supercount AI grants the customer a non-exclusive, non-transferable, and non-sublicensable right to use the SaaS services to the agreed extent for its own internal business purposes for the duration of the contract.

6.2. Any usage beyond that, particularly reproduction, rental, sublicensing, or other transmission to third parties, is expressly prohibited.

7. Warranty and Liability

7.1. Supercount AI provides a warranty for the agreed condition of the services. In the event of defects in SaaS services, Supercount AI will remedy the defect within a reasonable period (rectification). The customer is only entitled to a price reduction or withdrawal after two failed attempts at rectification regarding the same defect.

7.2. The liability of Supercount AI for slight negligence is excluded. This limitation of liability does not apply to personal injury, damages under the Product Liability Act or for the breach of essential contractual obligations (cardinal obligations).

7.3. Liability for consequential damages, lost profits, data loss (unless caused by gross negligence of Supercount AI), and other indirect damages is excluded to the extent legally permissible.

7.4. Supercount AI is not liable for disruptions or failures due to circumstances beyond their attributable control (especially force majeure).

7.5. Liability in Multi-Tenant Architecture:

Supercount AI operates a multi-tenant architecture. Through technical and organizational measures (especially logical separation and Row Level Security at the database level), it is ensured that data from different customers is strictly separated. Supercount AI is liable for breaches of data isolation only within the limitations governed by clause 7.2.

7.6. Disclaimer for AI-Generated Content:

Supercount AI is not liable for economic damages caused by faulty or incomplete AI suggestions if the customer has not fulfilled their duty of review according to clause 3.6. Responsibility for the professional correctness of all bookkeeping adopted into the financial system lies solely with the customer.

8. Confidentiality and Data Protection

8.1. Both parties commit to treating all business and trade secrets of the other party that they become aware of during the cooperation as strictly confidential and to use them only for contractual purposes.

8.2. Supercount AI processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. Details can be found in Supercount AI's separate privacy policy.

8.3. Insofar as Supercount AI processes personal data on behalf of the customer (e.g., during the use of the SaaS platform), the parties are obliged to conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR.

9. Contract Term and Termination

9.1. The duration of SaaS contracts is derived from the individual contract. Unless otherwise agreed, they automatically extend by the original term if not terminated by either party with three (3) months notice at the end of the respective term in writing. (This clause does not apply to contracts according to clause 4.6).

9.2. The right of both parties to extraordinary termination for an important reason remains unaffected.

9.3. Data After Contract End:

a) After termination of the contract, the customer has 30 (thirty) days to independently export their data in the available export formats (e.g., CSV, BMD, DATEV). Access to the platform remains available during this period.

b) At the customer's explicit written request, Supercount AI can provide a complete data export against payment of a reasonable service fee.

c) After the 30-day period, all customer data will be irretrievably deleted from the production systems. Excluded technical security backups (e.g., Supabase backups) will be retained in accordance with the technical retention policies (generally a maximum of 30 days) and then also deleted.

d) The customer is responsible for complying with statutory retention periods (e.g., BAO, UGB). The customer must ensure that all tax-relevant data and related documents are exported before deletion.

e) At the customer's explicit written request, the retention period can be extended against payment of a monthly storage fee.

10. Final Provisions

10.1. Austrian law applies exclusively excluding the UN Sales Law (CISG) and the reference norms of international private law.

10.2. The exclusive jurisdiction for all disputes arising out of or in connection with this contract is the court competent for 4020 Linz, Austria.

10.3. Should any individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.