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 (“Supercount AI”) and its customers. They are intended exclusively for business transactions with entrepreneurs within the meaning of Section 1 of the Austrian Business Code (UGB).

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

2. Conclusion of Contract

2.1. Offers by Supercount AI are non-binding, unless expressly designated as binding.

2.2. The contract is concluded by the customer’s written acceptance (e.g. by e-mail) of an offer by Supercount AI, or by the first act of performance by Supercount AI. For Software-as-a-Service (SaaS) services, the contract is concluded in particular through the customer’s online registration and its confirmation by Supercount AI.

3. Scope of Services

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

3.2. SaaS services: Supercount AI provides the customer with access to the agreed SaaS solution via the internet for the duration of the contract. The functionality corresponds to the respective product description.

3.3. Consulting and project services: Consulting and development services are provided carefully and professionally. Unless otherwise agreed, these are contracts for services; a specific economic result is not owed.

3.4. Support services: The scope of support services (e.g. e-mail, telephone, response times) is not governed by these GTC but results 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 endeavours to provide the highest possible availability of the SaaS services (best effort). A specific availability quota is not guaranteed unless expressly agreed otherwise.

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

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

3.6. AI-supported functions – support system for professionals:

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

b) All AI-generated results (e.g. booking entries, analyses, reallocations) are probabilistic in nature and, as probability-based proposals, cannot be 100% error-free. The AI never operates fully 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 proposals. The customer is obliged to professionally review and approve all AI-generated proposals, analyses and booking entries before they are adopted. Sole professional, legal and tax responsibility for all adopted data, bookings and financial statements remains exclusively with the customer or its appointed tax advisor/accountant.

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

e) Customer data is not used to train third-party AI models. To improve booking proposals within the customer’s mandate, the system creates case-specific patterns from approved bookings (Pattern Learning). These patterns remain exclusively within the customer-specific data area and are never used across clients or for general model training. Storage is case-based and serves solely to provide context for the AI functions, not for commercial exploitation. When a case/mandate is deleted, patterns and data are removed — immediately in the production database; in infrastructure backups individual objects such as document images may remain briefly for operational recovery and are then also deleted.

3.7. Updates and changes to the software:

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

b) Further development is based on customer feedback, internal roadmap planning and increasing the benefit for all customers.

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

d) Security and compliance updates may be carried out at any time without prior notice.

3.8. Integrations and export functions:

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

b) The customer is obliged 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 with economically reasonable effort.

3.9. Subcontractors: Supercount AI is entitled to engage knowledgeable third parties (subcontractors) to provide the services. Where personal data is processed on behalf of the customer, the data processing agreement (see clause 8.3) applies.

4. Prices and Payment Terms

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

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

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

4.4. Price adjustment and value protection:

a) The agreed fees are value-protected. The basis for calculating value protection is the Consumer Price Index 2020 (CPI 2020) published monthly by Statistics Austria, or a successor index. The reference figure is the index figure calculated for the month in which the contract is concluded. Fluctuations of up to 5% are disregarded; if 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 three months’ notice to the end of a billing period, in particular in the event of demonstrably increased procurement 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 of the announcement of the price adjustment, effective at the earliest possible termination date.

4.5. Fair-use policy for AI services:

a) Use of the AI functions is covered by the booked packages. Pricing is based on an average, reasonable intensity of use.

b) In the event of exceptionally high use of computationally intensive AI models that significantly exceeds the calculated average costs, Supercount AI reserves the right to take appropriate measures. These may include temporarily throttling particularly cost-intensive AI models or offering an adjustment of the booked package.

c) The customer is informed in advance of such a measure. The core functionality is not throttled.

4.6. Trial phase and different notice periods:

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

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

c) After the end of this initial quarterly period, the contract is extended for an indefinite term and may be terminated by either party with one month’s notice to the end of the month.

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

5. Customer Obligations (Duties to Cooperate)

5.1. The customer is obliged to provide all information, data and documents required for Supercount AI’s provision of services completely and in good time.

5.2. The customer is solely responsible for the lawfulness of the data entered into or provided for processing in Supercount AI’s systems (“customer data”). The customer ensures that the use and processing of this data by Supercount AI within the scope of the order does not violate applicable law (in particular data protection law).

5.3. Access credentials to the SaaS services must be kept secret by the customer and carefully protected against unauthorised access by third parties.

5.4. Data backup and export:

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

b) The customer is responsible for compliance 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 export its data regularly, in particular before tax-relevant deadlines. The platform provides corresponding export functions.

5.5. Support and service:

a) The scope of included support and service (e.g. standard e-mail support) depends on the booked package.

b) Response times and extended support options (e.g. telephone) may vary depending on the booked package and result from the respective service description.

6. Rights of Use (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 use beyond this, in particular reproduction, rental, sublicensing or other transfer to third parties, is expressly prohibited.

7. Warranty and Liability

7.1. Supercount AI warrants the agreed condition of the services. In the event of defects in the 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 to remedy the same defect.

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

7.3. Liability for consequential damages, lost profit, 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 its attributable control (in particular force majeure).

7.5. Liability in the multi-tenant architecture: Supercount AI operates a multi-tenant architecture. Through technical and organisational measures (in particular logical separation and Row-Level Security at the database level), data of different customers is strictly separated. Supercount AI is liable for breaches of data isolation only within the limitations of clause 7.2.

7.6. Disclaimer for AI-generated content: Supercount AI is not liable for economic damages caused by faulty or incomplete AI proposals where the customer has not fulfilled its duty of review under 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 undertake to treat all business and trade secrets of the other party that become known to them in the course of 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 are set out in Supercount AI’s separate privacy policy.

8.3. Where Supercount AI processes personal data on behalf of the customer (e.g. when using the SaaS platform), the parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR. The version agreed between the parties applies; updates take effect in accordance with the amendment procedure provided for in the DPA. The current overview of the sub-processors used, as well as the processing routes that can optionally be activated, results from the DPA; supplementary evidence is provided on request in a controlled due-diligence procedure.

9. Contract Term and Termination

9.1. The term of SaaS contracts results from the individual contract. Unless otherwise agreed, they are automatically extended by the original term unless terminated by either party in writing with three (3) months’ notice to the end of the respective term. (This clause does not apply to contracts under clause 4.6.)

9.2. The right of both parties to extraordinary termination for good cause remains unaffected.

9.3. Data after the end of the contract:

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

b) At the customer’s express written request, Supercount AI may provide a complete data export against payment of a reasonable service fee.

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

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

e) At the customer’s express written request, the retention period may be extended against payment of a monthly storage fee.

10. Final Provisions

10.1. Austrian law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the reference rules of private international law.

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

10.3. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.