Service agreement — CTO as a Service

§ 1 Scope and provider

(1) The provider is Digital Maker GmbH, Taunusanlage 8, 60329 Frankfurt am Main, Germany, registered with the commercial register of the local court of Frankfurt am Main under HRB 113628, represented by its managing director Gurdip Mudhar (hereinafter "Digital Maker").

(2) These terms apply to all contracts for the "CTO as a Service" offering in all billing forms (single day, day block) as well as to preparatory services such as the assessment day.

(3) Differing, conflicting or supplementary terms of the customer do not become part of the contract unless Digital Maker expressly agrees to them in text form. This also applies where Digital Maker performs the service without reservation in knowledge of conflicting terms.

§ 2 Business customers only

(1) The offering is directed exclusively at entrepreneurs within the meaning of § 14 German Civil Code. Contracts with consumers are excluded.

(2) By placing an order the customer confirms that it acts as an entrepreneur. Digital Maker may request suitable evidence (e.g. VAT identification number, commercial register extract).

§ 3 Subject matter and type of contract

(1) The subject matter is advice and support for the customer on technology matters, provided by qualified personnel of Digital Maker and called off in days. This includes in particular preparing and justifying technology decisions, reviewing quotes and vendors, developing target architectures and implementation sequences, classifying data protection and regulatory requirements, and technical support in role design and personnel selection.

(2) This is a service contract within the meaning of § 611 German Civil Code. What is owed is the proper performance of the activity, not a particular outcome. In particular, Digital Maker owes neither a specific commercial result nor the achievement of a state of the customer's IT expected by the customer.

(3) No contract for work and services arises even where documents, assessments, architecture sketches or prototypes are produced in the course of the activity. These are aids to the advice and are not works subject to acceptance.

(4) The service is provided in accordance with the recognised rules of technology at the time of performance and with the care of a prudent adviser.

§ 4 No corporate office, no power of representation

(1) Neither Digital Maker nor the persons acting for Digital Maker acquire any corporate office at the customer under this contract. No position as managing director or board member arises, nor any procuration, commercial power of attorney or other power of representation.

(2) All entrepreneurial decisions are made exclusively by the customer through its authorised bodies. Digital Maker prepares decisions, assesses alternatives and issues recommendations; the decision itself and the responsibility for it remain with the customer.

(3) Digital Maker makes no declarations to third parties in the customer's name and concludes no contracts for the customer, unless the customer grants express authority in text form in the individual case.

(4) Liability of Digital Maker under standards applicable to corporate officers, in particular under § 43 German Limited Liability Companies Act or § 93 German Stock Corporation Act, is excluded; absent a corporate office the conditions for it are not met.

§ 5 No staff leasing, no integration

(1) The subject matter of the contract is the provision of a service, not the supply of employees. Temporary employment within the meaning of the German Temporary Employment Act is neither intended nor owed.

(2) The persons acting for Digital Maker are not integrated into the customer's organisation. They are not subject to any right of the customer to issue instructions regarding working time, place of work, the manner of performance or holiday planning. Technical coordination on the subject of the advice does not constitute instructions in this sense.

(3) Digital Maker determines which persons provide the service and may replace them within the agreed qualification. The customer cannot demand a specific person; named contacts and deputies remain unaffected.

(4) The persons acting for Digital Maker do not participate in the customer's attendance obligations, time recording systems, shift plans or on-call duties and are not listed as the customer's own personnel in organisational charts, distribution lists or telephone directories.

(5) Both parties will act so that the actual performance of the contract corresponds to this classification. The customer will inform Digital Maker without delay if an authority or social insurance institution questions the classification.

§ 6 Quotation and conclusion of contract

(1) The presentation on the website does not constitute a binding offer. Following a preliminary conversation, Digital Maker prepares an individual quotation; the contract is concluded upon its acceptance in text form.

(2) The intro call of up to 30 minutes is free of charge and does not establish a contract. It does not constitute advice on which the customer may base decisions.

(3) The contract language is German. The customer receives the essential contract data with the order confirmation.

§ 7 Scope and limits of the service

(1) The specific scope follows from the quotation. Without express agreement, Digital Maker does not owe in particular: assumption of operational or administrative duties, programming within the customer's live operations, on-call availability, fault resolution, management of the customer's employees in the employment-law sense, or representation of the customer before authorities.

(2) Prototypes created in the course of the advice serve decision-making only. They are not intended for productive use, are not tested for operational safety and carry no warranty.

(3) Digital Maker may refuse to provide individual services where doing so would breach legal provisions, professional duties of third parties or recognised security standards.

§ 8 Place of performance, appointments and cancellations

(1) The service is provided, as agreed, at the customer's premises, at Digital Maker's premises or by remote access. There is a right to on-site attendance only where expressly agreed.

(2) A day comprises eight hours of working time including reasonable breaks. A half day comprises four hours. Travel time within the Rhine-Main region does not count as working time. For the purposes of this contract, the Rhine-Main region is the area within 75 kilometres as the crow flies of Digital Maker's registered office; working days are Monday to Friday excluding public holidays at Digital Maker's registered office.

(3) Appointments are set by mutual agreement. If the customer cancels a firmly agreed appointment later than five working days before it, 50 per cent of the day rate falls due as liquidated cancellation damages; for cancellation later than two working days before the appointment, 100 per cent. The customer remains free to prove that no damage, or substantially lower damage, was incurred. Digital Maker credits expenses saved and anything earned through alternative use of the day. If the appointment is moved to a replacement date within eight weeks, no cancellation fee arises. Demonstrably incurred, non-refundable travel costs outside the Rhine-Main region are additionally reimbursable.

(4) If Digital Maker cannot keep an agreed appointment, the customer is informed without delay and an alternative date is offered. No cancellation fee arises at the customer's expense in that case.

§ 9 Day rates and day blocks

(1) Billing is exclusively for days called off. No ongoing fee independent of call-off (retainer) is agreed.

(2) Where a day block is booked, the reduced day rate stated in the quotation applies. The block is payable in advance unless the quotation provides otherwise.

(3) Block days must be called off within the period stated in the quotation. Days not called off lapse without replacement at the end of that period; no refund is made. At the customer's request the period may be extended by mutual agreement in text form.

(4) If the customer terminates ordinarily before the period ends, days already called off are recalculated at the single-day rate stated in the quotation. The recalculation is capped at the amount paid for the block; no additional payment obligation arises for the customer. Any credit remaining thereafter is refunded within 14 days. This unwinds the volume discount, which is justified only where the full block is actually called off. If Digital Maker terminates ordinarily, or the customer terminates for good cause attributable to Digital Maker, the credit is settled at the block rate and refunded.

(5) Blocks are not transferable to third parties. Transfer to the customer's affiliated companies within the meaning of §§ 15 et seq. German Stock Corporation Act is possible subject to prior consent in text form.

§ 10 Travel costs and expenses

(1) Travel within the Rhine-Main region is included in the day rate.

(2) Travel beyond that is agreed in advance and billed at actual cost. Travel time outside the Rhine-Main region is charged at 50 per cent of the pro-rata hourly rate; the hourly rate is one eighth of the agreed day rate.

(3) Expenses for licences, cloud resources, test devices or third-party contributions are borne by the customer. They are incurred only after prior agreement in text form.

§ 11 Prices, invoicing and payment

(1) All prices are in euros plus statutory value added tax at the applicable rate.

(2) Single days are billed monthly in arrears. Blocks are invoiced on conclusion of the contract unless the quotation provides otherwise.

(3) Invoices are payable in full within 14 days of receipt. In the event of default, statutory provisions apply; after prior notice in text form, Digital Maker may withhold further services for as long as undisputed or finally determined invoices remain outstanding.

(4) The customer may set off only counterclaims that have been finally determined by a court, are ready for decision, are undisputed or have been acknowledged by Digital Maker.

(5) The customer may exercise a right of retention only on the basis of counterclaims arising from the same contractual relationship; its rights under § 320 German Civil Code remain unaffected.

§ 12 Customer cooperation

(1) The customer names a contact with decision-making authority and ensures that this person is reachable at the agreed appointments.

(2) The customer provides in good time the information, documents, contracts, system access and premises required for the service. It points out known risks, pending proceedings and existing contractual commitments insofar as they are relevant to the advice.

(3) Delays attributable to omitted or late cooperation are not to the detriment of Digital Maker. Where this causes waiting time on a day already begun, the day remains fully billable.

(4) The customer remains responsible for backing up its data. Before any intervention in productive systems made on Digital Maker's recommendation, the customer must create a restorable backup.

§ 13 Confidentiality

(1) Both parties treat as confidential all information of the other party learned in the course of the cooperation that is marked as confidential or whose confidentiality follows from the circumstances. This applies from the intro call onwards and regardless of whether a contract is concluded.

(2) The obligation continues for the duration of the cooperation and for three years after it ends. For trade secrets within the meaning of the German Trade Secrets Act it applies without time limit for as long as the conditions for protection are met.

(3) Excluded is information that is publicly known, was already lawfully known to the receiving party, was lawfully made available to it by third parties, or whose disclosure is ordered by law or by an authority. In the last case the obliged party informs the other party in advance where permitted.

(4) Digital Maker imposes corresponding obligations on the persons it deploys.

§ 14 Data protection and processing on behalf

(1) Both parties comply with applicable data protection law, in particular the General Data Protection Regulation and the German Federal Data Protection Act.

(2) Insofar as Digital Maker processes the customer's personal data in the course of the service, the parties conclude a data processing agreement under Art. 28 GDPR before processing begins. Without such an agreement no access to personal data takes place.

(3) Remote access to the customer's systems occurs only after release in the individual case, via access provided or approved by the customer, and is logged on request. Access is deactivated once the respective measure is completed.

(4) Digital Maker does not transfer the customer's personal data into its own systems and does not use it for its own purposes, in particular not for training AI models.

§ 15 Professions bound by secrecy

(1) Where the customer is bound by professional secrecy under § 203 German Criminal Code — in particular lawyers, tax advisers, auditors, physicians or dentists — paragraphs 2 and 3 apply in addition.

(2) The persons deployed are placed under an obligation of secrecy pursuant to § 203 (4) German Criminal Code before commencing work. The customer receives the declarations of commitment in text form. Access to client or patient data is limited to what is necessary for the service and is documented.

(3) The customer remains responsible for compliance with its own professional obligations, in particular for assessing whether involving third parties is permissible under professional law in the specific case.

§ 16 Work results and rights of use

(1) Upon full payment the customer receives a simple right of use, unlimited in time and territory, to the documents, assessments, architecture sketches and prototypes created for it in the course of the service, for its own business purposes including those of affiliated companies.

(2) Passing them to third parties for those third parties' own purposes, in particular to competitors of Digital Maker, is not permitted without prior consent in text form. Passing them to the customer's service providers for implementation of the recommendations is permitted.

(3) Digital Maker remains entitled to make unrestricted further use of the general knowledge, methods, procedural models and reusable building blocks acquired in the course of the activity, provided no confidential information of the customer is disclosed thereby.

(4) Rights in pre-existing works, tools and templates of Digital Maker remain with Digital Maker. The customer receives a simple right of use in them to the extent required to use the work results.

§ 17 No legal, tax or audit advice

(1) Digital Maker provides no legal services within the meaning of the German Legal Services Act, no assistance in tax matters within the meaning of the German Tax Advisory Act, and no services subject to the German Public Auditor Act.

(2) Statements on data protection, IT security, the AI Act or other regulatory requirements serve technical classification and do not replace a legal assessment. The customer is expected to have legally significant questions examined by its own professional advisers.

(3) Digital Maker points out apparent need for legal review and, at the customer's request, works alongside the customer's professional advisers.

§ 18 No warranty for AI output

(1) Where AI systems are used in the course of the service, Digital Maker gives no warranty for the accuracy, completeness or currency of the output produced by those systems. Such output is a working aid and is professionally reviewed before use.

(2) The customer is obliged to review AI output itself before any external or legally significant use. Digital Maker is not liable for damage arising from the customer using such output without review.

§ 19 Non-solicitation

(1) The parties undertake, for the duration of the cooperation and for twelve months thereafter, not to actively solicit employees of the other party who were involved in the cooperation.

(2) Not covered are hires resulting from general job advertisements not directed at the person concerned, and applications made without prompting by the hiring party.

(3) For each culpable breach a contractual penalty of one gross monthly salary of the solicited person is agreed, capped at EUR 15,000. The penalty is credited against any further claim for damages; the assertion of further damage otherwise remains unaffected.

§ 20 Liability

(1) Digital Maker is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given.

(2) In cases of simple negligence Digital Maker is liable only for breach of a material contractual obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In such cases liability is limited to the foreseeable damage typical for this type of contract.

(3) Liability for simple negligence is limited in amount to the fees paid for the affected service in the current contract year, but to at least EUR 25,000 per occurrence.

(4) Digital Maker is not liable for decisions the customer takes contrary to a recommendation, nor for damage arising from implementation by third parties whose selection or direction is not the responsibility of Digital Maker.

(5) Any further liability is excluded. The above limitations also apply to the personal liability of employees, representatives and vicarious agents of Digital Maker.

§ 21 Term and termination

(1) A contract for a single day ends upon its performance and billing.

(2) A contract for a day block runs until the agreed call-off period expires. Either party may terminate it with one month's notice to the end of a month; § 9 paragraph 4 governs the billing.

(3) The right to terminate for good cause remains unaffected. Good cause exists for Digital Maker in particular where the customer, despite being asked to desist, demands a service that Digital Maker may refuse under § 7 paragraph 3.

(4) Notices of termination require text form.

§ 22 Reference

(1) Digital Maker may name the customer as a reference only with the customer's prior consent in text form. Consent may be revoked at any time with effect for the future.

(2) An anonymised description of the project without naming the customer and without allowing conclusions to be drawn about it is permitted without consent.

§ 23 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from this contract is Frankfurt am Main, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Amendments and additions to this contract require text form. Individual agreements between the parties always take precedence under § 305b German Civil Code and require no form to be effective.

(4) This contract exists in German, English and Italian. In the event of discrepancies, the German version alone prevails.

(5) Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.