Appendix I: General Terms & Conditions

for the Provision of Software Services, as of August 28th, 2025

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Preamble

Konvo GmbH, Berlin, Germany, (hereinafter “we” or “Software Provider”), offers solely merchants and service providers who are entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (“BGB”) (hereinafter “Client(s)”) an array of marketing services in accordance with the provisions of these Terms & Conditions.

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By signing or by using the services of the Software Provider, the Client agrees to the following Terms & Conditions.‍

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1. General provisions

1. These Terms & Conditions conclusively contain the terms and conditions applicable between the Software Provider and the Client for the services offered by the Software Provider under these Terms & Conditions. Any provisions deviating from these Terms & Conditions shall only apply if they are confirmed in writing by the Software Provider; this applies in particular to commercial agreements, which then take precedence over these Terms and Conditions in the event of a conflict. Terms and conditions of the Client shall not apply vis-à-vis the Software Provider. Counter-confirmations (Gegenbestätigungen) by the Client with reference to their own terms and conditions are expressly rejected.

2. Services of the Software Provider

1. The Software Provider provides the Client with access to a Software-as-a-Service (SaaS) platform for AI-powered customer communication automation ("Platform"). The Platform enables automated conversations with end customers through various messaging channels including but not limited to WhatsApp Business API, email, and web chat.
2. The specific features of the Platform, usage limits, and service levels are defined in the selected subscription plan as described on the Software Provider's website or in a separate commercial agreement, unless otherwise agreed in writing.
3. The Software Provider provides technical support via email and live chat during regular business hours (9 AM - 6 PM CET, Monday-Friday). Additional support services including one-on-one meetings may be provided at the Software Provider's discretion. No specific service level agreements (SLAs) are guaranteed unless separately agreed in writing.
4. The Client is responsible for providing necessary integrations and access to their systems as required for the Platform to function properly.

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3. Obligations of the Client

1. The services of the Software Provider may not be made available to third parties by the Client unless this has been expressly agreed by the Software Provider and the Client.
2. The Client undertakes to comply with all applicable laws and regulations, including related to privacy, data protection and exportation, regarding its activities related to these Terms & Conditions and shall ensure and be responsible for the compliance of its subcontractors accordingly.
3. The Client grants the Software Provider the right to use anonymized conversation data and usage patterns generated through the Client’s use of the Platform unlimited in time to improve service features and functionality; this also applies to unknown types of use. All other content usage rights are limited to the contract duration plus 90 days thereafter and serve solely for the purpose of fulfilling the contract and post-contractual storage obligations.    
4. The Client is particularly obliged to
   
   • a) support the Software Provider to a reasonable extent in providing the contractual services;
   • b) truthfully and completely describe the products and services offered by them (including the full price including any applicable value added tax as well as delivery time and shipping conditions);
   • c) comply with all consumer protection regulations, in particular the granting of a right of withdrawal (Widerrufsrecht), the provision of a legal notice (Impressum), insofar as this is required by law, and to provide data protection information to End Customers in their offers;
   • d) determine for themselves whether any taxes, levies and/or customs duties apply to the products and services they post and whether these are to be paid by them;
   • e) comply with all obligations of an operator of its AI system under the EU AI Act, including but not limited to ensuring appropriate human oversight, maintaining logs, and implementing necessary risk management measures for their specific use case.    
5. The Client grants the Software Provider the right to advertise with the Client’s name and logo on their website and other marketing materials.
6. The Client agrees to provide a testimonial about their satisfaction and experience with the Software Provider no later than 90 days after the contractual agreement date, which the Software Provider may use for advertising purposes (e.g., on their homepage, press release, ads). The format of the testimonial (written, video, or other) shall be mutually agreed upon

4. Software License and Usage Rights

1. The Software Provider grants the Client a non-exclusive, non-transferable and non-sublicensable right to access and use the Platform for the contractual purposes during the contract term, subject to the agreed usage limits and these Terms & Conditions.
2. The Client may not reverse engineer, decompile, or attempt to extract the source code of the Platform, except to the extent expressly permitted under applicable law.
3. All intellectual property rights in the Platform and its components remain with the Software Provider.

5. Data Processing and Privacy

1. The Software Provider processes personal data of the Client and its customers as end users in accordance with applicable data protection laws, including GDPR, as detailed in the separate Data Processing Agreement (DPA) and Privacy Policy.

6. Fees

1. The amount of the fees to be paid by the Client to the Software Provider, the payment method and the payment period are based on the selected subscription plan and actual usage (AI sessions, marketing contacts, etc.) as specified on the Software Provider's website or in a separate commercial agreement. WhatsApp Business API costs are billed separately. Transaction fees for the fee payments are to be paid by the Client.
2. Unless otherwise agreed, the Software Provider shall provide the Client – at the latest on the 15th of each month – with an electronic statement of the base fee for the current month and any additional fees incurred for the previous month. Unless otherwise agreed, fees are due immediately upon invoice generation and will be automatically charged via the Client's selected payment method, plus value added tax at the applicable tax rate. The Client agrees to the storage of the billing data for evidentiary purposes and/or within the scope of the statutory retention obligations. Objections to the respective invoice must be made in writing to the Software Provider within four weeks of receipt of the invoice, otherwise the respective invoice shall be deemed approved.
3. In the event of late payment regarding the fees, the Software Provider is entitled to demand interest on the outstanding fees from the respective Client at a rate of 9 percentage points above the base rate (Basiszinssatz). If payment of the fees is already more than four weeks late, the Software Provider is entitled to stop offering its services to the Client after a prior reminder with a deadline to no avail. The Software Provider's claim to fees remains unaffected by the blockage. No fees are charged while the account is deactivated for non-payment. Only when the outstanding fee claims have been settled by the Client will their services be reactivated.
4. The Software Provider is entitled to adjust the amount of the fees after each year of service according to the Index of average gross monthly earnings of full-time employees in the Information Technology Services sector (Statistisches Bundesamt, Genesis-Code: 626361-0026, WZ08-62) or an indexation corresponding in substance to this index, reflecting continuous improvements in the Platform. If the increase in the fees is more than 10% p.a., the Client has the right to terminate the contractual relationship at the end of the current contractual month for cause.

7. Duration of the contract and amendment of the Terms & Conditions

1. The contract term shall be determined by the selected subscription plan:.
   
   • Monthly plans: Indefinite duration with monthly billing, terminable by either party at any time and effective at the end of the current billing period
   • Annual plans: Fixed 12-month term with automatic renewal for successive 12-month periods unless terminated with 30 days' notice before the end of the current term
   • Custom terms: As specified in a separate commercial agreement    
2. Each party has the right to terminate the contract for good cause without notice. A good cause is in particular:
   
   • the breach by a Client of the provisions of these Terms & Conditions, which is not remedied even after a deadline has been set;
   • the tortious act (deliktische Handlung) of a Client or the attempt of such an act, e.g. fraud;
   • the Client’s delay in payment obligation in accordance with the fees to be paid by the Client pursuant to Section 6 para. 1 by more than two months;
   • persistent operational disruptions due to force majeure beyond the Software Provider's control, such as natural disasters, fire, collapse of line networks through no fault of the Software Provider.
3. If the Client is responsible for the extraordinary reason for termination according to para. 2 they are obliged to continue to pay the Software Provider the agreed fees minus the expenses saved by the Software Provider until the earliest possible time of the end of the contract through ordinary termination.
4. Any termination must be made in writing.
5. The Software Provider shall notify the Client of any changes to these Terms & Conditions of business in writing or by e-mail. If the Client does not object to such other changes within 15 days after receipt of the notification, the changes shall be deemed to be agreed. The Client will be informed separately about the right to object and the legal consequences of silence in the event of changes to the Terms & Conditions.

8. Warranty and Liability

1. The Software Provider warrants that the Platform will perform substantially in accordance with the service description. Warranty is excluded for only minor reductions in performance. If a defect occurs, the Software Provider will remedy it within a reasonable period. However, the Software Provider is not responsible for impairments resulting from the Client’s environment, incomplete or incorrect data, improper use of the Platform, or other circumstances attributable to the Client.
2. Any strict liability for initial defects as per Section 536a (1) German Civil Code (BGB) is excluded. A right to self-remedy under Section 536a (2) of the German Civil Code (BGB) does not exist.
3. The Software Provider's liability for damages is limited to damages typical and foreseeable for this type of contract, except for damages caused by intent or gross negligence. The damages typical and foreseeable for this type of contract shall not exceed the fees paid by the Client in the 12 months preceding the damage event.
4. The Software Provider's liability for indirect damages, consequential damages, lost profits, or business interruption is excluded to the extent permitted by law.(5) The Client acknowledges that AI-generated responses may contain errors and agrees to implement appropriate human oversight. The Client bears full responsibility for business decisions made based on AI outputs.
5. Claims for damages must be asserted within 6 months of knowledge of the damage and the party responsible.
6. Fault-based liability for damages resulting from injury to life, body, or health, as well as under the Product Liability Act, remains unaffected by the foregoing provisions.

9. Confidentiality

1. Confidential information to be treated confidentially is information expressly designated as confidential by the party providing the information and such information whose confidentiality is clearly evident from the circumstances of the transfer, including but not limited to business strategies, customer data, technical specifications, and pricing information. Confidential information also includes, in particular, all trade secrets within the meaning of Section 2 of the German Trade Secrets Act (GeschGehG). In particular, the Software Provider shall treat the Client’s data confidentially if they should gain knowledge of them.
2. No information to be treated as confidential is present if the contractual partner receiving the information proves that it:
   
   • a) was known or generally accessible to them before the date of receipt;
   • b) was known or generally accessible to the public before the date of receipt;
   • c) became known or generally accessible to the public after the date of receipt without the contractual partner receiving the information being responsible for this;
   • d) must be disclosed to comply with statutory obligations.
3. The contractual partners shall maintain secrecy about all confidential information which they have come to know within the scope of this contractual relationship and shall only use this information for the other contractual partner’s prior written consent vis-à-vis third parties. If an administrative body or a court under proceedings requests confidential information, the contractual parties will contact each other and cooperate to minimize possible adverse effects of such disclosure if not legally prohibited. The Client acknowledges that the Software Provider may be obligated to disclose Client information to regulatory authorities or third-party service providers (such as, but not limited to WhatsApp) when legally required.
4. Public declarations of the contractual partners about cooperation are only made in advance and in mutual agreement, unless expressly agreed otherwise and with exception for the testimonial obligations under Section 3(6) and marketing rights under Section 3(5).
5. The obligations pursuant to para. 3 shall also continue to exist beyond the end of the contract for an indefinite period of time, namely as long as the existence of an exception pursuant to para. 2 has not been proven.

10. Final provisions

1. The Software Provider reserves the right to amend these Terms & Conditions, provided the changes are reasonable for the Client. Reasonable changes include adjustments to unforeseeable developments at the time of contract conclusion, as long as they do not affect essential provisions regarding the scope of services, contract duration, or termination. Otherwise, the Software Provider may amend the Terms & Conditions to address non-negligible issues arising after contract conclusion, particularly due to new legislation or case law. The Client shall be notified of any amendments to these Terms & Conditions in text form at least 4 weeks before they come into effect. These amendments shall come into effect if the Client does not object within 4 weeks after the notification. The notification shall refer to the date of entry into force and the preceding right to object.
2. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all legal disputes is the registered office (Sitz) of the Software Provider. In addition, the Software Provider is also entitled to sue at the Client’s general place of jurisdiction (Allgemeiner Gerichtsstand).
3. Should selected provisions of these Terms & Conditions be or become invalid and/or contradict the legal regulations, the validity of the remaining provisions of these Terms & Conditions shall not be affected. In such cases, the statutory provisions shall apply.
4. Unless otherwise specified, any amendments or supplements to this contract must be made at least in text form (e.g. via email) to be effective.