General Terms and Conditions of CREATUM GmbH

1. Scope

(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services of CREATUM GmbH (hereinafter "CREATUM") and its business clients (hereinafter "Client") in connection with consulting services, the provision of AI-based software agents ("Agents-as-a-Service"), and development projects.

(2) These GTC apply exclusively in the B2B context, i.e. vis-à-vis entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

(3) Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless CREATUM has expressly agreed to their applicability in writing.

2. Subject Matter of the Contract

(1) CREATUM provides consulting services in the field of artificial intelligence as well as technical development services and the time-limited provision of software agents ("Agents as a Service").

(2) The nature, scope, and duration of services are determined by the individual contractual agreements.

(3) Any performance dates and deadlines are agreed individually for the respective services ordered.

3. Conclusion and Duration of Contract

(1) Proposals prepared by CREATUM are non-binding and valid, unless otherwise stated, for 30 days from the date of the proposal. With their order, the Client submits a binding offer to enter into a contract. The contract is concluded when CREATUM explicitly confirms it.

(2) Offers and acceptances must be made in text form.

(3) The respective contract duration is agreed individually.

4. Payment Terms

(1) Prices and payment terms for the agreed services can be found in the submitted proposal or the individual contractual agreement.

(2) All prices stated in proposals and contracts are net amounts to which statutory VAT shall be added and paid by the Client.

(3) CREATUM will invoice the services in accordance with the individual contractual agreements. Each invoice is due within 14 days of the invoice date without deduction.

(4) In the event of late payment, CREATUM is entitled to charge default interest at 9 percentage points above the applicable base rate (§ 288 (2) BGB).

5. Rights to Work Results & Software

(1) Where software, data models, source code, or other copyrighted works are created in the course of service delivery, all intellectual property rights shall remain with CREATUM unless otherwise agreed.

(2) Where CREATUM's offerings are provided online or digitally, the Client receives a simple, non-transferable right of use for the duration of the agreed contract term.

(3) Development services (e.g. individually created software, models, or code components) transfer to the Client for permanent unrestricted use upon full payment. As-a-Service projects are expressly excluded from this.

6. Client's Duty to Cooperate

(1) The Client undertakes to provide CREATUM with all information, data, and access required for the fulfilment of the contract in a timely and complete manner.

(2) Delays caused by a lack of cooperation shall extend agreed deadlines accordingly.

7. Warranty and Guarantee

(1) CREATUM does not guarantee a specific economic outcome or a particular result of the consulting or development services.

(2) Warranty claims are governed by statutory provisions, unless otherwise provided in these GTC or the individual contractual provisions.

8. Liability

(1) CREATUM shall only be liable for intentional acts and gross negligence.

(2) Liability for slight negligence, lost profits, indirect damages, or consequential damages is excluded.

(3) The above limitations of liability do not apply to damages arising from injury to life, body, or health, or to claims under the German Product Liability Act.

9. Termination of Contract

(1) Termination:

• a) Notice periods are specified in the individual contractual agreements.
• b) The right to terminate for cause remains unaffected, regardless of the individual contractual agreements.
• c) Termination must in all cases be made in writing.

(2) Withdrawal is governed by statutory provisions.

10. Confidentiality

(1) Both contracting parties undertake to treat all trade and business secrets as well as confidential information disclosed in the course of the collaboration as strictly confidential. The scope of such information is determined by the respective individual contractual agreements.

(2) This obligation shall also survive the termination of the contract for a period of at least 3 years. Individual contractual deviations are possible.

(3) The disclosure of confidential information to a partner company of CREATUM is permitted insofar as it is necessary for the fulfilment of the contract and the Client has been informed in advance. In this case, CREATUM shall also bind the partner companies to confidentiality.

11. Data Protection

CREATUM processes personal data exclusively in accordance with applicable data protection laws (GDPR, BDSG). Further information on data processing can be found in CREATUM's privacy policy, available on the company website.

12. Assignment, Right of Retention, Set-Off

(1) The assignment of claims that are not monetary claims is only permitted with the prior written consent of the other contracting party. Consent shall not be unreasonably withheld.

(2) A right of retention may only be asserted on the basis of counter-claims arising from the respective contractual relationship.

(3) The contracting parties may only set off claims that have been established by final judgement or are undisputed.

13. Place of Jurisdiction, Applicable Law

(1) The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction is Hamburg.

(3) The contract language is German.

14. Final Provisions

(1) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

(2) Amendments or supplements to these GTC require written form. This also applies to any amendment of this written form requirement.

As of: January 2026