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General Terms and Conditions for the Purchase of Mitigate Licences

Governing language. This English version is the only binding version. The German text is a non-binding convenience translation; where the two differ, the English version prevails.

UnaFortis OÜ, Kotkapoja tn 2a-10, 10615 Tallinn, Estonia, registry code 17624383 ("UnaFortis")

1. Scope

1.1 These Terms apply to all contracts under which UnaFortis sells licences for the software Mitigate (including the contributor portal, the product Mitigate Viewer, the bundled language model, the classification taxonomy and the language packs, together the "Software") to a contracting party (the "Customer") – directly to end customers ("Direct Customer") or to resellers that have concluded a partner agreement with UnaFortis ("Partner").

1.2 UnaFortis's offers are directed exclusively at businesses within the meaning of § 14 of the German Civil Code (BGB) or comparable provisions, at legal entities under public law and at special funds under public law. No contracts are concluded with consumers.

1.3 For Partners, the partner agreement takes precedence over these Terms. The use of the Software is additionally governed by the End User Licence Agreement (EULA) in the version in force when the licence is issued.

1.4 Deviating or supplementary terms of the Customer apply only if UnaFortis expressly agrees to them in text form – even if UnaFortis performs in knowledge of such terms.

2. Subject matter

2.1 The subject matter is the grant of time-limited rights to use the Software for a stated number of seats, embodied in a digitally signed licence file. A seat is an installation of Mitigate approved by the Customer's administrator on the Customer's contributor portal; the details are set out in the EULA.

2.2 The Software is operated entirely in the Customer's environment. UnaFortis provides no hosting or cloud services for the Software and receives no data from its operation. The Software does not connect to UnaFortis.

2.3 The functional scope of the Software is described in the product description and documentation current at the time the contract is concluded ⟦REFERENCE TO PRODUCT DESCRIPTION⟧. The Customer must meet the hardware and system requirements in the documentation.

2.4 There are no trial, demo or free licences. Every licence is issued against payment out of a purchased allocation, or by UnaFortis in a direct sale.

3. Conclusion of contract

3.1 Partners, via the licensing platform. The Partner selects the number of seats in the licensing platform; the price is shown before the button that submits the purchase request. By submitting, the Partner makes a binding offer. The Partner then pays the first month through Stripe's checkout (clause 6.2). The contract is concluded when UnaFortis confirms the purchase request in the platform; confirmation is given by a person at UnaFortis. Until then the Partner may withdraw the request in the platform, unless the first payment has been made or is under way. As long as no payment has been made for it, UnaFortis is not obliged to accept a purchase request and may refuse it; UnaFortis may in particular set per-Partner limits on the number of seats. ⟦OPEN (ADR-050, open question 1): whether and how UnaFortis may decline a request whose first payment has been made – refund and ending the subscription are not decided⟧

3.2 Direct Customers. Direct Customers do not receive an account on the licensing platform. The contract is concluded by ⟦ORDER PROCESS FOR DIRECT CUSTOMERS – e.g. quote from UnaFortis accepted by the Customer in text form, or order form and order confirmation (question A-01)⟧.

3.3 Before concluding a contract, UnaFortis vets the Customer (in particular commercial register and VAT number). There is no entitlement to conclude a contract.

4. Term, allocation and licences

4.1 Every licence and every purchase has a term of exactly twelve months. No other terms are offered. A Partner's purchase renews under clause 4.4.

4.2 Direct Customers receive a licence for the agreed number of seats, running twelve months from issuance.

4.3 Partners purchase an allocation of seats. The following applies to the allocation:

a) The allocation is available for twelve months from confirmation of the purchase (clause 3.1). During that period the Partner may issue licences from it to its customers.

b) Issuing a licence permanently consumes the seats it contains. Each licence so issued runs twelve months from its issuance, even if that extends beyond the end of the allocation.

c) Seats not issued by the end of the allocation lapse without compensation; there is no refund or credit.

d) Issued seats are not credited back – neither on expiry, termination or revocation of a licence nor when the Partner's customer stops using the Software. UnaFortis may, in individual cases, credit seats voluntarily and without legal obligation.

4.4 Renewal and cancellation of a Partner's purchase. A Partner's purchase is paid by a monthly Stripe subscription with a term of twelve months. At the end of each term it renews automatically for a further twelve months unless it has been cancelled. The Partner or UnaFortis may cancel it in the licensing platform at any time before the end of the current term; the cancellation takes effect at the end of the current twelve-month term. The term is not shortened, nothing paid or owed for the current term is refunded, and a cancellation changes no licence already issued and no allocation. A renewal credits no new seats. Instead, every licence issued from that purchase's allocation that has not been revoked is extended by twelve months from its own current expiry date, by a new signed licence file delivered as on issuance; the end of a licence and the end of the subscription's term may therefore differ. Seats not issued by the end of the allocation still lapse under clause 4.3 c). ⟦OPEN (ADR-052): whether a licence that has already expired when the purchase renews is extended⟧ ⟦RENEWAL FOR DIRECT CUSTOMERS – depends on the order process (question A-01)⟧

5. Prices

5.1 The price list shown in the licensing platform or in the quote when the purchase request is submitted or the contract concluded applies. All prices are net prices per seat per month, exclusive of any VAT due by law.

5.2 The price list is tiered by seat bands (1–10, 11–50, 51 and above). The band that the total number of seats in a purchase reaches prices every seat in that purchase. The band is determined for each purchase on its own and is not cumulated across purchases. A purchase of more seats can therefore cost less than a purchase of fewer seats (for example 11 seats against 10); this is intended.

5.3 Partners receive the discount recorded for them in the partner agreement or in the platform on the list price per seat per month; the discounted price is rounded to the cent once per seat. The price at which the Partner resells is determined by the Partner alone.

5.4 VAT is determined by Stripe (Stripe Tax) from the billing address and VAT number the Customer gives at checkout, is shown on Stripe's invoice for each month, and follows the applicable rules (among others Estonian VAT for customers in Estonia; the reverse-charge procedure for businesses with a valid VAT number in another EU member state). Only Stripe's invoice is the VAT invoice. The Customer must provide a valid VAT number and notify changes without delay; the VAT number is checked via the MIAS/VIES system. The Customer bears the consequences of incorrect information. ⟦OPEN (ADR-046 items 3 to 5, ADR-049 open question 2): the platform's monthly statements still show a VAT figure of their own (German VAT at 19 %) that can differ from Stripe's invoice; what a statement is, whose tax settings apply in live operation and the product tax code are not decided⟧

6. Payment

6.1 Payments are processed by the payment service provider Stripe. UnaFortis issues invoices electronically through Stripe; the Customer agrees to electronic invoices.

6.2 The fee for a purchase is owed for each twelve-month term that has begun. A Partner pays it in twelve monthly instalments per term through a Stripe subscription: the first at Stripe's checkout after submitting the purchase request (clause 3.1), the following ones monthly, charged by Stripe to the payment method given at checkout. ⟦PAYMENT MODEL FOR DIRECT CUSTOMERS (question A-01)⟧ Invoices are due ⟦ZAHLUNGSZIEL⟧.

6.3 If the Customer chooses SEPA Direct Debit, it grants Stripe or UnaFortis a corresponding mandate and ensures sufficient funds. The Customer bears the costs of a returned debit for which it is responsible.

6.4 Seats are credited to the allocation only once UnaFortis has confirmed the purchase.

6.5 If the Customer is in default of payment or a payment is reversed, the fee for the full term remains owed, and statutory default interest and claims are unaffected. A failed monthly payment – including one that Stripe no longer retries – is recorded in the platform and UnaFortis is notified by email; it has no automatic consequence for seats, licences or accounts. Licences already issued to end customers keep running (see clause 9.3). A person at UnaFortis decides what, if anything, follows.

6.6 The Customer may only set off undisputed or finally adjudicated claims.

7. Delivery

7.1 The Software is made available for download at ⟦DOWNLOAD-ORT⟧. There is no delivery on physical media.

7.2 The licence file is (a) made available for download in the licensing platform to the issuing organisation and (b), where a contact email address is stored for the end customer, sent from licensing@unafortis.com to that address. Delivery is complete as soon as the licence file is available for download or has been sent.

7.3 The licence file is digitally signed and contains, among other things, the end customer's company name, the number of seats, the issue and expiry dates and – for a sale through a Partner – the Partner's name. It cannot be changed after issuance. The issuer is responsible for ensuring, in particular, that the end customer's company name is correct before issuance. A correction requires a new licence whose seats are consumed again, unless UnaFortis credits them as a goodwill gesture in the individual case.

7.4 Updates are provided as signed packages; there is no automatic update. The Customer decides when to apply them.

8. Rights of use

The scope and limits of the rights of use are governed by the EULA. Partners receive the right of distribution in accordance with the partner agreement.

9. Revocation of licences

9.1 UnaFortis may revoke a licence in the licensing platform for good cause, in particular for a material breach of the EULA or these Terms, for misuse (e.g. issuance to a non-existent or wrong organisation) or at the issuer's request. The revocation is documented with its reason.

9.2 Technical note: Because the Software does not connect to UnaFortis, a revoked licence file remains technically valid on installations already set up until its expiry date; UnaFortis can neither deactivate it remotely nor make the revocation visible there. The legal consequences of revocation for use are governed by the EULA. A revocation gives no right to a refund or to seats being credited back.

9.3 If UnaFortis terminates a partner agreement or a Partner is in default of payment, licences already issued to end customers remain effective until their expiry date.

10. Defects

10.1 UnaFortis warrants that the Software, when used as contractually intended, substantially performs the functions described in the documentation. The warranty period is ⟦GEWÄHRLEISTUNGSFRIST⟧ from delivery.

10.2 The Software's output consists of proposals. The Software proposes classifications, hypotheses and actions; every decision is taken by a person. UnaFortis gives no warranty that proposals are correct, complete or suitable for any particular investigation. This does not constitute a defect.

10.3 The Customer must report defects in text form without undue delay after discovery, with a reproducible description. UnaFortis remedies defects at its option by correction, provision of a new version or a reasonable workaround. If remedy fails twice, the Customer may reduce the fee for the affected term appropriately or, for material defects, withdraw from the contract. Damages only under clause 11.

10.4 There are no claims for defects in the case of changes to the Software by the Customer or third parties, use outside the documented system requirements, or failure to apply updates provided by UnaFortis, where the defect is due to these.

10.5 Third-party rights. If a third party claims that contractual use of the Software infringes its intellectual property rights, UnaFortis will indemnify the Customer in accordance with clause 11, provided the Customer informs UnaFortis without delay, acknowledges no claims and leaves the defence to UnaFortis. UnaFortis may modify or replace the Software so that the infringement ceases. Open-source components supplied under their own licences (among others the language model and the model runtime) are subject to those licence terms.

10.6 For a purchase through a Partner, the end customer addresses claims for defects arising from the purchase to the Partner; UnaFortis's commitments under the EULA are unaffected.

11. Liability

11.1 UnaFortis is liable without limitation for intent and gross negligence, for injury to life, body or health, under a guarantee given, for fraudulent concealment of a defect and under mandatory product liability law.

11.2 In cases of slight negligence, UnaFortis is liable only for breach of an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely (material obligation), and limited to the typical, foreseeable damage, but at most to ⟦HAFTUNGSHÖCHSTBETRAG – proposal from the EULA draft: the fees paid in the twelve months before the event giving rise to the claim (question A-05)⟧.

11.3 Otherwise, liability for slight negligence is excluded, in particular for lost profit, business interruption and indirect damage.

11.4 Backups are the Customer's responsibility. The Software stores all data at the Customer and provides backup and export functions. In the event of data loss, UnaFortis is liable only for the effort that would have been required for restoration had the Customer made proper, regular backups.

11.5 The above limitations also apply in favour of UnaFortis's officers, employees and agents.

12. Termination

12.1 Ordinary termination with effect before the end of the current twelve-month term is excluded. A Partner's purchase may be cancelled with effect from the end of the current term under clause 4.4.

12.2 The right of either party to terminate for good cause is unaffected. Good cause for UnaFortis exists in particular in the case of default on at least ⟦NUMBER⟧ instalments or for more than ⟦PERIOD⟧ despite a reminder, reversal of a direct debit without justified reason, material breaches of the EULA, or breach of sanctions rules (clause 14). For breaches that can be remedied, a 30-day cure period must be set first.

12.3 Notices of termination must be given in text form.

13. Confidentiality and data protection

13.1 The parties treat all confidential information of the other party, in particular prices, discounts and customer data, as confidential and use it only to perform the contract.

13.2 UnaFortis processes personal data in accordance with the privacy notice at ⟦URL PRIVACY NOTICE⟧. Where a Partner enters data about its customers into the licensing platform, the data processing agreement applies.

14. Export control and sanctions

The Customer will not pass on or use the Software in breach of applicable export control and sanctions rules of the EU or its member states and confirms that neither it nor its owners are listed on a relevant sanctions list.

15. Changes to these Terms

Changes to these Terms apply to contracts concluded after their publication. Ongoing contracts are governed by the version in force when they were concluded.

16. Final provisions

16.1 These Terms are governed by ⟦ANWENDBARES RECHT – proposal: Estonian law, as in the EULA draft (question A-04)⟧, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 Exclusive place of jurisdiction is ⟦GERICHTSSTAND⟧, to the extent permitted by law.

16.3 These Terms are concluded in English. The English version is the only binding version; the German version is a non-binding convenience translation. In case of conflict or of any difference in interpretation, the English version prevails.

16.4 Should any provision be invalid, the validity of the remaining provisions is unaffected.

Last updated: ⟦STAND-DATUM⟧