General Terms and Conditions

Section 1 Scope, provider and provider identification

(1) These General Terms and Conditions (the "Terms") govern all contracts for the use of the software and AI services provided under the "SteerSuite" brand between

SteerSuite GmbH
Königsallee 19, 40212 Düsseldorf, Germany
E-mail: info@steersuite.com
Commercial register: Local Court of Düsseldorf (Amtsgericht Düsseldorf), HRB 112346
VAT identification number pursuant to sec. 27a UStG: DE356926334
Authorised managing director(s): Athanasios Tabakis

(the "Provider") and its customers (the "Customer").

(2) These Terms apply both to consumers (sec. 13 German Civil Code, BGB) and to business customers (sec. 14 BGB). Provisions expressly addressing only consumers or only business customers are marked accordingly; otherwise they apply to both. A consumer is any natural person entering into the contract for purposes that are predominantly outside their trade, business or profession.

(3) Only these Terms in the version valid at the time of contract conclusion apply. Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless the Provider has expressly agreed to their validity in text form. This also applies where the Provider renders performance without reservation while aware of such terms.

Section 2 Definitions

For the purposes of these Terms:

• "Platform" means the web-based applications SteerSuite HQ and SteerSuite Finance including the associated AI-assisted features;
• "Credits" means the prepaid balance units used to bill chargeable use (Section 5);
• "Customer Data" means all data and content the Customer enters into or generates on the Platform;
• "AI features" means the machine-assisted assistant, analysis and reporting functions of the Platform;
• "HITL" (human-in-the-loop) means the principle that all figure-related or financially relevant results require the Customer's approval and that the AI features do not decide on these autonomously.

Section 3 Subject matter and description of services

(1) The Provider makes available to the Customer a web-based platform operated as software-as-a-service (SaaS) for decision intelligence in finance and controlling. The Platform comprises SteerSuite HQ and SteerSuite Finance as well as AI-assisted assistant, analysis and reporting features built upon them. Access is via a current internet browser; no installation at the Customer is required. The service is provided as a digital service made available immediately online. Beyond the SaaS platform, the Provider also renders AI-native consulting and transformation services (analysis, implementation, training), which may be provided both virtually and on site. These consulting and transformation services are rendered to business customers on the basis of a separate individual agreement or offer and are not billed on a balance basis via Credits.

(2) The AI features serve solely as decision support. They do not make autonomous decisions about figures, bookings, financial statements or other financially relevant matters. Figure-related and financially relevant results are presented to the Customer for review and approval (human-in-the-loop). Responsibility for reviewing, approving, interpreting and using the results lies with the Customer. The AI features do not constitute legal, tax, investment or other professional advice.

(3) The specific scope of services follows from the product and service description valid at the time of contract conclusion on the Provider's website and from the respective configuration of the Customer account. The Provider continuously develops the Platform; functional enhancements that preserve the contractually owed scope are permitted. Vis-à-vis consumers, the Provider may change the Platform beyond what is necessary to maintain conformity only where there is a valid reason stated in these Terms (in particular adaptation to a new technical environment, an increase in IT security, functional enhancement or a change in inputs provided by third parties), where the consumer incurs no additional cost as a result, and where the consumer is informed of the change in a clear and comprehensible manner (sec. 327r BGB).

(4) The Platform is provided in its current state at any given time ("as a service"). A claim to specific individual features, interface designs or the unchanged continuation of individual features exists only insofar as this is expressly agreed or promised in the service description. Where a change under paragraph 3 impairs the consumer's access to the Platform or its usability more than insignificantly, the Provider will inform the consumer, within a reasonable period before the time of the change and on a durable medium, of the characteristics and time of the change and of the consumer's right to terminate the contract free of charge within 30 days. This right of termination does not exist where the impairment is only insignificant or where the consumer retains access to the unchanged Platform at no additional cost (sec. 327r (3) and (4) BGB).

Section 4 Registration and conclusion of contract

(1) Use of the Platform requires registration and the setup of a user account. The Customer must provide the information requested during registration truthfully and completely and keep it up to date. Access credentials must be kept confidential and protected against access by third parties.

(2) By submitting the registration or order form, the Customer makes a binding offer to conclude a usage contract. The contract is concluded upon confirmation by the Provider, at the latest upon activation of access. The Provider confirms receipt of the order without undue delay in text form; the confirmation of receipt does not constitute acceptance of the offer unless acceptance is declared therein.

(3) The Provider stores the contract text and provides it to the Customer after conclusion of the contract, together with these Terms and the withdrawal notice, in text form (e.g. by e-mail). Before completing registration, the Customer confirms having taken note of these Terms, the privacy policy and – as a consumer – the withdrawal notice.

(4) Both customers with a business e-mail domain and customers with consumer/freemail domains may register. The grant of starting credit is governed by Section 7.

Section 5 Credits, prices and payment

(1) Chargeable use of the SaaS products (SteerSuite HQ and SteerSuite Finance) is billed exclusively on a prepaid basis via a balance account in the form of Credits. One Credit corresponds to one euro. The Customer tops up Credits and consumes them based on usage; there is no subscription and no fixed base fee. Consulting and transformation services (Section 3(1)) are, by way of derogation, not billed via Credits but under a separate individual agreement.

(2) For the use of chargeable AI features, the balance is debited based on usage. The prices per Credit or per action/model follow from the price list valid at the time of contract conclusion. The relevant consumption units and the price applicable at the time are shown transparently to the Customer before use or in the price overview.

(3) Vis-à-vis business customers, prices are stated net plus statutory VAT as applicable; in this respect the "1 Credit = 1 EUR net" systematic applies vis-à-vis business customers. Vis-à-vis consumers, the total price including statutory VAT (gross price) is shown before the order is placed (sec. 3 PAngV). Vis-à-vis consumers, 1 Credit corresponds to EUR 1 gross (incl. VAT); vis-à-vis business customers, 1 Credit corresponds to EUR 1 net.

(4) The VAT owed is determined automatically during the ordering process (via Stripe Tax; billing where applicable under the EU One-Stop-Shop procedure). For cross-border services to business customers within the EU, the reverse-charge procedure may apply; in that case the Customer owes the VAT under the rules of its country of establishment. The Customer must provide a valid VAT identification number where it claims application of the reverse-charge procedure.

(5) Payment processing and the topping up of Credits are handled via the payment service provider Stripe (Stripe Payments Europe, Ltd.). Stripe's terms of use for payment processing apply additionally in this respect. The Provider does not receive full payment card data; such data is processed directly by Stripe.

(6) No overage, no debt. Once the balance is used up, chargeable features are paused (a "soft stop") until the Customer tops up. There is no negative balance, no subsequent charge and no performance beyond the available balance. Through use, the Customer does not incur any payment obligation exceeding the available balance.

(7) Invoices and receipts are provided to the Customer in electronic form (text form). The refund of unused balance upon termination is governed by Section 14.

Section 6 Automatic top-up (auto-recharge)

(1) The Customer may optionally activate automatic top-up. In that case, the Provider automatically tops up the balance by an amount set by the Customer as soon as the balance falls below a threshold set by the Customer. Payment is made via the payment method stored by the Customer, without the Customer having to actively trigger the respective payment again (off-session payment).

(2) Automatic top-up is voluntary, deactivated by default and may be deactivated by the Customer at any time with effect for the future in the user account. The Customer is informed of each automatic top-up by a receipt.

(3) Consent to automatic top-up is given separately and expressly (opt-in) and may be withdrawn at any time with effect for the future. The recurring off-session payments are processed via Stripe in compliance with strong customer authentication requirements (SCA/PSD2). The Customer is informed before or upon each charge. The consumer's express consent to the immediate commencement of performance and the acknowledgement of the lapse of the right of withdrawal pursuant to sec. 356 (5) BGB (Section 8) are obtained once upon activation of automatic top-up and expressly extend to every future off-session top-up; otherwise, any right of withdrawal of the consumer and its lapse are governed by the separate withdrawal notice and Section 8.

Section 7 Starting credit (free tier)

(1) The Provider may grant new customers a one-time starting credit of EUR 10. The starting credit is valid for 14 days from being credited and expires without refund after that period. No payment method needs to be stored for the grant.

(2) The starting credit requires registration with a business e-mail domain and is granted only once per e-mail domain.

(3) Customers with consumer/freemail domains may register but do not receive starting credit; they use the chargeable services exclusively by topping up Credits pursuant to Section 5.

(4) There is no entitlement to the grant of starting credit. The Provider may suspend or amend the starting-credit offer at any time with effect for the future and may revoke granted starting credit in the event of abusive use (e.g. multiple registrations to circumvent the domain limit).

Section 8 Right of withdrawal, immediate performance for digital services

(1) For contracts concluded by distance means, consumers have a statutory right of withdrawal. Details are set out in the separate withdrawal notice, which is made available to the Customer before conclusion of the contract and provided in text form (accessible under the "Withdrawal" section of the Provider's website).

(2) The Provider's services are digital services made available immediately within the meaning of sec. 327 (2) sentence 2 BGB. The consumer's right of withdrawal lapses pursuant to sec. 356 (5) BGB upon full provision of the service if, before the beginning of provision, the consumer (1.) expressly consented to the Provider beginning provision of the service before expiry of the withdrawal period, and (2.) confirmed their acknowledgement that their right of withdrawal lapses upon full performance of the contract by the Provider.

(3) This express consent and the acknowledgement are actively requested and recorded during the ordering process (checkout). If the consumer does not give this consent, performance begins only after expiry of the withdrawal period.

Section 9 Availability, maintenance and force majeure

(1) The Provider operates the Platform with industry-standard care and strives for high availability. A specific availability (service level) is promised only insofar as this is expressly and separately agreed.

(2) The Provider is entitled to take the Platform temporarily out of operation for maintenance, updates and security reasons. Where reasonable, the Provider will carry out plannable maintenance outside usual business hours and – where possible – announce it in advance.

(3) Excluded from the owed availability are outages and impairments beyond the Provider's control, in particular force majeure, outages of the public internet and outages of upstream suppliers and subcontractors (Section 16). Without a separate SLA, no specific availability quota is warranted.

Section 10 Customer obligations, acceptable use

(1) The Customer is responsible for the Customer Data it enters and for the lawful use of the Platform. It ensures that it is entitled to process the data it enters and that no third-party rights are infringed.

(2) The Customer shall refrain in particular from:

• a) uploading unlawful, infringing or harmful content (e.g. malware);
• b) acts that impair the availability, integrity or security of the Platform (e.g. automated mass scraping, overload attacks, circumvention of access or usage limits);
• c) sharing access credentials with unauthorised third parties and circumventing the domain and starting-credit limits under Section 7;
• d) using the Platform in a manner that violates applicable law.

(3) The Customer is obliged to review results generated by the AI features on its own responsibility before any business or financially relevant use (Section 3(2)).

(4) In the event of a serious or repeated breach of material obligations under this section, the Provider may temporarily block access after prior notice – in cases of imminent danger also without notice. Further statutory rights of the Provider remain unaffected. No contractual penalty is agreed.

Section 11 Rights in content and Customer Data

(1) The Customer remains the holder of all rights in the Customer Data. The Provider acquires no rights in the Customer Data beyond the extent required to perform the contract.

(2) The Customer grants the Provider the non-exclusive, territorially unrestricted right, limited to the contract term and purpose, to store, process, transmit and technically reproduce the Customer Data insofar as this is required to render the contractual services – including AI-assisted processing via the subcontractors named in Section 16.

(3) The Customer Data is not used to train AI models. Model calls are made in a zero-data-retention configuration (no storage of content by the model providers beyond the duration of the processing operation); this is consistent with the data processing agreement (DPA) and the sub-processor list (Section 16).

(4) All rights in the Platform, the underlying software and the associated marks belong to the Provider or its licensors. For the term of the contract, the Customer receives a non-exclusive, non-transferable and non-sublicensable right to use them as intended.

(5) The Customer may freely use the results it generates with the aid of the AI features for its own purposes within the framework of applicable law.

Section 12 Warranty / rights in respect of defects

(1) Vis-à-vis consumers, the statutory provisions of secs. 327 et seq. BGB apply to the supply of digital products and services. The rights in respect of defects, the update obligations and the burden-of-proof rules governed there remain unaffected and are not restricted by these Terms.

(2) The Platform is provided as a continuously developed SaaS service in its current state. The service description (Section 3) is decisive for the owed quality. Insignificant deviations and temporary impairments falling under Section 9 do not constitute a defect.

(3) Vis-à-vis business customers, the following applies additionally: the limitation period for claims based on defects is twelve months from the statutory commencement of the limitation period. This shortening does not apply to claims based on fraudulent concealment, to damage arising from injury to life, body or health, or in other cases of mandatory statutory liability, nor in cases of intent or gross negligence of the Provider, its legal representatives or vicarious agents; in those cases the statutory limitation periods apply.

(4) For AI-generated results, the Provider does not warrant substantive correctness, completeness or fitness for a particular purpose, to the extent legally permissible; responsibility for review and approval lies with the Customer (Section 3(2)). Mandatory consumer rights remain unaffected.

Section 13 Liability and limitation of liability

(1) The Provider is liable without limitation for damage arising from injury to life, body or health based on a negligent or intentional breach of duty by the Provider, its legal representatives or vicarious agents, and for damage covered by liability under the Product Liability Act.

(2) The Provider is furthermore liable without limitation for damage based on intent or gross negligence of the Provider, its legal representatives or vicarious agents, and for damage arising from the assumption of a guarantee or from fraudulent conduct.

(3) In the case of a slightly negligent breach of a material contractual obligation (cardinal obligation) – i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer regularly relies – the Provider's liability is limited to the foreseeable damage typical for the contract at the time of conclusion. Vis-à-vis business customers, liability is in these cases additionally limited in amount to the fees paid by the Customer in the twelve months preceding the event giving rise to the damage. Vis-à-vis consumers, this monetary limitation does not apply insofar as it would fall below the foreseeable damage typical for the contract. The limitations in this paragraph do not apply to damage arising from injury to life, body or health, nor in cases of intent or gross negligence (sec. 309 no. 7 lit. a and b BGB).

(4) Otherwise, the Provider's liability for slight negligence is excluded.

(5) The above limitations and exclusions of liability also apply for the benefit of the Provider's legal representatives, employees and vicarious agents. They do not entail any change in the burden of proof to the Customer's detriment.

(6) The Provider is not liable for results that the Customer uses contrary to Section 3(2) without the required own review and approval.

(7) The Customer remains responsible for regularly backing up its data. For loss of data, the Provider is liable under the preceding paragraphs only to the extent that the damage would have occurred even with proper, regular data backup by the Customer.

Section 14 Term, termination and offboarding

(1) The contract is concluded for an indefinite period. There is no minimum term and no fixed commitment; use is balance-based (Section 5).

(2) The Customer may terminate the contract at any time without notice. Consumers may terminate the contract via the termination button provided in the user account pursuant to sec. 312k BGB. The Provider may ordinarily terminate the contract on 30 days' notice to the end of the month. The right of both parties to extraordinary termination for good cause remains unaffected.

(3) Upon the termination taking effect, the Customer's access to the Platform is blocked (immediate block of active use). Before final deletion, the Provider grants the Customer a reasonable period to export its Customer Data; the consumer's right to retrieve the content it provided pursuant to sec. 327p BGB remains unaffected.

(4) Unused balance acquired against payment is refunded to the Customer upon termination; unused balance acquired against payment does not expire or forfeit. Already consumed balance and any free starting credit (Section 7) are not refunded. Before access is blocked, the Customer is given the opportunity to export its Customer Data (paragraph 3).

(5) After expiry of the export period, the Provider is entitled and – in accordance with data protection provisions – obliged to delete the Customer Data, unless statutory retention obligations prevent this.

Section 15 Amendments to these Terms

(1) The Provider may amend these Terms with effect for the future where necessary for good reason, in particular due to a change in the legal situation, supreme-court case law, technical enhancements of the Platform or a change in inputs provided by third parties, and where this does not unreasonably disadvantage the Customer.

(2) Amendments are notified to the Customer in text form at least six weeks before their intended effective date. The Customer may object to the amendments until they take effect. Material changes require the Customer's renewed active consent (re-consent) before use may continue.

(3) If the Customer objects or refuses renewed consent, either party may terminate the contract as of the date the amendment takes effect; until then, the previous terms continue to apply. Deemed consent (consent by silence) vis-à-vis consumers does not apply. The statutory right of termination remains unaffected.

Section 16 Data protection and processing

(1) The Provider processes personal data in accordance with the applicable data protection provisions. Details follow from the Provider's privacy policy.

(2) Insofar as the Provider processes personal data on the Customer's behalf (regularly in the B2B relationship), the data processing agreement (DPA) including the technical and organisational measures governed therein applies additionally. In this respect, the Customer is the controller and the Provider is the processor.

(3) To render the services, the Provider uses subcontractors (sub-processors). The canonical, versioned list forms part of the DPA. As of this version it comprises:

• Microsoft (Azure) – hosting & compute, database (PostgreSQL), secret management, operational telemetry; region: EU – Netherlands (West Europe/Amsterdam) for app hosting and database, Germany (Germany West Central) for secrets and telemetry.
• Anthropic (Claude) – AI inference (assistant, analysis and reporting features), provided via Microsoft Azure AI Foundry, zero-data-retention configuration; region: EU (deployment and at-rest storage: Azure AI Foundry, deployment region Sweden). With the "GlobalStandard" SKU, the inference processing may take place outside the EU; it is safeguarded by EU standard contractual clauses (Art. 46 GDPR).
• Microsoft (Azure OpenAI Service) – text embeddings for semantic search / vector index, no model training, zero retention ensured contractually and/or by configuration; region: EU (deployment and at-rest storage: Azure AI Foundry, deployment region Germany). With the "GlobalStandard" SKU, the inference processing may take place outside the EU; it is safeguarded by EU standard contractual clauses (Art. 46 GDPR).
• Microsoft (Azure Communication Services) – sending transactional e-mail; region: EU (data location "Europe").
• Stripe Payments Europe, Ltd. – payment processing. Stripe processes payment and card data as a separate controller (not as the Provider's processor); in this respect Stripe's data protection terms apply, and the processing of account and billing data is governed by the privacy policy. Region: EU – Ireland; card processing may touch the United States, safeguarded by EU standard contractual clauses.
• GitHub, Inc. – storage of in-app bug-report snapshots as private issues; region: United States, safeguarded by EU standard contractual clauses.

(4) Data residency for at-rest storage and processing is generally in the EU (Azure EU Data Boundary). For individual model inferences ("GlobalStandard" SKU), the processing region may be outside the EU; such processing is safeguarded by EU standard contractual clauses (Art. 46 GDPR). Model calls are made in a zero-data-retention configuration. The versioned sub-processor list linked in the DPA is authoritative and always current.

Section 17 Distance-selling consumer information (Art. 246a EGBGB)

For contracts concluded with consumers by distance means, the following mandatory information applies additionally (Art. 246a EGBGB):

(1) Identity and address of the Provider: SteerSuite GmbH, Königsallee 19, 40212 Düsseldorf, e-mail: info@steersuite.com; further provider details see Section 1.

(2) Essential characteristics of the service: web-based SaaS platform with AI-assisted assistant, analysis and reporting features for finance and controlling tasks (further details Section 3). It is a digital service made available immediately.

(3) Total price / payment terms: balance-based billing in Credits (1 Credit = 1 euro); the prices per Credit or per action/model follow from the price list valid at the time of contract conclusion; vis-à-vis consumers, total prices including VAT are shown (Section 5). No additional delivery or shipping costs arise for digital provision. Payment and top-up are handled via Stripe; optional automatic top-up under Section 6.

(4) Right of withdrawal and its early lapse: the consumer has a right of withdrawal in accordance with the separate withdrawal notice; the right of withdrawal lapses early under the conditions of sec. 356 (5) BGB (Section 8).

(5) Term and termination: the contract is concluded for an indefinite period, without minimum term; it may be terminated by the consumer at any time without notice (Section 14).

(6) Functionality, compatibility and interoperability of digital content and digital services: use requires a current standard web browser and an internet connection; no installation or special hardware is required. Sign-in is via a Microsoft or Google account (OAuth). The Platform is web-based; Customer Data can be exported in common file formats. No restrictions of interoperability known to the Provider beyond the above description are applied.

(7) Contract language: German. Code of conduct: the Provider has not subjected itself to any particular code of conduct.

Section 18 Final provisions

(1) Applicable law. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Vis-à-vis consumers, this choice of law applies only insofar as the consumer is not thereby deprived of the protection of mandatory provisions of the state of their habitual residence (Art. 6 Rome I Regulation).

(2) Place of jurisdiction. If the Customer is a merchant, a legal person under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider's registered seat (Düsseldorf). The Provider is also entitled to sue at the Customer's general place of jurisdiction.

(3) Consumer dispute resolution. The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (sec. 36 VSBG).

(4) Set-off and retention. The Customer may set off only with undisputed or legally established claims. The Customer may exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship. Mandatory statutory rights of the consumer remain unaffected.

(5) Assignment. A transfer of the Customer's rights and obligations under this contract to third parties requires the Provider's prior consent in text form. Vis-à-vis consumers, this does not apply to the assignment of monetary claims against the Provider (sec. 308 no. 9 BGB); mandatory consumer rights remain unaffected.

(6) Text form. Notices under this contract require at least text form (sec. 126b BGB), unless a stricter form is required by law. Declarations of the consumer for which the law prescribes no form, in particular the withdrawal (sec. 355 BGB), remain unaffected and may be made without any particular form.

(7) Severability. Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of an invalid or unenforceable provision (sec. 306 BGB).

(8) Language version. The German version of these Terms is authoritative; the English version is for information only.