General Terms and Conditions of Deltia

These General Terms and Conditions of Service (“GTC”) apply between Deltia GmbH, Max-Urich-Strasse 3, 13355 Berlin, Germany (“Deltia”) and the customer entering into a Service Order with Deltia (“Customer”), each a “Party” and, collectively, the “Parties.” By entering into a Service Order that references these GTC, the Customer agrees to the following terms: 

1. Scope 

Deltia’s services analyze, evaluate and provide insights into Customer’s production processes and workstations through data collected by cameras mounted in Customer’s production facilities.  This General Terms and Conditions of Service applies to Customer’s use of the specific Deltia Services offered by Deltia that are listed in one or more Service Orders. This General Terms and Conditions of Service and all executed Service Orders, including any incorporated attachments, addenda, exhibits, and any documents, attachments or hosted terms and conditions referenced in this General Terms and Conditions of Service collectively constitute the “Agreement.” Terms used, but not defined, in this Agreement are defined in Section 2 (Definitions) below. 

2. Definitions 

“Affiliates” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity where control means the direct or indirect ownership of 50% or more of the voting power or equity in an entity or de facto control by an entity of another entity’s decision making. 

“Applicable Law” means all federal, state, and local laws, ordinances, regulations and orders (whether international, federal, state, local or provincial) applicable to the respective Party in its performance under this Agreement, and including, without limitation, the EU AI Act. 

“Authorized User” means any individuals that have been granted access by Customer to access and use the Services on behalf of Customer. 

“Confidential Information” means any information or data disclosed by either party marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential considering the nature of the information and the circumstances of disclosure. However, “Confidential Information” does not include any information which (a) is in the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is or was independently developed 

by the receiving party without use of or reference to the disclosing party’s Confidential Information. 

“Computer Virus" means: any computer code, programming instruction or set of instructions that are intentionally constructed with the ability to damage, destroy, interfere with or otherwise adversely affect computer programs, data files, or hardware or computer systems, including viruses, worms, trojan horses, logic bombs, time bombs, back doors or trap doors; but specifically excluding (a) anything designed to prevent or inhibit unauthorized use of any software; or (b) the use of date-limited software, as used by either party in the ordinary course of its business. 

“Customer Data” means the video recordings of shop floor processes and other data incidental thereto uploaded to, used to train, and analyzed in the Subscription Services, including the Services Output. 

“Customer Environment” means the network environment that is procured, hosted, operated, and maintained by, and under the control of, Customer. 

“Customer Facility” means the workstations and/or production line at a Customer plant or facility where the Deltia Services will be implemented, as specified in a Service Order(s). 

“Customer Restrictions” has the meaning ascribed to such term in Section 3.6. 

“Deltia Dashboard” or “Deltia Platform” means the process analytics and monitoring software solution including artificial intelligence machine learning systems to network and analyze data from production, maintenance, and engineering. 

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Deltia for the Deltia Services, as updated from time to time. 

“DPA” means the Data Protection Agreement between the Parties identified in Section 10 of this Agreement and incorporated herein by reference. 

“Effective Date” means the date on which the first Service Order referencing these GTC is executed by both Parties. 

“EU AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 March 2024 laying down harmonized rules on artificial intelligence and amending certain Union legislative acts, as may be amended, updated, or replaced from time to time. 

“EU Data Act” means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data, as amended, supplemented, or replaced from time to time. 

“Features” means the features/feature sets selected by the Customer in a Service Order that Deltia offers in connection with the provision of the Deltia Dashboard

“Feedback” means suggestions, enhancement requests, recommendations or other feedback relating to the operation of the Services provided by Customer or any Authorized Users, provided that (a) Feedback will not include any Customer Data or Customer Confidential Information and (b) is provided by Customer or its Authorized Users “as-is” without any representations or warranties. 

“Hardware” means those certain cameras, PCs, routers, network, cameras, switches, cables, remote monitoring device(s), antennae and/or other equipment required to be installed in the Customer’s Facility to run the Services, as set forth in the Service Order.  Hardware may be leased from Deltia or procured by Customer in accordance with the Service Order. 

“Installation Services” means the preparation, installation and configuration of the Hardware and Subscription Services in the Customer’s Facility and/or Customer’s Environment as more particularly described in one or more Service Order(s). 

“ML” means the machine learning model used in the Services which develops algorithms based on statistical inferences drawn from patterns in training data and which is improved and enhanced when based upon the largest possible amount of training data. 

“Personal Data” has the meaning ascribed to such term in the DPA. 

“Production Phase” means the time period designated in the applicable Service Order during which the Subscription Services, any additional Training Phases, and any related support services will be provided hereunder. 

“Professional Services” means (i) the Installation Services, (ii) training and support services provided in accordance with the SLA or this Agreement and/or (iii) consulting services provided by Deltia to Customer in support of Customer’s use of the Subscription Services, as set forth in one or more Service Orders. 

“Service Order” means that certain Deltia Service Order that sets forth the specific Services, Customer Facility(ies), pricing, term and other specific provisions agreed upon by the Parties, that is mutually executed by the parties, and that references and is subject to this Agreement. 

“Services” means the Subscription Services and Professional Services, collectively. 

“Services Output” means the reports, process statistics, anonymized video snippets and other aggregated data points provided to Customer through the Deltia Platform. 

“Setup Phase” means the time period designated in the applicable Service Order for performance of the Installation Services at the designated Customer Facility and the initial Training Phase of the Subscription Services. 

“Subscription Services” means the Deltia Dashboard, Features and/or Platform, including related programs, functions and services provided by Deltia to Customer, including applicable 

Documentation made available by Deltia to Customer in connection with such services, in each case as set forth in the applicable Service Order, as Updated from time to time. 

“Subscription Term” means the Setup Phase and the Production Phase, as set forth in the Service Order, together with any renewals thereof in accordance with this Agreement. 

“Training Data” means (i) specific Customer Data and (ii) in an abstract form the elements of the Customer Data and its contexts used to train, develop and provide the Deltia Dashboard and Features and train, develop and provide new features, products and services; provided, however, that any use of the Training Data shall be subject to the restrictions set forth in Section 5.4. 

“Training Phase” means any time period during which Training Data is collected from Customer and/or the ML is tested and trained using such Training Data. 

“Update” means patches or releases to the Subscription Services that correct faults, resolve service issues, add functionality or otherwise amend, modify or enhance the Subscription Services, in each case generally made available by Deltia to its customers without additional fees or charges. 

3. Deltia Services 

3.1. Provision of Deltia Services. Subject to the terms of this Agreement and the applicable Service Order, Deltia will make the Deltia Services available to Customer, and hereby grants to Customer a non-exclusive, non-transferable (except expressly in accordance with this Agreement), non-sublicensable right to access and use the Deltia Subscription Services and Documentation during the term of the Service Order solely for Customer’s internal business purposes and operations. Deltia will provide the Deltia Services in accordance with the Support Services and Service Level Conditions located at https://www.deltia.ai/support-and-service-agreement, which is hereby incorporated by reference into this Agreement (the “Service Level Agreement” or “SLA”). Deltia may update or modify the SLA from time to time during the term of the Service Order(“SLA Updates”). Provided that such SLA Updates do not materially diminish Customer’s rights or create material additional obligations (a “Material SLA Change”), such SLA Updates will take effect (30) days from the date such SLA Updates are notified to Customer, which notice may be by email to the notice contact set forth in the Service Order. To the extent any SLA Updates create a Material SLA Change, or the parties disagree upon whether there was a Material SLA Change after good faith discussions, such SLA Updates shall not take effect until the next Subscription Order term. 

3.2. On-Site Services. When Deltia provides Installation Services or other Professional Services at a Customer Facility, Deltia and its personnel providing such onsite services will comply with all reasonable rules and regulations related to safety and professional 

conduct made available by Customer to such personnel at the time such Professional Services are provided. 

3.3. Training Services. Deltia shall provide Customer training on the use of the Subscription Services and the Hardware (“Training Services”) as set forth in the Service Order. 

3.4. Hardware. Deltia shall install and maintain the Hardware necessary to operate the Services. During the term, Customer shall permit Deltia to access the Hardware, either remotely or at the Customer Facility (with Customer’s prior permission, which may be by email), in order to assess and correct the functionality of the Hardware and the Services in accordance with this Agreement and the SLA. 

3.5. Customer Responsibilities. Customer will (a) be responsible for the accuracy, quality, integrity and legality of Customer Data; (b) be responsible for its and its Authorized Users compliance with the terms of this Agreement, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; (d) notify Deltia promptly of any unauthorized access to or use of Services promptly upon becoming aware of such breach; (e) comply with all Applicable Laws; (f) maintain the Customer Environment and the system requirements specified in the Service Orderor Documentation (including, without limitation, network connectivity, cabling, power and firewall configuration); and (g) provide reasonable assistance to Deltia as set forth in the SLA and in connection with any Installation Services. 

3.6. Customer Restrictions. Customer will not (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of or otherwise copy create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Deltia Services; under no circumstances may the information gathered from such actions be used to develop a competing software, product or service, (b) transfer, distribute, resell, rent, license or assign the Deltia Services or otherwise offer the Deltia Services on an independent basis; (c) knowingly use, or permit any third party to use Deltia Services in any manner that violates Applicable Law, this Agreement, or third party licenses or terms, (d) use the Services to process content or personal data other than content and personal data unless Customer has the right under Applicable Law, license, contract or fiduciary duty to process; or (e) remove, alter or delete any copyright notices, serial numbers and other security features serving to identify the Services (collectively, the “Customer Restrictions”). 

3.7. Changes. From time-to-time Deltia may Update the Subscription Services. To the extent an Update results in a material reduction of overall functionality without a comparable replacement (a “Material Service Change”), Deltia will provide Customer with notice of such Material Service Change and Customer may, within 30 days after receiving notice of such Material Service Change, elect by written notice to Deltia to either 

(i) receive a refund of a pro-rata portion of all prepaid fees associated with the discontinued Services for which no comparable replacement was provided, or (ii) terminate this Agreement and Deltia will refund Customer a portion of all prepaid fees pro-rated to the date of termination. 

3.8. Affiliates. From time to time, an Affiliate of either party may provide or receive Services by entering into a Service Order with the other party or one of its Affiliates. By entering into a Service Order, an Affiliate agrees to be bound by this Agreement and will be considered “Deltia” or “Customer” (as the case may be). Any Affiliate that enters into a Service Order is liable for its own obligations. Affiliates may not amend, modify or change the terms of this Agreement, except as applicable to their Service Order. 

4. Fees and Payment 

4.1. Fees and Payment. Except for fees subject to a good faith dispute or as otherwise set forth in a Service Order, Customer will pay in full to Deltia the fees set forth in the applicable Service Order and (a) fees are quoted and are due and payable in Euros, (b) fees are payable within thirty (30) days of Customer’s receipt of invoice for the applicable Services; (c) fees paid are non-refundable; (d) fees for the Setup Phase will be invoiced at the completion of the Setup Phase, and (e) fees for the Production Phase and any renewals thereof shall be invoiced at the start date of the applicable service period. 

4.2. Net of Taxes. All fees are exclusive of any applicable use, sales, value added, excise, gross receipts and other similar taxes and government charges (collectively, “Taxes”).  Taxes do not include any taxes on the net income of Deltia or any of its Affiliates. If such Taxes are applicable, Supplier will separately state them on the invoice in accordance with Applicable Law. However, if Customer provides Deltia with an exemption certificate pursuant to Applicable Law, then Customer will be responsible for payment of the applicable Taxes. Each Party shall reasonably cooperate with the other to lawfully minimize Taxes related to this Agreement, including by providing and completing applicable exemption certificates, documentation, or forms required by taxing authorities. Neither Party shall be required to take any action that would result in material additional cost or adverse tax consequences to such Party. 

4.3. Payment Portals. If Customer requires Deltia to use a vendor payment portal or compliance portal that charges Deltia a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, Customer shall pay the cost of this fee. 

4.4. Late Payment. If Customer is overdue on any payment and fails to pay within five (5) business days of a written notice of Customer’s overdue payment, then Deltia may assess, and Customer shall pay a late fee of either 1.5% per month, or the maximum amount allowable by Applicable Law, whichever is less. Deltia may suspend Customer’s account and use of the Services until full payment including any late fees is received by Deltia. 

5. Proprietary Rights and Confidentiality 

5.1. Deltia’s Ownership Rights. As between the parties, Deltia retains all right, title and interest in (collectively, the “Deltia Technology”): (i) Deltia trademarks, service marks, logos and domain names, (ii) the Services, any and all related and underlying technology and Documentation of the Services, (iii) other technologies developed in connection with any Professional Services or Support, (iv) Feedback, (v) Usage Data, and (vi) any derivative works, modifications, algorithms, or improvements of any of the foregoing, including any data, know-how and ML models and algorithms generated during training more particularly described in Section 5.4 and in the Services. Except for the express limited rights set forth in this Agreement, no right, title or interest in or to any Deltia Technology is granted to Customer. 

5.2. Customer Data. As between the Parties, Customer retains all right, title and interest in the Customer Data. Customer grants to Deltia a revocable, fully-paid, non-exclusive, non-transferable (except expressly in accordance with this Agreement) worldwide license to copy, transmit, store and use Customer Data solely for the purposes of (i) training the ML in accordance with Section 5.4 and (ii) providing the Services to Customer. 

5.3. Usage Data. Deltia may aggregate, collect and analyze information relating to the provision, use and performance of the Services (“Usage Data”) and may use (during and after the term hereof), without compensation to Customer, such information to develop and improve the Services and other Deltia offerings, including disclosure of such Usage Data to third parties solely in an aggregated and anonymized format such that no Customer nor any individual or household can be identified or re-identified. 

5.4. Training Data. Subject to the DPA and provided that no Training Data is shared with any third party or other customer, Customer grants to Deltia the irrevocable, fully-paid, non-exclusive, worldwide license to copy, store and use Training Data to train, develop and provide the Services and new features, products and services, now or in the future. In no event shall the ML trained using Training Data provided by Customer, or derived from such data, enable the identification of the Customer as the data source, or allow the derivation, inference, or reverse engineering of any Customer Confidential Information. Except in the Subscription Services provided directly to Customer hereunder, the ML and its outputs shall not disclose or imply any 

CONFIDENTIAL & PROPRIETARY

Customer Confidential Information, including, without limitation, any confidential characteristics of the Customer’s operations or strategies. 

5.5. Confidentiality. Each party will use the Confidential Information of the other solely in accordance with the provisions of this Agreement and will not disclose, or permit Confidential Information to be disclosed, directly or indirectly to any third party without the other’s prior written consent, except as otherwise permitted herein. Either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations at least as stringent as those herein; or as required by law, in which case the party disclosing the other’s information to any third party will (if permitted by law and to the extent practicable) (a) provide the other with (I) prior written notification thereof and (II) the opportunity to contest such disclosure; and (b) use reasonable efforts to minimize such disclosure. Each party will exercise due care in protecting Confidential Information from unauthorized use and disclosure and will promptly notify the other in writing if it becomes aware of any violations of confidentiality obligations set forth herein. 

5.6. Hardware. During the Subscription Term, Customer shall neither sell, rent or make the Hardware available to third parties. 

6. Representations, Warranties and Disclaimers 

6.1. Subscription Services Warranty. Deltia warrants to Customer that it will, consistent with prevailing industry standards, maintain the Subscription Services in a manner which minimizes errors in the Subscription Services and that the Subscription Services will substantially conform to the Documentation. 

6.2. Professional Services Warranty. Deltia warrants to Customer that the Professional Services will be provided in a professional and workmanlike manner by qualified personnel with reasonable skill and care in accordance with generally accepted industry standards and in accordance with the applicable Service Order. 

6.3. Computer Viruses. Deltia shall use commercially reasonable efforts in accordance with prevailing industry standards to prevent the introduction of Computer Viruses into the Services. This obligation does not apply to Computer Viruses introduced by Customer or its Authorized Users. 

6.4. Customer Warranty. Customer warrants that it has the necessary right, title, license, consent, permission, waivers and releases to use, make available and distribute Customer Data in accordance with this Agreement. 

6.5. Preview Services. From time to time, Deltia may make available to Customer certain services, features, or functionality at no charge on a trial, preview, early access, or beta basis (“Beta Services”). The use of any Beta Services is voluntary and such Beta Services are provided as-is. Delita shall have no liability arising out of or in connection with Beta Services, except to the extent such exclusion of liability is prohibited by Applicable Law (including, where applicable, mandatory data protection laws). 

6.6. WARRANTY DISCLAIMER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW (INCLUDING STATUTORY WARRANTIES THAT CANNOT BE WAIVED), EXCEPT AS EXPRESSLY SET FORTH HEREIN EACH PARTY WAIVES AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED. 

6.7. Warranty Remedies. Customer will notify Deltia of any Deltia Services non-conformance under Section 6.1 without undue delay and in no case later than within 60 days of the date on which the condition giving rise to the claim was first discovered. Deltia will re-perform such Service or correct such non-conformance at no additional charge and in accordance with the requirements of any Applicable Law. If Deltia cannot re-perform or correct such non-conforming Deltia Services as warranted within a reasonable time, Customer will be entitled to a reduction in fees proportionate to the non-conformity (and may claim a refund of any prepayment exceeding the adjusted fees) or may terminate the affected Service Order immediately by written notice to Deltia, and shall be entitled to receive a pro-rata refund of any prepayment for unused Deltia Services. The foregoing remedy is Customer’s sole remedy in case of a breach of the limited warranty in Section 6.1 above, but does in no way limit, exclude or prejudice any other statutory remedies available to the Customer. Downtime of the Subscription Services is remedied in accordance with the SLA. 

6.8. Warranty Exclusions. The foregoing warranties shall not apply to any errors or defects in Deltia Services to the extent resulting from: (i) Customer’s Data; (ii) Customer’s or its Authorized Users use of the Services in violation of this Agreement; or (iii) Customer’s unauthorized: (A) modification of the Services or Hardware; or (B) use of the Services or Hardware in combination with third-party products or services. 

7. Indemnification 

7.1. Deltia Indemnity. If a third party initiates or threatens a legal action alleging that Customer’s use of the Services infringes the third party’s patent, copyright, or trademark or misappropriates the third party’s trade secret rights (such action, a “Claim”), then Deltia will (a) promptly assume the defense of the Claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against Customer (without right of appeal) or in a settlement approved by Deltia; provided that 

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Customer (i) notifies Deltia in writing of the Claim promptly after receipt of the Claim (provided that Customer’s failure to give such notice, or any delay in giving such notice, shall not relieve Deltia of its indemnification obligations under this Agreement except to the extent Deltia is actually prejudiced by any such failure or delay), (ii) allows Deltia to control the defense of the Claim with counsel of its choice, and to settle such Claim at Deltia’s sole discretion (provided that Deltia may not settle any Claim without Customer’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, unless the settlement unconditionally releases Customer of all related liability), and (iii) reasonably cooperates with Deltia in defending the Claim. 

7.2. Customer Indemnification. If a third party initiates or threatens legal action against Deltia as a result of Customer’s violation of the Customer Restrictions or alleging that the Customer Data infringes the third party’s patent, copyright, or trademark or misappropriates the third party’s trade secret rights, then Customer will (a) promptly assume the defense of the claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against Deltia (without right of appeal) or in a settlement approved by Customer; provided that Deltia (i) notifies Customer in writing of the claim promptly after receiving it (provided that Deltia’s failure to give such notice, or any delay in giving such notice, shall not relieve Customer of its indemnification obligations under this Agreement except to the extent Customer is actually prejudiced by any such failure or delay), (ii) allows Customer to control the defense of the claim with counsel of its choice, and to settle such claim at Customer’s sole discretion (provided that Customer may not settle any such claim without Deltia’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, unless the settlement unconditionally releases Deltia of all related liability), and (iii) reasonably cooperates with Customer in defending the claim. 

7.3. Mitigation. If the Services becomes the subject of any actual or anticipated Claim, Deltia may, at its sole option and expense, (i) procure for Customer the right to continue using the affected Service consistent with this Agreement, (ii) replace or modify the affected Service with a functionally equivalent service that does not infringe, or, (iii) if neither (i) or (ii) is available on a commercially-reasonable basis, Customer shall have the right to terminate the Agreement on written notice to Deltia and Deltia shall refund any prepaid fees for all unused portions of the then-current Subscription Term. 

7.4. Exclusions. Deltia’s indemnification obligation hereunder does not apply to the extent the Claim results from (i) Customer’s Data; (ii) Customer’s or its Authorized Users use of the Services in violation of this Agreement; (iii) Customer’s unauthorized: (A) modification of the Services or Hardware; or (B) use of the Services or any Hardware in combination with third-party products or services or (iv) Deltia’s compliance with designs, specifications 

or instructions provided by Customer where those designs, specifications or instructions cause the infringement. 

8. Limitation of Liability 

8.1. Unlimited Liability. Both Parties and their Affiliates shall be subject to unlimited liability only for losses or damages which cannot be excluded by Applicable Law, including, without limitation, for (a) intent and gross negligence (“Vorsatz und grobe Fahrlässigkeit”), (b) injury to life, body, or health caused by an intentional or negligent breach of duty, (c) breach of material obligations; (c) damages based upon a defect in quality or title fraudulently concealed by Deltia or its Affiliates; (d) for either Party’s indemnification obligation under Section 7, (e) Customer’s payment obligations under the Agreement and (f) fraudulent intent (“Arglist”). 

8.2. Deltia’s Limited Liability. For loss or damage based on a breach of contractual obligations involving slight negligence (“leicht fahrlässige Pflichtverletzung”) by Deltia or its or its Affiliates’ or their statutory representatives, vicarious agents, directors or employees, they shall be liable in the aggregate for compensation of damage or expenses only in those cases where a material duty is breached that is of particular importance for achieving the purpose of the Agreement. Liability for breach of a material contractual obligation involving slight negligence shall be limited to the typical, foreseeable losses and damages, as of the Effective Date. 

8.3. Liability Cap. The Parties agree that the liability described in Section 8.2 based on a breach of duty involving slight negligence will be limited to the amounts invoiced to Customer under the applicable Service Order in the 12 months immediately preceding the incident causing the liability, unless such limitation is excluded by Applicable Law. For damages arising under a breach of Section 5.4 (Confidentiality), breach of Section 10 (Security and Data Protection) and/or under the DPA, Deltia’s liability shall not exceed 5x (five times) the cumulative fees invoiced to Customer under the applicable Service Order in the 12 months preceding the date the claim arose. Any additional liability for slight negligence is excluded. 

8.4. Product Liability. Any further liability of Deltia or its Affiliates for compensatory damages pursuant to the German Product Liability Act shall remain unaffected by the limitations of liability agreed herein. 

8.5. No “Initial Defects”. In the event that Customer uses the Services in the Production Phase (following the Setup Phase), Customer acknowledges and agrees that Deltia’s no-fault strict liability for “initial defects” (as per section 536a (1) of the German Civil Code) is excluded. This Section shall not apply to any Services during the Setup Phase. 

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8.6. The Parties agree that the limitations of liability in this Section 8 shall apply to the maximum extent permitted under Applicable Law. 

9. Termination 

9.1. Term. The term of this Agreement begins on the Effective Date and will remain in effect until terminated in accordance with its terms. 

9.2. Termination. 

9.2.1 Each party has the right to terminate this Agreement without cause upon written notice to 

the other Party if there is no Service Order 

currently in effect. 

9.2.2 Unless otherwise set forth in a Service Order, each Service Order shall automatically renew for 

successive periods of one (1) year each (each a 

“Renewal Term”), unless either Party provides 

written notice of non-renewal at least thirty (30) 

days prior to the end of the then-current Term. 

Fees for each Renewal Term shall be at the 

then-current rates in the applicable Service 

Order unless Deltia has provided Customer 

written notice of such fee increases at least 45 

days prior to the end of the then current term or 

as the Parties may otherwise agree in writing. 

9.2.3 Each party has the right to terminate this Agreement for cause upon written notice: (a) if 

the other party commits any material breach of 

this Agreement and fails to remedy such breach 

(if capable of remedy) within 30 days after 

written notice of such breach; or (b) subject to 

Applicable Law, upon the other party’s 

liquidation, commencement of dissolution 

proceedings, insolvency or assignment of 

substantially all its assets for the benefit of 

creditors, or if the other party becomes the 

subject of bankruptcy or similar proceeding that 

is not dismissed within 60 days. 

9.2.4 Data Portability. 

9.2.4.1 If Customer exercises its rights under the EU Data Act to switch the Services to another service provider or to an on-premises environment, Customer shall give Deltia a minimum of 60 days’ prior written notice (a “Data Portability Notice”) prior to switching such Services. The Parties acknowledge that Deltia incurs significant implementation, onboarding costs and ongoing training costs in connection with ML training, and agree that if Customer gives Deltia a Data Portability Notice, all amounts payable by Customer through the 

end of the then applicable Subscription Term of the Service Order(s) to be terminated shall be paid to Deltia upon such termination (the “Remaining Subscription Fees”). The Parties further agree that the payment of the Remaining Subscription Fees represents a fair recovery of such accrued costs and shall not be construed as a penalty or as restricting the Customer’s statutory rights under the GDPR or the EU Data Act, including the right to portability and switching without undue delay. 

9.2.4.2 Upon request within 30 days following expiration or earlier termination of this Agreement, Deltia shall provide the Customer with a complete and structured export of Customer Data in a commonly used and machine-readable format, in compliance with Article 20 GDPR and the EU Data Act. Such export shall not affect Deltia’s right to recover the Remaining Subscription Fees or other fees described in Section 9.2.4 above. 

9.3. Suspension. Deltia may suspend any Subscription Services immediately upon notice in accordance with Section 4.4 hereof (Late Payment) or if Deltia reasonably determines Customer violated or is violating the Customer Restrictions in a manner that would cause material or imminent harm to Deltia or others. Any suspension by Deltia of the Services under this Section will not relieve Customer of its payment obligations hereunder. Deltia will promptly lift the suspension upon Customer’s remedy of the triggering violation. 

9.4. Survival. Upon termination of this Agreement all rights and obligations granted therein will immediately terminate except that any accrued rights and the following sections will survive: 4 (Fees and Payment), 5 (Proprietary Rights and Confidentiality), 6.6 (Warranty Disclaimer), 7 (Indemnification), 8 (Limitation of Liability), 9 (Termination), and 11 (General). 

10. Data Protection and Security 

Data Processing Addendum. The terms of the DPA located at: https://www.deltia.ai/data-privacy-agreement and incorporated herein by reference (the “DPA”) shall apply to the processing of personal data in the Services. If the terms of the DPA conflict with this Agreement, the DPA terms govern with respect to the processing of personal data. During the term of this Agreement, Deltia shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Deltia Services and Customer Data. Deltia is ISO 27001 certified and shall maintain such certification, or a comparable successor standard certification, during the term of this Agreement. Upon written request from Customer (not more than once annually), Deltia will provide a copy of such certification to Customer. 

11. General 

11.1. Compliance with Laws. Each Party will at all times comply with all Applicable Law. 

11.2. Export Compliance. Each Party will comply with applicable export and trade sanctions laws and regulations when providing and using the Deltia Services. 

11.3. Assignment; Delegation. Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to an Affiliate or to a successor to all or substantially all of its assets or business. Customer agrees that Deltia may: (i) appoint and use subprocessors in accordance with the DPA and (ii) use subcontractors and other services providers to perform the Services, provided that Deltia shall be responsible and liable to Customer for all acts and omissions of its subprocessors, subcontractors and service providers in the same manner as if such acts or omissions were those of Deltia. Any attempted assignment, delegation or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their respective successors and assigns. 

11.4. Amendment; Waiver. Except as expressly stated herein, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless executed in writing by a duly authorized representative of each Party. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of present or future enforcement of that or any other provision. 

11.5. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of the Agreement will remain in full force and effect and bind the Parties according to its terms. 

11.6. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the Federal Republic of Germany, exclusive of its rules governing choice of law and conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal 

courts of Berlin and the Parties hereby submit to the personal jurisdiction of these courts. 

11.7. Notices. Deltia may give general notices for Deltia Subscription Services via a notice on the Deltia Dashboard. Any legal notice required or permitted to be given hereunder will be given in writing either electronically by email, or by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Service Order. Notices to Deltia must be sent to the following address: Deltia GmbH, Max-Urich-Strasse 3, 13355 Berlin, Germany, Attn: Legal with a copy, which shall not constitute Notice, to legal@deltia.ai, or such other address as Deltia specifies. Notices sent by email shall only be valid if the sending Party requests and receives a delivery or read receipt confirming transmission to the email address specified herein. Day-to-day operational and business messages may be sent by email. 

11.8. Entire Agreement. This Agreement, including linked terms incorporated by reference, comprises the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Deltia, its agents or employees will create a representation, warranty or guarantee or in any way increase the scope of the warranties in this Agreement. No terms or conditions stated in a Customer purchase order, vendor or partner onboarding process or web portal, or any other Customer order documentation (excluding Service Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void, notwithstanding any language to the contrary therein. 

11.9. Order of Precedence. In the event of any discrepancy among the contractual documents, the order of precedence is the following, except that specific portions of a lower-ranking document may supersede specified portions of a higher-ranking document expressly noted: (i) the Service Order; (ii) this Master Services Agreement, (iii) SLA, and (iv) DPA, provided, however, that with respect to personal data processing, the DPA shall prevail and have precedence over the Master Services Agreement. 

11.10. Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”). The affected Party will comply with any applicable disaster mitigation or recovery obligations. If a Force Majeure Event prevents performance for more than thirty (30) days, either Party may terminate the affected Service Order upon written notice to the other Party and Customer shall pay any unpaid Fees pro-rata through the date of such termination and/or Deltia shall provide Customer a refund of any pre-paid fees for any unused Services pro-rata from the date of such termination. 

11.11. Insurance. Deltia will, at its expense, procure and maintain throughout the term of the Agreement, insurance policies and coverages required by law applicable to its business operations and with reasonable policy limits taking into account the nature of the Services to be provided hereunder. All such policies shall be issued by reputable and financially sound insurance companies authorized to do business in the geographic area where the Deltia Services are to be performed. Upon Customer’s written request, Deltia shall furnish to Customer a certificate of insurance evidencing that such policies are in full force and effect. 

11.12. Publicity. Customer agrees that Deltia may refer to Customer’s name and trademarks in Deltia’s marketing materials and website; however, Deltia will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references, and case studies) without Customer’s prior written consent (which may be by email or agreed to in the applicable Service Order).  

11.13. Reports. Customer may, no more than once in any twelve (12) month period (unless otherwise required by Applicable Law) and upon reasonable prior written notice, conduct an audit limited to verifying compliance with this Agreement to the extent that Customer reasonably considers it necessary because of genuine and demonstrable concerns as to Deltia’s compliance with this Agreement. Such audit shall be conducted during Deltia’s normal business hours, in a manner that does not unreasonably interfere with Deltia’s operations, and shall be restricted to written records directly related to Customer’s use of the Services and the payment of fees. Any third-party auditor engaged by Customer must be independent and bound by reasonable confidentiality obligations. Customer shall bear the costs of the audit, except where such audit reveals a material non-compliance or an overpayment by Customer of more than 5% of the fees owed for the audited period, in which case Deltia shall reimburse Customer for its reasonable out-of-pocket costs of the audit. The foregoing shall not limit any rights of cooperation or audit set forth in the DPA. 

11.14. Independent Parties. The Parties are independent contracting parties. Nothing in this Agreement will be construed to create a partnership, joint venture, personnel leasing or agency relationship between the Parties.