General Terms and Conditions for Services

These General Terms and Conditions for Services ("Terms") apply to all proposals, quotations, order confirmations and statements of work (each an "Agreement") entered into between Coreveya Technologies Limited, registered in Ireland under company number 824175 with its registered address at Castleview, Waterford, Ireland ("Coreveya"), and any business client ("Client") for the design, development, integration, deployment, or support of software, digital platforms, e-commerce systems, automation, artificial intelligence features, or related engineering services (the "Services").

These Terms apply unless expressly varied in writing in the applicable Agreement. The Client's own general terms of purchase do not apply, even where not expressly rejected by Coreveya, unless Coreveya has agreed to them in writing.

• "Agreement" means the specific proposal, quotation (Angebot), order confirmation, or statement of work referencing these Terms, together with these Terms and any schedules attached to it.
• "Deliverables" means any software, configuration, integration, documentation, or other work product created by Coreveya for the Client under an Agreement.
• "Background IP" means intellectual property owned by either party prior to, or developed independently of, an Agreement, including Coreveya's pre-existing tools, frameworks, libraries, templates and methodologies.
• "Third-Party Services" means platforms, software, or services licensed from third parties and used in or integrated with the Deliverables, including e-commerce platforms, ERP systems, hosting providers, EDI/network services, and AI providers.

An Agreement is formed when the Client accepts a Coreveya quotation or order confirmation in writing (including by email or electronic signature), or when Coreveya begins performing the Services at the Client's request, whichever occurs first. Unless stated otherwise in the quotation, quotations are valid for 30 days from their date.

Coreveya will perform the Services described in the applicable Agreement using reasonable skill and care consistent with good industry practice.

Any work requested by the Client outside the scope described in the Agreement (a "Change") requires a written change request describing the additional work and, where applicable, its impact on fees and timeline. Coreveya is not obliged to carry out a Change until it has been agreed in writing by both parties.

The Client will provide, in a timely manner, all information, access, decisions, content, credentials, and third-party accounts reasonably required for Coreveya to perform the Services. Timelines set out in an Agreement are contingent on timely Client cooperation. Delay caused by the Client may extend delivery dates and may result in additional fees for idle time or re-planning.

Fees are as set out in the applicable Agreement, exclusive of VAT and any other applicable taxes or duties, which will be added where chargeable.

Unless otherwise stated in the Agreement, an advance payment of 30% of the total agreed fee is invoiced upon signature of the Agreement and is payable before Services commence. The remaining balance is invoiced in accordance with the payment schedule set out in the Agreement (for example, on delivery or in agreed instalments).

Unless stated otherwise in the Agreement, all invoices are payable within 7 days of the invoice date. Amounts not paid when due bear interest in accordance with applicable statutory late payment legislation for commercial transactions. Coreveya may suspend performance of the Services if payment is overdue by more than 7 days after the due date, following written notice to the Client.

Where an Agreement covers a complex software development or artificial intelligence project, Coreveya may structure the engagement to begin with a Minimum Viable Product ("MVP") phase, as set out in the applicable Agreement.

The fee for the MVP phase is 10% of the total quoted project fee, payable in accordance with the Fees, Deposit and Payment terms. This MVP fee forms part of, and counts towards, the 30% advance payment referred to there.

If the Client confirms that the project should proceed following completion of the MVP phase, a further 20% of the total quoted project fee becomes payable, bringing the total advance payment to the 30% referred to above, before Coreveya continues with the remainder of the Services.

If, following completion of the MVP phase, Coreveya decides not to proceed with the remainder of the project, Coreveya will refund the Client 50% of the MVP fee paid. No refund is due under this clause where the Client, rather than Coreveya, decides not to proceed following the MVP phase.

Costs charged by third parties in connection with the Services - including, without limitation, domain registration and third-party software licence fees - are billed to the Client at actual cost incurred, in addition to Coreveya's fees, unless the Agreement expressly states that such costs are included.

Server, hosting, backup and maintenance costs are governed by §09 (Server Management and Maintenance) where applicable. Costs relating to AI functionality are governed by §13 (AI Processing and Data Handling).

Where an Agreement provides for Coreveya to manage servers or hosting infrastructure on the Client's behalf, the following applies in addition to the fees stated in the Agreement:

• Production servers are hosted in Germany, unless the Agreement states otherwise.
• Coreveya maintains a backup of the Client's data and systems in Ireland, geographically separate from the production environment. The cost of this backup is included in the fees stated in the Agreement.
• For each server managed by Coreveya, up to 2 hours of maintenance per month are included in the agreed fees, covering routine tasks such as security updates, monitoring, and minor configuration changes.

Maintenance work beyond the included 2 hours per server per month, or work required due to circumstances outside Coreveya's reasonable control (for example, third-party outages or issues caused by the Client), will be billed separately at Coreveya's then-current hourly rate, or treated as a Change under §04.

Coreveya will deliver the Deliverables in accordance with the timeline set out in the Agreement. Unless expressly stated as fixed, timelines are estimates.

Where an Agreement provides for acceptance testing, the Client must notify Coreveya in writing of any material non-conformity with the agreed specification within the acceptance period stated in the Agreement, or, if no period is stated, within 10 business days of delivery. Deliverables are deemed accepted if no such notice is given within that period, or upon the Client's productive use of the Deliverables in a live environment, whichever occurs first.

Subject to full payment of all fees due under the relevant Agreement, Coreveya assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client under that Agreement, excluding any Background IP.

Coreveya grants the Client a non-exclusive, worldwide, royalty-free licence to use any Background IP embedded in the Deliverables, for so long as reasonably necessary for the Client to use the Deliverables for its own business purposes. Coreveya retains the right to reuse general know-how, techniques, and non-Client-specific components developed in the course of an engagement.

Deliverables may rely on Third-Party Services which are licensed directly to the Client, or provided under separate terms of the relevant third-party provider. Coreveya is not responsible for the availability, pricing, functionality changes, or terms of any Third-Party Service, and will use reasonable efforts to make the Client aware of terms known to Coreveya that materially affect the Services.

Where the Services involve the use of artificial intelligence (AI) functionality, Coreveya uses AI infrastructure that is self-hosted and operated by Coreveya. Client data processed by such AI functionality remains within Coreveya's own infrastructure and is not transmitted to, or processed by, any external or public AI service or third-party provider over the internet.

This clause applies unless an Agreement expressly specifies the use of a named third-party AI provider at the Client's request, in which case §12 (Third-Party Services and Platforms) applies to that provider instead.

Each party will keep confidential any non-public business, technical, or commercial information disclosed by the other party in connection with an Agreement, and will use such information only for the purposes of that Agreement, except where disclosure is required by law, regulation, or court order, or to professional advisors bound by equivalent confidentiality obligations.

This obligation survives termination or expiry of the Agreement for a period of three years, save that it continues indefinitely in respect of information which constitutes a trade secret.

Where Coreveya processes personal data on the Client's behalf in connection with the Services, the parties will enter into a data processing agreement compliant with the General Data Protection Regulation (EU) 2016/679 ("GDPR"). Coreveya will process such personal data only on the Client's documented instructions and will implement appropriate technical and organisational measures to protect it.

Coreveya warrants that the Services will be performed with reasonable skill and care consistent with good industry practice. Coreveya does not warrant that the Deliverables will be error-free, uninterrupted, or will meet requirements that were not expressly agreed in writing.

Except as expressly stated in these Terms or the applicable Agreement, all other warranties, conditions and representations, whether express or implied by law, statute or otherwise, are excluded to the maximum extent permitted by applicable law.

Subject to the paragraph below, Coreveya's total aggregate liability arising out of or in connection with an Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees actually paid by the Client to Coreveya under that Agreement in the 12 months preceding the event giving rise to the claim.

Neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill, or data, even if such loss was foreseeable.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded under applicable law.

An Agreement runs for the term stated in it or, if no term is stated, until the Services described in it are completed.

Either party may terminate an Agreement by written notice if the other party commits a material breach of the Agreement that is not remedied within 14 days of written notice describing the breach, or with immediate effect if the other party becomes insolvent, enters administration or liquidation, or ceases to carry on business.

On termination for any reason, the Client will pay for all Services properly performed and costs properly and reasonably incurred by Coreveya up to the effective date of termination.

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disaster, war, civil unrest, labour disputes, or failure of third-party infrastructure, utility, or internet service providers.

Coreveya may engage subcontractors to perform any part of the Services, and remains responsible for the performance of the Services by its subcontractors as if performed by Coreveya itself.

Neither party may assign, transfer, or subcontract the whole or any part of an Agreement without the prior written consent of the other party, except that Coreveya may assign an Agreement in connection with a merger, acquisition, corporate reorganisation, or the sale of substantially all of its assets, on written notice to the Client.

Notices under an Agreement must be given in writing and sent to the addresses or email addresses stated in the Agreement or, in the case of Coreveya, as published on www.coreveya.ie/imprint/.

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect.

These Terms, together with the applicable Agreement, constitute the entire agreement between the parties in relation to the Services described in it, and supersede any prior discussions, proposals, or representations not expressly incorporated into the Agreement. Amendments must be made in writing and agreed by both parties.

These Terms and any Agreement incorporating them are governed by and construed in accordance with the laws of Ireland. The courts of Ireland have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or any Agreement, including non-contractual disputes or claims.

This document is also available in German for convenience. In the event of any conflict or inconsistency between the two language versions, this English version prevails. Individual Agreements with clients may specify a different governing law by mutual written agreement.