General Terms and Conditions

of Retresco GmbH, Grünberger Straße 44a, 10245 Berlin, represented by the managing director Johannes Sommer, Lower District court (Amtsgericht) Charlottenburg registration number HRB 117049B.

0. Preamble

For contracts with Retresco GmbH (hereinafter referred to as “Retresco”), unless otherwise agreed in writing individually, the following provisions are binding. Where the parties have made individual agreements, these General Terms and Conditions shall apply in addition in the event of loopholes/omissions. Conflicting general terms and conditions of the contractual partner are contradicted in advance as a precautionary measure.

Please take notice of these terms and conditions. Retresco’s offer is aimed exclusively at companies, authorities and institutions, but not at private consumers.

The contractual partner of Retresco is hereinafter referred to as the “Customer” for better readability.

1. Who we are

Retresco offers software solutions in the field of natural language processing, in particular for the analysis and processing of natural language content as well as the automated creation of texts:

A. Software Solutions

as Software-as-a-Service (“SaaS”) and/or as a service, depending on the type of service and the content of the contract.

as well as

B. Services

Care and maintenance services (“Service Level Agreements = SLA”) for the software solutions and services described under A.

SLAs are to be expressly agreed or commissioned as a separate service in addition to the software solution.

Retresco offers the hosting of software solutions outside of SaaS offers itself.

2. Conclusion of contracts

Contracts with Retresco are usually concluded by making a written offer and giving a written acceptance, either by

A. Pitch

With the customer’s invitation to Retresco and other competitors to submit a binding offer (so-called “pitch”) and to accept Retresco’s offer by the Customer.

These GTC apply, alternatively in addition, to those areas of the contractual relationship that are not regulated in the “pitch” documents and/or Retresco’s offer for the tender/”pitch”.

B. Conclusion of contract by negotiation

with the written offer of Retresco to the customer and written acceptance by the customer. As a rule, transmission by

e-mail satisfies the written requirement.

An offer can only be accepted unconditionally. In case of doubt, the offer must be changed after consultation of the parties of Retresco or the Customer in such a way that the acceptance by the other party can necessarily take place.

In the case of several offers for the recognizably same service purpose, only the most recent offer shall apply. Unless otherwise stated in the offer, an offer by Retresco is binding for 20 working days.

The requirement of unconditional acceptance also applies if Retresco simultaneously makes several binding offers to choose from and leaves them to the Customer for expressly optional acceptance. If previously agreed with the Customer, Retresco may demand a cost contribution or expense compensation for particularly complex offer calculations.

Any cost estimates/quatations (also referred to as “CE” [Ger.: “KVA”]) are not binding and serve the customer only as an orientation about the range of services offered by Retresco. On the basis of the CE, the Customer gets an overview of the services for which he would like to request a binding offer. The Customer can accept the offer following the CE or request an amended offer. As a rule, a CE is replaced by an oral consultation by Retresco.

If the Customer wishes to accept only parts of a uniform offer, a new offer must be requested via the partial service. In these cases, Retresco must check whether the desired service is technically and economically divisible and then, if necessary, recalculate the individual service.

Cost estimates, offers and acceptances should be referred to as such by the parties as literally as possible in order to avoid misunderstandings. In case of doubt, there applies what the parties apparently wanted to declare from the point of view of an objective third party.

If, as an exception, the contract has been concluded by telephone, Retresco will immediately prepare a written confirmation of the contract and send it by letter, fax and/or e-mail to the Customer’s place of business or business address. The content of this contract confirmation shall be regarded as binding content of the contract if the Customer does not immediately object to the provided confirmation in writing.

From an order volume of more than 20,000 euros, Retresco will regularly ask for a confirmation of a contract concluded by e-mail through a fax or a letter (with a signature confirming the summarized contract).

3. Contract execution

A. Software Solutions

The services of Retresco are usually divided into two phases, the concept creation (planning) and the concept implementation (realization).

Phase 1: Retresco will first create a detailed concept based on the requirements communicated by the Customer.

The (fine) concept is the detailed design by Retresco for the implementation of the actual software solution or of the main service. The concept must be accepted by the Customer if the implementation proposal is in accordance with the contract.

Phase 2: Based on the detailed concept, Retresco will technically implement the service. The implemented service must also be accepted/taken.

Retresco will request acceptance with the transfer of the concept and after notification of the implementation of the service. If the service is not in accordance with the contract, the Customer may demand rectification within the legal framework. If the acceptance of a contractual service does not take place within the reasonable period specified by Retresco, the service shall be regarded as taken/accepted. The acceptance shall be deemed to have been taken place if the Customer uses the services of Retresco in the course of business (e.g. “GoLive” of the components supplied by Retresco, in whole or in part).

B. Service agreements/contracts

Service Agreements (“SLA”) are services based on the software solutions and services provided by Retresco and include maintenance and care and, unless otherwise agreed, operation including updating (“Updates”) of the Software by Retresco to the extent specified in the SLA and for the term specified in the SLA. The provision of updates is at the discretion of Retresco; these are based on the technical requirements and are not bound to regular time intervals.

SLAs are calculated with individual services suiting the needs of the Customer. Unless otherwise agreed, a standard SLA includes maintenance and care by Retresco staff in the amount of 2 man-hours per week.

Under the SLA, Retresco’s response time in the event of spontaneously occurring errors is 2 hours (Mon-Fri between 8:00 – 18:00 (CET/CEST):

 

Response time is the time after which at the latest Retresco begins the process of problem analysis and troubleshooting, not the time when troubleshooting is to be completed.

Unless expressly agreed otherwise, care and maintenance work will be carried out remotely.

The monthly man-hour quota of the SLA expires on the last day of the respective month and is not credited to subsequent months.

Further services by Retresco are to be remunerated per working hour in accordance with the applicable price list*.

 

*= A price list is contained in the prices and conditions agreed in separate written contracts between Retresco and the Customer.

 

If the man-hour budget according to the SLA is exceeded, Retresco will inform the Customer of any necessary additional costs incurred and the expected amount of work. The actual working time is to be remunerated. Retresco will issue a detailed invoice with a list of the services provided.

For the term of the SLA, this replaces the statutory warranty insofar as Retresco begins primarily with the reaction time agreed in the SLA with solving any problems that may arise and also has the right to completely eliminate any problems that may arise within the scope of the SLA.

If the problem has obviously been caused by Retresco’s services, troubleshooting under the SLA will not incur any further costs for the Customer. If the problem can be proven to be due to the Customer’s actions, working hours that exceed the work-hour quota specified in the SLA will be invoiced according to the applicable price list per working hour. In the latter cases, Retresco will document the working hours incurred in a manner comprehensible to the customer.

C. Transfers of Rights and Warranties

Outside of a SLA, Retresco’s services are covered by the statutory warranty for the software in the condition normally provided to customers on a data carrier (as an unmodified initial version)*. Troubleshooting under a SLA takes priority; if the troubleshooting coincides with a warranty reason, Retresco may, at its sole discretion and at no additional cost to the customer, extend the maintenance period to a reasonable extent for both parties until it has been corrected.

 

*= When determining whether there is a legal or contractual warranty reason, it must be taken into account that software development is always a dynamic process and the possibilities to improve and expand a software in most cases only arise during the operation of the software for one or more customers through monitoring and associated experience.

A software is free of defects within the meaning of these contractual conditions if it basically performs the assumed functions with a reliability that is customary for such software or the average reliability specified by Retresco. The possibility to constantly improve the software is therefore inherent in the system and no indication of a possible defect in the output software.

In the event of the agreed source code transfer, the processing of the same or the processing of the software itself is prohibited as long as Retresco is also obliged to maintain and maintain the system within the framework of an SLA. This is necessary for the implementation of the SLA agreement so that Retresco can fully understand the respective processing status of the software and perform the tasks assigned to Retresco within the framework of the SLA in accordance with the contract. If the source code is edited by the Customer before the end of the SLA, Retresco shall be released from the service obligations of the SLA and shall retain the remuneration agreed for the term.

Rights, in particular rights of use, are only transferred to the extent necessary for the intended execution of the contract. Unless otherwise agreed in writing, the Customer receives a non-exclusive right of use for the term of the contract (exception: a software purchase has been agreed upon). The right of sublicensing the services of Retresco belongs exclusively to Retresco.

Personal working hours in excess of the SLA are to be remunerated per working hour according to the applicable price list, unless they are technical problems for which Retresco is obviously responsible.

Retresco is not aware that the services you offer would infringe the property rights of third parties. If, contrary to expectations, this turns out to be the case, Retresco receives the right, to optionally change the service at its own expense in such a way that no property rights of third parties are infringed (with almost the same suitability for contractual use) or to acquire the necessary rights of use. Only if Retresco refuses this, the Customer receives the right of an extraordinary contract termination.

D. Remuneration

The prices and conditions agreed in the separate written contracts between Retresco and the Customer shall be regarded as a price list. All prices are net prices and do not include the legally applicable value added tax.

Deviations from the contractually agreed service (“Change Request”) shall be regarded as a supplement to the contract or additional orders and must therefore be commissioned separately in writing. For this purpose, Retresco will submit a calculation of the expected expenses.

Deviations and additional orders are to be expressly commissioned by the Customer – usually in writing – or are considered not to have been commissioned. Retresco will immediately send an order confirmation by fax and/or e-mail for any telephone orders. If this order confirmation is not objected to immediately (usually within one working day), the order shall be regarded to have been placed as described therein.

Retresco will send the Customer an invoice for the respective remuneration due after expiry of the acceptance period or, if necessary, already by the start of use of the contractual object.

Payments are due upon receipt of the invoice and must be transferred to the following account within 20 days, with the indication of the invoice number.

Deutsche Bank

IBAN: DE86 1007 0000 0683 4022 00

BIC: DEUTDEBBXXX

 

Any additional costs incurred (e.g. trips to the customer’s company headquarters, etc.) will be charged separately and announced in advance. The reimbursement of the costs of travel outside of Berlin is limited to 2nd class train journeys, flights in economy class and stays in up to maximum 4-stars hotels. Costs for travel within Berlin will not be charged.

The contracting parties shall treat price agreements confidentially.

E. Cooperation of the Customer

The Customer shall support Retresco in the work necessary for the execution of the contract by way of providing Retresco with all information and access necessary for the provision of services.

F. Liability

Retresco’s liability is limited to the typically foreseeable damage and at the same time to the order value. This does not apply to the cases of loss of life, injury to body and health as well as to intent or gross negligence; in these cases, in general the statutory liability applies. Retresco’s offer prices regularly refer to this limitation of liability. Should the Customer expressly request Retresco to assume further liability before the conclusion of the contract, Retresco will accordingly extend the scope of liability and add the associated costs to the offer.

In principle, Retresco is not liable for damages caused by the Customer himself (or his assistants) to himself or third parties. This applies in particular if Retresco’s services are used by the Customer in breach of contract and/or by exceeding statutory provisions. In particular, Retresco shall not be liable for claims by third parties against the Customer if third parties make the Customer liable for search results obtained through the use of Retresco search technologies; Retresco is not responsible for the editorial control of the search results or of the content of the database provided by the Customer.

In cases of force majeure, such as pandemics and epidemics, floods, environmental disasters, fire and lightning strikes as well as acts of terrorism, sabotage, wars and revolutions, the affected party will inform Retresco immediately of the occurrence and cessation of the force majeure. In such cases, the affected party shall be released from its contractual performance obligations and from any liability for damages or any other contractual remedy for breach of contract for the duration and to the extent of the impact. In the event of prolonged force majeure of up to eight (8) weeks, the parties may terminate the contract within a reasonable period of notice. “Force majeure” refers to the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations under the contract if and to the extent that the party affected by the impediment proves that this impediment is beyond its reasonable control and could not reasonably have been foreseen at the time of the conclusion of the contract and the effects of the impediment could not reasonably have been avoided or overcome by the affected party.

G. Rights

1. Software

Retresco grants the Customer the non-exclusive rights of using the software solutions necessary for the execution of the contract for the duration of the contract. The transfer of the rights of use is subject to full payment of the remuneration. Upon expiry of the contract, all rights shall revert to Retresco, unless a software purchase and/or the transfer of source code and/or a further right to operate the contractual services has been specifically agreed upon in writing and specially remunerated.

2. Content

Retresco acts exclusively as a technical service provider.

Retresco will store (reproduce) and edit data or content of the Customer exclusively on behalf of the Customer and – unless expressly agreed otherwise – for use by the Customer (catalog or prepare and summarize for the semantic search function).

Retresco shall neither use the Customer’s data nor make it accessible to third parties.

Retresco shall not claim any of its own rights to the Customer’s data or content. The preparation of the content is automated.

Retresco shall not store any personal data (data of customers of the Customer) without the express instruction of the Customer. If Retresco is commissioned with the storage of personal data, Retresco shall comply with applicable data protection regulations.

Data and contents of the Customer will be processed by Retresco either after termination of the contract or termination of a corresponding individual order or (if preceding in time) deleted immediately on the direct instructions of the Customer.

If the data is not deleted because it is necessary for other and legally permissible purposes, their processing will be limited to these purposes, i.e. the data will be blocked and not processed for other purposes. This applies, for example, to data that must be stored for commercial or tax reasons or whose storage is necessary for the assertion, exercise or defense of legal claims or for the protection of the rights of another natural or legal person.

3. Use of artificial intelligence

Artificial intelligence refers to a machine-based system that is designed to operate with varying degrees of autonomy, that can be adaptive once deployed, and that derives from inputs received for explicit or implicit goals how to produce outputs, such as predictions, content, recommendations or decisions that can influence physical or virtual environments.

Retresco also uses artificial intelligence models from third-party providers for the provision of services on the solutions provided. Retresco reserves the right to use additional artificial intelligence models and software components from third-party providers to improve the scope of services and enhance the services. Such changes shall not affect the services provided by Retresco in accordance with the contract.

Retresco will take appropriate technical and organisational measures to ensure the reliability and security of the AI services provided. In the context of the use of artificial intelligence, Retresco will, as far as possible, respect the copyrights of third parties.

The contracting parties shall each ensure that persons entrusted with the operation and use of artificial intelligence have a sufficient level of AI competence, taking into account their technical knowledge, experience, education and training, the context in which the AI systems are to be used, as well as the persons or groups of persons with whom the AI systems are to be used.

The quality of the data output created using artificial intelligence depends largely on the data input used. The customer undertakes to only use data input that does not violate applicable law (e.g. data protection) or third-party property rights (e.g. copyrights). The customer will immediately report to Retresco any data output that violates applicable law or contains inappropriate content (e.g. untrue, misleading or discriminatory content).

H. Changes to the GTC

Retresco reserves the right to change or extend the content of these General Terms and Conditions even after conclusion of the contract, in particular in the event of changes in the legal situation, supreme court rulings or market conditions, and then to make them known as a new version.

Retresco will notify the Customer immediately by e-mail of each new version of the General Terms and Conditions and at the same time send the Customer the new version as a print-out highlighting the changes. Retresco will also refer to any significant innovation in the announcement letter in summary.

For this purpose, the Customer must provide Retresco with an up-to-date e-mail address at all times. If the notification has been made, the new version shall be regarded as approved if the Customer does not object in writing (letter, fax or e-mail) within two weeks or if the contractual services continue to be used without objection after the specified date of validity of the new version.

In the event that the Customer objects to changes and/or extensions that are necessary for legal or technical reasons, Retresco is entitled to a special right of termination.

I. Final provisions

German law/legislation is binding for these terms and conditions, as well as for the entire legal relationship between Retresco and the Customer. Other national or international legislation/regulations are ruled out. The law of the Federal Republic of Germany shall apply.

The place of provision of services is the registered office of Retresco GmbH.

Berlin is the place of jurisdiction and place of services for registered traders and legal entities under public law or assets governed by public law resulting from contracts.  The legal relationship between the contracting parties is exclusively subject to the law/legislation of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Should these General Terms and Conditions or parts thereof be invalid, the parties shall agree on an effective agreement with regard to the ineffective part that comes closest to the objectively intended content of the regulation.

 

 

Status: July, 2025