Terms and Conditions

English translation of the German Terms and Conditions.

of KnowFab GmbH Neumarkt 31 04109 Leipzig Germany

Local Court Leipzig, HRB 45608 VAT ID: DE462368632 DUNS: 317198736

Effective: June 2026

§1 Scope

(1) These Terms and Conditions apply to all contracts between KnowFab GmbH, Neumarkt 31, 04109 Leipzig, Germany, hereinafter referred to as "KnowFab", and its customers.

(2) KnowFab's offering is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Contracts with consumers are not concluded.

(3) Conflicting, supplementary, or deviating general terms and conditions of the customer shall not become part of the contract unless KnowFab expressly agrees to their applicability in text form.

(4) These Terms and Conditions also apply if KnowFab provides services without reservation while being aware of conflicting or deviating terms of the customer.

(5) Individual contractual agreements, in particular offers, service descriptions, confidentiality agreements, data processing agreements, service level agreements, data agreements, or project-specific agreements, take precedence over these Terms and Conditions.

(6) In the event of contradictions, the following order of precedence applies:

1. individual written agreements or agreements made in text form,
2. offer and service description,
3. separate data protection, confidentiality, security, data, or service-level agreements,
4. these Terms and Conditions.

§2 Subject Matter of the Contract

(1) KnowFab provides services in particular in the following areas:

1. provision of software solutions and AI models, in particular as SaaS, license model, on-premise solution, or API integration,
2. consulting, analysis, project planning, and technical support in industrial environments,
3. development, customization, training, validation, or parameterization of models,
4. provision of models, interfaces, evaluations, reports, or technical concepts for integration into customer systems,
5. support in the analysis, evaluation, and prediction of process, quality, production, and inspection data, in particular in the field of industrial joining connections.

(2) The specific scope of services is determined exclusively by the respective offer, service description, or other individual contractual agreement.

(3) KnowFab owes only the expressly agreed services. Services beyond this, in particular certifications, safety approvals, standards-related product tests, series approvals, component approvals, process approvals, or regulatory conformity assessments, are owed only if expressly agreed.

(4) Technical, economic, or qualitative forecasts, savings potential, model metrics, accuracy values, process improvements, or quality improvements constitute a warranted characteristic or guarantee only if expressly agreed as such.

§3 Conclusion of Contract

(1) Offers from KnowFab are non-binding unless expressly designated as binding.

(2) A contract is concluded when the customer accepts an offer from KnowFab. Acceptance may be made in text form, in particular by email.

(3) If KnowFab begins providing services at the customer's request and the customer makes use of such services, a contract may also be concluded by conclusive conduct.

(4) Changes or extensions to the scope of services require a separate agreement. KnowFab is entitled to charge separately for additional effort resulting from such changes, unless such effort is already covered by the agreed scope of services.

§4 Nature of Services

(1) Unless expressly agreed otherwise, KnowFab provides services as service work.

(2) No specific economic success, in particular specific savings, reductions in scrap, productivity increases, quality improvements, or a specific process stability, is owed unless expressly agreed.

(3) Work-contract services, deliverables subject to acceptance, or specific technical characteristics are owed only if expressly agreed in the offer or service description.

(4) The systems, models, analyses, and reports provided by KnowFab serve the technical analysis and support of professional decisions. They do not replace the customer's own review, assessment, validation, or approval decision.

(5) The customer remains responsible for the assessment, implementation, and control of measures taken on the basis of results, recommendations, analyses, or forecasts from KnowFab.

§5 Availability, Maintenance, and Support

(1) Support services are provided by email during KnowFab's business hours. Business hours are Monday to Friday from 09:00 to 16:00, excluding public holidays at KnowFab's registered office.

(2) A specific response time, resolution time, or availability is owed only if expressly agreed in the offer, in a service level agreement, or in another individual contractual agreement.

(3) Unless a specific availability has been expressly agreed, KnowFab does not owe any specific minimum availability of the software or individual services. KnowFab will, however, endeavor to provide the agreed services with reasonable care.

(4) Planned maintenance work will be announced to the customer in advance where possible. Urgent maintenance work, in particular for security, error correction, system stability, or prevention of disruptions, may also be carried out without prior notice.

(5) Impairments caused by the customer's networks, systems, infrastructure, interfaces, hardware, software, security policies, or access rights, or by third parties used by the customer, are outside KnowFab's area of responsibility.

(6) KnowFab is entitled to temporarily restrict or suspend services insofar as this is necessary for reasons of security, system integrity, error correction, maintenance, or prevention of damage.

§6 Customer Cooperation Obligations

(1) The customer is obliged to provide all information, data, documents, contact persons, system access, interface descriptions, test environments, and other cooperation required for the provision of services in a timely, complete, and suitable form.

(2) The customer is responsible in particular for:

1. the quality, completeness, up-to-dateness, and suitability of the provided data,
2. the legal permissibility of providing and using the data,
3. the professional assessment of the results,
4. the review of the results before productive use,
5. compliance with its own inspection, documentation, approval, and quality assurance processes,
6. the functionality of its systems, infrastructure, and interfaces,
7. the establishment of suitable review and control mechanisms.

(3) Delays or additional effort resulting from insufficient, delayed, or faulty cooperation by the customer shall not be borne by KnowFab. KnowFab is entitled to charge separately for additional effort resulting therefrom.

(4) The customer must inform KnowFab without undue delay of circumstances that may be material to the provision of services, security, data quality, model quality, system integration, or legal classification of the service.

§7 Customer Data, Process Data, and Data Use

(1) Customer data, process data, production data, quality data, inspection characteristics, equipment information, component data, measurement data, parameterizations, and comparable information provided by the customer remain with the customer as between the parties.

(2) KnowFab receives a simple, non-exclusive right to use customer data to the extent necessary to provide the agreed services.

(3) Use of customer data for KnowFab's own purposes, in particular for general product development, model improvement, benchmarking, publication, training, or reuse towards other customers, takes place only if expressly agreed.

(4) If use of customer data to improve models or products is agreed, such use will, where technically possible and sufficient for the respective purpose, take place in anonymized, aggregated, pseudonymized, or abstracted form.

(5) KnowFab is entitled to reuse general technical knowledge, methods, experience, non-customer-specific know-how, and generic improvements, provided that no confidential information of the customer is disclosed.

(6) The customer warrants that it is entitled to provide and permit the use of the data transferred to KnowFab and that no third-party rights are infringed thereby.

(7) Where statutory requirements regarding access to or use of data, in particular from connected products, machines, equipment, or related services, are relevant, the parties will regulate the resulting rights and obligations separately if this is necessary for the provision of services.

§8 AI Systems, Analysis Results, and Regulatory Classification

(1) The models and software solutions provided by KnowFab deliver analysis, assessment, or prediction results based on the respective data, parameters, model versions, and system environments provided.

(2) The accuracy, stability, and informative value of the results depend materially on the quality, completeness, representativeness, and up-to-dateness of the input data and on the specific operating environment.

(3) KnowFab does not guarantee error-free detection, assessment, or prediction of all process, quality, product, or equipment states unless a specific characteristic, inspection accuracy, model quality, performance metric, or concrete field of use has been expressly agreed.

(4) The provided systems serve technical analysis and decision support. They do not replace professional review, an approval decision, validation of the production process, or any legally, regulatorily, or normatively required review by the customer.

(5) Use of the software for automated approval, blocking, control, or safety-relevant assessment of products, components, equipment, or processes is permitted only if this has been expressly contractually agreed and technically approved.

(6) In particular, KnowFab does not approve components, processes, products, equipment, inspection processes, or series launches unless this has been expressly agreed.

(7) If a service may be classified under applicable law as a regulated AI system, high-risk AI system, safety component, product with digital elements, or comparable regulated component, the parties will define the respective role, responsibility, documentation obligations, inspection obligations, information obligations, and cooperation obligations separately in the offer or in an additional agreement.

(8) The customer is obliged to inform KnowFab in advance if the software, a model, or a result from KnowFab is to be used in a safety-relevant, regulated, approval-requiring, or product-critical context.

§9 Training, Customization, and Use by the Customer

(1) To the extent the customer is enabled to train, configure, modify, customize, or operate models with its own parameters, this is done exclusively at the customer's responsibility unless a more extensive responsibility of KnowFab has been expressly agreed.

(2) The customer is responsible for professional review, validation, and monitoring of such customizations.

(3) KnowFab is not liable for deterioration of model performance, incorrect results, operational disruptions, or damage attributable to training measures, configurations, data changes, system interventions, or other customizations by the customer or third parties used by the customer.

(4) The customer may use KnowFab models, software, or interfaces only within the agreed scope of use.

(5) The customer must inform KnowFab without undue delay if it determines that results appear obviously incorrect, unstable, safety-critical, or unsuitable for the agreed purpose.

§10 SaaS, License, On-Premise, and System Integration

(1) For SaaS services, KnowFab provides the customer with the agreed software or functionality via a technical environment. Details are set out in the offer or service description.

(2) For license models, the customer receives the rights of use to the software or models agreed in the offer. Source code is provided only if this has been expressly agreed.

(3) For on-premise installations, the customer is responsible for operation, maintenance, security, backup, infrastructure, networks, servers, access rights, system environment, and compliance with internal IT requirements unless expressly agreed otherwise.

(4) In the case of integration into customer systems, KnowFab's service is limited to providing the agreed models, interfaces, documentation, or support services unless further integration, operation, or maintenance services have been expressly agreed.

(5) KnowFab is not liable for errors, disruptions, outages, or security incidents resulting from the customer's system environment, third-party interfaces, changes by the customer, or components not controlled by KnowFab.

(6) The customer is obliged to carry out appropriate tests in a suitable test environment before productive use.

(7) Productive use in safety-critical, series-relevant, or approval-relevant processes requires express approval in the respective project.

§11 Acceptance of Project Services

(1) To the extent KnowFab provides work-contract services or project services subject to acceptance, such services are subject to acceptance.

(2) KnowFab will provide the service to the customer for acceptance after completion.

(3) The customer is obliged to inspect the service within 10 working days after provision and either declare acceptance or report material defects in a comprehensible form.

(4) If no acceptance and no material defect notice is issued within this period, the service is deemed accepted, provided KnowFab informed the customer of this consequence when providing the service.

(5) Immaterial defects do not entitle the customer to refuse acceptance.

(6) Change requests, extensions, or optimizations that go beyond the agreed scope of services do not constitute defects and must be agreed separately.

§12 Rights of Use and Intellectual Property

(1) All rights to pre-existing software, base models, algorithms, methods, concepts, frameworks, libraries, interfaces, documentation, workflows, data structures, and technical know-how of KnowFab remain with KnowFab.

(2) The customer receives a simple, non-exclusive, non-transferable right to use the contractually provided services within the agreed scope and for the agreed term, unless otherwise regulated in the offer.

(3) The customer may use project results, reports, evaluations, customer-specific parameterizations, configurations, or documentation within the agreed contractual purpose, unless otherwise regulated in the offer.

(4) Customer-specific customizations do not cause rights to underlying base models, algorithms, methods, software components, or know-how of KnowFab to transfer to the customer.

(5) The customer is not entitled to use, reproduce, modify, rent, lend, make publicly available, reverse engineer, decompile, or use KnowFab software, models, interfaces, or documentation for the development of competing systems outside the agreed scope of use, unless this is mandatorily permitted by law.

(6) Rights to data, documents, specifications, drawings, process information, or other materials provided by the customer remain with the customer.

(7) Where open-source components, third-party software, or third-party models are used, the respective license terms apply additionally. KnowFab will inform the customer thereof to the extent necessary for contractual use.

§13 Term and Termination

(1) The term is determined by the respective offer or agreement.

(2) Recurring services, in particular SaaS, license, maintenance, or support contracts, automatically renew for the respectively agreed term unless terminated in text form with a notice period of 3 months before the end of the term.

(3) Automatic renewal does not apply to one-time project services, consulting services, feasibility studies, pilot projects, or other individual services unless expressly agreed otherwise.

(4) The right to extraordinary termination for good cause remains unaffected.

(5) Good cause for KnowFab exists in particular if the customer is in substantial default with due payments despite a reminder, uses the software contrary to the contract, infringes KnowFab's intellectual property rights, or breaches material cooperation obligations.

(6) After the end of the contract, the customer is obliged to cease use of the software, models, and interfaces unless a continuing right of use has been agreed.

§14 Prices, Invoicing, and Payment

(1) Prices and remuneration are set out in the respective offer. Unless stated otherwise, all prices are exclusive of statutory value added tax.

(2) Invoices are due for payment without deduction within 14 calendar days from the invoice date unless a different payment term has been expressly agreed.

(3) Payments are made to the bank account specified in the invoice.

(4) In the event of payment default, the statutory provisions apply, in particular default interest pursuant to Section 288 BGB.

(5) KnowFab is entitled to suspend services after prior notice in the event of payment default, provided the customer does not pay despite a reminder and the suspension is reasonable for the customer.

(6) The customer has rights of set-off only if its counterclaims are undisputed, finally adjudicated, or acknowledged by KnowFab. Rights of retention may be asserted by the customer only from the same contractual relationship.

(7) Travel time, travel costs, expenses, and other ancillary costs are charged only insofar as this has been agreed or is necessary for the provision of services and was apparent to the customer.

§15 Confidentiality

(1) The parties undertake to keep all confidential information of the other party confidential and to use it only for the purposes of the respective contract.

(2) Confidential information includes in particular technical, economic, strategic, production-related, process-related, data-related, or business information that is marked as confidential or whose confidentiality follows from the circumstances.

(3) Information is not confidential if it:

1. was already lawfully known to the receiving party,
2. is publicly known or becomes publicly known without breach of this agreement,
3. was lawfully obtained from third parties,
4. was developed independently and without use of confidential information,
5. must be disclosed due to statutory, regulatory, or court obligations.

(4) The parties will protect confidential information through appropriate technical and organizational measures.

(5) The confidentiality obligation continues after termination of the contract for as long as a legitimate confidentiality interest exists.

(6) Separate confidentiality agreements take precedence over this provision.

§16 Use of Employees, Affiliated Companies, and Service Providers

(1) KnowFab is entitled to use its own employees, affiliated companies, technical service providers, subcontractors, and external expert advisors to carry out projects, technical analysis, development, quality assurance, software development, data preparation, provision of infrastructure, support, and comparable services.

(2) Confidential customer information is disclosed to such third parties only to the extent necessary for carrying out the respective project or providing the agreed services.

(3) KnowFab ensures that third parties used are contractually bound to confidentiality before receiving access to confidential information. This obligation must ensure an appropriate protection standard.

(4) Access to confidential information must be limited to the extent necessary for the provision of services.

(5) KnowFab will anonymize, pseudonymize, aggregate, or abstract customer-specific information, where technically possible and sufficient for the project purpose, before disclosing it to third parties.

(6) KnowFab remains responsible to the customer for compliance with confidentiality obligations by third parties used.

(7) The use of affiliated companies or service providers outside the European Union or the European Economic Area with regard to confidential customer data, personal data, or production-critical information takes place only insofar as this is provided for in the offer, in a data protection agreement, confidentiality agreement, or other individual contractual agreement, or is legally permissible and necessary for the provision of services.

(8) KnowFab is not liable for outages, disruptions, or restrictions of third-party providers, cloud infrastructure, network services, or other external services insofar as these are outside KnowFab's own sphere of influence.

(9) Conflicting individual contractual agreements with the customer, in particular customer-specific confidentiality agreements, data protection agreements, security agreements, or expressly agreed disclosure prohibitions, take precedence over this provision.

§17 Data Protection

(1) To the extent KnowFab processes personal data on behalf of the customer, the parties will conclude a separate data processing agreement pursuant to Art. 28 GDPR before processing begins.

(2) KnowFab processes personal data only within the framework of statutory provisions and the respective contractual agreements.

(3) The customer is responsible for ensuring that there is a sufficient legal basis for the personal data it provides and that data subjects have been properly informed where required.

(4) KnowFab does not use personal customer data for its own purposes unless there is a statutory basis or express agreement.

(5) To the extent KnowFab processes technical log data, usage data, or system data, this takes place only insofar as necessary for operation, security, error analysis, invoicing, traceability, or improvement of the agreed services.

(6) Details on the processing of personal data are set out in KnowFab's privacy notice and, where applicable, in the respective data processing agreement.

§18 IT Security, Access, and Protective Measures

(1) KnowFab will take appropriate technical and organizational measures to protect the systems and data for which KnowFab is responsible.

(2) The customer is responsible for the security of its own systems, networks, end devices, user accounts, access credentials, interfaces, and infrastructure.

(3) Access credentials must be treated confidentially by the customer and protected against unauthorized access.

(4) The customer must inform KnowFab without undue delay if there is a suspicion that access credentials have been compromised or that a security-relevant incident exists that may affect KnowFab services.

(5) If special security requirements, audits, penetration tests, plant standards, certifications, customer specifications, or industry-specific IT security standards are to apply, these must be expressly agreed.

(6) KnowFab is entitled to temporarily block or restrict access if there are concrete indications of misuse, security risks, attacks, unlawful use, or a threat to the systems.

§19 Compliance, Export Control, and Permitted Use

(1) The customer is obliged to use KnowFab services only in accordance with applicable law.

(2) The customer is responsible in particular for compliance with regulations on export control, sanctions, data protection, trade secret protection, occupational safety, product safety, IT security, and industry-specific regulatory requirements insofar as these affect its use of the services.

(3) Use of KnowFab services for unlawful purposes, to circumvent statutory inspection obligations, to misrepresent quality states, or for impermissible automated approval of safety-relevant products or processes is prohibited.

(4) The customer must inform KnowFab without undue delay if the services are to be used in a regulated, safety-critical, or export-control-relevant environment.

§20 Defects and Warranty

(1) To the extent statutory defect rights apply to KnowFab services, they apply in accordance with the following provisions.

(2) The customer must report defects without undue delay after discovery in a comprehensible form. The report should include a description of the error, the affected function, the system environment, and the effects.

(3) KnowFab is entitled, at its own choice, to remedy defects by repair, replacement delivery, provision of an update, workaround, or renewed provision of services, insofar as this is reasonable for the customer.

(4) Deviations, disruptions, or errors do not constitute defects if they are based on unsuitable data, insufficient data quality, incorrect operation, non-approved changes, unsuitable system environment, interventions by the customer or third parties, or non-contractual use.

(5) Guarantees exist only if they have been expressly designated and agreed as guarantees.

§21 Liability

(1) KnowFab is liable without limitation for damages arising from:

1. intent,
2. gross negligence,
3. injury to life, body, or health,
4. mandatory statutory liability, in particular under the German Product Liability Act,
5. expressly assumed guarantees.

(2) In cases of simple negligence, KnowFab is liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely.

(3) In cases of simple negligence, liability is limited, to the extent permitted by law, to the typical, foreseeable damage.

(4) For recurring services, liability in cases of simple negligence is limited to the net remuneration paid by the customer in the affected contract year, to the extent permitted by law.

(5) For one-time project services, liability in cases of simple negligence is limited to the net order value of the affected project, to the extent permitted by law.

(6) KnowFab is not liable for damage caused by:

1. unsuitable, incomplete, incorrect, or non-representative customer data,
2. misinterpretations or decisions by the customer,
3. non-contractual use,
4. lack of review, validation, or control by the customer,
5. changes, training measures, or configurations by the customer or third parties,
6. disruptions in the customer's system environment,
7. outages of third-party providers insofar as these are outside KnowFab's sphere of influence.

(7) The above limitations of liability also apply in favor of KnowFab's legal representatives, employees, vicarious agents, and subcontractors.

(8) The above provisions do not entail any change in the burden of proof to the customer's disadvantage.

§22 Force Majeure

(1) KnowFab is not liable for delays or impediments to performance caused by events outside KnowFab's reasonable sphere of influence.

(2) This includes in particular natural events, war, terrorism, unrest, strikes, lawful lockouts, pandemics, official measures, power outages, outages of telecommunication networks, cyberattacks, disruptions of cloud, hosting, or infrastructure service providers, and other unforeseeable events.

(3) In such a case, the parties will inform each other without undue delay and take appropriate measures to mitigate damage.

§23 References and Publications

(1) KnowFab may use the customer's name or logo as a reference only if the customer has given prior consent.

(2) Publications about joint projects, pilot projects, technical results, metrics, images, process data, or other customer-specific information require the customer's prior consent.

(3) Statutory publication rights and the use of general, non-customer-specific experience and methods remain unaffected.

§24 Changes to the Terms and Conditions

(1) KnowFab is entitled to amend these Terms and Conditions with effect for future contracts.

(2) For existing contractual relationships, changes apply only if they are agreed between the parties or if the customer does not object to the change within a reasonable period after corresponding notification and KnowFab has expressly informed the customer of the significance of its silence.

(3) Material contractual obligations, prices, terms, or service contents are not changed unilaterally by changes to these Terms and Conditions.

§25 Place of Jurisdiction and Applicable Law

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with contracts between KnowFab and the customer is Leipzig, provided the customer is a merchant, a legal entity under public law, or a special fund under public law.

(3) KnowFab is also entitled to sue the customer at its general place of jurisdiction.

§26 Final Provisions

(1) Should individual provisions of these Terms and Conditions be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected.

(2) The statutory provisions apply in place of the invalid or unenforceable provision.

(3) Changes and amendments to the contract require text form unless a stricter form is prescribed by law.

(4) The contract language is German unless expressly agreed otherwise.