1. Scope and Applicability

These General Terms and Conditions (the "Terms") govern all engagements, projects, and services provided by SINGULARITY.INC (the "Company," "we," "us," or "our") to the client identified in the applicable statement of work, project order, or engagement letter (the "Client"). These Terms apply to all categories of services offered by the Company or its affiliates, including AI Solutions, Consulting Services, and Organizational Development & Change Management Services (each, a "Service" and collectively, the "Services"). Any deviations from these Terms shall only be effective if agreed upon in writing by both parties.

Each individual engagement shall be governed by a statement of work, project order, or similar document (each, a "Statement of Work" or "SOW") executed by both parties, which shall reference and incorporate these Terms. In the event of any conflict between a Statement of Work and these Terms, the Statement of Work shall prevail to the extent of the inconsistency.

2. Definitions

"AI Solutions" means proof-of-concept projects, rapid prototyping engagements, quick-win implementations, and other technology-oriented deliverables involving artificial intelligence, machine learning, or related technologies, as further described in the applicable Statement of Work.

"Consulting Services" means advisory, analytical, and strategy consulting services, including but not limited to market assessments, strategic roadmaps, business model evaluations, feasibility studies, and other professional advisory services, as further described in the applicable Statement of Work.

"Organizational Development & Change Management Services" (or "OD/CM Services") means services related to organizational design, transformation planning, change management frameworks, training and enablement programs, stakeholder engagement, and related support, as further described in the applicable Statement of Work.

"Deliverables" means the tangible and intangible work products, reports, models, prototypes, documentation, presentations, and other materials produced by the Company in the course of performing the Services, as identified in the applicable Statement of Work.

"Confidential Information" means all non-public information disclosed by either party to the other in connection with the Services, whether disclosed orally, in writing, electronically, or by inspection, including but not limited to business plans, data, software, trade secrets, know-how, financial information, and technical information.

3. Services

3.1 General

The Company shall perform the Services as described in the applicable Statement of Work with reasonable professional care and in accordance with generally accepted industry standards. The specific scope, timeline, Deliverables, and fees for each engagement shall be set forth in the applicable Statement of Work. The Company reserves the right to determine the methods, details, and means of performing the Services.

3.2 AI Solutions

AI Solutions are provided on an "as-is" basis and are intended primarily as proof-of-concept or quick-win engagements. Unless otherwise expressly agreed in the applicable Statement of Work, AI Solutions are not warranted for production use, and the Company makes no representations regarding the accuracy, reliability, completeness, or fitness for a particular purpose of any AI-generated outputs, models, or algorithms delivered as part of such engagements. The Client acknowledges that AI Solutions may involve experimental or emerging technologies and that results may vary based on data quality, availability, and other factors outside the Company's control.

3.3 Consulting Services

Consulting Services, including strategy consulting, are advisory in nature. All recommendations, analyses, and strategic guidance provided by the Company represent the Company's professional judgment based on the information available at the time of the engagement. The Client retains sole responsibility for all business decisions made on the basis of such advice. The Company does not guarantee any particular business outcome or result arising from the Client's implementation of any recommendation.

3.4 Organizational Development & Change Management Services

OD/CM Services are collaborative in nature and depend upon the active participation and cooperation of the Client's personnel and leadership. The Company shall provide frameworks, methodologies, training, and advisory support as described in the applicable Statement of Work, but the Client acknowledges that the success of organizational development and change management initiatives is inherently dependent on factors within the Client's control, including employee engagement, leadership commitment, and organizational culture.

4. Client Obligations

The Client shall provide the Company with timely access to all information, data, systems, personnel, and facilities reasonably necessary for the Company to perform the Services. The Client shall designate a primary point of contact who shall have the authority to make decisions on behalf of the Client with respect to each engagement. The Client shall review and provide feedback on Deliverables within the timeframes specified in the applicable Statement of Work, or, if no timeframe is specified, within ten (10) business days of receipt. Failure by the Client to fulfill its obligations under this Section may result in delays to the project timeline, and the Company shall not be liable for any such delays.

5. Fees and Payment

5.1 Fees

The Client shall pay the Company the fees set forth in the applicable Statement of Work. Fees may be structured on a fixed-fee, time-and-materials, retainer, or other basis as specified therein. Unless otherwise agreed in writing, all fees are quoted exclusive of applicable taxes, duties, and similar governmental charges, which shall be borne by the Client.

5.2 Invoicing and Payment Terms

The Company shall invoice the Client in accordance with the schedule set forth in the applicable Statement of Work, or, if no schedule is specified, on a monthly basis for Services rendered. Payment shall be due within thirty (30) days of the date of invoice. Late payments shall accrue interest at the statutory rate applicable to business-to-business transactions under Austrian law (currently 9.2 percentage points above the base interest rate of the Austrian National Bank pursuant to § 456 of the Austrian Commercial Code (UGB)), calculated from the due date until the date of actual payment.

5.3 Expenses

Unless otherwise specified in the applicable Statement of Work, the Client shall reimburse the Company for all reasonable out-of-pocket expenses incurred in connection with the performance of the Services, including travel, accommodation, and materials, provided that expenses exceeding an amount specified in the Statement of Work shall require the Client's prior written approval.

6. Intellectual Property

6.1 Company IP

The Company retains all right, title, and interest in and to its pre-existing intellectual property, proprietary methodologies, frameworks, tools, templates, software, know-how, and general expertise (collectively, "Company IP"), including any enhancements or modifications thereto developed during the course of an engagement. Nothing in these Terms or any Statement of Work shall be construed as transferring ownership of Company IP to the Client.

6.2 Deliverables

Upon full payment of all fees due under the applicable Statement of Work, the Company grants the Client a non-exclusive, non-transferable, royalty-free license to use the Deliverables for the Client's internal business purposes. Ownership of the Deliverables shall be as specified in the applicable Statement of Work. In the absence of such specification, ownership of the Deliverables shall remain with the Company, and the Client shall receive only the license described in this Section.

6.3 Client Data

The Client retains all right, title, and interest in and to its data, materials, and information provided to the Company in connection with the Services (the "Client Data"). The Client grants the Company a limited, non-exclusive license to use the Client Data solely for the purpose of performing the Services during the term of the applicable engagement.

7. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except to its employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein. The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law or regulation, provided that the receiving party gives the disclosing party prompt written notice of such requirement to the extent permitted by law. The obligations under this Section shall survive for a period of three (3) years following the termination or expiration of the applicable engagement.

8. Service Levels

Unless expressly specified in the applicable Statement of Work, the Company does not commit to any specific service levels, response times, uptime guarantees, or performance benchmarks. Where service levels are specified in a Statement of Work, such service levels shall constitute the sole and exclusive remedy for any failure by the Company to meet the applicable performance standards, and the Client's remedies for any such failure shall be limited to service credits or other remedies expressly set forth therein. The Company shall use commercially reasonable efforts to perform the Services in a timely and professional manner but does not guarantee uninterrupted or error-free performance.

9. Limitation of Liability

9.1 Limitation of Liability — General

The Company shall be liable to the Client only for damages caused by intent ( Vorsatz ) or gross negligence ( grobe Fahrlässigkeit ). Liability for slight negligence ( leichte Fahrlässigkeit ) is excluded to the maximum extent permitted by applicable law. This exclusion of liability for slight negligence shall apply regardless of the legal basis of the claim, including claims arising under contract, tort (including negligence), or any other theory of liability.

9.2 Exclusion of Consequential and Indirect Damages

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, or consequential damages, including but not limited to damages for loss of profits, goodwill, data, business opportunities, or anticipated savings, arising out of or in connection with these Terms or any Statement of Work, except where such damages result from intent or gross negligence.

9.3 Cap on Liability

Without prejudice to mandatory statutory liability (including liability for intent), the Company's total aggregate liability arising out of or in connection with any engagement under these Terms, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to the Company under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to the claim. This limitation shall apply to all claims in the aggregate and shall not be cumulative.

9.4 AI Solutions — Additional Limitations

With respect to AI Solutions, the Client acknowledges and agrees that (a) AI-generated outputs may contain errors, inaccuracies, or biases, (b) the Company shall not be liable for any decisions made or actions taken by the Client in reliance on AI-generated outputs, except in cases of intent or gross negligence by the Company, and (c) the Client assumes all risk associated with the use, deployment, or integration of any AI Solution into the Client's operations or systems.

9.5 Contributory Negligence

The Client's entitlement to damages shall be reduced proportionally to the extent that the Client has contributed to the occurrence or extent of the damage, including but not limited to the Client's failure to fulfill its obligations under Section 4, the Client's failure to comply with the defect notification obligations under Section 10, or the Client's failure to take reasonable measures to mitigate damages (§ 1304 ABGB).

9.6 Limitation Period

All claims by the Client against the Company arising out of or in connection with the Services shall be subject to a limitation period of one (1) year from the date on which the Client became aware, or should reasonably have become aware, of the circumstances giving rise to the claim, unless a shorter period is specified elsewhere in these Terms. This shortened limitation period shall not apply to claims arising from intent or gross negligence, or to claims that are subject to mandatory statutory limitation periods that cannot be shortened by agreement.

10. Warranties, Defect Notification, and Disclaimers

10.1 Warranty

The Company warrants that it shall perform the Services with the diligence and professional care customary in the industry ( Sorgfalt eines ordentlichen Unternehmers ) and in accordance with generally accepted professional standards. Except for this express warranty, the Company makes no further warranties or representations regarding the Services or Deliverables.

10.2 Defect Notification ( Mängelrüge )

The Client shall inspect all Deliverables promptly upon receipt and shall notify the Company in writing of any defects or non-conformities within fourteen (14) calendar days of delivery or, in the case of hidden defects, within fourteen (14) calendar days of discovery. The notification must describe the defect in reasonable detail. Failure to provide timely notification in accordance with this Section shall constitute acceptance of the Deliverables and a waiver of any warranty claims relating to such defects, to the extent permitted by applicable law.

10.3 Remedies for Defects ( Gewährleistung )

In the event of a defect covered by the warranty under Section 10.1 and properly notified in accordance with Section 10.2, the Company shall, at its sole discretion, either (a) remedy the defect by re-performing the relevant portion of the Services or correcting the Deliverable (improvement, Verbesserung ), or (b) provide a replacement Deliverable ( Austausch ). The Client may only assert secondary warranty remedies (price reduction or rescission) if the Company has failed to remedy the defect within a reasonable period after receiving proper notification. The warranty period for the Services and Deliverables shall be six (6) months from delivery or completion, as applicable, unless a shorter period is permissible and specified in the applicable Statement of Work.

10.4 Disclaimers

The Company does not warrant that the Services or Deliverables will meet the Client's expectations or that the results of any engagement will achieve any particular business objective or outcome. In particular, with respect to AI Solutions, all implied warranties, including suitability for a specific purpose, accuracy of outputs, and freedom from errors, are excluded to the maximum extent permitted by law.

11. Indemnification

The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) the Client's use of the Deliverables or AI Solutions in a manner not contemplated by the applicable Statement of Work, (b) the Client's breach of these Terms, or (c) any third-party claim arising from the Client's use, deployment, or commercialization of any Deliverable or AI Solution provided by the Company.

12. Term and Termination

12.1 Term

These Terms shall remain in effect until terminated by either party in accordance with this Section. Each Statement of Work shall have the term specified therein.

12.2 Termination for Convenience

Either party may terminate a Statement of Work upon thirty (30) days' prior written notice to the other party. In the event of termination for convenience by the Client, the Client shall pay the Company for all Services performed and expenses incurred through the effective date of termination, plus any non-cancelable commitments made by the Company in reliance on the engagement.

12.3 Termination for Cause

Either party may terminate a Statement of Work immediately upon written notice if the other party (a) materially breaches these Terms or the applicable Statement of Work and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach, or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets.

12.4 Effect of Termination

Upon termination or expiration of any engagement, the Company shall deliver to the Client all completed Deliverables and work-in-progress to the extent paid for by the Client. Sections 6, 7, 9, 10, 11, and 13 through 17 shall survive termination or expiration of these Terms and any Statement of Work.

13. Data Protection and GDPR Compliance

13.1 General

Both parties shall comply with all applicable data protection laws and regulations, including the General Data Protection Regulation (EU) 2016/679 (the "GDPR") and the Austrian Data Protection Act ( Datenschutzgesetz , "DSG"), in connection with the processing of personal data under these Terms.

13.2 Roles of the Parties

The Client shall be the controller of personal data provided to the Company in connection with the Services within the meaning of Article 4(7) GDPR. To the extent the Company processes personal data on behalf of the Client, the Company shall act as a processor within the meaning of Article 4(8) GDPR. Where the Company processes personal data for its own purposes (e.g., billing, contract administration), the Company acts as an independent controller.

13.3 Data Processing Agreement

Where the Company acts as a processor on behalf of the Client, the parties shall enter into a data processing agreement in accordance with Article 28 GDPR prior to the commencement of any processing of personal data (the "DPA"). The DPA shall, at a minimum, specify the subject matter and duration of the processing, the nature and purpose of the processing, the type of personal data processed, the categories of data subjects, and the obligations and rights of the controller. Until a separate DPA is executed, the following minimum provisions shall apply to any processing of personal data by the Company on behalf of the Client.

13.4 Obligations of the Company as Processor

Where acting as a processor, the Company shall (a) process personal data only on documented instructions from the Client, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Union or Member State law to which the Company is subject, in which case the Company shall inform the Client of that legal requirement before processing unless that law prohibits such information on important grounds of public interest; (b) ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (c) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 GDPR; (d) not engage another processor (sub-processor) without prior specific or general written authorization of the Client, and in the case of general written authorization, inform the Client of any intended changes concerning the addition or replacement of sub-processors, thereby giving the Client the opportunity to object to such changes; (e) taking into account the nature of the processing, assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Client's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR; (f) assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR, taking into account the nature of processing and the information available to the Company; (g) at the choice of the Client, delete or return all the personal data to the Client after the end of the provision of Services relating to processing, and delete existing copies unless Union or Member State law requires storage of the personal data; and (h) make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.

13.5 Sub-Processors

The Client grants the Company general written authorization to engage sub-processors for the performance of the Services. The Company shall maintain a current list of sub-processors and make it available to the Client upon request. The Company shall inform the Client in writing of any intended changes to the list of sub-processors at least fourteen (14) calendar days in advance, thereby giving the Client the opportunity to object to such changes. If the Client objects on reasonable grounds relating to data protection, the parties shall discuss the matter in good faith. If no resolution can be reached, the Client may terminate the affected Statement of Work. The Company shall impose on any sub-processor the same data protection obligations as set out in these Terms by way of a contract or other legal act under Union or Member State law.

13.6 International Data Transfers

The Company shall not transfer personal data to a third country or international organization unless appropriate safeguards are in place in accordance with Chapter V GDPR, including but not limited to Standard Contractual Clauses adopted by the European Commission, an adequacy decision, or binding corporate rules.

13.7 Data Breach Notification

The Company shall notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on behalf of the Client. Such notification shall include, to the extent available, (a) a description of the nature of the personal data breach, including the categories and approximate number of data subjects and personal data records concerned, (b) the likely consequences of the breach, and (c) the measures taken or proposed to be taken to address the breach and mitigate its possible adverse effects.

13.8 Client Obligations

The Client warrants that it has established a lawful basis for the processing of personal data in accordance with Articles 6 and, where applicable, 9 GDPR before providing any personal data to the Company. The Client shall ensure that all necessary consents, authorizations, and data protection impact assessments have been obtained or carried out as required by applicable law. The Client shall inform the Company promptly of any data subject requests, supervisory authority inquiries, or other data protection matters that may affect the Company's processing activities.

13.9 Liability for Data Protection Breaches

The Company's liability for damages arising from breaches of data protection obligations under this Section 13 shall be subject to the limitations set forth in Section 9, to the extent permitted by applicable law and the GDPR. The Client shall indemnify the Company against any fines, claims, or costs imposed on the Company by a supervisory authority or third party to the extent arising from the Client's breach of its obligations under this Section 13 or applicable data protection law.

14. Non-Solicitation

During the term of any engagement and for a period of twelve (12) months following its termination or expiration, neither party shall, without the prior written consent of the other party, directly or indirectly solicit or hire any employee or contractor of the other party who was involved in the performance of the Services. This restriction shall not apply to general solicitations of employment not specifically directed at the other party's personnel.

15. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms or any Statement of Work to the extent that such delay or failure is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, labor disputes, power failures, or disruptions to internet or telecommunications infrastructure. The affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of the force majeure event.

16. Compliance with the EU Artificial Intelligence Act

To the extent that any AI Solution falls within the scope of Regulation (EU) 2024/1689 (the "EU AI Act"), the respective obligations of the parties shall be allocated in accordance with the applicable Statement of Work. The Client acknowledges that, as the deployer of any AI Solution, the Client may bear obligations under the EU AI Act, including but not limited to transparency obligations, human oversight requirements, and conformity-related responsibilities. The Company shall, upon request and to the extent commercially reasonable, provide the Client with documentation and information necessary to enable the Client to fulfill its obligations under the EU AI Act. However, the Company does not warrant or represent that any AI Solution complies with the EU AI Act unless expressly stated in the applicable Statement of Work.

17. General Provisions

17.1 Governing Law and Dispute Resolution

These Terms and any Statement of Work shall be governed by and construed in accordance with the substantive laws of the Republic of Austria, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict of laws rules that would lead to the application of another jurisdiction's laws. Any dispute arising out of or in connection with these Terms shall be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the competent court in Korneuburg, Lower Austria.

17.2 Entire Agreement

These Terms, together with the applicable Statement of Work and any annexes or exhibits thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

17.3 Amendment

No amendment or modification of these Terms shall be effective unless made in writing and signed by authorized representatives of both parties.

17.4 Assignment

Neither party may assign or transfer its rights or obligations under these Terms or any Statement of Work without the prior written consent of the other party, except that the Company may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

17.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.6 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or of the right to enforce it at a later time.

17.7 Notices

All notices under these Terms shall be in writing and delivered by email with confirmation of receipt, or by registered mail, to the addresses specified in the applicable Statement of Work.

17.8 Independent Contractor

The Company is an independent contractor, and nothing in these Terms shall be construed as creating an employment, agency, partnership, or joint venture relationship between the parties. The Company's personnel shall not be entitled to any benefits provided by the Client to its employees.