General Terms and Conditions of Service (GTC)

1. These General Terms and Conditions of Service (hereinafter referred to as “GTC”) define the rules for the provision of services by Minerva Technology Sp. z o.o. with its registered office in Poznań, ul. Szelągowska 24, 61-626 Poznań, a company registered in the Register of Entrepreneurs maintained by the District Court of Poznań Nowe Miasto i Wilda, 8th Commercial Division of the National Court Register under number 1149370, NIP: 7831909426, share capital: PLN 5,000.00 (hereinafter referred to as the “Service Provider” or “Minerva”), for the benefit of Customers via the Platform. 2. The Customer is obliged to read the GTC before commencing use of the Services. Commencing use of the Platform and the Services is equivalent to acceptance of these GTC. 3. The GTC constitute an integral part of every Agreement concluded between the Service Provider and the Customer, unless the Agreement expressly provides otherwise. 4. The Service Provider provides Services exclusively to entities conducting business activities (B2B). The Platform is not intended for consumers within the meaning of Article 22¹ of the Polish Civil Code. 5. All commercial information posted on the Platform, including descriptions of Services, technical specifications, and price lists, do not constitute an offer within the meaning of Article 66 of the Polish Civil Code, but constitute an invitation to conclude an agreement within the meaning of Article 71 of the Polish Civil Code.

1. AI System (Artificial Intelligence System) — an IT system used within the Platform, designed by a separate system provider to operate based on machine learning algorithms, formal logic, or other methods, capable of processing input data, analyzing available information, monitoring (tracking) its changes, generating content, including formulating assessments or recommendations or undertaking other actions carried out by the Customer — for the purpose of performing a specific task without direct, each-time human intervention — however requiring conscious reception of the results of this system’s work, their verification, and correction by the Customer — including manually or with further use of the AI System. 2. Customer (Service Recipient) — a natural person, legal entity, or organizational unit without legal personality to which the law grants legal capacity, conducting business activities, who has concluded an Agreement with the Service Provider or intends to conclude such an Agreement. 3. Account (User Account) — an individual administrative and functional panel within the Platform, made available to the User after their registration or activation by the Customer or Administrator, identified by a unique login and password. The Account enables the User to access the Electronic Services in accordance with the scope of their permissions (Administrator or Regular User) and the provisions of the Agreement. 4. Customer Account — a set of resources assigned to the Customer within the Platform, constituting a logically separated system space. The Customer Account includes, in particular, the Customer’s registration and billing data, configuration and parameters of selected Electronic Services, and a register of all activities and data entered by authorized Users associated with that Customer. 5. Customer Materials — a set of digital resources stored within the Platform, comprising all data, information, files, documents, and content entered or uploaded by the Customer or Users to the Platform, as well as all results, reports, and content generated through the use of Electronic Services by Users (including the results of the AI System’s operation). 6. Platform (IT System) — an ICT system administered by the Service Provider, available at the internet address www.useminerva.com, constituting a set of interrelated tools, applications, interfaces, search engines, and databases through which Services are provided to the Customer, including Services utilizing the AI System. 7. Agreement — an agreement for the provision of Electronic Services concluded between the Service Provider and the Customer, of which these GTC and any appendices and annexes form an integral part. 8. Electronic Services — services provided electronically by the Service Provider to the Customer via the Platform, including in particular the provision of AI System functionalities, data processing, content and report generation, and other services specified in the Agreement. 9. User — a natural person authorized by the Customer to use the Platform within a User Account, being an employee, collaborator, or other person acting on behalf of the Customer. 10. Administrator — a User designated by the Customer, holding extended permissions in managing the Customer Account, including the ability to add and remove Users, assign permissions, and configure Electronic Services. 11. Business Day — every day from Monday to Friday, excluding public holidays in the Republic of Poland. 12. Force Majeure — an external event, independent of the Parties, impossible to foresee and prevent, in particular: natural disasters, wars, strikes, failures of telecommunications infrastructure caused by the actions of third parties, decisions of public authorities.

1. In order to properly use the Platform, the following technical requirements must be met: a) an end device (computer, tablet, or smartphone) with Internet access, b) an up-to-date web browser (Google Chrome, Mozilla Firefox, Microsoft Edge, Safari) in the latest or previous stable version, c) enabled JavaScript and cookies support, d) an active email account. 2. The Service Provider shall not be liable for technical problems resulting from the Customer’s or User’s failure to meet the technical requirements specified in paragraph 1. 3. Access to the Platform requires the creation of a Customer Account. The registration process includes: a) completing the registration form with the required identification and contact data, b) acceptance of the GTC and the Privacy Policy, c) verification of the email address by clicking the activation link. 4. The Customer shall designate at least one Administrator who is responsible for managing the Customer Account, including: a) adding and removing Users, b) assigning and revoking access permissions, c) configuring the parameters of Electronic Services available under the Agreement. 5. The Customer bears full responsibility for the actions and omissions of its Users within the Platform, including their compliance with the GTC. 6. The Customer and each User are obliged to maintain the confidentiality of access data (login, password) and not share them with third parties. In case of suspected unauthorized access to the Account, the Customer or User is obliged to immediately notify the Service Provider. 7. The Service Provider reserves the right to temporarily suspend access to the Platform for maintenance, updates, or fault repair, of which it will inform the Customer with appropriate advance notice, unless the suspension results from urgent causes.

1. The Service Provider provides the Customer with Electronic Services via the Platform within the scope specified in the Agreement, including in particular: a) providing AI System functionalities for data analysis, content generation, and support of the Customer’s business processes, b) storing and processing Customer Materials within the Platform, c) generating reports, analyses, and recommendations based on data entered by Users, d) providing tools for managing processes and documentation. 2. The detailed scope of Electronic Services, including available functionalities, usage limits, and quality parameters, is defined by the Agreement and the tariff plan selected by the Customer. 3. The Service Provider reserves the right to introduce changes, improvements, and updates to the Platform and Electronic Services, provided that they do not lead to a material limitation of the functionalities covered by the Agreement. 4. The Customer undertakes to use the Platform and Electronic Services exclusively for purposes consistent with the law, these GTC, and the Agreement, and in particular: a) not to introduce unlawful, offensive content or content infringing the rights of third parties to the Platform, b) not to take actions that may disrupt the proper functioning of the Platform, c) not to use the Services in a manner that excessively burdens the Service Provider’s technical infrastructure, d) not to use the Services for purposes inconsistent with their intended use. 5. The Service Provider has the right to immediately suspend the provision of Services in the event of a breach by the Customer or User of the provisions of paragraph 4, after prior request to cease the violations, unless the nature of the violation justifies immediate action. 6. Results generated by the AI System are of an auxiliary and informational nature. The Customer is responsible for verifying and final acceptance of all content generated by the AI System before its use in business activities.

1. General Specification of the AI System 1.1. The AI System available within the Platform is a tool supporting the Customer’s business processes, utilizing artificial intelligence technologies, including large language models (LLM), machine learning algorithms, and natural language processing (NLP) techniques. 1.2. The AI System operates based on models provided by external AI technology providers with whom the Service Provider maintains appropriate contractual relationships ensuring data security. 1.3. The AI System does not make autonomous decisions on behalf of the Customer. All results, recommendations, and content generated by the AI System require conscious verification and acceptance by the Customer or User. 2. Selection and configuration of the AI System 2.1. The Service Provider selects the AI System configuration appropriate to the Customer’s needs, taking into account: a) the Customer’s industry and specifics of operations, b) the declared scope of Service use, c) requirements regarding the quality and accuracy of results, d) the selected tariff plan and associated parameters. 2.2. The Customer acknowledges that the effectiveness of the AI System depends on the quality, completeness, and correctness of input data provided by the Customer or Users. 3. Limitations of the AI System 3.1. The Service Provider informs that the AI System: a) may generate inaccurate, incomplete, or outdated results (so-called hallucinations), b) does not guarantee one hundred percent accuracy or repeatability of results, c) does not replace professional legal, financial, medical, or other specialized advice, d) is subject to limitations arising from training data and model architecture. 3.2. The Customer is obliged to critically evaluate the AI System’s results and bears full responsibility for decisions made based on them.

1. The Platform, its source code, graphical interface, documentation, algorithms, know-how, and all other elements constituting the Platform are the intellectual property of the Service Provider or entities from which the Service Provider has obtained appropriate licenses, and are protected by copyright and industrial property law. 2. Conclusion of the Agreement does not transfer to the Customer any intellectual property rights to the Platform or the AI System. The Customer obtains only the right to use the Platform within the scope defined by the Agreement and GTC (non-exclusive, non-transferable license, limited in time to the duration of the Agreement). 3. Customer Materials entered into the Platform remain the property of the Customer. The Service Provider does not acquire any rights to Customer Materials, except for the limited right to process them to the extent necessary for the provision of Services. 4. The Customer grants the Service Provider a non-exclusive, royalty-free license to process Customer Materials solely for the purpose and to the extent necessary for the provision of Electronic Services under the Agreement. This license expires upon termination of the Agreement. 5. The Customer represents and warrants that it possesses all necessary rights, licenses, and consents to enter Customer Materials into the Platform and that their use within the Services does not infringe the rights of third parties. 6. The Service Provider does not use Customer Materials to train, improve, or develop its own AI models or those of third parties, unless the Customer provides separate written consent. 7. Content generated by the AI System based on Customer Materials (output) constitutes part of the Customer Materials. The Service Provider does not claim any rights to the results of the AI System’s work performed at the Customer’s request.

1. The Service Provider exercises due diligence to ensure proper functioning of the Platform and high quality of Electronic Services. 2. The Service Provider shall be liable for non-performance or improper performance of Electronic Services only to the extent of actual damage suffered (damnum emergens), excluding lost profits (lucrum cessans), unless the damage was caused intentionally. 3. The total compensatory liability of the Service Provider under the Agreement in a given calendar year is limited to an amount equal to the sum of fees paid by the Customer to the Service Provider in the 12 months preceding the event constituting the basis for the claim. 4. The Service Provider shall not be liable for: a) damage resulting from the use of AI System results without their proper verification by the Customer, b) damage caused by Force Majeure, c) damage resulting from breach of the GTC or Agreement by the Customer or Users, d) interruptions in the Platform’s operation caused by failures in telecommunications infrastructure independent of the Service Provider, e) content entered by the Customer or Users into the Platform, f) business decisions made by the Customer based on the AI System’s results. 5. The Customer bears full responsibility for: a) the truthfulness, completeness, and legality of Customer Materials, b) the manner of using the AI System’s results in its activities, c) the actions and omissions of Users within the Platform, d) securing access data to the Account. 6. Neither Party shall be liable for non-performance or delay in the performance of obligations if it is caused by Force Majeure. The Party invoking Force Majeure is obliged to immediately notify the other Party of its occurrence and anticipated duration.

1. The Service Provider guarantees Platform availability at a level of no less than 99.5% on a calendar month basis (hereinafter referred to as the “SLA”), excluding: a) planned maintenance breaks, of which the Customer will be informed at least 48 hours in advance, b) interruptions resulting from Force Majeure, c) interruptions caused by failures of third-party infrastructure (cloud providers, telecommunications operators). 2. Platform availability is measured as the ratio of time during which the Platform was accessible and functional to the total time in a given calendar month, after deducting planned maintenance breaks. 3. In the event of failure to maintain the guaranteed SLA level in a given month, the Customer is entitled to compensation in the form of an extension of the Service provision period: a) availability below 99.5% but above 99.0% — extension by 3 Business Days, b) availability below 99.0% but above 95.0% — extension by 7 Business Days, c) availability below 95.0% — extension by 14 Business Days. 4. Technical support is provided by the Service Provider on Business Days from 9:00 AM to 5:00 PM (CET/CEST) via: a) a ticket system available on the Platform, b) email at: support@useminerva.com. 5. The Service Provider commits to providing the first response to a ticket within the following timeframes: a) critical tickets (no access to the Platform) — within 4 business hours, b) urgent tickets (significant functionality limitation) — within 8 business hours, c) standard tickets — within 2 Business Days. 6. Technical support does not cover: a) training on Platform operation (unless the Agreement provides otherwise), b) customizing the Platform to individual Customer requirements beyond standard functionality, c) problems resulting from failure to meet technical requirements on the Customer’s side.

1. For the use of Electronic Services, the Customer pays fees in accordance with the price list in effect on the date of conclusion of the Agreement or in accordance with individual terms specified in the Agreement. 2. Fees are charged in monthly or annual billing cycles, in accordance with the tariff plan selected by the Customer. The fee for a given billing period is payable in advance. 3. The Service Provider issues VAT invoices in electronic form. The Customer consents to receiving invoices in electronic form to the email address provided during registration. 4. The payment term is 14 days from the date of invoice issuance, unless the Agreement provides otherwise. 5. In the event of payment delay, the Service Provider is entitled to: a) charge statutory interest for delay in commercial transactions, b) send a payment demand, c) suspend the provision of Services after the unsuccessful expiry of an additional 7-day period set in the payment demand, d) terminate the Agreement in the manner specified in § 11. 6. The Service Provider reserves the right to change the price list. The Service Provider will inform the Customer of a planned price list change at least 30 days in advance. The price list change does not apply to the current paid billing period. 7. A Customer who does not accept the new price list has the right to terminate the Agreement with effect at the end of the current billing period, by submitting a statement within 14 days of receiving information about the price list change. 8. All prices listed on the Platform and in price lists are net prices, and VAT at the rate applicable on the date of invoice issuance will be added to them.

1. Implementation of Electronic Services includes the process of configuration, launch, and provision of the Platform to the Customer in accordance with the terms of the Agreement. 2. The implementation process includes the following stages: a) analysis of the Customer’s needs and determination of the scope of Services, b) configuration of the Customer Account and Service parameters, c) import of initial data (if applicable), d) training of the Administrator and key Users (if covered by the Agreement), e) production launch. 3. The Service Provider shall exercise due diligence to ensure that the implementation is completed within the timeframe agreed in the Agreement. The implementation deadline may be extended in the event of: a) delays on the Customer’s side in providing required data or materials, b) changes to the implementation scope requested by the Customer, c) occurrence of Force Majeure. 4. The Customer undertakes to actively cooperate with the Service Provider in the implementation process, in particular to provide required information, data, and materials in a timely manner. 5. Upon completion of the implementation, the Service Provider will provide the Customer with confirmation that the Services are ready for use. From that moment, the billing period begins, unless the Agreement provides otherwise. 6. Within 14 days of the production launch, the Customer has the right to report comments regarding the compliance of the implementation with the agreed scope. The Service Provider commits to resolving identified non-conformities within 7 Business Days.

1. The Agreement is concluded for a definite or indefinite period, in accordance with the provisions adopted by the Parties. 2. An Agreement concluded for a definite period is automatically extended for the next analogous period, unless either Party submits a statement of non-renewal no later than 30 days before the expiry of the current period. 3. Either Party may terminate an Agreement concluded for an indefinite period with 30 days’ notice, effective at the end of the calendar month. 4. The Service Provider has the right to terminate the Agreement with immediate effect in the event of: a) material breach of the GTC or Agreement by the Customer, after an unsuccessful request to remedy the breach within 7 days, b) Customer’s payment delay exceeding 30 days, despite a prior payment demand, c) use of the Platform for purposes inconsistent with the law, d) actions by the Customer or Users threatening the security of the Platform or other customers’ data. 5. The Customer has the right to terminate the Agreement with immediate effect in the event of: a) the Service Provider’s failure to maintain the guaranteed SLA level for three consecutive months, b) material breach of the GTC by the Service Provider, after an unsuccessful request to remedy the breach within 14 days. 6. In the event of termination of the Agreement, regardless of the reason: a) the Service Provider will enable the Customer to download Customer Materials within 30 days of the date of Agreement termination, b) after the expiry of the period specified in point a), the Service Provider will delete Customer Materials from the Platform, c) the Customer is obliged to settle all outstanding payments. 7. Termination of the Agreement does not release the Parties from obligations arising from § 6 (intellectual property rights), § 7 (liability), § 12 (confidentiality), and § 13 (prohibition of reverse engineering), which remain in force after termination of the Agreement.

1. The Parties undertake to maintain the confidentiality of all information obtained in connection with the conclusion and performance of the Agreement that constitutes the trade secret of the other Party or has been marked as confidential (hereinafter referred to as “Confidential Information”). 2. The confidentiality obligation covers in particular: a) commercial terms of the Agreement, b) technical and organizational data concerning the Platform, c) Customer Materials, d) know-how and technological solutions of the Service Provider, e) personal data processed in connection with the Agreement. 3. The confidentiality obligation does not apply to information that: a) is or has become publicly available without breach of the obligation by either Party, b) was known to the Party before its receipt from the other Party, c) was obtained from a third party without breach of the confidentiality obligation, d) must be disclosed under applicable law or a final court order. 4. The Service Provider applies appropriate technical and organizational measures to protect Customer Materials and data processed within the Platform, including: a) encryption of data in transit (TLS/SSL) and at rest (AES-256), b) access control and multi-factor authentication mechanisms, c) regular backup creation, d) security monitoring and intrusion detection systems, e) incident response procedures. 5. The confidentiality obligation applies throughout the duration of the Agreement and for a period of 3 years after its termination. 6. In the event of a breach of the confidentiality obligation, the breaching Party is obliged to repair the damage suffered by the other Party on general principles.

1. The Customer and Users undertake not to take any actions aimed at: a) decompilation, disassembly, reverse engineering, or any other attempt to reconstruct the source code of the Platform or AI System, b) circumventing, disabling, or disrupting the Platform’s security mechanisms, c) extracting or copying algorithms, models, weights, or parameters of the AI System, d) creating competing products or services based on the analysis of the Platform’s operation, e) automated data extraction (scraping) from the Platform in a manner exceeding normal use of the Services, f) testing the Platform’s security without prior written consent of the Service Provider. 2. The Customer is not entitled to: a) sublicense, resell, or make the Services available to third parties, b) use the Services on behalf of or for the benefit of entities not covered by the Agreement, c) remove, obscure, or modify markings concerning copyrights, trademarks, or other proprietary markings on the Platform. 3. Violation of the provisions of this paragraph constitutes a material breach of the Agreement entitling the Service Provider to immediately terminate the Agreement and to seek damages on general principles. 4. The Customer bears responsibility for violations of this paragraph committed by its Users as if they were its own actions.

1. The Service Provider reserves the right to amend these GTC. The Service Provider will inform the Customer of a planned amendment at least 14 days in advance via email or a notification on the Platform. 2. A Customer who does not accept the changes to the GTC has the right to terminate the Agreement effective on the date the changes take effect, by submitting a statement within 14 days of receiving information about the changes. Failure to submit a statement within this period is equivalent to acceptance of the new GTC. 3. In matters not regulated by these GTC, the provisions of Polish law shall apply, in particular the Civil Code and the Act on the Provision of Electronic Services. 4. All disputes arising from the Agreement or GTC, the Parties shall endeavor to resolve amicably. In the absence of agreement, disputes shall be resolved by the common court having jurisdiction over the Service Provider’s registered office. 5. If any provision of the GTC is found to be invalid or ineffective, the remaining provisions shall remain in force. The Parties undertake to replace the invalid provision with a valid provision that most closely reflects the economic purpose of the invalid provision. 6. All notices and statements made in connection with the Agreement require written or electronic form (email) under pain of ineffectiveness, unless the GTC or Agreement provide otherwise. 7. Transfer of rights and obligations arising from the Agreement to a third party requires the prior written consent of the other Party. 8. These GTC enter into force on January 1, 2025.