GENERAL TERMS AND CONDITIONS

March 2026

1. SCOPE OF APPLICATION

1. These General Terms and Conditions ("GTC") apply to all services provided by Trever GmbH ("Trever") to business customers, unless a separate master service agreement, framework agreement or other individually negotiated written agreement has been concluded between the parties.

2. These GTC form an integral part of any offer or quote issued by Trever for one-off or project-based services and apply exclusively. Any deviating, conflicting or additional terms and conditions of the customer shall not apply unless expressly agreed in writing by Trever.

3. In case of any conflict between these GTC and an offer, quote or service description, the terms of the offer, quote or service description shall prevail.

4. For the purposes of these GTC, the "Customer" is any legal entity or natural person acting in a business capacity that engages Trever to provide services and/or the temporary or permanent granting of rights to use software, environments, workspaces or other technical solutions, including but not limited to development services, consulting, workshops, training, testing or evaluation services.

2. SUBJECT MATTER OF THE AGREEMENT

1. The subject matter of the contractual relationship between Trever and the Customer is the provision of the services and/or the granting of rights of use as explicitly described in the respective offer, quote or service description issued by Trever and accepted by the Customer.

2. The scope of services is limited to what has been expressly agreed in writing. Any services, functionalities, support, maintenance or other obligations not explicitly agreed are not owed by Trever.

3. The development of individual software, customizations, modifications of standard software or additional services are not included unless expressly agreed in writing between the parties.

3. COOPERATION DUTIES

1. The Customer shall provide all cooperation reasonably required to enable Trever to perform the agreed services. The Customer shall timely provide all information, data, content, documents, access and approvals necessary for the proper performance of the services.

2. The Customer is solely responsible for the accuracy, completeness and legality of any information, data or materials provided to Trever. Trever shall not be obliged to verify such information, data or materials.

3. Any delays, additional efforts or additional costs caused by incomplete, incorrect or delayed cooperation by the Customer shall be borne by the Customer. Agreed deadlines shall be reasonably extended accordingly.

4. The Customer shall ensure that the use of the services, software or deliverables provided by Trever complies with applicable laws and does not infringe any third-party rights.

5. Access credentials provided to the Customer shall be kept confidential and protected against unauthorized access.

4. RIGHTS OF USE

1. All intellectual property rights in and to the software, Services, Deliverables, related documentation and underlying know-how, methods and tools remain the sole property of Trever. Unless expressly agreed otherwise in writing, this also applies to any developments, modifications, customisations or other work results created in connection with the services.

2. No rights other than those explicitly granted under this Agreement are transferred to the Customer.

3. To the extent Trever grants the Customer any rights of use in software, deliverables or other work results, such rights shall be non-exclusive, non-transferable, non-sublicensable and limited to the agreed purpose and duration of the respective agreement.

4. The Customer shall not lease, license, sublicense or otherwise make available any software, deliverables or other materials provided by Trever to any third party, unless expressly agreed in writing.

5. Any use exceeding the agreed scope shall require Trever’s prior written consent.

5. PERFORMANCE OF SERVICES AND SUBCONTRACTING

1. Trever shall be entitled, at its own discretion, to perform the agreed services itself or to engage qualified third parties or subcontractors for the performance of all or parts of the services. Trever shall remain responsible for the proper performance of the services in accordance with the applicable agreement.

2. Unless expressly agreed otherwise in writing, the Customer acknowledges that the use of third-party services, tools, infrastructure or components may be required for the provision of the services. Any contractual relationships with third parties that extend beyond the term or scope of Trever’s services shall be the sole responsibility of the Customer.

6. ACCEPTANCE OF SERVICES

Unless otherwise agreed in writing, the following acceptance provisions shall apply:

1. The services shall be deemed accepted upon delivery or completion, unless the Customer notifies Trever in writing of material defects without undue delay, but in any case no later than fourteen (14) days after delivery or completion. Any notice of defects shall describe the defects in sufficient detail to enable Trever to assess the issue.

2. Minor defects that do not materially impair the agreed use of the services shall not prevent acceptance.

3. The use of the services, deliverables or work results by the Customer shall in any case constitute acceptance.

7. FEES AND PRICING

1. The fees for the services shall be as set out in the applicable offer, quote or service description issued by Trever and accepted by the Customer. Such fees apply exclusively to the scope of services expressly agreed therein.

2. All prices are stated in Euro (EUR) and are exclusive of value-added tax (VAT), unless a reverse charge mechanism applies. Unless expressly stated otherwise, all prices are also exclusive of any applicable duties, import taxes, levies and shipping costs, which shall be invoiced additionally, if applicable.

3. Any services, deliverables or efforts requested by the Customer that are not expressly included in the agreed scope of services shall constitute additional services and shall be subject to separate remuneration based on Trever’s applicable rates or as otherwise agreed in writing.

4. To the extent that the agreed fees include recurring or ongoing charges, such fees shall be subject to price indexation. For the purpose of calculating adjustments, the Consumer Price Index 2020 as published by Statistics Austria (or any successor index replacing it) applies. The index figure published for the month in which the contract is concluded serves as the baseline ("Base Index").

The Fees are adjusted in proportion to changes in the said index relative to the Base Index. Trever is entitled to adjust the Fees annually, effective as of 1 January of each calendar year, based on the most recently published index figure available at that time. This most recent index figure then becomes the new Base Index for the following year’s adjustment.

A delayed exercise of the right to adjust fees shall not constitute a waiver of such right. Trever may assert index-based fee adjustments retroactively for a period of up to three (3) years.

5. Unless expressly agreed otherwise, reasonable and necessary travel expenses and out-of-pocket expenses incurred by Trever in connection with the performance of the services may be invoiced separately based on actual costs or, where applicable, at the applicable statutory per diem rates. Travel time shall be considered working time.

8. PAYMENT TERMS AND DEFAULT

1. Unless expressly agreed otherwise in writing in the applicable offer, quote or service description, fees shall be invoiced in full in advance.

2. Unless expressly agreed otherwise in writing, invoices shall be issued in accordance with the applicable offer, quote or service description and shall be payable within fourteen (14) days from the invoice date without deduction.

3. Discounts, rebates and bonuses shall apply only in the event of complete and timely payment by the Customer.

4. In the event of late payment, Trever shall be entitled to charge default interest at the statutory rate applicable to business transactions under the governing law.

5. In the event of late payment, the Customer shall reimburse Trever for all reasonable costs incurred in connection with the enforcement and collection of overdue payments, including reasonable reminder fees, collection costs and legal fees, to the extent permitted by applicable law. The assertion of further rights and claims shall remain unaffected.

6. The Customer shall not be entitled to withhold payments or to set off any claims against claims of Trever unless such claims have been expressly acknowledged by Trever in writing or have been finally determined by a court of competent jurisdiction.

7. If the Customer is in default of payment, Trever shall be entitled to suspend the performance of any further services, in whole or in part, until all outstanding amounts have been paid in full. Any agreed payment obligations of the Customer shall remain unaffected by such suspension.

8. If payment by installments has been agreed upon, Trever reserves the right to demand immediate payment of the entire outstanding debt in the event that partial amounts or ancillary claims are not paid on time (loss of date).

9. If the Customer is in default of payment and fails to cure such default within a reasonable grace period set by Trever, Trever shall be entitled to declare all outstanding fees and charges under the applicable agreement immediately due and payable.

10. Trever shall be entitled to issue partial invoices for partial services or milestones. The payment terms set out in this section shall apply accordingly to such partial invoices.

11. If, after conclusion of the contract, circumstances arise which materially impair the Customer’s creditworthiness or ability to meet its payment obligations, Trever shall be entitled to demand advance payment or appropriate security and, until such payment or security is provided, to withhold further performance.

9. DELIVERY DATES AND PERFORMANCE

1. Trever shall use reasonable efforts, in accordance with industry standards, to perform the services within the agreed timelines.

2. Unless expressly agreed otherwise in writing, any delivery dates, milestones or timelines specified in an offer, quote or service description are estimates only and shall be non-binding.

3. Trever shall be entitled to reasonably postpone delivery dates and extend performance deadlines if performance is delayed due to circumstances beyond Trever’s reasonable control.

4. A delay shall not constitute a default or breach of contract unless a binding delivery date has been expressly agreed in writing.

10. CONCEPTS AND PRE-CONTRACTUAL MATERIALS

If, prior to the conclusion of a contract, the Customer requests Trever to prepare concepts, drafts, presentations, demonstrations, workshop materials or similar pre-contractual materials (“Pre-Contractual Materials”), the following shall apply.

1. All intellectual property rights, copyrights and other proprietary rights in and to the Pre-Contractual Materials shall remain exclusively with Trever, unless expressly agreed otherwise in writing.

2. The Pre-Contractual Materials are provided solely for evaluation purposes in connection with a potential contractual relationship. The Customer shall not use, reproduce, modify, disclose or make the Pre-Contractual Materials available to any third party, in whole or in part, without Trever’s prior written consent.

3. If no contract is concluded following the provision of the Pre-Contractual Materials, the Customer shall not be entitled to retain or use such materials and shall, at Trever’s request, return or permanently delete them.

4. The provision of Pre-Contractual Materials does not oblige Trever to enter into any contract or to provide any further services.

11. WARRANTY

1. Trever renders its services with reasonable care, reliability and availability. It provides all services in accordance with the respective service descriptions and the chosen service packages in the contract and, where applicable, takes reasonable measures to keep these services reasonably available.

2. The parties agree that it is not possible to develop software in a way that it is error-free for all application conditions. The parties are thus aware that, due to the particular complexity in the field of information technology, it is not possible to guarantee comprehensive certainty. When interpreting the general rules of warranties and damages, the specific difficulties and technical complexity in this area shall be considered.

3. Due to factors beyond Trever's control, such as the functionality of third-party servers, Trever cannot guarantee that the services provided will be accessible without interruption, that connections may be established at any time, or that stored data will be preserved under all circumstances. In particular, maintenance, security or capacity issues as well as events beyond Trever's control may lead to interruptions or temporary suspension of the service. In this regard, the Customer has neither the right to withdraw from the contract nor the right to claim damages.

4. Warranty for hidden defects is explicitly excluded.

5. Section 933b of the Austrian Civil Code (“Allgemein Bürgerliches Gesetzbuch“, ABGB) does not apply.

6. Defects that arise from negligent, incorrect or improper handling by the Customer or third parties are excluded from any warranties. This is especially the case for defects stemming from incorrect data provided by the Customer or from the Customer’s incorrect utilization or processing of Trever’s services.

7. In the event of a defect, Trever may choose remediation by improvement (repair) or replacement.

8. If the repair of a defect or the replacement is impossible or would cause a disproportionately high effort, these remedies can be refused by Trever. In this case, the Customer is only entitled to price reduction. In all other cases, the warranty remedies of price reduction and annulment are hereby expressly waived.

9. If Trever remedies defects outside of the warranty or provides additional services, these will be charged in accordance with the applicable offer or Trever’s valid and indexed price list, based on actual effort.

12. LIABILITY

1. Trever shall only be liable to the Customer for damages caused by Trever in case of gross negligence or intent. The Customer has the burden of proof. Any liability for slight negligence is excluded. This also applies to any Third-Party-Services.

2. Claims for injury to life, body or health as well as claims under the product liability law remain unaffected.

3. Claims for damages for the breach of material contractual obligations are limited to the typical foreseeable damage for this type of contract.

4. Liability for consequential harm caused by a defect – in particular loss of profit, costs of business interruption, loss of data or claims by third parties – is excluded.

5. To the extent permitted by applicable law, and insofar as liability is not otherwise excluded under these GTC, Trever’s total liability shall be limited in amount (“Liability Cap”) to one hundred percent (100%) of the total fees paid or payable by the Customer under the respective contract, but in any case not exceeding EUR 10,000. The Liability Cap applies to the aggregate amount of all claims arising within a single contract year, irrespective of the number of claims, legal grounds or events giving rise to liability.

6. Furthermore, Trever is not liable for temporary failures of the servers or transmission failures, data loss or the correct functioning of individual programs, especially if this is caused by a misconfiguration of the Customer or a third party.

7. Claims for damages must be asserted within six months after the Customer has become aware of the damage, but at the latest within one year after the occurrence of the (primary) damage due to the event giving rise to the claim. The burden of proof for the fault of Trever as well as the existence and the amount of the damage lies with the Customer.

8. Neither party will be in violation of the contract if the failure to perform the obligation is due to an event beyond its control (force majeure) such as war, terrorism, natural disasters, epidemics, pandemics, fire, strike, lockout, orders or requirements of governments, failure of power supply, failure of means of transport, failure of telecommunication networks or data lines. This shall release the parties from the fulfillment of their contractual obligations for the duration of the event. In the event one party is unable to fulfill its obligations it must notify the other party of these circumstances and reasons without delay. The party unable to fulfill its obligations will do everything in its power and economically justifiable to remove the hindrance immediately.

13. NOTICE OF DEFECTS

1. The Customer shall notify Trever of any defects in writing, including by e-mail, without undue delay and in any event within fourteen (14) days from the date on which Trever notifies the Customer of the completion of the services or, where applicable, from the date of delivery or first use of the respective deliverables or partial services. Any notice of defects shall specify the alleged defects in sufficient detail.

2. The existence of defects shall be proven by the Customer. The presumption of defectiveness at the time of handover (performance) pursuant to Section 924 of the Austrian Civil Code (“Allgemeines Bürgerliches Gesetzbuch”, ABGB) is expressly waived. The Customer shall in all cases bear the burden of proof that any defect already existed at the time of handover (performance).

14. INDEMNIFICATION FROM THIRD PARTY CLAIMS

1. The Customer shall indemnify and hold Trever harmless from and against all claims, damages, losses, liabilities, costs and expenses asserted by third parties, including reasonable legal fees, to the extent such claims arise from or are caused by data, content, materials, instructions or other information provided by the Customer, or from the Customer’s use of the services or deliverables in violation of applicable law or third-party rights.

2. Trever shall be entitled to take appropriate measures, including the immediate suspension or restriction of access to services, systems or storage, if there is a reasonable suspicion that data, content or materials provided or used by the Customer are unlawful or infringe third-party rights. A reasonable suspicion shall in particular exist if Trever is notified by courts or competent authorities.

15. TERMINATION

1. Either party may terminate the contract for good cause with immediate effect if the other party materially breaches its contractual obligations and fails to remedy such breach within a reasonable grace period after written notice.

2. Good cause for termination by Trever shall in particular exist if the Customer:

* is in material default of payment,
* materially breaches its cooperation obligations, or
* renders the performance of the services impossible or unreasonably delayed for reasons within the Customer’s sphere of responsibility.

3. Trever shall also be entitled to terminate the contract for good cause if the performance of the services becomes impossible or economically unreasonable due to circumstances beyond Trever’s reasonable control.

4. Upon termination for any reason, the Customer shall pay Trever the fees for all services and partial services duly rendered up to the effective date of termination. Further statutory or contractual claims of Trever shall remain unaffected.

16. CONFIDENTIALITY, ADVERTISEMENT

1. Each party shall treat as confidential all non-public information, data, documents, materials and business or technical information of the other party received in connection with the performance of the services (“Confidential Information”) and shall use such Confidential Information solely for the purposes of the contractual relationship.

2. The receiving party shall protect the Confidential Information with the same degree of care it applies to its own confidential information, but at least with reasonable care, and shall ensure that its employees and any third parties involved in the performance of the services are bound by confidentiality obligations no less protective than those set out herein.

3. Confidentiality obligations shall not apply to information which is (i) publicly known without breach of this obligation, (ii) lawfully disclosed to the receiving party by a third party without confidentiality obligation, or (iii) required to be disclosed by law, court order or regulatory authority.

4. Trever is entitled to reference, link and publish its services for the Customer by naming the Customer and using the Customer's logo for advertising purposes.

17. FINAL PROVISIONS

1. If any provision of these GTC or any contract concluded between the parties is held to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the invalid provision shall be deemed severed. The validity and enforceability of the remaining provisions shall not be affected.

2. Trever does not provide any services that qualify as virtual currency services, crypto-asset services or similar regulated services under applicable law. Trever does not provide legal, regulatory or compliance advice. The Customer remains solely responsible for assessing and complying with all applicable regulatory requirements.

3. These GTC and all contractual relationships between the Customer and Trever shall be governed by the laws of Austria, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

4. For all disputes arising out of or in connection with these GTC and all contracts concluded thereunder, including disputes regarding their conclusion, validity, performance or termination, the exclusive jurisdiction of the courts competent in Graz, Austria, is agreed.

5. Unless expressly agreed otherwise in writing, the place of performance for all services provided by Trever shall be Trever’s registered office in Graz, Austria.

6. The language of this Agreement is English. Any translations are for convenience only and shall have no legal effect.