General Terms and Conditions (GTC)

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§1 Scope

1.1. These General Terms and Conditions (GTC) apply to all internal transactions, acquisitions, and asset-related operations carried out by InvestAI Prime GmbH (hereinafter referred to as the “Company”).
1.2. These GTC do not govern services for third parties, as the Company acts solely in its own name and for its own account.
1.3. Deviating terms and conditions shall not apply unless expressly agreed to in writing by the Company.
1.4. These GTC also apply to all future legal transactions of the Company in accordance with its corporate purpose.

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§2 Purpose and Activities of the Company

2.1. The Company manages its own assets and conducts the acquisition, operation, and further development of technologies and tangible assets in the fields of Artificial Intelligence (AI) and Robotics.
2.2. All activities are carried out exclusively in the Company’s own name, on its own account, and not as a service for third parties.
2.3. The Company may establish subsidiaries, acquire or participate in other companies with a similar business purpose, and conduct any business necessary to support its objectives.
2.4. The Company may establish branches both domestically and internationally.

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§3 Conclusion of Contracts

3.1. Contracts relating to the acquisition of technologies, assets, or participations are concluded upon written acceptance by the Company or by fulfillment of agreed transaction conditions.
3.2. Amendments or additions require written agreement by both parties.

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§4 Prices and Payment Terms

4.1. Unless otherwise agreed, all values and prices are net amounts plus applicable VAT.
4.2. Payments must be made in accordance with agreed terms.
4.3. In the event of delayed payment obligations by counterparties, the Company reserves the right to charge statutory interest on arrears.
4.4. Additional costs not specified in the agreement shall be borne by the counterparty if incurred through their request or fault.

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§5 Cooperation Duties of Transaction Partners

5.1. All parties involved in business transactions with the Company must provide accurate information, necessary documentation, and ensure access to data or assets relevant to the execution of the agreement.
5.2. The counterparty is responsible for the legal compliance of any assets or rights it transfers or sells to the Company.

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§6 Liability

6.1. The Company is only liable for damages caused by intent or gross negligence.
6.2. Liability for slight negligence applies only in the event of a breach of essential contractual obligations.
6.3. Any liability is limited to foreseeable damages.
6.4. Liability for loss of data or profits is excluded unless caused intentionally or by gross negligence.
6.5. Damage claims expire within one year from when the damage became known.

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§7 Confidentiality and Data Protection

7.1. Both parties agree to maintain strict confidentiality about business, technical, and financial information obtained during the relationship.
7.2. Personal data will be processed by the Company only in accordance with applicable data protection laws (e.g., GDPR).

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§8 Intellectual Property

8.1. Intellectual property acquired or developed by the Company, including software, hardware designs, and analytical models, remains the exclusive property of the Company.
8.2. Usage or duplication by third parties is prohibited unless explicitly agreed to in writing.

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§9 Termination

9.1. Long-term cooperation agreements may be terminated with four weeks’ notice to the end of a month, unless agreed otherwise.
9.2. The right to terminate for good cause remains unaffected.

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§10 Jurisdiction and Applicable Law

10.1. These GTC and any agreements governed by them shall be subject exclusively to the laws of the Federal Republic of Germany.
10.2. The place of jurisdiction shall be the registered office of the Company.

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§11 Severability Clause

If any provision of these GTC is or becomes invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that most closely reflects the original economic intent.