General Terms and Conditions

Which terms apply depends on the generation:

• troi ai·on: the SaaS contract package 2026-10 with the terms and conditions, the system requirements and service description, the AVV and the TOM. When purchasing troi ai·on, you accept all documents in this package together.
• troi five: the General Terms and Conditions SaaS 2025-03, in German only.

troi ai·on: contract package SaaS 2026‑10

Only the German version is binding: the contract package as a PDF (all documents, in German, 47 pages). It holds:

• General Terms and Conditions (AGB-SAAS-2026-10), pages 1 to 11
• System requirements and service description troi ai·on V.1.1.0, pages 12 to 18
• Data processing agreement (AVV-SAAS-2026-10), pages 19 to 47
• Technical and organisational measures (TOM), annexes 3 and 4 to the AVV, pages 28 to 47

troi GmbH: General Terms and Conditions for SaaS Services

Convenience translation of the German “Allgemeine Geschäftsbedingungen der TROI GmbH für die Erbringung von SaaS-Leistungen”, version AGB-SAAS-2026-10. Only the German version is legally binding. In the event of any discrepancy between the German and the English version, the German version shall prevail.

The binding German version: Allgemeine Geschäftsbedingungen on troi.de, also as a PDF (version AGB-SAAS-2026-10).

Version: AGB-SAAS-2026-10

Part 1: Subject matter of these GTC, services and remuneration

1. Subject matter of these GTC and conclusion of the contract

1.1 These GTC apply to all services of TROI GmbH (“TROI”). The contract may be concluded through an electronic ordering process, through an individual agreement or through acceptance of an offer.

In the case of an electronic ordering process, the information contained in the online ordering process does not yet constitute a binding offer by TROI. Rather, by completing the electronic ordering process the customer submits a binding offer to conclude a contract for the services selected in the shopping cart or in the course of the ordering process, including the contract documents incorporated in it, in particular service descriptions, data processing agreements, system requirements and these GTC. The contract is only concluded upon TROI’s express declaration of acceptance or upon activation of the booked services.

The contract, including its annexes and these GTC, is hereinafter collectively also referred to as the “Contract”.

The contract documents incorporated in the electronic ordering process can be saved or printed by the customer before completing the ordering process.

1.2 TROI’s services are directed exclusively at entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB) and not at consumers. The customer warrants that, when concluding the Contract, it is acting in the exercise of its commercial or independent professional activity. The person concluding the Contract on behalf of the customer further warrants that they are authorised to conclude the Contract in the customer’s name.

1.3 In the event of contradictions, the following order of precedence applies to the contract documents: a) individual agreements and offers by TROI in text form, b) information in the electronic ordering process, c) service descriptions, d) system requirements and technical documentation, e) these GTC.

With regard to data protection provisions, the provisions of a data processing agreement take precedence over the other contract documents in the event of contradictions.

The customer’s general terms and conditions do not apply, even if TROI has not expressly objected to them.

1.4 The Contract, including the annexes incorporated in the offer or in the electronic ordering process, together with these GTC conclusively contains all provisions and agreements of the parties regarding the subject matter of the Contract. Earlier offers, presentations, project descriptions or other pre-contractual statements do not become part of the Contract. No collateral agreements have been made.

TROI does not owe any services other than or in addition to those described in the Contract and the service description.

1.5 Upon separate individual order, the subject matter of the Contract may also include the provision of further services. Insofar as no separate general terms and conditions of TROI apply to them, these GTC contain the framework conditions for these further services and their provisions apply accordingly.

2. Services of TROI

2.1 TROI owes exclusively the services specified in detail in the Contract, in particular in the annex containing the service description.

2.2 TROI provides the services as technical and organisational SaaS and support services. Unless expressly agreed, TROI does not owe any legal, tax, accounting, employment law or business review, advice or assessment of the customer, its data, processes, settings, evaluations or work results.

3. Remuneration, invoicing, price adjustment

3.1 The customer owes the remuneration stated in the Contract, in particular in the offer or in the electronic ordering process.

3.2 The remuneration may include recurring fees, one-off fees and usage-based or consumption-based charges. Usage-based or consumption-based charges may in particular be calculated on the basis of the usage units defined in the Contract or in the service description, such as workflows executed or comparable usage parameters.

If the contract term begins during a current calendar month, the monthly remuneration is owed pro rata for the remaining calendar days.

3.3 All prices stated in the Contract are net prices and are subject to statutory value added tax.

3.4 If the customer is more than 14 days in default of payment of at least one recurring fee, TROI is entitled to temporarily block the SaaS and hosting services in whole or in part; the customer must be notified of such a block at least 7 calendar days in advance. The customer remains obliged to pay the agreed remuneration for the duration of the block. TROI will reactivate the services as soon as all due claims on account of which the block was imposed have been paid to TROI in full.

3.5 With a notice period of 3 months, effective at the time of the next contract renewal, TROI may increase the monthly or annual fees in whole or in part to a reasonable extent, but by no more than 20 %, to compensate for increases in personnel and other costs. TROI must notify the customer of this in advance in text form. The customer remains free to exercise its right of ordinary termination.

3.6 Insofar as the customer orders services from TROI that go beyond the services stated in the Contract, the prices stated in the Contract apply accordingly, unless other arrangements have been made with priority.

3.7 TROI will invoice the customer electronically for the agreed services in accordance with the agreed billing cycle.

3.8 The customer is in default without further reminder upon expiry of an agreed payment term or, if no payment term has been agreed, no later than 14 days after the due date and receipt of the invoice. During the default, TROI is entitled to demand statutory default interest. In the event of default of payment, TROI is also entitled to demand the statutory lump sum for default costs pursuant to Section 288 (5) BGB.

3.9 If the actual use of consumption units, in particular Business Actions, exceeds the usage volume contractually agreed for the respective billing period or included in the booked licence class, the excess use will be charged additionally in accordance with the conditions agreed for this purpose, or otherwise in accordance with the applicable price list.

4. Contract term and termination

4.1 The initial contract term is 36 months, unless a different term has been expressly agreed. The contract term begins on the day the Contract is concluded, unless a different start is expressly provided for in the Contract. The contract term is automatically extended by a further 12 months in each case, unless it is terminated by either party with three months’ notice to the end of the respective term. In all other respects, the right of ordinary termination is excluded.

4.2 Within the scope of ordinary termination pursuant to clause 4.1, the customer is free to terminate, with effect from the end of the term, all or only individual user licences, usage-based quotas or usage packages, modules or add-on functions that are the subject of the Contract at that time; the customer must specify this in its notice of termination. If the customer does not specify anything in this respect, a termination relates to all user licences, usage-based quotas or usage packages, modules and add-on functions that are the subject of the Contract at the end of the term.

4.3 The right of both parties to extraordinary termination for good cause remains unaffected. For TROI, good cause exists in particular if the customer is in default with payment of a not insignificant part of the remuneration owed for two consecutive months, or if the customer stores, processes or provides unlawful content or data or violates applicable law.

4.4 Termination by the customer pursuant to Section 543 (2) no. 1 BGB on the grounds that contractual use has not been granted is only permissible once the customer has given TROI sufficient opportunity to remedy the defect and such remedy has failed.

4.5 Notices of termination require at least text form, unless a stricter form is prescribed by law. Where provided by TROI, termination may alternatively be effected via a portal.

Part 2: Software as a Service (SaaS) and hosting

5. Provision of the SaaS services

5.1 Within the availability defined in clause 10 of these GTC, TROI provides the customer, via the internet, with the use of the software functionalities specified in the Contract (“Software”). The Software remains on TROI’s server, and the customer uses its functions via the internet (“Software as a Service”, “SaaS”). TROI does not owe the transfer of the Software; rather, the subject matter of the Contract is exclusively the granting of the aforementioned access via the internet. Other customers use this Software in addition to the customer.

5.2 Connection of customer AI: Insofar as the Software provides interfaces or other technical functions for connecting AI systems, large language models (LLM) or comparable services of the customer, or of third parties commissioned by the customer, to the Software, or for the use of the Software by such systems, TROI owes exclusively the contractual technical functionality of the interfaces and functions provided by TROI for this purpose. The selection, provision, configuration and use of the connected AI system or service is the customer’s responsibility. In particular, TROI does not owe the availability, functionality or results of the connected AI system or service and, where it is provided by a third party, nor the usage rights, usage quotas or other services of that third party required for this purpose.

AI functionalities provided by TROI: Insofar as TROI itself provides AI-based functions as part of the Software in accordance with the Contract or the service description, their results may be based on automated analyses and probabilistic models and may in individual cases be incomplete, incorrect or ambiguous. The customer remains obliged to review such results on its own responsibility before using them. Unless expressly provided otherwise in the Contract or the service description, AI-based functions provided by TROI serve to support the customer in using the Software and in evaluating, structuring or preparing information. They do not replace the customer’s own professional, legal, tax, accounting or business review, assessment or decision. The customer remains responsible for the assessment, selection, approval and use of the results and for all decisions based on them.

5.3 TROI is entitled to continuously develop, adapt or update the Software during the contract term, in particular through bug fixes and other technical or functional changes. Within the scope of the SaaS services, the customer receives access to the version of the Software currently provided by TROI; there is no entitlement to use a particular version or a particular state of functionality. Further developments, adaptations and updates of the Software are provided centrally by TROI. The customer cannot exclude or postpone individual changes or updates.

Insofar as TROI itself provides AI-based functions as part of the Software in accordance with the Contract or the service description, the above provisions also apply to these functions. TROI is in particular entitled to develop, adapt, replace or restrict such AI-based functions insofar as this is necessary or objectively justified on the basis of technical, legal, regulatory or security-related requirements, to prevent misuse, to protect the rights of third parties or due to changes in third-party services used. The prerequisite is that the changes are reasonable for the customer and do not lead to a material restriction of the contractual scope of functions, or that they are necessary for reasons of technological progress, IT security or due to statutory or regulatory requirements.

TROI informs the customer of material changes to the Software in an appropriate manner, in particular via release notes or notices in the login area.

5.4 During the contract term, the customer must ensure on its side that the necessary system requirements, as defined in the annex containing the service description, are in place.

5.5 The point of delivery of the service is the interface between the server systems operated by TROI and the internet. TROI therefore does not owe, in particular, the establishment and maintenance of the data connection between the customer’s IT systems and TROI’s point of delivery.

5.6 Insofar as the Software contains or enables interfaces, integrations or connections to third-party systems, services, platforms or applications, TROI does not owe the availability, functionality or unchanged continuation of these third-party offerings. Changes, restrictions or the discontinuation of such third-party offerings may affect the functionality of the respective interfaces, integrations or connections.

5.7 TROI is entitled to temporarily block access to content, data, functions or individual services in whole or in part if there is sufficient suspicion that unlawful content is being processed, stored or provided via the Software or that applicable law is otherwise being violated. This applies in particular in the case of investigations by state authorities or official orders, or the assertion of claims by third parties, such as a cease-and-desist letter (Abmahnung) from the allegedly infringed party, unless the cease-and-desist letter is obviously unfounded.

Where technically possible and reasonable, the block shall be limited to the allegedly infringing content, data, functions or services. The customer shall be notified of the block without undue delay, stating the reasons, and requested to remove the objected content or to prove its lawfulness. The block shall be lifted as soon as the suspicion has been refuted or the unlawful situation has been remedied.

6. Content of the hosting services

6.1 Within the scope of the SaaS services, TROI provides the customer with storage space, as agreed in accordance with the Contract, the booked user licences (“Seats”), licence classes and any additional modules or add-on functions, in order to store data within the Software and to access it (hosting).

6.2 Within the scope of the hosting services, TROI owes only the provision of storage space for use by the customer, but not the import, entry, maintenance, updating or other administration of data. Rather, the customer is obliged to store its data in the Software initially, unless this is explicitly part of the offer or has been assumed by TROI under a separate order.

6.3 It is the customer’s responsibility to maintain stored data and content, and to ensure that the data and content are correct, complete and up to date and do not infringe any rights or legal provisions of any kind. The customer alone is responsible for compliance with any retention obligations under commercial or tax law. TROI has no duties of safekeeping or custody with regard to the data and content stored by the customer.

6.4 The data backup measures carried out by TROI are set out in the data processing agreement forming part of the Contract. TROI does not owe any data backup or recovery measures beyond this.

6.5 Data or content deleted by the customer is, as a rule, irretrievably deleted. Insofar as TROI still holds a copy within the scope of the data backup measures owed, restoration may be carried out in individual cases against separate remuneration based on effort; the customer has no entitlement to restoration.

7. Grant of rights of use

7.1 Scope of use

The Software is used on a per-user basis on the basis of the user licences booked by the customer (“Full Seats”, “Time Seats”) and the licence class assigned to each of them. A separate user licence is required for each user.

Users are the persons named by the customer and provided with individual access (“Named Users”) who are authorised to use the Software for the customer, irrespective of whether the Software is actually used.

User licences may be assigned to different licence classes, from which the respective scope of functions results. Insofar as the Contract provides for additional user licences for a licence class whose scope of functions is limited to recording the user’s own working and project times (“Time Seats”), the Named Users assigned to these Time Seats may use the Software exclusively within this scope.

The type and number of user licences to which the customer is entitled, including any Time Seats, and their respective scope of functions result from the Contract and the service description. The scope of permitted use is further determined by any additionally agreed modules or add-on functions.

The scope of permitted use of the Software results from the Contract, the number and respective licence class of the booked user licences, any additionally booked modules or add-on functions and the service description.

A user account may not be shared by several persons. The customer is entitled to replace named Named Users during the contract term.

7.2 Grant of rights of use / licensing

The customer may use the Software only for its own purposes and for processing its own data and content. Insofar as this is necessary for using the Software via the internet, TROI grants the customer a simple (non-exclusive), non-transferable and non-sublicensable right, limited to the contract term, to use the Software to the contractually agreed extent. The customer is not entitled to make the Software available to third parties for use, whether for a fee or free of charge, to reproduce, edit or make the Software publicly accessible outside the contractual use, or to circumvent technical protection measures or usage restrictions of the Software. Renting out the Software is therefore expressly not permitted.

7.3 Ownership of rights

All rights to the Software and to the underlying applications, databases, concepts, technical solutions, documentation, content, signs, trademarks and other components of the SaaS services belong exclusively to TROI or the respective licensors. Unless expressly provided otherwise, the customer is not granted any further rights to the Software or the SaaS services. In particular, the customer does not acquire any rights to the source code, development documents, technical concepts or the underlying software architecture. All rights to the work results developed by TROI in the course of providing the contractual services, such as software code, arise exclusively with TROI. However, TROI grants the customer a right to use them for the term of the Contract, as set out in clause 7.2.

8. Subsequent extension of user licences, licence classes, modules and add-on functions

8.1 During the contract term, the customer may

• book additional user licences (“Time Seats”, “Full Seats”),
• assign existing user licences to a higher licence class,
• extend existing usage-based quotas or usage packages, in particular for Business Actions, to a higher usage volume, and
• book additional modules or add-on functions.

Such additionally booked user licences, user licences assigned to higher licence classes, extended usage-based quotas or usage packages and additionally booked modules or add-on functions become part of the existing contractual relationship and are subject to these GTC. In particular, the remaining contract term of the existing Contract and the provisions on remuneration in clause 3 of these GTC apply to them.

8.2 Subsequent extensions pursuant to clause 8.1 and the assignment of existing user licences to higher licence classes are made via the booking or ordering channels provided by TROI, in particular via electronic ordering processes or individual agreements in text form.

8.3 Assigning existing user licences to lower licence classes and reducing booked user licences, usage-based quotas or usage packages, booked modules or add-on functions during the contract term is not possible. Insofar as usage-based quotas or usage packages, in particular for Business Actions, are provided for a calendar month, unused units cannot be carried over to subsequent calendar months and expire at the end of the respective calendar month; this also applies to quotas, usage packages or Business Actions acquired additionally during the current calendar month, in particular through automatic or manual top-up purchases.

9. Obligations of the customer regarding SaaS and hosting

9.1 The customer administers the users and the use of the SaaS services itself. TROI only creates the initial administrator account.

9.2 The customer undertakes not to store any data or content via the Software that is unlawful or infringes laws, official requirements or the rights of third parties.

9.3 The customer is obliged to prevent unauthorised access by third parties to the Software by means of appropriate technical and organisational measures, in particular not to disclose access data to unauthorised third parties.

9.4 The customer is obliged to check its data and content for viruses or other harmful components before storing and processing them in the Software and to use state-of-the-art protection programs for this purpose.

9.5 Insofar as rights exist in the data and content stored or processed by the customer within the scope of the SaaS services, the customer grants TROI the rights required to perform the SaaS and hosting services, in particular to store, reproduce, process, transmit and provide the content and to carry out data backup measures.

9.6 Insofar as the customer connects, via the Software, an AI system, large language model (LLM) or comparable service provided by itself or by a third party, or uses AI-based functions provided by TROI in accordance with the Contract or the service description, the customer is responsible for the data, content, prompts, specifications and instructions entered or initiated by it or its users. The customer must ensure that their entry, processing and use is permissible and, in particular, does not infringe any third-party rights, statutory requirements or contractual obligations. AI systems and AI-based functions may not be used for unlawful, abusive, deceptive, discriminatory or otherwise impermissible purposes.

Insofar as the customer connects an AI system, large language model (LLM) or comparable service provided by itself or by a third party to the Software, it is furthermore responsible for its selection, configuration and lawful use and for the access, usage rights and other authorisations required for this. When using AI systems or AI-based functions, the customer must observe any notices, instructions, usage restrictions and documentation provided by TROI and must, on its own responsibility, comply with the statutory and regulatory requirements applicable to its specific use. If the customer becomes aware of significant malfunctions, security risks or other circumstances indicating a malfunction or improper use of the Software, interfaces or AI-based functions provided by TROI, it must inform TROI without undue delay and provide TROI with reasonable support in investigating and remedying them.

9.7 The customer undertakes to notify TROI without undue delay of any recognisable faults and to provide TROI with reasonable support in analysing errors and remedying defects. To this end, the customer must in particular describe any problems that occur as precisely as possible via the ticket system provided by TROI, provide TROI with the information and data required for error analysis and remedying defects, and give TROI a reasonable opportunity to examine and remedy defects.

10. Availability of SaaS and hosting / maintenance windows

10.1 TROI ensures an annual average availability of the Software, including the hosted data, of 99 % for the period from 8 a.m. to 8 p.m. daily. This availability is measured at TROI’s interface to the internet. When calculating the average availability as a percentage, figures are rounded to one decimal place in accordance with commercial principles.

10.2 Availability is calculated from the ratio of the actual availability of the Software during the hours of use to the agreed total availability within the respective operating year.

10.3 The actual time (AT) is the period during which the Software is actually available to the customer at the interface to the internet during the hours of use (8 a.m. to 8 p.m. daily).

The target time (TT) is the time remaining after deduction of the periods resulting from an interruption due to one or more of the following causes:

• interruption due to force majeure or other reasons for which TROI is not responsible; this includes, for example, an interruption due to a “hacker attack” (unauthorised external access to the system) despite the use of security measures;
• interruptions caused by the customer’s specifications or otherwise caused by the customer;
• interruptions resulting from the customer’s failure to fulfil, or delay in fulfilling, its obligations to cooperate;
• interruptions within the maintenance windows pursuant to clause 10.4 of these GTC.

10.4 The following periods are agreed as regular maintenance windows: Wednesdays from 3 a.m. to 8 a.m., Wednesday to Thursday from 10 p.m. to 4 a.m., and Saturday to Sunday from 10 p.m. to 4 a.m. If maintenance is to take place at a time outside the regular maintenance window, TROI must announce this to the customer with 24 hours’ notice. Special maintenance windows are likewise not taken into account in the actual time. Maintenance and fault-clearance measures, release changes, database reorganisation, etc. take place during the maintenance windows. TROI endeavours to carry out all work on the systems with as little impairment of operations as possible.

Part 3: Support services

11. Content of the support services

11.1 During the term of the Contract, TROI provides various support services (“Support Services”), the scope of which is defined below.

11.2 The Support Services are provided as services pursuant to Sections 611 et seq. BGB (Dienstleistung). No particular result is owed within the scope of the Support Services.

11.3 The provisions on the Support Services do not apply insofar as TROI is obliged to provide statutory or contractual liability for defects. Defects are governed exclusively by the provisions of clause 15 of these GTC.

12. Scope of the support services

12.1 The Support Services comprise assistance with faults or errors via a ticket system provided by TROI.

12.2 The Support Services relate exclusively to the version of the Software currently provided by TROI, including the functions, modules and add-on functions contained therein.

12.3 The Support Services relate exclusively to the Software provided by TROI. They do not include support for third-party software, external systems or other external components, even if these are connected to the Software via interfaces or integrations.

12.4 A prerequisite for using the support is a qualified configuration and use of the Software and appropriate training of the users.

12.5 In the case of errors or faults reported by the customer, TROI will attempt to remedy them within the scope of the Support Services. Errors and faults may be remedied in particular by means of instructions for use, configuration changes, workarounds, updates or other adjustments to the Software. The customer must report faults and errors without undue delay via the support or ticket system provided by TROI, describing the symptoms and effects as precisely as possible. For defects, by contrast, the customer is entitled to the claims for defects pursuant to clause 15 of these GTC.

12.6 The following services are not part of the Support Services and are only owed by TROI if explicitly part of the offer or separately ordered: consulting / training, custom programming.

Part 4: Training and consulting services

13. Content and scope of the training and consulting services

13.1 During the term of the Contract, TROI provides the consulting and training services agreed in the Contract to the extent specified therein. Consulting and training services are provided as services within the meaning of Sections 611 et seq. BGB. No particular result is owed within the scope of the consulting and training services.

13.2 At the customer’s request, appointments for consulting or training services are agreed jointly; appointments confirmed by TROI are binding.

13.3 The customer may rebook agreed appointments by e-mail up to 24 hours before the appointment. If an appointment is cancelled or postponed less than 24 hours before it, 50 % of the agreed time must be paid for. Insofar as time remains within the agreed quota, TROI may deduct the remuneration for this time from the quota.

Part 5: Further services and additional services

14. Further services and additional services

14.1 Insofar as the Contract specifies further services that are neither SaaS, hosting, Support Services nor training and consulting services (“Further Services”), the following applies in addition to any provisions in the offer:

• Insofar as their subject matter is the achievement of a specific result, in particular the creation, adaptation or customisation of templates, configurations, interfaces or comparable work results, these Further Services are deemed to be work services (Werkleistungen); the provisions of clauses 14.2 and 15.2 additionally apply to them.
• Insofar as their subject matter is the performance of specific activities, such as support with data visualisation, the provisions of these GTC concerning “Support Services” and their general provisions apply accordingly.

14.2 Work services

After complete performance of a work service, TROI notifies the customer of this in text form. Within two weeks of receipt of the notification, the customer must check whether the work service meets the contractually agreed requirements (“Acceptance Phase”).

If material defects become apparent during the Acceptance Phase, the customer must notify TROI of them in text form without undue delay, at the latest within the Acceptance Phase, and describe them comprehensibly. TROI will remedy properly notified material defects within a reasonable period and notify the customer that the work is ready for acceptance again. The renewed check is limited to the notified defects and any new defects caused by their remedy.

If there are no material defects, or if the customer does not refuse acceptance within the Acceptance Phase by stating at least one defect, the work services are deemed accepted upon expiry of the Acceptance Phase. Immaterial defects do not entitle the customer to refuse acceptance. Insofar as TROI provides separable partial services, TROI may demand partial acceptances for them.

Part 6: Warranty claims and liability

15. Claims for defects

15.1 SaaS and hosting services

In the event of defects in the SaaS and hosting services, the customer’s claims are governed by Sections 536 et seq. BGB, unless otherwise provided below:

TROI is obliged to remedy defects in the Software within a reasonable time.

Insofar as the customer connects an AI system, large language model (LLM) or comparable service provided by itself or by a third party to the Software, incorrect, incomplete, ambiguous results of this system or service, or results unsuitable for the purpose pursued by the customer, do not in themselves constitute a defect in TROI’s services. This does not apply insofar as such results are based on a defect in the interface or other software functionality provided by TROI.

Insofar as TROI itself provides AI-based functions as part of the Software in accordance with the Contract or the service description, the mere incorrectness, incompleteness, ambiguity or lack of suitability of individual results for the purpose pursued by the customer does not in itself constitute a defect, provided that the AI-based function otherwise corresponds to the contractually agreed scope of functions.

Strict liability (irrespective of fault) pursuant to Section 536a (1) BGB for defects already existing at the time the Contract is concluded is expressly excluded. TROI is only liable for defects that already existed when the usage options of the Software / hosting were first provided if TROI is responsible for these defects.

Termination by the customer pursuant to Section 543 (2) no. 1 BGB on the grounds that contractual use has not been granted is only permissible once TROI has been given sufficient opportunity to remedy the defect and such remedy has failed.

The customer’s claims for defects against TROI are excluded insofar as the customer makes or has others make changes to the Software without TROI’s consent. This does not apply if the customer is legally entitled to make changes, in particular when exercising the right of self-remedy pursuant to Section 536a (2) BGB, and the changes are carried out professionally and documented comprehensibly.

15.2 Work services

In the event of defects in work services, the customer is entitled to the rights pursuant to Sections 634 et seq. BGB, unless otherwise provided below. Within a reasonable period, TROI shall initially provide subsequent performance for defects in the work services, at its own discretion, by remedying the defect or producing a new work.

If complete remedy of the defect is not possible or would only be possible with disproportionate effort, TROI is entitled to show the customer reasonable workarounds. Insofar as these are reasonable for the customer and do not materially impair contractual use, they are deemed to constitute subsequent performance.

If subsequent performance fails, is unreasonable for the customer or is finally refused by TROI, the customer may, in accordance with the statutory provisions, reduce the price, withdraw from the Contract or claim damages in lieu of performance. The customer has no right of withdrawal if the defects are only insignificant. Withdrawal due to defects in work services relates only to those services.

15.3 Notification of defects

Defects must always be reported to TROI’s user support without undue delay, at the latest within 5 working days of becoming aware of them.

15.4 Limitation period

Claims for defects become time-barred after one (1) year.

The limitation period begins with the statutory start of the limitation period. This does not apply in cases where TROI is accused of gross negligence or intent, nor in the case of injury to body or health attributable to TROI or loss of the customer’s life, fraudulent concealment of a defect or the assumption of a guarantee for quality, nor in cases of mandatory statutory liability, in particular under the German Product Liability Act (Produkthaftungsgesetz).

15.5 As a matter of principle, the customer does not receive guarantees in the legal sense from TROI unless they are given expressly in writing and the word “guarantee” (Garantie) is used.

16. Liability and indemnification

16.1 TROI is liable without limitation for intent and gross negligence and for damage resulting from injury to life, body or health. In the case of slight negligence, TROI is only liable for breach of a material contractual obligation, the fulfilment of which makes the proper performance of the Contract possible in the first place and on whose compliance the customer may regularly rely. In this case, TROI is only liable for foreseeable damage which must typically be expected to occur. In all other respects, TROI’s liability for slight negligence is excluded.

16.2 TROI’s liability for slight negligence is limited in amount, per case of damage, to the net remuneration owed by the customer for the affected services in the twelve months preceding the occurrence of the damaging event, but to no less than EUR 20,000, and in total to a maximum of EUR 100,000 per contract year. The above liability caps do not give rise to any claim to compensation for an amount exceeding the damage actually eligible for compensation.

16.3 TROI is not liable for the loss of data and content insofar as the damage is due to the customer having failed to make appropriate data backups, within the functions of the Software or otherwise, and thereby to ensure that lost data can be restored with reasonable effort.

16.4 The parties mutually indemnify each other against all third-party claims and the costs of necessary legal defence that are based on a culpable infringement of third-party rights or violations of law by the respective other party or its vicarious agents or assistants and that are asserted against the party being claimed against. The parties will cooperate in defending against third-party claims.

16.5 The above limitations of liability also apply in favour of TROI’s legal representatives, employees and vicarious agents.

Part 7: General provisions

17. Further obligations of the customer to cooperate

17.1 The customer will provide TROI with reasonable support in performing the contractual services. In particular, the customer provides TROI in good time with all information, data, documents, access and other cooperation necessary for performing the services and renders agreed cooperation services on time.

17.2 If the customer fails to meet its obligations to cooperate and TROI is thereby impaired in performing the services, agreed performance deadlines are extended appropriately. TROI is entitled to invoice any additional effort incurred as a result separately. Further rights of TROI remain unaffected.

17.3 Before the first productive use, and after changes to the system environment or other material changes to the conditions of use, the customer must check the Software for its general suitability for the intended use.

18. Confidentiality

18.1 The parties undertake to use all confidential information and trade and business secrets of the respective other party obtained in connection with the Contract only for the performance of this Contract and otherwise to keep them secret without time limit. This applies to any unauthorised third parties, i.e. also to unauthorised employees, unless disclosure of such information is necessary for the proper fulfilment of the contractual obligations. In this respect, both parties must also oblige their authorised employees to maintain confidentiality.

18.2 The confidentiality obligation does not apply to information in respect of which the receiving party proves that it is generally known, became generally known through no fault of the parties, was or is lawfully obtained from a third party, was already lawfully known to the receiving party before disclosure, or must be disclosed due to statutory obligations or official or court orders.

19. Data protection

19.1 Insofar as TROI processes personal data of the customer on its behalf and in accordance with its instructions in the course of performing the contractually owed services, in particular within the scope of hosting or insofar as TROI obtains access to such data when accessing the system for support purposes, this is carried out as processing on behalf of a controller within the meaning of Art. 28 GDPR. For data from Switzerland, the requirements arising from Swiss law (Data Protection Ordinance, DSV) apply.

19.2 The details of the processing on behalf are set out in the data processing agreement, which forms part of the Contract as an annex and is agreed between TROI and the customer upon conclusion of the Contract.

20. Project management

20.1 For the performance of the Contract, each party names a central contact person and a deputy. They are named in text form.

20.2 The named contact persons are authorised to receive and make declarations in connection with the organisational performance of the Contract. They coordinate the cooperation between the parties and ensure that necessary decisions are made or brought about internally within a reasonable time.

21. Data after the end of the Contract

21.1 After termination of the Contract, TROI will keep the customer’s data stored within the scope of the SaaS and hosting services, insofar as it is still available at TROI, ready for a period of 30 days exclusively for retrieval or export by the customer. Productive use of the Software is no longer owed during this period.

21.2 The Contract, these GTC and the data processing agreement continue to apply to this subsequent retention insofar as this is necessary for the retention, retrieval, export, deletion, security and processing of the data.

21.3 TROI is entitled to demand separate remuneration based on effort for the subsequent retention of the data and for any support requested by the customer with data export, data migration or data transfer, unless a different agreement has been made for this.

21.4 After expiry of the aforementioned period, TROI is entitled to delete the customer’s data, unless statutory retention obligations or different contractual provisions prevent this. Insofar as personal data is concerned, the provisions of the data processing agreement remain unaffected.

22. Final provisions

22.1 The customer may only set off claims against TROI or assert a right of retention insofar as its counterclaims are undisputed or have been established with final and binding effect; in addition, the customer is only entitled to rights of retention on account of counterclaims arising from the same contractual relationship.

22.2 TROI is entitled to have services under this Contract performed by subcontractors and other third parties. In connection with the processing of personal data, the provisions of the data processing agreement take precedence in this respect.

22.3 The customer grants TROI the right to name the customer as a reference in sales and marketing activities and to use the customer’s logo in this context. The customer may object in text form (e.g. by e-mail).

22.4 The non-exercise or delayed exercise of rights under the Contract and the unopposed provision or acceptance of services that go beyond the contractually owed scope of services do not constitute an amendment or extension of the Contract and do not give rise to any obligation to provide corresponding services in the future.

22.5 TROI is entitled to transfer rights and obligations under the Contract to affiliated companies or, in the course of a corporate restructuring, a sale of the company or a transfer of the business unit, to third parties. The legitimate interests of the customer remain unaffected.

22.6 Amendments and additions to the Contract require at least text form, unless a stricter form is prescribed by law. Text form is satisfied in particular by e-mail, by electronic signatures or by sending a signed and scanned document.

22.7 This agreement is governed exclusively by German law, excluding its conflict-of-laws rules. The place of performance and place of jurisdiction is Munich, to the extent permitted by law.

22.8 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

22.9 TROI is entitled to amend these GTC with effect for existing contractual relationships, insofar as there is an objective reason for doing so and the amendments are reasonable for the customer. Such an objective reason may exist in particular in the case of new technical developments, the introduction of new services, an extension of functions or changes in case law, legislation or official requirements.

TROI will inform the customer of amendments at least six weeks before they take effect in text form (for example by e-mail). If the customer does not object to the amendments in text form within this period, the amendments are deemed approved. TROI will specifically point this out to the customer when notifying the amendments. In the event of an objection, the previous GTC continue to apply.

22.10 Should provisions of the Contract be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Contract. The same applies if a gap in this Contract should become apparent. In place of the invalid or unenforceable provision, or to fill the gap, an appropriate provision shall apply which, insofar as legally possible, comes closest to what the parties would have intended in accordance with the meaning and purpose of the agreement, had they considered the respective aspect.

TROI GmbH, October 2026

TROI GmbH · Gabrielenstraße 9 · 80636 Munich · Germany · Managing Director: Kerstin Götz · Commercial register: HRB 135939, Munich Local Court · Registered office: Munich · VAT ID: DE215524094

troi five: General Terms and Conditions SaaS 2025‑03

These terms are available in German only: Allgemeine Geschäftsbedingungen SaaS 2025-03 on troi.de, also as a PDF (version AGB-SAAS-2025-03).