Terms of Service

Mercura Technologies GmbH

Schleißheimer Str. 57, 80797 Munich, Germany

Email: info@mercura.ai

Last updated: June 2026

1. Scope and Acceptance

These Terms of Service ("Terms") govern access to and use of the software-as-a-service solutions ("Services") provided by Mercura Technologies GmbH ("Mercura") via the internet. By using the Services, the customer ("Customer") accepts these Terms in full. Use of the Services is reserved for business customers (B2B); the Services are not intended for consumers.

The specific scope of Services, contract duration, pricing, and any supplementary agreements are set out in the applicable order form.

2. Service Description and Software License

Mercura provides AI-supported SaaS solutions for the construction supply industry, accessible via the internet. The Services include access to the current version of the software as well as future updates.

Mercura grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the software solely for the Customer's own business purposes for the duration of the agreement. This right of use is revocable in the event of material breach, including payment default, misuse of the software, or violation of applicable law.

The Customer acknowledges that the software is under active development and may contain temporary limitations, including bugs, incomplete features, or functional restrictions. Such limitations are inherent to the development process and do not constitute defects or grounds for claims. Any claims relating to availability, service scope, or response times are governed exclusively by the applicable Service Level Agreement (SLA).

3. Customer Obligations

The Customer agrees to:

• Use the Services exclusively for lawful business purposes and in accordance with these Terms.

• Keep login credentials confidential and not share them with unauthorized third parties. The Customer is liable for unauthorized use resulting from the Customer's own fault.

• Provide appropriate employee resources and data access during onboarding and throughout the contract term to enable successful implementation and use of the Services.

• Maintain regular communication with Mercura as agreed, including participation in operational feedback sessions and coordination meetings.

• Promptly report any errors, irregularities, or suspected data breaches to Mercura.

4. Intellectual Property

Mercura retains sole and unrestricted ownership of all intellectual property rights in the software, AI models, algorithms, source code, documentation, databases, and all improvements or derivatives arising from the provision of Services. This includes rights existing at the time of contracting and all new developments created in connection with the contractual relationship.

Mercura is entitled to use data provided by the Customer, and data arising from use of the software, for the purpose of improving and training AI models. Such data will not be used for other customers or for any other purpose.

5. Liability

Each party is liable without limitation for damages caused by intentional or grossly negligent conduct, or by breach of duty resulting in injury to life, body, or health.

Mercura is also liable where damage results from a breach of a fundamental contractual obligation whose fulfillment enables the proper performance of the Services. In such cases, liability is limited to the fees actually paid or payable by the Customer for the relevant contract year.

In all other cases, neither party shall be liable for loss of anticipated savings or profits, loss of business opportunities, loss of reputation or goodwill, or damage caused by use of the Services in a manner inconsistent with these Terms or applicable documentation.

Liability under mandatory statutory provisions (including product liability law) remains unaffected.

6. Indemnification

By Mercura: Mercura will defend the Customer against third-party claims arising from infringement of third-party intellectual property rights, violation of applicable law in connection with the Services, or security incidents or data breaches within Mercura's cloud environment, and will bear the associated costs. This indemnification does not apply where claims result from unauthorized modifications by the Customer, combination with products not approved by Mercura, use outside the agreed scope, or the Customer's own breach of these Terms.

By the Customer: The Customer will defend Mercura against third-party claims arising from misuse of the Services, violation of applicable law in connection with the Customer's use, or security incidents within the Customer's own environment.

7. Contract Term, Renewal, and Termination

Contract start date, initial term, renewal periods, and notice periods are set out in the applicable order form. Termination must be made in writing. Both parties retain the right to terminate for cause in the event of material breach.

8. Payment

Fees, payment terms, and billing cycles are specified in the order form. Invoices are due within the stated payment period. In the event of payment default, Mercura reserves the right to suspend access to the Services after reasonable notice.

9. Data Protection

Both parties comply with applicable data protection law, in particular the GDPR (Regulation (EU) 2016/679) and the German Federal Data Protection Act (BDSG). By entering into a service agreement with Mercura, the parties simultaneously conclude a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR, which forms part of the contractual framework.

Mercura processes personal data only within the EU/EEA. Sub-processors used by Mercura are listed in the DPA. Current sub-processors include Microsoft Ireland Operations Ltd. (Azure, Frankfurt, Germany) and Google Ireland Ltd. (Google Cloud, Frankfurt, Germany), both certified to ISO/IEC 27001 and ISO/IEC 27018.

In the event of a personal data breach, Mercura will notify the Customer within 48 hours of becoming aware of the incident, to enable the Customer to fulfill its own notification obligations under Art. 33 and 34 GDPR.

10. Confidentiality

Both parties agree to treat all confidential information received in connection with the contractual relationship as strictly confidential, applying at least the same level of care as they apply to their own confidential information, and in no case less than reasonable care. Confidential information may only be shared on a need-to-know basis and must not be disclosed to third parties without prior written consent, except as required by law or court order.

Confidentiality obligations survive termination of the agreement for a period of five (5) years.

11. Service Levels and Support

Mercura monitors the software daily and provides support Monday to Friday, 09:00–18:00 CET (excluding public holidays). Critical errors (where the Services are unusable or severely impaired) will be addressed within four (4) hours of receipt of a fault report during support hours.

Mercura guarantees 98.5% annual availability, measured from the time of successful go-live. Scheduled maintenance, planned downtime, and events outside Mercura's reasonable control (including force majeure, DDoS attacks, and third-party internet outages) are excluded from availability calculations.

Software errors will be remedied within a maximum of three (3) business days, subject to technical and economic feasibility.

12. Security

Mercura implements appropriate technical and organizational measures to protect personal data and ensure system security in accordance with Art. 32 GDPR. Measures include:

• AES-256 encryption of data at rest; TLS 1.2/1.3 encryption in transit

• Multi-factor authentication for administrative access

• Role-based access controls and access logging

• Daily backups and recovery procedures

• Firewall systems and separated environments (production, test, development)

• Regular review and testing of security measures by Mercura's Data Protection Officer

13. Governing Law and Jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Munich, Germany.

14. Changes to These Terms

Mercura may update these Terms from time to time. Customers will be notified of material changes in advance. Continued use of the Services after the effective date of updated Terms constitutes acceptance. The "Last updated" date at the top of this document reflects the most recent revision.

15. Miscellaneous

Should any provision of these Terms be or become invalid, the remaining provisions remain in full force. The parties agree to replace any invalid provision with a valid provision that most closely reflects the economic intent of the original.

Claims or rights under these Terms may not be assigned, pledged, or otherwise transferred without prior written consent of the other party.

These Terms constitute the entire agreement between the parties regarding their subject matter and supersede all prior oral or written agreements. All amendments require written form.

Contact for legal or contractual inquiries:

Mercura Technologies GmbH

Schleißheimer Str. 57, 80797 Munich

Email: info@mercura.ai

Register court: District Court of Munich, HRB 297660

Represented by: Lukas Bock, Stefan Zheng, Sean Sdahl