General Terms and Conditions for Business Customers

1. Scope

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between

Provider

Nicolas Schraml, business name: SteerMind AI

Address

Heide 2, 33824 Werther, Germany

E-mail

contact@steer-mind.com

(hereinafter "SteerMind" or "Provider") and the respective business customer (hereinafter "Customer") for the use of the AI-powered services and platforms offered by SteerMind.

1.2 These GTC apply exclusively to businesses and entrepreneurs. Consumer contracts are not concluded under this offering.

1.3 Any deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that SteerMind has expressly agreed to their applicability in writing.

1.4 Individual agreements between the parties (e.g. under a separate partner agreement) shall take precedence over these GTC.

2. Subject Matter of the Services

2.1 SteerMind provides the Customer with access to a domain-specific AI advisory layer for plant cultivation (hereinafter "Services").

2.2 Depending on the contract configuration, the Services may include the following in particular:

• AI-powered grow advice (chat interface)
• Guided diagnosis workflows
• Image-based plant analysis
• API access for integration into the Customer's own systems
• White-label widget for embedding under the Customer's brand
• Access to a grow-specific knowledge base (RAG retrieval)

2.3 AI-generated responses constitute informational recommendations and do not replace professional agronomic, legal, or medical advice. The Customer is obligated to inform their end users accordingly.

2.4 SteerMind reserves the right to develop and improve the scope of the Services, provided the contractually agreed core service is not materially diminished.

3. Contract Formation, Access and Accounts

3.1 The presentation of the Services on the website, in the app, or in other materials does not constitute a binding offer in the legal sense.

3.2 A contract is only concluded upon written confirmation (including email) by SteerMind and the provision of individual access credentials.

3.3 The Customer warrants that they are a business entity and will use the Services exclusively in the course of their commercial or independent professional activities.

3.4 The Customer receives API keys or equivalent access credentials. These must be kept confidential and protected from third-party access.

3.5 The Customer is liable for all activity conducted using their access credentials, unless the Customer can demonstrate that such use was made by third parties without the Customer's fault.

4. Fees and Payment Terms

4.1 Fees for the use of the SteerMind Services are determined by the individual contract or the applicable price list in effect at the time.

4.2 All prices are net prices, exclusive of applicable statutory value-added tax (VAT).

4.3 Invoices are due within 14 days of the invoice date without deduction, unless otherwise individually agreed.

4.4 In the event of late payment, SteerMind is entitled to charge statutory default interest and to claim reimbursement of reasonable collection costs.

4.5 SteerMind is entitled to temporarily suspend access to the Services if payment is overdue by more than 14 days, until all outstanding amounts have been settled in full.

4.6 The Customer may only set off against claims of SteerMind with undisputed or legally established counterclaims.

5. Customer Obligations

5.1 The Customer undertakes to use the Services only for lawful purposes in accordance with applicable law.

5.2 The Customer shall in particular comply with the applicable provisions of cannabis regulation, including the German Cannabis Consumer Act (KCanG), in particular Section 6 KCanG, as well as all other applicable regulations in the field of plant cultivation.

5.3 The Customer is responsible for reviewing AI-generated content for accuracy and suitability before passing it on to end users. The Customer must not present AI-generated content as binding professional advice and must display a clearly visible notice that recommendations are AI-generated and do not constitute legal, tax, or professional advice.

5.4 The Customer shall ensure that any content and data entered by the Customer does not infringe the rights of third parties and does not violate applicable law.

5.5 The following uses are expressly prohibited:

• Automated mass queries or load testing without prior written consent
• Circumvention of rate limits, usage quotas, or other technical restrictions
• Reverse engineering, decompilation, or extraction attempts targeting the underlying models or training data
• Sharing access credentials with unauthorized third parties
• Use of the Services for the development of competing products
• Input of unlawful, defamatory, or otherwise objectionable content

5.6 Violations of these obligations entitle SteerMind to immediately suspend access and, where appropriate, to terminate the contract without notice.

6. Intellectual Property and Licence

6.1 All rights in the SteerMind software, AI models, knowledge base, algorithms, trademarks, and associated documentation remain with SteerMind. The contract does not convey any ownership rights.

6.2 SteerMind grants the Customer a non-exclusive, non-transferable, revocable licence to use the contracted Services for the term of the contract.

6.3 Sub-licensing, re-letting, or any other exploitation of the Services beyond the contractually agreed scope is not permitted without the prior written consent of SteerMind.

6.4 For white-label integrations, the Customer may deploy the interface under their own brand. The attribution "Powered by SteerMind AI" is mandatory unless individually agreed otherwise.

6.5 Content generated by the Service (Output) may be used by the Customer in the course of their business operations. SteerMind makes no warranty as to the accuracy, completeness, or fitness of generated content for any particular purpose.

7. Data Protection and Data Processing

7.1 Each party is independently responsible as a controller under the GDPR for the processing of personal data within its respective area of responsibility.

7.2 Where SteerMind processes personal data on behalf of the Customer, the parties shall enter into a Data Processing Agreement (DPA) pursuant to Article 28 GDPR.

7.3 SteerMind uses sub-processors to provide the Services. A current list of sub-processors will be made available upon request.

7.4 Transfer of personal data to third countries occurs only where the requirements of Articles 44 et seq. GDPR are met, in particular through Standard Contractual Clauses or an adequacy decision of the European Commission.

8. Availability, Maintenance and Support

8.1 Service Level Agreements (SLA) apply only if they have been expressly agreed in the individual contract.

8.2 Without a separate SLA, SteerMind endeavours to provide high availability of the Services but does not guarantee any specific uptime percentage.

8.3 SteerMind is entitled to temporarily restrict or suspend the Services to the extent necessary for maintenance, security updates, or the remediation of disruptions.

8.4 Scheduled maintenance will be announced to the Customer at least 48 hours in advance by email and will, where possible, be scheduled during off-peak hours.

9. Defects, Liability and Warranty

9.1 SteerMind provides the Services with reasonable care and in accordance with the state of the art. No guarantee of uninterrupted or error-free availability is given.

9.2 The Customer shall report defects in writing without undue delay after discovery, describing the symptoms and the circumstances of occurrence as precisely as possible.

9.3 SteerMind has the right to remedy identified defects by way of cure in the first instance.

9.4 SteerMind bears unlimited liability for damages arising from injury to life, body, or health, as well as in cases of intent and gross negligence. Liability under the German Product Liability Act remains likewise unaffected.

9.5 In cases of slight negligence in the breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable, contract-typical damage. Beyond this, liability for slight negligence is excluded to the extent permitted by law.

9.6 SteerMind does not warrant that AI-generated recommendations are error-free, complete, or suitable for the Customer's or their end users' specific use case.

9.7 SteerMind is not liable for damages incurred by the Customer or third parties as a result of actions taken based on AI-generated recommendations, including but not limited to crop losses, property damage, or loss of profit.

9.8 The Customer uses AI-generated content at their own risk and is obligated to independently review such content before implementation.

10. Confidentiality

10.1 Both parties undertake to treat all confidential information obtained in the course of the partnership as strictly confidential and to use it only for the purposes of the contractual relationship.

10.2 Confidential information within the meaning of this provision includes in particular technical documentation, API specifications, business data, pricing, customer data, and know-how.

10.3 The obligation of confidentiality does not apply to information that (a) is publicly known at the time of disclosure or becomes publicly known without the fault of the receiving party, (b) was already known to the receiving party prior to disclosure, (c) was lawfully received from third parties without a duty of confidentiality, or (d) must be disclosed due to a legal obligation or official order.

10.4 The obligation of confidentiality survives the termination of the contract for a period of three years.

11. Contract Term and Termination

11.1 The contract term is determined by the individual contract.

11.2 Unless otherwise agreed, the contract is concluded for an indefinite period and may be terminated by either party with 30 days' notice to the end of a calendar month.

11.3 The right to extraordinary termination for cause remains unaffected.

11.4 Cause for termination exists in particular in the event of:

• material breach of contract that is not remedied despite formal notice with a reasonable cure period;
• insolvency, opening of insolvency proceedings, or payment inability of a party;
• violation of applicable law by the Customer in the use of the Services;
• repeated or serious violation of these GTC.

11.5 Upon termination, the Customer's access credentials will be deactivated without delay. The Customer has the right to request an export of their data within 30 days of contract termination. After expiry of this period, SteerMind is entitled to delete the Customer's data.

12. Force Majeure

12.1 Neither party shall be liable for failure to perform or delay in performing its contractual obligations to the extent that such failure is attributable to force majeure. Force majeure includes in particular natural disasters, war, terrorism, pandemics, official orders, disruptions to telecommunications infrastructure, cyberattacks, and outages at third-party providers (cloud providers, LLM service providers) that are beyond the control of the affected party.

12.2 The party affected by force majeure shall notify the other party without undue delay of the occurrence and expected duration of the impediment and shall make reasonable efforts to minimise the effects.

12.3 If the force majeure event continues for more than 60 days, either party is entitled to terminate the contract with immediate effect.

13. Amendments to These Terms

13.1 SteerMind reserves the right to amend these GTC for objectively justified reasons, in particular due to changes in legal requirements, technical developments, or changes to the scope of services.

13.2 Amendments must not alter the fundamental structure of the contractual relationship to the detriment of the Customer.

13.3 Amendments will be communicated to the Customer at least 30 days before they take effect in text form (e.g. by email). If the Customer does not object within 30 days of receipt of the notification, the amended GTC are deemed accepted. The Customer will be specifically informed of this legal consequence in the amendment notification.

14. General Provisions

14.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the registered seat of the Provider.

14.3 Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the statutory provision or, where no such provision exists, by a provision that most closely reflects the economic purpose of the invalid provision.