Terms and Conditions

1. Scope

‍

1.1 These are the General Terms and Conditions ("GTC") of Knowlix GmbH, Lazarettstr. 4, 80636 Munich, registered in the Commercial Register of the Local Court of Munich under HRB 266033 ("Knowlix").

1.2 Knowlix offers a software to its customers ("Customers") that interacts with the software from Odoo S.A., having its registered office at Chaussée de Namur, 40, 1367 Grand-Rosière, Belgium ("Odoo"). Odoo provides an ERP software that helps companies manage sales, operations, and finances ("Odoo Software").

1.3 Knowlix hosts and provides a software that accesses the Odoo Software, enabling Customers to automate tasks, analyze data, and receive administrative support powered by Knowlix AI agents as specified in Annex 1 and that is available at www.knowlix.ai ("Software" and "Knowlix AI Agents" together the "Software"). Knowlix integrates and configures the Software for use with the Customer's Odoo environment.

1.4 The Odoo Software is not part of the services offered by Knowlix to its Customers. Customers are required to conclude a separate agreement with Odoo regarding the use of the Odoo Software.

1.5 Knowlix offers its Software exclusively to Customers that are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1.6 Deviating, opposing or supplementary general terms and conditions of the Customer will only become integral components of the contractual relationship if Knowlix agrees to their validity in writing. This requirement of approval also applies if Knowlix initiates the performance of services after becoming aware of the Customer's general terms and conditions.

‍

2.Conclusion of the Agreement

‍

2.1 Knowlix may send the Customer a binding offer ("Offer") for the use of the Software, to which these GTC are attached. By returning the signed Offer, the Customer accepts the Offer and upon receipt of the signed Offer by Knowlix, the contract is concluded ("Agreement"). If the Offer contains provisions deviating from these GTC, the Offer takes precedence. Alternatively, the Customer may conclude the Agreement by selecting the scope of the contracted functionalities of the Software and by confirming these GTC on the website of Knowlix.

2.2 The scope of the agreed functionalities of the Software (e.g. applicable Odoo Software, term, number of users, features, service levels) will be set out in the Offer or on the website ("Service Description").

2.3 If Knowlix extends the agreed functionalities of the Software, it will be at Knowlix' own discretion whether to make such extensions subject to additional fees to be paid by the Customer.

‍

3.Subject Matter of the Agreement

‍

3.1 Knowlix grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right, limited to the term of the Agreement, to access the Software in accordance with the terms of the Agreement.

3.2 The Software is provided as a Software as a Service (SaaS) via an internet browser as a web app or as a progressive web app. The Customer does not download the Software itself but uses it on an IT infrastructure offered by Knowlix. The Customer has no right to receive, install, or otherwise obtain the Software, its source code, or any local copy thereof. Unless agreed otherwise in the Offer, Knowlix provides the hosting of the Software as a single-tenant solution.

3.3 After the Agreement is concluded, Knowlix will provide the Customer with the number of user accounts (each a "User Account") as set out in the agreed Service Description. User Accounts are personal to the individual user and may not be shared with third parties or used simultaneously by multiple persons. To activate a User Account, a valid email address and a password meeting the applicable security requirements must be provided.

3.4 The Customer and its employees or contractors are only allowed to use the Software to the extent specified in the Agreement. Any use of the Software beyond the agreed Service Description is prohibited and is subject to additional fees in accordance with the then-current price list.

3.5 The Customer must ensure that its employees or contractors comply with the obligations set out in the Agreement and is liable for any violation of this Agreement by its employees.

3.6 The use of the Software is subject to the fees according to section 11.

‍

4.Purpose and Use of the Software

‍

4.1 The Software is provided solely for the purposes described in the Service Description. The Software is not designed or intended to be used in any manner that would result in the Software being classified as a high-risk AI system under Article 6 of the AI Act (Regulation (EU) 2024/1689).

4.2 The Customer may not:

(a) make the Software available to third parties (with the exception of its employees or contractors that may use the Software through a User Account), rent, lease, sublicense, sell, transfer, assign, distribute or otherwise make it available,

(b) reproduce, modify, create derivative works from or adapt the Software;

(c) copy, reverse engineer, disassemble, decompile, transmit, exchange or translate the Software or otherwise attempt to obtain or derive the source code or API or;

(d) edit in any way the Software that removes or distorts any disclaimers or other legal notices;

(e) modify the intended purpose of the Software or use or change the Software in such a way that the Software becomes a high-risk AI system in accordance with Article 6 of the AI Act, especially use the Software in an area specified in Annex III of the AI Act;

(f) use the Software in violation of the prohibited practices laid down in Article 6 of the AI Act.

4.3 Knowlix only provides the IT functions of the Software. Knowlix is not responsible for establishing and maintaining the internet and the data connection between the Customer's IT systems and the router output of the data center of Knowlix or the data center of its subcontractor via whose server the Software is operated ("Transfer Point"). Knowlix is not responsible for disruptions outside of the Transfer Point.

4.4 Knowlix is not liable for the security, confidentiality and integrity of data communication handled via third-party communication networks. Knowlix is also not liable for disruptions in data transmission caused by technical errors or configuration problems on the part of the Customer.

4.5 If the Software allows the integration of third-party applications, the Customer may integrate such third-party applications via APIs at its sole responsibility and liability. Knowlix is not a party to the contract between the Customer and such third-party API providers. The Customer must ensure that third-party applications do not cause any interference with the Software. Knowlix is not liable for the use or content of any third-party application.

‍

5.Odoo Software

‍

5.1 The Software can only be used in connection with the Odoo Software.

5.2 If the Software is provided in connection with Odoo's community edition ("Community Edition"),

(a) the Software accesses Odoo's open source software as specified at https://www.odoo.com/page/editions;

(b) the Odoo Software is licensed directly from Odoo to the Customer as an open source software. The use of the Odoo Software is subject to Odoo's terms and conditions.

5.3 If the Software is provided in connection with Odoo's enterprise edition ("Enterprise Edition"),

(a) the Software accesses Odoo's enterprise edition software as specified at https://www.odoo.com/page/editions;

(b) the Odoo Software is licensed directly from Odoo to the Customer according to Odoo's Enterprise Subscription Agreement.

5.4 The use of the Odoo Software is governed solely by agreement between the Customer and Odoo. The Customer is responsible for compliance with such agreement vis-à-vis Odoo and must address any claims arising therefrom directly with Odoo.

‍

6.Cooperation Obligations of Customer

‍

6.1 The Customer is obliged,

(a) to inform Knowlix immediately in the event of suspected misuse of the Software;

(b) to only enter into the Software data, texts, images, information, documents, emails and other content that complies with applicable law, does not infringe third party rights and which the Customer is allowed to provide to Knowlix;

(c) to comply with applicable technical minimum requirements as specified by Knowlix (e.g., current browser versions, system updates, firewalls);

(d) to take appropriate measures to secure its data (e.g, periodic backups).

6.2 Knowlix may monitor and, if necessary, enforce the proper and contractual use of the Software through appropriate technical measures in accordance with data protection law, for example by restricting or blocking access or deleting content entered by the Customer or its employees that violates applicable law or these GTC. Knowlix also reserves the right to change the access data of the User Accounts for security reasons; in such cases, Knowlix will inform the Customer immediately.

6.3 The Customer is obliged to notify Knowlix of any defect in the Software immediately after it occurs. Unless explicitly agreed otherwise, Knowlix will use commercially reasonable endeavours to remedy properly reported defects in the Software within a reasonable period of time. No defect exists where the malfunction is caused by circumstances beyond the control of Knowlix, such as internet disruptions, inadequate IT environment of the Customer or improper operation of the Software by the Customer. Any malfunction resulting from third party acts or omissions will not be deemed a defect of the Software.

6.4 The Customer assigns to Knowlix free of charge all present and future rights, in particular all copyrights, database rights, know-how and other intellectual property rights to all feedback, suggestions, improvement ideas, error reports, test data, usage experiences and other feedback (together "Feedback") that it, its employees or contractors generate in connection with the use of the Software. Insofar as a transfer is not possible under applicable law, the Customer grants Knowlix an exclusive, transferable, sublicensable right to use the Feedback free of charge, unlimited in time, space and content.

‍

7.Use of AI

‍

7.1 Knowlix is not obliged to check

(a) the "Input", meaning data, information, documents and other input, including emails, billing and financial information, prompts, intents, photographs, images, graphics, voices, videos, files, documents, logos, signs and text or other content provided to Knowlix by the Customer using the Software

and

(b) the "Output", meaning data, content, or materials that are generated, produced, or created for the Customer by the Software, this includes, but is not limited to, emails, customer tickets, billing statements, quotations, text, images, audio, video, code, designs, models, and other works that are based on the Input,

for its accuracy, quality and legality.

7.2 The Customer bears sole responsibility for the accuracy, quality and legality of all Input, and for ensuring that the collection, processing, and use of such Input in connection with the use of the Software comply with all applicable laws and regulations. The Customer guarantees that it has the necessary rights and/or consents to provide Knowlix with the Input for the purpose of fulfilling the Agreement. The Customer indemnifies Knowlix against any and all third-party claims arising out of any willful or negligent breach of this section 7.2.

7.3 Knowlix uses third-party providers that use artificial intelligence ("AI Models") to process Input for the purpose of creating and displaying Output in the Software.

7.4 The Customer is aware that the AI Models of these third-party providers may produce incorrect Output. Knowlix therefore, does not guarantee that the Output displayed in the Software is correct or can be used by the Customer for the Customer's intended purpose. The Customer is therefore obliged to check the Output before using it. The Customer bears sole responsibility for the use of such Output.

7.5 The Customer remains solely responsible for any legally relevant declarations made using Knowlix AI Agents (or any other part of the Software), including, without limitation, the conclusion, modification, or termination of contracts. Any declarations or actions made or executed by an AI Agent of Knowlix on behalf of the Customer are deemed declarations or actions of the Customer. Knowlix will not become a party to any legal transaction initiated or concluded using an AI Agent, nor will Knowlix assume any liability arising therefrom. The Customer acknowledges that the AI Agent acts solely as a tool used by the Customer, and that the Customer is solely responsible for verifying the content and legal effect of any declaration made through such AI Agent.

7.6 The Customer may, through the Software's settings, enable the AI Agents to carry out certain tasks autonomously without requiring separate authorization from the Customer for each task. Any task carried out by an AI Agent based on such authorization will be deemed to have been carried out with the Customer's knowledge, consent, and responsibility. Section 7.5 applies accordingly. The Customer may modify or revoke its authorization through the Software's settings at any time for the future.

7.7 If and to the extent the Output constitutes a protectable work or otherwise gives rise to intellectual property rights (e.g. copyrights) of Knowlix, Knowlix grants the Customer a worldwide, perpetual, non-exclusive, transferable, and sublicensable right to use and exploit the Output for the Customer's purposes.

7.8 The Customer grants Knowlix a non-exclusive, non-transferable, non-sublicensable right to use the Input and the Output during the term of the Agreement to the extent necessary for the fulfilment of the Agreement and for the purpose of improving the Software, including the right to store, reproduce, edit, anonymize and transmit the Input and the Output for such purposes.

7.9 The Customer further grants Knowlix a non-exclusive, non-transferable and sublicensable right to use the Input and the Output in anonymized form for the purpose of improving the Software by means of training the AI Models, including the right to store, reproduce, edit and transmit the Input and Output for such purposes.

‍

8.Intellectual Property rights and data usage

‍

8.1 Knowlix owns all intellectual property rights in the Software and services and nothing in the Agreement or these GTCs grants the Customer any intellectual property rights in the Software or services.

8.2 Knowlix may use data and information inputted by Customer into the Software or services or created by the Customer within the Software or services for any purpose including product improvement, creating new products and services and the development of data products (including works derived from data or information in which intellectual property rights subsist), but only if:

(a) Knowlix complies with the Agreement and these GTCs, including by complying with the Knowlix privacy policy, the data processing agreement and Knowlix's confidentiality obligations; and

(b) Knowlix ensures that any publication or disclosure of data and information under this section 8.2 does not identify the Customer or any of its users.

8.3 All development results created in the course of providing the services, including configurations, extensions and features, remain the sole and exclusive property of Knowlix. The Customer acquires no ownership or exclusivity rights. Knowlix grants the Customer a non-exclusive right of use within the scope of its SaaS subscription.

8.4 The provisions of this Section 8 shall also apply to all configurations, extensions, features, customizations and other developments created for the Customer prior to the effective date of the current version of these GTC. By accepting these GTC or by continuing to use the Software after their effective date, the Customer acknowledges and agrees that no ownership, exclusivity or other intellectual property rights exist with respect to such prior developments beyond the non-exclusive right of use granted under this Agreement.

‍

9.Changes to the Software

‍

9.1 Knowlix intends to use state-of-the-art technology and is authorized to regularly carry out or introduce updates, new versions or upgrades of the Software and the services, implement new features or make changes to existing features in order to improve the Software and the services and in particular to adapt it to technical developments, a changed legal situation or new commercial requirements.

9.2 Knowlix is not obliged to ensure compatibility with and functionality of its Software in connection with the Odoo Software.

‍

10.Liability

‍

10.1 Knowlix is liable for damages caused intentionally or through gross negligence by Knowlix, its legal representatives and vicarious agents, as well as in the event of a breach of a material contractual obligation that is essential for the fulfillment of the contract in the first place and on which the Customer may rely ("Material Duty" – "Kardinalpflicht").

10.2 In case of gross negligence and regarding Material Duties in case of simple negligence Knowlix's liability is limited to the contractually typical foreseeable damage.

10.3 Otherwise, Knowlix's liability is excluded, irrespective of the legal grounds, unless Knowlix is subject to mandatory liability under the law, in particular for damages resulting from injury to life, limb or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act.

10.4 Knowlix's strict liability for defects existing at the time of delivery of the Software according to section 536 a German Civil Code (Bürgerliches Gesetzbuch – BGB) is excluded, unless the defect relates to a feature of the Software that is essential for its functionality.

10.5 Knowlix will only be liable for the loss of data in accordance with the above paragraphs if the Customer could not have prevented this loss through suitable data backup measures.

10.6 This liability provision also applies in favor of the legal representatives and vicarious agents of Knowlix if claims are asserted directly against them.

‍

11.Limitation of Claims

‍

All claims of the Customer become time-barred twelve (12) months after the beginning of the statutory limitation period. This does not apply to claims (i) based on intent or gross negligence, (ii) resulting from injury to life, body, or health, (iii) under the German Product Liability Act, or (iv) where an express guarantee has been assumed.

‍

12.Payment and Terms of Payment

‍

12.1 The Customer must pay Knowlix the fees specified in the Offer, subject to any variation in accordance with these GTC.

12.2 All fees are net. VAT will be added where applicable.

12.3 Unless otherwise agreed in the Offer, payments are due immediately upon receipt of the invoice and payable without deduction within 14 calendar days of receiving the invoice.

12.4 If the Customer is in arrears with due payments, Knowlix is entitled to suspend the Customer's access to the Software until the outstanding amount has been paid in full. Suspension does not release the Customer from the obligation to pay the agreed fees.

‍

13.Data Protection and Data Security

‍

13.1 The Customer is obliged to comply with applicable data protection laws with respect to the personal data of third parties, which the Customer may process when using the Software. The Customer will instruct all of its executive bodies, employees, representatives, and agents accordingly. Customer agrees to Knowlix's privacy protection notice set out at info@knowlix.ai, as updated from time to time by Knowlix posting an updated notice at this address.

13.2 To fulfill their duties under the General Data Protection Regulation (Regulation (EU) 2016/679), the parties agree to a data processing agreement on the terms set out at info@knowlix.ai, forms an integral part of these GTC. Knowlix may update the data processing agreement from time to time in accordance with section 16 of these GTC.

13.3 Knowlix supports the Customer in fulfilling statutory data portability obligations, in particular under applicable EU data protection law and the EU Data Act, by providing reasonable access to and export of Customer data in a commonly used, machine-readable format, subject to applicable legal and technical limitations.

‍

14.Confidentiality

‍

14.1 "Confidential Information" means all trade secrets, the content of the business relationship between the parties as well as all other information on the Software that is non-public, confidential and/or protected.

14.2 Each party is obliged

(a) to treat the other party's Confidential Information as strictly confidential, and only to use such information for the purpose of fulfilling contractual obligations resulting from the contractual relationship with the other party;

(b) to refrain from passing on or disclosing the other party's Confidential Information to third parties and to refrain from providing access to Confidential Information for third parties; and

(c) to adopt appropriate measures to prevent unauthorized persons from obtaining access to the other party's Confidential Information.

14.3 The obligations listed in this subsection 2 do not apply to the extent

(a) the disclosing party has given its prior consent in text form to the disclosure in the specific case;

(b) information was general knowledge or generally accessible to the public before it was disclosed to the other party, or that becomes public without violating any confidentiality obligations;

(c) information was already known to the receiving party before it was disclosed and it can be demonstrated that no confidentiality obligations were violated;

(d) information was developed independently by the receiving party without the use or reference of the disclosing party's Confidential Information;

(e) information is disclosed in accordance with clause 8;

(f) information is handed over or made accessible to the receiving party by an authorized third party without violating any confidentiality obligations;

(g) Confidential Information must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority; or

(h) disclosure is made in strict compliance with provisions of applicable mandatory statutory law expressly permitting disclosure.

14.4 The parties must ensure through suitable contractual arrangements that the employees and contractors working for them also, without temporal restriction, refrain from individual use or disclosure of Confidential Information. The parties may only disclose to employees or contractors Confidential Information to the extent such employees or contractors need to know the information for the fulfilment of the Contract.

14.5 The obligations under this section 13 continue to apply for a period of three years after the last disclosure of Confidential Information. Statutory provisions concerning the protection of trade secrets remain unaffected.

‍

15.Customer Trademark/Logo

‍

The Customer consents that Knowlix may disclose the collaboration between the parties for marketing purposes and may also use the company logo of the Customer in this context. The Customer may revoke this consent at any time by declaration in text form.

‍

16.Term and Termination

‍

16.1 The Agreement is concluded for the term specified in the Offer ("Initial Term"). Unless otherwise stipulated in the Offer, the Initial Term (and each renewal period) will be automatically extended by one (1) year in each case if it is not terminated by either Party three (3) months before the end of the respective term.

16.2 The right to extraordinary termination for good cause remains unaffected. Good cause will be deemed to exist for Knowlix if the Customer breaches its obligations under sections 3, 11 and 13.

16.3 Terminations require the form specified in section 17.1.

‍

17.Amendments to these GTC

‍

17.1 Knowlix reserves the right to amend or supplement these GTC in whole or in part with effect for the future in its discretion including for the following reasons: for legal or regulatory reasons, for security reasons, to further develop or optimize the Software, to ensure the functionality of the Software or to add additional functions, to adapt it to technical progress and to make technical adjustments. Knowlix must inform the Customer of the changes and notify the Customer of the specific content of the amended provisions at least two weeks before the planned entry into force of the changes. The Customer is deemed to accept the changes if he does not object to them within six weeks of receipt of the notification. In the notification, Knowlix will separately inform the Customer of its right to object and the aforementioned legal consequences of remaining silent.

17.2 If the Customer objects to the amendment of the GTC in due form and time, the contractual relationship will continue under the previous conditions. In this case, Knowlix may terminate the Agreement extraordinarily within a period of four weeks.

17.3 If Knowlix varies these GTC to affect the fees payable under the Agreement or these GTC, then Customer may elect to terminate the Agreement before the change comes into effect.

‍

18.Final Provisions

‍

18.1 Amendments and additions to the Agreement and these GTC must be made in writing to be effective, unless a stricter form is required by law. The written form requirement can only be waived by written agreement. The written form requirement is also met by transmitting a copy that shows a replica of the signature (e.g. pdf or DocuSign), but not by simple e-mail.

18.2 Any notice given under the Agreement and these GTC must be given by email, to Knowlix at info@knowlix.ai and to the Customer, at their email address specified in the Agreement.

18.3 Knowlix may assign the rights and obligations under the Agreement, in whole or in part, to (i) an affiliate of Knowlix (section 15 German Stock Corporation Act – AktG) or (ii) an acquirer upon conclusion of an asset deal, restructuring or the sale of business units. The Customer consents to the assumption of the Agreement according to section 415 (1) BGB as well as to the assignment of claims according to section 398 BGB. If such assignment results in a material adverse effect on the Customer, the Customer may terminate this Agreement for cause effective as of the effective date of the assignment. To the extent necessary for the assignment, Customer data may be transferred to the assignee.

18.4 Notwithstanding section 17.2, no party may assign or otherwise transfer any of its rights or obligations under the Agreement without the prior consent of the other party in writing.

18.5 The Agreement is governed by the laws of the Federal Republic of Germany.

18.6 The place of fulfilment and exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement is Munich. However, Knowlix is entitled to take legal action at the Customer's registered office. If the Customer's registered office is outside the European Economic Area, all disputes arising from or in connection with the Agreement will be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), excluding recourse to the ordinary courts of law. The arbitration tribunal will be composed of a sole arbitrator. The seat of the arbitration is Munich, Germany, and the language of the arbitration proceedings will be German.

‍

Status: January 2026

‍

Annex 1 – Software

‍

Overview

‍

Knowlix provides a cloud-based software solution ("Software") that integrates with the Odoo Software to automate, manage, and analyze business processes. The Software is provided as a hosted service accessible via secure web login and enables Customers to enhance their operations through digital teammates that combine automation, task execution, and intelligent assistance.

‍

Core Functionality

‍

The Software includes integrated modules and tools that:

(a) automate administrative and operational tasks through configurable workflows;

(b) process, analyze, and manage data across Odoo modules;

(c) allow digital teammates to answer questions, provide insights, and take on one-off tasks across connected systems; and

(d) enable optional integrations with external applications or services via standardized APIs.

‍

Digital Teammates

‍

Digital teammates are AI-powered agents that work within the Software to support users in executing workflows, analyzing information, managing communications, and completing ad-hoc requests. Customers may configure the scope of actions, permissions, and automation levels of digital teammates in the Software.

‍

Support and Maintenance

‍

Knowlix provides technical maintenance of the Software and ensures its continuous availability, unless the customer uses the Odoo API. Functional or technical support services may be provided in accordance with the respective Offer or a separate service agreement.

‍