Master Services Agreement

1.1 Provision and Access.KNTRA ("KNTRA") will make the Services (including verification audits, the verification engine, and knowledge graph implementations) available to Customer pursuant to this Agreement and the applicable Order Form. The Services are provided on a subscription or project basis. KNTRA grants Customer a non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business purposes.

1.2 Customer Responsibilities.Customer will: (a) be responsible for the accuracy and legality of Customer Data (e.g., contracts, policies, and financial schedules); (b) use commercially reasonable efforts to prevent unauthorized access; and (c) use Services only in accordance with applicable laws (including GDPR).

1.3 Use Restrictions.Customer shall not: (a) use the Services for benchmarking or developing a competitive product; (b) reverse engineer the underlying algorithms, weights, or the verification engine architecture; (c) attempt to exfiltrate the proprietary Knowledge Graph ontology.

1.4 Evaluation & Audit Pilots.If KNTRA offers an initial Audit on a trial or pilot basis, these services are provided "AS IS" solely for the purpose of demonstrating the capabilities of the verification engine.

2.1 Reservation of Rights.KNTRA reserves all rights, title, and interest in and to the Services, the verification engine, and the base Knowledge Graph Ontology.

2.2 Customer Data & Zero-Training Policy."Customer Data" means electronic data submitted by Customer (e.g., project PDFs, Excel sheets). KNTRA agrees that Customer Data will NOT be used to train KNTRA’s foundational or public AI models. KNTRA creates a temporary, project-specific graph instance. Customer grants KNTRA a right to host and process Customer Data solely for the purpose of performing the Audit and providing the agreed analysis. Upon project completion, this data is handled according to the retention policy defined in the Order Form.

2.3 Feedback.If Customer provides feedback, KNTRA may use this feedback to improve the logic of its engine, provided such use does not reveal any Customer Confidential Information.

3.1 Fees.Fees are specified in the Order Form. Payment terms are 14 days net from the invoice date, unless otherwise stated.

3.2 Taxes.All fees are exclusive of taxes. Customer is responsible for VAT. If Customer is located in the EU (outside Germany), the Reverse Charge Mechanism applies, and Customer must provide a valid VAT ID.

3.3 Overdue Charges.Late payments are subject to interest at the rate of 9 percentage points above the base interest rate in accordance with § 288 BGB (German Civil Code).

4.1 Obligations.Both parties agree to hold the other’s Confidential Information in strict confidence. This includes the "Findings Report" (for the Customer) and the "Audit Methodology" (for KNTRA).

4.2 Exceptions.Confidential Information does not include information that is publicly known through no fault of the receiving party.

5.1 Warranty.KNTRA warrants that the Services will perform materially in accordance with the Documentation.

5.2 Decision-Support Disclaimer.The "Findings Report" and any generated analysis are provided as decision support. KNTRA does not guarantee specific business outcomes or the prevention of all risks. The Services do not constitute insurance or legal advice.

6.1 By KNTRA.KNTRA will defend Customer against third-party claims that the KNTRA Software infringes intellectual property rights, provided Customer uses the software as authorized.

6.2 By Customer.Customer will defend KNTRA against claims that the Customer Data infringes third-party rights or violates applicable laws.

7.1 Unlimited Liability.KNTRA is liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for injury to life, limb, or health, and under the German Product Liability Act (Produkthaftungsgesetz).

7.2 Limited Liability.In cases of slight negligence (leichte Fahrlässigkeit), KNTRA is only liable for the breach of essential contractual obligations (Kardinalpflichten). In such cases, liability is limited to the typically foreseeable damage at the time of contract conclusion. Unless otherwise agreed, liability for slight negligence is limited to the total fees paid by Customer in the 12 months preceding the incident.

7.3 No Liability for Strategic Decisions.KNTRA is not liable for business losses, lost profits, or business decisions resulting from decisions made by Customer based on KNTRA’s analysis.

8.1 Data Protection.Both parties will comply with the General Data Protection Regulation (GDPR). KNTRA acts as a Processor. A separate Data Processing Agreement (DPA) applies.

8.2 Isolation & EU Data Residency.KNTRA warrants that Customer Data processed in isolated, single-tenant EU audits is separated from other customers' data and processed within the EU, to the extent technically feasible and described in the Security Addendum.

9.1 Term.As defined in the Order Form.

9.2 Termination for Cause.Either party may terminate immediately for good cause, in particular, if the other party materially breaches this Agreement and fails to cure such breach within 30 days.

10.1 Governing Law.This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).

10.2 Venue.The exclusive place of jurisdiction for all disputes is Aachen, Germany.

10.3 Severability.Should any provision of this Agreement be invalid, the validity of the remaining provisions shall not be affected.

10.4 Entire Agreement.This Agreement supersedes all prior agreements. Changes must be in writing.