Version 2.0, effective as of 21 December 2025

1. Introduction

Welcome to the Simplifier Makers Club (the “Makers Club”). These Terms of Use (“Terms”) govern the purchase and use of Advanced Simplifier AI Cloud Services for access to advanced AI features.

“Advanced AI Services” means extended product functionalities such as:

• Use of artificial intelligence (AI) for software development (“Build AI”);

• Use of artificial intelligence (AI) within the logic of digital business workflows or applications (“Business AI”), e.g., for text processing and similar use cases.

The Advanced AI Cloud Services are provided exclusively to existing Simplifier licensees.

2. Scope of Application

2.1 These Terms apply in the version valid at the time of use (e.g., when accessing the application).

2.2 These Terms are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

2.3 They govern the use of the Simplifier AI Cloud Services and set out the conditions under which customers may use these services. They also apply to the provision of updates, upgrades, extensions and other modifications to the content offered.

2.4 We reserve the right to amend these Terms at any time with effect for the future where this is required for compelling reasons. Compelling reasons include, in particular, changes in the legal framework or supreme court case law, technological developments, new organisational requirements, or changes in market conditions.

2.5 By purchasing and using the Advanced AI Cloud Services, you (“Customer”, “you” or “your”) agree to be bound by these Terms.

2.6 Where services are provided free of charge, we are entitled at any time to change or discontinue such services and to adjust these Terms accordingly.

2.7 These Terms apply exclusively. Any deviating, conflicting or supplementary terms and conditions of the Customer or of third parties shall not become part of the contract unless we have expressly agreed to their applicability in writing.

2.8 Right to Object: The Customer has the right to object to changes to these Terms within 30 days after notification in text form. In the event of an objection, the contract shall continue under the previous terms. The objection must be declared in writing or electronically (e.g., by e‑mail). If no objection is raised within the aforementioned period, the changes shall be deemed accepted.

3. Conclusion of Contract

3.1 Registration in the Makers Club: The Customer must first register free of charge in the Simplifier Makers Club in order to create an online account. This registration is required to obtain access to the Advanced Simplifier AI Cloud Services.

3.2 Login to the Makers Club: After registration, the Customer must log into its Makers Club account using its access credentials. Only upon successful login will access to the advanced functionalities and services of the Simplifier Makers Club be enabled.

3.3 Conclusion of a Service Use Agreement: In the next step, the Customer must conclude an active service use agreement for each of the desired Advanced AI Cloud Services. Use of the respective Cloud Services is only possible with a valid agreement.

3.4 License Refresh: After conclusion of the service use agreement, an authorised person of the Customer, such as a Simplifier administrator, must perform a one‑time license refresh using the “Refresh License” function. Only by performing this license refresh will the use of the Cloud Services be activated.

3.5 Activation of Use: As soon as the license refresh has been successfully completed, the use of the respective Advanced AI Cloud Service is activated and may be used by the Customer.

4. Billing

4.1 Individual usage transactions within the AI Cloud Services are billed in euros (EUR).

4.2 You pay exclusively per usage transaction after receipt of the service (pay‑per‑use).

4.3 Before conclusion of a contract for the use of a service, the applicable price will be displayed and will be invoiced monthly in arrears based on actual consumption. Invoices are due and payable immediately upon receipt without deduction.

4.4 The then current prices per unit of use can be viewed at any time in the Makers Club Marketplace. Prices are quoted exclusive of value‑added tax. VAT will be charged on the invoice at the applicable statutory rate. Invoices are provided to the Customer exclusively in electronic form, either by e‑mail or via the Customer account in the Simplifier Makers Club. There is no entitlement to postal delivery.

4.5 Discounts are non‑refundable, non‑transferable, and have no cash value outside the platform.

4.6 You undertake to provide correct and up‑to‑date payment information for each payment. You further acknowledge that separate terms of use or general terms and conditions of the payment service providers engaged by us may apply to payment processing. These must be reviewed and accepted before using the respective payment method.

4.7 Payment Default: In the event of default in payment, we are entitled to charge default interest at a rate of 9 percentage points above the base interest rate of the European Central Bank. We reserve the right to assert further default damages. If payment is not made even after a payment reminder or dunning notice, we reserve the right to suspend access to the Advanced AI Cloud Services until all outstanding amounts have been paid in full. The Customer shall bear the costs of reminders and collection, including attorneys’ fees.

4.8 Price changes will be announced at least 30 days in advance.

5. Technical Requirements

5.1 Minimum System Requirements: To use the Advanced Simplifier AI Cloud Services, the Customer must use at least Simplifier version “Makers Choice 25‑05” or a higher version. This version or higher ensures that all relevant functionalities and security standards required for the use of the services are available.

5.2 License Refresh: After each update of the Simplifier platform, the Customer undertakes to use the “Refresh License” function to ensure that its license is up to date and that the necessary updates for using the services are integrated.

5.3 Active Service Use Agreement: The Customer must have an active service use agreement for the Advanced Cloud Services. Without such an agreement, the corresponding services cannot be used.

6. Account Responsibility

6.1 Online Account in the Simplifier Makers Club: To conclude a service use agreement for the Advanced Simplifier AI Cloud Services, creation of an online account in the Simplifier Makers Club is required. This account is managed via the authentication service “MyID”, which is responsible for login, verification and management of your user data as well as for authentication when using the services.

6.2 You undertake to keep your login credentials (username and password) and all other authentication data managed by MyID confidential and not to disclose them to any third party. You are responsible for all activities carried out via your account.

6.3 You are responsible for the security of your account and for protecting it against unauthorised access.

6.4 The right to use the Cloud Services arising from the online account in the Simplifier Makers Club is not transferable to third parties. The online account may not be made available to any other person or used on behalf of or under the name of another person. As the Customer, you are generally liable for all activities carried out using your online account. You shall not be liable if you are not responsible for the misuse of your online account because you have not breached any existing duties of care.

7. Termination and Suspension

7.1 We reserve the right to suspend or terminate your access if fraudulent activities, payment default or breaches of these Terms are identified.

7.2 You have the right to terminate your online account in the Simplifier Makers Club at any time without observing a notice period. Termination may be carried out online via the Simplifier Makers Club and will immediately end access to the terminated service.

8. Limitation of Liability

8.1 We do not warrant uninterrupted availability of the services and shall not be liable for losses resulting from service interruptions.

8.2 We shall be liable for slight negligence only in the event of a breach of material contractual obligations. Material contractual obligations are those obligations which we are specifically required to perform according to the content and purpose of this contract and its amendments, whose fulfilment is essential for the proper performance of this contract and on the observance of which you as the Customer regularly rely and may rely. Technical uninterrupted availability of the services offered is not a material contractual obligation under this contract. Except in cases of injury to life, body or health, liability is limited to the typical foreseeable damage which we had to expect at the time of conclusion of the contract based on the circumstances then known.

8.3 The Customer shall indemnify and hold us harmless from and against all claims asserted by third parties arising from unlawful use of the Cloud Services by the Customer or with the Customer’s approval, in particular in case of infringements of statutory provisions, third‑party rights (e.g. copyright, data protection or trademark rights) or these Terms. This also includes the reasonable costs of legal defense. In such cases, the Customer is obliged to provide us without undue delay, truthfully and in full, with all information required for the defence.

9. Governing Law and Place of Jurisdiction

9.1 These Terms are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is Würzburg, Germany. We, however, reserve the right to bring an action at the Customer’s general place of jurisdiction.

9.3 The place of performance for all contractual obligations, including payments and the delivery of digital content, is Würzburg, Germany.

10. Data Protection

10.1 The protection of your personal data is of the utmost importance to us. Your data is processed in compliance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

10.2 In the context of the use of the Advanced Simplifier AI Cloud Services, we process personal data to the extent necessary for performance of the contract (Article 6(1)(b) GDPR), for the purposes of legitimate interests (Article 6(1)(f) GDPR), or on the basis of your consent (Article 6(1)(a) GDPR).

10.3 The personal data processed includes, in particular, login data (e.g., username, e‑mail address), usage data (e.g., logins, access to cloud functions) and payment information. This data is processed exclusively for the purposes of contract execution, technical provision of the services and billing.

10.4 Disclosure of your personal data to third parties takes place only within the framework of the statutory provisions, for example to payment service providers or IT service providers engaged by us who process the data on our behalf as processors pursuant to Article 28 GDPR.

10.5 You have the right at any time to obtain access to, rectification or erasure of, restriction of processing of, as well as data portability with respect to your personal data in accordance with the statutory provisions. You are furthermore entitled to object to certain processing activities and to lodge a complaint with a supervisory authority.

10.6 Further information on the processing of personal data, on the service providers used and on your rights can be found in our Privacy Policy, which is available at any time on our website and in the Simplifier Makers Club.

11. Contact Information

For questions or support, please contact us via our Support Portal.