General Terms and Conditions - Scientific.

Version 2.2.0, 23 October 2026

1 Content

The provider of deliveries or services under these “General Terms and Conditions - Scientific” is cortEXplore GmbH with its head office at Technologiepark 17, A-4320 Perg, hereinafter referred to as “CX”.

1.1 Scope of contract and validity

These “General Terms and Conditions - Scientific” apply to all deliveries and services of cortEXplore GmbH (hereinafter referred to as the “CX” or the “Seller”) equally to the extent that the parties to the agreement have not agreed other terms and conditions expressly and in writing.

All orders and agreements/contracts shall only be legally binding insofar as these are signed in writing with the legally binding signature of the company of CX and shall only obligate to the extent stated in the acceptance of order. Purchase conditions of the Customer shall herewith be excluded for the respective legal transaction and the entire business relationship if they are in contradiction with these “General Terms and Conditions - Scientific”.

For the contract of purchase the order confirmation shall prevail only. In addition to arrangements of any kind and any subsequent changes are valid if this is confirmed in writing by CX.

1.2 Scope and assessment

The subject matter of an order may be:

Delivering hardware and software solutions. The software may be pre-installed on the delivered hardware or can be downloaded from CX’s homepage.
Requesting usage rights of free licenses (demo versions) as described in 6.1.
Purchasing usage rights of software products as limited-term licenses (paid annually in advance) or lifetime licenses as described in 6.2.
Purchasing permissions to use copyrighted products.
Maintenance (Hardware: during warranty period, Software: updates during the license period or for the update period stated in the offer).
Miscellaneous services such as delivery, installation and training as outlined in the offer of CX.

The Customer shall accept the respective system of software and hardware components by signing an acceptance protocol directly after installation with representatives of CX. In any case, the system and all other delivered items shall be considered as accepted should it be used in real operation by the Customer or four weeks after delivery at the latest.

Change request of Customer after contract signature/purchase order may lead to separate schedule and price agreements. Further training and explanations requested by the Customer shall be invoiced separately.

The Customer is informed that the CX software uses open-source components for its operation. These open-source components are listed in the folder lib\Licenses of the installation directory, together with the full text of each applicable license. The client expressly agrees to the use of these open-source components in connection with the operation of the software and undertakes to observe the license conditions reproduced when using, processing and passing on the open-source components.

2 Contractual use of the product

The offered products are not provided for diagnosis and treatment, and they are not medical devices. The offered products are for scientific use only and the Customer explicitly warrants and undertakes to use them for the foreseen range of application.

3 Prices, taxes and fees

All prices shall be calculated in Euros without VAT.

All prices are calculated based on EXW Perg, Austria, Incoterms 2020; the costs for special packaging, loading, transportation, installation and acceptance testing and transport insurance, if any, shall be borne by the Buyer. Offers are valid for two (2) months. The Seller is entitled to adjust the price in case the period of time between contract conclusion and delivery date agreed is longer than two (2) months, and relevant cost elements (especially prices of raw materials and transportation) have changed to a reasonable degree. The Seller may, however, also adjust the price in case the Customer has, after conclusion of the contract, demanded adjustments in delivery date, quantity, or quality of the good or services.

Costs for travel expenses, daily and accommodation allowances in connection with delivery, installation, acceptance testing and training of the Customer’s staff shall be separately invoiced to the Customer at the respectively valid rates. Travel time shall be considered working hours and will be invoiced accordingly. The Customer is responsible for import taxes, fees and customs duties in connection with the purchased goods and services.

CX is entitled to adjust the annual license fee with effect from the start of the next annual period, subject to at least two (2) months’ prior written notice to the Customer. In this case the Customer may terminate the license by written notice within one (1) month of receiving the notice, with effect from the end of the current annual period.

4 Delivery

Unless otherwise agreed in writing, all deliveries shall be EXW Technologiepark 17, A-4320 Perg (Incoterms 2020). CX may organize the transport of the products to the Customer by order, at the risk and for the account of the Customer.

CX shall be entitled to carry out part or advance deliveries and to present partial invoices for such partial and advance deliveries consisting of several units and/or programs. Unless explicitly agreed otherwise in writing, agreed delivery dates and deadlines are always considered to be only approximate; (exceeding or falling short of these dates by up to 30 working days is, however, deemed to be on time).

It is expressly agreed and understood that any information given by phone is not binding on CX but only an indication.

Moreover, in the case of delayed payments, or the introduction of bankruptcy or insolvency proceedings for the Customer’s assets, CX shall, at its own discretion, be entitled to retain all deliveries and services.

5 Payment

The invoices issued by CX (incl. VAT) shall be paid within 30 days of receipt of the invoice without deductions and free of charges. In case of partial invoices, the payment conditions agreed upon for the entire order shall apply accordingly.

The payment is deemed the day on which the amount is irrevocably credited to the available in an account of CX, IBAN: AT15 2033 4010 0022 8732, SWIFT: SMWRAT21XXX. CX only accepts bank wire transfers.

In the case of a delay in settlement of a due payment, the Buyer must pay the Seller interest in accordance with § 456 UGB. Associated fees and charges of any kind are payable by the Buyer. Moreover, in the case of delayed payments, or the introduction of bankruptcy or insolvency proceedings for the purchaser’s assets, the Seller shall, at his own discretion, be entitled to retain all deliveries and services, to withdraw from all unfulfilled parts of the contract or to or to supply any outstanding services only with payment in advance or with security without having to grant a period of grace before. All other rights of the Seller remain unaffected thereof.

Non-compliance with the agreed payments shall entitle CX to stop ongoing work and to withdraw from the contract. The Customer shall bear all expenses related to this as well as loss of profit of CX.

The annual licences shall be paid for in full in advance for the entire licence period. Subsequent renewals of annual licences shall be paid due to the agreed interval. If the client is in default of payment, CX is entitled to claim default interest as well as a further lump sum in the amount of 1% of the purchase price, unless the client proves that no or lower damages have been incurred. The interest shall amount to 9.2 (nine point two) percentage points above the respective base rate of Austria. If CX can prove a higher damage caused by delay, CX is entitled to claim this without prejudice. Any lump sum already claimed according to this provision shall be set off against the claim for damages.

If the Customer is in default of acceptance or violates other duties to cooperate, CX is entitled to claim the damages incurred by CX, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the subject matter of the contract shall also pass to the client at the point in time at which the client is in default of acceptance.

5.1 Retention of title

The Seller retains all rights of ownership of the goods supplied until complete payment of the purchase price. Resale of retained goods shall only be possible with the Seller’s written consent. The Buyer shall, however, assign all claims arising out of such resale of the goods to the Seller. Assertion of the reservation of ownership by the Seller does not imply any withdrawal from the contract, except if otherwise expressively stated. In case goods have to be returned to the Seller, the Seller shall have the right to invoice the Buyer all transport and manipulation expenses incurred. In the event of claims by third parties on the goods subject to retention of title, in particularly in the case of attachment, the Buyer shall state that such goods are property of the Seller, and notify the Seller without delay. The Buyer shall take the full risk for the retained goods, in particular for its destruction, loss or deterioration.

6 Forms of license acquisition

6.1 Free licenses

The Customer has the option of receiving a free trial version limited to 14 days before having the option to bindingly ordering one of the aforementioned licenses subject to a charge as described in 6.2. If no order is placed, the USB hardlock dongle has to be returned to CX within 30 days after the expiration of the free trial version. If the USB hardlock dongle is not sent back within this period, CX is entitled to charge 100 Euros as a compensation.

6.2 Limited-term and lifetime licenses

Limited-term licenses are available to the Customer for the term stated in the offer and invoice (one (1) to n years), structured in annual periods. A limited-term license is automatically renewed for a further annual period unless written termination notice is sent at least one (1) month prior to the expiration date. Lifetime licenses include updates and support for the period stated in the offer. Details of both license models are set out in the End User License Agreement.

6.3 Upgrades and Updates

License holders of a CORTEXPLORER SCI license receive program updates (bug fixes, security patches and minor updates) within the purchased program version free of charge. If updates are available, they can be downloaded as an installer from the customer area of the cortEXplore website (https://www.cortexplore.com/members/downloads/).

CX is entitled to create updates of the software at its own discretion.

6.4 Support fees

The purchase of a software license includes the support of CX for a maximum of 20 hours per year and for one work-group/laboratory of up to 4 persons. In case another work-group/laboratory uses the license and requests support, additional support fees may apply.

7 Activation of the software

Upon purchase of a CORTEXPLORER SCI licence, the Customer will receive a licence key stored on a USB hardlock device. This key enables to user to start the software with the purchased licence rights.

In order to use the software, this USB hardlock dongle must be connected to the CORTEXPLORER SCI system. Licenses are activated, renewed and extended with a license update file that CX provides for the Customer’s specific USB hardlock dongle. The Customer downloads the update file from the CX storage portal (storage.cortexplore.com, login required) and runs it on a computer to which the dongle is connected. Neither the software nor the update file requires an internet connection, and no data is transmitted to CX in this process.

The portable licence is installed directly on a USB hardlock dongle and may be used on any changing computers. A portable licence binds the software firmly to a specific USB hardlock dongle and thus makes the CORTEXPLORER SCI licence a physical object. In the event of loss, theft, or other misplacement of the USB hardlock dongle or in the event of damage, the software is therefore no longer usable. In case of a damage, the affected USB hardlock dongles can be returned to cortEXplore for replacement – hardware and shipping costs are forwarded to the Customer.

8 Copyright and usage

After payment of the price agreed, CX shall grant the Customer a non-exclusive, non-transferrable, non-sublicensable right to use the software with the USB hardlock dongle issued to the Customer to the extent of the purchased licenses. CX shall retain all other rights.

The Customer shall be permitted to make copies for archiving and data security purposes only subject to the condition that the software contains no express ban of the licensor or a third party, and that all copyright and ownership notices shall be transferred to the copies without alteration.

Should CX provide the Customer with software, whose licensee is a third party (e.g. standard software by Microsoft), the right of usage shall be provided by the license conditions of the licensee (manufacturer, e.g. Microsoft).

The Customer agrees to respect the intellectual property rights of CX and shall indemnify and hold harmless CX against any and all claims of infringement of any intellectual property right, if the infringement was (i) the result of use of the purchased goods and serviced outside the agreed use by Customer and/or (ii) was the result of the CX’s compliance with the Design or Instructions of the Customer, and (iii) the Customer’s own breach of the license terms of open-source components.

Customer agrees that, as to all inventions and improvements in such designs, drawings, processes, compositions of material, specifications, software, mask works or other technical information made or furnished by CX in connection with the items or services covered by this agreement/Contract, shall be kept confidential and shall become the property of CX. Customer will support CX to obtain any patent, trademark, copyright, trade secret, mask work right or other proprietary right pertaining to the inventions or improvements.

The Customer is not entitled to the transfer and use of the source code of the software. This does not apply to open-source components whose license terms entitle the Customer to their source code; for these, the source code is provided on request as described in the file WrittenOffer.txt in the folder lib\Licenses.

The Customer may not alter or remove any copyright, trademark, proprietary or other notices affixed to the data carriers, in the program or on the documentation. The symbols integrated in the software may only be used within the framework of the normal, contractual use of the software. The separate use or exploitation of the symbols is expressly prohibited.

The Customer is not entitled to reconstruct (reverse engineering), decompile or disassemble the software product. However, this shall only apply to the extent that the applicable law, notwithstanding this limitation, does not expressly permit such a possibility. Rights granted by the license terms of open-source components contained in the software remain unaffected. The software product is licensed as a single product. The Customer is not entitled to separate its components in order to use them on more than one computer.

Notwithstanding any other rights, CX shall be entitled to revoke the Customer’s rights of use if there is a serious breach of the terms and conditions of this Agreement. In this case the client is obliged to destroy all copies of the software product and its components or to hand them over to CX. The client shall confirm this by e-mail.

9 Termination

CX may terminate an agreement/Contract with immediate effect in writing a) in case of a substantial breach by Customer of the obligations arising out of the Contract, or b) in case of exceptional circumstances justifying the earlier termination, such as bankruptcy, moratorium, receivership, liquidation or any kind of arrangement between debtor and creditors, or any other circumstances which are likely to affect substantially one party’s ability to carry out its obligations under this agreement/ Contract, or c) in case of hardship for CX as outlined below.

9.1 Hardship

If the continued performance of its contractual duties has become excessively onerous to CX due to an event beyond its reasonable control which it could not reasonably have been expected to have taken into account at the time of the conclusion of the contract; and that it could not reasonably have avoided or overcome the event or its consequences, the parties are bound, within a reasonable time of the invocation of this Clause, to negotiate alternative contractual terms which reasonably allow to overcome the consequences of the event. If no agreement on alternative contractual terms cannot be reached, CX is entitled to terminate the Contract in accordance with this General Terms and Conditions.

Upon any termination all amounts to be paid to CX under the agreement/Contract for costs incurred and services rendered prior to that date shall be immediately due and payable.

It shall only be possible for the Customer to cancel an order with written consent of CX. Should CX agree to cancelation of an order, they shall be entitled to charge a cancellation fee to the amount of 30% of the overall project order value not yet invoiced in addition to the services already rendered and costs incurred. This does not apply to the termination of a license by the Customer under Section 6.2 or under the End User License Agreement.

9.2 Force Majeure

Force majeure events, such as work conflicts, natural disasters, epidemic, transport bans and customs processes, as well as other circumstances outside of the influence of CX, shall release CX from their obligation to delivery and/or shall allow them either to determine a new delivery deadline or to terminate the agreement and to invoice all costs incurred prior to such termination.

10 Liability - Warranty / Damages / Product Liability

10.1 Warranty (Gewährleistung)

CX warrants that the system fulfils the functions according to the respective documentation insofar as the system is used as stipulated in the contract and instructions for use.

Any defects, that is to say, deviations from the performance description /acceptance protocol in writing, shall be reported to CX in written form and with sufficient documentation by the Customer; CX shall make reasonable efforts to quickly rectify the defects. Should substantial defects, which are reported in writing, occur, i.e. real operation cannot be started or continued, new acceptance shall be necessary after rectification of defects.

Warranty claims shall lapse after twelve (12) months from delivery of goods and services.

Prerequisites for error correction shall be that:

The Customer sufficiently describes the error in an error message and that this is definable for CX.
The Customer provides CX with all documents necessary for the correction of the error.
The Customer or an affiliated third party has not interfered with the system.
The system is used according to the designated conditions of use as stipulated in the documentation.

With regard to warranty, rectification shall, in any case, prevail over price reduction or redhibitory action. Should a notice of defects be justified, the deficiencies shall be rectified within an adequate period, in which the Customer shall enable CX for all measures necessary for examination and rectification.

CX shall, free of charge, implement corrections and additions, which become necessary due to organisational and technical defects of the programme, until transferral of the agreed services, only if they are attributable solely to CX.

The Customer shall bear the costs for assistance, incorrect diagnosis, correction of errors and emergency maintenance attributable to the Customer as well as other corrections, changes and additions. This shall also apply to rectification of deficiencies, should the Customer or a third party make programme changes, additions and other interferences.

Furthermore, CX shall not be liable for errors, disruptions or damage caused by improper use, changes in components of the operating system, interfaces or parameters, the use of inadequate organisational means or data storage media (as far as these are required), abnormal operating conditions (particularly deviations of installation and storage conditions).

The Customer shall lose any warranty from CX for programmes or systems that are retrospectively changed by in-house engineers or third parties.

The Customer shall not be entitled to refuse acceptance of the system due to unsubstantial defects.

Should it become obvious during the course of work that fulfilment of the order, according to the performance description, is actually or legally impossible, CX shall immediately notify the Customer thereof. Should the Customer not adapt the performance description accordingly and/or not create conditions that make possible fulfilment, CX may refuse fulfilment. Should the inability of fulfilment be caused by default of the Customer or by a retrospective change of the performance description by the Customer, CX shall be entitled to withdraw from the contract. The Customer shall reimburse CX any costs and expenses incurred for the work of CX so far as well as for possible disassembly costs.

10.2 Damages (Schadenersatz)

To the extent allowed by applicable law, CX shall only be liable to the Customer for damages (i) CX verifiably causes in cases of gross negligence and wilful misconduct and (ii) which arise to the object of delivery itself. The Seller is therefore not obliged to pay damages to the Buyer for damage to items which are not objects of the contract, for loss of profits or for any other consequential damages howsoever caused. The liability of the Seller shall generally be limited to the typical, foreseeable damage and to the amount of the relevant purchase price of the respective good(s). This shall also apply mutatis mutandis to damage caused by third parties brought in by CX. These limitations do not apply to bodily injury or death caused by CX, to liability for intent or gross negligence in connection with data-related obligations, or to liability that cannot be excluded or limited under mandatory law.

Damage claims shall expire after six months from knowledge of damages and damaging party, but in any case after one year from passing of risk (for software: from delivery).

If an order is carried out according to the Buyer’s design specifications, drawings or models, the Seller’s liability does not extend to the correctness of design and only to the conformity of the design to the buyer’s specifications.

The Buyer must indemnify and hold harmless the Seller if any claims are asserted by third parties against the Seller due to an infringement of protective rights of third parties.

To the extent allowed by applicable law, liability for indirect damage, e.g., loss of profit, costs related to interruptions, data losses or claims of third parties, shall be expressly excluded.

10.3 Product Liability (Produkthaftung)

Claims under the Austrian Product Liability Act (PHG) remain unaffected.

11 Severability

Should any clause of this Contract be or become invalid, this shall not affect the validity of remaining subject matter of the Contract. The contractual partners shall cooperate in order to find a regulation which comes as close as possible to the intention of the invalid clauses.

11.1 Applicable Law and Jurisdiction/Arbitration

The Contract (and these General Terms and Conditions) are subject to substantive Austrian Law excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (1980) / UN Kaufrecht.

For Customers based within the European Union or an EFTA State the designated court of jurisdiction shall be the appropriate competent court in Vienna, Austria. All disputes arising out of or in connection with contracts with Customers based outside of the European Union or EFTA State shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules. The place of arbitration shall be Vienna, Austria.

11.2 Data Protection

Responsible handling of personal data is essential for CX and he is particularly obliged to maintain and protect the privacy of his Customers, business partners and employees and process all data in accordance with the applicable legal provisions, in particular the Austrian Data Protection Act (“DSG”), the EU General Data Protection Regulation (“DSGVO”) and the Telecommunications Act (“TKG”).

Personal data are processed by the Seller to ensure order processing, to intensify the business relationship and to fulfil legal obligations. Under no circumstances will the client’s data collected be sold or otherwise marketed. Recipients of personal data are named in our privacy policy (https://www.cortexplore.com/privacy/).

Upon conclusion of a contract, all data from the contractual relationship will be stored until the expiry of the tax retention period (7 years). The data name, address, purchased goods and date of purchase are also stored until the product liability expires (10 years). The data processing takes place on the basis of the legal provisions of § 165 Para. 3 TKG 2021 as well as Art 6 Abs 1 lit a (consent) and / or lit b (necessary to fulfil the contract), lit c (legal obligation, in particular the retention periods) and lit f (legitimate interest, product liability period) of the GDPR.

With regard to the data stored by the CX, the Customer generally has the right to information, correction, deletion, restriction, data portability, revocation and objection. Questions or concerns or possible violations of data protection law or data protection claims of the client are to be addressed to office@cortexplore.com. In addition, the principles as outlined on our website https://www.cortexplore.com/privacy/ are applicable. The Customer also has the right to lodge a complaint with the Austrian Data Protection Authority (www.dsb.gv.at).

The End User License Agreement of the respective software version prevails over these General Terms and Conditions where they conflict. Earlier versions of these terms are available on request from office@cortexplore.com.