General Terms and Conditions

Schulgasse 22, 2540 Bad Vöslau, Austria · Commercial Register (Firmenbuch) number FN 689332 z · Commercial Register court: Regional Court (Landesgericht) Wiener Neustadt · Managing directors: Magdalena Hutz and Leon Geywitz, each with sole power of representation · Contact: info@praisumer.com · Version: 8 October 2026

These GTC exclusively govern the B2B relationship between Praisumer and coaches. Contracts for coaching services or digital offerings are concluded between the respective coach and their end customers; Praisumer provides the technical platform for this purpose and, where agreed, the technical payment processing.

§ 1 Scope, Contracting Parties and Definitions

(1) These General Terms and Conditions (“GTC”) apply to all contracts between praisumer GmbH, Schulgasse 22, 2540 Bad Vöslau, Austria, Commercial Register number FN 689332 z, Commercial Register court Regional Court Wiener Neustadt, represented by the managing directors Magdalena Hutz and Leon Geywitz, each with sole power of representation (hereinafter “Praisumer”), and coaches, trainers or comparable entrepreneurs (Unternehmer:innen) within the meaning of § 1 UGB (Austrian Commercial Code) (hereinafter “coach”) concerning the provision and use of the technical SaaS/white-label platform Coach2AI and related services.

(2) The GTC apply exclusively in relation to entrepreneurs. praisumer does not conclude contracts with consumers on the basis of these GTC. By concluding the contract, the coach confirms that they are acting in the exercise of their commercial or self-employed professional activity.

(3) “Platform” means the technical SaaS/white-label platform Coach2AI, including the modules, user interfaces, interfaces, administrative functions and AI functionalities agreed in each case. “End users” means persons to whom the coach enables access, via the platform, to an AI assistant based on the coach’s content or to other platform functions.

(4) “Customer content” means all data and content provided or generated by the coach, by the coach’s end users or on the coach’s behalf, in particular texts, documents, files, audio recordings, images, videos, prompts, chats, configurations, brand elements, knowledge bases, calendar data, memory data and other information. “AI outputs” means automatically generated responses, suggestions, summaries, analyses or other results of AI-supported functions.

§ 2 Conclusion of Contract, Incorporation and Order of Precedence

(1) A contract is concluded exclusively through an individual offer by praisumer and its acceptance by the coach, or through the acceptance by praisumer of an individual offer by the coach. General descriptions on websites, in presentations or in other documents are non-binding unless they are expressly designated as a binding offer.

(2) The version of these GTC designated in the individual offer is made available to the coach electronically, or sent as an attachment, before the coach submits their contractual declaration. The version designated in the offer is authoritative. The coach is given the opportunity to save and print the GTC.

(3) In the event of contradictions, the following order of precedence applies: (a) the individual offer, including any expressly incorporated special agreements, (b) the service or plan description designated therein and (c) these GTC. A data processing agreement (Auftragsverarbeitungsvereinbarung, “DPA”) takes precedence insofar as it governs obligations under data protection law relating to processing by a processor.

(4) Individual prices, the remuneration model, user numbers, usage and storage limits, scope of functions, integrations, term, termination arrangements, trial periods and other performance-related parameters are set out exclusively in the respective offer.

§ 3 Subject Matter and Scope of Services

(1) praisumer provides the coach with the platform as a technical software-as-a-service solution for the agreed term. The specific scope of services is determined by the offer and the service or plan description referenced therein.

(2) Where agreed, the platform may in particular include an AI chat, white-label and branding functions, knowledge bases, uploads by the coach and end users, file, image and audio processing, memory and personalization functions, progress and usage-context functions, user and role management, calendar integrations, interfaces, and support and administration functions. Memory is a standard product component unless expressly provided otherwise in the offer.

(3) Calendar integrations, external interfaces and third-party functions are owed only insofar as they are expressly included in the offer. praisumer assumes responsibility for the availability, functioning, security and contractual terms of third-party services only within the scope of its own statutory and contractual obligations.

(4) praisumer owes the technical provision of the agreed platform functions, but not any particular economic success, a particular number of end users, a particular revenue development, a particular quality of responses or a particular behavior of AI outputs.

§ 4 Role of praisumer and Responsibility of the Coach

(1) praisumer is exclusively a technical platform provider. praisumer does not provide any coaching, training, fitness, nutrition, health, mental health, therapy, diagnostic, medical treatment, psychological, legal, tax, financial or other professional advisory services for the coach or end users.

(2) The coach remains the sole provider of their services to end customers and the party professionally responsible for them. In particular, the coach determines prices, offerings, service promises, content, methods, recommendations and products. The coach is responsible for end-customer terms and conditions, pre-contractual consumer information, rights of rescission and withdrawal (Rücktritts- und Widerrufsrechte), invoicing, taxes, refund decisions, complaints, professional licenses, consents, legal bases and information obligations.

(3) The coach ensures that end users do not gain the impression that praisumer is the provider of the coach’s professional services or undertakes a professional review of the coach’s content. The coach informs their end users clearly about the contracting party, the use of AI, the roles under data protection law and the relevant complaint channels.

(4) praisumer’s own technical, data protection and other mandatory obligations remain unaffected by the foregoing delineations.

§ 5 AI Functionalities and AI Outputs

(1) AI functionalities process inputs automatically and probabilistically. AI outputs may be incorrect, incomplete, misleading, outdated, biased, unsuitable or entirely fabricated. Even AI outputs generated on the basis of customer content are not always complete or error-free.

(2) praisumer gives no guarantee for the accuracy, completeness, timeliness, availability or fitness for a particular purpose of AI outputs. Erroneous AI outputs do not in themselves constitute a defect, provided that the platform substantially provides the agreed technical function.

(3) The coach establishes appropriate human review, approval, escalation and documentation processes. Important decisions must not be based exclusively on AI outputs without review. In particular, the coach must not present AI outputs, without review, as a professional or binding decision, diagnosis, recommendation or commitment.

(4) Praisumer designs the platform so that end users are informed in a clear and distinguishable manner, at the latest at the first material interaction, that they are interacting with an AI system and that AI outputs may be erroneous. The coach must not remove, obscure or misleadingly alter this notice and supplements it with the information required for their specific offering. For regulated areas of use, § 8 additionally applies.

(5) Each party takes appropriate measures within its area of responsibility to promote, among its employees and other persons involved on its behalf in the operation or use of the AI functions, a level of AI literacy appropriate to the respective context of use.

§ 6 Customer Content, Rights of Use and Indemnification

(1) As between the parties, customer content remains with the coach or the respective rights holders. For the term of the contract, the coach grants praisumer the non-exclusive, worldwide, sublicensable rights, limited to the purpose of the contract, to store, reproduce and index customer content, to create embeddings, and to technically adapt, process, transmit and make customer content accessible to authorized users, insofar as this is necessary for operation, hosting, AI processing, memory, personalization, support, security, error analysis and performance of the contract.

(2) The coach warrants that they have all rights, consents, approvals and legal bases required for the use of the customer content. In particular, the coach ensures that customer content and its upload, processing and use via the platform do not violate any third-party rights, data protection regulations, professional rules, confidentiality obligations, statutory prohibitions or orders of public authorities.

(3) The coach indemnifies praisumer upon first demand against justified third-party claims based on a breach of paragraph 2, on the coach’s professional services, offerings, content or user relationships, or on the coach’s use of the platform, including reasonable costs of legal defense. The prerequisite for this is that praisumer informs the coach without undue delay, leaves the defense to the coach to an appropriate extent and supports the coach appropriately. Mandatory rights of the coach remain unaffected.

§ 7 No General Model Training

(1) Praisumer does not use customer content, personal data, chats, inputs, uploads or AI outputs to train general AI models of Praisumer or of third parties.

(2) Customer content and personal data are also not used for cross-tenant product improvement, evaluation or any other purposes of Praisumer’s own.

(3) This does not affect technically necessary processing for the provision of the agreed platform functions, in particular hosting, storage, indexing, creation of embeddings, AI inference, memory, personalization, support, security and error analysis in accordance with the main contract and the DPA.

§ 8 Permitted Use and Special Risk Areas

(1) The coach may use the platform only to the agreed extent, lawfully, in a secure manner and in compliance with the rights of third parties. In particular, the coach must not introduce malware, circumvent security measures, enable unauthorized access, disseminate unlawful or discriminatory content, or, without authorization, reproduce or decompile platform components or use them to develop competing services, unless this is mandatorily permitted by law.

(2) The coach must not use the platform for abusive, unlawful or third-party-rights-infringing purposes, or for regulated purposes that have not been approved. This applies in particular to medical, psychotherapeutic, mental health, legal, tax, financial, insurance, personnel decision-making, security or other high-risk applications, unless all relevant statutory, professional regulatory and organizational requirements are met, appropriate human oversight is ensured and praisumer has approved the use in advance in text form (Textform).

(3) The platform is intended exclusively for end users aged 18 and over. The coach must not enable persons under 18 years of age to access the platform and ensures that corresponding information or an age confirmation is provided in the joining or registration process.

§ 9 Data Protection and Commissioned Data Processing

(1) Insofar as praisumer processes personal data of end users, prospective customers or other persons exclusively on behalf of the coach and in accordance with the coach’s documented instructions, praisumer acts as a processor. Before such processing begins, the parties conclude a separate DPA pursuant to Art. 28 GDPR.

(2) In these cases, the coach remains the controller and is responsible in particular for legal bases, transparency obligations, consents, data subject rights, records, instructions, permissible storage periods and the configuration of the platform.

(3) praisumer processes its own contract, billing, support, security, abuse-prevention, administration and legally required data as an independent controller, insofar as praisumer itself determines the purposes and means of such processing and the processing is permissible under data protection law.

(4) Health data and other special categories of personal data may only be processed if this is covered by the agreed scope of services and by the DPA. End users can provide health information only actively, as a text entry, screenshot or file; there is no direct connection to Apple Health or comparable health services. Before the processing, the coach ensures that explicit consent pursuant to Art. 9(2)(a) GDPR is obtained and must be able to prove the data subject, the content, the time and any withdrawal. As long as the platform does not provide complete technical proof of consent, the coach keeps equivalent proof outside the platform. Without demonstrable consent, the function must not be used for health data.

(5) The platform does not grant the coach general access to individual chat histories of their end users. Insofar as analysis functions are agreed, the coach receives exclusively aggregated or summarized insights, topics or progress information within their own tenant. No cross-coach or cross-tenant evaluation of end-user data takes place. Statutory data subject rights and support services under the DPA remain unaffected.

§ 10 Sub-processors, Data Locations and Third-Country Transfers

(1) Praisumer uses the sub-processors and AI service providers listed in Annex 5 to the DPA. The list of sub-processors applicable at the time the contract is concluded and incorporated into the contract is authoritative.

(2) The coach is notified in text form of the engagement or replacement of a sub-processor at least 15 days before it takes effect. The coach may object for good cause (wichtiger Grund) relating to data protection law. The further procedure is governed by the DPA.

(3) Data locations, third-country transfers and transfer mechanisms are set out in the DPA and its Annex 5. A change of the model provider used takes place only in accordance with the information and objection procedure set out therein. Zero Data Retention is not assured as an existing or owed configuration unless this is expressly agreed in the offer.

§ 11 Support, Login-as, Availability and Maintenance

(1) praisumer handles support requests appropriately via support@praisumer.com or any support channel that may have been agreed. Fixed response or restoration times are not owed unless an SLA is expressly agreed in the offer. Support does not include individual professional advice, legal review, data cleansing or the creation of customer content.

(2) Insofar as necessary for a specific authorized support, maintenance, security or error-analysis purpose, authorized employees of praisumer may technically access a coach account or tenant account (“Login as”). Access is purpose-bound, limited to the extent necessary, as a rule read-only insofar as technically possible, and takes place only on the basis of a support request or an otherwise documented reason.

(3) Changes within an account are permitted only insofar as they are necessary for the requested support, troubleshooting, maintenance or averting a threat. Login-as access and support actions must be logged in a traceable manner, in particular with the accessing person or technical identifier, the affected account, the time, the purpose and any changes made.

(4) praisumer endeavors to ensure reasonable availability of the platform. In particular, the following do not count as downtime: announced maintenance, necessary emergency measures, outages of networks or services outside praisumer’s sphere of influence, acts of the coach or their users, and force majeure.

(5) praisumer may carry out reasonable maintenance, security measures, bug fixes, product improvements and changes to the user interface, insofar as the agreed core functionality is not materially impaired. Material changes to the services are governed by § 20.

§ 12 Usage Limits, Remuneration, Billing and Taxes

(1) User numbers and storage, upload, token, AI or other usage limits are determined by the offer. If they are exceeded, praisumer may, after reasonable prior notice, technically limit use, offer an adjustment of the plan or demand additional remuneration in accordance with the offer.

(2) Praisumer’s remuneration may be agreed as a flat fee, user-based remuneration or a percentage share of the coach’s revenue processed via Coach2AI. The specific amount and the basis of calculation are set out in the individual offer.

(3) The coach sets the prices applicable to their end customers. The contract for the coaching service or the digital offering is concluded exclusively between the coach and the end customer. Praisumer becomes neither a contracting party of the end customer nor a reseller or Merchant of Record.

(4) Where agreed, Praisumer assumes, via Stripe or Stripe Connect, exclusively the technical processing of payments, subscriptions, commissions and payouts. Praisumer is entitled to deduct the platform remuneration agreed in the offer and agreed payment service provider costs from the amounts collected via the platform and to have the remaining amount paid out via Stripe to the coach’s connected account. The specific split, the basis of calculation and the treatment of VAT, Stripe fees, refunds, payment defaults, chargebacks and payout intervals are set out in the individual offer.

(5) The invoice to the end customer is issued by the coach. Insofar as Praisumer or Stripe technically generates or sends an invoice document, this is done exclusively in the name and for the account of the coach.

(6) Where no payment processing via the platform has been agreed, the coach invoices their end customers directly. Praisumer invoices the coach separately for the agreed platform remuneration.

(7) All prices stated by Praisumer to the coach are exclusive of statutory VAT, insofar as such VAT is payable and is not expressly shown otherwise. Praisumer’s invoices are due without deduction within 14 calendar days of the invoice date.

(8) In the event of default in payment, the statutory consequences of default apply. After a reasonable reminder and prior notice, Praisumer may temporarily suspend access, insofar as this is proportionate.

§ 13 Term, Renewal and Termination

(1) The term of the contract is set out in the offer. Monthly contracts are extended by a further billing month in each case unless they are terminated with 14 days’ notice effective at the end of the respective billing month.

(2) Annual contracts are extended by a further contract year in each case unless they are terminated with one month’s notice effective at the end of the respective contract year.

(3) Notices of termination require text form unless an electronic means of termination is provided for in the offer. Statutory rights of extraordinary termination for good cause remain unaffected.

(4) Good cause for praisumer exists in particular in the event of significant default in payment, serious or repeated breach of § 8, significant endangerment of platform or data security, or unlawful use.

§ 14 Suspension, Moderation and Deletion

(1) praisumer may temporarily restrict or suspend access in whole or in part, technically remove content or prevent access to content insofar as this is necessary to avert significant security risks, to prevent unlawful or abusive use, to comply with mandatory legal provisions or orders of public authorities, because of due claims that remain unpaid despite a reminder, or to protect praisumer, users or third parties.

(2) In doing so, praisumer takes into account the legitimate interests of the coach and informs the coach in advance or without undue delay afterwards, insofar as legally and practically possible. No content moderation or professional review is owed as a result.

§ 15 Switching Providers, Data Export, End of Contract and Deletion

(1) The coach may request in text form to switch to another provider of a data processing service or to their own ICT infrastructure, or to have their exportable data and digital assets deleted. Insofar as the provisions of Regulation (EU) 2023/2854 (Data Act) apply, the notice period for initiating the switching process is no more than two months.

(2) After the notice period has expired, Praisumer provides reasonable support for the switch and, as a rule, makes the exportable data available within a transitional period of no more than 30 calendar days in a structured, commonly used and machine-readable format. During the transitional period, the agreed functions continue to be provided with due care, business continuity and a high level of security. The coach may extend the transitional period once to a period that is appropriate for their purposes.

(3) If the switch is not technically feasible within 30 calendar days, Praisumer informs the coach within 14 working days of receipt of the switching request, gives reasons for the technical infeasibility and specifies an alternative transitional period of no more than seven months. The service continues to be provided during this period.

(4) Exportable data includes in particular the account, profile, configuration, branding, knowledge base, document, file, calendar, chat, check-in, metrics and other application data provided by the coach or their authorized users and generated through their use, insofar as such data is assigned to the tenant and can be exported without impairing the rights of third parties. Excluded are software, system logic, models, internal security information, data of other tenants and data whose disclosure would infringe trade secrets of Praisumer or third parties, provided that this does not hinder or delay the switch.

(5) Before the contract is concluded, Praisumer provides information on the available switching procedures, export methods, data structures, formats, technical restrictions and the up-to-date online register maintained for this purpose. The specific link is provided in the offer or in the technical documentation designated therein. Standard exports and the switching support owed by law are provided without a separate switching charge.

(6) After the end of the transitional period, the exportable data remains available for a retrieval period of at least 30 calendar days. After successful completion of the switch and expiry of this retrieval period, Praisumer completely deletes the exportable data and digital assets, insofar as no statutory retention obligation precludes this. If the contract ends without a switch of provider, application data is deleted within 30 days after the end of the contract at the latest.

(7) If a separate fee-based archiving service is agreed, the data required for a later reactivation is blocked for the duration of the archiving relationship and stored exclusively for this purpose. After the archiving relationship ends, the data is deleted within 30 days at the latest, insofar as no statutory retention obligations preclude this.

(8) Data in backup copies is overwritten or deleted in accordance with the regular backup and deletion cycle and, until then, blocked against productive use, insofar as this is technically possible and reasonable. Statutory retention obligations, in particular for billing records, remain unaffected.

§ 16 Intellectual Property Rights and the Coach’s Right of Use

(1) All rights to the platform, software, system logic, documentation, trademarks and praisumer’s own components remain with praisumer or its licensors. For the term of the contract, the coach receives a non-exclusive (einfaches), non-transferable, non-sublicensable right to use the booked platform to the agreed extent.

(2) The coach must not remove or alter notices referring to rights holders. The coach must not reproduce, rent out, sell, decompile or modify the platform outside the agreed scope, unless this is mandatorily permitted by law.

(3) praisumer may use feedback from the coach free of charge for the further development of the platform, insofar as this does not disclose any customer content or confidential information.

§ 17 Liability

(1) praisumer is liable without limitation for damage caused intentionally, for personal injury, under the Product Liability Act (Produkthaftungsgesetz) and in all other cases of mandatory statutory liability.

(2) In the event of slight negligence (leichte Fahrlässigkeit), praisumer is liable only for the breach of material contractual obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the coach may regularly rely. In this case, liability is limited to the foreseeable damage typical for this type of contract.

(3) To the extent legally permissible, liability for slight negligence is excluded for indirect damage, consequential damage, lost profits, lost savings, loss of data and damage arising from decisions based on unreviewed AI outputs. Liability for loss of data is limited to the typical restoration effort that would arise if the coach had backed up data properly and regularly.

(4) praisumer assumes no liability for content, methods, service promises, recommendations, products, affiliate links, decisions by end customers or other professional services of the coach, insofar as praisumer has not breached any of its own obligations. For damage based solely on the unreviewed adoption of AI outputs, praisumer is liable only insofar as praisumer has culpably breached one of its own contractual or statutory obligations and an exclusion of liability is not legally permissible.

(5) The foregoing limitations of liability apply accordingly to the corporate bodies, employees, representatives and vicarious agents (Erfüllungsgehilfen) of praisumer.

§ 18 Confidentiality

(1) The parties treat as confidential all confidential information of the respective other party that becomes known to them in connection with the contract and use it exclusively for the performance of the contract. In particular, customer content, access credentials, prices, trade secrets, security information and non-public product information are deemed confidential.

(2) This obligation does not apply to information that is demonstrably publicly known, becomes known without any breach of duty, was lawfully obtained from third parties, or must be disclosed pursuant to law, an order of a public authority or a court decision. Where permissible, the party concerned informs the other party before any disclosure.

(3) The confidentiality obligation continues to apply for three years after the end of the contract; for trade secrets, for as long as the requirements for their protection are met.

§ 19 Notices

(1) Legally relevant notices in connection with this contract are given in text form to the contact addresses designated in the offer. Notices to praisumer may be sent to support@praisumer.com unless a different contact address has been communicated for a specific matter.

(2) The coach keeps their contact, billing and administrative data up to date. Declarations are deemed to have been received if they were sent to the most recently communicated contact address, insofar as the coach has not notified a change in good time.

§ 20 Changes to These GTC and Services

(1) Praisumer may amend these GTC and the platform services with effect for the future if there is an objective reason for doing so, in particular due to a changed legal situation, case law, security requirements, technical developments or changes to third-party services, and the change is reasonable for the coach. Changes to prices, main performance obligations or claims that have already arisen require a separate agreement, unless mandatory law permits otherwise.

(2) Material changes are, as a rule, notified to the coach in text form at least 30 days before they take effect. A shorter period is permissible if it is necessary due to mandatory statutory, regulatory or security-related requirements.

(3) If a change impairs the coach’s contractual position more than insignificantly, the coach may terminate the contract extraordinarily until the change takes effect. Praisumer points out the time limit and the legal consequences in the notice of change. Silence is deemed consent only if this is legally permissible in the specific case and Praisumer has expressly pointed this out.

§ 21 Final Provisions

(1) Austrian law applies, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Mandatory statutory provisions remain unaffected.

(2) For all disputes arising out of or in connection with this contract, the exclusive jurisdiction of the court having subject-matter jurisdiction at praisumer’s registered office is agreed, insofar as legally permissible.

(3) The coach is entitled to rights of set-off and retention only insofar as their counterclaims have been established with final and binding effect, are undisputed or have been acknowledged by praisumer, unless mandatory law provides otherwise.

(4) Amendments and supplements to the contract require text form, unless mandatory law requires a stricter form. Electronic signatures and electronic confirmations remain permissible.

(5) Should any provision of this contract be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The invalid or unenforceable provision is replaced, to the extent legally permissible, by the statutory provision or by a valid provision that comes as close as possible to the economic purpose.