General Terms & Conditions

Part I – General Terms and Conditions for Flight Services

1. Scope

These General Terms and Conditions (“GTC”) shall apply to all contracts concluded between the Customer and DRUM Dynamic Rail Utilities Monitoring GmbH (hereinafter referred to as “DRUM”), concerning services for the generation of data and aerial photographs and their recording using unmanned and manned aerial vehicles.

Consulting services in this area fall under Part II of this GTC.

This GTC is exclusive and binding and shall apply to all current and future business relationships with the Customer. Provisions in contradiction to this GTC shall
be deemed invalid.

Provisions deviating from or supplementing this GTC shall only become part of the contract on an individual basis if they are expressly confirmed by DRUM in writing.

This GTC shall remain valid even in the event that DRUM performs services without any reservations in the knowledge that the Customer’s terms and conditions conflict with or deviate from this GTC.

Deviating terms and conditions of the Customer shall only apply if they have been expressly accepted by DRUM in writing.

2. Cost Estimates, Offer, Acceptance

Cost estimates prepared by DRUM are principally subject to a fee, non-binding and subject to change, unless otherwise agreed on an individual basis.

Cost estimates are prepared by DRUM to the best of its expert knowledge; however, no guarantee can be given as to their correctness. DRUM shall notify the Customer immediately of cost increases exceeding 15%.

Offers from DRUM are made on the basis of the information provided by the Customer and are generally subject to change. The Customer shall undertake to provide DRUM with all information necessary for preparing the offer as well as executing the contract (e.g., contact person; invoice address, if different; invoice text; etc.) in the manner requested by DRUM. This information shall be provided in writing unless otherwise agreed.

The contract shall be deemed concluded when the Customer provides acceptance in writing, or if the Customer issues the offer/order, when DRUM confirms the assignment/mission in writing.

3. Permits, Obligations of the Customer

DRUM is responsible for ensuring that the Unmanned Aircraft Systems (UAS) used have been approved by the relevant bodies and authorities and that a valid permit exists for these. In addition, DRUM is responsible for ensuring that the necessary flight permit has been obtained for the execution of the contracted mission.

For this purpose, the Customer shall provide DRUM with all information DRUM deems necessary. Delays that fall under the Customer’s sphere of influence shall not give rise to claims for damages asserted by the Customer vis-à-vis DRUM.

If special permits are required (e.g., for restricted military areas), DRUM shall inform the Customer as soon as the mission/assignment has been defined. DRUM shall assume no liability that the necessary special permit can be granted and that the mission can be carried out as planned.

The Customer shall ensure that any necessary authorizations from property owners, persons authorized to dispose of property, or any neighbors affected are made available in writing before the mission/assignment is carried out. Any associated costs incurred shall be borne by the Customer. If no permit has been issued or the issued permit is no longer valid, the mission/assignment cannot be carried out. The frustrated expenses incurred by DRUM as a result shall be reimbursed by the Customer.

The Customer shall indemnify and hold DRUM harmless in the event of claims asserted by third parties due to encroachments on the rights of third parties (e.g.,
trespassing), arising from incorrect information provided by the Customer or a lack of consent by third parties.

The fees for obtaining the (flight) permits shall be charged to the Customer with an administrative surcharge of 10%.

4. Conditions of Execution

Special conditions of execution shall be deemed agreed for the mission/assignment in compliance with general safety regulations and statutory provisions. In
particular, aerial photography will only be carried out in compliance with the statutory provisions and requirements. These provisions and requirements can be
consulted at www.austrocontrol.at.

The framework conditions for a mission/assignment to be carried out shall be detailed in the flight manual and shall vary depending on the UAS.

DRUM reserves the right to choose the flight path in question. The pilot or the operator alone shall decide how the UAS is to be controlled and whether the
mission/assignment will be carried out under the given circumstances.

Verbal commitments by representatives of DRUM or other persons providing support shall only be deemed valid if confirmed in writing.

If contract performance deadlines have been specified by DRUM and consequently form the basis for commissioning the assignment/mission, any delays arising in the event of a strike, external approval procedures and cases of force majeure shall effect the extension of such deadlines by a period commensurate with the
duration of the delay. The same shall apply should the Customer fail to fulfill any obligations to cooperate.

Should additional services be desired subsequent to the commissioning of the assignment/mission, DRUM and the Customer shall reach an agreement regarding
additional fees; otherwise, a reasonable fee shall be deemed to have been agreed upon.

5. Customer Obligations to Warn and Provide Information

It shall be the Customer’s responsibility to inform DRUM accordingly should special circumstances be deemed relevant to the mission/assignment. This shall include all those circumstances known to the Customer arising from knowledge of the conditions at the location/in the region where the mission/assignment is to be carried out and which are relevant for the execution of the mission/assignment (e.g., topographical peculiarities, special weather conditions, etc.).

6. DRUM ’s Obligations to Warn and Provide Information, DRUM ’s Right of Withdrawal

DRUM hereby states that it shall assume no liability for personnel, equipment or materials provided by the Customer. DRUM reserves the right to withdraw from the contract should the necessary legal or factual circumstances of the mission/assignment on site differ from those previously defined or represented. DRUM shall not assume any liability for any resulting prejudice of any kind.

Any costs incurred up to the time of withdrawal from the contract shall be borne by the Customer if the Customer is at fault for the misrepresentation of the
circumstances.

7. Implementation

The execution of a mission/assignment shall require a pilot or operator and a person to operate the sensor technology and/or payload. The personnel required for the execution of the mission/assignment shall be provided by DRUM in the definition phase of the mission. DRUM may use its own personnel as well as subcontractors, in particular group companies, for the fulfilment of its contractual obligations.

The pilot/operator is responsible for the proper and safe execution of the mission/assignment according to the description/requirement for the mission/assignment provided by the Customer. The safety and/or security of persons, property and equipment shall be paramount. The pilot/operator alone shall
decide on the manner in which to deal with unforeseen circumstances of any kind. This may range from changes to the mission/assignment within the approved scope to aborting the mission entirely. All costs incurred up to and including the aborting of the mission/assignment shall be borne by the Customer.

The Customer may provide the sensor or payload expert. The Customer shall ensure that the named person has the necessary skills and is familiar with the technology to be used. DRUM shall not assume any liability for personnel provided by the Customer or the result of the mission/assignment.

8. Reasons for Non-Execution and Aborting, Impossibility

The execution of the mission/assignment as well as the use of the UAS may be rendered impossible by various influences (wind, temperature, precipitation, poor
visibility conditions, etc.) or other unforeseeable circumstances (e.g., lack/withdrawal of consent of the property owner/party authorized to dispose of
the property, accident involving a representative of a contracting party, theft of equipment, etc.). Depending on the application and the sensor
technology/payload required, various limit values may render the mission/assignment impossible. These limit values shall be defined
contractually on an individual basis.

An impossibility of performance shall be determined, unless otherwise contractually agreed, if the mission/assignment cannot be performed within the
contractually agreed period of time.

If a waiting period at the place of performance has been agreed to in writing, the impossibility shall only be determined subsequent to the expiration of said
waiting period.

If the responsibility for the impossibility lies neither in the sphere of influence of the Customer nor in that of DRUM, DRUM shall in any case be entitled to
reimbursement of expenses incurred (travel expenses, permit expenses, etc.). The risk for the impossibility of carrying out the mission due to poor weather
conditions shall be borne by the Customer unless otherwise contractually agreed on an individual basis.

If requested by the Customer, DRUM agrees to resume the mission/assignment at a later date in the event of a weather-related interruption of a mission/assignment already begun, and any additional expense shall be remunerated. This date shall be determined by DRUM in agreement with the Customer, if necessary, with an agreement that the additional expenses shall be borne by the Customer.

If the mission/assignment is aborted for the above reasons and no agreement is reached as to a later date or on the additional expenses to be borne by the Customer regarding the resumption of the mission/assignment, the contract shall be deemed terminated and DRUM shall be entitled to remuneration for any services rendered or any expenses incurred to date.

The mission/assignment shall be deemed aborted due to weather-related circumstances if the mission/assignment cannot be continued even after three hours from the start of weather conditions rendering a flight impossible for safety reasons. In individual cases stipulations deviating from this provision can be made by
mutual agreement and in writing.

In case of damage to DRUM ’s equipment (e.g., UAS or batteries) during the execution of the mission/assignment due to DRUM ’s own fault or force majeure (e.g.,
uncontrollable, sudden weather conditions), the crew provided by DRUM shall be responsible for determining the further course of action. DRUM may decide to
resume the mission/assignment at a later date, if deemed expedient for the Customer. This date shall be determined by DRUM in agreement with the Customer.
If no agreement is reached regarding a later date for the resumption of the mission/assignment, or if a resumption is not deemed expedient for the
Customer, the contract shall be deemed terminated and DRUM shall be entitled to remuneration for any services rendered or any expenses incurred to date. DRUM shall not be held liable for any additional costs incurred by the Customer in this context.

If an impossibility or damage is attributable to the Customer’s sphere of influence or is caused by the Customer and is the Customer’s fault, DRUM shall be entitled to payment of the fee in full as well as compensation for the damage incurred. In addition, the Customer shall be liable to DRUM for any loss of profit. In individual cases stipulations deviating from this provision can be made by mutual agreement and in writing.

9. Post-Processing / Evaluation / Interpretation of Generated Data

The post-processing, evaluation and/or interpretation of the data generated while executing the mission/assignment shall be defined in the offer. Should the
offer contain no such definitions, DRUM shall hand over the unmodified data to the Customer for further processing.

10. Copyrights and Rights of Use

All copyrights and rights of use to images and videos created or other works shall remain with DRUM. DRUM shall grant the Customer simple rights of use to images and videos created or other works in accordance with the individual contractual agreement. The transfer of rights of use is generally subject to payment of
fees in full.

DRUM shall be exclusively entitled to all copyrights to the works created by DRUM within the scope of the services (images, videos, presentations, algorithms, drafts, reports, other documents, etc.). The Customer is granted a right of use, unrestricted as to time and place, to works created for the Customer, which is
not transferable to third parties, unless otherwise agreed. The right to exploit, reproduce, disseminate, or make available the works is expressly not
included.

The use of the works, including excerpts or parts thereof, for purposes other than those agreed in individual contracts, in particular commercial use, is expressly
prohibited. DRUM shall not be held liable vis-à-vis third parties.

11. Terms of Payment, Rights of Set-Off

Unless otherwise contractually agreed on an individual basis, DRUM shall be entitled to invoice the entire fee immediately upon the conclusion of the contract.
Receipt of payment in the bank account provided by DRUM is a prerequisite for DRUM to take further steps (obtaining permits, etc.).

The payment of the invoiced amount is due no later than 14 days from the invoice date without deductions, unless otherwise contractually agreed. In the event of
payment default, interest on arrears shall amount to 10% above the base rate per annum.

If the payment deadline is missed in the event of default, the provision of services may be restricted.

In case of cancellation of an assignment/mission, a cancellation fee shall be due and payable, staggered as follows:

· Up to three (3) days before the assignment date: 50% net of the invoiced amount

· Up to 48hours before the assignment date: 70% net of the invoiced amount

· Less than 48 hours before the assignment date: 100% net of the invoiced amount

The Customer shall only be entitled to the right of set-off if its counterclaims have been legally established with res judicata effect, or are undisputed, undisputable
or acknowledged by DRUM.

The fees for obtaining the (flight) permits shall be charged to the Customer with an administrative surcharge of 10%.

12. Liability

To the extent permitted by law, DRUM shall not be liable for damage caused by minimal negligence, with the exception of personal injury. Liability for loss of profit
and non-material as well as indirect/consequential damage or damage to third parties is excluded. DRUM ’s liability shall be limited to the contractual amount per contract.

Should the Customer provide personnel for the execution of the mission/assignment, i.e., in particular experts for payload/sensor technology, DRUM shall not be held liable for these personnel (operation, expertise, result, etc.).

Furthermore, DRUM shall not assume any liability for any payload/sensor technology provided by the Customer. In this case, appropriate tests must be performed prior to the execution of the mission/assignment (compatibility of the payload/sensor technology with the UAS, weight, balance, power supply, etc.).

DRUM shall not assume any liability in general for operating materials provided by the Customer or third parties and their suitability or effectiveness for the
contractual application.

The Customer shall bear the risk and the expense for the transfer of the work through the Internet or the shipment by physical transport.

DRUM shall not assume any liability in case of errors on data media or files that occur during the importing of files to the Customer’s system.

13. Warranty

Images, videos and sound recordings shall be created with the use of technical equipment (cameras, etc.) designated on the website by SmartDigital Group’s 100% subsidiary EuroDragons https://www.eurodragons.at/uas/, or an agreement with the Customer shall be reached on an individual basis regarding the equipment to be used. Accordingly, the technical data of the devices specify the quality that is expected and technically possible. External influences such as subpar lighting conditions, unwanted specularity, reflections, unwanted persons or objects in the image, vibrations caused by wind, etc. shall not constitute grounds for reduction. Any consequently necessary post-processing of the images, videos and sound recordings shall be carried out at the Customer’s expense.

Statutory provisions shall apply to the warranty, with the exception that it shall always be the duty of the Customer to prove that the performance was defective at the time of acceptance.

14. Declaration of Consent

The Customer agrees that the mission/assignment carried out with the Customer may be included as a reference in public relations and/or advertising for DRUM, as well as for DRUM group companies that DRUM has used in the execution of the mission/assignment. Specifically, this means that the content of the completed
mission or assignment can be represented as required by DRUM or the respective DRUM group company, and that DRUM or the respective group company shall be free to choose its preferred communication channels.

Furthermore, the Customer agrees that the data content generated during the mission or the assignment, including images and recordings – in the form of excerpts and without prejudice to the Customer’s sensitive data – may be used by DRUM as well as DRUM group companies used by DRUM for the execution of the mission/assignment, for marketing purposes, in particular public relations videos, as well as for internal software and system development purposes,
unless otherwise contractually agreed on an individual basis.

This provision shall remain in force beyond the duration of the contractual relationship.

15. Data Protection – Joint Responsibility

DRUM and the Customer agree to jointly process the personal data collected in the context of the performance of Unmanned Aerial Systems (UAS) services and generated by the image capture of natural persons within the meaning of the General Data Protection Regulation (“GDPR”) (“Joint Processing”). DRUM and the Customer shall jointly determine the purposes and means of Joint Processing and are therefore jointly responsible parties within the meaning of the GDPR. For more information, in particular on the categories of processed personal data, please refer to DRUM ’s data protection policy at https://drum.at/privacy-policy/

DRUM and the Customer mutually agree to the following assignment of the performance of the data protection obligations as jointly responsible parties:

· Principles of Data Processing, Information Obligations and Provision of Essential Content

The Customer shall ensure compliance with the principles of data processing as well as the information obligations pursuant to Articles 13 and 14 of the GDPR vis-à-vis the data subjects and inform them of joint processing. In this context, the Customer shall also provide the data subjects with the essential contents of this Section (15) of the GTC.

· Data Subject Rights

The Customer shall ensure that lawful requests from data subjects are met, such as regarding their rights of access, rectification, erasure, restriction of processing, data portability and objection (Articles 15-22 of the GDPR).

The Customer shall be notified by DRUM of any data subject inquiries directed to DRUM.

· Data Protection Impact Assessment

Any necessary data protection impact assessments shall be carried out by the Customer. DRUM shall assist in this process to the necessary extent.

· Notification of Personal Data Breeches

All notifications of personal data breaches shall be made by the jointly responsible party which first became aware of the personal data breach. The other jointly responsible party shall cooperate in this process to the necessary extent.

· Other Obligations under Data Protection Law

Without prejudice to the foregoing, DRUM and the Customer shall ensure that all data protection obligations under the GDPR (in particular data security requirements under Article 32 of the GDPR) and national law are complied with for each processing step they take within the framework of Joint Processing.

· Liability

Without prejudice to the provisions of Section 12, the Customer shall indemnify DRUM and hold it harmless for any and all liabilities incurred by DRUM as a result of Joint Processing, to the extent that the Customer is at fault for the incurrence of the liability.

· Provision of a Point of Contact

If there are any questions regarding this agreement, data subjects may contact the Customer as a point of contact.

16. Personal Rights

Insofar as the personal rights of third parties are affected by the mission/assignment, the Customer undertakes to obtain any effective consent from third parties
necessary for the execution of the mission/assignment.

17. General Provisions

Written form requirement:
Any amendment, supplement or other notifications concerning the contract shall be in writing. Handwritten amendments, supplements or notifications shall not be deemed valid.

Severability:
The invalidity or illegality of any provision of this GTC or of the contract concluded on the basis thereof shall not affect the validity of the remaining

provisions of this GTC or of the contract concluded on the basis thereof. The invalid or unlawful provision shall be replaced by such provision which is
mutually agreed upon by the contracting parties and which comes closest to the invalid or unlawful provision regarding its economic content.

Supplemental contract interpretation:
In the event of an existing or future loophole that must be closed in this GTC or in the contract concluded on the basis thereof, the parties shall agree to define a mutually acceptable provision.

18. Applicable Law, Place of Jurisdiction

This GTC and the contracts concluded on the basis thereof shall be governed exclusively by Austrian law, excluding the rules on the conflict of laws and the UN Convention on Contracts for the International Sale of Goods.

The exclusive jurisdiction of the competent court in the first district of Vienna shall be deemed agreed for all disputes arising from and in connection with contractual relationships between DRUM and the Customer.

Part II – GTC for Flight Consulting Services

1. Scope

These General Terms and Conditions (“GTC”) shall apply, as amended from time to time, to all
contracts concluded between the Customer and DRUM Dynamic Rail Utilities Monitoring GmbH (hereinafter referred to as “DRUM”), concerning services for
the generation of data and aerial photographs and their recording using unmanned and manned aerial vehicles.

This GTC is exclusive and binding and shall apply to all current and future business relationships with the Customer. Provisions in contradiction to this GTC shall
be deemed invalid.

Provisions deviating from or supplementing this GTC shall only become part of the contract on an individual basis if they are expressly confirmed by DRUM in writing.

This GTC shall remain valid even in the event that DRUM performs services without any reservations in the knowledge that the Customer’s terms and conditions conflict with or deviate from this GTC.

Terms and conditions of the Customer shall only apply if they have been expressly accepted by DRUM in writing.

2. Cost Estimates, Offer, Acceptance

Cost estimates prepared by DRUM are principally subject to a fee, non-binding and subject to change, unless otherwise agreed on an individual basis.

The contract shall be deemed concluded when the Customer provides acceptance in writing, or if the Customer issues the offer/order, when DRUM confirms the assignment in writing.

3. Service Provision

The scope of a contract for specific consulting services shall be subject to an individual contractual agreement.

DRUM shall be entitled to have the tasks, for which it has been contracted, performed in whole or in part by third parties.

If the consulting contract is fulfilled at the Customer’s place of business, the Customer shall ensure that the organizational framework conditions allow for
undisturbed work conducive to the rapid progress of the consulting process.

The Customer shall ensure that DRUM is provided with all documents and information necessary for the fulfillment and execution of the consulting contract in a timely manner, and that DRUM is informed about all processes and circumstances that are necessary for the proper performance of the consulting services. This shall also apply to documents and information that only become known during DRUM ’s performance of the contract.

DRUM shall not be subject to instruction in the provision of the agreed service and shall act at its own discretion and under its own responsibility. DRUM shall not be bound to any particular place of work or working hours.

4. Performance Deadlines, Delay

The performance dates and deadlines shall be subject to an individual contractual agreement.

In the cases of force majeure or other unforeseeable and unavoidable events, such as illness or accident of the respective DRUM consultant(s), DRUM shall be entitled to postpone deadlines without this constituting a delay in performance. The Customer shall not be entitled to assert claims for damages in such cases.

Agreed performance deadlines or dates shall be rescheduled whenever possible. Unless these have been expressly agreed as binding, they shall be deemed non-binding and shall be understood as the time at which the consulting service is provided and delivered to the Customer.

5. Copyrights and Rights of Use

DRUM shall be exclusively entitled to hold all copyrights to the works (presentations, drafts, reports, other documents, etc.) created by DRUM within the scope of its consulting services. The Customer is granted a right of use, unrestricted as to time and place, to works created for the Customer, which is not transferable to
third parties, unless otherwise contractually agreed. The right to exploit, reproduce, disseminate or make available the works is expressly not included.

6. Terms ofPayment, Rights of Set-Off

Unless otherwise contractually agreed, DRUM is entitled to invoice a down payment of 20% of the offer amount upon conclusion of the contract.

The invoice shall be issued upon fulfillment of the contract. The payment of the invoiced amount is due no later than 14 days from the invoice date without deductions, unless otherwise contractually agreed. Statutory default interest shall be charged in the event of default in payment.

The Customer shall not be entitled to offset against claims asserted by DRUM (prohibition of set-off). Offsetting by the Customer shall only be permitted if the Customer’s claims have been legally established with res judicata effect or are acknowledged by DRUM.

If the payment deadline is missed in the event of default, the provision of services may be restricted.

7. Liability

Should the Customer provide personnel for the execution of assignment, DRUM shall not be held liable for these personnel (operation, expertise, result, etc.).

DRUM shall not assume any liability in case of errors on data media or files that occur during the importing of files to the Customer’s system.

8. Warranty

DRUM shall provide its consulting services in accordance with the contract and to quality standards customary in the market.

DRUM shall not be held liable for defects that are due to insufficient provision of information or cooperation by the Customer. DRUM shall notify the Customer of
any obvious lack of information or of the need for its cooperation.

The warranty period for consulting services shall be six months. Section 924 of the Austrian Civil Code (ABGB) shall not apply by mutual agreement.

Changes and further developments of the generally accepted professional principles in the field of management consulting which have taken place after the time of the provision of the consulting service shall not be taken into account when assessing the correctness and completeness of the consulting services.

9. DRUM ’s Right of Withdrawal

DRUM shall be entitled to withdraw from the contract if (a) the provision of the consulting service becomes impossible for reasons within the Customer’s sphere of
influence or is further delayed despite the setting of a reasonable deadline or (b) judicial insolvency proceedings are initiated against the Customer’s
company, or a bankruptcy petition is dismissed for lack of assets to cover costs.

Without prejudice to further claims for damages, DRUM shall be entitled to demand payment for services already rendered or to retain any down payments received.

10. Declaration of Consent

The Customer agrees that its name or company may be included by DRUM as a reference in public relations and advertising for DRUM, as well as for DRUM ’s group companies, which DRUM has used in the provision of its services, on all suitable communication channels, unless otherwise stipulated in individual
contracts. DRUM reserves the right to freely select the communication channels suitable for this purpose.

This provision shall remain in force beyond the duration of the contractual relationship.

11. Secrecy

Both DRUM and the Customer shall be obligated to keep secret all information concerning the respective other contracting party, which is not generally known and has become known to them within the framework of the contractual relationship, and to transfer this obligation to their employees and other third parties working for them. This duty of confidentiality shall also apply subsequent to the termination of the contractual relationship.

12. Data Protection and Personal Rights

The Customer acknowledges that DRUM collects, stores and processes the data disclosed by customers (name, address, e-mail, credit card data, data for account transfers, telephone number) and, if applicable, data of its employees for the purpose of contract performance and support. The Customer can find more detailed
information on the type and scope of data processing as well as on its corresponding rights under data protection law at https://drum.at/privacy-policy/.

Insofar as the personal rights of third parties are affected by the contract, the Customer undertakes to obtain any effective consent from third parties necessary for the execution of the contract.

13. General Provisions

Written form requirement:
Any amendment, supplement or other notification regarding the contract shall be in writing. Handwritten amendments, supplements or notifications shall not be deemed valid.

Severability:
The invalidity or illegality of any provision of the GTC or of the contract concluded on the basis thereof shall not affect the validity of the remaining provisions of the GTC or of the contract concluded on the basis thereof. The invalid or unlawful provision shall be replaced by a provision which is mutually agreed upon by the contracting parties and which comes closest to the invalid or unlawful provision regarding its economic content.

Supplementary contract interpretation:
In the event of an existing or future loophole in this GTC or the contract concluded on the basis thereof, the parties shall agree to define a mutually acceptable provision.

14. Applicable Law, Place of Jurisdiction

Part III – General Terms and Conditions for Consulting and Software Services

1. Scope

DRUM Dynamic Rail Utilities Monitoring GmbH (hereinafter referred to as “DRUM “) shall provide the consulting and software services agreed to in the contract (e.g., the development of automated processes) for digitization and transformation projects for the Customer using its own service delivery platform.

Software services shall pertain to the transfer for use and the operational support of standard software programs (the “Software”) produced by DRUM and provided as software-as-a-service via the medium of the Internet.

These General Terms and Conditions (“GTC”) shall apply to all consulting and software services provided by DRUM to the Customer, even if no express reference is made to this GTC specifically when the contract is concluded.

This GTC is exclusive and binding and shall apply to all current and future business relationships with the Customer. Provisions in contradiction to this GTC shall be deemed invalid.

Provisions deviating from or supplementing this GTC shall only become part of the contract on an individual basis if they are expressly confirmed by DRUM in writing.

This GTC shall remain valid even in the event that DRUM performs services without any reservations in the knowledge that the Customer’s terms and conditions conflict with or deviate from this GTC.

Terms and conditions of the Customer shall only apply if they have been expressly accepted by DRUM in writing.

2. Service Provision

The dates and exact content of the services shall be defined in the respective contract.

DRUM shall receive from the Customer all documents, information and data required for the performance of the services (hereinafter referred to as “Information”) in the manner requested by DRUM.

The Customer agrees to tolerate and support all reasonable measures necessary for DRUM to provide the services.

DRUM ’s services used by the Customer and exceeding the agreed scope of services shall be remunerated by the Customer according to the actual personnel and material costs at DRUM ’s customary rates. This includes, in particular, services outside DRUM ’s usual business hours, the analysis and rectification of malfunctions and errors caused by improper handling or operation by the Customer or other circumstances for which DRUM is not responsible.

DRUM may also use third parties or group companies to provide its services.

3. Terms of Use for Software-as-a-Service

3.1 Rights of the Customer to the Software

DRUM grants the Customer the non-exclusive, non-transferable and non-sublicensable worldwide right to use the Software specified in the contract and the associated user documentation for the duration of the contract. The Software shall be made available via the Internet.

The place of delivery for the software-as-a-service services is the registered office of DRUM. The Customer undertakes to use the Software exclusively in accordance with the contract and to neither pass it on to third parties nor make it accessible to third parties in any other way.

The Customer is not entitled to modify, disassemble, duplicate or use any part of the Software to create separate software.

The Customer hereby acknowledges DRUM as the sole licensor of the Software and the associated copyrights. DRUM ’s rights as sole licensor also apply to extensions of the Software provided by DRUM to the Customer, unless otherwise agreed in writing.

The Customer hereby acknowledges DRUM ’s trademark, name and patent rights with respect to the Software and related documentation. The Customer shall not remove, alter or otherwise modify any copyright information or other similar proprietary notices in the programs or related documentation; otherwise, DRUM shall be entitled to injunctive relief, removal claims and claims for damages.

All documents provided to the Customer by DRUM, in particular the documentation for the Software, may be neither duplicated nor disseminated in any way.

3.2 Software Maintenance, System Operation

DRUM shall perform backups of the data. DRUM may back up Customer data via a recovery procedure for a fee at the express request of the Customer.

DRUM shall ensure that the Software provided can be operated in a manner that meets the Customer’s requirements and on hardware suitable for the Customer’s intended use. This includes the number and type of servers, regular backups, scalability, power supply, air conditioning, compliant IT security and broadband Internet connection.

3.3. Change of Performance

DRUM reserves the right to carry out further developments and changes in performance (e.g., through the use of newer or different technologies, systems, etc.) for the purpose of optimizing performance subsequent to the conclusion of the contract. DRUM shall inform the Customer of significant changes in performance in a timely manner.

If new versions of the Software become available, DRUM shall grant the Customer the rights listed in Section 3 for the respective new version accordingly.

3.4. Server and Network Availability

The availability of the network on the Internet shall average 99% on an annual basis. The Customer shall be responsible for its Internet connection. This is not included in DRUM ’s service portfolio. Downtime shall be determined in full minutes and is calculated based on the total amount of time dedicated to fault clearance per year. Excluded from this are those periods that DRUM designates as so-called maintenance windows for optimization and performance-enhancement purposes, as well as loss of time for fault clearance due to reasons for which DRUM is not responsible and to outages due to force majeure.

3.5. Disruptions

Disruptions to the availability of the Software must be reported by the Customer immediately after they become known. The Customer must assess the areas under its responsibility before reporting the disruption.

Fault clearance shall commence on the following working day at the latest. Delays in fault clearance for which the Customer is responsible (e.g., due to the unavailability of contact persons on the Customer side) shall not be counted towards the fault clearance time.

4. Modification of Deadlines and Services

The agreed deadlines shall be postponed as appropriate should DRUM be hindered in the performance of services due to delays or deficiencies in the provision of materials and support services by the Customer. Additional costs incurred by DRUM due to such events shall be borne by the Customer.

5. Warranty for Software-as-a-Service

It is not
possible to generally exclude software errors. However, DRUM guarantees that the Software mentioned in https://drum.at/terms-conditions is principally fit for use.

Defects in the Software shall be remedied by DRUM free of charge within a reasonable period of time (to be contractually agreed separately at the request of the Customer). In order to fulfill its warranty obligation, DRUM may, at its own discretion, either rectify the defect or supply a replacement. In particular, DRUM
may provide the Customer with a new version of the Software to fulfill its warranty obligation. Should DRUM deliver an alternative solution to the defective function, thereby permitting the Customer to use the software in accordance with the contract, the defect shall thereby be deemed rectified.

Warranty claims shall be excluded if the Customer fails to use the Software as contractually stipulated. Furthermore, warranty claims shall be excluded if the
Customer makes unauthorized changes or extensions to the Software specified in the contract, unless the Customer can prove that the errors are not causally related to the changes or extensions.

DRUM provides no warranty for the fulfillment of the individual requirements of the Customer by the Software specified in the contract. In particular, DRUM does not guarantee that the Customer will successfully achieve its intended objective. Only the direct Customer shall be entitled to assert warranty claims against DRUM; warranty claims shall be excluded from assignment.

6. Impaired Performance of Consulting Services

The performance dates and deadlines shall be contractually agreed on an individual
basis.

In cases of force majeure or other unforeseeable and unavoidable events, such as illness or accident of the respective DRUM consultants, DRUM shall be entitled to postpone deadlines without this constituting a delay in performance. The Customer shall not be entitled to assert claims for damages in such cases.

DRUM undertakes to provide the consulting services in accordance with the contract. If DRUM provides the service defectively, i.e., with significant deviations from the agreed quality standards, DRUM shall be obligated to begin remedying the defect immediately and to provide its services properly and free of defects within a reasonable period of time.

Should the defectiveness be due to support or cooperation provided by the Customer or to a breach of the Customer’s obligations, any obligation to remedy defects free of charge shall be excluded. In such cases, the services provided by DRUM shall nevertheless be deemed to have been provided in accordance with the contract, despite the possibility of shortcomings. DRUM will undertake a remedy of the defect at the Customer’s request, subject to a fee.

The warranty period for consulting services shall be six months. Section 924 of the Austrian Civil Code (ABGB) shall not apply by mutual agreement.

7. Liability

DRUM shall bear no liability for disruptions in telecommunication connections, for disruptions of pathways within the Internet, in the event of force majeure, or
for events attributable to the fault of third parties or the Customer itself. DRUM shall bear no liability for damages incurred should the Customer pass on passwords or user IDs to unauthorized persons.

8. Remuneration, Terms of Payment, Retention of Title

A monthly fee as contractually stipulated shall be charged for software-as-a-service services. If so, stipulated on an individual basis, the fees incurred shall be
invoiced in advance for the contractually agreed period.

Services may be restricted in the event of default if the payment deadline is missed.

Unless otherwise agreed, invoicing for other services provided by DRUM (in particular consulting services) shall be issued monthly as of the following month on the
basis of the performance documentation submitted by DRUM. If DRUM provides services for a flat-rate fee, DRUM shall be entitled to demand a down payment of at least 10% of the flat-rate fee.

Net payment shall be made within 14 days from the date of invoice. The Customer shall review the invoice without unnecessary delay.

Objections must be made in writing to the contact person named in the invoice and stating the reasons for the objection no later than 10 days following the invoice date. Invoices against which no objection is raised within 10 days shall be deemed approved.

If the Customer is in default of payment, DRUM shall be entitled to charge the statutory default interest and all costs necessary for collection. Should the
Customer’s default exceed 14 days, DRUM shall be entitled to discontinue all services.

The Customer shall only be entitled to set-off rights if its counterclaims have been legally established with res judicata effect, are undisputed, undisputable or
acknowledged by DRUM.

DRUM shall retain title to all services and goods delivered by DRUM until the invoice amounts plus interest and costs have been paid in full.

9. Force Majeure

Neither contracting party shall be responsible for any delay or failure to perform its obligations (other than payment obligations) arising out of or in connection
with any event, occurrence or circumstance beyond the reasonable or foreseeable control of the contracting party affected (hereinafter referred to as a “Force Majeure Event”).

Such Force Majeure Events include, but are not limited to, acts of nature, strikes, lockouts, riots, civil protests, acts of war, epidemics (including communicable
disease outbreaks and public health emergencies), governmental regulations subsequently enacted, fire, communication line failures, power outages or other
disasters, whether or not such Force Majeure Events are identified, declared or accepted as such under applicable laws.

In such circumstances, the performance period shall be extended by a period equal to the period during which performance of the obligation was delayed or not
performed. To the extent that performance of the contract has been materially prevented, in the reasonable opinion of the contracting party affected, for an uninterrupted period of six months from the date such performance was originally due, by reason of a Force Majeure Event, either contracting party may terminate this contract by written notice to the other.

10. Confidentiality, Data Protection

The contracting parties undertake to keep confidential the knowledge gained within the scope of the subject matter of the contract, in particular technical or economic data as well as other knowledge, and to use it exclusively for the purposes of the subject matter of the contract. The contracting parties shall take all
reasonable confidentiality and data security measures in technical, organizational and/or legal respects appropriate to the circumstances in order to keep the confidential information secret and to protect it from unauthorized access by third parties (esp. through transparent documentation, IT security measures, common practice, etc.).

This shall not apply to information that is publicly accessible or becomes publicly accessible without unauthorized action or omission on the part of the contracting parties or must be made accessible due to a court order or by law.

It may be necessary to access the Customer’s data sets to provide support for problems notified by the Customer. The access can be provided via a web meeting with the Customer, or an administrator (access to the GCP) may always have access to the Customer’s data. This access is limited to the period in which the respective support measure is carried out.

Should it be necessary for DRUM to process personal data on behalf of the Customer for the purposes of providing services, the contracting parties shall conclude a commissioned data processing agreement that regulates the handling of the personal data and the rights and obligations of the Customer as “Controller” and DRUM as “Processor”. This agreement shall form an integral part of the contract.

11. Declaration of Consent

The Customer agrees that its name or company may be included by DRUM as a reference in public relations and advertising for DRUM as well as companies of the SD Group , which DRUM has used in the provision of its services, on all suitable communication channels, unless otherwise stipulated in individual contracts. DRUM reserves the right to freely select the communication channels suitable for this purpose.

This provision shall remain in force beyond the duration of the contractual relationship.

12. General Provisions

Written form requirement:
Any amendment, supplement or other notifications regarding the contract shall be in writing. Handwritten amendments, supplements or notifications shall not be deemed valid.

Severability:
The invalidity or illegality of any provision of this GTC or of the contract concluded on the basis thereof shall not affect the validity of the remaining provisions of this GTC or of the contract concluded on the basis thereof. The invalid or unlawful provision shall be replaced by such provision which is mutually agreed upon by the contracting parties and which comes closest to the invalid or unlawful provision regarding its economic content.

13. Applicable Law, Place of Jurisdiction

General Terms & Conditions

DRUM – Dynamic Rail Utilities Monitoring GmbH

Contact partner

DRUM