CUPRES AI

brand of the company BLUE SAND d.o.o.

Rovinjska 4, 21000 Split, Republic of Croatia | OIB: 09275447629

info@cupres-ai.com

The company BLUE SAND d.o.o., with its registered office in Split, Rovinjska 4, registered in the court register of the Commercial Court in Split, OIB: 09275447629, which operates on the market under the registered brand CUPRES AI (hereinafter: the "Service Provider"), in accordance with the provisions of the Civil Obligations Act (Official Gazette 35/05 and amendments), the Electronic Commerce Act (Official Gazette 173/03, 67/08,36/09, 130/11, 30/14, 32/19, 67/25) and applicable European Union law, establishes the following General Terms and Conditions.

Article 1: Subject matter and application

These General Terms and Conditions (hereinafter: GTC) govern the rights and obligations between the Service Provider and any legal or natural person who orders or uses services for the development, implementation and management of artificial intelligence systems and automated work processes (hereinafter: "Client").

GTC form an integral part of any service agreement, offer, purchase order or other legal act concluded between the Service Provider and the Client. In the event of a discrepancy between the provisions of the special contract and these GTC, the provisions of the special contract shall prevail.

Article 2: Definitions

• "AI agent" or "AI system" - an automated software system that uses machine learning models and/or large language models (LLMs) to autonomously or semi-autonomously perform tasks, including chatbots, voice agents, data processing systems, and automated workflows.

• "Automation" - a set of related software processes that transfer, process, store, or analyze data between different applications and platforms without human intervention.

• "Managed Service" - a service delivery model in which the Service Provider manages all technical aspects of the system on behalf of the Client, including infrastructure, third-party platform licenses and maintenance.

• "Third-Party Platforms" - software tools and cloud services used by the Provider as an integral part of the Solution, including (but not limited to): Voiceflow, n8n, OpenAI, Google Workspace, Anthropic, Slack, WhatsApp Business API, Shopify, Salesforce, HubSpot, and others.

• "AI tokens" - a unit of measurement for the resource consumption of AI language models, which measures the volume of data processing by the LLM system

• "Service Fee" - a periodic or one-time monetary fee paid by the Client for the provision of the agreed services, as defined in a special contract or an accepted offer.

• "Personal data" - all data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and the Act on the Implementation of the General Data Protection Regulation (OG 42/18).

Article 3: Description and scope of services

The Service Provider designs, develops, and integrates AI agents tailored to the Client's business processes. This includes the development of customer service chatbots, voice agents, sales and lead generation agents, and autoresponders available 24/7 through websites, WhatsApp Business, Facebook Messenger, Slack and similar channels.

The Service Provider configures and implements automated workflows that connect the Client's various business applications (CRM, ERP, e-commerce platforms, calendars, databases, etc.) with the aim of eliminating manual data entry, reducing operational costs and increasing efficiency.

As a managed solution, the Service Provider covers, within the agreed fee, the operating costs of third-party platforms necessary for the functioning of the delivered system, including licenses for n8n Cloud, Voiceflow and the consumption of AI tokens, unless otherwise regulated by a separate agreement.

For Clients with specific business requirements, the Service Provider develops tailor-made solutions that include custom AI logic, specific integrations, and proprietary dataset management (knowledge base).

Article 4: Conclusion of contracts and orders

The contractual relationship between the Service Provider and the Client is established in one of the following ways:
• by accepting the written offer of the Service Provider by the Client (by e-mail, signature or electronically)
• by signing a special contract for the provision of services

The service provider reserves the right to refuse to conclude a contract without explanation.

Article 5: Fee, invoicing and payment

The amount of the service fee is determined by a special contract or an accepted offer. The Service Provider reserves the right to adjust the price for new contractual periods with written notice to the Client at least 30 (thirty) days in advance.

Invoices are issued in accordance with the agreed periodicity (one-time, monthly, quarterly or annually). The payment deadline is 15 (fifteen) days from the date of issuance of the invoice, unless a separate contract stipulates a different deadline.

Statutory default interest is calculated on the amount of untimely paid fees in accordance with the applicable regulations of the Republic of Croatia. The Service Provider reserves the right to temporarily suspend the service in the event of a payment delay of more than 30 (thirty) days.

Article 6: Fair Use Policy

All managed services are subject to a Fair Use Policy to ensure stability, availability, and equality of service for all users. The scope of use (measured by the consumption of AI tokens, the number of API calls, the volume of automated transactions, etc.) is defined by a separate contract for each project.

If the Client's use consistently and significantly exceeds the agreed scope, the Service Provider has the right, with prior written notice to the Client:
• adjust the amount of the fee in proportion to the actual scope of use
• temporarily limit or pause service capacities until new conditions are agreed
• offer the Client an upgrade to a higher service package

Article 7: Intellectual property

All intellectual rights to the underlying logic, architecture, n8n workflows, custom code, AI models, prompts and other documentation developed within the provision of the service remain the exclusive property of the Service Provider (BLUE SAND d.o.o.), unless a special agreement expressly agrees on the purchase or transfer of rights.

Customer is granted a non-exclusive, non-transferable license to use the Integrated Solution for its own business purposes for the duration of the Agreement. The license does not include the right to access the source code, workflow configuration files, or system replication without the written consent of the Service Provider.

The content, data, logos and materials provided by the Client to the Service Provider for implementation shall remain the property of the Client. The Client guarantees that he owns all necessary rights to the materials he submits and that they do not infringe the rights of third parties.

Article 8: Responsibility for the accuracy of AI systems and limitation of liability

The client is familiar with and accepts that AI agents function based on large language models (LLMs) that are probabilistic systems in nature. Such systems may, despite being appropriately configured, occasionally generate incorrect, incomplete or contextually inappropriate responses (so-called 'hallucination' of the model).

The Service Provider is not responsible for:
• business decisions or actions taken based on the output data generated by the AI system
• financial damage, loss of revenue or business opportunities incurred as a result of the AI agent's erroneous or incorrect output
• damage caused by misinterpretation or inappropriate use of the AI system by the Client's end users

The Service Provider shall have no liability whatsoever to the Client under or in connection with this Agreement, except only in cases of gross misconduct on the part of the Service Provider

Article 9: Dependencies on third parties and availability of the service

The Provider's systems partially rely on the stability and availability of APIs and infrastructure of third-party platforms (OpenAI, Anthropic, Google, n8n, Voiceflow, Meta, etc.). The Service Provider is not responsible for interruptions, performance degradation or loss of data caused by outages or changes in the terms and conditions of these providers.

The Service Provider strives to ensure high availability of the service, but does not guarantee absolute availability and does not take responsibility for occasional interruptions caused by:
• planned or urgent technical works on infrastructure
• On the other hand, third-party platforms
• force majeure, cyber-attacks or other circumstances beyond the reasonable control of the Service Provider

Article 10: Obligations of the client

The Client undertakes: • use the services in accordance with these GTC, a special contract and applicable law
• timely submit all data, approaches and materials necessary for the implementation of the agreed implementation
• ensure that the use of AI agents by its employees and end-users complies with applicable laws, in particular with regard to the protection of personal data and the transparency of AI systems
• inform end-users that they are communicating with the AI agent, in line with the transparency obligations set out in Article 50. Regulation (EU) 2024/1689 on Artificial Intelligence (EU AI Act)
• not to use the services for illegal purposes, spreading disinformation, incitement to hatred or any content that violates the rights of third parties
• immediately notify the Service Provider of any detected error, security incident or unexpected behavior of the AI system

Article 11: EU AI Act - Classification and transparency obligations

The Service Provider and the Client confirm that they are aware of the obligations arising from Regulation (EU) 2024/1689 of the European Parliament and of the Council on Artificial Intelligence (EU AI Act), which entered into force on 1 August 2024 and from which certain obligations apply from February 2025 onwards.

AI agents and automated systems developed and implemented by the Service Provider are generally classified as Limited Risk AI Systems in accordance with the Regulation. The following transparency obligations apply to such systems:
• End-users must be clearly informed that they are communicating with the AI system and not with a natural person (Article 50 of the EU AI Acta)
• As a "deployer" (user of the AI system), the client is responsible for the implementation of technical and organizational measures that ensure compliance with the Regulation within its business
• The service provider as a "provider" (provider of AI systems) is responsible for the appropriate documentation of the system and technical support in meeting the requirements of the Regulation

In the event that a particular solution is classified as a High-Risk AI System according to the specific application of the Client in accordance with Annex III of the Regulation, the Service Provider and the Client will agree on special compliance measures by a separate contract.

Article 12: Confidentiality

Each Party undertakes to keep secret all confidential information received from the other Party in the context of business cooperation, including technical specifications, business strategies, client lists, prices and trade secrets.

The obligation of confidentiality shall remain in force even after the termination of the contractual relationship for a period of 5 (five) years, except for information that has become publicly available through no fault of the party receiving the information.

Article 13: Duration of the contract and termination

The contract is concluded for the period specified in a special contract or offer. In the absence of a special agreement, the contract is considered concluded for an indefinite period of time with a notice period of 30 (thirty) days, which is delivered in writing.

Each party has the right to terminate the contract with immediate effect (termination for good cause) if:
• the other party materially breaches the provisions of the contract or these GTC, and fails to remedy the breach within 15 days of the written warning
• bankruptcy or liquidation proceedings are opened against the other party
• The provision of the service becomes impossible due to changes in law or regulation

Article 14: Amendments to the GTC

The Service Provider reserves the right to amend these GTC. The Client will be notified of any changes at least 30 (thirty) days in advance, by e-mail or by posting on the Service Provider's website. The continuation of the use of the service after the entry into force of the amended GTC is considered acceptance of the new terms and conditions.

Article 15 — Governing Law and Dispute Resolution

The law of the Republic of Croatia shall apply to these GTC and all contracts concluded between the Service Provider and the Client.

The parties undertake to endeavour to resolve all disputes amicably. In the event that an amicable solution is not possible within 30 days of the occurrence of the dispute, the competent court in Zagreb, Republic of Croatia shall have jurisdiction.

Article 16: Final provisions

If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that is as consistent as possible with the purpose originally envisaged.

These GTC enter into force on 1 June 2026 and replace all previous versions of the GTC.

Contact for legal issues: info@cupres-ai.com | BLUE SAND d.o.o., Rovinjska 4, 21000 Split, Republic of Croatia