Terms and Conditions

B2B Project Services for airis:net

Provider: irisnet GmbH, Niederkasseler Lohweg 175, 40547 Düsseldorf, Germany

August 2026

These Terms and Conditions (the “Terms”) govern project-based business-to-business services provided by irisnet GmbH, operating under the airis:net brand (“Provider”, “airis:net”, “we”, “us”), to the business customer identified in the applicable offer, statement of work, project agreement, purchase order accepted by Provider, or other ordering document (“Customer”).

These Terms apply to the general airisnet.com business and project website. They do not replace product-specific terms for standard products, online shops, subscriptions, or services offered under other airis brands or domains, including airisident.com, airisprotect.com, and airistraffic.com, unless expressly stated otherwise in the relevant project document.

I. Scope and B2B Use

(1) These Terms apply to customized B2B projects, consulting, development, integration, installation, configuration, support, maintenance, and related services in visual AI, computer vision, image and video analysis, operational safety, logistics, traffic, perimeter protection, industrial monitoring, content analysis, and similar business use cases (the “Services”).

(2) airisnet.com is a general business and information website. Website content, demonstrations, case studies, product descriptions, and marketing materials are not binding offers. A contract is formed only in accordance with Section 3.

(3) These Terms apply only to business customers acting in the course of their trade, business, or profession. Provider does not contract with consumers under these Terms. Separate product-specific terms apply to standard products, online shops, subscriptions, or product-specific order processes.

II. Definitions and Interpretation

(1) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership or control of more than 50% of the voting interests of that entity.

(2) “Agreement” means these Terms together with the applicable Project Documents and any data processing agreement, service level agreement, support terms, change order, or other document expressly incorporated by reference.

(3) “Analysis Results” means outputs generated or provided through the Services, including classifications, detections, alerts, confidence scores, metadata, reports, recommendations, or other results derived from visual or related data.

(4) “Business Day” means any weekday other than a public holiday in Düsseldorf, Germany.

(5) “Confidential Information” means non-public information disclosed by or on behalf of one party to the other party that a reasonable business person would regard as confidential, including business, technical, operational, financial, customer, supplier, product, project, software, AI model, data, know-how, design, security, and trade secret information. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known by the receiving party before disclosure, is lawfully received from a third party without a confidentiality obligation or is independently developed without use of the disclosing party’s Confidential Information.

(6) “Customer Data” means all data, content, images, video, audio, URLs, streams, API requests, metadata, configuration data, site information, documentation, instructions, and other materials supplied by or on behalf of Customer or made accessible to Provider for the purposes of the Agreement.

(7) “Customer Environment” means Customer’s premises, construction sites, logistics sites, production areas, IT systems, networks, cameras, sensors, servers, cloud environments, websites, applications, URLs, data sources, and other environments relevant to the Services.

(8) “Deliverables” means work results, configurations, integrations, documentation, reports, custom software components, trained or configured models, hardware installations, or other items that Provider expressly agrees to deliver under the Project Documents. Deliverables do not include Provider Technology unless expressly stated otherwise.

(9) “Fees” means the fees, rates, expenses, hardware prices, support charges, recurring fees, or other amounts payable by Customer as set out in the Project Documents or otherwise agreed in writing.

(10) “Hardware” means cameras, sensors, edge devices, servers, mounting equipment, cabling, networking devices, or other physical equipment supplied, installed, configured, or recommended by Provider under the Project Documents.

(11) “Personal Data” has the meaning given to it under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR), to the extent applicable.

(12) “Project Documents” means Provider’s offer, quotation, statement of work, project agreement, purchase order accepted by Provider, service description, technical specification, change order, or similar written document describing the scope, Fees, timeline, assumptions, and deliverables of a project.

(13) “Provider Technology” means Provider’s pre-existing and independently developed software, AI models, algorithms, frameworks, APIs, tools, workflows, libraries, templates, interfaces, know-how, documentation, methods, inventions, trade secrets, and other technology, including improvements, updates, modifications, and derivatives of the foregoing.

(14) “Third-Party Components” means third-party software, hardware, cloud services, open-source components, libraries, models, APIs, platforms, or other materials used in connection with the Services.

(15) In these Terms, words such as “including” and “in particular” mean “including without limitation”. References to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

III. Contract Formation and Order of Precedence

(1) A contract is formed when Customer accepts Provider’s offer in writing, Provider accepts Customer’s purchase order in writing, both parties sign a Project Document, or Provider begins performance with Customer’s consent after an agreed offer.

(2) Customer’s general purchasing, procurement, portal, vendor, or similar terms do not apply unless Provider expressly accepts them in writing. Performance of Services or acceptance of a purchase order does not constitute acceptance of Customer’s terms.

(3) In case of conflict, the order of precedence is: (a) data processing agreement or mandatory privacy/security annex; (b) relevant Project Document; (c) these Terms; (d) other incorporated documents. Product-specific terms prevail for the relevant product if Section 1.(3) applies. Changes to scope, schedule, assumptions, data sources, acceptance criteria, milestones, or Fees require written confirmation by Provider and may be charged separately.

IV. Services and Project Performance

(1) Provider will perform the Services with reasonable skill and care and in accordance with the applicable Project Documents. Unless expressly agreed otherwise, delivery dates, milestones, processing speeds, model performance expectations, and installation dates are estimates only.

(2) The technical solution and performance depend on the Customer Environment, data quality, camera positioning, lighting, connectivity, Customer instructions, legal constraints, third-party systems, and similar project-specific circumstances. Provider is not responsible for delays, defects, or reduced performance caused by Customer, third parties, unsuitable infrastructure, insufficient data quality, missing permissions, public networks, or circumstances outside Provider’s reasonable control.

(3) Services may be provided remotely or on site by Provider’s employees, Affiliates, subcontractors, or specialists. Customer must ensure timely access to premises, systems, networks, power, internet, mounting locations, permits, site safety instructions, and other required resources. Provider may suspend on-site work if the site is unsafe, access or permissions are incomplete, or the requested work appears unlawful or likely to violate third-party rights.

(4) Provider may improve, update, modify, or replace Provider Technology if this does not materially reduce agreed functionality. Provider may offer, develop, use, or license similar services, software, models, documentation, or technology for third parties.

V. Image, Video, URL, and Camera-Based Analysis

(1) Customer may make images, video frames, streams, URLs, datasets, API payloads, or other visual data available for analysis. Unless agreed otherwise, Customer remains responsible for hosting, storing, maintaining, securing, and making available the relevant URLs, streams, systems, and source data in the Customer Environment.

(2) Unless agreed otherwise in the Project Documents or a data processing agreement, Provider does not permanently store Customer’s source images, source videos, or camera streams. Provider processes such data transiently to perform the analysis and return Analysis Results, but may retain logs, configuration data, error reports, Analysis Results, and business records as necessary for performance, troubleshooting, security, accounting, legal compliance, or enforcement.

(3) Any hosting, archiving, model training, or retention of Customer Data beyond transient processing must be set out in the Project Documents or a data processing agreement, including scope, duration, security measures, retention period, deletion process, and data protection terms.

(4) Analysis Results may identify or estimate project-specific objects, events, characteristics, or patterns, including protective equipment, people, vehicles, movement, perimeter events, unsafe behavior, nudity, violent objects, hate symbols, drugs, alcohol, or other configured categories. Categories, thresholds, alert rules, and outputs must be specified in the Project Documents or technical configuration.

(5) AI and computer vision systems are probabilistic and may produce false positives, false negatives, incomplete results, or inaccurate confidence scores. Analysis Results are decision-support tools only. Customer is solely responsible for human review, legal assessments, final decisions, operational responses, safety measures, employment or disciplinary decisions, access control actions, notifications, and other actions based on or connected with the Analysis Results.

(6) Unless expressly agreed in writing, the Services are not intended as the sole basis for decisions producing legal or similarly significant effects concerning individuals, nor for life-critical, emergency, medical, aviation, military weapon, autonomous vehicle, or similarly high-risk applications where failure could reasonably lead to death, serious injury, or severe environmental or property damage.

VI. Customer Obligations

(1) Customer must provide all cooperation, information, instructions, access, test data, feedback, approvals, and decisions reasonably required for the Services and must ensure that Customer Data and instructions are accurate, complete, current, lawful, and suitable for the intended project purpose.

(2) Customer is responsible for the Customer Environment, including camera locations, field of view, signage, lighting, network stability, access rights, system security, hardware compatibility, data availability, data quality, and backups. Provider is not responsible for backing up Customer’s source data unless expressly agreed.

(3) Customer must comply with all laws and regulatory requirements applicable to its use of the Services, Customer Environment, Customer Data, cameras, surveillance activities, workplace monitoring, public-space or traffic monitoring, perimeter security, occupational health and safety, labor relations, co-determination or works council requirements, telecommunications, export control, sanctions, and data protection. Customer must obtain and maintain all notices, consents, permissions, licenses, permits, works council approvals, data protection assessments, signage, policies, contractual rights, and legal bases required for Provider’s performance.

(4) Customer must not provide unlawful data, instructions, or access, or anything that infringes third-party rights, violates data protection laws, contains malicious code, or could reasonably damage Provider’s systems, reputation, or third-party rights. Customer must keep all accounts, API keys, URLs, passwords, tokens, VPN credentials, certificates, and other access mechanisms secure and promptly notify Provider of relevant unauthorized access or security incidents.

(5) If Customer delays or fails to perform an obligation, Provider may reasonably adjust timelines, suspend performance, charge additional Fees for waiting time, rework, travel, or rescheduling, and invoice agreed milestones as if the delay had not occurred.

VII. Hardware, Installation, and Site Work

(1) If the Project Documents include Hardware, the type, quantity, ownership model, delivery location, installation scope, and pricing will be set out there. Unless agreed otherwise, risk of loss or damage passes upon delivery to Customer or Customer’s site, and title to Hardware sold to Customer passes only after full payment. Hardware supplied for testing, rental, lease, managed service, or proof-of-concept remains Provider’s or the relevant third party’s property unless expressly sold.

(2) Customer is responsible for preparing installation locations, obtaining site or landlord permissions, ensuring structural suitability, power, network availability, cable routes, safety clearances, and compliance with site-specific rules. Provider may rely on Customer’s site information and is not responsible for hidden defects, unsuitable mounting structures, or inaccessible infrastructure.

(3) Provider’s installation of cameras, sensors, or AI systems does not make Provider the operator of Customer’s workplace, surveillance system, traffic system, safety program, perimeter security program, or logistics process unless expressly agreed in writing. Customer must inspect installed Hardware and Deliverables without undue delay. Provider will reasonably remedy installation defects for which Provider is responsible; damage, misuse, unauthorized modification, unsuitable environmental conditions, third-party interference, or Customer’s failure to follow instructions are excluded.

VIII. Acceptance and Defects

(1) If the Project Documents define acceptance criteria or an acceptance process, those apply. Otherwise, Deliverables are deemed accepted when Customer confirms acceptance in writing, begins productive use, or does not report a material defect within ten Business Days after delivery, installation, or availability for testing.

(2) A defect exists only if a Deliverable materially deviates from agreed specifications. Minor deviations, cosmetic issues, Customer Environment dependencies, AI inaccuracy inherent in probabilistic systems, or issues caused by Customer Data, Customer systems, Third-Party Components, or Customer instructions are not defects.

(3) Customer must describe alleged defects in reasonable detail and provide logs, screenshots, examples, test data, access, and cooperation required for investigation.

(4) Provider’s primary remedy for a confirmed defect is, at Provider’s choice, correction, re-performance, workaround, reconfiguration, replacement, or reasonable mitigation support. Service levels apply only if expressly agreed.

IX. Fees, Expenses, and Payment

(1) Customer must pay the Fees set out in the Project Documents. Fees may be fixed-price, time-and-materials, milestone-based, usage-based, recurring, hardware-based, support-based, or a combination of these models.

(2) Unless expressly stated otherwise, all Fees are in euros and exclusive of VAT, taxes, duties, levies, customs charges, withholding taxes, travel expenses, accommodation, shipping, Third-Party Components, and other out-of-pocket costs. Customer must pay without set-off, withholding, or deduction unless required by mandatory law.

(3) Unless the Project Documents state otherwise, Provider invoices monthly, at milestones, after delivery, or after performance. Invoices are due within fourteen days from the invoice date and must be paid in full and cleared funds.

(4) If Customer fails to pay when due, Provider may charge statutory default interest and collection costs, suspend performance or access, withhold Deliverables, refuse new work, or terminate.

(5) Fees are non-cancellable and non-refundable except as expressly stated or required by law. Customer-requested cancellation, postponement, or scope reduction may result in charges for work performed, committed resources, non-cancellable third-party costs, purchased Hardware, travel costs, and reasonable wind-down costs.

X. Intellectual Property Rights

(1) Customer retains all rights in Customer Data and pre-existing materials. Customer grants Provider a non-exclusive, worldwide right to access, use, process, copy, transmit, adapt, display, and analyze Customer Data solely to perform, troubleshoot, secure, support, improve, and maintain the Services, create and provide Analysis Results, and exercise Provider’s rights under the Agreement.

(2) Provider and its licensors retain all rights in Provider Technology. Customer receives no ownership rights in Provider Technology except as expressly granted.

(3) Subject to full payment, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to use Deliverables and Analysis Results for Customer’s internal business purposes in the agreed Customer Environment and for the agreed project purpose. Broader use, resale, external distribution, sublicensing, public offering, or use for third-party services requires Provider’s prior written consent.

(4) Custom software, configurations, reports, documentation, or other Deliverables are licensed, not sold, unless the Project Documents expressly transfer ownership. Any transfer does not include Provider Technology, generic know-how, reusable components, AI models, algorithms, frameworks, templates, libraries, tools, methods, or improvements unless expressly stated.

(5) Provider may use general skills, know-how, experience, ideas, concepts, methods, learning, aggregated or anonymized information, and Customer feedback for analytics, benchmarking, quality assurance, security, product improvement, and business purposes, provided Provider does not identify Customer, individuals, or Customer’s confidential operations or disclose Confidential Information in breach of the Agreement.

XI. Use Restrictions

(1) Customer must not copy, resell, sublicense, publish, make available, reverse engineer, decompile, extract, bypass, overload, scrape, probe, or misuse Provider Technology or the Services, use them to build or improve a competing product, transmit malicious code, infringe third-party rights, act unlawfully, or use Analysis Results as the sole basis for prohibited profiling, unlawful surveillance, unlawful discrimination, or unlawful automated decisions concerning individuals. Mandatory statutory rights remain unaffected.

(2) Provider may suspend access to Services, systems, integrations, APIs, Deliverables, or support if Provider reasonably believes Customer has breached Section 11.(1), payment is overdue, continued performance creates legal or security risk, or suspension is necessary to protect Provider, Customer, or third parties.

XII. Personal Data and Data Protection

(1) The parties will comply with applicable data protection laws. Where Provider processes Personal Data on behalf of Customer in connection with the Services, Customer is the controller and Provider is the processor unless expressly agreed otherwise in writing.

(2) If Personal Data is processed, the parties will enter into, or be deemed to have entered into, a data processing agreement in accordance with applicable data protection laws. In case of conflict regarding Personal Data, the data processing agreement prevails.

(3) Customer is responsible for ensuring that its use of the Services, including camera operation, workplace or public-area monitoring, URL-based image analysis, AI analysis, alerting, reporting, and use of Analysis Results, has a valid legal basis and complies with transparency, information, signage, consultation, co-determination, retention, data subject rights, data minimization, security, and assessment obligations.

(4) Customer must not instruct Provider to process Personal Data that Customer is not legally entitled to process or for a purpose not covered by the Agreement, data processing agreement, or law. Provider will implement appropriate technical and organizational measures for Customer Data, considering the nature, scope, context, purpose, state of the art, implementation costs, and risks of processing.

(5) Unless expressly agreed otherwise, Provider does not act as Customer’s data protection officer, legal advisor, surveillance operator, employer representative, works council negotiator, or compliance auditor. Customer remains responsible for legal compliance of its business processes and use cases.

(6) Customer must not provide payment card data, special categories of Personal Data, biometric data used for unique identification, children’s data, criminal offense data, or other sensitive data unless expressly permitted in the Project Documents and data processing agreement and Customer has ensured a valid legal basis and safeguards.

(7) Upon termination or completion, Provider will delete or return Customer Data in accordance with the Project Documents and data processing agreement, unless retention is legally or legitimately required.

XIII. Confidentiality

(1) The receiving party must protect the disclosing party’s Confidential Information using at least reasonable care and must not use it except to perform or exercise rights under the Agreement.

(2) Confidential Information may be disclosed only to Affiliates, employees, contractors, professional advisors, auditors, insurers, and subcontractors who need to know it for the Agreement and are bound by protective confidentiality obligations or professional duties, or if disclosure is required by law, court order, regulatory authority, or stock exchange rule. Where legally permitted, the receiving party must give prompt notice and reasonable assistance to limit disclosure.

(3) Confidentiality obligations continue for five years after termination of the relevant Agreement. Trade secrets remain protected for as long as they qualify as trade secrets. The disclosing party may seek injunctive relief, specific performance, and other available remedies.

XIV. Warranties and Disclaimers

(1) Provider warrants that it will perform the Services with reasonable skill and care. Provider does not warrant that the Services, Deliverables, Analysis Results, Hardware, integrations, or AI models will be uninterrupted, error-free, free from false positives or false negatives, or fit for a purpose not expressly agreed in the Project Documents.

(2) Customer acknowledges that visual AI performance depends on data quality, camera position, lighting, occlusions, weather, motion, angle, resolution, connectivity, configuration, environment, and other factors outside Provider’s exclusive control. Provider does not guarantee prevention of accidents, crimes, intrusions, safety violations, workplace or traffic incidents, content violations, regulatory breaches, data breaches, or financial loss.

(3) Third-Party Components may be subject to their own terms, warranties, support policies, and availability. Provider is not responsible for third-party products or services except as expressly assumed or required by mandatory law. Except as expressly stated, all warranties, conditions, representations, guarantees, and terms are excluded to the maximum extent permitted by law.

XV. Indemnity

(1) Customer will indemnify and hold Provider harmless from third-party claims, damages, fines, penalties, costs, and expenses, including reasonable legal fees, arising from Customer Data, Customer’s instructions, use cases, use of Analysis Results, unlawful or unauthorized surveillance, monitoring, recording, or data processing by Customer, missing rights, notices, consents, permits, or approvals, breach of Sections 6, 11, or 12, or Customer’s modification or combination of the Services with systems or data not supplied by Provider.

(2) Provider will promptly notify Customer of any claim for which indemnity is sought, provide reasonable cooperation, and allow Customer to control the defense and settlement, provided that Customer may not settle in a way that imposes liability, admission of wrongdoing, or ongoing obligation on Provider without Provider’s prior written consent.

XVI. Limitation of Liability

(1) Nothing in the Agreement limits or excludes liability for intent, gross negligence, injury to life, body, or health, fraud, fraudulent misrepresentation, mandatory product liability, guarantees expressly assumed, or any other liability that cannot be limited or excluded under applicable law.

(2) Subject to Section 16.(1), Provider’s liability for simple negligence is limited to breach of material contractual obligations whose fulfillment enables proper performance of the Agreement and on whose compliance Customer may regularly rely. In such cases, Provider’s liability is limited to typical, foreseeable damage.

(3) Subject to Section 16.(1), neither party is liable for indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, interruption of business, procurement of substitute services, or reputational damage. Provider’s total aggregate liability arising out of or in connection with a Project Document is limited to the Fees actually paid by Customer under the affected Project Document during the twelve months immediately preceding the event giving rise to the claim.

(4) Customer remains solely responsible for decisions and actions based on Analysis Results, operation of the Customer Environment, compliance of its business processes, and any content, notices, policies, or actions taken by Customer or third parties at Customer’s direction.

XVII. Term, Suspension, and Termination

(1) The Agreement for a project begins on the effective date stated in the Project Documents or, if no date is stated, when the contract is formed under Section 3.(1). It continues until completion, expiry of the agreed term, or termination in accordance with the Agreement.

(2) Either party may terminate the Agreement or an affected Project Document for material breach if the breach is not cured within thirty days after written notice. If the breach cannot be cured, termination may be immediate.

(3) Provider may suspend performance or terminate with immediate effect if Customer fails to pay overdue amounts after notice, materially breaches Sections 6, 11, or 12, gives unlawful or materially risky instructions, becomes insolvent, enters liquidation or ceases business, or continued performance is prevented by force majeure for more than sixty days.

(4) Customer may terminate a Project Document for convenience only if expressly permitted or agreed by Provider in writing. Customer must pay all Fees for work performed, committed resources, purchased Hardware, non-cancellable third-party costs, travel costs, and reasonable wind-down costs. Upon termination or expiry, unpaid Fees become due; Confidential Information must be returned or destroyed as reasonably requested, subject to retention obligations and backup cycles; licenses end except where stated to survive; Provider may disable access; and provisions intended to survive, including Sections 9 to 18 and 20 to 25, survive.

XVIII. Force Majeure

(1) Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, labor disputes, epidemics, pandemics, government action, power failures, network or internet outages, qualifying cyberattacks, supplier or subcontractor failures, fire, flood, storm, or transportation disruption.

(2) The affected party must notify the other party, mitigate the impact, and resume performance as soon as reasonably practicable.

XIX. Publicity and References

(1) Provider may identify Customer as a customer or project reference, including use of Customer’s name and logo, only with Customer’s prior written consent or as expressly permitted in the Project Documents.

(2) Neither party may issue a press release or public announcement about a project without the other party’s prior written consent, unless required by law or regulatory obligation.

XX. Export Control and Sanctions

(1) Customer must comply with all applicable export control, trade sanctions, customs, and embargo laws and must not use, export, re-export, provide access to, or transfer the Services, Deliverables, Provider Technology, or Analysis Results in violation of such laws.

(2) Provider may suspend or refuse performance if it reasonably believes performance would violate such requirements.

XXI. Assignment and Subcontracting

(1) Customer may not assign, transfer, subcontract, or delegate rights or obligations under the Agreement without Provider’s prior written consent.

(2) Provider may assign the Agreement to an Affiliate or successor in connection with a merger, reorganization, sale of assets, or transfer of the relevant business, provided the assignee is capable of performance. Provider may subcontract performance in accordance with Section 4.(3).

XXII. Notices

(1) Notices must be in writing and delivered by email, courier, or registered mail to the addresses stated in the Project Documents. Notices to Provider may be sent to [email protected] or any other address notified by Provider.

(2) Email notices are deemed received when confirmed or successfully transmitted, excluding automated out-of-office replies. Courier or registered mail notices are deemed received upon delivery or attempted delivery.

XXIII. Changes to These Terms

(1) Provider may update these Terms for future projects. The applicable version is the version referenced in the relevant Project Documents or provided when the contract is formed.

(2) Changes do not affect existing Project Documents unless agreed in writing or required by mandatory law.

XXIV. General Provisions

(1) The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment relationship, fiduciary relationship, or authority for either party to bind the other.

(2) Failure or delay to exercise a right is not a waiver. A waiver is effective only if made in writing and only for the specific circumstance for which it is given.

(3) If any provision is invalid, illegal, or unenforceable, the remaining provisions remain in effect. The invalid provision will be replaced by a valid provision that most closely reflects the commercial intent of the original provision, to the extent legally permissible.

(4) The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior related proposals, discussions, negotiations, statements, and agreements. Customer acknowledges that it has not relied on any statement not expressly included in the Agreement. No third party has rights under the Agreement.

(5) Unless expressly agreed otherwise, the contract language is English; translations are for convenience only and the English version prevails.

XXV. Governing Law and Jurisdiction

(1) The Agreement is governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict-of-law rules to the extent they would lead to the application of another law.

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement is Düsseldorf, Germany, to the extent legally permissible. Provider may also bring claims at Customer’s general place of jurisdiction.