Hippo Server

Terms & Conditions

9 April 2026

§ 1 General Provisions and Subject Matter

(1) These Special Terms of Use govern the provision, use and ongoing development of a generative AI system ("Hippo Server"), operated by Open Hippo GmbH ("Contractor") as a locally installed on-premises solution within the IT environment of the Customer ("Client").

(2) To this end, the Contractor provides an integrated bundle of technical and software-related services, structured into the following components, which together constitute the agreed scope of services.

(3) The Contractor's services are divided into the following components, which may be used according to the Client's needs.

a) Hardware Delivery

Encompasses the delivery, commissioning and integration of an AI server at the Client's premises. Technical specifications and requirements are set out in the relevant product description and individual arrangements made during provisioning.

b) Software Rental

Covers the time-limited provision of the software modules Hippo Token and Hippo Chat for use by the Client within the delivered on-premises AI solution. The scope and conditions of the software provision, as well as the associated usage rights, are set out in these Special Terms and the accompanying technical documentation.

c) Software Customisation and Development

Includes carrying out adaptations, extensions and further development of the software provided.

d) Maintenance and Consultancy Services

Encompasses all maintenance, monitoring and support measures required to ensure the ongoing functionality and security of the hardware and software components. In addition, professional consultancy services relating to the use, further development and optimisation of the AI solution are provided. The specific service parameters, in particular response times and service hours, are set out in the applicable service level agreements (SLAs).

(4) These Special Terms of Use for the development and use of the generative AI system Hippo Server take precedence over the General Terms and Conditions for the Use of Generative AI Systems of Open Hippo GmbH.

§ 2 Contractor's Personnel

(1) The Contractor is free to choose the individuals it deploys to provide the services. Where the Contractor has named specific individuals to the Client whom it intends to deploy, this reflects the planning position at the time of naming. The Client has no right to require the deployment of named individuals.

(2) Individuals deployed by the Contractor to provide services are not subject to the Client's right of direction. This applies in particular where individuals deployed by the Contractor provide services on the Client's premises. Both parties will take appropriate measures to prevent any arrangement constituting the supply of temporary workers.

§ 3 Subcontractors

(1) The Contractor is entitled to engage subcontractors to provide the services.

(2) The Contractor will structure its agreements with subcontractors in a manner consistent with the provisions of this Agreement.

§ 4 Client's Obligations to Co-operate

(1) The Client will provide the agreed cooperation, including any required resources. Beyond the explicitly stated cooperation obligations, the Client will provide any further cooperation required for the Contractor's performance of the services in accordance with the contract and as is generally customary, and in particular will:

• (a) make all required information available to the Contractor;
• (b) grant the Contractor the usage rights necessary to perform its services; and
• (c) grant access to its IT systems, to the extent that such access has not been contractually assigned to the Contractor's scope of obligations.

(2) Where cooperation obligations are owed and their specification has not already been made contractually, the Contractor shall request such cooperation from the Client in writing with reasonable advance notice and specifying the relevant framework conditions. The Contractor will notify the Client in writing without undue delay of any cooperation it considers insufficient.

(3) The Contractor will review the plausibility of information provided by the Client and will draw the Client's attention to any errors it identifies. No further duty of inspection or notification beyond this applies to the Contractor.

(4) Unless otherwise agreed in individual cases, all cooperation obligations are to be provided to the Contractor free of charge.

(5) The obligations to be performed by the Client constitute genuine obligations and not merely collateral duties. If and to the extent the Client fails to perform, or does not perform in a timely or agreed manner, its obligations, and this has an effect on the Contractor's performance, the Contractor is released from providing the affected services. The Contractor's relevant performance deadlines are extended by a reasonable period. Any additional costs incurred by the Contractor and substantiated shall be separately remunerated on the basis of the agreed terms, without prejudice to any further rights of the Contractor.

§ 5 Remuneration and Default

(1) Remuneration for the services owed under these Special Terms is based on separate individual agreements between the Contractor and the Client. Where the parties have not agreed a fixed fee, remuneration is on a time-and-materials basis. In such cases, the Contractor's rates applicable at the time of service delivery shall apply.

(2) Services outside the agreed scope of services or subject matter of the contract shall be separately remunerated by the Client. This also applies to services arising from incorrect or incomplete information provided by the Client, defect reports that cannot be verified, improper use of the system, or breaches of obligation by the Client.

(3) The Contractor will invoice remuneration in accordance with the payment schedule set out in Annex 5. Invoices are due for payment without deduction within 14 days of the invoice date. Where the Client is in arrears with payment, the outstanding amount accrues interest at 9 percentage points above the applicable base interest rate. This is without prejudice to the assertion of further rights. All fees are exclusive of applicable VAT.

§ 6 Confidentiality

(1) The parties will treat all trade secrets, including the content of this Agreement, and any other information of the other party designated as confidential (hereinafter "Confidential Information") as confidential. The receiving party ("Recipient") will treat Confidential Information with the same care as it applies to its own confidential information of equivalent sensitivity, and in any event with the care of a prudent business person.

(2) Confidential Information may only be used in connection with this Agreement. Without the prior consent of the disclosing party, Confidential Information may not be passed on to third parties. Consent must be in writing. Affiliated companies of the parties and advisers bound by law to maintain confidentiality are not considered third parties for the purposes of this paragraph.

(3) To the extent required by applicable statutory obligations, the Recipient is also entitled to disclose Confidential Information. Where legally permissible, the Recipient will inform the disclosing party prior to disclosure.

(4) The parties will impose confidentiality obligations on their employees or third parties to whom they pass Confidential Information, within the relevant subcontractor or employment relationship, providing that the confidentiality obligation continues beyond the end of that relationship, to the extent that a corresponding general duty of confidentiality does not already exist.

(5) Exempted from the confidentiality obligation is information that:

• (a) was already publicly known at the time of conclusion of the contract, or subsequently becomes publicly known without breach of the confidentiality obligations contained in this Agreement;
• (b) the Recipient has developed independently of this Agreement; or
• (c) the Recipient has received from third parties or from the disclosing party outside this Agreement without a confidentiality obligation.

The burden of proving the existence of any exception listed in this paragraph lies with the party invoking it.

(6) Upon termination of this Agreement, the parties will return or destroy Confidential Information of the other party in their possession upon request. Excluded from this are Confidential Information subject to a longer statutory retention obligation and backups made as part of normal backup processes.

(7) The confidentiality obligation applies for the duration of this Agreement and for a period of three (3) years after its termination.

(8) The Contractor is entitled to use experiential knowledge — such as ideas, concepts, methods and know-how — developed or disclosed during performance of the contract and retained in the memory of the individuals deployed by the Contractor. This does not apply to the extent that doing so would infringe the Client's industrial property rights or copyrights. The confidentiality obligation remains unaffected.

§ 7 Data Protection

(1) The parties will comply with the data protection laws applicable to them respectively.

(2) Where the Contractor processes the Client's personal data on a commissioned basis in the course of providing services, the parties will enter into a data processing agreement in accordance with Art. 28 GDPR before processing begins.

§ 8 Changes

Changes to the specifications may arise from changed requirements of the Client or from changed product standards. Either party may demand the adjustment of specifications within a reasonable period. The other party must be given adequate and sufficient time to review the request for changes. If the other party fails to raise substantiated objections to the request for changes within a further reasonable period, the changes are agreed on otherwise unchanged terms and become part of the Agreement. The parties will regularly review the specifications at the beginning of the third quarter of each calendar year and agree any revised specifications as required for the following calendar year, unless an adjustment has already been made pursuant to the foregoing.

§ 9 Special Provisions for Individual Service Components

1. Hardware Delivery

(1) Scope of Services

As part of the AI solution, the Client's location will be provided with, and put into operation with, the hardware required to operate the solution.

This hardware delivery encompasses in particular:

• procurement of all hardware components required for commissioning;
• delivery of the complete system to the Client's premises;
• installation and basic configuration of the hardware including power supply, network connection and physical integration;
• integration into the Client's existing IT infrastructure and provisioning of the systems under an internal URL;
• technical preparation for the subsequent installation of the software components Hippo Token and Hippo Chat;
• optional connection to the company's internal authentication system (e.g. Microsoft Entra ID).

(2) Payment and Retention of Title

(a) Remuneration for the hardware is a one-off payment in accordance with the agreed price list, payable within 7 days of receipt of a verifiable invoice.

(b) The Contractor retains title to the AI server until full payment has been received from the Client.

(3) Liability for Defects

(a) The Contractor warrants that the items delivered are suitable, in accordance with the agreed specifications, to meet the Client's requirements and intended uses. The Contractor further warrants that the items delivered fulfil the customary purpose of use. The items delivered are new and in original packaging and do not — without separate agreement — contain refurbished components (e.g. from returns of defective items).

(b) The Contractor warrants that it holds the rights necessary to make the items delivered, including pre-installed system software and standard drivers, available to the Client for use in accordance with the Agreement. If the Client is held liable by third parties for infringement of their rights, the Contractor shall support the Client with information and documents to defend against such claims and, if necessary, shall make any required statements to the third party.

(c) Warranty claims do not arise to the extent the Contractor can demonstrate that alterations to the hardware by the Client, or use of the items delivered in a technical environment other than that agreed, or non-compliance — other than temporary — with other requirements for the location of the hardware (e.g. room temperature, ventilation) caused the defect.

(d) Warranty claims expire one year after delivery to the Client.

(e) Defects must be reported in text form via the Contractor's ticket system. Where the ticket system is unavailable, defects are reported by means of a fault report in text form. The Contractor will process incoming defect reports within a reasonable period, unless the parties have agreed service levels in a separate maintenance and/or support agreement. Delays resulting from gaps or inaccuracies in the description of the fault do not constitute delay in remedying defects. The Client is responsible for backing up data and software before defect remediation work begins. In the event of data loss, the Contractor is only liable for the costs of restoring destroyed data from the most recent backup and restoring the software version.

(f) The Client must give the Contractor at least two opportunities, with a reasonable deadline, to analyse and remedy the defect. The Contractor may choose whether to first attempt telephone or remote maintenance remediation. The parties will conclude a separate data processing agreement in accordance with the GDPR and supplementary provisions of the Federal Data Protection Act (BDSG) for remote maintenance purposes.

(g) The Client shall, during business hours and after prior arrangement also outside business hours, grant the Contractor access to its business premises on site, subject to its security and access rules, for the purpose of remedying defects. The Contractor also has the choice of remedying the defect by repair or replacement of the relevant item.

2. Software Rental

(1) Scope of Services

As part of the AI solution, the Contractor makes the required software components Hippo Token and Hippo Chat available to the Client for the agreed term, in exchange for remuneration. The software is installed on the provided hardware within the Client's IT environment and delivered ready for operation.

The Contractor provides the Client with installation instructions and online help, which contains explanations of the software's functions during operation and is available for retrieval and printing.

(2) Delivery and Installation

(a) The software is provided to the Contractor on hardware as per the service description, unless it is agreed that the Client downloads the software from a server of the Contractor.

(b) The software is installed by the Contractor.

(c) Training in the use of the software may be commissioned by the Client for a separate fee.

(3) Remuneration

(a) The Contractor is required to pay a monthly fee for the provision of the software in accordance with the agreement, plus applicable VAT. Where the software is provided for a period shorter than a full calendar month, the fee is reduced on a pro-rata basis.

(b) The rental fee owed by the Client is to be paid in advance and is due on the 3rd working day of each month.

(c) The Contractor may adjust the rental fee at its reasonable discretion (§ 315 para. 3 BGB) by giving notice to the Client received no later than six weeks before the end of a contract year, with effect for subsequent contract years.

(4) Software Components and Functionalities

(a) Hippo Token

The software component Hippo Token serves to connect and use large language models (LLMs), embeddings and vector databases in an on-premises environment. It encompasses in particular the following functionalities:

• provision of a technical interface for the integration of various LLMs (open-source or commercial models);
• Apache Lucene-based search index (e.g. Elasticsearch or OpenSearch) as a standard component — alternatively PostgreSQL with pgvector extension as a vector store;
• management and provision of API tokens for use by third-party applications (e.g. Claude Code or automation tools such as n8n).

(b) Hippo Chat

The software component Hippo Chat is a web-based frontend for the interactive use of AI-powered question-and-answer systems in a business context. It encompasses in particular the following functionalities:

• upload and management of knowledge sources in various file formats (e.g. PDF, DOCX, XLSX);
• OCR processing for text recognition from scanned or image-based documents;
• creation and structuring of knowledge databases;
• access control for internal sharing of databases (e.g. team- or department-based);
• control mechanisms to limit the concurrent use of external data sources (e.g. web search functions), in particular to comply with internal data protection and compliance requirements;
• connection of external data sources using MCP.

(5) Grant of Rights

(a) Upon full payment of the rental fee, the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable right, limited in time to the contract term and in territory to the Federal Republic of Germany, to use the software to the extent set out in this Software Rental Agreement. Permitted use of the software includes, in addition to downloading and installing it, loading it into working memory, displaying it and running it.

(b) To the extent required for use in accordance with the contract, the Client is entitled to reproduce the delivered software. Reproduction for permitted use includes in particular loading the software into working memory. In addition, the Client is entitled to make one reproduction for backup purposes ("backup copy"). The Client is required to label the backup copy as such and to include the manufacturer's copyright notice.

(c) Otherwise the Client is not entitled to reproduce the software, except as otherwise provided by law.

(d) The Client is not entitled to sell or otherwise transfer the software or backup copy — including documentation and other supplied materials — to third parties (in particular by renting or lending). Excluded from this prohibition is the transfer to third parties who are not granted an independent right of use and who are subject to the Client's instructions regarding use of the software.

(e) The Client is not entitled to modify or edit the software, except where the modification or editing constitutes a remedy of a defect required for use in accordance with the contract, for which the Contractor is in default.

(6) Duty of Care

(a) The Client is required to take appropriate measures to ensure that unauthorised third parties cannot access the software, backup copy, documentation or any other supplied materials.

(b) In particular, the Client is required to store the original data carrier, all existing copies of the software including the backup copy, and all associated documentation in a location protected from unauthorised third-party access. The Client bears the costs of storage.

(7) Liability for Defects

(a) Should the Client identify defects in the software or documentation, it must notify the Contractor in writing without undue delay.