General Terms and Conditions

of Twin Co. GmbH (BuildTwin)

for planning, detailing and other services

Twin Co. GmbH, Koblenzer Str. 34, 35756 Mittenaar, Germany · Local Court of Wetzlar HRB 9447 · also trading as “BuildTwin” (“BuildTwin”) · As of: July 2026

§ 1 Scope, Order of Precedence

1.1 These General Terms and Conditions (“Terms”) apply to all offers, contracts and services of BuildTwin towards the client (“Client”), in particular to (a) demonstrations and trial access, (b) pilot projects, (c) planning and detailing services, in particular the preparation of reinforcement drawings, bar bending and steel schedules, formwork, element and precast drawings and 3D reinforcement models.

1.2 These Terms apply exclusively to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. BuildTwin does not enter into contracts with consumers.

1.3 Deviating, conflicting or supplementary terms and conditions of the Client shall not form part of the contract, even if BuildTwin does not expressly object to them or performs services without reservation in knowledge of such terms. This also applies where the Client refers to its own terms in a purchase order or order confirmation.

1.4 In the event of conflict, the following order of precedence applies: (1) individually negotiated agreements, in particular the individual contract or order confirmation; (2) BuildTwin’s offer including the statement of work (“SoW”); (3) these Terms; (4) statutory law.

1.5 These Terms, in the version valid at the time of conclusion of the contract, also apply to future contracts with the same Client without BuildTwin having to refer to them again. The current version is available at www.buildtwin.com/agb and will be provided in text form upon request.

§ 2 Conclusion of Contract, Form, Non-binding Information

2.1 BuildTwin’s offers are non-binding unless expressly designated as binding. BuildTwin is bound by a binding offer without an acceptance period for 30 calendar days from the date of the offer.

2.2 A contract is concluded by the Client’s acceptance of the offer in text form, by BuildTwin’s order confirmation in text form or, at the latest, when BuildTwin commences performance at the Client’s request.

2.3 Amendments and supplements to the contract require text form (Section 126b BGB). The priority of individual agreements (Section 305b BGB) remains unaffected.

2.4 Information on the website, in brochures, presentations, demonstrations or case studies, in particular regarding degree of automation, processing times, time or cost savings and error rates, constitutes a general description. It is neither an agreement on quality nor a guarantee unless expressly included in the contract.

§ 3 Scope of Services, Allocation of Responsibility

3.1 The type and scope of the services result from the offer or the individual contract. BuildTwin does not owe services not described therein.

3.2 BuildTwin provides execution and detailed design services on the basis of the design input provided by the Client or its agents. Unless expressly agreed otherwise, BuildTwin does not owe in particular:

(a) structural design, in particular structural calculations, the design of structural members and the determination of required reinforcement areas, concrete strength classes, exposure classes and concrete cover;

(b) services of checking engineers, inspecting experts or other checks and verifications required under public law;

(c) checking the design input for structural, constructional or normative correctness;

(d) architectural design, other specialist design, site supervision or the coordination of other design parties;

(e) obtaining official permits.

3.3 Responsibility for structural stability, structural design and the correctness of the design input remains with the Client or its structural engineer. BuildTwin translates the requirements set out in the design input into execution documents.

3.4 If BuildTwin identifies contradictions, gaps or obvious errors in the design input, BuildTwin shall notify the Client thereof in text form without undue delay. There is no further duty to check. If the Client maintains its requirements despite such notice, BuildTwin is not liable for the resulting consequences.

3.5 The standards, codes and project conventions agreed in the contract are decisive (e.g. DIN EN 1992 with National Annex, DIN EN ISO 3766, BVBS format, the Client’s drawing guidelines). Otherwise, the generally accepted rules of technology apply.

3.6 BuildTwin does not owe any particular software, method or tool chain. Output formats (e.g. PDF, DWG, IFC, BVBS) are as specified in the offer.

§ 4 Client Cooperation

4.1 The Client shall provide BuildTwin, in good time, completely, free of charge and in the agreed formats, with all documents, information and decisions required for performance, in particular approved formwork and general arrangement drawings, structural calculations and reinforcement specifications of the structural engineer, models, title blocks, drawing and numbering conventions, applicable standards, requirements of the bending shop or precast plant, as well as pour sequences and deadlines.

4.2 The Client shall appoint a qualified contact person with decision-making authority. It shall answer requests for information (RFIs) within 3 working days unless agreed otherwise.

4.3 The cooperation duties under this § 4 are contractual obligations of the Client. If the Client fails to perform them, or performs them late or incompletely, deadlines are extended appropriately and BuildTwin may claim remuneration for additional effort in accordance with § 8. Sections 642 and 643 BGB remain unaffected.

4.4 The Client ensures that it is entitled to provide the documents and to have them used by BuildTwin. It shall indemnify BuildTwin against third-party claims based on a breach of this obligation for which the Client is responsible, including reasonable legal defence costs.

§ 5 Review and Approval by the Client

5.1 BuildTwin’s work results are integrated into the Client’s design. Before passing them on to the site, bending shop, precast plant or other third parties, the Client shall have them reviewed and approved by its responsible structural engineer or another qualified person, insofar as this is customary for the project or required under public law.

5.2 BuildTwin’s responsibility for performance in accordance with the contract remains unaffected. If the Client fails to carry out the review and approval pursuant to clause 5.1, this shall be taken into account as contributory fault (Section 254 BGB) in any claims against BuildTwin.

5.3 Orders of reinforcing steel, mesh, connectors, cast-in items or precast elements based on the work results are made under the Client’s responsibility. Documents marked “preliminary”, “draft” or “for review” are not intended for construction or ordering.

§ 6 Subcontractors, Affiliated Companies

6.1 BuildTwin may have services performed in whole or in part by affiliated companies within the meaning of Section 15 German Stock Corporation Act (AktG) or by carefully selected subcontractors, including outside Germany. BuildTwin remains responsible to the Client for their performance as for its own (Section 278 BGB).

6.2 The exclusion of particular subcontractors or places of performance requires an agreement in the individual contract.

§ 7 Dates, Deadlines, Force Majeure

7.1 Dates and deadlines are binding only if expressly agreed as binding. They presuppose the timely fulfilment of the Client’s cooperation duties.

7.2 Force majeure and other events for which BuildTwin is not responsible, in particular industrial action, official measures, pandemics, cyberattacks and large-scale outages of data centres, cloud, telecommunications or AI infrastructure providers, extend deadlines by the duration of the impediment plus a reasonable start-up period. If the impediment lasts longer than 8 weeks, either party may terminate the affected part of the contract; services rendered until then shall be remunerated.

§ 8 Changes and Additional Services

8.1 If, after work has commenced, the Client changes the design input, requirements or scope of services (in particular revised structural design, formwork drawings, pour sequences or drawing guidelines), this constitutes a change in services. BuildTwin shall notify the Client in text form of the effects on remuneration and schedule.

8.2 Changed or additional services are remunerated at the prices of the offer, alternatively at BuildTwin’s hourly rates, alternatively in accordance with Section 650c BGB. Sections 650b and 650q BGB remain unaffected.

8.3 Revision rounds included in the offer are defined there by number and scope. Corrections remedying defects in BuildTwin’s performance are always free of charge and do not count towards revision rounds.

§ 9 Remuneration, Payment, Set-off

9.1 The remuneration agreed in the offer applies (e.g. lump sum, unit price per tonne, per drawing or per structural member, or time and materials). The German Fee Scale for Architects and Engineers (HOAI) applies only if expressly agreed. All prices are exclusive of statutory VAT.

9.2 BuildTwin may claim instalment payments in the amount of the value of the services rendered, in particular per delivered release or drawing package (Section 632a BGB).

9.3 Invoices are payable without deduction within 14 calendar days of receipt. In the event of default in payment, the statutory provisions apply (Section 288 (2) and (5) BGB).

9.4 The Client may only set off claims that are undisputed, finally adjudicated or ready for decision. This does not apply to counterclaims arising from the same contractual relationship, in particular for costs of remedying defects or additional completion costs. A right of retention exists only in respect of claims arising from the same contractual relationship.

9.5 If the Client is in default with a due payment for more than 30 calendar days, BuildTwin may, after giving notice in text form with a period of 7 calendar days, withhold further services until payment is received.

9.6 For framework agreements with a term of more than 12 months, BuildTwin may adjust the prices for future call-offs with a notice period of 3 months, at most once per contract year and by no more than 10 %. In this case, the Client may terminate the framework agreement with effect from the date on which the adjustment takes effect.

§ 10 Acceptance

10.1 Work services are subject to acceptance. BuildTwin may request partial acceptance of self-contained parts of the services, in particular per release, pour, structural member or drawing package.

10.2 Acceptance is deemed to have taken place if, after completion, BuildTwin has set the Client a reasonable period of at least 12 working days for acceptance and the Client does not refuse acceptance within this period stating at least one defect (Section 640 (2) BGB).

10.3 If the Client approves work results for construction or uses them as intended, in particular by passing them on to the site, bending shop or precast plant or by ordering materials, the relevant part of the services is deemed accepted unless the Client has previously notified material defects in text form.

§ 11 Rights in Case of Defects, Limitation Period

11.1 The Client’s rights in case of defects are governed by the statutory provisions unless otherwise provided below.

11.2 The Client shall notify defects in text form with a comprehensible description without undue delay after discovery.

11.3 BuildTwin shall first be given the opportunity to remedy the defect within a reasonable period. In urgent cases, in particular where material ordering or concreting is imminent, BuildTwin will remedy the defect without undue delay after notification, as a rule within 2 working days.

11.4 There is no defect to the extent that a deviation results from incorrect or incomplete design input of the Client (subject to clause 3.4), from subsequent changes by the Client or third parties, or from processing that was not agreed.

11.5 For services whose result consists of the provision of design services for a building or structure, the statutory limitation period of five years from acceptance applies (Section 634a (1) no. 2 BGB). For all other services, in particular software, platform, consulting, demonstration and pilot services without reference to a building or structure, the limitation period for claims based on defects is one year from acceptance or provision. This reduction does not apply in the cases of clause 12.1.

§ 12 Liability

12.1 BuildTwin is liable without limitation (a) in the event of intent and gross negligence, (b) for damage resulting from injury to life, body or health, (c) under the German Product Liability Act, (d) to the extent of an expressly assumed guarantee and (e) in the event of fraudulently concealed defects.

12.2 In the event of a slightly negligent breach of a material contractual obligation, BuildTwin is only liable for the damage that was foreseeable and typical for the contract at the time of its conclusion. A material contractual obligation is an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Client may regularly rely. BuildTwin is not liable for slightly negligent breaches of other obligations.

12.3 In the cases of clause 12.2, liability for property damage and financial loss is additionally limited to EUR 1,000,000 per claim and to EUR 1,000,000 for all claims arising from the same contract. The parties assume that these amounts cover the damage that is foreseeable and typical for the contract. If a higher risk is apparent to the Client, it may request a higher liability amount against reasonable additional remuneration before conclusion of the contract.

12.4 BuildTwin maintains professional indemnity / financial loss liability insurance.

12.5 In the cases of clause 12.2, BuildTwin is liable for loss of data only for the effort that would have been required for restoration had the Client carried out proper data backup appropriate to the risk.

12.6 The above limitations of liability also apply in favour of BuildTwin’s officers, employees, vicarious agents and subcontractors. This § 12 does not change the burden of proof to the Client’s detriment.

§ 13 Confidentiality

13.1 The parties shall keep confidential all non-public information of the other party that is marked as confidential or is recognisable as confidential from the circumstances, in particular project documents, prices as well as BuildTwin’s software, processes and know-how (including the AI Factory), and shall protect it by appropriate confidentiality measures within the meaning of the German Trade Secrets Act (GeschGehG).

13.2 Excluded is information that is or becomes publicly known without breach of contract, was already lawfully known to the receiving party, was lawfully provided to it by third parties or was independently developed by it, as well as disclosures required by statutory, official or court order.

13.3 Disclosure to affiliated companies, subcontractors, insurers and advisers bound by professional secrecy is permitted provided they are bound by comparable confidentiality obligations.

13.4 These obligations apply during the term of the contract and for five years thereafter; for trade secrets, for as long as they are protected as such.

13.5 After the end of the contract, the receiving party shall return or delete confidential information upon request. Excepted are copies in automated backups and documents required to comply with statutory retention obligations or to defend against claims until expiry of the limitation period.

13.6 A separate confidentiality agreement between the parties takes precedence over this § 13.

§ 14 Data Protection and Information Security

14.1 The parties comply with data protection law, in particular the GDPR. Where BuildTwin processes personal data on behalf of the Client, the parties shall conclude an agreement pursuant to Art. 28 GDPR.

14.2 Transfers of personal data to third countries take place only under the conditions of Art. 44 et seq. GDPR.

14.3 BuildTwin implements state-of-the-art technical and organisational measures to protect the Client’s data.

§ 15 References

BuildTwin may name the Client as a reference customer, using the Client’s name, logo and a short description of the project. Project images and case studies do not require separate approval.

§ 16 Final Provisions

16.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract is BuildTwin’s registered office, provided that the Client is a merchant, a legal entity under public law or a special fund under public law. BuildTwin is also entitled to bring an action at the Client’s registered office.

16.3 These Terms may be available in a German and an English version. In the event of discrepancies, the German version prevails.

16.4 Should individual provisions of these Terms or of the contract be wholly or partly invalid, the remainder of the contract remains valid. Invalid provisions are replaced by the statutory provisions (Section 306 BGB).