General Terms and Conditions (EU) - FLIP GmbH

1. Scope, subject matter, order of precedence

1.1 These terms (the “Fusion Terms”) govern the use of the Flip Fusion module (“Flip Fusion”) by the company agreeing to its use (the “Customer”). They apply both (a) to a provision free of charge for testing and evaluation purposes under clause 2.11 of the Provider’s General Terms and Conditions (the “Trial Provision”) and (b) to the use of Flip Fusion as a module booked under the Order Form (the “Subscribed Use”).

1.2 How it works. Flip Fusion is an AI-assisted app builder that creates ready-to-use applications (the “generated app”) from a natural-language input (“prompt”). These run entirely within the Flip platform, use its functions, in particular user management, roles and permissions, and integrations, and are rolled out to defined user groups. The generated apps are functionally self-contained but technically bound to the Flip platform and are not separate, portable artefacts; there is no export as a standalone application or as source code.

1.3 Flip Fusion is intended exclusively for entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal persons under public law and special funds under public law; use by consumers is excluded.

1.4 Order of precedence for the Trial Provision. Clause 2.11 of the General Terms and Conditions applies, supplemented by these Fusion Terms. In the event of conflicts, these Fusion Terms prevail for the Trial Provision. Where no General Terms and Conditions have been agreed between the parties, they are deemed incorporated for the Trial Provision in the version under clause 1.7.

1.5 Order of precedence for the Subscribed Use. These Fusion Terms are the special terms of the Flip Fusion module within the meaning of clauses 2.4 and 18.1 of the General Terms and Conditions. They prevail over the General Terms and Conditions, the Service Level Agreement and the Service Description; the Order Form and individual agreements prevail over them.

1.6 Data protection. The processing of personal data in connection with the use of Flip Fusion is governed by the data processing agreement for the Flip platform in place between the parties (the “Platform DPA”) in conjunction with the annex “Data Protection (Processing on Behalf, Flip Fusion)” to these Fusion Terms (the “Data Protection Annex”). The Data Protection Annex forms an integral part of these Fusion Terms and supplements the Platform DPA. Where the Platform DPA applicable to the Customer contains provisions on processing in Flip Fusion, those provisions prevail over the Data Protection Annex. Individually agreed provisions of the Platform DPA remain unaffected and prevail over the Data Protection Annex.

1.7 References to clauses of the General Terms and Conditions refer to their version of 7 October 2026. Where an earlier version applies to the Customer, the functionally equivalent provisions of that version apply instead; where the version applicable to the Customer contains no equivalent provision, these Fusion Terms apply to that extent. The same applies to references to the Service Description and the Service Level Agreement.

2. Acceptance and activation

2.1 Flip Fusion is only activated for the Customer’s tenant once these Fusion Terms, including the Data Protection Annex, have been accepted. Acceptance may be given either in the application by an administrator of the Customer or in text form to the Provider, in particular by replying to a communication from the Provider. Electronic form suffices, including for the Data Protection Annex (Art. 28(9) GDPR).

2.2 The accepting person represents that they are authorised to make this declaration on behalf of the Customer. The Provider may rely on this representation.

2.3 The Provider records the time of acceptance, the accepted version of these Fusion Terms, the tenant, the accepting person and the route of acceptance, and provides the Customer with evidence on request.

2.4 The accepted version remains authoritative for the Customer until an amendment under clause 13 takes effect. The Provider keeps the current and the previous versions available.

2.5 Acceptance and activation also constitute a documented instruction of the Customer within the meaning of Art. 28(3)(a) GDPR in accordance with Section 1 of the Data Protection Annex.

3. Term

3.1 Trial Provision. The trial phase runs for six months from activation and ends automatically without the need for termination. Either party may end the trial use at any time without giving reasons and without notice.

3.2 Subscribed Use. Term, renewal and termination are governed by the Order Form and the General Terms and Conditions.

3.3 The Provider may temporarily suspend or end access to Flip Fusion where there is an objective reason, in particular in the event of an imminent or actual breach of clause 5 or clause 6, security risks, legal impermissibility or abusive use. For the Subscribed Use, clauses 8 and 16.1 of the General Terms and Conditions apply exclusively in place of sentence 1. The Provider informs the Customer without undue delay, to the extent reasonable and legally permissible.

3.4 When the use of Flip Fusion ends, the right to use the generated apps expires; there is no export as standalone artefacts or as source code (clause 1.2). For the Trial Provision, the switching and portability obligations under Chapter VI of Regulation (EU) 2023/2854 (the “Data Act”) do not apply pursuant to Art. 31(2) Data Act; this constitutes information under Art. 31(3) Data Act. For the Subscribed Use, clause 16 of the General Terms and Conditions applies. The Customer’s rights to the return and export of its Inputs and personal data under the Platform DPA and the Data Protection Annex remain unaffected.

4. Intellectual property and rights of use

4.1 Software. All rights in Flip Fusion, the underlying software, the models, templates, documentation, trade marks and know-how belong exclusively to the Provider or its licensors.

4.2 Generated app. The Customer receives a simple, non-exclusive, non-transferable and non-sublicensable right to use the app it has generated and its functionalities within the Flip platform. For the Trial Provision, use is limited to testing and evaluation purposes; testing with a limited group of pilot users is permitted. For the Subscribed Use, the right of use exists for the term of the contract within the scope of the services booked. Notwithstanding clause 3.5 sentence 1 of the General Terms and Conditions, generated apps are not Customer Content; Inputs under clause 4.4 remain Customer Content.

4.3 Pre-existing and reusable components. The Provider retains all rights in the pre-existing and generically reusable components incorporated into the generated apps, such as architecture, design patterns, generic code fragments, libraries and know-how, and is entitled to use, modify and exploit such non-customer-specific components without restriction and also for other customers, including where derived from the generated apps. Such reuse does not extend to confidential information, trade secrets, personal data or customer-specific or identifying content of the Customer; clauses 9 and 12 remain unaffected. To the extent the Customer holds any rights therein, the Customer grants the Provider a simple, royalty-free, irrevocable, transferable and sublicensable right of use, unlimited in time and territory.

4.4 Inputs. The Customer retains its rights in the data, prompts and content it enters (“Inputs”) and grants the Provider a simple right of use for the duration of the use in order to provide the service, including the right to engage subcontractors for this purpose. The Provider may use anonymised data derived from the Inputs and from usage, log and diagnostic data, without time limit, to develop, secure and improve its services and products. Personal data is governed exclusively by Section 7 of the Data Protection Annex; it is not used to train AI models.

4.5 Feedback. Where the Customer voluntarily provides feedback, the Provider may use it free of charge and without restriction.

4.6 Third-party rights in generated code. The Provider gives no guarantee that generated components are free from third-party rights or enjoy copyright protection. Clauses 7 and 8 apply.

5. Acceptable Use Policy

The Customer and its users use Flip Fusion only lawfully. In particular, it is prohibited to use Flip Fusion, or to generate or deploy a generated app, in order to:

● infringe applicable law or enable unlawful content or acts;

● infringe third-party rights, in particular intellectual property, personality, data protection or trade secret rights;

● create or distribute malware, circumvent security measures or gain unauthorised access to systems or data;

● send unsolicited messages or harass, discriminate against or deceive persons;

● generate child sexual abuse material, content glorifying violence, extremist content or otherwise unlawful content;

● replicate or reverse engineer Flip Fusion, except where mandatorily permitted under sections 69d and 69e of the German Copyright Act (UrhG), use it for a competing product, or extract or distil models;

● use Flip Fusion in or from countries or territories subject to sanctions or embargoes of the European Union, the United Nations, the United Kingdom or the United States, or by persons listed on corresponding sanctions lists.

Customer responsibility. The Customer warrants that it holds all necessary rights and consents in respect of the Inputs, including a valid legal basis for any special categories of personal data within the meaning of Art. 9 GDPR contained therein, that the generation of the app is lawful based on the circumstances reasonably recognisable to it and does not infringe third-party rights, that the deployment of the generated app is also lawful, and that it ensures that its users do not enter personal data in prompts and search queries. Flip Fusion is not intended to process personal data in prompts; where the Customer nevertheless enters such data, this is done under its responsibility and the data is processed in accordance with the Data Protection Annex. The Customer is solely responsible for the content, lawfulness and deployment of the generated app.

6. AI Act

6.1 Prohibited practices. The Customer may not use Flip Fusion for practices prohibited under Art. 5 of Regulation (EU) 2024/1689 (the “AI Act”), such as manipulative or exploitative systems, social scoring, impermissible emotion recognition in the workplace or the generation of intimate depictions of identifiable persons without their consent.

6.2 High-risk AI. Where a generated app itself constitutes or contains an AI system within the meaning of Art. 3(1) AI Act, for example through embedded models, calls to language models or classification, recommendation or prediction functions, it may qualify as high-risk AI, in particular in the areas of employment, workers management and recruitment under point 4 of Annex III. The mere use of Flip Fusion to generate conventional, rule-based software does not in itself lead to such a classification. Where the Customer integrates AI functionality via interfaces or connectors, the app may thereby become an AI system; classification and obligations then rest solely with the Customer.

6.3 Prohibition on developing high-risk AI. The Customer may not use Flip Fusion to develop, place on the market or put into service high-risk AI systems, in particular applications for the automated assessment of job applications or for managing employment relationships. Flip Fusion is neither designed, tested nor approved for this purpose. Where the Customer deploys a generated app with AI functionality towards natural persons or uses it to generate AI-generated content, it must fulfil the transparency obligations under Art. 50 AI Act on its own responsibility.

7. Warranty and security

7.1 Trial Provision. The Provider makes Flip Fusion available free of charge and in its respective current state. Clauses 2.11 and 13.3 of the General Terms and Conditions apply; the Service Level Agreement does not apply, there are no availability or functionality commitments, and any warranty is excluded.

7.2 Subscribed Use. The warranty provisions under clause 13 of the General Terms and Conditions and the Service Level Agreement in accordance with the Order Form apply.

7.3 Nature of AI-assisted generation. Flip Fusion is a tool with which the Customer generates functionalities through its prompts and decides itself whether to put them into operation. AI-generated code may be faulty, incomplete or misleading. The Provider owes neither the freedom from errors of the AI-generated functionalities nor their suitability for a particular purpose pursued by the Customer. Before any productive use, the Customer must review and test the generated app on its own responsibility for suitability and functionality for its specific purpose. This provision applies to both forms of use and remains unaffected by clause 7.2.

8. Liability

8.1 Trial Provision. Under clause 2.11 of the General Terms and Conditions, the Provider’s liability is limited to intent and gross negligence. Liability for damage arising from injury to life, body or health, claims under the German Product Liability Act (ProdHaftG), fraudulently concealed defects and the scope of any guarantee given remain unaffected.

8.2 Subscribed Use. Clause 15 of the General Terms and Conditions applies.

8.3 Indemnification. The Customer indemnifies the Provider against third-party claims arising from a breach of these Fusion Terms for which the Customer is responsible, in particular of clauses 5, 6, 10 and 11, or from the deployment of the generated app for which the Customer is responsible.

9. Data protection

The processing of personal data is governed by the Platform DPA in conjunction with the Data Protection Annex. The Provider processes personal data that the Customer enters when using Flip Fusion or that arises in the course of such use as a processor exclusively on the Customer’s documented instructions. The sub-processors engaged for Flip Fusion are set out in Section 6 of the Data Protection Annex in conjunction with the Platform DPA.

10. External integrations

10.1 External integrations are only possible to a limited extent; complex external interface connections are not part of the standard scope and are reviewed and approved by the Provider on a case-by-case basis. Review and approval take place solely in the interest of the technical integrity and security of the Flip platform and do not include any legal or substantive review of the connection for the Customer.

10.2 The Customer remains responsible for any connection of external systems or third-party services it initiates, for their selection and lawfulness and for the data transmitted to them. The Provider assumes no responsibility for third-party services as such, their availability or content. Where AI functionality is added through a connection, clause 6.3 applies.

11. Customer responsibility

The Customer remains responsible for its own governance, approval, compliance and risk management processes. The Customer must assess whether the creation or deployment of a generated app triggers internal approvals or steps of co-determination by a works council, a staff council or a church employee representative body; this applies in particular to apps capable of monitoring the conduct or performance of employees, such as metrics, reporting or survey applications, where co-determination under section 87(1) no. 6 of the German Works Constitution Act (BetrVG) or comparable national law may be required. The Provider does not provide legal advice in this respect.

12. Confidentiality

Flip Fusion, its functions and non-public information disclosed in the course of use are confidential and may only be used for the contractually intended purposes. The same applies in favour of the Customer to its non-public information disclosed; clauses 4.3 and 4.4 remain unaffected. The confidentiality obligations do not apply to information that is or becomes publicly known without breach of duty, that was already lawfully known to the recipient without any obligation of confidentiality, that was lawfully obtained from third parties without any obligation of confidentiality or that was demonstrably developed independently. Disclosures required by law, court or authority remain permitted; the obligated party informs the other party in advance where legally permissible. For the Subscribed Use, clause 10 of the General Terms and Conditions applies in addition. The confidentiality obligations apply during the use and for three years after it ends; for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), they apply without time limit.

13. Amendments, final provisions

13.1 Trial Provision. The Provider may amend these Fusion Terms for the Trial Provision with effect for the future. The amended version applies from its acceptance under clause 2; if the Customer does not accept it within four weeks of notification, the trial use ends.

13.2 Subscribed Use. Amendments are governed by clause 17 of the General Terms and Conditions.

13.3 Amendments to the Data Protection Annex are governed exclusively by its Section 11.

13.4 Governing law and place of jurisdiction follow the General Terms and Conditions applicable to the Customer. Where these contain no provision, German law applies, excluding the UN Convention on Contracts for the International Sale of Goods; the exclusive place of jurisdiction is Stuttgart, to the extent permissible.

13.5 Should individual provisions be invalid, the remainder of the contract remains valid.

Annex: Data Protection (Processing on Behalf, Flip Fusion)

This Data Protection Annex specifies and supplements the Platform DPA in accordance with Art. 28(3) GDPR for the processing of personal data in connection with the use of Flip Fusion (the “Fusion Processing”). In all other respects, the Platform DPA continues to apply unchanged, including the instruction procedure, confidentiality, assistance and notification obligations, data subject rights, audit and verification rights and the technical and organisational measures. Where the Platform DPA applicable to the Customer contains provisions on processing in Flip Fusion, those provisions prevail over this Annex. Individually agreed provisions of the Platform DPA remain unaffected and prevail over this Annex. Where the parties have concluded an individual data processing agreement, the functionally equivalent provisions of that agreement take the place of the provisions referred to.

1. Activation as documented instruction. Flip Fusion is deactivated by default. Activation for the Customer’s tenant takes place once the Customer has accepted these Fusion Terms, including this Annex, under clause 2 of the Fusion Terms, either in the application or in text form. Acceptance and activation constitute a documented instruction of the Customer within the meaning of Art. 28(3)(a) GDPR for processing in accordance with this Annex. The Provider records the acceptance under clause 2.3 of the Fusion Terms. The Customer may have Flip Fusion deactivated at tenant level at any time.

2. Subject matter, nature and purpose of processing. In addition to Annex 1 to the Platform DPA: receipt of natural-language inputs and chat histories of authorised users, AI-assisted analysis, planning and generation of source code for generated apps, web and image search via external services based on search terms derived from the inputs, resolution of tenant-specific references such as channels, users, pages and tasks via the Flip interfaces of the Customer’s tenant, storage, review and delivery of the generated source code via a source code repository, validation and provision of the generated app within the Flip platform, and answering users’ questions about the generated app. Nature of processing: collection, storage, transfer to the sub-processors named in Section 6, transmission of search queries to external search and image services, analysis by large language models, embedding in generated source code, logging, deletion and anonymisation.

3. Additional types of data. In addition to Annex 1 to the Platform DPA, the Fusion Processing covers: (a) prompts, chat histories and other free-text inputs of users, which may contain personal data; (b) reference images uploaded by users, which may reveal special categories of personal data within the meaning of Art. 9 GDPR and which the Provider processes exclusively on the Customer’s documented instructions and with appropriate safeguards, the Customer being responsible for the existence of an exception under Art. 9(2) GDPR; (c) documentation of external interfaces uploaded by the Customer, with name, base URL and document content; associated access keys are held server-side and are in principle not included in inputs to the language model; where the key is technically part of the call URL, it is processed in the context of the generated app; (d) directory and content data from the Customer’s Flip tenant, to the extent required to resolve app dependencies, such as user names, business email addresses, channel and page titles, task metadata, attachment names and technical identifiers; (e) generated source code and file summaries derived from it, to the extent they contain personal data or tenant-specific identifiers; (f) usage, log and diagnostic data of the Fusion Processing; (g) search queries derived from the prompts and transmitted to external search services, to the extent they contain personal data; (h) search terms derived from the inputs and transmitted to external image services, to the extent they contain personal data; (i) data that users enter into generated apps or that is collected by generated apps.

4. Categories of data subjects. Employees of the Customer and other users authorised by it; also third parties, where their data is contained in inputs, images, tenant content or uploaded documents.

5. Place of processing, third-country transfers. The application infrastructure is operated within the European Union. The choice of deployment region of the language models used affects only the place of computation; data at rest remains in the European Union. By way of derogation from sentence 1: (a) Model-based processing for Flip Fusion does not take place exclusively within the European Union. (b) The generated source code, together with a change description derived from it and a reference identifier, is stored in a source code repository outside the European Union; the prompt entered is not stored there. The source code may contain information resolved from the tenant as literals, in particular technical user identifiers, to the extent the generated app requires them to function. (c) Where the web and image search is used, search terms derived from the inputs are transmitted to external search and image services, which act in this respect as independent controllers under their own terms and may also process the data outside the European Union; no transfer mechanism is provided by the Provider for this. These functions are not intended for the input of personal data; the Customer ensures that its users do not enter personal data when using them. Images from external image services embedded in generated apps by reference are loaded directly by the respective user’s end device; in doing so, these services technically receive in particular the IP address, user agent and referrer of the end device. The Customer is the controller within the meaning of Art. 4(7) GDPR for this transmission. To the extent personal data is otherwise transferred to a third country, this takes place in accordance with Section 10 of the Platform DPA and, for GitLab Inc., on the basis of Commission Implementing Decision (EU) 2023/1795 (EU-U.S. Data Privacy Framework).

6. Sub-processors. For the Fusion Processing, the Customer additionally approves the engagement of Microsoft Ireland Operations Limited, One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, D18 P521, Ireland, for model-based code generation, and of GitLab Inc., 268 Bush Street, Suite 350, San Francisco, CA 94104, USA, for the provision of the source code repository for storing, reviewing and delivering the generated application code; GitLab Inc. is certified under the EU-U.S. Data Privacy Framework. The Provider lists the current providers and processing locations in the sub-processor list in the Trust Center. Changes are governed by the procedure agreed in the Platform DPA for information about and objection to the engagement or replacement of sub-processors. The model provider may store inputs and outputs, in particular for abuse detection, for up to 30 days in the European Union.

7. No training on personal data. The Provider does not use personal data from the Fusion Processing to train, fine-tune or improve AI models. Use for error analysis and remediation, protection against abuse and quality assurance of the service provided to the Customer takes place on the basis of pseudonymised data; the mapping is kept separately and securely, the group of authorised persons is narrowly limited and documented, re-identification is prohibited, and the data is deleted or anonymised as soon as the purpose has been achieved, at the latest twelve months after collection. Any use going beyond the service provided to the Customer takes place exclusively on the basis of anonymised data. The model providers used likewise do not use inputs and outputs to train their models; this is contractually assured and also covers the generated source code. Search terms transmitted to external search and image services are subject to the terms of the respective service.

8. Fusion-specific technical and organisational measures. In addition to Annex 2 to the Platform DPA, the following apply: (a) Access keys stored by the Customer via the dedicated connection function are stored securely and are in principle not included in inputs to the language model; this does not apply to interfaces where the key is technically part of the call URL; the Customer ensures that access keys are stored exclusively via this function and are not entered in chat inputs or other free-text fields. In addition, the Provider automatically scans inputs for exposed credentials; complete detection is not assured. (b) The chat history is passed to the language model only to the extent required for generating or adjusting the respective generated app. (c) The content of inputs and outputs is not logged at the AI gateway; technical metadata remains unaffected.

9. Deletion and retention. Chat histories, builder states and Fusion-related log data are stored for specific purposes and deleted or anonymised no later than twelve months after collection, unless statutory retention obligations prevent this. When the respective Fusion session is deleted, the associated repository project is scheduled for deletion and permanently deleted no later than 60 days thereafter; the first 30 days serve as a recovery window. Backups are overwritten as part of the regular backup cycle; deletion from backups takes place no later than 30 days after deletion in the production system. In all other respects, the provisions of the Platform DPA on deletion and return after the end of the contract apply accordingly to all Fusion data, including personal data and tenant-specific identifiers contained in generated apps.

10. Support with data protection impact assessments. For any data protection impact assessment under Art. 35 GDPR, the Provider provides the Customer on request with a current description of the data flows, the models used, the processing locations and the technical and organisational measures.

11. Amendments to this Annex. Amendments require agreement between the parties at least in text form; renewed acceptance under clause 2 of the Fusion Terms suffices. Clause 13.1 of the Fusion Terms does not apply. Changes of sub-processors are governed exclusively by the procedure under Section 6 of this Annex in conjunction with the procedure agreed in the Platform DPA.