(1) The Service is provided only to business Customers. The Customer represents that it is an Entrepreneur (Unternehmer) within the meaning of 14 BGB (German Civil Code). If this representation proves untrue, Service Provider may rescind the contract and agreements under these Terms.

(2) The Service Provider reserves the right to request information ensuring the Customer is not a consumer according to German law.

(3) The Customer's general Terms and Conditions do not become part of the contractual agreement unless explicitly agreed upon by the Service Provider in written form.

(1) Over the course of the contract duration, due to the complex technology, and given the agile nature of the Services provided,

(a) these Terms may be amended by any number of individual Service Subscription Agreements ("SSA"), and if applicable by Data Processing Agreements ("DPA"),

(b) an SSA shall be concluded between the parties in particular to update the description of Services provided, as soon as Services begin to deviate in substance from the latest available Service description,

(c) an SSA must be concluded prior to the performance of Services aimed at the discovery or invention of novel technologies, methods or concepts,

(d) individual SSAs are to be concluded for day-to-day operation, maintenance and administration for each AI solution prior to its roll out for general availability, at a minimum to specify the functional scope, hosting, service level availability and warranties provided.

(1) The Customer must provide accurate and complete information during registration and is responsible for keeping all account and contact details up to date.

(2) Unless otherwise agreed in a Service Subscription Agreement, one Customer account will be used for all Service subscriptions, including account management, customer service, and billing.

(3) Each party will appoint a named individual as a single point of contact to manage the contractual relationship under these Terms.

(1) The Service Provider will use reasonable efforts to ensure the availability of the Services during regular business hours.

(2) Uninterrupted access to technical services and infrastructure (such as API-based software platforms and AI agents) is not guaranteed. Availability may be affected by third-party providers, including downstream infrastructure and technology partners (e.g., OpenAI), who may experience capacity constraints or unexpected load issues.

(3) AI technologies, especially Large Language Models, produce inherently probabilistic outputs.

(4) Tools, systems, and platforms used for research, evaluation, prototyping, and development are provided without a guaranteed service level.

(5) The Customer may use the Services for research, discovery, capability evaluation, and testing as part of its standard business operations. The Customer commits to making all reasonable efforts to maintain the continuity of its business operations and to take necessary steps to address or mitigate any disruptions or unforeseen outcomes that may arise if the Services become inaccessible or yield unexpected results.

(6) Scheduled maintenance and updates will be communicated to the Customer in advance whenever possible.

(1) The Service Provider may require the Customer to provide data, information, or other input necessary to perform the Services. The Service Provider will provide a reasonable number of user accounts to enable access to technical systems and software platforms.

(2) The Customer is responsible for maintaining the confidentiality of all account access credentials and must promptly notify the Service Provider of any unauthorized access or security breaches.

The Customer may choose a preferred working language (English or German) for non-technical Services, unless otherwise specified in a Service Subscription Agreement. The default timezone for regular business hours is UTC+1 (Europe).

(1) The Customer agrees to send and receive all information relevant to the performance of Services through project management software, issue trackers, or similar work management systems provided by the Service Provider. These systems will be used exclusively to manage the scale, scope, and delivery of work items, enabling asynchronous and remote collaboration.

(2) There is no limit to the number of work items the Customer may submit. The Service Provider will process work items sequentially, based on the rank or priority set by the Customer, handling one item at a time. The Customer must accept, cancel, or postpone each item before the next item in the sequence is addressed.

The Service Provider reserves the right to reject individual work orders or requests submitted by the Customer at its own reasonable discretion. In such cases, the Service Provider will promptly inform the Customer of the rejection and, upon request, provide a brief explanation. This right applies irrespective of any ongoing contractual relationship or subscription and does not affect the validity of the contract as a whole.

(1) The Service Provider warrants that it will perform the Services, including the creation or provision of any associated materials as part of the Services, with the due care and diligence of a prudent business person (Sorgfalt eines ordentlichen Kaufmanns), experienced in providing the same or similar services. The Service Provider will comply with all applicable laws, regulations, and standards relating to the performance of the Services.

Contracts are concluded for the term specified during registration. The default length of a term is one calendar month. Unless otherwise agreed, contracts renew automatically for successive periods of the same length. The renewal cycle anchor is the day of signup, if that day does not exist it's the last day of the month.

(1) Either party may ordinarily terminate with at least 14 days notice to the end of the current term. The Customer may cancel or pause subscriptions at any time with effect at the end of the current billing period.

(2) Upon the Customer's rejection of non-mandatory amendments to these Terms in accordance with Section 6, the Service Provider may terminate the subscription, providing an objective justification, and with appropriate notice of at least 14 days.

(3) If the Customer validly terminates for Subcontractor objection under Section 11.5(b), termination is limited to the specific Service component that would be performed by the disputed Subcontractor.

(4) The right to extraordinary termination for good cause (wichtiger Grund) remains unaffected.

(5) All termination notices must be delivered in text form (e.g., email) or in case of ordinary termination by using the cancellation feature available in the Service Provider's customer service portal.

(6) Upon termination, the Customer has 60 days to retrieve data previously provided to the Service Provider. The Service Provider will provide reasonable assistance for data export during this period.

(1) If the Customer cancels or pauses a subscription, or if the contract is terminated before the end of a prepaid billing period, the Service Provider will issue a pro-rata refund of prepaid fees for any Services not yet performed or made available. The calculation of the refund will be made in accordance with applicable statutory provisions, taking into account the Customer's legitimate interests, the principles of good faith, and any non-recoverable costs.

(2) The Customer will specifically receive a pro-rata refund in the following cases:

(a) If the Service Provider terminates the contract due to the Customer's rejection of non-mandatory changes to these Terms.
(b) In the event of partial termination after a Subcontractor dispute for a specific Service component.
(c) If the Service Provider is at fault and the contract is extraordinarily terminated for good cause.

(3) Refunds do not apply to:

(a) Services already rendered or made available to the Customer.
(b) Development efforts or preparatory work that cannot reasonably be reversed or reallocated.
(c) Costs for materials or third-party services specifically acquired for Services provided to the Customer, unless such costs can be recovered or reallocated.

(4) Refunds will be processed within 30 days of the effective date of termination or pause.

(5) Statutory exceptions and terms of individual Service Subscription Agreements remain unaffected.

The Service Provider may amend these Terms as follows:

(1) Amendments due to legal or regulatory requirements take effect immediately upon notice.

(2) For other amendments, the Service Provider will provide at least 30 days notice via email, clearly highlighting all changes and their effective date. The Customer may reject such amendments in text form (e.g. email) within 14 days of notice.

(1) The Services rendered may provide for use by the Customer software source code including in the form of libraries, modules and components, regularly modifying, mixing and integrating

(a) Open Source code
(b) purely machine-generated source code, such as through the use of AI technologies
(c) third party software through the use of APIs or platforms
(d) custom source code created by the Service provider with or without the assistance of AI.

(2) Open Source Software and components, including its modifications by the Service Provider, are covered under their respective licence regimes and limit the rights of both parties covered under these Terms.

(3) Current Intellectual Property law is unsettled about the treatment of machine generated code. Both parties agree that no exclusive rights are claimed by Service Provider for purely machine-generated output.

(4) Third party software is covered under its respective licence regime.

(5) Statutory provisions for intellectual property regarding custom source code created by the Service Provider protect only the sequence and design of the code and not its idea and function.

Unless otherwise agreed, all intellectual property rights in the outcomes of the Services, including any reports, analyses, prototypes, or code developed through the Service Provider's diligent efforts, remain with the Service Provider.

(1) Upon full payment of applicable subscription fees, the Customer receives a simple, non-exclusive, worldwide, perpetual and irrevocable right to use, reproduce, and modify the outcomes of the Services for their own business purposes.

(2) Transfer or sublicensing to third parties requires prior written consent from the Service Provider, unless otherwise agreed. Statutory exceptions remain unaffected.

(1) The Service Provider is liable without limitation for intentional misconduct and gross negligence, injury to life, body, or health, and breach of cardinal duties (Kardinalpflichten) essential to the proper performance of this agreement.

(2) For damages caused by simple negligence, the Service Provider's liability is limited to foreseeable damages typical for this type of contract. This limitation applies only to breaches of primary contractual obligations (cardinal duties).

(3) Liability for simple negligence for the breach of non-primary contractual obligations is excluded.

(4) The foregoing limitations of liability apply irrespective of whether the breach is caused by the Service Provider itself, its employees, agents, directors, other personnel, or by a Subcontractor engaged under Section 11.

(5) Any liability of the Service Provider for claims based on the German Product Liability Act or applicable data protection laws remains unaffected.

(1) Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, riots, strikes, lockdowns, or technical failures not caused by the affected party.

(2) The affected party must promptly notify the other in writing of any force majeure event, including its nature, expected duration, and impact on performance.

(3) During a force majeure event, both parties' obligations under these Terms are suspended to the extent performance is prevented. The obligation to pay fees is suspended only if Services cannot be provided.

(1) Nothing in these Terms does establish any company under German law (Gesellschaft bürgerlichen Rechts (GbR), offene Handelsgesellschaft (OHG), Kommanditgesellschaft (KG), or any other form of partnership or corporation) between the parties.