Version 2.0 — As of: March 6, 2026   |   Deutsche Version

§1 Scope of Application

(1) These Terms of Service (hereinafter “Terms”) apply to all contracts between VIAVENDO.AI (hereinafter “Provider”) and the customer (hereinafter “Customer”) regarding the use of the VIAVENDO.AI Cloud platform (hereinafter “Service” or “Platform”).

(2) These Terms apply exclusively to entrepreneurs within the meaning of §14 BGB (German Civil Code), legal entities under public law, and special funds under public law. The Service is not directed at consumers within the meaning of §13 BGB.

(3) Deviating, conflicting, or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent the Provider has expressly agreed to their applicability in writing.

§2 Subject Matter

(1) The subject matter of the contract is the provision of the VIAVENDO.AI Cloud platform as Software-as-a-Service (SaaS). The Platform comprises AI-powered chat assistants, a knowledge base (RAG — Retrieval Augmented Generation), workflow automation, and additional features as defined in the respective service description.

(2) The Provider makes the Platform available to the Customer for use via the Internet. The Customer receives a non-exclusive, non-transferable right of use limited to the term of the contract.

(3) The scope of features depends on the plan selected by the Customer. The current service description is available at portal.viavendo.ai.

(4) In addition to these Terms, the provisions of the separate End User License Agreement (EULA) apply, which governs the software-specific rights of use and restrictions.

§3 Contract Formation

(1) The display of plans on the website does not constitute a binding offer but rather an invitation to submit an offer (invitatio ad offerendum).

(2) The contract is formed when the Customer completes the ordering process via the self-service wizard and the Provider confirms the order by provisioning the cloud instance.

(3) During the ordering process, the Customer is referred to these Terms. By clicking the “Request Confirmation Code” button, the Customer accepts these Terms in accordance with §305(2) BGB. Before submitting the order, the Customer has the opportunity to view, save, and print these Terms in their entirety via the provided link.

(4) Acceptance of the End User License Agreement (EULA) is obtained separately through active confirmation via checkbox during the ordering process.

§4 Provider’s Services

(1) The Provider makes the Platform available in its current version. The Provider is entitled to further develop, update, and technically adapt the Platform, provided the contractually owed scope of features is not materially restricted thereby.

(2) The Provider targets a Platform availability of 99.5% on an annual average (based on calendar months). The following are excluded:

• Scheduled maintenance (announced with reasonable advance notice)
• Disruptions beyond the Provider’s sphere of influence (force majeure, failure of third-party services, network outages)
• Disruptions caused by the Customer

(3) The Provider creates regular backups of Customer data. The Customer is nevertheless obligated to maintain its own data backups.

§5 Customer Obligations

(1) The Customer is obligated to keep its access credentials (in particular passwords and API keys) confidential and to protect them from unauthorized third-party access. The Customer is liable for all activities conducted through its account, unless the Customer is not responsible for the misuse.

(2) The Customer shall notify the Provider without undue delay if it becomes aware that third parties have gained unauthorized access to its account.

(3) The Customer shall ensure that the use of the Platform complies with all applicable laws and regulations, in particular data protection law (GDPR, BDSG), copyright law (UrhG), and the EU AI Act.

(4) The Customer is responsible for the content it processes, stores, or distributes through the Platform. The Provider assumes no obligation to review Customer content.

(5) The Customer shall indemnify the Provider against all third-party claims arising from unlawful use of the Platform by the Customer or from a breach of these Terms. This includes the assumption of reasonable costs of legal defense.

§6 Prohibited Use

(1) The Customer is expressly prohibited from using or allowing the use of the Platform for the following purposes:

• Child sexual abuse material (CSAM) and sexual exploitation of minors — Creation, distribution, or storage of content pursuant to §§184a–184d StGB (German Criminal Code).
• Pornographic or youth-endangering content — Use of the Platform for the creation, distribution, or storage of pornographic content of any kind (§§184 ff. StGB).
• Incitement to hatred and hate speech — Incitement to hatred against segments of the population, attacks on human dignity, denial or trivialization of the Holocaust or other genocides (§130 StGB). This also includes racist, antisemitic, Islamophobic, homophobic, or other content contemptuous of human dignity.
• Glorification of violence — Depiction or glorification of cruel or inhumane acts of violence (§131 StGB).
• Unconstitutional organizations and symbols — Use of symbols of unconstitutional or terrorist organizations (§§86, 86a StGB), support of or recruitment for terrorist organizations (§§129a, 129b StGB).
• Criminal organizations and organized crime — Use of the Platform for planning, organizing, or supporting criminal activities, money laundering (§261 StGB), or for promoting criminal organizations (§129 StGB).
• Fraud, deception, and identity theft — Creation of deceptively realistic deepfakes, phishing content, social engineering attacks, or other fraudulent content (§§263, 263a, 269 StGB).
• Violation of personal rights — Unauthorized processing of third-party personal data, stalking, cyberbullying, or other violations of the general right of personality.
• Copyright infringement — Systematic copying, reproduction, or distribution of copyrighted third-party content without authorization (§§106 ff. UrhG).
• Prohibited AI practices (EU AI Act) — Social scoring, subliminal manipulation, exploitation of vulnerabilities of specific groups of persons, real-time remote biometric identification, and other practices prohibited under Art. 5 EU AI Act.
• Spam, malware, and technical attacks — Sending of unsolicited bulk emails (spam), distribution of malicious software, DDoS attacks, reverse engineering of the Platform, or attempts to circumvent the security mechanisms of the Service.
• Weapons and drug trafficking — Use of the Platform to facilitate the illegal trade in weapons, explosives, narcotics, or other prohibited substances.

(2) The Provider reserves the right to delete content that violates these provisions without prior notice.

(3) The above list is not exhaustive. The Provider reserves the right to prohibit further uses that violate applicable law or endanger the Platform or other users.

§7 Account Suspension and Extraordinary Termination

(1) The Provider is entitled to suspend or restrict the Customer’s access to the Platform if there is an objectively justified reason. This applies in particular if:

• there is a substantiated suspicion of a violation of §6 (Prohibited Use);
• the use of the Platform endangers the security, integrity, or availability of the Service or the rights of third parties;
• the Customer is in default with payment of due amounts for more than 14 days despite a reminder;
• this is required by governmental or court order;
• the Customer has provided materially false information during registration.

(2) In case of violations of §6, in particular criminal offenses, the Provider is entitled and — where required by law — obligated to:

• suspend access immediately and permanently;
• preserve all relevant data and logs;
• notify the competent law enforcement authorities and cooperate with them;
• terminate the contract extraordinarily without notice.

(3) In the event of a justified suspension, the Customer’s obligation to pay the agreed fees remains unaffected. The Customer has no right to a refund of fees already paid if the suspension is based on a breach by the Customer.

(4) The Provider shall inform the Customer about the suspension and its reasons without undue delay, unless statutory provisions or governmental orders prevent such disclosure.

§8 AI Usage and Transparency (EU AI Act)

(1) The Platform uses artificial intelligence (AI), in particular Large Language Models (LLM), to provide chat assistants, knowledge base queries, and additional features.

(2) AI-generated content may be inaccurate, incomplete, or misleading. The Customer is obligated to independently review AI-generated outputs before any business-critical use.

(3) The Provider makes no guarantee regarding the accuracy, completeness, or fitness of AI-generated content.

(4) The Customer shall ensure that its use of AI features complies with the EU Artificial Intelligence Act (EU AI Act) and applicable national regulations. In particular, AI practices prohibited under Art. 5 EU AI Act must not be carried out through the Platform.

(5) AI interactions are logged in accordance with Art. 52 EU AI Act and the transparency and monitoring requirements of the EU AI Act (audit logging). The Customer is informed that automated logs regarding the nature, scope, and timing of AI usage are created and stored for the legally required period.

§9 Intellectual Property

(1) All rights to the Platform, including source code, architecture, design, documentation, trademarks, and know-how, belong exclusively to the Provider and are protected as trade secrets within the meaning of the German Trade Secrets Act (GeschGehG).

(2) The Customer retains all rights to the content (texts, documents, data) it inputs or uploads to the Platform (“Customer Data”). The Provider receives only the rights of use to the Customer Data that are necessary for the performance of the contract (storage, processing, display).

(3) AI-generated outputs (texts, summaries, analyses) created on the basis of Customer Data are available to the Customer for unrestricted use. The Provider asserts no ownership claims to AI-generated outputs. The Customer bears sole responsibility for the use of such content, in particular with regard to copyright eligibility (§§2, 69a UrhG) and accuracy.

(4) The Provider is entitled to use anonymized and aggregated usage data (not Customer Data) for the further development of the Platform, provided no identification of the Customer is possible.

§10 Third-Party Providers and Subprocessors

(1) The Platform utilizes services from third-party providers, in particular providers of AI language models (e.g., OpenAI, Anthropic, Google), hosting infrastructure, and other technical service providers (“Subprocessors”).

(2) The Customer agrees to the engagement of these Subprocessors. The Provider ensures that data processing agreements pursuant to Art. 28 GDPR are concluded with all Subprocessors that process personal data.

(3) Customer Data may be transmitted to LLM providers in the course of AI processing. The Provider will inform the Customer of material changes to the Subprocessors engaged. The Customer has the right to object to a material change; in such case, both parties have a special right of termination.

(4) The Provider is not liable for service disruptions caused by the failure or limitation of third-party services, provided the Provider has carefully selected and monitored the third-party provider.

(5) A current overview of the Subprocessors engaged may be requested by the Customer from the Provider.

§11 LLM Credit Packages

(1) If the selected plan includes an LLM credit package, the Provider provides the Customer with a monthly allocation of credits for the use of AI language models.

(2) Unused credits expire at the end of the billing period and are not carried over to the following month, unless expressly agreed otherwise.

(3) If the included credit allocation is exceeded, the overage prices valid at the time of use pursuant to the Provider’s price list apply. Alternatively, the Provider may restrict AI functionality until a new allocation becomes available.

§12 Fees and Payment

(1) The amount of the fees is determined by the plan selected by the Customer and the Provider’s applicable price list.

(2) All prices are quoted net of statutory value-added tax (VAT).

(3) Invoicing is carried out monthly or annually in advance, depending on the billing period selected. Invoices are due for payment within 14 days of receipt.

(4) If the Customer is in default with payment, the Provider is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate pursuant to §288(2) BGB. The right to claim higher default damages remains reserved.

(5) The Provider reserves the right to adjust prices with a notice period of at least 30 days effective as of the next billing period. In such case, the Customer has a special right of termination effective as of the date the price adjustment takes effect.

§13 Trial Period

(1) The Provider may grant the Customer a time-limited, free trial period. The duration and scope of the trial period are determined by the selected plan.

(2) During the trial period, the Customer has access to the full scope of features of the selected plan, unless expressly stated otherwise.

(3) The trial period ends automatically upon expiration of the specified period. If no conversion to a paid subscription occurs, the cloud instance will be deactivated after a reasonable grace period and the data will be deleted pursuant to §19(5).

(4) During and after the trial period, there is no entitlement to further free use. The Provider reserves the right to terminate the trial period at any time without stating reasons.

§14 Data Protection

(1) The Provider processes personal data of the Customer exclusively in accordance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

(2) To the extent the Provider processes personal data on behalf of the Customer (data processing pursuant to Art. 28 GDPR), the parties shall conclude a separate Data Processing Agreement (DPA). The DPA is available at portal.viavendo.ai/en/dpa and becomes part of the contract.

(3) Details on data processing, in particular regarding the nature, scope, and purpose of processing as well as the rights of data subjects, are set out in the Provider’s privacy policy.

(4) The Customer warrants that it has a valid legal basis for the processing of personal data through the Platform (e.g., consent, legitimate interest, performance of a contract).

(5) The Customer shall inform the Provider without undue delay if data subjects assert rights under Art. 15–22 GDPR that relate to the Platform. The Provider shall support the Customer in fulfilling these obligations to the extent technically feasible.

§15 Confidentiality

(1) Both parties undertake to keep confidential all confidential information of the other party received in connection with the contract and not to make it accessible to third parties or otherwise exploit it.

(2) This obligation does not apply to information that:

• was already publicly known at the time of disclosure;
• becomes publicly known without fault of the receiving party;
• was already lawfully known to the receiving party prior to disclosure;
• is lawfully disclosed by a third party without any obligation of confidentiality;
• must be disclosed due to statutory obligations or governmental orders.

(3) The obligation of confidentiality shall continue for a period of two years after termination of the contract.

§16 Warranty

(1) The Provider warrants that the Platform substantially conforms to the service description. Insignificant deviations do not give rise to warranty claims.

(2) The Customer shall report defects to the Provider without undue delay and in as much detail as possible.

(3) The Provider will remedy reported defects within a reasonable period or provide a workaround. The choice of remedy lies with the Provider.

§17 Force Majeure

(1) Neither party shall be liable for failure to perform or delayed performance of its contractual obligations to the extent such failure is attributable to circumstances of force majeure.

(2) Force majeure includes in particular: natural disasters, epidemics and pandemics, war, terrorism, civil unrest, embargoes and sanctions, governmental orders, power outages, failure of telecommunications networks, cyberattacks of significant magnitude, and the failure of essential third-party providers (e.g., cloud infrastructure, LLM providers), provided these are not caused by the Provider.

(3) The affected party shall inform the other party without undue delay of the occurrence and the expected duration of the force majeure event and shall undertake reasonable efforts to minimize the impact.

(4) If the force majeure event persists for more than 90 days, each party is entitled to terminate the contract with immediate effect.

§18 Liability

(1) The Provider is liable without limitation for:

• damages arising from injury to life, body, or health;
• damages based on intent or gross negligence;
• claims under the German Product Liability Act.

(2) In cases of slight negligence, the Provider is liable only for breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the typical, foreseeable damage.

(3) The amount of liability under paragraph 2 is limited to the fees paid by the Customer in the preceding 12 months, but not less than EUR 10,000.

(4) The Provider is not liable for damages caused by force majeure (§17), failure of third-party services (in particular LLM providers, cloud infrastructure), network disruptions, or actions of the Customer.

(5) The Provider is not liable for the accuracy, completeness, or fitness of AI-generated content. The use of such content is at the Customer’s own risk.

(6) The Provider is not liable for indirect damages, lost profits, data loss, or business interruption damages, to the extent permitted by law.

§19 Term and Termination

(1) The contract is concluded for an indefinite term, unless a fixed contract period has been agreed.

(2) For contracts of indefinite duration, either party may terminate the contract with one month’s notice effective at the end of the respective billing period.

(3) The right to extraordinary termination for cause (§314 BGB) remains unaffected. Cause exists in particular if:

• the Customer violates §6 (Prohibited Use);
• the Customer is in default with payment for more than 30 days despite a reminder;
• insolvency proceedings are opened against the assets of a party or the opening is rejected for lack of assets;
• a party materially breaches its contractual obligations despite a warning and a reasonable grace period.

(4) Termination must be in text form (email is sufficient).

(5) After termination of the contract, the Provider will deactivate the Customer’s cloud instance within 30 days. The Customer has the opportunity to export its data within this period. After expiration of the period, all data will be irrevocably deleted.

§20 Set-Off and Retention

(1) The Customer is entitled to set-off only if its counterclaims have been finally adjudicated, are undisputed, or have been acknowledged by the Provider.

(2) The Customer may exercise a right of retention only if its counterclaim is based on the same contractual relationship.

§21 Assignment

(1) The Customer may not transfer or assign rights and obligations under this contract to third parties without the prior written consent of the Provider.

(2) The Provider is entitled to transfer rights and obligations under this contract to a legal successor in the context of a corporate transfer or restructuring, provided the legal successor assumes the obligations under this contract.

§22 Export Control and Sanctions

(1) The Customer is obligated to comply with all applicable export control regulations and sanctions provisions when using the Platform, in particular the EU Dual-Use Regulation (EU) 2021/821, national export control laws, and the sanctions regulations of the European Union.

(2) The Customer warrants that it will not export, transfer, or make accessible the Platform and the outputs generated through it to sanctioned countries or to sanctioned persons, organizations, or entities.

(3) The Customer shall indemnify the Provider against all claims, damages, and costs arising from a breach of these export control and sanctions provisions.

§23 Amendments to Terms

(1) The Provider is entitled to amend these Terms with effect for the future, provided this is required for compelling reasons (e.g., changes in legislation, new case law, technical developments, new regulatory requirements under the EU AI Act).

(2) The Provider will inform the Customer of amendments at least 30 days before they take effect in text form (email). The amendments shall be deemed approved if the Customer does not object in text form within 30 days of receipt of the amendment notification. The Provider will specifically draw the Customer’s attention to the significance of the 30-day period and the right to object in the amendment notification.

(3) If the Customer objects, both parties have a special right of termination effective as of the planned effective date of the amendment.

§24 Final Provisions

(1) The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the registered office of the Provider.

(3) Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the valid and enforceable provision that most closely approximates the economic purpose of the invalid provision shall be deemed agreed (severability clause).

(4) Amendments and supplements to this contract must be in text form. This also applies to the amendment of this text form requirement.

(5) The contract language is German. This English translation is provided for convenience only; in case of discrepancies, the German version shall prevail.