§ 1. Scope and definitions
These terms govern agreements with AI LABS GmbH, Am Heerdter Krankenhaus 4, 40549 Düsseldorf, Germany (AILABS), for its AI software, platform, hosting, support and related services. The service is offered exclusively to businesses under section 14 BGB for their authorised users. Conflicting customer terms require AILABS’ express agreement in text form. The terms also cover future agreements of the same kind unless otherwise agreed.
German is the governing contractual language. Other-language information is provided for convenience only. The AI platform includes its agreed functions, interfaces, documentation, updates and administration. LLMs include language models and other AI models used by AILABS or third parties. Customer content includes submitted data, prompts, documents and connected content; outputs are generated or processed results.
SaaS/Dedicated Hosting is operated by AILABS or its providers. Self-Managed Hosting runs in an environment operated or commissioned by the customer. Authorised users are designated individuals within the agreed scope. Third-party integrations include connected services, data sources, APIs and add-ons.
§ 2. Contract formation and documents
Offers are non-binding unless expressly stated otherwise. Customers can submit a binding offer online, by email or in another agreed form; online input errors can be corrected before ordering. A contract arises on electronic order confirmation, express acceptance in text form or activation of the agreed access. An automatic acknowledgement alone is not acceptance.
The offer, order form or agreement sets the services, hosting model, user numbers, fees, term and specific service parameters. Individual contractual documents take precedence over the general terms.
§ 3. Services and AI outputs
The agreement, service specification and current documentation define the platform and technical requirements. AILABS does not promise a particular legal, economic or other outcome. Outputs can be incomplete, incorrect, biased or unsuitable. Customers must check them before use and provide appropriate human oversight. The platform does not replace professional review.
AILABS may change models, versions, data sources, interfaces and infrastructure for objective technical, economic, security, privacy, regulatory or development reasons. Changes must not unreasonably disadvantage the customer. A particular model, response speed or output characteristic is not permanently guaranteed where the contracted core function is substantially maintained. Changes to ancillary functions, the interface or models do not by themselves establish a defect.
If an expressly agreed core function is significantly and permanently restricted, AILABS will, where possible, offer a technically and economically reasonable alternative. If none is available or reasonable, the customer may terminate the affected service for cause. Further claims are governed by § 13.
§ 4. Hosting and third-party integrations
AILABS operates SaaS/Dedicated Hosting in the agreed environment and may use carefully selected subcontractors. For Self-Managed Hosting, the customer is responsible for operation, infrastructure, backups, access management, updates and security unless expressly agreed otherwise.
Customers provide the required connection, devices, browser, permissions and, where applicable, target environment at their own expense. AILABS does not guarantee availability of a customer-operated environment. Third-party integrations may have additional terms that customers must observe. Liability for third-party availability, content and services follows § 13 and requires a breach attributable to AILABS.
§ 5. Availability, maintenance and support
For SaaS/Dedicated Hosting, the terms specify 99% annual availability of the platform controlled by AILABS. It is calculated using available minutes against the relevant calendar-year period, excluding the times specified in § 5.2. A partial year is assessed for the relevant contract period.
Excluded times include announced maintenance of up to eight hours per calendar month, emergency maintenance, force majeure, internet, telecommunications or power failures, third-party model or integration outages, circumstances attributable to the customer and failure to provide required cooperation. Planned maintenance is generally announced with reasonable notice.
Support follows the agreed scope. Customers must report faults intelligibly and reasonably assist diagnosis. Third-party model availability or performance is not guaranteed.
§ 6. Usage rights and users
For the contract term and agreed scope, customers receive a non-exclusive, non-transferable and non-sublicensable right to use the platform through authorised users for their own internal business purposes. Agreed user numbers and hosting arrangements apply.
Accounts can be reassigned when users leave or change role if concurrent use does not exceed the agreed limit. Credentials are personal and must be protected; shared accounts require express agreement.
Copying, renting, selling, publicly making available, decompiling, reverse engineering or circumventing security is prohibited except where mandatory law permits it. Using the platform to develop competing systems, automated requests outside approved interfaces and removing ownership or origin notices are also prohibited.
§ 7. Customer content, outputs and rights
Customers retain their rights in their content and grant AILABS the non-exclusive, geographically unrestricted rights needed to perform the contract for its duration, including processing, storage, transfer to agreed model providers and output generation. Customer content is not used to train general models unless separately and expressly agreed.
Where protectable output rights arise with AILABS, the customer receives a non-exclusive right for internal business use. Third-party rights remain unaffected. Customers must verify necessary rights before external publication or sharing.
Customers must be entitled to supply and process content and ensure the necessary permissions, information and legal bases, including professional rules, privacy, copyright and trade-secret requirements.
§ 8. Permitted use, fair use and regulation
Use must comply with the contract and applicable law, including data protection, the AI Act, export controls and sanctions. Prohibited AI practices and unlawful deployment as a high-risk AI system without the required measures are not permitted.
Customers must not impair security, integrity or performance or create excessive load. If no volumes are agreed, fair use means typical use of comparable AI software by a standard customer. AILABS will generally notify customers and allow adjustment before taking measures for excess use.
Customers must bind authorised users to the terms, take suitable organisational measures and promptly report known misuse, incidents and unauthorised access.
§ 9. Suspension, removal and indemnity
AILABS may proportionately restrict access or remove content where there are concrete indications of unlawful, contractual or security breaches, a legal or official requirement, or a significant danger to the platform, third parties or data.
Unless urgency, security or a legal obligation prevents it, AILABS provides advance notice and a reasonable opportunity to remedy the issue. Where legally permitted, it explains the reason and scope and lifts the measure when the reason ceases.
Customers indemnify AILABS against third-party claims and reasonable defence costs arising from a culpable breach of their duties, particularly unlawful content supply or use. AILABS promptly informs the customer, permits reasonable participation in the defence and does not acknowledge claims without consent where that would prejudice the customer.
§ 10. Fees and price changes
The contract sets fees, billing intervals, add-ons and usage charges. Unless otherwise agreed, invoices are payable without deduction within 30 days of receipt. Prices exclude statutory VAT. Foreign-currency charges use the agreed conversion rate or, failing that, the ECB reference rate on the invoice date. Customers bear their own banking and conversion costs.
Recurring fees may change on reasonable notice for demonstrable changes in personnel, infrastructure, energy, licensing, third-party or legal costs, or an expanded agreed scope. Adjustments must be proportionate and account for cost reductions. Increases above 5% entitle the customer to terminate for cause within three weeks of receiving the notice. Under § 10.3, the new fee is deemed agreed if the customer neither terminates nor makes another declaration within that period. Statutory reduction and retention rights remain unaffected.
§ 11. Defects and remedies
The agreed service specification and documentation are decisive for defect assessment. The precise provision on the platform’s condition is in § 11.1 of the governing German text; insignificant impairments do not give rise to defect claims.
Customers must promptly report defects in an intelligible form. AILABS is first entitled to remedy the defect, provide a workaround or substitute performance at its choice. If remediation fails or is unreasonable, statutory rights apply. Statutory fee-reduction and retention rights are not restricted by these terms. Free trials are subject to statutory provisions on provision without charge unless otherwise expressly agreed.
§ 12. Trials and pilots
Free trials and paid pilots require express agreement on subject, scope, duration, fees and support. Their functions and content can differ from later production use. They end automatically at the agreed time, without notice; paid continuation requires a separate agreement or the customer’s express electronic confirmation. There is no automatic conversion or renewal.
Abusive, unlawful or security-threatening trial use may be suspended or terminated under § 9. Access is disabled at the end. Data processing and export are governed by the applicable agreement and the German terms, including §§ 15–17.
§ 13. Liability
AILABS has unlimited liability for intent, gross negligence, injury to life, body or health, under the German Product Liability Act and within any expressly assumed guarantee.
For slightly negligent breaches of material contractual duties, liability is limited to foreseeable damage typical of the contract. Material duties are those enabling proper contract performance and on which customers may normally rely. Other liability for slight negligence is excluded.
These limitations also protect AILABS’ representatives, staff and agents and do not apply to fraudulently concealed defects. Third-party service liability applies to the extent permitted by law; AILABS’ liability for its own breaches is not excluded.
§ 14. Confidentiality
Both parties protect confidential information obtained in connection with the agreement and use it only to perform it. Disclosure to employees, advisers and subcontractors is allowed where needed and subject to appropriate confidentiality obligations.
Exceptions cover information demonstrably already lawfully known, public without breach, lawfully obtained from an unrestricted third party or independently developed. Legally, officially or judicially required disclosure is permitted, with prior notice to the other party where lawful.
After termination, confidential documents and data must be returned or deleted on request, subject to statutory retention or legitimate evidence-preservation interests. Confidentiality continues for five years; trade secrets remain protected while the legal conditions for their protection exist.
§ 15. Illegal content, moderation and export
Anyone can report suspected illegal platform content using the electronic reporting procedure or notified contact address. Reports should explain why the content is illegal, identify its location precisely, provide the reporter’s name and electronic contact, and confirm a good-faith belief that the information is accurate and complete.
AILABS reviews reports promptly, objectively and diligently. There is no general duty to monitor stored or transmitted information or actively search for illegality under Article 8 DSA. Depending on the circumstances, measures can include removing content, restricting access, visibility or sharing, temporarily suspending a workspace or user, requesting correction or removal, or terminating for cause.
Under § 15.5, access and usage rights end with the agreement unless otherwise specified. Customers can request return or export of content held by AILABS within 30 calendar days of termination, in a common machine-readable format where technically possible and reasonably feasible. Access may be maintained only to facilitate export, without a right to productive use.
Absent a follow-on agreement or timely export request, deletion follows after that period within a further 30 calendar days, subject to statutory retention and legal-claim requirements. Retained data is restricted to the relevant purpose and deleted when it ends. The data processing agreement takes precedence for processing on behalf of the customer. Deletion covers subprocessor copies to the extent under AILABS’ legal and practical control; backups follow the regular deletion cycle and remain blocked from further use in the meantime.
Measures must be necessary, appropriate and proportionate, taking account of the alleged breach, user and customer interests and platform effects. Where legally required or offered, affected customers or users can request review within a reasonable period. Legal remedies remain available.
§ 16. Data protection and DORA
For processing personal data on the customer’s behalf, the parties enter into a data processing agreement under Article 28 GDPR. It forms part of the contract and takes precedence for such processing. Customers remain responsible for lawful processing, information to individuals and their instructions. AILABS follows documented instructions unless law requires otherwise. Subprocessors and international transfers are governed by that agreement.
A DORA addendum requires that the customer falls within Regulation (EU) 2022/2554 and that the parties expressly agree it. Without a separate agreement, no additional DORA-specific duties beyond the agreed services are owed.
§ 17. Term, termination and post-contract data
The contract sets the initial term. Unless otherwise agreed, it renews for twelve months unless either party gives notice in text form at least 30 days before the end of the relevant term. Expressly monthly agreements can be terminated in text form with 14 days’ notice to the end of the relevant monthly period.
Termination for cause remains available, including substantial or repeated breaches after a reasonable remedy period, serious security breaches, persistent late payment or insolvency-related grounds; the list is not exhaustive.
Usage rights end with the contract. Where technically provided and the customer fulfils its cooperation duties, customers have an appropriate transition period of at least 30 days to export content. Afterwards, content is deleted or anonymised under the data processing agreement, subject to legal retention.
§ 18. Platform and terms changes
AILABS may develop, adjust, expand, change or partly discontinue the platform for technical, economic, security, privacy, regulatory or operational reasons, or where appropriate for service development. This includes interface, architecture, hosting, APIs, processing, security, models, providers and workflows.
Ancillary, optional or not individually agreed components may be changed, replaced or discontinued. There is no entitlement to a particular interface, version or implementation. Functions may be replaced with others serving a substantially comparable purpose. The essential subject and expressly agreed core functions are preserved subject to the detailed terms. Merely technical, interface, speed, version or optional changes do not by themselves constitute a substantial impairment. Material adverse changes are notified in text form with reasonable advance notice where circumstances allow.
A significant permanent restriction of an individually agreed core function despite a reasonable alternative can permit termination of the affected service within a reasonable period after notice. This does not apply where mandatory legal, official or security requirements necessitate the change and a reasonable alternative is provided.
The terms themselves may change only for valid reasons and where reasonable for the customer. Unilateral changes to the essential subject or primary obligations are excluded. Notice in text form must describe content, reason and consequences at least six weeks before effectiveness. More than insignificant adverse changes give an objection or termination right; material changes are not accepted by silence.
§ 19. Final provisions
Amendments, including to the form requirement, require text form unless a stricter statutory form applies. Individual agreements remain unaffected. German law applies, excluding the CISG. Düsseldorf is the exclusive jurisdiction where the customer is a merchant, public-law legal entity or public-law special fund; mandatory jurisdictions remain unaffected.
If a provision is invalid, unlawful or unenforceable, the remaining agreement stays effective. Where necessary, the parties replace it with a lawful provision close to its economic purpose; this does not create an automatically applicable replacement with a different economic effect.