General Terms and Conditions

Preamble

These General Terms and Conditions (hereinafter "GTC") apply exclusively to all business relationships between ChangeMy.Ai FlexCo, Hauptstraße 23/4, 3842 Thaya, Austria, VAT ID ATU81766117 (hereinafter "Contractor"), and commercial clients (hereinafter "Client"). These GTC apply exclusively to legal transactions between entrepreneurs within the meaning of § 1 of the Austrian Business Code (UGB). The conclusion of contracts with consumers within the meaning of the Austrian Consumer Protection Act (KSchG) is expressly excluded. By concluding the contract, the Client confirms that they are acting exclusively for business purposes.

1. Scope of Application and Contract Formation

1.1. Exclusive Applicability

These GTC apply exclusively and conclusively. Conflicting, supplementary, or deviating terms of the Client shall not become part of the contract, even if the Contractor does not object to them, takes note of them, renders services without reservation, or accepts payments. The acceptance of services shall be deemed unconditional acknowledgment of these GTC (§ 864 ABGB). Deviations require express written confirmation by the Contractor's management.

1.2. Offers

All offers made by the Contractor are non-binding and merely constitute an invitation to treat (invitatio ad offerendum). A contract is concluded exclusively through a written order confirmation by the Contractor. If the order confirmation contains changes, these shall be deemed approved unless the Client objects in writing within two (2) business days.

1.3. Order of Precedence

Contract components in descending order of precedence: a) written offer by the Contractor; b) any Data Processing Agreement (DPA); c) these GTC; d) Austrian law. In the event of conflict, the higher-ranking document shall prevail.

2. Subject Matter of Services

2.1. Scope of Services

The Contractor provides SaaS services in the field of artificial intelligence. The exact scope of services is conclusively defined in the written offer. The Contractor owes exclusively best efforts, but not a specific outcome, result, or quality of AI outputs.

2.2. No Availability Guarantee

The Contractor strives for reasonable availability but does not guarantee any specific availability, accessibility, performance, or response time. Interruptions, outages, delays, or limitations - regardless of the cause - do not constitute a breach of duty, do not give rise to warranty claims, damage claims, or claims for fee reduction.

2.3. Right to Modify

The Contractor is entitled at any time to modify, restrict, expand, or discontinue the services at its own discretion. The Client has no claim to the retention of specific features, versions, AI models, or performance characteristics. Modifications do not give rise to any claims by the Client.

2.4. Maintenance

The Contractor is entitled to perform maintenance at any time without prior notice. Maintenance periods do not give rise to any claims.

3. Software Licensing and Intellectual Property

3.1. Ownership

All rights to the software, AI models, algorithms, documentation, and other technical components remain exclusively with the Contractor. The contract does not constitute a transfer of ownership.

3.2. Limited License

The Contractor grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and freely revocable right of use for the duration of the contract. The license is a temporary grant of use (§§ 1090 et seq. ABGB), not an acquisition.

3.3. Conditions

The right of use exists only when all of the following conditions are cumulatively met: a) a valid contract; b) complete and timely payment; c) compliance with all GTC provisions. If any condition ceases to apply, the right of use shall automatically and immediately lapse without separate notice.

3.4. License Revocation

The Contractor is entitled at any time to revoke the right of use immediately and without prior notice, in particular in the event of: a) payment default (even partial); b) violations of these GTC; c) misuse; d) insolvency petition, opening, or rejection; e) material deterioration of financial circumstances; f) other important reasons at the Contractor's discretion. No refund of fees shall be made.

3.5. Prohibitions

Any decompilation, reverse engineering, disassembly, copying, modification, or circumvention of technical protection measures is prohibited. In the event of violation, the Client shall be liable to the Contractor for all damages and shall indemnify the Contractor against third-party claims.

4. Client Data and AI-Generated Content

4.1. Sole Responsibility of the Client

The Client bears sole and exclusive responsibility for all data provided by them ("Client Data"), including its legality, accuracy, completeness, and suitability. The Client warrants that they hold all necessary rights and that no third-party rights are infringed. The Contractor is neither obliged nor entitled to review Client Data for legality or accuracy.

4.2. Comprehensive Indemnification

The Client shall fully, irrevocably, and upon first demand indemnify the Contractor, its officers, shareholders, employees, agents, and subcontractors against all third-party claims, fines, penalties, regulatory actions, and costs (including reasonable legal defense costs and internal expenses) arising in connection with the Client Data, its provision, processing, use, or the AI-generated outputs. The indemnification applies regardless of the Client's fault.

4.3. Complete Disclaimer for AI Outputs

The Contractor assumes no responsibility, warranty, or liability whatsoever for the content generated by the AI systems ("Outputs"). The Client expressly acknowledges and accepts that: a) AI systems are based on probabilistic models; b) Outputs may be erroneous, inaccurate, incomplete, inappropriate, misleading, discriminatory, unlawful, or harmful ("hallucinations"); c) the Contractor has no control over the content of individual outputs; d) the Client is solely responsible for reviewing, approving, and using each individual output. The Client irrevocably waives any and all claims against the Contractor arising from or that may arise from reliance on AI-generated content.

4.4. Data Usage

The Client grants the Contractor a perpetual, irrevocable, worldwide, royalty-free, and transferable right to use anonymized and aggregated data for all purposes, including the training of AI models, analytics, marketing, product development, and commercial exploitation.

5. Obligations and Duties of the Client

5.1. Cooperation Duties

The Client is obliged to perform all cooperation acts necessary for service delivery in a timely, complete, accurate, and free-of-charge manner. These include: provision of suitable quality data, designation of competent contact persons, prompt response to queries (within 2 business days), provision of required approvals, and ensuring technical prerequisites. Cooperation duties are primary obligations.

5.2. Exclusion of Liability for Cooperation Failures

Any liability of the Contractor is fully excluded to the extent that damage, delay, defect, or non-performance is wholly or partly attributable to a breach of the Client's cooperation duties or the Client's failure to provide necessary information, materials, data, approvals, or decisions in a timely or proper manner. Delays or additional expenses shall be borne exclusively by the Client.

5.3. Access Credentials

The Client is solely responsible for the secure safekeeping of all access credentials. All activities carried out using the Client's credentials shall be attributed to the Client. The Contractor shall not be liable for damages resulting from the misuse of access credentials.

5.4. Usage Guidelines

The Client undertakes to use the services exclusively in a lawful manner. The following are specifically prohibited: a) any unlawful use; b) infringement of third-party rights; c) creation of harmful, discriminatory, hateful, or unlawful content; d) transmission of malware; e) circumvention of security measures; f) use in high-risk areas without express written agreement; g) generation of disinformation or manipulative content; h) automated mass queries.

5.5. Review and Backup Obligations

The Client is obliged to independently and carefully review all AI-generated outputs for accuracy, completeness, legality, and suitability before any use, distribution, or publication. The Client is obliged to perform regular data backups.

5.6. Suspension

In the event of actual or suspected violations, the Contractor is entitled to suspend access at any time, without notice and with immediate effect. The Client's payment obligation remains unaffected.

6. Fees and Payment Terms

6.1. Fees

Fees are determined by the offer. All prices are stated in Euros plus statutory value-added tax and any additional duties, charges, and taxes.

6.2. Due Date

Invoices are due immediately, but no later than seven (7) days from the invoice date, without any deduction. The date of receipt by the Contractor shall be decisive.

6.3. Default of Payment

In the event of default of payment, the Contractor is entitled to: a) default interest of 9.2 percentage points above the base rate per annum (§ 456 UGB); b) reminder fees of EUR 40.00 per reminder; c) all collection, attorney, and enforcement costs; d) immediate blocking of access and license revocation from the first day of default; e) termination without notice. The right to claim further damages is reserved.

6.4. Objections and Set-Off

Objections to invoices must be raised in writing within five (5) days of the invoice date; objections raised later shall be time-barred. The Client expressly waives: a) the defense of the unfulfilled contract (§ 1052 ABGB); b) any right of retention; c) any right of set-off with counterclaims that have not been legally established or acknowledged by the Contractor.

6.5. Price Adjustment

The Contractor is entitled to adjust fees at any time with 14 days' notice. In the event of price increases exceeding 15%, the Client has an extraordinary right of termination effective on the date the increase takes effect.

7. Warranty

7.1. Limited Warranty Scope

The Contractor warrants exclusively that the services substantially conform to the core technical specifications expressly designated as guaranteed in the offer. Any warranty beyond this, in particular for specific results, accuracy, completeness, fitness for a particular purpose, uninterrupted availability, freedom from errors, or compatibility, is expressly and fully excluded.

7.2. No Defect for AI Systems

The parties expressly and irrevocably agree that all erroneous, inaccurate, incomplete, inappropriate, misleading, discriminatory, unlawful, or harmful outputs ("hallucinations") do not constitute a defect within the meaning of warranty law due to the inherent probabilistic nature of AI systems. A warranty-relevant defect exists exclusively if the system systematically, repeatedly, demonstrably, and reproducibly fails to meet the core technical specifications expressly designated as guaranteed in the offer.

7.3. Warranty Period

The warranty period is three (3) months from the initial provision of the respective service. This reduction is expressly agreed as permissible in B2B relationships pursuant to § 922 ABGB.

7.4. Strict Defect Notification

The Client must notify any defects immediately, but no later than within five (5) business days after first discoverability, in writing and with an exact, reproducible, and complete description of the problem including screenshots, log files, and reproduction steps (§ 377 UGB). In the event of untimely, non-written, or incomplete notification, all warranty, damage, and other claims relating to the defect, as well as the right to challenge for error, shall expire irrevocably and completely.

7.5. Limited Defect Remediation

In the event of a timely and properly notified defect, the Contractor is entitled (but not obliged), at its sole and free discretion, to carry out an improvement, offer workarounds, or provide usage instructions within a reasonable period. All claims for replacement, rescission, price reduction, self-remedy, or cost reimbursement are excluded. If the improvement fails three times, the Client is exclusively entitled to ordinary termination at the next termination date.

7.6. Exclusion of Statutory Presumptions

The following statutory provisions are expressly excluded: a) the presumption rule of § 924 ABGB (the burden of proof for a defect at the time of delivery is borne by the Client); b) the defense against the fee claim (§ 933 para. 3 ABGB); c) any update obligation; d) the right to price reduction; e) the right to rescission. The burden of proof for the existence of a defect, its timing, and its cause lies exclusively with the Client.

8. Liability and Limitation of Liability

8.1. Complete Exclusion of Liability for Slight Negligence

The liability of the Contractor, its officers, shareholders, employees, agents, and subcontractors for damages arising from slight negligence is - with the exception of personal injury - fully and irrevocably excluded. This exclusion applies to all legal bases (contract, tort, warranty, product liability, pre-contractual obligations, or otherwise), to all types of damage, and regardless of whether primary or secondary obligations are concerned. This agreement is permissible in B2B relationships in accordance with the established case law of the Austrian Supreme Court (OGH).

8.2. Limitation of Liability for Gross Negligence

The Contractor's liability for ordinary gross negligence is, to the extent permissible under the case law of the OGH in B2B relationships, limited to the compensation of direct, typical, and foreseeable property damage and capped at the maximum specified in Section 8.7. For simple agents (§ 1313a ABGB), the Contractor is only liable for selection negligence.

8.3. Personal Injury

The Contractor is liable for personal injury exclusively in accordance with mandatory statutory provisions, but only in the case of its own fault.

8.4. Complete Exclusion of Consequential Damages

Liability for indirect damages, consequential damages, damages resulting from defects, lost profits, lost business opportunities, lost orders, interest losses, foregone savings, business interruptions, production losses, data losses, data recovery costs, reputational damages, non-material damages, financial losses, substitute procurement costs, frustrated expenditures, contractual penalties, fines, or third-party claims is fully and irrevocably excluded. This exclusion applies regardless of the legal basis and regardless of the degree of fault, to the extent permitted by law.

8.5. Complete Disclaimer for AI Outputs

The Contractor shall under no circumstances and on no legal basis be liable for the accuracy, completeness, legality, appropriateness, timeliness, usability, or effects of the outputs generated by the AI systems. The Client acknowledges and irrevocably waives any and all claims against the Contractor arising from reliance on AI-generated content, from the use of such content, or from damages caused by such content.

8.6. Disclaimer for Third Parties and Force Majeure

The Contractor shall not be liable for: a) acts or omissions of third parties (including subcontractors, cloud providers, network operators); b) force majeure, natural disasters, pandemics, war, terrorism, cyberattacks, regulatory measures; c) disruptions beyond the Contractor's sphere of influence; d) damages from the use of third-party services; e) damages from malware, viruses, or hacker attacks.

8.7. Liability Cap

The total liability of the Contractor for all claims by the Client arising from or in connection with this contract is, regardless of the number of incidents, the legal basis, and the degree of fault: a) per individual incident capped at EUR 2,500; b) per contract year capped at a maximum of the sum of the net fees actually paid by the Client in the last three (3) months before the occurrence of the first damaging event; c) in no case exceeding EUR 7,500 in total.

8.8. Shortened Limitation Period

All damage compensation and other claims by the Client against the Contractor shall become time-barred six (6) months from knowledge of the damage and the damaging party, but in any event no later than eighteen (18) months from the damaging event (absolute deadline). This shortening is permissible under the case law of the OGH in B2B relationships. The Client waives the defense of suspension and interruption of the limitation period.

8.9. Reversal of Burden of Proof Excluded

The Client bears the full burden of proof for: a) the existence of a breach of duty by the Contractor; b) the Contractor's fault (including gross negligence); c) the occurrence of damage; d) the amount of damage; e) the causal connection between the breach of duty and the damage. The statutory reversal of the burden of proof pursuant to § 1298 ABGB is expressly and fully excluded. The Client must positively prove that the Contractor is at fault when asserting claims.

8.10. Damage Mitigation and Contributory Negligence

The Client is obliged to take all reasonable measures to avoid and mitigate damages, in particular regular data backups, review of outputs, and use of current security software. In the event of breach of these obligations, the Contractor's liability shall be fully or proportionally excluded. Contributory negligence by the Client shall result in a corresponding reduction of any claims.

9. Data Protection, Confidentiality, and Regulation

9.1. Data Processing

If the Contractor processes personal data, a separate Data Processing Agreement (DPA) must be concluded. The Client is solely responsible for the lawfulness of data processing and shall indemnify the Contractor against all related claims.

9.2. Confidentiality

Both parties undertake to maintain the confidentiality of confidential information for an unlimited period.

9.3. EU AI Act - Best Efforts by the Contractor

The Contractor endeavors to comply with the provisions of the EU AI Act applicable to it as a provider. A guarantee of complete or permanent conformity is expressly not given.

9.4. Sole Responsibility of the Client for Compliance

The Client bears sole and exclusive responsibility for the lawful use of the services, in particular for: a) compliance with the EU AI Act (in particular Art. 50 transparency obligations); b) compliance with the GDPR; c) compliance with all other applicable regulations; d) review of the legal permissibility in their specific application context (HR, scoring, customer interaction, high-risk areas, etc.); e) informing end users about AI interaction. The Contractor expressly does not provide legal, compliance, regulatory, or other advisory services.

9.5. Comprehensive Regulatory Indemnification

The Client shall fully and upon first demand indemnify the Contractor against all third-party claims, fines, penalties, regulatory actions, investigation costs, and other costs resulting from the Client: a) using the services unlawfully; b) violating its obligations under the EU AI Act, GDPR, or other regulations; c) using the services in high-risk areas without agreement; d) failing to properly inform end users. The Contractor offers AI Act Readiness consulting upon request as a separate, chargeable add-on service.

10. Contract Duration and Termination

10.1. Term

The contract term is defined in the offer. The contract shall automatically renew for the original term if not terminated in a timely manner.

10.2. Notice Periods

For annual contracts: three (3) months before the end of the term. For monthly contracts: one (1) month before the end of the month. Termination must be in writing.

10.3. Extraordinary Termination by the Contractor

The Contractor is entitled to immediate termination without notice for cause, in particular in the event of: a) any payment default; b) violations of these GTC; c) misuse; d) insolvency petition, opening, or rejection; e) cessation of business activities; f) material deterioration of financial circumstances; g) reputational damage; h) regulatory investigations against the Client; i) other important reasons at the Contractor's discretion.

10.4. Consequences of Termination

Upon contract termination: a) the right of use shall expire immediately and irrevocably; b) the Client must immediately cease all use; c) the Client may export their data within 7 days; d) the Contractor is entitled to irretrievably delete all data thereafter; e) fees already paid shall not be refunded; f) outstanding claims shall become due immediately.

10.5. No Liability Upon Termination

The Contractor shall not be liable for any damages incurred by the Client as a result of the termination of the contract, in particular not for data loss after expiry of the export period.

11. Final Provisions

11.1. Choice of Law

Exclusively Austrian substantive law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2. Jurisdiction

The exclusive place of jurisdiction for all disputes is the court having subject-matter jurisdiction for 3842 Thaya. The Contractor is entitled to sue the Client at any other competent court.

11.3. Written Form

Amendments, supplements, and the rescission of this contract, including this clause, require written form. Oral side agreements do not exist and are invalid. Email does not satisfy the written form requirement.

11.4. Assignment

The Client may not assign or transfer rights and obligations without the prior written consent of the Contractor. The Contractor is entitled to assign and transfer at any time without consent.

11.5. Severability Clause

Should individual provisions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision and the interests of the Contractor. The same applies to gaps.

11.6. Entirety

These GTC and the offer constitute the complete agreement and supersede all prior agreements, assurances, declarations, and understandings of any kind.