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Terms and Conditions

Last updated: February 2026

Legally binding: This document is written in German and is legally binding. The English translation is provided as a non-binding courtesy only.

1. Scope and Contracting Parties

These GTC govern the business relationship between amaiko GmbH, Postackerweg 9, 94234 Viechtach, Germany (hereinafter “Provider”), and its customers (hereinafter “Customer”) with regard to the use of the AI-based knowledge management tool “amaiko.ai”. amaiko.ai is a digital Software-as-a-Service product that is integrated as a personal AI assistant directly into Microsoft 365 (in particular Microsoft Teams) to store and interconnect company knowledge and proactively make it available to employees.

These GTC apply exclusively. Conflicting or deviating terms and conditions of the Customer shall not apply unless the Provider has expressly agreed to their applicability in writing. These GTC apply only to businesses within the meaning of § 14 BGB (i.e., natural or legal persons acting in the exercise of their commercial or independent professional activity when entering into the contract). Use of amaiko.ai by consumers is excluded.

2. Subject Matter and Service Description

2.1 Subject Matter and Purpose of Services

The Provider makes the cloud-based software platform amaiko.ai available to the Customer. amaiko.ai is a cloud-based Software-as-a-Service solution for supporting knowledge management, information networking, and work-related assistance in businesses using artificial intelligence.

The purpose of amaiko.ai is to provide business-relevant information and content in a context-specific manner, to support work processes, and to facilitate access to existing knowledge within the IT systems used by the Customer.

To this end, amaiko.ai provides the Customer with AI-powered functions that enable, in particular, the structured processing, analysis, and user-specific preparation of information. The specific scope of functions is determined by the respectively booked tier, the product description, and the technical design of the platform in its current version.

There is no entitlement to the existence of specific technical implementations, modules, or functionalities, provided the contractually agreed purpose of the services is maintained overall.

2.2 Technical Requirements

Use of the service requires an active Microsoft 365 tenant of the Customer, including the necessary licenses, permissions, and administrator approvals. amaiko.ai uses exclusively the existing Microsoft 365 permission structures; no extension of access rights takes place.

2.3 Delineation of Responsibilities

Responsibilities of the Provider:

  • Operation and maintenance of the amaiko.ai platform
  • Provision of the contractually agreed functions
  • Data security within the system boundaries of the Provider
  • Compliance with data protection obligations as a processor

Responsibilities of the Customer:

  • Permission management in the Microsoft 365 tenant, in particular granting the necessary access, API, and security approvals in accordance with the Microsoft 365 permissions model
  • Maintaining the required Microsoft 365 licenses
  • Lawfulness of the processed content
  • Internal governance, compliance, and approval processes
  • Review and use of AI outputs

2.4 AI Functionality and Output Usage

amaiko.ai generates content automatically based on AI models. Such content constitutes non-binding suggestions, summaries, or analyses. The Customer acknowledges that amaiko.ai is based on AI models whose outputs are probability-based and may potentially be incomplete, erroneous, or not up to date. amaiko.ai provides its services as a supporting system on a best-effort basis in accordance with the current state of technology, without assuming a guarantee for specific results.

The Customer remains solely responsible for:

  • Reviewing the AI results for accuracy, suitability, and lawfulness
  • All decisions made on the basis of AI outputs.

amaiko.ai does not replace any human decision-making or professional authority and does not provide legal, tax, medical, or other professional advice. The decision as to whether generated output may be lawfully used rests solely with the Customer. The Customer is obligated to appropriately review AI-generated content before further use or implementation, in particular with regard to its legal permissibility. Reference is made to Section 11.5.

2.5 Availability and Support

The Provider strives for an average monthly availability of 99.5%. Availability refers exclusively to the amaiko.ai platform and excludes outages of third-party providers, in particular Microsoft 365 and Microsoft Azure services. Temporary restrictions may arise from scheduled maintenance, updates, or causes beyond the Provider’s control (e.g., disruptions at Microsoft or internet outages). The Provider will announce scheduled maintenance in advance where possible and carry it out during low-usage periods. Depending on the selected usage model/tier (see Section 3), the Provider offers various support services (e.g., support via a ticketing system, provision of a Customer Success Manager, regular consultations, etc.). Support services, response times, and escalation levels are determined by the booked tier and may be governed in a separate SLA overview.

2.6 Updates, Product Changes, Deprecation, and Discontinuation

amaiko.ai is a dynamically evolving Software-as-a-Service product. The Provider is entitled to continuously develop, modify, expand, or adapt the platform as well as individual functions, modules, integrations, or interfaces (“Functions”), provided this is done for objective reasons, is reasonable for the Customer, and the contractually agreed purpose of the services is essentially maintained.

2.6.1 Objective Reasons for Changes

Objective reasons within the meaning of this Section exist in particular where

a) technical developments, architectural changes, or optimizations of the platform are required,

b) security requirements, stability, performance, or data protection considerations necessitate an adaptation,

c) legal, regulatory, or governmental requirements mandate a change,

d) dependencies on third-party providers, in particular Microsoft 365 services or external AI models, cease to exist, are restricted, or change materially,

e) the operation or further development of a Function is no longer economically feasible with reasonable effort, or

f) a Function is replaced by a new, functionally equivalent or superior solution.

A Deprecation or Discontinuation may only take place for the aforementioned objective reasons.

2.6.2 Updates and Functional Changes

The Provider is entitled to provide updates, bug fixes, performance improvements, and new functions. These may be deployed automatically. The Customer has no entitlement to the introduction or retention of specific functions, provided the contractually agreed overall character of the service is maintained.

Material functional changes that may lead to a more than insignificant restriction of use will be announced by the Provider to the Customer in an appropriate manner, in particular via in-app notifications, a “What’s New” section, or by email.

2.6.3 Deprecation (Phase-Out of Functions)

A Deprecation exists where a Function remains usable but is no longer actively developed or is intended to be discontinued at a later date.

The Provider will communicate a Deprecation with reasonable advance notice, generally at least 30 calendar days before the planned date of discontinuation. The notification may be made via appropriate communication channels.

During the Deprecation phase, the Provider is entitled to

  • restrict the scope of the affected Function,
  • reduce or discontinue support for this Function,
  • provide a technically or functionally equivalent replacement Function.

The Customer has no entitlement to the unchanged continuation of the deprecated Function.

2.6.4 Discontinuation (Discontinuation of Functions)

The Provider is entitled to permanently discontinue Functions (Discontinuation), provided

a) an equivalent or functionally comparable alternative is provided, or

b) the discontinued Function is not material to the use of amaiko.ai overall, or

c) the discontinuation is required for legal, security-related, technical, or economic reasons.

The Discontinuation will generally be announced to the Customer at least 30 calendar days before it takes effect, unless compelling reasons prevent this.

2.6.5 Material Impairment and Special Right of Termination

If the Discontinuation of a Function leads to a more than insignificant impairment of the contractual use of amaiko.ai and no reasonable alternative solution is available, the Customer is entitled to terminate the contract extraordinarily within 14 days after the change takes effect.

No entitlement to further compensation, damages, or price reduction exists in this case, to the extent permitted by law.

2.6.6 No Entitlement to Feature Preservation

The Customer acknowledges that there is no entitlement to the permanent retention of individual functions, integrations, technical implementations, or external interfaces, provided the contractually agreed overall character and purpose of use of amaiko.ai is maintained.

2.7 Third-Party Providers and Dependencies

amaiko.ai is technically dependent on services of third parties, in particular Microsoft 365 services and AI models. The Provider assumes no liability for the availability, changes, or restrictions of these third-party services.

The Customer acknowledges that the functionality of amaiko.ai depends on the availability, configuration, and technical conditions of the Microsoft 365 services used as well as other connected third-party providers, in particular external AI models.

Changes to the Customer’s Microsoft 365 environment or to third-party services (e.g., through updates, policy changes, restrictions, or discontinuation of interfaces) may affect the functionality of amaiko.ai without this constituting a defect/error in the Provider’s services.

The Provider will support the Customer to a reasonable extent in making adjustments, provided this is technically possible and contractually owed.

3. Conclusion of Contract, Trial Phase

3.1 Offer and Order

The presentation of amaiko.ai, in particular on the Provider’s website (https://amaiko.ai) or other distribution platforms (e.g., Microsoft Store), does not constitute a binding contractual offer but an invitation to place an order. The contract is concluded when the Customer accepts an offer from the Provider for the provision of services. This may occur, for example, by signing an individual contract offer, by completing and submitting an online order form on the website, or by written order (including email). The contract comes into effect — subject to individual agreements — upon receipt of the order confirmation by the Provider or upon activation of access to the software by the Provider.

3.2 Paid Usage Models

amaiko.ai is offered in different pricing models that differ in scope of features and service level. The current package contents and prices are described on the Provider’s website or in the individual contract offer. The scope of services owed by the Provider as well as any setup services (e.g., initial analysis of knowledge sources, customer-specific configuration, and integration into existing systems) are defined in the respective contract document or binding offer of the Provider.

3.3 Free Trial

The Provider may allow the Customer to test amaiko.ai free of charge for a limited period (e.g., as part of a pilot project or trial deployment). The duration and scope of such a trial phase are individually agreed upon or determined by the Provider (e.g., 30 days with a limited number of users). These GTC also apply during the trial phase. Certain features or services (e.g., scope of support) may be limited during the trial phase. Either party may terminate the trial period early at any time. At the end of the trial phase, the Customer’s access to the software automatically expires unless the Customer transitions to a paid usage model. The Provider assumes only limited liability during the free trial phase (see Section 11.4).

4. Rights of Use to the Software

4.1 Grant of Usage Rights

The Provider grants the Customer, for the duration of the contract, the non-exclusive, non-transferable, and non-sublicensable right to use the software amaiko.ai in the agreed manner for the purpose of their own business operations. Use is limited to the number of authorized user accounts (user licenses) specified in the order or contract and the intended purpose. A user account is personalized and may only be used by the designated employee of the Customer. The use of a user account by multiple persons is not permitted unless expressly agreed otherwise.

4.2 Restrictions

Neither the Customer nor individual users may use the software or parts thereof outside the contractually intended purpose. In particular, the Customer is prohibited from making amaiko.ai available to third parties outside their own organization, copying, renting, selling, or otherwise making the software accessible. Reverse engineering, decompilation, or other attempts to unlawfully obtain the source code, underlying AI models, or trade secrets of the Provider are prohibited, except to the extent mandatorily permitted by law under § 69e UrhG. Circumventing security mechanisms or access restrictions of the software is also prohibited.

4.3 Rights to the Software

All rights to the software, technology, and content of amaiko.ai, in particular copyrights, database rights, trademarks, and trade secrets, belong exclusively to the Provider or its licensors. No ownership rights to the software are transferred to the Customer. The Customer receives only the usage rights expressly stated in this contract. To the extent the Provider makes code snippets, scripts, or similar tools available to the Customer in the course of support or integration, all rights therein remain with the Provider; the Customer receives a right of use solely for incorporation or use in connection with amaiko.ai.

4.4 Open Source and Third-Party Software

To the extent the Provider uses open-source software or third-party software within amaiko.ai, the Provider will comply with the applicable license terms. This does not create any additional obligations for the Customer unless such obligations are provided for in the license terms of the open-source components. The Provider will, upon request, make available a list of open-source components used and their license terms, to the extent relevant for contractual use.

5. Customer Obligations and Cooperation

The Customer is obligated to organize the use of amaiko.ai within its own area of responsibility so that contractual and secure operation of the service is possible. In particular, the Customer agrees to the following:

  • Creating Prerequisites: The Customer must have suitable IT infrastructure. In particular, an active Microsoft 365 tenant with Microsoft Teams is required for amaiko.ai to be integrated. The Customer will provide the Provider or the software with the necessary interfaces and access rights within the Microsoft 365 environment (e.g., installation of the Teams app and granting the necessary permissions within the Microsoft 365 permissions model). The Customer ensures that the integration does not infringe any third-party rights and that the Customer holds the necessary licenses from Microsoft. Changes to the Microsoft environment (e.g., updates by Microsoft) may affect the functionality of amaiko.ai; the Customer will cooperate to a reasonable extent in making adjustments (e.g., re-granting permissions if required by Microsoft changes).
  • User Management: The Customer designates one or more administrators during the setup of amaiko.ai who manage permissions on behalf of the Customer and serve as points of contact. The Customer is responsible for keeping user accounts up to date (e.g., notifying the Provider of departing employees or deactivating accounts). User credentials must be kept confidential by the Customer and users and protected against unauthorized access. If the Customer discovers or suspects that unauthorized persons have obtained knowledge of credentials or are using the service without authorization, the Provider must be notified immediately. The Customer is liable for misuse for which it is responsible (e.g., negligent sharing of credentials).
  • Lawful Use & Content: The Customer is responsible for ensuring that all content entered, uploaded, or processed by its users in amaiko.ai may be lawfully used. In particular, the Customer may not provide or have the AI process content that violates applicable law, infringes third-party rights (e.g., copyrights, trade secrets, personal rights), or contains criminal, discriminatory, defamatory, immoral, or confidentiality-breaching content. The Customer confirms that it has the necessary consents or permissions if, for example, personal data of third parties is introduced. If the Customer becomes aware of any unlawful use of amaiko.ai (whether by its own users or third parties), it will immediately inform the Provider.
  • Cooperation in Implementation: The Customer cooperates to a reasonable extent in required setup and integration activities. This includes, for example, providing relevant information about existing knowledge sources, processes, and systems to the extent necessary for setting up amaiko.ai. For extended integrations (e.g., connection of CRM/ERP systems in the Ultra package), the Customer provides interfaces, test access, or developer resources as individually agreed. If the Customer recognizes that a cooperation action requested by the Provider is necessary for the success of the project, the Customer will comply to the extent reasonably possible.
  • Updates and System Requirements: The Customer will follow any guidance from the Provider regarding necessary system requirements and updates. In particular, the Customer may need to use specific versions of Microsoft Teams or other Microsoft 365 components to ensure compatibility with amaiko.ai.
  • Incident Reporting: The Customer will promptly report any disruptions or errors in the software to the Provider with meaningful information to enable the fastest possible error analysis and resolution. To a reasonable extent, the Customer will support the Provider in troubleshooting (e.g., by providing log files or error messages).
  • Payment of Fees: The Customer agrees to pay the agreed fees for the use of amaiko.ai in a timely manner (see Section 6.3). If the Customer defaults on payment, statutory provisions apply; additionally, the Provider is entitled, after prior notice and a reasonable grace period, to temporarily suspend the Customer’s access to the software until the arrears are settled.

If the Customer breaches the foregoing obligations and the Provider incurs damage or expense as a result, the Customer shall compensate the Provider (e.g., costs of necessary legal defense due to legal violations attributable to the Customer). In the event of serious or persistent breaches, the Provider is entitled, after prior warning, to terminate the contract for cause without notice (see Section 7.3). Further claims of the Provider remain unaffected.

6. Prices and Payment Terms

6.1 Prices

The use of amaiko.ai is subject to a fee unless a free trial phase or special agreement has been expressly agreed upon. Billing is per Seat and billing period (Section 6.2). Changes to the number of Seats take effect on a pro-rata basis at the next billing date.

A Seat refers to a named user access. Each Seat is personal and may not be used simultaneously by multiple persons.

The current pricing models (in particular annual prices per user license for the Core and Plus packages and project-specific prices for the Ultra package) are published on the Provider’s website or set out in the individual contract offer. All prices are exclusive of statutory value-added tax unless otherwise stated. The Provider is entitled to adjust prices if the scope of services booked by the Customer changes (e.g., addition of further user licenses) or if extended contract periods are offered at different terms. The Provider will notify the Customer of price changes for renewal periods in good time before the renewal date (see Section 12 on amendments to the GTC). Other price changes are governed by Section 6.6.

6.2 Billing Period

The Customer may choose between monthly and annual payment. Unless otherwise agreed, billing is annual in advance per booked user license and other agreed services. The first billing period begins upon provision/activation of access for the Customer. If additional user licenses are added during a current contract period, they will be charged on a pro-rata basis until the end of the current period. To the extent the Ultra package or other additional services provide for individual prices or one-time costs (e.g., for implementation or setup services), these will be charged as agreed (e.g., on a time-and-materials or flat-fee basis).

6.3 Payment Terms

Invoices of the Provider are due for payment immediately upon receipt by the Customer, unless otherwise stated in the offer or invoice.

The Customer shall be in default without further reminder if the invoice amount is not paid in full within 14 calendar days of receipt of the invoice.

In the event of default, the Provider is entitled to charge default interest at the statutory rate pursuant to § 288 Abs. 2 BGB. Further claims for damages due to default remain reserved.

The Provider is further entitled, in the event of the Customer’s payment default, to temporarily suspend the service after prior notice until the outstanding amounts are fully settled, provided the Customer fails to pay despite a reasonable grace period.

6.4 Set-Off and Retention

The Customer may only set off against claims of the Provider with undisputed or legally established counterclaims.

The Customer may only exercise a right of retention based on counterclaims arising from the same contractual relationship.

6.5 Special Terms

If the Provider grants the Customer discounts or special terms (e.g., for non-profit organizations, educational institutions, or as part of promotions), these apply only for the expressly stated period or scope of the contract. After expiry or change, regular prices automatically apply again unless an extension of the special terms has been expressly agreed.

6.6 Price Changes

6.6.1 Price Commitment During the Contract Term

The agreed prices are fixed for the respective minimum contract term, unless otherwise provided in these GTC or in the individual contract.

6.6.2 Price Changes at Renewal

The Provider is entitled to adjust the prices for amaiko.ai with effect from the beginning of a new contract period, provided there are objective reasons for doing so.

Objective reasons exist in particular where

a) the costs for the operation, maintenance, or further development of the platform increase (e.g., infrastructure, hosting, license, or personnel costs),

b) legal, regulatory, or tax conditions change,

c) market-standard prices for comparable SaaS services change materially, or

d) the scope of services, the structure of the pricing models, or the billing logic is further developed.

6.6.3 Notice and Transparency

The Provider will announce price changes to the Customer at least 6 weeks before the start of the new contract period in text form (e.g., by email). The notification shall include the new prices and the date on which they take effect.

6.6.4 Special Right of Termination for Price Increases

If the Provider increases prices, the Customer is entitled to terminate the contract by ordinary termination no later than 2 weeks before the start of the new contract period. If the Customer does not exercise this right, the new prices are deemed accepted.

6.6.5 Exceptions

Price changes resulting from

  • changes in the number of booked Seats,
  • booking of additional services or modules,
  • change of the pricing model at the Customer’s request

do not constitute price changes within the meaning of this Section but rather service changes and will be billed in accordance with the respectively agreed terms.

6.6.6 Discount and Volume Models

To the extent the Provider grants discounts (e.g., term advantages for annual billing or volume-based tiered discounts), their amount and applicability are determined by the respectively agreed pricing structure and the actual number of booked users (Seats) in the respective billing period.

Discounts are not to be understood as permanently guaranteed price components but apply for the respective agreed billing period and the underlying number of users.

If the number of booked users or the selected billing model changes (e.g., switch from annual to monthly subscription or vice versa), the respectively applicable discount tier will be reapplied.

In the event of a price change pursuant to Section 6.6, existing discount mechanisms as such remain in place unless otherwise communicated; however, the Provider is entitled to adjust discount tiers and thresholds with effect for future contract periods.

7. Contract Duration and Termination

7.1 Contract Duration

The contract for the use of amaiko.ai is concluded — unless expressly agreed otherwise — as a paid subscription.

The Customer may choose between the following subscription models:

a) Monthly Subscription

The monthly subscription has a term of one month and automatically renews for an additional month unless terminated by either party with 14 calendar days’ notice before the end of the respective billing month.

b) Annual Subscription

The annual subscription has a minimum term of twelve months and automatically renews for an additional twelve months unless terminated by either party with 3 months’ notice before the end of the respective contract term.

The respective contract term and the selected subscription model are set out in the offer, order confirmation, or registration confirmation.

A paid subscription begins at the earliest on the expressly agreed start date and not already at the beginning or end of any free trial phase.

7.2 Trial Phase

A free trial access (see Section 3.3) automatically ends at the expiry of the agreed trial period without the need for termination. The Provider is also entitled to revoke or suspend a free trial access at any time for cause. A transition from trial access to a paid subscription may be agreed upon by mutual consent; in this case, the contract term of the paid model begins with the provision of the full scope of services after the end of the trial phase.

7.3 Termination for Cause

The right to extraordinary termination for cause remains unaffected for both parties. Cause for the Provider exists in particular if the Customer fails to make due payments despite a reminder and a grace period, significantly or repeatedly breaches material provisions of these GTC (in particular the usage and cooperation obligations under Sections 4 and 5), or if insolvency proceedings have been filed against the Customer’s assets. Cause for the Customer exists in particular if the Provider, despite written warning and a reasonable grace period, persistently breaches material contractual obligations and the expected use of the service is thereby materially impaired. In cases of extraordinary termination by the Customer, a claim for pro-rata refund of prepaid fees may exist if the grounds for termination are attributable to the Provider.

7.4 Form of Termination

Any termination must, unless otherwise provided in these GTC or by law, be in writing. Text form (§ 126b BGB, e.g., termination by email) is sufficient unless a stricter form has been agreed in individual cases. The Provider may request suitable verification for termination by email (e.g., submission by a known administrator or authorized representative of the Customer).

7.5 Consequences of Contract Termination

Upon termination of the contract, the Provider will suspend the Customer’s access to amaiko.ai. Customer data (including content stored in the AI knowledge store) will be deleted or rendered inaccessible by the Provider within 30 days after the end of the contract, unless the Customer has previously requested in writing the return of specific data in a common format and this is technically reasonable. Statutory retention obligations or rights of the Provider (e.g., for billing data) remain unaffected; in such cases, the relevant data will be blocked rather than deleted. The Customer should ensure before the end of the contract that information processed in amaiko.ai that is still needed is stored elsewhere (in particular, original documents typically remain in the source systems, e.g., SharePoint/Teams — the Provider is not responsible for backing up original data outside its own AI memory).

8. Rights to Customer Data and Confidentiality

8.1 Rights to Customer Data

All data, content, and documents that the Customer or its users enter, upload, or generate in amaiko.ai (hereinafter “Customer Data”) remain under the Customer’s control. The Provider does not acquire any exploitation rights to Customer Data, apart from the usage right granted below for the performance of the contract. The Customer grants the Provider and its subprocessors the right to process Customer Data solely for the purpose of providing the contractually owed services, including storage, display, analysis (by the AI), backup, and — where provided for by the functionality — forwarding within the company’s AI memory or to connected AI models. Processing of Customer Data for other purposes (in particular for the Provider’s own purposes, profiling, advertising, or improvement of AI models outside the Customer’s sphere) does not take place unless the Customer has expressly consented thereto. In particular, Customer Data is not disclosed to third parties unless this is necessary for contract performance (see Section 9 on data processing) or required by law.

The Provider uses Customer Data, including all content entered by users, queries, prompts, documents, or other inputs, exclusively for the provision of the contractually owed services for the respective Customer.

Customer Data, user inputs, or prompts are not used for training, improving, or further developing general or cross-customer AI models. This applies both to the Provider’s own AI models and to external AI services or models integrated within the framework of amaiko.ai.

A deviating use takes place only if the Customer has given prior express and separate consent.

8.2 Confidentiality by the Provider

The Provider undertakes to keep confidential all trade and business secrets of the Customer as well as all other confidential information that becomes known to it in connection with the provision of amaiko.ai. Customer Data is always treated as confidential. The Provider will use the Customer’s confidential information exclusively for the performance of its contractual obligations and will not disclose it to unauthorized third parties. This confidentiality obligation also applies beyond the end of the contractual relationship. The Provider ensures that its employees, agents, and any subcontractors involved are subject to equivalent confidentiality obligations. It does not constitute a breach of confidentiality if the Provider transmits data or information of the Customer to external AI service providers or hosting partners to the extent necessary for contract performance and in anonymized or aggregated form that does not allow any conclusions to be drawn about the Customer or individual persons.

8.3 Confidentiality by the Customer

The Customer shall also keep confidential all confidential information about the Provider and its products that becomes known to it in the course of the contract. This includes in particular non-publicly known technical, commercial, and financial information about amaiko.ai or the Provider. The Customer shall also bind its employees and engaged third parties accordingly.

8.4 Exceptions

The confidentiality obligations do not apply to information that is or becomes publicly known without breach of these GTC, that was demonstrably already known to the receiving party before disclosure by the other party, that was independently developed without recourse to the other party’s confidential information, or that must be disclosed due to statutory obligations or governmental orders. In the latter case, the party obligated to disclose will — to the extent permitted — immediately inform the other party of the requirement and limit the disclosure to the necessary minimum.

9. Data Protection and Data Processing

9.1 Roles of the Parties

When using amaiko.ai, personal data may also be processed, such as data of the Customer’s employees (user profiles, communication content) or, where applicable, data of third parties contained in company documents. In terms of data protection law, the Customer remains the controller (within the meaning of Art. 4(7) GDPR) for all personal Customer Data. The Provider processes this data as a processor (Art. 4(8) GDPR) exclusively on behalf of and according to the instructions of the Customer for the purpose of service provision.

9.2 Data Processing Agreement (DPA)

The Provider will fulfill all obligations of a processor under Art. 28 GDPR. In particular, the Provider ensures that personal data is processed only in accordance with the Customer’s documented instructions (these GTC and the underlying contract constitute the instructions in this regard) and that appropriate technical and organizational measures for the protection of data have been implemented. The Provider will conclude a written Data Processing Agreement with the Customer that governs the details of GDPR-compliant processing. This DPA includes, among other things, the subject matter and duration of processing, the types of personal data, the categories of data subjects, the obligations and rights of the Customer, and the security measures taken by the Provider. If the DPA was not attached at the time of contract signing, the Provider will make a copy available to the Customer upon request (or offer a template DPA on the website). The conclusion of such a DPA is a prerequisite for commencing productive use to the extent that the Customer has personal data processed by amaiko.ai.

9.3 Subprocessors

The Customer authorizes the Provider to engage subprocessors (subcontractors) to the extent necessary for the performance of the contractual services. The Provider will ensure that a contract compliant with Art. 28 GDPR is concluded with each subprocessor. Key subprocessors include in particular: the hosting service provider for the platform (e.g., Microsoft Azure or equivalent data center operators within the EU) and providers of the integrated AI models (e.g., Azure OpenAI Service). The Provider will make a current list of subprocessors available to the Customer upon request; this list is also appended to the DPA. The Provider will inform the Customer in an appropriate manner in advance if new subprocessors are to be engaged or a change is to be made. The Customer has the right to object to the engagement or replacement of a subprocessor for legitimate data protection reasons. In such a case, the Provider will attempt to offer a reasonable alternative. If this is not possible and the continuation of the contract is therefore unreasonable for the Customer, the Customer may terminate the contract with 2 weeks’ notice at the end of the month.

9.4 Location of Data Processing

The Provider processes personal Customer Data exclusively within the European Union (or the European Economic Area) unless expressly agreed otherwise with the Customer. In particular, all servers on which Customer Data is stored are operated in EU data centers. No transfer of personal data to third countries takes place without adequate safeguards within the meaning of Art. 44 et seq. GDPR. To the extent external AI services are involved, the Provider ensures that these services are either operated within the EU or otherwise used in a GDPR-compliant manner (e.g., by anonymizing requests or concluding EU Standard Contractual Clauses — SCC — if, exceptionally, a service based outside the EU is used).

9.5 Rights of Data Subjects and Assistance

The Customer remains responsible for fulfilling data subject rights (e.g., access, rectification, deletion) toward its own employees or third parties whose data is processed in the context of amaiko.ai. The Provider will support the Customer within its capabilities, for example by providing necessary information about processing or rectifying, blocking, or deleting specific data at the Customer’s instruction. Corresponding obligations will be set out in detail in the DPA. Requests from data subjects that are received by the Provider and clearly attributable to Customer Data will be forwarded to the Customer without delay.

9.6 Data Security

The Provider implements appropriate technical and organizational measures (TOMs) under Art. 32 GDPR to ensure the security and confidentiality of Customer Data. These include, among others, measures for access control, entry control, data access control, transfer control, input control, order control, availability control, and data segregation. All Customer Data is transmitted in encrypted form; stored data is encrypted or pseudonymized where possible. The Provider is guided by established security standards and best practices (e.g., standards such as ISO/IEC 27001 for information security and — where applicable — ISO/IEC 42001 for AI management processes). The Provider will report security incidents (data breaches) to the Customer without delay as soon as they become known and take necessary measures to limit damage.

9.7 Data Protection Information

Further information on data processing and data protection can be found in the Provider’s privacy policy on its website (concerning, e.g., the processing of the Customer’s contact data for contract administration, support, etc.). However, this privacy policy is not part of this contract and primarily covers cases in which the Provider is the controller (e.g., website usage, marketing). For the processing of Customer Data, these GTC and the concluded DPA primarily apply.

9.8 Data Deletion and Retention Periods

The Provider processes and stores Customer Data only for as long as necessary for the provision of the contractually owed services or as statutory retention obligations exist.

After termination of the contractual relationship, Customer Data will be deleted or anonymized within 30 days, unless the Customer has previously requested the return of data in a common format and no statutory retention obligations prevent this.

Log and metadata that serve exclusively to ensure technical operations, IT security, or error analysis may be stored for a limited period beyond the end of the contract, to the extent this is necessary and permissible under data protection law.

Statutory retention obligations, in particular for billing and accounting-related data, remain unaffected; in such cases, restriction of processing (blocking) takes the place of deletion.

10. Warranty and Defects Liability

10.1 Quality of Services

amaiko.ai is made available to the Customer as a cloud-based service via the internet under the Software-as-a-Service model. The Provider owes the provision of the software in the condition described in the service description (Section 2) and, where applicable, in the contract. The Customer acknowledges that amaiko.ai is a complex AI system. The Provider cannot guarantee completely error-free and uninterrupted availability of the software at all times. A defect does not exist in particular if an impairment of use is based on circumstances outside the Provider’s area of responsibility (e.g., problems with the Customer’s hardware or software, internet connection failure, disruptions in the Microsoft 365 and Microsoft Azure services or external AI models). Minor interruptions or restrictions customary for this type of service (e.g., short reboots, maintenance windows) also do not constitute a defect as long as they remain within reasonable limits.

10.2 Defect Claims

The Customer must notify the Provider of any defects in the software immediately upon discovery, providing a comprehensible description of the symptoms. The Provider will investigate justified defect reports. In the case of actual defects in the software that impair its suitability for contractual use more than insignificantly, the Customer is first entitled to supplementary performance. The Provider may, at its choice, remedy the defect (bug fix) or — if appropriate — provide a replacement in the form of an update or substitute service. The Customer supports the Provider in error analysis to a reasonable extent (see also Section 5: Incident Reporting). If supplementary performance fails twice or is unreasonable for the Provider, the Customer may reduce the remuneration accordingly. Only if the defect is material and is not remedied within a reasonable additional period set by the Customer may the Customer — as a last resort — terminate the contract for cause.

10.3 Exclusion of Warranty for Certain Services

For free services that the Provider voluntarily offers to the Customer in addition (e.g., trial access, beta features, demo features), the Provider assumes no warranty. These services are provided “as is” without the Customer having a right to error-free function or availability. The Provider will, however, take into account any problems that arise where possible, particularly if they could have repercussions on paid services.

10.4 Exclusion of Other Warranties

Otherwise, the statutory warranty provisions apply with the following proviso: strict liability of the Provider for damages for defects existing at the time of contract conclusion under § 536a Abs. 1 BGB is excluded, unless the defect was fraudulently concealed by the Provider or a guarantee for the condition was assumed. Guarantees in the legal sense are only given by the Provider if they are expressly and in writing designated as a “guarantee.” Product or service descriptions in advertising materials or on the Provider’s website are generally not guarantee commitments but descriptions of the possible scope of use.

11. Liability

11.1 Unlimited Liability

The Provider is liable without limitation — regardless of the legal basis — for damages arising from injury to life, body, or health caused by a breach of duty by the Provider or its legal representatives or agents. The Provider is also liable without limitation for damages caused intentionally or through gross negligence by the Provider or its legal representatives or agents. In the event of assumption of a guarantee or procurement risk, the Provider is liable without limitation within the scope of such guarantee/assumption. Liability under the German Product Liability Act also remains unaffected where applicable.

11.2 Limited Liability for Simple Negligence

For property damage or financial losses caused by simple negligence, the Provider is liable — subject to Section 11.1 — only in the event of breach of a material contractual obligation (cardinal obligation). Material contractual obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely. In these cases, the Provider’s liability is limited in amount to the typically foreseeable damage. Liability is further limited in amount to the remuneration paid by the Customer in the twelve (12) months preceding the event giving rise to the damage. If the contractual relationship has existed for less than twelve months, the remuneration paid during the contract period to date shall be decisive. Indirect damage or consequential damage that was not foreseeable is not compensated. Typically foreseeable damage is generally damage up to the amount of the annual fee paid by the Customer per damage event; this serves as a guideline but does not preclude a different assessment in individual cases.

11.3 Exclusion of Liability

To the extent neither Section 11.1 nor 11.2 applies, the Provider’s liability for simple negligence is excluded. In particular, the Provider assumes (subject to Section 11.1) no liability for data losses of the Customer to the extent the damage is attributable to the Customer’s failure to create customary data backups to ensure that lost data can be reconstructed with reasonable effort. The Provider is likewise not liable for lost profits, unrealized savings, indirect damages, or consequential damages, unless these were to be regarded as typically foreseeable. The Provider is not liable for possible violations of competition law, copyright law, trademark law, data protection law, or other legal violations arising from content generated and/or edited by the Customer or its employees.

11.4 Special Liability Provision for Free Services

If the Customer uses amaiko.ai free of charge (e.g., as part of a trial phase under Section 3.3 or when using free beta features), the Provider is liable for resulting damages only in accordance with Section 11.1 (unlimited liability for intent, gross negligence, personal injury, etc.). Further liability of the Provider is excluded in this free-of-charge context — except in the case of fraud.

11.5 Liability for Content and AI Results

The Provider expressly notes that amaiko.ai, as an AI assistance system, cannot guarantee the accuracy, completeness, or timeliness of the answers or results provided. The information, suggestions, or analyses provided by the AI Buddy are based on available data and the AI’s algorithms but may in individual cases be incorrect or misleading. The Customer remains responsible for checking the plausibility of AI outputs and independently evaluating them before important decisions or further use. The Provider is not liable for damages arising from the Customer or its users relying uncritically on AI outputs or taking actions solely based on AI results. The AI system serves to support and assist but does not replace human judgment — particularly in critical business processes, a qualified person should always make the final decisions. To the extent the Provider makes third-party content or external information available to the Customer via the AI (e.g., web research results), the Provider assumes no liability for the lawfulness, accuracy, or quality of such third-party content. The Customer is responsible for not using generated content that violates third-party rights (e.g., copyright and trademark rights).

11.6 Force Majeure

The Provider is not liable for impossibility of service provision or for delays caused by force majeure or other events unforeseeable at the time of contract conclusion (e.g., natural disasters, pandemics, labor disputes, governmental measures, power supply failures, external hacker attacks despite adequate protective measures, telecommunications network failures, server failures at subcontractors) that are not attributable to the Provider. In such cases, the Provider will inform the Customer without delay. If the event is temporary, service deadlines are extended accordingly. If such a disruption lasts longer than eight (8) weeks, both parties are entitled to terminate the contract for cause. The Provider will refund to the Customer on a pro-rata basis any fees already paid for the period after the occurrence of the disruption in the event of termination.

12. Amendment of Contract Terms

12.1 Right to Amend

The Provider reserves the right to amend or supplement these GTC and the scope of services of amaiko.ai with effect for the future, provided there is a legitimate interest in doing so. Such a legitimate interest exists in particular in the case of adaptations to legal or regulatory changes, to add additional services or features that require an adjustment of the contract terms, to close regulatory gaps, or to adapt to changed circumstances (e.g., further development of the software, changes in market conditions) and provided the changes are reasonable for the Customer. Changes are unreasonable in particular if the contractual balance between the parties would be significantly shifted.

12.2 Amendment Procedure

The Provider will announce changes to the GTC or the scope of services to the Customer at least 6 weeks before the planned effective date in text form (e.g., by email). The Customer has the right to object to the announced changes no later than 2 weeks before the planned effective date. If the Customer does not object in writing (text form is sufficient) within the deadline, the changes are deemed accepted. The Provider will specifically draw the Customer’s attention to this consequence in the amendment notice. If the Customer objects in a timely manner, both parties reserve the right to terminate the contractual relationship effective as of the date the changes take effect. In the amendment notice, the Provider will, where applicable, inform whether a special right of termination will be exercised in the event of an objection or whether the contract will alternatively continue under the existing terms.

12.3 Informal Amendments

The Provider may correct changes to its contact information (e.g., new address, new telephone number) or obvious typographical and printing errors in the GTC at any time without a special amendment procedure, provided the Customer’s rights are not affected thereby. Such immaterial changes do not require the Customer’s consent and become effective as soon as they are published in an appropriate manner (e.g., update of information in the legal notice or on the Provider’s website).

13. Final Provisions

13.1 Assignment Prohibition

The Customer may only transfer or assign rights or obligations under this contract to third parties with the prior written consent of the Provider. § 354a HGB remains unaffected for monetary claims. The Provider is entitled, with 4 weeks’ notice, to transfer the contract to a legal successor or affiliated company, provided that the Customer’s legitimate interests are not impaired thereby and the legal successor assumes the existing contractual obligations. In the event of such a contract transfer, the Customer has the right to terminate the contract effective as of the transfer date if continuation with the new contracting party is unreasonable.

13.2 No Side Agreements

This contract, including its annexes (e.g., Data Processing Agreement, service description), constitutes the entire agreement of the parties. No oral side agreements exist. Amendments and supplements to this contract (including this written form clause) require written form unless a stricter form is required by law. For written form, transmission by fax is sufficient; for text form, transmission by email is sufficient. Individual contractual agreements (including subsequent supplements or amendments) take precedence over these GTC in case of doubt; in the event of a dispute, a written contract or at least a written confirmation is decisive regarding their content.

13.3 Severability Clause

Should individual provisions of this contract, including these GTC, be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid/unenforceable provision, such legally valid provision shall be deemed agreed as most closely approximates the economic purpose of the invalid provision. The same applies in the event of a contractual gap.

13.4 Choice of Law

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and international private law. For consumers (who, however, are not intended to be contracting parties here, see Section 1), mandatory consumer protection provisions of the country of residence would remain unaffected.

13.5 Jurisdiction

If the Customer is a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of the Provider (competent court: Amtsgericht Viechtach or the court with local and subject-matter jurisdiction for Viechtach). The Provider remains entitled, however, to assert claims at the Customer’s general place of jurisdiction.

13.6 Consumer Dispute Resolution

The Provider does not participate in dispute resolution proceedings before a consumer arbitration board. The European Commission provides an online dispute resolution platform at https://ec.europa.eu/consumers/odr.