Terms and Conditions

of Virtuonary UG (limited liability)
Flughafenstraße 59
70629 Stuttgart
Germany

hereinafter referred to as “Provider”

As of: July 2025

Scope of application:

These General Terms and Conditions apply to all business relationships between the Provider and entrepreneurs (§ 14 BGB) as licensees. End consumers (§ 13 BGB) are excluded.

§1 Subject matter of the contract

The provider offers the use of the “Virtuonary” software (hereinafter referred to as “software”) in companies (hereinafter referred to as licensees) via the Internet as well as the provision of storage space.

§2 Services provided by the provider; software and storage space

(1) The provider grants the licensee the right to use the current version of the software for the agreed number of authorized users via the Internet by means of access through a browser.

(2) The provider guarantees the functionality and availability of the software for the duration of the contractual relationship and will maintain it in a condition suitable for contractual use.

(3) The licensee may increase or reduce the number of authorized users of the software as required in accordance with the conditions specified. After conclusion of the contract, the provider shall immediately send the licensee access data for the corresponding number of authorized users in electronic form.

(4) After conclusion of the contract, the provider shall provide the licensee with information on use via publicly accessible information and assistance on the object. The user documentation is also available for viewing at any time during use of the software.

(5) The provider may, without being obliged to do so, update or further develop the software at any time and, in particular, adapt it due to changes in the legal situation, technical developments, or to improve IT security. In doing so, the provider shall take the legitimate interests of the licensee into account and inform the licensee in good time of any necessary updates.

(6) The provider is not obliged to adapt the software to the individual needs or IT environment of the licensee.

(7) The provider shall regularly optimize, further develop, and maintain the software. It shall inform the licensee in good time of any restrictions associated with this. Deployment shall be carried out regularly, as far as possible and involving all licensees, outside the licensee’s normal business hours, unless compelling reasons require deployment at another time.

(8) The provider shall provide the licensee with storage space in accordance with their chosen subscription model, as well as a quota of input and output tokens for AI services. Additional consumption shall be regulated accordingly in the subscription.

(9) The provider shall take state-of-the-art measures to protect the data. However, the provider shall have no duty of safekeeping or custody with regard to the data. The licensee is responsible for ensuring that the data is adequately secured.

§3 Scope of Use and Rights

(1) The software will not be physically transferred to the licensee.

(2) The licensee shall receive simple, i.e. non-sublicensable and non-transferable, rights to use the current version of the software for the contractually agreed number of users for the duration of the contract, which rights are limited to access to the software via a browser in accordance with the contractual provisions.

(3) The licensee may only use the software within the scope of its own business activities by its own personnel. Any further use of the software by the licensee is not permitted.

§4 Support

The provider shall set up a support service for inquiries from the licensee regarding the functions of the software. Inquiries can be made via the support hotline specified on the provider’s website during the hours specified there or by email. Inquiries will generally be processed in the order in which they are received.

§5 Service Levels; Troubleshooting

(1) The web application server shall be accessible at least 98.5% of the time in a month and the services shall be available accordingly, starting from the transfer point. The transfer point is the router output of the data centers from which the services are provided.

(2) Availability is defined as the licensee’s ability to use all main functions of the software. Maintenance times and times of malfunction in compliance with the repair time are considered times of availability of the software. Times of insignificant malfunctions are not taken into account when calculating availability. The provider’s measuring instruments in the data center are decisive for proving availability.

(3) The licensee must report malfunctions to the provider immediately. Malfunction reporting and rectification is guaranteed Monday to Friday (except national holidays) between 9:00 a.m. and 6:00 p.m. (service hours).

(4) Significant malfunctions (malfunctions affecting the main or secondary functions of the software) shall be rectified within 12 hours during service hours (rectification time) at the latest. In the case of malfunctions that are beyond the direct control of the provider (third-party systems, etc.), the provider is only obliged to actively endeavor to rectify the malfunction and to document this process. The provider shall not be liable for any further responsibility for the failure of third-party applications (e.g., Microsoft Office Cloud Services).

(5) The rectification of minor malfunctions is at the discretion of the provider.

§6 Obligations of the Licensee

(1) The Licensee shall protect and store the access data provided to them in accordance with the state of the art against access by third parties. The Licensee shall ensure that use is only made within the scope agreed in the contract. Any unauthorized access must be reported to the Provider immediately.

(2) The licensee is obliged not to store any data on the storage space provided whose use violates applicable law, official orders, third-party rights, or agreements with third parties. Statutory claims for damages remain unaffected.

(3) The licensee shall check the data for viruses or other harmful components before storing or using it in the software and shall use state-of-the-art measures (e.g., virus protection programs) for this purpose.

§7 Warranty

(1) With regard to the granting of use of the software and the provision of storage space, the warranty provisions of tenancy law (§§ 535 ff. BGB) apply.

(2) The licensee must notify the provider of any defects without delay.

(3) The warranty for only insignificant reductions in the suitability of the service is excluded. Strict liability pursuant to § 536a (1) BGB for defects that already existed at the time of conclusion of the contract is excluded.

§8 Liability

(1) The provider shall be liable without limitation in cases of intent, gross negligence, and culpable injury to life, limb, or health.

(2) Notwithstanding the cases of unlimited liability pursuant to § 8 (1), the provider shall only be liable for slightly negligent breaches of duty in the event of a breach of essential contractual obligations, i.e. obligations whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the other party may regularly rely, However, this is limited to damage that was foreseeable at the time the contract was concluded and is typical for this type of contract.

(3) The above limitations of liability do not apply to liability under the Product Liability Act or within the scope of guarantees assumed in writing by one of the parties.

(4) Section 8 also applies in favor of employees, representatives, and organs of the parties.

§9 Legal defects; indemnification

(1) The provider guarantees that the software does not infringe any third-party rights. The provider shall indemnify the licensee upon first request against all third-party claims arising from infringements of property rights for which it is responsible in connection with the contractual use of the software and shall reimburse the costs of reasonable legal action. The licensee shall immediately inform the provider of any claims asserted against it by third parties based on the contractual use of the software and shall grant it all necessary powers of attorney and authorizations to defend against such claims.

(2) The licensee warrants that the content and data stored on the provider’s servers, as well as their use and provision by the provider, do not violate applicable law, official orders, third-party rights, or agreements with third parties. The licensee shall indemnify the provider against claims asserted by third parties due to a violation of this clause upon first request.

§10 Terms of payment and remuneration

(1) The provider offers monthly and annual subscriptions for the software, the latter with monthly and annual payment options.

(2) All prices are quoted in euros (EUR) plus statutory value added tax.

(3) Payments must be made no later than 5 working days after the start of the respective period of use (month, year).
For annual subscriptions with monthly payment options, the rules for monthly payment options apply, broken down over the 12 months of use in a year.

(4) Interest on arrears of 9 percentage points above the base rate (§ 288 BGB) will be charged.

§11 Contract term and termination

(1) The licensee may terminate the subscription at any time without observing a separate notice period at the end of the respective remaining term.
Terminations can be made from within the respective subscription or alternatively in writing or by email to office@virtuonary.com and shall take effect at the end of the respective month or year of the billed usage period.

(2) Each subscription begins on the date of conclusion and runs for the selected duration (monthly or annually). If the subscription is not terminated in due time, it shall be automatically extended for the original term.

(3) The right to terminate the contract without notice for good cause remains unaffected.

(4) The provider shall, at its own expense, provide the licensee with appropriate support in transferring or backing up the data after termination of the contract.

(5) The provider shall irretrievably delete all of the licensee’s data remaining on its servers 90 days after termination of the contractual relationship. There shall be no right of retention or lien on the data in favor of the provider.

§12 Data protection; confidentiality

(1) The provider shall comply with the applicable data protection regulations applicable to it.

(2) If and to the extent that the provider has access to the licensee’s personal data in the course of providing services, it is obliged to conclude an agreement on commissioned data processing.
The agreement on commissioned data processing shall be offered by the provider upon conclusion of the contract. Data processing shall be governed by the provisions agreed therein.

(3) The provider undertakes to maintain confidentiality regarding all confidential information (including trade secrets) that it learns in connection with this contract and its implementation, and not to disclose, pass on, or use this information in any other way to third parties. Confidential information is information that is marked as confidential or whose confidentiality is apparent from the circumstances, regardless of whether it has been communicated in written, electronic, physical, or oral form. The confidentiality obligation does not apply if the provider is required by law or by a valid or final decision of an authority or court to disclose the confidential information.
The provider undertakes to agree on a provision with all employees and subcontractors that is identical in content to the above paragraph.

§13 Offsetting & Right of Retention

The licensee shall only be entitled to offset or retain payment if their counterclaims are undisputed or have been legally established and arise from the same contractual relationship.

§14 Final provisions

(1) Should individual provisions of this agreement be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

(2) German law shall apply, excluding the provisions of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).

(3) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Passau, insofar as the agreement of a place of jurisdiction is permissible.