§ Allgemeine Geschäftsbedingungen

Terms and Conditions

The following General Terms and Conditions apply to all deliveries of our products and applications, services, as well as IT maintenance or services, and all business transactions of datAInsights GmbH, unless otherwise agreed in writing.

1. General

These Terms ("Terms") apply to all deliveries of our products and applications, services, as well as IT maintenance or services (hereinafter "Services") and all business transactions of datAInsights GmbH (hereinafter "datAInsights"), unless otherwise agreed in writing. By ordering or commissioning a service, the client (hereinafter "Customer") agrees to these Terms. These Terms constitute a material part of all future business relationships, deliveries and/or Services, even if they are not explicitly mentioned or referred to.

These Terms form an integral part of any offer or specific licensing, maintenance, or service contract separately agreed upon in writing between the Customer and datAInsights. The Terms, the offer or cost estimate, and the order/commission — including any referenced documents — together constitute the contract (hereinafter "Contract").

Where available, mutual rights and obligations arise from the following documents, in the following order of precedence: (a) a license, maintenance, or service contract or other individually concluded agreement, (b) the offer or cost estimate including all addenda, (c) a data processing agreement according to Art. 28 GDPR where applicable, (d) these Terms, (e) any other documents incorporated by reference but not included as addenda.

datAInsights reserves the right to amend or supplement these Terms at any time. The amended Terms do not apply to ongoing agreements unless both parties agree in writing (text form, including email, suffices). Any contract extensions are subject to the Terms in the version valid at the time of the extension. The version valid at the time of contract conclusion always applies.

Any general terms and conditions of a Customer shall not form part of a Contract unless expressly acknowledged by datAInsights in writing. Employees of datAInsights are not authorized to make agreements that deviate from these Terms; such deviating agreements must be confirmed in writing by datAInsights to be valid.

2. Definitions

The following definitions apply, unless clear deviation arises from the subsequent text:

Machine Learning (ML)

Software that can adjust its internal parameters based on data through training to perform specific tasks without explicit programming. ML often delivers results in the form of probabilities.

Artificial Intelligence (AI)

Software and programs implemented via ML.

Knowledge Graphs

A data structure that represents information in the form of entities and the relationships between these entities.

Enterprise AI

A combination of various artificial intelligence software.

AI-Services

Services to be provided by datAInsights, as described in section 4.

Target Metric

Defined value or parameter regarding a defined set of input values, corresponding to the project goal to be achieved.

Recognition probability
(AI output)

The calculated value of the AI Services based on the Target Metric — i.e. the result of the AI Services, which allows comparison with the Target Metric.

3. Orders and offers

All documents designated by datAInsights as "offers", "cost estimates" or similar are fundamentally subject to change and therefore non-binding, and are to be understood as an invitation for the Customer to make an offer. They do not represent an offer for the conclusion of a Contract.

Offers from datAInsights are made with non-binding delivery dates and delivery periods. Binding date arrangements must be recorded in writing or confirmed in writing by datAInsights.

Orders or purchases from the Customer only become binding towards datAInsights once confirmed in writing. Until this point, no Contracts of any kind come into effect.

Any amendments or adjustments to a Contract — including cancellations — are only possible by mutual agreement. Any resulting costs shall be borne by the Customer. Information describing performance characteristics in any documents is purely for informational purposes and is considered guaranteed only if stipulated in a separate contractual agreement.

4. Provision of AI Services

The subject of these Terms is the provision of AI Services and software, as well as consulting Services by datAInsights, as detailed in the offer. The scope of Services is determined by the offer or cost estimate, the written order confirmation by the Customer, or any other agreement made with the Customer.

The AI Services and the remuneration under section 8 do not cover continuous fine-tuning of algorithms, model training, adjustment of the training process, or revision of training instructions. If the Customer desires such services, they must be separately commissioned and will be billed separately at datAInsights' then-applicable hourly rate. The Customer does not have a claim to a specific or more accurate AI output as a result.

No personal data is used for the AI Services. Since there is no claim by any affected person to an explanation of the involved logic and decision-making process, the Customer is also not entitled to receive the technical specification including the logic of the AI Services.

The data pipeline (hardware and software) will not be transferred to the Customer; therefore neither the source code nor the developer documentation are subjects of the Contract. Open-source software and libraries may be used for the AI Services; no license fee will be charged by datAInsights for these. The Customer acknowledges that datAInsights is not liable for any defects in the Open Source Products. The Customer accepts the respective specific open-source license terms, which will be made available electronically or as a copy by datAInsights upon request.

5. Scope of use

For the duration of the project, the Customer is granted the non-exclusive and non-transferable right to use the AI Services by utilizing the training and production data generated from the Customer's data sources for training of the neural network and creation of the Knowledge Graph. The output resulting from this training process and use of the Knowledge Graph is generated to answer specific questions within the framework of the defined Target Metric. Access to and use of the AI output is provided through a standardized API, which is supplied by datAInsights.

6. Copyright & usage rights

datAInsights holds all rights — including all copyrights, intellectual property rights and exploitation rights — to the provided AI Services, including all algorithms, ML software, training and production data, training instructions, software components, and all further developments, evolutions, or iterations, as well as all copies thereof. datAInsights does not develop an AI solution (which is a specific workflow supported by AI) for the Customer; therefore, datAInsights only grants the Customer a non-exclusive right to use and access the AI Services.

Within the framework of granting these usage rights, datAInsights remains entitled — either on its own or through commissioned third parties — to evolve algorithms during the training process, modify or further develop the AI Services through training, and prepare them for new tasks. No prior consent from the Customer is required. Any resulting protectable works solely belong to datAInsights.

7. Data sovereignty

datAInsights is the holder of the ML software, Knowledge Graphs, input values, weights, training instructions, and insights from training — and has sole rights to all of these. Both the training and production data, as well as Knowledge Graph structures created by datAInsights, solely belong to datAInsights. It is explicitly stated that these only exist until they are activated within an artificial neuron; therefore, there is no permanent storage of training and production data at datAInsights.

datAInsights alone is authorized to manage and process this training and production data — especially to use them for training and evolution of AI Services, apply them for the weights within the neural network, derive new results and conclusions, and adjust the algorithms. The Customer has no right to access these training and production data or to obtain a copy thereof.

datAInsights is also the holder of any potential rights — including all copyrights, exploitation rights, and other intellectual property rights — related to training and production data, results, links, and all other information resulting from the processing of this data. The Customer has no claim to compensation or a settlement for the use of the data sources underlying the data. The AI output belongs solely to the Customer; however, upon request the Customer must grant datAInsights a non-exclusive, unlimited in time and content usage right to it.

8. Payment

The details regarding the fee components and the payment conditions are based on the specifications in the offer or a price list, as long as datAInsights refers to these.

Stability of value is explicitly agreed upon. The Consumer Price Index 2023 (base: 2023 = 100), announced monthly by Statistics Austria, serves as the measure for calculating value stability. The starting point for this value-assurance clause is the index number calculated for January 2023. Fluctuations up to 5% upwards or downwards are disregarded. This margin is recalculated each time the respective applicable range is exceeded. The first index number outside the respective applicable margin always forms the basis for calculating the new margin.

Online orders; Merchant of Record

Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

For orders placed through the online payment page, the purchase contract is concluded between the Customer and Paddle.com Market Ltd., Judd House, 18-29 Mora Street, London EC1V 8BT, United Kingdom ("Paddle"). Paddle collects the fee, remits value added tax and issues the invoice. The service itself is provided by datAInsights. Paddle's buyer terms, as amended from time to time, apply in addition to these Terms.

Subscriptions

A subscription concluded through the online payment page is entered into for the selected term (one month or one year) and renews for the same term unless it is cancelled before the end of the current term.

Changes to the fee are announced to the Customer by email at least 30 days before the start of the next term. The Customer may cancel the subscription up to the start of the next term, in which case the changed fee does not take effect.

Cancellation is possible at any time by email to datAInsights or through the customer portal linked in the invoice, and takes effect at the end of the term already paid for. Access remains in place until then.

Cancellation ends the subscription, not the customer account. The customer account remains in place until it is deleted at the Customer's request. datAInsights is entitled to delete customer accounts without an active subscription after an extended period of inactivity. Statutory retention obligations remain unaffected.

Consumers within the meaning of the Austrian Consumer Protection Act (Konsumentenschutzgesetz, KSchG) have a right of withdrawal of 14 days for contracts concluded online. Details, in particular the charging of services already provided, are governed by the Refund Policy.

9. Customer's obligations

The Customer is obliged to support datAInsights in the provision of Services to the best of their knowledge and belief, and to create all necessary prerequisites for proper contractual performance. The Customer will provide datAInsights on time with all necessary, correct, and binding documents, data, and information required for the provision of AI Services, and will ensure access to the data sources for datAInsights and its employees.

The Customer will fulfill all their duties of cooperation in a timely manner. The provision of AI output presupposes the complete and timely fulfillment of all cooperation duties and other contractual obligations by the Customer, which the Customer expressly acknowledges.

If the Customer does not fulfill their cooperation duties by the agreed dates or to the intended extent, the Services provided by datAInsights — despite possible limitations — are still deemed to be rendered in accordance with the Contract. The Customer will compensate datAInsights separately for any additional expenses and/or costs incurred. datAInsights is entitled to terminate the Contract in case of a breach of the cooperation duties.

10. Availability of AI Services

datAInsights strives to continuously provide and maintain access to the AI Services — except for necessary maintenance times — according to the existing technical, economic, operational, and organizational possibilities. datAInsights ensures an availability of the AI Services of 99% on average per year, with availability referring only to the delivery of AI output according to the Target Metric.

Use of AI Services can be impossible or restricted — particularly due to system-related reasons, disruptions in the communication network, security measures, capacities, maintenance, and force majeure. Such events and generally impairments due to influences outside of datAInsights' control are not taken into account when calculating availability. Due to the nature of the internet, data transmission times and quality depend on internet usage. Any claims for damages and warranties of any kind are excluded.

datAInsights is entitled to temporarily restrict or interrupt the AI Services for important reasons — such as service and maintenance work, or if necessary in view of capacity limits, security or integrity of the server, or to carry out other technical measures. The unavailability of AI Services does not establish any liability on the part of datAInsights towards the Customer for any costs, damages, or other disadvantages that may arise.

11. Warranty

datAInsights guarantees that it provides the AI Services in all essential aspects — as described in these Terms — in a professional manner and with appropriate expertise, taking into account that neither uninterrupted and error-free operation nor a specific recognition accuracy can be guaranteed.

datAInsights does not make any warranties beyond what is stated in this clause; any potentially further legal warranty promises are explicitly excluded — in particular, but not limited to, the warranty for freedom from defects, for a specific operability, for certain results, or for the suitability and appropriateness of the AI output for a particular purpose. The Customer also has no claim to the use and function of the AI Services according to a specific state of the art.

The Customer is aware that the AI output is provided based on the internet, and the Customer alone is responsible for the functional suitability of the respective internet or VPN access — and in particular for associated failures, delays, abuses, or losses. datAInsights only needs to provide the link to access the AI output; whether it is or can be actually retrieved by the Customer is solely the Customer's risk.

Every Customer who takes actions based on the AI output does so at their own risk. It is solely the responsibility of the Customer to assess the impact of the AI output, its insights, and the resulting actions on the performance and business relationships of the Customer's company. datAInsights is not liable, in particular, for the suitability of the AI output for a particular purpose or a particular success. Any claims against datAInsights related to the information obtained through the AI Services are excluded.

12. Liability

datAInsights is liable — except for personal injuries — only in cases of intent or gross negligence. Any liability for slight negligence, lost profits, missed savings, compensation for consequential damages, indirect damages, as well as damages arising from third-party claims are excluded for businesses as defined in § 1 UGB, unless mandatory law provides otherwise.

datAInsights does not assume liability for the accuracy, completeness, or timely transmission of the AI output. datAInsights is not liable for losses or damages resulting from errors or delays in the transmission of the content, regardless of the cause.

datAInsights is not liable for damages caused by abusive or improper use of the AI Services, or by the Customer or a user's disregard of the due diligence obligations set out in these Terms. Liability for damages resulting from a third party gaining knowledge of users' personal data due to the negligence of the Customer or user is also excluded.

13. Contract duration & termination

The term for using the AI Services (usage period) is 1 year and begins with the activation or download of the software, followed by the activation of the license key. The usage period automatically extends by another year unless terminated in writing or by email at least 2 months before the end of the current usage period. The right to terminate for just cause remains unaffected.

The software's operability during the usage period is ensured by regularly checking the license key. The Customer is obligated to carry out or permit corresponding checks. The software will no longer be operable if the validity check fails, of which the Customer will be immediately informed. For the subsequent period, the software will run under a new license key, and the previous one will be deactivated.

Without prejudice to its other rights and remedies, datAInsights is entitled to terminate the Contract extraordinarily and with immediate effect by written notice:

• if a change of control of the Customer's company takes place and datAInsights refuses to do business with a person who has acquired direct or indirect control, for reasons of corporate policy (whether or not set out in writing). The Customer is obliged to notify datAInsights in due time of an imminent change of control;
• in the event that the legal requirements for datAInsights to provide the Services under these Terms cease to exist;
• if, within datAInsights' sphere of influence, there are reasons of a technical, economic, or operational nature that make proper continuation of the Services impossible or unreasonable for datAInsights;
• if the Customer breaches their cooperation obligations more than once or only takes action more than once after being urged by datAInsights.

14. Applicable law & jurisdiction

These Terms are governed by Austrian law, with the exclusion of the rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The application of the Austrian IPRG and other conflict-of-law rules is expressly excluded.

For all disputes arising from or in connection with the Contract — especially regarding the question of the conclusion and validity of these Terms — the exclusive jurisdiction of the Commercial Court of Vienna is agreed upon by the contracting parties.

15. Final provisions

Should any provision of these Terms and Conditions be or become wholly or partially invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision will be replaced by a valid or enforceable provision that closest reflects the economic purpose of the invalid or unenforceable provision; the same shall apply in case of omissions in these Terms.

Changes and additions to these Terms require written form. This requirement for written form can only be deviated from by written agreement. No verbal side agreements to these Terms exist. These Terms completely replace all agreements previously concluded between the parties.

The Customer is not entitled to assign the Contract or the rights and obligations arising from this agreement to a third party or to transfer them in any other way, including by way of universal succession.

These Terms and Conditions are made in German and English. In case of discrepancies between the two versions, the German version shall prevail. Any and all liability on the part of datAInsights for any deviations in content or mistranslations is excluded.