English
Terms and Conditions — Business Customers (Geschäftskunden)
AUVY Cortex
AUVY GmbH · Am Haag 8 · 82166 Gräfelfing · HRB 311039 (Munich Local Court) · VAT-ID DE461400892
Represented by managing directors Achim Ströbel and Patrick Schröppel (each individually authorised to represent)
Contact: legal@auvy.ai · security@auvy.ai · privacy@auvy.ai
Version 1.3 · Effective: 19 May 2026
§ 1 Scope
(1) These General Terms and Conditions ("GTC") apply to all contracts between AUVY GmbH ("AUVY") and its customers ("Customer") regarding the provision of the software-as-a-service solution AUVY Cortex and all associated services.
(2) These GTC apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. AUVY also offers self-serve subscriptions to consumers (§ 13 BGB) under the separate Consumer GTC. During self-serve checkout, the Customer must truthfully confirm whether they act as a consumer or business customer; the confirmed legal status determines which terms apply. If the Customer acts for a trade, business, profession, public body or other organisation, these B2B GTC apply.
(3) Deviating, conflicting or supplementary terms of the Customer become part of the contract only if and insofar as AUVY has expressly consented to their validity in writing.
(4) In the event of conflict between these GTC and an individually negotiated order confirmation, order form or Master Subscription Agreement (MSA), the individual agreement prevails over these GTC (precedence of the more specific).
§ 2 Definitions
Within the meaning of these GTC, the following terms have the following meanings:
"Cortex" means the software-as-a-service platform AUVY Cortex provided by AUVY, including all associated functions, AI-supported services, APIs and web interfaces.
"Plan" means one of the standard plans set out from time to time at auvy.ai/pricing with the features described there.
"Licence" / "Seat" means the use-authorised account of an individual, named end user in the Customer's workspace.
"Workspace" means the logically separated area on the platform managed by the Customer in which licences, content and settings are organised.
"Reasonable Use" means the inclusive AI inference volume described in detail in § 5, defined by AUVY per plan.
"AUP" means the Acceptable Use Policy according to Annex B.
"DPA" means the data processing agreement under Art. 28 GDPR according to Annex A.
"Sub-processors" means the further processors approved within the framework of the DPA (see Annex C).
"Connect" means AUVY's first-party integration layer for OAuth connections and third-party tools that the Customer explicitly enables in the workspace.
§ 3 Contractual Object and Service Description
(1) AUVY makes Cortex available for use over the internet during the term of the contract. The specific scope of functions results from the selected plan and the service description applicable at the time of contract conclusion at auvy.ai.
(2) AUVY is entitled to continuously develop the platform, add, modify or remove functions, provided that the contractually owed core service is not materially impaired thereby. Material changes will be communicated to the Customer with reasonable advance notice (at least 30 days) by email or in-product.
(3) Provision is made at the handover point router exit of the data centre. The Customer is responsible for internet access, end devices and browsers.
(4) AUVY does not owe any specific success of the AI-supported output. AI models generate probabilistic outputs that must be reviewed for technical correctness. Notice of the use of artificial intelligence is given pursuant to Art. 50 of the EU AI Act in onboarding and in the user interface.
§ 4 Licence and Scope of Use
(1) AUVY grants the Customer for the term of the contract a simple, non-exclusive, non-transferable and non-sublicensable right to use Cortex within the agreed scope.
(2) Each acquired licence entitles exactly one named end user to use Cortex. Joint use of login credentials by multiple persons ("account sharing") is inadmissible and constitutes a violation of the AUP.
(3) The Customer may not duplicate, decompile or reverse-engineer Cortex, except as expressly permitted by mandatory statutory provisions (in particular §§ 69d, 69e UrhG).
(4) Licences can be added at any time ("true-up"); a reduction in the number of licences during the term is only possible at the end of the respective contract period.
§ 5 Reasonable Use of AI Inference and Usage-Based Add-Ons (Opt-In)
(1) Cortex is offered as a flat-rate plan with reasonable use of AI inference. Each plan includes AI inference in a volume considered reasonable for the contractually intended use of the platform by the Customer. The current level of usage relative to the reasonable inclusive allotment is shown in the workspace admin area as a percentage indicator. Any chargeable use of AI inference beyond reasonable use is possible only on an option expressly activated by the Customer in the workspace admin area pursuant to paragraph 4. Without such activation, no usage-based fee is charged.
(2) AUVY determines, at its equitable discretion (§ 315 BGB) and taking into account the typical use profile of the relevant plan, what volume of AI inference qualifies as reasonable. The following are relevant in particular: (i) the typical usage volume of comparable workspaces in the same plan, (ii) the weighted inference cost of the AI models used, (iii) the prevention of abuse and cross-subsidisation, and (iv) the economic viability of the plan. No contractual commitment to specific numerical thresholds or to a particular display granularity of the percentage indicator arises from this; AUVY is entitled to increase the inclusive allotment on a case-by-case basis or generally in the Customer's favour.
(3) Use is in particular no longer reasonable if it (a) is not recognisably related to the Customer's business activity (e.g. stress tests, synthetic full load, resale, sharing with third parties outside the workspace), (b) materially exceeds the typical volume of comparable workspaces in the same plan, or (c) conflicts with the Acceptable Use Policy (Annex B), in particular § 4 lit. c) and § 5 (4) AUP.
(4) Escalation upon reaching the reasonable-use level. When usage reaches the level defined as reasonable for the relevant plan, the workspace administrator is notified by email and in-product. The following options are then available:
(a) Default at no extra cost: AUVY throttles AI inference at its equitable discretion, in particular by automatically falling back to a lower-cost AI model with continued usability, or by pausing inference until the next billing cycle. No automatic charge to the Customer occurs.
(b) Usage-based billing (Pay-per-Use): The Customer may switch to usage-based billing by expressly activating it in the workspace admin area. In this case, AI inference exceeding reasonable use is billed at the unit prices transparently displayed before activation and collected at the end of the relevant billing cycle in addition to the licence fee. The Customer may deactivate usage-based billing at any time with effect for the future.
(c) Plan upgrade: The Customer may upgrade to a higher plan under § 7; the price difference is settled pro-rata for the remaining billing period.
(5) Safeguards for option (b). In the workspace admin area, the Customer may voluntarily set a spending cap and threshold warnings for usage-based billing. AUVY sets default values for these safeguards at its equitable discretion (§ 315 BGB); the current default values are visible in the workspace admin area and may be adjusted, raised, lowered or disabled by the Customer at any time. AUVY is entitled to adjust the default values at equitable discretion to prevent abuse; paragraph 6 (modification reservation) applies accordingly. No contractual commitment to specific default values arises from their respective display.
(6) Modification reservation by equitable discretion (§ 315 BGB). AUVY reserves the right to adjust at equitable discretion the inclusive allotment defined as reasonable, the escalation thresholds, the unit prices for usage-based billing, and the default values for the spending cap and threshold warnings, in particular upon sustained changes in AI inference costs, availability or performance changes at the deployed model providers, material technical or economic adjustments, and to prevent abusive usage patterns. A material deterioration of usage possibilities or an increase in unit prices is announced to the Customer at least 30 days in advance by email; in this case the Customer has an extraordinary right to terminate effective the adjustment date. No specific numerical threshold for triggering the modification reservation is agreed; balance is ensured through the 30-day notice period and the Customer's termination right.
(7) The reasonable-use rule is a usage limit within the meaning of § 307 (3) BGB and does not constitute a guaranteed minimum performance. AUVY does not owe any specific processing volume beyond the level defined as reasonable in each case.
§ 6 Customer Obligations and Acceptable Use Policy
(1) The Customer undertakes to use Cortex only in accordance with these GTC and the Acceptable Use Policy (Annex B).
(2) In particular, the Customer undertakes:
a) not to enter or generate any unlawful, immoral content or content infringing third-party rights;
b) not to use Cortex for high-risk AI use cases under Annex III of the EU AI Act, unless expressly contractually permitted;
c) not to circumvent security measures, not to artificially exceed rate limits and not to manipulate anti-abuse mechanisms;
d) to keep login credentials secret, activate multi-factor authentication and report indications of compromise without delay;
e) to ensure that all end users comply with the AUP and these GTC;
f) not to carry out, or have third parties carry out, any penetration tests, vulnerability scans, load tests, red-team exercises or comparable security-related investigations on Cortex, its underlying infrastructure or individual components, unless expressly agreed in writing with AUVY in advance. Security findings that become known without active investigation in the course of intended use must be reported without undue delay to security@auvy.ai.
(3) In the event of violations of the AUP or these GTC, AUVY may sanction the Customer's account in the following sequence: warning → suspension of individual licences → suspension of the workspace → extraordinary termination (§ 8 (5)). For severe violations (in particular law-breaking, security attacks), AUVY may suspend without prior warning.
§ 7 Fees, Billing and Default
(1) Fees are based on the selected plan and the number of licences booked. Prices applicable at the time of contract conclusion as per auvy.ai/pricing apply. All prices are stated net plus statutory VAT.
(2) Self-serve checkout offers monthly or annual billing intervals as shown in Stripe Checkout. Annual subscriptions are prepaid for the selected annual period; monthly subscriptions are billed monthly.
(3) Fees are due upon contract conclusion and collected by direct debit (SEPA), credit card or bank transfer via the payment service provider Stripe Payments Europe Ltd. Invoices are made available exclusively electronically in PDF format.
(4) If the Customer is in default of payment, AUVY is entitled to suspend the workspace after prior payment request with a reasonable deadline. Default interest is calculated under § 288 BGB.
(5) For B2B customers with a valid foreign EU VAT-ID, the reverse-charge procedure applies; the invoice indicates this accordingly.
§ 8 Term, Renewal and Termination
(1) The initial term is the billing interval selected in checkout: one month for monthly billing or twelve months for annual billing.
(2) The contract automatically renews for the same billing interval unless terminated before the renewal date in text form (email to legal@auvy.ai is sufficient) or through the billing portal / cancellation page.
(3) Self-serve cancellation is available through the Stripe Customer Portal and the cancellation page at auvy.ai/kuendigung. Cancellation takes effect at the end of the current paid billing period unless mandatory law or an individual agreement provides otherwise.
(4) Stripe Checkout and the Stripe Customer Portal show the renewal date, billing interval, payment method, taxes and invoice details before the Customer confirms payment.
(5) The right to extraordinary termination for cause remains unaffected. Cause exists in particular in the event of:
a) material payment default of more than 30 days despite reminder;
b) repeated or severe violation of the AUP or these GTC;
c) opening of insolvency proceedings over a party's assets;
d) material, non-remediable breach of data protection obligations.
(6) Upon extraordinary termination by AUVY for a reason attributable to the Customer, licence fees already paid but not yet consumed expire without refund obligation.
(7) At the end of the contract term, the Customer may export workspace data under § 12. After 30 days from contract end, workspace data is permanently deleted, unless statutory retention obligations preclude this.
§ 9 Availability (Service Level)
(1) AUVY ensures reasonable availability of Cortex corresponding to the state of the art in the SaaS industry. Cortex is essentially available around the clock; planned maintenance windows are scheduled outside ordinary business hours where possible and announced with reasonable advance notice.
(2) Specific numerical availability commitments, service credits, maintenance window times and support response times are agreed individually, where applicable, in a separate Service Level Agreement (SLA) as Annex D to the order form/MSA. The SLA annex prevails over this clause in case of conflict (§ 1 (4)).
(3) Excluded from availability are:
a) outages due to force majeure (§ 15);
b) outages of infrastructure used by the Customer (internet access, end devices);
c) outages of sub-processors, provided AUVY has complied with reasonable due-care obligations;
d) scheduled, pre-announced maintenance windows;
e) outages due to security incidents for which the Customer is itself responsible.
§ 10 Data Protection and Processing
(1) Insofar as AUVY processes personal data on behalf of the Customer, the provisions of the Data Processing Agreement under Art. 28 GDPR (Annex A) apply. Upon contract conclusion, the parties simultaneously enter into this DPA; separate signing is not required for self-serve.
(2) For third-country transfers, the EU Standard Contractual Clauses (Implementing Decision (EU) 2021/914) under Module 2 and Module 3 apply (Annex A.4 to the DPA).
(3) The Customer is the controller within the meaning of Art. 4 No. 7 GDPR; AUVY acts as processor under Art. 28 GDPR.
(4) Sub-processors are updated under Annex C; changes are announced to the Customer at least 30 days in advance by email or via the Trust Centre; rights to object and consequences see DPA.
(5) AUVY does not process Customer Data for own training or model improvement purposes. Anonymised aggregate statistics remain admissible.
§ 11 Confidentiality
(1) The parties undertake to treat all confidential information of the other party that becomes known to them in the course of contract performance confidentially and to use it only for contractually agreed purposes.
(2) Confidential are in particular: technical specifications, trade secrets, customer content, prices, contract details and all information marked "confidential".
(3) The confidentiality obligation applies for the term of the contract and five years after contract termination. Statutory confidentiality obligations (in particular §§ 17 et seq. UWG, § 203 StGB) remain unaffected.
(4) Professional secret-holders — activation of § 12 DPA: To the extent that the Customer is a professional secret-holder within the meaning of § 203 (1) StGB (in particular lawyers, notaries, patent attorneys, auditors, tax advisors, physicians, dentists, veterinarians, pharmacists and professional psychologists) and intends to process third-party secrets within the meaning of § 203 StGB in Cortex, activation of § 12 DPA is required before any such processing. The activation procedure is exhaustively regulated in § 12 of the DPA (Annex A); it includes in particular the Customer's notification of its professional-secret-holder status, the provision of commitments under § 203 (4) StGB for AUVY's own staff and relevant sub-processors, and the filtering of admissible sub-processors to § 203-compliant providers. Without activated § 12 DPA, the processing of third-party secrets within the meaning of § 203 StGB in Cortex is not permitted; the Customer further undertakes to comply with the AUP (Annex B) and its applicable professional obligations.
§ 12 Rights to Data and Intellectual Property
(1) All rights to Cortex, including software, AI models, trademarks, logos and documentation, remain with AUVY or the respective licensors.
(2) All rights to content entered by the Customer into Cortex ("Customer Data") and to outputs generated by Cortex on this basis remain with the Customer.
(3) The Customer grants AUVY a simple, non-exclusive right to use Customer Data exclusively for the provision of contractually owed services, including transmission to sub-processors under Annex C.
(4) The Customer may at any time download their Customer Data via the export functions provided in the product (Art. 20 GDPR). Upon request, or no later than 30 days after the end of the contract, Customer Data including existing copies will be permanently deleted or irreversibly anonymised within the meaning of Recital 26 GDPR, unless mandatory statutory retention obligations require otherwise. Statutory retention obligations in this sense include in particular the commercial-law retention obligations under § 257 of the German Commercial Code (HGB) (6 or 10 years) and the tax-law retention obligations under § 147 of the German Fiscal Code (AO) (up to 10 years). Where AUVY invokes such retention obligations, retention is limited to what is strictly required for that purpose; the affected data will be locked against any further processing until final deletion. Data residing in routinely rotating backups shall, from the moment it can no longer be attributed to an identified or identifiable natural person under the technical and organisational measures in place (in particular encryption, key destruction, access segregation), be deemed irreversibly anonymised within the meaning of Recital 26 GDPR; until overwritten, such data remains subject to the security regime of the DPA (Annex A) and the TOMs and is not used for other purposes.
(5) AUVY may use anonymised and aggregated usage statistics (e.g., to improve platform performance) also beyond the end of the contract.
§ 13 Warranty
(1) AUVY warrants that Cortex functions essentially in accordance with the applicable service description during the term of the contract. The statutory provisions on defects otherwise apply, with the proviso that strict (no-fault) liability for initial defects under § 536a (1) Alt. 1 BGB is excluded.
(2) In case of defects, AUVY will remedy these within reasonable time after becoming aware (subsequent performance). There is no entitlement to a specific method of subsequent performance.
(3) If subsequent performance is impossible, repeatedly fails or is unreasonable, the Customer may reasonably reduce the fee or extraordinarily terminate the contract.
(4) Any further warranty is excluded to the extent legally permissible. AUVY explicitly points out that output generated by AI models (in particular texts, recommendations, classifications, summaries, code suggestions, and other inference results) may be incomplete, incorrect, inaccurate, outdated, or misleading. AUVY assumes no warranty for the factual correctness, completeness, currency, or fitness of output for any purpose pursued by the Customer. The Customer is obliged to review output for factual correctness and fitness before any business, legal, medical, safety-critical, or financial use. This also applies to output generated using web, source, or other research functions.
§ 14 Liability
(1) AUVY is liable without limitation:
a) for intent and gross negligence;
b) for damages from injury to life, body or health;
c) under the provisions of the Product Liability Act (Produkthaftungsgesetz);
d) within the scope of a guarantee assumed by AUVY;
e) for breach of material contractual duties ("cardinal duties") as to ground also for slight negligence.
(2) For slight negligence, liability for damages from breach of cardinal duties is as to amount limited to the contract-typical, foreseeable damage. No monetary quantification of this damage is set out in the contract text; the internal calibration in the sense of BGH case law on § 309 No. 7 lit. b BGB is not part of the contract and is explained qualitatively upon request via the Trust Centre.
(3) Any further liability — in particular for lost profit, missed savings, consequential damages, indirect damages, data loss (unless caused by breach of a cardinal duty) and third-party claims — is excluded for slight negligence to the extent legally permissible.
(4) Breaches of data protection obligations (Art. 82 GDPR) and administrative fines remain unaffected by the liability limitation under paragraph 2.
(5) During the term of the contract, AUVY maintains adequate IT liability and/or cyber liability insurance. Current details on the insurer and the scope of coverage as well as an insurance certificate are available upon request via the Trust Centre.
(6) Damage claims of the Customer against AUVY become time-barred within one year of the time at which the claim arose and the Customer became aware, or ought to have become aware without gross negligence, of the circumstances giving rise to the claim and the person of the obligor. This does not apply to claims arising from the matters listed in paragraph 1 (in particular intent, gross negligence, injury to life, body or health, product liability, or assumed guarantees); statutory limitation periods apply in those cases. § 202 BGB remains unaffected.
§ 14a Indemnification
(1) The Customer shall, upon first demand, indemnify and hold AUVY harmless from all third-party claims (including reasonable costs of legal defence) brought against AUVY that arise from any of the following causes, to the extent attributable to the Customer:
a) infringement of third-party rights (in particular copyright, trademark, patent and personality rights) by Customer Data entered into Cortex or by Customer-initiated use of AI-generated outputs;
b) breach of data protection obligations by the Customer as controller within the meaning of Art. 4 No. 7 GDPR, in particular missing legal basis under Art. 6 or Art. 9 GDPR, failure to inform data subjects, or introduction of special categories of personal data without adequate safeguards;
c) violations of the Acceptable Use Policy (Annex B), of export-, sanctions- or anti-corruption laws, or of Annex III of the EU AI Act (high-risk AI use cases without express contractual permission).
(2) AUVY shall inform the Customer of asserted claims without undue delay, give the Customer the opportunity to defend the claim, and shall not enter into acknowledgments or settlements without prior consultation with the Customer, to the extent reasonable for AUVY.
(3) The Customer's indemnification obligation applies for the duration of the respective statutory limitation period and survives termination of the contract.
(4) Any contributory responsibility on the part of AUVY (in particular intent or gross negligence by AUVY) reduces the indemnification obligation pro rata pursuant to § 254 BGB.
§ 15 Force Majeure
(1) Neither party is liable for non-performance or delayed performance of its obligations to the extent that this is due to force majeure.
(2) Force majeure includes in particular: war, riot, natural disasters, pandemics, governmental orders, far-reaching strikes (except by own workforce), large-scale internet or power outages, and supply shortages of critical sub-processors not attributable to fault.
(3) The affected party will inform the other without delay of occurrence and expected duration and take all reasonable measures to minimise the effects.
(4) If a state of force majeure lasts longer than 60 days, either party may extraordinarily terminate the contract with immediate effect.
§ 16 Changes to these GTC
(1) AUVY reserves the right to modify these GTC with effect for the future, in particular to adapt to legal changes, supreme court rulings, changes to the service description or new sub-processors.
(2) Changes will be announced to the Customer at least 30 days before they take effect in text form (email is sufficient). The announcement contains a bold-highlighted notice of the right to object and the deadline.
(3) If the Customer does not object within 30 days of receipt of the change notification, the changes are deemed accepted.
(4) If the Customer objects, AUVY may extraordinarily terminate the contract effective the date the change becomes effective. In this case, the Customer is entitled to a pro-rata refund of licence fees already paid but not yet consumed.
(5) This clause does not apply to changes that newly establish material obligations or significantly alter the equivalence of performance and counter-performance; such changes require the Customer's express, separate consent.
§ 17 Transfer of Rights and Obligations
(1) The Customer may transfer rights and obligations under this contract to third parties only with AUVY's prior written consent.
(2) AUVY is entitled to transfer the contract or individual obligations therein to an affiliated company or legal successor in the context of restructuring, provided the protection of the Customer is preserved. The Customer will be informed and has in this case an extraordinary right of termination within 30 days of receipt of the notice.
§ 18 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Munich, provided the Customer is a merchant, legal entity under public law or special fund under public law. AUVY is also entitled to sue the Customer at the Customer's general place of jurisdiction.
(3) Place of performance is AUVY's seat in 82166 Gräfelfing.
(4) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the valid provision that comes closest to what was economically intended.
(5) Modifications or supplements to individual contractual provisions outside the procedure regulated in § 16 require text form.
(6) There are no oral collateral agreements.
§ 19 Annexes
The following annexes form part of these GTC:
Annex A — Data Processing Agreement under Art. 28 GDPR (DPA) including EU SCCs
Annex B — Acceptable Use Policy (AUP) · auvy.ai/aup
Annex C — List of sub-processors (AWS EMEA, Microsoft Ireland, Supabase, Stripe Payments Europe, Vercel, Railway, PostHog, Resend, Gladia) · available at trust.auvy.ai/subprocessors
Annex D — Service Level Agreement (SLA) — only for enterprise contracts, individually negotiated