Terms of Use

1. GENERAL PROVISIONS AND CONCLUSION OF CONTRACT

These Terms and Conditions apply to contracts for the use of RevOS and related services and products offered by us. Our offer is exclusively directed at businesses as defined in Section 14 of the German Civil Code (§ 14 BGB), legal entities under public law, or special funds under public law. We expressly exclude the conclusion of contracts with consumers as defined in Section 13 of the German Civil Code (§ 13 BGB). If we are misled into believing that our contractual partner is not a consumer, we reserve the right to terminate the contract for cause without notice.
Deviating, conflicting, or supplementary terms and conditions of the customer shall not become part of the contract, even if we are aware of them, unless we explicitly agree to their applicability. These Terms and Conditions shall also apply if we provide the service without reservation, despite being aware of terms and conditions of the customer that conflict with or deviate from our own terms.
The presentation of our offers does not constitute a legally binding offer. When the customer places an order, they are instead submitting an offer to us to conclude a corresponding contract. The customer is bound to their offer for a period of two business days at our principal place of business. Within this time, we may declare acceptance or rejection of the offer. Acceptance is effected by successfully processing the customer's payment, confirmation of the contract conclusion in text form by us, or provision of the service. An automated email from us acknowledging receipt of the order does not constitute acceptance of the customer's offer to conclude a contract.
The customer must provide truthful and complete information during registration. Any changes to the information must be promptly updated by the customer in their account area. The customer is not entitled to request corrections of invoices that were issued incorrectly due to failure to update their data.
The agreed qualities of RevOS are limited to the specifications provided by us at the time of contract conclusion. Deviating public statements, endorsements, or advertisements do not constitute agreed qualities under the contract.

2. PROVISION AND AVAILABILITY OF RevOS

We provide RevOS to the customer for use via the internet pursuant to this contract's terms.
The use of RevOS for critical infrastructures as defined in Section 2(10) of the German Act on the Federal Office for Information Security (§ 2 (10) BSI) or for offerings under Articles 5 or 6 of the EU AI Act requires a separate agreement with us, which we may decline without stating reasons.
We warrant 99% availability of RevOS at the transfer point (internet interface at our data center) per contractual month.
Availability means the ability to use RevOS as contractually agreed at the transfer point.
RevOS is considered available during:
1. Planned maintenance from Monday to Friday between 20:00 and 06:00 CET, and on weekends and German national holidays, with one week's prior notice.
2. Emergency maintenance to resolve GDPR compliance issues or significant security threats, with four hours' notice and maximum duration of 24 hours.
Notices under the preceding paragraph will be sent to the email address in the customer's account.

3. USE OF RevOS

The customer is granted a simple, non-sublicensable, and non-transferable right to use RevOS in accordance with the contractually agreed scope (e.g., number of models, users, storage capacity, or objects) for the term of this agreement. The customer may provide access to RevOS only to users affiliated with the customer (e.g., employees, corporate bodies) within the scope of the acquired usage rights. Providing access to third parties, including affiliated companies as defined in Sections 15 et seq. of the German Stock Corporation Act (§§ 15 ff. AktG), is not permitted unless explicitly agreed with us.
Each party shall take customary and reasonable precautions to protect user credentials and passwords from unauthorized third-party access. The parties shall promptly inform each other if they suspect that user credentials and/or passwords may have become known to unauthorized third parties. In such cases, the discovering party shall immediately secure the affected user accounts by changing the access data. The customer shall promptly delete or modify the access data of former users.
The customer may not use RevOS in violation of third-party rights or for unlawful purposes. In particular, the customer shall refrain from any use that could result in allegations against us of violations of applicable laws or third-party rights. The customer shall indemnify and hold us harmless against any such claims, including reasonable costs of legal review and representation. Should such claims be made against us, we shall promptly inform the customer, who shall have the right to participate in the defense of such claims at their own expense.
If the customer violates the provisions of paragraph 3, we may restrict access to RevOS or the relevant data for the customer or their users to the extent necessary, if such restriction can, in our reasonable discretion, prevent or mitigate the violation. If feasible, we shall inform the customer of the violation of paragraph 3 within a reasonable period and request rectification. Notification of such measures or a warning will be sent via email to the address stored in the customer's account. Instead of restricting access, we may delete data if we are legally obligated to do so, if restriction is insufficient to address the violation, and if the data processing agreement concluded with the customer is not breached as a result.
If the customer continues or repeatedly violates the provisions of paragraph 3 despite a formal warning, we may terminate the contract for cause without notice. We are also entitled to termination for cause if a single violation of paragraph 3 is so severe that continued cooperation with the customer cannot reasonably be expected.

4. AI FEATURES

RevOS offers functionalities referred to as Artificial Intelligence or Machine Learning ("AI"). The customer acknowledges that, according to the current state of technology, AI systems do not operate with 100% accuracy and do not always deliver the expected results. This particularly applies to the phenomenon known as AI system "hallucinations."
The following activities are prohibited:
1. Using AI system outputs for training or developing other AI systems, unless and to the extent that these are used solely for the customer’s internal purposes. Output means all data provided to the customer as a result of their use of software that, to the customer's knowledge, utilizes AI systems.
2. Using AI systems other than with the functionalities provided by us or for purposes outside the scope of the contract. This specifically prohibits any use of the AI system aimed at understanding its functionality in order to create or train, or have created or trained, other AI systems with this knowledge.
3. The customer is aware that the use of AI systems may result in content generated for the customer not being entirely unique. It is therefore possible that other users of the software may be provided with similar content based on their own specifications, without using information provided by the customer. The results communicated to the customer from processing their request therefore do not exclusively comprise content created individually for them.
The customer is expressly prohibited from using the Google Workspace APIs provided by us for the development, improvement, or training of general AI and/or ML models.
We also commit not to use any data obtained from the Google Workspace APIs for the development, improvement, or training of generalized AI models.

5. TRANSFER OF RIGHTS BY THE CUSTOMER

To the extent that the customer stores or causes to store data, documents, or other content in RevOS, or processes or causes to process such content using RevOS, the customer grants us all rights, licenses, and permissions necessary for the performance of the contract, including but not limited to the rights to store, process, modify, reproduce, and transmit such content.

6. USE OF RevOS APIs

We provide the customer with an API for RevOS that is accessible via the internet. The use and scope of functionality of the API are governed by our published specifications. The customer is authorized to use this API for the purposes and duration of this contract.

7. USE OF THIRD-PARTY SERVICES

We may, at our discretion, enable the customer to use selected third-party services through RevOS (e.g., for data exchange via interfaces). Unless explicitly agreed otherwise, there is no entitlement to the availability of specific third-party services or to any specific scope of such services.
If we have explicitly agreed with the customer on the use of a specific third-party service, the scope of use shall be determined by our agreement with the customer. In the absence of such an agreement, we are only obligated to provide usage capabilities to the extent necessary for the contractual use of RevOS. In the event that the third-party service modifies its interface used by us, we shall adapt our programming within a reasonable timeframe, provided such adaptation is technically feasible and commercially reasonable.
The customer is responsible for entering into any necessary agreements with the third-party service provider to enable use of such service through RevOS.

8. RETRIEVAL OF CUSTOMER DATA

During the term of the contract, the customer may at any time retrieve and export their data stored in RevOS through the provided API by us. Such retrieval and export shall be in the format supported by our API as specified in its documentation.

9. SPECIAL PROVISIONS FOR FREE AND TRIAL VERSIONS

When we provide the customer with a free or trial version of RevOS, the following provisions shall apply and, in case of conflicts, take precedence over other provisions of these Terms and Conditions.
Free or trial versions are provided to the customer "as is" for testing purposes. We do not warrant that these versions include any specific functionality or that our services will be continuously and flawlessly available during the usage period. We are only obligated to make reasonable efforts to operate the free or trial versions with the same care as our paid offerings. Since we do not receive payment from the customer for these versions, we cannot assume any further obligations.
Either party may terminate such contract at any time, unless a minimum term has been agreed with the customer.
Free or trial versions may only be used for purposes where defects in service, failure to provide service, or loss of data would not result in damage to the customer or third parties.
Our data processing agreement does not become part of the contract for free or trial versions. If the customer has concluded a data processing agreement with us, it does not apply to free or trial versions.

10. FEES, BILLING, AND FEE ADJUSTMENTS

We invoice in advance for fees agreed with the customer at contract conclusion for the agreed contract term. Special rates granted for longer-term contracts constitute consideration for the customer's extended commitment period.
All prices are quoted as net amounts in euros.
Where a credit card is provided as a payment method, the customer warrants that it is issued to the contractual party and may be used for collecting fees due to us. The customer must update stored credit card details before expiration.
Customers subject to reverse-charge VAT must provide their VAT ID, otherwise, we may charge German VAT without obligation to subsequently correct such invoices.
Despite contrary instructions, we may apply payments first to older debts. Where we are entitled to costs or interest, we may apply payments first to costs, then interest, and finally the principal obligation, informing the customer of any allocation differing from their instructions.
In case of payment default, we may charge a one-time fee per invoice pursuant to Section 288(5) of the German Civil Code (§ 288 BGB), without prejudice to claims for further default damages.
Invoices may be issued digitally via email or through our customer portal.
Once per contract year, we may adjust agreed fees at our reasonable discretion per Section 315 German Civil Code (§ 315 BGB) based on cost changes, particularly regarding technical services (data centers, cloud services, hardware, support), operations (supplier costs), customer service, personnel, energy, and government charges.
Adjustments may increase or decrease fees. Increases are limited to actual cost increases, with cost savings passed on. Both increases and decreases in cost components must be considered.
We will notify changes in text form two months in advance. For increases exceeding 5% annually, customers may terminate in text form without notice period effective when changes take effect, except for changes solely due to government charges. The customer must be informed of this termination right.

11. TERM AND TERMINATION

The contract is concluded for the fixed term selected by the customer when placing their order. Early termination during the fixed term is only permitted for good cause. Otherwise, termination is possible up to the last day of the agreed contract term. If no termination occurs, the fixed term automatically renews for the period originally agreed upon at contract conclusion.
The right to terminate for good cause remains unaffected. Good cause shall particularly include the following circumstances when applicable to the other party:
1. Breach of material contractual obligations that remains unremedied despite warning notice and reasonable cure period referencing the right of termination. Warning notice and cure period are not required if unreasonable.
2. Rejection of insolvency proceedings due to insufficient assets.
3. Commencement of liquidation proceedings.
We are entitled to terminate the contract without notice if the conditions of Section 543(2) No. 3 of the German Civil Code (§ 543 Abs. 2 Nr. 3 BGB) are met.
Termination pursuant to Section 543(2) Sentence 1 No. 1 of the German Civil Code (§ 543 Abs. 2 Satz 1 Nr. 1 BGB) due to failure to provide contractual use of RevOS is only permissible if we have been given reasonable opportunity to remedy the defects and such remediation has failed.

12. CONSEQUENCES OF CONTRACT TERMINATION

The customer must export their data stored in RevOS in good time before contract expiration. Data export is available to the customer at any time and does not require our assistance. Upon contract termination, all customer data will be automatically deleted in a manner that renders data recovery impossible.
For personal data, the customer must exercise their rights under the separately concluded data processing agreement in a timely manner, no later than 7 days before contract termination.
Upon contract expiration, all customer data will be deleted.

13. DEVELOPMENT AND IMPROVEMENT OF RevOS, AI SOFTWARE TRAINING

RevOS is not provided as a static product. We intend to continue developing RevOS to offer new features and capabilities that enhance its attractiveness and security. Therefore, the scope of RevOS's functionality is subject to change. If changes result in the removal or substantial limitation of existing essential features, we will notify the customer within reasonable time via the email address stored in their customer account. For features we may later offer that exceed the contractually agreed s...
If changes to RevOS become unreasonable for the customer in light of our contractual obligations, the customer has a special termination right that must be exercised within two weeks from the day the customer becomes aware of the change. This termination right does not apply to changes implementing legal requirements, court orders, or IT security measures, nor to modifications or discontinuation of features provided during beta testing. We reserve the right to withdraw or modify such features at...
We welcome customer suggestions for improvements. For clarity, any customer suggestions constitute a cost-free transfer of all rights necessary for potential implementation and unrestricted use. In simple terms: suggestions are welcome, but we provide no compensation.
RevOS includes functionalities designated as Artificial Intelligence or Machine Learning. These functionalities require training using real-world data. This training aims to ensure and continuously improve functionality performance. Real-world data includes data, documents, or other content stored or processed by the customer using RevOS. The customer authorizes us to train current and future functionalities using their real-world data. Resulting insights and software products may be used both fo...

14. NON-PERFORMANCE OF PRIMARY OBLIGATIONS

If we delay the initial provision of RevOS, the customer may withdraw from the contract after setting a reasonable grace period that expires without successful provision of the agreed RevOS functionality.
If, after operational deployment of RevOS, we fail to meet our obligations wholly or partially, or if RevOS availability falls below the guaranteed level for any contract month, the agreed usage fee shall be reduced proportionally for the period during which RevOS was not available to the customer at the agreed scope.
We must demonstrate that we are not responsible for delayed provision or availability shortfalls. If the customer has not reported RevOS unavailability to us, they must prove, upon our contest, that we had knowledge of the unavailability through other means.

15. DEFECTS

The customer has statutory warranty rights as modified below. We may elect to remedy defects through repair or replacement.
Our strict liability for damages under Section 536a of the German Civil Code (§ 536a BGB) for defects existing at contract conclusion is excluded unless related to properties expressly guaranteed by us under Section 276(1) of the German Civil Code (§ 276 Abs. 1 BGB).
Warranty claims are subject to a one-year limitation period. This limitation does not apply to damage claims arising from breach of warranty rights, which are governed by the liability provisions.
If the customer reports a defect and our investigation reveals no defect in our performance exists, the customer must compensate us for expenses incurred at agreed rates or, absent agreement, at reasonable hourly rates. This does not apply if the customer could not reasonably have recognized the absence of a defect despite exercising due care and knowledge.
For features, services, software, or other offerings explicitly provided as beta versions, all warranty claims are excluded except for intentional misconduct. Beta versions are inherently incomplete and may contain defects that could result in data loss or RevOS malfunction. Customers should only use beta versions if such defects would not cause them disadvantage, particularly damages for which they might seek compensation from us or third parties.
The customer must promptly notify us of defects in contractual services, particularly RevOS defects. If we cannot remedy defects due to delayed or omitted notification, the customer may not reduce fees, claim defect-related damages, or terminate the contract without notice. The customer must demonstrate they are not responsible for failing to provide notification.

16. INFRINGEMENT OF THIRD-PARTY RIGHTS

We warrant that the contractual use of RevOS will not infringe any copyrights or other intellectual property rights of third parties.
Should such infringement nevertheless occur, we will, at our option and expense, either obtain the necessary rights or modify RevOS while maintaining the services owed to the customer in a manner that no longer infringes third-party rights.

17. LIABILITY

Our liability for intentional acts and gross negligence is unlimited.
For simple negligent breach of material contractual obligations, liability is limited to foreseeable and typical contractual damages. Material contractual obligations are those whose fulfillment is essential for proper contract execution and on whose compliance the injured party may regularly rely. Claims under this paragraph are subject to a one-year limitation period.
Paragraph 2 does not apply to claims arising from injury to life, body, or health, fraudulent conduct, assumption of guarantee, liability for initial inability or accountable impossibility, or claims under the Product Liability Act.
In all other respects, liability—regardless of legal grounds—is excluded.

18. CONFIDENTIALITY

We commit to keep confidential all data stored by the customer in RevOS. We will process such data only for purposes of performing the contract with the customer and disclose it to third parties only to the extent reasonably necessary for contract performance.
The confidentiality obligation does not apply to data which:
1. Was publicly known at the time of transmission or later becomes public knowledge through no fault of our own.
2. Was lawfully known to us without confidentiality obligation at the time of disclosure.
3. Is lawfully disclosed to us by third parties without confidentiality obligation after transmission, provided such third party is not, to our knowledge, bound by confidentiality towards the customer.
4. Is independently developed by us without using the customer's confidential information.
5. Becomes known to us through permissible analysis of the customer's publicly available services or products.
6. Must be disclosed due to mandatory legal, regulatory, or judicial requirements or orders.
This confidentiality agreement survives termination of the contract.
The above provisions do not affect any separate data processing agreement concluded with the customer, which takes precedence over this section.

19. DATA PROTECTION

The following data processing agreement pursuant to Article 28 of the General Data Protection Regulation (GDPR) applies to the processing of personal data by the customer using RevOS. This agreement does not apply when RevOS is provided to the customer without charge.
Furthermore, we commit to process any personal data provided by the customer for contract performance that is not subject to the data processing agreement in accordance with applicable data protection regulations.

20. RETENTION AND ASSIGNMENT

A party may exercise rights of retention or setoff only to the extent that the underlying counterclaim is either undisputed or has been finally adjudicated.
The assignment of rights and obligations under this contract or of the entire contract to a third party requires the prior consent of the other party. Such consent shall not be unreasonably withheld.

21. FORCE MAJEURE

Each party shall be temporarily released from its performance obligation to the extent and for as long as it is prevented from performing due to an act of force majeure (the "prevented performance"). This also applies if the party is already in default. If one party invokes the existence of an act of force majeure, the other party shall also be temporarily released from its obligations owed in this respect, insofar and to the extent that these are the consideration for the prevented performance or can only be provided based on or together with the prevented performance.
Force majeure means corresponding events within the meaning of § 206 German Civil Code (BGB) as well as any other unusual and unforeseen event where the party invoking it did not cause the event, could not anticipate the event, could not influence its occurrence, could not prevent its consequences despite exercising due care, and is prevented from performing for this reason. This applies in particular to war, terrorism, civil unrest, pandemics, severe weather, environmental disasters, cyber attacks, or if the prevention of performance is otherwise based on governmental orders resulting in a disruption of performance. Force majeure also includes performance impediments due to raw material shortages and/or governmental measures due to raw material shortages and resulting general disruptions of performance (including in supply chains).

22. EXPORT AND IMPORT CONTROLS

The right to use RevOS may include services subject to export and import restrictions, sanctions, or embargoes under applicable laws. This applies particularly to encryption technology and cryptographic software. Usage may require permits or be subject to restrictions.
The customer shall comply with applicable export and import control regulations, particularly those of Germany, the European Union, and the United States, as well as all other relevant regulations, and monitor compliance as legally required. If RevOS services may not be used under export and import regulations by the customer, their users, or authorized third parties, the customer must prevent such use. The customer may not grant access to RevOS services in violation of export and import controls. The customer must promptly inform us of any violations and indemnify us against all damages and third-party claims, including reasonable costs of legal review and defense, upon first request.
Our performance of the contract is subject to compliance with all national and international export and import regulations and other legal requirements.

23. AMENDMENTS TO TERMS AND CONDITIONS

We may amend these Terms and Conditions at any time with at least two weeks' prior notice. The customer has the right to object.
We will inform the customer via text form at their registered email address about the intended changes, the amended provisions, and their right of objection and how to exercise it. Such notification and opportunity to object/consent may also be provided upon customer login to their account area.
If the customer exercises their right to object before the notice period expires, the existing Terms and Conditions continue to apply unchanged. Otherwise, the new Terms and Conditions take effect after the notice period expires. If the customer objects, we may terminate the contract with the agreed notice period.

24. FINAL PROVISIONS

This contract contains all agreements between parties regarding its subject matter. Any deviating side agreements or prior arrangements concerning the subject matter hereby become void.
Should any provision of this contract be or become wholly or partially void, invalid, or unenforceable, or should a necessary provision be missing, the validity and enforceability of all other provisions shall remain unaffected.
This contract is governed exclusively by the laws of the Federal Republic of Germany. Private international law shall not apply to the extent it is waivable.
The exclusive venue for all disputes arising from this contract is our registered office.
For customers based in the United States, the following arbitration agreement applies:
1. All disputes arising from or in connection with this contract or its validity shall be finally settled under the Arbitration Rules of the German Institution of Arbitration (DIS), excluding recourse to courts of law.
2. The arbitral tribunal shall consist of a sole arbitrator.
3. The language of proceedings shall be German.
Only the German version of this agreement is binding. The English translation is provided for information only and may not be used to interpret the German version.

Annex: Data Processing Agreement

The Customer (hereinafter referred to as the "Controller") engages us (hereinafter referred to as the "Processor") to process personal data on behalf of the Controller based on the agreement to which this Data Processing Agreement is an appendix (the "Main Agreement"). In the event of any conflicts, this Data Processing Agreement shall take precedence over the Main Agreement.
The purpose of the processing of personal data by the Processor is the provision of services agreed upon in the Main Agreement. The categories of data subjects affected by the processing and the personal data are set forth in Appendix 1.

1. Location of Data Processing

As a general rule, the data processing shall take place in a member state of the European Union or in another contracting state of the Agreement on the European Economic Area.
Any transfer of data processing to a third country may only occur if the requirements of Articles 44 et seq. GDPR ("DSGVO") are fulfilled.

2. Responsibility and Principal's Right to Issue Instructions

For the purposes of data processing, the Controller is the controller within the meaning of Article 4(7) GDPR. The Controller is responsible for compliance with statutory data protection provisions, particularly regarding the lawfulness of the transfer of data to the Processor and the lawfulness of data processing by the Processor.
The Controller shall have the right at any time to issue supplementary instructions concerning the nature, scope, and procedures of processing personal data under the Main Agreement. Instructions may be given orally or in text form. Oral instructions from the Controller must be confirmed by the Controller in text form without undue delay. Where the Controller issues instructions through the website or API provided by the Processor for the purposes of data processing, the Processor shall document ...