Terms of Service

Last updated May 30, 2024

Andrual AI – Terms of Use

  1. Scope and Parties 1.1 These Terms of Use (“Terms”) govern all use of the Andrual AI platform and services (“Service”) by customers who are businesses. They apply only if the Customer is a trader (Unternehmer) as defined in Section 14 of the German Civil Code (BGB), or a legal entity under public law or a special fund under public law. These Terms do not apply to consumers (Section 13 BGB). In particular, any statutory rights or protections granted to consumers (such as the right of withdrawal (Widerrufsrecht)) do not apply to the Service.

1.2 Andrual AI is operated by Andrual Technologies UG (“Andrual AI”, “Provider”, “we” or “us”), a company under German law. The Provider and the Customer (“you”) agree that only these Terms shall govern the contract. We object to any of your general terms and conditions.

1.3 Any deviating or supplemental terms of the Customer will not become part of the contract unless we have expressly offered and/or agreed to them in text form (Section 126b BGB).

  1. Services Provided by Andrual AI 2.1 Core Service: We provide a software platform that offers AI-powered document search, workflow automation, and knowledge retrieval tailored to real estate professionals and teams. The exact features of our Service are described on our website.

2.2 Service Modifications: Andrual AI may make reasonable changes to the Service (e.g. to improve performance or comply with laws) provided such changes do not eliminate core features of the Service. We will inform you of any material changes in a timely manner.

2.3 Third-Party Components: If our Service relies on third-party providers or data sources, availability of those external services is outside of Andrual AI’s control; if a third-party ceases to provide a necessary component, we will inform you and strive to find a suitable alternative or solution.

2.4 Interruptions: Andrual AI uses technologies such as large language models (LLMs) to process and return document insights and automation outcomes. We do not warrant that the Service will be completely error-free or uninterrupted, but we will use commercially reasonable efforts to promptly address any material service issues.

2.5 No Guaranteed Results: Unless explicitly agreed, Andrual AI does not guarantee specific outcomes or results from using the Service.

  1. Customer Obligations 3.1 The Customer agrees to use Andrual AI’s Service only for legitimate business purposes and in compliance with all applicable laws. You must keep confidential any login credentials and prevent unauthorized access to the Service. You are responsible for ensuring that any data or content you input into the Service does not infringe any third-party rights or violate any laws.

3.2 Prohibited Uses: You shall not reverse engineer, decompile, or otherwise misuse the Service. In the event of a breach of these obligations, Andrual AI is entitled to temporarily suspend or restrict your access to the Service, after reasonable notice if feasible, and/or terminate the contract for cause pursuant to Section 7.3 below.

  1. Intellectual Property and Data 4.1 Service IP: All intellectual property rights in the Andrual AI Service (including the software, algorithms, models, and documentation) are and remain the exclusive property of Andrual Technologies UG. We grant you a limited, non-exclusive, non-transferable right to use the Service during the term of the contract for your internal business operations, in accordance with these Terms.

4.2 Customer Data: The Customer retains all rights to the data, content, and materials that you upload or provide to Andrual AI (“Customer Data”). By providing Customer Data, you grant Andrual AI a license to process and use that data only to the extent necessary to perform the Service and fulfill our contractual obligations. Andrual AI will handle Customer Data in compliance with applicable data protection laws and our Privacy Policy. We will not use or share your Customer Data for other purposes without your consent. Upon termination of the contract, and upon your request, we will delete or return Customer Data stored with us, except where legal retention obligations apply.

  1. Fees, Payment Terms, and Set-off 5.1 Fees: The Customer shall pay the fees for the Service as agreed in the order or contract form. All prices are net of applicable VAT, which will be added as required by law.

5.2 Invoicing, Payment, and Suspension of Service: Andrual AI will invoice fees per the agreed billing cycle. Invoices may be provided via Stripe or directly by us. Payments are due within 14 days of the invoice date unless stated otherwise. If the Customer fails to pay on time, we may charge statutory default interest and suspend Service access after notice and a grace period.

5.3 No Set-off Except for Uncontested Claims: The Customer may only set off payment claims against uncontested or legally established claims. This ensures timely payment obligations are met.

  1. Limitation of Liability 6.1 Unlimited Liability in Certain Cases: Andrual AI shall be liable without limitation in cases of intent or gross negligence, and for injury to life, body, or health caused by negligence.

6.2 Liability for Slight Negligence (Essential Duties): In cases of ordinary negligence, Andrual AI is only liable for breach of essential contractual obligations.

6.3 Exclusion of Other Slight Negligence: We are not liable for slightly negligent breaches of non-essential duties.

6.4 Further Liability Limitations: The same liability limitations apply to the personal liability of Andrual AI’s legal representatives, employees, and subcontractors.

6.5 Indemnification by Customer: The Customer shall indemnify and hold Andrual AI harmless from third-party claims arising out of their unlawful use of the Service or breach of these Terms.

  1. Term and Termination 7.1 Contract Term: The contract begins upon acceptance of these Terms or registration for the Service. Term length is as specified in your order or is otherwise indefinite.

7.2 Ordinary Termination: Either party may terminate

  • a monthly subscription at the end of the current cycle;

  • a 12-month subscription with 30 days’ notice to the end of the term;

  • an indefinite contract with 30 days’ notice to the end of a calendar month. Termination must be given at least in text form.

7.3 Termination for Cause: Either party may terminate for cause if legal conditions for extraordinary termination are met.

7.4 Effects of Termination: Upon termination, Andrual AI will deactivate your account. You should save your data in advance. We may delete Customer Data shortly after unless retention is legally required.

  1. Governing Law and Jurisdiction 8.1 Governing Law: These Terms shall be governed by the laws of Germany, excluding CISG.

8.2 Jurisdiction: Exclusive jurisdiction lies with Berlin courts, provided the Customer is a merchant or equivalent legal entity.

  1. Reference Use Andrual AI may name the Customer as a client in marketing materials unless the Customer objects in writing for legitimate reasons. This right survives contract termination.

  2. Final Provisions 10.1 Changes to Terms: Andrual AI may update these Terms for future transactions and notify Customers at least 6 weeks in advance. Changes are accepted unless you object in writing. Objection grants each party the right to terminate the contract.

10.2 No Oral Agreements: These Terms and referenced orders constitute the entire agreement. Amendments require text form unless stricter form is legally required.

10.3 Severability: If a clause is invalid, the remaining provisions remain in effect. Invalid provisions shall be replaced with ones that reflect the economic intent.

10.4 Contract Languages: The English version is binding. Translations are for convenience only.

10.5 Contact and Imprint: Andrual Technologies UG, Torstraße 166, 10115 Berlin, Germany. Contact: gordon@andrual.com. Legal notice and Privacy Policy available at www.andrual.com.