This translation is provided for information only. Only the German version is legally binding. Austrian law applies. The contractual language is German (§ 20 para 5). In the event of any discrepancy, the German wording at www.seonai.eu/agb prevails.

General Terms and Conditions

General Terms and Conditions of Gerald G. Walter – SEONAI.EU, Wundersberg 16, A-4631 Krenglbach, Austria, VAT ID ATU 56092409 (hereinafter the “Provider”), for the provision of software services, in particular via the online shop www.seonai.eu. Version: 24 July 2026

§ 1 Scope, business-to-business transactions

(1) These Terms apply to all contracts for the use of the software services offered by the Provider (in particular the AI assistant “SUSI” and additional services that can be added) — irrespective of whether the contract is concluded via the online shop www.seonai.eu or by other means (in particular by way of an individual offer and its acceptance). Deviating provisions in an individual agreement take precedence over these Terms. (2) The offer is addressed exclusively to entrepreneurs within the meaning of § 1 UGB (Austrian Commercial Code) or § 1 KSchG (Austrian Consumer Protection Act) domiciled in a Member State of the European Union. No contracts are concluded with consumers. By placing an order, the Customer confirms that it is entering into the contract as an entrepreneur and for business purposes. The Provider is entitled to make proof of entrepreneurial status conditional upon the provision and successful verification of a valid VAT identification number. (3) Conflicting or deviating terms and conditions of the Customer do not become part of the contract, even if the Provider does not expressly object to them.

§ 2 Subject matter of the contract

(1) For the term of the contract, the Provider grants the Customer access to software as a service via the internet (Software as a Service). The software itself, its source code or storage media are not supplied. (2) The respective scope of services (features, included usage allowances) follows from the product description in the online shop or from the individual offer at the time the contract is concluded, together with these Terms. (3) The services incorporate generative AI models of third-party providers (“artificial intelligence”). The Provider does not operate or train AI models of its own and does not use Customer content to train AI models; § 5 para 3 applies to the model providers used. § 11 applies in addition.

§ 3 Conclusion of contract, access

(1) For orders placed via the online shop the following applies: the presentation of the products does not constitute a binding offer by the Provider. By submitting the order, the Customer makes a binding offer. The contract is concluded upon provision of the service (transmission of the access credentials), and at the latest upon confirmation of payment for the first billing period. During the order process, the VAT identification number provided by the Customer is verified via the confirmation procedure of the European Commission (VIES); if no valid VAT identification number can be confirmed, no contract is concluded via the online shop. Ordering by other means (by getting in touch) remains possible. (2) Outside the online shop, the contract is concluded by acceptance of an individual offer made by the Provider. (3) Upon conclusion of the contract — depending on the sales channel — a customer account in the online shop (contract and licence administration) and/or user access to the service are set up (personal access credentials, transmitted by e-mail with an initial password that must be changed at first login). The Customer shall keep access credentials confidential and protect them against access by third parties.

§ 4 Right of use

(1) For the term of the contract, the Customer receives the non-exclusive, non-transferable right, which may not be sublicensed, to use the services within the agreed scope for its own business purposes. (2) All rights in the services, the underlying software and its further development remain with the Provider or its licensors. No rights beyond those set out in para 1 are granted to the Customer.

§ 5 Rights in inputs and outputs (content)

(1) Content that the Customer enters or uploads into the services (“Inputs”) remains legally with the Customer. The Customer grants the Provider the right to process Inputs solely for the purpose of providing the service and, for that purpose, to transmit them to the upstream providers used (in particular AI model providers, § 14). (2) Content generated by the service (“Outputs”) may be used by the Customer for its own purposes within the framework of these Terms (in particular § 11 and § 12). The Provider gives no warranty that Outputs are eligible for copyright protection or free from third-party rights; identical or similar Outputs may also be generated for other users. (3) The Provider does not use Inputs or Outputs to train AI models. The model providers used are likewise bound — contractually or through the settings chosen by the Provider — such that Inputs and Outputs are not used to train their models.

§ 6 Prices, payment, taxes

(1) All prices are net prices plus statutory value added tax, where applicable. (2) The fee for the first billing period is payable upon ordering via the payment methods offered in the shop (payment service provider); where the contract is concluded individually, the payment method agreed there applies. (3) Subsequent periods are likewise billed via the payment service provider: if the Customer has registered a suitable payment method, the fee is collected automatically at the beginning of the respective billing period; the Customer is informed in good time in advance of the date and amount of upcoming collections. Otherwise — or if a collection fails — the Customer receives a payment request with a payment link; in that case the fee is due within 7 days without deduction. (4) For customers domiciled in another EU Member State with a confirmed valid VAT identification number, the tax liability passes to the recipient of the service (reverse charge); the invoice is issued without Austrian value added tax.

§ 7 Term, renewal, termination

(1) The contract is concluded for an indefinite period and billed in billing periods of 30 days, commencing with provision of the service, unless individually agreed otherwise. (2) The contract renews for a further billing period each time unless terminated beforehand. (3) The Customer may terminate the contract at any time without giving reasons, effective at the end of the current billing period, in particular using the termination function in the customer account. Access remains fully usable until the paid period expires. Fees already paid are not refunded on a pro rata basis. § 18 applies to the period after the end of the contract. (4) The right of either party to terminate extraordinarily for good cause remains unaffected.

§ 8 Default of payment

(1) If the Customer is in default of a payment (in particular: a collection that cannot be honoured or is charged back, a payment request not settled on time), the Provider is entitled, following a reminder and the fruitless expiry of a grace period of 7 days, to block access until payment has been made in full. The obligation to pay the fee for the current period is unaffected by the block. Chargeback costs for which the Customer is responsible may be passed on. (2) Where payment is more than 30 days in arrears, the Provider is entitled to terminate extraordinarily. (3) In the event of default, the statutory default interest for business-to-business transactions applies; the assertion of further damages caused by default and of reminder fees is reserved.

§ 9 Changes to services and prices

(1) The Provider develops the services on an ongoing basis. It is entitled to change the content of the services (including the usage allowances contained therein) and the prices with effect from the next billing period in each case. Changes are announced to the Customer before they take effect (notice within the service and/or by e-mail). (2) Billing periods already paid for and currently running are unaffected by changes. (3) If the Customer does not agree to an announced change, it may terminate the contract in accordance with § 7 para 3 effective at the end of the current period; the change then does not take effect for the Customer.

§ 10 Availability, maintenance, support

(1) The Provider performs the services with reasonable care and endeavours to achieve high availability; no particular level of availability is promised. (2) Maintenance work, further development and disruptions at upstream providers (in particular data centre, network and AI model providers) may lead to temporary restrictions. Planned maintenance is carried out outside usual business hours where possible. (3) Support is provided by e-mail to office@seonai.eu. Enquiries are dealt with within a reasonable period during usual business hours; no particular response or restoration times are promised.

§ 11 Use of the AI services, Customer’s obligations

(1) The Outputs of the services are generated by machine. Despite careful system design, they may be incorrect, incomplete or out of date. They do not constitute legal, tax or other professional advice. The Customer must check Outputs for suitability and accuracy before using them. (2) The Customer uses the services exclusively within the framework of applicable law and ensures that its Inputs do not infringe the rights of third parties. In particular, attempts to overload the systems, to circumvent security mechanisms or to use the services for unlawful content are prohibited. (3) It is further prohibited to: a) use, or allow the use of, Outputs of the services for the development, training, improvement or distillation of other AI or machine learning models; b) use the services to generate or use content that depicts real, existing persons in a deceptively realistic manner or that deceives as to the involvement, statements or actions of real persons; c) use the speech output of the services (synthetically generated voices) for advertising of any kind — in particular to produce, edit or pass on to third parties recordings of the speech output for the creation or voicing of advertising spots, advertising videos, advertising calls, promotional telephone or on-hold announcements, sponsored contributions or comparable promotional content; use of the synthetic voice as a narrator’s voice outside the services requires the prior express consent of the Provider. These restrictions also implement requirements of the model providers used by the Provider and apply for their benefit as well. (4) Where a service expressly states quantified usage allowances (e.g. image credits), these apply per billing period. Additional allowances purchased on a one-off basis (e.g. “boosters”) apply to the billing period of the associated service current at the time of purchase. Unused allowances expire at the end of the respective billing period unless the product states otherwise. (5) Otherwise, the scope of use per billing period is determined by the usage allowance assigned to the plan booked. Current consumption is displayed to the Customer on an ongoing basis within the service as a percentage. Once the allowance is exhausted (100 %), no further AI requests are possible until the beginning of the next billing period; the allowance resets when the new period begins. A change to a plan with a higher allowance is possible at any time. (6) The licence entitles one user to use the service. Passing access credentials to third parties, use of one access by several persons, and automated or script-driven queries are prohibited. (7) In the event of serious or repeated breaches of this § 11, the Provider is entitled, after an unsuccessful warning, to block access and to terminate extraordinarily. (8) The Customer keeps the contact details stored in its customer account, in particular the e-mail address, up to date. For customers with their own member administration (several user accesses under one contract), the main e-mail address of the administrator or administrators stored in the system is authoritative. Declarations by the Provider (e.g. payment requests, notices of changes) are deemed to have been received once they have been sent to the last authoritative e-mail address notified.

§ 12 Labelling of AI-generated content

(1) Image files generated by the service are labelled as AI-generated with machine-readable metadata at the time of generation (Art. 50 para 2 Regulation (EU) 2024/1689 — the “AI Act”). (2) The Customer may not remove, suppress or falsify this labelling. (3) The Customer’s statutory obligations in connection with the publication of AI-generated content (in particular disclosure and labelling obligations under Art. 50 para 4 of the AI Act) are the sole responsibility of the Customer.

§ 13 Server locations, special cases regarding models, data backup

(1) The Provider operates its systems exclusively in data centres within the European Union. The upstream providers used to perform the services and their processing locations are set out in the privacy policy. (2) At the express request of the Customer, individual AI models from providers processing outside the EU (e.g. US providers) may be incorporated. In that case the selection is made at the Customer’s instigation; the Customer bears data protection responsibility for the associated transfer of data to those providers. Para 1 remains unaffected for all other systems. (3) In the context of training courses, the Provider may make available a separate practice environment in which AI models from various providers (including providers processing outside the EU) are demonstrated. This environment serves practice purposes within the respective training course only; the Customer may not enter any personal, confidential or otherwise sensitive content there. (4) The Provider carries out regular backups of its systems (daily). These backups serve to restore system operation in the event of a fault; the Customer has no claim to the restoration of individual items of content that it has deleted itself. (5) The Customer’s duty to back up its own content (Inputs and AI-generated Outputs within the meaning of § 5) pursuant to § 17 para 4 remains unaffected.

§ 14 Upstream providers

The Provider is entitled to engage third parties to perform the services (in particular data centre, network, payment and AI model providers). § 13 para 1 (EU server locations) remains unaffected.

§ 15 No right of withdrawal

Since contracts are concluded exclusively with entrepreneurs (§ 1), there are no rights of withdrawal or cancellation under consumer protection law, in particular none under the Austrian Distance and Off-Premises Transactions Act (FAGG) or the Austrian Consumer Protection Act (KSchG).

§ 16 Warranty

The statutory warranty rules for business-to-business transactions apply. The Customer must notify defects without delay, and at the latest within 7 days of becoming aware of them, in a comprehensible form.

§ 17 Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as for personal injury. (2) The Provider is not liable for slight negligence, except in the case of personal injury. (3) Liability for lost profit, indirect damage and consequential damage is excluded unless there is intent or gross negligence. Compensation for pure financial loss is limited in amount to the sum of the fees paid by the Customer in the twelve months preceding the damaging event. (4) The Provider is liable for the loss of data only to the extent that the damage would not have been avoided even with proper data backup by the Customer in line with the state of the art; backing up its own content (Inputs and AI-generated Outputs within the meaning of § 5) is the Customer’s responsibility.

§ 18 End of contract and deletion

(1) The authorisation to use the services ends when the last billing period expires; new AI requests are no longer possible. User access remains in place in a read mode (read-only access) for a period of three months from that point: stored content remains retrievable and can be backed up by the Customer. (2) Within that period, the contract may be continued by purchasing a new licence via the online shop (under the same e-mail address); in that case the stored content is retained. (3) After the three months have expired, the user account and the content stored in it are permanently deleted. The Customer may arrange immediate permanent deletion itself at any time via its customer account in the online shop. Customers with their own member administration may request immediate permanent deletion by declaration from the administrator e-mail address on file (§ 11 para 8); the Provider obtains confirmation before carrying this out (by telephone or e-mail) and performs the deletion once that confirmation has been received. Restoration of deleted accounts and content is excluded. (4) The Provider’s statutory retention obligations (in particular for invoicing and accounting data) remain unaffected by a deletion.

§ 19 Data protection, processing on behalf of the Customer

(1) Information on the processing of personal data is contained in the privacy policy at https://www.seonai.eu/datenschutz/. (2) Insofar as the Provider processes personal data on behalf of the Customer when performing the services, the parties conclude a data processing agreement (Art. 28 GDPR); it is available for retrieval in the customer account, is also sent by e-mail on request, and becomes part of the contract upon its conclusion.

§ 20 Final provisions

(1) Austrian law applies, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods. (2) The Customer may only set off claims that are undisputed or have been established with final legal effect. The Customer has rights of retention only in respect of claims arising from the same contractual relationship. (3) The transfer of rights and obligations under the contract to third parties requires the prior consent of the Provider, which will not be unreasonably withheld. (4) Amendments and additions to the contract must be made in writing; transmission by e-mail is sufficient. This also applies to any waiver of this requirement. (5) The contractual language is German. (6) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the court with subject-matter jurisdiction at the Provider’s registered office. (7) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid one.