# General Terms and Conditions for Brixovo
## SaaS Platform for Business Customers in Germany

**Version 0.2 · 26 September 2026 · DRAFT – NOT APPROVED FOR PUBLICATION**

> Editorial note, not part of the eventual contract text: This draft assumes the standard model specified in the approval sheet. Contract terms, contact address, service description, export procedures and supplementary annexes must be approved and actually provided before use. It does not confirm technical or legal operational readiness.

## 1. Provider, Scope and Definitions

1.1 The provider of the platform made available under the **Brixovo** brand is **Martin Tomczak, Holstenstraße 3d, 25560 Schenefeld, Germany**, hereinafter “Brixovo”. Website: **https://brixovo.de**. Contract and support contact: **[APPROVAL: martin@tomczak.dev]**.

1.2 These terms apply to the provision, for a fee and, where applicable, free of charge, of the software operated by Brixovo as a service over the internet. The offering is addressed exclusively to businesses entering into the contract in the course of their commercial or independent professional activities, as well as legal entities under public law and special funds under public law. Direct consumer contracts with Brixovo are not covered by this offering. The standard offering is directed at the German market; the contract language is German.

1.3 “Tenant” means Brixovo's business customer. “Subtenant” means the customer area technically assigned to a Tenant. A Subtenant may belong to a business or a consumer. “Users” are natural persons granted access within a Tenant or Subtenant area. The technical creation of an area does not in itself establish either a separate contract or an additional payment obligation.

1.4 Where a Tenant sells services to Subtenants, it acts in its own name and for its own account. These B2B General Terms and Conditions do not automatically apply to that contractual relationship. The supplementary Reseller and Stripe Terms govern only the cooperation between Brixovo and the Tenant. This distinction does not affect mandatory statutory claims.

1.5 Self-hosting, the provision of source code, customer-owned infrastructure, custom development and expressly promised service levels require separate agreements. A plan name or a general product announcement does not replace these agreements; specific binding service commitments remain authoritative.

## 2. Contract Formation, Documents and Authority to Represent

2.1 Unless expressly designated as a binding offer, product presentations and price overviews are invitations to place an order. The Tenant makes its contractual declaration by placing an order expressly designated as subject to payment or by accepting an individual offer. Brixovo accepts an order by a separate order confirmation in text form or by activation expressly communicated as acceptance of the contract. A mere acknowledgement of receipt, the creation of a trial account or a redirect from a payment service does not yet constitute acceptance of the contract.

2.2 Before placing an order, the Tenant is given the opportunity to view and save the scope of services, price, billing interval, contract term, termination conditions and incorporated documents, and to correct input errors. Brixovo provides the agreed version with the contract confirmation in a form that can be saved. The version actually agreed is authoritative; subsequent website changes do not amend existing contracts.

2.3 The person placing the order must be authorised to represent the Tenant. Brixovo may request reasonable evidence of business status and authority to represent. No blanket personal co-liability of the person placing the order is established. The statutory rules on representation without authority remain unaffected.

2.4 Individual contractual agreements take precedence. Next in order of precedence, the specific service and price agreement and expressly agreed additional terms prevail over these General Terms and Conditions. The Data Processing Agreement, including its completed annexes, takes precedence in data protection matters. For the switching process governed by it, the Provider Switching Annex takes precedence over conflicting ordinary contract term and winding-up provisions. The AI Usage Terms specify permitted use; they override neither mandatory law nor individual agreements.

2.5 Deviating terms and conditions of the Tenant become part of the contract only to the extent that Brixovo agrees to their application. Individual agreements that take precedence remain unaffected.

## 3. Subject Matter and Limits of the Services

3.1 Brixovo provides the agreed access to the platform and the functions specified in the order. Depending on the scope booked, these may include knowledge bases and document processing, AI chat and chat widgets, source connections, website and landing page creation, branding and domains, User and Subtenant administration, and analytics.

3.2 The functions, quotas, technical requirements and restrictions agreed at contract formation are authoritative. Development plans, previews, test functions and modules not yet approved are not promised services. A merely visible menu item does not extend the contract. Conflicts between the offer, order and actual provision must be resolved before contract acceptance; promised services cannot subsequently be reduced through a technical permissions matrix.

3.3 Brixovo owes the agreed technical provision, not a particular turnover, a particular search engine position, a particular advisory outcome or AI outputs that are always correct, complete and unique. This description of service limits does not affect the obligation to provide contractually compliant functionality or statutory rights in respect of defects.

3.4 Free trials end at the communicated time. They do not give rise to a paid contract without an express order preceded by information on the price and contract term. A paid service designated as a pilot is subject to the services actually agreed for it; designation as a pilot does not remove statutory rights.

## 4. Access, Permissions and Cooperation

4.1 The Tenant appoints at least one responsible administrator, keeps contract, billing and security contacts up to date, and restricts access to authorised persons. It is responsible for the role assignments and instructions it makes. Individual accounts and available appropriate security measures must be used; access credentials must not be disclosed without authorisation.

4.2 Specific indications of unauthorised access must be reported to Brixovo without undue delay. The Tenant blocks its own affected access credentials and keys to the extent it is able to do so. No strict liability for every action triggered under an account is established.

4.3 The Tenant ensures that the browser, network, domain and integration requirements specified in the service description are met within its area of responsibility. Brixovo provides timely information on material changes to these requirements. Operational, backup and security services owed by Brixovo are not transferred to the Tenant.

4.4 Support access to Tenant content takes place only to the extent necessary, for the designated purpose and in accordance with the agreed permissions and logging concept. These General Terms and Conditions do not constitute blanket consent to unrestricted content access.

## 5. Content, Knowledge Sources and Rights of Use

5.1 The Tenant may provide or connect only content, data and sources whose processing in accordance with the contract is lawful and for which the necessary rights of use or statutory authorisations exist. This applies in particular to personal data, databases, third-party websites, images and protected documents. Access protection, legally relevant reservations of use and third-party rights must not be circumvented.

5.2 The Tenant grants Brixovo the non-exclusive rights of use necessary to perform the contract, in particular for storage, technical processing, indexing, creation of search representations and output of content approved by the Tenant. The rights are limited to the contractual purpose and the necessary duration. The involvement of contractually permitted subcontractors is covered, but the independent commercial exploitation of Tenant content is not.

5.3 These General Terms and Conditions do not authorise the use of Tenant content to train generally usable AI models or for third-party advertising purposes. A different optional purpose requires a separate legally valid agreement and the necessary legal basis under data protection law. Processing by model and infrastructure partners must comply with the agreed DPA.

5.4 To the extent that rights in AI outputs arise for Brixovo and are transferable, the Tenant receives the non-exclusive rights of use, unlimited in time, necessary for the agreed use. Rights in underlying third-party content are not extended by this. No copyright protection, exclusivity or freedom from third-party rights is promised for all outputs. Content created by the Tenant remains with the Tenant.

5.5 During the contract term, the Tenant receives the non-exclusive right to use the platform within the agreed scope and to make it accessible to its authorised Users. Resale is permitted only within the agreed reseller scope. Statutory rights that cannot be waived, in particular for interoperability, remain unaffected.

## 6. AI, Publication and Third-Party Services

6.1 AI outputs may be factually incorrect, incomplete, outdated or unsuitable for a specific purpose. The Tenant establishes a review process appropriate to the intended use. Before publication or any use of legal, economic or personal significance, content and actions must be reviewed by a person authorised and qualified to do so.

6.2 Automatically created websites, texts, product information or responses must not be used without review as binding legal, tax, financial or health advice or as a binding declaration by Brixovo. The Tenant remains responsible for its own offerings and publications; Brixovo remains responsible for its own breaches of duty.

6.3 The Tenant's own third-party integrations may be subject to additional contracts, permissions and technical limits. Brixovo does not assume performance of a separate third-party contract. Where Brixovo uses a third party to fulfil its own service obligations, those obligations and statutory attribution of responsibility remain unaffected.

6.4 Branding must not obscure required details of the respective contracting party, AI notices, privacy information or security features. Domain ownership and authority to use a domain must be verifiable. Assigning a domain replaces neither the necessary DNS/TLS configuration nor approval for publication.

## 7. Fees, Quotas and Payment Processing

7.1 Fees, currency, billing interval and due dates are set out in the order. Net prices quoted to business customers are exclusive of any VAT legally due. Tax exemptions are taken into account only if their requirements are met. No performance-based fees arise without a separate agreement.

7.2 Recurring fees are invoiced in advance for the agreed billing period. The specific payment methods offered and their authorisation are communicated before the order is placed. Where Stripe is used, Stripe is the payment service provider; Brixovo remains the contracting party for the platform service. A payment authorisation applies only to the agreed claims for payment and does not replace an order for additional services.

7.3 If payment confirmation is still required, initial activation may be deferred, provided this is apparent in the ordering process. A failed paid upgrade does not, for that reason alone, withdraw the existing services already paid for. Rights arising from payment default on other grounds remain unaffected.

7.4 The quotas specified in the order apply separately according to their respective unit and reference period. An LLM token is not a widget message. Usage by authorised Subtenants may be allocated to the Tenant's expressly designated shared pool. There is no automatic billing for excess usage without an express agreement. Once a quota is exhausted, the affected quota-limited function can no longer be used until renewal or an agreed additional purchase; unaffected services remain available.

7.5 Usage overviews serve transparency. For items relevant to billing, Brixovo provides a comprehensible allocation to the contractually agreed measurement unit. Obvious measurement and billing errors are corrected; Brixovo's records do not constitute irrefutable evidence.

7.6 Invoices are made available or transmitted electronically. Where consent to another form of electronic invoice is required, the Tenant consents to its transmission; legally required structured e-invoices remain unaffected. Electronic provision does not relieve Brixovo of the obligation to provide correct invoice and tax information.

7.7 Payment default is subject to the statutory requirements and consequences. Returned direct debit charges or other third-party costs are claimed only in the amount actually incurred and legally recoverable, and where the Tenant is responsible. No flat-rate contractual penalty and no automatic assumption of all Stripe fees.

7.8 Set-off against undisputed claims or claims established by a final court decision, as well as counterclaims arising from the same contractual relationship, remains possible. Statutory rights to refuse performance and rights of retention are not excluded.

## 8. Availability, Maintenance and Changes

8.1 Brixovo provides the agreed availability and support. A particular availability rate, response time or recovery time applies only if specifically agreed. The absence of a separate SLA does not remove the obligation to provide the services in accordance with the contract.

8.2 Planned maintenance is carried out with reasonable regard for customer use and is announced in advance if significant disruption is foreseeable. Urgent measures to protect against security risks may be taken at short notice. The extent and duration of an interruption must be limited to what is necessary.

8.3 Brixovo may make changes necessary for security, error correction, compliance with binding legal requirements or adaptation to technically necessary interface changes. The agreed contractual purpose and essential service features must be preserved. A material restriction that is not already legally mandatory, or an additional fee, requires an agreement; statutory rights in the event of non-performance or defective performance and statutory termination rights remain in place.

8.4 Price changes and material contractual changes do not become binding merely through silence, continued use or an updated website. If no agreement is reached, the existing contract continues until it is effectively terminated. The right of ordinary termination may be exercised in accordance with the contract.

8.5 Force majeure does not provide a blanket exemption from all obligations. In the event of unforeseeable events that cannot be controlled despite reasonable precautions, the affected party informs the other party without undue delay, mitigates the consequences and resumes performance as soon as possible. Remuneration, liability and termination are governed by statutory provisions and the individual agreements that take precedence.

## 9. Defects and Liability

9.1 Brixovo remedies defects in the service owed in accordance with statutory provisions. The Tenant describes identified disruptions as clearly as possible and cooperates to a reasonable extent in identifying their cause. Statutory rights are not excluded solely by a delayed report; statutory rules on contributory fault remain unaffected.

9.2 To the extent that tenancy law applies to the provision of the services, strict liability for defects already present at contract formation under § 536a paragraph 1, first alternative, of the German Civil Code (BGB) is excluded. This exclusion does not apply to the cases specified in clause 9.3 or where mandatory law precludes it. Other rights in respect of defects and non-performance or defective performance remain unaffected.

9.3 Brixovo is liable without limitation in cases of intent and gross negligence, culpable injury to life, body or health, fraudulent concealment of a defect, within the scope of a guarantee assumed, and in cases of mandatory statutory liability, in particular under the German Product Liability Act. This also applies to conduct of legal representatives and vicarious agents that is attributable accordingly.

9.4 In cases of ordinary negligence, Brixovo is also liable for breach of essential contractual obligations whose fulfilment is necessary for proper performance of the contract and on whose compliance the Tenant may regularly rely. In these cases, liability is limited to damage typical of the contract and foreseeable at contract formation. Liability for ordinary negligence is otherwise excluded. Clause 9.3 remains unaffected.

9.5 Mandatory statutory rights of data subjects and statutory liability under the GDPR are not restricted. Mandatory rights of recourse within the distribution chain, in particular under § 327u BGB, are neither excluded nor restricted by these liability provisions or the Reseller Annex.

9.6 It is recommended that the Tenant make reasonable backups of its exportable, business-critical content, and this may be individually agreed. Such backups do not replace the data backup, export and recovery obligations owed by Brixovo. Data loss does not automatically result in the exclusion of claims.

## 10. Third-Party Rights and Indemnification

10.1 If a third party asserts a claim against Brixovo based on unlawful provision of content for which the Tenant is responsible or use in breach of contract for which the Tenant is responsible, the Tenant indemnifies Brixovo against justified claims and necessary reasonable legal defence costs to the extent of the Tenant's responsibility.

10.2 The indemnity does not apply to the extent that the claim is based on a breach of duty by Brixovo. Contributions by both parties must be taken into account appropriately. Administrative fines, penalties and other sanctions imposed by public authorities on Brixovo are not covered by this indemnity. No strict liability for arbitrary conduct by end users is created.

10.3 Brixovo informs the Tenant of the claim without undue delay and allows reasonable participation in the defence. Acknowledgements or settlements to the Tenant's detriment are made only with its consent, which must not be unreasonably withheld. Urgent measures to avert immediate harm remain possible; statutory duties to mitigate damage apply.

## 11. Security, Abuse and Temporary Restrictions

11.1 Where there are specific indications of a significant security threat, unlawful content or a material breach of agreed usage limits, Brixovo may temporarily restrict the affected content, access or functions to the extent necessary and proportionate. Wherever possible, only the specifically affected area is to be restricted.

11.2 The reason, required remedy and a reasonable deadline are communicated in advance unless urgency, a legal order or legitimate interests requiring protection preclude this. In urgent cases, information is provided subsequently without undue delay, to the extent legally permitted. Brixovo explains the reason, scope, duration or review date, and available remedies.

11.3 Suspension due to payment default requires a due claim, fulfilment of the statutory requirements and, as a rule, a prior specific warning with a reasonable period to remedy the default. The importance of the affected services, justified objections and effects on Subtenants must be considered. The mere status reported by a payment service provider does not replace this assessment.

11.4 Once the reason ceases to apply, Brixovo lifts the restriction without undue delay. Security measures remove neither statutory rights in respect of defects nor automatically any refund claims. Legally required data handover, data subject rights and authorised access for winding-up purposes remain possible under secure conditions.

11.5 The procedure described in the AI and Usage Annex applies to reports of unlawful content and review of moderation measures. Brixovo's statutory obligations as a service provider are not transferred to the Tenant.

## 12. Contract Term, Plan Changes and Termination

12.1 **[DRAFT PROPOSAL D-03 – approve before use]** For a monthly plan, the contract runs for an indefinite period and may be terminated by either party on one month's notice. For an expressly selected annual plan, the initial minimum term is twelve months; termination is possible on one month's notice to the end of that term. Without termination, the contract then continues for an indefinite period and may be terminated at any time on one month's notice. Payment for an annual period does not establish a new minimum commitment after the minimum term has ended; unused advance payments are refunded pro rata if the contract effectively ends earlier.

12.2 **[DRAFT PROPOSAL D-04]** Upgrades become active following express confirmation of the additional price and effective date and any required payment confirmation. In the case of an immediate plan change, the unused portion of the previous services in the current period is taken into account pro rata. Downgrades take effect at the end of the agreed current billing period unless a more favourable arrangement is agreed. The specific calculation is displayed before confirmation. This target rule may deviate from the existing local billing code and may be used only after that code has been adapted.

12.3 Notices of termination may be given in text form, in particular by email to the contract contact, or through a function provided for this purpose. Technical confirmation by a payment service provider is not an additional requirement for the effectiveness of a notice of termination received in time.

12.4 Both parties retain the right to extraordinary termination for good cause. To the extent legally required, an opportunity to remedy the situation must be given before such termination. Suspension, disconnection of a Stripe account and termination of a contract are different processes and are treated separately.

12.5 Contract termination in the event of provider switching or a deletion request under the Data Act Annex is governed primarily by that Annex. A right to switch is not postponed until the end of an annual plan.

## 13. End of Contract, Data and Subtenants

13.1 The Tenant may request the handover of its exportable data in accordance with the Provider Switching Annex. The type, format, deadlines and secure provision are governed there. Statutory retention obligations and data subject rights remain in place; they do not justify unlimited retention of all content data.

13.2 The Tenant makes timely arrangements for the orderly handling of its own Subtenant contracts. The end of its Brixovo contract does not automatically terminate those contracts or the payment orders maintained with Stripe. The Reseller Annex governs information, continued provision or winding-up, the necessary stopping of collections and refunds.

13.3 There is no automatic transfer of Subtenant contracts, payment mandates or customer data to Brixovo or another Tenant. Continued provision requires a valid contractual and data protection framework and any necessary consents.

13.4 After expiry of the relevant return and retrieval periods, data is deleted in accordance with the DPA, deletion concept and statutory obligations. Brixovo provides comprehensible information on an agreed deletion date, any remaining statutory retention and necessary restrictions.

## 14. Data Protection and Confidentiality

14.1 To the extent that Brixovo processes personal data on behalf of another party, the parties conclude the Brixovo DPA, including specific annexes, before the relevant processing begins. Depending on the end-customer business, the Tenant may be a controller or itself a processor. Roles follow the actual processing, not merely the designation in the contract.

14.2 For its own contract administration, billing and statutory obligations, Brixovo may process necessary data as an independent controller. Separate information on this is provided in the relevant privacy notices. Consent to the General Terms and Conditions is not blanket consent under data protection law.

14.3 Both parties treat non-public business, security and customer data as confidential and use it only to perform the contract or on a statutory basis. Exceptions apply to information demonstrably lawfully public, already lawfully known, independently developed or obtained from an authorised third party. Legally required disclosures must be limited to what is necessary; the other party is informed in advance to the extent permitted. Trade secrets remain protected for as long as they are secret.

## 15. Final Provisions

15.1 German law applies. Mandatory provisions of EU law remain unaffected. Where applicable, the UN Convention on Contracts for the International Sale of Goods is excluded.

15.2 Statutory places of jurisdiction apply. A separate jurisdiction agreement may be considered only where its statutory requirements are met; mere business status is not equated with merchant status under German law.

15.3 Individual agreements retain precedence even if a contractual form requirement has not been complied with. If a provision has not been effectively incorporated or is invalid, the statutory legal consequences apply. No automatic replacement by the permissible provision with the furthest-reaching economic effect is agreed.