General Terms and Conditions (GTC)

smartragents.ai — Karl Heinz Marko (sole proprietor)

Version: July 2026

Note: This English translation is provided for convenience only. The German version of these Terms is legally binding (see § 18 (4)). In case of any discrepancy, the German version prevails.

Scope and Provider
Subject Matter and Description of Services
Conclusion of Contract and Registration
Scope of Services, Availability and Maintenance
Use of AI Models and Third-Party Providers
No Training on Customer Data; Exception for Feature Requests
Customer Obligations and Permitted Use
Prices, Payment and Small-Business Regulation
Term and Termination
Data Backup and Data Return
Usage Rights and Intellectual Property
Warranty
Liability
Data Protection and Data Processing Agreements
Right of Withdrawal for Consumers
Amendments to these Terms
Dispute Resolution
Final Provisions

§ 1 Scope and Provider

(1) These General Terms and Conditions (hereinafter “Terms”) apply to all contracts concerning the use of the software-as-a-service platform smartragents.ai (available at smartragents.ai, smartragents.de and smartragents.com, hereinafter the “Platform” or the “Service”) between

Karl Heinz Marko Am Kirchle 11 86637 Binswangen, Germany E-mail: [email protected] Phone: +49 8272 6095003

(hereinafter the “Provider”) and the customer (hereinafter the “Customer”).

(2) The Provider is a sole proprietor within the meaning of Section 19 of the German VAT Act (UStG) (small-business regulation). There is no commercial register entry; no VAT identification number is held.

(3) Customers may be consumers (Section 13 of the German Civil Code, BGB) or entrepreneurs (Section 14 BGB). Where individual provisions apply to only one group, this is expressly indicated.

(4) Deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their application in text form.

§ 2 Subject Matter and Description of Services

(1) The Provider makes a cloud-based platform available to the Customer via the internet for creating, configuring and operating AI-supported software agents (“Smart Agents”) (Software as a Service).

(2) The Service includes in particular: a) provision of the Platform for use via common web browsers; b) hosting of the customer environments in isolated Docker containers on servers of the infrastructure partner Hetzner Online GmbH in a data centre within the European Union; c) connection of AI language models in accordance with § 5; d) storage of customer data on RAID-protected storage systems in accordance with § 10.

(3) The specific scope of functions, the selected service level (plan) and any usage quotas (e.g. number of agents, requests, storage space) result from the service description valid on the Provider’s website at the time of the order.

(4) The Provider renders its services with the diligence of a prudent businessperson in accordance with the current state of the art. A specific economic success of the use is not owed.

§ 3 Conclusion of Contract and Registration

(1) The presentation of the services on the website does not constitute a legally binding offer but an invitation to the Customer to submit an offer.

(2) The contract is concluded when the Customer completes the registration or ordering process and the Provider accepts the order by confirmation in text form (e.g. e-mail) or by activating the access.

(3) The Customer is obliged to provide truthful and complete information during registration and to keep it up to date.

(4) Access credentials must be treated confidentially and protected from access by third parties. The Customer shall inform the Provider without undue delay if there are indications of misuse of their account.

§ 4 Scope of Services, Availability and Maintenance

(1) The Provider aims for an availability of the Platform of 98.5 % on an annual average at the handover point (router of the data centre).

(2) Excluded from the availability calculation are periods during which the Platform is unavailable due to scheduled maintenance (where possible with prior notice and outside usual business hours), force majeure, disruptions at third-party providers (in particular external AI model providers pursuant to § 5) or other circumstances not attributable to the Provider.

(3) The Provider is entitled to further develop the Platform and to change or add functions, insofar as this is reasonable for the Customer and the purpose of the contract is not jeopardised. Material functional restrictions will be announced with reasonable notice.

§ 5 Use of AI Models and Third-Party Providers

(1) The Platform uses two types of language models to provide the AI functions:

a) Self-hosted models (Ollama): open-source language models operated via the Ollama software on the Provider’s own servers or servers rented from Hetzner. Inputs and outputs remain within the Provider’s infrastructure.

b) External models (OpenRouter): models of various third-party providers connected via the API service OpenRouter, Inc. (USA). When these models are used, the Customer’s inputs are transmitted to OpenRouter and the respectively selected model provider. Details are governed by the Privacy Policy.

(2) The Customer may — where provided for in the selected plan — influence which model category is used for their agents. If the Customer uses external models, the Customer acknowledges that the Provider has only limited influence on the availability, response behaviour and processing practices of the third-party providers.

(3) AI-generated content: outputs of AI models are generated by machines and may be inaccurate, incomplete or misleading. They do not constitute legal, tax, medical or other professional advice. The Customer is obliged to review AI outputs on their own responsibility before any use with legal or economic implications.

(4) The Provider labels AI interactions in accordance with the applicable legal requirements (in particular the transparency obligations of Regulation (EU) 2024/1689, the “AI Act”). If the Customer uses the Platform vis-à-vis their own end users, the Customer is responsible for fulfilling their own transparency and labelling obligations.

§ 6 No Training on Customer Data; Exception for Feature Requests

(1) Principle: The Provider does not use the Customer’s data, inputs (prompts), outputs or agent configurations for training, fine-tuning or otherwise improving AI models or platform-wide functions.

(2) Exception — feature requests: If the Customer actively submits a feature request, the Customer may, within the scope of that request, expressly consent to the agent data relevant for the implementation (e.g. configurations, exemplary workflows) being used in anonymised form to develop and provide the requested function as a capability (“skill”) for the entire smartragents.ai system.

(3) Anonymisation takes place before use; personal data as well as the Customer’s business and trade secrets are removed or rendered unrecognisable. It shall be ensured that no conclusions can be drawn about the Customer or the Customer’s end customers.

(4) The consent pursuant to paragraph 2 is voluntary, is obtained separately (not blanket in these Terms) and may be revoked with effect for the future. Skills already lawfully developed and anonymised remain unaffected by the revocation.

§ 7 Customer Obligations and Permitted Use

(1) The Customer undertakes to use the Platform only within the scope of applicable law and these Terms. The following in particular is prohibited: a) posting, processing or distributing unlawful content (e.g. content that violates criminal, copyright, trademark, competition or data protection law); b) using the Platform to create or distribute malware or spam or to carry out attacks on IT systems; c) actions that excessively burden the Provider’s infrastructure or endanger its security (e.g. circumventing usage quotas, penetration testing without consent); d) using the Platform for practices prohibited under the AI Act, as well as using it as the sole basis for decisions in high-risk areas without the measures prescribed there.

(2) If the Customer processes personal data of third parties via the Platform, the Customer is the data controller in this respect. In this case, the conclusion of a data processing agreement pursuant to § 14 (2) is required. The Platform is not intended for the processing of special categories of personal data (Art. 9 GDPR) via external models pursuant to § 5 (1) b), unless expressly agreed otherwise.

(3) The Customer shall indemnify the Provider against all third-party claims based on an unlawful use of the Platform by the Customer or a breach of the Customer’s obligations under this § 7, including the reasonable costs of legal defence. This does not apply insofar as the Customer is not responsible for the breach of duty.

(4) In the event of serious or repeated violations, the Provider is entitled to temporarily block access after prior notice — or without notice in the event of imminent danger — or to terminate the contract for cause.

§ 8 Prices, Payment and Small-Business Regulation

(1) The prices shown at the time of the order in accordance with the price list on the website apply.

(2) Small-business regulation: The Provider is a small business within the meaning of Section 19 UStG. In accordance with Section 19 UStG, no VAT is charged and none is shown in invoices. All stated prices are final prices.

(3) Fees for subscriptions are due in advance monthly or annually, depending on the selected billing period. Payment is made via the payment methods offered on the website credit card, SEPA direct debit and the methods offered during the checkout process via our payment service provider Stripe Payments Europe, Ltd..

(4) If the Customer is in default of payment, the Provider is entitled, after an unsuccessful reminder with a reasonable deadline, to block access until the outstanding claims have been settled. The payment obligation remains unaffected by the blocking.

(5) Price changes for ongoing subscriptions will be announced to the Customer in text form at least six weeks before they take effect. In this case, the Customer may terminate extraordinarily with effect from the date the change takes effect, up until that date; this will be pointed out in the announcement.

§ 9 Term and Termination

(1) The contract runs for an indefinite period unless a fixed billing period has been agreed, and in the case of term-based plans is extended by the selected billing period in each case unless terminated in due time.

(2) The Customer may terminate the contract with a notice period of 14 days to the end of the respective billing period; the Provider with a notice period of one month to the end of the billing period. For consumers, the statutory provisions on notice periods and the termination button (Section 312k BGB) apply; termination is possible via the “Cancel contracts here” button on the website.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) Terminations require at least text form (e.g. e-mail) or are made via the function provided for this purpose in the customer account.

§ 10 Data Backup and Data Return

(1) The Provider stores customer data on redundant, RAID-protected storage systems. RAID serves to protect against the failure of individual storage media and does not replace a data backup. In addition, the Provider creates regular backups in accordance with the service description daily, rolling 14 days.

(2) The Customer remains obliged to additionally back up business-critical data on their own responsibility, insofar as this is reasonably possible via the export functions of the Platform.

(3) After the end of the contract, the Provider will make the Customer’s data available for export in a common format for a period of 30 days. After expiry of this period, the data will be deleted unless statutory retention obligations prevent this.

§ 11 Usage Rights and Intellectual Property

(1) For the term of the contract, the Customer receives the simple, non-exclusive, non-transferable right to use the Platform for their own purposes to the agreed extent.

(2) All rights to the Platform, its software, structure and documentation remain with the Provider or its licensors. The respective open-source licences apply additionally to open-source components used.

(3) Content and data entered by the Customer remain the property or within the ownership of rights of the Customer. The Customer grants the Provider the usage rights technically required for operating the Platform (in particular storage, reproduction for backup purposes, transmission to integrated models pursuant to § 5).

(4) The Provider does not assert any rights of its own to outputs that the Customer generates with the Platform. The Customer is responsible for checking whether and to what extent third-party rights exist in AI-generated outputs or whether protective rights can be established in them.

§ 12 Warranty

(1) The statutory warranty rights apply unless otherwise provided below.

(2) The Provider does not warrant that the Platform is suitable for the specific purpose pursued by the Customer or that AI outputs are correct in content, complete or free of third-party rights (cf. § 5 (3)).

(3) Vis-à-vis entrepreneurs, strict liability for initial defects pursuant to Section 536a (1) alternative 1 BGB is excluded.

(4) Defects must be reported to the Provider in text form with a comprehensible description.

§ 13 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damages arising from injury to life, body or health, under the German Product Liability Act and to the extent of a guarantee assumed.

(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation — i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely), liability is limited to the foreseeable damage typical for the contract.

(3) In all other respects, liability for slight negligence is excluded.

(4) Vis-à-vis entrepreneurs, liability pursuant to paragraph 2 is limited in amount to the total of the fees paid by the Customer in the twelve months preceding the damaging event.

(5) The above limitations of liability also apply to the personal liability of the Provider’s vicarious agents.

(6) For the loss of data, the Provider is liable in accordance with the above paragraphs only to the extent that the damage would also have occurred with proper, regular data backup by the Customer (§ 10 (2)).

§ 14 Data Protection and Data Processing Agreements

(1) The Provider processes personal data in accordance with the Privacy Policy, available at https://smartragents.ai/privacy.

(2) Insofar as the Customer processes personal data of third parties via the Platform, the parties will conclude a data processing agreement pursuant to Art. 28 GDPR. The Provider provides a template for this purpose.

(3) The Provider uses in particular Hetzner Online GmbH (hosting, EU servers) and — only when external models are used — OpenRouter, Inc. (USA) as sub-processors. The current list of sub-processors is contained in the Privacy Policy or the data processing agreement.

§ 15 Right of Withdrawal for Consumers

(1) Consumers are entitled to a statutory right of withdrawal. The Provider’s withdrawal instructions and model withdrawal form apply, available at https://smartragents.ai/en/widerruf.

(2) In the case of a contract for the supply of digital content or services, the right of withdrawal expires before the end of the withdrawal period only under the conditions of Section 356 BGB (in particular the consumer’s express consent to early commencement and confirmation of knowledge of the expiry of the right of withdrawal).

§ 16 Amendments to these Terms

(1) The Provider may amend these Terms with effect for the future insofar as the amendment is reasonable for the Customer taking into account the interests of the Provider (e.g. in the event of changes in the law, changes in case law or extensions of the range of services) and does not affect material contractual obligations (performance and consideration).

(2) Amendments will be communicated to the Customer in text form at least six weeks before they take effect. If the Customer does not object within the period stated in the notification, the amendments are deemed accepted; this legal consequence and the right to object will be pointed out separately in the notification. In the event of an objection, either party may terminate the contract as of the date the amendment takes effect.

§ 17 Dispute Resolution

(1) The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board within the meaning of the German Consumer Dispute Resolution Act (VSBG).

(2) Note: The former EU platform for online dispute resolution (ODR platform) has been discontinued; a reference to it is no longer required.

§ 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. Vis-à-vis consumers, this choice of law applies only insofar as it does not deprive them of the protection of mandatory provisions of the state of their habitual residence.

(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider’s registered office.

(3) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

(4) The contract language is German. If these Terms are translated into other languages, the German version prevails.

smartragents.ai — Karl Heinz Marko · Am Kirchle 11, 86637 Binswangen · [email protected]