Terms of Service

These Terms of Service ("Terms") govern access to and use of the Arelis AI website, applications, APIs, and related services (collectively, the "Platform") provided by Arelis AI UG, Im Zollhafen 18, 3rd Floor, 50678 Cologne, Germany ("Arelis", "we", "our").

By creating an account, clicking "I agree", or otherwise using the Platform, you ("Customer", "you") agree to be bound by these Terms. If you are acting on behalf of a legal entity, you represent that you have authority to bind that entity and "Customer" refers to that entity.

These Terms apply to all paid and unpaid access unless superseded by a separate written agreement executed by Arelis (e.g., Early‑Access Agreement, Master Subscription Agreement). In case of conflict, such separate agreement prevails.

1. Business Users. The Platform is designed for business use. You confirm that you are using the Platform solely in the course of your trade, business, or profession and therefore not as a consumer under § 13 BGB or EU consumer law.
2. Minimum Age. You must be at least 18 years old.
3. Accurate Information. You must provide accurate, current, and complete information during registration and keep it up to date.
4. Credentials. You are responsible for safeguarding login credentials and any activity under your account. You must notify Arelis immediately of unauthorised use or security breach.

1. Description. The Platform enables users to integrate and orchestrate large‑language‑model (LLM) services, manage knowledge bases, and monitor AI usage with governance and compliance features.
2. Service Levels. Unless agreed otherwise in a paid subscription, Arelis provides the Platform on an "as is" and "as available" basis without specific uptime commitments.
3. Updates. Arelis may modify or discontinue features at any time. Where a change materially reduces core functionality, Arelis will provide 30 days' prior notice via the admin console or email.
4. Beta Features. Features labelled Alpha, Beta, Preview or similar are experimental, may be changed or withdrawn at any time, and are provided without warranty.

1. Licence. Subject to these Terms, Arelis grants Customer a non‑exclusive, non‑transferable, non‑sublicensable licence during the subscription term to access and use the Platform for Customer's internal business purposes.
2. Reservation of Rights. Except for the limited rights expressly granted, Arelis and its licensors retain all right, title, and interest in and to the Platform and underlying technology.

Customer shall not, and shall ensure that authorised users do not:

• reverse‑engineer, de‑compile, disassemble, or otherwise attempt to discover source code except where such restriction is prohibited by law (§ 69e UrhG);
• bypass or breach security or rate‑limit mechanisms;
• use the Platform to develop a competing product or service;
• transmit unlawful, infringing, harmful, or personal data without a lawful basis under GDPR;
• violate EU or national export controls and sanctions;
• infringe third‑party intellectual‑property rights;
• perform automated or bulk scraping of models or content without express consent.

1. Customer Content. All data, prompts, files, and outputs uploaded to or generated in the Platform by or for Customer ("Customer Content") remain Customer's property. Customer grants Arelis a worldwide licence to host, process, and reproduce Customer Content solely to provide and improve the Platform.
2. Personal Data. Where Customer Content includes "Personal Data" (Regulation (EU) 2016/679 "GDPR"), the Parties shall execute Arelis' Data Processing Agreement ("DPA"), which forms part of these Terms upon signature.
3. Security. Arelis implements state‑of‑the‑art technical and organisational measures (Art. 32 GDPR) and stores primary data in the EEA. Further details appear in the DPA and Security Overview.
4. Retention & Deletion. Upon termination Arelis will delete Customer Content within 30 days, except for backups, which will be deleted in the ordinary course of business.

1. Pricing. Fees and usage limits are set out in the applicable Order Form or price list. Except as expressly stated, all fees are exclusive of VAT.
2. Payment Terms. Invoices are due within 30 days net unless otherwise agreed. Late payments accrue default interest at nine (9) percentage points above the base rate (§ 288 BGB).
3. Usage Overage. If Customer exceeds included usage, Arelis will invoice overage at the rates in effect at the time of usage.

1. Platform IP. Arelis, its affiliates, or licensors own all IP rights in and to the Platform, including derivative works, except Customer Content.
2. Open‑Source Software. Open‑source components are licensed under their respective licences; these prevail over these Terms to the extent they conflict.
3. Feedback. Customer grants Arelis a perpetual, irrevocable, worldwide, royalty‑free licence to use, modify, and incorporate any suggestion, idea, or feedback provided, without obligation.

1. Machine‑Generated Output. Content generated by AI models may be inaccurate, incomplete, or offensive. Customer is solely responsible for verifying and validating output before use.
2. Sensitive Use Restrictions. The Platform is not certified for medical‑device, aviation, or other safety‑critical applications. Customer must not rely on model output where failure could lead to death, personal injury, or severe environmental damage.
3. EU AI Act Compliance. Arelis provides technical controls to support classification, logging, and human oversight under the forthcoming EU AI Act. Customer remains the provider or deploying entity for its own use cases and must conduct risk assessments where required.

The Platform may enable access to third‑party APIs (e.g., OpenAI, Anthropic, Google). Use of those services is subject to the providers' terms. Arelis is not liable for third‑party services and may pass through cost‑based fees.

1. Conformity. Arelis warrants that paid services will materially conform to the documentation.
2. Disclaimer. Except as expressly stated, the Platform is provided "as is", without any implied warranties (merchantability, fitness for a particular purpose, non‑infringement, or quiet enjoyment) to the maximum extent permitted by law.

1. Unlimited Liability. Nothing in these Terms limits liability for (a) death or personal injury caused by negligence, (b) intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), (c) fraudulent concealment, or (d) liability under the German Product Liability Act (Produkthaftungsgesetz).
2. Foreseeable Damages. Subject to § 12 (1), Arelis' aggregate liability, whether in contract or tort, is limited to the total fees paid by Customer in the 12 months preceding the event giving rise to the claim.
3. Indirect Loss. Arelis is not liable for loss of profits, business interruption, or indirect and consequential damages (§ 280 BGB), except where required by mandatory law.

Customer shall defend and indemnify Arelis against third‑party claims arising out of (a) Customer Content that infringes IP or violates law, or (b) use of the Platform in breach of § 5 or applicable law.

1. Suspension. Arelis may suspend access with reasonable notice for material breach, overdue payments (§ 7), or to comply with law.
2. Termination. Either party may terminate for cause with 30 days' written notice if the other materially breaches and fails to cure. Either party may terminate convenience subscriptions at the end of the current term by written notice at least 60 days in advance.
3. Effect. Upon termination all licences cease and outstanding fees become immediately due.

Arelis may amend these Terms with at least 30 days' notice. If Customer objects within that period and the parties cannot reach agreement, either party may terminate with effect from the amendment effective date; prepaid fees will be refunded pro rata.

Customer shall comply with EU, US, and other applicable export‑control and sanctions regulations and will not use the Platform in sanctioned jurisdictions or for prohibited end‑uses.

These Terms are governed by German law, excluding its conflict‑of‑laws rules and the UN CISG. Sole venue for all disputes is Cologne, Germany. Arelis is neither willing nor obliged to participate in ADR before a consumer arbitration board. The EU online‑dispute‑resolution platform is accessible at https://ec.europa.eu/consumers/odr/ (Regulation (EU) 524/2013).

• Entire Agreement. These Terms constitute the entire agreement between the Parties regarding the subject matter.
• Severability. If any provision is invalid, the remaining provisions remain effective; the invalid provision will be replaced by one that most closely reflects the original economic intent.
• Assignment. Customer may not assign rights or obligations without Arelis' prior written consent, except to an Affiliate in connection with a merger or sale of substantially all assets.
• No Waiver. Failure to enforce any provision is not a waiver of future enforcement.

Arelis AI UG
Im Zollhafen 18, 3rd Floor
50678 Cologne, Germany
Email: legal@arelis.digital
Phone: +49 178 4082174