Legal Docs

Part I: Fundamentals

*This part establishes the fundamental framework, including key definitions and how agreements are formed.*

1.1. Version, Dates, and Applicability: These General Terms and Conditions ("Terms") govern the contractual relationship between itellico Internet Solutions GmbH ("itellico") and the User. The current and legally binding version of the Terms is published at Terms and Conditions.

The applicable Privacy Policy can be viewed at Privacy Policy and forms an integral part of these Terms and Conditions.

1.2. Target Audience & Supremacy of Terms:

a) itellico provides services exclusively to business entities (including corporations, partnerships, and other commercial enterprises).
b) These Terms exclusively govern the relationship. The User's general terms are not part of the agreement, even if known, unless explicitly agreed in writing by itellico. Commencing service delivery does not imply acceptance of User terms.
c) These Terms apply to all current and future Subscription Agreements and service contracts between itellico and the User. Any amendments to specific Subscription Agreements, service contracts, or orders must be confirmed in writing by itellico to be effective. The process for amending these Terms is detailed in Section 17.

2. Key Definitions

Terms: These General Terms and Conditions.
itellico: itellico Internet Solutions GmbH, Postgasse 19, 1010 Vienna, Austria, Register Number FN 128493k.
Platform: The technology platform operated by itellico enabling Users to implement and deploy AI Assistants for automated communications and workflows.
Services: Cloud-based AI assistants and related services provided through the Platform.
User: Any legal entity contracting with itellico for Services.
End Customers: Third-party customers of the User who receive Services through User's reselling or white labeling activities.
Account: User's access credentials and interface for the Services.
Subscription: User's selected service plan with specific features, limits, and fees.
Contract: The agreement between itellico and User for provision of Services.
Offer: Written offer from itellico for provision of Services.
SaaS: Software as a Service delivery model where Services are hosted by itellico and accessed via internet.
Privacy Policy: itellico's data protection policy at Privacy Policy, forming integral part of these Terms.
Inputs: All data, content, and information submitted by User to the Platform.
Outputs: All content generated by the Platform for the User.
Usage Limits: Monthly restrictions on service usage as specified in the service plan.
Overage: Usage exceedance that occurs when monthly Usage Limits are exceeded, resulting in additional fees.
Administrator Email: Primary business email for official communications from itellico.
Confidential Information: Non-public information disclosed between parties, marked confidential or confidential by nature.

3. Agreement Formation & Account Registration

3.1. Contract Formation:

a) All presentations of Subscriptions and Services on the itellico website are non-binding and serve as an invitation for the User to submit an offer.
b) The User submits a binding offer by completing the online order process.
c) A contract is formed upon itellico's acceptance of this offer, which can be given either through an explicit declaration (e.g., an order confirmation email) or by providing the service (fulfillment).
d) The User acknowledges that communications may be automated and is responsible for maintaining a functional Administrator Email.

3.2. Account Registration & Management:

a) Accessing Services requires creating an Account via online registration, using email and password and/or third-party authentication providers (e.g., Google, Apple). Registration signifies agreement to these Terms.
b) The User is exclusively responsible for administering accounts for its Authorized Users, safeguarding accounts, restricting access, mandating credential confidentiality, implementing robust security practices (including but not limited to strong authentication mechanisms), and all activities under their accounts.
c) If login confidentiality is compromised, the User must immediately secure the account (deactivate, change credentials).
d) The User must provide all necessary documents relevant to account setup and verification, such as identification, authorization, or any other documents required by itellico, in a timely manner.
e) itellico provides an Admin Portal for administrative purposes (data export, consent management, usage data).

Part II: The itellico Platform

*This part describes the itellico AI voice assistant platform, how services are delivered, and how the system is maintained and updated.*

4. Service Overview & Subscription Plans

4.1. Service Overview: itellico operates the itellico platform allowing Users to implement, configure, and deploy AI Assistants for automating customer communications and business workflows ("Services"), provided through a subscription model.

4.2. Subscription Plans & Features:

a) Users may subscribe to various Subscription Plans. Different plans may include:
Standard Use: Services provided for User's own business operations by Authorized Users.
Reselling & White Labeling: Services provided with Subaccount functionality and/or branding customization capabilities enabling User to provide Services to End Customers.
b) The User is responsible for Authorized User compliance and all usage under their accounts and Subaccounts.
c) Additional terms apply for Reselling and White Labeling as specified in Section 4.3 below.

4.3. Reselling & White Labeling: The provisions of this Section 4.3 apply additionally if the User's Subscription Plan includes reselling and/or white labeling capabilities. All reselling activities must comply with Austrian competition law and EU competition regulations.

4.3.1. Authorization Requirement: Notwithstanding the capabilities included in the Subscription Plan, User's reselling or white labeling of Services to End Customers requires itellico's prior authorization through either: (i) written consent from itellico, or (ii) activation of the respective permissions by itellico in the platform. User must obtain such authorization before commencing any activities.

4.3.2. Rights and Branding:

a) Reselling Rights: Subject to obtaining authorization, itellico grants User the right to create Subaccounts for End Customers and provide Services to End Customers in User's own name and for User's own account.
b) White Label Rights: For white labeling, itellico additionally grants User the right to offer Services under User's own branding and customize the platform interface, branding, and appearance as technically supported by the Subscription Plan.

4.3.3. End Customer Agreements: User shall enter into comprehensive, binding written agreements with End Customers regarding use of the Services ("End Customer Agreements"), with User acting as the contracting party and bearing full commercial responsibility for such relationships. End Customer Agreements must include:

i) Acceptable use provisions equivalent to those in Section 7.2 of these Terms
ii) Legal compliance obligations equivalent to those in Section 7.5 of these Terms
iii) Appropriate data protection and privacy terms
iv) Clear service descriptions and usage limitations
v) Liability and indemnification provisions protecting both User and itellico
vi) Termination procedures and data handling requirements

4.3.4. General Obligations:

a) User Responsibility: User ensures each End Customer complies with obligations equivalent to those imposed on User under these Terms. User is liable for End Customer violations as if they were User's own violations.
b) Usage Attribution: All usage by End Customers through Subaccounts counts toward User's Usage Limits. Overage is charged to User per applicable rates.
c) Pricing Freedom: User is free to set prices for End Customers in End Customer Agreements.
d) User Warranties: User is solely responsible for all representations and warranties made to End Customers regarding the Services.
e) Marketing Standards: User agrees to maintain professional standards in any marketing or promotional activities and comply with all provisions of Austrian UWG (Unfair Competition Act) and EU Directive on unfair commercial practices. User must avoid any practices that could damage itellico's reputation or violate applicable marketing regulations. Active promotion of the Services is expected but not mandatory.
f) Problem Reporting: User shall maintain open communication with itellico regarding Service performance, including timely notification of technical issues and End Customer feedback that could improve Service delivery.
g) Compliance Monitoring: User shall ensure End Customer compliance with all applicable laws and these Terms, including telemarketing, data protection, and acceptable use requirements.

4.3.5. Additional White Label Terms: For comprehensive white labeling terms, technical specifications, and brand guidelines, parties may execute a separate White Label Agreement. Such agreement supplements but does not replace these Terms.

4.4. General Reselling & White Labeling Provisions:

a) No Exclusivity: itellico grants no exclusive rights to User for reselling or white labeling.
b) Trademark and Branding Usage: User may not use itellico's trademarks, logos, or branding in any marketing materials, websites, or promotional activities without itellico's prior written consent. This includes but is not limited to displaying itellico logos, mentioning partnership status, or using itellico branding in User's marketing efforts.
c) Marketing Standards: User shall avoid deceptive, misleading, or unethical practices detrimental to itellico or the Services. User shall not make unauthorized claims about partnership, endorsement, or affiliation with itellico.
d) Feedback Sharing: User shall promptly communicate to itellico any problems, modifications, or improvements suggested by End Customers.
e) Compliance Obligations: All obligations under Section 7 (User Responsibilities & Acceptable Use) apply equally to User's reselling and white labeling activities.
f) Data Processing & Analytics Settings: For reselling and white labeling activities, User is responsible for configuring data processing and analytics settings (including those specified in Section 9.3.1) in accordance with End Customer requirements and applicable data protection laws. User must ensure appropriate consent mechanisms and opt-out capabilities are provided to End Customers where required.
g) End Customer Agreement Enforcement: User shall maintain copies of all End Customer Agreements and provide them to itellico upon request for compliance verification. Failure to maintain proper End Customer Agreements or non-compliance with the requirements specified in Section 4.3.3 may result in immediate suspension or termination of reselling or white labeling privileges.

5. Service Delivery & Availability

5.1. Service Delivery Model (SaaS):

a) Services are delivered via SaaS through the itellico platform, hosted by itellico, accessible through itellico platform.
b) The itellico platform offers AI voice assistants, utilizing various third-party providers.
c) Service performance may be influenced by underlying third-party providers.
d) Scope is per service description at contract conclusion.
e) itellico may subcontract services.

5.2. Service Quality & Service Level Commitments:

a) Standard Service Quality: itellico strives to provide reliable and high-quality services. Services are provided on an "as-is" and "as available" basis. Standard Subscription Plans operate without formal Service Level Agreement commitments, guaranteed uptime percentages, or service credits.
b) Business & Enterprise SLA: Business and Enterprise customers requiring enhanced reliability commitments can request separate Service Level Agreements with defined availability targets, response times, performance standards, and appropriate remedies. Business SLA and Enterprise SLA terms, pricing, and qualification criteria are available through itellico's dedicated sales team.
c) Service Delivery: Service provision commences upon access credential delivery. Any service issues should be reported promptly with detailed documentation to support@itellico.ai. itellico will address reported issues with commercially reasonable efforts, with resolution priority and timelines varying based on Subscription Plan.

6. Service Updates & Content Management

6.1. Service Modifications & Updates: itellico may update the itellico platform and Services for enhancement or technical/legal needs, potentially without notice. (Also see Section 17 for Terms amendments).

6.2. Content Management and Service Integrity: User acknowledges that itellico may, as part of routine Service operation and to ensure compliance, system integrity, and a positive user experience, employ automated and other measures to process, filter, adapt, or categorize User-Provided Inputs and Service-Generated Outputs. This may include, without limitation, applying rules or filters to prevent or remove content that violates these Terms or applicable law (such as illicit, harmful, or infringing materials), and to perform data anonymization where required or appropriate for service improvement and analytics as outlined in Section 9.3. itellico's right to undertake such measures does not imply an obligation to proactively monitor all content.

Part III: Use of the Services

*This part outlines user responsibilities, acceptable use policies, and how third-party integrations work.*

7. User Responsibilities & Acceptable Use

7.1. Usage Limits & Overages:

a) Subscriptions have periodic Usage Limits. Unused allowances expire at the end of each billing period and do not carry over to the next period.
b) Exceeding Usage Limits incurs Overage Fees per plan rates or Pricing. Overage may be charged in predefined increments as specified in the pricing structure.
c) Users may have options in the Admin Portal to enable/disable overage billing and/or set custom usage limits to control service access and costs.
d) itellico may curtail/suspend access for substantial overages, pending increased capacity or fee settlement.

7.2. Acceptable Use Policy: The User agrees that it will not, and will not permit any third party to, use the Services to:

a) Violate any applicable law, regulation, or third-party right (including intellectual property and privacy rights).
b) Transmit any content that is unlawful, abusive, harassing, defamatory, fraudulent, obscene, or otherwise objectionable.
c) Engage in any fraudulent activity, including phishing, scams, or other deceptive practices.
d) Introduce any viruses, malware, worms, trojans, or other malicious code into the Services.
e) Interfere with, disrupt, or compromise the security or integrity of the Services or their underlying systems and networks.
f) Attempt to gain unauthorized access to the Services, other user accounts, or any of itellico's systems.
g) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services, except as permitted by law.
h) Use any automated means, such as robots or scrapers, to access the Services or extract data, other than through officially supported APIs.
i) Resell, sublicense, lease, or otherwise make the Services available to any third party without itellico's express written permission, except as permitted by the User's Subscription Plan.
j) Use the Services in any manner that circumvents the technical limitations or Usage Limits of the platform.

Violations of this policy may result in immediate suspension or termination of the User's account.

7.3. Responsibility for User Data and AI Outputs:

a) User Data: The User is solely responsible for all data, content, and information provided to the Services ("Inputs"). The User represents and warrants that it has all necessary rights, licenses, and consents to provide the Inputs and that the Inputs do not violate any applicable laws or third-party rights. itellico assumes no responsibility for the accuracy, quality, or legality of User Inputs.
b) AI-Generated Outputs: The Services generate content based on User Inputs ("Outputs"). Outputs are generated by AI and may be inaccurate, incomplete, or objectionable. The User must independently review and validate all Outputs before any use or reliance. itellico expressly disclaims all warranties regarding Outputs, and the User assumes all risks associated with their use.
c) Indemnity: The User agrees to indemnify, defend, and hold harmless itellico and its affiliates from and against any and all claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising from or related to: (i) the User's Inputs, or (ii) the User's use and distribution of Outputs generated by the Services.

7.4. Enhanced Security Obligations:

a) User is exclusively responsible for administering accounts for Authorized Users, including providing access only to authorized personnel and restricting unauthorized access.
b) User must implement and maintain reasonable security measures to protect Account access. itellico provides multi-factor authentication (MFA) and it is strongly recommended to enable this feature for enhanced security.
c) User shall ensure all Authorized Users maintain credential confidentiality and are prohibited from sharing login credentials with any third parties.
d) User shall ensure all Authorized Users receive appropriate security training and follow established security protocols.
e) User is responsible for all activities that occur under their Account and Subaccounts, whether authorized or unauthorized.
f) If User becomes aware that Account security has been compromised, User must immediately take steps to secure the Account (including deactivating compromised accounts and changing credentials) and notify itellico promptly.
g) User must promptly report any suspected security incidents, unauthorized access attempts, or policy violations to itellico.

7.5. Legal Compliance: User ensures all communications via Services comply with applicable laws, including GDPR, ePrivacy Directive, and national telecommunications laws (UWG, TKG, DSG):

a) Lawful use only * no threatening, abusive, defamatory, deceptive, fraudulent, or privacy-invasive activities.
b) Call recording * User provides clear notice and obtains necessary consents before recording communications.
c) AI disclosure * User indicates the use of AI at call beginning when required by law or good practice.
d) Cold calling * User complies with calling prohibitions and consent requirements under applicable laws.
e) Voice rights * User warrants rights to all voices, music, content, and personality representations used.
f) Time restrictions * User observes reasonable calling hours and local business customs.
g) Documentation * User maintains records of consents and compliance measures for required periods (typically 3+ years), available to itellico upon request.
h) Audit cooperation * User cooperates with itellico compliance audits and provides necessary documentation.

Violations may result in immediate suspension or termination and trigger indemnification obligations.

7.6. Third-Party Complaints: User manages all third-party complaints arising from Service use. itellico forwards relevant complaints to User for prompt resolution and User cooperation.

8. Third-Party Services & Integrations

8.1. Third-Party Integrations: Services may allow connection to and use of external services, applications, or data sources not provided by itellico ("Third-Party Services"). Availability of these integrations is not guaranteed and may change.

8.2. User's Sole Responsibility: User's interaction with Third-Party Service is solely between User and provider. User is exclusively responsible for:

a) Complying with provider's terms, conditions, policies.
b) Securing all rights, licenses, permissions for use/integration (including data exchanged).
c) Fees/charges for Third-Party Services.
d) Accuracy, legality, appropriateness of data/content to/from Third-Party Services.

8.3. Disclaimer of Endorsement and Liability: While itellico enables Third-Party Service integrations, itellico does not endorse any specific Third-Party Services and assumes no liability or responsibility for their content, functionality, security, availability, or transactions. Use of Third-Party Services is at User's own risk. itellico disclaims liability for damages/losses from use/reliance on Third-Party Services.

8.4. Data Exchange: If the User enables integration, the User authorizes itellico to exchange data (Inputs/Outputs) with the service on the User's behalf, per User configurations. itellico is not responsible for Third-Party Service data privacy or security.

8.5. Terms Hierarchy: Where Third-Party Services have their own terms and conditions, and such terms conflict with these Terms, these Terms shall take precedence in governing the relationship between itellico and User. However, User remains bound by Third-Party Service terms in their direct relationship with such providers.

8.6. Discontinuation: itellico may suspend, disable, or remove integrations with Third-Party Services at its sole discretion, without liability (e.g., provider changes, security, legal).

Part IV: Intellectual Property, Data & Confidentiality

*This part covers intellectual property rights, data protection obligations, confidentiality requirements, and mutual loyalty provisions.*

9. Intellectual Property Rights

9.1. Ownership of Services: itellico and its licensors are the owners of all copyrights, patent rights, trademark rights, trade secrets, and other industrial property rights in and to the Services, the underlying platform, software, algorithms, and documentation ("itellico IP"). This Agreement does not grant the User any ownership rights in the itellico IP.

9.1.1. Non-Exclusive License: Subject to the terms of this Agreement, itellico grants the User a non-exclusive, non-transferable, non-sublicensable license to access and use the Services for its internal business purposes during the subscription term. This is the only license granted, and no other rights are granted by implication, estoppel, or otherwise.

9.1.2. Restrictions: The User agrees not to challenge itellico's intellectual property rights or assist others in doing so. The User shall not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any part of the Services or documentation.

9.1.3. Joint Development and Collaborative Work: Should new works, developments, or intellectual property rights arise from joint activities between the parties that are predominantly carried out or funded by itellico, itellico shall have unrestricted, exclusive copyrights and exploitation rights, without temporal, geographical, or subject matter limitations, and without compensation to the User. This includes, but is not limited to, customizations, enhancements, integrations, or derivative works created collaboratively where itellico provides substantial resources, expertise, or investment.

9.2. Usage Rights for Service Operations: For the term of this Agreement, User grants itellico the necessary usage rights to User-provided Inputs as necessary to fulfill itellico's service obligations, deliver the contracted Services, and enable integration with approved third-party applications. This grant of rights is limited to service delivery purposes and does not transfer to itellico any copyrights or broader exploitation rights beyond operational requirements.

9.3. Usage Rights for Service Improvement: To help operate, maintain, and improve the quality of the platform and AI models, the User grants itellico perpetual, worldwide, non-exclusive, royalty-free usage and exploitation rights to reproduce, process, and create derivative works from Inputs, Outputs, and associated communication data (including call recordings and transcripts). All data used for these purposes will be handled in accordance with the Privacy Policy and the DPA referenced in Section 10.1. Where commercially feasible, itellico will employ anonymization or aggregation techniques to protect privacy.

9.3.1. User Controls for AI Training: The User acknowledges that a core component of the Services involves AI model training. Call recordings and transcripts are used by default to enhance features like voice recognition and conversation analytics. The User may have the ability to opt out of having their data used for AI model training via settings in their Admin Portal, subject to the terms of their Subscription Plan.

9.4. Ownership of Inputs and Outputs:

a) User owns original Inputs; itellico claims no ownership.
b) AI-Generated Outputs: Outputs are generated by AI models and may contain elements from training data, voice models, and other content in which neither itellico nor User owns proprietary rights. User receives a non-exclusive license to use the Outputs generated for them for their business purposes, but itellico does not transfer ownership rights or copyrights in such Outputs. User acknowledges that AI-generated content may not be subject to copyright protection and that User cannot claim exclusive rights to such Outputs.

9.5. User Suggestions and Feedback: When User provides suggestions, recommendations, or other feedback regarding the Services or platform ("Feedback"), User agrees that itellico may freely utilize such Feedback for any business purpose without restriction, confidentiality obligations, or compensation to User. User hereby transfers all copyrights and exploitation rights in such Feedback to itellico on a perpetual, irrevocable, royalty-free basis worldwide.

9.6. Third-Party Intellectual Property Rights: User acknowledges that third-party applications, services, and materials are the property of respective providers. All intellectual property rights remain with them. This Agreement grants no third-party intellectual property rights beyond necessary use with the Services and in accordance with third-party terms.

10. Data Protection & Processing

10.1. Personal Data Processing: itellico may process personal data in various ways, including but not limited to:

a) personal data contained in User-provided Inputs;
b) personal data collected by AI Assistants during interactions with individuals;
c) personal data generated through Service operations; and
d) any other personal data processed through the platform's functionalities.

All processing of personal data by itellico is subject to itellico's comprehensive Data Processing Agreement (DPA) which governs processor obligations, technical safeguards, data retention, and compliance measures under GDPR. The DPA at Data Processing Agreement applies and forms an integral part of these Terms. The User acknowledges that the scope and nature of personal data processing may vary depending on how the User configures and uses the Services.

10.2. Collection and Use of Contact Data of the User Administrator: Upon initial consent to Terms by User's responsible contact/admin, itellico collects name and Administrator Email. Processes as controller (GDPR) for:

a) Necessary operational communication for service provision/admin (account info).
b) Fulfillment of legal obligations (esp. DPA).
c) Sending security-relevant Service info (vulnerabilities, updates).
d) Notifications of significant regulatory changes affecting Services.
e) Sending "Partner & Security Newsletter" (security, compliance, and service updates for reselling and white-label partners).

11. Confidentiality Obligations

11.1. Protection of Confidential Information: Each party agrees to maintain in strict confidence all Confidential Information (as defined in Section 2) received from the other party, using such information solely for purposes of this Agreement. Each party will exercise at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than the care of a prudent businessperson.

11.2. Permitted Disclosures: A party may disclose the other party's Confidential Information only to its employees, contractors, and professional advisors (attorneys, tax advisors, auditors) who need such information for proper performance under this Agreement and who are bound by professional secrecy obligations or have entered into appropriate confidentiality commitments. Disclosures required by law or regulatory order are permitted, provided the affected party is promptly notified to enable legal protection measures.

11.3. Exceptions to Confidentiality Obligations: The confidentiality obligations do not apply to information that the receiving party can demonstrably show: (a) was already publicly available prior to disclosure; (b) was rightfully known by the receiving party prior to disclosure without breach of any confidentiality obligation; (c) becomes publicly known after disclosure through no fault of the receiving party; or (d) was independently developed by the receiving party without use of or reference to the Confidential Information.

11.4. Return and Survival of Obligations: Upon termination of this Agreement, each party is obligated, upon request, to promptly return or demonstrably destroy all documents, records, and materials containing the other party's Confidential Information, except where legal or regulatory retention requirements apply. The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

12. Mutual Loyalty & Employee Protection

12.1. Mutual Loyalty Obligation: The contracting parties commit to mutual loyalty and fair dealing throughout the duration of this Agreement and for a period of twelve (12) months following its termination or expiration.

12.2. Employee Non-Solicitation: Neither party shall, directly or indirectly through third parties, solicit, recruit, hire, or attempt to hire any employee, contractor, or consultant of the other party who has been involved in the performance, implementation, or delivery of Services under this Agreement. This restriction applies during the term of the Agreement and for twelve (12) months after its termination or expiration.

12.3. Penalty for Breach: Any party that violates the employee non-solicitation provision in Section 12.2 shall pay the other party liquidated damages equal to one (1) full year's gross salary and benefits of the solicited employee, calculated based on their compensation at the time of solicitation. This penalty is in addition to any other legal remedies available to the injured party.

12.4. Exceptions: The restrictions in Section 12.2 do not apply to:

a) General advertisements or job postings not specifically targeting the other party's employees;
b) Employees who independently apply for positions without solicitation;
c) Employees whose employment was terminated by their employer prior to any contact; or
d) Situations where the other party provides written consent to the solicitation.

Part V: Commercial Terms

*This part covers all commercial aspects including pricing, payment terms, subscription management, and billing procedures.*

13. Fees, Payment & Billing

13.1. Basic Fee Structure:

a) Subscription Fees: User pays Subscription Fees per Offer or pricing page, plus additional fees for overages and professional services.
b) Payment Methods: itellico offers various payment methods. User authorizes charging for all fees and taxes, maintains accurate billing information, and must ensure availability of alternative payment methods if primary method fails. Where third-party payment processors are utilized, their respective terms and conditions apply supplementary to these Terms.
c) Billing Terms: Subscription Fees billed in advance. Overage fees are charged at the end of the billing period, and may also be charged during the period when predefined usage thresholds are exceeded. Invoices delivered electronically and due upon receipt without deduction. Liability continues for entire billing cycle regardless of usage.
d) Failed Payments: If payment fails, itellico will attempt collection through automated retries. User must update payment information promptly. Continued access during retry period is at itellico's discretion. Persistent payment failure may result in service suspension per Section 18.3.

13.2. Payment Processing:

a) Late Payments: Overdue amounts incur interest at a rate of 1.0% per month (12% per annum) from the due date until payment is received in full. itellico will provide written notice of overdue payment before imposing interest charges. Persistent default exceeding fifteen (15) business days after written notice may result in service suspension, and default exceeding thirty (30) days may lead to termination for cause under Section 18.2.
b) Taxes: Fees exclude taxes (VAT, sales tax, etc.). User responsible for all taxes unless valid exemption provided. itellico responsible for its own income/property taxes.

13.3. Fee Adjustments:

a) CPI-Based: Annual Consumer Price Index adjustment (Austrian CPI). If >3%, full adjustment; if ≤3%, max 3%. Effective next term with 3 months' notice.
b) Other Adjustments: For service enhancement or cost changes, 3 months' notice required.
c) Comprehensive Cost Adjustments: itellico may adjust fees for labor, material, third-party, tax, or regulatory cost increases. If total increase exceeds 15% of previous fees, User may terminate within 30 days of notice.
d) Objection Rights: User may terminate per Section 18.1 for non-CPI increases.

13.4. Credit & Billing Management:

a) Credit System: For consumption-dependent services, itellico may implement a credit system where User must maintain a positive balance with auto top-up functionality.
b) Retention of Title: All delivered services remain itellico property until full payment, securing payment obligations.
c) Payment Disputes: Invoice disputes must be notified within 1 month with reasons, otherwise accepted. No withholding for alleged incomplete performance unless undisputed. Offsetting limited to undisputed counterclaims.
d) Service Access: Conditional on timely payment. Non-payment may result in suspension or termination.

14. Subscription Term, Renewals & Trials

14.1. Contract Duration and Renewal: The Agreement has an Initial Term as specified in the order/Subscription. Unless terminated per Section 18, it automatically renews for successive periods of the same duration as the Initial Term (e.g., if the Initial Term is one year with annual billing, each renewal is also for one year).

14.2. Trial Period Terms & Termination:

a) itellico may offer a Trial Period (duration, features, limits per offer or Pricing / Preise). Services are provided free or at a reduced rate; these Terms apply fully.
b) Unless User terminates per Section 18.1 before Trial ends, trial auto-converts to paid Subscription (plan selected/specified at trial start, then-current fees). Usage may have specific limits.
c) itellico may modify/withdraw Trial offer anytime (subject to active trials).
d) Users on Trial may terminate the Agreement per Section 18.1 before Trial end.

14.3. Subscription Changes:

a) Upgrades: User may upgrade to higher-tier plan at any time. Upgrade takes effect immediately with pro-rated billing adjustment.
b) Downgrades: User may request a downgrade at any time with reasonable advance notice, but the downgrade takes effect only at the end of the current billing period.
c) Billing Frequency Changes: Monthly to annual billing changes may be made at any time with pro-rated adjustment. Annual to monthly billing changes take effect only after the current annual period ends, subject to applicable notice requirements.
d) Plan Modifications: All subscription changes require confirmation through Admin Portal or written notice to itellico.

Part VI: Addressing Issues & Limitations

*This part addresses warranties, liability limitations, and how disputes and issues that may arise are handled.*

15. Warranties & Service Disclaimers

15.1. Service Conformity: itellico warrants that the Services will perform substantially in accordance with the applicable service description and documentation during the Agreement term. A "Defect" is defined as a reproducible failure to conform to this standard. This constitutes the primary basis for claims under statutory warranty.

15.2. Warranty Limitations: The statutory warranty provisions of Austrian law apply, subject to the modifications in this Section 15. itellico's liability for defects based on strict liability without fault (verschuldensunabhängige Haftung) is excluded to the extent permitted by law.

15.3. User's Duty to Inspect and Notify: The User, as a business entity, is obligated to inspect the Services for any defects immediately upon provision or access. Any defects discovered must be reported to itellico in writing (email to support@itellico.ai is sufficient) without undue delay, and in any case within fourteen (14) calendar days of discovery. The notification must include a detailed description of the defect to allow for reproduction and diagnosis. Hidden defects must be reported in the same manner immediately upon discovery. Failure to provide timely notification of a defect may result in the User losing their rights to warranty claims, damages, and other remedies related to that defect, in accordance with § 377 of the Austrian Commercial Code (UGB).

15.4. Defect Reporting and Remedy: The User must notify itellico in writing of any alleged Defect promptly, providing sufficient detail for diagnosis. itellico's sole obligation and the User's exclusive remedy under this warranty is for itellico to use commercially reasonable efforts to correct the Defect or provide a viable workaround. Remedy under warranty (correction or replacement) takes precedence over any rights to price reduction or contract rescission.

15.5. Exclusions: The warranty does not cover issues arising from:

a) User misuse, unauthorized modifications, or operation in unapproved environments;
b) Third-party products, services, or data not provided by itellico;
c) The inherent nature of AI-generated Outputs, for which correctness and suitability are not guaranteed;
d) Circumstances beyond itellico's reasonable control (force majeure).

15.6. Warranty Period: For ongoing SaaS Services, the warranty in Section 15.1 applies throughout the duration of the active subscription term. To be considered valid, notifications must be submitted via support@itellico.ai, with sufficient detail for diagnosis and reproduction, and in accordance with the timelines specified in Section 15.3.

15.7. User Cooperation: The User agrees to reasonably cooperate with itellico in the diagnosis and verification of alleged Defects. This includes providing access to their computer system, software, logs, and data during normal business hours at no cost to itellico, as necessary to reproduce and investigate the Defect.

15.8. Remedy and Costs: For justified defect claims, defects will be remedied within a reasonable timeframe, provided the User enables all necessary measures for investigation and resolution. For unjustified claims where no warranty case exists, the costs incurred by itellico will be charged at its standard rates.

16. Limitation of Liability & Indemnification

16.1. Liability Limitations:

a) Scope of Liability: itellico's liability is limited in accordance with mandatory provisions of Austrian law to damages caused by its own intent or gross negligence. Liability for damages caused by ordinary negligence is excluded. These limitations do not apply to cases of personal injury or mandatory statutory liability provisions.

b) Liability Cap: To the extent permitted by law, itellico's total aggregate liability for all claims arising out of or in connection with this Agreement per damage event and contract year, regardless of the legal grounds (whether in contract, tort, or otherwise), shall be limited to the amount that the User paid to itellico for the affected Services in the six (6) months immediately preceding the damage-causing event. This limitation applies to damages caused by gross negligence, but does not apply in cases of intent or personal injury.

c) Consequential Damages: To the maximum extent permitted by law, itellico shall not be liable for any indirect or consequential damages, including but not limited to lost profits, loss of revenue, or loss of data, even if such damages were foreseeable.

d) AI-Generated Outputs: itellico assumes no liability for the correctness, completeness, or suitability of Outputs generated by the Services. The User is solely responsible for verifying and validating all Outputs before use and accepts all risks associated therewith.

e) Unaffected Liability: The foregoing limitations of liability shall not apply in cases of mandatory statutory liability, in particular liability under the Austrian Product Liability Act (Produkthaftungsgesetz) or for any express guarantees (Garantiezusagen) made by itellico.

f) Enterprise SLA Customers: For Enterprise customers with a separately executed Service Level Agreement, the liability provisions of that SLA shall take precedence over this Section 16.1.

16.2. User Indemnification: User indemnifies itellico against third-party claims (including claims from itellico's sub-processors and service providers) arising from: (a) User's Inputs/Outputs or their use; (b) User's Service use; or (c) User's breach of responsibilities, unless claims result from itellico's intentional misconduct or gross negligence. Indemnification includes reasonable legal defense costs.

Part VII: Changes, Disputes, & Ending the Relationship

*This part covers how terms can be changed, how disputes are resolved, and procedures for ending the contractual relationship.*

17. Changes to Terms or Services

itellico reserves the right to modify these Terms at any time to adapt to changing legal, technical, or economic conditions. itellico will notify the User of any material changes via the Administrator Email or a prominent notice within the Admin Portal at least thirty (30) days before the changes take effect.

The notification will highlight the proposed modifications. If the User does not agree with the changes, their sole remedy is to terminate the Agreement in accordance with Section 18 before the effective date of the new terms. The User's continued use of the Services after the effective date will be deemed acceptance of the amended Terms.

Changes required by mandatory law or to address an urgent security vulnerability may take effect immediately, and itellico will inform Users as soon as reasonably possible.

18. Service Suspension & Agreement Termination

18.1. Termination by User: The User may terminate the Agreement according to the terms of their Subscription Plan:

a) Annual Subscription Plans: For subscriptions with an annual billing cycle, the User must provide written termination notice at least three (3) months prior to the end of the current annual term. If notice is not provided within this timeframe, the subscription will automatically renew for another year.
b) Monthly Subscription Plans: For subscriptions with a monthly billing cycle, the User may cancel their subscription at any time. The cancellation will take effect at the end of the current billing period, and the User will not be charged for the subsequent month.

Written notice via email is sufficient. This section governs termination by the User; termination rights for cause remain as defined in Section 18.2.

18.2. Termination for Cause:

a) Either party may terminate this Agreement for cause upon written notice if the other party:

i. materially breaches this Agreement and fails to cure that breach within thirty (30) days of receiving the notice; or
ii. ceases its business operations, becomes insolvent, or becomes the subject of any bankruptcy, liquidation, or similar proceeding.

b) itellico may also terminate this Agreement immediately and without a cure period if the User commits a serious violation of critical obligations, including but not limited to those in Section 7 (Acceptable Use), Section 9 (Intellectual Property Rights), or payment obligations as specified in Section 13.2.a.
c) In any situation giving itellico the right to terminate, itellico may, at its sole discretion, choose to suspend the User's access to the Services as an alternative to termination.

18.3. Service Suspension:

a) itellico may temporarily interrupt/suspend access without prior notice if:
i) immediate action for security/abuse prevention,
ii) usage indicates potential violations of Section 7.2 (Acceptable Use Policy) or Section 7 (User Responsibilities),
iii) content violations or unlawful content,
iv) data protection law violations (GDPR),
v) maintenance/emergency interventions. Reasonable efforts for advance notice and minimizing disruption.
b) If suspension attributable to User, resumption may occur at itellico's discretion after User pays resumption costs and reason eliminated. Suspension doesn't release from fee payment.
c) Suspension for security threats: if User's use breaches terms threatening security/stability/availability, itellico may suspend immediately. Commercially reasonable efforts for prior notice/rectification, unless severity needs immediate action.

18.4. Consequences of Termination (General): Upon termination/expiration:

a) All User rights/licenses terminate; User ceases Service use.
b) Each party, on request, returns/destroys other's Confidential Information (subject to legal retention/backup protocols and Section 11 on Confidentiality Obligations).

19. Consequences of Termination & Data Handling

19.1. Data Portability, Deletion, and Post-Termination Data Access: Upon termination or expiration of the Agreement for any reason, itellico is no longer obligated to provide the Services or maintain User data. User is expressly informed and acknowledges that itellico is entitled to delete all Inputs, Outputs, and other data associated with the User's Account that may be stored or held by itellico, unless otherwise prohibited by mandatory applicable law.

For a period of ninety (90) days following termination/expiration (provided the User has no outstanding payments due to itellico), itellico will, upon User's request, provide the User with the capability to export their Inputs and Outputs as defined in Section 9.4, using itellico's standard data export functionalities available at that time. The timely retrieval and backup of all such data before the expiry of this 90-day period is the sole and exclusive responsibility of the User.

The User explicitly acknowledges that they have no claim to receive any of itellico's proprietary software or tools that might have been used to process or manage the data within the Services. Consequently, exported data may require other compatible software for access or use, and itellico makes no representation or warranty regarding the usability, format, or full functional compatibility of exported data with non-itellico systems. itellico shall have no liability for the User's inability to access, process, or fully utilize exported data outside of the Services.

After this 90-day period, itellico is obligated to irrevocably delete all such data from its systems in accordance with the Data Processing Agreement. The User can derive no claims against itellico from the deletion of data in accordance with this section.

20. Governing Law & Dispute Resolution

20.1. Governing Law: Substantive Austrian law applies (excluding conflict-of-law rules, renvoi, and the UN Convention on Contracts for the International Sale of Goods). For all disputes arising from or in connection with the business relationship (including the validity of the jurisdiction agreement), the parties agree that the competent court at itellico's seat has exclusive jurisdiction.

20.2. Alternative Dispute Resolution:

a) Mandatory Mediation: Before initiating court proceedings, parties shall attempt good faith resolution through mediation administered by the Vienna International Arbitral Centre (VIAC) or another mutually acceptable mediation service. Either party may initiate mediation by written notice.
b) Mediation Process: Mediation shall commence within 60 days of written notice and conclude within 90 days unless extended by mutual agreement. Mediation costs shall be shared equally unless otherwise agreed.
c) Arbitration Option: If mediation fails to resolve the dispute within the specified timeframe, parties may agree to binding arbitration under VIAC Arbitration Rules, with proceedings conducted in Vienna, Austria, in English or German language.
d) Court Proceedings: If alternative dispute resolution is unsuccessful or not agreed upon, parties may proceed to court litigation under Section 20.1.

Part VIII: General Legal Provisions

*This part contains general legal provisions, final clauses, and administrative requirements that apply throughout the agreement.*

21. Final Clauses

21.1. Notice and Takedown:

a) Reporting: Users or third parties may report unlawful content, policy violations, or intellectual property infringement via privacy@itellico.ai with detailed description and supporting evidence.
b) Review Process: itellico reviews notifications promptly and renders decisions regarding reported content objectively and impartially. If content is determined unlawful or violates these Terms, itellico will remove such content immediately.
c) User Notification: Upon receipt of complaints, itellico will notify affected Users of the complaint and decision without undue delay, including information about itellico's internal complaint-handling system.
d) Appeal Process: Users may lodge complaints against itellico's decisions via privacy@itellico.ai within 6 months of receiving the decision. If complaints present sufficient grounds, itellico will reverse its decision and restore content if appropriate.
e) Repeat Violations: Users who repeatedly violate these Terms may be subject to permanent suspension or termination.

21.2. General Provisions: All agreements require written form. Oral statements need written confirmation.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the parties agree to replace such provision with a valid provision that most closely reflects the original intent and economic effect of the invalid provision. The remaining provisions shall remain in full force and effect. If the invalid provision cannot be reasonably replaced, the parties will negotiate in good faith to amend the Agreement to preserve its essential purpose.

21.3. Unforeseeable Circumstances: If either party cannot fulfill its contractual duties due to extraordinary circumstances beyond its reasonable control and influence, such party is relieved from performance obligations during the duration of such impediment. Such circumstances include, without limitation: natural catastrophes, extreme weather events, fires; military conflicts, terrorist attacks, civil unrest; governmental decrees, regulatory changes; health emergencies, quarantine measures; industrial action, labor disputes; cyber incidents, technology infrastructure failures; and similar uncontrollable events recognized under applicable law. The impacted party must promptly inform the other party and take reasonable measures to minimize consequences. Normal performance resumes once the impediment ends.

21.4. Communications:

To User: Notices effective when sent to Administrator Email or posted in Admin Portal.
To itellico: Notices effective when sent via email to support@itellico.ai. For formal terminations and legal disputes, notices effective only upon receipt at registered office via certified mail.

21.5. Assignment: Neither party may transfer, assign, or delegate any rights, obligations, or interests under this Agreement to any third party without the express prior written consent of the other party. Any attempted transfer without such consent shall be void and of no effect.

21.6. Export Control: Services and technology provided by itellico may be subject to export control laws and regulations of Austria, the European Union, and other applicable jurisdictions. User agrees to comply with all applicable export control laws and shall not export, re-export, or transfer Services or technology, directly or indirectly, to any prohibited countries, entities, or individuals without proper authorization. User represents that it is not located in, or a national of, any country subject to embargo or export restrictions.

21.7. Digital Services Act: Contact support@itellico.ai for Digital Services Act inquiries (German/English accepted).

21.8. Survival: Provisions intended to survive termination remain effective (IP, Liability, Data Protection, Confidentiality, Final Provisions, payment obligations).

21.9. Contact Information: For support, legal, or business inquiries, contact support@itellico.ai or visit the itellico website contact page and Admin Portal for current contact information and response time expectations.