Terms of Service
These Terms of Service (the "Terms") govern the provision of the Services by Causa Prima Germany GmbH, a limited liability company incorporated under the laws of Germany, registered with the commercial register of the Local Court (Amtsgericht) of Berlin-Charlottenburg under HRB 286382 B, with registered seat in Berlin ("Causa Prima"), to the customer that accepts these Terms by electronic acceptance at signup (for example, by clicking "I agree") (the "Customer").
Each a "Party" and together the "Parties".
These Terms are standard terms that are not personalised per deal. The "Services" are those Causa Prima makes available to the Customer on the applicable product surface. These Terms and the Data Processing Agreement (Annex 1, the "DPA") together form the agreement between the Parties for the provision of the Services. Any fees, subscription scope, term or service levels are agreed separately between the Parties; absent such agreement, the Services are provided free of charge.
The Services are provided to businesses only. By accepting these Terms, the Customer confirms that it acts as an entrepreneur (Unternehmer within the meaning of §14 BGB) and not as a consumer.
1. Services
1.1 Causa Prima grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer's internal business purposes and in accordance with the documentation and reasonable use instructions made available by Causa Prima.
1.2 Customer may authorise employees and contractors acting on its behalf to use the Services ("Users"). Customer is responsible for Users' compliance with these Terms. Customer keeps its access credentials confidential and is responsible for activities carried out through its account.
1.3 Customer will not (a) reverse-engineer, decompile or attempt to derive the source code of the Services, except to the extent such restriction is prohibited by law, (b) resell, sublicense or make the Services available to any third party, (c) use the Services to build a competing product, (d) circumvent usage limits or access controls, (e) use the Services in violation of applicable law or third-party rights, (f) submit special categories of personal data (Article 9 GDPR) to the Services, (g) gain or attempt to gain unauthorised access to the Services, their systems or other users' data, (h) scrape, overload or otherwise impair the operation or integrity of the Services, or (i) submit content that is unlawful, harmful, infringing, deceptive or misleading.
1.4 Suspension. Causa Prima may suspend the Customer's or a User's access to the Services, in whole or in part, where reasonably necessary to (a) address a material security risk or an ongoing breach of §1.3, (b) comply with a legal requirement or binding order, or (c) prevent material harm to the Services or to other customers. Causa Prima will limit any suspension to what is necessary, give the Customer notice where practicable (and otherwise without undue delay afterwards), and restore access promptly once the cause is resolved. Suspension for non-payment is governed by §3.3.
2. Term and termination
2.1 These Terms take effect when the Customer first accepts them, or when the Parties first sign an agreement incorporating them (the "Effective Date"), and continue in force until terminated in accordance with this §2.
2.2 Either Party may terminate these Terms with immediate effect by written notice if the other Party materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice describing the breach.
2.3 Either Party may terminate these Terms with immediate effect by written notice if the other Party becomes insolvent, files for insolvency, or has insolvency proceedings instituted against it that are not dismissed within sixty (60) days.
2.4 On termination or expiry of these Terms, (a) Customer's right to access the Services ends, (b) Customer remains liable for any fees accrued before termination, (c) Causa Prima will delete or return Customer Data in accordance with the DPA, and (d) clauses that by their nature survive termination remain in effect (including §4, §5, §6, §7, §9, §10, §11 and §13).
2.5 Either Party may terminate these Terms at any time for convenience on 30 days' notice in text form, or with effect from the end of the then-current billing period where one applies. Customer is responsible for exporting its data before termination takes effect.
3. Fees, invoicing and taxes
3.1 Where the Parties have separately agreed fees for the Services, Customer pays those fees in accordance with the agreed billing cadence and payment terms. Absent such agreement, the Services are provided free of charge.
3.2 All amounts are exclusive of VAT and other applicable taxes, which are added to invoices at the rate in force on the date of supply. Customer is responsible for any withholding taxes; if Customer is required to withhold, Customer will pay the additional amount necessary so that Causa Prima receives the net amount it would have received absent the withholding.
3.3 Invoices not disputed in good faith within fifteen (15) days of receipt are deemed accepted. Undisputed overdue invoices bear default interest at the statutory rate under §288 BGB. Causa Prima may suspend the Services if undisputed fees remain unpaid for more than thirty (30) days after written reminder, without prejudice to other remedies.
3.4 Causa Prima may adjust the fees for the Services by giving Customer at least sixty (60) days' written notice. If Customer does not accept the adjustment, Customer may terminate these Terms under §2 before the adjustment takes effect.
4. Customer data; AI
4.1 As between the Parties, Customer owns and retains all rights, title and interest in and to the data it submits or makes available to the Services ("Customer Data"). Customer grants Causa Prima a non-exclusive, royalty-free, worldwide licence to host, process and use Customer Data solely to provide and operate the Services and as set out in the DPA.
4.2 AI output disclaimer. The Services include AI features. AI outputs are probabilistic and may be inaccurate, incomplete or unsuitable for a given purpose. AI outputs are provided for informational purposes only and do not constitute legal, tax, accounting, investment or other professional advice. Customer will keep a meaningful human in the loop before relying on AI outputs for material decisions, financial reporting or any communication to third parties. Customer is responsible for reviewing and verifying AI outputs before use. The Services are not designed to take decisions that produce legal effects concerning, or similarly significantly affect, any individual without human involvement within the meaning of Article 22 GDPR.
4.3 Causa Prima may generate aggregated, de-identified data derived from use of the Services that does not identify Customer or any individual, and use such data to operate, secure, improve and benchmark the Services.
4.4 Customer is responsible for the accuracy and lawfulness of the content it submits to the Services and for complying with its own statutory record-keeping, retention and invoicing obligations (including, where applicable, under the German Commercial Code (HGB), the Fiscal Code (AO) and the VAT Act (UStG)).
5. Confidentiality
5.1 Each Party may disclose to the other non-public information that is marked as confidential or that a reasonable recipient would understand to be confidential ("Confidential Information"). The recipient will (a) use the discloser's Confidential Information only to perform these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information of similar importance (and in any event no less than reasonable care), and (c) not disclose it to any third party except to its personnel and advisors who need to know and are bound by equivalent obligations.
5.2 Confidential Information does not include information that is or becomes public without breach of these Terms, was rightfully known to the recipient without confidentiality obligations before disclosure, is independently developed without use of the discloser's Confidential Information, or is rightfully obtained from a third party without confidentiality obligations.
5.3 Confidentiality obligations survive termination of these Terms for three (3) years. Trade secrets remain protected for as long as they qualify as such under applicable law. Personal data is protected for as long as required under the DPA and applicable data-protection law.
5.4 Causa Prima may name Customer in customer lists and on its website, subject to Customer's prior written approval of the specific wording and logo use, not to be unreasonably withheld.
6. Intellectual property
6.1 As between the Parties, Causa Prima owns and retains all rights, title and interest in and to the Services, the underlying software, models, documentation and all related intellectual property, including any improvements, modifications and derivatives, regardless of whether based on Customer feedback.
6.2 Customer may provide suggestions, recommendations and other feedback to Causa Prima ("Feedback"). Customer grants Causa Prima a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify and incorporate the Feedback into the Services and Causa Prima's other products and offerings, without obligation of attribution or compensation.
6.3 Customer retains all rights in and to Customer Data, subject to the licence granted in §4.1.
7. Data protection
7.1 The Parties' obligations regarding the processing of personal data are governed by the DPA, which forms an integral part of these Terms. The Technical and Organisational Measures (Annex 1 of the DPA) and the sub-processor list referenced in the DPA apply to these Terms. How Causa Prima processes personal data as a controller (for example, account, contact and billing data) is described in its Privacy Policy.
8. Security and availability
8.1 Causa Prima will operate the Services in accordance with the Technical and Organisational Measures referenced in §7.
8.2 Causa Prima will use commercially reasonable efforts to keep the Services available. Causa Prima does not commit to a specific availability level; no service credits or contractual SLA remedies apply, and Customer's exclusive remedy for service issues is set out in §10 and §11.
8.3 Causa Prima provides the Services from the interface between its hosting infrastructure and the internet. Customer is responsible for its own internet connection and for the hardware and software required to access the Services.
9. Warranties; disclaimers
9.1 Each Party warrants that it has the legal capacity and authority to enter into these Terms and that doing so does not violate any other agreement to which it is bound.
9.2 Causa Prima warrants that the Services will perform substantially in accordance with the documentation made available to Customer. Customer's exclusive remedy for breach of this warranty is, at Causa Prima's option, (a) re-performance, (b) correction of the non-conformity, or (c) termination of the affected portion of the Services with a pro-rata refund of pre-paid unused fees.
9.3 To the maximum extent permitted by applicable law, and except as expressly set out in these Terms, the Services are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uptime or uninterrupted operation.
9.4 Where the Services are provided for a fee, the statutory rules on the provision of items for use for a limited time (lease, §§535 et seq. BGB) apply to defect liability, except as otherwise set out in these Terms. The strict, fault-independent liability for defects existing at the start of the contract under §536a(1), first alternative, BGB is excluded.
10. Indemnification
10.1 Causa Prima will defend Customer against any third-party claim alleging that Customer's authorised use of the Services infringes such third party's intellectual property rights, and will indemnify Customer for damages and reasonable costs finally awarded against Customer or agreed in settlement, provided that Customer (a) promptly notifies Causa Prima in writing of the claim, (b) gives Causa Prima sole control of the defence and settlement, and (c) provides reasonable cooperation at Causa Prima's expense.
10.2 If Causa Prima reasonably believes the Services infringe or may be alleged to infringe third-party rights, Causa Prima may, at its option, (a) procure for Customer the right to continue using the affected Services, (b) modify or replace the Services to make them non-infringing while maintaining materially equivalent functionality, or (c) terminate the affected Services and refund pre-paid unused fees.
10.3 §10.1 does not apply to claims arising from (a) Customer Data, (b) Customer's combination of the Services with products, software or data not provided by Causa Prima where the claim would not have arisen but for the combination, (c) modifications to the Services not made or authorised by Causa Prima, or (d) Customer's use of the Services in breach of these Terms.
10.4 Customer will defend Causa Prima against any third-party claim arising from Customer Data or Customer's breach of §1.3 or §4, and will indemnify Causa Prima for damages and reasonable costs finally awarded or agreed in settlement, subject to the same procedural conditions in §10.1.
10.5 This §10 sets out each Party's exclusive remedy for third-party intellectual-property claims relating to the Services.
11. Limitation of liability
11.1 To the maximum extent permitted by applicable law, each Party's total aggregate liability under or in connection with these Terms is capped at the total fees paid or payable by Customer to Causa Prima under these Terms in the twelve (12) months preceding the event giving rise to the claim.
11.2 The cap in §11.1 does not apply to (a) liability that cannot be limited by law, including liability for intent and gross negligence, injury to life, body or health, and liability under the German Product Liability Act (Produkthaftungsgesetz), (b) Customer's payment obligations under §3, (c) breach of confidentiality under §5, (d) infringement of the other Party's intellectual property rights, or (e) indemnification obligations under §10.
11.3 To the maximum extent permitted by applicable law, neither Party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, even if advised of the possibility of such damages.
11.4 In cases of simple negligence, each Party is liable only for the breach of an essential contractual obligation (an obligation whose fulfilment is essential to the proper performance of these Terms and on which the other Party may reasonably rely); such liability is limited to the foreseeable damage typical for this type of contract.
11.5 Notwithstanding §11.1, §11.3 and §11.4, where the Services are provided to Customer free of charge, Causa Prima is liable only for damage caused by intent or gross negligence. The mandatory liability under §11.2 (including for injury to life, body or health and under the German Product Liability Act) is unaffected.
11.6 Customer is responsible for regularly backing up (exporting) its data. Where Causa Prima is responsible for a loss of data, its liability is limited to the effort that would have been required to restore the data had Customer maintained proper, regular backups.
12. Force majeure
12.1 Neither Party is liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications failures, or pandemic. The affected Party will notify the other promptly and use reasonable efforts to mitigate. If the event lasts more than sixty (60) days, either Party may terminate the affected Services for convenience.
13. General
13.1 Entire agreement. These Terms and the DPA together constitute the entire agreement between the Parties on its subject matter and supersede all prior discussions and agreements on that subject matter, including any Design Partner Agreement between the Parties (which, if previously in force, is superseded on the Effective Date subject to its surviving provisions). Any fees, scope or term separately agreed by the Parties form part of that agreement. In case of conflict, the DPA prevails on matters relating to the processing of personal data.
13.2 Amendments; changes to these Terms. Negotiated amendments to these Terms must be made in text form (§126b BGB) and confirmed by both Parties; e-mail or signed electronic document is sufficient. In addition, Causa Prima may update these standard Terms with effect for the future on objective grounds — in particular changes in applicable law or regulation, court or authority decisions, new or modified features, or security or operational requirements — provided the update does not materially shift the balance of these Terms to the Customer's disadvantage. Causa Prima will notify the Customer of any such update in text form at least 30 days before it takes effect. The Customer may object in text form before the update takes effect; if the Customer objects, Causa Prima may terminate the affected Services with effect from the intended effective date, and otherwise the prior version continues until the next renewal. If the Customer does not object and continues to use the Services after the update takes effect, the updated Terms apply. The version of these Terms in force when the Customer accepts them otherwise governs, and Causa Prima retains a record of the version accepted.
13.3 Notices. Notices must be in text form (§126b BGB) and sent to the addresses notified by the Parties in text form. E-mail is sufficient for routine notices; notices of termination, material breach and insolvency must additionally be sent by registered mail or comparable means with proof of delivery.
13.4 Assignment. Neither Party may assign these Terms without the other's prior written consent, except that either Party may assign to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under these Terms.
13.5 Subcontractors. Causa Prima may use subcontractors and sub-processors to deliver the Services. Causa Prima remains responsible for the performance of its subcontractors under these Terms. Sub-processors that process personal data are governed by the DPA.
13.6 No waiver. Failure or delay in exercising any right under these Terms is not a waiver of that right. A waiver must be in writing to be effective.
13.7 Severability. If any provision is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be replaced by an enforceable one that comes closest to the Parties' original intent.
13.8 Governing law. These Terms are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws rules.
13.9 Jurisdiction. Where the Customer is a merchant (Kaufmann), a legal person under public law or a special fund under public law (§38 ZPO), the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is Berlin, Germany; otherwise the statutory rules on jurisdiction apply. Causa Prima may also bring proceedings at the Customer's general place of jurisdiction.
13.10 Languages. These Terms are concluded in English and German. The English version prevails in case of any inconsistency, except where Causa Prima makes only the German version available to the Customer on a given surface (in particular Byll), in which case the German version governs that relationship.
13.11 Customer's terms. Conflicting or deviating terms of the Customer (for example, purchasing or vendor terms) do not become part of the agreement unless Causa Prima expressly agrees to them in text form.
Annex 1 — Data Processing Agreement
The Causa Prima Data Processing Agreement (the "DPA"), published at https://causaprima.ai/dpa and presented to the Customer for acceptance on signup (or otherwise made available to the Customer before acceptance of these Terms), applies to all processing of personal data carried out by Causa Prima on behalf of the Customer under these Terms.