Terms and Conditions

1.1 These Terms apply to all offers, contracts and services of Klartext AI towards entrepreneurs within the meaning of Section 1 of the Austrian Consumer Protection Act (KSchG) (“Customer”). They apply in particular to consulting and workshops, the development and integration of AI solutions, the provision of software (as SaaS or on-premise), and to operation, maintenance and support. Klartext AI does not conclude contracts with consumers under these Terms. For products that are also available to consumers (e.g. doclarity), the respective product terms apply (clause 8.7).

1.2 The contract documents apply in the following order of precedence: (1) the individual offer or individual contract including the service description, (2) for software products, the respective product terms including the service description and pricing plans (clause 8.7), (3) the data processing agreement (DPA), insofar as personal data is processed on behalf of the Customer, (4) these Terms.

1.3 Deviating, conflicting or supplementary terms of the Customer do not become part of the contract, even if Klartext AI does not expressly object to them. This only applies otherwise if Klartext AI expressly accepts them in writing.

1.4 These Terms also apply, in the version most recently provided, to all follow-up orders, extensions and changes, without needing to be agreed again.

2.1 Offers from Klartext AI are valid for 30 days from the date of the offer, unless stated otherwise.

2.2 The contract is concluded by written acceptance of the offer (email or electronic signature is sufficient), by order confirmation from Klartext AI, or by Klartext AI starting performance at the Customer’s request.

2.3 Side agreements, amendments and additions require text form (email is sufficient). Verbal commitments only become binding once confirmed in text form.

3.1 The scope of services is set out in the respective offer or contract. Klartext AI provides in particular:

• Process analysis, workshops and consulting (e.g. AI Value Sprint, EU AI Act workshops, engineering workshops)
• Design, development and integration of AI-supported solutions (e.g. workflow and document automation, extraction, classification, knowledge management, AI assistants, review and assessment systems)
• Provision of its own software and products as SaaS or on-premise (e.g. Doclarity, Klartext Extract)
• Operation, hosting, maintenance and support

3.2 Consulting, workshops, analyses and time-and-materials development are services. Klartext AI owes diligent performance, not a specific economic or technical result. A contract for work (Werkvertrag) only exists if the offer expressly designates the service as a fixed-price or work deliverable with a defined specification and acceptance criteria.

3.3 Projects may be structured in phases (e.g. Discover, Build, Integrate). Each phase can be commissioned separately. Commissioning one phase does not create an obligation to commission further phases.

3.4 Proofs of concept, prototypes and demonstrators serve to demonstrate feasibility. They are not production-ready software. Suitability for productive use, scalability, performance and security are only owed if expressly agreed.

3.5 Change and extension requests (change requests) require text form. Klartext AI assesses the impact on effort and timelines. Additional effort is remunerated separately. Until an agreement is reached, Klartext AI may pause work on the affected parts.

3.6 Deadlines are only binding if expressly designated as binding in the offer. They are extended appropriately in the event of late cooperation by the Customer, change requests and force majeure. Klartext AI is only in default after a written grace period of at least 14 days has been set. Partial performance is permitted.

4.1 The Customer provides, in good time, completely and free of charge: information, data, sample documents, test data and reference results (ground truth), access to systems and test environments, and contact persons with the relevant expertise and decision-making authority.

4.2 The Customer approves interim results and answers queries within 5 working days. If there is no response, interim results are deemed approved, provided Klartext AI pointed this out when submitting them.

4.3 The Customer warrants that it is entitled to provide and have processed the data and content it supplies (rights, consents, legal bases) and that these do not infringe any third-party rights.

4.4 Delays and additional effort caused by missing or late cooperation are borne by the Customer. Deadlines are extended accordingly, and additional effort is charged on a time-and-materials basis.

4.5 The Customer is responsible for regularly backing up its own data and systems.

5.1 Results of AI-supported systems (classifications, extractions, analyses, generated texts, assessments, recommendations; together “Outputs”) are based on probabilistic methods. Despite careful development, testing and evaluation, they may be incomplete, inaccurate or erroneous. Freedom from errors cannot be guaranteed.

5.2 The Customer remains responsible for reviewing, checking the plausibility of and approving Outputs, and for decisions that it or third parties make on their basis. Klartext AI recommends designing processes with human oversight, particularly for decisions with legal, financial, health-related or safety-relevant effects.

5.3 Outputs, compliance checks, degrees of fulfilment and recommendations for action are work aids. They do not replace legal, tax, financial, medical or other professional advice or review.

5.4 Quality metrics (e.g. accuracy, hit rate) are only owed if expressly agreed in the offer together with the measurement method and test dataset. They apply to the agreed test dataset. Results may differ if data, processes, document types or models change.

5.5 Klartext AI may use third-party AI models, interfaces and cloud services to provide its services. The availability, quality, functionality, prices and terms of use of these services are outside Klartext AI’s control. Changes, price increases or the discontinuation of such services may require adjustments. These are not covered by the original scope of services or by the warranty and are charged on a time-and-materials basis. Additional third-party costs may be passed on to the Customer.

5.6 The legal classification of the specific use (e.g. risk class under the AI Regulation (EU) 2024/1689) and the resulting obligations of the Customer as deployer, controller or addressee of the rules are the Customer’s responsibility, unless a corresponding advisory service has been expressly commissioned. Klartext AI does not owe any confirmation of conformity or certification unless expressly agreed.

5.7 For tools that create and check accessible documents (e.g. Doclarity), automated checks (e.g. against PDF/UA or WCAG) do not cover all criteria. Final conformity requires professional review and approval by the Customer. Klartext AI does not guarantee conformity with the EAA, the Austrian Accessibility Act (BaFG), WCAG or other standards and laws.

6.1 All prices are in euros, net, plus statutory VAT. Expenses, travel costs and third-party costs (e.g. hosting, licences, model and API usage, third-party providers) are charged additionally at cost against proof, unless included in the price.

6.2 Time-and-materials services are invoiced monthly in arrears based on actual effort at the agreed daily or hourly rate. Estimates and budgets are non-binding. Fixed prices are invoiced according to the payment schedule or milestones stated in the offer, otherwise according to progress.

6.3 Invoices are payable without deduction within 14 days of the invoice date. Invoices may be sent electronically.

6.4 In the event of late payment, the Customer owes default interest at the statutory rate under Section 456 of the Austrian Commercial Code (UGB), the lump sum under Section 458 UGB, and reimbursement of necessary dunning and collection costs. All outstanding claims become due immediately. After setting a grace period of 7 days, Klartext AI may suspend work, operation, support and access until payment is made in full. Deadlines are extended accordingly; the claim to remuneration remains.

6.5 The Customer may only set off claims that are undisputed or have been finally established by a court. The Customer has no right of retention.

6.6 Objections to invoices must be raised in writing within 14 days of receipt.

6.7 For continuing obligations, fees are index-linked to the Austrian Consumer Price Index 2020 (VPI 2020; base: month in which the contract was concluded) or any index replacing it. In addition, Klartext AI may adjust daily and hourly rates and recurring fees to reflect increased costs (personnel, hosting, third-party services) with 3 months’ notice. In the event of an increase, the Customer may terminate the contract with effect from the date the increase takes effect, within 4 weeks of notification.

6.8 Rights to deliverables and work results only pass upon payment in full (clause 7). Until then, use is permitted only on a revocable basis.

6.9 Any right of retention of Klartext AI does not extend to customer data (in particular the Customer’s raw data and inputs). The return and deletion of customer data are governed by clause 12 and the DPA.

7.1 All rights to Klartext technology remain with Klartext AI. This includes software, source code, algorithms, models and model weights, prompts and prompt libraries, pipelines, evaluation frameworks, templates, tools, documentation, methods and know-how, as well as Klartext AI’s products (e.g. Doclarity, Klartext Extract). This applies to pre-existing, independently developed and generally usable components and their further developments, even if they are adapted or extended in the project.

7.2 Upon payment in full, the Customer receives a simple (non-exclusive), territorially unrestricted, perpetual, non-transferable and non-sublicensable right to use customer-specific work results (e.g. individually developed software, concepts, reports) for its own internal business purposes. Exclusive rights, the transfer of rights or the handover of source code require an express agreement and may be remunerated separately.

7.3 For SaaS products, the Customer receives only a non-exclusive, non-transferable right of use for the term of the contract. Source code is not handed over. Disclosure to third parties, decompilation, reverse engineering, systematic extraction (scraping), model extraction or distillation, and use for developing competing products are prohibited.

7.4 Open-source components are subject to their respective licences. Klartext AI will name them on request.

7.5 Customer data (inputs, documents, datasets, knowledge bases) remains the property of, or the rights remain with, the Customer. The Customer grants Klartext AI the right to process it for the term of the contract to provide the services, including through subcontractors and third-party model providers in accordance with the DPA. The Customer may freely use Outputs in the course of its business. Klartext AI does not warrant that Outputs are free of third-party rights or protected by copyright.

7.6 Klartext AI does not use customer data to train or fine-tune models that are made available to other customers or the public, unless the Customer expressly consents. Klartext AI may analyse aggregated, non-content usage and performance data (e.g. telemetry, error rates) for the operation, security and improvement of its products.

7.7 Klartext AI may freely use general know-how, experience and insights gained in the project, provided that no confidential information or customer data is disclosed as a result.

7.8 In joint funded and research projects (e.g. FFG projects), the provisions of the consortium or cooperation agreement and the funding conditions take precedence.

7.9 Klartext AI may freely use suggestions for improvement and feedback from the Customer.

8.1 Klartext AI only owes operation, hosting, maintenance, support and further development if expressly agreed. Without such an agreement, the obligation to perform ends upon acceptance or at the end of the project. Updates, adjustments to changed interfaces or third-party services, and bug fixes after the warranty period has expired are then not owed.

8.2 Maintenance and support are invoiced monthly on an hourly basis according to actual effort at the hourly rate stated in the offer. Minimum purchase, carry-over and expiry of unused hours are governed by the offer. Response and resolution times only apply if an SLA has been expressly agreed.

8.3 A specific availability of SaaS and hosting is only owed under an agreed SLA. Maintenance windows and disruptions at internet, cloud and third-party providers are not attributable to Klartext AI. Klartext AI may further develop products and adjust functions, provided the agreed core benefit is not materially impaired.

8.4 Where Klartext AI provides hosting, the actual infrastructure and third-party costs (cloud, databases, model APIs) are passed on monthly at cost after the end of the project, unless included in the agreed fee.

8.5 Free access (e.g. a free plan with a limited page quota or free private access for people with visual impairments) exists only within the scope of the respective service description and only for the purpose stated there. There is no entitlement to availability, continuation or a specific range of functions. Klartext AI may change or end the scope and conditions of free access with reasonable advance notice. To the extent permitted by law, no warranty applies to free services. Liability is governed by clause 10. Outputs from free access should not be used unchecked for critical decisions. Uploaded documents are only analysed to improve the products with separate consent.

8.6 The Customer protects access credentials, only allows authorised users and uses the products lawfully. It does not upload unlawful content or malware. In the event of misuse or a threat to security, Klartext AI may block access.

8.7 For Klartext AI software products (e.g. doclarity), the respective product terms, the service description with pricing plans and the DPA apply additionally and with priority. They govern in particular pricing plans, page quotas, terms, free and private access and, where consumers can use the product, consumer information. In the event of conflict, the product terms take precedence over these Terms.

9.1 For work deliverables and milestones, the Customer reviews the deliverable within 10 working days of delivery or provision. Defects must be described in writing and in a comprehensible manner. Minor defects that do not prevent use do not prevent acceptance and are remedied under the warranty. Acceptance is deemed to have taken place if the Customer does not give substantiated notice of material defects within the period or uses the deliverable productively.

9.2 A defect exists if the deliverable deviates reproducibly and not merely insignificantly from the specification or acceptance criteria agreed in writing. The following in particular are not defects: deviations in Outputs within the agreed quality metrics or, without such an agreement, within the nature of probabilistic methods (clause 5.1); errors caused by customer data, changes by the Customer or third parties, changes to or failure of third-party models and interfaces, and improper use.

9.3 The warranty period is 12 months from acceptance or handover. The presumption rule of Section 924 of the Austrian Civil Code (ABGB) is excluded. The Customer must prove that the defect already existed at handover.

9.4 The Customer must give notice of defects without undue delay, at the latest within 7 days of discovery, in writing and with a comprehensible description (including steps to reproduce). The duty to inspect and give notice under Section 377 UGB remains unaffected.

9.5 Klartext AI remedies defects at its own discretion by rectification or replacement within a reasonable period. The Customer may only demand a price reduction or rescission if rectification or replacement is impossible or disproportionate for Klartext AI, or fails despite two grace periods having been set. The effort for unjustified notices of defects may be charged.

9.6 Recourse claims against Klartext AI under Section 933b ABGB are excluded to the extent permitted by law.

9.7 For services (clause 3.2) there is no warranty for a particular result. Clause 3.4 applies to proofs of concept.

10.1 Klartext AI is liable in accordance with the statutory provisions for intent, gross negligence and personal injury.

10.2 In the case of slight negligence, Klartext AI is only liable for breaches of material contractual obligations, i.e. obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely, and limited to the typical, foreseeable damage. Otherwise, liability for slight negligence is excluded.

10.3 Liability under clause 10.2 is limited, per individual contract and in total for all damage events, to the net fee of the individual contract concerned, but at least € 100,000 and at most € 1,000,000. For continuing obligations, the limit is the net fee paid in the 12 months before the event giving rise to the damage, at most € 1,000,000. For products with their own product terms (clause 8.7), the limits set out there apply.

10.4 In the case of slight negligence, Klartext AI is not liable for indirect damage, consequential damage, lost profits, unrealised savings, business interruption, reputational and image damage, third-party claims, data loss (except for the effort required for restoration where the Customer has backed up its data properly), or for damage resulting from the use of Outputs, or failure to review them, contrary to clause 5.

10.5 Claims for damages arising from slight negligence become time-barred within 12 months of knowledge of the damage and the party causing it.

10.6 Klartext AI is liable for subcontractors and vicarious agents as for its own conduct, subject to the same limitations. For third-party platforms and services (cloud, AI models), Klartext AI is only liable for fault in their selection.

10.7 The Customer indemnifies and holds Klartext AI harmless against third-party claims based on data and content provided by the Customer, on use of the Outputs contrary to these Terms (in particular clause 5.2), or on unlawful use.

10.8 The limitations of liability also apply in favour of Klartext AI’s officers, employees and subcontractors. Recourse claims under Section 12 of the Austrian Product Liability Act are excluded to the extent permitted by law.

11.1 Both parties treat all confidential information of the other party (information marked as confidential or confidential by its nature, in particular trade secrets, data, prices, source code, prompts, models) as confidential and use it only for the purpose of the contract. Disclosure is only permitted to employees, advisers and subcontractors who need to know and who are themselves bound to confidentiality.

11.2 This does not cover information that is publicly known, lawfully received from third parties or independently developed, or disclosures required by law or by an authority (after prior notice to the other party, where permitted).

11.3 The obligation applies for the term of the contract and 3 years thereafter. Trade secrets and personal data remain protected beyond that for as long as they qualify as such. A separate non-disclosure agreement (NDA) takes precedence over these provisions.

12.1 Both parties comply with the GDPR and the Austrian Data Protection Act (DSG). Insofar as Klartext AI processes personal data on behalf of the Customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. The Customer is the controller and is responsible for the lawfulness of the processing (legal basis, transparency) and for its instructions.

12.2 Klartext AI takes appropriate technical and organisational measures. Sub-processors (e.g. cloud hosting, AI model providers) and data transfers to third countries are governed by the DPA.

12.3 Special categories of personal data (Art. 9, 10 GDPR) and data subject to professional secrecy are only processed after prior written agreement.

12.4 After the end of the contract, Klartext AI hands over the customer data on request in a common format and deletes it within 30 days, unless statutory retention obligations prevent this. Backups are deleted in the regular cycle.

12.5 Klartext AI notifies the Customer of personal data breaches without undue delay in accordance with the DPA.

13.1 Klartext AI may engage freelancers, partner companies, research partners and other subcontractors. Klartext AI is liable for them in accordance with clause 10.6.

13.2 For third-party products, cloud, model and software licences, the terms of the respective providers also apply. Klartext AI will provide them on request. Where contracts must be concluded directly between the Customer and the provider, the Customer is responsible for doing so.

14.1 The Customer permits Klartext AI to name it and use its logo as a reference (e.g. on the website, in presentations and in funding applications and reports). The Customer may revoke this at any time in writing with effect for the future.

14.2 Success stories, case studies and quotes, as well as the disclosure of metrics or prices, require the Customer’s prior approval.

15.1 Project and individual contracts end upon complete performance or acceptance. Ordinary termination is excluded unless agreed otherwise.

15.2 The term and notice periods of continuing obligations (SaaS, operation, maintenance, support, retainers) are set out in the offer. If there is no provision, they run for an indefinite period and may be terminated with 3 months’ notice to the end of a calendar quarter, for the first time after 12 months. Maintenance on an hourly basis may be terminated by either party with 1 month’s notice to the end of a month.

15.3 Either party may terminate for good cause without notice. Good cause exists in particular in the event of late payment despite a grace period of 14 days, breach of material obligations despite a written warning, unlawful use, and insolvency or the rejection of an insolvency petition for lack of assets.

15.4 If the Customer terminates a project contract before completion without good cause, Klartext AI is entitled to remuneration for services rendered and expenses incurred, and to the agreed fee less any expenses saved (Section 1168 ABGB).

15.5 Workshops and appointments may be cancelled by the Customer free of charge up to 14 days before the date. After that, 50 % of the fee is charged up to 7 days before the date and 100 % thereafter. Rescheduling counts as cancellation and rebooking.

15.6 Upon termination of the contract, time-limited rights of use expire. Clause 12.4 applies. Outstanding fees become due. Confidentiality, liability and legal provisions continue to apply.

16.1 During the term of the contract and for 12 months thereafter, the Customer will not solicit or, without Klartext AI’s consent, hire any employees or freelancers of Klartext AI who were involved in providing the services.

16.2 In the event of a breach, the Customer owes a contractual penalty of 6 months’ gross salary of the person concerned. The judicial right to mitigate (Section 1336 ABGB) remains unaffected; further claims for damages are not excluded. Applications in response to public job advertisements do not constitute a breach.

17.1 Events beyond the parties’ control (e.g. natural events, war, pandemic, strikes, official measures, failure of power, internet, cloud, hosting or AI model providers, cyberattacks despite customary security measures) release the parties from the affected obligations for their duration. Deadlines are extended accordingly.

17.2 If the event lasts longer than 3 months, either party may withdraw with respect to the services not yet rendered. Services already rendered must be paid for.

For continuing obligations, Klartext AI may amend these Terms. The Customer will be notified of the amendment in text form at least 4 weeks before it takes effect, with reference to the right to object and the significance of silence. If the Customer does not object within this period, the amendment is deemed agreed. In the event of an objection, the previous Terms continue to apply until the next ordinary termination date, on which Klartext AI may terminate. For project and individual contracts, the version in force at the time the contract was concluded applies.

19.1 Austrian law applies, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

19.2 The exclusive place of jurisdiction is the court in Vienna having subject-matter jurisdiction for Klartext AI’s registered office. Klartext AI may also sue the Customer at its general place of jurisdiction. The place of performance is Vienna.

19.3 Declarations in text form (email is sufficient) must be sent to the addresses stated in the contract. The Customer must notify changes to its address, email address and company name without undue delay. The text form requirement can only be waived in text form.

19.4 The Customer may only transfer rights and obligations under the contract with the written consent of Klartext AI. Klartext AI may transfer the contract to legal successors and affiliated companies, in particular in the course of restructurings, spin-offs or transfers of business.

19.5 Should any provision be invalid, the remaining provisions remain unaffected. The invalid provision will be replaced by a valid one that comes closest to its economic purpose.

19.6 The German version is authoritative. An English translation is provided for information only.