Terms of Use for Advanced Simplifier AI Cloud Services 2.1

Version 2.1 – valid from 30.09.2026

1. Introduction

Welcome to the Simplifier Makers Club (the “Makers Club”). These Terms of Use (“Terms”) govern the purchase and use of Advanced Simplifier AI Cloud Services for access to advanced artificial intelligence functionality.

“Advanced AI Services” means extended product functionalities such as:

use of artificial intelligence (“AI”) for software development (“Build AI”);
use of AI within digital business workflows or applications (“Business AI”), including text processing, document processing, generation, analysis, classification, translation and similar use cases;
use of AI through Simplifier Agents or other AI-powered Simplifier components;
access to AI models provided through Simplifier;
Sovereign AI Model Services;
and other AI functionality made available by Simplifier from time to time.

The Advanced AI Cloud Services are provided exclusively to existing Simplifier licensees unless expressly agreed otherwise.

The functionality, supported models, usage units, Credits, pricing model, usage limits, contract term and other service-specific commercial conditions are defined in the respective service description, subscription, order form or Makers Club Marketplace offering.

2. Scope of Application

2.1

These Terms apply in the version valid at the time the respective service use agreement is concluded, subject to Sections 2.4 and 2.8 below.

2.2

These Terms are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

2.3

These Terms govern the use of Advanced Simplifier AI Cloud Services and set out the conditions under which Customers may use these services.

They also apply to updates, upgrades, extensions, successor versions and other modifications of the services offered, unless otherwise agreed.

2.4 Changes to these Terms

We reserve the right to amend these Terms with effect for the future where objectively justified.

Such reasons may include, in particular:

changes in applicable law or case law;
regulatory requirements;
technological developments;
security requirements;
changes to AI technology or infrastructure;
organisational requirements;
or changes in market conditions.

Material commercial conditions of an existing fixed-term subscription, including its agreed contract term and applicable pricing for the current term, will not be changed solely through an amendment of these Terms unless expressly agreed or legally required.

2.5 Acceptance

By purchasing or using an Advanced AI Cloud Service, you (“Customer”, “you” or “your”) agree to be bound by these Terms.

2.6 Free Services

Where services are provided free of charge, we are entitled to change, restrict or discontinue such services at any time, subject to applicable law.

2.7 Customer Terms

These Terms apply exclusively.

Any deviating, conflicting or supplementary terms and conditions of the Customer or third parties shall not become part of the contract unless Simplifier has expressly agreed to their applicability.

2.8 Right to Object

The Customer may object to changes to these Terms within 30 days after notification in text form.

In the event of an objection, the contractual relationship shall continue under the previous Terms to the extent legally and technically possible.

The objection may be submitted electronically, including by e-mail.

If no objection is raised within the specified period, the changes shall be deemed accepted where such deemed acceptance is legally permissible.

3. Conclusion of Contract

3.1 Registration in the Makers Club

The Customer must first register in the Simplifier Makers Club and create an online account where such registration is required for the respective service.

3.2 Login to the Makers Club

After registration, the Customer must log into its Makers Club account using its access credentials.

3.3 Service Use Agreement

The Customer must conclude an active service use agreement for each desired Advanced AI Cloud Service.

Before conclusion of the agreement, the applicable commercial conditions will be displayed or otherwise made available to the Customer.

These may include:

service description;
billing model;
Credit or usage measurement;
pricing tiers;
applicable usage caps;
billing period;
minimum contract term;
renewal period;
cancellation conditions;
and applicable technical restrictions.

3.4 License Refresh

Where technically required, an authorised person of the Customer, such as a Simplifier administrator, must perform a license refresh using the “Refresh License” function.

3.5 Activation

Once all required activation steps have been successfully completed, the respective Advanced AI Cloud Service may be used by the Customer.

4. Usage Measurement, Credits and Billing

4.1 Usage-Based Services

Advanced AI Cloud Services may be billed based on actual usage.

Usage may be measured through:

transactions;
Credits;
tokens;
requests;
compute consumption;
documents;
generated content;
model calls;
or other usage units specified for the respective service.

The applicable measurement method is described before conclusion of the service use agreement.

4.2 Credits

Certain Advanced AI Cloud Services use Credits as a technical unit for measuring AI consumption.

The number of Credits consumed may depend on factors including:

the AI model used;
input size;
output size;
context size;
complexity of the operation;
type of Agent;
processing duration;
document or image processing;
or other technical parameters.

The applicable Credit calculation or usage mechanism is defined in the respective service description.

Credits are usage units only.

They do not constitute money, electronic money, stored value or a financial asset and cannot be redeemed for cash.

4.3 Metered Usage

Where a service is offered as a Metered Usage Subscription, usage is measured during each billing period and the applicable charge is calculated according to the pricing model specified for that service.

Metered usage may be subject to:

tiered pricing;
stairstep pricing;
unit pricing;
included allowances;
usage caps;
or other usage-based pricing mechanisms.

4.4 Stairstep Pricing

Where a stairstep pricing model applies, the monthly price is determined by the highest usage tier reached during the respective billing period.

Once Customer usage reaches the threshold of a higher tier, the price associated with that tier applies for that billing period.

Unless expressly stated otherwise, the monthly amount is therefore not calculated by multiplying every individual Credit by a fixed unit price.

The applicable thresholds and prices are shown in the respective service description or subscription.

4.5 Usage Caps

Where a service defines a maximum monthly charge or capped pricing tier, usage above the specified threshold does not increase the charge beyond the stated maximum for the respective billing period.

A pricing cap does not by itself constitute a guarantee of unlimited technical capacity.

Any technical limits, acceptable-use restrictions or capacity restrictions applicable to the service will be specified separately.

4.6 €0 Initial Subscription Price

Where a Metered Usage Subscription displays an initial subscription price of €0.00, this means that no fixed subscription or base charge is due merely for activating the service.

Charges arise once billable usage occurs and are determined according to the applicable usage and pricing model.

A displayed initial price of €0.00 therefore does not mean that subsequent usage of the service is provided free of charge.

4.7 Prices

All usage transactions and subscription charges are billed in euros (EUR), unless otherwise agreed.

The applicable prices are displayed before conclusion of the respective service use agreement.

Prices are quoted exclusive of statutory value-added tax unless expressly stated otherwise.

4.8 Monthly Billing

Unless otherwise specified, usage-based services are invoiced monthly in arrears based on the usage measured during the relevant billing period.

Invoices are due and payable according to the payment terms stated in the applicable subscription, order or invoice.

4.9 Usage Records

Simplifier’s technical measurement systems and usage records form the basis for calculating the billable consumption of the service.

If the Customer reasonably demonstrates a measurement error, Simplifier will review the relevant usage records and correct an incorrect invoice where applicable.

4.10 Electronic Invoices

Invoices are provided exclusively in electronic form, for example:

by e-mail;
through the Makers Club;
or through another agreed electronic billing system.

There is no entitlement to postal delivery unless expressly agreed.

4.11 Discounts and Credits

Promotional discounts or promotional Credits are non-refundable, non-transferable and have no cash value unless otherwise expressly agreed.

4.12 Payment Information

The Customer undertakes to provide correct and up-to-date payment information.

Separate terms of payment service providers may apply where external payment providers are used.

4.13 Payment Default

In the event of payment default, Simplifier is entitled to charge statutory default interest applicable to business transactions.

Simplifier reserves the right to assert additional damages caused by the default.

If payment remains outstanding after a payment reminder or dunning notice, Simplifier may suspend access to the affected Advanced AI Cloud Services until the outstanding amounts have been paid.

Reasonable costs of collection may be charged to the Customer to the extent permitted by law.

4.14 Price Changes

Price changes will normally be announced at least 30 days in advance.

For subscriptions with a fixed minimum term, price changes will generally apply only from the beginning of the next renewal term unless:

otherwise expressly agreed;
a change results from taxes or mandatory public charges;
or an earlier adjustment is permitted by the applicable contractual agreement and law.

5. AI Services

5.1 Nature of AI Services

Advanced AI Cloud Services may use:

large language models;
machine-learning models;
generative AI;
embedding models;
multimodal models;
image or document models;
or other AI technology.

Such models may be operated by Simplifier or by technology providers engaged by Simplifier.

5.2 AI-Generated Output

The Customer acknowledges that AI-generated results are probabilistic in nature.

AI output may:

contain inaccuracies;
be incomplete;
vary between executions;
contain incorrect statements;
or be unsuitable for a specific purpose without further review.

Simplifier does not warrant that every AI-generated output is factually correct, complete or suitable for every Customer use case.

5.3 Human Review

The Customer is responsible for determining whether human review, verification or approval is required before AI-generated output is used.

Human review is particularly recommended where output is used in:

material business decisions;
regulated processes;
legal or contractual processes;
safety-relevant environments;
financial processes;
or other high-impact applications.

5.4 Customer Responsibility

The Customer remains responsible for the applications, workflows, Agents and business processes it creates or operates using the Advanced AI Cloud Services.

The Customer is responsible for ensuring that its specific use of AI complies with applicable law and its own internal policies.

6. Customer Content and AI Data

6.1 Customer Content

“Customer Content” means information submitted by or on behalf of the Customer to an Advanced AI Cloud Service, including:

prompts;
documents;
application data;
text;
instructions;
images;
files;
workflow data;
and other information.

The Customer retains all rights it has in Customer Content.

6.2 Rights to Submit Content

The Customer is responsible for ensuring that it has the necessary rights and legal basis to provide Customer Content to the service.

6.3 Use of Customer Content

Customer Content may be processed to the extent necessary to:

provide the requested AI service;
generate output;
operate and secure the service;
perform usage measurement;
detect abuse;
and fulfil contractual or legal obligations.

6.4 Model Training

Unless expressly stated otherwise in the relevant service description or separately agreed with the Customer, Simplifier will not use Customer Content to train general-purpose AI models.

Where third-party model providers are used, the applicable service architecture and contractual safeguards determine how Customer Content is processed by such providers.

6.5 AI Output

To the extent legally possible, Simplifier does not claim ownership of AI-generated output produced specifically in response to Customer Content.

The Customer remains responsible for assessing whether generated output may be subject to third-party intellectual-property or other rights before using or publishing it.

7. Sovereign AI Model Services

Where a service is expressly marketed as a Sovereign AI Model Service, the specific characteristics of that service are defined in its applicable service description.

Depending on the relevant offering, such characteristics may include:

defined data residency;
controlled infrastructure;
private or dedicated model environments;
restricted data transfer;
defined model providers;
defined subprocessors;
EU-based processing;
customer-isolated environments;
or restrictions on use of Customer Content for model training.

The designation “Sovereign” only covers those characteristics expressly specified for the respective service.

8. AI Models and Service Changes

8.1 Model Updates

AI technology evolves rapidly.

Simplifier may update:

AI models;
model versions;
routing mechanisms;
infrastructure;
model providers;
and related technical components.

8.2 Replacement Models

Simplifier may replace an AI model with another model where this is reasonably necessary for:

security;
availability;
performance;
compliance;
technical compatibility;
model deprecation;
or continued provision of the service.

Simplifier will use reasonable efforts to ensure that such changes do not materially reduce the contracted functionality of the service.

8.3 Specifically Contracted Models

Where use of a specific AI model or infrastructure is expressly part of the agreed service characteristics, different provisions may apply as specified in the applicable service description.

9. Technical Requirements

9.1 Minimum System Requirements

The minimum Simplifier version required for each Advanced AI Cloud Service is specified in the relevant service documentation.

Where applicable, the current minimum version may be “Makers Choice 25-05” or higher.

9.2 License Refresh

After an update of the Simplifier platform, the Customer may be required to use the “Refresh License” function to ensure that the applicable license and service authorisations are up to date.

9.3 Active Service Use Agreement

An active service use agreement is required for all chargeable Advanced AI Cloud Services.

10. Account Responsibility

10.1 Makers Club Account

Where required, conclusion of a service use agreement requires an online Makers Club account.

Authentication may be provided through Simplifier’s applicable identity service, including MyID.

10.2 Credentials

The Customer must keep login credentials and authentication information confidential.

10.3 Security

The Customer is responsible for implementing reasonable measures to protect its account from unauthorized access.

10.4 Account Usage

The Customer’s individual Makers Club account may not be transferred to unauthorized third parties.

The Customer is generally responsible for activities performed using its account unless the Customer demonstrates that misuse occurred without breach of its applicable duties of care.

11. Contract Term, Renewal, Termination and Suspension

11.1 Service-Specific Contract Term

The applicable minimum contract term is stated in the respective service description or subscription.

Different Advanced AI Cloud Services may have different contract terms.

11.2 Twelve-Billing-Cycle Subscription

Where a subscription specifies a contract term of 12 billing cycles, the Customer enters into a binding subscription covering twelve consecutive monthly billing periods.

Monthly invoicing does not mean that the subscription may be terminated on a monthly basis.

11.3 Automatic Renewal

Where automatic renewal is stated in the service description, the subscription automatically renews for the specified renewal period unless terminated in accordance with the applicable cancellation provisions.

For example:

Initial term: 12 billing cycles
Renewal term: 12 billing cycles

11.4 Cancellation

The applicable cancellation deadline is specified in the respective service description or subscription.

If a cancellation deadline is not separately specified, a notice period of one month before the end of the current contract term applies.

Termination may be submitted through the Makers Club or in text form, including by e-mail, where such functionality is provided.

11.5 Account Termination

The Customer may terminate its Makers Club online account separately from individual Advanced AI Cloud Service subscriptions.

Termination of the Makers Club account does not release the Customer from:

payment obligations;
minimum contract terms;
renewal commitments already entered into;
or other obligations under existing service use agreements.

Where an active service subscription exists, termination of the account becomes effective with respect to that service only in accordance with the applicable contractual termination provisions.

11.6 Suspension

Simplifier may suspend access to a service where reasonably necessary due to:

payment default;
fraudulent activity;
unauthorized use;
material breach of these Terms;
serious security risks;
unlawful activity;
or material risk to Simplifier or third-party systems.

Where reasonably possible, Simplifier will notify the Customer and provide an opportunity to remedy the breach before suspension.

11.7 Termination for Cause

The right of either party to terminate a service agreement for good cause remains unaffected.

12. Acceptable Use

The Customer may not use Advanced AI Cloud Services:

unlawfully;
to violate third-party rights;
to introduce malware or malicious software;
to circumvent authentication, usage measurement or security mechanisms;
to gain unauthorized access to infrastructure;
to intentionally interfere with service operation;
or for use cases prohibited by applicable law.

The Customer is responsible for determining whether additional regulatory obligations apply to the Customer’s specific use case.

13. Availability

Unless a separate Service Level Agreement has been concluded, Simplifier does not guarantee uninterrupted availability of Advanced AI Cloud Services.

Temporary interruptions may occur due to:

maintenance;
updates;
security measures;
network problems;
infrastructure failures;
model-provider outages;
or circumstances outside Simplifier’s reasonable control.

14. Limitation of Liability

14.1

Simplifier shall not be liable for interruptions in service availability except where liability arises under mandatory law or an applicable contractual service level agreement.

14.2

Simplifier shall be liable for slight negligence only in the event of a breach of material contractual obligations.

Material contractual obligations are obligations whose performance is necessary for proper execution of the contract and on whose fulfilment the Customer may regularly rely.

Except in cases involving injury to life, body or health or other mandatory unlimited liability, liability shall be limited to the foreseeable damage typical for the contract.

14.3 AI Output

The probabilistic nature of AI-generated output as described in Section 5 does not relieve Simplifier from liability that cannot legally be excluded.

However, the mere fact that an AI-generated result contains an incorrect or incomplete statement does not constitute a guarantee breach unless Simplifier has expressly guaranteed the correctness of such output.

14.4 Indemnification

The Customer shall indemnify Simplifier against justified third-party claims resulting from unlawful use of the Advanced AI Cloud Services for which the Customer is responsible.

This includes claims arising from infringement of:

copyright;
trademark rights;
data protection law;
confidentiality obligations;
or other third-party rights.

The Customer shall provide Simplifier with information reasonably required for the defence of such claims.

15. Governing Law and Place of Jurisdiction

15.1

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).

15.2

The exclusive place of jurisdiction for disputes arising out of or in connection with these Terms is Würzburg, Germany, to the extent legally permissible.

Simplifier reserves the right to bring an action at the Customer’s general place of jurisdiction.

15.3

The place of performance for contractual obligations is Würzburg, Germany, unless otherwise agreed.

16. Data Protection

16.1

Personal data is processed in accordance with applicable data-protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

16.2

Depending on the relevant processing relationship, personal data may be processed:

for performance of the contract;
on the basis of legitimate interests;
on the basis of consent;
or pursuant to another applicable legal basis.

16.3

Personal data processed may include, among other things:

login information;
account information;
usage information;
billing information;
service telemetry;
and personal data contained within Customer Content where required for provision of the requested service.

16.4

Where Simplifier processes personal data on behalf of the Customer as a processor, the applicable Data Processing Agreement governs such processing.

16.5

Simplifier may engage service providers and subprocessors where necessary for providing the Advanced AI Cloud Services.

Information on applicable subprocessors and data processing arrangements is provided through the relevant data protection documentation where required.

16.6

Data subjects retain their rights under applicable data-protection law.

Further information can be found in Simplifier’s Privacy Policy and applicable data-processing documentation.

17. Contact Information

For questions or support regarding Advanced Simplifier AI Cloud Services, Customers may contact Simplifier through the Simplifier Support Portal or the contact channels provided in the Makers Club.