ZENTRE – General Terms and Conditions (B2B)

English convenience translation. Only the German version (“AGB”) is legally binding; the English translation is provided for information purposes only. In case of discrepancies, the German version prevails.

Last updated: 06 Jun 2026

1. Provider and scope

• Provider: EZTO TECHNOLOGIES GmbH, Am Brand 41, 55116 Mainz, Germany (“EZTO”).
• B2B only: The service is directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (“Customer”).
• These Terms apply to all services provided by EZTO in connection with “Zentre” (“Service”).
• Individual agreements (in particular order form/enterprise agreement) prevail over these Terms in case of conflict. The DPA applies in addition for processing on behalf of the controller.

2. Subject matter of the contract

• Zentre is a cloud-based infrastructure platform for the orchestrated use of AI models from various third-party providers.
• EZTO provides the Service as SaaS (including web app/admin console, API, integrations). No source code is provided.
• The Service is offered as a single seat-based plan (per user); in addition, Enterprise and Private Cloud options are available by separate agreement.
• EZTO continuously develops the Service further and may modify, discontinue, or replace functions, provided the essential purposes of the contract are not materially impaired.

3. Conclusion of contract, term, termination

• A contract is concluded by offer/acceptance, order form, or electronic acceptance (click-accept).
• The contract term depends on the selected plan or the order form:
  • Monthly plans: the term is one (1) month (“billing period”) and renews automatically by one further month unless the Customer terminates by the end of the current billing period; termination takes effect at the end of that billing period.
  • Annual plans: the term is twelve (12) months and renews automatically for a further twelve (12) months unless the Customer terminates before the end of the current term; termination takes effect at the end of the current term.
• Terminations may be made in text form or – where provided for in the Service – via the admin console.
• Fees for the current or prepaid contract period are not refunded pro-rata; for unused credits, Section 5 applies. The right to extraordinary termination for good cause remains unaffected.

4. Prices, taxes, payment terms

• Prices are net, plus statutory VAT.
• Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction.
• Remuneration is seat-based (per user); in addition, usage-based charges via credits (Section 5) may apply. Differing models (Enterprise; deferred billing per Section 5.5) apply only by separate agreement.
• EZTO is entitled to adjust prices for future contract periods where there is an objective reason (e.g., cost changes, scope of services/functions, market conditions). EZTO will announce price changes at least 6 weeks before they take effect. If the Customer does not object before the change takes effect, the new prices apply; in the event of an objection, the Customer may terminate as of the date the change takes effect, unless otherwise provided in the plan/order form.

5. Credits and billing

5.1 Credits

Credits are prepaid usage units. The credit balance and usage are visible in the admin console.

5.2 Service fee (AI credit purchases) 7.5%

When purchasing additional credits, a service fee of 7.5% of the credit purchase price applies. It is shown as a separate item at checkout before completion. Service fees are non-refundable.

5.3 Validity and expiry upon inactivity

• Acquired credits can be used for an unlimited time as long as the account is actively used; expiry by mere lapse of time does not occur during active use.
• If the account is not used for a continuous period of thirty-six (36) months (no login and no billing-relevant usage), unused credits expire upon expiry of this period. Any login or billing-relevant usage restarts the period.
• Before expiry, EZTO will notify the Customer in text form (e.g., by email to the address on file) in good time, generally approximately 60 and approximately 14 days in advance, of the upcoming expiry and of the possibility of reactivation through use.

5.4 Termination: refund of unused credits

• Upon the effectiveness of contract termination or account closure, EZTO will notify the Customer in text form of the existence of unused credits, the refundable amount, and the subsequent refund procedure. Usage charges already incurred remain owed; the non-refundable service fee (Section 5.2) remains unaffected.
• If the refundable amount attributable to unused credits is at least fifty euros (EUR 50), EZTO will refund this amount on its own initiative to the payment method last used by the Customer; no request is required.
• If the refundable amount is below fifty euros (EUR 50), the refund is made upon the Customer’s request in text form within sixty (60) days of the effectiveness of termination. This threshold serves to avoid disproportionate processing costs for small amounts.
• After expiry of this period, small amounts not requested expire; otherwise, unused credits expire after refund or after expiry of the period.
• The following are further deducted from the refund: outstanding claims and usage not yet billed. There is no refund claim in the event of serious breaches of contract or misuse.
• If the contract ends because EZTO terminates it without good cause, permanently discontinues the service, or the Customer terminates for good cause attributable to EZTO, EZTO will refund the amount attributable to unused credits regardless of its size on its own initiative; no time-bound request under sentence 3 is required in this case.

5.5 Deferred billing (Enterprise; optional)

• For Enterprise customers, usage-based deferred billing (post-paid) may be agreed by separate agreement instead of the prepaid credit model, whereby actual usage is invoiced periodically (e.g., monthly).
• Deferred billing is provided exclusively for Enterprise customers upon request and by agreement in the order form/enterprise contract.
• With deferred billing, the provisions on prepaid credits (in particular Sections 5.3 and 5.4 on expiry and refund) do not apply, as there is no prepaid balance.

6. Permitted use, Customer cooperation obligations

• The Customer may use the Service only within the framework of applicable law, these Terms, and any applicable provider policies.
• Prohibited in particular are: unlawful purposes, misuse, circumvention of protective measures, malware, security attacks, impermissible scraping/scanning, and use to infringe the rights of third parties.
• The Customer ensures that it is authorized to process the data it introduces and that the required information/consents are in place.
• The Customer is responsible for its user accounts, access credentials, role and rights assignment, and the security of its systems.

7. Suspension in the event of violations

EZTO is entitled to temporarily suspend or restrict access to the Service to the extent necessary in order to (a) prevent unlawful use, misuse, or security risks, (b) comply with legal requirements, or (c) protect the integrity/availability of the Service. EZTO will inform the Customer – where reasonable – and limit the measure to the necessary extent.

8. AI-specific notes

• AI outputs may be erroneous, incomplete, or unsuitable. The Customer is obliged to review outputs professionally and legally before productive use.
• Provider policies as well as data processing and output characteristics may vary by AI provider. The Customer’s selection/activation of specific providers constitutes configuration/instruction.
• Default: prompt/output content is not stored as general permanent content logs (unless expressly activated/agreed, necessary in individual cases for support/security, or legally required).
• No training by EZTO: EZTO does not use Customer content (e.g., prompts/uploads/outputs) to train its own AI models.
• EU AI Act: As an orchestration and governance layer, Zentre is designed to support the Customer in complying with Regulation (EU) 2024/1689 (AI Act). The Customer will – to the extent applicable to it as provider/deployer – transparently inform about the use of AI (Art. 50 AI Act). The specific obligations depend on the role of the parties involved and the use case.

9. Availability and support

• EZTO aims for high availability. Restrictions may arise in particular from maintenance, disruptions to infrastructure/provider services, or force majeure.
• Support and response times may vary by plan. Binding SLAs may be agreed in the enterprise/order form.

10. Confidentiality

• “Confidential Information” means all non-public information of a party disclosed to the other party in connection with the contract.
• The receiving party uses Confidential Information only to perform the contract, protects it appropriately, and discloses it only to employees/agents who need it to perform the contract and are bound to confidentiality.
• Exceptions apply to information that is publicly known without breach of contract, was already lawfully known to the receiving party, was lawfully obtained from third parties, or was independently developed.
• Statutory disclosure: To the extent legally permissible, the receiving party informs the other party before a mandatory disclosure.

11. Data protection

• To the extent EZTO processes personal data on behalf of the controller, the DPA applies (Art. 28 GDPR).
• Information on subprocessors and any AI providers is published at /legal/subprocessors (and any further trust/legal pages).
• Where necessary, third-country transfers take place in compliance with Art. 44 et seq. GDPR (e.g., EU Standard Contractual Clauses) and under appropriate supplementary measures where necessary.
• For processing in which EZTO is its own controller (e.g., website, contract/billing data), the Privacy Policy applies.
• Professional secrecy holders (Section 203 of the German Criminal Code, StGB): For customers subject to a confidentiality obligation within the meaning of Section 203 StGB (or Section 121 of the Austrian Criminal Code, Article 321 of the Swiss Criminal Code), Section 20 of the DPA applies in addition. The processing of protected secrets is permitted only in a Section 203-capable configuration (Section 203 mode, Tier A “EU-controlled” or Tier B “EU-hosted”) and on the basis of a separate confidentiality agreement.

12. Rights, content, usage rights

• EZTO retains all rights to the Service, including software, documentation, trademarks, and further developments (“EZTO IP”). For the term, the Customer receives a non-exclusive, non-transferable right to use the Service in accordance with the contract.
• The Customer remains the owner of all rights to the data/content it provides (“Customer Content”).
• For the term, the Customer grants EZTO a non-exclusive, worldwide, sublicensable (to subprocessors/AI providers, where necessary) license to process Customer Content solely to provide, secure, and improve the Service in accordance with the contract and the DPA.
• Unless mandatory third-party rights conflict, the Customer may use outputs for its own business purposes. The Customer is responsible for reviewing outputs (in particular accuracy, legal compliance, third-party rights).
• EZTO may use Customer feedback to further develop the Service without compensating the Customer.

13. Warranty

• The provision of the Service is governed by the statutory provisions; strict (no-fault) liability for initial defects (Section 536a (1), first alternative, BGB) is excluded.
• The Customer reports defects without undue delay in text form with a comprehensible description. Technical changes, further developments, and temporary restrictions (e.g., maintenance) are possible and do not constitute a defect, provided the contractual use is not materially impaired.
• EZTO does not warrant that AI outputs are accurate, complete, or economically usable.

14. Liability

• Liability is unlimited in cases of intent, gross negligence, injury to life, body, or health, and under mandatory law.
• In the event of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for the contract.
• Otherwise, liability is excluded to the extent legally permissible.
• Total liability is limited in amount to the fees paid by the Customer in the twelve (12) months preceding the damaging event; if the contract has existed for less than twelve (12) months, to the fees paid up to that point.
• No liability for the accuracy or economic usability of AI outputs.

15. Final provisions

• German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
• The place of jurisdiction is Mainz, to the extent permissible.
• EZTO may provide services through third parties. Any assignment of rights/obligations by the Customer requires EZTO’s prior written consent, unless mandatory law provides otherwise.
• Amendments to these Terms: EZTO may amend these Terms with effect for the future where there is an objective reason (e.g., changes in the legal situation, supreme court case law, technical or regulatory framework conditions) and the legitimate interests of the Customer are appropriately taken into account. EZTO will announce amendments at least four (4) weeks before they take effect in text form. If the Customer does not object within four (4) weeks of receipt, the amendments are deemed accepted; the announcement will point out the period and consequences. In the event of an objection, there is a right of termination. Amendments to material primary obligations or to fees require the Customer’s consent (Section 4 remains unaffected).
• Should any provision of these Terms be or become wholly or partially invalid or unenforceable, or contain a gap, the validity of the remaining provisions remains unaffected. In place of the invalid/unenforceable provision, or to fill the gap, an appropriate, legally permissible provision that comes closest to what the parties intended economically is deemed agreed.
• Amendments and supplements to these Terms require at least text form; this also applies to the waiver of this form requirement.