Terms and Conditions (AGB)

This English text is a translation provided for information only. The contract language is German; in the event of any discrepancy, the German Allgemeine Geschäftsbedingungen prevail (see section 12.5). Applies exclusively to businesses (B2B).

1. Basics

1.1 Provider and scope. These Terms govern the contractual relationship between Valiro Solutions UG (haftungsbeschränkt), Eduard-Kandl-Str. 23, 82211 Herrsching am Ammersee (Munich Local Court, HRB 311011; managing director: Olga Ryannel) – hereinafter “Valiro” – and its commercial customers (“Customer”). Valiro provides software for managing projects, work packages, tasks and resources as Software-as-a-Service (SaaS). The offering is aimed exclusively at businesses (B2B), not at consumers. Deviating terms of the Customer do not apply, even if Valiro does not expressly object to them.

1.2 Conclusion of contract. Access requires registration (at app.valiro.ai). Upon registration and confirmation of these Terms by ticking the checkbox, a free-of-charge usage contract for the free plan comes into effect. A paid contract (Pro plan) arises separately when the Customer selects a paid plan and the billing method (monthly or annually) and places the order via the correspondingly clearly labeled button (e.g. “Order with obligation to pay”); this creates the payment obligation and the subscription. Enterprise services are governed individually by separate agreement (offer and acceptance). No additional confirmation by email is required. Details on plans and seats can be found in the pricing overview; term and termination are governed by section 9.

1.3 Accounts. A user account is tied to an email address; through it a company account (“Account”) can be created. The creating user is initially the account administrator and can grant access to further users. The paid subscription is tied to the respective account or company. The acting user warrants that they are entitled to effectively represent the company; otherwise they are personally liable.

1.4 Electronic commerce. The obligations under Sec. 312i(1) sentence 1 nos. 1–3 and sentence 2 BGB are excluded.

2. Valiro’s Services

2.1 Scope of services. Valiro provides: (a) the Valiro software for managing projects, work packages, tasks and resources; (b) a mobile application for accessing individual functions via mobile devices (“Valiro app”), currently provided as a browser-based mobile app; if Valiro additionally offers it via app stores in the future (e.g. Google Play Store, Apple App Store), the terms of the respective app store operator additionally apply in that respect; and (c) supplementary technical services (e.g. data import, setup) exclusively by separate agreement. Such services are governed by a separate contract and are not the subject of these Terms. Details and prices result from the order and the service and pricing overview in its respective valid version (“service description”).

2.2 Right of use. For the term of the contract, the Customer receives a simple, non-transferable and non-sublicensable right to use the Valiro software via a web browser for its own business purposes. The right applies to the company named in the order together with its dependent branches, to the extent of the licenses acquired. Transfer to third parties – including affiliated companies within the meaning of Sec. 15 AktG – is prohibited without a separate agreement.

2.3 Intellectual property and usage restrictions. All rights to the Valiro software, the Valiro app, the underlying technology and to trademarks and other marks belong exclusively to Valiro or its licensors; the Customer receives only the usage rights described in section 2.2. The Customer may not decompile, disassemble, reverse-engineer or otherwise attempt to determine the source code, may not replicate the software, may not read it out in an automated manner (scraping), and may not remove any intellectual property notices, unless mandatory statutory provisions (e.g. Sec. 69e UrhG) permit this. Valiro is entitled to technically limit excessive or abusive use – in particular the circumvention of technical limits or a number of automated requests or AI calls that endangers system stability – (rate limiting) or, after warning, to temporarily suspend it.

2.4 Feedback. If the Customer submits suggestions, improvement proposals or other feedback to Valiro, Valiro may use it without restriction in terms of time, place and content and free of charge to improve and further develop its services. The Customer acquires no rights to developments based thereon; Valiro is not obliged to implement feedback.

2.5 Beta and test features. Valiro may provide functions as beta, test or preview versions (“beta features”). These are provided “as is” without warranty of defects and without any availability commitment, may contain errors and may be changed, restricted or discontinued at any time. The provisions on availability (section 2.6) and on defect claims (section 6) do not apply in this respect; the liability provisions under section 8 remain unaffected.

2.6 Availability. Valiro provides the software with an availability of 95% on annual average, measured at the transfer point (router output of the data center); the Customer is responsible for the internet connection to that point. Scheduled maintenance windows as well as outages due to force majeure or suspensions required for security reasons do not count as downtime. If availability is significantly undercut over three consecutive months and Valiro fails to remedy this even after a reasonable grace period, either party may terminate extraordinarily; further claims are governed by section 8.

2.7 Support and documentation. Valiro offers free email support for technical problems (working days Mon–Fri, 9 a.m.–5 p.m. CET, except on public holidays; first response generally within 36 hours). Paid live support as well as AI support outside business hours may be added. Valiro does not owe any documentation beyond any online help (e.g. manuals, training materials, source code commentary).

2.8 Subcontractors. Valiro may use subcontractors (e.g. for hosting, CDN, AI features, email dispatch and payment processing). The subcontractors used are listed in the data processing agreement (DPA, section 5.3). For new or changed subcontractors that process personal customer data, Valiro informs in advance in text form; the Customer may object for important data protection reasons within the period regulated in the DPA (section 5.2).

2.9 Changes to the software. Since this is standard software (multi-tenant SaaS), Valiro may further develop and change it where necessary for good cause (law, technology, security) or where the change is predominantly advantageous for the Customer or does not significantly disadvantage them. Valiro generally announces changes that are more than insignificantly disadvantageous four weeks in advance in text form; if the Customer does not object by the time the change takes effect, the change is deemed accepted (Valiro points out the right to object and the deadline). In the event of objection, Valiro may terminate extraordinarily.

3. Prices and Payment

3.1 Remuneration and due date. The Customer pays the agreed remuneration (depending on the selected plan and the number of seats booked, plus any additional services). All prices are net plus statutory VAT. The usage fee is due in advance for the selected contract period; additional services upon conclusion of contract.

3.2 Invoice and payment. Valiro issues an invoice as a PDF to the specified email address at the beginning of the respective period; the Customer agrees to electronic invoicing. Payment is made as agreed; the technical payment processing is handled by the payment service provider Stripe Payments Europe Ltd. In the case of SEPA direct debit, the Customer grants a mandate and ensures the necessary account coverage.

3.3 Return debit. For a return debit for which the Customer is responsible (e.g. insufficient funds, incorrect bank details, unjustified objection), a flat fee of €10.00 is charged, covering the actual return debit costs of the payment service provider. The Customer reserves the right to prove that no damage or lesser damage was incurred; Valiro may adjust the flat fee if the payment service provider’s fees change.

3.4 Default in payment. If the Customer is in default with a not insignificant part of the remuneration, Valiro may, after warning, temporarily suspend access or terminate extraordinarily. During suspension there is no access to the stored data.

3.5 Price for subsequent periods. The agreed price applies to the respective current contract period. For a subsequent period (renewal), Valiro may adjust the price. Valiro communicates the price applicable to the subsequent period at least four weeks before the end of the current contract period in text form; the current pricing overview is available online. The Customer is not bound by the new price: if they do not agree, they can prevent the renewal by terminating the contract at the end of the current contract period; Valiro expressly points out this right and the deadline in the notice. For this purpose, the Customer has a special right of termination from receipt of the notice. If the Customer does not terminate, the communicated price applies to the subsequent period.

4. Customer’s Obligations

4.1 Lawful use. The Customer uses the services only in accordance with the contract, does not infringe the rights of third parties and complies with applicable laws, in particular on data protection, competition and copyright law as well as the EU AI Act. It does not upload unlawful or harmful data.

4.2 AI features. If the Customer uses AI features, it bears sole responsibility for the data it enters (“inputs”) and for the use of the results generated by the AI (“outputs”); it reviews the outputs for accuracy and suitability for its purpose.

4.3 Own obligations. The Customer is solely responsible for the legal relationships with its own customers and contacts; Valiro does not become a party in this respect.

4.4 Access data and data backup. The Customer protects its access data from access by third parties and makes no fraudulent false statements. It regularly backs up its data itself and retains tax- and commercial-law-relevant data in accordance with statutory requirements (GoBD). Backups maintained by Valiro serve exclusively operational security and the restoration of the platform in the event of a fault or emergency; they do not constitute a warranty of quality, a data recovery service intended for the Customer or a substitute for the Customer’s own data backup. If the Customer breaches its backup obligation, Valiro is liable for data loss only up to the damage that would have arisen even with proper backup – except in cases of intent or gross negligence.

4.5 System requirements. Unless otherwise agreed, use requires a current version of a common web browser (e.g. Google Chrome, Firefox, Microsoft Edge, Safari) with JavaScript and cookies enabled.

4.6 Audit. Where there are concrete indications of use beyond the agreed extent, Valiro may, after notice, review the actual use and request suitable evidence; the Customer cooperates within 14 days. Valiro may retroactively invoice any additional use identified at the valid prices. The Customer bears audit costs only in the case of a culpable breach.

5. Customer Data, Confidentiality, Data Protection

5.1 Customer data. All data entered, imported or generated by the Customer in the software – including any personal data of third parties – as well as, when using the AI features, the inputs and outputs (“customer data”) remain the responsibility of the Customer. Valiro treats them confidentially and acts as a technical service provider in this respect. For troubleshooting and to ensure proper operation, Valiro may process customer data to the extent necessary; where access to personal data occurs, this takes place in accordance with the DPA (section 5.3). For the further development and improvement of the software and for benchmarking, Valiro uses customer data only in anonymized form.

5.2 AI processing. When using the AI features, the inputs and outputs are transmitted to subcontractors used by Valiro for the provision of the service (currently EdenAI via its EU endpoint with processing exclusively in the EU zone; language model used: Google Gemini). These inputs and outputs are not used to train third-party AI models.

5.3 Processing on behalf. Insofar as Valiro processes personal customer data on behalf of the Customer, it does so as a processor pursuant to Art. 28 GDPR; for this purpose the parties conclude a data processing agreement (DPA). If data is transferred to a country outside the EEA, Valiro ensures appropriate safeguards pursuant to Art. 44 et seq. GDPR (in particular EU Standard Contractual Clauses). The Customer remains the controller under data protection law and ensures the necessary consents and data protection information.

5.4 Recording of conversations. Valiro records conversations with customers (e.g. by telephone or video chat) only with prior express consent and in compliance with data protection requirements.

5.5 Rights to AI outputs. Insofar as rights exist in the results generated by the AI features (“outputs”) and Valiro can dispose of them, Valiro grants the Customer the right to use the outputs for its own business purposes. There is no claim to uniqueness; identical or similar outputs may also be generated for other users. The Customer is responsible for the use of the outputs (section 4.2); Valiro does not warrant that outputs are free from third-party rights, and the Customer bears the risk of infringing third-party rights through the use of the outputs.

6. Defect Claims

6.1 Warranty. Valiro provides the software free from defects of quality and title and keeps it usable in accordance with the contract during the term; the service description in its respective valid version is decisive; the ongoing further development under section 2.9 is included. Adaptation to changed operating conditions (e.g. new hardware or operating systems, new data formats, feature scope of competing products) is not owed. The Customer reports defects promptly and comprehensibly; Valiro remedies them within a reasonable period, if necessary by a reasonable workaround.

6.2 Exclusions. Strict liability for initial defects (Sec. 536a(1) alt. 1 BGB) is excluded. There is no warranty for external systems and data connections outside the agreed requirements and – for AI features – for the accuracy, completeness or uniqueness of the outputs.

6.3 Limitation. Defect claims become time-barred in 12 months; this does not apply insofar as Valiro is mandatorily liable under section 8.1. Otherwise the statutory rules apply.

7. Indemnification

7.1 Indemnification by the Customer. The Customer indemnifies Valiro against third-party claims (including authorities) based on a breach of its contractual obligations, including reasonable legal defense costs. The prerequisite is that Valiro informs the Customer promptly, makes no acknowledgment and – as far as possible – leaves the defense to the Customer at the Customer’s expense.

8. Liability

8.1 Scope. Valiro is liable without limitation in cases of intent and gross negligence as well as in the legally mandatory cases (injury to life, body or health; express guarantee; fraudulent intent; Product Liability Act). In the case of slight negligence, Valiro is liable only for the breach of essential contractual obligations (cardinal obligations) and, in terms of amount, limited to the foreseeable damage typical for the contract, but no more than the annual remuneration paid in the last 12 months. Otherwise liability is excluded. Guarantees require written form.

8.2 Extension. The limitations of liability also apply to legal representatives, employees and agents of Valiro.

9. Trial Phase, Term and Termination

9.1 Trial phase. The Customer can test the Pro features free of charge for 14 days without providing payment data; during the trial phase the volume limits of the free plan apply. The trial phase does not automatically convert into a paid contract. After the 14 days, the Customer either switches to the paid Pro plan or continues to use the free plan with its functional and volume limits. With trial access, Valiro may use the Customer’s email address for its own advertising (cf. section 10).

9.2 Term and termination. The term depends on the selected plan. In the monthly plan the contract runs for one month from activation and automatically renews by a further month each time; the Customer may terminate at any time with effect at the end of the current contract month. The contract month is measured from the day of activation or the last renewal, not by the calendar month. In the annual plan the contract runs for twelve (12) months and automatically renews by a further twelve (12) months each time, unless terminated with one (1) month’s notice to the end of the respective term. Fees already paid in advance are not refunded pro rata.

9.3 Expansion and reduction. The Customer can add additional licenses or modules at any time at the valid prices (valiro.ai/pricing); the remuneration is calculated pro rata for the remaining term. A reduction is only possible at the end of the term subject to the notice period; fees already paid are not refunded.

9.4 Form and extraordinary termination. Terminations by Valiro are made in writing or in text form. The Customer may terminate by email to info@valiro.ai or – where provided in the product – via a corresponding termination function (cancellation button) in the user account. If termination is made by email, it should come from the stored address of an account administrator and contain the company name and contact details so that it can be clearly assigned. The right to extraordinary termination for good cause remains unaffected for both parties; the defect rights (section 6) remain unaffected.

9.5 Suspension in case of breach. If the Customer significantly breaches essential contractual obligations, Valiro is entitled, after warning, to suspend access to the software until the breach is permanently remedied or a repetition is credibly excluded. The obligation to pay the agreed remuneration continues for the duration of the suspension. Further rights, in particular to extraordinary termination, remain unaffected.

9.6 Data at end of contract. After the end of the contract, the Customer can choose whether Valiro returns or deletes the customer data (cf. § 7 DPA). The return is made by Valiro providing the data via the export function in a common, structured and machine-readable format; Valiro does not owe any form of release beyond this. The Customer exports its customer data itself in good time via this function. 30 days after the end of the contract, Valiro irrevocably deletes the customer data, unless statutory retention obligations prevent this; where deletion is disproportionate (e.g. in backups), Valiro blocks the data in a data-protection-compliant manner.

10. Contact

10.1 Contact. Within the scope of trial access and use – regardless of whether free or paid – Valiro may contact the Customer by email or telephone, in particular for the purposes of service and contract performance, improvement of services, surveys and advertising in its own interest.

10.2 Marketing. Valiro may also send the Customer marketing communications; the Customer can object to this at any time via the unsubscribe link or support (valiro.ai/support). The Customer will continue to receive important information about the software and account even then. The contact data used is based on the information provided by the Customer, which the Customer must keep up to date.

10.3 Reference listing. Valiro may name the Customer (name and logo) as a reference customer on the website and in sales and marketing materials. The Customer can object to this at any time with effect for the future in text form.

11. Export and Sanctions Law

The use of the Valiro software by persons or companies in countries subject to an embargo or comparable restrictive measures of the EU or Germany, as well as by persons listed on EU sanctions lists, is prohibited; Valiro may suspend, adapt or discontinue the services in the event of a sanctions or regulatory case.

12. Final Provisions

12.1 Text form and declarations. Notices and declarations under this contract may be made in text form (Sec. 126b BGB, e.g. by email); Valiro uses the address provided in the order for this purpose. There are no side agreements; changes to the contract require text form.

12.2 Assignment of contract. Valiro may transfer the contract to an affiliated company (Sec. 15 et seq. AktG) and announces this at least four weeks in advance; the Customer receives a special right of termination, and remuneration paid in advance is refunded pro rata.

12.3 Changes to these Terms.

(a) Permissible grounds for change. Valiro may change these Terms with effect for the future insofar as the change is necessary due to (i) changes in the legal situation, statutory requirements or supreme court case law, (ii) technical development, IT security reasons or changed requirements of the service providers used to provide the service, or (iii) the adaptation of operational processes, and it is reasonable for the Customer.

(b) Excluded content. This clause does not change the price and the main contractual performance obligations; price adjustments are governed exclusively by section 3.5, changes to the software by section 2.9.

(c) Procedure. Valiro announces changes at least four weeks before they take effect in text form and points out the right to object and the consequences. If the Customer does not object by the time they take effect, the changes are deemed approved. In the event of objection, the previous Terms continue to apply; Valiro may then terminate ordinarily at the end of the term.

12.4 Set-off. The Customer may only set off with undisputed or legally established claims or exercise a right of retention.

12.5 Contract language. The contract language is German; translations serve information purposes only, the German version is authoritative.

12.6 No waiver. If Valiro does not exercise a right to which it is entitled, or does not exercise it immediately, this does not constitute a waiver.

12.7 Law and jurisdiction. German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If the Customer is a merchant or a legal entity under public law, the place of jurisdiction is Valiro’s registered office – even in the case of a foreign registered office or cross-border reference; Valiro may also sue at the Customer’s registered office.

12.8 Force majeure. If a party is prevented from fulfilling its obligations by force majeure, the affected obligations are suspended for the duration and to the extent of the event; there is no liability in this respect. Force majeure means extraordinary events not attributable to the party, in particular natural disasters, epidemics and pandemics, war, strike, cyberattacks (e.g. DDoS), large-scale failures of telecommunications, energy or cloud or subcontractor services, as well as official or legislative measures. The affected party informs the other without undue delay. If the force majeure lasts longer than 60 days, either party may terminate the contract extraordinarily.

12.9 Prohibition of assignment. The Customer may transfer rights and obligations under this contract to third parties only with Valiro’s prior consent. Valiro’s right to transfer the contract under section 12.2 remains unaffected.

12.10 Severability clause. If a provision is invalid, the contract remains otherwise effective; the invalid provision is replaced by the effective one that comes closest to the economic purpose.