1. General Provisions
1.1. These General Terms and Conditions shall apply to contracts for the use of contea.ai and the related services and products offered by us in connection therewith. Our offer is directed exclusively at entrepreneurs. We reject the conclusion of contracts with consumers. If we have been deceived about the fact that our contracting party is a consumer, we reserve the right to terminate the contract for cause without notice.
1.2. Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if we are aware of them, unless their validity is expressly agreed to. These General Terms and Conditions shall apply even if we unconditionally perform the service with knowledge of conflicting or deviating from our terms and conditions or additional terms and conditions of the Customer.
2. Availability
We shall ensure an availability of contea.ai at the point of transfer (interface to the Internet in the data center in which contea.ai is operated by us) of 98% per contract month. Downtime for maintenance work of no more than 1 hour between 10 p.m. and 4 a.m. at our registered office shall not reduce availability.
3. Prohibited Use
3.1. The Customer may not use contea.ai in violation of the rights of third parties or for unlawful purposes. In particular, the Customer shall refrain from any use that could lead to us being accused of violating applicable laws or the rights of third parties. Otherwise, the Customer shall indemnify us against all corresponding claims by third parties, including reasonable costs of legal review and representation. Should corresponding claims be asserted against us, we shall inform the Customer without undue delay. The Customer shall be entitled to participate in the defense of such claims at its own expense.
3.2. If the Customer violates the provisions of paragraph 1, we may block the Customer's access or that of its users to contea.ai or the corresponding data to the extent necessary if the violation can be eliminated or reduced by this measure in our reasonable discretion. To the extent reasonable for us, we shall inform the Customer of the violation of paragraph 3 by setting a reasonable deadline and request the Customer to eliminate the violation. The request or information about a measure taken shall be sent by email to the email address stored in the customer account. Instead of blocking, data may also be deleted if we are obligated to do so, if blocking is not sufficient to eliminate the violation and if the data processing agreement concluded with the Customer would not be violated.
3.3. If the Customer continues to violate or repeatedly violates the provisions of paragraph 3 despite a corresponding warning, we may terminate the contract extraordinarily without notice. We shall also be entitled to extraordinary termination if a single violation of paragraph 3 was so serious that we cannot be expected to continue working with the Customer.
4. Transfer of Rights by the Customer
To the extent that the Customer stores data, documents or other content in contea.ai, the Customer grants us all rights, licenses and permissions necessary for the performance of the contract, including but not limited to the rights to store, process, modify, reproduce and transmit such content.
5. Fees and Billing
5.1. The fees to be paid by the Customer and their due dates shall be governed by the respective agreement.
5.2. All prices quoted by us are net prices.
6. Term and Termination
6.1. The contract shall be concluded for a fixed term for the contract period selected by the Customer when placing its order. It may only be terminated for cause before the expiry of the fixed term. Otherwise, termination shall be possible until the expiry of the last day of the agreed contract term. If no termination occurs, the fixed term shall be extended by the period agreed upon at the conclusion of the contract.
6.2. The right to terminate for cause shall remain unaffected.
7. Customer's Right to Switch
7.1. The Customer may export all digital data and assets stored in contea.ai within the meaning of Regulation (EU) 2023/2854 of the European Parliament and of the Council ("Data Act") at any time. We shall provide the Customer with documentation of the corresponding function upon request.
7.2. In accordance with the requirements of Art. 25 Data Act, the Customer may, with two months' notice, (i) initiate a switch to another data processing service or to an on-premises IT system or (ii) instead of switching, request the deletion of all digital data and assets processed by the Customer at the end of the contract. The request shall be sent to us by email to ??. During the notice period and the subsequent transition period, the provisions of the contract with the Customer shall continue to apply.
7.3. No later than the expiry of the notice period, the Customer shall notify us in text form (email to the address specified in paragraph 2) which switching option is to be exercised and, if applicable, the data of the third parties authorized by the Customer who are involved in the switch.
7.4. The switch shall be completed without undue delay and - if technically feasible - within thirty calendar days after the expiry of the notice period (transition period). If the maximum transition period should not be technically feasible, we shall notify the Customer within 14 working days of receipt of the switching request, justify the technical infeasibility in accordance with the requirements of the Data Act and specify an alternative transition period which shall not exceed seven months. The Customer shall also be entitled to extend the transition period once for a period that the Customer considers appropriate for its own purposes; our ordinary right of termination shall remain unaffected. The notification shall be sent to us in text form by email to the address specified in paragraph 2. We shall provide the contractually owed services unchanged during the (extended) transition period in accordance with the provisions of this contract.
7.5. Upon request of the Customer, we shall support the switch to the extent required by law and any further extent agreed separately and shall provide the relevant information reasonably requested for this purpose. During the transition period, we shall, in accordance with the requirements of the Data Act, (i) provide reasonable assistance to the Customer and third parties authorized by the Customer in the switching process, (ii) act with due care to maintain business continuity and continue to provide the contractual functions or services, (iii) inform the Customer of known risks attributable to us for the uninterrupted provision of functions or services, and (iv) ensure a high level of security during the switching process and during the retrieval period, in particular for data transmission and storage, in accordance with applicable Union or national law.
7.6. After the end of the transition period, a retrieval period of at least thirty (30) calendar days shall begin. During the retrieval period, the Customer may retrieve remaining data and assets in a common, machine-readable format via the API. After the expiry of the retrieval period (or a date mutually agreed upon by the parties at a later date) and subject to the successful completion of the switching process, we shall completely delete all Customer data and assets in accordance with applicable data protection regulations.
7.7. After completion of the switching process, the Customer shall send a completion notice in text form (email to the address specified in paragraph 2) confirming the successful completion of the switch. Upon receipt of the Completion Notice, the switch shall be deemed successfully completed.7.8. This contract shall terminate, and the Customer shall be notified of the termination, (i) upon successful completion of the switching process or (ii) upon expiry of the notice period if the Customer has requested the deletion of all data and assets instead of a switch.
7.9. No separate fee shall be charged for the switch. If the Customer has concluded a contract with us with an annual term, we shall be entitled to a penalty for the premature termination of the contract pursuant to Art. 25 Data Act in the amount of the fee that we would have been entitled to charge the Customer in the event of ordinary termination of the contract without the Customer exercising its right under Art. 25 Data Act.
8. Warranty Claims
8.1. In the event of defects in performance, the Customer shall be entitled to the statutory rights as modified below, whereby we shall decide whether to remedy the defect by repair or replacement.8.2. A limitation period of one year is agreed for warranty claims. This period shall not apply to claims for damages due to the breach of warranty claims; in this respect, the provisions on liability shall apply.
9. Liability
9.1. Liability for intent and gross negligence shall be unlimited.
9.2. In the event of a slightly negligent breach of material contractual obligations, liability shall be limited in amount to foreseeable and typical contractual damages. Material contractual obligations are those whose fulfillment is essential for the proper performance of the contract and on whose compliance the injured party may regularly rely. The limitation period for claims under this paragraph shall be one year.
9.3. 2 shall not apply to claims arising from injury to body, health or life, in the event of fraudulent conduct, assumption of a guarantee, liability for initial inability or culpable impossibility, or for claims under the Product Liability Act.
10. Data Protection
10.1. Upon request of the Customer, we shall conclude a separate data processing agreement in accordance with Art. 28 GDPR.10.2. In all other respects, we undertake to process personal data provided to us by the Customer for the performance of the contract and which is not subject to data processing in accordance with the applicable data protection regulations.
11. Final Provisions
11.1. This contract contains all agreements of the parties on the subject matter of the contract. Any deviating collateral agreements and previous agreements on the subject matter of the contract shall hereby become ineffective.
11.2. Amendments and supplements to this contract shall require written form, unless a stricter form is prescribed by law. To comply with this written form requirement, signing by means of a simple electronic signature within the meaning of Art. 3 No. 10 eIDAS Regulation (EU No. 910/2014) generated in DocuSign, comparable software or a comparable procedure shall also suffice. A declaration by email alone shall not be sufficient. This shall also apply to the waiver of the written form requirement.
11.3. The Customer's general terms and conditions shall not apply to this contract. This shall also apply if reference to their inclusion in subsequent documents related to this contract has been made without objection.
11.4. Should any provision of this contract be or become invalid, ineffective or unenforceable in whole or in part, or should a necessary provision not be included, the validity and enforceability of all other provisions of this contract shall not be affected.
11.5. The law of the Republic of Estonia shall apply (excluding conflict of law rules).
11.6. The exclusive place of jurisdiction shall be the competent courts in Tallinn (Harju County).
Version EN 25.11.2025
