General Terms and Conditions

1. Scope and General Provisions

1.1 These General Terms and Conditions (GTC) apply to all business relationships and contracts between LOGICX AI and its contractual partners (hereinafter referred to as “Contractual Partner”), concerning the software products, AI solutions, and associated services offered by LOGICX AI (collectively referred to as “Services”).

1.2 These GTC form the basis for all offers, deliveries, and services provided by LOGICX AI. They are primarily directed at entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB).

1.3 Deviating, conflicting, or supplementary terms and conditions of the Contractual Partner shall only become part of the contract if LOGICX AI has expressly agreed to their validity in writing.

1.4 Priority of Specific Agreements: Detailed provisions regarding scope of services, specific usage rights (licenses), prices, terms, and other conditions are set out in individual offers, order forms, service descriptions, partner agreements, end-user license agreements (EULAs), or other specific contractual documents (collectively “Individual Agreements”). In the event of conflicts, these Individual Agreements shall take precedence over these GTC.

1.5 If the Contractual Partner distributes the Services of the Provider under a partner or reseller model or passes them on to end users, it is obliged to pass on all relevant end user terms (including EULA, privacy policy, and other usage requirements) to its end customers (flow-down obligation) and ensure that these are accepted. The Contractual Partner shall be liable to LOGICX AI for the proper transfer and for any violations of these terms by its end customers.

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2. Subject Matter and Service Provision

2.1 LOGICX AI develops and distributes software and AI solutions and provides related services such as consulting, implementation, support, and training. The exact scope of services to be provided by LOGICX AI shall be derived from the respective Individual Agreement. LOGICX AI shall perform its services in accordance with the current state of the art and recognized industry standards. Specific service level agreements (SLAs) may be agreed upon in Individual Agreements.

2.2 LOGICX AI is entitled to use subcontractors for the provision of services. LOGICX AI remains responsible for the performance of subcontractors as if it were its own and will inform the Contractual Partner on request about key subcontractors who have direct access to the Contractual Partner's data or perform critical services. A requirement for the Contractual Partner’s consent to the use of specific subcontractors may be set forth in the Individual Agreement.

2.3 LOGICX AI reserves the right to adapt its Services to the current state of technology and to changes in legal or economic framework conditions, provided that this is reasonable for the Contractual Partner and does not significantly impair the purpose of the contract. The Contractual Partner will be informed in a timely manner about significant changes.

2.4 The transfer or sublicensing of usage rights granted to the Contractual Partner is only permitted with the express written consent of the Provider or based on corresponding provisions in an Individual or Partner Agreement.

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3. Conclusion of Contract

3.1 Offers from LOGICX AI are non-binding and subject to change, unless expressly designated as binding.

3.2 A contract is concluded by written acceptance of a binding offer from LOGICX AI by the Contractual Partner, by written order confirmation from LOGICX AI, or by signing an Individual Agreement. Activation or use of Services may also be deemed acceptance of the contract if communicated accordingly.

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4. Prices and Terms of Payment

4.1 The prices agreed upon in the respective Individual Agreement apply. All prices are in euros and exclusive of statutory VAT, unless otherwise stated.

4.2 Unless otherwise agreed in the Individual Agreement, invoices are payable within 14 days from the invoice date without deduction.

4.3 In case of default in payment, LOGICX AI is entitled to charge default interest at the statutory rate (§ 456 UGB), to claim reminder fees, and, if necessary, to suspend service delivery until full payment is made. Further legal claims remain unaffected.

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5. Rights and Obligations of the Contractual Partner

5.1 The Contractual Partner is obliged to provide all information, data, and documents required for the performance of services by LOGICX AI in a timely, complete manner and in the agreed quality, to designate competent contacts, and to fulfill other cooperation obligations in accordance with the Individual Agreement.

5.2 The Contractual Partner is obliged to use the services of LOGICX AI as intended and in compliance with applicable laws and contractual agreements. Any misuse is prohibited.

5.3 The Contractual Partner is responsible for compliance with all applicable data protection laws regarding the personal data it processes in connection with the Services of LOGICX AI, unless LOGICX AI acts as a processor under a separate data processing agreement (DPA).

5.4 If the Contractual Partner grants third parties (e.g., end customers) access to the Provider’s services, it undertakes to inform such third parties of all applicable terms of use, data protection regulations, and technical requirements. The Contractual Partner shall ensure that the Services are used only in accordance with these terms.

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6. Intellectual Property and Usage Rights

6.1 All copyrights, patents, trademarks, and other intellectual property rights to the services created by LOGICX AI, especially software, AI solutions, documentation, and training materials, remain exclusively with LOGICX AI or its licensors.

6.2 The Contractual Partner shall receive the specific, typically non-exclusive, usage rights to the contractual services granted in the respective Individual Agreement (e.g., EULA), for the agreed duration and purpose.

6.3 Data provided by the Contractual Partner remains the property of the Contractual Partner. Intellectual property in the systems and underlying software provided by LOGICX AI remains with LOGICX AI. Provisions regarding rights to specific results and analyses generated for the Contractual Partner based on its data are set out in the Individual Agreement. LOGICX AI is entitled to use anonymized and aggregated insights from the service delivery to improve and develop its AI systems and services, provided no conclusions can be drawn about the Contractual Partner or its trade secrets, and all applicable data protection regulations are observed.

6.4 The Provider is entitled to verify the contractual use of the Services by the Contractual Partner or its end users using appropriate technical or organizational measures, provided there are justified reasons (e.g., license violations, security-related events). The Contractual Partner shall support such audits appropriately and provide evidence upon request. Additionally, the Contractual Partner may, with reasonable notice and while maintaining confidentiality and the Provider’s trade secrets, verify or have a third party bound to confidentiality verify LOGICX AI’s compliance with essential contractual obligations, particularly regarding data protection and information security. Details, especially regarding frequency and cost allocation, shall be defined in each case or in the Individual Agreement.

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7. Warranty and Liability

7.1 LOGICX AI warrants the agreed characteristics of the services in accordance with applicable law and the provisions of the Individual Agreement. In the case of defects, LOGICX AI is primarily entitled to repair or replace.

7.2 LOGICX AI is liable to entrepreneurs for damages – regardless of the legal basis – only in cases of intent or gross negligence. Liability for slight negligence is excluded to the extent permitted by law. This limitation of liability does not apply to personal injury, claims under product liability law, or the violation of essential contractual obligations, the fulfillment of which is necessary for the proper execution of the contract and on which the Contractual Partner may regularly rely.

7.3 Liability for indirect damages, consequential damages, lost profits, data loss, or business interruptions is excluded to the extent permitted by law.

7.4 The Contractual Partner is responsible for regularly backing up their data. This also applies to data that the Contractual Partner inputs into or processes with LOGICX AI’s systems, unless a specific backup service for such data is explicitly agreed upon in the Individual Agreement.

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8. Confidentiality

8.1 The contracting parties agree to treat all confidential information of the other party (in particular trade and business secrets) obtained during contract negotiation and performance strictly confidential and to use it only for contractually agreed purposes. This obligation continues even after the termination of the contractual relationship.

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9. Data Protection

9.1 LOGICX AI processes personal data in accordance with the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act. LOGICX AI implements appropriate technical and organizational measures (TOMs) to protect processed data in accordance with Art. 32 GDPR.

9.2 If LOGICX AI processes personal data on behalf of the Contractual Partner, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR shall be concluded.

9.3 Unless otherwise agreed in the Individual Agreement or DPA, core data processing systems used by LOGICX AI to deliver contractual services to the Contractual Partner and in which personal data of the Contractual Partner is processed, will be operated within the European Union (EU) or the European Economic Area (EEA).

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10. Term and Termination

10.1 The term and termination modalities for the respective services are set out in the Individual Agreement.

10.2 The right to extraordinary termination for good cause remains unaffected for both parties.

10.3 After termination of the contractual relationship, LOGICX AI may, upon request of the Contractual Partner, provide or securely delete their specific data in accordance with the terms of the Individual Agreement or a DPA, unless mandatory legal retention obligations prevent this. Any modalities and costs for extensive data migration or conversion shall be specified in the Individual Agreement.

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11. Use of Third-Party Software

11.1 The Provider uses services and interfaces (APIs) of third-party providers, such as Google, Microsoft, or other similar providers (“Third-Party Services”), for certain functionalities of its software solutions.

11.2 The Contractual Partner acknowledges and agrees that the respective terms and conditions of these third-party providers (“Third Party Terms”) apply to the use of such services. These terms are not part of the contract between the Contractual Partner and LOGICX AI but apply in addition to the use of the corresponding Third-Party Services. LOGICX AI may make a current list of the essential Third-Party Services used for its core services and, where possible, links to their terms available in an appropriate form (e.g., on its website or in product documentation). The Contractual Partner is obliged to inform itself of these terms and comply with them when using the Third-Party Services.

11.3 LOGICX AI selects the Third-Party Services it uses with due care. However, the Provider assumes no warranty or liability – to the extent permitted by law – for functionality, uninterrupted availability, or any changes made by the third party (e.g., to APIs). The Provider is not responsible for data loss, malfunctions, or performance limitations that are directly and exclusively due to disruptions or changes within the sphere of the third party and which LOGICX AI could not avert despite due diligence.

11.4 The Contractual Partner agrees to comply with all applicable Third Party Terms when using the Provider’s services involving such third-party services, especially regarding data processing, security requirements, and usage restrictions.

11.5 Changes and integrations by the Contractual Partner:

(a) If the Contractual Partner, on its own initiative and responsibility, integrates or modifies the Provider’s services by connecting its own software or third-party interfaces (APIs), or otherwise alters or expands the solutions provided by the Provider (collectively “Contractual Partner-Initiated Modifications”), this is done at the sole risk of the Contractual Partner.

(b) The Contractual Partner acknowledges that such modifications may impair the functionality, stability, and security of the Provider’s services. The Provider assumes no warranty or liability for disruptions, damage, or data loss resulting from Contractual Partner-Initiated Modifications.

(c) The Contractual Partner shall indemnify and hold the Provider harmless from all third-party claims (including reasonable legal defense costs) arising from such modifications that infringe third-party rights (e.g., copyrights, data protection rights, competition law), violate legal provisions, or cause damage to third parties or the Provider.

(d) The Provider is entitled to review Contractual Partner-Initiated Modifications. If the Provider determines or has reasonable grounds to suspect that such modifications compromise the stability, security, or integrity of the Provider’s services, third-party rights, or legal regulations, the Provider may, at its discretion:
(i) request that the Contractual Partner immediately modify or remove the modification;
(ii) temporarily or permanently restrict or suspend access to the affected parts or entire services;
(iii) and, if the Contractual Partner fails to comply with the request under (i) within a reasonable period or in cases of urgency, take the last-resort action of deactivating, removing, or modifying the modification, as necessary to prevent harm or legal violations. The Provider will inform the Contractual Partner in advance and offer an opportunity to comment, unless impracticable due to urgency.

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12. Obligations of the Contractual Partner Regarding the EU Artificial Intelligence Regulation (AI Act)

12.1 LOGICX AI provides AI solutions (“AI Systems”) for the contractually agreed purpose and in accordance with the specifications provided. LOGICX AI takes all necessary measures to comply with the Artificial Intelligence Regulation (“AI Act”) for the AI Systems it supplies, with respect to their original intended use.

12.2 The Contractual Partner assumes sole responsibility for compliance with all obligations under the AI Act, particularly in the following cases:
(a) if it substantially modifies an AI System provided by LOGICX AI or changes its intended use;
(b) if it integrates the AI System into its own products or services and thereby becomes a provider under the AI Act;
(c) if it uses or operates the AI System such that it is classified as a high-risk AI system under the AI Act or its risk classification is significantly altered;
(d) if it deploys a high-risk AI system as a deployer under the AI Act.

12.3 In the cases mentioned in Clause 12.2, the Contractual Partner is obliged to independently, timely, and fully fulfill all obligations assigned to them under the AI Act based on their specific role and the risk category of the AI System. This includes, in particular, self-responsible assessment of applicability and implementation of all relevant governance, risk, documentation, transparency, and diligence obligations under the AI Act.

12.4 The Contractual Partner shall notify LOGICX AI in writing of any planned use, modification, or integration under Clause 12.2 that could significantly change the regulatory classification of the AI System or the allocation of responsibilities under the AI Act.

12.5 The Contractual Partner shall indemnify LOGICX AI from all third-party claims – including any fines and legal defense costs – resulting from a breach of its obligations under the AI Act in connection with the actions referred to in Clauses 12.2 and 12.3.

12.6 LOGICX AI shall not be liable for any violations of the AI Act resulting from actions or omissions of the Contractual Partner under Clause 12.2 or falling within their sole responsibility under Clause 12.3.

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13. Reference Naming

13.1 LOGICX AI is entitled to name the Contractual Partner as a reference after prior written consent. This consent may be revoked by the Contractual Partner at any time with future effect.

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14. Final Provisions

14.1 Amendments and additions to these GTC or Individual Agreements must be made in writing to be valid, unless a stricter legal form is required. This also applies to the waiver of this written form requirement.

14.2 Austrian law shall apply exclusively, excluding its conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

14.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with contracts based on these GTC shall be the competent court in Vienna, Inner City, Austria, provided the Contractual Partner is a business entity.

14.4 Should individual provisions of these GTC or an Individual Agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed which comes closest to the economic intent of the original provision.