General Terms and Conditions

General Terms and Conditions (AGB) of Logicx AI GmbH
Czerningasse 10/1, 1020 Vienna, Austria
Email: office@logicx-ai.com
Managing Director: Julian Lumetsberger
VAT ID: ATU81498345
Company Register Number: 643624g

(hereinafter referred to as “LOGICX AI” or the “Provider”)

Effective date: 28 May 2025

1. Scope and General Provisions

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

1.2 These AGB form the basis for all offers, deliveries, and services of LOGICX AI. They are primarily addressed to entrepreneurs within the meaning of Section 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 applicability in writing.

1.4 Priority of specific agreements: Detailed provisions regarding the 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 referred to as “Individual Contracts”). In the event of contradictions, these Individual Contracts shall take precedence over these AGB.

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

2. Subject Matter of the Contract and Performance of Services

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 the services to be provided by LOGICX AI results from the respective Individual Contract. LOGICX AI provides 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 Contracts.

2.2 LOGICX AI is entitled to engage subcontractors for the performance of its services. LOGICX AI remains responsible for the services provided by such subcontractors as for its own actions and shall inform the Contractual Partner upon request about material subcontractors who have direct access to the Contractual Partner’s data or perform critical parts of the services. A requirement for the Contractual Partner’s consent to the use of specific subcontractors may be agreed upon in an Individual Contract.

2.3 LOGICX AI reserves the right to adapt its services to the current state of the art as well as to changed legal or economic conditions, provided that such adaptations are reasonable for the Contractual Partner and do not materially impair the purpose of the contract. The Contractual Partner will be informed in due time of any material changes.

2.4 A transfer or sublicensing of the usage rights granted to the Contractual Partner is only permitted with the Provider’s express written consent or based on corresponding provisions in an Individual Contract or partner agreement.

3. Conclusion of Contract

3.1 Offers made by LOGICX AI are non-binding and subject to change unless they are expressly designated as binding.

3.2 A contract is concluded by the written acceptance of a binding offer from LOGICX AI by the Contractual Partner, by a written order confirmation from LOGICX AI, or by signing an Individual Contract. The activation or use of services may also constitute acceptance of the contract if this has been communicated accordingly.

4. Prices and Payment Terms

4.1 The prices agreed upon in the respective Individual Contract shall apply. Unless otherwise stated, all prices are in euros and exclude statutory value-added tax.

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

4.3 In the event of late payment, LOGICX AI is entitled to charge default interest at the statutory rate (Section 456 UGB), as well as reminder fees, and may suspend the provision of services until full payment has been received. Further statutory claims remain unaffected.

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, and agreed quality, to designate competent contact persons, and to fulfill other cooperation obligations in accordance with the Individual Contract.

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 regulations regarding personal data processed by it 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 usage conditions, data protection provisions, and technical requirements. The Contractual Partner ensures that the services are used only in accordance with these conditions.

6. Intellectual Property and Usage Rights

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

6.2 The Contractual Partner receives the specific usage rights to the contractual services as granted in the respective Individual Contract (e.g., EULA), generally non-exclusive, 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 provided by LOGICX AI and the underlying software 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 Contract. LOGICX AI is entitled to use anonymized and aggregated insights from the performance of services to improve and further develop its AI systems and services, provided that no conclusions can be drawn about the Contractual Partner or its trade secrets and applicable data protection regulations are complied with.

6.4 The Provider is entitled to verify the contractual use of the services by the Contractual Partner or its end users through appropriate technical or organizational measures if there are justified reasons (e.g., license overuse, security-critical incidents). The Contractual Partner shall reasonably support such audits and provide evidence upon request. In addition, the Contractual Partner may, after reasonable prior notice and while maintaining confidentiality and the Provider’s trade secrets, review or have reviewed by a third party subject to confidentiality obligations the compliance by LOGICX AI with material contractual obligations, in particular regarding data protection and information security. Details, in particular regarding frequency and allocation of costs, shall be agreed on a case-by-case basis or in the Individual Contract.

7. Warranty and Liability

7.1 LOGICX AI warrants the agreed quality of the services in accordance with applicable law and the provisions of the Individual Contract. In the event of defects, LOGICX AI is primarily entitled to remedy the defect or provide a replacement.

7.2 LOGICX AI shall be liable to entrepreneurs for damages caused by it – 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, damages under the Product Liability Act, or breaches of essential contractual obligations, the fulfillment of which is a prerequisite for the proper performance of the contract and on which the Contractual Partner may regularly rely.

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

7.4 The Contractual Partner is responsible for regularly backing up its data. This also applies to data that the Contractual Partner provides to or processes within the systems of LOGICX AI, unless an explicit backup service for such specific data of the Contractual Partner has been agreed in the Individual Contract.

8. Confidentiality

8.1 The contracting parties undertake to treat all confidential information of the other party that becomes known to them in the course of contract initiation and performance (in particular business and trade secrets) as strictly confidential and to use it only for contractually agreed purposes. This obligation continues to apply after termination of the contractual relationship.

9. Data Protection

9.1 LOGICX AI processes personal data in compliance 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 Article 32 GDPR.

9.2 If LOGICX AI processes personal data on behalf of the Contractual Partner, a separate data processing agreement (DPA) pursuant to Article 28 GDPR shall be concluded.

9.3 Unless otherwise regulated in the Individual Contract or DPA, core data processing systems used by LOGICX AI to provide the contractual services for the Contractual Partner and on which personal data of the Contractual Partner is processed are operated within the European Union (EU) or the European Economic Area (EEA).

10. Contract Term and Termination

10.1 The term and termination modalities for the respective services result from the Individual Contract.

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 the Contractual Partner’s specific data in accordance with the provisions of the Individual Contract or a DPA or securely delete such data, unless mandatory statutory retention obligations apply. Any modalities and costs for extensive data migration or conversion shall be regulated in the Individual Contract.

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 comparable providers (hereinafter referred to as “Third-Party Services”), for certain functions of its software solutions.

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

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

11.4 The Contractual Partner undertakes to comply with all applicable Third Party Terms when using the Provider’s services insofar as they involve Third-Party Services, in particular with regard to data processing, security requirements, and usage restrictions.

11.5 Integrations and modifications carried out by the Contractual Partner:

(a) If the Contractual Partner, on its own initiative and responsibility, carries out integrations into the Provider’s services, connects its own software or third-party interfaces (APIs) to the Provider’s services, or otherwise makes changes or extensions to the solutions provided by the Provider (collectively “Contractual Partner-initiated modifications”), this shall be done at the sole risk of the Contractual Partner.

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

(c) The Contractual Partner shall indemnify and hold harmless the Provider from and against all third-party claims (including reasonable costs of legal defense) arising from the fact that a Contractual Partner-initiated modification infringes third-party rights (e.g., copyrights, data protection rights, competition law), violates statutory provisions, or otherwise causes 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 suspicion that such modifications endanger or violate the stability, security, or integrity of the Provider’s services, third-party rights, or statutory provisions, the Provider may, at its discretion:
(i) request the Contractual Partner to immediately modify or remove the respective Contractual Partner-initiated modification;
(ii) temporarily or permanently restrict or block the Contractual Partner’s access to the affected parts of the services or the entire service;
(iii) and if the Contractual Partner does not comply with a request pursuant to (i) within a reasonable period or if there is imminent danger, as a last resort and to the extent necessary to avert risks or legal violations, deactivate, remove, or modify the respective Contractual Partner-initiated modification itself. Where possible, the Provider shall inform the Contractual Partner in advance and give it the opportunity to comment, unless this is not practicable due to urgency.

12. Obligations of the Contractual Partner with Regard to the EU Regulation on Artificial Intelligence (AI Regulation / AI Act)

12.1 LOGICX AI provides AI solutions (hereinafter referred to as “AI Systems”) for the contractually agreed purpose and in accordance with the provided specifications. LOGICX AI takes all necessary measures to comply with the Regulation on Artificial Intelligence (“AI Regulation”) for the AI Systems provided by LOGICX AI with regard to their original intended purpose.

12.2 The Contractual Partner assumes sole responsibility for compliance with all obligations incumbent upon it under the AI Regulation, in particular in the following cases: (a) if it substantially modifies an AI System provided by LOGICX AI or changes its original intended purpose; (b) if it integrates the AI System into its own products or services and thereby itself becomes a provider within the meaning of the AI Regulation; (c) if it uses or operates the AI System in such a way that it is classified as a high-risk AI system within the meaning of the AI Regulation or materially changes its risk classification; (d) if it uses a high-risk AI system as a deployer within the meaning of the AI Regulation.

12.3 In the cases listed in Clause 12.2, the Contractual Partner is obliged to independently, timely, and fully comply with all obligations incumbent upon it due to its specific role and the respective risk category of the AI System under the AI Regulation. This includes, in particular, the independent assessment of applicability and the implementation of all relevant governance, risk, documentation, transparency, and due diligence obligations under the AI Regulation.

12.4 The Contractual Partner shall inform LOGICX AI in writing of any planned use, modification, or integration pursuant to Clause 12.2 that could materially change the regulatory classification of the AI System or the allocation of responsibilities under the AI Regulation.

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

12.6 LOGICX AI shall not be liable for violations of the AI Regulation that are attributable to actions or omissions of the Contractual Partner pursuant to Clause 12.2 or that fall within the Contractual Partner’s sole area of responsibility pursuant to Clause 12.3.

13. Reference Use

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

14. Final Provisions

14.1 Amendments and supplements to these AGB or to Individual Contracts must be made in writing to be effective, unless a stricter form is required by law. This also applies to any waiver of this written form requirement.

14.2 Austrian law shall apply exclusively, excluding its conflict-of-law rules and the United Nations 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 AGB shall be the competent court in Vienna, Inner City, Austria, provided that the Contractual Partner is an entrepreneur.

14.4 Should individual provisions of these AGB or an Individual Contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed that comes closest in economic terms to the intent and purpose of the original provision.