Please read these Terms and Conditions carefully before using the Service. By accessing or using the Service, you agree to be bound by these Terms in full. If you do not agree with any part of these Terms, you must not access or use the Service.
Capitalised terms have the meanings given below; singular and plural forms have the same meaning.
These Terms govern the use of the Service and constitute the entire agreement between you and the Company. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Service.
You represent that you are at least 18 years of age and have the legal authority to bind the entity on whose behalf you accept these Terms. Your use of the Service is also conditioned on your acceptance of our Privacy Notice.
When you create an Account, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms and may result in immediate termination of your Account. You are solely responsible for safeguarding your credentials and for all activities that occur under your Account, regardless of whether they are conducted by you, your Users, or any third party. You agree not to share your password and to notify us immediately of any unauthorised use.
You are fully responsible for your Users' compliance with these Terms. Any act or omission by a User shall be deemed an act or omission of you.
You are solely and fully responsible for all Customer Data, including its accuracy, legality, reliability, appropriateness, quality, ownership, and the right to use it. You represent and warrant that (i) you own or have all necessary rights, licences, consents and permissions to submit Customer Data to the Service and to allow Vindaris and its sub-processors to process it for the purposes described in these Terms and the Privacy Notice; (ii) Customer Data does not infringe any third-party rights, including intellectual property, privacy, publicity or contractual rights; and (iii) you have established a valid legal basis under applicable data-protection law for any personal data contained in Customer Data.
By submitting Customer Data, you grant Vindaris a worldwide, royalty-free, sub-licensable licence to host, store, copy, transmit, display, modify, and process Customer Data as necessary to provide, secure, maintain, and improve the Service and to comply with legal obligations.
You may not submit any Customer Data that is unlawful, infringing, defamatory, obscene, threatening, harassing, malicious, or otherwise objectionable, including (without limitation) content that: promotes unlawful activity; infringes any intellectual-property, privacy or publicity right; contains viruses, worms, malware or other harmful code; constitutes spam, chain letters or unauthorised solicitation; impersonates any person or entity; or contains special-category personal data (Art. 9 GDPR) unless you have established a valid legal basis. We reserve the right, but assume no obligation, to monitor, review, refuse, remove, or disable any Customer Data at our sole discretion.
Although we may perform routine backups for operational purposes, we do not warrant or guarantee the integrity, availability, or recoverability of Customer Data. Backups may be corrupted, incomplete, or unrecoverable for reasons including but not limited to data that was corrupted before backup or that changed during the backup process. You agree to maintain your own complete and accurate copy of all Customer Data in a location independent of the Service. We have no liability arising from any loss, corruption, deletion, or unavailability of Customer Data, except as expressly set out in Section 11.
The Service and all of its original content (excluding Customer Data), features, functionality, software, code, design, structure, "look and feel", trademarks, trade names, logos, and documentation are and shall remain the exclusive property of the Company and its licensors, and are protected by copyright, trademark, trade-secret and other laws of Germany, the European Union, and other jurisdictions. Nothing in these Terms transfers to you any right, title, or interest in or to the Service other than the limited, non-exclusive, non-transferable, revocable right to use the Service in accordance with these Terms. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
You hereby assign to the Company all right, title, and interest in and to any Feedback you provide. To the extent any such assignment is ineffective, you grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable licence to use, reproduce, modify, exploit, and distribute Feedback for any purpose without restriction, attribution, or compensation.
If you believe that material on the Service infringes a copyright you own or are authorised to enforce, please send a written notice to privacy@vindaris.com describing the alleged infringement in reasonable detail. We will respond at our sole discretion. You may be liable for damages (including costs and attorneys' fees) for misrepresenting that any content is infringing.
The Service may contain links to, or enable integrations with, Third-Party Services that are not owned or controlled by the Company. We do not endorse, monitor, or control any Third-Party Service and assume no responsibility for its content, terms, privacy practices, availability, accuracy, or any data transferred to or from it. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Service, including any failure, outage, change, or termination of such service. Your use of any Third-Party Service is solely at your own risk and subject to that provider's terms.
We engage sub-processors to provide the Service. Each sub-processor is bound by a data processing agreement that imposes confidentiality, security and limited-purpose obligations. The current, authoritative list of sub-processors maintained by Vindaris is published on our Security page.
We will give reasonable advance notice of new sub-processors. Your continued use of the Service after such notice constitutes acceptance; if you do not accept, you may terminate your subscription in accordance with these Terms.
Third-party tools you authorise via OAuth or API key (for example Google Tasks) are not sub-processors of Vindaris — they are independent controllers of the data held on their own platforms. See the Privacy Notice for the distinction.
Fees are as stated on the pricing page or order form at the time of subscription. All prices are net of applicable VAT (Mehrwertsteuer) and other taxes. Invoices are issued in advance according to the billing cycle and are due immediately on issuance. All fees are non-refundable in whole and in part, regardless of actual usage, account suspension, termination, downtime, defects, dissatisfaction, or any other circumstance, except where, and only to the extent that, a refund is strictly required by mandatory applicable law. We may revise pricing on renewal with at least 30 days' prior notice.
If you fail to pay any amount when due, we may, in addition to any other remedy, suspend or terminate the Service after a 14-day grace period. Statutory late-payment interest applies (§ 288 BGB). You will reimburse all reasonable costs of collection.
We may suspend, restrict, or terminate your Account and your access to the Service immediately, without prior notice or liability, for any reason whatsoever — including without limitation if you breach these Terms, fail to pay any amount when due, or if we are required to do so by law. Upon termination, your right to use the Service ceases immediately. You may terminate your Account at any time by discontinuing use of the Service and following any in-app cancellation flow; termination does not entitle you to any refund. Sections that by their nature should survive termination shall survive.
You agree to defend, indemnify, and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, and licensors from and against any and all claims, demands, actions, investigations, losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or in any way connected with: (a) Customer Data or any submission, posting, transmission, or use thereof; (b) your or your Users' use of or access to the Service; (c) your breach of these Terms or violation of any applicable law or third-party right (including any intellectual-property, privacy, or data-protection right); (d) any Third-Party Service you connect or instruct us to connect; and (e) any negligent or wrongful act or omission by you or your Users. We may, at our option, assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you will fully cooperate with us. You may not settle any claim without our prior written consent.
To the maximum extent permitted by applicable law, the Service is provided to you on an "AS IS" and "AS AVAILABLE" basis, with all faults and defects, and without warranty of any kind. The Company, on its own behalf and on behalf of its Affiliates, licensors, sub-processors, and service providers, expressly disclaims all warranties, conditions, representations, and undertakings, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, accuracy, title, non-infringement, and any warranties arising out of course of dealing, course of performance, usage, or trade practice.
Without limiting the foregoing, we make no warranty or representation, and provide no undertaking, that: (i) the Service will meet your requirements, expectations, or business objectives; (ii) the Service will operate uninterrupted, error-free, secure, or in any particular environment; (iii) any errors, defects, or vulnerabilities can or will be corrected; (iv) Customer Data will be preserved, accurate, or recoverable; (v) the Service or its servers, content, or transmissions are free of viruses or other harmful components; (vi) the Service will be compatible with any Third-Party Service; or (vii) any AI-generated suggestions, summaries, classifications, alignments, or other outputs will be accurate, complete, current, lawful, non-infringing, or fit for any purpose. AI-assisted features are provided "as is" and you must independently verify any output before relying on it.
11.1 General exclusion. To the maximum extent permitted by applicable law, the Company, its Affiliates, sub-processors, suppliers, licensors, and their respective directors, officers, employees, contractors, and agents shall have no liability whatsoever to you, your Users, your Affiliates, or any third party for any loss, damage, claim, cost, or expense — direct, indirect, incidental, special, consequential, exemplary, punitive, or otherwise — arising out of or in connection with these Terms, the Service, any AI-assisted feature, any Third-Party Service, any Customer Data, any backup, any security event, or any related subject matter, regardless of the form of action (whether in contract, tort, statutory, strict liability, restitution, or otherwise) and even if we were advised of the possibility of such damages or if any limited remedy fails of its essential purpose. The exclusion includes, without limitation, loss of profits, revenue, savings, goodwill, business, reputation, opportunity, data, privacy, or anticipated benefits, business interruption, regulatory fines, and any harm resulting from defective, inaccurate, biased, or infringing AI output.
11.2 Sole monetary cap. Where and only to the extent any liability of the Company cannot, by mandatory law, be excluded under Section 11.1, the Company's total aggregate monetary liability — combined across all claims of any kind whatsoever, including claims for breach of data-protection obligations and for infringement of any third party's intellectual-property right, and aggregated across you, your Users, your Affiliates, all persons claiming through or under you, all Service instances, all accounts, all incidents, and the entire term of these Terms — shall not in any case exceed the total net fees actually paid by you to the Company under these Terms during the twelve (12) months immediately preceding the event first giving rise to any such claim. This is the sole and exclusive remedy. The cap is an essential allocation of risk; the Service would not be offered at the stated price without it.
11.3 Strict mandatory carve-outs. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, namely: (a) liability for intent (Vorsatz); (b) liability for grossly negligent acts of the Company's legal representatives or executive employees (leitende Angestellte); (c) liability for injury to life, body or health caused by us; (d) liability under the German Product Liability Act (ProdHaftG); (e) liability for fraudulent concealment of defects (arglistiges Verschweigen); and (f) liability under any express written guarantee (Garantie) given by the Company. Save for items (a) and (c) — for which no monetary cap applies as a matter of mandatory law — the monetary cap in Section 11.2 applies to the maximum extent permitted by law to all items in this Section 11.3.
11.4 No liability for indirect, third-party, or customer-side causes. Without prejudice to the above, the Company is not liable for: any act, omission, error, malware, outage, change, or termination of any Third-Party Service or integration; any inaccuracy, loss, corruption, or unavailability of Customer Data, including any failure of backup or restore; any harm caused by your or your Users' configuration, instructions, credentials, content, or use of AI outputs without independent verification; any harm caused by force majeure within the meaning of Section 11.6; or any harm to which you contributed or which you could reasonably have avoided.
11.5 Limitation period. Any claim against the Company arising out of or in connection with these Terms or the Service must be notified to us in writing and brought before a competent court within one (1) year after you became aware, or could reasonably have become aware, of the facts giving rise to the claim. After this period, any such claim is permanently and finally barred. Statutory limitation periods that cannot be shortened (in particular for liability for intent) remain unaffected.
11.6 Force majeure. The Company shall not be liable for any delay, suspension, or failure of performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, labour disputes, governmental or regulatory action, embargoes, sanctions, pandemics, fires, floods, power or telecommunications failures, denial-of-service or other cyberattacks, internet outages, failures of any Third-Party Service, sub-processor or upstream provider, AI-model provider outages, or shortages of materials or personnel.
11.7 No service levels, no refunds. The Company makes no uptime, availability, performance, support-response, or other service-level commitment of any kind. No service credits, refunds, rebates, or other remedies are offered for any unavailability, degradation, defect, error, downtime, latency, security incident, data loss, support issue, or any other event affecting the Service. Fees, once paid, are non-refundable in whole and in part regardless of usage, suspension, termination, or dissatisfaction.
You may use the Service only for your internal business purposes and may not disclose any non-public information about the Service (including pricing, performance, roadmap, or AI behaviour) to any third party. We may identify you as a customer and use your name and logo in marketing materials unless you object in writing.
We reserve the right, at our sole discretion, to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We may also amend these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice. What constitutes a material change is determined at our sole discretion. By continuing to access or use the Service after the revised Terms take effect, you agree to be bound by them. If you do not agree, your sole remedy is to stop using the Service.
These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the registered seat of the Company in Germany, provided you are a merchant (Kaufmann), a legal entity under public law, or a special fund under public law. We retain the right to bring claims against you at your general place of jurisdiction.
Before bringing any formal claim, you agree to first attempt to resolve any dispute informally by contacting us in writing at legal@vindaris.com. We are not obligated to participate in any consumer arbitration or alternative dispute-resolution proceeding (Verbraucherschlichtung) and decline to do so.
You represent and warrant that you (i) are not located in, organised under the laws of, or ordinarily resident in any country subject to EU, UN, US, or UK comprehensive sanctions or embargoes, and (ii) are not listed on any restricted-party list maintained by any such authority. You shall not use the Service in violation of any export-control or sanctions law.
If any provision of these Terms is held to be unenforceable or invalid, that provision shall be modified and interpreted to accomplish its objectives to the greatest extent permitted by applicable law, and the remaining provisions shall continue in full force. Failure by the Company to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely, including to any Affiliate or successor in connection with a merger, acquisition, restructuring, or sale of assets.
These Terms, together with the Privacy Notice and any order form referencing them, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements, communications, and understandings. Any conflicting terms in any purchase order or other document issued by you are expressly rejected and shall have no effect.
For contractual or billing matters: support@vindaris.com
For legal notices and disputes: legal@vindaris.com
For data-protection matters: privacy@vindaris.com
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