General Terms and Conditions (GTC) of nanostudios.ai

As of: May 27, 2025

Preamble These General Terms and Conditions (hereinafter “GTC”) govern the contractual relationship between nanostudios.ai (hereinafter “Provider” or “we”) and its customers (hereinafter “Customer” or “you”) regarding the use of the SaaS platform for AI agents, known as “Nanospace” (hereinafter “Platform” or “Services”).

§ 1 Scope and Provider Information

These GTC apply to all contracts concerning the use of the Services offered by nanostudios.ai. We do not recognize any terms and conditions of the Customer that conflict with or deviate from these GTC, unless we have expressly agreed to their validity in writing.
These GTC apply to both consumers (as defined in § 13 German Civil Code - BGB) and entrepreneurs (as defined in § 14 German Civil Code - BGB), unless a distinction is made in the respective clause.
The provider of the Services is: nanostudios.ai Owner: Katharina Schneider (Sole Proprietorship) Hauptstraße 129c 61440 Oberursel Germany VAT Identification Number pursuant to § 27 a German VAT Act: DE313414306 Represented by: Katharina Schneider Contact: Email: info@nanostudio.ai, Phone: +49-6172-9819221

§ 2 Subject Matter of the Contract

The subject matter of the contract is the provision of a web-based SaaS platform under the domain https://nanos.nanostudio.ai/ (called “Nanospace”), which enables the Customer to access a personal workspace and use various AI-powered software agents (hereinafter “Agents”) therein.
The Agents can be used for various tasks, the specific functional scope of which is derived from the respective service description on the website https://nanostudio.ai/de/nanos (German version, English version to be provided at https://nanostudio.ai/en/nanos or from an individual offer.
The Services particularly include: a. Access to Nanospace via a personal login. b. The use of the provided standard Agents. c. Optionally, the configuration and use of complex or individualized Agents according to a separate agreement.
The Provider is entitled to adapt the hardware and software used to provide the Services to the current state of technology. This may also result in changes to the system requirements on the Customer’s side. The Provider will inform the Customer of such changes in due time.
The Provider may use subcontractors to provide the Services. This also includes the Professional Service Team in Pakistan for certain setup and support services. However, the Provider remains the sole contractual partner and responsible party towards the Customer. When processing personal data by subcontractors, the requirements of the GDPR, in particular through the conclusion of Data Processing Agreements and, if necessary, ensuring appropriate safeguards for third-country transfers, will be met.

§ 3 Registration, User Account, and Conclusion of Contract

The use of the Platform requires the creation of a user account. The Customer is obliged to provide truthful and complete information during registration and in the offer process and to keep this information up to date.
The contract for the use of the Services is concluded as follows: a. The Customer submits a request to the Provider, or the Provider makes an individual offer to the Customer regarding the services to be provided and the conditions. b. The contract is concluded upon acceptance of this offer by the Customer (e.g., by email or in text form) and the subsequent order confirmation by the Provider. c. After conclusion of the contract, the Provider will activate the Customer’s access to Nanospace.
There is no entitlement to the conclusion of a user contract. The Provider reserves the right to reject requests without stating reasons.
The Customer is responsible for maintaining the confidentiality of their access data (username, password) and must protect them from access by third parties. In case of suspected misuse, the Provider must be informed immediately.
If the Customer is a consumer, they have a right of withdrawal. They will be informed about this separately. [NOTE: A separate withdrawal policy is required and must be provided before the contract is concluded if B2C customers are served.]

§ 4 Scope of Services, Availability, and Support

The specific scope of services (e.g., number of Agents, specific functions, storage space) results from the offer accepted by the Customer and the service description referenced therein, also viewable at https://nanostudio.ai/de/pricing (German version, English version to be provided at https://nanostudio.ai/en/pricing).
Token Usage for AI Models: a. The use of some Agents requires the processing of requests by external or internal Large Language Models (LLMs), which consumes so-called “Tokens.” b. The responsibility for the costs of these Tokens is regulated as follows and will be specified in the individual offer for the Customer: i. Option 1 (Costs covered by Provider): For certain Agents or up to a usage volume defined in the offer, the Provider covers the incurred Token costs. Details hereof (e.g., included Agents, monthly Token quota, costs for excess usage) will be set out in the offer. ii. Option 2 (Customer uses own API Keys): For certain Agents or for usage beyond that, the Customer is obliged to store their own API keys of the respective LLM providers in their Nanospace. In this case, the Customer settles the Token costs directly with the respective LLM provider. The Provider provides the technical means for integrating the keys. c. The Provider will inform the Customer about mechanisms for monitoring Token consumption if this is relevant for billing or if limits exist for which costs are borne by the Provider.
Availability: a. The Provider strives to ensure the highest possible availability of the Platform. However, uninterrupted availability cannot be technically guaranteed. b. Planned maintenance work, which may lead to temporary unavailability, will be announced to the Customer in advance whenever possible. c. Availability may be affected by circumstances beyond the Provider’s control (e.g., disruptions to public communication networks, force majeure).
Support: a. The Provider offers basic support for inquiries regarding the use of the Platform and for troubleshooting via email at support@nanostudio.ai. Response times for basic support are on a “best-effort” basis during the Provider’s usual business hours in Germany (Monday to Friday, excluding public holidays in Hesse). b. Additional support services, guaranteed response times, or dedicated contact persons can be agreed through separate Service Level Agreements (SLAs). The Provider will inform about the possibilities and conditions of such SLAs upon request.
Service Modifications: The Provider is entitled to further develop and modify the offered Services (e.g., through updates, new functions, adaptation to new technologies). The Provider will announce significant service modifications that could considerably affect the contractual purpose for the Customer in due time. If the Customer does not agree with the modification, they are entitled to a special right of termination.

§ 5 Usage Rights and Ownership of Results

For the duration of the contract, the Provider grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the Platform and the Agents contained therein in accordance with the provisions of this contract and the accepted offer.
The Customer is not entitled to decompile, disassemble, modify, duplicate, or make the Platform or parts thereof accessible to third parties, unless expressly permitted by this contract or mandatory statutory provisions.
All rights to the Platform, the Agents (if developed by the Provider), and the underlying software remain with the Provider or its licensors.
All content and results (Outputs) created by the Customer through the use of the Agents are the sole property of the Customer. The Customer grants the Provider only those usage rights necessary for the technical provision of the Services and the generation of these Outputs (e.g., for processing, temporary storage).

§ 6 Obligations of the Customer

The Customer is responsible for all activities that occur under their user account.
The Customer undertakes to use the Services only in compliance with applicable laws and these GTC. In particular, the Customer is prohibited from: a. Uploading, storing, or processing material that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racist. b. Using the Services in a way that could endanger the Provider’s systems or security or that of other users (e.g., by introducing viruses, Trojans). c. Infringing copyrights, trademark rights, or other intellectual property rights of third parties. d. Gaining unauthorized access to other users’ data or the Provider’s systems.
The Customer is solely responsible for regularly backing up the data they enter and the data generated through the use of the Agents in a manner appropriate to the risk.
If the Customer processes personal data of third parties via the Platform, the Customer is the controller for the processing within the meaning of the GDPR and must ensure that the processing is lawful. If necessary, a Data Processing Agreement (DPA) must be concluded with the Provider. The Provider will provide a template for this purpose.
The Customer shall indemnify the Provider against all claims asserted by third parties against the Provider due to a culpable breach of the Customer’s obligations under this contract or applicable law. This also includes the reasonable costs of legal defense.

§ 7 Remuneration, Payment Terms, Price Adjustment

Fees for the use of the Services are based on the individually agreed offer. Pricing is based on the Provider’s current price list, viewable at https://nanostudio.ai/de/pricing (German version, English version to be provided at [LINK_TO_ENGLISH_PRICING_PAGE]). All prices are exclusive of statutory VAT, unless otherwise stated.
Setup Fees: a. As a rule, no one-time setup fees are charged for the use of standard Agents, unless otherwise stated in the offer. b. One-time setup fees may apply for the setup, configuration, or individualization of complex Agents. The amount of these fees will be communicated transparently in the offer.
Recurring Fees (MRR): Recurring fees for access to the Platform and use of the Agents are generally due monthly or annually in advance, as specified in the offer.
Payment Method: Payment is made by bank transfer to the Provider’s account specified in the invoice. The Provider reserves the right to offer additional payment methods in the future.
Default in Payment: Invoices are due for payment without deduction within [PAYMENT TERM IN DAYS, e.g., 14 days] from the invoice date. If the Customer defaults on payment, the Provider is entitled to charge statutory default interest. After prior notification and setting a reasonable grace period, the Provider is also entitled to immediately suspend the Customer’s access to the Platform until the outstanding claims are fully settled. The right to claim further damages remains reserved.
Set-off and Right of Retention: The Customer is only entitled to a right of set-off if their counterclaims have been legally established or are undisputed by the Provider. The Customer can only exercise a right of retention if their counterclaim is based on the same contractual relationship. These rights are further restricted for entrepreneurs.
Price Adjustments: The Provider is entitled to adjust the prices for the ongoing Services with a notice period of at least six (6) weeks to the end of a billing period. In the event of a price increase, the Customer has a special right of termination. The Provider will specifically point out this right in the notification.

§ 8 Contract Term and Termination

The contract term is based on the agreement made in the offer.
- Monthly Term: If a monthly term has been agreed in the offer, the contract is automatically extended by one further month at a time, unless terminated by either party with a notice period of [NOTICE PERIOD MONTHLY, e.g., 14 days] to the end of the respective contract month.
- Annual Term: If an annual term has been agreed in the offer, the contract is automatically extended by one further year at a time, unless terminated by either party with a notice period of [NOTICE PERIOD ANNUALLY, e.g., three months] to the end of the respective contract year.
The right to extraordinary termination for cause remains unaffected for both parties. Cause shall be deemed to exist in particular if: a. the Customer is in default with a due payment despite a reminder and grace period, and the outstanding amount reaches [AMOUNT FOR EXTRAORDINARY TERMINATION, e.g., two monthly fees or a significant portion of the annual fee]. b. the Customer seriously or repeatedly breaches their contractual obligations, particularly those under § 6 of these GTC. c. insolvency proceedings are opened against the assets of the other party or the opening is rejected due to lack of assets.
Any termination must be in text form (e.g., email). [NOTE: For online consumer contracts concluded in Germany, a "termination button" is legally required. If applicable, please add and implement.]
After the end of the contract, the Customer’s access to the Platform will be blocked. The Customer is responsible for backing up their data before the contract ends. The Provider is entitled to delete the Customer’s data after a reasonable period (e.g., [30 days]) after the end of the contract, unless statutory retention obligations prevent this.

§ 9 Warranty

The Provider warrants the agreed quality of the Services and that the Customer can use the Services without infringing the rights of third parties.
Defects must be reported to the Provider immediately in writing or by email.
For entrepreneurs, the following applies: a. The warranty period is one year from the provision of the Services. b. The Provider has the choice between rectification (Nachbesserung) and replacement (Neulieferung). c. If the supplementary performance fails or is unreasonable for the Provider, the Customer may reduce the remuneration or – in the case of significant defects – withdraw from the contract. The Customer may only claim damages or reimbursement of futile expenses within the limits set out in § 10 (Liability).
For consumers, the statutory warranty provisions apply.
No warranty is provided for disruptions caused by improper operation by the Customer, unsuitable operating environment, or third-party interventions, unless the Customer proves that these circumstances were not the cause of the defect.

§ 10 Liability

The Provider is liable without limitation for intent, gross negligence, injury to life, body, or health, and in accordance with the provisions of the German Product Liability Act (Produkthaftungsgesetz).
In the event of a slightly negligent breach of material contractual obligations (Kardinalpflichten), the fulfillment of which is essential for the proper execution of the contract and on compliance with which the Customer may regularly rely, the Provider’s liability is limited to the foreseeable damage typical for the contract.
Otherwise, the Provider’s liability for slight negligence is excluded.
The foregoing limitations of liability also apply in favor of the Provider’s legal representatives and vicarious agents.
The Provider is liable for loss of data in accordance with the preceding paragraphs only if such loss could not have been avoided by appropriate data backup measures on the part of the Customer.
The Provider is not liable for damages arising from the use of third-party LLMs, unless these are due to a fault of the Provider (e.g., incorrect implementation of the interface). Responsibility for the content and results generated by external LLMs lies primarily with the respective LLM provider or the Customer who initiates the requests and uses their own API keys.

§ 11 Data Protection

The Provider processes the Customer’s personal data in accordance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
Details on the processing of personal data are regulated in the Provider’s separate Privacy Policy, available at https://nanostudio.ai/datenschutz (German version, English version at https://nanostudio.ai/en/privacy), which is an integral part of this contract.
Insofar as the Provider processes personal data on behalf of the Customer (e.g., if the Customer enters third-party data into the Platform), the parties shall conclude a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. The Provider will provide a template for this purpose. This is particularly relevant if the Customer, as a controller, has personal data processed via the Agents.

§ 12 Confidentiality

The contracting parties undertake to keep all confidential information of the other party, which becomes known to them in the course of the performance of the contract, secret indefinitely and to use it only for the purposes of this contract. Confidential information is all information and documents of the other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular business and trade secrets.
Excluded from this obligation is such confidential information that: a. was demonstrably already known to the recipient at the time of conclusion of the contract or becomes known thereafter from a third party, without thereby breaching a confidentiality agreement, statutory provisions, or official orders; b. is publicly known at the time of conclusion of the contract or becomes publicly known thereafter, unless this is due to a breach of this contract; c. must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.
This confidentiality obligation also applies beyond the termination of the contract.

§ 13 Amendment of the GTC

The Provider reserves the right to amend these GTC at any time, provided this is necessary due to changed legal or technical framework conditions or to adapt to new services or functions and does not unreasonably disadvantage the Customer.
Amendments to these GTC will be communicated to the Customer in text form (e.g., by email) at least six (6) weeks before their planned entry into force.
If the Customer does not object to the validity of the new GTC within four (4) weeks after receipt of the notification, the amended GTC shall be deemed accepted. The Provider will specifically inform the Customer in the notification about their right to object and the significance of the objection period.
If the Customer objects, the Provider has the right to terminate the contract at the time the planned amendment comes into effect.

§ 14 Final Provisions

The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). In the case of consumers, this choice of law only applies insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.
Place of Jurisdiction: a. If the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Frankfurt am Main, Germany. b. The same applies if the Customer does not have a general place of jurisdiction in Germany or if their domicile or habitual residence is not known at the time the action is filed. c. For consumers, the statutory places of jurisdiction apply.
Alternative Dispute Resolution (for consumers): The European Commission provides a platform for online dispute resolution (OS), which you can find at https://ec.europa.eu/consumers/odr/. The Provider is not obliged and not willing to participate in a dispute resolution procedure before a consumer arbitration board.
Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, an effective provision shall be deemed agreed which comes closest to the economic purpose of the invalid provision. The same applies to any regulatory gaps.