Terms of Service of conclusia

1. Scope and contract documents

1.1 These Terms govern the use of the conclusia service for building, researching and maintaining lists of companies, through the web app and through our interface for AI assistants (the “Service”). The Service is provided by conclusia GmbH, Berlin, Germany (“conclusia”, “we”, “us”). Our company details are in the imprint at www.conclusia.io/imprint.

1.2 These Terms form a contract between us and the business for which the Service is used (the “Customer”). They apply to every plan, free or paid.

1.3 The Data Processing Agreement at www.conclusia.io/legal/data-processing-agreement (the “DPA”) is part of these Terms.

1.4 Where the Customer has concluded a separate agreement with us about the use of the Service, such as a Usage Agreement, an order form or an accepted offer (each an “Order”), the Order takes precedence over these Terms in the event of any conflict. These Terms apply in addition to the Order, and to any use of the Service that the Order does not cover. Data protection terms agreed individually, in an Order or in a separately signed data processing agreement, take precedence over the DPA. General terms and conditions of the Customer do not apply, even if we do not expressly object to them.

1.5 Definitions used in these Terms:

(a) “Authorised User”: a natural person whom the Customer allows to use the Service under its account.

(b) “Customer Data”: all content that the Customer or its Authorised Users put into the Service or have the Service produce for them, such as briefs, chat messages, lists, uploaded files, research results and data retrieved from Data Providers.

(c) “Output”: the results the Service generates for the Customer, such as lists, company descriptions, classifications, research results and assistant answers. Output is part of Customer Data.

(d) “Company Database”: the database of companies that we build and maintain from publicly available sources.

(e) “Data Providers”: third-party data sources from which the Service retrieves data at the Customer’s request.

2. Business customers and accounts

2.1 The Service is offered only to entrepreneurs within the meaning of § 14 BGB or comparable provisions of foreign law, and to legal persons and special funds under public law or their foreign equivalents. The Service is not offered to consumers. A natural person may use the Service if they act for commercial or self-employed professional purposes. This includes a person who is preparing to found or acquire a business.

2.2 At registration, the registering person confirms that they act for a business and are authorised to accept these Terms and the DPA for it. We may ask for reasonable evidence of the business status and may refuse a registration.

2.3 The contract for the free plan is concluded when we activate the account after registration. The contract for a paid plan is concluded by an Order or by a purchase in the product. A purchase of research credits is concluded when the payment is confirmed at checkout. § 312i(1) sentence 1 nos. 1 to 3 BGB do not apply.

2.4 Logins are personal. Each Authorised User needs their own login and may not share it. The Customer keeps login credentials confidential, informs us without undue delay at support@conclusia.io if it suspects misuse, and is responsible for the use of the Service by its Authorised Users as for its own.

2.5 Administrators of a Customer account can see the members of that account. We may tell a business which accounts are registered in its name or with its email domains.

2.6 We may contact Authorised Users about their use of the Service, for example for onboarding, support and important product information. We send advertising only as permitted by law.

3. Plans, free plan and seats

3.1 The scope and limits of each plan are shown in the plan description in the product and on our website and, for paid plans, in the Order. For a paid plan, the scope agreed when the plan was ordered applies; clause 4.5 governs later changes.

3.2 The scope and limits of the free plan are those shown in the product at the time of use. Because the free plan is free of charge, we may change, limit or discontinue it at any time. Each person may hold only one free account.

3.3 A free trial of a paid plan ends as stated when it is granted and is treated like the free plan for warranty (clause 8.2) and liability (clause 9.4).

3.4 Paid plans are licensed for the number of Authorised Users (seats) agreed in the Order or at purchase. Each seat is for one named person and may be reassigned only when the previous person permanently no longer needs access. To check that the agreed number of seats is respected, we record limited technical data about sign-in sessions and review it for signs that a seat is shared; details are in the Privacy Policy at www.conclusia.io/legal/privacy-policy. If a plan is used by more persons than the agreed seats, the Customer shall either order additional seats or ensure that the agreed number is respected.

3.5 Research credits. On every plan, an administrator of the account may buy research credits in the product. All Authorised Users of the account use the same credits. Credits pay for research in the Service, such as research columns and data from Data Providers, at the prices shown in the product before use. On the free plan, purchased credits also unlock the features shown in the product. Credits do not expire and cannot be transferred or paid out. They are not refunded unless the law requires it. If we discontinue the free plan or terminate the contract other than for good cause, the Customer may use the remaining purchased credits on a paid plan or have them refunded. Clause 3.2 does not entitle us to reduce the value of purchased credits.

4. The Service

4.1 AI output. The Service is based on AI systems, including large language models. When using the assistant in the web app or the interface for AI assistants, Authorised Users interact with an AI system. Output is generated automatically from public and third-party sources and is not reviewed by a human at conclusia. It may be incomplete, outdated or wrong, and it may differ between runs for the same brief. Output is research support and not legal, tax, financial or investment advice. The Customer shall review Output before relying on it. The Service is intended for researching companies and the business roles of the people who act for them.

4.2 Company Database. We build the Company Database by automated means from publicly available sources and are the controller for the personal data it contains. We do not promise that it is complete, correct or current, or that a particular company is contained in it or found for a particular brief.

4.3 Data Providers. Data Providers are optional: the Customer decides whether to retrieve data from them. They are independent sources with their own terms; the current list is at www.conclusia.io/legal/subprocessors. We do not promise that their data is correct, complete or current, or that a particular Data Provider remains available. The Customer is responsible for using retrieved personal data lawfully. In particular, the Customer needs its own legal basis, fulfils its own information duties towards the persons concerned and complies with § 7 UWG when it contacts them.

4.4 Third-party AI assistants. AI assistants of third parties that the Customer connects to the Service are the Customer’s own tools. The Customer is responsible for the instructions they send to the Service and for what happens to data once it has been passed to them.

4.5 Availability, support and changes. We provide the Service with due care. A particular availability, support level or response time is owed only if an Order says so. Support is available by email at support@conclusia.io. We may develop the Service further and change its features, provided that the core functions of a paid plan are not materially reduced during its term.

4.6 Force majeure. Neither party is liable for a failure or delay in performing its obligations, other than payment obligations, to the extent that it is caused by events beyond its reasonable control that could not have been prevented with reasonable care, such as natural disasters, war, official orders, or large-scale failures of public networks, energy supply or third-party infrastructure on which the Service depends. If such an event lasts longer than 30 days, either party may terminate the affected paid plan for good cause, and fees already paid for the period after termination are refunded pro rata.

5. Customer Data and use of data

5.1 Customer Data belongs to the Customer. Where Customer Data contains personal data, the Customer is the controller and we process it as the Customer’s processor under the DPA.

5.2 The Customer is responsible for the lawfulness of Customer Data and of its use of the Service and of Output. In particular, the Customer ensures that it has the rights and the legal basis required for the content it uploads and for the research it instructs.

5.3 We use data as follows:

(a) We process Customer Data to provide the Service.

(b) Authorised conclusia staff who are bound to confidentiality may access Customer Data where this is needed for support, for troubleshooting and fixing defects, and for security.

(c) We may analyse how the Service is used (usage data) in order to operate, secure and improve it.

(d) We may use data in anonymised form, so that no Customer, project or person can be identified, to improve the Service, including to develop, train and evaluate models. By accepting these Terms, the Customer instructs us to anonymise data for this purpose. Customer Data that has not been anonymised is not used to train AI models, neither by us nor by our providers.

(e) Public company information that becomes known through the Service, for example the website of a company that the Customer adds to a list, may be added to the Company Database without any link to the Customer.

5.4 We may use suggestions and feedback about the Service that the Customer or its Authorised Users give us, free of charge and without restriction, to improve the Service.

6. Permitted use

6.1 For the term of the contract, the Customer receives a non-exclusive, non-transferable right to use the Service within its plan for its own business purposes through its Authorised Users. All other rights in the Service and in the Company Database remain with us or our licensors.

6.2 The Customer may use Output for its own business, and may continue to use Output it has retrieved after the contract has ended. This includes sharing curated deliverables, for example longlists, with its own clients as part of an advisory or consulting engagement.

6.3 The Customer shall not, and shall ensure that its Authorised Users and connected AI assistants do not:

(a) resell the Service, the Company Database or Output, or provide them to third parties as a stand-alone data product;

(b) use them to build or enrich a competing database or service, or to train AI models;

(c) access the Service by automated means other than the interfaces we provide, in particular by scraping, or extract data systematically beyond the use of the Service for its own lists;

(d) circumvent usage limits, seat limits, plan limits or security measures, share logins, or hold several free accounts for the same person;

(e) use the Service for unlawful purposes, or to evaluate, rank, select or monitor individual people, for example as job candidates or employees, borrowers or insured persons. Researching companies is permitted, including identifying target companies for recruitment, provided that no individual is evaluated, ranked or selected with the Service.

6.4 If there are concrete indications of a breach of this clause 6 or of unlawful content, we may block the content concerned or suspend access, to the extent and for as long as this is necessary. We inform the Customer of this, beforehand where possible.

7. Fees and payment

7.1 The fees for a paid plan and for research credits follow from the Order or from the price shown at purchase. All prices are net prices plus statutory value-added tax.

7.2 Fees are charged in advance for each billing period, through our payment service provider (Stripe), to the payment method on file when the billing period starts. Research credits are paid in full at purchase. Where we issue an invoice instead, it is payable within 10 days of the invoice date.

7.3 If the Customer is in default of payment, we may suspend access to paid features after a reminder with a reasonable deadline, until payment is received.

7.4 We may adjust the fees for a paid plan at our reasonable discretion (§ 315 BGB), in particular to reflect changes in our costs, at most once in twelve months and with six weeks’ notice in text form. The Customer may terminate the contract with effect from the date on which the adjustment takes effect. We point out this right in the notice. Fees agreed for a fixed term are not adjusted during that term.

7.5 The Customer may set off only claims that are undisputed or have been finally established by a court.

8. Warranty

8.1 For paid plans, the statutory rules of the law of rental agreements (§§ 535 ff. BGB) apply with the following modifications:

(a) The agreed quality of the Service follows from the plan description and the Order. The characteristics of Output, of the Company Database and of data from Data Providers described in clauses 4.1 to 4.3 are not in themselves a defect.

(b) The Customer reports defects in text form without undue delay and describes them so that we can reproduce them. We remedy defects within a reasonable time.

(c) The strict liability for defects already present at the conclusion of the contract (§ 536a(1), first alternative, BGB) is excluded.

8.2 The free plan and free trials are provided free of charge. For them, we are liable for defects in quality or title only if we fraudulently concealed the defect. If and to the extent that a free plan or free trial is not a gratuitous contract, clause 8.1 applies instead.

9. Liability

9.1 On every plan, we are liable without limitation under the statutory rules:

(a) for damage resulting from injury to life, body or health;

(b) for damage caused intentionally;

(c) for defects that we fraudulently concealed;

(d) within the scope of a guarantee that we have expressly given;

(e) under the German Product Liability Act (Produkthaftungsgesetz);

(f) where liability cannot be limited by law for any other reason.

9.2 On paid plans, the following applies in addition:

(a) We are liable without limitation for damage caused by gross negligence.

(b) For damage caused by slight negligence, we are liable only if we breach an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely (cardinal obligation). In that case, liability is limited to the damage that is typical for the contract and was foreseeable when the contract was concluded.

(c) Liability under clause 9.2(b) is further limited, per contract year, to the fees paid or payable for the Service for the twelve months before the event giving rise to the damage. If the contract had existed for less than twelve months at that time, the fees agreed for its first twelve months are decisive.

(d) Otherwise, we are not liable for slight negligence.

9.3 Where we are liable for a loss of data under clause 9.2, liability is limited to the effort that would have been required to restore the data if the Customer had exported its data at appropriate intervals, as far as its plan allows export.

9.4 On the free plan and in free trials, the following applies instead of clause 9.2:

(a) Apart from the cases in clause 9.1, we are liable only for intent and gross negligence. Liability for slight negligence is excluded.

(b) If and to the extent that a free plan or free trial is not a gratuitous contract, we are in addition liable for the slightly negligent breach of a cardinal obligation (clause 9.2(b)), limited to the damage typical for the contract and foreseeable at its conclusion and to EUR 1,000 per contract year. This clause 9.4(b) applies independently of the validity of clause 9.4(a).

9.5 The limitations of this clause 9 also apply to claims arising from the DPA, to the extent permitted by law, and to the personal liability of our employees, representatives and vicarious agents. They do not limit the liability of either party towards data subjects under Art. 82 GDPR.

10. Term and termination

10.1 The free plan runs for an indefinite period. Either party may terminate it at any time. The Customer may do so by asking us at support@conclusia.io to delete the account.

10.2 Paid plans run for an indefinite period unless the Order says otherwise. Either party may terminate a paid plan with one month’s notice. The notice period starts when the notice is received, so the plan ends one month after receipt.

10.3 The right of each party to terminate for good cause remains unaffected. Good cause for us exists in particular if the Customer is a consumer or registered with false business details, seriously or repeatedly breaches clause 6 despite a warning, or is in default with an amount equal to two months’ fees.

10.4 Termination requires text form; email is sufficient. When the contract ends, access ends and clause 11 applies to Customer Data.

11. Switching and data export (EU Data Act)

11.1 The Customer may at any time, without a notice period and free of charge, ask us by email to support@conclusia.io or kontakt@conclusia.io to support its switch to another provider or to its own infrastructure, to export its data, or to delete its data (Articles 23 to 31 of Regulation (EU) 2023/2854).

11.2 After a switching request, a transitional period of up to 30 days begins. During it we continue to provide the Service, give reasonable assistance, act with due care to maintain business continuity and security, and inform the Customer of known risks to the switch. If 30 days are technically unfeasible, we tell the Customer within 14 working days of the request, give reasons and name an alternative period of no more than seven months. The Customer may extend the transitional period once by a period it considers more appropriate. The contract ends when the switch is completed or, where the Customer only asks for deletion, when we receive that request.

11.3 Exportable data is the Customer Data held in the account, in particular lists with their companies and research results, uploaded files and the conversation history, as far as it is still stored. We provide it in a structured, commonly used and machine-readable format: lists as spreadsheet files or JSON, uploaded files in their original format, conversation history as JSON. Where the product offers no export for a category of data or for the Customer’s plan, we provide the export on request.

11.4 The following is specific to the internal functioning of the Service or a trade secret of conclusia and is not exported: our software, models, prompts, internal scores and logs, and the Company Database as such, including companies that the Customer’s plan does not show.

11.5 After the end of the contract or, if later, of the transitional period, the Customer may retrieve its exportable data for 30 days. We then delete the Customer Data within a further 14 days, that is, without a transitional period at the latest 44 days after the end of the contract, unless the law requires us to keep individual data for longer. Backups are overwritten on their regular cycle.

11.6 This clause 11 applies to the free plan as well, with the difference that data is exported only through the export functions of the product. It does not apply to a free trial of a paid plan provided as a non-production version for a limited time for testing and evaluation (Art. 31(2) of Regulation (EU) 2023/2854).

12. Data protection

12.1 The DPA is concluded when these Terms are accepted at registration. It applies on every plan to all personal data in Customer Data. Our sub-processors are listed at www.conclusia.io/legal/subprocessors; changes are announced as set out in the DPA.

12.2 The Privacy Policy at www.conclusia.io/legal/privacy-policy describes how we process personal data as controller, for example for accounts, security, billing, the seat check and the Company Database. Questions about data protection can be sent to kontakt@conclusia.io.

13. Confidentiality

13.1 Each party keeps confidential the other party’s information that is marked as confidential or evidently confidential, in particular Customer Data and the terms of an Order, uses it only for the contract, and shares it only with employees, advisors and service providers who need it and are bound to confidentiality. This obligation continues for three years after the end of the contract.

13.2 It does not apply to information that is or becomes public without a breach of this clause, that the receiving party already knew, developed independently or lawfully received from a third party, or that must be disclosed by law or by order of a court or authority.

13.3 In addition, the Customer keeps confidential the parts of the Service and of the Company Database that are not publicly accessible, and the compilations in them, including any personal data, even where individual pieces of information come from public sources. It uses them only as permitted by clause 6 and in compliance with data protection law. Sharing Output under clause 6.2 remains permitted. Clause 13.2 applies accordingly, and nothing in this clause restricts information that the Customer must give to data subjects or authorities, in particular under Articles 13 to 15 GDPR.

14. Changes to these Terms

14.1 We may change these Terms and the DPA for a valid reason, namely changes in the law or case law, decisions of authorities, technical changes to the Service, or closing a gap that has become apparent, provided that the change does not shift the balance between the parties’ obligations to the Customer’s disadvantage and does not reduce the level of data protection under the DPA.

14.2 We send the changes to the Customer in text form, for example by email or in the product, at least six weeks before they take effect. The Customer may object in text form before they take effect. If the Customer does not object, the changes are deemed accepted when they take effect. We point out the objection right, the deadline and the consequence of silence in the notice.

14.3 If the Customer objects, the contract continues on the previous terms. Either party may then terminate it under clause 10.

14.4 The agreed scope of a paid plan and the fees are not changed under this clause 14. Clauses 3.2, 4.5 and 7.4 apply to them.

15. Final provisions

15.1 Notices under these Terms require text form (§ 126b BGB); email is sufficient. Notices to us go to kontakt@conclusia.io, support requests to support@conclusia.io. We send notices to the email address of the account.

15.2 These Terms and all contracts under them are governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

15.3 If the Customer is a merchant (Kaufmann), a legal person under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Berlin, Germany. We may also bring an action at the Customer’s general place of jurisdiction.

15.4 If a provision of these Terms is or becomes invalid, the remaining provisions stay valid and the statutory rules apply in place of the invalid provision.

15.5 These Terms are drawn up in English. If a translation is provided, the English version prevails.