This is a convenience translation. In case of doubt, the authoritative German version prevails.
Provider: evanto media GmbH, Brunnstraße 25, 93053 Regensburg, Germany · Local Court (Amtsgericht) Regensburg, HRB 18746 · VAT ID DE209538293 · Managing Directors: Dipl.-Ing. Ralf Manschewski, Dr. Sven von Känel · Phone +49 941 94592-0, email kontakt@evanto.de (hereinafter "evanto").
As of: 17 September 2026 · Version: 1.3
§ 1 Scope, Conclusion of Contract
(1) These license terms govern the provision and use of the "CompanyWizard" software including its associated documentation (hereinafter the "Software") by evanto to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal persons under public law and special funds under public law (hereinafter the "Customer"). The Software is not provided to consumers.
(2) The functional and performance scope of the respective edition acquired, as set out in the Service Description of the Editions, which forms an integral part of this contract as an annex, is decisive.
(3) Conflicting or deviating terms of the Customer do not become part of the contract unless evanto has expressly agreed to their application in writing.
(4) The contract is concluded by registration and activation of the Free edition, or by order / order confirmation of a paid edition.
§ 2 Definitions
- Edition: One of the variants Free (Solo), Pro, Site, and the Managed-Infrastructure add-on.
- Seat / Workstation: One authorized, named user of the Software.
- Multi-seat operation (server mode): Operating mode in which several users share a common instance (desktop server mode or web operation).
- Bring-your-own AI model (BYO): Access to AI model providers supplied by the Customer; the Customer bears the model costs directly vis-à-vis the respective provider.
- Managed AI (add-on): Access to AI models provided by evanto, the use of which is invoiced to the Customer against an agreed budget (§ 7 para. 1c).
- Catalog Service: Service operated by evanto through which model master data and price details are transmitted to the Software (§ 7 para. 1a).
- Location: A contiguous business site of the Customer. Users working remotely or from home are assigned to the location to which they organisationally belong.
- License file: The cryptographically signed, offline-verifiable entitlement file that represents the licensed scope.
§ 3 Subject Matter and Editions
(1) Free (Solo): Free of charge, perpetual, non-exclusive right of use for one seat in autonomous desktop operation. Multi-seat operation is excluded technically and legally. Use requires registration and activation pursuant to § 5.
(2) Pro: Paid, non-exclusive right of use per booked seat; enables multi-seat operation. Billed monthly or annually.
(3) Site: Paid, non-exclusive right of use for one company instance at one location with up to 100 named users. A higher number of named users or use at additional locations requires a separate agreement.
(4) Managed-Infrastructure (add-on): Optional services operated by evanto on a per-Customer dedicated basis (vector database and PII detection). The Data Processing Agreement (Managed) applies in addition.
(4a) Managed AI (add-on): Optional provision of AI model access by evanto. Usage is invoiced against an agreed monthly budget; details, in particular on the adjustment of automatic model selection from 80 % budget utilisation and on the rejection of further requests upon full utilisation, are set out in § 7 para. 1c and in the Service Description. Text recognition and image generation are also covered; web search is not covered and requires the Customer's own access credentials (§ 7 para. 1e). Insofar as personal data is processed in this context, the Data Processing Agreement (Managed) applies in addition.
(5) The functional scope, limits, support and updates of each edition are set out in the Service Description.
§ 4 Rights of Use and Scope
(1) For the term of the respective contract, evanto grants the Customer a simple (non-exclusive), non-transferable and non-sublicensable right to use the Software as intended within the agreed edition and seat scope.
(2) The number of concurrently active users must not exceed the licensed scope (maxUsers). In multi-seat operation, the seat limit is enforced by the Software's central user management.
(3) Use beyond the licensed scope is only permitted after prior extension of the license.
(4) The Customer is entitled to make backup copies to the extent legally mandatory.
§ 5 Registration, Activation and License Verification
(1) Activation is carried out by registration (email, company name) with double opt-in confirmation. The Privacy Notice on License Processing governs the data processed in this context.
(2) For activation and periodic validity checks, the Software processes a hashed device fingerprint and technical connection data. No plain-text hardware serial numbers are derived.
(3) The Software performs a periodic, resource-friendly online check ("check-in"). In the event of a temporary lack of connectivity, the Software remains functional within a grace period (offline grace).
(4) The Customer is informed that the Software validates offline against a signed license file; a permanent connection to the license server is not required for operation.
(5) Upon a change of device, the Customer can transfer the activation to another device.
§ 6 Usage Restrictions
The Customer is prohibited from:
a) using the Software beyond the licensed scope, in particular circumventing the seat limit or the block on multi-seat operation;
b) making the Software or the license file available to third parties, renting, lending, or providing it as a service to third parties, unless expressly permitted;
c) decompiling, reverse-engineering or disassembling the Software, except to the extent mandatorily permitted under § 69e of the German Copyright Act (UrhG);
d) removing or circumventing protection, license or security mechanisms;
e) removing or altering copyright notices.
§ 7 AI-Specific Provisions
(1) Own access to third-party services (BYO). Insofar as the Customer integrates its own access to AI model providers or to other third-party services (such as text recognition, image generation or web search), the Customer is solely responsible for concluding and complying with the respective provider terms and for the costs incurred. evanto is not a party to these provider contracts.
(1a) Model prices for own model access (BYO), Catalog Service. Where the Customer integrates its own AI model access pursuant to paragraph 1, the Software displays prices and price components of the models (e.g. token, image or request prices) that are provided via a catalog service operated by evanto (the "Catalog Service"). These price details are partly taken from sources of the respective model providers and partly maintained manually by evanto. They are non-binding indicative and estimated values; the costs actually incurred by the Customer vis-à-vis the respective model provider are governed solely by the contractual and billing relationship between the Customer and that provider. Model providers may change prices, billing units and quotas at any time and without prior notice. evanto therefore gives no warranty as to the accuracy, completeness, timeliness or availability of the price details provided via the Catalog Service, nor as to the cost estimates, consumption, budget and limit displays generated in the Software on that basis, nor that budget- or limit-controlled functions will trigger at the intended point in time where price data deviate.
(1b) Customer's duty to verify (BYO). In the case of paragraph 1a, the Customer is required to verify the model prices stored in the admin area under the "Models" tab (or a functionally equivalent view) against the information of the respective model provider before productive use and thereafter at reasonable intervals, and to adjust them insofar as the Software provides for this. This applies in particular where the Customer uses cost estimates, budget, limit or alert functions for its own decisions or for internal recharging. If the Customer breaches this duty, this shall be taken into account when assessing any claim for damages (Section 254 German Civil Code).
(1c) Managed AI: budget, model selection and suspension. If the Managed AI option is booked, evanto provides the AI model access through an aggregator established in the EU and invoices usage to the Customer against an agreed monthly budget. In that case, maintaining and verifying the underlying model prices is evanto's responsibility; the Customer's duty to verify under paragraph 1b does not apply to models obtained via Managed AI. The monthly budget is calculated on the basis of the number of licensed seats and is available to the Customer's instance collectively; it is not allocated to any individual user. If the number of seats changes during a budget period, or if Managed AI is added or cancelled, the monthly budget changes accordingly with immediate effect. evanto bears the risk of model provider price changes within the current budget period; no charges are made beyond the agreed monthly budget. The following applies to budget enforcement:
a) From 80 % utilisation of the monthly budget, the automatic model selection ("auto mode") selects the most resource-efficient quality level for new requests. A quality level expressly selected by the user, a higher level already established in the current session, and requests that necessarily require a more capable model (e.g. image processing) remain unaffected. Models obtained via the Customer's own model access (BYO) are not affected.
b) Upon full utilisation of the monthly budget, further requests via Managed AI are rejected until the next budget period begins or the Customer increases the budget. The remaining functions of the Software as well as the use of the Customer's own model access (BYO) and local models remain available.
c) The budget period is the calendar month; it begins on the first day of the month at 00:00 UTC, irrespective of the contractual billing period (§ 10 para. 1a). Unused budget expires and is not carried over to the next period. Consumption is rounded up to whole euros for budget enforcement; the amount actually usable may therefore fall short of the agreed monthly budget by up to EUR 1 per budget period.
d) Independently of the monthly budget, the Customer may set its own cost and usage limits per user and per model in the admin area; exceeding these likewise causes further requests to be rejected. The Customer is responsible for setting and monitoring these limits.
e) No particular response quality, processing speed or request capacity is owed unless expressly agreed. Letters a and b do not constitute a defect in performance.
f) Upon request, evanto informs the Customer in text form of the current level of budget utilisation.
Disruptions not caused by the exhaustion of the Customer's budget — in particular outages of the aggregator or of the model providers — are governed by § 12 and remain unaffected by letters a to f.
(1d) Fees charged by evanto. Fees invoiced to the Customer by evanto itself — including the budgets under paragraph 1c — are governed exclusively by the respective order, price list or service description and by § 10; paragraphs 1a and 1b do not apply to them. evanto will notify the Customer of changes to the Managed AI fees in text form at least 30 days before they take effect. If the fee increases, the Customer may terminate the Managed AI option in text form with effect as of the date on which the increase takes effect; the remaining parts of the contract remain unaffected. § 12 remains unaffected.
(1e) Scope of Managed AI. Managed AI covers exclusively the use of the models provided via the aggregator for
a) language models, including the computation of embeddings for the knowledge base,
b) text recognition from image and document files (OCR),
c) the generation of images (Image Studio),
in each case insofar as the aggregator provides a corresponding model for the booked variant; details are set out in the Service Description. Use under letters a to c is charged against the monthly budget under paragraph 1c. The selection of the models provided is at evanto's discretion; there is no entitlement to a specific model, and paragraph 1c letter e applies accordingly. If the Customer additionally integrates its own access for these functions, paragraph 1 and paragraphs 1a and 1b apply; the costs of such access are borne by the Customer directly vis-à-vis the respective provider and are not charged against the monthly budget.
Web search is not covered. For it the Customer provides its own access to the respective provider; paragraph 1 and paragraphs 1a and 1b apply accordingly. The costs incurred are borne by the Customer directly vis-à-vis the respective provider and are not charged against the monthly budget under paragraph 1c. Without stored access credentials web search is unavailable; this does not constitute a defect in performance. evanto's obligations under paragraph 6 remain unaffected.
(2) No warranty for AI outputs. The Software generates outputs by means of probabilistic AI models. Such outputs may — irrespective of the type, content, purpose or wording of the user's input (prompt) and irrespective of the manner of use — be inaccurate, incomplete, outdated, biased, misleading, unlawful or unsuitable for the intended purpose, and may infringe third-party rights (in particular copyright, trademark, personality or competition rights). evanto gives no warranty whatsoever as to the accuracy, completeness, timeliness, suitability, availability or legal compliance of the AI outputs. The assessment, review and release of every output prior to its use is the sole responsibility of the Customer.
(2a) No professional advice. AI outputs do not constitute, and do not replace, legal, tax, financial, medical or other professional advice. The Customer makes decisions based on the outputs at its own responsibility.
(2b) Customer responsibility for inputs and use. The Customer is solely responsible for the content entered by it and its users (prompts, knowledge base) and for the use, distribution and publication of the outputs. The Customer ensures that inputs and the use of outputs do not violate applicable law, third-party rights or the terms of integrated model providers. In particular, use to generate or distribute unlawful, infringing, misleading or harmful content is prohibited.
(2c) Indemnification. The Customer shall indemnify evanto against all third-party claims arising from inputs made by the Customer or its users, or from the use, distribution or publication of AI outputs by the Customer, and shall reimburse evanto for the costs reasonably required for legal defense. This is subject to evanto notifying the Customer of the claim without undue delay and not making any acknowledgments without the Customer's consent. The indemnification does not apply insofar as the Customer is not responsible for the claim.
(3) No use for training. evanto does not use the Customer's content (inputs, knowledge base, outputs) to train its own or third-party AI models.
(4) Data-protection features. The PII detection contained in the Software is a supporting measure and does not relieve the Customer of its own data-protection obligations. Without AI-supported detection provided by the Customer or (in managed operation) booked, only pattern-based basic detection is available.
(5) Roles under the EU AI Act. evanto is the provider of the CompanyWizard AI system; the Customer is the deployer. If the Customer integrates its own AI models (BYO), their providers are the GPAI providers within the meaning of the AI Act; evanto assumes no GPAI provider obligations in that respect.
(6) Transparency (Art. 50 AI Act). evanto marks AI-generated content (in particular in the Image Studio) in machine-readable form in accordance with Art. 50(2) of the AI Act. The transparency obligations under Art. 50 of the AI Act apply from 2 August 2026; for AI systems generating synthetic content that were placed on the market or put into service before 2 August 2026, the obligation to apply machine-readable marking under Art. 50(2) is postponed to 2 December 2026 pursuant to the Digital Omnibus transitional rule. The Customer informs affected persons, where required, of the interaction with an AI system and fulfils any of its own disclosure obligations as a deployer (Art. 50(4) of the AI Act), e.g. when publishing AI-generated content on matters of public interest.
(7) AI literacy (Art. 4 AI Act). Both parties ensure, each within their own sphere of responsibility, a sufficient level of AI literacy among the persons dealing with the system.
(8) High-risk use. In general business use, CompanyWizard is not a high-risk AI system. If the Customer uses the Software for a high-risk purpose within the meaning of Annex III of the AI Act, the Customer is responsible for the resulting deployer obligations. Applicable legal status: the AI Act as in force from time to time, including the amendments made by the "Digital Omnibus on AI".
§ 8 Third-Party Components
(1) The Software contains third-party components, including open-source software and commercially licensed libraries (e.g. UI components). A list of the components used and their license terms is provided to the Customer on request or within the Software.
(2) Insofar as the terms of third-party components contain prevailing or supplementary provisions, these take precedence for the relevant component.
§ 9 Rights in the Software
All rights in the Software, the documentation and any further developments remain with evanto or its licensors. The Customer is granted exclusively the rights of use expressly conferred in this contract.
§ 10 Fees, Term, Termination, Downgrade
(1) Fees and billing periods of paid editions result from the respective order / price list. Fees are exclusive of statutory value-added tax.
(1a) Billing date and pro-rata calculation. Billing periods begin on the first day of a calendar month. Where the contract is concluded during a current month, the time from activation until the first day of the following month is charged pro rata; thereafter, full periods are billed on the first of each month. Changes to the number of seats or to booked add-on options during a current period are settled pro rata and appear as a subsequent charge or credit on the next regular invoice; the billing date remains unaffected. For contracts concluded before 1 August 2026, the billing date agreed at the time of conclusion continues to apply; the monthly budget under § 7 para. 1c follows the calendar month for those contracts as well.
(2) Paid editions are concluded for the agreed term and renew automatically by the respective term unless terminated in text form with 30 days' notice to the end of the term.
(3) The right to extraordinary termination for good cause remains unaffected.
(4) Soft downgrade. If a paid edition ends (expiry, termination, non-payment), evanto grants a grace period of 30 days with restricted (read-only) access; the Customer's data is retained. Thereafter, the scope is downgraded to that of the Free edition (one seat). A complete loss of the data inventory does not occur as a result of the downgrade.
(5) The Customer may end the Free edition at any time without notice by uninstalling it.
§ 11 Updates, Maintenance, Support
The scope and availability of updates, maintenance and support depend on the edition acquired, as set out in the Service Description. There is no entitlement to support or specific updates for the Free edition.
§ 12 Warranty and Liability
(1) Free edition. The free-of-charge Free edition is provided "as is" without warranty. In this respect, evanto is liable only pursuant to § 12(4) (mandatory liability) and for maliciously concealed defects.
(2) Paid editions. evanto warrants that, when used as intended, the Software substantially conforms to the Service Description. A particular suitability for the Customer's purposes or an uninterrupted/error-free availability is not owed unless expressly agreed.
(2a) AI outputs. For damages arising from or in connection with AI outputs, the limitations of this § 12 apply accordingly. Any further liability for AI outputs is excluded, unless paragraph (4) mandatorily provides otherwise. § 7 (in particular paragraphs (2), (2b) and (2c)) remains unaffected.
(3) Limitation of liability. In cases of slight negligence, evanto is liable only for breach of a material contractual obligation (cardinal obligation) and limited in amount to the foreseeable damage typical for the contract at the time of conclusion. Any further liability for slight negligence is excluded.
(4) Mandatory liability. Liability for intent and gross negligence, for damages arising from injury to life, body or health, under the German Product Liability Act (ProdHaftG), and to the extent of a guarantee assumed, remains unaffected.
(5) Data loss. For the loss of data, evanto is liable only up to the amount of the typical recovery effort that would have occurred had the Customer carried out regular data backups appropriate to the risk.
(6) Insofar as the liability of evanto is excluded or limited, this also applies to the personal liability of its legal representatives and vicarious agents.
§ 13 Continued Usability (Kill-Switch)
If evanto permanently ceases operation of the license server (in particular in the event of insolvency), evanto provides the entitled Customers with a perpetual offline license or deactivates the online verification obligation, so that already-activated Software can continue to be used within the acquired scope.
§ 14 Data Protection
(1) In self-hosted use (Free, Pro, Site without Managed), evanto processes exclusively registration and license data as a controller; details are governed by the Privacy Notice on License Processing. The Customer's content remains within the Customer's sphere of responsibility.
(2) When the Managed-Infrastructure or Managed AI is booked, evanto processes the Customer's personal data as a processor; in this respect, the Data Processing Agreement (Managed) applies with priority.
§ 15 Confidentiality
The parties treat the other party's confidential information as confidential and use it only for the purposes of the contract. The obligation continues for the term of the contract and three years thereafter.
§ 16 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes is, to the extent permissible, the registered seat of evanto.
(3) Amendments and supplements must be made in text form. This also applies to any waiver of the text-form requirement.
(4) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected; the invalid provision shall be replaced by the legally permissible provision that comes closest to its economic purpose.