Terms of Service

General Part

The provisions of this part apply to all services of Waterglass FlexCo. For Waterglass Waves, the Special Part from § 17 applies in addition and takes precedence over this part in the event of conflict.

§ 1 Scope and Contracting Parties

These General Terms and Conditions apply exclusively to business relationships between the Austrian entity Waterglass FlexCo (hereinafter "Contractor") and business customers (hereinafter "Client") in the context of IT services, particularly AI-based solutions, software development, and business consulting, as well as to the provision of the Waterglass Waves platform, unless other conditions have been agreed between the parties. Contracting Party: Waterglass FlexCo (Vienna, Austria). Email: hi@waterglass.ai.

The General Part applies to all services. For Waterglass Waves, the Special Part from § 17 applies in addition and takes precedence in the event of conflict. § 6, § 8 and § 15 do not apply to Waves. They are replaced by § 20 and § 24. Prices are governed by § 5 para 2 and § 19.

Waterglass Waves is offered exclusively to entrepreneurs within the meaning of § 1 of the Austrian Commercial Code, for use in the course of their business activity. No contract is concluded with consumers within the meaning of the Austrian Consumer Protection Act. By registering, the Client confirms that it is acting as an entrepreneur.

§ 2 Contract Formation

Our offers are non-binding and subject to change. The contract is concluded through written order confirmation or through the commencement of service provision. Contract modifications require written form; oral side agreements are invalid.

For Waterglass Waves, the contract is concluded upon registration of an account and acceptance of these terms. A paid plan is concluded upon completion of the checkout process. Further details are set out in the Special Part from § 17.

§ 3 Scope of Services

Services include IT services, particularly the development and implementation of AI solutions, software development and customization, business consulting and strategy development, as well as maintenance and support. The specific scope is defined in the respective project description or quotation. In addition, we operate the Waterglass Waves platform, with which the Client can define its own AI agents and run them in isolated execution environments. The scope of Waves follows from § 17 and the current product description. For AI-based services, all AI interactions are marked as such. AI systems may deliver incomplete, inaccurate, or biased results. The Client must review and independently evaluate AI-generated content.

§ 4 Client's Cooperation Obligations

The Client must provide all necessary information and documents in good time, designate contact persons and ensure their availability, make necessary approvals and decisions promptly, and carry out test phases and acceptances on schedule. In case of delays due to lack of cooperation, we may charge additional costs based on effort, reschedule deadlines, and, in case of significant delays, withdraw from the contract.

§ 5 Prices and Payment Terms

Prices are individually agreed upon and are net plus statutory VAT. Invoices are to be paid within 14 days of receipt without deduction. In case of payment default, default interest of 9.2 percentage points above the ECB base rate is charged. We are entitled to demand advance payments or security deposits. Additional costs arising from change requests, lack of cooperation, or subsequent requirements are billed separately.

For Waterglass Waves, notwithstanding paragraph 1, the list prices published on the product page apply. Details on plans, credit, payment and VAT are set out in § 19.

§ 6 Delivery and Performance Time

Delivery dates are only binding if they have been expressly designated as binding in writing. In case of unforeseeable events such as force majeure, strikes, operational disruptions, or official measures, delivery times are extended appropriately.

§ 7 Copyright and Retention of Title

All works created by us, such as software, designs, concepts, and documentation, are subject to copyright and remain our intellectual property unless other agreements have been made. All works remain the property of Waterglass FlexCo until full payment of all claims. The Client receives the agreed usage rights only after complete settlement of all invoices. Until full payment, any use, publication, or distribution without our express written consent is prohibited. In case of payment default or non-payment, we are entitled to refuse the release or activation of works, to block works already transferred, to deactivate hosting, domains, or access, and to withhold source code and documentation. Rights not expressly transferred remain with us. Where third-party software is used, its license terms apply.

§ 8 Warranty

The warranty period is 12 months from acceptance or delivery. Defects must be reported in writing immediately upon discovery (§ 377 of the Austrian Commercial Code). In case of defects, we have the right to subsequent performance through repair or replacement at our discretion. Warranty is excluded for improper use or operation, unauthorized changes by the Client, normal wear and tear, and the use of operating environments that were not agreed.

§ 9 General Liability

Our liability is limited as follows: in case of slight negligence, we are only liable for damages arising from the breach of essential contractual obligations. Liability for indirect damages, consequential damages, lost profits, and data loss is excluded. Our total liability is limited to the order value, but to a maximum of €10,000 per damage event. Excluded is liability for intent and gross negligence of our vicarious agents, personal injury, damages under the Product Liability Act, and damages subject to mandatory statutory liability.

§ 10 Special Liability for AI Services

Additional liability exclusions apply to AI-based services: AI-generated content may be inaccurate, incomplete, or misleading. We assume no warranty for the accuracy of AI-generated information. AI systems may deliver biased or discriminatory results. No liability is assumed for copyright infringements adopted through AI-generated content. AI decision-making processes are not always fully comprehensible due to their nature. AI systems evolve continuously and may deliver unexpected or unsuitable results. The Client is responsible for independently reviewing AI-generated content, making their own decisions, obtaining legal and professional advice, and not adopting AI results unreflectively.

§ 11 IT-Specific Liability Exclusions

We assume no liability for hacker attacks, malware, or other cyber threats on systems operated by the Client, data losses through third-party services or cloud providers, security vulnerabilities in third-party software or open-source components, and damages due to insufficient IT security measures at the Client.

Excluded is liability for failures or changes to third-party APIs such as Google, Meta, or OpenAI, for failures, changes, fluctuations in quality, or the discontinuation of models of the providers the Client selects in Waterglass Waves, functional changes or discontinuation of external services, license fees or cost increases from third parties, and compatibility issues due to updates of third-party systems.

There is no liability for internet failures or disruptions, hosting provider failures or server problems, domain or SSL certificate issues, email delivery problems or spam filters, display problems in outdated browsers (older than 2 years), functional limitations on untested devices, and performance differences between various hardware configurations.

There is no guarantee for compliance with industry-specific regulations (unless explicitly agreed), compliance with changing laws after project completion, the legality of customer data or content, and accessibility according to WCAG standards (unless explicitly commissioned).

Excluded is liability for Google ranking changes or algorithm updates, social media reach or engagement rates, conversion rates or marketing ROI, and search engine penalties or exclusions.

§ 12 Force Majeure and Unforeseeable Events

We are released from our performance obligations in case of natural disasters, pandemics, official orders, strikes, lockouts, labor disputes, war, terrorism, political unrest, and cyber attacks on critical infrastructure.

Release from performance obligations also applies in case of large-scale internet or power outages, the failure of core infrastructure such as AWS, Google Cloud, or Microsoft Azure, the failure of the data centre in which Waterglass Waves is operated or of the interfaces of the AI model providers used, massive DDoS attacks on the internet backbone, and official blocking of critical online services.

In case of fundamental changes to the GDPR or other data protection laws, new EU regulations on AI or digital services, significant changes to copyright provisions, and platform policy changes with legal implications, we reserve the right to adjust the contract.

§ 13 Data Protection

We process personal data exclusively in accordance with the provisions of the GDPR and the Austrian Data Protection Act. When processing personal data on behalf of the Client, we conclude a separate Data Processing Agreement (DPA). When providing AI services, data is pseudonymized and encrypted as far as possible and in consultation with the Client. We ensure data subject rights according to the GDPR and conduct a data protection impact assessment for high-risk processing. For content the Client processes in Waterglass Waves, we act as a processor. The details are set out in § 25, and the subprocessors we engage are published.

§ 14 Confidentiality

Both parties undertake not to disclose confidential information to third parties and to use it only for the fulfillment of the contract. The confidentiality obligation continues for 24 months after the end of the contract.

§ 15 Termination and Project Cancellation

Continuing obligations can be terminated with one month's notice to the end of the month. The right to extraordinary termination for good cause remains unaffected. Upon termination, services already rendered are invoiced and work results handed over against payment. In case of project cancellation by the Client, all services rendered up to the time of cancellation are fully compensated. In addition, 50% of the outstanding contract sum must be paid as cancellation compensation. Licenses or services already procured are charged to the Client. The Client retains rights only to fully paid services.

§ 16 Final Provisions

Austrian law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Vienna, Austria. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. Changes to these General Terms and Conditions are communicated to the Client in good time and are deemed approved if not objected to within 2 weeks.

Special Part: Waterglass Waves (Software as a Service)

The following provisions apply exclusively to the use of the Waterglass Waves platform (hereinafter "Waves"). They supplement the preceding General Part and take precedence over it in the event of conflict. § 6, § 8 and § 15 do not apply to Waves. They are replaced by § 20 and § 24. Prices are governed by § 5 para 2 and § 19.

§ 17 Subject Matter and Rights of Use

The subject matter is the provision of Waves as software-as-a-service over the internet for the duration of the contract. We are not obliged to hand over the software, to install it at the Client, or to release source code. For the duration of the contract, the Client receives a non-exclusive, non-transferable right to use Waves within the scope of these terms for its own business purposes. The Client's content, data and work results remain its own. We receive only those rights that are necessary to provide the service. We do not use the Client's content to train or fine-tune AI models. This does not apply where the Client expressly orders such a service, in particular the distillation or fine-tuning of a model on the Client's own content. Scope, remuneration and the rights to the result are set out in the individual agreement, and such a model is trained only on content of the ordering Client.

§ 18 Account, Organisation and Credentials

Use requires an account that is assigned to exactly one organisation. The Client is responsible for all actions carried out through its organisation, its user accounts and its API keys. API keys are displayed once when created and must be kept secret. The Client keeps the group of authorised persons up to date and revokes keys it no longer requires or whose holder should no longer have access. Two-factor authentication is available for user accounts, and we recommend activating it. The Client must report the loss or misuse of credentials without delay.

§ 19 Plans, Credit, Payment and VAT

The list prices published on the product page apply in their current version. Which plans exist, which monthly credit a plan includes, and which credit packages can be purchased follow from the price overview published there. Self-service plans are billed monthly in advance through our payment service provider. The remaining plans are agreed separately and invoiced.

All prices are net. Statutory VAT is added during checkout on the basis of the billing address provided there. Businesses in other member states of the European Union may provide a valid VAT identification number and are then invoiced under the reverse charge procedure. For Clients established in Austria, Austrian VAT applies even where a VAT identification number is provided.

Use of the AI models is billed by consumption against credit. Credit can be purchased in the packages named in the price overview and requires an active plan. The net amount is credited in each case. VAT is collected on behalf of the state and is not part of the credit. Purchased credit does not expire. Credit granted free of charge, in particular starter credit and the monthly credit included in a plan, is time-limited and expires at the end of the stated period. It is consumed before purchased credit. Credit is not paid out in money.

Starter credit, where offered, is granted once per organisation. Its amount and validity period follow from the product page. It requires a stored payment method and a confirmed email address. No charge is made in the process.

Automatic credit top-up is deactivated by default. If the Client activates it, the Client sets the threshold and the upper limit itself, within the limits stated in the console. Consent to recurring charges can be withdrawn at any time.

There is no claim to a refund of purchased credit unless the law provides otherwise. If we refund a payment or a payment is charged back, the credit granted from it is reversed in proportion to the net amount. Credit already consumed is recorded as an outstanding amount and offset against future credit. New runs are only started if a minimum credit balance is available.

We may change the list prices and the composition of the plans. We announce changes with reasonable notice and apply them only from the next billing period. Credit already purchased is unaffected. If continuation at the changed price is unreasonable for the Client, the Client may terminate the contract with effect from the date the change takes effect.

§ 20 Term, Termination and Data Export

Self-service plans run for one month and renew automatically for one further month unless terminated by the end of the current billing period. Termination is carried out through the payment service provider's self-service portal, which is linked in the console. There is no pro-rata refund of the monthly amount. For separately agreed plans, the term agreed there applies. The right to extraordinary termination for good cause remains unaffected.

Access to the platform ends when the contract ends. Until then, the Client can export its data through the application programming interface and should do so in good time. After the contract ends, we delete customer data on request. Statutory retention obligations remain unaffected, in particular the seven-year retention of invoices under § 132 of the Austrian Federal Fiscal Code. The same applies to data in encrypted backups, which follow the usual backup cycle.

§ 21 Acceptable Use

The Client may not use Waves to generate, store or distribute unlawful or infringing content, to infringe the rights of third parties, to intrude into third-party systems or impair their availability, to send unsolicited bulk communications, to generate cryptocurrencies, or to circumvent the platform's security and isolation mechanisms, in particular the restriction of network traffic and the separation of execution environments. The Client may process special categories of personal data within the meaning of Art. 9 GDPR only where it has a valid legal basis and has taken the necessary measures. Passing access to third parties or reselling the service requires our written consent. In the event of a material breach, and in the event of acute security, abuse or legal risks, we may terminate individual runs, restrict functions, or suspend access temporarily. We inform the Client without delay and lift the measure as soon as its cause has ceased to apply.

§ 22 AI Agents: Autonomy and Responsibility

AI agents in Waves act autonomously. They execute program code and commands in an isolated environment, create and modify files, retrieve websites where enabled by the Client, and act in connected third-party services. The Client determines which tools, network destinations and credentials are available to an agent and which AI model it uses. The Client is responsible for the instructions, configurations and credentials it stores, and for the consequences of its agents' actions.

The results of AI agents may be incomplete, incorrect or unsuitable. § 10 applies in addition. The Client must review results before use and must not base decisions with legal or economic effect on unreviewed results. For processes that should not run without human control, the Client must provide for such control.

Where an agent is given credentials and open internet access at the same time, instructions hidden in retrieved content may cause it to disclose those credentials or to carry out unwanted actions. We mask stored values in logs and trail data, but we cannot exclude this risk. The Client is responsible for separating credentials and open internet access where it does not wish to bear this risk.

§ 23 Connected Third-Party Services and Your Own MCP Servers

The Client may connect third-party services to Waves. The connection is made through the Client's own authorisation in the respective service and with the permissions displayed in the process. The agent then acts with the identity and the permissions of the person who established the connection. The respective service's own terms apply to its use. We are not a party to those terms and owe neither the availability nor the functional scope of those services. We merely keep the access tokens and make them available to the respective run.

The Client may also store its own tool servers (MCP servers) and network destinations. The Client determines these recipients and the websites an agent retrieves. They are not subprocessors engaged by us. The Client is responsible for their selection, their lawfulness and the data transmitted to them.

§ 24 Availability, Maintenance and Changes to the Service

We operate Waves with the care of a diligent business and endeavour to achieve high availability. No particular level of availability is promised. An availability agreement exists only where it has been made expressly and in writing. The platform is operated at a single location in the European Union. A failure of that location may lead to a complete interruption.

Maintenance and update work may lead to interruptions. We endeavour to schedule plannable work at times of low use and, where reasonable, to give advance notice. We remedy defects in the service within a reasonable period. The Client's statutory rights in respect of continuing obligations remain unaffected.

We develop Waves continuously. We may add, change or discontinue functions and adjust the selection of available AI models, in particular where a provider discontinues a model or changes its terms. We announce changes that materially restrict use in accordance with the contract with reasonable notice. Where continuation thereby becomes unreasonable for the Client, the Client may terminate the contract with effect from the date the change takes effect.

§ 25 Customer Data, Data Processing and Subprocessors

Where the Client processes personal data in Waves, it is the controller within the meaning of the GDPR and we are the processor. We process such data only to provide the service and in accordance with the Client's instructions. On request, we conclude a data processing agreement under Art. 28 GDPR. Without such an agreement, the Client may not process any personal data in Waves for which it requires one.

To maintain and improve the service, we additionally evaluate the content of runs in summarised form: an automated classification assigns runs to fixed usage categories and quality indicators. Personal identifiers are removed before this evaluation as far as possible. The evaluation takes place exclusively within the European Union. Only the categories and indicators are retained, never the content itself, and no profiles of individual users are formed. The Client may deactivate this evaluation at any time in the settings with effect for the future. The provision of the service does not depend on it. Any use of the Client's content beyond this, in particular for training models, is governed exclusively by § 17.

We engage subprocessors to provide the service. The current list, with purpose and place of processing, is published at subprocessors. The Client consents to the use of the subprocessors named there. We announce changes at least 14 days before they take effect. The Client may object to a change on substantive data protection grounds and, where no agreement can be reached, terminate the contract.

The Client determines which AI model provider processes the content of a run through its choice of model for each AI agent. The console states the provider and the jurisdiction for every model. Which data the platform processes in detail is set out in our privacy policy.