Terms & Conditions

Preamble

(1) These General Terms and Conditions („Terms") govern the use of the software-as-a-service platform „heini.app" operated by HEINI Operations UG (haftungsbeschränkt), including the integrated AI-assisted colleague („AI colleague"), by business customers.

(2) BETA notice (mandatory): heini.app is the first production version of the HEINI platform. The AI components are at an experimental stage and are not established standard technology. Details and legal consequences follow from § 4 and from Annex C.

(3) These Terms are the main document. They are supplemented by: Annex A — Data Processing Agreement (DPA) under Art. 28 GDPR; Annex B — fees, plans, action packs (individualised on order); Annex C — AI Usage Terms — BETA; Annex D — Service Level Agreement (optional, Enterprise); Annex E — EU Data Act Addendum; Annex F — DSA Addendum, where applicable. Annexes B, D, E and F are provided in individualised form with the order confirmation or Enterprise contract and are not published on the website.

(4) In case of conflict: individual order / order confirmation → Annex A (DPA) → these Terms → remaining annexes alphabetically.

§ 1 Provider, scope, customer base

1.1 Provider. Contracting party is HEINI Operations UG (haftungsbeschränkt), Wierling 19, 48301 Nottuln, Germany, Managing Director: Daniel Heinen. Mandatory information under § 5 DDG / § 18 MStV / § 35a GmbHG is published in the Imprint.

1.2 Business use only (B2B). The platform is offered exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and public-law special funds. Consumers (§ 13 BGB) are excluded as customers. By ordering, the customer confirms its entrepreneur status.

1.3 Scope. These Terms apply to all contracts for the use of heini.app and all modules, AI functions and supporting services, including future transactions of the same kind.

1.4 Defence clause. Deviating terms of the customer do not become part of the contract — even if known — unless HEINI expressly agrees to them in writing.

§ 2 Subject matter

2.1 HEINI provides the SaaS platform heini.app over the internet for the contract term, including the AI colleague and the modules listed in the booked plan (Annex B).

2.2 Provision is exclusively via the provider’s infrastructure (§ 9.4). No installation on the customer’s systems takes place.

2.3 What is owed is access to the current version at the handover point (data-centre router egress). The customer’s internet connection, devices and browser are not part of the contract.

2.4 Where the platform contains AI within the meaning of Regulation (EU) 2024/1689 („AI Act"), HEINI provides a clearly recognisable notice from 2 August 2026 (Art. 50 AI Act; see Annex C).

2.5 High-risk applications within the meaning of Annex III AI Act are excluded. The customer shall not use the platform for purposes that are prohibited or classified as high-risk under the AI Act, GDPR or other law. In particular, HEINI does not assess applicants automatically; personnel-related functions are deactivated by default. Violations entitle HEINI to immediate suspension (§ 11).

§ 3 Service description, service level, support

3.1 The functions owed follow from the service description valid at the time of order, the chosen plan (Annex B) and — for Enterprise — the SLA (Annex D).

3.2 Without an individual SLA, HEINI endeavours to achieve an annual availability of 99.0 % at the handover interface; no further guarantee is given. Maintenance, force majeure and outages attributable to the customer are excluded.

3.3 Support by email to hallo@heini.app, Mon–Fri 09:00–17:00 (Berlin), excluding public holidays in NRW; response by the next business day at the latest.

3.4 HEINI may schedule maintenance windows outside service hours and apply updates, patches and bug fixes during operation, where reasonable.

§ 4 BETA / experimental AI — key risk notice

4.1 BETA status. heini.app is the first production version. The AI functions are at an experimental stage and are not mature standard technology. The customer acknowledges: the AI is continuously adapted (methodology, training-data state, output quality); functions may be temporarily unavailable; behaviour and results are not fully predictable or reproducible; hallucinations, faulty outputs, factual errors and bias cannot be fully excluded under the current state of the art.

4.2 Acknowledgement requirement. The customer confirms this BETA notice at checkout (mandatory checkbox) or, in the Enterprise sales form, separately. Without this acknowledgement no contract is concluded.

4.3 No fitness warranty for business-critical processes. HEINI does not warrant that the AI functions are suitable for specific business-critical, safety-relevant, health-related or legal decisions. The customer must check AI outputs for accuracy, timeliness, completeness and legal compatibility before any legally binding or financially relevant use (human-in-the-loop obligation).

4.4 Scope. This clause does not limit the mandatory liability under § 8.1. It merely specifies the subject matter and the customer’s legitimate expectation under § 307(1) BGB.

4.5 BETA labelling. HEINI may label AI functions „BETA" in the UI. The removal of the notice in a later version is not an implied fitness warranty.

§ 5 Order, conclusion of contract, hybrid checkout

5.1 Two order routes. (a) Self-service checkout on heini.app — binding conclusion by clicking the clearly labelled button „Zahlungspflichtig bestellen" (order with obligation to pay). (b) Enterprise sales form — offer in text form, conclusion by counter-signature or order confirmation.

5.2 Mandatory data at self-service checkout. Before a binding order, HEINI collects: company, legal form, address, VAT ID (if any); authorised representative, business email, phone; and four non-preselected mandatory confirmations — entrepreneur status (§ 14 BGB), the BETA clause (§ 4.2), acknowledgement of these Terms incl. DPA, and the privacy policy. The displayed texts are logged in an audit-proof manner.

5.3 Conclusion. In self-service upon receipt of the order confirmation by email; in the Enterprise procedure upon counter-signature or receipt of the order confirmation.

5.4 Documents sent in text form. Immediately after conclusion HEINI sends: order confirmation, these Terms v2.1, Annex A (DPA), Annex C (AI Usage Terms BETA), the individual Annex B, and links to the privacy policy and imprint.

5.5 Exclusion of consumers. Consumers (§ 13 BGB) are excluded (§ 1.2). There is no right of withdrawal under § 312g BGB in B2B.

§ 6 Rights of use, data, AI output

6.1 HEINI grants the customer a non-exclusive, non-transferable, non-sublicensable right to use the platform as intended, limited to the agreed number of users, for the contract term.

6.2 Training ban. HEINI does not use customer data for training, fine-tuning or model improvement — nor via engaged sub-AI providers (contractually ensured, Annex A).

6.2a Customer’s own model (BYOK). The customer may optionally provide its own AI model / provider (bring-your-own-key). In that case inference runs via the provider chosen by the customer; selection, contractual relationship and data-protection responsibility for that provider lie with the customer. The HEINI default sub-providers (Annex A no. 7) apply only where no BYOK is used.

6.3 Ownership of output. AI output generated from the customer’s inputs belongs — where legally attributable — to the customer. HEINI claims no own IP rights in the output. The customer checks usability with regard to third-party rights on its own responsibility (§ 4.3).

6.4 Input responsibility. The customer ensures it is entitled to process the entered data. Personal data of third parties may be entered only with a valid legal basis under Art. 6 (where applicable Art. 9) GDPR.

6.5 Transparency (AI Act Art. 50). HEINI labels the AI interaction recognisably; synthetic content is marked as such (Annex C).

6.6 ISO/IEC 42001 anchor. HEINI orients itself to ISO/IEC 42001; certification is not warranted unless expressly agreed.

6.7 No tax advice (StBerG). Where functions concern accounting, document processing, account assignment or tax handovers (e.g. DATEV): HEINI prepares postings and document assignments and submits them to the customer for approval. Posting and the tax assessment are the responsibility of the customer or its tax advisor. HEINI does not provide commercial assistance in tax matters within the meaning of §§ 2–5 German Tax Advisory Act (StBerG) and no tax advice.

6.8 No legal/debt-collection service (RDG). Where functions concern the customer’s open receivables (payment reminders, dunning, collection preparation): HEINI detects open items and proposes payment reminders/dunning for approval; dispatch only after the customer’s approval. Any collection is handled solely as a handover to a debt-collection service provider engaged by the customer and registered under § 10 RDG. HEINI does not provide any independent debt-collection or other legal service within the meaning of §§ 2, 3 German Legal Services Act (RDG). (To be distinguished from § 7.4, which concerns only HEINI’s own payment dunning.)

§ 7 Fees, payment, cluster plans

7.1 Fees follow the plan chosen at checkout or the Annex B individualised in the order confirmation.

7.2 Cluster plan / action packs. When upgrading to a higher pack during the cluster term, the amount already paid is credited pro rata temporis. On early termination outside ordinary notice, no refund of the cluster balance is made; § 11.4 remains unaffected.

7.3 Invoicing monthly or, depending on plan, for the minimum term, plus statutory VAT.

7.4 Payment by SEPA direct debit, bank transfer or credit card; payment due within 14 days. Default after reminder or, in B2B, on exceeding the payment date.

7.5 Price adjustment. HEINI may adjust fees with 60 days’ notice to the start of a new contract period. For an increase of more than 5 % p.a. the customer has a special right of termination at the adjustment date.

§ 8 Liability, cap mechanism

8.1 Unlimited liability. HEINI is liable without limit for intent and gross negligence, for injury to life, body or health, within expressly assumed guarantees, under the Product Liability Act and under Art. 82 GDPR. These cases are not limited by the following paragraphs.

8.2 Cap mechanism. Otherwise — for slightly negligent breach of essential contractual obligations (cardinal obligations) — liability per case is limited to the foreseeable, contract-typical damage, at most the higher of: (a) EUR 25,000 per case, or (b) the fees paid in the last 12 months; total liability per contract year does not exceed EUR 250,000.

8.3 Liability for slightly negligent breach of non-essential obligations is excluded.

8.4 Consequential/indirect damage. Liability for lost profit and pure financial loss is excluded for slight negligence, unless a cardinal obligation is breached. § 8.1 remains unaffected.

8.5 AI-specific liability. HEINI is not liable for damage resulting from the customer using AI outputs without its own check contrary to § 4.3.

8.6 Cooperation / mitigation. The customer has reasonable cooperation and mitigation duties (data backup outside the platform, prompt defect notice, reproducible error reports).

§ 9 Data protection, security, hosting, DPA

9.1 HEINI processes the customer’s personal data on the customer’s behalf (Art. 28 GDPR). The DPA (Annex A) applies.

9.2 Notification deadline. HEINI reports personal-data breaches without undue delay, at the latest within 48 hours of becoming aware, to the customer’s registered GDPR contact.

9.3 Anchors. Orientation to ISO/IEC 27001, BSI C5 Type 2, GDPR, BDSG, AI Act; certification not warranted unless expressly agreed.

9.4 Hosting guarantee EU/EEA — Falkenstein location. HEINI processes customer data on servers within the EU/EEA. The standard processing location is the Hetzner data centre in Falkenstein (FSN1), Germany (single-tenant stack per customer). A deviating hosting region is agreed exclusively at the express request of an Enterprise customer in the individual contract (Annex B/D); without such agreement all processing remains in Falkenstein/Germany. Transfer to third countries occurs only where set out in Annex A and on a valid transfer basis (adequacy decision, EU Standard Contractual Clauses 2021 with TIA, or DPF).

9.5 AI sub-processors. The current list is in Annex A no. 7. The customer is informed of changes 30 days in advance and may object for good cause.

9.6 Dual role. Where HEINI processes data for its own purposes (billing, IT security, telemetry, legal enforcement), HEINI is its own controller; details in the privacy policy.

§ 10 EU Data Act (Regulation (EU) 2023/2854)

10.1 HEINI grants the rights provided under Chapter VI Data Act: effective switching to an alternative provider, functional equivalence and data portability, non-discriminatory termination. Details in Annex E.

10.2 Switching charges are no longer levied from 12 January 2027 (Art. 29 Data Act).

§ 11 Term, termination, consequences

11.1 Term. The contract begins upon receipt of the order confirmation and runs for an indefinite period, but at least for the minimum term stated in the plan/cluster.

11.2 Ordinary termination. After the minimum term, with 30 days’ notice to month-end in text form.

11.3 Extraordinary termination. The right to terminate for good cause remains unaffected (for HEINI in particular material payment default, breach of § 2.5 or § 6.4).

11.4 Pro-rata refund. On the customer’s justified extraordinary termination due to material breach by HEINI, the customer is entitled to a pro-rata refund of fees paid in advance.

11.5 Data export / deletion. After the contract ends HEINI provides a 30-day export in a customary format (CSV/JSON); thereafter deletion per Annex A, statutory retention obligations remaining unaffected.

§ 12 Changes to these Terms

12.1 HEINI may change these Terms with future effect where required to adapt to legal changes, technical developments or changed circumstances and where the customer is not unreasonably disadvantaged.

12.2 Changes are announced by email at least 60 days before they take effect and clearly marked.

12.3 If the customer does not object within 30 days of receipt in text form, the changes are deemed accepted; this legal consequence is stated in the notice.

12.4 On timely objection, HEINI may terminate the contract extraordinarily at the effective date of the change.

§ 13 Final provisions

13.1 Governing law. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

13.2 Jurisdiction. Exclusive place of jurisdiction is the registered seat of HEINI (48301 Nottuln, Coesfeld Local Court / Münster Regional Court), where the customer is a merchant, legal entity under public law or public-law special fund. HEINI may also sue at the customer’s general place of jurisdiction.

13.3 Text form. Amendments require text form (§ 126b BGB); this also applies to waiving this requirement.

13.4 Severability. If a provision is invalid, the remaining provisions stay valid; the admissible provision closest to the economic purpose takes its place.

13.5 ODR note (declaratory). HEINI is neither obliged nor willing to participate in dispute-resolution proceedings before a consumer arbitration board (§ 36 VSBG), as consumers are excluded under § 1.2.

Status

Version 2.1 — as of 16 June 2026. HEINI Operations UG (haftungsbeschränkt), Wierling 19, 48301 Nottuln, Germany, Managing Director: Daniel Heinen. The German version is legally binding.