These terms of service govern the use of Velorith by companies. Velorith is provided by [COMPANY_LEGAL_NAME], [COMPANY_LEGAL_FORM], [COMPANY_ADDRESS], [COMPANY_COUNTRY] ("we", "us"). The company that concludes the contract with us is referred to as the "customer". Further provider details are available in the imprint.
1. Scope and business customers only
1.1 Velorith is offered exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law, and to comparable businesses under other legal systems. Velorith is not offered to consumers. When creating a company, the person acting confirms that Velorith will be used for commercial or independent professional purposes. We may ask for evidence of business status, for example a VAT identification number, and may refuse or terminate the contract if the customer is a consumer. [CONSUMER_TERMS]
1.2 These terms apply exclusively. Conflicting or supplementary terms of the customer do not become part of the contract, even if we do not expressly object to them or provide the service in the knowledge of them. Individual agreements made in text form take precedence over these terms.
1.3 The following documents form part of the contract in their version applicable at the time: the acceptable use policy and the data processing agreement including its annexes. Our privacy policy informs about the processing for which we are controller and is not a contractual document.
2. Conclusion of the contract
2.1 The presentation of Velorith on our website is not a binding offer. The customer makes an offer to conclude the contract by completing the creation of a company in the service, confirming business use and accepting these terms, the acceptable use policy and the data processing agreement and acknowledging the privacy policy. We accept the offer by activating the company. We record the version of the accepted terms, the time of acceptance and the accepting user.
2.2 The person who creates the company declares that they are authorised to conclude the contract on behalf of the customer.
2.3 Members whom the customer invites into its company do not conclude a separate contract with us. They use Velorith under the customer's contract, and the customer is responsible for their compliance with these terms and the acceptable use policy.
2.4 If paid features are booked, the plan selected, the price and the billing period shown at checkout additionally apply.
3. Accounts, members and seats
3.1 Each member needs a personal user account. Accounts may not be shared. The customer ensures that sign-in credentials, passkeys and second factors are kept confidential and that access is withdrawn without delay when a person leaves the customer's organisation.
3.2 Within the company, owners and administrators manage members, roles, teams, invitations, approval rules and spending limits. The customer is responsible for assigning these roles appropriately. An owner must transfer ownership to another member before deleting their own account.
3.3 If the plan is billed per member, each active member occupies one seat. The number of seats is shown in the company and at checkout.
3.4 The customer informs us without delay if it suspects that credentials have been compromised or that an account is being misused.
4. The service
4.1 Velorith is a software service that gives each member of the customer their own AI agents. Agents carry out tasks on the instructions of members. Depending on the plan and the configuration of the company, the service comprises in particular the following.
- Agents and their runtime. Each member's agents run in an isolated runtime environment dedicated to that member. Agents generate replies and plan actions using large language models, which we access through OpenRouter. Details are set out in our AI transparency information
- Workspaces. A member can be given a personal workspace with files and a terminal in which agents execute commands
- Company brain. A knowledge base per company into which members upload files and submit links and in which agents record learnings
- Agent browsing. Agents can use hosted browsers of Browser Use. Each member has a separate browser profile in which logins and cookies for websites are stored so that the agent can act on these websites on the member's behalf
- Devices. Desktop and mobile apps that a member pairs with their account, through which agents can, with approval, carry out actions on the member's computer
- Channels and connectors. Members can communicate with agents through supported channels and connect third-party services so that agents act there on their behalf
4.2 We describe the functions available at any time in the service and on our website. Functions marked as planned or in preview are not owed until they are made generally available. A function for connecting a member's own ChatGPT subscription is not offered at launch.
4.3 We may develop the service further and change functions, provided that the agreed core functionality is preserved and the change is reasonable for the customer. We inform the customer in good time of changes that materially affect the use of the service.
4.4 The service is provided over the internet. The customer is responsible for meeting the technical requirements on its side, in particular a current browser and internet access.
5. AI output, approvals and the customer's responsibility for actions
5.1 Agents are based on AI models whose output is generated probabilistically. Output can be incorrect, incomplete, outdated or inappropriate, even when it appears convincing. Output is not legal, tax, medical or other professional advice. The customer and its members review output before relying on it or passing it on.
5.2 Agents act on the instructions of members. Actions with external effect, such as executing commands, sending messages, changing data in connected services, entering data on websites or acting on a member's computer, are subject to the approval rules that the customer configures in the company. Depending on these rules, an action is either submitted to a member for approval or executed without individual approval. Approval requests expire if they are not decided in time.
5.3 Actions that a member approves, and actions that are executed without individual approval because of the customer's approval rules, are carried out on the customer's behalf and at its responsibility. The customer chooses the approval rules with care and with regard to the potential impact of each kind of action. The automatic screening of planned actions, where available, assists the customer but does not replace its own review.
5.4 Where the customer uses AI-generated content to communicate with third parties, it complies with applicable disclosure obligations, in particular Art. 50 of the AI Act. Where the service marks content as AI-generated, the customer does not remove or conceal this marking.
5.5 The customer decides whether and for which purposes it uses agents. The customer is responsible for ensuring that its use complies with the law, in particular with data protection and employment law, including any participation rights of employee representatives.
6. Customer content
6.1 Customer content is all content that the customer and its members put into the service or have generated by agents, in particular messages, files, instructions, brain content, workspace files and agent output. As between the parties, the customer retains all rights in its customer content. Insofar as rights in agent output arise at all, we transfer them to the customer to the extent we hold them.
6.2 The customer grants us the non-exclusive, worldwide right, limited to the term of the contract and free of charge, to store, reproduce, process, transmit to subprocessors and to services instructed by the customer, and make available to the customer's members the customer content, solely to the extent necessary to provide the service and to comply with legal obligations.
6.3 We do not use customer content to train AI models, and we do not sell it. We may use aggregated and anonymised data about the use of the service to operate, secure and improve the service.
6.4 The customer warrants that it holds the rights required to put customer content into the service and to have it processed by agents, and that customer content does not infringe the rights of third parties or the law.
7. Third-party services and connectors
7.1 The service uses subprocessors that we select and that are listed in our list of subprocessors.
7.2 In addition, the customer can connect third-party services of its choice, such as Slack, Telegram or Notion, and can instruct agents to visit websites, use online accounts or contact third parties. These services are not our subprocessors. They are used on the customer's instruction, and the terms of the respective provider apply in the relationship between the customer and that provider. The customer is responsible for being entitled to use these services in this way, including by automated agents.
7.3 We are not responsible for the availability, content or conduct of third-party services that the customer connects or that agents visit on the customer's instruction. If a provider changes or discontinues its interface, we may adjust or discontinue the corresponding connector.
8. Fees and billing
8.1 The fees result from the prices shown on our website or at checkout at the time of booking. All prices are net and exclusive of the statutory value added tax. Where the reverse charge mechanism applies, in particular for customers in the European Union, the customer is liable for the value added tax. The customer provides us with a valid VAT identification number where required for this purpose and informs us of changes.
8.2 Trial periods and free plans are subject to the following conditions. [TRIAL_TERMS]
8.3 Fixed fees for a plan are charged in advance for each billing period. Usage-based fees, in particular for model calls, compute and other third-party resources consumed by agents, are calculated from the costs incurred by us plus a margin of [USAGE_MARGIN] and are charged in arrears for the billing period in which they arise. The customer can view usage and costs per member in the company and can set spending limits. Spending limits apply from the time they take effect. Usage already incurred remains payable.
8.4 Payments are processed through Stripe. The customer authorises us to charge the fees to the payment method stored with Stripe. Invoices are provided electronically.
8.5 If the customer is in default of payment, we may, after a reminder and the expiry of a grace period of [PAYMENT_GRACE_PERIOD], suspend access to paid functions until payment is made. Statutory rights in the event of default remain unaffected.
8.6 We may adjust prices with effect from the next billing period. We announce price increases at least [CHANGE_NOTICE_PERIOD] in advance in text form. If the customer does not agree, it may terminate the contract with effect from the time the increase takes effect.
8.7 The customer may only set off claims that are undisputed or have been finally established by a court. This does not apply to counterclaims arising from the same contractual relationship. The customer may only exercise a right of retention on the basis of claims arising from the same contractual relationship.
9. Suspension and emergency stop
9.1 The service provides an emergency stop with which authorised members of the customer can halt agent activity in the company.
9.2 We may temporarily suspend individual agents, functions, members or the entire company, in whole or in part, to the extent necessary, if
- there are concrete indications of a breach of the acceptable use policy or of the law,
- there is a threat to the security or integrity of the service, of other customers or of third parties,
- the customer is in default of payment in accordance with section 8.5, or
- we are obliged to do so by law or by an order of a court or authority.
9.3 When choosing the measure, we take the customer's legitimate interests into account and choose the mildest effective means. We inform the customer of the suspension and its reason without delay, where possible in advance, unless this would defeat the purpose of the measure. We lift the suspension as soon as the reason has ceased to exist. The obligation to pay fixed fees continues during a suspension for which the customer is responsible.
10. Availability and support
10.1 We provide the service with the care customary in the industry and aim for high availability. A specific availability is only owed if it has been expressly agreed in a separate service level agreement.
10.2 The service is not owed during scheduled maintenance, which we perform at times of low usage where possible and announce in advance where it is expected to cause noticeable restrictions, nor in case of disruptions that are outside our control, in particular failures of the internet, of the customer's systems or of third-party services instructed by the customer.
10.3 Support is provided by email at [SUPPORT_EMAIL] during our usual business hours, unless otherwise agreed.
11. Data protection
11.1 Insofar as we process personal data on behalf of the customer, the data processing agreement applies. It forms part of this contract and takes precedence over these terms in matters of data protection. The customer is the controller for this processing.
11.2 The customer ensures that a legal basis exists for the processing of personal data that it puts into the service or has processed by agents, and that the data subjects, in particular its members, are informed as required.
11.3 Insofar as we process personal data as controller, we do so in accordance with our privacy policy.
12. Confidentiality
12.1 Each party treats as confidential all information of the other party that is marked as confidential or whose confidentiality is evident from the circumstances, in particular customer content, business secrets and the terms agreed, and uses it only for the purposes of this contract. Disclosure is permitted to employees, subprocessors and advisers who need the information for these purposes and who are bound to confidentiality.
12.2 The obligation does not apply to information that was already lawfully known to the receiving party, is or becomes publicly available without breach of this contract, was independently developed or lawfully obtained from a third party, or must be disclosed by law or by order of a court or authority. In the latter case the receiving party informs the other party in advance where legally permitted.
12.3 The obligation continues for three years after the end of the contract. For business secrets it continues for as long as they remain business secrets.
13. Warranty
13.1 We provide the service substantially in accordance with the functional description applicable at the time. Given the nature of AI models, we do not warrant that output is correct, complete or suitable for a particular purpose.
13.2 The customer reports defects to us without delay in text form with a comprehensible description. We remedy defects within a reasonable time, at our discretion by correction, a workaround or a new version.
13.3 Strict liability for defects already existing at the time of conclusion of the contract (§ 536a(1), first alternative, BGB) is excluded. The right to reduce fees remains unaffected. The customer may terminate the contract for failure to grant use (§ 543(2) sentence 1 no. 1 BGB) only after we have been given a reasonable opportunity to remedy the defect and this has failed.
14. Liability
14.1 We are liable without limitation for damage caused intentionally or by gross negligence, for damage resulting from injury to life, body or health, under the Product Liability Act, in case of fraudulent concealment of a defect and to the extent we have assumed a guarantee.
14.2 In case of slight negligence, we are only liable for the breach of an essential contractual obligation, that is an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In this case our liability is limited to the foreseeable damage typical for this type of contract and, per contract year, to [LIABILITY_CAP].
14.3 In case of loss of data, we are only liable, within the limits of sections 14.1 and 14.2, for the effort that would have been required to restore the data had the customer backed up its data regularly and in proportion to the risk, in particular by exporting important data.
14.4 Any further liability is excluded. The limitations of this section also apply in favour of our legal representatives, employees and agents.
14.5 Claims for damages against us, except for claims under section 14.1, become time-barred one year after the start of the statutory limitation period.
15. Indemnification
15.1 The customer indemnifies us against all claims asserted by third parties against us because of customer content, because of actions carried out on the customer's behalf in accordance with section 5.3, or because of a breach of the acceptable use policy or of the law by the customer or its members, to the extent the customer is responsible for the underlying circumstances. The indemnity includes the reasonable costs of legal defence.
15.2 We inform the customer without delay of any such claim, do not acknowledge it without the customer's consent and give the customer the opportunity to participate in the defence.
16. Term and termination
16.1 The contract runs for an indefinite period. Unless otherwise agreed for a plan, it can be terminated by either party at the end of each billing period with a notice period of [TERMINATION_NOTICE_PERIOD]. For plans with a fixed minimum term, the term and renewal shown at checkout apply.
16.2 The right of either party to terminate for good cause without notice remains unaffected. Good cause exists for us in particular if the customer seriously or, despite a warning, repeatedly breaches the acceptable use policy, if the customer is a consumer contrary to section 1.1, or if the customer is in default of payment for two consecutive billing periods or with an amount equal to two months' fees.
16.3 Termination must be declared in text form or through a function provided for this purpose in the service.
17. Data export and deletion after termination
17.1 Until the end of the contract, owners can download an archive of the customer content stored in the service in the company settings. Content that the archive does not cover, in particular the content of the company brain and of workspaces, we provide on request in a common, machine-readable format.
17.2 After the end of the contract, we keep the customer content available for export for [EXPORT_WINDOW]. We then delete the customer content within [RETENTION_CONTRACT_END], unless we are legally obliged to retain it. The details are governed by the data processing agreement.
18. Changes to these terms
18.1 We may amend these terms with effect for the future if there is a valid reason, in particular changes in the law or in case law, new functions of the service, or changes to third-party services that we use. Changes may not affect the main contractual obligations or the balance between performance and consideration to the customer's detriment.
18.2 We announce changes at least [CHANGE_NOTICE_PERIOD] before they take effect in text form, stating the changes. The changes are deemed accepted if the customer does not object in text form before they take effect. We point out this consequence, the right to object and the time limit in the announcement. If the customer objects, we may terminate the contract with effect from the time the changes take effect. The customer may also terminate the contract with effect from that time.
19. Final provisions
19.1 The contract is governed by [GOVERNING_LAW], excluding the United Nations Convention on Contracts for the International Sale of Goods.
19.2 If the customer is a merchant, a legal entity 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 this contract is [VENUE]. We remain entitled to bring an action at the customer's general place of jurisdiction.
19.3 These terms are available in German and English. [PREVAILING_LANGUAGE]
19.4 The customer may assign rights and obligations under this contract to third parties only with our consent. § 354a HGB remains unaffected.
19.5 Declarations under this contract require text form unless a stricter form is required by law.
19.6 Should individual provisions of this contract be or become invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provision, the statutory provisions apply.