1. Definitions
In these GTC, the following capitalized terms shall have the meanings set out below:
1.1“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting shares or the power to direct the management and policies of such entity.
1.2“Agreement” means these GTC, the applicable Order Form, and any other documents explicitly incorporated by reference (e.g., the Data Processing Agreement), encompassing the entire legal relationship between the parties.
1.3“Authorized Users” means employees, agents, and independent contractors of Customer who are authorized by Customer to access and use the Services for Customer’s internal business purposes and for whose actions Customer is liable.
1.4“Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Mindfuel’s Confidential Information specifically includes the Platform, the AI Agents, and the Documentation.
1.5“Customer” means the customer identified on the Order Form who is party to this Agreement with Mindfuel (each a “Party” and collectively the “Parties”).
1.6“Customer Data” means any data, content, code, files, or information submitted, uploaded, connected, or transmitted by Customer or Authorized Users to the Services for processing.
1.7“Documentation” means the official user guides, technical specifications, and service descriptions provided by Mindfuel (available online or within the Service), as updated from time to time.
1.8“Fees” means the subscription fees and other charges specified in the applicable Order Form.
1.9“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade secrets, database rights, rights in software, and any other form of intellectual property rights recognized in any jurisdiction, whether registered or unregistered.
1.10“Order Form” means the ordering document (online or offline) specifying the Services to be provided, the Fees, the Subscription Term, and the specific Contracting Entity, entered into between Customer and Mindfuel.
1.11“Output” means the reports, analyses, code suggestions, documentation, and other content generated by the Services specifically for Customer based on the Customer Data.
1.12“Services” means the Mindfuel SaaS platform, including its AI-based agents, analysis tools, and any related support services, made available by Mindfuel to Customer via the internet.
1.13“Usage Data” means aggregated, anonymized, or de-identified technical data, metadata, and usage statistics derived from Customer’s use of the Services (e.g., query logs, latency metrics, feature usage patterns), which does not reveal the identity of Customer or any Authorized User and does not contain Customer’s Confidential Information or Personal Data.
2. Subject of the Agreement & Provision of Services
2.1Provision of Services. Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Mindfuel grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the Subscription Term solely for its internal business purposes. The Services are offered as a Software-as-a-Service (SaaS) solution; Customer has no right to receive a copy of the underlying software code or to run the software on its own servers (on-premise), unless expressly agreed otherwise in writing.
2.2Service availability. Mindfuel shall use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Mindfuel shall give advance electronic notice); and (b) any unavailability caused by circumstances beyond Mindfuel’s reasonable control, including, for example, an act of God, act of government, flood, fire, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
2.3Updates and improvements. Mindfuel continuously develops its AI models and platform (“Continuous Deployment”). Mindfuel reserves the right to update, upgrade, or modify the Services at any time to improve functionality, security, or performance, provided that such modifications do not materially degrade the overall functionality of the Services subscribed to by Customer.
2.4Artificial intelligence. Customer acknowledges that the Services utilize probabilistic artificial intelligence and machine learning technologies. Due to the nature of these technologies, Output generated by the Services: (a) may not be error-free or fully accurate (“Hallucinations”); (b) constitutes a recommendation or suggestion only; and (c) requires human review and verification before being acted upon (“Human-in-the-Loop”). The Services are designed to assist Customer’s professionals, not to replace professional judgment or decision-making. Customer remains solely responsible for any decisions made or actions taken based on the Output.
3. Customer Obligations
3.1Access and security. Customer is responsible for all activities conducted under its Authorized Users’ logins. Customer shall (a) ensure that Authorized Users keep their access credentials confidential; (b) promptly notify Mindfuel of any unauthorized access or security breach; and (c) use industry-standard security measures (e.g., multi-factor authentication) to protect its accounts.
3.2Acceptable use policy. Customer shall not, and shall not permit any third party to: (a) copy, modify, disassemble, decompile, or reverse engineer the Services, the AI Agents, or the underlying source code (except to the extent such restriction is prohibited by mandatory applicable law); (b) use the Services to build a competitive product or service, or to benchmark the Services against a competing product; (c) use the Output or the Services to train, fine-tune, or generate training data for any third-party artificial intelligence models; (d) transmit any viruses, malware, or harmful code; or (e) use the Services for any illegal purpose or in violation of third-party rights.
3.3Compliance and export control. Customer represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation. Furthermore, Customer shall comply with all applicable export control laws and sanctions regulations of the European Union (EU) and Switzerland (SECO).
3.4Data backup. Mindfuel performs regular system backups for the continuity of the Services. However, Customer acknowledges that the Services are not an archiving solution. Customer is solely responsible for maintaining appropriate backups of its Customer Data and Output on its own systems. Mindfuel shall not be liable for any loss of data that could have been avoided by Customer maintaining such backups.
4. Intellectual Property Rights
4.1Mindfuel ownership (Platform IP). As between the parties, Mindfuel retains all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the platform, the documentation, the AI Agents (including their weights, algorithms, and logic), and any modifications, improvements, or derivative works thereof (“Mindfuel IP”). No ownership rights are transferred to Customer under this Agreement.
4.2Customer ownership (Customer Data). As between the parties, Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data.
4.3License to process. Customer grants Mindfuel and its Affiliates a worldwide, limited, non-exclusive, royalty-free license to access, host, copy, transmit, and process Customer Data solely: (a) to provide, maintain, and secure the Services for Customer; (b) to prevent or address service or technical problems; and (c) as compelled by law.
4.4Ownership of Output. Subject to Customer’s payment of all Fees and compliance with this Agreement, Customer owns all right, title, and interest in and to the specific Output generated by the Services for Customer. For the avoidance of doubt, Mindfuel retains ownership of any underlying templates, generic frameworks, or pre-existing Mindfuel IP embedded in the Output.
4.5Residual knowledge and AI Improvement. Mindfuel shall have the right to collect, analyze, and use Usage Data for its internal business purposes, including to: (a) analyze usage patterns and improve the performance of the AI models; (b) develop new features and products; and (c) re-train or fine-tune its generic AI algorithms. Mindfuel shall never use Customer Data for these purposes.
4.6Feedback. Customer grants Mindfuel a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Services any suggestions, enhancement requests, or other feedback provided by Customer or Authorized Users.
5. Fees, Payment & Taxes
5.1Fees and structure. Customer shall pay the fees specified in the applicable Order Form (“Fees”). The Order Form serves as the definitive source for the specific fee types, amounts, and billing cycles. Fees may include but are not limited to: (a) “Recurring Fees” — fixed fees for platform access, user licenses, or specific add-on modules (e.g., SSO, Premium Support), typically invoiced annually in advance; (b) “Consumption Fees” — variable fees based on actual usage (e.g., AI token consumption, compute hours, storage, or other metered metrics), typically invoiced quarterly in arrears; (c) “Service Fees” — fees for professional services, including Forward Deployed Engineers (FDEs), consulting, onboarding, or custom development, charged on a time-and-materials basis or as fixed-price packages as detailed in the Order Form; (d) “One-Time Fees” — non-recurring charges for setup, implementation, or workshops.
5.2Payment terms. Unless otherwise specified in the Order Form, all invoices are due and payable within fourteen (14) business days from the invoice date. Customer acknowledges that the Fees cover the availability of the Services for the entire subscription term and are non-cancellable. Consequently, any decision by Customer to migrate to a third-party provider prior to the end of the Term does not release Customer from the obligation to pay the full Fees for the remainder of the Term, which the Parties agree constitute the agreed price for the service availability and not an early termination penalty.
5.3Taxes. All Fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies, or duties. In cross-border transactions, a reverse charge mechanism (or equivalent local laws) may apply. Customer is responsible for accounting for such VAT.
5.4Price adjustment. Mindfuel shall be entitled to adjust the Recurring Fees for the subsequent subscription term (Renewal) by providing written notice at 120 days prior to the end of the current term. Without such notice, a standard adjustment of up to 5% per annum to compensate for inflation and operational cost increases shall be deemed agreed.
6. Confidentiality
6.1Obligations. The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing this Agreement; (b) restrict disclosure of Confidential Information to those of its Affiliates, employees, and contractors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
6.2Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation; (c) is received from a third party without breach of any obligation; or (d) was independently developed by the Receiving Party.
6.3Compelled disclosure. The Receiving Party may disclose Confidential Information if required by applicable law or court order, provided that the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order.
6.4Duration. The obligations under this Section 6 shall survive the termination or expiration of this Agreement for a period of five (5) years. However, any Confidential Information constituting a trade secret (within the meaning of e.g. the German GeschGehG, Swiss Penal Code, or equivalent applicable laws) shall remain protected for as long as it qualifies as a trade secret under applicable law.
7. Data Protection & Security
7.1Roles of the Parties. The Parties acknowledge that in relation to the processing of Personal Data contained in Customer Data, Customer acts as the Controller and Mindfuel acts as the Processor (as defined under applicable law, e.g. GDPR / Swiss nFADP).
7.2Data processing agreement. To the extent that Mindfuel processes personal data on behalf of Customer, the Parties shall execute (or deem incorporated by reference) Mindfuel’s standard Data Processing Agreement (“DPA”).
7.3Security measures. Mindfuel shall maintain appropriate technical and organizational measures designed to protect the security, confidentiality, and integrity of Customer Data.
8. Warranty & Disclaimers
8.1Limited warranty. Mindfuel warrants that, during the Subscription Term, the Services will perform materially in accordance with the applicable Documentation.
8.2Remedy. If the Services fail to conform to this warranty, Customer’s exclusive remedy and Mindfuel’s sole obligation shall be for Mindfuel to make commercially reasonable efforts to correct the non-conformity. If Mindfuel cannot correct the breach within a reasonable time, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees for the remainder of the term.
8.3General Disclaimer (“As Is”). Except as expressly provided in Section 8.1, the Services are provided “as is” and “as available”. Mindfuel disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
8.4AI Specific Disclaimer. Mindfuel does not warrant that the Services will be uninterrupted or error-free, nor that the AI-generated Output will be fully accurate, unbiased, or suitable for Customer’s specific use case. Customer accepts the probabilistic nature of the AI Agents.
9. Limitation of Liability
This Section 9 applies by default (Mindfuel AG). For German, Austrian, or US contracts, see Section 12.
9.1Exclusion. To the maximum extent permitted by applicable law, Mindfuel excludes all liability for damages caused by slight negligence or by its auxiliary persons (Hilfspersonen).
9.2Cap. Mindfuel’s total aggregate liability for all claims arising out of this Agreement shall be limited to the total Fees paid by Customer during the twelve (12) months immediately preceding the event giving rise to the claim.
9.3Indirect Damages. In no event shall Mindfuel be liable for any indirect, incidental, or consequential damages, including loss of profits, loss of data, or business interruption.
10. Term and Termination
10.1Term. The initial term of this Agreement is specified in the Order Form. It shall automatically renew for successive periods of the same length (or 12 months, whichever is longer), unless otherwise agreed in an Order Form or if either Party gives written notice of non-renewal at least ninety (90) days prior to the end of the current term.
10.2Termination for cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach and fails to cure such breach within thirty (30) days of notice; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.
10.3Effect of termination. Upon termination, Customer’s right to use the Services ceases immediately. Mindfuel shall delete Customer Data within ninety (90) days, unless a longer retention is required by law.
11. Final Provisions
11.1Marketing reference. Mindfuel may identify Customer as a user of the Services and use Customer’s name and logo in marketing materials, e.g. on its website. Customer agrees that its signature on the Order Form constitutes the explicit written consent, if required for such usage. Customer may revoke this right at any time for future use by sending an email to admin@mindfuel.ai. 11.2Written Form. Amendments to this Agreement must be in writing (including electronic signature tools like DocuSign).
11.3Severability. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force.
12. Local Law Variances
12.1USA. If Customer is domiciled in the USA, the following applies regarding Mindfuel’s liability and dispute resolution:
12.1.1THE SERVICES ARE PROVIDED “AS IS”. MINDFUEL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
12.1.2Dispute Resolution. Any dispute arising out of this Agreement shall be determined by binding arbitration in New York, NY, administered by JAMS pursuant to its Comprehensive Arbitration Rules. Class Actions are waived.
Exception: Either Party may seek injunctive relief in court to prevent the actual or threatened infringement of its Intellectual Property Rights.
12.2Germany / Austria. If the Contracting Entity is Mindfuel GmbH (DE) or Mindfuel GmbH (AT), Section 9 (Limitation of Liability) is replaced by the following:
12.2.1Unlimited Liability. Mindfuel is liable without limitation for damages caused by intent (Vorsatz), gross negligence (grobe Fahrlässigkeit), injury to life, body or health, under the Product Liability Act (ProdHaftG) or any other statutory law.
12.2.2Cardinal Duties. In cases of slight negligence (leichte Fahrlässigkeit), Mindfuel is liable only for the breach of essential contractual obligations (Kardinalpflichten). In such cases, liability is limited to the foreseeable, contract-typical damage.
12.2.3No Strict Liability. Strict liability for initial defects (e.g., § 536a para. 1 Alt. 1 BGB) is expressly excluded.
12.2.4Cap. Subject to 12.2.1, total liability is capped at the Fees paid in the preceding twelve (12) months.