Terms
Paul's Job AI Technologies GmbH | End User License Terms
February 2025
1. General | Scope
1.1. These End User License Terms (including its Schedule A) (“Terms”) apply to all contracts between Paul's Job AI Technologies GmbH, Saarbrücker Str. 19, 10405 Berlin, Germany (“Paul's Job”) and its customers who are business owners and not consumers (“Customers”) to whom Paul's Job provides access to its Services.
1.2.These Terms shall govern each ordering document or any online, email or in-app ordering process that references these Terms (each an “Order”). The terms of each Order shall incorporate these Terms and shall form a separate services contract with respect to the Services (as defined below) under that Order (a “Services Contract”).
1.3. These Terms shall also serve as a framework for future contracts between Paul's Job and Customer even if they are not specifically referred to. These Terms shall be deemed accepted by Customer upon the first use of the Services by Customer or a User.
1.4. These Terms apply to the exclusion of any other terms unless Paul's Job consents to such other terms in writing.
1.5. The terms ‘written’, ‘in writing’, ‘written form’ or similar terms used in these Terms shall refer to ‘in writing’ within the meaning of § 126 German Civil Code. The electronic exchange of copies of manually signed documents as well as electronically signed documents using a simple electronic signature (such as provided by DocuSign or Adobe Sign) shall be sufficient therefor. Unless stated otherwise in these Terms, simple emails shall not be sufficient.
1.6. Unless stated otherwise in these Terms, notices and declarations submitted by Customer to Paul's Job (e.g. termination notices or setting of deadlines), shall be made at least in ‘text form’ within the meaning of § 126b German Civil Code to be valid (email suffices).
2. License Grant | Permitted Users | Updates
2.1 Subject to the terms of the Services Contract, Paul's Job grants to Customer, during the Initial Term and any Renewal Term, a non-exclusive, non-transferable, non-sublicensable, world-wide right and license to use Paul's Job’s artificial intelligence solutions including any related websites, spaces, services and applications as specified in the Order (collectively the “Services”) for Customer’s internal business purposes only (“License”). The number of Licenses and their scope is specified in the Order. Paul's Job provides the Services as described in the Services documentation, as updated from time to time, and as available at a specified URL or as attached to the Order (“Documentation”).
2.2. Customer may only permit third parties to use the Services through the Customer account (“Users”) if they qualify as Customer’s employees, outsourcing service providers, consultants or contractors, and always provided that (A) Customer has obtained a License for each such User; (B) Customer ensures that such Users comply with these Terms and Customer remains liable for all their acts and omissions; and (C) the Services are used by such Users solely for Customer’s benefit.
2.3 Paul's Job may implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.
Paul's Job may implement new versions and upgrades with at least 30 days' prior written notice to the Customer for updates that may impact data processing, service functionalities, or other critical aspects of the Services.
3. License Restrictions
3.1 Customer shall not (and shall not permit any third party to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, outsource, or commercially exploit the Services; (B) copy the Services onto any public or distributed networks; (C) decompile, reverse engineer or disassemble the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory law; (D) modify, adapt, translate or create derivative works based on the Services; (E) alter any proprietary notices within the Services; (F) use the Services beyond the license scope set forth in Clause 2; or (G) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems or data; (iv) gain unauthorized access to Paul's Job’s systems or networks; or (v) perform penetration testing, vulnerability assessments or other security assessments.
3.2 The Services may only be used by Customer and its permitted Users in accordance with the Documentation and in full compliance with all applicable laws and regulations.
3.3 Customer shall not export or re-export any Services or related data in violation of any applicable laws and regulations. In particular, Customer shall comply with any sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations and the United States of America, unless this would conflict with applicable mandatory anti-boycott statutes. Customer shall obtain all necessary customs, import, or other governmental authorizations at its own expense.
3.4 Customer warrants (garantiert) that (a) the Services will not be used in countries to which an export and/or re-export is prohibited by any export and/or re-export control laws and regulations of the European Union, the United States, or other applicable jurisdictions, and (b) Customer is not considered a denied, prohibited or restricted party under any such laws and regulations or any official lists.
3.5 Although Paul's Job has no obligation to monitor Customer’s contractual use of the Services, Paul's Job may do so and may prohibit any use of the Services it deems to be in violation of this Clause 3provided that Paul's Job notifies the Customer in writing, specifying the nature of the violation and allowing the Customer a reasonable opportunity to address or cure such issues.
4. Trial Use
4.1. Paul's Job may grant Customer trial access to the Services for a period determined by Paul's Job in its sole discretion (“Trial Use”).
4.2. Paul's Job may downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice, and no guarantee, indemnity, Maintenance or Support obligations of Paul's Job shall apply to Trial Use.
4.3. Paul's Job may terminate Trial Use at any time. Trial Use is not a guarantee of certain product features.
5 Customer’s Responsibilities
5.1. Customer shall be responsible for obtaining and maintaining any technical equipment and related ancillary services required to receive the Services at its own cost, including, but not limited to, hardware and software (collectively “Equipment”), as well as networks and internet connections. Customer shall maintain the security of the Equipment.
5.2. Customer shall keep the information in the Customer account up to date and correct. Customer shall ensure that user identities, passwords and similar access credentials for the Services are used and stored in a secure manner, cannot be accessed and used by third parties and are immediately changed if compromised.
5.3. Customer shall notify Paul's Job of any unauthorized disclosure of such user identities, passwords or similar access credentials, and any unauthorized use or breach of security of the Services. Customer shall be liable for any unauthorized use of the Services through the Customer account.
5.4. Customer shall be liable for all data, personal identifiable information and any other material generated, displayed, posted, uploaded, stored, exchanged or transmitted by Customer or any User on or through the Services (“Customer Data”).
5.5. Paul's Job may, without notice or liability, investigate any complaints or suspected violations of the Services Contract including these Terms and may take any legal action and/or technical measures that it believes are appropriate, including, but not limited to, rejecting, refusing to post, or removing any Customer Data or other data, or restricting, suspending, or terminating Customer’s or any User’s access to the Services.
6. Maintenance and Support
6.1. Subject to Customer’s payment of the Service Fees, Paul's Job shall provide Maintenance and Support for the Services as specified in the Order. “Support” shall mean Paul's Job’s commercially reasonable efforts to respond to Customer’s support requests by documenting and troubleshooting issues and providing technical and non-technical assistance. “Maintenance” shall mean Paul's Job’s commercially reasonable efforts to provide error resolution, bug fixes as well as updates and upgrades generally made available by Paul's Job in its sole discretion.
6.2. Paul's Job provides Support to the Customer via email through it’s customer service portal, in each case, from Monday to Friday 9:00 am to 6:00 pm (CET), excluding public holidays in the State of Hessen and Berlin, Germany.
6.3. Paul's Job shall use commercially reasonable efforts to minimize Service errors and interruptions.
6.4. Customer may notify Paul's Job of any errors via email through it’s customer service portal. Paul's Job shall begin correcting errors within the following reaction times and undertakes to rectify notified errors within the following restoration times subject to (A) Customer providing a detailed description of the error and its reproducibility, and (B) depending on the error priority as reasonably determined by Paul's Job in its sole discretion:
6.5. The reaction time begins upon receipt of the error notification by Paul's Job. The reaction time and restoration time shall only run during Support hours set forth in Clause 6.2.
7. Availability
7.1. Subject to Customer’s payment of the Service Fees, Paul's Job shall make the Services available to Customer in accordance with this Clause 7.
7.2. Paul's Job shall use commercially reasonable efforts to ensure a minimum availability of the Services of 98% per year (based on 24 hours a day and 7 days a week) excluding any temporary unavailability for scheduled or for unscheduled Maintenance, and unavailability for causes beyond Paul's Job’s reasonable control. Paul's Job shall use commercially reasonable efforts to provide advance notice of any scheduled service disruption.
8. Additional Services
8.1. Subject to these Terms and payment of any applicable Service Fees, Paul's Job shall provide additional professional services to the extent described in an Order (“Additional Services”).
8.2. Unless specified otherwise in the relevant Order, the Additional Services are services within the meaning of § 611 German Civil Code. The Additional Services shall be rendered on a one-time fee or a time and materials basis.
8.3. Customer shall provide reasonable cooperation and information as necessary to enable Paul's Job to perform the Additional Services. If Paul's Job’s staff provide Additional Services to Customer, no lease of personnel (Arbeitnehmerüberlassung) shall occur. Customer’s staff or representatives shall not instruct Paul's Job’ staff directly. Any issues related to the Additional Services shall be addressed by Customer’s relevant contact person to Paul's Job’s relevant contact person. Paul's Job’s staff will not be integrated into Customer’s operational organization. Paul's Job retains sole discretion over its resource utilization (including Paul's Job’s staff) and performance plan when providing the Additional Services.
8.4. Customer shall reimburse Paul's Job for travel and other expenses (at cost) incurred in connection with the Additional Services (if any).
8.5. The Additional Services shall be performed on business days (i.e. Monday through Friday, excluding national holidays, during normal working hours, in the location where the Additional Services are provided).
9. Payment of Fees
9.1. Customer shall pay the fees as described in the Order for the Services and Additional Services (“Service Fees”).
If Customer’s use of the Services exceeds the capacity set forth in the Order (“Service Capacity”) or otherwise requires the payment of additional fees as per the terms of the Services Contract, Customer shall be billed for such usage and Customer shall pay any such additional fees.
9.2. Any discounts that Paul's Job may grant to Customer shall apply for one term only shall not automatically apply to subsequent Renewal Terms.
9.3. Paul's Job may change the Service Fees for the following Renewal Term upon at least 60 days’ prior notice to the end of the Initial Term or the end of the then current Renewal Term.
9.4. Unless specified otherwise, Customer shall make all payments via the payment methods offered by Paul's Job. If billing through invoices is agreed, full payment for invoices must be received by Paul's Job within 14 days after the invoice mailing date.
9.5. Paul's Job may suspend Customer’s access to the Services in accordance with § 320 German Civil Code if payments are not received by Paul's Job within 30 days of the due date, following notice in text form (email suffices).
9.6. All Service Fees are exclusive of, and Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees, excluding only taxes based on Paul's Job net income.
9.7. Customer may only set-off or assert a right of retention for claims that are (A) finally established by a court of law; (B) uncontested; or (C) acknowledged by Paul's Job in writing.
10. Confidentiality
10.1. Paul's Job and Customer may use Confidential Information only to exercise their rights and fulfil their obligations under the Services Contract and shall take reasonable measures to avoid their unauthorized disclosure and misuse of Confidential Information. They shall not disclose Confidential Information, except (A) to their employees, subcontractors, or professional advisers with a legitimate need-to-know and who are legally bound to confidentiality; (B) to a potential acquirer of their relevant assets, shares, stock, or business under a strict duty of confidentiality, but only to the extent such potential acquirer has executed a term sheet, letter of intent or other similar agreement to negotiate such acquisition; or (C) as required to be disclosed by applicable law, or judicial, governmental or regulatory order.
10.2. “Confidential Information” shall mean any information that is directly or indirectly disclosed or made accessible in connection with the Services Contract to a party by or on behalf of the other party, and which is identified as ‘confidential’ or ‘proprietary’ or which, given the nature of the information or circumstances surrounding the disclosure, should reasonably be understood by the recipient to be confidential or proprietary, but does not include information that the receiving party can demonstrate (A) it already rightfully knew or possessed; (B) becomes public through no fault of the receiving party; (C) is received by the receiving party from a third party with the legal right to disclose it; or (D) to have been independently developed by the receiving party without utilizing the disclosing party’s Confidential Information. The Services Contract including the Order and these Terms constitutes Confidential Information of Paul's Job. The Customer Data constitutes Confidential Information of Customer.
10.3. The obligations under Clause 10.1 shall apply during the term of the Services Contract and for 7 years thereafter.
10.4. Paul's Job may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, but not limited to, information concerning the Customer Data), and Paul's Job shall be free (during and after the term of the Services Contract) to use and have used such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes relating to the Services and other Paul's Job offerings, in each case, solely in aggregated, anonymized or other de-identified form and solely in a manner that is not directly detrimental to Customer.
Paul's Job shall use such data and information solely for the purpose of improving and enhancing the Services and shall not use such data for commercial purposes, even in anonymized form, without the Customer’s prior written consent.
11. Proprietary Rights | References | Use of Feedback
11.1. Paul's Job and its respective suppliers shall retain all ownership and intellectual property rights in and to the Services, including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions. Customer acknowledges that the rights granted under a Services Contract do not provide Customer with title to or ownership of the Services.
11.2. Customer shall retain all right, title and interest in and to the Customer Data. Customer grants to Paul's Job during the Initial Term and any Renewal Term a non-exclusive, non-transferable, sublicensable, worldwide and unlimited right and license to use the Customer Data free of charge and solely to the extent necessary for the provision of the Services. Customer warrants (garantiert) that it has obtained all rights and consents necessary for Paul's Job to use the Customer Data as permitted herein.
11.3. Paul's Job may refer to Customer by its trade names and logos, and may briefly describe the Customer’s business in Paul's Job’s marketing materials and on Paul's Job’s websites.
11.4. Customer may provide Paul's Job with feedback and suggestions regarding existing and new features or functionalities of the Services. Paul's Job shall be free to take such feedback and suggestions into consideration. Customer grants to Paul's Job, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.
12 Data Privacy | IT Security
12.1. Customer and Paul's Job shall comply with any applicable data privacy and data protection legislation, including, but not limited to, the EU General Data Protection Regulation.
12.2. Where a data processing agreement is required by such legislation, the Data Processing Terms in Schedule A hereto shall supplement these Terms and shall become an integral part of any applicable Services Contract.
12.3. Paul's Job shall implement reasonable security measures for the Services that meet relevant industry standards.
13. Term | Termination
13.1. Subject to earlier termination as provided below, the Services Contract commences on the date specified in the Order (“Effective Date”) and shall remain in effect for an initial term as specified in the Order (“Initial Term”). The Initial Term shall automatically renew for consecutive periods equal in duration to the Initial Term (each a “Renewal Term”), unless either party terminates the Services Contract at least 30 days prior to the end of then current term.
13.2. Neither Customer nor Paul's Job may terminate the Services Contract for convenience with effect prior to the end of the Initial Term or any Renewal Term. Customer’s and Paul's Job’s right to immediately terminate the Services Contract for good cause shall remain unaffected. Such good cause shall exist, (A) if a party commits a material breach of the Services Contract, which has not been cured within 30 days after receipt of a written breach notice (email suffices); or (B) for Paul's Job, if Customer (i) is in default of payment by more than 45 days; (ii) breaches the use restrictions under Clause 3; or (iii) ceases its due payments or suffers a significant deterioration in its asset situation.
13.3. Upon termination or expiration of the Services Contract taking effect, Paul's Job may suspend Customer’s access to the Services and delete any Customer Data in Paul's Job’s possession after a period of 30 days. Customer shall be responsible for extracting all Customer Data before any suspension. Paul's Job may offer to extract and/or modify Customer Data as Additional Services against a separate Service Fee. Clause 10.4 shall remain unaffected.
13.4. Paul's Job or Customer may terminate any agreement for Additional Services for convenience in accordance with its terms and applicable law.
14. Limited Warranty
14.1. Customer is aware of the essential functionalities and features of the Services and has verified that the Services specification as described in the Documentation meets its business requirements. Information or requirements not contained in these Terms, the Order, and the Documentation shall only form part of the Services Contract if agreed in writing between Customer and Paul's Job. Product descriptions, illustrations, test programs, etc. represent mere service specifications but do not constitute guarantees (Garantien) or agreements on certain specifications (Beschaffenheitsvereinbarungen).
14.2. Paul's Job warrants (gewährleistet) that the Services will materially conform to the Documentation for the applicable Services version. In case of a breach of this warranty Paul's Job shall use commercially reasonable efforts to modify the Services to materially conform to the Documentation, and if Paul's Job is unable to materially restore such functionality within 30 days from the date of a written breach notice, Customer may terminate the Services Contract upon written notice and receive a pro-rata refund of any unused, prepaid Service Fees. To claim the foregoing remedy, Customer (A) shall immediately notify Paul's Job in writing of any warranty breaches; and (B) must have used the Services in accordance with the Documentation. Any no-fault liability (verschuldensunabhängige Haftung) of Paul's Job for the existence of initial errors (anfängliche Mängel) under § 536a German Civil Code shall be excluded. Damages claims relating to a breach of this warranty are subject to the limitations set forth in Clause 16.
14.3. Customer may not obtain the source code of the Services for any reason.
15. Third-Party Claims
15.1. Paul's Job shall, at its expense, defend Customer against (or, at Paul's Job’s option, settle) any third-party claim alleging that the Services infringe or misappropriate any patent, copyright, trademark, other intellectual property right or trade secret (“Third-Party Claim”), and Paul's Job shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any Third-Party Claim. In the event that the use of the Services is or may likely become subject to a Third Party Claim, Paul's Job may, at its option and expense, (A) replace the relevant Services with non-infringing services that are functionally equivalent; (B) obtain a license for Customer’s continued use of the relevant Service; or (C) immediately terminate the Services Contract in whole or in part and provide a pro-rata refund of any unused, prepaid Service Fees for the relevant Services.
15.2. Clause 15.1 shall not apply for claims arising out of the following: (A) The Services are modified by Customer or any User; (B) The Services are combined with third-party products, applications, or processes; or (C) any unauthorized use of the Services.
15.3. Clause 15.1 shall be Customer’s sole remedy with respect to any Third-Party Claim.
16. Limitation of Liability
16.1. Paul's Job shall be unrestrictedly liable for (A) injury to life, body, or health caused by Paul's Job, its legal representatives (gesetzliche Vertreter) or vicarious agents (Erfüllungsgehilfen); (B) willful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of Paul's Job, or its legal representatives; (C) willful misconduct of Paul's Job’s vicarious agents not mentioned in (B); (D) the absence of any guaranteed (garantiert) characteristics; and (E) claims under the German Product Liability Act (Produkthaftungsgesetz).
16.2. Paul's Job shall be liable for the breach of its Primary Obligations by Paul's Job, its legal representatives or vicarious agents. For breaches of Paul's Job’s Primary Obligations caused by (A) simple negligence by Paul's Job, its legal representatives or executive staff; or (B) simple or gross negligence by Paul's Job’s vicarious agents not mentioned in (A), Paul's Job’s liability shall be limited to damages which were foreseeable at the time of performance of the Services. “Primary Obligations” shall mean such basic duties which form the essence of the Services Contract, which were decisive for the conclusion of the Services Contract and on the performance of which Customer may rely (Kardinalpflichten).
16.3. Subject to Clauses 16.1 and 16.2, Paul's Job shall not be liable for breaches caused by (A) simple negligence of Paul's Job or its legal representatives; or (B) simple or gross negligence of Paul's Job’s vicarious agents not mentioned in (A).
16.4. Paul's Job’s liability for data loss shall not exceed an amount equal to the typical recovery costs which would have arisen if Customer had implemented proper and regular data backup measures.
16.5. Subject to Clause 16.1, Paul's Job’s total liability arising out of or in connection with the Services Contract, whether in contract or tort or otherwise shall never exceed a sum equal to 150% of the total Service Fees paid or payable by Customer in the 12 months preceding the event which gave rise to the liability.
16.6. Customer acknowledges that the Services make use of large language models (LLMs) and other artificial intelligence technologies developed by third parties. Paul's Job does not create, train, or directly control these technologies. While Paul's Job strives to provide reliable solutions, Paul's Job does not warrant that the output generated by such technologies is accurate, complete, consistent, appropriate, inoffensive, free from bias, fit for a particular purpose, non-infringing, or compliant with applicable laws and ethical standards, and Paul's Job shall not be liable for any damage arising from any of the foregoing. Customer alone is responsible for reviewing, verifying, and validating any such output before its use. Such output shall not be construed as legal, medical, financial, tax, or professional advice by Paul's Job.
Paul's Job shall ensure that AI-generated outputs are subjected to reasonable accuracy, compliance, and bias mitigation measures. Customer retains the right to audit the Services to ensure compliance with applicable legal and regulatory requirements.
16.7. Neither Paul's Job nor Customer shall be liable for failures or delays in performance caused by force majeure, i.e., causes beyond their reasonable control and occurring without their fault or negligence.
16.8. Any more extensive liability of Paul's Job arising out of or in connection with the Services Contract (including these Terms and Schedule A, if applicable) that is not covered in this Clause 16 is excluded.
17. Assignment | Novation
17.1 Customer may not assign the Services Contract without Paul's Job’s prior written approval and any unauthorized assignment shall be void. Paul's Job may in its discretion assign, or transfer to third parties the Services Contract or any rights pertaining thereto in whole or in part.
17.2. Upon Paul's Job’s request, Customer shall promptly (but within no more than 14 days) enter into a novation agreement in a form reasonably specified by Paul's Job in order to enable Paul's Job to exercise its rights pursuant to this Clause 17.
17.3. Without prejudice to mandatory applicable law, Customer shall not assign any of its rights or obligations under any Services Contract and these Terms to any third party without Paul's Job’s prior written consent.
18. Severability
Should any provision of the Services Contract including the Order and these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what Paul's Job and Customer would have agreed, pursuant to the meaning and purpose of the original provision and of the Services Contract, had they recognized its ineffectiveness or invalidity. If the ineffectiveness or invalidity of a provision stems from a measure of performance or time (deadline or date) specified therein, such provision shall be replaced with a provision that reflects the original scope as close as legally possible. The foregoing shall also apply to any unintended omission in the Services Contract including the Order and these Terms.
19. Entire Agreement | Revisions
19.1. The Services Contract, including the Order and these Terms, shall represent the entire agreement between Customer and Paul's Job in respect of its subject matter and shall supersede all prior arrangements or agreements made in relation thereto.
19.2. Without prejudice to Clause 19.3, valid amendments or supplements to these Terms require a mutual written agreement. The same shall apply for any changes to this requirement of written form.
19.3. Paul's Job may amend these Terms for existing Services Contracts with future effect if necessary for technical, economic or legal reasons, always provided that this would not constitute a change affecting the basis of the legal relationship between Paul's Job and Customer which would be equivalent to the conclusion of a new contract. Paul's Job shall notify Customer of any revision of these Terms in text form (email suffices) at least 6 weeks before their proposed effective date. Customer may approve or object to the revision before such effective date. The revision shall be deemed approved by Customer, unless Customer objects to the revision before such effective date. Paul's Job shall expressly inform Customer thereof in the revision notice. Paul's Job may amend these Terms for future Services Contracts at any time for any reason without notice.
20. Governing Law | Jurisdiction
20.1. The Services Contract, including these Terms, and any related issues, disputes or claims shall be governed by the laws of the Federal Republic of Germany excluding its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
20.2. The courts of Frankfurt am Main, Germany shall have exclusive jurisdiction over any disputes or claims arising from or in connection with the Services Contract, including these Terms, its subject matter or its formation.
21. Miscellaneous
21.1. The person signing or otherwise accepting the Order and these Terms for Customer represents that it is duly authorized to enter the Services Contract on behalf of Customer.
21.2. Paul's Job may engage subcontractors, including third-party software suppliers, for the performance of its obligations related to the Services Contract.
21.3. No agency, partnership, joint venture, or employment is created as a result of the Services Contract and Customer shall have no authority of any kind to bind Paul's Job in any manner.