Read the terms and conditions that govern your use of Wysor platform and services.
Last updated: September 20, 2025
Last Updated: September 20, 2025
These Terms of Service regulate the legal relationship regarding the use of services between Wysor UG (haftungsbeschränkt) ("Wysor") and the Customer (Wysor and the Customer together referred to as the "Parties"). These Terms of Service are supplemented by provisions in separate documents referenced herein, such as the Data Processing Agreement ("DPA"), Privacy Policy, and the information provided during the order process, which are documented in the order confirmation. In case of conflict between these documents, the following order of precedence applies: DPA, information in the order confirmation, these Terms of Service.
This Agreement also applies when the Customer uses the Platform via wysor.io or other online channels provided by Wysor, including self-sign-up registrations, click-wrap agreements, or online orders. In these cases, the contract comes into effect upon completion of the respective online order or registration process and acceptance of these Terms, with the conditions specified in the online order process (including plans, prices, terms, and scope of services) serving as the order confirmation within the meaning of this Preamble.
1.1 "Authorized User" means any person at the Customer's organization to whom the Customer may grant access to use the Services in accordance with these Terms of Service. This includes the Customer's employees, independent contractors, and other authorized representatives who do not compete with Wysor and who may use the Platform at the Customer's business premises or under the Customer's direct supervision.
1.2 "Authorized Volume" means the usage parameters and limits for Platform use according to the service description, including but not limited to the number of user seats, API call limits, data processing volumes, storage limits, and other usage metrics as specified in the order confirmation.
1.3 "Confidential Information" means all information, documents, and files disclosed by one Party to the other Party in written, electronic, oral, or other form, which are marked as confidential by the disclosing Party or are to be treated as confidential by their nature. This includes but is not limited to technical specifications, business strategies, customer lists, pricing information, and proprietary algorithms.
1.4 "Customer" means the person or company identified as the customer in the respective order process or online registration process.
1.5 "Customer Data" means all data, content, information, and materials processed, stored, or transmitted through the Services, including but not limited to personal data, business data, uploaded files, configurations, and any derivative data created through the use of AI applications.
1.6 "Documentation" means the applicable technical and functional documentation relating to the Services provided by Wysor, including technical and functional specifications, user manuals, API documentation, best practices guides, and training materials, which are updated from time to time in accordance with these Terms of Service and made available at www.wysor.io or through the Platform.
1.7 "Effective Date" means the beginning of the Term through the sending of the order confirmation by Wysor or the completion of the online registration process, whichever is applicable.
1.8 "Intellectual Property" means without limitation all patents and other rights to inventions, copyrights, trademarks, registered designs and other industrial property rights, trade secrets, know-how, proprietary algorithms, software code, and all associated exploitation and usage rights, whether registered or unregistered.
1.9 "Services" means (i) providing access to AI applications and hosting corresponding data via the Platform, (ii) related technical support and maintenance services, and (iii) any additional services that may be made available to the Customer under these Terms of Service. The Services are described in the service description on Wysor's website at www.wysor.io and are further specified in the order confirmation.
1.10 "Platform" means the online platform, software applications, and related infrastructure through which the Customer is provided access to AI applications, data processing capabilities, and on which Customer Data is hosted and processed.
1.11 "Term" means the original contract term and any renewal term as determined in the order confirmation or online subscription process.
1.12 "Usage Data" means aggregated, anonymized metrics and information about the Customer's use of the Services, including usage patterns, feature utilization, performance metrics, and system interactions, but excluding any identifiable Customer Data or personal information.
2.1 Wysor's Services are exclusively directed at business customers, including corporations, partnerships, sole proprietorships, and other commercial entities. Wysor does not offer the Services to consumers or natural persons acting outside their commercial or professional activities, and their use of the Services is not permitted. Any attempt to use the Services for consumer purposes shall constitute a material breach of these Terms.
2.2 Customer's general terms and conditions are hereby expressly rejected and shall not become part of this agreement. They will only become part of the contract to the extent that Wysor has expressly agreed to their application in writing, signed by an authorized representative of Wysor. No course of dealing, course of performance, or trade usage shall modify these Terms.
2.3 By completing the order process or online registration, the Customer makes a binding offer to enter into this agreement. The contract under these Terms of Service comes into effect with the sending of the order confirmation by Wysor or upon the Customer's first access to the Platform following online registration. The acceptance period for traditional orders is five business days. If Wysor does not accept the Customer's offer within this period, the Customer is no longer bound by its offer.
2.4 Wysor may offer the Customer an expansion of the scope of services when available, including additional user seats, enhanced features, increased usage limits, or new service modules. The Customer is then free to place a supplementary order and thereby expand the existing contract. The above provisions regarding contract conclusion apply accordingly to such expansions.
2.5 The agreement of characteristics or other descriptions of the performance capability of the Services shall only be deemed a guarantee in the legal sense to the extent that they are expressly and in writing designated as a guarantee in a separate guarantee document specifically referencing this agreement.
2.6 The Customer is obligated to take the necessary precautions and create the technical prerequisites to enable Wysor to provide the Services, including but not limited to maintaining appropriate internet connectivity, compatible hardware and software systems, and necessary security measures.
2.7 The Customer is obligated, in its role as controller for the processing of personal data in connection with the use of the Platform and AI applications, to inform the authorized users and other data subjects according to the provisions of applicable data protection law about the processing. Wysor acts in the role of processor under the Data Processing Agreement and applicable data protection regulations.
3.1 The Customer must create an account to access the Platform, providing accurate, current, and complete information during the registration process. The Customer undertakes to keep its account information current, correct, and complete at all times and to promptly update any changes. The Customer is responsible for maintaining the confidentiality of all login information, including usernames, passwords, and any multi-factor authentication credentials, and will immediately inform Wysor of any loss, theft, misuse, or unauthorized disclosure of such login information as soon as the Customer becomes aware of it. Wysor is not liable for damages or losses resulting from the Customer's violation of the aforementioned obligations or failure to maintain adequate account security.
3.2 The maximum number of user accounts licensed by the Customer is specified in the order confirmation or subscription plan (insofar as access to the Platform is to occur via user accounts and no direct API access has been agreed). Authorized users include only (i) Customer's employees and (ii) Customer's service providers and independent contractors who do not compete with Wysor and who may use the Platform at the Customer's business premises or in the presence of the Customer's employees or under the Customer's direct supervision. The Customer is responsible for ensuring that access to a user account is not used in parallel and/or by multiple users simultaneously. Each user account is licensed for use by a single named individual only.
3.3 The Customer is obligated to inform its authorized users about the rights and obligations agreed in these Terms of Service before they begin using the Platform and to ensure they understand and comply with all applicable restrictions and requirements. The Customer is liable for breaches of duty by its authorized users or other third parties who violate obligations under these Terms of Service that lie within the Customer's sphere of influence or control.
3.4 If the Customer exceeds the authorized number of user accounts or usage limits specified in its subscription plan, Wysor may, at its sole discretion, either charge the Customer for additional usage according to then-current rates or suspend access to the Platform until compliance is restored. Continued excess usage may constitute grounds for termination for material breach.
4.1 Except to the extent expressly permitted under these Terms of Service or required by applicable law, the license granted under these Terms of Service is subject to the following restrictions: the Customer may not exceed the authorized volume or use Platform functions not covered by its order or subscription plan; the Customer may not permit unauthorized third parties to access or use the Platform; the Customer may not use the Platform to provide services to third parties or act as a service bureau unless otherwise specified in these Terms of Service; the Customer may not make modifications to the Platform except as specifically permitted in accordance with the Documentation; and the Customer will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to gain access to the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform, except as expressly permitted by applicable law.
4.2 The Customer agrees not to use the Platform or Services to: process data on behalf of third parties who are not among the Customer's authorized users without proper authorization; send unsolicited communications, junk mail, spam, chain letters, or other forms of unsolicited messages that violate anti-spam laws or other applicable regulations; conduct illegal behavior, including but not limited to violation of privacy rights, personal rights, or applicable laws and regulations; store, transmit, or process content that violates third parties' intellectual property rights or proprietary information; impair, disrupt, or interfere with the integrity, performance, or availability of the Platform and its components or other users' access to the Services; post, transmit, upload, link, send, or store illegal, racist, hateful, threatening, offensive, defamatory, obscene, discriminatory, or otherwise objectionable content; post, transmit, upload, link, send, or store viruses, malware, Trojan horses, worms, time bombs, or similar harmful software or code; or attempt to gain unauthorized access to other users' accounts, data, or systems.
4.3 Wysor has the right (but not the obligation) to monitor the use of the Platform and to suspend access to the Platform or remove data or content transmitted via the Platform without liability to the Customer (i) if Wysor can reasonably determine that the Platform is being used in violation of these Terms of Service or applicable law, (ii) if requested by law enforcement or other governmental authorities or otherwise required to comply with applicable law or legal process, provided that Wysor makes commercially reasonable efforts to notify the Customer before suspending access to the Platform when legally permissible, or (iii) if permitted under other provisions of these Terms of Service or necessary to protect the security and integrity of the Platform or other users.
4.4 Wysor makes commercially reasonable efforts to notify the Customer at least twelve hours before suspension, unless Wysor determines in good faith that suspension with shorter notice or simultaneous notice is necessary to protect Wysor, its other customers, or the integrity of the Platform, or is required by law or legal process.
5.1 Wysor advises the Customer that content generated by AI applications may contain errors, inaccuracies, biases, or outdated information. Such content represents automatically generated output that may be incorrect, incomplete, or not current and should not be relied upon without independent verification. Wysor assumes no liability for damages that could arise from the use of AI-generated content, and use of such content is entirely at the Customer's own risk and responsibility.
5.2 After the contract comes into effect, Wysor will set up the Platform for use by the Customer and inform the Customer when it is ready for use. This setup process may require a period of up to three business days, during which Wysor will configure the necessary systems, establish security protocols, and ensure proper integration with the Customer's requirements as specified in the order confirmation.
5.3 Wysor reserves the right to subcontract services under these Terms of Service to qualified third-party providers. This applies in particular to hosting providers, AI application providers, and other technical service providers as specified in the order confirmation or Documentation. The AI applications used in the Services and available via the Platform are operated by carefully selected third-party providers. The AI applications can be used within the Services to the extent that the third-party provider enables and maintains such functionality. The available AI applications, their functionality, features, and capabilities may change during the contract term due to updates, improvements, or changes in third-party provider offerings.
5.4 Wysor has no direct influence on the detailed specifications, performance characteristics, or availability of third-party AI applications and assumes no warranty or liability for a particular scope of functionality, uptime, or performance of such applications. Access to and use of the available AI applications is subject to the corresponding terms of use and license conditions of the respective third-party providers, which also describe the individual functionalities, limitations, and system requirements of the AI applications.
5.5 Wysor is entitled to regularly update the Platform, including security updates, feature enhancements, bug fixes, and performance improvements. All updates are subject to the provisions of these Terms of Service and will be implemented in a manner designed to minimize disruption to the Customer's use. Wysor is only obligated to make changes or adaptations to the Platform if this is necessary to maintain the Platform according to current industry standards and best practices. Otherwise, Wysor is not obligated to implement specific feature requests or custom developments unless this has been expressly agreed between the parties in a separate agreement.
5.6 The Platform is subject to regularly scheduled maintenance windows for system updates, security patches, and performance optimization. Wysor endeavors to the extent commercially reasonable to schedule maintenance windows at times that minimize impact on the Customer's users and business operations. While most maintenance work can be completed during regularly scheduled maintenance windows, maintenance work must occasionally be performed outside of scheduled maintenance windows to ensure the integrity, security, and optimal performance of the services. In such cases, Wysor will inform the Customer about planned maintenance work as early as technically feasible. Regularly scheduled weekly maintenance windows and any period of unavailability due to maintenance work for which the Customer is notified at least 24 hours in advance are considered scheduled maintenance and do not count against availability commitments.
5.7 If the corresponding availability commitment is included in the order confirmation, the following availability commitments apply. Wysor makes commercially reasonable efforts to provide the Platform with availability of at least 95% in each calendar month, calculated as uptime excluding scheduled maintenance periods. Availability is the percentage calculated from the total minutes in a calendar month minus the minutes in which the Platform was unavailable outside of scheduled maintenance, divided by the total minutes in that calendar month. If Wysor fails to meet the promised availability level, the Customer is entitled to receive a service credit equal to 10% of the monthly fees for the affected service period. Wysor credits service credits only against future payments of fees owed by the Customer and not as cash refunds. Service credits do not entitle the Customer to a refund or other payment from Wysor. Unless otherwise provided in the order confirmation, the Customer's sole and exclusive remedy for service unavailability is receiving service credits, provided an availability commitment was expressly given in the order confirmation.
6.1 Subject to the Customer's compliance with these Terms of Service and payment of applicable fees, Wysor provides the Customer with access to the Platform within a Software-as-a-Service model. The Customer's usage right is limited to the Term agreed in these Terms of Service and the specific scope defined in the order confirmation. Subject to the limitations contained in these Terms of Service, Wysor grants the Customer a non-exclusive, revocable, non-transferable, and non-sublicensable right to access and use the Platform (and the associated Documentation) during the contract term exclusively for the purposes described in the Documentation and order confirmation for its internal business purposes only. Without Wysor's express written consent, the Customer may not grant affiliated companies or third parties access to the Platform. The license is granted per user account as specified in the order confirmation (insofar as access to the Platform is to occur via user accounts and no direct API access has been agreed). A separate user account must be set up for each named authorized user.
6.2 The Customer acknowledges and agrees that the Platform and all related software, technology, and intellectual property remain the exclusive property of Wysor and its licensors. No ownership rights are transferred to the Customer. The Customer's rights are limited to the specific usage rights granted herein, and all other rights are expressly reserved by Wysor.
6.3 The Customer may provide feedback, suggestions, ideas, or recommendations regarding the Platform or Services ("Feedback") to Wysor at its discretion. In such cases, Wysor may retain and freely use this Feedback without restriction, compensation, or attribution of source for any purpose, including improving existing services, developing new features, or creating new products. The Customer hereby grants Wysor a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback.
7.1 The Customer pays Wysor the compensation specified in the order confirmation or subscription plan (the "Fees"). Depending on the agreement, fees may include charges for using the Platform through specific requests to AI applications (calculated per token, API call, or other usage metrics), fees per user account (monthly or annual subscription per user), base subscription fees, and additional charges for premium features or excess usage.
7.2 Unless otherwise provided in the order confirmation, particularly where advance payment by credit card or other payment methods is not specified in the order process, Wysor invoices Services monthly in advance. Billing occurs at the beginning of each billing cycle, where the billing cycle corresponds to the contractual service commencement and covers one month until the day before the corresponding calendar day of the following month (Billing Cycle). For contracts with longer terms, monthly advance billing continues for the duration of the agreed contract term; for agreed flat rates or total compensation amounts, distribution occurs proportionally per billing cycle. All invoices are due for payment within thirty (30) days of the invoice date, unless otherwise agreed in writing.
7.3 All compensation amounts are exclusive of applicable value-added tax (VAT), sales tax, or other specific taxes such as withholding tax, which are to be added to these amounts where applicable. The Customer is responsible for all taxes associated with its purchase and use of the Services. Ancillary costs, expenses, and third-party costs that are incurred and agreed upon will be itemized together with the respective monthly invoice or separately after they are incurred.
7.4 In case of late payment, the Customer shall pay collection costs (including reasonable attorney fees) and statutory default interest as provided under German law. If the Customer is in default with payment of fees for 15 days or longer after the due date, Wysor may suspend access to the Platform or provision of services until payment is received in full.
7.5 The Customer may only offset payments against undisputed claims or claims that have been finally established by a court of competent jurisdiction, and may only exercise a right of retention based on undisputed claims or claims that have been finally established by a court. The Customer may not assign its claims against Wysor to third parties without Wysor's prior written consent, notwithstanding the provision of Section 354a of the German Commercial Code.
7.6 Wysor is entitled to adjust the contractually agreed compensation with three months' advance written notice. A price adjustment may occur no earlier than 12 months after contract conclusion or after the last compensation increase. Price changes will be made in compliance with the following principles: Wysor may adjust the compensation at most to the extent that the producer price index for IT services of the Federal Statistical Office has changed by at least 3% upward or downward since contract conclusion or the last compensation increase. Any cost reductions realized by Wysor must also be considered and credited in this change. If the Customer does not terminate the existing contract within four weeks of receipt of the price adjustment notification (exercising its special right of termination) or otherwise object to the change, the new compensation is deemed accepted and agreed. Wysor will clearly point out the termination right and the consequences of non-exercise in the context of announcing the compensation adjustment.
8.1 The Customer acknowledges that it does not acquire ownership or other proprietary rights to the Platform, related software, technology, or other services made available by Wysor, subject only to the limited licenses granted herein. Wysor and its licensors reserve all rights not expressly granted to the Customer under these Terms of Service, including all intellectual property rights in and to the Platform, underlying technology, algorithms, and methodologies.
8.2 Wysor may use the Customer's name, logo, and trademarks for marketing purposes only with the Customer's prior written consent, which may be granted or withheld at the Customer's sole discretion.
8.3 Wysor may collect, analyze, and use aggregated and/or anonymized information about the Customer's use of the Services for marketing purposes, product development, service improvement, and to provide benchmarking information to other customers. Wysor will never disclose aggregated and/or anonymized information in a manner that would identify the Customer as the source of the information or identify specific authorized users or other individuals.
9.1 Wysor warrants that the Services are essentially suitable for the contractually presupposed purpose and will perform substantially in accordance with the Documentation under normal use and circumstances. Wysor warrants that the Services, when delivered to the Customer, will be free from viruses, malware, or other malicious code that are designed to disrupt, damage, or gain unauthorized access to the Customer's systems. Strict liability for initial defects according to Section 536a of the German Civil Code is excluded except in cases of fraudulent concealment.
9.2 The Customer is obligated to immediately notify Wysor in writing of any defects, errors, or non-conformities that occur, providing an exact and detailed description of the problem, including steps to reproduce the issue, error messages received, and the impact on the Customer's operations. If the Customer fails to give such notice within a reasonable time after discovering or reasonably should have discovered the defect, the service is deemed approved and accepted. If Wysor has fraudulently concealed the defect, Wysor cannot rely on the provisions of the preceding sentences in this paragraph.
9.3 Defect remediation by Wysor may consist of corrections, patches, updates, workarounds, or Wysor showing the Customer reasonable alternative methods to avoid the effects of the defect while maintaining substantially equivalent functionality. If subsequent performance definitively fails after expiration of a reasonable grace period set by the Customer (which shall be no less than 30 days for material defects), the Customer may terminate the affected service or the entire contract as appropriate. Wysor provides damages or compensation for wasted expenditure due to a defect only within the limits set forth in these Terms of Service. Other rights and remedies due to material or legal defects are excluded to the maximum extent permitted by law.
9.4 The limitation period for warranty claims according to this section is one year after service provision or delivery. The shortening of the limitation period does not apply in cases of intent or gross negligence on Wysor's part, fraudulent concealment of the defect, personal injury claims, or legal defects involving intellectual property rights. For defects in subsequent performance or remedial measures, the limitation period also ends one year after the original service provision. However, the limitation period is suspended as long as Wysor, in agreement with the Customer, examines the existence of a defect or provides subsequent performance, until Wysor communicates the result of its examination to the Customer or declares subsequent performance completed or refuses to provide further subsequent performance. In any case, limitation occurs no earlier than three months after the end of such suspension.
9.5 If Wysor provides services in error investigation, diagnosis, or remediation without being legally obligated to do so under these Terms, Wysor may demand reasonable compensation for such services. This applies particularly when a reported material defect is not demonstrable, not reproducible, or not attributable to Wysor's services or systems. Any additional effort required for Wysor to eliminate defects that arises because the Customer does not properly fulfill its cooperation obligations, provide necessary access, or supply required information must also be compensated by the Customer.
9.6 If Wysor fails to provide services properly or at all outside the specific area of material and legal defect liability, or if Wysor commits another breach of contractual duty, the Customer must first provide written notice to Wysor describing the specific failure and grant Wysor a reasonable grace period of at least 30 days within which Wysor is given the opportunity to cure the breach, properly fulfill the services, or otherwise remedy the situation before pursuing other remedies.
9.7 If a third party asserts claims that conflict with the Customer's exercise of the contractually granted usage rights, or if intellectual property infringement claims are made, the Customer must immediately notify Wysor in writing with full details of such claims. The Customer will conduct any legal proceedings with the third party only in agreement with and under the direction of Wysor, or authorize Wysor to conduct such proceedings on the Customer's behalf. This applies correspondingly to cases where a third party raises claims against Wysor that are attributable to actions, content, or data provided by the Customer or authorized users.
10.1 Wysor will defend the Customer against any third-party claims alleging that the Customer's use of the Services in accordance with these Terms infringes a valid patent, copyright, trademark, or trade secret of such third party (an "IP Claim"), and will indemnify the Customer for damages finally awarded against the Customer by a court of competent jurisdiction or agreed to in a written settlement approved by Wysor, provided that:
10.2 The Customer promptly notifies Wysor in writing of any threat or assertion of such claim upon becoming aware of it; Wysor has sole control over the defense and settlement of IP Claims (provided that Wysor will not settle any claim that admits liability on behalf of the Customer or imposes ongoing obligations on the Customer without the Customer's prior written consent); and the Customer provides full cooperation with Wysor in the defense of such claims, including providing access to relevant information and personnel.
10.3 If the Customer's use of any Service is, or in Wysor's reasonable opinion is likely to become, subject to an IP Claim, Wysor may at its sole discretion and expense: (i) procure for the Customer the right to continue using the Service as contemplated under this agreement; (ii) replace or modify the Service so that it becomes non-infringing while providing substantially equivalent functionality; or (iii) if options (i) or (ii) are not commercially reasonable in Wysor's judgment, terminate the Customer's rights to the affected Service and refund to the Customer a pro-rata portion of any prepaid fees for the unused portion of the service term.
10.4 Wysor assumes no liability for IP Claims arising from or relating to: (i) modifications to the Services made by parties other than Wysor; (ii) the Customer's use of the Services in combination with hardware, software, or services not provided by Wysor where the Services alone would not be infringing; (iii) the Customer's continued use of the Services after Wysor has provided a non-infringing alternative or modification; (iv) designs, data, instructions, or specifications provided by the Customer; or (v) the Customer's breach of these Terms of Service.
10.5 This Section 10 states Wysor's entire liability and the Customer's exclusive remedy for intellectual property infringement claims and supersedes any other warranty or indemnity obligations regarding intellectual property rights.
11.1 Data Categories and Ownership. "Customer Data" means all data, content, and information submitted, uploaded, or otherwise provided by the Customer or authorized users through the Platform. "Usage Data" means aggregated, anonymized metrics and analytics about the Customer's use of the Services that do not identify specific individuals or contain Customer Data. The Customer retains all ownership rights in Customer Data. Wysor owns all Usage Data generated from the Customer's use of the Services.
11.2 Data Processing Purposes. Wysor processes Customer Data solely to provide the Services as described in these Terms and the Documentation. Wysor may use Usage Data to: (i) provide, maintain, and improve the Services; (ii) develop new features and functionality; (iii) generate benchmarking and industry analytics; (iv) ensure security and prevent fraud; and (v) comply with legal obligations.
11.3 EU Data Residency. Unless expressly agreed otherwise in writing, all Customer Data is processed and stored exclusively within the European Union and European Economic Area (EU/EEA). Wysor provides the Services using its own systems and carefully selected, authorized subprocessors that operate data centers exclusively within the EU/EEA. Transmission of or access to Customer Data from countries outside the EU/EEA is prohibited. Where subprocessors are engaged, Wysor ensures appropriate contractual obligations including confidentiality, data security, and technical and organizational measures are implemented and maintained.
11.4 Personal Data Processing. Where Customer Data contains personal data as defined under applicable data protection laws, the parties agree that the Customer determines the purposes and means of processing such personal data and acts as the data controller, while Wysor processes such information on behalf of and according to the instructions of the Customer as a data processor. Personal data within Customer Data is processed exclusively within the EU/EEA, and no data transfer to third countries occurs without appropriate safeguards as required by applicable law.
11.5 Subprocessors. The Customer acknowledges and agrees that Wysor engages third-party data processors (the "Subprocessors") commissioned by Wysor. These Subprocessors receive Customer Data from Wysor for processing on behalf of the Customer and in accordance with the Customer's instructions based on a subprocessor agreement. Wysor is responsible for the acts and omissions of Subprocessors to the same extent as if Wysor were performing the services directly under the terms of this agreement. The names and locations of all current Subprocessors used for processing personal data under this agreement are listed in Wysor's Privacy Policy and may be updated from time to time with appropriate notice to customers.
11.6 Data Security. Wysor maintains commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. These measures include encryption of data in transit and at rest, access controls, regular security assessments, and employee training on data protection requirements.
11.7 Data Processing Agreement. The processing of personal data by Wysor is governed by the separate Data Processing Agreement (DPA) between the parties, which forms an integral part of this contract and contains detailed provisions regarding data protection, security measures, data subject rights, and compliance with applicable data protection laws including the General Data Protection Regulation (GDPR).
12.1 Each party acknowledges that it may have access to certain confidential information of the other party during the performance of this agreement. Both parties undertake to treat the confidential information of the other party as strictly confidential and to use it exclusively for the purposes of performing this contract. Each party will protect the confidential information of the other party through appropriate security measures while observing the standard of care it would use to protect its own confidential information, but in no event less than reasonable care.
12.2 Disclosure of the other party's confidential information to third parties is only permitted to the extent absolutely necessary for the performance of this contract, and only when the third party has committed itself to confidentiality obligations vis-à-vis the disclosing party or is professionally obligated to maintain confidentiality (such as attorneys, accountants, or auditors). Legal disclosure obligations imposed by courts, regulatory authorities, or applicable law remain unaffected, provided that the disclosing party provides advance notice to the other party when legally permissible. The respective party guarantees that the confidentiality obligations of these Terms of Service are also maintained by such third parties to whom the respective party discloses confidential information of the other party. For violations of confidentiality obligations by such third parties, the respective contracting party is liable as if for its own breach.
12.3 The confidentiality obligations set forth above do not apply to information that the receiving party can demonstrate through written records: (i) was or becomes available to the public through lawful means that do not violate the provisions of these Terms of Service; (ii) was previously known to the receiving party and was at its unrestricted disposal prior to disclosure; (iii) was disclosed to the receiving party by an authorized third party who had the right to make such disclosure; or (iv) was developed by the receiving party independently without use of or reference to the disclosing party's confidential information.
12.4 The respective receiving party undertakes to completely and permanently destroy all documents and records containing confidential information of the other party immediately after termination of this contract, or in the case of electronic data, to permanently and securely delete them in accordance with industry-standard data destruction practices. Legal retention and archiving obligations imposed by applicable law remain unaffected and take precedence over destruction obligations.
12.5 After termination of this contract, all rights and obligations of the parties regarding the other party's confidential information continue for a period of five years from the date of contract termination, except that trade secret information remains protected in perpetuity or until it ceases to qualify as a trade secret under applicable law.
13.1 Wysor's liability for damages and compensation claims is limited in accordance with the following provisions, which represent an essential element of the risk allocation agreed between the parties.
13.2 Wysor's liability is excluded unless otherwise agreed in this contract. This exclusion does not apply to:
13.3 In cases of negligence, Wysor is only liable for breach of a contractual obligation whose fulfillment is essential for the proper performance of this contract and on whose compliance the Customer may regularly rely (cardinal obligation or wesentliche Vertragspflicht). For such cardinal obligations, liability is limited per damage event to an amount equal to the total fees paid by the Customer in the twelve months immediately preceding the damage event, and overall under this contractual relationship to a maximum sum of EUR 25,000, except in cases involving personal injury where no financial limitation applies.
13.4 In cases of slight negligence (leichte Fahrlässigkeit), liability for indirect damages, consequential damages, loss of profits, loss of data, business interruption, or similar economic losses is completely excluded, even if Wysor has been advised of the possibility of such damages.
13.5 The above liability exclusions and limitations apply to the same extent in favor of Wysor's corporate officers, legal representatives, employees, agents, subcontractors, and other vicarious agents (Erfüllungsgehilfen).
13.6 The above liability exclusions and limitations apply to all claims for damages or compensation, regardless of their legal basis, particularly claims arising from impossibility, delay, defective or incorrect delivery, violation of third-party protective rights, breach of contract, violation of duties during contract negotiations (culpa in contrahendo), and tort (unerlaubte Handlung). They also apply to any indemnification obligations of Wysor except as specifically provided otherwise in these Terms.
13.7 For all claims against Wysor for damages or compensation for wasted expenditure in contractual and non-contractual liability, a limitation period of one year applies from the time the claim arose. The limitation period begins at the time determined in Section 199 Paragraph 1 of the German Civil Code (BGB). It occurs at the latest upon expiration of five years from the creation of the claim. The provisions of this paragraph do not apply to liability for intentional misconduct, gross negligence, personal injury, or claims under the Product Liability Act. The separate limitation period for claims due to material and legal defects as set forth in Section 9 remains unaffected.
14.1 Initial contract term is one year. Contract automatically extends for successive one-year periods unless terminated by either party with two months' written notice before term expiration.
14.2 Either party may terminate this agreement for convenience by providing written notice to the other party at least fourteen (14) days prior to the end of the then-current term. Additionally, the Customer may terminate this agreement with thirty (30) days' written notice if the specifications, functionality, or availability of the AI applications accessible via the Platform change in a way that makes continuation of the contract unreasonable for the Customer considering all relevant circumstances. In such case of early termination by the Customer, the Customer owes compensation only proportionally for the contract term until the effective date of termination.
14.3 Either party's rights to terminate this agreement immediately for material breach (wichtiger Grund) remain unaffected. A material breach exists particularly when: (i) the Customer fails to make payments when due and such failure continues for fifteen (15) days after written notice; (ii) either party fails to fulfill another material obligation imposed under this contract and such failure is not cured within thirty (30) days after written notice specifying the breach; (iii) either party files for bankruptcy or insolvency, has an insolvency petition filed against it by third parties, seeks protection under insolvency laws, requests appointment of an insolvency administrator, or has insolvency proceedings initiated; or (iv) either party breaches confidentiality obligations or engages in activities that materially harm the other party's business or reputation.
14.4 Upon termination of this agreement for any reason: (i) all rights and licenses granted hereunder immediately terminate; (ii) each party must immediately cease all use of the other party's confidential information; (iii) the Customer's access to the Platform will be terminated; (iv) Wysor will make Customer Data available for download by the Customer for a period of thirty (30) days, after which Wysor may delete all Customer Data from its systems unless legally required to retain it; and (v) all payment obligations for services provided prior to the effective date of termination remain due and payable.
14.5 One-time payments, setup fees, and other non-recurring charges for use of the Platform are not refunded in case of termination, except in cases of termination by the Customer due to Wysor's material breach. Compensation and cost reimbursements relating to services provided up to the effective date of termination remain due and payable according to the original payment terms.
14.6 The provisions of these Terms that by their nature should survive termination will survive, including but not limited to confidentiality obligations, liability limitations, intellectual property rights, payment obligations for services rendered, and dispute resolution procedures.
15.1 The Customer represents and warrants that it has not received, offered, or been offered any illegal or improper bribes, kickbacks, payments, gifts, or other items of value from employees or agents of Wysor in connection with this agreement or the Services provided hereunder. Reasonable gifts and business entertainment provided in the ordinary course of business and consistent with applicable laws and ethical business practices do not violate this restriction.
15.2 Both parties agree to comply with all applicable anti-corruption laws and regulations, including but not limited to the German Criminal Code provisions regarding bribery and corruption, the U.S. Foreign Corrupt Practices Act (to the extent applicable), and similar laws in other jurisdictions where either party conducts business.
15.3 If either party becomes aware of a violation of the above restrictions or any potential violation of applicable anti-corruption laws in connection with this agreement, that party will make reasonable efforts to promptly notify the other party and cooperate in any internal investigation or remedial measures.
15.4 The Customer further represents that its use of the Services will comply with all applicable laws, regulations, and industry standards, including but not limited to data protection laws, export control regulations, anti-money laundering requirements, and sector-specific compliance obligations applicable to the Customer's business.
16.1 Entire Agreement. These Terms of Service, together with the order confirmation, subscription plan, Data Processing Agreement, Privacy Policy, and any other documents expressly incorporated by reference, completely reflect and constitute the entire agreement between the parties regarding the subject matter hereof. No oral agreements, representations, or other ancillary agreements have been made that are not reflected in these written documents. Unless expressly agreed otherwise in these Terms of Service, all previous agreements, negotiations, representations, or understandings between the parties regarding the subject matter of this contract are completely superseded and replaced by these Terms of Service.
16.2 Modifications and Changes. Wysor is entitled to modify these Terms of Service and the Services with reasonable advance notice if such changes are necessary to accommodate unforeseeable developments that occurred after contract conclusion, particularly changes in technical frameworks, legal requirements, regulatory obligations, or industry standards. Wysor will consider the Customer's legitimate interests when implementing such changes. Material changes will be communicated to the Customer in advance by email with at least thirty (30) days' notice. If the Customer does not object in writing within four weeks of receiving such notification, the changes are deemed accepted with effect for future performance. If the Customer objects to material changes, Wysor is entitled to terminate this agreement with appropriate notice if Wysor has clearly indicated the effect of silence and the right of termination in the change notification.
16.3 Assignment and Transfer. Neither party is entitled to transfer, assign, or delegate this contract or any rights or obligations hereunder to a third party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this agreement.
16.4 Governing Law and Jurisdiction. This contract and all disputes arising from or in connection with it are governed by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, Germany, unless mandatory law provides otherwise. Wysor retains the right to bring legal proceedings against the Customer at the Customer's place of business or any other court of competent jurisdiction.
16.5 Severability. Should any provision of these Terms of Service be wholly or partially invalid, unenforceable, or illegal, this does not affect the validity and enforceability of the remaining provisions of these Terms of Service. The same applies if and to the extent that this contract contains a regulatory gap or omission. Instead of any invalid, unenforceable, or illegal provision, or to fill any regulatory gap, an appropriate provision is deemed agreed that comes as close as possible to what the parties economically intended or would have intended according to the purpose and spirit of these Terms of Service if they had considered and addressed this point at the time of contract conclusion.
16.6 Notices. All notices, demands, or other communications required or permitted under this agreement must be in writing and will be deemed properly given when: (i) delivered personally; (ii) sent by email to the email addresses specified in the account information or order confirmation; (iii) sent by certified or registered mail, return receipt requested; or (iv) sent by a nationally recognized overnight courier service. Each party may change its address for notices by providing written notice to the other party in accordance with this section.
16.7 Independent Contractors. The parties are independent contractors with respect to each other. This agreement does not create any partnership, franchise, joint venture, agency, fiduciary, employment, or other special relationship between the parties. Neither party has any authority to bind the other party or to act on behalf of the other party without express written authorization.
16.8 Force Majeure. Neither party will be liable for any failure or delay in performance under this agreement that is due to fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, rebellions, or other causes beyond the reasonable control of such party, provided that the affected party promptly notifies the other party and uses reasonable efforts to remedy the situation. If such circumstances continue for more than sixty (60) days, either party may terminate this agreement upon written notice.
16.9 Marketing and Public Relations. Wysor is entitled to use the Customer's name, logo, and trademarks to identify the Customer as a customer of Wysor on Wysor's website, in marketing materials, case studies, and other promotional activities, in accordance with the Customer's published brand guidelines where available. Wysor may also disclose aggregated and/or anonymized information about the Customer's use of the Services to third parties for marketing purposes and to promote the Services, provided that such information will never identify the Customer as the source or reveal specific details about the Customer's operations, authorized users, or other confidential information.
Company Information:
Wysor UG (haftungsbeschränkt)
Hamburger Str. 19
22083 Hamburg, Germany
Email: [email protected]
Last Updated: September 20, 2025 Wysor is a trademark of Wysor UG (haftungsbeschränkt). All rights reserved.