ZENTRE – General Terms and Conditions (B2B)

English convenience translation. Only the German version (“AGB”) is legally binding; the English translation is provided for information purposes only. In case of discrepancies, the German version prevails.

Last updated: 15 Jul 2026

1. Provider and scope

• Provider: EZTO TECHNOLOGIES GmbH, Am Brand 41, 55116 Mainz, Germany (“EZTO”).
• B2B only: The service is directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (“Customer”).
• These Terms apply to all services provided by EZTO in connection with “Zentre” (“Service”).
• Contract, support, and documentation languages are German and English; the German version prevails in each case.
• Individual agreements (in particular order form/enterprise agreement) prevail over these Terms in case of conflict. The DPA applies in addition for processing on behalf of the controller.
• Order of precedence: In the event of contradictions between the contract documents, the following order applies: (1) order form/individual agreement, (2) confidentiality agreement under Section 203 StGB (for the protection of professional secrets), (3) DORA or NIS2 addendum (for their respective subject matter), (4) DPA (for data protection matters), (5) these Terms; otherwise, the more specific provision prevails over the more general one.
• Governing version: The version of these Terms and the incorporated contract documents in effect at the time of contract conclusion and displayed in the order process applies (identifiable by the respective “last updated” date). EZTO provides the Customer with the accepted documents as a document (e.g., PDF) together with the order/registration confirmation; previous versions are available in the Trust Center with their date.

2. Subject matter of the contract

• Zentre is a cloud-based infrastructure platform for the orchestrated use of AI models from various third-party providers.
• EZTO provides the Service as SaaS (including web app/admin console, API, integrations). No source code is provided.
• The Service is offered as a single seat-based plan (per user); in addition, Enterprise and Private Cloud options are available by separate agreement.
• EZTO continuously develops the Service further and may modify, discontinue, or replace functions, provided the essential purposes of the contract are not materially impaired.
• Functions marked as “beta”, “preview”, or “test” are provided voluntarily and without availability or quality commitments; they may be modified or discontinued at any time and do not give rise to claims under Section 13.

3. Conclusion of contract, term, termination

• A contract is concluded by offer/acceptance, order form, or electronic acceptance (click-accept).
• Unless otherwise agreed in the plan or order form, the contract term is one (1) month (“billing period”) and renews automatically by one further month unless the Customer terminates by the end of the respective billing period.
• Where an annual term is agreed (“Annual Plan”), the contract term is twelve (12) months and automatically renews for successive twelve (12) month terms unless the Customer cancels before the end of the then-current term; cancellation takes effect at the end of that term. Fees for the current (already-started or prepaid) period are not refunded pro-rata; Section 5.4 applies to unused credits.
• Terminations may be declared at any time in text form to legal@zentre.ai (additionally – where offered – via the admin console); EZTO confirms receipt in text form. Terminations take effect at the end of the current billing period or term.
• Trial: EZTO may offer a free trial; its scope and conditions (e.g., duration, number of users, trial credits, storage) result from the description shown at registration or the price list (zentre.ai/pricing). The trial ends automatically; a paid contract is concluded only through an active upgrade. If no upgrade takes place, trial workspace data is deleted upon expiry of 30 days after the trial ends; until then, export pursuant to Section 14 remains possible. No protected secrets within the meaning of Section 11 may be processed during the trial (e.g., client, patient, or tax data of your clients); please use only internal or anonymized data for testing.
• EZTO may terminate the contract ordinarily with one (1) month’s notice to the end of the respective billing period or term; the Customer’s refund right under Section 5.4 remains unaffected; Section 5.4 applies to every termination.
• Special termination rights: If the Customer exercises a special termination right granted in these Terms or the incorporated contract documents that is based on a change initiated by EZTO (e.g., Section 4, the amendment mechanism in Section 16, Section 12 of the DPA, Section 7(4) of the confidentiality agreement), prepaid fees for the period after the termination takes effect are refunded pro rata.
• The right to extraordinary termination for good cause remains unaffected.

4. Prices, taxes, payment terms

• Prices are net, plus statutory VAT.
• VAT/evidence: The Customer warrants that it obtains the Service exclusively as a business for its business. Customers established outside Germany provide EZTO with their VAT identification number (Switzerland: UID) and keep it up to date; changes of seat or business status must be notified to EZTO without undue delay. Where the Customer owes the tax under the reverse-charge mechanism, EZTO does not show VAT; the Customer is responsible for remitting the tax in its country of establishment (Switzerland: acquisition tax). The Customer indemnifies EZTO against taxes, interest, and surcharges resulting from incorrect or omitted information in this respect.
• Invoices are transmitted electronically (e.g., as a structured e-invoice or by e-mail/download in the admin console); the Customer ensures that it can receive electronic invoices.
• Remuneration is seat-based (per user); the amount results from the price list valid at the time of contract conclusion at zentre.ai/pricing or the order form; the price list valid at the time of contract conclusion is provided to the Customer in text form with the order confirmation and archived by EZTO with its date. In addition, usage-based charges via credits (Section 5) may apply; each seat includes a monthly Included Credit allowance (Section 5.1). Differing models (Enterprise; deferred billing per Section 5.5) apply only by separate agreement.
• Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction.
• EZTO is entitled to adjust prices with effect for future contract periods where there is an objective reason (e.g., changes in procurement costs for AI models/infrastructure, scope of services/functions, or market conditions); EZTO takes cost decreases into account by the same standards. EZTO will announce price changes in text form at least 6 weeks before they take effect. The new prices apply from the effective date for the respective following contract period. The Customer may terminate in text form up to the effective date with effect as of that date (special right of termination); EZTO will point this out in the announcement. Deviations may be agreed in the plan/order form.

5. Credits and billing

5.1 Credits and Included Credits

Credits are prepaid usage units. For VAT purposes, credit purchases are treated as advance payments for the use of the Service; VAT arises — to the extent the transaction is taxable in Germany — upon receipt of the purchase price and is already shown on the purchase invoice. The credit balance and usage are visible in the admin console.

Each plan includes an AI credit allowance per seat per billing month (“Included Credits”); the amount results from the price list or plan valid at contract conclusion (Section 4). “Billing month” means, under the monthly plan, the respective billing period and, under the Annual Plan, each month from the start of the term. Included Credits are granted at the start of each billing month, are used before any additionally purchased credits, and expire at the end of the respective billing month to the extent unused; they are non-refundable and have no cash value. The service fee under Section 5.2 does not apply to Included Credits. Sections 5.3 and 5.4 apply only to additionally purchased credits.

5.2 Service fee (AI credit purchases)

When purchasing additional credits, a service fee of 7.5% of the credit purchase price applies. It is shown as a separate item at checkout before completion. Service fees are non-refundable.

5.3 Validity and expiry upon inactivity

• Acquired credits can be used for an unlimited time as long as the account is actively used; expiry by mere lapse of time does not occur during active use.
• If the account is not used for a continuous period of thirty-six (36) months (no login and no billing-relevant usage), unused credits expire upon expiry of this period. Any login or billing-relevant usage restarts the period. The ongoing paid provision of seats constitutes billing-relevant usage; the period does not run while a paid plan is in place.
• Before expiry, EZTO will notify the Customer in text form (e.g., by email to the address on file) in good time, generally approximately 60 and approximately 14 days in advance, of the upcoming expiry and of the possibility of reactivation through use.

5.4 Termination: refund of unused credits

• Upon the effectiveness of contract termination or account closure, EZTO will notify the Customer in text form of the existence of unused credits, the refundable amount, and the subsequent refund procedure. Usage charges already incurred remain owed; the non-refundable service fee (Section 5.2) remains unaffected. Only credits acquired for consideration are refundable; credits granted free of charge (e.g., trial, promotional, or goodwill credits) expire without refund.
• EZTO refunds the refundable amount attributable to unused credits, regardless of its amount, on its own initiative to the payment method last used by the Customer; no request is required.
• If an automatic refund is not possible (e.g. expired or no longer available payment method), EZTO informs the Customer in text form; the refund is then made upon request by bank transfer. Statutory limitation periods remain unaffected.
• Upon full refund, the credits concerned expire.
• The following are further deducted from the refund: outstanding claims and usage not yet billed. EZTO may set off due counterclaims against the refund claim, including specific damages claims arising from breaches of contract or misuse; no blanket forfeiture of the balance takes place.

5.5 Deferred billing (Enterprise; optional)

• For Enterprise customers, usage-based deferred billing (post-paid) may be agreed by separate agreement instead of the prepaid credit model, whereby actual usage is invoiced periodically (e.g., monthly).
• Deferred billing is provided exclusively for Enterprise customers upon request and by agreement in the order form/enterprise contract.
• With deferred billing, the provisions on prepaid credits (in particular Sections 5.3 and 5.4 on expiry and refund) do not apply, as there is no prepaid balance.

6. Permitted use, Customer cooperation obligations

• The Customer may use the Service only within the framework of applicable law, these Terms, and any applicable provider policies.
• Prohibited in particular are: unlawful purposes, misuse, circumvention of protective measures, malware, security attacks, impermissible scraping/scanning, and use to infringe the rights of third parties.
• The Customer ensures that it is authorized to process the data it introduces and that the required information/consents are in place.
• The Customer is responsible for its user accounts, access credentials, role and rights assignment, and the security of its systems.
• EZTO conducts contract-related communication with the administrators designated by the Customer; EZTO may refer inquiries from individual users to them.

7. Suspension in the event of violations

EZTO is entitled to temporarily suspend or restrict access to the Service to the extent necessary in order to (a) prevent unlawful use, misuse, or security risks, (b) comply with legal requirements, or (c) protect the integrity/availability of the Service. EZTO will inform the Customer – where reasonable – and limit the measure to the necessary extent.

8. AI-specific notes

• AI outputs may be erroneous, incomplete, or unsuitable. The Customer is obliged to review outputs professionally and legally before productive use.
• Provider policies as well as data processing and output characteristics may vary by AI provider. The Customer’s selection/activation of specific providers constitutes configuration/instruction.
• Default: prompt/output content is not stored as general permanent content logs (unless expressly activated/agreed, necessary in individual cases for support/security, or legally required).
• No training by EZTO: EZTO does not use Customer content (e.g., prompts/uploads/outputs) to train its own AI models.
• EU AI Act (Regulation (EU) 2024/1689) – allocation of roles: For the transparency obligations under Art. 50 AI Act, EZTO is the provider of the AI system made available in the Service and fulfils the provider obligations under Art. 50(1) and (2) AI Act (recognizability of the interaction with an AI system; machine-readable marking of AI-generated content in line with the state of the art). The Customer is the deployer within the meaning of the AI Act and is responsible for the deployer obligations under Art. 50(3) and (4) AI Act (in particular disclosure to affected persons when using emotion recognition or biometric categorization, and when publishing AI-generated or AI-manipulated image, audio, video, or text content, including deep fakes). Zentre supports the Customer in this as an orchestration and governance layer. Where the Customer uses the Service for its own AI systems or for high-risk use cases, its further obligations under the AI Act remain unaffected.

9. Availability and support

• EZTO aims for high availability. Restrictions may arise in particular from maintenance, disruptions to infrastructure/provider services, or force majeure.
• The standard plan does not include binding availability or response-time commitments (SLAs); binding SLAs may be agreed in the Enterprise/order form.

10. Confidentiality

• “Confidential Information” means all non-public information of a party disclosed to the other party in connection with the contract.
• The receiving party uses Confidential Information only to perform the contract, protects it appropriately, and discloses it only to employees/agents who need it to perform the contract and are bound to confidentiality.
• Exceptions apply to information that is publicly known without breach of contract, was already lawfully known to the receiving party, was lawfully obtained from third parties, or was independently developed.
• Statutory disclosure: To the extent legally permissible, the receiving party informs the other party before a mandatory disclosure.

11. Data protection

• To the extent EZTO processes personal data on behalf of the controller, the DPA applies (Art. 28 GDPR).
• Information on subprocessors and any AI providers is published in the Trust Center at zentre.ai/trust-center.
• Where necessary, third-country transfers take place in compliance with Art. 44 et seq. GDPR (e.g., EU Standard Contractual Clauses) and under appropriate supplementary measures where necessary.
• For processing in which EZTO is its own controller (e.g., website, contract/billing data), the Privacy Policy applies.
• Financial entities (DORA): Financial entities within the meaning of Regulation (EU) 2022/2554 (DORA) are regularly served via Enterprise agreements (private cloud/on-premises) with binding service levels in the order form; the contractual content required under DORA is agreed through the separately concluded DORA Addendum (Trust Center).
• Professional secrecy holders (Section 203 of the German Criminal Code, StGB): For customers subject to a confidentiality obligation within the meaning of Section 203 StGB (Austria: professional confidentiality duties such as Section 80 WTBG 2017 or Section 9 RAO and – in particular for health professions – Section 121 öStGB; Switzerland: Article 321 of the Swiss Criminal Code), Section 20 of the DPA applies in addition. The processing of protected secrets is permitted only in Section 203 mode (exclusively authorized EU-controlled/EU-self-hosted models) and on the basis of a separate confidentiality agreement.

12. Rights, content, usage rights

• EZTO retains all rights to the Service, including software, documentation, trademarks, and further developments (“EZTO IP”). For the term, the Customer receives a non-exclusive, non-transferable right to use the Service in accordance with the contract.
• The Customer remains the owner of all rights to the data/content it provides (“Customer Content”).
• For the term, the Customer grants EZTO a non-exclusive, worldwide, sublicensable (to subprocessors/AI providers, where necessary) license to process Customer Content solely to provide, secure, and improve the Service in accordance with the contract and the DPA; use for training AI models is excluded from improvement (Section 8).
• Unless mandatory third-party rights conflict, the Customer may use outputs for its own business purposes. The Customer is responsible for reviewing outputs (in particular accuracy, legal compliance, third-party rights).
• EZTO may use Customer feedback to further develop the Service without compensating the Customer.
• Open-source components: The Service contains third-party open-source components. Their license and copyright notices are available at zentre.ai/oss; for the respective component, those license terms prevail to the extent they grant the Customer more extensive rights.
• Indemnity (EZTO IP): EZTO shall indemnify the Customer against third-party claims based on the assertion that the Service itself (excluding Customer Content, AI outputs, and the services of third-party models) infringes third-party intellectual property rights. This is subject to the Customer informing EZTO without undue delay in text form, leaving the defense and settlement negotiations to EZTO, and reasonably supporting EZTO. EZTO may, at its option, modify the Service so that no infringement remains, procure a right of use, or — if neither is possible with reasonable effort — terminate the affected part of the Service and refund prepaid fees for it pro rata. The indemnity does not apply to the extent the infringement results from Customer Content, use in breach of contract, or a combination with third-party services not attributable to EZTO. The liability caps under Section 15 apply.
• Indemnity (AI outputs, pass-through): To the extent a model provider integrated by EZTO grants a copyright indemnity for AI outputs, EZTO passes it on to the Customer to the extent and on the terms granted to EZTO by the respective provider; this requires in particular that the Customer has not deactivated or circumvented intended safeguards (e.g., content filters, citation functions). EZTO does not grant any separate indemnity for AI outputs beyond this.

13. Warranty

• The provision of the Service is governed by the statutory provisions; strict (no-fault) liability for initial defects (Section 536a (1), first alternative, BGB) is excluded.
• The Customer reports defects without undue delay in text form with a comprehensible description. Technical changes, further developments, and temporary restrictions (e.g., maintenance) are possible and do not constitute a defect, provided the contractual use is not materially impaired.
• EZTO does not warrant that AI outputs are accurate, complete, or economically usable.

14. Switching and data export (Data Act)

• In accordance with Chapter VI of Regulation (EU) 2023/2854 (the “Data Act”), the Customer may at any time switch to another provider of an equivalent service, move to its own IT infrastructure (on-premises), or use several providers in parallel. Notice of switching must be given in text form. No more than two (2) months may elapse between receipt of the switching notice and the start of the transition (maximum notice period, Art. 25(2)(d) Data Act).
• The transition period is a maximum of thirty (30) days. If completing the transition within this period is technically unfeasible, EZTO will notify the Customer within fourteen (14) working days of receipt of the switching notice, stating the reasons and an alternative transition period (not exceeding seven (7) months). The Customer may request a one-time extension of the transition period.
• During the transition, EZTO provides reasonable assistance, maintains a high level of security, and works towards continuity of the services.
• Exportable data: The Customer may at any time during the term, and within thirty (30) days after contract termination, request the release of its exportable data (in particular Customer Content, knowledge-base documents, chat histories within the retention period, and workspace/configuration data; in detail: export catalog in the Trust Center) (export upon request in text form to legal@zentre.ai or via the admin console). EZTO provides the export free of charge in a structured, commonly used, machine-readable format, generally within fourteen (14) days of the request, and at the latest within the transition period (Art. 30(5) Data Act).
• Switching charges: EZTO does not levy any separate charges for the switch; the export is free of charge.
• Upon successful completion of the switch and expiry of the data retrieval period, the contract ends in this respect. Fee claims already accrued remain unaffected. Where a fixed term has been agreed (in particular the Annual Plan), the remuneration remains owed until the end of the current term; the right to switch itself may be exercised at any time — including before the end of the term — and is not restricted thereby. The refund of unused credits is governed by Section 5.4; Section 3 (pro-rata refund in the event of special termination rights) remains unaffected.
• The export and retrieval rights under this Section 14 also apply in the event of termination due to insolvency or cessation of business by EZTO. Information on the processing infrastructure and applicable jurisdictions (Art. 28 Data Act) is published in the Trust Center.

15. Liability

• Liability is unlimited in cases of intent, gross negligence, injury to life, body, or health, and under mandatory law.
• In the event of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for the contract.
• Otherwise, liability for slightly negligent breaches of duty is excluded.
• Subject to the first bullet (unlimited liability), total liability is limited in amount to the fees paid by the Customer in the twelve (12) months preceding the damaging event; if the contract has existed for less than twelve (12) months, to the fees paid up to that point. This limitation does not apply to the extent it falls below the foreseeable damage typical for the contract.
• For damage arising from the breach of confidentiality obligations (including obligations under a confidentiality agreement pursuant to Section 203 StGB) or data protection obligations, a separate liability cap of EUR 1,000,000 per contract year applies, notwithstanding the above cap; unlimited liability under the first bullet remains unaffected. “Contract year” means the period of twelve months from the start of the contract or from the respective anniversary of the start of the contract.
• Multiple instances of damage arising from the same event or from several similar events based on the same cause (series of events) are deemed a single instance of damage for the purposes of the above caps; EZTO’s aggregate liability for them is limited to EUR 1,000,000 in total (series-loss clause); the series of events is attributed to the contract year in which the first event occurred, and the cap applies to it once. Unlimited liability under the first bullet remains unaffected in this respect as well.
• No liability for the accuracy or economic usability of AI outputs.

16. Final provisions

• German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
• The place of jurisdiction is Mainz, to the extent permissible.
• EZTO may provide services through third parties. Any assignment of rights/obligations by the Customer requires EZTO’s prior consent in text form, unless mandatory law provides otherwise.
• EZTO is entitled to transfer the contract with all rights and obligations to an affiliated company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) or, in the course of a transformation, merger, or sale of the relevant business unit, to a legal successor, provided that performance of the contract (including the DPA and any confidentiality agreement) remains guaranteed to an equivalent standard. EZTO will notify the Customer of the transfer in text form at least four (4) weeks before it takes effect; in this case, the Customer has an extraordinary right of termination effective as of the date the transfer takes effect.
• Amendments to these Terms: EZTO may amend these Terms with effect for the future where there is an objective reason (e.g., changes in the legal situation, supreme court case law, technical or regulatory framework conditions) and the legitimate interests of the Customer are appropriately taken into account. EZTO will announce amendments at least four (4) weeks before they take effect in text form. Announcements and change notifications under this contract are sent by e-mail to the administrator address stored in the account; the Customer keeps this address up to date. They are deemed received on the third working day after dispatch, unless earlier receipt is demonstrable. Legally relevant declarations by the Customer (in particular terminations, objections, export and switching notices) are to be sent to legal@zentre.ai or — where provided for — via the admin console; EZTO confirms receipt in text form. If the Customer does not object within four (4) weeks of receipt, the amendments are deemed accepted; the announcement will point out the period and consequences. In the event of an objection, there is a right of termination. Amendments to material primary obligations or to fees require the Customer’s consent (Section 4 remains unaffected). Amendments to the DPA (including subprocessor announcements pursuant to Section 12 DPA) and to the DORA Addendum are governed by the procedures agreed therein and are exempt from the above deemed-consent mechanism.
• Should any provision of these Terms be or become wholly or partially invalid or unenforceable, or contain a gap, the validity of the remaining provisions remains unaffected. In place of the invalid/unenforceable provision, or to fill the gap, an appropriate, legally permissible provision that comes closest to what the parties intended economically is deemed agreed.
• Amendments and supplements to these Terms require at least text form; this also applies to the waiver of this form requirement.