General Terms and Conditions
1. Preamble
1.1 Layest is a digital service provider that offers technical support, AI-supported software, automations, interfaces and related digital services for the handling of business activities and operational processes via the platform at www.layest.com (the "Digital Platform").
1.2 The Digital Platform enables business customers in particular to configure, execute and monitor software-supported and AI-supported processes and to connect them with their own or third-party systems. Depending on the agreed scope of services, the Digital Platform may in particular be used for AI agents, automations, workflows, data processing, communication functions, interfaces and integrations.
1.3 The Digital Platform enables business customers in particular to configure, execute and monitor software-supported and AI-supported processes and to connect them with their own or third-party systems. Depending on the agreed scope of services, the Platform may in particular be used for AI agents, automations, workflows, data processing, communication functions, interfaces and integrations.
1.4 Layest provides the Digital Platform as technical infrastructure and software-as-a-service. Unless expressly agreed otherwise, Layest does not owe any specific economic, legal, tax, regulatory, operational or other result. The selection, configuration, approval, monitoring and use of the Platform, as well as the results generated or triggered via the Digital Platform, are within the Customer's area of responsibility.
1.5 Layest provides the Digital Platform as technical infrastructure and software-as-a-service. Unless expressly agreed otherwise, Layest does not owe any specific economic, legal, tax, regulatory, operational or other result. The selection, configuration, approval, monitoring and use of the Platform, as well as the results generated or triggered via the Digital Platform, are within the Customer's area of responsibility.
1.6 These GTC are addressed exclusively to entrepreneurs. Consumers are excluded from use.
2. Definitions
2.1 “Account” means the user account of a Customer or of a User authorized by the Customer on the Digital Platform.
2.2 “Basic Services” means the basic services of the Digital Platform pursuant to Section 4.1.
2.3 “Additional Services” means all services exceeding the Basic Services or separately agreed services pursuant to Section 4.2.
2.4 “Service Description” means the applicable description of the specific scope of services, in particular in an offer, service agreement, order form, product description, documentation or other service document provided by Layest.
2.5 “Service Agreement” means a separate agreement between Layest and the Customer concerning the use of the Digital Platform, Additional Services, fees, terms, quotas or other commercial or technical details.
2.6 “Customer” means the natural or legal person who, as an entrepreneur, enters into a contract with Layest for the use of the Platform or uses the Platform.
2.7 “User” means natural persons authorized by the Customer to use the Platform, in particular employees, corporate bodies, agents, advisors or other persons within the Customer's area of responsibility.
2.8 “AI Agent” means an AI-supported software function provided or usable via the Platform which, depending on configuration, permissions, data sources, rules and inputs, may prepare, support or perform tasks or trigger their performance.
2.9 “AI Model” means an artificial intelligence model that can be used directly or indirectly via the Platform, regardless of whether it is provided by Layest, an affiliated company, a third-party provider or by the Customer.
2.10 “Customer Content” means all content, data, documents, information, inputs, prompts, files, configurations, interface data and other materials that the Customer or User enters, uploads, provides, retrieves or has processed via the Platform.
2.11 “Output” means all content, data, notifications, actions or other results generated, proposed, modified, summarized, classified or output by the Platform, AI Agents, AI Models, workflows, automations or integrations.
2.12 “Third-Party Services” means software, platforms, AI Models, interfaces, data sources, cloud services, communication services, email services, document management systems, calendars, CRM, ERP, ticketing, payment, hosting or other third-party services that may be connected to or used via the Platform.
2.13 “Quotas” means contractual or technical scopes of use, in particular in relation to Users, data, storage, processing operations, AI use, interfaces, workflows, automations or other units of use.
3. Scope of Application and B2B Use
3.1 These GTC apply to the use of the Platform and all related Basic Services and Additional Services by the Customer and its Users.
3.2 The Platform is directed exclusively at entrepreneurs within the meaning of Section 1 of the Austrian Consumer Protection Act (KSchG). Consumers are excluded from registration and use.
3.3 By registering, entering into a contract or using the Platform, the Customer confirms that it is an entrepreneur and uses the Platform exclusively for entrepreneurial purposes.
3.4 Deviating, conflicting or supplementary terms and conditions of the Customer shall not apply, even if Layest provides services without expressly objecting to such terms and conditions.
3.5 These GTC apply for the duration of the contractual relationship between Layest and the Customer, unless individual provisions are intended by their content to continue to apply beyond such duration.
4. Conclusion of Contract, Registration and User Management
4.1 The presentation of the Platform on websites, in product documents, presentations or demos does not constitute a binding offer.
4.2 A contract is concluded when Layest accepts an offer from the Customer, a Service Agreement is concluded, Layest provides the Customer with an Account or workspace, or the Customer uses the Platform with Layest's consent.
4.3 Registration may be required for use of the Platform. Layest is entitled to reject registrations or make them dependent on additional information to the extent this is necessary or appropriate for technical, organizational, security, compliance or billing reasons.
4.4 A know-your-customer identification and verification process is not required for regular use of the Platform. However, Layest remains entitled to obtain information that is necessary or appropriate for registration, performance of the contract, billing, security, prevention of misuse, sanctions screening, export control or statutory obligations.
4.5 The Customer shall ensure that all information provided during registration, conclusion of contract and use of the Platform is accurate, complete and up to date. Changes must be updated or notified to Layest without undue delay.
4.6 The Customer may only allow access to the Platform to Users who have been duly authorized by it. Access credentials may not be shared between several persons.
4.7 The Customer is responsible for all acts and omissions of its Users in connection with the Platform.
5. Services of Layest
5.1 Basic Services
5.1.1 Layest provides the Customer with the Platform as technical infrastructure. The Basic Services include those basic functions that are required or intended for access, Account management, basic settings and basic use of the Platform enabled by Layest.
5.1.2 The specific scope of the Basic Services results from the applicable Service Description or from the use enabled by Layest.
5.1.3 If Layest provides a free test, demo, pilot or beta access, such access serves exclusively for the non-binding testing of the Platform. Layest may at any time limit, modify, suspend or terminate such access in terms of time, functionality or volume.
5.1.4 For free test, demo, pilot or beta access, Layest, to the extent legally permissible, gives no warranty for any particular availability, functionality, productive usability, freedom from errors, continued existence of individual functions or suitability for specific purposes.
5.2 Additional Services
5.2.1 Additional Services are all services that go beyond the Basic Services or are separately agreed, booked or enabled.
5.2.2 Additional Services may in particular include extended platform functions, AI Agents, workflows, automations, integrations, interfaces, data processing, storage services, security functions, support services, configuration services, implementation services, consulting services or special forms of deployment.
5.2.3 The specific scope of the Additional Services results exclusively from the applicable Service Description, a Service Agreement or another separate agreement.
5.2.4 Unless expressly agreed in writing as a contract for work, Additional Services are provided as services. Layest does not owe any specific result.
5.3 Service Description
5.3.1 The Service Description specifies the respective owed scope of services. It may in particular describe functions, scopes of use, Quotas, technical requirements, support services, forms of deployment, interfaces, integrations, AI Models or other service features.
5.3.2 Information in product documents, demos, presentations, on websites or within the Platform is binding only to the extent it became part of the Service Description upon conclusion of the contract or was expressly agreed.
5.3.3 Layest is not obliged to provide services or service features that have not been expressly agreed or enabled.
5.3.4 Layest is entitled to continuously develop the Platform and to modify, expand, restrict or discontinue functions, interfaces, integrations, technical processes, security mechanisms, AI Models or other service features, provided that this does not unreasonably impair the agreed core scope of services.
5.3.5 Changes are permissible in particular if they are necessary or appropriate for technical, security-related, legal, regulatory, economic or product-related reasons or are based on changes to Third-Party Services.
6. AI Agents, Automations and Responsibility of the Customer
6.1 The Platform may provide AI Agents, workflows and automations which, depending on configuration, permissions, data sources and inputs, may prepare, support or perform tasks or trigger their performance.
6.2 The Customer decides on its own responsibility which functions, AI Agents, workflows, integrations, data sources and permissions it uses or makes available to its Users.
6.3 The Customer is responsible for the selection, configuration, monitoring and approval of the use of the Platform within its organization. This includes, in particular, role and rights concepts, approval processes, control mechanisms, logging, internal policies and training.
6.4 Actions triggered by Users or by AI Agents, workflows, interfaces or integrations configured or approved by the Customer are deemed, as between Layest and the Customer, to be actions within the Customer's area of responsibility.
6.5 The Customer shall ensure that no legally binding, economically significant, regulated or otherwise risky decisions or actions are performed automatically via the Platform unless the Customer itself has created all legal, organizational and technical prerequisites for this.
6.6 Layest does not provide legal, tax, financial, investment, medical, personnel, security, creditworthiness or other regulated advice. Output must not be used as the sole basis for such decisions.
6.7 The Customer is obliged to appropriately review Output before use, disclosure, publication or implementation, in particular where Output may form the basis of economic, legal, technical, regulatory, personnel-related or other material decisions.
7. AI Models and Third-Party Services
7.1 The Platform may integrate AI Models and Third-Party Services or enable their use.
7.2 Unless expressly agreed otherwise, AI Models and Third-Party Services are operated by the respective provider on its own responsibility and are subject to that provider's terms, usage policies, technical restrictions, availability and privacy policies.
7.3 Layest assumes no responsibility for AI Models and Third-Party Services, in particular not for their availability, functionality, security, data processing, model quality, Output, prices, terms, changes or discontinuation.
7.4 Providers of AI Models and Third-Party Services may modify, restrict, increase the price of or discontinue their services at any time. This may also change or eliminate usability within the Platform.
7.5 If the Customer connects its own access credentials, interfaces, API keys, tokens or other access to Third-Party Services, use of the relevant Third-Party Service is based on the contractual relationship between the Customer and the respective third-party provider. In this case, Layest only owes the technical connection within the Platform to the extent it has been agreed or enabled.
7.6 The Customer is responsible for complying with the terms, usage policies, data protection requirements, export control provisions and other requirements of the respective third-party providers.
8. Customer Content and Output
8.1 The Customer remains the owner of the rights to its Customer Content. Layest does not acquire any rights to Customer Content beyond the use required for the provision of the contractual services.
8.2 The Customer grants Layest the non-exclusive, geographically unrestricted right, limited to the duration of the contractual relationship and transferable to the extent necessary, to use Customer Content to the extent necessary for the provision, security, maintenance, troubleshooting, billing and further development of the Platform and for the provision of the agreed services.
8.3 The right of use includes in particular storing, reproducing, processing, transmitting, displaying, analyzing, securing and technically editing Customer Content as well as transferring it to sub-processors, AI Models or Third-Party Services, to the extent this is necessary for performance of the contract or initiated by the Customer.
8.4 Layest does not use Customer Content to train general AI Models of Layest unless expressly agreed. The processing of anonymized or aggregated technical usage, telemetry and operational data without personal reference and without disclosure of Customer Content remains permissible.
8.5 The Customer warrants that it has all rights, authorizations, consents and legal bases required for the provision and processing of Customer Content via the Platform.
8.6 The Customer is solely responsible for the lawfulness, accuracy, completeness, quality, currency and suitability of Customer Content, inputs, configurations, data sources and approvals.
8.7 Output may be incomplete, inaccurate, outdated, misleading, biased, non-reproducible or unsuitable for the intended purpose. Layest gives no warranty for the substantive accuracy, completeness, currency, lawfulness, protectability, non-infringement of third-party rights or suitability of Output.
8.8 To the extent rights in Output arise and mandatory law, third-party rights or terms of third-party providers do not conflict, such rights shall belong to the Customer as between Layest and the Customer.
8.9 The Customer may use Output only after it has verified that the specific use is lawful, factually correct, suitable for the purpose and compatible with third-party rights and confidentiality, data protection and compliance obligations.
9. Permitted Use
9.1 The Customer and its Users may use the Platform only in accordance with these GTC, the Service Description, the documentation, applicable law and the relevant usage policies.
9.2 The Platform may not be used for unlawful, fraudulent, abusive, harmful, discriminatory or misleading purposes.
9.3 In particular, any use is prohibited
9.3.1 that infringes third-party rights, in particular copyrights, trademark rights, personality rights, data protection rights, trade secrets or other proprietary rights;
9.3.2 that violates data protection law, AI law, export control law, sanctions law, competition law, criminal law or other applicable provisions;
9.3.3 that serves to create, disseminate or process unlawful, offensive, defamatory, discriminatory, extremist, violence-glorifying, pornographic or otherwise impermissible content;
9.3.4 that impairs the security, integrity, availability or performance of the Platform or of Third-Party Services;
9.3.5 that serves to circumvent technical protection measures, access restrictions, Quotas, security mechanisms or usage limits;
9.3.6 that serves to develop, improve or market competing products or services with substantially the same functionality;
9.3.7 that includes scraping, reverse engineering, decompiling, unauthorized tests, scans or attacks on the Platform or underlying infrastructure;
9.3.8 that serves to create or distribute malware, spam, phishing, social engineering or other harmful activities.
9.4 The Customer may not use the Platform for applications or purposes that are prohibited under applicable law or subject to special regulatory requirements unless the Customer itself fulfills all legal, organizational and technical prerequisites required for this and Layest has expressly consented to such use, where required.
9.5 The Customer is responsible for the legal classification of its specific use, in particular under AI law, data protection law, employment law, sector-specific law and international regulations.
10. Customer Cooperation Obligations
10.1 The Customer shall perform all cooperation acts in a timely, complete and free-of-charge manner that are required for the provision of the Platform and the agreed services.
10.2 The Customer is in particular obliged to
10.2.1 provide accurate and current company, contact, billing and user data;
10.2.2 duly authorize and manage Users;
10.2.3 carefully configure roles, rights, approvals, integrations and interfaces;
10.2.4 keep access credentials, API keys and authentication means confidential and protect them against unauthorized access;
10.2.5 notify unauthorized access, security incidents, malfunctions, abusive use or erroneous automated actions without undue delay;
10.2.6 back up its own data regularly and in a risk-appropriate manner;
10.2.7 ensure the technical requirements for use of the Platform;
10.2.8 review Customer Content for lawfulness, accuracy and malware before uploading;
10.2.9 appropriately review Output before use or disclosure;
10.2.10 independently comply with statutory information, transparency, documentation, audit, retention and supervisory obligations.
10.3 If the Customer fails to comply with its cooperation obligations, or fails to do so in a timely or proper manner, Layest shall not be responsible for any resulting delays, errors, outages, costs or damage.
10.4 Layest is entitled to charge any additional effort resulting from missing, delayed or defective cooperation by the Customer at the agreed or reasonable rates.
11. Data Protection
11.1 Information on the processing of personal data by Layest as controller is set out in Layest's Privacy Policy.
11.2 To the extent Layest processes personal data on behalf of the Customer, the parties shall act in accordance with a separate data processing agreement pursuant to Art. 28 GDPR. Where applicable, this agreement becomes part of the contractual relationship.
11.3 The Customer is responsible for the lawfulness of the processing of personal data via the Platform, in particular for legal bases, transparency information, data subject rights, data protection impact assessments, deletion concepts, internal approvals and compliance with its obligations as controller.
11.4 The Customer may process personal data requiring an increased level of protection, in particular special categories of personal data within the meaning of Art. 9 GDPR, data relevant under criminal law or particularly confidential information, only if this is legally permissible, covered by the agreed scope of services and appropriate protective measures are in place.
11.5 Layest is entitled to engage sub-processors to the extent provided for in the data processing agreement.
11.6 If the Customer selects or enables Third-Party Services, AI Models, global deployment forms, its own access credentials or integrations, the Customer is responsible for assessing the data protection permissibility of such use to the extent the selection is within the Customer's area of responsibility.
12. Availability, Operation and Changes to the Platform
12.1 Layest endeavors to ensure appropriate availability of the Platform. A specific availability is owed only if expressly agreed.
12.2 The Platform may be temporarily unavailable or available only to a limited extent, in particular due to maintenance, updates, security measures, disruptions, force majeure, failures of Third-Party Services, internet disruptions, cloud outages, regulatory measures or events outside Layest's sphere of influence.
12.3 Layest is entitled to carry out scheduled or unscheduled maintenance work to the extent this is necessary or appropriate for the security, stability, updating, troubleshooting or further development of the Platform.
12.4 Layest may modify operation, functions, interfaces, AI Models, integrations, technical processes and security mechanisms, provided that this does not unreasonably impair the agreed core scope of services or the change is necessary or appropriate for technical, security-related, legal, regulatory, economic or product-related reasons.
12.5 No specific availability, functionality or continued provision of AI Models, Third-Party Services or integrations is promised unless expressly agreed otherwise.
12.6 Layest may define technical usage limits, in particular to ensure security, stability, availability, cost control, misuse prevention or fair use of resources.
12.7 To the extent services are described as unlimited, unrestricted, fair or in comparable terms, this applies only within the scope of reasonable, customary and contractually compliant business use. Abusive, excessive, atypical or platform-burdening use is excluded.
13. Warranty
13.1 Layest warrants that, when used in accordance with the contract, the Platform substantially conforms to the agreed Service Description.
13.2 A defect exists only if, when used in accordance with the contract, the Platform materially deviates from the agreed quality and the cause lies within Layest's area of responsibility.
13.3 In particular, no defect exists in the case of restrictions or errors that are based on:
13.3.1 Customer Content, inputs, prompts, configurations, permissions or data sources of the Customer;
13.3.2 use contrary to the contract, documentation or applicable requirements;
13.3.3 Third-Party Services, AI Models, interfaces or systems outside Layest's area of responsibility;
13.3.4 unsupported end devices, browsers, networks or IT systems of the Customer;
13.3.5 non-reproducible errors;
13.3.6 expectations regarding a specific substantive quality, accuracy or suitability of Output.
13.4 The Customer shall notify defects without undue delay and in a comprehensible manner via the channels designated by Layest and provide all information required for analysis and reproduction.
13.5 Layest may remedy defects at its own discretion by rectification, update, workaround, replacement function, configuration advice or an appropriate circumvention.
13.6 Further claims exist only in accordance with the liability provisions of these GTC.
14. Fees and Billing
14.1 Fees are set out in the Service Agreement, offer, order form, Service Description or another separate agreement.
14.2 The remuneration may consist of fixed, periodic, usage-based or one-time fees.
14.3 Usage-based fees may in particular be calculated based on consumption, Quotas, processing operations, AI use, storage, interfaces, number of Users, workflows, automations, third-party costs or other units of use.
14.4 Unless stated otherwise, all fees are in euros, net, plus statutory value added tax and other charges.
14.5 Unless otherwise agreed, periodic fees are due in advance. Usage-based or time-and-materials fees may be billed in arrears.
14.6 Invoices are payable without deduction within fourteen days of the invoice date, unless otherwise agreed.
14.7 In the event of payment default, Layest is entitled to assert statutory default interest, reasonable reminder and collection costs and other statutory claims.
14.8 In the event of payment default, Layest may, after prior reminder, suspend access to the Platform in whole or in part or withhold services to the extent appropriate.
14.9 The Customer may set off only claims that are undisputed by Layest or have been finally adjudicated. Rights of retention exist only to the extent they are based on the same contractual relationship and are undisputed or have been finally adjudicated.
14.10 Layest is entitled to adjust fees with effect for the future to the extent this is contractually provided for or notified to the Customer in good time. In the event of material price adjustments during an ongoing contractual term, the agreed amendment or termination mechanisms shall apply.
15. Rights of Use to the Platform
15.1 All rights to the Platform, software, user interfaces, designs, databases, documentation, trademarks, workflows, agent frameworks, interfaces, templates, connectors, source code, know-how and other Layest content remain with Layest or the respective rights holders.
15.2 Layest grants the Customer, for the term of the contract, a non-exclusive, non-transferable, non-sublicensable and revocable right to use the Platform within the agreed scope for its own internal business purposes.
15.3 The Customer may use the Platform only within the contractually agreed scope.
15.4 The Customer may not reproduce, rent, lease, lend, sell, sublicense, make available to third parties, modify, recreate, reverse engineer, decompile or use the Platform or parts thereof to develop competing services, unless this is permitted by mandatory law.
15.5 Individual configurations, workflows, templates, interfaces, automations or other work results created by Layest for the Customer may also be reused by Layest for other customers, provided they do not contain Customer Content or confidential information of the Customer and nothing else has been expressly agreed.
15.6 Layest may use feedback, ideas, suggestions for improvement or other comments from the Customer regarding the Platform free of charge and without restriction as to time, place or content for the improvement, development and marketing of the Platform.
16. Confidentiality
16.1 The parties undertake to treat confidential information of the other party as strictly confidential, to use it only for the performance of the contract and to protect it appropriately against unauthorized access.
16.2 Confidential information includes in particular Customer Content, trade secrets, prices, technical information, security information, product plans, source code, access credentials, non-public documentation, workflows, data models and other information that is marked as confidential or is to be regarded as confidential in the circumstances.
16.3 Confidential information does not include information that is publicly known, lawfully obtained from third parties, already known to the receiving party before disclosure, independently developed or required to be disclosed by law.
16.4 The receiving party may disclose confidential information to affiliated companies, employees, advisors, subcontractors or other vicarious agents to the extent this is necessary for performance of the contract and such persons are subject to appropriate confidentiality obligations.
16.5 The confidentiality obligations continue to apply after termination of the contract.
17. Indemnification
17.1 The Customer shall indemnify Layest, affiliated companies, corporate bodies, employees, subcontractors and vicarious agents against third-party claims, including reasonable legal defense costs, that are based on the fact that:
17.1.1 Customer Content infringes third-party rights or violates applicable law;
17.1.2 the Customer or its Users use the Platform in breach of contract or unlawfully;
17.1.3 the Customer uses Output unlawfully, incorrectly or without the required review;
17.1.4 the Customer violates data protection law, AI law, export control, sanctions law or other applicable provisions;
17.1.5 unlawful or harmful actions are triggered via the Customer's Account, by Users of the Customer or by AI Agents, workflows or integrations configured by the Customer;
17.1.6 Third-Party Services, interfaces, API keys or systems integrated by the Customer give rise to claims.
17.2 The indemnification does not apply to the extent Layest itself intentionally or through gross negligence caused the claim.
18. Liability
18.1 Layest has unlimited liability in cases of intent, culpable injury to life, body or health, expressly assumed guarantees and to the extent a limitation of liability is mandatorily excluded by law.
18.2 n cases of gross negligence, Layest is liable on the merits in accordance with statutory provisions; however, as to amount, to the extent legally permissible, liability is limited to foreseeable damages typical for the contract.
18.3 In cases of slight negligence, Layest is liable only for breach of material contractual obligations, the fulfillment of which makes the proper performance of the contract possible in the first place and on the observance of which the Customer may regularly rely. In this case, liability is limited to foreseeable damages typical for the contract.
18.4 To the extent legally permissible, Layest's total liability is limited to the fees paid by the Customer to Layest in the twelve months preceding the event giving rise to the damage. In the case of free use, liability is limited to EUR 500 to the extent legally permissible.
18.5 Any further liability of Layest is excluded.
18.6 Layest is in particular not liable for:
18.6.1 faulty, incomplete, outdated, misleading or unsuitable Output;
18.6.2 decisions, actions or omissions of the Customer based on Output;
18.6.3 actions triggered by Users, AI Agents, workflows, interfaces or integrations to the extent these are based on configurations, permissions, data sources or approvals of the Customer;
18.6.4 AI Models, Third-Party Services or their availability, security, terms or Output;
18.6.5 lost profits, lost savings, loss of revenue, reputational damage, indirect damages, consequential damages or pure financial losses, to the extent legally permissible;
18.6.6 loss of data to the extent the damage would have been avoidable through proper data backup;
18.6.7 damage arising from unauthorized access to the extent such access is attributable to access credentials, systems, Users or breaches of duty by the Customer;
18.6.8 damage due to force majeure, regulatory measures, regulatory changes, provider suspensions, internet disruptions, cloud outages or other events outside Layest's sphere of influence.
18.7 In the event of loss of data, liability, to the extent Layest is liable on the merits, is limited to the effort that would have been required to restore the data from a proper and current backup.
18.8 The limitations of liability apply mutatis mutandis in favor of affiliated companies, corporate bodies, managing directors, employees, agents, subcontractors, representatives and vicarious agents of Layest.
18.9 Claims against Layest become time-barred, to the extent legally permissible, within one year from knowledge or grossly negligent lack of knowledge of the damage and the damaging party. The statutory periods apply to claims under Section 18.1.
19. Suspension and Security Measures
19.1 Layest may temporarily or permanently suspend or restrict access to the Platform, to individual functions, AI Agents, AI Models, integrations or Accounts if:
19.1.1 there are concrete indications of a breach of contract, law or usage policies;
19.1.2 security risks, misuse, unauthorized access or a risk to systems exist;
19.1.3 the Customer is in payment default;
19.1.4 third-party providers, authorities or courts require a suspension;
19.1.5 this is necessary or appropriate to prevent damage, or for compliance, stability or integrity of the Platform;
19.1.6 usage limits, fair use, technical limits or third-party provider requirements are exceeded.
19.2 Layest informs the Customer about suspensions to the extent this is reasonable and legally permissible. Prior information is not required if immediate action is necessary.
19.3 The suspension will be lifted once the reason for suspension ceases to exist and no overriding interests of Layest, other customers, third-party providers or affected persons conflict with lifting it.
20. Term and Termination
20.1 The term of the contract is set out in the Service Agreement or another separate agreement.
20.2 In the absence of a special agreement, the contract runs for an indefinite period and may be terminated by either party with thirty days' notice to the end of a month.
20.3 The right to extraordinary termination for good cause remains unaffected.
20.4 Good cause for Layest exists in particular if the Customer:
20.4.1 breaches material obligations under these GTC;
20.4.2 remains in payment default despite a reminder;
20.4.3 uses the Platform unlawfully, abusively or in a manner that endangers security;
20.4.4 engages in impermissible, regulated or particularly high-risk uses without the required prerequisites;
20.4.5 becomes insolvent, ceases payments or insolvency proceedings are applied for, opened or dismissed for lack of assets.
20.5 Upon termination of the contract, the Customer's right to use the Platform ends.
20.6 Layest may delete Customer Content after termination of the contract unless statutory retention obligations, legitimate interests or deviating agreements prevent this.
20.7 To the extent agreed or technically available, Layest may provide the Customer with an export option for a reasonable period after termination of the contract.
20.8 Provisions that by their content are intended to continue to apply remain effective after termination of the contract, in particular provisions on remuneration, rights of use, data protection, confidentiality, indemnification, liability, choice of law and place of jurisdiction.
21. Changes to these GTC
21.1 Layest may amend these GTC with effect for the future to the extent this is objectively justified, in particular due to technical, economic, legal, regulatory, security-related or product-related developments.
21.2 Layest will inform the Customer of changes in good time by email, via the Platform or in another suitable manner.
21.3 If the Customer does not object to the changes within four weeks of receipt of the notification and continues to use the Platform, the changes are deemed accepted. Layest will inform the Customer of this effect in the change notification.
21.4 If the Customer objects in due time, Layest may terminate the contract with two weeks' notice. Until termination, the previous terms continue to apply to the extent this is technically, legally and economically reasonable.
21.5 Changes to material principal performance obligations or already agreed fees during a fixed contractual term shall be made only in accordance with the contractual agreement or with the Customer's consent, unless otherwise permissible by law or contract.
22. International Use, Export Control and Sanctions
22.1 The Platform may be accessible internationally. The Customer is responsible for ensuring that its use is lawful in the countries in which it uses the Platform or uses Output.
22.2 The Customer may not use the Platform if this violates sanctions, embargoes, export control regulations or other trade restrictions.
22.3 Layest may restrict uses, regions, customers, Users, functions, AI Models, integrations or transactions if this is necessary or appropriate to comply with statutory requirements, regulatory requirements, third-party provider requirements or regulatory obligations.
23. International Use, Export Control and Sanctions
23.1 Layest may send notices by email, via the Platform or to the contact details stored in the Account.
23.2 The Customer is obliged to store current contact details and update changes without undue delay.
23.3 Notices from Layest are deemed received three business days after dispatch, unless earlier or later receipt is proven.
23.4 Legally relevant notices to Layest must be sent to [email protected] or to another address announced by Layest.
24. Transfer of Rights and Subcontractors
24.1 Layest may transfer rights and obligations under the contract to affiliated companies or in connection with a restructuring, financing, merger, sale or transfer of material assets.
24.2 The Customer may transfer rights and obligations under the contract only with Layest's prior written consent. Mandatory statutory provisions remain unaffected.
24.3 Layest may engage subcontractors and service providers to the extent this is necessary or appropriate for the provision of services.
25. Applicable Law and Place of Jurisdiction
25.1 These GTC and all contracts between Layest and the Customer are governed by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and conflict-of-law rules, to the extent legally permissible.
25.2 For all disputes arising from or in connection with these GTC, the Platform or the contractual relationship, the court with subject-matter jurisdiction at the registered seat of Layest FlexCo in Vienna shall have exclusive jurisdiction.
25.3 However, Layest is also entitled to sue the Customer at the Customer's general place of jurisdiction.
26. Final Provisions
26.1 Amendments and supplements to the contract require text form unless stricter form requirements have been agreed or are mandatory by law.
26.2 Should any provision of these GTC be or become invalid, unenforceable or incomplete in whole or in part, the validity of the remaining provisions shall remain unaffected.
26.3 To the extent permissible, the invalid or unenforceable provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the invalid or unenforceable provision.
26.4 Translations of these GTC serve information purposes only. In the event of contradictions, only the German version shall be authoritative.
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