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Terms of Use

Licence and terms of use for the “Zebra AI” software — Part 1: End-User License Agreement (EULA) · Part 2: Acceptable Use Policy (AUP)

Part 1 — End-User License Agreement (EULA)

Zebra AI — Licence and terms of use · Version 0.8 · Last updated: 11 August 2026

1. Contracting parties

This licence agreement (hereinafter the “EULA”) is concluded between:

BSJ - Software GbR, a partnership under German civil law (Gesellschaft bürgerlichen Rechts), Ruwerer Str. 29, 54292 Trier, Germany, represented by its partners Detlef Brosius, Erik Schmitz and Ralf Jakob — hereinafter the “licensor” —

and

the licensee, whose identity is established by electronic acceptance of this EULA, by putting the software into operation or by acquiring a licence key — hereinafter the “licensee” or “customer” —.

2. Subject matter

2.1 The subject matter of this contract is the provision of the “Zebra AI” software (hereinafter the “software”) for use in accordance with the conditions laid down herein.

2.2 The software is a modular application for managing absences, time recording, deployment planning and further functions for skilled trades and service businesses. The specific range of functions results from the modules booked in each case in accordance with Annex A.

2.3 The software is provided exclusively as compiled container images. There is no entitlement to be provided with the source code.

3. Licence model

3.1 Licence categories. Licensing is based on user tiers. The decisive factor is the number of active users created in the system at the same time. The licence categories, tier limits and associated prices applicable at any given time result from Annex A in its version current at that time.

3.2 Modular licensing. In addition to the user tier, individual functional modules are licensed. Activation takes place by means of the licence key issued by the licensor.

3.3 Exceeding the licence limit. If the licensee permanently exceeds the number of users permitted in its category, the licensor is entitled, after prior notification, to upgrade the licence automatically to the next higher category. Intentional circumvention of the licence limits (e.g. by cyclically activating/deactivating users or by creating sham accounts) constitutes a material breach of contract.

4. Scope of use

4.1 The licensor grants the licensee a non-exclusive, non-transferable right of use in the software, limited in time to the term of the contract.

4.2 Use is limited to the licensee's own business operations. Use for or by third parties — in particular group companies, the licensee's end customers, subcontractors — is not permitted unless expressly agreed by contract in the individual case.

4.3 The following are prohibited in particular:

  1. reproducing the software beyond the extent permitted by contract;
  2. passing on, renting out, lending or sub-licensing the software;
  3. offering the software or its functions as a service to third parties (in particular as SaaS or in the context of a managed-service activity);
  4. publishing performance or benchmark results without the licensor's prior written consent.

5. Protection of intellectual property; reverse engineering

5.1 All rights in the software — in particular copyright, trade mark, patent and know-how rights — remain with the licensor.

5.2 Reverse engineering, decompilation and disassembly of the software are prohibited, except where mandatorily permitted by Sections 69d, 69e UrhG. Before any act of decompilation permitted by law, the licensee shall request the licensor in writing to provide the information necessary to achieve interoperability.

5.3 The following are further prohibited:

  1. any form of code extraction, modification or patching of the container images;
  2. circumventing or manipulating the licence validation or token delegation mechanism;
  3. analysing the software for the purpose of developing a competing product;
  4. passing on the software images, configuration files or licence keys to third parties.

5.4 Violations of this section entitle the licensor to terminate without notice and to revoke the licence key with immediate effect. Claims for damages remain unaffected.

6. Provision — self-hosting and hosting by the licensor

6.1 At the licensee's choice, the software may either

  1. be operated on the licensee's own infrastructure (“self-hosting”), or
  2. be operated on the licensor's infrastructure (“hosting”).

6.2 Self-hosting. In the case of self-hosting, the licensee bears sole responsibility for the operation, availability, security and data backup of its instance. The licensor merely provides the software images and updates. No availability guarantee is given for self-hosted operation.

6.3 Hosting by the licensor. Where the licensor provides hosting, the service level agreements (SLA) to be agreed separately apply.

6.4 Requirement for a data processing agreement. In both constellations, the conclusion of a data processing agreement (Auftragsverarbeitungsvertrag, “AVV”) pursuant to Art. 28 GDPR is required, because at least the AI features (see section 9) and the telemetry (see section 10) involve data processing via the licensor's infrastructure. The AVV is a separate contractual document.

7. Obligations of the licensee

7.1 Access and account security. The licensee is obliged:

  1. to keep passwords, licence keys, API tokens and other access credentials confidential and not to pass them on to unauthorised third parties;
  2. to set up an individual user account for each user; shared or generic accounts are not permitted;
  3. to activate the protective measures offered, such as multi-factor authentication, to the extent supported by the software;
  4. where access credentials or licence keys are suspected of having been compromised, to block or change them without undue delay and to inform the licensor in accordance with paragraph 4.

7.2 Secure operating environment when self-hosting. When self-hosting the software, the licensee is responsible for a secure operating environment. In particular, it is obliged:

  1. to supply the host operating system and the container runtime with security updates on a regular basis;
  2. to protect the software against unauthorised access from public networks by suitable measures (e.g. a reverse proxy with TLS and authentication, VPN, tunnelling services); unprotected direct exposure of the software containers to the public internet is not permitted;
  3. to ensure appropriate protection against unauthorised physical access to the hardware;
  4. not to make any unauthorised modifications to the configuration, the database or the container images that go beyond the configuration framework documented by the licensor.

7.3 Master data and cooperation. The licensee is obliged:

  1. to keep the master data provided at the time the contract was concluded (in particular company name, address, contact persons for licensing and data protection, billing address) accurate and to notify any changes without undue delay;
  2. to cooperate in error analysis to a reasonable extent in connection with support requests, in particular by providing relevant logs and reproduction scenarios;
  3. to cooperate in the licensor's justified licence audits to the extent necessary to verify compliance with this EULA.

7.4 Duty to report security incidents. The licensee shall inform the licensor in text form without undue delay, but at the latest within 72 hours of becoming aware, if:

  1. there is a specific suspicion of, or an established, compromise of the software instance, of the access credentials or of the licence key;
  2. the licence key has been lost or stolen;
  3. there are official or court orders concerning the use of the software or the data processed in it;
  4. other security-relevant incidents have occurred that may affect the integrity of the software, of the delegated AI tokens or of the licensor's infrastructure.

The reporting obligation under this paragraph applies irrespective of any reporting obligations the licensee may have towards supervisory authorities under Art. 33, 34 GDPR or other statutory requirements.

7.5 User administration. The licensee is responsible for ensuring that only authorised persons are given access to the software. User accounts of employees who have left or who are no longer authorised must be deactivated without undue delay. The licensee shall ensure that its users receive appropriate instruction in the functions of the software relevant to them.

7.6 Data backup.

  1. In the case of self-hosting, responsibility for data backup lies entirely with the licensee.
  2. Where the licensor provides hosting, it carries out technical backups in accordance with the SLA. The licensee nevertheless remains responsible on its own account for the regular export of data for long-term archiving and for compliance with statutory retention obligations (in particular Section 257 HGB, Section 147 AO).

7.7 Consequences of a breach of obligations. If the licensee breaches its obligations under this section, this shall be taken into account when assessing claims for defects and claims in liability under sections 12 and 13 (contributory fault, Section 254 BGB). Serious or repeated violations entitle the licensor to terminate extraordinarily in accordance with section 11.

8. Updates and maintenance

8.1 Obligation to install updates. The licensee is obliged to accept and install updates to the software provided by the licensor promptly. Updates are rolled out via the automated update mechanism included in the scope of delivery.

8.2 The licensee is not entitled to deactivate the update mechanism or to refuse to accept updates permanently. Short-term technical maintenance windows are to be coordinated with the licensor's support team.

8.3 Consequences of failing to install updates. If a provided update is not installed within 30 days of becoming available, the licensor is entitled:

  1. to suspend support and liability for defects for the outdated version;
  2. to suspend access to the AI features (token delegation);
  3. in the case of security-relevant updates, to terminate the licence extraordinarily after prior warning setting a reasonable period.

8.4 The licensor is not liable for damage resulting from the failure to install provided updates.

9. AI features and token delegation

9.1 The software contains optional AI features whose requests are forwarded via the licensor's infrastructure to external AI service providers. The service providers used in each case are listed exhaustively in the AVV (Annex C) as sub-processors; the AVV is the authoritative source.

9.2 Authentication towards the AI service provider takes place by means of short-lived tokens issued by the licensor (token delegation). The customer instance does not communicate directly with the AI service provider.

9.3 The licensor is entitled to suspend the issuing of tokens at any time if:

  1. there are indications of abusive use;
  2. there is a violation of the Acceptable Use Policy (AUP, Annex B);
  3. the licensee is in default of payment;
  4. there is technical or legal necessity (e.g. failure of the service provider, sanctions, a court order).

9.4 Responsibility for AI output. All content generated by the AI features (suggested text, summaries, reports, analyses) must be reviewed by a natural person of the licensee in terms of content before any use, forwarding or publication. The unreviewed or automated adoption of AI-generated content into legally or commercially relevant documents is not permitted. The licensor is not liable for content that is used without prior human review. Details are governed by the AUP.

10. Telemetry and licence validation

10.1 The software regularly transmits technical telemetry data to the licensor's infrastructure. This comprises in particular:

  1. the software version and the installed/active modules;
  2. the number of active users and the current level of licence utilisation;
  3. technical health indicators of the instance (availability, error rates, performance metrics);
  4. technical identifiers (licence key, instance ID, IP address used for the communication).

10.2 The telemetry data serves

  1. licence validation and the performance of the contract;
  2. the assurance of proper operation (error analysis, security);
  3. product improvement in anonymised or aggregated form.

10.3 The telemetry cannot be deactivated technically. Deactivating or manipulating the telemetry, or simulating divergent telemetry data, constitutes a material breach of contract.

10.4 Personal data of employees or other end users is not transmitted via the telemetry. With regard to the technical identifiers referred to in point (d), reference is made to the privacy policy and to the AVV.

11. Term and termination

11.1 Term of the contract. The term of the contract, together with any minimum contract terms, automatic renewals and ordinary notice periods, results from the licence and billing model chosen when the contract was concluded in accordance with Annex A.

11.2 Extraordinary termination for good cause. The licensor may terminate the contract without notice for good cause, in particular in the event of:

  1. material violations of this EULA or of the AUP;
  2. default of payment by the licensee of more than 60 days from the due date of the invoice, provided that the licensor has previously issued a written reminder to the licensee without success;
  3. the opening of insolvency proceedings over the licensee's assets, or the rejection of such proceedings for lack of assets;
  4. attempts to manipulate the licence or token system.

The licensee's right to terminate extraordinarily for good cause pursuant to Section 314 BGB remains unaffected.

11.3 Consequences of termination. Upon termination of the contract, the licensee's right of use in the software lapses in its entirety. The licensee is obliged:

  1. to cease all use of the software;
  2. to uninstall or delete all instances, container images and licence keys within 14 days;
  3. to confirm the deletion to the licensor in writing on request.

11.4 Before the end of the contract, the licensor will, at the licensee's request, enable a reasonable export of the data entered by the licensee in a common, machine-readable format, provided this is technically available. After expiry of the period under paragraph 3, point (b), there is no longer any entitlement to a data export.

12. Liability for defects

12.1 The licensor warrants that, when used in accordance with the contract, the software substantially corresponds to the functions described in the documentation current at the relevant time.

12.2 Liability for defects does not apply to defects attributable to:

  1. the failure to install provided updates;
  2. manipulation of the software or of its configuration by the licensee;
  3. an unsuitable operating environment in the case of self-hosting;
  4. use outside the agreed specification;
  5. a breach of the licensee's obligations under section 7.

12.3 The software is provided to the licensee for use for a limited time against recurring payment (a continuing obligation with the character of a lease, cf. BGH NJW 2007, 2394). The licensor's obligation to remedy reported and reproducible defects therefore continues for the entire duration of the usage relationship. The obligation to remedy defects ends upon termination of the contract; there is no entitlement to have defects in an earlier software version remedied after the end of the contract.

13. Liability

13.1 The licensor is liable without limitation:

  1. for damage based on an intentional or grossly negligent breach of duty by the licensor, its legal representatives or vicarious agents;
  2. under the provisions of the Produkthaftungsgesetz;
  3. for injury to life, body or health.

These cases apply independently of one another.

13.2 In cases of slight negligence, the licensor is liable only for the breach of material contractual obligations (cardinal obligations), limited to the typical, foreseeable damage. Cardinal obligations within this meaning are in particular:

  1. the provision of the software in a substantially functional condition;
  2. the maintenance of that functionality during the term of the contract within the framework of the contractually agreed specification;
  3. where the licensor hosts the software for the licensee: the protection of the customer data processed by the licensor against unauthorised access by third parties through appropriate technical and organisational measures pursuant to Art. 32 GDPR.

This list is not exhaustive.

13.3 In all other respects, the licensor's liability is excluded, in particular for:

  1. lost profits, indirect damage and consequential damage;
  2. damage arising from AI-generated content that was used without prior human review;
  3. damage arising from self-hosted operation (availability, data loss, security of the operating environment);
  4. damage arising from the failure to install provided updates;
  5. damage caused by cyber or hacker attacks by third parties which could not be averted while observing the state of the art within the meaning of Art. 32 GDPR (in particular zero-day vulnerabilities in third-party software, attacks on supply chains or on infrastructure providers);
  6. damage based on a breach of the licensee's obligations under section 7.

13.4 Liability is limited in amount to three times the licence fees paid by the licensee in the 12 months preceding the event giving rise to the damage.

14. Force majeure

14.1 Definition. Force majeure means events outside the reasonable control of a party which, through no fault of its own, prevent that party from rendering its contractual services. This includes in particular natural events and disasters, epidemics and pandemics, war, warlike conflicts, terrorism and civil unrest, official intervention, statutory prohibitions, embargoes and sanctions, strikes by third parties and lockouts (unless within the sphere of responsibility of the party concerned), and failures of telecommunications or energy networks outside the party's sphere of responsibility. This list is not exhaustive.

14.2 Suspension of performance obligations. For the duration of the force majeure event, the performance obligations of both parties affected by it are suspended. Agreed periods are extended by the duration of the force majeure event plus a reasonable start-up time.

14.3 Sub-provider outages. Outages of sub-processors, cloud providers or AI service providers (in particular of the sub-processors listed in the AVV) constitute force majeure within the meaning of this section, provided that

  1. the licensor selected the sub-provider applying the care customary in the market (in particular with regard to reputation, compliance standards, data protection conformity and market position); and
  2. the outage is not based on a breach of the licensor's own duties of care.

The licensor does not owe the licensee any contractual commitment going beyond the standard terms offered by the sub-provider, nor a fully redundant fallback for the sub-provider, where this is not achievable given market conditions or is not economically or technically reasonable.

14.4 Duty to notify. The party affected by force majeure shall inform the other party in text form without undue delay, at the latest within 5 working days of becoming aware, of the event, its expected duration and the services affected. It shall make reasonable efforts to minimise the effects of the force majeure event and shall keep the other party informed of any material changes in the situation.

14.5 Special right of termination. If a state of force majeure continues uninterrupted for more than 90 days, or if it is already established with sufficient certainty at an earlier point in time that this period will be exceeded, both parties are entitled to terminate the contract extraordinarily in text form giving 14 days' notice. Advance payments already made for services that are no longer rendered after the termination takes effect are refunded on a pro rata basis.

14.6 Pro rata fee reduction. In the event of complete unavailability of the software due to force majeure on the licensor's side lasting more than 14 consecutive days, the licence fee is reduced on a pro rata basis for the period of unavailability. Where an SLA exists, its provisions on availability and credits take precedence.

14.7 Provisions left unaffected. Section 13.1 of this EULA remains unaffected. The licensor's liability for intent and gross negligence, and for injury to life, body and health, cannot be excluded by invoking force majeure. The licensee's payment obligations for services rendered in full before the force majeure event occurred remain in place.

15. Amendments to this EULA

15.1 Reservation of the right to amend. The licensor is entitled to amend this EULA, in particular in order to:

  1. adapt it to a changed legal framework (e.g. new legislation, official orders, supreme court case law);
  2. take account of technical or product-related further developments of the software;
  3. adapt it as a result of changes of sub-processors or sub-providers;
  4. close gaps in the provisions or correct unclear provisions.

Amendments to the primary performance obligations, in particular to the licence model, the contract terms and the licence fees, are excluded from this reservation of the right to amend and are governed by the separate provisions in Annex A.

15.2 Notification. Planned amendments are notified to the licensee in text form at least 6 weeks before they take effect, to the contact e-mail address last provided by the licensee. The notification contains the amended provisions, the date on which they take effect and an express reference to the right to object and its consequences under paragraphs 3 and 4.

15.3 Right to object. The licensee may object to the amendments in text form within 4 weeks of receipt of the notification. If the licensee does not object, or does not object in time, the amended terms are deemed accepted from the notified date on which they take effect.

15.4 Consequences of an objection. In the event of a timely objection, both the licensee and the licensor are entitled to terminate the contract extraordinarily in text form with effect from the planned date on which the amendment is to take effect. If neither party exercises this right of termination, the contract continues on the previous terms; the licensor remains entitled to propose the amended terms again at a later point in time in compliance with this section. Advance payments already made for services that are no longer rendered after the termination takes effect are refunded on a pro rata basis.

16. Final provisions

16.1 German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 The place of performance and the exclusive place of jurisdiction for all disputes arising from this contract is Trier, provided the licensee is a merchant, a legal entity under public law or a special fund under public law.

16.3 Amendments and supplements to this contract must be made in text form. This also applies to any waiver of the text form requirement. The provisions on the reservation of the right to amend under section 15 remain unaffected by this.

16.4 Should individual provisions of this contract be invalid or unenforceable, the validity of the remaining provisions remains unaffected.

Annexes:

Part 2 — Acceptable Use Policy (AUP)

Zebra AI — Policy on acceptable use · Version 0.2 · Last updated: 11 August 2026

1. Scope and binding effect

1.1 This Acceptable Use Policy (the “AUP”) forms part of the End-User License Agreement (EULA) concluded between the licensor and the licensee for the “Zebra AI” software.

1.2 The AUP applies to all persons on the licensee's side who have access to the software (in particular employees, management, external service providers with access). The licensee is obliged to ensure that these persons comply with it and to prevent violations.

1.3 In the event of contradictions between the EULA and the AUP, the provisions of the EULA take precedence.

1.4 Delimitation from the EULA. This AUP governs conduct in the use of the software. The licensee's contractual duties of care (in particular account and access administration, a secure operating environment when self-hosting, maintenance of master data, reporting duties for security incidents, user and data administration) are governed conclusively in section 7 of the EULA.

2. Permitted use

2.1 The software is intended for use within the licensee's regular business operations in the skilled trades, construction and related service industries.

2.2 This covers in particular the management of absences, time recording, deployment and resource planning, and further functions of the modules licensed in each case.

3. Generally prohibited use

3.1 Any use of the software is prohibited which:

  1. violates applicable law (in particular criminal law, employment law, data protection law, copyright law, competition law);
  2. infringes the rights of third parties;
  3. disrupts or impairs the operation of the software, of the licensor's infrastructure or of third-party infrastructure;
  4. serves to distribute malware or unwanted content.

3.2 The following are prohibited in particular:

  1. uploading or processing content of criminal relevance;
  2. sending unsolicited bulk messages (spam) via functions of the software;
  3. automated, abusive or excessive access to APIs or AI features beyond the extent permitted by the contract;
  4. penetration tests, security analyses or comparable investigations without the licensor's prior written consent.

4. Data protection obligations of the licensee

4.1 In relation to its employees and other data subjects, the licensee is the controller under data protection law within the meaning of Art. 4(7) GDPR. The legal position of the parties and the processing on behalf of the controller carried out by the licensor are governed by the AVV (Annex C).

4.2 The licensee is obliged in particular:

  1. to ensure an effective legal basis for the processing (employment contract, works agreement, consent where applicable);
  2. to inform employees and other data subjects properly (Art. 13/14 GDPR);
  3. to give effect to data subject rights (access, rectification, erasure, data portability, objection);
  4. to observe any co-determination rights of the works council under Section 87(1)(6) BetrVG.

4.3 The processing of special categories of personal data under Art. 9 GDPR (health data, religious or philosophical beliefs, biometric data, trade union membership, among others) via the software is permitted only to the extent that a module provided for this purpose expressly supports it and an effective legal basis exists.

5. Use of the AI features

5.1 Human review requirement (human-in-the-loop)

All content generated by the software's AI features — in particular suggested text, summaries, translations, reports, analyses — must be checked in terms of content for accuracy and completeness by a natural person of the licensee before it is used, forwarded, printed or published. This obligation gives concrete form to section 9.4 of the EULA.

5.2 No unreviewed adoption of AI output

The unreviewed or automated adoption of AI-generated content into legally binding or commercially relevant documents is not permitted. This covers in particular:

  1. site and activity reports;
  2. hours statements and payroll statements;
  3. employee appraisals, employment references, formal warnings;
  4. quotations, orders, invoices;
  5. correspondence with customers, public authorities, insurers or courts;
  6. submissions in employment law or civil law disputes.

5.3 No automated employment decisions

The AI features must not be used for decisions based solely on automated processing which produce legal effects concerning natural persons or similarly significantly affect them (Art. 22 GDPR). The following are prohibited in particular:

  1. the automated analysis of sickness patterns or absence behaviour for the purpose of employment decisions;
  2. automated employee evaluations without subsequent human review;
  3. automated dismissal recommendations or proposed formal warnings without review;
  4. automated profiling within the meaning of Art. 4(4) GDPR.

5.4 Content restrictions

It is prohibited to use the AI features for:

  1. creating discriminatory, defamatory, inflammatory or insulting content;
  2. creating content that misleads, deceives or serves to manipulate third parties;
  3. deliberately circumventing the safeguards of the AI model (e.g. prompt injection, jailbreaks);
  4. processing third-party content in which the licensee holds no rights of use;
  5. creating content that violates applicable law.

5.5 Reference to the liability provisions

The liability consequences of using the AI features and of using AI-generated content follow from section 13 of the EULA. In particular, the licensor's liability for content used without the prior human review required by paragraph 5.1 is excluded under section 13.3, point (b) of the EULA.

6. Consequences of violations

6.1 In the event of violations of this AUP, the licensor is entitled, exercising its duty-bound discretion, to take one or more of the following measures:

  1. a warning with a request to remedy the violation;
  2. suspension of the AI features (token delegation);
  3. suspension of support;
  4. blocking of individual users or functions;
  5. in the case of serious or repeated violations: immediate blocking of the entire instance and extraordinary termination of the licence without notice in accordance with section 11 of the EULA.

6.2 Immediate measures without prior notice. The licensor is entitled to take the measures referred to in paragraph 1, including immediate blocking, without prior notice if:

  1. there are specific indications of use of criminal relevance;
  2. there is a significant threat to the licensor's infrastructure or to that of third parties;
  3. there are specific indications of manipulation of the licence or token system;
  4. an official or court order makes this necessary.

6.3 The choice of measure is made according to the severity of the violation, the risk of repetition and the need to protect third parties. The licensor's claims for damages remain unaffected.

6.4 The licensee has no claim to a refund of licence fees already paid to the extent that the blocking or the termination is based on a violation of this AUP for which the licensee is responsible.

7. Reporting abuse

7.1 If the licensee becomes aware of misuse of the software by its own users or by third parties, it is obliged to inform the licensor without undue delay. The general reporting duties for security incidents under section 7.4 of the EULA (72-hour deadline) remain unaffected.

7.2 Contact for abuse reports: info@zebra-ai.de

8. Amendments to the AUP

8.1 The licensor is entitled to adapt this AUP to a changed legal or technical framework, in particular in order to implement new regulatory requirements (e.g. the EU AI Act, further specifications of the GDPR). Amendments are notified to the licensee in text form at least 6 weeks before they take effect.

8.2 If the licensee objects to the amended AUP in text form within 4 weeks of the notification, it has the right to terminate the licence extraordinarily with effect from the date on which the amendment takes effect. In all other respects, the amended AUP is deemed accepted.