Terms And Conditions
General Terms and Conditions (GTC) with Customer Information – B2B
Status: December 2025
- Scope of Application
1.1 These General Terms and Conditions (hereinafter “GTC”) of younea S.à r.l. / GmbH (hereinafter “Seller”) apply to all contracts for the provision of software-as-a-service services (SaaS), cloud services, IT services and digital content, including – depending on the product description – the offers “LuxAIaaS (Luxembourg AI as a Service)” and “LetzOnboard” (Learning Management System, LMS), exclusively in business transactions with entrepreneurs (B2B). Contracts with consumers are not concluded. Any terms and conditions used by the customer do not apply unless the Seller expressly agrees to their validity in writing.
1.2 Note: The Seller does not sell any physical goods. It offers exclusively SaaS/cloud services, IT services and digital content, including “LuxAIaaS” and “LetzOnboard (LMS)”. All provisions of these GTC relate to digital services and IT services. - Conclusion of Contract
2.1 The product descriptions contained in the Seller’s online shop do not constitute binding offers, but an invitation to the customer to submit an offer.
2.2 The customer can submit its offer via the online order form. By clicking the button that concludes the order process, the customer submits a legally binding contractual offer with regard to the items contained in the shopping cart.
2.3 The Seller can accept the customer’s offer within five (5) days, (i) by order confirmation (in written/text form), (ii) by delivery/provision of services, or (iii) by a request for payment. The period begins on the day after the customer sends the offer.
2.4 The text of the contract is stored after conclusion of the contract and transmitted to the customer in text form. It is not made accessible beyond this. If the customer has created a user account, they can retrieve the order data there.
2.5 The customer can detect and correct input errors before submitting the order using the correction tools available in the shop (e.g. “Back” function, browser zoom).
2.6 Different languages are available for the conclusion of the contract; the language displayed in the online shop is decisive.
2.7 Order processing and communication regularly take place via e-mail and automated order processing; the customer must ensure deliverability. - Sale on Approval (not applicable)
3.1 A sale on approval is not provided for the SaaS, cloud and IT services offered by the Seller. Deviations apply only if expressly agreed in writing. - Right of Withdrawal (B2B)
4.1 There is no statutory right of withdrawal for contracts between entrepreneurs.
4.2 Contractually granted rights of withdrawal/cancellation exist only insofar as expressly agreed (see, where applicable, sec. 13). - Prices and Payment Terms
5.1 Unless otherwise stated in the product description, prices are total prices plus statutory taxes under applicable law. Any usage- or service-specific additional costs are shown separately.
5.2 In the case of payments/services with a foreign element, additional costs (bank charges, customs duties/taxes) may arise which are to be borne by the customer.
5.3–5.9 Methods of payment according to the information in the shop (including advance payment, SEPA direct debit, credit card, SOFORT, PAYONE, Klarna). Details result from the checkout form.
5a) Consequences of Late Payment (B2B, adjusted):
5a.1 SEPA direct debit returns: Charging of the actual bank charges incurred as well as a reasonable handling fee, insofar as attributable to the customer; proof of lesser damage is possible.
5a.2 Multiple returns / declaration of maturity / suspension: In the event of repeated returns and a delay in payment of more than 14 days, the Seller is entitled – after a reminder – to demand advance payment or declare outstanding amounts due, insofar as legally permissible. In the event of a delay in payment of more than 2 months, the Seller is also entitled to temporarily suspend access to the platform/service until the arrears have been settled.
5a.3 Default interest: Statutory default interest under applicable law applies. In addition, reasonable dunning costs may be charged per reminder level.
5a.4 Instalment payment (if agreed): If an instalment is more than 14 days in arrears, the entire remaining amount may be declared due after setting a reasonable deadline, insofar as permissible.
5a.5 Enforcement costs: The necessary costs of legal pursuit/enforcement are borne by the defaulting party.
5a.6 Note: When making payments, the invoice number and customer number must always be indicated.
5b) Project / Individual Services, Down Payment and Final Payment (B2B):
5b.1 For project, custom development or integration services – unless otherwise agreed in writing – the following applies: 70% down payment upon commissioning and 30% before handover/go-live.
5b.2 The Seller may withhold handover/go-live/service activation until receipt of the final instalment.
5b.3 For subscriptions/SaaS tariffs without individual services, the respective billing cycles according to the tariff description apply.
- Provision of Digital Services
6.1 Provision is made digitally, in particular by account/client activation, API access, provision of endpoints, download or e-mail (e.g. licence key).
6.2 Periods and starting dates result from the order confirmation or project plan.
6.3 Provisions on shipment/transport and transfer of risk for physical goods do not apply. - Granting of Usage Rights for Digital Content
7.1 Unless otherwise described, the customer receives a non-exclusive, geographically and temporally limited right of use for the contractually agreed purposes within its own organisation.
7.2 Passing on to third parties outside the contractually granted scope is not permitted, unless the Seller has agreed.
7.3 For one-time deliveries, the granting of rights becomes effective after full payment; provisional use may be allowed on a revocable basis. - Granting of Usage Rights for Licence Keys
8.1 Licence keys entitle the holder to use the digital product (or learning content) to the extent specified in the product description.
8.2 For one-time deliveries, the granting of rights becomes effective after full payment. - Retention of Title
For delivered goods (if exceptionally agreed), the Seller retains ownership until full payment; for digital services, a right of retention applies until full payment (see sec. 5b.2). - Warranty (Liability for Defects)
10.1 The statutory provisions apply unless otherwise stipulated below.
10.2 For entrepreneurs, the following applies: The Seller has the choice of the type of subsequent performance; for software/services, a limitation period of one (1) year from provision/acceptance (whichever occurs first) applies, insofar as legally permissible; in particular, no defect exists in the case of insignificant deviation, only insignificant impairment of usability, restrictions outside the Seller’s sphere of influence (e.g. third-party networks) as well as in the case of missing cooperation on the part of the customer.
10.3 Exceptions to the shortened limitation period: Claims for damages/reimbursement of expenses (see sec. 26), fraudulent intent, statutory update obligations.
10.4 The customer must specify defects concretely and assist in the error analysis (logs, reproduction, access). - Redemption of Promotional Vouchers
11.1 Promotional vouchers can only be redeemed within the specified period and before completion of the order process; only one voucher per order.
11.2 Remaining credit will not be refunded; cash payment is excluded; transfer is excluded. - Alternative Dispute Resolution (Notice)
12.1 The EU ODR platform is primarily aimed at consumers and is not applicable to B2B contracts.
12.2 The Seller is neither obliged nor generally willing to participate in a procedure before a consumer arbitration board. - Cancellation Fees and Termination Conditions for the Monthly AI Assistance Subscription
13.1 Cancellation fee: For contracts that are cancelled after issuance, a cancellation fee of 30% of the total amount shall be charged (unless otherwise agreed in writing).
13.2 Termination: Termination in the first three (3) months after the beginning of the contract is not possible. Thereafter, the contract may be terminated at the end of each calendar year with a notice period of 2 months (receipt no later than 31/10).
13.3 Setup costs are non-refundable. - Minimum Revenue for Whitelabel Solutions
14.1 Minimum revenue: at least 3 combined licences (three LetzTalk and LetzChat – combined – per month), unless otherwise agreed. - Server Locations, Data Transfer and Data Processing (EU-only)
15.1 Server locations in the EU/EEA: The processing and storage of personal data as well as operational/usage data are carried out exclusively on servers within the EU/EEA.
15.2 No third-country transfer: There is no transfer of personal data to third countries within the meaning of Art. 44 et seq. GDPR; this also applies to subcontractors.
15.3 Statutory exceptions: Mandatory statutory obligations remain unaffected; the customer shall be informed in advance – insofar as legally permissible; appropriate safeguards shall be taken.
15.4 Data processing: Insofar as data processing is involved, a data processing agreement pursuant to Art. 28 GDPR shall be concluded. - Information Security and Certifications
16.1 Data centre standards: Data centre service providers with recognised information security certifications (e.g. ISO-based certifications) are used. Evidence shall be provided upon request.
16.2 Technical and organisational measures: The Seller maintains an information security and data protection level appropriate to the risk (including access/entry controls, encryption, logging, role/rights concepts, audits). - Prohibition of Scraping, Automated Use and Circumvention of Technical Protection Measures
17.1 Unlawful use: Automated procedures (crawlers, spiders, bots, scrapers) for reading, extracting, mass queries, mirroring/duplicating without express written permission are prohibited.
17.2 Protective measures: The circumvention of security or access restrictions (e.g. captchas, API keys, rate limits, robots.txt, IP blocking) is prohibited. The same applies to uses that impair availability/integrity/confidentiality.
17.3 Legal consequences: The Seller may block access, prevent abusive access, claim damages and take legal action. - Trademark and Identification Rights (“younea”, “LuxAIaaS”)
18.1 Trademark protection: “YOUNEA” (EUIPO file number 019267218, word mark) and “LuxAIaaS” (EUIPO file number 019243893, word mark) are protected designations (registered or applied for). Any use of trademarks, logos, product and company identifiers requires prior written consent.
18.2 Third-party references: The naming of trademarks/company identifiers of third parties serves identification purposes only and does not imply affiliation/approval, unless expressly stated otherwise. - Product Description “LuxAIaaS” (White-Label) and Sales Models (Self-employed & Enterprise)
19.1 Service description: “LuxAIaaS (Luxembourg AI as a Service)” is a white-label solution. Customers can use the SaaS service under their own branding and offer it to end customers, subject to the contractually granted rights and any minimum purchase quantities.
19.2 Target groups/sales: Sales to self-employed persons (freelancers, solo entrepreneurs) as well as corporate customers (SMEs, enterprise). Separate contracts may apply for partners/resellers (e.g. partner agreement, reseller addendum, DPA).
19.3 Usage rights/branding/exclusivity: Non-exclusive, non-transferable; branding options according to technical feasibility and agreement. Exclusivity can be agreed separately. Reverse engineering/removal of origin notices is not permitted (insofar as not mandatorily permitted by law).
19.4 Support & professional services: Individual adaptations, integrations, training, prioritised support are optional additional services and are remunerated separately.
19.5 Compliance: The customer remains responsible for the lawful use vis-à-vis its end customers (information obligations, data protection, consents). Sample texts may be provided (without legal advice).
19.6 Master platform option (short overview): Upon request, LuxAIaaS can be provided as a master platform (e.g. regional exclusivity and own SIP connection). Details, scope, territorial protection, SIP configuration, provider contracts, prices and SLAs are governed exclusively in a separate master agreement; this takes precedence over conflicting provisions of these GTC. - Service Levels, Availability and Maintenance (SaaS)
20.1 Target availability: Unless otherwise agreed, the annual target availability of the SaaS services is 99.5% (excluding announced maintenance, force majeure, causes within the customer’s area of responsibility or independent third parties).
20.2 Maintenance: Planned maintenance is carried out – as far as possible – outside usual business hours and announced in advance. Urgent security updates may be carried out at short notice.
20.3 Measurement/reporting: Availability is measured system-side. Claims exist only if service credits/SLA remedies are contractually agreed. Beta/test features are excluded from the SLA and are provided “as is”.
20.4 Uptime exclusions (examples): (a) planned maintenance; (b) force majeure (sec. 27); (c) disruptions in third-party networks (internet backbone/telecom) outside the area of responsibility; (d) misconfiguration/user errors by the customer; (e) security measures such as blocking/throttling in case of suspected misuse (sec. 17, 22). - Service Changes and Product Maintenance
21.1 The Seller may further develop the SaaS services and change/replace functions, provided that the core benefit is preserved and the changes are reasonable. Material changes will be announced in advance. - Fair Use, API and Rate Limits
22.1 The Seller may define usage limits (requests per minute, storage, bandwidth) in order to ensure system security/stability. In case of exceedance, throttling/blocking is possible after notice. - AI-Specific Use and Content Notices
23.1 Use of output: AI-generated content may be erroneous/incomplete. The customer is responsible for reviewing and using it.
23.2 Prohibited content: No use for unlawful purposes (infringements of rights, discrimination, criminal offences).
23.3 Data sources: Data provided by the customer must not infringe third-party rights; the customer holds the necessary rights of use. - Customer Data, Training Use and Feedback Rights
24.1 No training use without consent: Customer data is not used to improve general models unless express consent has been given.
24.2 Feedback licence: For voluntarily provided feedback, the customer grants a free, non-exclusive licence for product improvement. - Open-Source Software (OSS)
25.1 OSS components may be used; the respective licences apply, which take precedence over these GTC. An overview of essential OSS components will be provided upon request. - Liability and Limitation of Liability
26.1 Liability according to law for intent and gross negligence.
26.2 In the case of simple negligence, liability only exists in the event of breach of essential contractual obligations (cardinal obligations) and is limited to the damage typical for the contract and foreseeable.
26.3 Exclusions: Loss of profit, indirect damages, consequential damages, unrealised savings, business interruption as well as data loss are excluded, except in the cases of sec. 26.1 or in the event of injury to life, body, health. In the case of data loss, liability is limited to the restoration effort that would have been required in the event of proper data backup.
26.4 Mandatory liability (e.g. product liability) remains unaffected.
26.5 Third-party services/models: No liability for availability/quality/changes of independent third-party providers, unless the Seller is responsible for this.
26.6 Indemnification: The customer indemnifies the Seller against claims of third parties arising from unlawful use or from content/data provided by the customer, insofar as the Seller is not at fault.
26.7 LLM provider liability exclusion: Insofar as services involve the integration of Large Language Models (LLMs) or comparable AI models of third-party providers (directly or via APIs), the Seller is not liable for errors, failures, inaccuracies, hallucinations, delays, bias or changes to these third-party services; warranty/compensation claims against the respective third-party provider remain unaffected. The Seller only owes proper integration in accordance with the agreed specification and reasonable selection/care in the integration. - Force Majeure
27.1 Neither party is liable for non-performance insofar as this is due to events beyond its control (including natural events, war, strike, official measures, failures of public networks/LLM/service/cloud providers). Services will be continued after the obstacle ceases to exist. - Price and Contract Changes in Continuing Obligations
28.1 For subscriptions, the Seller may reasonably adjust prices (e.g. cost increases/additional functionality). Changes will be notified at least 6 weeks before they take effect; the customer is only entitled to a special right of termination in the event of significant increases. - Term, Termination (SaaS)
29.1 Unless otherwise agreed, minimum term 12 months; automatic renewal by a further 12 months in each case if not terminated in text form 2 months before the end of the term. Deviations (e.g. sec. 13) take precedence. - Data Deletion, Return and Portability
30.1 After the end of the contract, customer data will be deleted in accordance with statutory retention periods; prior to this, the customer may request a machine-readable copy within 30 days, insofar as no third-party rights conflict with this. Backups are overwritten cyclically. - Security Incidents and Duties to Cooperate
31.1 Incident response: In the event of security incidents, the Seller will inform the customer without undue delay about known impacts and measures.
31.2 Cooperation: The customer provides the necessary information/logs/access; delays extend deadlines appropriately. - Applicable Law and Place of Jurisdiction
32.1 The law of the Grand Duchy of Luxembourg applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
32.2 Where legally permissible, the exclusive place of jurisdiction is the registered office of the Seller in Luxembourg. - Acceptance in the Case of Project / Custom Services (B2B)
33.1 Acceptance procedure: The customer shall inspect delivery stages without undue delay, at the latest within 5 working days after provision.
33.2 Duty to give notice of defects: Material defects must be specifically notified within this period. Non-material defects do not entitle the customer to refuse acceptance, but will be remedied.
33.3 Deemed acceptance: If no justified refusal of acceptance is made within the period, the service is deemed accepted. Productive use counts as acceptance.
33.4 Partial acceptances: Partial acceptances per milestone are possible and are effective for the accepted part.
33.5 Subsequent performance: In the event of justified refusal, defects will be remedied within a reasonable period; retentions must be proportionate. - Support, Response Times and Communication Channels (B2B)
34.1 Support times: Unless otherwise agreed, technical support Mon–Fri, 08:00–18:00 CET/CEST (excluding public holidays in Luxembourg).
34.2 Contact channels:
– Ticket/Chat: https://kibot.chat/chatbot/MyFxj2Uo41CgJ7ck
– E-mail: ai@younea.lu
– P1 emergency hotline: +49 611 76039078
34.3 Priorities & target response times:
– P1 Critical (service not usable/business-critical outage): target response 4 hours, handling during support times until workaround/solution.
– P2 High (material restriction, no acceptable workaround): target response 8 hours; the period runs exclusively within support times (Mon–Fri 08:00–18:00 CET/CEST).
– P3 Medium (functional restriction, workaround available): target response 2 working days.
– P4 Low (general inquiry/how-to/improvement): target response 5 working days.
34.4 Character of target values: Times are target values (best efforts), not warranty commitments; SLA remedies/service credits only in case of separate agreement.
34.5 Requirements: The customer appoints a contact person and provides the necessary information/logs/access; delays extend deadlines appropriately. - Export Control and Sanctions
35.1 The customer shall not use the services in violation of export control, embargo and sanctions regulations (EU, UN, Luxembourg; where applicable UK/US).
35.2 The customer ensures that sanctioned persons/companies do not obtain access and that any dual-use requirements are complied with.
35.3 In the event of violations, the Seller is entitled to immediate suspension; further rights remain unaffected. - Change Requests and Service Changes in Projects
36.1 Change process: Changes are described in writing; the Seller prepares an effort/cost estimate as well as impacts on schedule/acceptance.
36.2 Approval: Implementation only after written approval (including budget).
36.3 Additional effort: Additional effort due to a lack of cooperation, changes by third-party providers (APIs), security requirements or legal changes constitute additional services and will be billed according to the current daily rates, unless included in a fixed price.
36.4 Minor changes: Changes < 1 person-day may be implemented in the ongoing sprint/work package on a time-and-materials basis. - On-Premises Provision (Option)
37.1 Upon request, the solution can be provided on-premises or in a private cloud specified by the customer.
37.2 Costs/additional effort: The additional effort required for integration/operation will be billed separately according to the applicable daily rates.
37.3 Customer’s area of responsibility: The customer provides the operating environment and is responsible for trouble-free operation (authorisations, access protection, backup/restore, capacity, change/release).
37.4 Cooperation: The customer appoints technical contact persons, grants necessary access and provides logs/information.
37.5 Updates/security: Updates are applied within the framework of an agreed release plan; the risk arising from omitted/postponed updates is borne by the customer. - Product “LetzOnboard” (LMS)
38.1 Scope of services: “LetzOnboard” is a Learning Management System (LMS) for the administration of learning content, users, courses, examinations and evaluations. Available modules/functions, storage quotas, user/course limits and integrations result from the current product/tariff description or the individual contract.
38.2 Learning content & rights: Learning content provided by the customer/trainers/authors remains the intellectual property of the customer or the rights holders. The customer grants the Seller a simple, non-exclusive licence of use for the contractual provision during the term of the contract and warrants that it holds the necessary rights.
38.3 Compliance/data protection: The customer is responsible for the lawful processing of participant/employee data in the LMS. The Seller provides the LMS in accordance with sec. 15/16 (EU servers, security measures); a data processing agreement (Art. 28 GDPR) will be concluded insofar as processing on behalf is involved.
38.4 Certificates/reports: Provision according to technical possibilities and booked tariff.
38.5 Integrations: SSO/IdP, HR/talent systems and other integrations according to specification; additional effort possible (see sec. 36; 5b).
38.6 SLA/availability: Sec. 20 and 34 apply unless otherwise agreed. - Voice/Telephony Services, Call Minutes and Supplier Prices
39.1 Dependence on suppliers: Insofar as services include voice/telephony services, individual prices/fees (including surcharges/fees/levies) depend on suppliers and may vary.
39.2 Passing on/price changes & cancellation: The Seller is entitled to pass on price changes of its suppliers (including timing/billing units). Changes will be displayed in advance and apply from the notified date. In the event of significant increases, the customer may cancel the affected module with a notice period of 14 days to the effective date; further rights (sec. 28) remain unaffected.
39.3 Billing/units: Billing based on measured usage according to the respective timing (e.g. per minute/started minute, per call, per transcription unit). Measurement/billing data of the suppliers are authoritative; the customer may provide counter-evidence.
39.4 Quality/availability: For network/carrier services, the performance parameters of the suppliers apply; sec. 26.5 applies accordingly. - Test Access/Demo
40.1 Duration & purpose: Unless otherwise agreed, the test access is valid for 30 days and serves solely evaluation/test purposes. Passing on to end customers or use in productive operation is prohibited; SLA commitments do not apply.
40.2 Data protection/DPA: Test accesses are not intended for processing personal data of real end users. A data processing agreement (DPA) is generally not concluded for test accesses. Only if expressly required and agreed, the general DPA to these GTC applies with limited scope for the test period.
40.3 Costs/non-refundability & crediting: Fees for test accesses/demo environments are – if charged – non-refundable. If the customer subsequently decides to purchase a paid package/product (e.g. LuxAIaaS, LetzOnboard), the charged amount for the test access will be credited against the first invoice. - LuxAIaaS as Master Platform: Regional Exclusivity & Own SIP
41.1 Subject matter: The Seller can provide LuxAIaaS as a master platform that enables the customer (a) to act exclusively in a defined territory (region/industry) and (b) to use its own SIP infrastructure (SIP trunk/carrier).
41.2 Separate agreement (priority): All details (territory/region, exclusivity, term, minimum purchases, SIP provider/trunk, number ranges, porting, reporting, SLA/support, escalation, price/discount model, marketing co-branding) are conclusively governed in a separate master agreement. In case of conflict, this has priority over the GTC.
41.3 SIP/telecommunications – responsibility of the customer: The customer is responsible for the selection, contract, costs, regulation/compliance (e.g. emergency calls, numbering, recording requirements, data protection/ePrivacy) and operation of its own SIP provider. The Seller supports the technical integration against separate remuneration (see sec. 5b, 36). Changes of the SIP provider/timing may cause additional effort.
41.4 Costs & billing: Call/carrier costs are based on the tariffs of the customer’s SIP provider. Insofar as the Seller invoices on behalf of the customer, sec. 39 (passing on/billing units) applies; evidence from the provider is authoritative.
41.5 SLA/availability & exclusions: For the master platform, the SLA provisions (sec. 20, 34) apply, excluding disruptions within the responsibility of the SIP provider/network operator (see sec. 26.5, 39.4). Service credits/remedies are governed by the master agreement.
41.6 Territorial protection/exclusivity: Exclusivity is only effective if territory, industry, products/modules as well as minimum revenues or minimum purchases are expressly specified in the master agreement. Failure to meet minimum values may lead to adjustments or the cessation of exclusivity.
41.7 Compliance & usage prohibitions: The customer ensures that all telecommunications, data protection and consumer protection requirements are complied with (including consents, recording, transparency). Unlawful uses (spam/robocalls/bypassing) are prohibited; the Seller may suspend in case of violations (see sec. 17, 5a.2).
41.8 Acceptance & go-live: For onboarding, tests and acceptance, sec. 33 applies. Specific acceptance criteria and measurable KPIs are defined in the master agreement.
41.9 Termination & migration: Upon termination of the contract, the master agreement governs data export, porting and transitional services (which may be subject to a fee). Sec. 30 applies additionally. - Data Protection & Withdrawal/Objection
Data protection, purpose limitation and withdrawal/objection. The seller processes the customer’s personal data exclusively in accordance with the legal requirements and the applicable privacy policy. Customer or user data is not used for the seller’s own purposes – in particular not for training, fine-tuning, or improving general AI/ML models. The customer may withdraw consent at any time with effect for the future and may also object to processing based on legitimate interests pursuant to Art. 21 GDPR. A simple informal message by e-mail to datenschutz@younea.lu is sufficient for this.