Terms and Conditions
Effective date: 08.07.2026
These Terms and Conditions (“Terms”) govern the access to and use of the carAISuite software platform, related websites, web applications, desktop applications, AI-assisted engineering tools, support, implementation, training, and professional services provided by CARNIQ Technologies GmbH, Orionstrasse 4, 85716 Unterschleissheim, Germany, registered with the commercial register of the Local Court of Munich under HRB 285225 (“CARNIQ”, “we”, “us”, or “our”).
These Terms apply to contracts with business customers only. The Services are intended for companies, professional users, engineering organizations, automotive suppliers, OEMs, engineering service providers, freelancers, consultants, sole traders, founders, independent professionals, and other persons or entities acting for purposes related to their trade, business, craft, or profession.
The Services are not intended for consumers. A consumer is a natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, craft, or profession.
By creating an Account, accepting an Order Form, purchasing a subscription, or using paid Services, the Customer confirms that it is acting for business or professional purposes and not as a consumer.
If a separate written agreement, order form, statement of work, data processing agreement, or enterprise subscription agreement has been signed between CARNIQ and the customer, such document shall prevail over these Terms in case of conflict.
1) SCOPE OF APPLICATION
1.1 CARNIQ provides carAISuite, an AI-assisted software-as-a-service and/or software platform for automotive and regulated engineering workflows, including but not limited to requirements engineering, specification generation, requirements review, traceability support, architecture consistency checks, compliance documentation support, quality review, change-impact analysis, test-design support, and related V-model engineering activities.
1.2 carAISuite is designed to support engineering workflows that may involve standards, methods, and process frameworks such as ASPICE, ISO 26262, ISO/SAE 21434, internal customer standards, OEM requirements, system requirements, software requirements, architecture documents, test documentation, review checklists, and quality-management artifacts.
1.3 CARNIQ may also provide professional services, including onboarding, configuration, engineering consulting, AI workflow setup, document analysis, data preparation, requirements engineering support, training, workshops, pilot support, paid design partnerships, and other services agreed separately in an order form or statement of work (“Professional Services”).
1.4 These Terms apply to all access to and use of carAISuite and related Services unless otherwise agreed in writing.
1.5 The customer’s own purchasing terms, general terms, or other standard terms shall not apply unless CARNIQ expressly agrees to them in writing.
2. Definitions
For the purposes of these Terms:
“Account” means the customer-specific account, workspace, tenant, or user environment created for accessing the Services.
“AI Features” means any functionality within carAISuite that uses artificial intelligence, machine learning, large language models, retrieval systems, automation, rule-based logic, or similar technologies to generate, analyze, classify, review, summarize, transform, or recommend engineering content.
“Authorized Users” means employees, contractors, consultants, or other individuals authorized by the Customer to access the Services under the Customer’s subscription.
“Business Customer” means a legal entity, partnership, freelancer, consultant, sole trader, founder, independent professional, or other natural or legal person using the Services for purposes related to their trade, business, craft, or profession.
“Consumer” means a natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business, craft, or profession.
“Credits” means usage units, tokens, compute units, AI usage allowances, document-processing allowances, or similar consumption-based units made available under a subscription plan or purchased separately.
“Customer” means the legal entity, Business Customer, professional user, freelancer, consultant, sole trader, founder, independent professional, or other business customer entering into a contract with CARNIQ.
“Customer Data” means all documents, prompts, requirements, specifications, architecture documents, test artifacts, standards, project data, technical information, files, comments, feedback, and other materials uploaded, submitted, processed, or generated by or on behalf of the Customer within the Services.
“Documentation” means user guides, technical descriptions, feature descriptions, instructions, manuals, support pages, or other materials made available by CARNIQ.
“Order Form” means an offer, quote, subscription confirmation, purchase order accepted by CARNIQ, invoice, online order, or other written document specifying the Services, subscription plan, number of users, Credits, fees, term, and any agreed Professional Services.
“Output” means content generated, proposed, extracted, classified, summarized, transformed, or otherwise produced by carAISuite, including AI-assisted requirements, reviews, suggestions, traceability links, quality checks, tables, analyses, or reports.
“Services” means carAISuite, AI Features, websites, web applications, desktop applications, support, Documentation, Professional Services, integrations, APIs, and any related services provided by CARNIQ.
“Third-Party Systems” means external tools, platforms, models, APIs, infrastructure, requirements-management tools, cloud services, authentication systems, or other third-party services that may be connected to, used by, or integrated with the Services.
3. Contract Formation
3.1 Information on CARNIQ’s website, product pages, presentations, demos, or marketing materials does not constitute a binding offer unless expressly designated as such.
3.2 A contract is concluded when:
a. the Customer accepts an Order Form issued by CARNIQ;
b. CARNIQ confirms the Customer’s subscription or purchase in writing;
c. the Customer pays an invoice issued by CARNIQ; or
d. the Customer accesses paid Services after receiving access credentials or activation.
3.3 The scope of the Services, subscription term, number of Authorized Users, usage limits, Credits, fees, and any Professional Services shall be defined in the applicable Order Form.
3.4 In case of conflict, the following order of precedence shall apply:
a. individually signed written agreement;
b. data processing agreement, where applicable;
c. Order Form or statement of work;
d. these Terms;
e. Documentation.
3.5 Account activation may require the Customer to provide accurate company information, billing address, tax information, commercial contact details, technical contact details, and, where applicable, payment details. If the Customer is a freelancer, consultant, sole trader, founder, or independent professional, the Customer shall provide accurate professional or business contact and billing details. The Customer shall keep such information accurate and up to date during the contract term.
3.6 Access to the Services may require the creation of a customer-specific account, workspace, tenant, or user environment. CARNIQ may activate access only after contract conclusion, payment confirmation, completion of onboarding requirements, or other agreed activation conditions.
3.7 CARNIQ may reject, suspend, or terminate registration if CARNIQ reasonably believes that the user is acting as a consumer, has provided inaccurate business information, or is attempting to use the Services outside the intended professional or business scope.
4. Description of carAISuite
4.1 carAISuite is an AI-assisted engineering productivity platform. It is intended to support engineers, reviewers, project teams, quality managers, and engineering organizations in creating, reviewing, structuring, analyzing, and improving technical engineering artifacts.
4.2 carAISuite may include, depending on the subscribed plan and current product version, features such as:
a. requirements extraction, generation, transformation, and review;
b. system and software specification support;
c. ASPICE-oriented process support;
d. ISO 26262 and ISO/SAE 21434 documentation support;
e. quality and consistency checks;
f. traceability support and gap identification;
g. architecture and interface analysis;
h. change-impact analysis;
i. test-design and verification-support workflows;
j. project and document review workflows;
k. document import/export;
l. templates, checklists, and workflow guidance;
m. integrations or file exchanges with requirements-management or engineering tools; and
n. reporting and productivity analytics.
4.3 CARNIQ may modify, improve, extend, replace, or discontinue individual features where such changes are reasonable for the Customer, required for security or legal reasons, required due to changes in third-party technology, or part of normal product development.
4.4 CARNIQ does not guarantee that every feature will be available in every subscription plan, environment, deployment model, pilot, beta version, or customer configuration.
4.5 The Customer may upgrade, downgrade, add users, remove users, purchase additional Credits, activate additional modules, or request additional functionality only as technically available and commercially agreed. Any such change may result in adjusted fees, Credit allocation, access rights, or feature availability.
4.6 If the Customer upgrades to a higher plan, additional module, larger user package, or higher Credit package during an active billing period, the additional functionality may become available from the time CARNIQ technically enables it. CARNIQ may charge the price difference for the remaining billing period.
4.7 If the Customer downgrades to a lower plan, removes users, disables modules, or reduces the scope of functionality, the reduced scope shall apply from the agreed effective date or the next renewal period, unless otherwise agreed. Previously created Customer Data will not be deleted automatically solely because of a downgrade, but the Customer may lose the ability to create, edit, export, process, or use certain data or functionality that belongs to the higher plan. Deletion may be requested by the Customer subject to Section 16.
5. AI-Specific Terms
5.1 carAISuite uses AI Features to assist professional engineering work. AI Features are not a substitute for qualified engineering judgment, safety analysis, compliance review, legal review, cybersecurity assessment, functional safety assessment, homologation assessment, or management approval.
5.2 The Customer is responsible for reviewing, validating, approving, and using any Output before relying on it in a project, quotation, safety case, audit, assessment, customer delivery, certification package, production release, or series-development activity.
5.3 The Customer acknowledges that AI-generated or AI-assisted Output may be incomplete, inaccurate, inconsistent, outdated, ambiguous, or unsuitable for a particular purpose. CARNIQ does not warrant that Output is error-free, complete, compliant, certifiable, production-ready, or accepted by any OEM, assessor, auditor, authority, certification body, or end customer.
5.4 carAISuite may help identify potential issues, gaps, inconsistencies, or improvements. Such suggestions are advisory only. The final decision and responsibility remain with the Customer.
5.5 The Customer shall not use the Services as the sole basis for safety-critical, security-critical, legal, regulatory, or production-release decisions without appropriate human expert review.
5.6 CARNIQ does not provide legal, regulatory, certification, audit, homologation, functional safety, cybersecurity approval, or assessment-body services unless expressly agreed in a separate written agreement.
5.7 Where carAISuite references standards, methods, industry practices, or compliance frameworks, such references are intended to support engineering work and do not constitute a guarantee of compliance.
6. Customer Data and Uploaded Documents
6.1 The Customer retains all rights, title, and interest in Customer Data. CARNIQ does not claim ownership of Customer Data.
6.2 The Customer grants CARNIQ a limited, non-exclusive, non-transferable right to host, process, transmit, display, analyze, transform, and otherwise use Customer Data solely to provide, secure, maintain, support, and improve the Services for the Customer, unless otherwise agreed in writing.
6.3 CARNIQ will not sell Customer Data.
6.4 CARNIQ will not use Customer Data to train, fine-tune, or improve public or general-purpose AI models unless the Customer has expressly agreed to such use in writing.
6.5 CARNIQ may use aggregated, anonymized, or statistical usage data that does not identify the Customer, Authorized Users, projects, products, end customers, or confidential technical content for product improvement, security, analytics, capacity planning, and business reporting.
6.6 CARNIQ personnel will access Customer Data only where reasonably necessary to provide support, troubleshoot issues, perform agreed Professional Services, investigate security incidents, comply with legal obligations, or as otherwise authorized by the Customer.
6.7 The Customer is responsible for ensuring that Customer Data is accurate, lawful, properly classified, and suitable for processing through the Services.
7. Standards, OEM Documents, and Third-Party Materials
7.1 The Customer may upload, process, or analyze standards, norms, customer specifications, OEM requirements, internal guidelines, supplier documents, project documents, or other third-party materials only if the Customer has all necessary rights, licenses, permissions, and authorizations to do so.
7.2 All intellectual property rights in third-party materials remain with the respective rights holders.
7.3 CARNIQ acts as a technical service provider and does not verify whether the Customer has the right to upload, process, transform, or analyze specific documents.
7.4 The Customer shall not upload documents or materials where such upload or processing would breach copyright, database rights, confidentiality obligations, license terms, export-control rules, trade-secret obligations, customer restrictions, or applicable law.
7.5 The Customer shall indemnify CARNIQ against third-party claims arising from Customer Data, uploaded documents, or the Customer’s lack of rights to process such materials through the Services.
8. Confidentiality
8.1 Each party shall keep confidential all non-public business, technical, financial, commercial, product, security, customer, project, and other confidential information received from the other party.
8.2 Customer Data, engineering documents, requirements, specifications, architecture documents, test documents, project data, and uploaded materials shall be treated as the Customer’s Confidential Information.
8.3 Confidential Information may be used only for the purpose of performing the contract.
8.4 The confidentiality obligation does not apply to information that:
a. is or becomes publicly known without breach of these Terms;
b. was already lawfully known to the receiving party;
c. is lawfully received from a third party without confidentiality restriction;
d. is independently developed without use of the disclosing party’s Confidential Information; or
e. must be disclosed by law, court order, or authority, provided that the receiving party gives prior notice where legally permitted.
8.5 Confidentiality obligations shall survive termination of the contract for a period of five years, or longer where required by law or where the information constitutes a trade secret.
9. Data Protection
9.1 To the extent CARNIQ processes personal data on behalf of the Customer, the parties shall enter into a data processing agreement in accordance with Article 28 GDPR.
9.2 The Customer is responsible for determining whether personal data is included in Customer Data and for ensuring a lawful basis for such processing.
9.3 The Customer shall avoid uploading unnecessary personal data, special categories of personal data, or employee-sensitive data unless required for the agreed use case and permitted by law.
9.4 CARNIQ shall implement appropriate technical and organizational measures to protect personal data, taking into account the nature, scope, context, and purposes of processing.
9.5 Details on CARNIQ’s processing of personal data as controller are set out in CARNIQ’s Privacy Policy.
10. Security
10.1 CARNIQ shall maintain commercially reasonable technical and organizational measures to protect the Services and Customer Data against unauthorized access, accidental loss, destruction, alteration, or disclosure.
10.2 The Customer is responsible for:
a. maintaining secure systems, devices, browsers, and networks;
b. protecting access credentials;
c. ensuring that Authorized Users do not share accounts;
d. assigning appropriate access rights;
e. promptly removing access for users who no longer require it;
f. ensuring lawful and secure use of integrations; and
g. notifying CARNIQ without undue delay of suspected unauthorized access or security incidents.
10.3 CARNIQ may suspend access to the Services where necessary to prevent security risks, misuse, unlawful activity, or harm to CARNIQ, the Customer, other customers, or third parties.
11. Authorized Users and Account Administration
11.1 The Customer may allow only Authorized Users to access the Services.
11.2 Unless otherwise agreed, user accounts are named-user accounts and may not be shared between multiple individuals.
11.3 The Customer is responsible for all activity under its Account and for ensuring that Authorized Users comply with these Terms.
11.4 The Customer shall provide accurate account, billing, and contact information and keep such information up to date.
11.5 CARNIQ may rely on instructions from the Customer’s designated administrative, commercial, or technical contact unless CARNIQ has reason to believe such instruction is unauthorized or unlawful.
12. Acceptable Use
12.1 The Customer shall not, and shall ensure that Authorized Users do not:
a. use the Services unlawfully or in breach of these Terms;
b. upload malware, viruses, harmful code, or malicious content;
c. attempt to gain unauthorized access to systems, data, accounts, or networks;
d. interfere with or disrupt the Services;
e. reverse engineer, decompile, disassemble, copy, or derive source code or underlying models, except to the extent mandatory law permits;
f. use the Services to develop, train, benchmark, or improve a competing product or service without CARNIQ’s written consent;
g. resell, sublicense, rent, lease, distribute, or make the Services available to third parties as a standalone service;
h. use the Services to process content that infringes third-party rights;
i. use the Services for unlawful surveillance, discrimination, harassment, or harmful purposes;
j. circumvent usage limits, Credits, technical restrictions, or security controls;
k. use automated scraping, bots, or load-testing tools without CARNIQ’s prior written consent;
l. upload export-controlled, classified, military, defense-sensitive, or government-restricted data unless expressly agreed in writing and technically enabled for such use; or
m. use the Services in a manner that creates excessive load, security risk, legal risk, or operational risk.
12.2 The Customer shall not use the Services for private, household, consumer, or non-professional purposes.
13. Credits, Usage Limits, and Fair Use
13.1 carAISuite may be offered under a hybrid pricing model consisting of subscription fees, included Credits, add-on Credits, usage-based fees, user-based fees, project-based fees, pilot fees, or Professional Services fees.
13.2 Credits may be consumed when the Customer uses AI Features, document analysis, generation workflows, review workflows, integrations, exports, or other usage-based functionality.
13.3 The number of included Credits, additional Credit pricing, expiry, rollover rules, usage limits, and billing model shall be specified in the applicable Order Form or product plan.
13.4 If available Credits are insufficient for a requested task, carAISuite may:
a. prevent the task from starting;
b. stop or pause the task;
c. process only part of the task;
d. request the purchase of additional Credits;
e. downgrade the task scope; or
f. require CARNIQ approval for continued processing.
13.5 CARNIQ is not responsible for incomplete processing caused by insufficient Credits, exceeded usage limits, unsupported file formats, excessive file size, third-party provider limits, or Customer-side technical restrictions.
13.6 Credits are not legal tender, have no cash value, and are non-refundable unless expressly agreed in writing or required by mandatory law.
13.7 CARNIQ may apply fair-use restrictions to protect service quality, security, platform stability, and economic viability for all customers.
13.8 CARNIQ may monitor usage for billing, security, misuse prevention, capacity planning, and compliance with these Terms.
14. Subscription Plans, Fees, and Payment
14.1 The Customer shall pay all fees specified in the applicable Order Form.
14.2 Unless otherwise stated, all prices are net prices in euros and exclusive of VAT, withholding taxes, duties, bank charges, and similar charges.
14.3 Unless otherwise agreed, invoices are payable within 30 days from the invoice date.
14.4 For monthly subscriptions, fees are payable monthly in advance. For annual subscriptions, fees are payable annually in advance.
14.5 Professional Services may be billed on a fixed-price, time-and-materials, milestone, retainer, pilot, or other agreed basis.
14.6 If the Customer fails to pay overdue amounts after receiving a reminder and reasonable cure period, CARNIQ may suspend access to the Services until payment is received.
14.7 The Customer shall not withhold, reduce, or set off payments unless the counterclaim is undisputed or legally established.
14.8 CARNIQ may change prices for future renewal periods by providing reasonable prior notice.
14.9 If payment is made by credit card, direct debit, SEPA direct debit, bank transfer, or another agreed payment method, the Customer shall ensure that valid payment details and sufficient funds are available. The Customer shall bear reasonable costs caused by failed payments, chargebacks, returned direct debits, incorrect payment information, or unauthorized payment objections, unless caused by CARNIQ.
14.10 CARNIQ may issue invoices electronically by email or through an account portal. The Customer agrees to receive electronic invoices unless mandatory law requires otherwise.
14.11 Changes to Order Parameters, including users, modules, functionality, Credits, support level, integrations, deployment model, or Professional Services, may result in price adjustments. Unless otherwise agreed, increases take effect from activation of the additional scope, and reductions take effect from the next renewal period.
15. Term and Termination
15.1 The subscription term shall be specified in the applicable Order Form.
15.2 If no term is specified, the initial term shall be one month and shall automatically renew for successive one-month periods unless terminated by either party with 30 days’ notice before the end of the then-current term.
15.3 Annual subscriptions renew for successive one-year periods unless terminated with 30 days’ notice before the end of the then-current term, unless otherwise agreed.
15.4 Either party may terminate the contract for cause if the other party materially breaches the contract and fails to cure the breach within 15 days after written notice.
15.5 CARNIQ may terminate or suspend access immediately if the Customer:
a. materially breaches acceptable-use obligations;
b. infringes CARNIQ’s intellectual property;
c. creates a security risk;
d. uses the Services unlawfully;
e. fails to pay overdue fees after reminder; or
f. uploads content that exposes CARNIQ to material legal, security, or compliance risk.
15.6 Upon termination, the Customer’s right to access and use the Services ends.
15.7 Unless otherwise agreed, fees already paid are non-refundable.
15.8 Termination shall not affect payment obligations accrued before termination or provisions intended to survive, including confidentiality, intellectual property, liability, payment, data rights, indemnity, and governing law.
16. Data Return and Deletion
16.1 During the subscription term, the Customer may export Customer Data using available export functions, depending on the subscribed plan and technical availability.
16.2 After termination, CARNIQ may retain Customer Data for a limited period to allow export, comply with legal obligations, resolve disputes, or maintain backups.
16.3 Unless otherwise agreed or legally required, CARNIQ may delete Customer Data after expiry of the applicable retention period.
16.4 Backup copies may remain in secure backup systems for a limited period until overwritten in the ordinary course of backup cycles.
17. Professional Services
17.1 Professional Services are provided only if agreed in an Order Form or statement of work.
17.2 Unless expressly agreed otherwise, Professional Services are provided as services and not as a guarantee of a specific engineering, compliance, certification, audit, assessment, or commercial outcome.
17.3 The Customer shall provide timely access to relevant documents, tools, systems, stakeholders, decisions, and information required for CARNIQ to perform Professional Services.
17.4 Delays caused by missing Customer input, unavailable stakeholders, incomplete documents, late approvals, or changed scope may result in timeline changes and additional fees.
17.5 Work products created specifically for the Customer as part of Professional Services shall belong to the Customer after full payment, unless otherwise agreed. CARNIQ retains ownership of pre-existing tools, methods, templates, know-how, software, reusable components, libraries, workflows, prompts, and general expertise.
17.6 CARNIQ may reuse generalized knowledge, ideas, methods, templates, and experience gained during Professional Services, provided that CARNIQ does not disclose the Customer’s Confidential Information.
18. Integrations, File Exchanges, and Third-Party Systems
18.1 carAISuite may allow import, export, file exchange, API access, or integration with Third-Party Systems, including requirements-management tools, document systems, cloud services, authentication providers, engineering repositories, AI infrastructure providers, or other software tools.
18.2 Integrations and file exchanges may be available only for specific subscription plans, enterprise configurations, deployment models, pilots, or Professional Services packages.
18.3 The Customer is responsible for obtaining and maintaining all required licenses, accounts, permissions, API keys, access rights, endpoint information, user rights, and approvals for Third-Party Systems.
18.4 The Customer is responsible for the availability, operation, configuration, data quality, access rights, and lawful use of Third-Party Systems in its own environment.
18.5 CARNIQ is not responsible for Third-Party Systems, their availability, security, performance, pricing, terms, changes, errors, discontinued features, API limitations, rate limits, or data-handling practices.
18.6 Integrations may be used only for their intended purpose, namely the exchange, import, export, synchronization, or processing of engineering data between carAISuite and the specifically supported Third-Party System.
18.7 The Customer shall not use integrations, exports, or file-exchange functionality to resell, redistribute, commercialize, sublicense, or make carAISuite functionality or generated data available to third parties as a standalone or competing service.
18.8 CARNIQ may modify, restrict, suspend, or discontinue integrations, file exchanges, or related functionality if required due to third-party provider changes, security risks, legal requirements, technical limitations, excessive operational burden, or changes in third-party terms.
18.9 If a material integration or file-exchange functionality that was expressly included in a paid annual subscription is permanently discontinued for reasons within CARNIQ’s control and no reasonable alternative is provided, the Customer may be entitled to a reasonable pro-rata refund for the affected functionality, unless otherwise agreed in the Order Form.
19. Intellectual Property
19.1 CARNIQ and its licensors retain all rights, title, and interest in and to the Services, software, source code, object code, algorithms, models, workflows, templates, interfaces, designs, databases, Documentation, know-how, trademarks, trade names, and other intellectual property.
19.2 Subject to payment of applicable fees and compliance with these Terms, CARNIQ grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the subscription term for the Customer’s internal business purposes.
19.3 The Customer shall not copy, modify, distribute, sublicense, sell, rent, lease, disclose, reverse engineer, or create derivative works of the Services except as expressly permitted by these Terms or mandatory law.
19.4 The Customer retains ownership of Customer Data and, subject to Section 7, Output generated from Customer Data.
19.5 CARNIQ may use feedback, suggestions, ideas, or improvement requests provided by the Customer without restriction or compensation, provided that CARNIQ does not disclose the Customer’s Confidential Information.
19.6 Unless expressly agreed otherwise in the Order Form, the Customer’s right to use the Services is limited to the Customer’s own internal business purposes. Use by affiliated companies, group companies, subsidiaries, parent companies, joint ventures, external customers, suppliers, or third-party project partners is permitted only if expressly included in the applicable subscription plan or agreed in writing.
19.7 The Customer shall not make exports, generated artifacts, templates, automated workflows, AI-generated data structures, or other outputs from the Services available to third parties as a standalone commercial product, competing service, dataset, or reusable automation system. This does not prevent the Customer from using reviewed and approved engineering deliverables in its ordinary customer projects, provided such use is within the agreed subscription scope.
20. Output Rights and Responsibility
20.1 Subject to the Customer’s compliance with these Terms and payment obligations, the Customer may use Output for its internal business and engineering purposes.
20.2 The Customer is responsible for reviewing and validating Output before external use, customer delivery, project release, safety analysis, cybersecurity analysis, audit submission, assessment submission, or production use.
20.3 Output may be similar or identical for different customers where similar prompts, public information, industry standards, or common engineering practices are involved. CARNIQ does not guarantee exclusivity of Output.
20.4 CARNIQ does not guarantee that Output will not infringe third-party rights if the Customer Data, prompts, or uploaded documents infringe third-party rights or if the Customer uses Output outside the intended scope.
21. Beta Features, Pilots, and Design Partnerships
21.1 CARNIQ may provide beta features, pilot access, evaluation versions, proof-of-concept environments, or design-partner functionality.
21.2 Beta, pilot, and design-partner features may be incomplete, experimental, unstable, unavailable, modified, or discontinued at any time.
21.3 Unless expressly agreed otherwise, beta and pilot features are provided without warranty, service-level commitment, or production-readiness guarantee.
21.4 In a paid design partnership, the Customer may receive early access, workflow customization, feedback sessions, pilot support, or roadmap influence as agreed in the applicable Order Form. Such partnership does not transfer ownership of CARNIQ’s software, product roadmap, methods, or intellectual property.
22. Availability, Maintenance, and Support
22.1 CARNIQ will use commercially reasonable efforts to make the SaaS version of carAISuite available, secure, and reliable.
22.2 Unless a separate service-level agreement is agreed in writing, CARNIQ targets an annual average availability of 99% for the SaaS production environment of carAISuite. This target does not include unavailability caused by:
a. scheduled maintenance;
b. emergency maintenance;
c. force majeure;
d. Customer-side systems, internet connection, devices, browsers, networks, VPNs, firewalls, security tools, or misconfiguration;
e. Third-Party Systems or third-party infrastructure outside CARNIQ’s reasonable control;
f. misuse or breach of these Terms;
g. beta, pilot, test, proof-of-concept, sandbox, or design-partner environments;
h. suspension due to security, legal, or payment reasons; or
i. events outside CARNIQ’s reasonable control.
22.3 CARNIQ may perform maintenance, updates, upgrades, security patches, infrastructure changes, or operational changes. Where reasonably possible, planned maintenance that is expected to materially interrupt use during normal German business hours will be announced in advance by email, platform notice, or another reasonable communication channel.
22.4 CARNIQ may perform emergency maintenance without prior notice where necessary to protect security, data, infrastructure, customers, or service stability.
22.5 Unless otherwise agreed, support is available by email on German business days, excluding public holidays at CARNIQ’s registered office, between 09:00 and 17:00 Central European Time.
22.6 Malfunction reports received outside support hours may be treated as received on the following business day.
22.7 The Customer shall report malfunctions, suspected defects, lack of availability, or security issues without undue delay and shall provide reasonable information required for troubleshooting, including affected users, time of occurrence, screenshots, error messages, relevant files, workflow steps, browser or client version, and any relevant integration information.
22.8 CARNIQ may provide temporary workarounds where reasonable and may resolve the underlying issue later through updates, patches, configuration changes, or product improvements.
22.9 Unless expressly agreed in a separate service-level agreement, availability targets and support response times do not create service credits, penalty payments, or termination rights.
23. Customer Cooperation
23.1 The Customer shall cooperate reasonably with CARNIQ and provide all information, documents, access, approvals, and decisions required to provide the Services.
23.2 The Customer shall designate a competent contact person for commercial, technical, and project-related matters.
23.3 The Customer is responsible for the correctness, completeness, and quality of documents, requirements, specifications, architecture information, test artifacts, standards, and other input provided to CARNIQ or processed through carAISuite.
23.4 The Customer shall promptly notify CARNIQ of errors, suspected defects, misuse, security issues, or unauthorized access.
23.5 The Customer shall designate a qualified primary contact person and, where reasonably possible, a deputy contact person who are authorized to make technical, commercial, and project-related decisions necessary for the performance of the Services.
23.6 The Customer shall be responsible for the setup, configuration, administration, user management, role assignment, access rights, workspace structure, project structure, and internal use of the Services, even where CARNIQ provides onboarding or setup support.
23.7 The Customer shall ensure that its technical environment meets the requirements necessary to use the Services, including stable internet access, sufficient bandwidth and latency, supported browsers or client applications, permitted cookies or local storage where required, compatible file formats, appropriate endpoint security, and properly configured firewalls, VPNs, proxy settings, and identity-management systems.
23.8 CARNIQ is not responsible for restrictions, errors, delays, or unavailability caused by unsupported browsers, outdated client applications, insufficient bandwidth, Customer-side firewalls, VPNs, proxy settings, endpoint security tools, third-party browser extensions, or other Customer-side technical limitations.
23.9 The Customer shall maintain state-of-the-art IT security measures within its own organization and shall ensure that Authorized Users keep access credentials confidential, use secure devices and networks, and do not use shared accounts.
23.10 The Customer shall promptly notify CARNIQ of any suspected misuse, unauthorized access, loss of credentials, security incident, data-protection risk, malware issue, or other event that may affect the security, integrity, or availability of the Services.
24. Export Control and Restricted Data
24.1 The Customer shall comply with all applicable export-control, sanctions, customs, defense, dual-use, and trade-compliance laws.
24.2 The Customer shall not upload or process export-controlled, classified, military-sensitive, defense-restricted, ITAR-controlled, government-restricted, or similarly controlled data unless expressly agreed in writing and supported by CARNIQ’s technical and organizational setup.
24.3 The Customer represents that it is not subject to sanctions and will not use the Services in violation of applicable sanctions or export-control laws.
24.4 CARNIQ may refuse, suspend, or terminate processing where CARNIQ reasonably believes that data or usage may violate export-control, sanctions, or restricted-data obligations.
25. Warranties
25.1 CARNIQ warrants that it will provide the Services with reasonable skill and care.
25.2 The Customer warrants that:
a. it has authority to enter into the contract;
b. it has all rights required to upload and process Customer Data;
c. Customer Data does not infringe third-party rights or applicable law;
d. it will use the Services only for lawful business purposes; and
e. Authorized Users will comply with these Terms.
25.3 Except as expressly stated in these Terms or a written agreement, the Services are provided without any additional warranty.
25.4 CARNIQ does not warrant that the Services or Output will:
a. be uninterrupted, error-free, or always available;
b. meet every Customer requirement;
c. detect all defects, inconsistencies, gaps, or compliance issues;
d. ensure ASPICE, ISO 26262, ISO/SAE 21434, cybersecurity, safety, audit, homologation, or certification compliance;
e. be accepted by any OEM, Tier-1, assessor, auditor, authority, or certification body; or
f. be suitable as the sole basis for production, safety, security, legal, or compliance decisions.
26. Liability
26.1 CARNIQ shall be liable without limitation for intent, injury to life, body, or health, and liability under the German Product Liability Act.
26.2 In cases of gross negligence, CARNIQ shall be liable in accordance with statutory law. To the extent legally permissible, liability for gross negligence shall be limited to foreseeable, contract-typical damages.
26.3 In cases of slight negligence, CARNIQ shall be liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment enables proper performance of the contract and on whose compliance the Customer may regularly rely.
26.4 Insofar as CARNIQ is liable and such liability may be limited under applicable law, CARNIQ’s total liability shall be limited to the coverage amount of CARNIQ’s liability insurance, namely:
a. for personal injury: EUR 5,000,000; and
b. for property damage: EUR 5,000,000.
26.5 Where the damage is not covered by CARNIQ’s liability insurance, or where the insurance coverage amount is not applicable, CARNIQ’s total aggregate liability for all claims arising out of or in connection with the contract shall, to the extent legally permissible, be limited to the fees paid by the Customer to CARNIQ under the relevant Order Form in the 12 months preceding the event giving rise to liability.
26.6 CARNIQ shall not be liable for indirect damages, consequential damages, loss of profit, loss of revenue, loss of production, loss of business opportunity, loss of goodwill, loss of anticipated savings, or damages caused by business interruption, except where liability cannot be limited under mandatory law.
26.7 CARNIQ shall not be liable for damages caused by:
a. Customer Data or incorrect input;
b. Customer’s failure to review or validate Output;
c. use of Output without qualified human review;
d. third-party systems or third-party providers;
e. Customer-side infrastructure, networks, devices, or access management;
f. use outside the agreed scope;
g. insufficient Credits or exceeded usage limits;
h. unauthorized account access caused by the Customer or Authorized Users; or
i. changes in laws, standards, OEM requirements, or assessment practices after Output was generated.
26.8 The limitations of liability shall also apply to CARNIQ’s directors, employees, contractors, agents, suppliers, and subcontractors.
27. Indemnification
27.1 The Customer shall indemnify and hold harmless CARNIQ against claims, damages, losses, liabilities, costs, and expenses arising from:
a. Customer Data;
b. infringement of third-party rights by uploaded documents or materials;
c. Customer’s unlawful use of the Services;
d. Customer’s breach of these Terms;
e. Customer’s violation of export-control, confidentiality, or data-protection obligations; or
f. use of Output without proper review or outside the intended scope.
27.2 CARNIQ shall promptly notify the Customer of any claim and reasonably cooperate in the defense. The Customer shall not settle any claim in a way that imposes obligations on CARNIQ without CARNIQ’s prior written consent.
28. References and Marketing
28.1 CARNIQ may use the Customer’s name and logo as a customer reference only if agreed in the applicable Order Form, statement of work, email approval, or other written consent.
28.2 Any public case study, press release, testimonial, or detailed project reference requires prior written approval by the Customer.
29. Changes to the Terms and Services
29.1 CARNIQ may amend these Terms where necessary due to changes in law, product functionality, security requirements, business models, third-party provider terms, or operational requirements.
29.2 CARNIQ shall notify Customers of material changes with reasonable prior notice.
29.3 If the Customer objects to material changes, either party may terminate the affected Services at the end of the then-current subscription term, unless the change is required by law, security, or third-party provider requirements.
29.4 Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, unless mandatory law requires a different process.
29.5 CARNIQ will notify the Customer of material changes to these Terms with reasonable notice, normally at least four weeks before the planned effective date, unless shorter notice is required for legal, security, technical, or third-party provider reasons.
29.6 The Customer may object to material changes in text form within two weeks after receiving the change notice. CARNIQ will inform the Customer of the objection right, objection period, and consequences of not objecting in the change notice.
29.7 If the Customer does not object within the objection period and continues using the Services after the effective date, the changes shall be deemed accepted to the extent legally permissible.
29.8 If the Customer objects in due time, the contract shall continue under the previous terms until the end of the then-current subscription period. In such case, CARNIQ may terminate the affected Services with one month’s notice to the end of the next service period, unless the change is required by law, security, or third-party provider requirements.
29.9 CARNIQ may reasonably adjust prices for future renewal periods to reflect increased personnel costs, infrastructure costs, third-party provider costs, AI model costs, hosting costs, security costs, regulatory costs, or expanded functionality. CARNIQ shall notify the Customer of such price adjustments in advance. Price changes do not apply to periods already fully paid, unless otherwise agreed.
30. Force Majeure
CARNIQ shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, labor disputes, epidemics, pandemics, power failures, internet failures, cloud-provider outages, cyberattacks, governmental actions, regulatory restrictions, or other force-majeure events.
31. Assignment
31.1 The Customer may not assign or transfer rights or obligations under the contract without CARNIQ’s prior written consent.
31.2 CARNIQ may assign or transfer the contract to an affiliate, successor, acquirer, or purchaser of substantially all assets or business related to the Services.
32. Severability
If any provision of these Terms is invalid or unenforceable, the remaining provisions shall remain valid. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic and legal purpose of the original provision.
33. No Waiver
Failure to enforce a provision of these Terms shall not constitute a waiver of that provision or any other rights.
34. Electronic Communication
The parties may communicate electronically, including by email. Notices to CARNIQ may be sent to: info@carniq.ai, unless another contact address is specified in the Order Form.
35. Governing Law and Jurisdiction
35.1 These Terms and all contracts between CARNIQ and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
35.2 Exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Munich, Germany, to the extent legally permissible.
36. Contact
For questions regarding these Terms, please contact:
CARNIQ Technologies GmbH
Orionstrasse 4
85716 Unterschleissheim
Germany
Email: info@carniq.ai