Soma1. Parties, scope and acceptance
These terms are offered by EUTS UG (haftungsbeschränkt), identified in the Impressum, for business customers using SomaHQ. “Customer” is the organisation entering an order; “authorised users” are people it permits to access its service. These terms take effect when an order or other express agreement incorporates this version. Merely browsing the website does not start a paid subscription or accept product processing terms.
An order must define services, modules, deployment, price, taxes, payment, term, renewal, cancellation, onboarding and support. Section 6 specifies the hosted self-service invoice subscription terms; separately negotiated deployments retain their agreed commercial schedule. Marketing examples and roadmap items are illustrative; they are not a promise of availability. No free trial, card collection, automatic renewal period or consumption allowance is created by this page.
2. Documents and precedence
Applicable mandatory law and executed transfer clauses prevail. For personal-data protection, the DPA prevails over conflicting commercial terms; other contract documents cannot reduce mandatory processor obligations. Otherwise individually negotiated terms prevail, then the order, these terms and incorporated schedules. The AUP, AI terms, responsibility schedule, SLA and exit terms apply to their agreed scope.
3. Service and customer responsibilities
EUTS will provide the agreed service with reasonable professional care. The customer must protect credentials, administer users promptly, use the service lawfully, provide accurate implementation instructions and assess its industry requirements. EUTS remains responsible for its own legal and contractual duties. A deployment is not automatically certified, approved for a regulated sector or suitable for special-category personal data.
EU private cloud, on-premises and hybrid options allocate responsibilities differently. Availability, backup, patching, remote support, integrations and recovery must be recorded in the deployment schedule. No third-party AI API or transfer outside the agreed region may be added to customer-data processing without the applicable approval and safeguards.
4. Customer data and intellectual property
The customer retains its rights in customer records, documents and other supplied data. It grants EUTS only the rights necessary to deliver, secure and support the agreed service on documented instructions. EUTS may not sell that data, use it for unrelated advertising or train shared models with it. Organisation-specific fine-tuning requires a separate documented instruction and remains within the agreed environment.
EUTS and its licensors retain rights in their software and documentation. The customer receives the use rights specified in its order for the agreed term and users. Mandatory rights, including lawful interoperability and statutory exceptions, remain unaffected. Feedback may be used to improve the service, without authorising disclosure of confidential information or customer data.
5. Confidentiality and privacy
Each party must protect non-public information received from the other with reasonable care, use it only for the agreement and restrict disclosure to people bound by appropriate confidentiality duties. This does not cover information already lawfully known, public without breach, independently developed or lawfully received from another source. Legally compelled disclosure must be limited and notified where lawful. These duties continue while information remains confidential. Personal-data duties are governed by the DPA; EUTS’s own controller activities are described in the privacy notice.
6. Subscription order, invoicing and fees
For SomaHQ self-service invoice subscriptions, the accepted order records the plan, monthly or annual cadence, licensed seats, EUR net unit prices and net totals, the applicable VAT and tax treatment described below, trial length and end, first invoice issue and due dates, subsequent billing schedule, discounts and storage terms. Net prices exclude applicable VAT and other legally payable taxes. Finance determines the legally applicable tax treatment from the billing details and applicable rules when issuing the actual invoice through Qonto; that invoice shows any tax rate and amount, any required exemption or reverse-charge information, and the final amount payable. If tax has not yet been determined at signup, the quote and acceptance record state that status; they do not represent it as zero tax or present a tax-inclusive final total. The customer must see and expressly accept the final net subscription quote plus this tax treatment before subscribing. The acceptance record identifies the document version, immutable document hash, accepted net quote and tax status, authorised actor and acceptance timestamp. No paid subscription is created by viewing this page.
Payment is by invoice and bank transfer, with fixed Net 15 terms: payment is due 15 calendar days after the actual invoice issue date. SomaHQ prepares a billing worksheet; it is not a tax invoice. Finance issues the actual invoice through Qonto and records its number, issue date and due date. A worksheet or scheduled date alone does not start the payment deadline. Card/Stripe payment is not offered for these subscriptions; SEPA direct debit is unavailable until separately enabled and expressly authorised. No mandate is inferred from acceptance of these terms.
The accepted order states any free trial in calendar days, whether it converts to a paid subscription, and the first paid service period. No fee is due for trial service. Monthly subscribers may give cancellation notice at any time in the application or to contact@euts.ai; cancellation takes effect at the end of the current paid monthly period, with no further monthly renewal. Cancellation before trial expiry prevents paid conversion. Annual subscriptions cover a prepaid 12-month term. The accepted quote and subscription settings must show the exact service start, renewal date and exact end date and time of the paid term, including the applicable timezone. The customer may cancel renewal at any time during that term; cancellation stops the next renewal and access continues until the displayed exact end of the paid 12-month term. SomaHQ generally does not refund unused prepaid time when the customer cancels renewal. This rule does not limit mandatory refund, termination or other legal rights, or any individually agreed refund entitlement. Questions and requests for an exception may be sent to support/billing at contact@euts.ai for case-by-case review; an exception is not guaranteed.
6.1 Seats, proration and discounts
Seat additions and reductions are effective-dated and shown separately on the next worksheet. For changes during a paid service period, the debit or credit equals the accepted per-seat period price multiplied by the seat change and the remaining fraction of that period (effective UTC calendar day inclusive to period end exclusive, divided by the actual number of calendar days in that period). No charge precedes added-seat availability; a reduction produces a credit for unused seat time from its effective date, without changing an annual service commitment. A seat adjustment credit is separate from a refund for cancellation of the annual subscription; the no-refund rule for unused prepaid time does not cancel an earned seat credit, billing correction or mandatory remedy. Credits offset the next invoice; unused credits on termination are settled in the final account. Monetary line amounts are rounded to EUR cents after calculation; the order and worksheet distinguish the net amounts and tax status; determined taxes are shown separately on the actual Qonto invoice. Disputed or duplicate charges must be corrected.
A promo or affiliate customer discount applies only to the eligible lines, percentage or EUR amount, start date and number of billing months stated in the accepted quote. A billing month is a calendar-month anniversary interval from paid-service start; annual invoices must allocate a timed discount only to the eligible months, rather than extending it to the entire year. The order shows expiry and the subsequent undiscounted price. Discounts do not stack unless expressly quoted, do not extend on seat changes and do not reduce the underlying guaranteed unit price. Affiliate remuneration is separate from the customer's discount.
6.2 Initial unit-price guarantee and subsequent review
The accepted underlying per-seat unit price is guaranteed for 12 months from paid-service start. This is a price guarantee, not a minimum subscription commitment: monthly cancellation remains available throughout. Changing seats changes the total at the same guaranteed unit price; an expressly timed discount may expire as quoted. Agreed storage allocation, taxes and separately accepted scope changes are distinct from this guarantee. No retrospective price change or mid-period repricing is permitted.
After that guarantee, a cost-based unit-price review may take effect no more than once in any 12 months, only at the start of a subsequent billing period (for annual subscriptions, at renewal). This mechanism applies only if the accepted order discloses a baseline cost schedule: EUR per licensed seat for hosting infrastructure for the seat service (excluding storage already charged under section 6.3), service personnel and third-party service licences, their percentage weights in the unit price, the residual fixed margin, the baseline observation date, the exact baseline 12-month observation period and each objectively verifiable cost source. A missing schedule means there is no unilateral increase under this clause; a new price requires express agreement. Inflation alone or a discretionary target of 3–5% does not authorise an increase.
For each review, compare like-for-like per-seat costs over the 12 complete months preceding the review with the baseline period (then the previous review period), holding service scope and allocation method constant. Let P be the current underlying unit price, C the sum of increases minus all decreases in those disclosed per-seat cost components, and I the positive percentage change in the German all-items Consumer Price Index published by Destatis between the corresponding final months. The permitted increase is the smallest of C, P × I and P × 5%, and is zero unless all are positive. No increase may expand the margin or recover previously capped or forgone increases. Cost reductions must offset increases; when C is negative, EUTS must reduce the price by that net per-seat reduction (subject only to a zero price floor), with no 5% limit on reductions. If the index or verifiable cost evidence is unavailable, no increase is permitted.
EUTS must give at least 60 calendar days' direct advance notice of an increase, specifying the old and new prices, effective date, disclosed components, comparison periods, evidence, calculation and cancellation route. The customer may cancel without an increase-related charge before the effective date, effective immediately before the increase, including at annual renewal. If notice is late, the increase is deferred to an eligible later period. Reductions apply at the next eligible review boundary without requiring a customer request; EUTS provides the calculation. Publication alone does not amend a contract. Mandatory rights and individually negotiated protections prevail. Other price or scope changes require express agreement.
6.3 SomaHQ storage allocation
For hosted invoice subscriptions incorporating this version, storage usage is the sum of bytes attributed to the tenant's PostgreSQL database schema (including its tables and indexes) and the current objects under the tenant's exact file-bucket prefix. Deleted/non-current object versions, provider backups and shared infrastructure are excluded from file usage; database space remains counted while physically attributed to the schema. One GB means exactly 1,000,000,000 bytes. A complete, timestamped measurement is taken when preparing each monthly storage billing worksheet; this is not continuous upload metering. The record shows database bytes, bucket bytes, combined bytes, measurement time and resulting allocation. Incomplete measurement blocks finalisation of the storage charge; it must not be estimated.
20 GB storage allowance included with the subscription. This allowance covers combined measured database and current file storage, rather than a separate allowance for each. When combined measured usage exceeds 20 GB at billing time, each started additional 10 GB allocation block adds €5 net per month, rounded up. The customer need not consume the whole allocated block for that block charge to apply: blocks = max(0, ceil((combined bytes − 20,000,000,000) / 10,000,000,000)); allocation = 20 GB + blocks × 10 GB. Exactly 20 GB costs €0 extra; 22 GB measured usage means a 30 GB storage allowance and €5 per month extra; exactly 30 GB costs €5; 30 GB plus one byte costs €10. Applicable VAT and other legally payable taxes are determined and shown separately on the actual Qonto invoice as described in section 6.
The complete measurement sets the tier prospectively for the next monthly storage service period shown on the worksheet. Higher and lower tiers take effect only at that period boundary, never retrospectively or mid-period; deletions after measurement affect the next complete measurement and subsequent period. There is no daily storage proration or historical peak surcharge. For annual seat subscriptions storage is still measured and charged monthly, with the first monthly storage boundary and its issue/due dates disclosed in the accepted order. Before a first complete measurement, only the included allocation is chargeable; no later back-charge is allowed. The accepted quote and each worksheet show the applicable allocation, €5 block rate and period. Changing this storage rate requires express agreement; the unit-price review above does not automatically alter it.
7. Suspension and termination
EUTS may restrict access to the extent necessary for a serious security threat, unlawful use, a material contractual breach or a binding legal requirement. Where practicable it will notify the customer, state the reason, allow a reasonable cure period and restore access promptly when the cause ends. Urgent action may precede notice where delay would create harm or breach law. Suspension must be proportionate and must not obstruct lawful data retrieval unnecessarily.
For hosted self-service invoice subscriptions, ordinary cancellation and renewal follow section 6 and the disclosed paid-period end. Other orders specify their ordinary expiry, renewal and notice periods. Paid-period access does not limit any mandatory retrieval or switching right under the exit terms. Either party retains termination rights for material breach and compelling cause under applicable law. The exit process applies when the service ends. Fees already earned, confidentiality, data-protection duties and provisions needed to settle the agreement survive.
8. Defects and liability
Agreed specifications and applicable statutory remedies govern defects. AI output may be incomplete or incorrect and requires appropriate review; this does not excuse a breach of an agreed service obligation. A preview must be expressly identified before use and is not approved for a critical workflow merely because it is accessible.
EUTS has unlimited liability for intent, gross negligence, injury to life, body or health, fraud, an expressly assumed guarantee and liability that cannot lawfully be limited, including applicable product liability. For ordinary negligence, EUTS is liable for breach of an essential contractual obligation, limited to foreseeable loss typical of the agreement. Other ordinary-negligence liability is excluded only to the extent permitted by law. These terms do not limit data subjects’ rights under Article 82 GDPR or mandatory switching and consumer rights. An SLA credit is not an exclusion of mandatory remedies.
9. Law, disputes and notices
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods to the extent applicable. A competent German court may be specified in an order only where legally permitted. These terms do not impose US law or a foreign arbitration requirement. Mandatory protections applicable to a party remain unaffected.
Legal notices and requests for a signed agreement go to contact@euts.ai or the registered contact address in the Impressum. EUTS must notify existing customers directly of proposed material contract changes through the agreed channel. Publication alone does not amend an existing agreement. If a provision is invalid, applicable statutory law governs that issue and the remaining valid terms continue.
SomaHQ · EUTS UG (haftungsbeschränkt)
contact@euts.ai · Legal hub