Terms and conditions

§ 1 Scope

(1) These terms govern every contract concluded through the online shop at simosphereai.com between SIMO GmbH ("we") and you as the customer.

(2) A consumer under section 13 of the German Civil Code is anyone entering into the contract for purposes predominantly outside their trade, business or profession. A business under section 14 is anyone acting in the course of such an activity.

(3) The version in force is the one shown on this page when you place your order. We store it with your order and send it to you with the order confirmation.

(4) A business customer's own terms do not become part of the contract unless we expressly agree to them in text form.

(5) Consulting engagements that cannot be booked through the shop are governed by our terms for consulting engagements. These shop terms do not apply to them.

§ 2 What we offer

Products

• Agent BOX: pre-configured computers (Mini, Pro, Max) shipping with SIMO OS and SIMOSphere AI installed. One-time purchase price.
• Agent BOX Cloud: the same environment as a service, with no device. Monthly subscription.
• Software plans: subscriptions that give you access to the SIMOSphere AI platform.
• Token packages: processing capacity for AI requests, bought once.

Services around the products

• Setup: commissioning in your environment, remotely or on site.
• Tailoring: configuring the AI teammates to your data and your processes.
• Integration: connecting existing systems through MCP connectors.
• Care: monitoring, updates and tuning while the system runs.
• Training: courses for users, administrators and executives.

What exactly is included appears in the description of each offer in the shop. Those descriptions are not a binding offer; they invite you to make one.

§ 3 How the contract comes about

Applies once the shop opens. As long as no checkout is reachable on simosphereai.com, no order can be placed through this website. The paragraphs below describe the checkout as it will run once the shop opens. The reservation at the top of these terms explains what that means.

(1) You make a binding offer by completing the checkout and pressing the button labeled "Order with obligation to pay". In the German checkout the same button reads "Zahlungspflichtig bestellen".

(2) Directly above that button you see once more the main characteristics of what you are buying, the total price including all taxes and additional charges and, for subscriptions, the term and the cancellation conditions (section 312j (2) of the German Civil Code).

(3) Before you submit, the order summary lets you review every entry and correct it with the usual keyboard and mouse controls.

(4) The contract comes about when we accept your offer. We do so by a separate confirmation in text form, by delivering the goods, or by opening your access. The automatic acknowledgment of receipt sent right after your order is not yet an acceptance.

(5) We store the text of the contract. You receive it by email together with these terms and the withdrawal notice (Article 246c no. 3 of the Introductory Act to the German Civil Code).

(6) The contract can be concluded in German or in English.

§ 4 Prices and payment

(1) All prices are total prices. They include statutory VAT and every other price component. Shipping costs are shown separately before you order.

(2) We may display net prices to business customers. Consumers always see the gross price first and foremost (section 3 of the German Price Indication Ordinance).

(3) Payment runs through the methods offered at checkout. Which ones those are is shown before you submit your order.

(4) Subscriptions are paid monthly in advance. Where payment in advance is agreed for a purchase, we deliver once the money has arrived.

(5) We announce price changes to running subscriptions at least six weeks beforehand in text form. You may then cancel the contract with effect from the date the change would take hold; if you do not cancel, the new price applies. We point out that right expressly in the announcement. Token packages already paid for and hardware already ordered are not affected by price changes.

§ 5 Delivery, shipping costs and timing

(1) We make digital services available immediately after the contract is concluded, or immediately after payment arrives where payment in advance was agreed.

(2) Hardware ships within five to ten working days unless the item says otherwise. We deliver within the European Union. This provision applies once the shop opens; see the reservation at the top of these terms.

(3) Shipping costs are stated at every item and again in the order summary. Digital services carry no shipping cost.

(4) If a delivery is delayed by more than 14 working days, we tell you promptly in text form. If we cannot deliver at all, we refund any amount already paid in full and without delay. Your statutory rights are unaffected.

(5) Where goods are shipped to a consumer, the risk of accidental loss passes only when the goods are handed over to you (section 475 (2) of the German Civil Code).

§ 6 Retention of title

(1) Hardware remains our property until it is paid for in full.

(2) Towards business customers we retain title until every claim arising from the ongoing business relationship has been settled.

(3) Taking goods back because of late payment requires us to withdraw from the contract; we declare any such withdrawal separately.

§ 7 Term and cancellation of subscriptions

(1) Whether a subscription carries a minimum term, and how long it runs, is stated at each plan during checkout and again directly above the order button. It never exceeds 24 months. Where no minimum term is stated, the contract runs for an indefinite period.

(2) Once a minimum term has run out, the contract continues for an indefinite period. You may then cancel at any time with one month's notice (section 309 no. 9 (b) of the German Civil Code). No new fixed term begins.

(3) Within a minimum term you can cancel with one month's notice to the end of that term. We remind you in text form at least 30 days before it expires.

(4) Cancellation page. Contracts concluded through this website can be ended at any time through our cancellation page. It sets out everything a cancellation by email or by mail needs. The page is linked in the footer of every page, requires no sign-in and costs you nothing. We confirm receipt without delay in text form, stating the date and time and the date on which the contract ends.

(5) You can also send the cancellation to us directly, without going through the cancellation page: by email to [email protected] or by mail to SIMO GmbH, Würzburger Str. 152, 63743 Aschaffenburg, Germany. No particular form is required; text form is enough.

(6) Either side may still terminate for good cause; that right is untouched.

(7) Access to the platform ends with the contract. You keep access to the data export function for another 30 days. Tokens already paid for but not used do not expire. We refund the amount attributable to them at your request.

§ 8 Consumer right of withdrawal

If you are a consumer, you have a statutory right of withdrawal. How to exercise it, what follows from a withdrawal, who bears the return costs and when the right exceptionally does not exist is set out in full in our withdrawal notice. It also contains the official model withdrawal form.

For digital content we obtain your express consent to an early start and your acknowledgment that you thereby lose the right of withdrawal separately at checkout, with nothing pre-ticked.

§ 9 Liability for defects

(1) Statutory liability for defects applies. For new hardware sold to consumers, claims become time-barred two years after delivery.

(2) We bear the cost of remedying a defect, in particular transport, travel, labor and materials (section 439 (2) of the German Civil Code). We provide a shipping label for returning a defective device; that undertaking applies once the shop opens (see the reservation at the top of these terms). Our statutory duty under section 439 (2) of the German Civil Code to bear every cost of remedying a defect stands independently of it and without any reservation.

(3) There is no defect where you caused the damage yourself, for instance by dropping the device, spilling liquid or using an unsuitable power supply. This clarification does not narrow your statutory rights; whether a defect exists is determined by law alone.

(4) You may upgrade memory and storage yourself. Your statutory rights remain untouched, unless the defect stems from the upgrade.

(5) Digital products are additionally governed by sections 327 ff. of the German Civil Code, notably our duty to supply the agreed updates for the duration of the contract.

(6) We give a guarantee only where we expressly describe it as one. Manufacturers' guarantees from third parties are unaffected.

§ 10 Software licenses

(1) You receive a non-exclusive, non-transferable right to use the software for the term of the contract and to the agreed extent. Where you buy an Agent BOX, the right to use the pre-installed software on that device is not limited in time.

(2) You may not hand credentials to third parties outside your organization, remove copyright notices, or resell access as a service of your own without a separate agreement.

(3) Reverse engineering, decompilation and decryption are prohibited except where sections 69d and 69e of the German Copyright Act permit them. Your statutory powers, in particular to achieve interoperability, remain untouched.

(4) SIMO OS and SIMOSphere AI use open source components. Their licenses take precedence over these terms; we name them on request and keep them available on the device.

§ 11 Availability, updates and data export

(1) We commit to 99.5 percent platform availability measured across the year. Planned maintenance windows are announced at least 48 hours in advance and do not count as downtime.

(2) We supply security updates for SIMO OS for at least five years from the hardware purchase; this provision applies once the shop opens (see the reservation at the top of these terms), and the period starts with your purchase in any event. For the platform we supply security updates throughout the contract. We announce the end of support at least twelve months beforehand.

(3) You can export your data yourself at any time in a common, machine-readable format.

(4) Agent BOX Cloud runs in data centers inside the European Union. Your content does not leave the Union.

§ 12 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealing a defect, to the extent of any guarantee we have given, and under the German Product Liability Act.

(2) Where we slightly negligently breach a duty whose fulfillment makes proper performance of the contract possible in the first place and on whose observance you may regularly rely, our liability is limited in amount to the foreseeable damage typical for this kind of contract.

(3) Otherwise our liability for slight negligence is excluded.

(4) For loss of data our liability under the paragraphs above is limited to the effort that would have been required had backups been made regularly and in a manner appropriate to the risk.

§ 13 Data protection

Which personal data we process, why, on what legal basis, who receives it and how long it stays is set out in our own privacy policy for simosphereai.com. That policy expressly covers customer accounts, orders and payment.

§ 14 Accessibility

We provide this service in line with the requirements of the German Accessibility Strengthening Act. Which requirements we meet, where limitations remain, how to report a barrier to us and which bodies handle conciliation and market surveillance is set out in our accessibility statement. It forms part of these terms (section 14 BFSG).

§ 15 Consumer dispute resolution

We are neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board (section 36 (1) VSBG). Please bring a complaint straight to us. We answer every one.

§ 16 Export control and sanctions

(1) If you export delivered hardware out of the European Union, you must comply with the applicable export rules.

(2) We do not supply persons or companies listed on a sanctions list of the European Union or the United States.

§ 17 Changes to these terms

(1) If we want to change these terms for a continuing contract, we offer you the change in text form at least six weeks in advance. Without your agreement the previous version stays in force. Your silence does not count as agreement.

(2) If you do not agree and continuing on the old terms is unreasonable for us, we may terminate the contract with effect from the date the change was to take hold. We point this out in the offer.

(3) For contracts you conclude anew, the version published at that time applies.

§ 18 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a consumer habitually resident in another EU member state, the mandatory consumer protection rules of that state remain untouched.

(2) The place of jurisdiction is Aschaffenburg if you are a merchant, a legal person under public law or a special fund under public law. For consumers the statutory places of jurisdiction apply.

(3) If a provision is invalid, the rest of the contract stands. The statutory rule takes the place of the invalid provision.