Terms of Service
Version 1.4 · last updated 9 October 2026
§ 1 Definitions
In these Terms of Service (the "Terms") the following terms have the meanings given below. They have the same meaning in the documents incorporated into the Agreement.
1.1 "Uprelic", "we", "us" means Uprelic GmbH, Liebenwalder Straße 16, 13347 Berlin, Germany, registered with the Amtsgericht Berlin (Charlottenburg) under HRB 288877 B.
1.2 "Customer", "you" means the company, partnership, sole trader or other business on whose behalf an account for Strom is opened and used. You are our only contracting party. Persons who use your account or your API Keys act for you.
1.3 "Agreement" means these Terms together with the Acceptable Use Policy, the Data Processing Agreement and the Price List, each in the version that applies under § 1.14.
1.4 "Strom" or "Model" means Uprelic's own decision model, fine-tuned by Uprelic from open model weights, including every version of it that we make available.
1.5 "Service" means the Strom decision API at api.uprelic.com, the console at platform.uprelic.com (sign-in, playground, API keys, usage and billing) and all related functions we provide under the Agreement.
1.6 "Request" means a single call to the API or a single run in the playground.
1.7 "Question" means a typed question contained in a Request, of the types described in § 4.2.
1.8 "Input" means everything you submit with a Request: the state (text or JSON), the Question texts and options, images sent as data URLs, and image addresses (http(s) URLs) from which we download images on your behalf.
1.9 "Output" means the response the Service returns to a Request, in particular probabilities, choices, expected scores and distributions.
1.10 "Customer Content" means Input and Output together.
1.11 "API Key" means a secret key created in the console that authorises Requests to the API on your behalf.
1.12 "Balance" means the prepaid amount held for your account, from which Requests are charged.
1.13 "Price List" means the prices, top-up amounts and exchange rates published by us on the website or in the console.
1.14 Versions of referenced documents. The Acceptable Use Policy, the Data Processing Agreement and the Price List each carry a date or version. The version that binds you is the one in force when the Agreement is concluded, as later changed under § 7.9 (prices) or § 20 (all other changes). A reference to one of these documents is not a reference to whatever text happens to be published at a given time.
§ 2 Scope; business customers only
2.1 Scope. These Terms govern the use of the Service by you and by everyone who uses your account or your API Keys.
2.2 Business customers only. We offer the Service exclusively to entrepreneurs within the meaning of § 14 BGB, that is, persons and organisations acting in the exercise of their trade, business or profession. We do not offer the Service to consumers (§ 13 BGB). When you accept these Terms you confirm that you act as a business and use the Service for business purposes (§ 3.3). We may ask for evidence of business status, such as a company name or VAT identification number, and may refuse or end access if it is not provided.
2.3 Mandatory law. If a person nevertheless uses the Service as a consumer, mandatory consumer protection law applies to that person regardless of anything in these Terms.
2.4 No other terms. These Terms apply exclusively. Your own terms and conditions do not become part of the Agreement, even if we do not object to them or perform without reservation while aware of them. Deviations require our express confirmation in text form.
2.5 Electronic contracting. To the extent permitted by § 312i (2) BGB, the duties under § 312i (1) sentence 1 nos. 1 to 3 BGB do not apply. You can retrieve and store these Terms at any time.
§ 3 Beta; sign-up; conclusion of the Agreement
3.1 Beta. Strom is currently offered as a beta.
3.2 Sign-up. Signing up is not an offer to conclude a contract, and there is no right to an account. We may refuse or close a sign-up at our discretion.
3.3 Conclusion. After you sign up, which creates your account, the Agreement is concluded when you, before your first use of the Service, confirm that you act as a business (entrepreneur within the meaning of § 14 BGB) and accept these Terms, the Acceptable Use Policy and the Data Processing Agreement in the version shown to you. We record your acceptance with the date and the version of each document, and make a copy of the accepted versions available to you (as a PDF or by email).
3.4 Authority. The person who accepts these Terms for you confirms that they are authorised to bind you.
3.5 End of the beta. We may end the beta, or move the Service to general availability, at any time. Any change to these Terms that this requires is made under § 20.
§ 4 The Service
4.1 What Strom does. Strom answers typed Questions about content that you supply. You send a state (text or JSON) and, optionally, up to four images, together with one or more Questions. The Service returns the Model's prediction for each Question.
4.2 Question types. The API currently supports these Question types:
| Type | What it answers | What it returns |
|---|---|---|
noul |
a yes/no question | a probability |
choice |
a choice among up to 256 options | the chosen option and the probabilities of all options |
score |
a rating on a scale | the expected score and the distribution over the scale |
The endpoint POST /v1/systemone answers Questions; GET /v1/models lists the models available to you.
4.3 Images. Images can be sent as data URLs or as http(s) URLs. We download images from URLs ourselves, only from publicly reachable addresses, without following redirects, and within the size and time limits in § 5.3. An image that cannot be downloaded within these limits is not processed.
4.4 Our model and infrastructure. Strom is Uprelic's own decision model, fine-tuned by Uprelic from open model weights. We do not pass your Input to any third-party AI provider. Requests are processed on GPU servers in the EU. These servers are operated for Uprelic by a GPU cloud provider (Scaleway) listed on the Subprocessors page; the model servers have no route to the internet. Traffic to the Service reaches these servers through a load balancer operated by Scaleway in its data centres in France, which terminates TLS and forwards Requests to our servers over a private network.
4.5 Console. In the console you can sign in, try the Model in the playground, create and revoke API Keys, view your usage and manage your Balance. Playground runs are Requests and are charged like API Requests.
§ 5 Availability, limits and changes
5.1 No availability commitment during the beta. During the beta we provide the Service with reasonable care but do not commit to any level of availability, response time or throughput (no SLA). Interruptions, for example for maintenance, updates or security reasons, may occur without prior notice. We will try to keep them short and, where practicable, announce planned maintenance in advance.
5.2 Your part. You are responsible for your own systems and connection, and for building your integration so that it handles errors, rejected Requests and temporary unavailability of the Service.
5.3 Limits. The following limits apply per account at the date of these Terms. Current limits are shown in the console.
| Limit | Value |
|---|---|
| Requests per minute | 500 |
| Requests in progress at the same time | 8 |
| Questions per Request | 256 |
| Options per Question | 256 |
| Images per Request | 8 |
| Size and download time per image | 10 MB and 10 seconds |
| Context of the Model | currently 32,768 tokens |
In addition, we limit Requests per IP address to protect the Service. Requests above a limit are rejected and not charged. If you need higher limits, please contact us.
5.4 Changes to the Service. We may develop and change the Service, in particular for technical, security or legal reasons, provided the core function described in § 4 is not impaired more than insignificantly. We may change limits; we will announce a reduction of the limits in § 5.3 at least 30 days in advance unless it is urgently required to protect the Service.
5.5 Changes to models. We may release new models and new versions of Strom. Predictions of a new version can differ from those of an earlier one, so we will announce the retirement of a model, or a change to a model that you address by a fixed name, at least 30 days in advance in the console or by email, unless an immediate change is required for security or legal reasons. You are responsible for checking whether a new version suits your use case, including any thresholds you have set.
§ 6 Account and API keys
6.1 Sign-in. You sign in to the console with a link sent to your email address or, where offered, with Google sign-in. Keep the email account used for sign-in secure; whoever controls it can access your account.
6.2 Accurate data. The data you give us for your account must be accurate and kept up to date.
6.3 API Keys. You create API Keys in the console. The full key is shown only when it is created; afterwards the console shows only the key's name and its first 12 characters. We store API Keys only as a SHA-256 hash. You must keep API Keys secret, must not embed them in code that is accessible to others (for example in browser or mobile apps), and must not share them outside your organisation.
6.4 Responsibility for all use. You are responsible for all use of your account and your API Keys, and all Requests made with them are charged to your Balance, unless you show that the use was not caused by any failure on your part and we were at fault.
6.5 Compromise. If you learn or suspect that an API Key or your account has been used without authorisation, revoke the affected keys in the console at once and inform us without undue delay at security@uprelic.com.
§ 7 Balance, prices and payment
7.1 Prepaid Balance. The Service is paid for in advance. You top up your Balance, and each Request is charged to it.
7.2 Prices. Prices are set per model and per one million billable input tokens. Output tokens are free. All prices are net prices; § 7.6 applies to VAT. The Price List is authoritative. We count billable input tokens from the Request as follows: the state is counted once, the text of each Question is counted, and each image is counted by its resolution after scaling down to at most one megapixel, at most 1,024 tokens per image.
7.3 Account currency. Your Balance is held in USD, EUR, GBP or CHF. The currency is fixed by your first paid top-up and cannot be changed afterwards.
7.4 Exchange rates. Requests are priced in USD. If your account currency is not USD, Requests are charged in your account currency at fixed exchange rates published by us, based on the reference rates of the European Central Bank on a stated date. A change of these rates applies only to Requests made after the change.
7.5 Top-ups. You can top up your Balance by the amounts offered in the console (currently any whole amount from 5 to 1,000 units of your account currency). These amounts are net amounts; VAT is added under § 7.6. Payment is processed by Stripe through Stripe Checkout, by card or by the other methods offered there. Your Balance is credited once Stripe confirms the payment. Stripe issues the invoice; you can enter your tax ID at checkout. Stripe's own terms apply to the payment process. The payment method you use at checkout is saved with Stripe, so that it can be used for automatic top-ups (§ 7.13); you can remove it in the Stripe customer portal.
7.6 Taxes. All prices and top-up amounts are net. Statutory VAT, and any other applicable taxes, are added at checkout and shown before you pay; for automatic top-ups (§ 7.13), they are added on the invoice. If you are a business customer in another EU member state and provide a valid VAT identification number, the reverse-charge procedure applies and no German VAT is charged.
7.7 Charging. Each Request is charged before the Model runs. If your Balance does not cover a Request, the Request is rejected (HTTP 402) and nothing is charged; your Balance therefore never becomes negative. If a Request fails, it is not charged, and any amount already deducted is credited back.
7.8 Records. Charges are based on our records, which you can view in the console. You may prove that the actual usage differed from our records. Please raise objections within eight weeks after the charge; this is a request, not a deadline, and later claims are not excluded.
7.9 Price changes. We may change prices with effect for future Requests by announcing the change at least 30 days in advance in the console or by email. A price reduction may take effect immediately. If a price increases, you may terminate the Agreement with effect from the date of the change; § 18.5 applies to your Balance.
7.10 Nature of the Balance. The Balance is a prepayment for the Service. It is not electronic money, bears no interest, cannot be transferred to other accounts or persons, and cannot be paid out except as provided in § 7.11 and § 18.5.
7.11 Expiry, refunds and promotional credits.
- Expiry. Unused Balance expires three years after the end of the calendar year in which you last topped up your Balance. We will remind you by email at least 30 days before any Balance expires.
- Refunds. Unused Balance is refunded in the cases listed in § 18.5. Otherwise unused Balance is not refunded, except where the law requires it.
- Promotional credits. Promotional or free credits that we grant, if any, are not refundable and may carry their own expiry, which we state when we grant them.
7.12 Chargebacks. If a payment is reversed or charged back, we may deduct the amount from your Balance and suspend access under § 17 until the matter is resolved.
7.13 Automatic top-up. In the console you can turn on automatic top-up and choose a threshold and a top-up amount (currently any whole amount from 5 to 1,000 units of your account currency). While it is on, you authorise us to charge your saved payment method the top-up amount, plus VAT under § 7.6, each time a Request takes your Balance below the threshold. Each automatic top-up is charged through Stripe against an invoice, which you can view in the console, and your Balance is credited once the payment succeeds. You can change the threshold and amount or turn automatic top-up off at any time in the console, with effect for future top-ups. If a payment fails, automatic top-up is turned off and the reason is shown in the console; the payment is not retried.
7.13 Set-off. You may set off only claims that are undisputed, finally established by a court, or arise from the same contractual relationship.
§ 8 Nature of the Outputs
8.1 Predictions, not facts. Outputs are probabilistic predictions of a statistical model. They express how likely the Model considers an answer to be, not a certain or verified result. Outputs can be wrong, even with high probabilities, and the same Input may not always lead to exactly the same Output, in particular after a model change (§ 5.5).
8.2 You decide. You decide whether and how to act on Outputs, including which thresholds you apply and where a person reviews the result. Where errors could have significant consequences, you must provide appropriate human review.
8.3 No sole basis for significant decisions about people. You must not use Outputs as the sole basis for a decision that produces legal effects concerning a person or similarly significantly affects them (Art. 22 GDPR) without meaningful human review, and only where such a decision is otherwise lawful.
8.4 No professional advice. Outputs are not legal, tax, medical, financial or other professional advice.
8.5 What we owe. We owe the provision of the Service as described in § 4 with reasonable care. We do not owe any particular accuracy of individual Outputs or their suitability for your purpose, unless expressly agreed in text form.
§ 9 Customer Content
9.1 Your rights. You retain all rights in your Customer Content. To the extent any rights in Outputs arise for us, we transfer them to you, or, where they cannot be transferred, grant you an exclusive, unrestricted right to use them.
9.2 What you allow us to do. You grant us the non-exclusive right, limited to the term of the Agreement and the retention periods in § 9.4, to receive, download, store, process and transmit Customer Content only as far as needed to provide, secure and support the Service for you, to carry out the limited review described in § 13.1, to bill you, and to meet our legal obligations. This includes the right to use our subprocessors (§ 13.3) for these purposes.
9.3 No training. We never use your Input or Output — including Requests, images and responses — to train, fine-tune or evaluate Strom or any other model, neither now nor later, and not in anonymised or aggregated form. We train our models on other data, such as public datasets, synthetic data and our own data.
9.4 Retention. We store every Request with its full Input and the full response, together with metadata (time, source, key name, model, number of Questions and images, tokens, cost and exchange rate), so that you can see your history and so that we can operate, secure and bill the Service. For this:
- Contents of Requests and responses are kept for 90 days and then deleted automatically. This standard period is your documented instruction under the Data Processing Agreement. You may ask us at any time to delete them earlier; we then delete them within 30 days (Data Processing Agreement, § 12.1).
- Images sent as data URLs are not kept in the stored copy; only their type and length are recorded. Image URLs are stored as sent; the downloaded image itself is not stored.
- The metadata needed for billing, tax and your usage history is kept for the lifetime of your account. Invoices, bookings and payment records are then kept for eight to ten years (§ 147 AO, § 257 HGB); other contract and account data for three years after the account is closed (§ 195 BGB). Details are in our Privacy Policy.
- Our database is backed up daily in encrypted form to Scaleway Object Storage in Amsterdam, Netherlands (EU). Backups are kept for up to 12 months, so deleted data disappears from backups within at most 12 months.
9.5 Your own copies. The Service is not an archive. Keep your own copies of Customer Content that you need beyond the retention period.
9.6 Operational data. We may use technical and usage data about the operation of the Service (for example error rates, latencies and request counts, but not the contents of Requests) to operate, secure and improve the Service, and beyond that only in aggregated form that does not identify you or any person.
9.7 Feedback. If you give us suggestions or reports about the Service, we may use them free of charge to improve the Service. Please do not include confidential information or personal data in feedback.
§ 10 Your responsibilities and warranties
10.1 Rights and lawful basis. You warrant that you are entitled to submit your Input and to have it processed as described in these Terms, and that the submission and processing do not infringe the rights of third parties or applicable law. In particular, where Input contains personal data, you warrant that you have a lawful basis for the processing and have informed the persons concerned as required.
10.2 Image URLs. By sending an image URL you instruct us to download the image from that address, and you warrant that you are entitled to have us do so.
10.3 Special categories of data. You may send special categories of personal data (Art. 9 GDPR, for example health or biometric data) only if you have a legal basis for it and have checked that processing with the Service is appropriate.
10.4 Your use cases. You are responsible for your use of the Service and of Outputs, including for obligations that apply to you as a deployer under Regulation (EU) 2024/1689 (AI Act) and for any impact assessments your use requires.
10.5 Indemnity. You indemnify us against claims of third parties, including reasonable costs of legal defence, arising from a breach of your warranties in this § 10 or from your use of the Service in breach of the Agreement, unless you are not responsible for the breach. We will inform you of such a claim without undue delay, will not acknowledge it without your consent, and will give you the opportunity to conduct the defence. The indemnity does not apply to the extent the claim results from a breach of duty on our part.
§ 11 Acceptable use
11.1 Acceptable Use Policy. The Acceptable Use Policy forms part of the Agreement. You must comply with it, and ensure that everyone using your account or your API Keys complies with it.
11.2 Key points. Among other things, the Acceptable Use Policy prohibits:
- practices prohibited under Art. 5 of the AI Act, such as social scoring, manipulative techniques, emotion recognition at the workplace or in education, untargeted scraping of facial images, biometric categorisation and predictive policing based on profiling;
- use in the high-risk areas listed in Annex III of the AI Act — biometrics; critical infrastructure; education and vocational training; employment, workers management and access to self-employment; access to essential private and public services and benefits, including creditworthiness and credit scoring and risk assessment and pricing for life and health insurance; law enforcement; migration, asylum and border control; and the administration of justice and democratic processes — which is not permitted;
- use as a safety component of a product, or as a product in itself, covered by the Union harmonisation legislation listed in Annex I of the AI Act (for example medical devices), including for medical or clinical decisions, which is not permitted;
- use for weapons, for surveillance of individuals, or in connection with content that exploits minors;
- sending data you have no right to process.
11.3 You are the deployer; no high-risk use. You are the deployer of any AI system you build with Strom. Strom is not intended for any high-risk use, and within the meaning of Art. 25 (2) of the AI Act we specify that it is not to be changed into a high-risk AI system. You must not modify Strom or a system built with it, or use either of them, in a way that would make the resulting system a high-risk AI system within the meaning of Art. 6 of the AI Act.
11.4 Lawful use. You must use the Service only in accordance with applicable law, in particular data protection, export control and sanctions law.
§ 12 Rights in the Service and the Model; restrictions
12.1 Your right of use. For the term of the Agreement we grant you the non-exclusive, non-transferable right to use the Service for your own business purposes, including within products and services that you offer to your own customers, in accordance with the Agreement.
12.2 Our rights. All rights in the Service, the Model (including its fine-tuned weights and our training data), the software, interfaces, documentation and our trade marks remain with Uprelic or its licensors. The open model weights on which Strom is based remain subject to their own licence. You receive no rights beyond those expressly granted.
12.3 Restrictions. You must not, and must not allow others to:
- reverse engineer, decompile or otherwise attempt to derive the Model, its weights, parameters, architecture or training data, except where mandatory law permits this despite a contractual prohibition;
- extract or attempt to extract the weights or training data of the Model;
- use the Service or Outputs to develop, train or improve a model that competes with Strom, in particular by distillation;
- give third parties direct access to the Service or to your API Keys, or resell access to the Service as such;
- circumvent or attempt to circumvent rate limits or other limits, including by using several accounts or by sharing keys;
- test the security or load capacity of the Service without our prior consent in text form, which we will not unreasonably withhold for a coordinated test;
- publish benchmarks or comparisons of the Service other than in accordance with § 9 of the Acceptable Use Policy.
§ 13 Data protection
13.1 Roles. Where Customer Content contains personal data, we process it on your behalf as a processor (Art. 28 GDPR), and you are the controller. We act as an independent controller only for (a) your account, sign-in, billing, the security of our systems and our server logs, and (b) a limited review of Customer Content to detect and handle abuse, security incidents and breaches of the Acceptable Use Policy, on the basis of Art. 6 (1) (f) GDPR, as described in our Privacy Policy. We do not use Customer Content for training in any role (§ 9.3).
13.2 Data Processing Agreement. The Data Processing Agreement is concluded together with the Agreement and forms part of it. It takes precedence over these Terms for the processing of personal data.
13.3 Subprocessors. The subprocessors we use are listed on the Subprocessors page. We use no AI model providers and no analytics providers. Changes to the list and your right to object are governed by the Data Processing Agreement.
13.4 Server logs. Our servers log IP addresses and request metadata for operation and security. These logs are kept for 90 days and then deleted automatically.
13.5 Data protection officer. We are not required to designate a data protection officer (Art. 37 GDPR, § 38 BDSG). Please send data protection questions to privacy@uprelic.com.
§ 14 Confidentiality
14.1 Definition. "Confidential Information" means all information of a party that is marked as confidential or whose confidentiality is evident from the circumstances, including Customer Content, API Keys, non-public information about the Model, prices agreed individually, security information and know-how.
14.2 Obligations. The receiving party will use Confidential Information only to perform the Agreement, keep it confidential with at least reasonable care, and disclose it only to employees, affiliates and professional advisers who need to know it and are bound by equivalent confidentiality obligations.
14.3 Exceptions. These obligations do not apply to information that is or becomes public without a breach of the Agreement, was lawfully known to the receiving party beforehand without a duty of confidentiality, is lawfully received from a third party without such a duty, or is developed independently.
14.4 Required disclosure. Disclosure required by law, a court or an authority is permitted. Where legally permissible, the disclosing party will inform the other party in advance and limit the disclosure to what is required.
14.5 Duration. These obligations apply during the term of the Agreement and for three years afterwards. Customer Content and trade secrets (GeschGehG) remain protected for as long as they qualify for protection.
14.6 References. We will name you as a customer or use your logo only with your prior consent in text form, which you may withdraw at any time for the future.
§ 15 Defects
15.1 Reporting. Please report defects of the Service in text form without undue delay, with a description that allows us to reproduce them. We will remedy defects within a reasonable period, at our choice by correction, by a workaround or by providing equivalent functionality.
15.2 Not defects. Individual Outputs that are inaccurate (§ 8), the replacement of a model version under § 5.5, and effects of your Input or of use contrary to the Agreement are not defects of the Service.
15.3 Statutory rights. Your statutory rights in case of defects remain unaffected, subject to the following. Failed Requests are not charged (§ 7.7). To the extent the law of lease applies, our no-fault liability for defects that already existed when the Agreement was concluded (§ 536a (1) first alternative BGB) is excluded; this does not apply to damage from injury to life, body or health or in cases of intent or gross negligence, and § 16 remains unaffected.
§ 16 Liability
16.1 Unlimited liability. We are liable without limitation:
- for damage caused intentionally or by gross negligence by us, our legal representatives or our vicarious agents (Erfüllungsgehilfen);
- for damage arising from injury to life, body or health;
- under the Product Liability Act (Produkthaftungsgesetz);
- to the extent we have given a guarantee or fraudulently concealed a defect.
These exceptions apply to every limitation or exclusion of liability in the Agreement.
16.2 Simple negligence. In cases of simple negligence we are liable only for breach of a material contractual obligation, that is, an obligation whose fulfilment makes the proper performance of the Agreement possible in the first place and on whose fulfilment you may regularly rely. In that case our liability is limited to the damage that is typical for this type of contract and foreseeable when the Agreement was concluded.
16.3 Outputs. Subject to §§ 16.1 and 16.2, we are not liable for decisions you or others make on the basis of Outputs (§ 8).
16.4 Data loss. Liability for loss of data is limited to the effort that would have been needed to restore the data if you had kept your own copies appropriate to the risk (§ 9.5). § 16.1 remains unaffected.
16.5 Limitation period. Your claims against us become time-barred one year after the statutory limitation period begins. This does not apply to claims under § 16.1 or to claims under Art. 82 GDPR.
16.6 Our personnel. The limitations above also apply in favour of our bodies, employees and vicarious agents; the exceptions in § 16.1 apply to them in the same way.
16.7 Burden of proof. The provisions above do not change the statutory burden of proof.
§ 17 Suspension
17.1 Grounds. We may suspend access to the Service, or block individual API Keys, in whole or in part, if:
- there are concrete indications of a material breach of the Agreement, in particular of the Acceptable Use Policy or § 12.3;
- this is necessary to avert a threat to the security or integrity of the Service, of other customers or of data, for example after a suspected key compromise;
- a payment is reversed or charged back, or other amounts owed by you remain unpaid; or
- a court or an authority requires it.
17.2 Proportionality and notice. A suspension is limited in scope and duration to what is necessary. We will inform you in advance with the reasons and give you an opportunity to remedy the situation, unless this would defeat the purpose of the suspension or the law prevents it; in that case we inform you without undue delay afterwards. We lift the suspension as soon as its ground ceases to exist.
17.3 Balance during suspension. Your Balance is not affected by a suspension; no Requests are charged while access is suspended.
§ 18 Term and termination
18.1 Term. The Agreement runs for an indefinite period.
18.2 Termination by you. You may terminate the Agreement at any time without notice period, by notice in text form to us.
18.3 Termination by us. We may terminate the Agreement with 30 days' notice in text form, including when we end the beta without offering the Service further.
18.4 Good cause. The right of both parties to terminate for good cause without notice remains unaffected. Good cause for us exists in particular in the case of serious or repeated breaches of the Acceptable Use Policy or § 12.3, or where your use exposes us to a substantiated risk of liability or regulatory measures. Where the law requires it, a warning or a period to remedy must be given first.
18.5 Balance on termination. We refund your unused Balance if:
- (a) we terminate the Agreement under § 18.3;
- (b) you terminate the Agreement for good cause (§ 18.4), because of a price increase (§ 7.9), or because you objected to changed terms (§ 20.3); or
- (c) you switch to another provider under § 19.
In all other cases unused Balance is not refunded on termination, except where the law requires it. Promotional credits are not refunded (§ 7.11).
18.6 After termination. Access to the Service and all API Keys end when termination takes effect. Customer Content is deleted as described in § 9.4 and § 19.6, and other data in accordance with the Data Processing Agreement and our Privacy Policy, subject to statutory retention duties; in the case of switching under § 19, § 19.6 applies.
18.7 Switching. Switching to another provider and the export of your data are governed by § 19.
18.8 Survival. Provisions that by their nature are meant to continue after termination, in particular §§ 9, 10.5, 12.2, 14, 16, 19 and 21, remain in force.
§ 19 Switching provider and data export (EU Data Act)
19.1 Scope. This § 19 sets out your rights to switch and to leave the Service under Chapter VI (Art. 23 to 31) of Regulation (EU) 2023/2854 (Data Act). It takes precedence over any conflicting provision of the Agreement.
19.2 Right to switch. You may at any time give notice in text form that you wish to switch to another provider of data processing services (naming it) or to your own infrastructure, or to have your exportable data erased. The switching process begins no later than two months after your notice, or earlier on your request.
19.3 Transitional period. Switching is completed without undue delay and within 30 days (the "transitional period"). During that period the Agreement remains in force and we continue the Service, give reasonable assistance to you and to third parties you authorise, support your exit strategy with all relevant information, inform you of known risks to continuity, and keep your data secure. If 30 days is technically unfeasible, we tell you within 14 working days, give reasons and propose an alternative period of at most seven months. You may extend the transitional period once to a period that suits you.
19.4 Exportable data and formats. You can download an export yourself in the console at any time; on request in text form to info@uprelic.com, we also send it to you. We export the following data in a structured, commonly used and machine-readable format:
| Data | Format |
|---|---|
Request history (requests.json): the Requests and responses still stored at the time of export (§ 9.4) |
JSON |
Usage and billing records (usage.csv, transactions.csv): Request metadata and charges, top-ups and other balance changes |
CSV |
Account data (account.json): profile, currency, balance, and API Key names (not the key secrets) |
JSON |
Structures and formats are documented at platform.uprelic.com/docs/data-export. Not included are the Model and its weights, our software, and data about the internal functioning of the Service, such as server logs and security data.
19.5 Information and charges. On request we inform you about the switching and export procedure, the formats and any known technical limits. We charge no switching charges and no data egress charges for switching or for the export.
19.6 End, retrieval and erasure. The Agreement ends when switching has been completed, or at the end of the period in § 19.2 if you only asked for erasure, and we notify you of this. You may then retrieve your exportable data for at least 30 days (the "retrieval period"). After that we erase all of it completely, except for records we must keep under statutory retention duties (§ 9.4). Backups roll off as described in § 9.4.
19.7 Balance. If you switch under this § 19, we refund your unused Balance (§ 18.5).
§ 20 Changes to these Terms
20.1 Reasons for changes. We may change these Terms, the Acceptable Use Policy and the Data Processing Agreement with effect for the future where this is necessary because of changes in the law, in case law or in the requirements of an authority, changes in the technical circumstances of the Service that do not affect prices, the end of the beta, or the further development of the Service (§ 5.4) — and only if the change does not shift the balance of the Agreement to your disadvantage.
20.2 Notice and objection. We will send you the changes in text form at least four weeks before they take effect. We will point out your right to object and what happens if you do not object. The changes are deemed accepted if you do not object in text form before they take effect.
20.3 If you object. If you object in time, the Agreement continues on the previous terms. Either party may then terminate it with effect from the date on which the changes were to take effect; § 18.5 applies.
20.4 Excluded. Prices (§ 7.9 applies to them) and the main obligations of the parties cannot be changed under this § 20; changing them requires your express consent.
20.5 Immediate changes. Changes that are only to your advantage, purely editorial, or required at short notice by mandatory law or an order of an authority may take effect immediately; we will inform you without undue delay.
§ 21 Final provisions
21.1 Governing law. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
21.2 Place of jurisdiction. If you are a merchant, a legal person under public law or a special fund under public law, or have no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement is Berlin. We may also sue you at your general place of jurisdiction if it is in a member state of the European Union or a state bound by the Lugano Convention. Mandatory places of jurisdiction remain unaffected.
21.3 Place of performance. The place of performance is Berlin.
21.4 Order of precedence. In case of contradictions, the following order applies: (1) any individual agreement in text form, (2) the Data Processing Agreement, (3) these Terms, (4) the Acceptable Use Policy, (5) the Price List.
21.5 Form. Changes and additions to the Agreement require text form, unless § 7.9 or § 20 provides otherwise.
21.6 Assignment. You may transfer the Agreement or rights under it only with our prior consent, which we will not unreasonably withhold. We may transfer the Agreement to an affiliated company or as part of a transfer of our business; in that case you may terminate the Agreement without notice, and § 18.5 applies as if we had terminated.
21.7 Subcontractors. We may use subcontractors and subprocessors. We remain responsible for the performance of the Agreement; § 13.3 applies to the processing of personal data.
21.8 Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, such as natural disasters, war, terrorism, official measures, failures of upstream providers or large-scale failures of the internet or the power supply. Obligations to perform are suspended for the duration of the event.
21.9 Export control and sanctions. You will comply with the export control and sanctions law of the European Union and Germany. You confirm that neither you nor the beneficiaries of your use are subject to relevant EU or German sanctions or located in a territory under a comprehensive EU embargo. We may refuse or stop performance that would breach these provisions.
21.10 Severability. If a provision of the Agreement is or becomes invalid, the remaining provisions remain valid. The statutory provisions take the place of the invalid provision (§ 306 (2) BGB).
21.11 Language. These Terms are available in English and German. The English version is binding; the German version is provided for convenience.
21.12 Provider and contact.
- Uprelic GmbH, Liebenwalder Straße 16, 13347 Berlin, Germany
- Register court: Amtsgericht Berlin (Charlottenburg), HRB 288877 B
- Managing director: Marco Herzog
- Contact: info@uprelic.com
- Imprint: platform.uprelic.com/imprint, which also applies to uprelic.com and api.uprelic.com