GardenPilot Professional – B2B Terms

1. GardenPilot Professional is provided by:

   PUENJER, S.L.U.
   Avinguda Mèxic 17
   07007 Palma de Mallorca
   Spain
   C.I.F.: B22974018
   Email: support@gardenpilot.de
   represented by its sole director (administrador único), Fin Pünjer.

2. These Terms apply solely to businesses, self-employed professionals, legal entities and other customers acting within their trade/business/profession.
3. GardenPilot Professional is not a consumer product.
4. Customer terms apply only if GardenPilot expressly accepts them.

1. GardenPilot Professional is a digital AI-supported platform designed to support garden/landscape businesses, planners and comparable commercial providers.
2. Depending on purchased functions, services may include photo analysis, concept/variant generation, visualisations, structured concept texts, planning aids, preliminary cost/effort estimates, exportable project materials and project-related AI assistants/workflows.
3. The specific scope is defined by the relevant offer, pricing/ordering page or individual agreement.
4. Unless individually agreed otherwise, GardenPilot Professional does not provide construction-ready planning, permit/structural/safety approval, binding quantity calculations, binding cost calculations, legal advice or tax advice.
5. AI outputs may be incomplete or inaccurate. The business customer remains responsible for professional verification, customer-facing statements, quotations, calculations and physical execution.

1. Core functions require an account.
2. The customer provides accurate company/billing/contact information and keeps it current.
3. Credentials must be kept confidential and used only by authorised persons within the agreed scope.
4. The customer must promptly notify GardenPilot of known misuse/security incidents.

1. The contract language is the language used in the relevant GardenPilot order/contract flow and offered by GardenPilot.
2. Product/Credit presentations are generally invitations to place an order.
3. The contract is formed when GardenPilot accepts in text form, confirms the order/payment or activates the purchased service.
4. GardenPilot records the relevant legal version and contract language in accordance with its legal-consent process.

1. GardenPilot Professional may charge paid actions in Credits.
2. The Credit cost is displayed before the action is triggered.
3. Current packages/prices are stated on the pricing/ordering page or in an individual agreement and are not fixed price lists in these Terms.
4. Paid B2B Credits are valid for twelve months from crediting.
5. The expiry date is shown in the account. Credits with the earliest expiry are generally consumed first.
6. Credits do not bear interest and are generally not transferable or redeemable for cash.
7. If a paid action fails solely because of a GardenPilot technical failure, the charged Credit is generally restored unless another remedy is agreed.

1. B2B prices are normally displayed net plus applicable VAT.
2. Cross-border EU B2B services are subject to applicable VAT rules, including reverse charge where its requirements are met.
3. The customer is responsible for accurate company, billing and VAT-ID information.
4. Payments may be processed via third-party providers, in particular Stripe.
5. Invoices are supplied electronically.
6. In the event of payment default, GardenPilot may, after appropriate notice, withhold services or proportionately restrict the account.

1. The customer may use outputs for its own commercial purposes.
2. Permitted uses include incorporation into proposals/presentations, delivery to the customer's own end clients, internal business use, project-related sharing with employees/subcontractors/planning partners and editing/supplementing outputs.
3. Without a separate agreement the following are not permitted: providing GardenPilot as the customer's own SaaS/white-label service, resale of platform access, systematic extraction of outputs/prompts/structures/data to build a competing system or unauthorised credential sharing.
4. To the extent transferable rights arise in AI outputs, GardenPilot grants the rights needed for the agreed commercial use where GardenPilot is entitled to do so. No guarantee of exclusive copyrightability is given.

1. The customer is responsible for the lawfulness of content and personal data it provides.
2. The customer must minimise data and avoid unnecessary end-client/third-party personal data.
3. The customer grants the rights necessary for GardenPilot to perform the contract.
4. Where GardenPilot processes personal data solely on the customer's instructions, the Data Processing Agreement applies.

1. GardenPilot's B2B Privacy Policy applies where GardenPilot acts as controller for account, contract, billing, security and its own usage data.
2. The DPA applies where GardenPilot acts as processor for customer-controlled data.
3. Current subprocessors are listed in the versioned Provider and Subprocessor Register.

1. GardenPilot Professional uses AI and automated processes.
2. Visualisations show possible design directions and are not binding execution drawings.
3. Cost/effort estimates are preliminary guidance unless expressly agreed as binding.
4. The customer must professionally verify outputs before using them for binding quotations, construction, permits or other consequential decisions.

Prohibited uses include unlawful processing, circumvention of security measures, unauthorised scraping/automation, reverse engineering beyond mandatory rights, security attacks and unlawful content generation.

AI labels must not be deliberately removed/manipulated in order to deceive third parties about AI origin. Incidental technical loss is not prohibited.

The customer remains responsible for any transparency/labelling duties in its own communications to end clients.

1. Unless a separate SLA applies, GardenPilot does not guarantee uninterrupted availability.
2. Maintenance, security updates, technical changes and provider incidents may temporarily affect availability.
3. GardenPilot may develop/replace infrastructure, AI models and interfaces provided the contractual core utility is not materially impaired.
4. Material adverse changes to ongoing services are communicated with reasonable advance notice where practicable, subject to urgent security/legal/availability reasons.

1. GardenPilot provides the agreed digital functionality.
2. Typical probabilistic variation in AI outputs is not automatically a defect. This does not apply where an expressly agreed function/feature is missing or performance is otherwise contractually defective.
3. For justified defects, GardenPilot must first be given a reasonable opportunity to cure where legally permitted and reasonable.

1. GardenPilot is fully liable for intent, gross negligence, death/personal injury where applicable and any liability that cannot legally be limited.
2. For lightly negligent breach of an essential contractual obligation, liability is limited to damage typically foreseeable when the contract was concluded.
3. Liability for lightly negligent breach of non-essential obligations is excluded to the extent legally permitted.
4. GardenPilot is not responsible for the professional correctness of the customer's own calculations, quotations or execution decisions where the customer fails to carry out an evidently necessary professional review of AI outputs.
5. The limitations apply correspondingly to GardenPilot's representatives, employees and agents.

Each party must keep the other party's non-public business, project, customer, pricing, contract, security and technical information confidential, except for information lawfully public, independently developed, lawfully received from a third party or required to be disclosed by law.

1. The account agreement is open-ended unless an individual fixed term is agreed.
2. The customer may terminate by text communication.
3. Termination for serious cause remains available to both parties.
4. Following termination, access is disabled and data handling follows the B2B Privacy Policy/DPA.
5. If GardenPilot ordinarily terminates an open-ended account before valid paid Credits can be used, GardenPilot will provide a reasonable opportunity to use them until regular expiry or refund the unusable remaining value.

1. New Terms are immutably versioned.
2. Editorial/technical/solely beneficial changes may apply to existing contracts without renewed consent where they do not adversely alter the customer's legal position.
3. Material adverse changes are notified. Express consent is obtained where required by law or the nature of the change.
4. New versions may apply to new orders from publication.

1. The laws of the Kingdom of Spain apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. To the extent legally permitted, the exclusive jurisdiction for B2B disputes is Palma de Mallorca, Spain.

PUENJER, S.L.U. – GardenPilot Professional