General Terms and Conditions (T&C)
for Managed AI Services
Version: 1.0
Provider: BOP BLUEOCEAN PRIVACY LTD (hereinafter referred to as “Provider”)
Address: Delphon 8, Livadia, Office 204, 7060 Larnaca, Republic of Cyprus
Registration: Reg. No. HE 464125 | VAT ID: CY60114734R
1. Scope of Application
- 1.1.
These General Terms and Conditions (hereinafter “T&C”) apply to all contracts, services, and software provisions (in particular Managed AI Agents and associated infrastructure) provided by the Provider to the customer (hereinafter “Customer”).
- 1.2.
The Provider’s offer is directed exclusively at entrepreneurs, legal entities under public law, or special funds under public law (B2B).
- 1.3.
Deviating, conflicting, or supplementary General Terms and Conditions of the Customer shall only become part of the contract if and insofar as the Provider has expressly consented to their validity in writing.
2. Subject Matter of the Contract & System Control
- 2.1.
The Provider shall provide the Customer with isolated, dedicated virtual server environments (“Tenant Nodes”), equip them with AI software, configure, and maintain them (single-tenant architecture).
- 2.2.
Although the Provider holds the underlying commercial contracts with infrastructure and technology subcontractors (e.g., Hetzner Online GmbH, Google Ireland Ltd.), the Customer retains absolute operational and logical control over the provided systems, the ingested data, and the specific application of the AI models.
3. Data Protection and Allocation of Roles (Art. 28 GDPR)
- 3.1.
Regarding the processing of personal data within the provided systems, the Customer acts as the sole controller within the meaning of Art. 4 No. 7 of the General Data Protection Regulation (GDPR). The Customer alone determines the purposes and means of processing.
- 3.2.
The Provider acts exclusively as a processor bound by instructions (Art. 28 GDPR) for the Customer. For this purpose, the parties conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.
- 3.3.
The parties expressly agree that no joint controllership within the meaning of Art. 26 GDPR is established under this contract.
- 3.4.
The Provider uses third-party technology providers (sub-processors) to provide the services. The Provider ensures that all sub-processors are bound by data protection obligations that materially correspond to the requirements of Art. 28 GDPR.
4. Remuneration, Default of Payment, and Suspension of Services
- 4.1.
The provision of systems and the execution of the Customer’s instructions are fundamentally subject to the timely and complete payment of the entire agreed remuneration.
- 4.2.
Invoices are payable without deduction within fourteen (14) days of receipt, unless otherwise agreed.
- 4.3.
Right of Retention: If the Customer is in default of payment, the Provider reserves the right to suspend access to the system and all associated services immediately and without prior notice.
- 4.4.
Suspension of the Right to Issue Instructions: For the duration of a payment default, the Customer’s right to issue instructions regarding data processing pursuant to Art. 28 GDPR is suspended. The Provider’s sole obligation during this period is limited to the mere retention and securing of existing data at the Customer’s expense until all outstanding liabilities are fully settled. During this time, the systems will not process any new inputs and will not execute active AI functions.
5. Term and Termination
- 5.1.
Contract Term: The contractual relationship is concluded for full calendar years. Regardless of the start date within a year, the initial contract term runs until December 31 of the year following the year the contract was concluded (Example: A contract beginning on May 1, 2026, runs at least until December 31, 2027). This ensures synchronization to full calendar years.
- 5.2.
Automatic Renewal: The contract automatically renews for a further one (1) full calendar year (January 1 to December 31) unless terminated by either party.
- 5.3.
Notice Period: An ordinary termination must be declared in writing with a notice period of three (3) months to the end of the respective calendar year (i.e., no later than September 30).
- 5.4.
The right to extraordinary termination for good cause remains unaffected. A good cause for the Provider exists in particular if the Customer is in default of payment for more than two consecutive billing periods.
6. Liability
- 6.1.
The Provider is liable without limitation for intent and gross negligence.
- 6.2.
For simple negligence, the Provider is only liable in the event of a breach of a material contractual obligation (cardinal obligation), the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely. In these cases, liability is limited to the foreseeable damage typical for the contract at the time of conclusion.
- 6.3.
The Provider assumes no liability for the content accuracy, legal compliance, or specific business results of the content generated by the AI systems, as the Customer alone determines the system instructions and the knowledge base (RAG).
7. Final Provisions, Applicable Law, and Jurisdiction
- 7.1.
Should a provision of these T&C be or become legally invalid, the validity of the remaining provisions shall not be affected thereby.
- 7.2.
Amendments and additions to this contract require written form.
- 7.3.
Applicable Law: This contract and all disputes arising from or in connection with it are subject to the laws of the jurisdiction in which the Customer has its registered office, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
- 7.4.
Jurisdiction: Regardless of the establishment and registered office of the Provider in the Republic of Cyprus, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the competent court at the Customer’s registered business address. The Provider voluntarily submits to the jurisdiction of the Customer to offer maximum legal certainty and convenience.