Terms and conditions of Modular Minds GmbH for the GEOLYX services

§ 1 Scope of application

  1. The following terms and conditions apply to the services offered under the name “GEOLYX” by Modular Minds GmbH (hereinafter referred to as GEOLYX) to its contracting parties (hereinafter referred to as customers) and to the orders placed with GEOLYX by the customer. Any deviations from them require written form. This also applies to the cancellation of the preceding sentence.
  2. Terms and conditions or deviating conditions of the customer do not apply to the contractual relationship.
  3. With respect to entrepreneurs, these terms and conditions apply to all contracts concluded with GEOLYX in their current version.

§ 2 Definitions

  1. For the purposes of these terms and conditions, the following definitions apply:
    • GEOLYX Customer Account: Refers to the contractual construct including all GEOLYX Logins and access rights as well as booked services, and is the central billing instance for the respective contract.
    • GEOLYX Login: Refers to the individual access of a single user to GEOLYX’s system.
    • AI Systems: Refers to generative AI applications and AI-powered answer and research features that are operated by third parties, e.g., ChatGPT, Gemini, Claude, or Perplexity, in their respective current form.
    • GEO Function: Refers to the tools, analyses, evaluations, monitoring functions, and recommendations provided by GEOLYX that technically support the customer in analyzing and improving the visibility of its offering in AI Systems and on relevant platforms.
    • Analysis Data: This is data that the customer transmits to GEOLYX or stores in its GEOLYX Customer Account for the provision and performance of the GEO Function, e.g., information on brands, domains, and competitors, as well as prompts.
    • customer: An entrepreneur or company within the meaning of Section 14 of the German Civil Code (BGB) that has concluded a contract with GEOLYX.
    • Customer Data: This is data that the customer transmits to GEOLYX as part of the order for order fulfillment and billing, as well as for the provision of GEOLYX Logins, excluding Analysis Data.

§ 3 Subject of the contract

  1. Upon placement of an order, GEOLYX provides services for the technical support of the customer in analyzing and improving the visibility and relevance of its offering in AI Systems and on relevant platforms.
  2. For this purpose, GEOLYX provides a software-as-a-service solution, including a corresponding backend for configuration, that supports the customer with tools, analyses, evaluations, and prioritized recommendations as it works, on its own responsibility, on the visibility of its offering. Depending on the services booked, the GEO Function includes, in particular, monitoring the visibility of the customer’s offering in the answers of AI Systems over time and in comparison with competitors, analyzing the customer’s website or platform, analyzing the customer’s presence beyond its own platform, and providing recommendations derived from these analyses.
  3. GEOLYX provides the customer exclusively with technical support. Responsibility for the customer’s offering, website, content, and presence on third-party platforms, as well as for all related decisions and measures, remains solely with the customer at all times. GEOLYX makes no representation regarding, and assumes no warranty for, the actual achievement of a particular level of visibility or of any increase in visibility, even if the customer implements GEOLYX’s recommendations. In particular, GEOLYX does not warrant that the customer or its offering will be mentioned, cited, placed in a particular position, or recommended in the answers of AI Systems, and does not owe any particular business success. Nor is GEOLYX obliged to cover, map, or evaluate all AI Systems, platforms, or conceivable queries; the customer has no claim to a complete, comprehensive, or conclusive analysis by GEOLYX’s services.
  4. AI Systems are operated by third parties, generate their answers automatically and non-deterministically, may change at any time, and are beyond GEOLYX’s control. The analyses, evaluations, metrics, and recommendations provided by GEOLYX are determined in an automated or semi-automated manner on the basis of the information available at the time of the analysis and reflect the situation at that point in time. They may differ from the answers actually shown to individual users of AI Systems as well as from the actual circumstances. GEOLYX does not guarantee the accuracy or completeness of these results. They do not constitute legal, marketing, or strategy advice and are no substitute for the customer’s own review or for consulting qualified third parties.
  5. GEOLYX does not guarantee the availability of its services or of the third-party functions required to perform the GEO Function, in particular those of AI Systems.
  6. GEOLYX may change the scope of its services at any time if this is possible due to improvements or necessary due to laws, changed regulatory requirements, changes to AI Systems and third-party platforms, in particular to their interfaces and terms of use, or the discontinuation of functions or data provided by integrated third parties. The customer cannot derive any claims against GEOLYX from this.
  7. GEOLYX may continuously adjust the scope of functions as well as the underlying procedures, analysis methods, metrics, and assessment criteria in order to optimize the GEO Function or to adapt it to changed legal or technical conditions, in particular to changes in AI Systems. This may lead to different results and assessments. The customer cannot derive any claims against GEOLYX from this.
  8. Communication on the part of GEOLYX takes place exclusively by email or in the GEOLYX backend. GEOLYX may also offer other means of communication.

§ 4 Fees, billing, and terms of payment

  1. The fees for GEOLYX’s services are based on the offer on the website and in GEOLYX’s order process at the time the contract is concluded or the order is placed, or after announced changes to which the customer has not objected.
  2. The fees for GEOLYX’s services are due in full at the beginning of each billing period for the entire billing period. This also applies to ordered service quotas, regardless of whether the quota is used or exhausted. If usage-based fees are charged, they are due at the end of the billing period.
  3. All payments shall be made immediately when due.
  4. The customer’s obligation to pay remains in effect even in cases where services to be provided by third parties—for whatever reason—are not provided, unless GEOLYX is at fault.
  5. GEOLYX is entitled to invoice all services ordered by the customer, even if the customer does not use the services or the results of the services, or does not use them in full.
  6. All prices are net prices plus statutory value added tax (VAT).
  7. GEOLYX keeps the invoices it creates in the GEOLYX Customer Account. Where applicable, GEOLYX sends the invoices by email to the email address stored in the GEOLYX Customer Account. GEOLYX may also send the invoices to the customer in any other electronic form.

§ 5 Upgrades/downgrades, options

  1. Upgrades: The customer may—if available—switch to a higher-value offer or a longer billing period at any time. If this occurs within a billing period, the remaining unused fees prior to the upgrade are credited toward the upgrade.
  2. Downgrades: The customer may—if available—switch to a lower-value offer or a shorter billing period in the GEOLYX Customer Account at any time, effective at the end of a billing period.
  3. Options: Additional GEOLYX services offered as options to the existing contract may be added to the main service at any time. If this is done within a billing period of the main service, the fee for the option is prorated for the remaining billing period of the main service. An option can be canceled in the GEOLYX Customer Account at any time, effective at the end of the billing period of the main service. For upgrades/downgrades of options, the above points on upgrades and downgrades apply.

§ 6 Term of contract, termination of contract, and cancellation

  1. The contract begins with the completion of the order in the online form and has an indefinite term. The minimum term is one payment period.
  2. The contract can be terminated by either party at any time, effective at the end of a payment period. If the customer terminates the contract by means other than the GEOLYX Customer Account, the customer must observe a notice period of one week before the end of a payment period (“processing period”).
  3. Early termination of the contract is possible if the customer objects to changes to the terms and conditions or prices in accordance with § 11.1, observing the period specified there. Immediate termination by a contracting party is possible if the other contracting party grossly violates its contractual obligations and permanently fails to fulfill them despite a written request to do so. Otherwise, early termination is excluded.
  4. In the event of early termination of the contract—for whatever reason—the fees for services already provided but not yet invoiced become due immediately and in full. Fees collected in advance will not be refunded unless the customer has justifiably terminated the contract in accordance with the previous paragraph. In this case, the fees paid for the period beyond the end of the contract will be refunded.

§ 7 Late payment and debt collection

  1. If the customer is in default of payment, GEOLYX is entitled to pause or completely discontinue the services until all outstanding claims and receivables have been paid. The pausing or discontinuation of services by GEOLYX does not release the customer from its obligation to pay. The customer cannot offset periods of pausing or discontinuation—even in the case of subsequent payment.
  2. GEOLYX reserves the right to provide further services only once all outstanding claims, including all costs of debt collection or legal action, have been settled.

§ 8 Right of set-off and right of retention

  1. The customer is only entitled to set off against claims of GEOLYX insofar as the counterclaims arise from the same contractual relationship and are undisputed or have been finally determined by a court. The exercise of a right of retention is only permissible insofar as the counterclaim is based on the same contractual relationship.

§ 9 Data protection

  1. As a German provider, GEOLYX is bound to comply with the General Data Protection Regulation (GDPR), known in Germany as the Datenschutz-Grundverordnung (DSGVO). GEOLYX collects and processes the collected data exclusively on servers and with systems that are subject to the GDPR.
  2. GEOLYX collects, stores, and processes Customer Data by means of electronic systems insofar as this is necessary for the provision and billing of GEOLYX’s functions. This may include personal or personally identifiable data. No Customer Data will be transferred to third parties unless this is necessary for billing purposes (e.g., payment providers) or GEOLYX is obliged to transfer Customer Data due to laws or court orders.
  3. GEOLYX collects, stores, and processes Analysis Data by means of electronic systems insofar as this is necessary to provide the GEO Function. This may include personal or personally identifiable data. No Analysis Data will be transferred to third parties unless this is necessary to provide the GEO Function or GEOLYX is obliged to do so due to laws or court orders.
  4. The customer can access the privacy policy, which describes the scope of the stored data in detail, and the description of how Customer Data and Analysis Data are processed under the GDPR on the GEOLYX website and in its GEOLYX Customer Account, or request them at any time at info@modular-minds.com.
  5. Insofar as GEOLYX processes personal data on behalf of the customer as part of the GEO Function, the customer is required to enter into a data processing agreement with GEOLYX pursuant to Art. 28 GDPR. To this end, GEOLYX provides a corresponding form and a means of submitting it to GEOLYX in the GEOLYX Customer Account.
  6. GEOLYX expressly points out to the customer that data protection and data security for data transmissions in open networks such as the internet cannot be guaranteed according to the current state of the art. GEOLYX has taken all technical and organizational measures required by law to protect stored personal data against misuse and unauthorized access. However, especially in the case of data transmission via the internet, GEOLYX has no control over the access possibilities of third parties and therefore cannot assume any responsibility for the security of data transmitted via the internet.

§ 10 Duties of the customer

  1. The customer is solely responsible for establishing the necessary technical and legal conditions for the use of GEOLYX.
  2. The customer is solely responsible for identifying, fulfilling, and maintaining the obligations incumbent upon it under applicable law. In this respect, GEOLYX provides exclusively technical support and assumes neither the customer’s obligations nor any warranty for their fulfillment. In particular, the customer ensures that the information it stores with GEOLYX, especially the Analysis Data, is accurate, complete, and up to date; GEOLYX may rely on the accuracy of this information and is not obliged to carry out its own substantive review. The customer also ensures that it is entitled to have the brands and domains it specifies analyzed by GEOLYX.
  3. Before using or implementing any analyses, evaluations, metrics, recommendations, or other results provided by GEOLYX, the customer reviews them, on its own responsibility, to determine whether they are suitable and accurate for its specific purposes. The customer is solely responsible for all changes it makes to its websites, its content, and its presence on third-party platforms. When implementing measures, the customer complies with the terms of use and policies of the respective platforms and AI Systems.
  4. Important messages from GEOLYX are sent by email and/or in the GEOLYX Customer Account. The customer ensures that these messages reach it and that it takes note of them.
  5. The customer always keeps the data it has stored with GEOLYX up to date. This applies in particular to data concerning tax matters, billing, and contact details. The customer is fully and unlimitedly liable to GEOLYX for any damages resulting from non-compliance.
  6. The customer is responsible for informing employees, customers, and other third parties who are directly or indirectly affected by the use of GEOLYX about the collected data and the type of data processing in accordance with the legal requirements.
  7. Overall, the customer undertakes not to violate contractual provisions or applicable law in connection with the use of GEOLYX.

§ 11 Contractual adjustments

  1. GEOLYX reserves the right to change these terms and conditions and prices. GEOLYX will announce such changes in the GEOLYX Customer Account and, where applicable, in text form with a notice period of at least two weeks. The changes take effect as announced unless the customer objects to them in text form by the announced effective date. If the customer objects in due time, the contract ends at the time the change takes effect.

§ 12 Liability

  1. GEOLYX is only liable for damages caused by intentional or grossly negligent acts. Any further liability is excluded. Liability is in any case limited to the value of the order.
  2. GEOLYX is not liable for impairments, limitations, or impediments to performance, or for interruptions or malfunctions of the GEOLYX services, that are caused by circumstances beyond GEOLYX’s responsibility.
  3. In particular, GEOLYX is not liable for any failure to achieve the visibility, mention, or position in the answers of AI Systems or on third-party platforms that the customer seeks, for the content of, errors in, outages of, or changes to AI Systems and third-party platforms, or for decisions the customer makes or measures it takes on the basis of GEOLYX’s results, or for the consequences of these decisions and measures. Responsibility for its offering and for these decisions and measures remains with the customer in accordance with § 3 and § 10. Liability under § 12.1 for intent and gross negligence on the part of GEOLYX remains unaffected.
  4. Liability toward commercial customers for loss of profit is excluded.

§ 13 Reference use

  1. GEOLYX is entitled to name the customer as a reference customer for the duration of the contractual relationship, stating its name and using its company logo, in particular on GEOLYX’s website, in presentations, and in other promotional and informational materials.
  2. The customer may object to the reference use pursuant to point 1 at any time with effect for the future. The objection may be made informally, for example by email. Upon receipt of the objection, GEOLYX will discontinue the reference use within a reasonable period; this does not affect any use already made in materials that had already been produced or distributed at the time of the objection, insofar as their adaptation cannot reasonably be expected of GEOLYX.
  3. Any presentation of the customer going beyond point 1, in particular in the form of a case study or user report reproducing specific project content, key figures, or other detailed information about the customer, takes place exclusively after prior consultation with the customer regarding the content and the customer’s approval of the respective publication.
  4. The above provisions are without prejudice to confidentiality obligations and the customer’s rights in its trademarks and signs. GEOLYX will use the customer’s logo and signs exclusively within the scope of the reference use and in a manner that preserves the customer’s reputation.

§ 14 Final clauses

  1. The German version of these terms and conditions shall always be used to interpret the content of the contract and the rights and obligations of the contracting parties.
  2. The place of performance and place of payment is Kiel, Federal Republic of Germany. This contract is governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  3. The exclusive place of jurisdiction for all claims arising out of or in connection with the contractual relationship between the contracting parties, including actions on checks and bills of exchange, as well as for all disputes arising between the parties concerning the formation, performance, or termination of the contract, is Kiel, Federal Republic of Germany, if the customer is an entrepreneur, a merchant, a legal entity under public law, or a special fund under public law, or is equivalent to these, or if the customer does not have a general place of jurisdiction in the Federal Republic of Germany. GEOLYX reserves the right to bring an action against the customer at the customer’s general or any other place of jurisdiction that may be competent under national or international law.
  4. Should individual provisions be or become invalid, or should these provisions contain a gap, the validity of the remaining provisions remains unaffected. In place of the invalid provision, a valid provision that comes closest to the intended provision in economic terms shall be deemed agreed.