Terms of Service (AGB)

The provider of the services made available at torchtechnology.de and in the associated web application is TORCHTECHNOLOGY LTD, a private company limited by shares under the law of the Republic of Cyprus, registered under company number HE 496008, with its registered office at 25 Martiou 27, D. Michael Tower, Flat/Office 105A, Egkomi, 2408 Nicosia, Republic of Cyprus (hereinafter "Torch", "we" or "us"). Contact: hello@torchtechnology.de.

These General Terms and Conditions (hereinafter the "Terms") govern conclusively the contractual relationship between Torch and the customer concerning the use of the Torch platform, including the products Torch Listings, Torch Studio and Torch Trends, as well as all associated websites, applications, interfaces and support services (hereinafter collectively the "Services").

Conflicting, deviating or supplementary general terms and conditions of the customer do not become part of the contract unless we have expressly consented to their application in text form. This applies even if we render the Services without reservation while aware of terms of the customer that deviate from these Terms.

For the purposes of these Terms, the following definitions apply: "customer" means the natural or legal person or partnership with legal capacity that concludes a contract with us; "account" means the registered access to the platform; "Inputs" means all content and data uploaded, entered or transmitted by the customer or its users (in particular product photographs, texts, trade marks, product and sales data); "Outputs" means the results generated by the platform's AI systems on the basis of the Inputs and the usage instructions (in particular texts, images, design variants, analyses and evaluations); "credits" means the platform-internal accounting unit for the use of computing and model resources.

An "entrepreneur" (business customer) is any person who concludes the contract in the exercise of a commercial or self-employed professional activity. A "consumer" is any natural person who concludes the contract for purposes that are predominantly outside their trade, business or self-employed professional activity.

In addition to these Terms, our Privacy Policy and – for consumers – our Withdrawal Policy apply, each of which is available on our website.

These Terms use concepts of German legal terminology. Even to the extent that the law of the Republic of Cyprus applies pursuant to Section 22.1, they are to be understood as follows: "text form" means a legible declaration made on a durable medium without any signature requirement, in particular by email; "material contractual obligations" (cardinal obligations) are obligations the fulfilment of which is essential to the proper performance of the contract in the first place and on the observance of which the customer may regularly rely; "limitation" (Verjährung) denotes a contractually agreed cut-off period upon the expiry of which the claim can no longer be asserted; references to provisions of German law or of Union law serve to determine the intended substance of the rule.

Our offering is directed exclusively at entrepreneurs within the meaning of Section 1.5; contracts with consumers are not envisaged. By placing an order, the customer confirms that it is concluding the contract in the exercise of its commercial or self-employed professional activity. Nevertheless, the legal classification as consumer or entrepreneur depends solely on the objective circumstances of the conclusion of the contract. Invoking consumer rights is never a ground for termination. We are entitled to terminate for cause only if the customer has intentionally and untruthfully confirmed entrepreneur status in order to obtain an advantage thereby.

Clauses of these Terms that apply only vis-à-vis entrepreneurs are identified by the introductory sentence "The following applies vis-à-vis entrepreneurs:" or by a corresponding express notice and do not apply to consumers. All other clauses apply equally to consumers and entrepreneurs.

Mandatory consumer rights, in particular statutory rights in respect of defects, the right of withdrawal and the provisions on jurisdiction and on the law applicable at the consumer's habitual residence, remain unaffected by these Terms.

The presentation of the Services and plans on our website does not constitute a binding offer but an invitation to submit an offer. The customer submits a binding offer by selecting the desired plan in the ordering process, providing the requested information in full, accepting these Terms and completing the chargeable ordering process.

We accept the customer's offer within two business days of completion of the ordering process, either by confirmation in text form or by activating access; whichever event occurs first is decisive. If we do not accept the offer within this period, the customer is no longer bound and payments already authorised are released. We expressly state the date of conclusion of the contract in the confirmation email.

Use of the Services requires an account. The customer is obliged to provide truthful, complete and current information upon registration and to keep such information up to date on an ongoing basis. An account may only be used by the authorised person or organisation.

The customer must keep its access credentials confidential, protect them against access by third parties and notify us of any unauthorised use without undue delay. The customer is responsible for all actions carried out via its account, unless it is not responsible for the unauthorised use.

Where the plan includes several user accounts (seats), the customer is responsible for compliance with these Terms by the users it has created as it is for its own conduct. User accounts are personal and may not be used jointly by several persons.

Registration is not permitted for persons under 18 years of age.

Torch provides a cloud-based software-as-a-service platform through which the customer can generate marketing and market analysis outputs with the aid of artificial intelligence systems. The platform currently comprises the products Torch Listings, Torch Studio and Torch Trends.

All products are provided via a shared account, a shared subscription and a shared credit pool. An active subscription entitles the customer to use all products enabled under the respective plan within the scope of the available credit balance.

The subject matter of the contract is exclusively the provision of the platform for use via the internet (provision of access) together with storage space to the contractually agreed extent. The transfer of the software for permanent retention, installation on the customer's premises, the creation of bespoke software, legal, tax or management consultancy as well as the provision of agency services are not owed.

We render the Services using models and infrastructure of our own and of third-party providers. The model state, the model versions and the technical design used in each case may evolve, provided that the core functional scope owed under the contract is preserved; changes are governed by Sections 17.3 and 17.4. The customer has no claim to the use of a particular model, a particular model version or a particular provider.

Operation and processing take place on infrastructure within the European Union in accordance with the requirements of the General Data Protection Regulation; details and any exceptions are set out in our Privacy Policy.

The rendering of the Services presupposes that the customer has an up-to-date web browser, a suitable internet connection and the rights required for use in its Inputs. The point of delivery (service handover point) is the router output of the data centre used by us.

Torch Listings generates AI-supported content for e-commerce. The service comprises in particular the derivation of a content strategy from available market data (reviews, competitive environment, demand indicators), the generation of content in common commerce formats (main image, gallery images, A+ content, PPC and Meta advertisements, social posts), the provision of sources for the statements generated, adherence to a stored brand kit as well as localisation for marketplaces.

A complete initial listing is charged at 200 credits and comprises the full analysis as well as an automatically generated, adaptive gallery of five to eight images. Each refinement and each additional motif is charged at 8 credits in each case. The applicable charging rates are displayed in the application before the respective operation is triggered.

The provision of sources for generated statements serves traceability and facilitates the review owed by the customer. It does not constitute any assurance that the respective statement is substantively accurate, current, complete or legally permissible. The customer must verify sources and statements on its own responsibility prior to publication.

The localisation and marketplace functions are aligned with the requirements of the respective marketplaces as known to us. Marketplace operators change their policies, character limits, category logics and review mechanisms continuously and without prior notice. We give no warranty that a generated listing will be accepted, indexed, approved or permanently published by a marketplace.

Torch does not owe any particular commercial success. In particular, no revenues, conversion rates, visibility or ranking positions, advertising results or increases in sales are owed or warranted.

Self-service checkout is active for Torch Listings; provision takes place in accordance with Section 11.7.

From a product photograph provided by the customer, Torch Studio generates a brand-consistent set of imagery, in particular studio shots, lifestyle scenes and derivatives in the common channel formats.

The images generated are synthetic, machine-generated representations. They may deviate from the actual product in colour, material, scale, level of detail, labelling and accessories and do not reproduce photographic reality. The customer is obliged to check every image for product fidelity and legal admissibility before use.

In particular, the customer is itself responsible for ensuring that the use of generated images does not infringe provisions on misleading commercial practices, labelling law, product safety law or advertising law. Images generated by us are accompanied by a stored provenance record (Section 8.8). The customer is responsible for any further visible labelling of AI-generated content required under applicable law or under platform policies.

If the Inputs contain depictions of persons, the customer must ensure that it holds all necessary consents and rights, in particular personality rights and rights of use.

Torch Studio is currently distributed via an individual demo and quotation process. Insofar as a separate agreement is concluded for this purpose, its provisions take precedence over these Terms; in all other respects, these Terms apply in addition.

Torch Trends identifies market movements on the basis of Amazon market data as well as supplementary signals from TikTok, Instagram and Google Trends and assesses these in terms of growth, breakout dynamics and the degree to which niches are already occupied.

The outputs of Torch Trends are exclusively informational market assessments based on historical and publicly available data. They do not constitute investment, financial, legal, tax or management advice, a recommendation or a warranty.

We give no warranty that an identified trend will materialise, persist or prove commercially realisable, or that scores, forecasts or niche assessments are accurate. Third-party data sources may be incomplete, delayed or erroneous, or may be discontinued or altered in scope without prior notice.

All entrepreneurial decisions, in particular decisions on assortment, purchasing, production, pricing and investment, are taken by the customer on its own responsibility and at its own risk. Liability for decisions based on trend analyses is governed by Section 18.

Torch Trends is currently distributed via an individual demo and quotation process. Section 6.5, sentence 2, applies accordingly.

The Outputs are generated automatically and probabilistically by machine learning systems. They are based on statistical patterns and not on any verification of reality. Identical or similar Inputs may lead to different Outputs.

The following applies vis-à-vis entrepreneurs: We give no warranty as to the accuracy, completeness, currency, consistency, novelty, uniqueness, fitness for a particular purpose or freedom from third-party rights of the Outputs. AI systems may generate factually incorrect statements (so-called hallucinations), attribute sources incorrectly or formulate statements that are legally impermissible. This disclaimer applies only vis-à-vis entrepreneurs. Vis-à-vis consumers, the statutory rights in respect of defects, including liability for defects of title, apply without restriction; Section 18.2 remains unaffected in any event.

Owing to the manner in which generative systems operate, identical or similar Outputs may be generated for other customers. There is no claim to exclusivity, uniqueness or a unique position of the Outputs vis-à-vis third parties.

The customer is obliged to review all Outputs as to their content, factual accuracy and legal admissibility before any use, publication, transfer or promotional use and to correct them where necessary. The decision on publication is taken exclusively by the customer; it lies solely within the customer's sphere of responsibility.

The customer bears responsibility for ensuring that the content it publishes or uses complies with applicable law and with the policies of the platforms and marketplaces used in each case. This applies in particular to marketplace policies (e.g. Amazon), advertising, competition and labelling law, requirements relating to health, environmental, sustainability and efficacy claims, price indication and product safety law, as well as to third-party rights (copyright, trade mark, design, patent and personality rights).

We are liable for measures taken by third parties in response to content published by the customer – in particular the suspension or termination of seller, advertising or platform accounts, the removal, downgrading or non-indexation of listings, interruptions to advertising or the suspension of payouts by marketplace operators – only in accordance with Section 18.

Any particular commercial success – in particular conversion rates, rankings, reach, click, advertising or sales results – is not the subject matter of the contract and is not owed.

AI labelling: To the extent that this is incumbent upon us pursuant to Article 50(2) of Regulation (EU) 2024/1689 (AI Act), we record machine-readable provenance information for the Outputs generated by the platform — in particular the generating software agent, the format, a unique version identifier and a hash of the content — and retain it with the respective Output version in our systems. This record is held alongside the Output; it is not currently embedded in the delivered file and is not a cryptographically signed Content Credential. Where we embed markings or metadata in the delivered file, the customer may not remove, alter, obscure or technically circumvent them and will preserve them when editing, converting and passing on the Outputs, insofar as this is technically possible and reasonable for the customer. As a deployer within the meaning of the AI Act, the customer is responsible for fulfilling the transparency and disclosure obligations incumbent upon it, in particular under Article 50(4) of the AI Act as well as under the policies of the platforms and marketplaces it uses, on every publication of Outputs. If the customer breaches this Section, Sections 13.6 and 16.5 apply accordingly.

We offer new customers a free trial at a price of EUR 0.00 with a term of 7 days from activation. The trial includes a balance of 300 credits which may be used across all enabled Torch products.

Setting up the trial requires a valid credit card or an equivalent means of payment to be stored as security. No charge is made to the stored means of payment during the trial.

Unused trial balances expire without compensation upon expiry of the 7-day trial. No payout, transfer or crediting against a chargeable subscription takes place.

If the customer has expressly selected a chargeable follow-on plan in the ordering process and does not end the trial before its expiry, the trial converts into that subscription. In the ordering process and in good time before the expiry of the trial, we notify the customer in text form of the forthcoming conversion, the price then payable and the option of ending the trial. If no chargeable plan was selected in the ordering process, the trial ends automatically upon expiry of the 7 days without any chargeable subscription coming into existence; no charge is made in that case. The trial may be ended at any time during the trial period without giving reasons, either in the application or in text form.

The trial may be used only once per customer, account, means of payment and company. Repeated use by creating additional accounts is impermissible and entitles us to suspend access.

We reserve the right to change or discontinue the scope of the free trial at any time. Trials already commenced continue on the terms applicable at their commencement.

Availability may be limited during the trial. For the trial rendered free of charge, Section 18 applies with the proviso that, in cases of ordinary negligence, we are liable only for the breach of material contractual obligations and only up to the foreseeable damage typical of this type of contract. Our liability under Section 18.2 remains unaffected in any event, that is, in cases of intent and gross negligence, injury to life, body or health, fraudulent concealment of a defect, within the scope of a guarantee assumed by us as well as under product liability law.

We offer the following self-service plans: "Launch" at EUR 29.00 per month (USD 36.00) with 640 credits per month; "Growth" at EUR 79.00 per month (USD 99.00) with 1,900 credits per month as well as access to prioritised models and A/B variant sets; "Business" at EUR 199.00 per month (USD 249.00) with 5,200 credits per month, several user accounts and brands as well as prioritised support. The amounts stated are net prices (vis-à-vis consumers, the total prices under Section 11.1 apply). The "Agency" plan, comprising REST API, MCP server, onboarding and SSO, is agreed and priced individually.

Subscriptions may be terminated on a monthly basis (Section 19). US dollar amounts stated are display prices; the billing currency shown at checkout is decisive for billing purposes.

Credits are the internal accounting unit for the use of computing and model resources. The number of credits payable for an operation is displayed in the application before the operation is triggered. We may adjust the credit rates only with effect for future billing periods and only subject to the requirements of Section 12 (objective reason, at least 30 days' prior notice in text form, passing on of cost reductions, the customer's right of special termination effective as at the date the adjustment takes effect, express consent in the case of consumers). Within a billing period already paid for, the rates displayed in the application at the beginning of that period remain binding. Top-up credits already purchased are charged at the rates applicable at the time of purchase.

Monthly subscription credits are credited at the beginning of each billing period. Unused monthly credits are carried over once into the immediately following billing month and expire to the extent that they are not used there either. No further accumulation takes place.

In addition, credit top-ups (pay-as-you-go) may be purchased in the application from EUR 15.00 (USD 19.00). Purchased top-up credits do not expire; they remain available for as long as the account exists. Upon termination of the contract, the ability to use them ends in accordance with Section 19.6; the purchase price attributable to unused top-up credits is refunded in accordance with Section 19.6. If an account continues to exist for more than 24 months without an active subscription and without use, we may close it after prior notice in text form subject to a period of 30 days; in that case, unused top-up credits are refunded at the pro rata purchase price.

When charging, credits are consumed in the following order: first the trial balance, then credits carried over from the previous month, then current monthly credits, and lastly purchased top-up credits. This order serves to preserve value in the customer's favour.

Once the monthly subscription credits have been used up, use may be continued without interruption via pay-as-you-go. An automatic, chargeable top-up takes place exclusively where the customer has expressly and separately activated this function in the ordering process or in the account settings, by means of a checkbox that is not pre-ticked. Upon activation, the top-up amount, the trigger threshold and a monthly maximum limit are displayed and confirmed by the customer. We confirm each automatic top-up to the customer without undue delay in text form to the email address stored in the account, stating the amount charged, the remaining balance, the remaining monthly maximum limit and a direct link for immediately deactivating the function. The top-up amount, the trigger threshold and the monthly maximum limit can be changed only by the customer itself; we do not increase them unilaterally. Without such express activation, no charge is made; use is then paused until the customer tops up manually or the next billing period begins. Statements in our advertising and product presentation regarding uninterrupted continued use after the monthly allowance has been consumed (for example "never blocked in the middle of a project") relate exclusively to accounts in which automatic top-up is activated; without such activation, the customer may resume use at any time by means of a manual top-up in the application.

Credits are tied to the account, are non-transferable, non-tradable and cannot be transferred to other accounts or customers. Credits do not bear interest. Cash payout of a credit balance as such is excluded; instead, the purchase price attributable to unused top-up credits is refunded in accordance with Sections 10.5 and 19.6 as well as in the event of an effective withdrawal or an effective termination for cause by the customer.

Credits do not constitute electronic money, a means of payment or a claim against third parties.

Consumption and refund of credits: Credits are deemed consumed upon the triggering of the respective operation, as soon as processing has begun. This applies even where the customer is not satisfied with the substance or design of the generated Output, does not use or discards the Output, or where a content, safety or brand filter of a model provider used refuses the output in whole or in part. There is no claim to a refund, re-crediting or free repetition in this respect; Section 8 and the statutory rights of consumers in respect of defects remain unaffected. If an operation fails for a technical reason for which we are responsible, in particular by aborting without any output being produced at all, we will re-credit the credits charged for it, provided that the customer objects to the operation in text form within 30 days of it being triggered. Credits consumed as a result of unauthorised use of the account for which the customer is responsible pursuant to Section 3.4 are not re-credited.

The amounts stated in Section 10.1 are net prices and apply as such vis-à-vis entrepreneurs; statutory value added tax is charged in addition at the rate applicable in each case, unless the reverse charge procedure applies. Vis-à-vis consumers, the prices are total prices including the value added tax applicable at the consumer's habitual residence; for consumers in Germany they currently amount to EUR 34.51 (Launch), EUR 94.01 (Growth) and EUR 236.81 (Business) per month, and from EUR 17.85 per credit top-up. No further costs are incurred.

Subscriptions are billed monthly in advance and renew automatically for one further month at a time until terminated. The billing period begins upon activation or upon conversion from the trial.

Payment processing is carried out by Stripe Payments Europe Ltd., Dublin. A separate legal relationship may exist between the customer and Stripe; Stripe's terms and privacy notices (available at https://stripe.com/de/legal) concern exclusively that relationship and do not become part of the contract between the customer and us. These Terms apply exclusively to the contractual performance relationship. The customer authorises us and/or Stripe to charge the stored means of payment with the amounts due in each case and ensures that the stored means of payment is valid and has sufficient funds.

Invoices are made available electronically in text form. The customer consents to electronic invoicing.

If the customer is in default of payment, we may, after an unsuccessful reminder setting a reasonable deadline, suspend access to the Services in whole or in part and refuse further performance until all amounts due have been settled. The obligation to pay the agreed remuneration continues for the duration of any suspension for which the customer is responsible. Further statutory rights, in particular to default interest and compensation for damage caused by default, remain unaffected.

If the customer culpably causes a direct debit return or a chargeback although it is not entitled to do so, it must reimburse us for the resulting fees charged by our payment service provider as well as for our processing effort; for this we charge a flat rate of EUR 15.00 per occurrence. The customer remains free to prove that no damage or substantially less damage was incurred; we remain free to prove higher damage. There is no claim to reimbursement if the reversal is based on circumstances for which we or our payment service provider are responsible or if the customer was entitled to request the reversal. In cases of an unjustified reversal, we are further entitled to suspend access to the account with immediate effect and without prior reminder until the outstanding amount has been settled and the reversal procedure has been concluded; credits already consumed and services already rendered remain payable in full and may be invoiced again. Two unjustified reversal proceedings for which the customer is responsible within twelve months constitute cause for extraordinary termination within the meaning of Section 19.3.

Access to the Services is set up following successful checkout. If automatic provisioning is not yet active for the product selected, we invite the customer by email, as a rule within 24 hours of confirmation by Stripe. Vis-à-vis consumers, activation before the expiry of the withdrawal period takes place only where the consumer has expressly consented to the early commencement of performance; if the consumer does not consent, we nevertheless provide the Services, without this causing the consumer's right of withdrawal to lapse. Details are set out in our Withdrawal Policy.

The following applies vis-à-vis entrepreneurs: The customer may set off only against counterclaims that are undisputed or have been established by a final and binding decision. The customer is entitled to a right of retention only in respect of counterclaims arising from the same contractual relationship.

The following applies vis-à-vis entrepreneurs: The assignment of the customer's claims against us to third parties requires our prior consent in text form; consent will not be refused without objective reason. Mandatory statutory provisions on the effectiveness of assignments in commercial dealings remain unaffected.

Taxes: In the ordering process, the customer must correctly state whether it is acting as an entrepreneur or as a consumer, in which country it is established and – in the case of entrepreneurs established in the European Union outside the Republic of Cyprus – must provide a valid VAT identification number; changes must be notified to us without undue delay. In the case of cross-border services to entrepreneurs within the European Union, the tax liability passes to the customer under the reverse charge procedure. The following applies vis-à-vis entrepreneurs: If the customer's statements regarding status, place of establishment or VAT identification number prove to be incorrect, invalid or out of date, the customer is obliged to reimburse us for the value added tax arising as a result, together with interest, late payment and default surcharges and ancillary costs; we are entitled to charge the corresponding amounts subsequently and to collect them via the stored means of payment. The following further applies vis-à-vis entrepreneurs: All prices are exclusive of withholding taxes and comparable deductions; if the customer is obliged to withhold under the law applicable to it, the amount payable by the customer increases such that, after the deduction, we retain the agreed amount undiminished.

We are entitled to adjust the prices for subscriptions as well as the credit allowance of the plans with effect for future billing periods. Adjustments require an objective reason, in particular changes in the procurement costs for model, computing and infrastructure services, changes to taxes or levies, or a general development of costs. We pass on cost reductions in the same cost items to the customer according to the same criteria and to the same extent; a price increase is permissible only to the extent that the cost increase is not offset by cost reductions in other items.

An adjustment is announced to the customer in text form at least 30 days before it takes effect. It takes effect at the earliest at the beginning of the billing period following the expiry of the notice period.

The customer may terminate the contract up to the date on which the adjustment takes effect, with effect as at that date; we draw the customer's attention to this, and to the fact that continued use after the adjustment takes effect is deemed to constitute consent, separately and prominently in the announcement itself. No deemed consent arises vis-à-vis consumers: as regards consumers, the adjustment becomes effective only if they expressly consent to it; otherwise the contract ends upon expiry of the last billing period paid for at the previous price.

Price reductions and the introduction of additional services at no extra cost do not require a notice period.

The customer remains the holder of the rights in its Inputs. We acquire no rights in the Inputs beyond the licence set out below.

The customer grants us a non-exclusive, royalty-free right, limited in territory and time to the duration of the contract and, to the extent of Section 14.6, beyond it, and limited to the extent necessary for the rendering of the Services, to store, reproduce, technically edit, transmit and – including through commissioned sub-processors and model providers – process the Inputs, insofar as this is necessary for rendering the Services, generating the Outputs, ensuring operation, remedying errors and fulfilling statutory obligations.

The customer's Inputs or Outputs are not used to train our own or third parties' general AI models unless the customer has expressly and separately consented thereto. Processing for the purpose of rendering the commissioned service as well as the evaluation of aggregated, non-personal and non-customer-related usage statistics for the purpose of improving the service remain unaffected by this.

The customer warrants that it holds all rights in the Inputs that are necessary for use in accordance with the contract, in particular copyright, trade mark, design, personality and database rights, as well as the data protection grounds required for the processing, and that the Inputs do not infringe applicable law or third-party rights.

The customer is itself responsible for the lawfulness of its Inputs and for backing up its own data outside the platform. We are entitled to block or remove Inputs where there are specific indications of an infringement of law; we will inform the customer thereof without undue delay, unless statutory obligations preclude this.

The following applies vis-à-vis entrepreneurs: The customer indemnifies us as well as our affiliated companies, corporate bodies, employees and sub-processors against all claims, demands, proceedings, administrative fines, contractual penalties and sanctions of third parties – including marketplace and platform operators, competitors, consumer protection and competition associations, rightholders, data subjects and public authorities – which are based on the customer's Inputs, on the use, utilisation or publication of Outputs by the customer, or on a breach by the customer of Section 13.4, Section 16 or applicable law. The indemnification covers the reasonable costs of legal prosecution and defence, including court and lawyers' fees, as well as the costs of necessary measures of defence and remedy. Fault on the part of the customer is not required; however, the indemnification lapses proportionately to the extent that the claim is based on a breach of duty for which we are responsible. We will inform the customer without undue delay of any claim asserted, will where possible leave the conduct of the dispute to the customer and will not make any acknowledgement without the customer's consent. Vis-à-vis consumers, the statutory provisions apply exclusively.

Upon generation of the Outputs, Torch transfers to the customer – insofar as rights arise in the Outputs at all and insofar as such rights are transferable – all rights in the Outputs; in all other respects, we grant the customer a non-exclusive right of use in the Outputs, unlimited in time, territory and content, irrevocable, transferable and sub-licensable, for all known types of use. The remuneration for the respective operation is deemed to have been paid in full upon the charging of the credits used (trial balance, subscription credits or purchased top-up credits). The Outputs therefore belong to the customer; in particular, the customer may use, edit, publish and sub-license them commercially.

In the relationship between Torch and the customer, the Outputs belong exclusively to the customer; Torch asserts no exploitation rights of its own in them and reserves no rights of use for its own promotional purposes. This expressly does not entail exclusivity vis-à-vis third parties who obtain identical or similar Outputs on the basis of their own Inputs (Section 8.3); the customer has no claim to injunctive relief against such third parties or against Torch in this respect. The customer will be named as a reference only after prior consent in text form.

The customer acknowledges that, under the law of numerous states, purely machine-generated Outputs may enjoy no copyright protection, or only limited protection, for lack of a human creative contribution. We therefore do not owe any particular intellectual property status of the Outputs.

The following applies vis-à-vis entrepreneurs: The grant of rights does not entail any assurance that the Outputs are free from third-party rights; this disclaimer applies only vis-à-vis entrepreneurs. Vis-à-vis consumers, the statutory rights in respect of defects, including liability for defects of title, apply without restriction; Section 18.2 remains unaffected in any event. If a consumer is subject to a claim by a third party on account of a defect of title in an Output for which we are responsible, we will support the consumer in defending the claim and will reimburse the necessary costs arising therefrom in accordance with Section 18. The customer's duty to review under Section 8.4 remains in place.

Since the remuneration for each operation has already been paid by way of the subscription fees billed in advance, the trial balance or the credits purchased in advance, the customer acquires the rights in the Outputs upon their generation. There is no reservation of rights on account of other outstanding claims not attributable to the specific operation.

We retain in the Inputs and Outputs a non-exclusive, royalty-free, transferable right, continuing beyond the end of the contract, to store, reproduce, technically edit and process them insofar as this is necessary for (i) technical operation, data backup, backups and restoration, (ii) the detection, investigation, prevention and documentation of misuse, security incidents and infringements of law, including automated content review, (iii) the fulfilment of statutory, regulatory or judicial obligations, and (iv) the assertion, exercise and defence of legal claims. This right ends upon expiry of the respective statutory retention and limitation periods. Use for training general AI models is not covered by this; Section 13.3 remains unaffected.

All rights in the platform, the software, the user interfaces, the models, model configurations, prompt architectures, templates, workflows, documentation, trade marks, signs and the underlying know-how belong exclusively to us or to our licensors. The customer receives exclusively the non-exclusive and non-transferable right of use described in Section 4, limited to the term of the contract.

The customer is prohibited from: reverse engineering, decompiling, disassembling or otherwise determining the source code or the underlying models, weights, system instructions or prompts of the software or parts thereof, unless permitted by mandatory law; reading out the platform or its content by automated means (scraping, crawling) or systematically extracting it on a large scale; reproducing, renting out, lending or making the platform available to third parties; removing or altering intellectual property notices.

The customer is prohibited from using system instructions, prompt architectures, model configurations, model weights or other technical data of the platform not intended for the customer in order to train, fine-tune or replicate competing AI systems, or from systematically extracting system responses for that purpose. This restriction ends two years after the end of the contract. It does not apply to the Outputs in which the customer has acquired the rights pursuant to Section 14; the customer may dispose of these freely, without restriction and without time limit. The customer's own Inputs remain usable without restriction in any event.

If the customer submits suggestions, proposals for improvement, error reports or other feedback to us, we may use such feedback free of charge and without restriction as to time, territory or content in order to improve and further develop our Services, without any claims accruing to the customer as a result.

Confidentiality: The parties shall treat as confidential all information made available to them by the other party that is marked as confidential or is confidential by its nature, shall use it exclusively for the purposes of the contract and shall not make it available to third parties. On our side, confidential information includes in particular individual offers and prices (Agency plan), roadmaps, features that are not generally available, system instructions, prompt and model architectures, model configurations, security information as well as the results of tests and performance measurements. The obligation applies for the term of the contract and for five years thereafter. Excluded is information that is generally known or becomes known without a breach of this Section, that was already known to the receiving party prior to disclosure, that it developed independently, or the disclosure of which is required by law, by a public authority or by a court; in the latter case, the receiving party shall inform the other party in advance to the extent legally permissible.

Beta, preview and demo features: We may make features available as "beta", "preview" or "early access" as well as in the context of demos or pilot projects. These are provided free of charge, without any assurance of availability, without warranty for defects and without any claim to their continuation or transfer into productive operation; we may change, restrict or discontinue them at any time without prior notice. We are liable for them in accordance with Section 9.7. Beta, preview and demo features as well as the information obtained in connection with them are confidential within the meaning of Section 15.5; screenshots, recordings, performance comparisons (benchmarks) and publications relating to them require our prior consent in text form.

The customer undertakes to use the Services exclusively within the framework of applicable law and these Terms.

The following are prohibited in particular: the generation, storage or dissemination of unlawful, infringing, misleading, defamatory, harmful to minors, discriminatory or violence-glorifying content; the generation of deceptive representations regarding product characteristics, origin, certifications, test results or reviews; the generation of fake customer reviews; use for the infringement of third-party rights.

The following are further prohibited: circumventing or defeating technical restrictions, quotas, security measures or access controls; deliberately manipulating the AI systems, in particular by prompt injection or jailbreaking, in order to undermine security, content or usage restrictions; generating excessive automated system load that impairs operation; use without valid authorisation.

The resale of the Services, use as a service bureau as well as the provision of the Services to third parties in the customer's own name require a separate agreement in text form. The provision of agency services to the customer's own clients using the platform is permitted within the framework of the plans supporting multiple brands, provided that the customer ensures compliance with these Terms.

In the event of breaches of this Section, we will take measures that are proportionate to the severity of the breach. The following measures come into consideration on a graduated basis: notice and a request to remedy the breach, removal or blocking of individual content, throttling or temporary suspension of individual functions or of the account, as well as extraordinary termination for cause. Prior to any suspension, the customer will be heard or given a warning, unless this is unreasonable on account of the severity of the breach, a risk to operations or statutory obligations.

The customer will be informed of any suspension in text form, stating the reasons, and will be given the opportunity to comment. There is no claim to a refund for periods of a justified suspension.

Sanctions and export control law: The customer warrants that neither it nor its shareholders, corporate bodies or beneficial owners are listed on a sanctions list of the European Union, the United Nations, the United Kingdom or the United States (in particular the SDN list of the US OFAC), that it is not controlled directly or indirectly by such a person, and that it is neither established in a comprehensively sanctioned territory nor accesses the Services from there. The customer will not use, pass on or make available to third parties the Services, access credentials, interfaces and Outputs in breach of export, sanctions, embargo, dual-use or customs provisions, in particular not for military or armament-related purposes, for purposes of weapons of mass destruction or for the benefit of sanctioned persons. The customer maintains this warranty throughout the entire term of the contract and will notify us of any change without undue delay. In the event of a breach or of a reasonable suspicion thereof, we are entitled to suspend access without prior notice and without the hearing provided for in Section 16.5, to withhold payments and to terminate the contract without notice; we will refund advance payments made for periods not used, insofar as this is legally permissible. The following applies vis-à-vis entrepreneurs: The customer indemnifies us against all claims, administrative fines, sanctions and costs resulting from a breach of this Section.

We provide the platform with an availability of 99.0% on a monthly average. Announced maintenance windows (Section 17.2), periods of force majeure (Section 17.5) as well as disruptions attributable to the customer's sphere of responsibility or to its access connection do not count as downtime. More extensive service levels may be agreed separately in text form ("Agency" plan).

We carry out maintenance work in low-usage periods where possible and announce plannable maintenance windows with reasonable notice in the application or by email. We may carry out measures that cannot be postponed in order to maintain operational and data security without prior notice.

The Services presuppose third-party services, in particular model providers, data centre, network and payment service providers. Disruptions, capacity bottlenecks, policy changes, price or model changes as well as the discontinuation of third-party services may impair availability and the quality of the Outputs. We are entitled to change the models and sub-processors used, provided that the core functional scope owed is preserved.

Beyond maintaining conformity with the contract, we may change the Services only where there is a valid reason for doing so. Valid reasons are exclusively: (a) adaptation to a changed technical environment or an increased number of users, (b) requirements of IT security, (c) adaptation to changed mandatory legal requirements, (d) the discontinuation or material modification of a third-party service used by us. The change is made at no additional cost to the customer. If it impairs access to the Services or their usability more than negligibly, we will inform the customer at least 30 days in advance on a durable medium, stating the reason, the date and the customer's right of termination; the customer may then terminate the contract free of charge within 30 days of receipt of the information or of the date of the change. The right of termination lapses if we continue to make the unchanged version available to the customer at no additional cost.

We are not liable for performance disruptions based on force majeure, in particular natural events, war, terrorism, official orders, epidemics, strikes, large-scale power or telecommunications failures, cyberattacks of significant scale or the failure of essential third-party inputs which we were unable to avert despite reasonable care. For the duration of an event of force majeure that precludes the use of the platform in whole or in essential parts, the mutual performance obligations are suspended; the customer's payment obligation lapses pro rata for that period, and fees already paid will be credited pro rata or, upon request, refunded. If the event continues for more than 30 days, either party may terminate the contract with immediate effect.

The customer is obliged to notify us of disruptions without undue delay, in a comprehensible manner and stating the circumstances, and to support us in the analysis of errors to a reasonable extent.

The statutory rights in respect of defects apply to the provision of the platform, subject to the following provisions. An impairment that is based on use not in conformity with the contract, on the customer's Inputs, on third-party services, on force majeure or on the probabilistic manner of operation of generative AI systems described in Section 8 does not constitute a defect. Strict liability for initial defects is excluded vis-à-vis entrepreneurs. Sentences 2 and 3 apply only vis-à-vis entrepreneurs. Vis-à-vis consumers, the statutory requirements for digital products (including the corresponding provisions at the consumer's habitual residence) apply without restriction; a deviation from the objective requirements comes about only by way of a separate, express agreement outside these Terms.

We are liable without limitation in cases of intent and gross negligence, in the event of injury to life, body or health, in the event of fraudulent concealment of a defect, within the scope of a guarantee expressly assumed by us as well as under mandatory provisions of product liability law.

In cases of ordinary negligence, we are liable only for the breach of material contractual obligations (cardinal obligations). Material contractual obligations are those obligations the fulfilment of which is essential to the proper performance of the contract in the first place and on the observance of which the customer may regularly rely – here in particular the provision of access to the platform to the contractually agreed extent, the crediting and correct charging of the contractually agreed credits, the safeguarding of the confidentiality and security of the data stored by the customer as well as compliance with the data protection obligations under the data processing agreement. In such cases, our liability is limited to the foreseeable damage typical of this type of contract at the time of conclusion of the contract.

The following applies in addition vis-à-vis entrepreneurs: In the cases covered by paragraph 3 (ordinary negligence, breach of material contractual obligations), our liability – irrespective of the legal basis, in particular in contract, pre-contractual obligation, tort or other liability – is limited per incident of damage to the higher of EUR 25,000.00 and twelve times the monthly fee last paid, but in total to EUR 50,000.00 within any twelve-month period. This maximum limit expressly also applies to liability under paragraph 3. Furthermore, liability for indirect damage, consequential damage, lost profit, lost savings and reputational damage is excluded to the extent that such damage exceeds the foreseeable damage typical of this type of contract; liability for data loss is excluded to the extent that the data loss is not based on a breach of contractual data backup obligations for which we are responsible. The limitations of this paragraph do not apply in the cases covered by paragraph 2.

If the customer breaches its duties to review under Section 8.4, publishes Outputs without review or uses them contrary to platform policies, advertising or labelling law or other applicable law, any claim for compensation against us is excluded or reduced in accordance with the respective contributions to causation and fault, to the extent that the damage is based thereon. Our liability under Section 18.2 remains unaffected in any event.

The customer is obliged to back up Outputs and data important to it regularly outside the platform. The following applies vis-à-vis entrepreneurs: In the event of data loss for which we are responsible, our liability is limited to the effort that would have been necessary to restore the data from properly maintained backup copies.

The following applies vis-à-vis entrepreneurs: Claims against us – with the exception of the cases referred to in paragraph 2 as well as other cases in which the law mandatorily provides for longer periods – become time-barred twelve months after the statutory commencement of the limitation period.

Insofar as our liability is excluded or limited, this also applies to the personal liability of our legal representatives, employees, vicarious agents and persons employed in performing our obligations.

The foregoing provisions do not entail any change to the statutory burden of proof to the customer's detriment. Paragraph 1, sentences 2 and 3, as well as paragraphs 4, 6 and 7 apply exclusively vis-à-vis entrepreneurs. In all other respects, the statutory rules on liability and limitation apply vis-à-vis consumers; paragraph 2 remains unaffected in any event.

Subscriptions are concluded for an indefinite period and run with a minimum term of one month. They may be terminated by either party at any time with effect as at the end of the current billing period ("terminable monthly"). Fees already paid for the current billing period are not refunded pro rata; access remains in place until the end of the period paid for. Section 17.5 (force majeure) remains unaffected.

Termination is possible in text form to hello@torchtechnology.de or via the termination function in the application. Consumers additionally have access to an easily accessible termination option as provided for by law.

The right to extraordinary termination for cause remains unaffected for both parties. Cause exists for us in particular in the event of serious or repeated breaches of Section 16, in the event of default of payment of at least two monthly fees despite a reminder, in the event of repeated unjustified payment reversals under Section 11.6, in the event of an intentionally untruthful declaration of entrepreneur status (Section 2.1) or in the event of abusive repeated use of the trial.

The free trial ends automatically upon expiry of the 7 days or upon conversion into a chargeable subscription; no termination is required.

After the end of the contract, we provide the customer with the opportunity to export its Inputs and Outputs in a commonly used format for a period of 30 days. After the expiry of this period, the data will be deleted in accordance with our Privacy Policy and statutory retention obligations. The customer is itself responsible for carrying out the export in good time. In the case of termination for cause on account of unlawful content, the export may be limited to the data not objected to.

Unused trial balances as well as unused monthly subscription credits, including credits carried over from the previous month, expire without compensation at the end of the contract. Purchased top-up credits do not expire: if the contract ends before they have been consumed, the customer may still redeem them within 30 days of the end of the contract; at the customer's request, we will instead refund the purchase price attributable to the unused top-up credits within 14 days of receipt of the request, to the means of payment last used. Alternatively, the customer may request that the balance be reserved for 24 months after the end of the contract for a resumption of the contract. In the event of an extraordinary termination validly declared by us pursuant to Section 16.5 or Section 19.3, we are entitled to refuse further redemption and to refund instead the purchase price attributable to the unused top-up credits. Section 10.8 remains unaffected.

Provisions which by their nature are intended to survive the end of the contract continue to apply after the end of the contract. These are in particular Sections 8 (responsibility for Outputs already generated and used), 10.8 and 10.9, 11 in respect of payment claims already arisen, including Sections 11.6, 11.8, 11.9 and 11.10, 13.2 to 13.6, 14 including Section 14.6, 15 – in respect of Section 15.3 with the time limitation set out therein and in respect of Section 15.5 with the five-year period set out therein –, 16.7, 18, 19.5 to 19.7, 20, 22 as well as 23.2, 23.4, 23.5 and 23.6.

We process personal data in accordance with applicable data protection law, in particular the General Data Protection Regulation (GDPR). Details of the nature, scope, purposes and legal bases of the processing as well as of the rights of data subjects are set out in our Privacy Policy.

The processing and storage of customer data take place on infrastructure within the European Union. Any transfers to third countries take place only on the basis of an adequacy decision or appropriate safeguards within the meaning of Articles 44 et seq. GDPR and are disclosed in the Privacy Policy.

Insofar as we process personal data on behalf of the customer in the course of rendering the Services, the data processing agreement provided by us pursuant to Article 28 GDPR automatically becomes part of this contract upon conclusion of the contract. We make it available to the customer in the account and together with the contract confirmation as a document; it may also be requested at any time as a signed document via hello@torchtechnology.de. The data processing agreement takes precedence over these Terms in respect of the processing of personal data on behalf of the customer.

The customer is responsible for the lawfulness of the transfer of personal data to us and for the existence of a legal basis. The customer will not transfer to us any special categories of personal data within the meaning of Article 9 GDPR unless this has been separately agreed in advance.

We take appropriate technical and organisational measures to protect the data in accordance with Article 32 GDPR.

We may amend these Terms with effect for the future where there is an objective reason for doing so. Objective reasons are in particular changes in the law or in the case law of the highest courts, requirements imposed by supervisory authorities, the introduction or further development of features and products, changes to the service providers used as well as requirements of IT and data security. Amendments to the principal contractual obligations, the remuneration, the credit allowance as well as the liability provisions are excluded from this right of amendment.

We announce amendments to the customer in text form at least 30 days before they take effect. The announcement contains the amended provisions in highlighted form, the date on which they take effect as well as a clear reference to the customer's right of objection and right of special termination.

The customer may object to the amendments in text form up to the date on which they take effect, or terminate the contract with effect as at that date. If the customer objects, the previous terms continue to apply unchanged. The mutual right of ordinary termination under Section 19.1 remains unaffected; we will not declare a termination solely on account of the objection.

Vis-à-vis consumers, amendments to these Terms become effective only if the consumer expressly consents to them. Vis-à-vis entrepreneurs, continued use after the amendments take effect is deemed to constitute consent, provided that we have expressly, prominently and in text form pointed out in the announcement that continued use is deemed to constitute consent and that the customer may object or terminate up to the date on which the amendments take effect.

Amendments that shift the balance of performance and consideration to the customer's detriment (in particular price changes) are governed exclusively by Section 12. There is no unilateral right to amend the essential principal contractual obligations.

The law of the Republic of Cyprus applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of the rules of private international law insofar as these refer to another legal system. The concepts of German legal terminology used in these Terms are to be interpreted in accordance with Section 1.7.

If the customer is a consumer, the choice of law applies only insofar as it does not deprive the consumer of the protection afforded by the mandatory provisions of the law of the state in which the consumer has their habitual residence (Article 6(2) of the Rome I Regulation).

If the customer is an entrepreneur, a legal person under public law or a special fund under public law, the place of jurisdiction for all disputes arising out of and in connection with this contract is Nicosia, Republic of Cyprus. For actions against us, this place of jurisdiction is exclusive; we are entitled to bring proceedings against the customer at its general place of jurisdiction as well.

For consumers, the statutory places of jurisdiction, in particular the place of jurisdiction at the consumer's domicile under Regulation (EU) No 1215/2012 (Brussels Ia), remain unaffected.

The online dispute resolution platform (ODR platform) operated by the European Commission was discontinued with effect from 20 July 2025 and is no longer available. We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board. Consumers may address complaints directly to hello@torchtechnology.de at any time; we are interested in reaching an amicable solution and generally respond within 14 days. Access to the competent state courts remains unaffected.

If the contract is initiated and concluded in the German language, the German version of these Terms is authoritative; if it is initiated and concluded in the English or Spanish language, the respective English or Spanish version is authoritative. We ensure that all language versions are consistent in substance; vis-à-vis entrepreneurs, the German version prevails in the event of discrepancies.

Consumers have a right of withdrawal subject to the statutory requirements. The details, the conditions for an early lapse of the right of withdrawal as well as the model withdrawal form are set out in our Withdrawal Policy.

Amendments and supplements to this contract must be made in text form. This also applies to any waiver of this text form requirement. Individual agreements between the parties take precedence over these Terms in any event.

We are entitled to engage sub-processors for the rendering of the Services. A transfer of this contract to a legal successor by way of universal succession or in the context of a sale of the business is permitted; in that case, consumers may terminate the contract with immediate effect.

Declarations within the framework of this contractual relationship may be made in text form, in particular by email to the address stored in the account. The customer shall keep its email address up to date.

Should individual provisions of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the statutory rule.

The customer may transfer this contract as well as individual rights and obligations arising from it – including the account, the user accounts and existing credit balances – to a third party only with our prior consent in text form. Consent will not be refused without objective reason; an objective reason exists in particular where there are indications that the acquirer would breach Section 16, including Section 16.7, or where the transfer serves to circumvent Section 9.5 or Section 16.4. A transfer carried out without consent is ineffective vis-à-vis us and entitles us to suspend access pursuant to Section 16.5. Sections 11.9 and 10.8 remain unaffected.

If you have any questions regarding these Terms, you can reach us at hello@torchtechnology.de or by post: TORCHTECHNOLOGY LTD, 25 Martiou 27, D. Michael Tower, Flat/Office 105A, Egkomi, 2408 Nicosia, Republic of Cyprus (HE 496008).