Terms and Conditions

General Terms and Conditions

These Terms and Conditions apply to the use of the website cadop.io and its subdomains, as well as to the services provided through them (hereinafter collectively the "Website"). The Website is operated by Wilhelm Solutions UG (haftungsbeschränkt), Universität des Saarlandes, Campus Starterzentrum, Gebäude A1 2, 66123 Saarbrücken, Germany, email: cad@wilhelmsolutions.net (hereinafter the "Contractor").

1. General

1.1 These Terms govern contracts concluded between the Client and the Contractor with inclusion of these Terms.

1.2 We contract business customers only (no consumers/private individuals).

1.3 If other contractual documents (e.g., order form, DPA) also apply, they prevail over these Terms in case of conflict.

1.4 Client terms deviating from or supplementing these Terms do not apply unless expressly agreed in writing.

1.5 Definitions. In these Terms: (a) "Website" has the meaning given above; (b) "Service" means the subscription-based functionalities made available via the Website, including any web applications, APIs, documentation and Beta features; (c) "Client Data" means CAD files and other data uploaded or provided by the Client; (d) "Order Form" means any ordering document signed or accepted by the parties (including online plan selections); (e) "Plan" means the usage tier and limits described in the Order Form or the Website; (f) "Closed Beta" has the meaning in §17.

1.6 B2B only; §14 BGB representation. The Service is offered exclusively to business customers (Unternehmer under §14 BGB). By entering into the contract, the Client represents that it is not a consumer (Verbraucher) and that consumer protection rules (including withdrawal rights in distance selling) do not apply.

1.7 Language; references. Terms may use "we/us/our" to refer to the Contractor and "you/your" to the Client; these are interchangeable with the defined terms.

2. Subject matter of the contract and scope of services

2.1 Service. We provide access to an online Service (SaaS) for CAD documentation management and automation via the Website.

2.2 Use case. B2B users can upload, manage, and organize CAD data. Uploaded data is processed server-side. The Service includes management/versioning features and automation, accessible via secure login and subscription.

2.3 Scope. The specific scope (features, quotas, pricing) is defined in the Order Form or written agreement and may be further described in the then-current product documentation on the Website.

2.4 Performance standard. We perform with due care and according to current industry practice. Unless agreed otherwise, we determine the manner, means, and place of performance needed to achieve the contractual objective.

2.5 Typical modules (summary). Typical modules include: STEP file upload/ingestion (incl. REST API), server-side analysis (e.g., structure extraction, bounding boxes), an interactive 3D viewer, and a geometry-linked bill of materials (3D BOM). Features may evolve per §12.

2.6 Storage quotas and large datasets. Plan-specific storage quotas and limits apply. For datasets exceeding typical plan limits or bulk transfers (e.g., multi-TB), the parties will agree on an enterprise order with pass-through cloud costs and appropriate transfer methods (e.g., in-region bucket-to-bucket, Client-managed bucket, or physical transfer options), all at Client's expense.

2.7 Subcontractors. We may use qualified subcontractors (including cloud providers). Our obligations remain unaffected.

3. Client Duties to Cooperate

3.1 You must provide all information, data, and materials required for performance, completely and accurately, and designate qualified contacts.

3.2 Delays caused by missing/late cooperation are not our responsibility (see liability rules).

3.3 You are responsible for the lawfulness of Client Data and for obtaining necessary rights/permissions.

3.4 Data backups. The Client remains responsible for appropriate backups/exports of Client Data at all times (see §8.4 and §11).

4. Fees, Invoicing, Taxes; Suspension

4.1 Fees. Fees are agreed individually (order/plan).

4.2 Invoicing. Unless agreed otherwise, effort-based work is invoiced monthly; time-based remuneration is due after each period (§ 614 BGB).

4.3 Payment terms. Invoices are sent by post or email (e.g., PDF) and are due within 14 days of receipt.

4.4 Taxes. Prices are net; the Client is responsible for applicable VAT/withholding.

4.5 Late payment. The Contractor may charge statutory default interest and reasonable collection costs.

4.6 Suspension for breach/non-payment. If payment is overdue or there is another material breach, the Contractor may suspend access after prior notice and a reasonable cure period.

4.7 Plan limits; overages; throttling. Plan limits (e.g., storage, seats, API calls, bandwidth) apply as stated in the order/plan. If usage exceeds limits, the Contractor may (i) auto-throttle or place the account in read-only mode, (ii) charge overages at then-current plan rates, or (iii) require an upgrade. The Client is responsible for overage fees. The Contractor may require prepayment of estimated overages.

4.8 Set-off and retention. The Client may set off only with undisputed or finally adjudicated claims. Rights of retention apply only if arising from the same contractual relationship.

4.9 Plan/price changes (notice). For subscriptions, we may adjust plan limits and prices with reasonable prior notice effective for the next renewal period. If the Client objects, the subscription will end at the current term's expiry.

5. Access, Accounts, and API

5.1 Client administrators manage user accounts/roles. You must keep credentials confidential.

5.2 API access requires keys. Keys are confidential, non-transferable, and may be rate-limited or revoked in case of misuse or security risk.

5.3 You must not interfere with the Service, bypass technical measures, or test security except with our written consent.

5.4 Bulk export methods. For large exports, the Contractor may require use of Client-designated cloud storage in the same region or other methods that minimize egress charges. Bandwidth and timelines are best-effort.

5.5: The Client shall promptly notify us of any suspected unauthorized use or security incident related to accounts or API keys.

6. License and Acceptable Use

6.1 We grant you a non-exclusive, non-transferable right to access and use the Service during the term, within agreed limits and these Terms.

6.2 Use Restrictions. Except as expressly permitted in these Terms or by mandatory law, the Client shall not (and shall not permit any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or underlying ideas of the Service, except to the extent permitted by §69e UrhG and Directive 2009/24/EC for interoperability; before exercising such right the Client shall first request from the Contractor the information necessary for interoperability and use any lawfully obtained information only for that purpose and keep it confidential; (b) no credential sharing, multiplexing, or seat pooling or rotation intended to circumvent seat limits; (c) copy, modify, translate, adapt, or create derivative works of the Service or its UI, except for configurations expressly supported by the Service; (d) sublicense, rent, lease, lend, timeshare, or provide managed-service/outsourcing access to the Service; (e) benchmark or publish performance/feature comparisons of the Service without the Contractor's prior written consent; (f) scrape, crawl, spider, or bulk extract content, models, meshes, or metadata from the Service (including the 3D viewer) except through documented APIs within plan limits; (g) use the Service to build or train a competing product or feature, or to train general-purpose AI/ML models on the Service's interfaces, documentation, or outputs other than Client Data; (h) remove or alter proprietary notices or attribution in the Service or generated materials where such notices appear by design; (i) introduce malware, or use the Service to infringe third-party rights, violate export/sanctions laws, or for unlawful/high-risk uses where failure could lead to death, personal injury, or severe environmental damage; (j) perform security testing (e.g., penetration tests, scans) without prior written authorization.

6.3 Open-Source Components. If the Service includes open-source software, such components are licensed to the Client under their respective licenses; nothing in these Terms restricts rights granted under those licenses.

6.4 Audit & Enforcement. The Contractor may use technical means (e.g., logs, metering) to verify compliance with usage limits and these Terms. If material non-compliance is detected, the Contractor may request remediation, adjust fees per the applicable plan, or suspend access under §4.6.

6.5 Equitable Relief. The Client acknowledges that breaches of §§6.2(b)–(g) may cause irreparable harm; the Contractor may seek injunctive relief in addition to other remedies.

6.6 High-risk use. The Service is not designed for use in hazardous environments requiring fail-safe performance (e.g., life support, critical infrastructure). The Client shall not use the Service where a failure could lead to death, personal injury, or severe environmental damage.

7. Client Data; Intellectual Property; Feedback

7.1 Ownership. You retain all rights in CAD files and other data you upload ("Client Data").

7.2 Processing license. You grant us a limited license to host, process, analyze, visualize, and transmit Client Data solely to provide the Service and related support.

7.3 Platform IP. We retain all rights in the Service, software, designs, and documentation. No IP is transferred.

7.4 Feedback. You grant us a royalty-free, perpetual license to use feedback to improve the Service (without identifying you unless agreed).

8. Data Protection and Security

8.1 Compliance & DPA. The Contractor complies with applicable data protection law, including the GDPR. Where personal data is processed on behalf of the Client, a separate Data Processing Agreement (DPA) forms part of the contract.

8.2 Security measures. The Contractor applies reasonable technical and organizational measures (e.g., encryption in transit, access controls, least-privilege). We maintain incident response processes and will notify the Client without undue delay of personal-data breaches as required by law and the DPA.

8.3 Hosting & subprocessors. Hosting location and current subprocessors are listed in the Security/Privacy documentation and may change with notice. Where processing involves transfers of personal data outside the EEA/UK, such transfers will be safeguarded by appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses) as set out in the DPA.

8.4 Client Data retention, export, and deletion. (a) During the Term. The Service is not a data escrow. The Client remains responsible for its own backups and exports. (b) At termination. Unless otherwise agreed in writing, the Contractor has no obligation to retain Client Data after the effective termination date and may delete Client Data at or any time after that date. (c) Export Window (optional). If the Client (i) is not in payment default and (ii) requests export before the effective termination date, the Contractor will provide a time-limited Export Window of up to 7 days to permit the Client to export available Client Data. (d) Costs (storage, retrieval, egress). During any Export Window or any agreed retention, the Client bears all third-party and Contractor costs, including ongoing storage, retrieval, data transfer/egress fees, and reasonable administrative/professional-services fees. Prepayment of estimated costs may be required; export/retrieval starts only after receipt. (e) Extended retention (optional). On written request and subject to technical feasibility, the Contractor may offer extended/archival retention (e.g., S3 Glacier/Deep Archive) for an agreed period, solely at the Client's cost (pass-through provider fees plus an administrative fee), prepaid. (f) Deletion confirmation. Upon the Client's written instruction and settlement of all fees, the Contractor will delete remaining Client Data and confirm deletion in writing, subject to legal retention duties and standard backups. (g) Non-payment. If fees remain unpaid after notice and cure period, the Contractor may suspend access and delete Client Data after a reasonable additional period.

8.5 Network egress; usage above normal levels. The Service is optimized for in-product viewing and moderate downloads consistent with the selected plan ("Normal Usage"). Any cloud-provider egress/transfer fees arising from bulk exports, cross-region transfers, acceleration/CDN, or usage materially exceeding Normal Usage will be passed through to the Client at provider rates (no markup) and may require prepayment. To minimize egress, the Contractor may require delivery to a Client-designated in-region destination (e.g., bucket-to-bucket). If the Client requests a different region/provider, all incremental egress fees are the Client's responsibility.

8.6 Storage at/after plan exhaustion; grace; deletion. Upon plan exhaustion or subscription expiry/termination, the Service may enter read-only mode (uploads disabled). Unless otherwise agreed in writing, the Contractor has no obligation to retain Client Data beyond the effective date. As a courtesy—and only if the account is not in payment default—the Contractor may offer a grace period of up to 7 days for the Client to cure, upgrade, or request export. After the grace period, the Contractor may delete Client Data without further notice.

9. Availability, Maintenance, Support; Beta

9.1 We aim for high availability but do not guarantee uninterrupted operation unless an SLA is agreed. Planned maintenance will, where practicable, be announced in advance.

9.2 Support is provided on a business-hours, best-effort basis via email unless agreed otherwise.

9.3 Beta/preview features are optional, provided "as is," may be changed or withdrawn at any time, and are excluded from any SLA or warranty.

9.4 Professional services. At Client's request, the Contractor can assist with migration/export on a time-and-materials basis at agreed rates, plus third-party costs.

10. Liability / Indemnification

10.1 We are liable without limitation for intent, gross negligence, injury to life/body/health, guarantees (if any), and under mandatory law.

10.2 For negligent breach of material obligations, liability is limited to the typical, foreseeable damage.

10.3 Overall cap. In all other cases, our aggregate liability is limited to the fees paid or payable by you in the 12 months preceding the event giving rise to liability (the cap does not apply to 10.1).

10.4 The above also applies to our legal representatives and vicarious agents.

10.5 Client indemnity. You shall indemnify us against third-party claims arising from Client Data or your unlawful use of the Service.

10.6 To the extent permissible under applicable law and except under §10.1–10.2, we are not liable for pure economic loss, lost profits, business interruption, or loss of data where the Client has not met its backup obligations under §3.4.

11. Term and Termination; Data Return

11.1 Term; ordinary termination; termination for cause. The contract term and ordinary termination periods are agreed individually; both parties may terminate for good cause without notice.

11.2 Data handling at termination; Export Window. Data handling follows §8.4. If (i) the account is in good standing and (ii) the Client requests export before the effective termination date, we will provide an Export Window of up to 7 days per §8.4(c). All costs per §8.4(d)–(e) apply.

11.3 Return or destruction of materials; deletion confirmation. Upon the Client's written instruction and settlement of all fees, the Contractor will return or destroy Client-provided materials. Electronic data will be deleted per §8.4 (subject to legal retention and standard backups). The Contractor will confirm deletion in writing upon request.

11.4 Non-payment and withholding. If fees remain unpaid after notice and cure period, the Contractor may withhold export, suspend access, and delete Client Data after a reasonable additional period, as provided in §4.6 and §8.4(g).

12. Changes to the Service

We may make reasonable changes to the Service (e.g., security, performance, product evolution). Material changes that materially and adversely affect core functionality for the Client will be communicated in advance where reasonable.

13. Confidentiality

13.1 Each party shall keep the other party's confidential information strictly confidential and use it only for contract purposes.

13.2 We impose confidentiality obligations on employees and subprocessors with access to such information. The obligation continues after the end of the contract.

14. Marketing Reference

We may name you as a customer (name/logo) only with your prior consent.

15. Changes to these Terms

We may amend these Terms for objectively justified reasons (e.g., changes in law or case law, market conditions, business strategy) with reasonable notice. Existing customers are notified at least two weeks before the effective date. If you object within the period, the changes will not apply to the current term; we may then terminate the contract at the planned effective date.

16. Governing Law and Venue; Severability

16.1 German law applies, excluding the CISG.

16.2 If you are a merchant, a legal entity under public law, or a special fund under public law, or have no general place of jurisdiction in Germany, Saarbrücken is the agreed venue; mandatory exclusive venues remain unaffected.

16.3 If any provision is or becomes invalid, the remaining provisions remain effective.

17. Closed Beta Program

17.1 Invitation & eligibility. Access to closed beta or preview features of the Service ("Closed Beta") is by invitation only, at the Contractor's discretion. Invitations are non-transferable and limited to the named Client and its designated users. The Client is responsible for ensuring that only authorized personnel participate and for their compliance with these Terms.

17.2 Beta Term (duration). Closed Beta access begins on the Invitation Date and continues until the earliest of: (a) general availability (GA) of the relevant feature, (b) either party's written notice of termination, or (c) 14 days after the Invitation Date (the "Beta Term"), unless the parties agree in writing to extend up to a total of 28 days. The Contractor has no obligation to release any feature to GA. Access automatically expires at the end of the Beta Term.

17.3 Scope; limited use; non-production. Closed Beta is provided solely for evaluation and testing. Unless expressly agreed in writing, it is not intended for production use, may be feature-limited, may change without notice, and may involve resets, downtime, or data loss.

17.4 Fees. Unless otherwise agreed, Closed Beta access is provided free of charge. Any promotional credits are discretionary and may be modified or withdrawn at any time.

17.5 Contact & communications. By enrolling in Closed Beta, the Client agrees that the Contractor may contact designated Client representatives (e.g., by email or phone) to provide updates, coordinate testing, and request feedback or usage information.

17.6 Data processed in Closed Beta. (a) Categories. The Contractor may process (i) participant identifiers (e.g., name, business email, phone), (ii) usage/telemetry/log data, (iii) feedback (text, screenshots, crash reports), and (iv) Client Data uploaded during testing. (b) Purposes & retention. Data is used to operate, support, secure, and improve the Service and Closed Beta. Unless a longer period is required by law or agreed, such data may be stored for the duration of the Closed Beta and for up to 12 months thereafter for analysis and product improvement, after which it will be deleted or anonymized in the ordinary course of business. (c) Legal basis & DPA. Processing takes place under applicable data protection law and §8 (including the DPA where personal data is processed on behalf of the Client). The Client is responsible for providing any necessary notices to its personnel and ensuring a lawful basis for their participation. Subprocessors and hosting locations per §8.3 apply. (d) Content review for debugging. For support and defect analysis, authorized personnel may view Client Data and related logs under §13 confidentiality.

17.7 Confidentiality & publicity. All Closed Beta materials, performance data, and documentation constitute Confidential Information under §13. The Client shall not disclose, publish, benchmark, or share screenshots or information about Closed Beta without prior written consent. §14 (Marketing Reference) continues to apply.

17.8 Acceptable use & security. §§5 and 6 apply. The Client shall not circumvent usage limits or conduct penetration tests, scans, or other security testing without prior written authorization from the Contractor.

17.9 Feedback. §7.4 applies. Feedback may be used by the Contractor royalty-free and perpetually to improve the Service, without identifying the Client unless agreed.

17.10 Support, SLA, warranty. Closed Beta is provided "as is", without SLA or warranty (§9.3). Support is business-hours, best-effort only. The Client remains responsible for backups/exports of any data used in Closed Beta.

17.11 Suspension & termination; data handling. Either party may end Closed Beta participation at any time. The Contractor may suspend or revoke access immediately if there is a security risk, misuse, or breach. Upon termination or expiry of the Beta Term, access ends and data handling follows §11 and §8.4 (including any Export Window if the account is in good standing); all storage/retrieval and egress/transfer costs per §8.4–§8.5 are borne by the Client and may require prepayment.

17.12 Priority. In case of conflict between this §17 and other provisions regarding beta/preview use, this §17 controls for Closed Beta.

17.13 Changes. The Contractor may modify or withdraw Closed Beta features in accordance with §12.

18. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, war, terrorism, labor disputes not involving the affected party's workforce, internet or cloud-provider outages, acts of government), provided the affected party uses reasonable efforts to mitigate and resumes performance promptly.

19. Assignment

The Client may not assign or transfer the contract without our prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets, with prior notice to us. We may assign to an affiliate or in connection with a corporate transaction by notice.

20. Notices

Unless a stricter form is required by law, notices under these Terms may be given by email to the contacts stated in the Order Form or otherwise notified in writing and are deemed received on the next business day after sending.

21. Export Controls and Sanctions

The Client shall comply with applicable export control and sanctions laws. The Service may not be used, exported, or re-exported in violation of such laws.

22. No Third-Party Beneficiaries

These Terms create no rights in any third party.

23. Entire Agreement

These Terms together with the Order Form and (where applicable) the DPA constitute the entire agreement between the parties and supersede prior understandings on the subject matter. §1.3 (order of precedence) applies.