General Terms and Conditions (GTC) for the use of Adtronaut (B2B SaaS master agreement) · As of: 2 September 2026
These GTC apply exclusively to entrepreneurs (Unternehmer, § 1 UGB - B2B). This English version is a convenience translation. The German version at adtronaut.com/agb is binding; in case of conflict the German version prevails.
(the "Provider" or "Volundra")
Customer: The entrepreneur (Unternehmer, § 1 UGB) identified in the respective Order Form (the "Customer"). Provider and Customer jointly the "Parties".
(A) Volundra operates "Adtronaut", an AI-driven advertising autopilot provided as Software-as-a-Service. On the Customer's behalf, Adtronaut operates the Customer's advertising accounts on advertising platforms (incl. Google, Meta, LinkedIn), generates advertising creatives (image and video) using artificial intelligence, steers advertising budgets within the limits set by the Customer, and measures advertising performance (incl. ROAS).
(B) These GTC apply exclusively to entrepreneurs (§ 1 UGB). This is not a consumer transaction within the meaning of the KSchG; the FAGG does not apply. In the Order Form the Customer confirms that it concludes the contract within its business (bilateral commercial transaction).
(C) The specific scope of services, price tier, operated channels, quantities and term start result from the Order Form signed per Customer, which together with these GTC and the Data Processing Agreement (DPA) forms the contract.
(D) Volundra owes the diligent, professional provision of the described service according to the state of the art. Volundra does not owe any particular advertising result (see § 4). The contract is a continuing obligation of a service nature and expressly not a contract for work (§§ 1165 ff, 1170 ff ABGB).
(1) The subject matter is the provision and operation, for consideration, of the Adtronaut SaaS service under these GTC, the Order Form and the DPA.
(2) These GTC apply to all present and future services of Volundra to the Customer, even where not expressly referenced. Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless Volundra has expressly consented to their applicability in writing. Provision or acceptance of services without objection does not constitute consent.
(3) Order of precedence in case of conflict: (i) the signed Order Form, (ii) the DPA including its annexes (processing description, documented instructions, sub-processor list, technical and organisational measures), (iii) these GTC. The Order Form prevails over these GTC only where it makes expressly and case-specifically deviating provisions.
(4) These GTC are made available to the Customer before conclusion in a form enabling storage and reproduction (§ 11 ECG).
(1) Volundra provides the following services on a best-efforts basis in the scope of the tier selected in the Order Form:
(2) Nature of the service. The service is a service within a continuing obligation. Volundra owes diligent, professional activity, not a particular result (not a contract for work; §§ 1165 ff, 1170 ff ABGB do not apply). In particular, Volundra owes no particular revenue, reach, ROAS or conversion figure.
(3) Availability. Volundra endeavours to provide high availability. A specific availability commitment (SLA) exists only where expressly agreed in the Order Form or a separate SLA. Outages and limitations originating from the Advertising Platforms, AI Providers or other third parties, as well as scheduled maintenance, are excluded from any SLA commitment.
(4) Further development. Volundra may continuously develop Adtronaut and change or replace features, provided the agreed core benefit is preserved.
(1) Volundra gives no guarantee whatsoever of success, performance or advertising metrics (such as ROAS). Advertising success depends on numerous factors outside Volundra's sphere (market, competition, assortment, prices, the Customer's website, platform algorithms and policies). Statements about expected results are non-binding estimates, not warranted characteristics.
(2) There is no entitlement to a refund of the fee and no performance-based refund.
(3) Pilot phase. Where a 60-day pilot phase is agreed in the Order Form, it serves as an entry offer. The performance is measured, evidenced and made traceable in the report. The pilot phase, too, establishes no commitment to results and no refund commitment.
(1) The Customer pays the Media Budget directly to the respective Advertising Platform. The Media Budget is not part of Volundra's fee. Volundra is not media buyer of record, does not act as payer towards the Platforms and holds no advertising funds of the Customer.
(2) The Customer sets the budget and risk limits (upper/lower spend limits, risk profile) in the Order Form and the Account Authorisation. Volundra steers the budget solely within these limits. Changes to these limits require a documented instruction of the Customer under the procedure set out in the DPA.
(3) Platform spend caps are platform-dependent. Where native spend caps are asserted or set on individual Platforms, their effect depends on the respective Platform. With Google, an account-level spending limit applies only on billing accounts (accounts with monthly invoicing/credit line), not on every account type. Volundra owes no absolute spend limitation beyond the technically and contractually available means.
(4) Overspend - budget-referenced. For spend within the customer-set hard spending limit, the Customer bears the economic outcome. Where Volundra culpably exceeds that limit, it is liable for the actual spend above the hard limit for the affected period (budget-referenced, restitutionary; platform-side refunds/credits netted); this overspend liability is not limited to the fee-based cap under § 15(2) but sits outside that cap (§ 15(2), DPA). It is congruent with the overspend rule of the DPA. Where Volundra culpably exceeds the Customer's documented budget and risk instructions and thereby itself determines purposes or essential means, this may, under the DPA, result in Volundra being deemed controller to that extent (Art. 28(10) GDPR); liability is then unlimited and sits outside the cap.
(1) Adtronaut generates Creatives using artificial intelligence and may use suitable AI Providers from a published, maintained list (EU/US providers, no providers from the People's Republic of China or its jurisdiction). The list may change; Volundra gives advance notice and the Customer may object (details in the DPA, § 7).
(2) Honest data residency. The following applies: EU data-at-rest + EU application + EU-region inference for the sensitive/health tier; US AI inference otherwise, each under EU Standard Contractual Clauses and a Transfer Impact Assessment. Data is stored in the EU (Frankfurt region) and the application runs in the EU; part of the AI processing (inference) may take place in the US on the basis of the EU Standard Contractual Clauses. For data-sensitive (e.g. health-related) mandates, inference can be restricted to EU regions.
(3) Volundra does not use towards the Customer the wording "sovereign", "CLOUD-Act-proof" or "data never leaves the EU"; such assurances are expressly not given, because control, support or abuse-monitoring access by US-based entities cannot be fully excluded on individual processing paths. The Standard Contractual Clauses are the governing instrument for these residual paths.
(4) No model training, bounded retention. Volundra engages AI Providers only where it is contractually assured that API inputs and outputs are not used for model training and are not stored beyond what is legally required for abuse/safety purposes (zero data retention or short retention). Only commercial/enterprise API tiers with no-training terms in force are used, never consumer/free tiers.
(5) Art. 9 mode (model-stage-off). For mandates flagged as data-sensitive (Art. 9 GDPR, e.g. health-related), raw search terms are transmitted to no AI Provider and are processed exclusively by Volundra's deterministic (non-model-based) processing. Details are set out in the DPA and its annex.
(1) With respect to the personal data that Adtronaut processes on the Customer's behalf (incl. advertising-account, catalogue, order and search-term data), the Customer is the controller and Volundra the processor (Art. 4 nos. 7 and 8 GDPR). With respect to its own B2B customer, contract and billing data, Volundra is the controller.
(2) The basis of the commissioned processing is the DPA concluded between the Parties in the version identified in the Order Form. The DPA including its annexes (processing description, documented instructions/autopilot scope, sub-processor list, technical and organisational measures) is an integral part of the contract. In case of conflict between the DPA and these GTC on data-protection matters, the DPA prevails.
(3) General authorisation for sub-processors. The Customer grants Volundra the general written authorisation to engage further processors (sub-processors) (Art. 28(2) sent. 1 GDPR), including AI Providers for the generation and optimisation of Creatives. Volundra maintains an always-current, versioned list of all sub-processors and provides it to the Customer on request in text form; an informal request to contact@volundra.com is sufficient. Volundra gives notice of intended additions or replacements at least 30 days in advance by email to the contact address named by the Customer in the contract. The Customer may object within 30 days for an important data-protection reason; until expiry of the period or until clarification, the new sub-processor does not commence processing. The selection of AI Providers is governed by the "Adtronaut Approved AI-Provider Policy" in its current version, which establishes an Art. 28 GDPR selection warranty.
(4) Volundra is liable for its sub-processors as for its own conduct (Art. 28(4) GDPR), vis-à-vis the Customer subject to § 15.
(1) Roles. Volundra is the provider of the Adtronaut AI system (Art. 3(3) AI Act) and at the same time its deployer (Art. 3(4)). The Customer or - in the agency channel - the agency is likewise a deployer with respect to the advertising it publishes. Adtronaut is not a high-risk AI system (no Annex III use case) and does not deploy any practice prohibited under Art. 5.
(2) Labelling of AI-generated content (Art. 50). Volundra marks AI-generated image and video Creatives, as far as technically feasible, machine-readable and detectable (e.g. C2PA/provenance marking). The Customer/agency must not remove, alter or suppress these marks and must not disable platform-side AI-content flags. Where Creatives could appear as authentic depictions of real persons/places, the deployer is obliged to disclose clearly.
(3) Human oversight / kill-switch. Adtronaut provides for human oversight over the autonomous actions. Volundra can suspend autonomous actions; the Customer can halt operation at any time by documented instruction (kill-switch). After suspension, no further autonomous spend occurs until the instruction is clarified.
(4) Acceptable use. The Customer ensures that the advertised offers, content and landing pages are lawful. Excluded in particular are: political advertising within the meaning of Regulation (EU) 2024/900, practices prohibited under Art. 5 AI Act, misleading or unlawful content, and the creation of synthetic depictions of real persons without the required rights clearance. Volundra may refuse to deliver unlawful content or content violating platform policies.
(5) Change of upstream models. Volundra may change the upstream AI models/providers used within the framework of the Approved AI-Provider Policy and the sub-processor rule (§ 7(3)).
(6) AI literacy (Art. 4). Volundra maintains a documented AI-literacy policy including a training record for the personnel operating the software.
(1) Volundra carries out profiling exclusively on the Customer's documented instruction within advertising optimisation. The optimisation decisions concern the advertising account and the advertiser's business, not a solely automated decision producing legal or similarly significant effects on an individual data subject (Art. 22(1) GDPR).
(2) Special categories of personal data (Art. 9 GDPR) are not fed into any automated individual decision (§ 6(5), Art. 9 mode).
(3) Fulfilment of any transparency and data-subject rights towards data subjects (Art. 13(2)(f), 14(2)(g), 15(1)(h), 22(3) GDPR) is incumbent on the Customer as controller; Volundra assists under the DPA.
(1) Adtronaut IP. All rights in Adtronaut, the underlying software, models, prompts, pipelines, know-how and the brand belong exclusively to Volundra. The Customer receives no ownership but, for the contract term, a non-exclusive, non-transferable, revocable simple right to use the SaaS service as intended.
(2) Customer data. Data contributed by the Customer or arising in its advertising accounts (account, catalogue, order, customer data) remains attributed to the Customer or the respective entitled parties. Volundra receives only the use and processing rights necessary for performance; the data-protection treatment follows the DPA.
(3) Generated Creatives. In the Creatives generated for the Customer, Volundra grants the Customer a time-unlimited, non-exclusive right of use for the contractual advertising purposes. The underlying tools, models and generic components remain with Volundra or the upstream providers. The Customer is responsible for the lawful use of the Creatives (trademark, copyright, competition law) unless the infringement is due to fault on Volundra's part.
(4) Volundra may name the Customer as a reference, subject to the Customer's objection; uses beyond this require the Customer's consent.
(1) The Customer provides the accesses, account authorisations, approvals, feed/catalogue data and information required for operation in good time, completely and correctly, and keeps them up to date.
(2) The Customer operates a legally compliant consent management (CMP) on its websites and is controller for consent capture; Volundra fires advertising/measurement tags only behind a valid consent signal (details in the separate consent annex, where agreed).
(3) The Customer flags data-sensitive (Art. 9) mandates and communicates the applicable budget and risk limits to Volundra.
(4) Delays or defects resulting from a breach of the duties to cooperate are not to Volundra's detriment.
(1) Fee. The fee and payment rhythm result from the Order Form. Prices are not published and are individually agreed. The fee is net, plus statutory VAT where applicable.
(2) Due date. Invoices are due for payment without deduction within 14 days of the invoice date, unless the Order Form provides otherwise. The first invoice is issued on the date stated in the Order Form.
(3) Default. In case of payment default, default interest of 9.2 percentage points above the base rate applies (§ 456 UGB) as well as the statutory lump-sum compensation for recovery costs under § 458 UGB; the assertion of further damage caused by default is reserved. In case of significant default, Volundra may suspend the service after prior notice.
(4) Value protection. The fee is value-protected by reference to the Consumer Price Index 2020 (VPI 2020) published by Statistik Austria, or an official successor index replacing it. The index figure published for the base month fixed in the Order Form applies as the starting basis. Adjustments are made annually in line with the index change; no adjustment beyond the index change takes place. Index decreases do not lead to an increase.
(1) Minimum term. The contract begins on the term start fixed in the Order Form and runs for a minimum term of 36 months.
(2) Ordinary termination. After expiry of the 36-month minimum term, the contract may be ordinarily terminated by either Party with one month's notice to the end of a month; ordinary termination during the minimum term is excluded. Terminations require text form.
(3) Extraordinary termination. The right to extraordinary termination for good cause remains unaffected for both Parties. Good cause exists for Volundra in particular in case of significant payment default despite a grace period, unlawful use (§ 8(4)), or sustained breach of the duties to cooperate.
(4) Consequences of termination. Upon termination the Customer's right of use ends. Volundra returns or hands over the account accesses in an orderly manner. Deletion/return of personal data follows the DPA; statutory retention obligations (in particular UGB/BAO, 7 years for invoice records) remain unaffected.
(1) Volundra warrants that the SaaS service substantially conforms to the characteristics described in the Order Form and the applicable service description. No further characteristics are owed, in particular no particular advertising result (§ 4).
(2) Notice period for discrete individual deliverables. For discrete individual deliverables (in particular individual delivered Creatives), the Customer must give notice of apparent defects without undue delay, at the latest within 14 days of them becoming apparent, in text form; if timely notice is omitted, the individual deliverable concerned is deemed approved. For the running continuing service as such, no deemed-approval applies; the Customer may assert defects of the continuing service during the contract term. § 377 UGB remains unaffected insofar as it applies to discrete deliveries of goods.
(3) Volundra remedies validly notified defects within a reasonable period by improvement (repair/update). If the improvement fails, the statutory warranty remedies apply subject to § 15.
(4) In a continuing obligation, the statutory warranty period relates to the respective service period; it is, to the extent legally permissible, limited to the default statutory duration.
(1) Standard of liability. Volundra is liable without limitation for intent and gross negligence. For slight negligence, Volundra is liable only for the breach of essential contractual duties - duties whose fulfilment is what makes proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely; in that case liability is limited to the contract-typical, foreseeable damage and, in amount, to the cap under para. 2. For the slightly negligent breach of other (non-essential) contractual duties, liability is excluded to the extent legally permissible.
(2) Liability cap. Where liability exists under para. 1 (slight negligence in the breach of essential contractual duties) and para. 4 does not apply, Volundra's liability is limited in amount to the annual fee received per rolling 12-month period (= 12× the monthly fee). The cap applies as an overall ceiling per rolling 12-month period (aggregated, not per incident) and is equal in amount to the general liability cap of the DPA and the Account Authorisation; multiple damage events within that period are counted towards this amount. Liability for culpable overspend is measured instead by the actual spend above the customer-set hard spending limit (budget-referenced, § 5(4) in conjunction with the DPA) and sits outside this cap. Liability arising from Volundra's own controllership under Art. 28(10) GDPR likewise sits outside this cap.
(3) Excluded damages. To the permissible extent, compensation for lost profit, indirect damages, pure consequential financial loss and damages from advertising-campaign results is excluded, unless intent or gross negligence exists and para. 4 does not apply.
(4) Mandatory exceptions (unlimited liability). The limitations of paras. 1 to 3 do not apply and liability is unlimited in amount for:
(5) The foregoing liability provisions also apply to the personal liability of Volundra's officers, employees and vicarious agents.
(1) The Parties treat all non-public information of the other Party obtained under the contract as confidential and use it only for contractual purposes. This applies for three years beyond the end of the contract.
(2) Excepted is information that is publicly known, lawfully obtained from third parties, or must be disclosed due to statutory/official obligation. The data-protection provisions of the DPA remain unaffected.
Neither Party is liable for non-performance of obligations to the extent caused by force majeure events (incl. natural events, war, official measures, large-scale outages of third-party telecommunications, cloud, platform or AI services). The affected Party informs the other without undue delay. If the event lasts longer than 60 days, either Party may extraordinarily terminate the affected part of the service.
(1) Volundra may amend these GTC with effect for the future to the extent required to adapt to changed law, case law, platform or AI-provider requirements, or to develop the service, and provided this does not unreasonably disadvantage the Customer.
(2) Amendments are communicated to the Customer in text form at least 30 days before they take effect. If the Customer does not object within 30 days, the amendments are deemed accepted; the notice draws separate attention to this legal consequence. If the Customer objects, Volundra may extraordinarily terminate as of the amendment taking effect.
(3) Exclusion of essential contractual components. Excluded from this amendment mechanism (paras. 1 and 2) are the essential components of the contract, in particular the fee or prices (whose adjustment takes place exclusively under the value protection pursuant to § 12(4)), the agreed core scope of services, the term (§ 13) and the liability provisions (§ 15). Changes to these components require an express agreement of both Parties.
(1) Notice of unusual/disadvantageous provisions (§ 864a ABGB). Volundra expressly and separately draws the Customer's attention to the provisions material and potentially disadvantageous to it, in particular: the 36-month minimum term (§ 13), the value protection (§ 12(4)), the exclusion of any guarantee of results or advertising metrics and of any refund entitlement (§ 4), the limitation of liability for slight negligence to the breach of essential contractual duties including the liability cap (§ 15), the general authorisation for sub-processors (§ 7(3)) and the US AI inference (§ 6). These provisions are thereby expressly agreed and not surprising.
(2) Content control (§ 879(3) ABGB). The essential risk clauses of these GTC (in particular the liability provision under § 15, the minimum term under § 13 and the amendment reservation under § 18) are drafted so as to withstand content control under § 879(3) ABGB on their own wording. A validity-preserving reduction of invalid clauses to the just-permissible maximum is not agreed; in the event of a provision being invalid, para. 6 applies.
(3) Choice of law. Austrian law applies, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
(4) Place of jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the court having subject-matter jurisdiction for 7412 Wolfau / Eisenstadt (Regional Court Eisenstadt); mandatory places of jurisdiction remain unaffected.
(5) Governing language. The German version is binding. Any English translation serves only for understanding; in case of conflict the German version prevails.
(6) Text form, severability, assignment. Amendments and supplements require text form; this also applies to waiving the text-form requirement. Should individual provisions be invalid or unenforceable, the contract otherwise remains effective; the invalid provision is replaced by the statutory rule (dispositive law). A validity-preserving reduction to the just-permissible maximum does not take place. The Customer may assign rights under this contract only with Volundra's consent; Volundra may transfer the contract to an affiliated company or a legal successor.
(7) Storability (§ 11 ECG). These GTC are designed so that the Customer can store and reproduce them.