Last updated: 16 July 2026.

These Terms and Conditions (“Terms”) govern the use of the routine.solutions platform and the AI automation agents built and operated on it. Please read them together with the separate Data Processing Agreement (Auftragsverarbeitungsvertrag), which forms a mandatory annex to every client contract.

1. Scope and parties

1.1 These Terms govern the contractual relationship between routine.solutions, a business operated by Serai.Global GmbH, Siedlungsstr. 5, 82538 Gelting-Geretsried, Germany, registered with the Commercial Register (Handelsregister B) of the Amtsgericht München under HRB 264120 (Steuernummer 139/137/30660, USt-IdNr. DE341239675), represented by its Managing Director Dr. Mahya (Rayhane) Karbalaii (“we”, “us”, “routine.solutions”, “Provider”) and the business customer that engages routine.solutions to build and operate one or more tailor-made AI automation agents (“Client”, “you”).

1.2 Business customers only. The Service is offered exclusively to businesses acting in the exercise of their trade, business, or profession (§ 14 BGB — Unternehmer) and is not available to consumers (§ 13 BGB). By registering for or using the Service, the Client confirms it is acting as a business and not as a private individual.

1.3 Definitions.

• Platform: the web portal, Telegram bot, and underlying software and infrastructure operated by routine.solutions through which the Client submits tasks and communicates with its Agent(s).
• Agent: a client-specific software agent, built and configured by routine.solutions using its proprietary agent framework, that performs Tasks on behalf of the Client, including through access to Client Systems.
• Task: a specific action or piece of work submitted by the Client, or triggered by an incoming message to a connected Client System, for an Agent to carry out — for example drafting a reply, processing a document, or updating a record.
• Confirmation: the Client’s explicit approval, given via the Platform as described in Section 4, of a specific action proposed by an Agent before that action is executed.
• Client Systems: the Client’s own third-party accounts, mailboxes, software, or services (e.g. email, invoicing tools) to which the Client grants an Agent access.
• Shared Storage: the cloud storage space provisioned by routine.solutions for the Client under Section 8.
• Interaction Log: the internal record described in Section 9.
• Confirmation Audit Trail: the protected record described in Sections 4.4 and 6.6.

1.4 Order of precedence. The contractual relationship consists of (a) an individual service agreement or order confirmation between the parties, (b) these Terms, (c) the Data Processing Agreement referenced in Section 6.1, and (d) the onboarding context template completed with the Client. In case of conflict, the individual service agreement prevails, followed by these Terms, unless otherwise agreed in writing.

1.5 Client’s own terms. The Client’s general terms and conditions do not apply, even where we do not separately object to them, unless we have expressly agreed to their applicability in Textform (see Section 16.4).

1.6 Language. These Terms are currently published in English only. Where a translated version is made available in the future, the English version prevails in case of any discrepancy, unless expressly agreed otherwise in writing.

2. Service description and service levels

2.1 What the Service is. routine.solutions designs, builds, and operates Agents tailored to each Client’s specific business processes. Depending on configuration, Agents may draft and send communications, read and process business documents, interact with Client Systems, and store and retrieve files in the Client’s Shared Storage.

2.2 What the Service is not. Agents do not provide legal, tax, financial, or other regulated professional advice, and their output must not be treated as such. The Service does not replace the Client’s own review, judgment, or professional advisors. Agents act only within the scope configured for the Client during onboarding.

2.3 Confirmation model and graduated autonomy. Agents operate under a confirmation model: at the outset of the relationship, an Agent requests the Client’s Confirmation before executing any outward-facing or otherwise consequential action, such as sending a reply, submitting a document, or changing a record. Following a calibration period, and by agreement between the parties, defined categories of Task may be granted expanded autonomy, meaning the Agent may execute them without seeking Confirmation on each occasion. The current autonomy level for each Task category is documented in the Client’s onboarding template and dashboard, and may be changed by mutual agreement. Section 4 sets out how Confirmations work and how they are recorded.

2.4 No-fabrication principle. Agents are designed not to invent facts, figures, prices, or commitments on the Client’s behalf. Where information required to complete a Task is missing, the Agent is designed to pause and request it from the Client rather than guess. This is a design objective, not a guarantee — see Section 5, AI-specific limitations.

2.5 Availability. We aim for high availability of the Platform but do not guarantee uninterrupted, error-free, or continuous availability. The Service may be unavailable during scheduled maintenance or testing windows, which we will endeavor to announce in advance via the Platform where practicable, and during circumstances beyond our reasonable control (Section 11.7).

2.6 Third-party dependencies. The Service relies on third-party infrastructure and AI providers (see Section 6.3, Subprocessors). We are not liable for the unavailability, discontinuation, or performance limitations of third-party services outside our control, without prejudice to Section 11.

3. Client obligations

3.1 Accurate information. The Client must provide accurate, complete, and current information and business documents — for example price lists, product data, and customer lists — needed for an Agent to perform its Tasks, and must promptly update this information when it changes.

3.2 Responding to Confirmation requests. The Client must respond to Confirmation requests, document requests, and other Agent inquiries within the confirmation windows or timeframes agreed during onboarding. We are not responsible for delay or failure to complete a Task caused by the Client’s delayed or missing response, including for time-sensitive Tasks.

3.3 Authorized person(s). The Client must designate at least one natural person authorized to give binding Confirmations and instructions on its behalf via the Platform (“Authorized Person”) and keep this designation current. The Client is responsible for all Confirmations and instructions given by an Authorized Person, and must promptly notify us in Textform if an Authorized Person’s authority is revoked.

3.4 Credentials. The Client must provide accurate, currently valid credentials for any Client System it connects, keep them up to date, and promptly notify us if a credential is changed, revoked, or compromised (see Section 7.2).

3.5 Lawful data and right to share. The Client warrants that it holds all rights and permissions necessary to share with us, and to have us and our Agents process, all data and documents it provides or makes accessible via the Platform, Shared Storage, or connected Client Systems — including personal data relating to the Client’s own customers, employees, or business partners — and that such processing complies with applicable law, including the GDPR. The Client indemnifies us against third-party claims arising from a breach of this warranty, except to the extent such claims arise from our own breach of the Data Processing Agreement or applicable law.

3.6 Acceptable use. The Client must not use the Service to process data it is not lawfully entitled to process, to instruct an Agent to take unlawful, fraudulent, or deceptive action, to circumvent the agreed confirmation model or autonomy level, or to interfere with or attempt unauthorized access to the Platform, other clients’ data, or our infrastructure.

4. Authorization and confirmations

4.1 Confirmation as binding instruction. A Confirmation given by an Authorized Person via portal chat or the Telegram bot constitutes a binding instruction to routine.solutions and the Agent to carry out the confirmed action, to the same extent as a written instruction. We are entitled to rely on any such Confirmation without further inquiry into the Authorized Person’s internal authority, unless we have actual knowledge that the person is not, or is no longer, authorized.

4.2 Form of Confirmation. A Confirmation may be given as (a) a text message via portal chat or Telegram, or (b) a voice message via Telegram, which the Agent transcribes and restates in text back to the Client (“confirm-back”); the Confirmation is only deemed given once the Client affirmatively replies to that text confirm-back. Voice audio itself is never the record of a Confirmation — see Sections 5.6 and 6.5 on voice handling.

4.3 Withdrawal. A Confirmation may be withdrawn only before the confirmed action has been executed, by clear instruction via the same channel. We are not responsible for actions already in progress or completed at the time a withdrawal is received.

4.4 Confirmation Audit Trail. Every Agent request for a Confirmation, or for missing information or documents, and the Client’s corresponding response, is retained by us as the Confirmation Audit Trail — a protected evidentiary record, kept separately from the ordinary Interaction Log (Section 9), that serves as proof of the Client’s authorization for a given action. Its retention period is set out in Section 6.6.

5. AI-specific limitations and disclaimers

5.1 Nature of the output. Agents are software systems that use artificial intelligence, including third-party large language models (Section 6.3), to generate drafts, suggestions, and actions based on the data and instructions the Client provides. Output is machine-generated assistance and may, despite the no-fabrication design principle (Section 2.4), contain errors, omissions, or inaccuracies.

5.2 Client review during the confirmation model. While a Task category operates under the confirmation model, the Client is responsible for reviewing an Agent’s proposed action before giving Confirmation, and for not relying on it for business purposes until confirmed.

5.3 Liability for confirmed actions. We are not liable for the consequences of an action the Client explicitly confirmed, except to the extent the resulting loss was caused by our intentional misconduct, gross negligence, or breach of a cardinal contractual duty (see Section 11 for the full liability framework). Confirmation of an action does not waive claims arising from defects that were not reasonably apparent to the Client from the information presented at the time of Confirmation.

5.4 Autonomous actions. For Task categories where autonomy has been expanded under Section 2.3, actions are executed without a per-instance Confirmation. Our liability for such actions is governed by Section 11; the graduated-autonomy design — calibration before expansion, continued audit trail — is intended to keep the error rate for such Tasks at a level comparable to Confirmed actions, but is not a guarantee of error-free execution.

5.5 No professional advice. Nothing generated by an Agent constitutes legal, tax, financial, or other regulated professional advice. The Client remains responsible for obtaining such advice where needed.

5.6 Voice input. Where the Client communicates with an Agent by voice message, the Agent transcribes the message and treats the transcript, not the audio, as the operative record. Transcription errors are addressed through the confirm-back mechanism in Section 4.2; the Client should correct any misunderstanding at that stage.

6. Data protection (GDPR)

6.1 Data Processing Agreement. To the extent we process personal data on the Client’s behalf, the parties will enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag, “DPA”) under Art. 28 GDPR, which forms a mandatory annex to and integral part of the contract. The Client may not submit personal data to the Platform before a DPA is in place.

6.2 Roles. For personal data the Client submits to or processes via the Platform — for example its own customers’ or business partners’ data in emails, documents, or Shared Storage — the Client is the controller and we are the processor, as further defined in the DPA. For account and billing data relating to the Client itself, each party acts as an independent controller.

6.3 Subprocessors. We use subprocessors to provide the Service, currently including Anthropic as our AI-model provider for underlying language-model processing, Telegram as the messaging provider for the Telegram communication channel, and a cloud storage and infrastructure provider for hosting and Shared Storage. A current, named subprocessor list — including entity names and data-processing locations — is maintained in the DPA annex and made available to the Client on request. We will notify the Client in advance of any intended change to that list through the notice mechanism set out in the DPA, giving the Client a reasonable opportunity to object on data-protection grounds.

6.4 Data location. We and our subprocessors process data primarily within the European Union / European Economic Area. Where a subprocessor processes data outside the EU/EEA, we ensure appropriate safeguards under Art. 44 ff. GDPR, such as Standard Contractual Clauses, as further detailed in the DPA.

6.5 Voice messages. Voice messages sent via Telegram are transcribed to text for processing; the audio file itself is not retained beyond the time technically necessary to produce the transcript. Transcripts are task-scoped and are deleted once no longer needed for the Task, or, where part of a Confirmation, are retained only as the text confirm-back and the Client’s text reply (Section 4.2), never as audio.

6.6 Retention periods.

• Interaction Log (Section 9): retained for the duration of the contract plus 12 months after termination, and deleted or anonymized thereafter, unless a longer retention is required by law.
• Confirmation Audit Trail (Section 4.4): retained for the duration of the contract plus three years following the end of the calendar year in which the relevant Confirmation was given, in line with the standard limitation period under § 195 BGB. Indefinite retention is not used, in line with the storage-limitation principle of Art. 5(1)(e) GDPR.
• Shared Storage and Client documents: per Section 8.4.
• Credentials: for as long as the relevant Client System connection is active, deleted per Section 7.4 on disconnection or termination.

6.7 Data subject rights and breach notification. We support the Client in fulfilling data subject requests and in meeting breach-notification obligations under Art. 33–34 GDPR, as further specified in the DPA, including notifying the Client without undue delay after becoming aware of a personal data breach affecting the Client’s data.

7. Credentials and security

7.1 Encrypted storage. Credentials the Client provides for Client Systems are stored in an encrypted credential vault and are not accessible to us in plaintext outside the technical processes required to operate the Agent.

7.2 Client’s duty to report compromise. The Client must notify us in Textform without undue delay if it becomes aware that a credential connected to the Platform has been compromised, so that we can suspend the affected connection.

7.3 Our duty of breach notification. We will notify the Client without undue delay if we become aware of unauthorized access to or compromise of the Client’s credentials or data held by us, and will cooperate with the Client’s own notification obligations under Art. 33–34 GDPR.

7.4 Deletion on disconnection or termination. Credentials for a given Client System are deleted from the vault promptly after the Client disconnects that system, or after the contract terminates, subject to any shorter or longer period required by law.

8. Shared storage

8.1 Purpose. Shared Storage is provided solely for the Client to make available, and for Agents to read and write, files and documents needed to perform Tasks — for example price lists, invoices, customer lists, and templates.

8.2 Permitted content. The Client must not store in Shared Storage any content it is not lawfully entitled to store or share with us, or any content unrelated to the Service, including unlawful content or malware.

8.3 Access scoping. Shared Storage is scoped per Client. Our access to a given Client’s Shared Storage is limited to what is needed to operate that Client’s Agent(s) and to provide support.

8.4 Deletion on termination. Upon termination of the contract, the Client may export its Shared Storage content for 30 days after the termination date, after which we will delete the content, except to the extent retention is required by law or by Section 6.6.

9. Interaction log

9.1 We maintain an internal Interaction Log of exchanges between the Client and its Agent(s), distinct from the Confirmation Audit Trail (Section 4.4), for the purpose of improving that Client’s Agent(s) over time.

9.2 The Interaction Log is not displayed in the Platform by default. We will disclose the relevant portion of a Client’s Interaction Log to that Client upon written request, within a reasonable time.

9.3 Retention is per Section 6.6.

10. Fees and payment

10.1 Fee structure. Fees for the Service consist of a one-time setup fee for building the Client’s Agent(s) and/or an ongoing subscription fee and/or usage-based fee, as set out in the individual service agreement or order confirmation agreed with the Client.

10.2 Invoicing and due date. Subscription and usage-based fees are invoiced monthly in advance; one-time setup fees are invoiced upon conclusion of the individual service agreement. Invoices are due within 14 days of the invoice date, net, without deduction, unless otherwise agreed in the individual service agreement.

10.3 Default (Verzug). If the Client fails to pay by the due date, it is in default without a further reminder being required, to the extent permitted under § 286 BGB. During default, we may charge statutory default interest under § 288 BGB and, after a reasonable grace period, may suspend the Service, including pausing Agent operation, until outstanding amounts are paid, without prejudice to further rights.

10.4 Taxes. Fees are stated exclusive of statutory VAT, which is added at the applicable rate.

10.5 Fee adjustments. We may adjust our fees for a following contract term by giving the Client at least eight weeks’ notice in Textform before the start of that term. If the Client does not accept the adjustment, it may terminate the contract with effect from the start of the term to which the adjustment would otherwise apply.

11. Liability

11.1 Unlimited liability. We are liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for injury to life, body, or health, under the German Product Liability Act (Produkthaftungsgesetz), and wherever else liability cannot be limited by law.

11.2 Slight negligence — cardinal duties. For damages caused by slight negligence (leichte Fahrlässigkeit), we are liable only if we breach a cardinal contractual duty (wesentliche Vertragspflicht) — a duty whose fulfillment is essential to the proper performance of the contract and on whose observance the Client may regularly rely. In such cases, our liability is limited to the foreseeable, contract-typical damage (vorhersehbarer, vertragstypischer Schaden).

11.3 Liability cap. Subject to Section 11.1, our aggregate liability arising from or in connection with the contract in any twelve-month period is capped at the fees paid by the Client in the twelve months preceding the event giving rise to the claim.

11.4 Confirmed actions and AI output. See Sections 5.3 and 5.4 for how this framework applies to Confirmed actions and autonomous, AI-generated output specifically.

11.5 Third-party services. We are not liable for the acts, omissions, unavailability, or security of Client Systems or other third-party services the Client connects to the Platform, except to the extent a failure results from our own breach of duty under this Section 11.

11.6 Data loss. Our liability for loss of data is limited to the typical effort required to restore the data from the Client’s own proper and regular backups, had such backups been maintained, unless the loss resulted from our intent or gross negligence.

11.7 Force majeure. Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control, including natural disaster, war, act of government, widespread internet or infrastructure outage, or failure of a third-party subprocessor beyond our control.

12. Intellectual property

12.1 Our IP. We retain all rights, title, and interest in the Platform, the underlying Agent framework, templates, tooling, and any general know-how, methods, or learnings we develop in the course of building or operating Agents, including learnings not specific to any one Client’s confidential data (“Provider IP”). Nothing in these Terms transfers ownership of Provider IP to the Client.

12.2 Client’s IP and data. The Client retains all rights in its own data, documents, and content submitted via the Platform, Shared Storage, or connected Client Systems (“Client Data”). We do not claim ownership of Client Data.

12.3 License to us. The Client grants us a non-exclusive, non-transferable license to access, process, store, and use Client Data solely to provide and improve the Service for that Client, for the duration of the contract and as further needed to comply with Section 6.6. We do not use one Client’s Data to provide services to other clients, and do not use it to train models we make available to other clients. Our AI-model subprocessor’s applicable API terms provide that Client Data submitted for processing is not used to train models made available to that subprocessor’s other customers; further detail is available in the DPA annex.

12.4 License to Client. We grant the Client a non-exclusive, non-transferable right to use the Platform and its output for the Client’s own internal business purposes for the duration of the contract.

13. Confidentiality

13.1 Mutual confidentiality. Each party will keep confidential the other party’s non-public business, technical, and financial information disclosed in connection with the contract (“Confidential Information”), and will use it only to perform the contract, unless disclosure is required by law or by a competent authority.

13.2 Exceptions. Confidential Information does not include information that is or becomes public other than through breach of this Section, was already known to the receiving party without a confidentiality obligation, or is independently developed without use of the disclosing party’s Confidential Information.

13.3 Reference use. Unless otherwise agreed in writing, we will not publicly identify the Client as a customer or reference, including by name, logo, or case study, without the Client’s prior written consent.

14. Term and termination

14.1 Term. The contract begins on the date set out in the individual service agreement and continues for the term agreed there, or, if none is specified, for an indefinite term.

14.2 Ordinary termination. Either party may terminate an indefinite-term contract with three months’ notice to the end of a calendar quarter, in Textform.

14.3 Extraordinary termination. Either party may terminate the contract for cause (wichtiger Grund) without notice if the other party materially breaches the contract and, where the breach is capable of remedy, fails to remedy it within 14 days of being notified in Textform.

14.4 Effect of termination.

• Credentials are deleted per Section 7.4.
• Shared Storage is handled per Section 8.4.
• The Confirmation Audit Trail and any other record subject to statutory retention continue to be retained per Section 6.6, notwithstanding termination.
• Outstanding fees for Services rendered up to the termination date remain payable.

15. Changes to these Terms

15.1 We may amend these Terms with effect for the future, to reflect changes in the Service, legal requirements, or business practice. We will notify the Client of material changes in Textform, for example by email or portal notice, at least six weeks before they take effect.

15.2 If the Client does not object in Textform within four weeks of the notice, the changes are deemed accepted; we will specifically draw the Client’s attention to this consequence in the notice itself. If the Client objects in time, the previous version of these Terms continues to apply to the existing contract, and either party may terminate the contract for cause with effect from the date the changes would otherwise have taken effect.

16. Final provisions

16.1 Governing law. These Terms and the contractual relationship are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 Jurisdiction. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the courts having jurisdiction over our registered seat in Gelting-Geretsried, Germany, to the extent the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany.

16.3 Severability. If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions is unaffected. The parties will replace the invalid provision with a valid one that comes as close as possible to the economic intent of the original.

16.4 Text form (Textform). Unless these Terms specify a stricter form, such as written form (Schriftform), any notice, Confirmation, or declaration required to be made “in Textform” under these Terms satisfies § 126b BGB — for example email, portal message, or a comparable durable medium allowing the declaration to be reproduced in text.

16.5 Related legal documents. An Impressum, providing our legally required provider identification, and a Datenschutzerklärung (privacy policy), describing our processing of personal data on our own account (as distinct from the Data Processing Agreement governing Client Data), are published separately on this website. They are not part of this contractual document but should be read alongside it.

16.6 Entire agreement. These Terms, together with the individual service agreement, the Data Processing Agreement, and the onboarding context template, constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the same subject, unless expressly stated otherwise.

For questions about these Terms, contact us at hello@routine.solutions.