Last updated: October 2026.
These General Terms and Conditions (“Terms”) govern the contractual relationship between YAR Axiom GmbH (“routine.solutions”, “Provider”, “we”, “us”) and its business customers (“Client”, “you”) regarding the access to and use of the routine.solutions platform, custom AI automation agents, orchestration pipelines, and related services. Please read them carefully together with the separate Data Processing Agreement (Auftragsverarbeitungsvertrag), which forms a mandatory integral annex to every client agreement.
1. Scope, Provider Identity and B2B Exclusivity
1.1 Provider details. The Service is operated by:
YAR Axiom GmbH
Siedlungsstr. 5, 82538 Geretsried, Germany
Commercial Register: Amtsgericht München, HRB 264120
Registered Office (Sitz der Gesellschaft): Geretsried
Managing Director (Geschäftsführerin): Dr. Mahya Karbalaii
VAT ID (USt-IdNr.): DE341239675 | Tax Number (Steuernummer): 139/137/30660
Contact: hello@routine.solutions
1.2 Business customers only (B2B). The Service and Platform are offered exclusively to businesses, commercial enterprises, and professionals acting in the exercise of their commercial or independent professional activity within the meaning of § 14 of the German Civil Code (BGB — Unternehmer). We do not contract with consumers (§ 13 BGB). By registering for, ordering, or using the Service, the Client expressly confirms that it acts exclusively as a business entity.
1.3 Contractual components & Order of precedence. The contractual relationship between the parties consists of (a) the individual service agreement, proposal, or order confirmation, (b) these Terms, (c) the Data Processing Agreement (DPA) pursuant to Art. 28 GDPR, and (d) the onboarding configuration template. In case of conflict, the individual service agreement prevails, followed by the DPA for data protection matters, followed by these Terms.
1.4 Exclusion of Client terms. General terms and conditions of the Client do not apply and are hereby expressly rejected, even if routine.solutions delivers services without separate objection, unless we have expressly agreed to their application in Textform.
1.5 Language versions. These Terms may be provided in English, German, and Italian. In the event of any contradiction or ambiguity, the English version shall prevail, unless mandatory applicable law provides otherwise.
2. Definitions
- Platform: The web application, client portal, API endpoints, Telegram bots, orchestration pipelines, and server infrastructure operated by routine.solutions through which the Client configures, triggers, interacts with, and monitors its Agent(s).
- Agent: A tailor-made, client-specific software automation agent engineered and operated by routine.solutions, executing reasoning and tasks on behalf of the Client, including through secure integration with Client Systems.
- Task: An individual unit of automated work initiated by the Client via portal, message, or automated system trigger (e.g. email correspondence, document processing, data extraction, report generation, system synchronization).
- Confirmation: The explicit authorization or approval given by the Client’s Authorized Person via the Platform before a specific proposed action or communication is executed.
- Client Systems: Third-party mailboxes, software applications, APIs, databases, or accounts owned or licensed by the Client (such as IONOS mailboxes, CRM systems, accounting software, cloud storage) to which the Client grants the Agent access.
- Shared Storage & Workspaces: Dedicated, partitioned cloud storage or file directories allocated by routine.solutions for the Client’s task inputs, attachments, and outputs.
- Confirmation Audit Trail: The immutable, tamper-resistant evidentiary record maintained by routine.solutions documenting all Confirmation requests and corresponding Client approvals or rejections.
3. Service Description & Operational Framework
3.1 Bespoke agent automation. routine.solutions designs, implements, hosts, and operates AI automation agents tailored to the Client’s individual workflows and business logic. Agents perform tasks by processing business context, communicating through designated channels, interacting with Client Systems, and generating draft documents or operational updates.
3.2 No professional advice. Agents and Platform outputs are automated technological tools designed to assist business operations. Under no circumstances do Agents or the Platform provide legal, tax, accounting, financial, medical, or other regulated professional advice. The Client is solely responsible for verifying that all decisions, filings, communications, and transactions comply with applicable laws, industry standards, and professional obligations.
3.3 Service availability & Maintenance. We strive for high availability of the Platform and agent infrastructure, but continuous, uninterrupted, or error-free availability is not guaranteed. We reserve the right to conduct scheduled maintenance during announced service windows or perform critical emergency security updates when necessary. Unavailability due to internet disruptions, force majeure, or third-party API outages outside our control does not constitute a breach of duty.
4. Confirmation Model & Graduated Autonomy
4.1 Human-in-the-loop baseline. To guarantee maximum security and control, Agents operate by default under a strict human-in-the-loop confirmation model. Prior to executing any external-facing, irrevocable, financial, or legally consequential action (such as dispatching an outgoing email, executing a financial transaction, modifying records in third-party systems, or signing agreements), the Agent submits a draft or proposal to the Client for explicit Confirmation.
4.2 Binding nature of Confirmation. A Confirmation given by an Authorized Person via the client portal, Telegram bot, or authenticated API constitutes a definitive, binding instruction to routine.solutions to execute the confirmed action. routine.solutions is entitled to rely on any such Confirmation without further verification of internal authorization.
4.3 Exclusion of liability for Confirmed actions. The Client bears sole and final responsibility for reviewing the accuracy, completeness, tone, and legal correctness of any proposed action prior to granting Confirmation. routine.solutions is released from all liability for damages or claims resulting from actions executed pursuant to explicit Client Confirmation, except in cases of intentional misconduct or gross negligence by routine.solutions in the technical execution of the confirmed instruction.
4.4 Graduated autonomy. Following an initial calibration period and upon explicit written agreement, specific defined categories of routine, low-risk tasks may be configured with expanded autonomy (autonomous execution without prior per-task approval). The scope, parameters, and guardrails for autonomous tasks are documented in the Client’s service specification. The Client may revoke or adjust autonomous permissions at any time via the Platform or by notice in Textform.
4.5 Confirmation Audit Trail. All Confirmation requests, Client responses, timestamps, authenticated user IDs, and communication channels are logged in a tamper-resistant Confirmation Audit Trail retained in accordance with Section 7.6 to serve as legal proof of authorization.
5. AI-Specific Disclaimers & Technical Realities
5.1 Probabilistic nature of generative AI. The Client acknowledges and agrees that the Agent workflows utilize advanced artificial intelligence, machine learning models, and large language models (LLMs) provided by specialized third parties (such as Anthropic PBC). Generative AI operates probabilistically. While routine.solutions implements rigorous guardrails, system prompts, verification logic, and no-fabrication principles, AI-generated outputs may inherently contain inaccuracies, omissions, contextual misunderstandings, or hallucinations.
5.2 Client duty of verification. The Client is obligated to critically inspect and verify all machine-generated content, calculations, dates, and drafts before acting upon them, publishing them, or transmitting them to third parties.
5.3 Voice input & Transcripts. Where the Client interacts with an Agent via voice notes (e.g. through Telegram), the audio is converted to text via automated speech recognition. Only the resulting text transcript, verified via the Agent’s confirm-back message, constitutes the operative instruction. Voice audio is purged immediately after transcription.
6. Client Obligations, Credentials & Indemnification
6.1 Accurate context & Cooperation. The Client must provide all accurate, complete, and current business context, guidelines, product data, templates, and instructions necessary for the proper configuration and execution of the Agents.
6.2 Authorized Persons. The Client must designate authorized natural persons entitled to issue instructions and approve Confirmations on its behalf and must keep this authorization list strictly up to date.
6.3 Credentials & System security. The Client provides credentials or API keys for connected Client Systems through the secure portal interface. The Client warrants that it has the full legal right to grant routine.solutions and the Agent access to such systems. The Client must immediately notify routine.solutions in Textform and change its credentials if any account or access key is compromised.
6.4 Lawful data & Warranties. The Client represents and warrants that all data, text, documents, files, and personal data provided to or accessed by routine.solutions and its Agents have been lawfully collected and processed in full compliance with the GDPR and applicable intellectual property, trade secret, and unfair competition laws. The Client warrants that it holds all necessary consents, legal bases, and licenses.
6.5 Acceptable use. The Client shall not use the Service for any unlawful, deceptive, harassing, defamatory, fraudulent, or harmful purposes, nor attempt to reverse-engineer, decompile, or extract the source code or proprietary prompt engineering of the Platform, nor attempt unauthorized access to other clients’ data or shared infrastructure.
6.6 Indemnification. The Client shall fully defend, indemnify, and hold harmless YAR Axiom GmbH, its affiliates, directors, employees, and agents against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal and attorney fees and regulatory fines) arising out of or related to (a) the Client’s breach of these Terms or warranties, (b) any unlawful or infringing data, documents, or content provided by the Client, (c) actions executed pursuant to explicit Client Confirmation, or (d) unauthorized or unlawful instructions issued to an Agent.
7. Data Protection, Security & Subprocessors
7.1 Data Processing Agreement (DPA). Soweit routine.solutions personal data on behalf of the Client (such as customer email correspondence, invoice records, or contact data contained in Client Systems), routine.solutions acts as a data processor pursuant to Art. 28 GDPR, and the Client acts as the data controller. The parties conclude the separate Data Processing Agreement prior to processing.
7.2 Zero model-training guarantee. routine.solutions does NOT use Client Data to train or fine-tune public foundation AI models or models accessible to other customers. Our contractual agreements with enterprise AI providers (such as Anthropic) strictly prohibit the provider from using customer API data for model training.
7.3 Encrypted credential vault. Client credentials for connected mailboxes and third-party tools are encrypted at rest using industry-standard cryptographic algorithms (such as libsodium secretbox / AES-256) and are held in memory only during authorized task execution.
7.4 Subprocessors & Hosting. routine.solutions utilizes vetted enterprise subprocessors for hosting, security, and AI inference, including Cloudflare, Anthropic, and European hosting providers. Subprocessors processing outside the EU/EEA are bound by EU Standard Contractual Clauses (SCCs) pursuant to Art. 46 GDPR.
7.5 Data location. Platform core services, credential storage, and databases are hosted in certified European data centers.
7.6 Retention periods.
- Confirmation Audit Trail: Retained for the contract duration plus three (3) full calendar years following the year of instruction (§ 195 BGB) for evidentiary and legal defense purposes, in compliance with Art. 5(1)(e) GDPR.
- Interaction logs & Task history: Retained for the duration of the active subscription plus 12 months, after which data is deleted or anonymized.
- Client credentials: Irrevocably purged from the vault promptly upon account disconnection or contract termination.
- Shared files & Workspaces: Maintained during the active contract and for 30 days post-termination to permit client data export.
8. Intellectual Property & Licensing
8.1 Provider IP. YAR Axiom GmbH retains all right, title, and interest (including all patents, copyrights, trade secrets, trademarks, software code, orchestration frameworks, prompt architecture, UI components, documentation, and know-how) in and to the Platform and the underlying agent framework (“Provider IP”). No intellectual property rights are transferred to the Client.
8.2 Client Data. The Client retains all rights, title, and ownership in and to its own data, confidential information, documents, and business materials (“Client Data”).
8.3 License to Provider. The Client grants routine.solutions a worldwide, non-exclusive, royalty-free license to use, host, reproduce, and process Client Data solely to the extent necessary to deliver, maintain, and support the Services for the Client during the contract term.
8.4 License to Client. Subject to timely payment of agreed fees, routine.solutions grants the Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and the outputs generated by its configured Agents for its internal business operations during the term of the agreement.
9. Fees, Payment Terms & Suspension
9.1 Fees. The Client shall pay the setup fees, recurring subscription fees, and/or usage fees specified in the individual order confirmation or service contract.
9.2 Payment terms. All fees are stated net of applicable statutory value added tax (VAT). Invoices are issued electronically and are payable within 14 calendar days of the invoice date without deduction.
9.3 Default & Service suspension. If the Client is in default of payment (§ 286 BGB), statutory default interest (§ 288 BGB) shall accrue. Furthermore, after issuing a formal reminder with a reasonable grace period, routine.solutions is entitled to immediately suspend Platform access, pause agent executions, and withhold deliveries until all outstanding amounts are paid in full.
9.4 Price adjustments. routine.solutions may adjust recurring fees with at least eight (8) weeks’ prior notice in Textform before the commencement of a renewal term. If the Client does not agree to the price adjustment, it may terminate the contract with effect from the start of the renewal term.
10. Limitation of Liability
10.1 Unlimited liability. routine.solutions is liable without limitation pursuant to statutory law for: (a) damages caused by intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (b) culpable injury to life, body, or health; (c) claims under the German Product Liability Act (Produkthaftungsgesetz); and (d) cases of express contractual guarantees.
10.2 Slight negligence (Kardinalpflichten). In cases of slight negligence (leichte Fahrlässigkeit), routine.solutions shall only be liable for the breach of a cardinal contractual duty (wesentliche Vertragspflicht / Kardinalpflicht) — i.e., an obligation whose fulfillment is essential to the proper execution of the contract and upon whose compliance the customer regularly relies. In such cases, our liability is strictly limited to the foreseeable, contract-typical damage (vorhersehbarer, vertragstypischer Schaden) at the time of contract conclusion.
10.3 Liability cap. Subject to Section 10.1, the aggregate total liability of YAR Axiom GmbH arising out of or in connection with the contract in any twelve (12) month period, regardless of the legal ground, shall be capped at 100% of the total net fees actually paid by the Client to routine.solutions in the twelve (12) months preceding the incident causing the damage.
10.4 Exclusion of consequential & indirect damages. To the fullest extent permitted by German law, routine.solutions shall not be liable for any loss of profits, lost revenue, loss of business goodwill, lost data, indirect damages, or consequential economic loss.
10.5 Data loss limitation. For loss or corruption of data, routine.solutions’s liability is strictly limited to the typical recovery expenditure that would have been incurred if the Client had implemented customary, regular, state-of-the-art data backup procedures.
10.6 Force majeure. Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural catastrophes, war, terrorism, civil unrest, labor disputes, cyberattacks, power or telecommunications failures, government actions, or failures of third-party public infrastructure.
11. Confidentiality
11.1 Duty of confidentiality. Each party agrees to treat all confidential technical, financial, and operational information disclosed by the other party (“Confidential Information”) with the same degree of care it uses for its own confidential information (and not less than reasonable care), and to use it solely for the performance of the contract.
11.2 Exceptions. Confidentiality obligations do not apply to information that is publicly known without breach, was already known prior to receipt, was independently developed without reference to the disclosing party’s information, or must be disclosed by statutory requirement or court order.
11.3 Marketing references. routine.solutions shall not use the Client’s company name or logo as a commercial reference without the Client’s prior consent in Textform.
12. Term, Termination & Offboarding
12.1 Term. The contract enters into force on the effective date agreed in the service agreement and continues for the initial term specified therein. If no term is specified, the agreement is concluded for an indefinite period.
12.2 Ordinary termination. Indefinite contracts may be terminated by either party with three (3) months’ written notice to the end of a calendar quarter.
12.3 Termination for cause (außerordentliche Kündigung). Either party may terminate the contract immediately for good cause (wichtiger Grund) pursuant to § 314 BGB if the other party commits a material breach and fails to remedy such breach within fourteen (14) days of receiving formal notice in Textform.
12.4 Consequences of termination. Upon effective termination: (a) all active agent executions and portal access are terminated; (b) the Client may export its shared files within thirty (30) days; (c) stored credentials and transient task files are permanently purged; and (d) statutory retention obligations remain unaffected.
13. Amendments to these Terms
13.1 routine.solutions reserves the right to amend these Terms with future effect to reflect legal modifications, court decisions, technological advancements, or changes in service architecture. routine.solutions will notify the Client of proposed changes in Textform at least six (6) weeks before their intended effective date.
13.2 If the Client does not object to the amendments in Textform within four (4) weeks of notification, the amended Terms shall be deemed accepted. routine.solutions will explicitly advise the Client of this consequence in the notification. If the Client objects in time, routine.solutions may either continue the agreement under the previous terms or terminate the contract with effect from the date the new terms would have become effective.
14. Final Provisions, Governing Law & Jurisdiction
14.1 Governing law. These Terms and all contracts between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.
14.2 Exclusive jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract shall be the competent court having jurisdiction over the registered seat of YAR Axiom GmbH in Geretsried, Germany (Munich / Amtsgericht Wolfratshausen / Landgericht München II), provided 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.
14.3 Severability clause. If any provision of these Terms is or becomes invalid, illegal, or unenforceable, the validity of the remaining provisions shall remain fully unaffected. The parties undertake to replace the ineffective provision with a valid provision that comes as close as possible to the commercial intent of the original provision.
14.4 Text form. Declarations, notices, and amendments under these Terms satisfy § 126b BGB (Textform — including email and authenticated portal message) unless a stricter form is mandated by statutory law.
For inquiries regarding these Terms, contact: hello@routine.solutions.