General Terms and Conditions

Adam Holding GmbH · Kohlplatzstrasse 9, 6971 Hard, Austria
Company register no. FN 620591 i, Regional Court Feldkirch · VAT ID ATU80345002 · [email protected]
Adam Automations is a brand of Adam Holding GmbH.

Version: 23 October 2026

This English version is provided for convenience only. The German version (AGB) is legally binding.

Part A — General Provisions

1. Scope

1.1 These terms apply to all contracts between Adam Holding GmbH (“we”) and its customers (“Customer”) for the services listed in section 2.

1.2 These terms are primarily intended for businesses within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG) and § 1 of the Austrian Commercial Code (UGB), e.g. hotels, restaurants, leisure and sports businesses. If the Customer is a consumer, Part C applies in addition; it also contains the statutory right of withdrawal. Part C prevails in case of conflict.

1.3 Order of precedence: (1) the individual offer or order confirmation, (2) Part B (product terms), (3) Part A. The Customer’s own terms and conditions only apply if we expressly agree to them in writing.

1.4 “In writing” always includes e-mail.

2. Our services

2.1 We set up AI-based systems for the Customer’s business and operate them on an ongoing basis. Currently in particular:

Isa – AI assistant for Instagram (Instagram agent): post and story suggestions from the Customer’s real photos and videos, captions, approval by the Customer on their phone, publishing
one-off setup fee + monthly fee
Ad Booster (add-on to Isa): suggestions for paid advertising on Instagram/Facebook
per approved campaign
AI phone assistant: answers calls, answers standard questions, takes callback requests
one-off setup fee + fee per call minute
Custom automations (e.g. matching receipts for bookkeeping, e-mail workflows, interfaces)
fixed price per offer, optionally plus ongoing support
Consulting and implementation on an hourly basis
per offer

2.2 The exact scope, prices and the criteria for when the service “works” (section 4.2) are set out in the individual offer. Part B adds what applies per product unless agreed otherwise.

2.3 We use established third-party providers, e.g. for servers (Hetzner, data centres in the EU), language and text processing (e.g. OpenAI), telephony and voice dialogue (e.g. Retell AI), messengers for approvals (e.g. Telegram) and Meta’s platforms (Instagram, Facebook). We may change providers if the service for the Customer remains equivalent.

2.4 We provide no legal or tax advice. In particular, our bookkeeping automations do not replace tax advice or the Customer’s bookkeeping obligations.

3. Conclusion of contract

3.1 Our offers are valid for 30 days unless stated otherwise. The contract is concluded when the Customer accepts the offer in writing or we confirm an order in writing.

3.2 A free initial consultation, a demo (e.g. the demo phone number) or trial suggestions before conclusion of the contract are non-binding and create no payment obligation.

4. Setup, testing and acceptance

4.1 After conclusion of the contract we set up the system. The usual time until go-live is stated in the offer (e.g. 1–2 weeks). It is extended for as long as the Customer does not provide the required cooperation (section 10).

4.2 When something “works”: the acceptance criteria agreed in the offer are decisive; if there are none, the standard criteria in Part B apply. The Customer disliking the style, wording or choice of images in an individual case is not a defect; it is adjusted as part of the ongoing coordination (and is covered by the monthly right to terminate, section 8).

4.3 After setup we provide the system for testing and notify the Customer in writing. The Customer checks it within 14 days and reports material deviations from the acceptance criteria in writing.

4.4 Acceptance is deemed given if (a) the Customer declares it, (b) no material deviation is reported within the 14 days, or (c) the Customer uses the system productively (e.g. approves the first post for publishing, forwards the phone number to the assistant). We point out this effect in the notice of provision.

5. Performance guarantee – money back

5.1 Setup does not work: if the system does not meet the acceptance criteria, we remedy it. We have two attempts within 30 days of the Customer’s notice. If it still does not work, the Customer may withdraw from the contract. We then refund the full setup fee and all monthly fees already paid within 14 days.

5.2 We cannot deliver: if it turns out before or during setup that we cannot provide the service – e.g. because a platform (such as Meta) refuses or blocks the required access or an interface ceases to exist – we inform the Customer without delay. Both parties may then withdraw; we refund all amounts already paid in full.

5.3 Outage during operation: if the core function (Part B) fails on more than two consecutive days, we credit the monthly fee pro rata for all days of the outage – even if the cause lies with a third-party provider. If outages in one calendar month total more than 14 days, we credit the entire monthly fee and the Customer may also terminate with immediate effect. With per-minute billing (phone), no fee is charged for calls not handled anyway.

5.4 The guarantee does not apply where the cause lies with the Customer, in particular lack of cooperation (section 10), changes to accounts, access rights or phone systems made by the Customer, or a suspension of the Customer’s account due to the Customer’s conduct.

5.5 If the Customer’s cooperation is missing for more than 60 days despite a written reminder, we may end the contract and charge for the setup work performed pro rata, but no more than the agreed setup fee.

5.6 A refund under 5.1 to 5.3 settles all claims for the respective non-performance, unless we acted with intent or gross negligence or personal injury is involved (section 16).

6. Ongoing operation

6.1 We operate, monitor and maintain the system continuously. Our servers are monitored automatically and backed up daily.

6.2 We do not owe a specific availability percentage; the credit rule in section 5.3 applies instead. Where possible, we schedule planned maintenance outside the Customer’s main business hours and announce it if it interrupts the core function for more than two hours.

6.3 Adjustments for seasons, promotions, opening hours and prices are included in the monthly fee. We offer new features or major changes separately.

6.4 Support: by e-mail ([email protected]) or via the agreed messenger, usually within one business day.

7. Prices, payment, third-party costs

7.1 The prices in the offer apply. For businesses, all prices are net plus 20 % VAT.

7.2 Due dates, unless the offer provides otherwise:

Setup fee: after acceptance (section 4.4).
Monthly fee: monthly in advance on the first of the month; the first month pro rata from go-live.
Per-minute fee (phone): monthly in arrears based on the minutes actually used.
Fixed-price projects: 50 % on order, 50 % after acceptance.

Invoices are payable within 14 days without deduction, by bank transfer or another payment method stated in the offer.

7.3 Third-party costs (servers, AI processing, telephony) are included in the agreed fee unless the offer says otherwise. Excluded are advertising budgets (section B.2) and costs the Customer orders directly from third parties. If usage considerably exceeds the scope described in the offer (e.g. a multiple of the agreed posts or minutes), we raise the issue and propose an adjustment; without agreement, both parties retain the monthly right to terminate.

7.4 Late payment: statutory default interest applies. After an unsuccessful reminder with a grace period of 14 days we may suspend operation until payment; we announce this in the reminder. The Customer’s data is retained during a suspension.

7.5 Price changes for ongoing contracts are announced in writing at least two months in advance. The Customer may terminate free of charge until they take effect; we point this out in the announcement. If a business does not terminate, the new price applies from the announced date. For consumers see Part C.

7.6 Businesses may only set off counterclaims that we have acknowledged or that have been established by a court.

8. Term and termination

8.1 Contracts with a monthly fee (Isa, phone assistant, ongoing support) run for an indefinite period without a minimum term.

8.2 The Customer may terminate at any time with effect from the end of the calendar month in which we receive the notice. No reason is required; an e-mail to [email protected] is sufficient. We confirm receipt.

8.3 We may terminate with one month’s notice to the end of a month, so the Customer is not left without lead time.

8.4 Either party may terminate without notice for good cause. Good cause for us exists in particular in the event of payment default of more than 30 days despite a reminder, use of the system for unlawful content, or if the service is no longer possible due to a permanent platform block (section 5.2 then applies accordingly to fees paid in advance).

8.5 A setup that has been accepted and paid is not refunded pro rata upon later termination; monthly fees paid in advance for periods after the end of the contract are refunded.

8.6 Fixed-price projects (custom automations) are contracts for work. The statutory rule applies (§ 1168 ABGB): if the Customer withdraws before completion through no fault of ours, we charge for the work performed so far; section 5 remains unaffected.

9. End of contract: data, export, switching

9.1 On request we provide the Customer with their data free of charge in a common format for up to 30 days after the end of the contract, in particular photos and videos from the photo pool, post texts and schedule, callback list and call logs, configuration and knowledge content (opening hours, FAQ, prices).

9.2 We then delete the Customer’s data within a further 30 days, unless we are subject to a statutory retention obligation. Posts already published on Instagram remain in the Customer’s account; the account always belongs to the Customer.

9.3 We support a switch to another provider or to in-house operation to a reasonable extent. Taking over the server infrastructure operated for the Customer is possible by separate agreement. Mandatory rights under the EU Data Act remain unaffected.

10. Customer cooperation

The Customer

provides the required access (e.g. Instagram/Meta account, phone number or call forwarding, bank or receipt access read-only only) and keeps their own credentials secure;
provides correct and up-to-date information (opening hours, prices, offers, events) and reports changes in good time;
provides photos and videos for which they hold the necessary rights (section 13.3);
names a contact person and, for Isa, the persons who approve posts;
reviews suggestions and approves or rejects them promptly;
instructs their staff in the use of the system.

11. AI – what the Customer needs to know

11.1 AI systems produce results based on probabilities. In individual cases they may be incorrect, incomplete or inappropriate, even with careful setup. We owe a system that meets the acceptance criteria, not the accuracy of every single answer or text.

11.2 Human approval: Isa only publishes posts the Customer has approved, unless automatic publishing has been expressly agreed in the offer. By approving, the Customer adopts the content as their own. As operator of their account, they are responsible for its lawfulness, e.g. price information, competitions, youth and alcohol protection, advertising labelling and third-party rights.

11.3 Transparency (EU AI Act): our phone assistant identifies itself as AI at the start of each call. The Customer will not ask us to remove this notice. We do not generate artificial photos or videos of real persons or places for Isa.

11.4 The phone assistant does not make binding commitments (e.g. booking confirmations, prices outside the stored information) and gives no information in emergencies, on health, individual allergens or safety; for these it refers to a callback by the Customer, unless agreed otherwise.

12. Third-party platforms

12.1 Instagram, Facebook, telephone networks and AI services are operated by third parties. Their rules, interfaces and prices may change. We are not liable for outages, blocks or changes by these third parties; the credit and withdrawal rules in section 5 still apply.

12.2 The Customer complies with the terms of use of the platforms on which they publish. We point out recognisable violations.

13. Rights

13.1 Subscription products (Isa, phone assistant): the software, workflows, templates and prompts remain our property. The Customer receives a non-exclusive right of use for their own business for the term of the contract.

13.2 Custom automations: upon full payment the Customer receives a non-exclusive, perpetual right of use for their own business. We may continue to use general know-how and non-customer-specific components.

13.3 Customer content (photos, videos, logos, texts, data) remains with the Customer. The Customer grants us the right to use it for the term of the contract to provide the service. The Customer warrants that they hold the necessary rights, in particular the consent of photographers and of identifiable persons depicted, and indemnifies us if third parties assert claims in this respect.

13.4 We use a Customer’s content exclusively for that Customer – never for other customers, never for our own advertising without consent, and never for training AI models.

13.5 The Customer may use the texts and post compilations created by Isa without restriction, including after the end of the contract.

14. Data protection

14.1 Where we process personal data on behalf of the Customer (e.g. caller and callback data, persons depicted, receipt data), we conclude a data processing agreement pursuant to Art. 28 GDPR. It lists the sub-processors used and the safeguards.

14.2 The Customer remains the controller of this data. They inform callers, guests and employees about the use of our systems in their own privacy notice.

14.3 Our own data processing is governed by our privacy policy at www.adam-automations.com/en/privacy/.

15. Warranty

15.1 The statutory warranty applies. We remedy defects primarily by repair; section 5 takes precedence as the more favourable rule.

15.2 Businesses report defects in writing within 14 days of discovery, with a comprehensible description (e.g. screenshot, time of the call).

16. Liability

16.1 We are liable without limitation for intent and gross negligence and for personal injury.

16.2 We are not liable for slight negligence, except for personal injury.

16.3 Towards businesses we are – except in case of intent and personal injury – not liable for lost profits, lost bookings, reach or revenue, indirect and consequential damage. For loss of data we are only liable for the cost of restoring it from our backups.

16.4 Towards businesses, claims for damages lapse unless asserted in court within 12 months of knowledge of the damage and the party causing it.

17. Complaints and disputes

We prefer to solve problems by talking rather than in court. The following order therefore applies:

Complaint: the Customer describes the problem in writing to [email protected].
Response: we reply within 3 business days with a proposed solution; we usually complete remedies within 10 business days.
Meeting: if no agreement is reached, a personal meeting (on site or by video) with the managing director takes place within 14 days.
Mediation (voluntary): if the dispute remains open, either party may propose mediation by a registered mediator in Vorarlberg; we share the costs. Time limits are suspended during mediation (§ 22 Austrian Civil Mediation Act).
Court: only then – or if one party declines mediation – the competent court decides (section 19.2).

Monthly termination (section 8.2) remains possible at any time during a dispute. Undisputed amounts must continue to be paid; disputed amounts are refunded promptly if the complaint proves justified. Urgent steps to protect rights (e.g. against impending limitation) are permitted at any time.

18. Confidentiality and references

18.1 Both parties treat non-public information of the other party confidentially, including after the end of the contract.

18.2 We only name the Customer as a reference with their consent.

19. Final provisions

19.1 Austrian law applies, excluding the conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. For consumers, mandatory protective provisions of their country of residence remain unaffected.

19.2 The place of jurisdiction for businesses is the court having subject-matter jurisdiction for 6971 Hard, Austria. For consumers, § 14 KSchG applies.

19.3 Amendments to these terms for ongoing contracts are notified in writing at least two months before they take effect, with reference to the right to terminate. If a business does not object and does not terminate before they take effect, the new terms apply. For consumers see Part C.

19.4 Towards businesses: if a provision is invalid, the remaining provisions remain valid; it is replaced by a valid rule that comes closest to its economic purpose.

19.5 The German version is authoritative.

Part B — Product Terms

B.1 Isa – AI assistant for Instagram

Core function: Isa delivers post and story suggestions to the agreed approvers and publishes approved content at the scheduled time in the Customer’s Instagram account.
Standard acceptance criteria (unless the offer says otherwise): (1) the Instagram account is connected; (2) the photo pool is set up and imports new photos and videos; (3) Isa delivers suggestions with text and image/video for approval at the agreed frequency; (4) an approved post appears at the scheduled time.
Isa works only with the Customer’s real photos and videos. Without new material, content repeats; a photo stock that is too small is not a defect.
Frequency, topics, tone and seasonal calendar are agreed with the Customer and adjusted on an ongoing basis.
We do not owe reach, follower growth or bookings.
Isa requires an Instagram professional account (business or creator); the Ad Booster additionally requires a Facebook page and a Meta ad account.

B.2 Ad Booster

Isa suggests promoting individual posts with a budget. Only what the Customer expressly approves per suggestion is spent (budget, duration, radius).
The Customer pays the advertising budget directly to Meta, via their own ad account and their own payment method. We do not hold any advertising money. We only charge the Booster fee agreed in the offer. Campaigns rejected by Meta do not consume any advertising budget.
Results (impressions, enquiries) depend on Meta and are not guaranteed. After each run, the Customer receives a short report.
Meta’s advertising policies apply in addition.

B.3 AI phone assistant

Core function: during the agreed hours, the assistant answers calls, answers questions based on the stored information and passes callback requests (name, number, concern) to the Customer.
Standard acceptance criteria: (1) calls to the agreed number are answered; (2) the standard questions listed in the offer are answered correctly; (3) callback requests reach the Customer completely.
Billing is per started call minute according to the tiers in the offer. The Customer sets up forwarding from their existing number with their phone provider; we assist.
If calls are recorded or transcribed, the assistant states this at the beginning.

B.4 Custom automations

Scope, acceptance criteria, fixed price and delivery date are set out in the offer (service description). Change requests after the order are offered separately.
We use access to bank accounts and bookkeeping systems read-only unless expressly agreed otherwise. Our systems do not initiate payments.
Responsibility for bookkeeping, deadlines and tax returns remains with the Customer and their tax adviser.
Ongoing support (maintenance, adaptation to changed interfaces) is only included if agreed in the offer.

Part C — Additional Provisions for Consumers

C.1 Deviations from Part A

For consumers the following applies instead:

All prices are gross prices including VAT.
Price changes (7.5) and amendments to these terms (19.3) only take effect with the consumer’s express consent; without consent the existing contract continues, and both parties may terminate under section 8.
Deemed acceptance under 4.4 (b) only occurs if we clearly pointed out the time limit and its significance in the notice of provision.
Set-off is also possible for counterclaims legally connected with the consumer’s payment obligation and in the event of our insolvency (§ 6 (1) no. 8 KSchG).
Sections 15.2 (notice period for defects), 16.3, 16.4, 7.6 and 19.4 do not apply. The statutory warranty applies, for digital services under the Austrian Consumer Warranty Act (VGG).
Default interest is 4 % per year.

C.2 Right of withdrawal (withdrawal notice)

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period will expire after fourteen days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (Adam Holding GmbH, Kohlplatzstrasse 9, 6971 Hard, Austria, e-mail: [email protected]) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

Early expiry: the right of withdrawal expires for services once we have fully performed the service, after you expressly requested that we begin before the end of the withdrawal period and acknowledged that you lose your right of withdrawal upon full performance of the contract.

C.3 Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

To: Adam Holding GmbH, Kohlplatzstrasse 9, 6971 Hard, Austria, [email protected]

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service (*):

______________________________________________

Ordered on (*) / received on (*): ______________

Name of consumer(s): ______________

Address of consumer(s): ______________

Signature of consumer(s) (only if this form is notified on paper): ______________

Date: ______________

(*) Delete as appropriate.