Terms and conditions

1) Scope, definitions and customers

1.1 These general terms and conditions (the 'Terms') are the terms of CIRO GmbH, Maischer Str. 10, 85386 Eching, Germany ('we', 'us'). They apply to all contracts for the use of CIRO NOISE as software-as-a-service (the 'Software'). The Software comprises our team workspace at https://www.ciro-noise.de together with its interfaces (API, MCP) and public pages. We object to the inclusion of any terms of the customer unless we have agreed otherwise.

1.2 The contracting party (the 'Customer' or 'you') is the business, body or person for which an organization is created in CIRO NOISE or seats are booked. Whoever creates, sets up or owns an organization confirms that they are authorized to represent the Customer.

1.3 CIRO NOISE is designed for businesses; consumers can use it as well. You are an entrepreneur if you conclude the contract in the exercise of your trade, business or independent profession (Section 14 of the German Civil Code, BGB). You are a consumer if you conclude the contract for purposes that are predominantly outside your trade, business or profession (Section 13 BGB). Individual provisions of these Terms apply only to entrepreneurs or only to consumers; they are marked as such. Mandatory consumer protection law takes precedence over these Terms.

1.4 'Members' are the persons you invite into your organization or who join it with your consent. 'Organization admins' are the owners and admins of the organization, i.e. members with administrative rights. You are responsible for the actions of your members in CIRO NOISE as for your own.

1.5 The Software may connect to third-party services (section 10). Those services are governed exclusively by the respective provider's terms; we only provide technical access.

2) Contract formation and registration

2.1 An account is created by registering with your e-mail address and a one-time code or sign-in link, by signing in with a Google account or by accepting an invitation. If you register without an invitation, a free-of-charge usage contract for the free seats comes into effect on completion of registration (section 4.2).

2.2 If you register without an invitation, we create an organization for you, which you name and configure in the setup wizard (name, short code, industry, theme, optionally company details). A number of seats entered there is a statement of intent, not a booking.

2.3 You book additional seats in the organization area under 'Plan & billing'. The presentation in the pricing overview and in the application is not a binding offer on our part. By completing the checkout of our payment provider or by confirming a change of seats in the application, you make a binding offer. We accept it by confirming the booking by e-mail or by activating the seats in your organization, whichever happens first.

2.4 We store the contract text. These Terms are available at any time at https://www.ciro-noise.de/agb; your invoices are available under 'Plan & billing'.

2.5 Before completing the checkout you can review your entries at any time and correct them using the usual keyboard and mouse functions.

2.6 The contract can be concluded in German or English. In case of discrepancies between the language versions, the German version prevails.

2.7 Communication about the contract takes place by e-mail. You ensure that the e-mail address on file is correct and that our e-mails reach you, in particular when using spam filters.

2.8 If you act as a consumer, you have a statutory right of withdrawal. Details are set out in our withdrawal notice at https://www.ciro-noise.de/widerruf. Entrepreneurs have no statutory right of withdrawal; they can cancel booked seats at any time with effect from the end of the current billing period (section 6.2).

3) Scope of services

3.1 CIRO NOISE is a single product without plan tiers: every organization gets all features. These include in particular the wiki, tasks (boards), support requests, finance (quotes, invoices, receipts, bank reconciliation and DATEV export), customers (CRM), meetings, appointments, time tracking and employees, the password vault, file storage, pitch pages, concept boards, marketing and social media, the AI assistant 'Kollegin', and access via API and MCP. The current scope is described on the feature pages at https://www.ciro-noise.de/funktionen and in the pricing overview at https://www.ciro-noise.de/preise.

3.2 Reasonable usage limits apply to certain resources as set out in the pricing overview and shown in the application, for example for AI usage, support requests per month and storage. They ensure stable operation and fair use. Once a limit is reached, the affected feature cannot be used further until the next period to which the limit applies begins. Existing data remains readable. We can agree higher limits with you separately.

3.3 We develop the Software continuously. You receive a right to use the current version; you have no claim to a particular state or to the continued existence of individual features unless section 14 provides otherwise. Features we label as beta or preview may change or be discontinued.

3.4 We provide the Software at the handover point of our hosting provider to the internet. We do not owe the data connection between your systems and that point. Using the Software requires a current browser.

3.5 We back up the application's data regularly so that operation can be restored after an outage. We do not assume any custodial duty; exporting your data for your own purposes is your responsibility (section 15).

3.6 CIRO NOISE is a tool. It does not provide legal, tax or other professional advice. Finance does not replace review by you or your tax adviser, and the password vault does not replace your own security concept.

4) Seats

4.1 You pay per seat. Every account with full access to your organization occupies a seat; open invitations count as soon as you have sent them. For people who only track their working time there are employee seats; how many of them are free of charge is set out in the pricing overview. People who contact your organization without an account, for example through the support form, do not occupy a seat.

4.2 The first two seats are free of charge. You do not need to provide a payment method for them. We may change the scope of free-of-charge use with at least six weeks' notice, insofar as this is reasonable for you. Booked seats remain unaffected.

4.3 Every further seat is subject to a charge (section 5). You book additional seats under 'Plan & billing'; they are available immediately. We charge them pro rata for the rest of the current billing period and invoice the amount immediately.

4.4 You can reduce booked seats at any time, but only down to the number of occupied seats. To do so, first remove members or withdraw open invitations. The reduction takes effect at the end of the current billing period; until then the seats remain usable. If you remove a member without canceling the seat, the seat remains booked and can be filled again.

4.5 If your subscription ends – for example through cancellation, after unsuccessful payment attempts (section 5.5) or with the deletion of the organization – and your organization then has more members with full access than free seats, it is overbooked. For as long as this is the case, all members except the organization admins have no access to the organization, including through API keys or connected AI assistants. The organization admins can book seats or remove members; access is then restored. Your data remains fully intact during this time.

4.6 We may delete organizations without booked seats whose members have not signed in for more than twelve months. We announce the deletion at least 30 days in advance by e-mail to all organization admins; signing in during this period prevents the deletion.

4.7 For organizations without booked seats, the liability rule in section 13.7 applies.

5) Prices and payment

5.1 The prices in the pricing overview at https://www.ciro-noise.de/preise at the time of booking apply. The prices in the pricing overview are net prices. If you act as an entrepreneur, you pay them plus statutory VAT. If you act as a consumer, the total price including statutory VAT (currently 19%) applies; the checkout shows it before you complete the booking. The amount payable is the same in both cases: net price plus VAT. If you provide a valid VAT identification number, we show it on the invoice.

5.2 If you act as an entrepreneur with your registered office in a member state of the European Union other than Germany and you provide a valid VAT identification number, we invoice without German VAT. You then owe the tax as the recipient of the service (reverse charge); the invoice states this. We may verify the number. If it is invalid, we charge statutory German VAT.

5.3 Booked seats are billed monthly in advance; insofar as the pricing overview offers annual billing, annually in advance if you choose it. The terms of annual billing are set out in the pricing overview. Payment is made using the payment methods offered in the checkout.

5.4 Payment processing is handled by Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland ('Stripe'). You enter payment details directly with Stripe. You manage invoices, payment methods and cancellation in the Stripe customer portal, which you reach from the 'Plan & billing' area. Stripe's terms apply in addition for payment processing; further information at https://stripe.com.

5.5 If a payment fails, we inform you, and Stripe retries the charge several times over the following days. If payment is still outstanding after that, we may end the subscription. The booked seats then lapse and section 4.5 applies. Your data is retained. Statutory consequences of default remain unaffected.

5.6 We announce price changes by e-mail to all organization admins at least six weeks before they take effect. They apply from the first billing period that begins after that date. If you do not agree with the change, you may cancel the booked seats with effect from that date, up until the change takes effect; we point this out in the announcement.

5.7 Invoices are provided electronically.

6) Term and cancellation

6.1 The free-of-charge usage contract runs for an indefinite period. You can end it at any time by deleting your organization (section 6.6); we can end it with 30 days' notice in text form.

6.2 Booked seats have no minimum term beyond the selected billing period. The subscription renews for the selected billing period (one month or one year) unless you cancel it by the end of that period. You can cancel at any time with effect from the end of the current billing period – via the 'Cancel subscription' button under 'Plan & billing' or in text form, for example by e-mail to hello@ciro.gmbh. We confirm receipt and the date the contract ends in text form.

6.3 If you act as a consumer and have chosen annual billing, the subscription does not renew for a further year after the first year, but continues for an indefinite period. You can then cancel it at any time with one month's notice; we refund pro rata the amount paid in advance for the period after the contract ends.

6.4 The booked seats remain usable until the end of the billing period; there is no pro-rata refund for the remainder of the period unless the law requires it. Afterwards your organization continues with the free seats. Content is retained. If the organization has more members with full access than free seats, section 4.5 applies.

6.5 The right of both parties to terminate for cause remains unaffected. For us, cause exists in particular if you are more than 30 days in default with a payment despite a reminder, or if you seriously or repeatedly breach section 7.

6.6 An owner requests the deletion of your organization in the application under Organization › 'Data & deletion' and confirms the request with a code we send by e-mail. From the request onward the organization is locked, and booked seats are canceled with effect from the end of the current billing period. An owner can withdraw the request within 30 days; the cancellation then lapses as long as the billing period is still running. Before the request, organization admins can create a full data export; an export already created remains available for download during this period. After the 30 days we delete the organization and its content, unless statutory retention obligations prevent this. This period is also the retrieval period under section 15.5.

6.7 You can delete your personal account at any time in your settings under 'Account & data'. If you are the sole owner of an organization with other members, you must first transfer ownership or delete the organization. If you are the only member, your organization is deleted together with your account without any further period; export beforehand whatever you want to keep.

7) Obligations of the customer

7.1 You provide correct and complete information at registration and booking and keep it up to date, in particular company details, billing address and VAT identification number.

7.2 Sign-in to CIRO NOISE works through your e-mail address or your Google account. You protect these accounts in line with the state of the art, do not share one-time codes or sign-in links and keep API keys secret. You report any suspected unauthorized access to us without delay.

7.3 You invite only persons who are to work for your organization and maintain roles and permissions yourself. You are responsible for your members' use.

7.4 You only upload content whose use does not violate applicable law, official orders, third-party rights or agreements with third parties. Before uploading files, you check them for malware with state-of-the-art means. When you enter personal data, you ensure that processing is lawful under data protection law (section 12). This applies in particular to data of your customers in Support and the CRM, data of suppliers, data of your employees in time tracking and third-party credentials in the password vault.

7.5 You will not reverse engineer the Software or circumvent usage limits or security measures. You perform automated bulk access only through the interfaces provided for that purpose. You will neither resell nor sublicense the Software. You operate it as a service for third parties only by agreement with us.

7.6 If you offer your customers public pages – such as the support form, the status page of a request, appointment booking or the invoice portal – you provide the information required toward your customers (in particular privacy information and provider identification).

7.7 You regularly export the data you rely on outside CIRO NOISE.

7.8 If you breach these obligations, we may, weighing the interests of both parties and observing proportionality, warn you, block or delete the affected content, temporarily suspend access or terminate the contract. We inform you of the measure unless averting an acute danger or a legal obligation prevents this.

8) Rights of use and content

8.1 For the term of the contract we grant you the non-exclusive, non-transferable and non-sublicensable right to use the Software for your own internal business purposes through your members. All further rights, in particular in the Software, its components, our trademarks and the name CIRO, remain with us.

8.2 The content you and your members enter into or create in CIRO NOISE remains your property. You grant us a non-exclusive right to it, limited to the term of the contract: we may store, reproduce, index and process this content and pass it to our sub-processors insofar as this is necessary to provide our services. This includes backups, search and processing by AI features that you or your organization trigger. We do not use your content for other purposes, in particular not for advertising or for training AI models.

8.3 You warrant that you are entitled to grant these rights. If third parties raise claims against us because of your content or your use, you indemnify us against them. The indemnity covers the necessary costs of legal defense at statutory rates. It does not apply if you are not responsible for the infringement. You support us in defending such claims with all necessary information.

8.4 Results that AI features generate for you (texts, summaries, images, recognized data) belong to you insofar as legally possible; we assert no rights in them. When using them you respect third-party rights and the usage policies of the model providers.

8.5 We may use suggestions and improvement proposals you send us without remuneration.

8.6 Public pages your organization offers its customers carry your organization's name and logo. You grant us the right to display them there.

9) AI features

9.1 CIRO NOISE uses large language and image models (AI) for certain features, such as prioritizing support requests, recognizing receipts and documents, the AI assistant 'Kollegin', meeting summaries and, optionally, image generation. The models run through Google Cloud Vertex AI in data center regions of the European Union. The content a feature requires is transmitted to the model provider for this purpose; the models are not trained on your content.

9.2 AI results may be incomplete, outdated or wrong. You review them before using them or acting on them. AI results are not legal, tax or other professional advice. In particular, recognized receipt data and summaries do not replace checking by you or your adviser.

9.3 AI usage is limited per organization (section 3.2). You can see your usage in the application. Once the limit is reached, AI features pause until the next period begins.

9.4 We may change models and model providers as long as processing within the European Union and the level of service are maintained.

9.5 You do not use AI features for unlawful purposes, to circumvent security mechanisms or to generate content that infringes third-party rights. The model providers' usage policies apply in addition.

9.6 Whether and how you use AI results toward your customers – such as the automatic prioritization of support requests – is your decision and your responsibility.

10) API, MCP and integrations

10.1 Your organization can issue API keys. A key is bound to a person and to one or more organizations and has at most that person's permissions. You are responsible for every use of a key. We limit the number of requests (rate limiting) and may block keys in case of abuse or security risks; we will inform you if we do.

10.2 You or your members can connect external AI assistants to CIRO NOISE through the Model Context Protocol (MCP). In doing so, content of your organization flows to the assistant's provider and is processed there under that provider's terms. The decision to connect is yours; we are not liable for the actions or results of external assistants. When connecting, the person selects the organization and sees the permissions granted; the connection can be revoked at any time.

10.3 You set up integrations with third-party services (such as Google Workspace, Microsoft 365, Instagram, Contentful, Freepik and Magnific, and Twilio for the SMS channel) at your own responsibility. You bring the accounts and contracts with the respective provider required for this and comply with its terms. We provide technical access. If a third-party provider changes or discontinues its interface, related features may be limited; this is not a defect of our service insofar as it is beyond our control. We endeavor to adapt promptly.

10.4 We generally announce incompatible changes to our own API at least three months in advance, unless security reasons require a shorter period.

11) Availability, maintenance and support

11.1 We provide the Software with an availability of 99.5% on a monthly average, measured at the handover point of our hosting provider. Announced maintenance, disruptions beyond our control (such as outages of the internet, of third-party services or force majeure) and disruptions caused by you or your members do not count as downtime.

11.2 We carry out maintenance during low-usage hours where possible and, if it leads to an interruption, generally announce it at least 48 hours in advance in the application or by e-mail.

11.3 We provide support through the form at https://www.ciro-noise.de/hilfe, by e-mail to hello@ciro.gmbh and by phone at +49 89 24 88 31 22 on working days. We commit to fixed response times only if we have agreed them separately. We do not provide support for third-party services.

11.4 You report disruptions and defects to us without delay and as precisely as possible.

12) Data protection and processing on behalf

12.1 For the content you and your members process in CIRO NOISE, you are the controller within the meaning of the GDPR; we process it as your processor on your instructions. The parties conclude a data processing agreement (DPA) under Art. 28 GDPR for this purpose, which organization admins can request from us. In matters of data protection, the DPA takes precedence over these Terms.

12.2 You ensure that a legal basis exists for all personal data you enter into CIRO NOISE and that the data subjects receive the information required by law. This applies in particular to data of your members and employees, your customers in Support and the CRM, your suppliers and third-party credentials in the password vault.

12.3 The sub-processors we use are named in the privacy policy at https://www.ciro-noise.de/datenschutz. We inform you of changes in accordance with the DPA.

12.4 We process your members' account data (registration, sign-in, sessions) as well as billing and security data as controller; details are set out in the privacy policy.

12.5 We process data within the European Union. Transfers to third countries take place only with the safeguards of Chapter V of the GDPR.

12.6 We treat your content confidentially. Our staff access it only insofar as necessary to provide the service, for support you request, for the security of the platform or due to a legal obligation.

12.7 We notify you of security incidents affecting your content without delay in accordance with the DPA.

13) Liability and defects

13.1 We are liable without limitation for intent and gross negligence, for culpable injury to life, body or health, under a guarantee we have given, and under mandatory statutory provisions such as the German Product Liability Act.

13.2 In the case of a slightly negligent breach of a material contractual obligation, our liability is limited to the foreseeable damage typical of the contract. Material contractual obligations are obligations whose fulfillment enables the proper performance of the contract in the first place and on whose observance you may regularly rely.

13.3 For loss of data we are liable, within the limits of section 13.2, only for the effort that would have been necessary to restore the data had you exported it regularly in accordance with section 7.7.

13.4 In all other respects our liability is excluded. The liability rules also apply to our legal representatives and vicarious agents.

13.5 We are not liable for third-party services you connect to CIRO NOISE, for the accuracy of AI results if you use them without review, or for disruptions caused by force majeure.

13.6 If you act as an entrepreneur, the following additionally applies to defects: you notify us of defects without delay. Warranty for merely insignificant impairments of suitability is excluded. Our strict liability under Section 536a(1) BGB for defects existing at the time of contract conclusion is excluded. Termination for failure to grant contractual use is permissible only after we have had sufficient opportunity to remedy the defect and have failed. If you act as a consumer, the statutory provisions on liability for defects apply.

13.7 If your organization uses CIRO NOISE free of charge because it has not booked any seats, we are liable only in accordance with section 13.1.

14) Changes to the Terms and to the services

14.1 We may change our services or offer different services insofar as this is reasonable for you. This is reasonable in particular where we are obliged to do so by a change in the law or by a court or authority decision, where the change closes security gaps, where it is solely beneficial to you, or where it is purely technical or procedural without material impact on you. Purely graphical changes and the arrangement of features are not changes to the services.

14.2 We may amend these Terms insofar as this is necessary for a valid reason – such as changes in the law or case law, new features that require regulation, or changed technical or economic conditions – and the amendment does not unreasonably disadvantage you.

14.3 We announce amendments by e-mail to all organization admins at least six weeks before they take effect. If you act as an entrepreneur, your consent is deemed given if you do not object to the amendment in text form before it takes effect; we point out this consequence in the announcement. If you object, the contract continues under the previous terms until the next possible termination date; both parties may terminate it at that time. If you act as a consumer, amendments not covered by section 14.4 require your express consent.

14.4 We may amend these Terms without consent in four cases: where we are obliged to do so by a change in the law or by a court or authority decision; where we introduce new services that require a description without adversely changing the existing usage relationship; where the amendment is solely beneficial to you; or where it is purely technical or procedural and has no material impact on you.

14.5 Your right of cancellation is not affected by amendments.

15) Switching providers and data export

15.1 You can export your data at any time during the term of the contract – through the export functions of the application and through the API – in common, machine-readable formats. We support you on request.

15.2 Exportable data is all data you or your members have entered, uploaded or created in CIRO NOISE, including the associated metadata. Not exportable are our Software, its templates and components protected by intellectual property rights or constituting trade secrets, and data that serves only the internal operation of the platform. We provide an overview of the exportable data categories and their formats in text form on request.

15.3 If you wish to switch to another provider or to your own ICT infrastructure, you notify us in text form (switching notice) and state whether you want to transfer all or only certain data, or merely have your data deleted. We confirm receipt within three working days through the same channel.

15.4 The transitional period is 30 calendar days from receipt of the switching notice. During the transitional period your features remain available. We provide the information required for the switch and support you reasonably. In doing so, we maintain continuity of service and a high level of security, in particular during data transfer. If we cannot meet the transitional period for technical reasons, we inform you within 14 working days of receipt of the switching notice, stating the reasons, and name an alternative period of no more than seven months. You may extend the transitional period once by up to three months by notifying us in text form before it expires.

15.5 After the transitional period ends – or, without a switching notice, after the contract ends – we keep your exportable data available for retrieval for a retrieval period of 30 calendar days. On request we agree a longer period. After the retrieval period we delete the data and confirm the deletion to you. Excepted is data we must retain under mandatory law; we inform you of this, stating the reason and duration.

15.6 We charge no fee for the switching process, the export or the retrieval period. No payment obligation arises for periods after the end of the paid billing period during which we merely keep data available for retrieval.

15.7 Importing into your own systems or those of the new provider is your responsibility. You and third parties you engage respect the rights in the materials we provide during the switching process and use them only insofar as necessary for the switch.

15.8 The contract ends on successful completion of the switch, which you confirm to us, or – if you only want deletion – on expiry of the retrieval period. If we have good reason to assume the switch is complete, we ask you to confirm it. If you then do not confirm completion within 30 working days, the contract continues under the existing terms. If the switch fails, we cooperate in good faith to remove the obstacles. The ordinary right of cancellation of both parties remains unaffected.

15.9 We inform you in advance of known risks to the continuity of our services and of changes to data formats.

16) Final provisions

16.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you act as a consumer, this choice of law applies only insofar as it does not deprive you of the protection of mandatory provisions of the law of the state in which you have your habitual residence.

16.2 If you act as a merchant, a legal entity under public law or a special fund under public law, or if you have no general place of jurisdiction in Germany, Munich is the exclusive place of jurisdiction for all disputes arising from or in connection with this contract. We may also sue you at your general place of jurisdiction.

16.3 We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

16.4 Should any provision of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.

16.5 Declarations concerning the contract require text form; e-mail is sufficient unless these Terms provide otherwise.

16.6 In case of discrepancies between the German and the English version of these Terms, the German version prevails.