AI Service Agreement

(Version March 01, 2026)

AI Service Agreement  

AI Service Agreement In addition to the software separately licensed under a Software License Agreement (“Software”), think-cell Technologies GmbH (“AI Provider”) offers an AI-based service (“AI service”) to increase efficiency when working with visual presentations in Microsoft PowerPoint and Microsoft Excel. The AI service responds to the user’s requests. The AI service enables the use of different functionalities (“Skills”), which are provided by third parties. Through natural language processing, the AI service can recognize the intent of a user’s request submitted via a chat application. The Skills are set out in the SCHEDULE.

AI Provider and Client (collectively, “Parties” and each also, a “Party”) have agreed on the delivery to and use of the AI service either (i) by using an online order form made available to Client on a customer portal (“Portal”), submitted by Client and accepted, either expressly (e.g. by a quote) or through delivery of the AI service, or (ii) in any other way, e.g. by e-mail or written communication accepted by Client (in any and all cases, the “Order”). In addition to the provisions in the Order, the following terms (“AI Terms” or “AI Service Agreement” and collectively with the Order, the “AI Agreement”) shall apply:

1.           Scope & Structure

1.1        Client wants to use the AI service and its Skills as addition to the Software. The AI service together with its Skills provided by third parties shall constitute the “Services”.

1.2        The clauses of these AI Terms shall apply to the Services, unless otherwise stated in the Order. For clarification, these AI Terms constitute a service contract according to Section 611 German Civil Code for the provision of the Services.

1.3        In the event of a conflict between the Order, the AI Terms and the DPA the following hierarchy shall apply: 1. DPA, 2. Order, 3. AI Terms.

1.4        AI Provider shall be entitled to use subcontractors for the provision of the Services under this AI Service Agreement, including but not limited to affiliated companies within the meaning of Section 15 of the German Stock Cooperation Act (Aktiengesetz) (“Affiliates”).

2.           Services

2.1        Services: The AI service is a digital assistant powered by AI technology of third parties that helps Users with their daily tasks for increased productivity. The AI service has a variety of Skills to increase everyday work efficiency while using the Software. Client orders the AI service under the respective Order.

2.2        Use of Services: Client may use the Services in the form of a built-in AI assistant frontend within PowerPoint and Excel. AI Provider makes the AI frontend available to Client via the Portal by providing an access key (“AI Key”). The User’s Input is being processed by the respective AI third-party provider and the Output is integrated into the PowerPoint presentation or Excel document.

2.3        Automation: The Services are fully automated and do not include any form of manual input or result monitoring by the AI Provider. As such, the Services confine themselves to the execution of the respective task of the respective Skill, but do not produce a specific quality or quantity of results. The Skills cannot fully substitute professional human advice.

2.4        Third Party Services: The Services rely on software, data and/or services offered by companies that are not affiliated with the AI Provider (“Third Party Services”), which may require AI Provider to pass through their terms and conditions and/or require Client to accept their terms and conditions as a condition to the use of the Third Party Services. Some of those third parties reserve the right to amend their terms and conditions from time to time. Client agrees to these terms and conditions of the respective Third Party Service when using the respective Skill. The rules in the terms and conditions must be observed by Client and its Users and apply directly or accordingly when using the respective Third Party Services.

2.5        Third Party Rights: Any search results, translations or conversions through the Services may be protected by third party rights. By providing any result to inquiries and use of the Services, the AI Provider expressly does not state or guarantee, that any Output does not violate any internal or external compliance or rights of third parties. Accordingly AI Provider shall not indemnify Client for any Output that infringes the rights of third parties. Client acknowledges and agrees that Client´s right to use such content or Third Party Services may be subject to additional terms and conditions of the third party. If Client does not agree to these additional conditions, Client is not permitted to use the respective Third Party Services as set out in the SCHEDULE. Client may use the Third Parties Services delivered by the companies listed on the Third-Party Providers webpage.

2.6        Availability of Third Party Services: Third Party Services may be modified, changed, amended, updated or be supplemented over time and it might be possible that Third Party Services may be (temporarily) refused, interrupted, or limited at any time. AI Provider expressly does not guarantee and/or warrant any availability of the Services. It may be possible that these third parties (temporarily) suspended or permanently terminated the service to AI Provider and AI Provider is not able to provide Client the Services anymore.

2.7        Further Skills: AI Provider may develop further Skills that might be made available. The new Skills will be communicated on the web site. However, AI Provider is not obligated to develop such further Skills.

3.           Use of AI

3.1        Definitions

(a)         AI means Artificial Intelligence.

(b)         AI System is a machine-based system that is powered by an AI Model and is designed to operate in a manner that is autonomous to varying degrees, can be adaptable after it is put into operation, and derives from the inputs received for explicit or implicit goals how outputs such as predictions, content, recommendations or decisions that can influence physical or virtual environments are created. The Skills provided by third party AI Providers may qualify as such AI Systems.

(c)         AI Model is a mathematical structure, represented in particular by algorithms and weighted parameters, that has been trained on data using machine learning. It is designed to perform certain tasks, such as image recognition, speech processing, decision-making or predictive analysis. To use it, an infrastructure of hardware and software is required, along with a user interface and other components.

(d)         Bias is a deviation from the expected output of an AI Model, characterized by the over- or underrepresentation of certain results compared to the reference model of reality in an evaluative context.

(e)         Prompt is an instruction that causes the AI service to fulfil a specific task or generate a specific response. The prompt is passed to the third party AI System via the input field provided by the AI services implemented into the Software.

(f)          Output is the result of the processing of the prompt by the AI System shown in the AI services in the Software.

3.2        Client content: Client is fully responsible for the content that Client or its Users send or otherwise make available to the AI Provider, including, but not limited to, all and any files, texts or other information and data that Client provides and/or otherwise supplies to the AI Provider by using the Skills.

3.3        Not permitted Use: Client and its Users shall use the Services for internal purposes only. Any usage of the Services that deviates from the clauses of these AI Terms is prohibited. In particular, the following is not permitted:

(a)         The Services must not be used for any other purposes than those associated with the Skills as described in the SCHEDULE.

(b)         The Services must not be used for personalised advisory services, particularly those of a legal, tax or medical nature, for which an authorization or a license is required.

(c)         The Services must not be used for any unlawful purpose or for the publication of, linking to, issue or display of any unlawful material (such terms to include, but not be limited to, any pirated software or any material which is obscene, threatening, malicious, deceptive, harmful, abusive, defamatory, intimidating, discriminatory on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability) or which breaches the rights (including, but not limited to intellectual property rights) of AI Provider and/or any third party or which encourages or procures any criminal activity or contains any virus, trojan horses or other harmful code or scrip.

(d)         The Prompt may not be drafted in such a way that the Services generate legally prohibited or malicious Output.

(e)         The structure and functioning of the Services may not be analysed to identify vulnerabilities, to use patterns or combinations of words for the Prompt to trick the Services into revealing confidential information or generating false responses.

Client is liable for any damage caused by unauthorised use of the Services. Client ensures that its Users observe the conditions for using the Services.

3.4        Output notice: AI Provider may indicate that Output was generated by a third party AI System. Client may not change or remove this notice.

3.5        AI literacy: Client shall take appropriate measures to ensure that the Users have a sufficient level of AI competence.

3.6        AI-related risks: The Parties acknowledge that the third-party AI Systems used for the Skills were trained using large amounts of data. AI Provider is not responsible for the data used, the manner and type of training, or the configuration of the AI Model on which the third-party AI Provider’s AI Systems for the Skills are based. Due to the nature of the Services, Bias in the Output cannot be ruled out. Client is aware that an AI System may respond inadequately to a query („hallucinate“), for example if incorrect probabilities or weightings were used in the AI Model.

3.7        Intellectual Property

(a)         All intellectual property rights to the Services, any software components and algorithms, are either the intellectual property of the AI Provider or have been licensed to AI Provider by third parties. All rights are reserved by AI Provider or, if provided by a third party, they are reserved by the third party. Even if content or Services are not expressly marked as being legally protected or registered, this does not mean that AI Provider or third parties waive any applicable intellectual property rights, neither wholly nor partially.

(b)         Client is not permitted to reproduce, copy, post, republish, transmit, record, transfer or process any content, materials or portions thereof without express written permission of AI Provider in advance, nor is Client permitted to do or attempt anything that violates AI Provider’s intellectual property rights or any intellectual property rights licensed to AI Provider or owned by third parties. This also applies to the ideas and concepts on which the Services are based, even if they are not protected by intellectual property rights.

4.           Right to use and fees

4.1        The fees for the Services are set out in the Order.

4.2        Client shall be entitled to grant its users the right to use the Services. The total number of individual users that have been granted access to the Services at any time during the Term (“Users”) may not exceed the number of Users designated in the Order by more than 5% (“AI Scope”). Client may place an additional order to extend the AI Scope for further Users on the Portal or by any other means, subject to confirmation by AI Provider or a separate agreement with AI Provider (“Additional Order”). If Client exceeds the AI Scope and to the extent no Additional Order is timely placed („Overusage“), an Overusage Fee shall apply. In case a User is permanently or for an indefinite or considerable period of time of not less than three (3) months replaced by another User (e.g. in case of termination, transfer, parental leave, sickness) without any period of overlap regarding the access to the Services, they shall only count as one User.

4.3        Any oversubscription of the AI Scope is determined by AI Provider by the use of Globally Unique Identifiers (“GUIDs”). In the event of Overusage, AI Provider shall notify Client. Client is obliged to cooperate in clarifying the circumstances surrounding the alleged Overusage and to respond immediately to any questions of AI Provider in this regard.

4.4        If Client’s use of the Services is not compliant with the agreed AI Scope, AI Provider shall be entitled to demand an appropriate additional fee (“Overusage Fee”). For calculating the Overusage Fee AI Provider may estimate, using reasonable discretion and good faith, the number of Users exceeding the AI Scope for the purpose of charging the additional fees. The estimate shall take into account the count of GUID as compared to the AI Scope, the interests of the Parties and the circumstances of the individual case. Client may, within two (2) weeks of being notified of the estimate, provide sufficient proof that the actual number of Users is significantly lower than estimated and/or within the AI Scope. If Client surpasses the AI Scope (and no Additional Order is placed), Client will receive an invoice with respect to compensation for the Overusage.

4.5        Unless otherwise specified in the Order, if the beginning of the Term does not correspond to the beginning of a calendar month (in which case the entire month is counted when calculating the fee), (i) only half of the first calendar month is counted when calculating the fee if the Term begins during any of the first 15 days of the respective calendar month, and (ii) the first calendar month of the Term is disregarded entirely when calculating the fee if the Term begins on a day after the first 15 days of the respective calendar month. This shall apply accordingly to the increased fee in case of an Additional Order and/or to Overusage Fees.

4.6        Notwithstanding the provisions on Overusage, Client may not use the Services excessively. The use of the AI Service is considered excessive if Client’s usage volume exceeds threefold the normal business use. AI Provider will determine the average monthly usage on an annual basis (“Normal Business Use”). AI Provider will inform Client about the Normal Business Use upon request. If Client exceeds the Normal Business Use the AI Provider shall be entitled to stop the Service for the respective month.

4.7        Invoices are payable within thirty (30) days after receipt. The fee plus VAT (if applicable) is payable in advance for the entire Term in accordance with the payment terms stated in the invoice sent to Client.

4.8        If the payment of the fee is delayed for more than two (2) weeks AI Provider may suspend Client’s right to use the Services and may, after unsuccessfully having determined a grace period for the payment, terminate this AI Service Agreement with immediate effect (see Section 5.2(b)).

4.9        Any further duties, taxes, levies or fees for Client’s use of the Services shall be paid by Client and are not included in the fee.

4.10     If the Client or any of its Users makes suggestions (“Feedback”) for an improvement of the Services, AI Provider shall be entitled, but not obliged, to implement these. Unless otherwise agreed upon, AI Provider shall be entitled to use the Feedback and distribute the results to other customers. Client grants to AI Provider a worldwide, irrevocable, non-exclusive, sublicensable, perpetual, royalty-free, transferable right to use the Feedback for any purpose and throughout any medium now known or unknown, including for the development and distribution of software. The right to use includes, without limitation, the rights to reproduce, distribute, perform and display publicly, to create derivatives thereof, and to edit the Feedback. To the extent Feedback is provided not by Client itself but by its Users, Client shall procure the right to use set out in this clause for the benefit of AI Provider at no costs to AI Provider.

5.           Term and Termination

5.1        The AI Agreement commences upon the delivery of the Key to Client and remains in effect until the earlier of the expiration of the Key as set forth in the Order or termination as set forth hereunder (“Term”).

5.2        The right to ordinary termination is excluded. Termination for good cause remains unaffected. In particular, AI Provider shall be entitled to terminate this AI Service Agreement at any time without prior notice in the event that

(a)         Client infringes the restrictions of the right to use set forth in Section 4;

(b)         Client fails to settle an invoice after the expiration of the applicable grace period for payment.

AI Provider’s right to claim for the Client exceeding the AI Scope set forth in Section 4.2 remains unaffected. In the event of termination for any of the above reasons, the Client shall have no claim for compensation against AI Provider arising from the termination of this AI Service Agreement. Furthermore, the Client shall not be entitled to any refund of the fees.

5.3        Upon termination, Client and its Users shall no longer be entitled to use the Services and Client shall destroy, and shall procure that its Users destroy, all Keys.

5.4        The continued use of the Services after the termination shall not establish any right of Client to use the Services unless the continuous use is approved in writing. 

5.5        Notices of termination require written form. Section 15.6 applies.

6.           Warranty

Client has no right to the rectification of defects due to the legal nature of this AI Service Agreement.

7.           Liability

7.1        AI Providers’ liability for damages and reimbursement of expenses is excluded unless otherwise provided for in the following provisions.

(a)         AI Provider is liable for damages in cases of intentional breaches of duty or gross negligence by AI Provider or one of its legal representatives or vicarious agents.

(b)         In the event of slight negligence, AI Provider shall only be liable for a breach of an essential contractual obligation (“wesentliche Vertragspflicht”). Essential contractual obligations are those whose fulfilment is essential for the proper execution of the AI Agreement and upon which the Client may reasonably rely on. In the event of such a negligent breach, AI Providers liability shall be limited to the damage that is foreseeable and typical for this type of agreement, however, AI Providers liability shall be limited to a maximum of five times the annual contractual fee or EUR 50,000.00 per case of damage, whichever is lower. AI Providers maximum aggregated liability under this AI Agreement shall not exceed EUR 100,000.00.

(c)         AI Provider is liable for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by AI Providers or their legal representatives or vicarious agents.

(d)         To the extent the liability of AI Provider is excluded or limited, this shall also apply to the liability of their affiliated companies, subcontractors and the legal representatives, employees and vicarious agents.

(e)         If AI Provider has given a guarantee for the quality of the Services, the content of this guarantee shall not be affected by the above limitation of liability.

(f)          Liability under the German Product Liability Act remains unaffected.

7.2        AI Provider is not liable for damages of any kind which are caused by unauthorized use of the Services.

7.3        If claims for damages are raised against AI Provider by Users due to the consequences of an Output, Client shall indemnify AI Provider against liability insofar as this liability is based on the fact that Client has not used the Services as intended or has inadequately selected, instructed or monitored Users in the use of the Services.

8.           Statute of Limitation

All claims arising from and in connection with this AI Service Agreement against AI Provider and/or their Affiliates, legal representatives, employees and vicarious agents, in particular, without limitation, claims for defects, claims for damages or claims for reimbursement of expenses, shall become statute-barred after one (1) year, irrespective of whether they are contractual or statutory claims. Statutory provisions in respect of the commencement of the limitation periods, their suspension and restart shall not be affected. The limitation period shall not apply in cases of (i) intent, (ii) gross negligence, (iii) breach of an essential contractual obligation, (iv) personal injury, (v) liability under the German Product Liability Act, and (vi) fraudulent concealment of a defect.

9.           Audits

9.1        Upon request, Client shall allow AI Provider, its Affiliates or third parties authorized by the Provider – within a reasonable period – to verify the proper use of the Services and to check whether Client is using the Services qualitatively and quantitatively within AI Scope. To this end, Client shall provide AI Provider with information, grant access to relevant documents and records and enable AI Provider or an auditing company designated by AI Provider and acceptable to Client to check the hardware and software environment used.

9.2        If the review reveals that the number of Users agreed in the Order or Additional Order is not in accordance with the AI Scope (as defined in Section 4.2) or that the Services are being used in any other way that is not in accordance with these AI Terms, Client shall bear the costs of the audit.

10.        Data Protection

10.1     The Services shall be used without entering any personal data. Client and its Users are responsible to comply with applicable data protection law. The AI Provider does not process personal data on behalf of the Client. If Client nevertheless enters personal data , AI Provider has the role of a data processor and the separate agreement on data processing pursuant to Art. 28 GDPR ("Data Processing Agreement" or "DPA") applies between AI Provider and Client. The DPA is accessible under Data Processing Agreement for AI Service.

10.2     The AI Provider and its Affiliates may use anonymized (non-personal) data contributed by the Client or its Users to the Service for the purposes of product improvement, analysis and generating aggregated usage insights. Any data or insights created from such analyses shall be the exclusive property of the AI Provider at the time of their creation. For the avoidance of doubt, all intellectual property rights and any other rights in the data contributed by Client or its Users remains with the respective rights holder.

11.        Free Trial

11.1     AI Provider may, but is not obliged to, provide a free trial of the Services at its own discretion, e.g. for testing purposes (“Free Trial”).

11.2     In deviation of this AI Service Agreement, the following provisions shall apply for the use of the Free Trial:

(a)         Section 4.1 - 4.9 (Right to use and fees) shall not apply.

(b)         Section 5.1 and 5.2 shall not apply. The term for the Free Trial commences upon the delivery of the Key to Client and shall automatically terminate thirty (30) days after its commencement, without requiring notice of termination (“Free Trial Term”). Irrespective of the foregoing, the AI Povider has the right to revoke and the Client has the right to terminate the AI Agreement at any time before the end of the Free Trial Term.

(c)         Section 7 shall not apply. AI Provider shall be liable only for intent and gross negligence. Any further liability is excluded to the maximum extent permitted by law.

12.        Force Majeure

The consequences, direct or indirect, of strikes, lockouts or any other labor disputes, fires, accidents, floods, pandemics, epidemics, hostilities, act of God, terrorism, shortage of transportation equipment of raw materials or facilities, the failure, suspension, or curtailment of production or delivery due to shortages of supply of components or materials from unusual sources, or due to the acts, regulation, allocations or other requirements of any federal, state, local or any other government, and any and all like or different causes beyond the reasonable control of the Parties hereto shall excuse performance (other than payments of amounts due) by either Party to the extent by which performance is prevented thereby.

13.        Confidentiality

13.1     Each Party shall keep confidential all Confidential Information brought to its attention by the other Party, shall not use it for any purpose other than the performance of the AI Agreement and shall not disclose or make it available to any third party. "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in the course of the pre-contractual and contractual cooperation as well as information according to Section 2 No. 1 of the German Business Secrets Act (Geschäftsgeheimnisgesetz).

13.2     The Parties shall be entitled to disclose Confidential Information to employees and Affiliates to the extent that they are subject to confidentiality obligations substantially equivalent to the obligations governed by the AI Agreement. For AI Provider, this also applies to the disclosure to subcontractors.

13.3     Confidential Information excludes information of which the Receiving Party proves that

(a)         they are generally known or readily available to persons in the circles that usually handle this type of information,

(b)         it becomes generally known or readily available to persons in the circles that normally handle this type of information after disclosure by the Disclosing Party, without this being caused by an act or nonfeasance of the Receiving Party;

(c)         the Disclosing Party has waived its protection in writing;

(d)         it has lawfully obtained the information by means other than cooperation with the Disclosing Party without being subject to a duty of confidentiality;

(e)         it developed it independently of the Disclosing Party's Confidential Information.

13.4     In the event of a disclosure pursuant to an administrative or judicial order or a legal obligation the other Party shall be informed prior to disclosure to the extent and as soon as permissible. The Parties shall assist each other in preventing disclosure to the extent legally possible.

13.5     These confidentiality obligations shall apply for the Term and for a further three (3) years. Legal or contractual obligations to delete or return data earlier or to keep information confidential for a longer term remain unaffected. 

14.        Modifications

The AI Provider reserves the right to unilaterally change or modify these AI Terms if this does not adversely affect the essential contractual obligations and if the changes are reasonable for Client. AI Provider will give written notice to Client prior of any such changes (“Modification Notice”). The changes shall be deemed to have been accepted by Client if the Client does not object to them in writing or text form within four (4) weeks after having received the Modification Notice provided that AI Provider have informed the Client of the consequences of his behavior in the Modification Notice. In the event of an objection, AI Provider has the right to terminate these AI Terms with immediate effect. In case of termination the fee paid to AI Provider shall be reimbursed to Client on a pro-rata basis for the remaining Term.

15.        Miscellaneous

15.1     Client's contractual terms and conditions shall not become part of the AI Agreement, even if AI Provider does not expressly object to them.

15.2     Each Party represents and warrants that (i) it has the full right and authority to enter into, execute and perform its obligations under these AI Terms; and (ii) it will comply with all applicable laws, ordinances, and regulations, as they relate to its obligations under the AI Agreement.

15.3     The law of the Federal Republic of Germany shall apply.

15.4     Exclusive Place of jurisdiction shall be Berlin-Mitte.

15.5     The AI Agreement constitute the entire agreement between the Parties. No modification, waiver or discharge hereof shall be valid unless it is in writing and is executed by an authorized and empowered representative of the Party against whom such a change, waiver or discharge is sought to be enforced. This also applies to the modification of this written form requirement.

15.6     Electronic communication and documents with scanned signatures and electronic signatures, e.g. DocuSign and AdobeSign, shall be deemed to be “in writing” or “in written form” for the purpose of the AI Agreement unless explicitly set out otherwise herein.

15.7     Neither Party shall assign or transfer the AI Agreement or parts of it or any rights or obligations set out therein to third parties without the other Party’s prior written consent. Section 354 of the German Commercial Act (Handelsgesetzbuch) remains unaffected.

15.8     The Parties may only offset claims that have been legally established or are undisputed.

15.9     No delay or omission by either Party hereto to exercise any right or power upon any non-compliance or default by the other Party with respect to any of the terms of the AI Agreement shall impair any such right or power or be construed to be a waiver thereof.

15.10  Should any provision of the AI Agreement be or become invalid or unenforceable, the validity or enforceability of the other provisions of this AI Service Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be replace by a suitable and equitable provision, which, to the extent legally permissible, comes as close as possible to the economic intent and purpose of the invalid or unenforceable provision. By way of precaution, the Parties undertake to replace an invalid or unenforceable provision not so substituted, with retroactive effect, with a valid and enforceable provision that achieves the economic intent and purpose of the invalid or unenforceable provision as far as possible. The same applies accordingly in case of an unintended gap.

SCHEDULE – Skills

The AI service in the form of an AI assistant frontend is seamlessly integrated into Microsoft PowerPoint and Microsoft Excel. The Output of the AI service consists for example of textual and/or graphical elements, slide layouts and content, entire multi-slide presentations a well as snippets of code or Excel formula.

The AI service offers users advanced Skills to enhance the productivity within Microsoft PowerPoint and Microsoft Excel and provides data-driven insights by Morningstar and Statista (AI service and Skills together referred as “Services”). The following exemplary Skills can be used:

• PowerPoint Skills
  • Translation of slides and entire slide decks
  • Text transformation (e.g. shorten, elaborate, provide action titles or executive summaries)
  • Transform data from Morningstar and Statista into charts
• Excel Skills
  • Data transformation using Excel formulas
  • integration of charts built via Excel
  • recommendations of optimal chart types for user data
  • Insight generation based on data and GPT