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B2B SaaS Terms and Conditions for LotStage AI

Dated 17 August 2026

Provider

Andreas Giese, trading as “LotStage AI”
Schlesische Str. 4a
82538 Geretsried
Germany
Email: info@lotstage.de
– hereinafter referred to as the “Provider” –

The “Customer” is the company identified in the electronic order summary that enters into the paid LotStage AI subscription.

Contract Documents and Order of Precedence

The following documents form part of the contract in the order of precedence stated below:

  1. the electronic order summary and any individual agreements expressly made in text form;
  2. these Terms and Conditions;
  3. the service description of the selected plan identified in the order summary and provided when the contract is concluded; and
  4. the separate data processing agreement to be concluded pursuant to Article 28 GDPR, including its annexes.

These Terms and Conditions, which have been drafted for use in multiple contracts, constitute general terms and conditions within the meaning of sections 305 et seq. of the German Civil Code (BGB). They are displayed to the Customer generally and without customer-specific placeholders. Individual customer, plan, price and version information appears exclusively in the electronic order summary and the subsequent contract confirmation.

Terms and Conditions

§ 1 Subject Matter and B2B Restriction

  1. The Provider supplies the Customer with the web-based “LotStage AI” software as a service for digitising and pre-qualifying consignment enquiries for auction houses.
  2. The service is offered exclusively to entrepreneurs within the meaning of section 14 BGB, legal persons governed by public law and special funds under public law. Consumers may not enter into a contract.
  3. The specific scope of functionality is determined by the selected plan and the service description displayed when the contract is concluded.

§ 2 Conclusion of the Contract

  1. Using their personal booking link, the Customer selects a plan and billing period, accepts these Terms and Conditions and the data processing agreement, and submits a binding order using a button clearly indicating that the order entails an obligation to pay. The Customer is then redirected to Stripe for payment processing.
  2. The contract is concluded once Stripe confirms successful payment and the Provider electronically confirms acceptance of the contract or activates paid access. An interrupted or definitively failed payment process does not result in a paid subscription.
  3. Before the order is submitted, the Provider expressly draws attention to these Terms and Conditions and the data processing agreement. The Customer is given the opportunity to access, download and save both documents and the applicable service description before the contract is concluded. Consent is given by means of a separate confirmation that is not preselected.
  4. Product presentations and price overviews outside the personal online order summary do not constitute a binding offer.
  5. The Provider records the accepted contract version, the time of acceptance and its technical assignment to the Customer. The Provider confirms conclusion of the contract electronically and supplies the Customer with the contractual documents applicable at that time on a durable medium.

§ 3 Services Provided by the Provider

  1. Depending on the selected plan, LotStage AI enables in particular:
    • digital recording of consignment enquiries, including images and documents;
    • tenant-specific forms, branding and rule configurations;
    • management and processing of consignment enquiries;
    • rule-based pre-qualification;
    • AI-assisted suggestions for completing and structuring object information; and
    • employee accounts, statistics and, depending on the plan, access to additional functions such as the enquiry pool.
  2. The agreed functions, interfaces, quotas and technical requirements are set out exhaustively in the service description identified in the order summary. It is assigned a version number and archived so that the version applicable when the contract was concluded can subsequently be established. A later change to linked online documentation does not automatically amend an existing contract.
  3. User documentation is updated to reflect material changes to the software. Changes relevant to the contract are additionally governed by § 15.
  4. The Provider owes the provision of the agreed functions but does not owe any particular commercial, tax, legal, art-historical or financial outcome.
  5. The Provider may engage qualified subcontractors to perform the services. Data protection requirements, in particular Articles 28 and 44 et seq. GDPR, remain unaffected.
  6. Unless expressly provided otherwise in the applicable service description, the Customer is not entitled to the use of a particular AI model, model version or AI service provider. The Provider may replace these in accordance with § 15. Data protection requirements and the Customer’s rights under the data processing agreement, particularly in the event of changes to subprocessors, remain unaffected.

§ 4 AI Functions and Professional Decisions

  1. AI-generated content is an automatically generated working aid. It may be incomplete, misleading or factually incorrect and may in particular contain invented or inaccurate facts, attributions, sources, comparable values or other information.
  2. In particular, LotStage AI does not provide any binding authentication, attribution, condition assessment, provenance check, valuation, sales-price assessment or legal advice.
  3. AI-generated assessments are processed as separate suggestions. They do not automatically become binding object information and are not automatically incorporated into the rules as a basis for decisions.
  4. Automated rejections are made exclusively on the basis of acceptance and rejection rules configured or approved by the Customer. AI-generated assessments do not constitute an independent acceptance or rejection decision by the Provider unless a different function has been expressly agreed.
  5. The Customer must have qualified employees review AI suggestions and rule-based results before using them for business purposes. Responsibility for the content, legality, transparency and ongoing review of the rules, and for decisions concerning the acceptance, rejection, valuation, cataloguing or disposal of an object, remains with the Customer.
  6. Whether a particular use constitutes a solely automated decision producing legal or similarly significant effects within the meaning of Article 22 GDPR must be assessed in light of the relevant process and its effects. This contract does not make a general legal classification in this regard. Each party complies with the obligations applicable to its respective role; the Provider assists the Customer to the agreed extent in accordance with the data processing agreement.

§ 5 Plans, Users and Quotas

  1. The available functions, employee accounts and usage quotas depend on the plan selected by the Customer and the service description applicable when the contract is concluded. The quotas applicable to the selected plan are displayed before the contract is concluded.
  2. Where an annual quota is agreed, the annual quota period displayed in LotStage AI applies. Unused quotas do not carry over into a subsequent period unless expressly agreed otherwise.
  3. Once a quota has been reached, the Provider may restrict the affected function until the next quota period begins. Additional charges arise only following an express agreement or a plan change confirmed by the Customer.
  4. Plan changes are governed by the rules displayed in the customer area or by Stripe. An upgrade takes effect only after payment has been confirmed. A downgrade generally takes effect at the end of the billing period already paid for.

§ 6 Enquiry Pool

  1. The enquiry pool is available only to Customers whose plan includes this function. It enables rejected consignment enquiries to be shared in a controlled manner with other participating auction houses.
  2. An enquiry may be added to the enquiry pool only if it has been rejected and the consignor has separately consented to this disclosure in advance. Depending on the Customer’s configuration, it is added either by an authorised employee or automatically following a rule-based rejection.
  3. While an enquiry remains available and has not yet been taken over, authorised employees of participating auction houses may view only a snapshot of the object information, protected images and the stored AI analysis. Consignor data, documents, internal storage references and other live data belonging to the original tenant are not disclosed at this stage.
  4. When an enquiry is taken over, the pool entry is atomically locked against further takeovers. A new and independent consignment enquiry is created in the tenant of the receiving auction house from the approved snapshot. Only then are the consignor data and documents covered by the consent transferred to the receiving auction house. This does not grant access to the original tenant’s live records.
  5. “Takeover” means only the technical transfer into the receiving auction house’s review process. It does not create an obligation to accept, nor does it establish a consignment, brokerage, purchase or auction contract. The Provider does not warrant that an enquiry will be offered, taken over, subsequently accepted or commercially exploited.
  6. The original enquiry remains in the original Customer’s tenant until it is deleted in accordance with contractual and data protection requirements. The takeover does not automatically alter its processing status there.
  7. The Customer fulfils its data protection information obligations towards consignors and ensures that a necessary legal basis exists for any placement and disclosure initiated by the Customer. The specific allocation of roles, consent, possible consequences of withdrawal and processing following takeover must additionally be addressed in the data protection concept and the data processing agreement.

§ 7 Trial Period

  1. A trial period is granted only where expressly shown in the order summary or during tenant setup. Unless stated otherwise, it lasts seven calendar days.
  2. Functions or quotas may be restricted during the trial period. A right to the continued storage of trial data after the end of the trial period exists only in accordance with the data processing agreement and the agreed deletion periods.
  3. The trial period does not automatically convert into a paid subscription. A paid contract requires an express booking or other agreement.

§ 8 Access, Employee Accounts and Security

  1. The Customer designates authorised employees and keeps their details up to date. Access credentials are personal and may not be shared by several people.
  2. The Customer protects login credentials, one-time links and licence keys from access by third parties and informs the Provider without undue delay of any suspected misuse.
  3. Actions performed through a properly authenticated Customer account are attributed to the Customer to the extent that the Customer is responsible for the misuse.
  4. The Customer ensures that only authorised persons change administrative settings, rules, email templates and approvals.

§ 9 Customer Obligations and Permitted Use

  1. The Customer may use LotStage AI only for lawful internal business purposes and within the agreed scope.
  2. In particular, the Customer is responsible for:
    • the lawfulness of collecting and transmitting consignor, employee, object, image and document data;
    • compliance with data protection information obligations towards consignors and the existence of a necessary legal basis for processing initiated by the Customer;
    • the accuracy of its company, contact and business-letter information;
    • compliance with commercial, tax, copyright, personality-rights, data protection and cultural-property requirements applicable to its business; and
    • appropriate professional review of content processed using LotStage AI.
  3. In particular, transmitting unlawful content or malware, attempting unauthorised access, circumventing technical restrictions and reverse engineering are prohibited unless expressly permitted by mandatory law.
  4. The Customer assists the Provider with error analysis to a reasonable extent and supplies the necessary information, provided it is not excessively sensitive.

§ 10 Rights in Customer Data and Software

  1. Rights in data and content supplied by the Customer or its consignors remain with the relevant rights holder.
  2. For the term of the contract, the Customer grants the Provider the non-exclusive rights required to store, technically process, display and back up the content and to have it processed by service providers in accordance with the contract.
  3. The Customer warrants that it holds the necessary rights and legal bases for this purpose.
  4. All rights in LotStage AI, its software, documentation, design and content supplied by the Provider remain with the Provider or its licensors. For the term of the contract, the Customer receives a non-exclusive, non-transferable and non-sublicensable right of use within the agreed scope.

§ 11 Availability, Maintenance and Support

  1. LotStage AI is intended for continuous online operation. The Provider supplies the service with the degree of care customary for comparable SaaS services. A particular minimum percentage availability, response time or recovery time is owed only if agreed in a service level agreement identified in the order summary.
  2. An agreed SLA must specify at least the covered service, handover point, reference and measurement period, measurement method, maintenance windows and other excluded periods, service hours, error classes, response times and, where applicable, recovery objectives, credits and other legal consequences.
  3. Where an SLA measures SaaS application availability, the Provider’s area of responsibility and measurement ends at the public network transition point of the hosting infrastructure used by the Provider. The Customer’s internet connection, end devices, browsers, networks and other systems fall outside this measurement scope. Failures of vicarious agents are excluded only to the extent validly and transparently provided for in the SLA; section 278 BGB remains unaffected.
  4. Temporary restrictions may arise in particular from necessary maintenance, security measures, disruptions affecting internet, hosting, email, payment or AI service providers, and events outside the Provider’s control.
  5. Planned maintenance with material effects will be announced in advance where possible. Urgent security measures may be carried out without prior notice.
  6. Support requests and incident reports may be sent to info@lotstage.de. Time limits begin only upon receipt through the agreed reporting channel and within the agreed service hours. Without a separate SLA, requests are handled within a reasonable period according to urgency.
  7. Repeated material failure to meet binding service levels may, following expiry of a reasonable remedial period without success, constitute good cause for termination under section 314 BGB. Agreed service credits are offset against further claims arising from the same event to the extent permitted by law and transparently provided for in the SLA.

§ 12 Remuneration, Billing and Payment

  1. All prices are net prices plus the applicable statutory value-added tax.
  2. The remuneration and billing period are shown in the electronic order summary displayed immediately before the Customer submits the order entailing an obligation to pay.
  3. Recurring payments and payment data are processed by Stripe. The Customer authorises Stripe and the Provider to charge the agreed amounts to the selected payment method at the applicable billing interval.
  4. Remuneration is due at the beginning of each billing period. Invoices are supplied electronically.
  5. If a renewal payment fails, the Provider may suspend access after a single grace period of seven days, unless the period of use already paid for ends later. Statutory rights in the event of default remain unaffected.
  6. The Customer keeps its billing and payment information up to date. Chargeback or processing costs may be charged only in the amount actually incurred and permitted by law.

§ 13 Term and Ordinary Termination

  1. A monthly subscription initially runs for one month. It renews for a further month at a time unless terminated with effect from the end of the current billing period.
  2. An annual subscription initially runs for twelve months. It renews for a further twelve months at a time unless terminated with effect from the end of the current billing period.
  3. Notice of termination may be given using the function provided in the customer area or in text form to the Provider. It takes effect at the end of the billing period already paid for. Access remains available within the agreed scope until then.
  4. A scheduled termination may be withdrawn using the function provided until it takes effect.

§ 14 Extraordinary Termination and Suspension

  1. Each party’s right to terminate for good cause remains unaffected.
  2. Good cause for the Provider may exist in particular where the Customer:
    • remains in default of a material payment despite a reminder and a reasonable cure period;
    • uses LotStage AI unlawfully;
    • materially jeopardises the security or availability of the service; or
    • seriously or repeatedly breaches material contractual obligations.
  3. Where reasonable, the Customer is given an opportunity to remedy the breach before suspension or termination. The Provider may act immediately in the event of acute security risks, manifest unlawfulness or the risk of material damage.
  4. Any suspension must be limited to the extent and duration necessary.

§ 15 Changes to Services, Prices and Contract Terms

  1. The Provider may develop LotStage AI further and modify functions where this does not materially reduce the principal contractual benefit of the selected plan or where the change is necessary for security, legal or compatibility reasons.
  2. Material adverse changes are announced to the Customer in good time. If continued use is unreasonable for the Customer as a result, the Customer is granted an appropriate special right of termination.
  3. Price changes for future renewal periods are announced in text form at least six weeks before taking effect. The Customer may terminate before the changed period begins, with effect from the end of the current billing period. Periods already paid for remain unchanged.
  4. Changes to the principal service, remuneration or liability are not agreed solely through the Customer’s silence.

§ 16 Data Protection and Processing on Behalf of the Customer

  1. Where the Provider processes personal data on behalf of the Customer, the parties enter into a data processing agreement pursuant to Article 28 GDPR before such processing begins.
  2. The Customer is the controller for consignor, employee and object data processed in its tenant unless a different allocation of data protection roles applies in an individual case.
  3. The Provider processes its own customer, contract, security and billing data as a controller in accordance with its privacy policy.
  4. The data processing agreement governs details concerning the subject matter and duration of processing, data categories, data subjects, instructions, technical and organisational measures, subprocessors, international transfers, assistance, deletion and audits.
  5. In particular, the data processing agreement governs the approval of and information about subprocessors. Transfers to third countries take place only subject to Articles 44 et seq. GDPR, in particular on the basis of an applicable adequacy decision, including any required valid certification, or suitable safeguards such as the applicable EU Standard Contractual Clauses. Where necessary, transfer risks are assessed and supplementary safeguards documented.

§ 17 Confidentiality

  1. Both parties treat non-public business, technical and organisational information of the other party as confidential and use it only to perform the contract.
  2. This obligation does not apply to information demonstrably in the public domain, lawfully obtained from third parties, independently developed or disclosed due to a mandatory statutory, regulatory or official requirement.
  3. Statutory data protection and confidentiality obligations remain unaffected.
  4. The obligations under this § 17 continue for five years after the contract ends. For trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), they continue for as long as the relevant information meets the statutory requirements of a trade secret.

§ 18 Rights in the Event of Defects

  1. The Customer reports defects without undue delay and describes them as precisely as can reasonably be expected.
  2. The Provider remedies duly reported defects within a period appropriate to their severity and effects. Immaterial defects may be remedied as part of planned further development. The Provider may choose the form of subsequent performance, provided it is reasonable for the Customer.
  3. There is no defect to the extent that an impairment is caused exclusively by systems, software, end devices or configurations for which the Customer is responsible. Brief immaterial restrictions do not give rise to claims to the extent that they do not materially impair contractual use.
  4. To the extent tenancy law applies to the SaaS service, the Provider’s strict liability under section 536a(1), first alternative, BGB for defects already existing when the contract was concluded is excluded. Claims based on intent, gross negligence, fraudulently concealed defects or expressly assumed guarantees, and the rights under § 19, remain unaffected.
  5. Statutory rights in the event of permanently material defects otherwise remain unaffected.

§ 19 Liability

  1. The Provider has unlimited liability for intent and gross negligence, injury to life, limb or health, under the German Product Liability Act, for fraudulently concealed defects and within the scope of expressly assumed guarantees.
  2. In the event of a slightly negligent breach of a material contractual obligation whose fulfilment is essential to proper performance of the contract and on whose fulfilment the Customer may ordinarily rely, liability is limited to the damage typical for this type of contract and foreseeable when the contract was concluded.
  3. Otherwise, the Provider’s liability for slight negligence is excluded.
  4. The above provisions apply correspondingly to the Provider’s corporate bodies, employees, representatives and vicarious agents.
  5. Any contributory negligence by the Customer, particularly failure to professionally review AI suggestions or inadequate protection of login credentials, is taken into account in accordance with statutory provisions.

§ 20 Force Majeure

Neither party is liable for delay or non-performance to the extent caused by an event outside its reasonable control that was unforeseeable when the contract was concluded and could not have been avoided through reasonable measures. The affected party informs the other party without undue delay and minimises the effects where possible. Payment obligations for services already properly provided remain unaffected.

§ 21 End of Contract, Data Return and Deletion

  1. When the right of use ends, the Provider may suspend the Customer’s active access credentials.
  2. The Provider assists the Customer to the extent required by law when switching to another data processing service or to the Customer’s own infrastructure and avoids unreasonable technical, contractual or organisational obstacles to switching. Mandatory rights and obligations under Articles 23 et seq. of Regulation (EU) 2023/2854 (Data Act) remain unaffected.
  3. The Provider keeps Customer data processed on behalf of the Customer available for return for at least 30 calendar days after the contract ends. Within this period, the Customer may request direct return to itself or, where technically and legally possible, transfer to a service designated by it. Data is supplied in a structured, commonly used, machine-readable and, where technically possible, interoperable format. The format, scope of data, secure transfer route and process are specified in the data processing agreement or a switching agreement.
  4. No separate switching charges are levied for a standardised export. Custom additional services may be charged only by prior agreement and only to the extent permitted by mandatory law.
  5. Once the 30-day availability period has expired, processing data is deleted in accordance with the data processing agreement unless documented Customer instructions or statutory retention duties prevent deletion. Data in backups is removed during the regular deletion cycle specified in the data processing agreement.
  6. The Customer remains responsible for exporting required data in good time or requesting its return within the period.
  7. Contract, billing and evidence data subject to statutory retention duties may be stored in restricted form for the relevant retention period.

§ 22 References

The Provider may not publish the Customer’s name, logo or trade marks as a reference without prior consent. Consent may be withdrawn with effect for the future.

§ 23 Final Provisions

  1. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. If the Customer is a merchant, a legal person governed by public law or a special fund under public law, the courts at the Provider’s registered place of business have jurisdiction over all disputes arising out of or in connection with this contract. Mandatory statutory places of jurisdiction remain unaffected.
  3. Amendments and additions to this contract should be made in text form. Individual agreements and the precedence of individual agreements pursuant to section 305b BGB remain unaffected.
  4. If any provision is or becomes wholly or partly invalid, the remaining provisions remain effective. Statutory provisions apply in place of the invalid provision.
  5. In the event of discrepancies between the German version and a translated version, the German version shall prevail.