1. Scope, Formation, Order of Precedence
1.1 These Terms of Service („Terms“) govern access to and use of Tunen's software services, including the web interface, mobile applications (including Tunen Agronomy), APIs and related services (collectively the „Services“).
1.2 The contract is concluded on the earliest of: (i) the Customer's acceptance of these Terms during registration, (ii) signature of an order form or subscription agreement („Order Form“), or (iii) first use of the Services.
1.3 In case of conflict, the following order of precedence applies: (i) the Order Form, (ii) product-specific terms and any data processing agreement, (iii) these Terms. Deviating general terms of the Customer do not apply, even if Tunen does not expressly object to them.
1.4 Where the Customer obtains access to the Services through an authorised partner or reseller (e.g. an OEM platform), the commercial terms (price, term, billing) are governed by the Customer's agreement with that partner; use of the Services is governed by these Terms, which then apply as the end-user terms (EULA) referred to in the partner agreement.
1.5 Tunen's Privacy Policy (available at tunen.ai) informs about the processing of personal data. It is referenced for information; statutory data protection law applies independently of these Terms.
2. Business Customers Only
2.1 The Services are provided exclusively for commercial and professional agricultural use. By registering, the Customer confirms that it acts as an entrepreneur within the meaning of § 14 of the German Civil Code (BGB) and that the persons using the Services on its behalf are at least 18 years old.
2.2 Consumer-specific rights, including statutory withdrawal rights, do not apply to entrepreneurs. Should mandatory consumer protection law nevertheless apply in an individual case, the Customer's mandatory statutory rights remain unaffected.
3. Account and Credentials
3.1 Registration information must be true, accurate, current and complete, and must be kept up to date. Tunen may make use of the Services dependent on verification of the business status (e.g. company name, VAT ID).
3.2 Access credentials are personal and confidential and must not be shared with unauthorised third parties. The Customer is responsible for activities carried out under its account to the extent it is responsible for them under statutory principles of attribution, and will notify Tunen without undue delay of any suspected misuse or loss of credentials.
4. Services; Free Trial; Beta Features
4.1 The functional scope of the Services results from the service description applicable at the time of the order and, where applicable, the Order Form. Unless a specific service level is agreed in an Order Form, no specific availability level is owed; Tunen provides the Services with reasonable skill and care and will announce planned maintenance where reasonably feasible.
4.2 Free trials are granted at Tunen's discretion for the period stated at registration. A trial does not convert into a paid subscription automatically; a paid subscription requires the Customer's express order. Either party may end a trial at any time. Tunen may delete trial data 30 days after the end of the trial after prior notice.
4.3 Features marked as beta, preview or pilot are provided for evaluation, may be changed or discontinued at any time and may not perform reliably. They are excluded from any agreed service levels; the Customer uses them at its own discretion. Mandatory statutory rights remain unaffected.
4.4 The Customer is responsible for its own internet connectivity, devices and operating environment and bears the associated costs.
5. Licence and Use Restrictions
5.1 Subject to payment of the applicable fees, Tunen grants the Customer a non-exclusive, non-transferable right, limited to the term of the contract, to use the Services for the Customer's internal business purposes, including use by its employees and authorised contractors („Authorised Users“).
5.2 The Customer shall not, and shall ensure that Authorised Users do not: (a) resell, rent out, sublicense or otherwise make the Services available to third parties, or use them to provide services to third parties, without Tunen's prior written consent; (b) copy, modify or create derivative works of the software underlying the Services; (c) reverse engineer, decompile or disassemble the software except to the extent mandatorily permitted by §§ 69d, 69e of the German Copyright Act (UrhG); (d) circumvent or interfere with security or usage-control features, including access via VPN or proxy for the purpose of circumventing geographic or security restrictions; (e) use automated means to extract data from the Services beyond their intended functionality; (f) use the Services to develop a competing product; or (g) access the Services through interfaces other than those provided or authorised by Tunen.
5.3 Where the mobile application is obtained via the Apple App Store or Google Play (each an „App Distributor“): the licence is limited to use on devices running the applicable operating system in accordance with the App Distributor's usage rules; the App Distributor has no maintenance or support obligation and no warranty obligation beyond refunding the purchase price (if any); the Customer confirms it is not located in an embargoed country and is not on any prohibited-party list; the App Distributors are third-party beneficiaries of this Section 5 and entitled to enforce it.
5.4 All rights not expressly granted remain with Tunen. Tunen retains all intellectual property rights in the Services, the underlying software, and all content provided by Tunen.
6. Customer Data; Data Rights; Backups; Feedback
6.1 All data uploaded by the Customer or generated from the Customer's farming operations through the Services („Customer Data“) remain the property of the Customer. Nothing in these Terms transfers ownership of Customer Data to Tunen.
6.2 The Customer grants Tunen the non-exclusive right to process Customer Data to the extent necessary to provide, secure, maintain and improve the Services during the term of the contract.
6.3 Tunen may create and use data derived from Customer Data in aggregated or anonymised form that does not identify the Customer or any natural person, for analytics, benchmarking and product development, also beyond the term of the contract.
6.4 Tunen may use Customer Data for training, validating and testing its AI systems only in aggregated or pseudonymised form. The Customer may object to such use at any time via the channels stated in the Privacy Policy; personal data are processed exclusively in accordance with statutory data protection law and, where applicable, the data processing agreement.
6.5 Tunen will not disclose Customer Data in identifying form to third parties without the Customer's approval, except to processors engaged for providing the Services or where required by law.
6.6 The Customer is responsible for the lawfulness of the Customer Data and warrants that it holds the rights required to upload and process third-party data through the Services.
6.7 Tunen performs regular backups as part of operating the Services. The Customer remains responsible for maintaining independent backups of data critical to its operations. Upon request during the term and for 30 days after termination, Tunen will make Customer Data available for export in a common machine-readable format; thereafter Tunen may delete Customer Data, subject to statutory retention obligations.
6.8 If the Customer provides feedback, ideas or suggestions, the Customer grants Tunen an unrestricted, perpetual, worldwide, royalty-free and irrevocable licence to use and implement them for any purpose. To the extent legally permissible, the Customer waives the right to be named as author. Feedback is deemed non-confidential.
7. AI Systems (Regulation (EU) 2024/1689)
7.1 The Services integrate AI systems developed or licensed by Tunen, including automatic activity detection, an AI assistant based on large language models, data extraction and predictive analytics. With respect to these components, Tunen acts as AI system provider; the Customer, when using them in the course of its professional activity, acts as deployer within the meaning of Art. 3(4) of the AI Regulation and assumes the corresponding responsibilities.
7.2 AI functionalities are decision-support tools. They do not replace professional agronomic, legal, tax or technical advice. The Customer must exercise human oversight (Art. 14 AI Regulation): it shall not apply AI-generated recommendations automatically, shall critically assess outputs before relying on them for business decisions, and shall disregard outputs that its own professional judgement indicates are unsuitable for the specific situation.
7.3 Where the Customer interacts with an AI-based assistant, this is indicated in the interface; content generated predominantly by AI systems is identified as such (Art. 50 AI Regulation).
7.4 The AI systems integrated into the Services are, as at the date of these Terms, not classified as high-risk systems under Annex III of the AI Regulation. If the Customer uses the Services in a context that changes this classification (e.g. use of the outputs for credit or insurance decisions), the Customer shall notify Tunen without undue delay and bears the deployer obligations resulting from such use.
7.5 The quality of AI outputs depends on the input data. The Customer is responsible for ensuring that data it provides are accurate, current and complete.
7.6 The Customer shall report abnormal behaviour or unexpected outputs of the AI systems to support@tunen.ai. Tunen operates post-market monitoring in accordance with Arts. 72 and 73 of the AI Regulation and will inform the Customer without undue delay of serious incidents or malfunctions of the AI systems that are relevant to the Customer's use, as well as of substantial modifications that materially affect expected performance.
7.7 Tunen provides documentation and information enabling an adequate level of AI literacy for the use of the integrated AI systems (Art. 4 AI Regulation).
7.8 Tunen's liability in connection with AI-generated content is governed by Section 14. Tunen is in particular not liable, within the limits of Section 14, for damage resulting from business decisions based on AI outputs that the Customer applied without the review required under Section 7.2.
8. Automatic Tracking; Personnel; Labour Law
8.1 Certain functionalities (in particular automatic activity detection, live location, working-time recording and task management) can process location, performance and behavioural data of persons working for the Customer.
8.2 The Customer is solely responsible, in its role as employer or principal, for the lawful deployment of such functionalities vis-à-vis its personnel. This includes in particular: informing the affected persons before activation; establishing a legal basis under data protection law (in Germany in particular § 26 BDSG, Arts. 6 and 88 GDPR); and observing co-determination rights of employee representative bodies (in Germany in particular § 87 (1) No. 6 of the Works Constitution Act (BetrVG)) and comparable requirements in other jurisdictions.
8.3 The Customer shall configure the tracking functionalities so that they are limited to what is lawful in its jurisdiction (for example, activation limited to working time).
8.4 The Customer shall indemnify Tunen, in accordance with the procedure in Section 15, against third-party claims (including claims by the Customer's personnel and measures by supervisory authorities) arising from the Customer's breach of the obligations in this Section 8. Tunen's own statutory responsibility remains unaffected.
9. Customer Obligations; Acceptable Use
9.1 The Customer shall use the Services in accordance with these Terms and applicable law and shall not: upload unlawful or infringing content; introduce malware; interfere with, overload or disrupt the Services or circumvent security measures; misrepresent its identity; or exploit malfunctions. Bugs and malfunctions shall be reported to Tunen without undue delay; the Customer shall not attempt to remedy them itself in Tunen's systems.
9.2 In case of a breach, Tunen may, after prior notice where reasonable, issue a warning, suspend the affected functionality or account in a proportionate manner, and terminate for good cause in case of serious or persistent breaches. Claims for damages remain reserved.
10. Fees and Payment
10.1 Fees result from the Order Form or the price list applicable at the time of the order. All prices are net plus statutory VAT.
10.2 Subscription fees are payable in advance for the respective billing period and are due within 14 days of invoicing, unless agreed otherwise. Invoices may be issued electronically.
10.3 In case of default, statutory default interest (§ 288 BGB) applies. If the Customer remains in default after a reminder and an additional period of 14 days, Tunen may suspend the Services until payment; material payment default constitutes good cause for termination.
10.4 Tunen may adjust recurring fees with three months' notice with effect from the beginning of the next renewal term. Fee adjustments do not apply to the current committed term.
10.5 Prepaid fees are not refunded in the event of ordinary termination by the Customer or non-use of the Services. This does not affect: statutory warranty rights; the right of either party to terminate for good cause (§ 314 BGB); and pro-rata refunds where the contract ends prematurely for reasons attributable to Tunen.
10.6 The Customer may set off only against claims that are undisputed or finally adjudicated, and may exercise a right of retention only for counterclaims arising from the same contract.
11. Term and Termination
11.1 The term and renewal of paid subscriptions result from the Order Form or the plan selected at the time of the order. Unless agreed otherwise, subscriptions renew automatically for successive periods of the same length if not cancelled with 30 days' notice to the end of the current period. Free accounts may be terminated by either party at any time.
11.2 The right of both parties to terminate for good cause (§ 314 BGB) remains unaffected. Good cause for Tunen includes in particular serious breaches of Sections 5, 8 or 9 that are not remedied within a reasonable cure period, and material payment default.
11.3 Upon termination, the Customer's access ends. Data export and deletion are governed by Section 6.7. Payment obligations accrued up to the effective date remain unaffected. Provisions which by their nature survive termination (in particular Sections 6.3, 6.8, 14, 15, 16, 19) remain in force.
12. Changes to the Services and to these Terms
12.1 Tunen continuously develops the Services and may modify and improve them, provided that the core functionality of paid Services booked by the Customer is maintained during the paid term. Individual features may be replaced by functionally comparable features. If Tunen discontinues a paid Service entirely during a committed term, the Customer receives a pro-rata refund of prepaid fees for the discontinued Service or, at the Customer's choice, a migration offer to a comparable Service.
12.2 Support and updates are provided for the current release of the applications. The Customer shall install updates promptly; Tunen is not responsible for malfunctions caused by the use of outdated versions.
12.3 Tunen may amend these Terms with effect for the future by notifying the Customer in text form at least 14 days before the amendments take effect, highlighting the changes. If the Customer does not object before the effective date, continued use after the effective date constitutes acceptance; Tunen will refer to this consequence in the notification. If the Customer objects, Tunen may terminate the affected Services with reasonable notice. Amendments to the main contractual obligations or to fees are governed exclusively by Sections 12.1 and 10.4.
13. Warranty (Defects)
13.1 The statutory warranty regime applies with the following modifications: the no-fault liability for defects existing at the time of contract conclusion (§ 536a (1), 1st alternative, BGB) is excluded. Claims for damages due to defects require fault and are governed by Section 14.
13.2 The Customer shall report defects without undue delay with a comprehensible description. Tunen will remedy reported defects within a reasonable period; the provision of a reasonable workaround constitutes remediation for as long as the underlying defect is being addressed.
13.3 The warranty does not cover malfunctions caused by the Customer's operating environment, improper use, third-party systems outside Tunen's control, or unauthorised modifications.
14. Liability
14.1 Tunen is liable without limitation: for intent and gross negligence; for injury to life, body or health; under the German Product Liability Act (ProdHaftG); in case of fraudulent concealment of a defect; and within the scope of any guarantee expressly assumed by Tunen.
14.2 For slight negligence, Tunen is liable only for the breach of material contractual obligations, i.e. obligations whose fulfilment is a prerequisite for the proper performance of the contract and on whose observance the Customer regularly relies. In this case, liability is limited to the damage typical for this type of contract and foreseeable at the time of contract conclusion.
14.3 In the cases of Section 14.2, Tunen's total liability per contract year is limited to the total fees paid or payable by the Customer for the Services in the twelve months preceding the event giving rise to the claim.
14.4 In the cases of Section 14.2, liability for loss of data is limited to the typical cost of restoration that would have been incurred if the Customer had performed regular data backups appropriate to the risk.
14.5 Any further liability of Tunen is excluded. The above limitations also apply in favour of Tunen's corporate bodies, employees and agents.
15. Indemnification by the Customer
15.1 The Customer shall indemnify Tunen and its corporate bodies, employees and agents against third-party claims, including reasonable costs of legal defence, arising from: (a) unlawful Customer Data or the Customer's breach of Section 6.6; (b) the Customer's breach of Section 8 (personnel and labour law); (c) the Customer's use of the Services in breach of Sections 5 or 9; or (d) the Customer's infringement of third-party intellectual property rights.
15.2 Tunen will notify the Customer without undue delay of any such claim, permit the Customer to conduct the defence to the extent legally possible, and not acknowledge or settle any claim without the Customer's consent, which shall not be unreasonably withheld. Tunen's statutory contributory responsibility remains unaffected.
16. Confidentiality
16.1 Each party shall keep confidential all non-public information of the other party obtained in connection with the contract, use it only for the performance of the contract, and disclose it only to employees, advisers and subcontractors bound by corresponding obligations. Excluded is information that is publicly known, lawfully received from third parties, independently developed, or required to be disclosed by law. This obligation continues for three years after the end of the contract.
17. Third-Party Services and Integrations
17.1 The Services may interoperate with third-party systems and data sources (e.g. weather services, telemetry platforms, farm management systems). Their availability and terms are outside Tunen's control; the Customer's use of third-party services is governed by the applicable third-party terms.
17.2 If a third party materially changes or discontinues an interface, Tunen will make reasonable efforts to restore or provide comparable functionality. If a material paid functionality remains permanently unavailable as a result, the Customer may terminate the affected module with pro-rata refund of prepaid fees; further claims are governed by Section 14.
18. Force Majeure
18.1 Neither party is liable for a failure to perform (except payment obligations for services already rendered) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, governmental measures, and large-scale failures of telecommunications or power infrastructure. The affected obligations are suspended for the duration and to the extent of the impediment. If the impediment continues for more than three months, either party may terminate the affected Services with reasonable notice.
19. Final Provisions
19.1 These Terms and all disputes arising out of or in connection with them are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
19.2 If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction is the registered seat of Tunen. Tunen remains entitled to sue at the Customer's general place of jurisdiction.
19.3 Tunen may assign rights and obligations under the contract to an affiliated company within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG); otherwise, assignment by either party requires the other party's consent, which shall not be unreasonably withheld.
19.4 Notices under these Terms may be given in text form (including email to the addresses provided at registration or in the Order Form).
19.5 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.
19.6 These Terms are drawn up in English. For customers in Germany and Austria the German version prevails for all others the English version prevails. Other translations are provided for convenience.