Terms of Use

These terms of use (“Terms”) govern your (“you” or “your”) access to and use of the Chiisai platform, including the website chiisai.ai and the Pestwise mobile application, both operated by Chiisai, a startup under TDK Management Services GmbH (“we”,“our” or “us”). By accessing or using our platform, you agree to comply with and be bound by these Terms, which form the basis of any agreement between you and us regarding the use of our Services (“Agreement”). Any terms or conditions proposed by you—whether included in offers, purchase orders, order confirmations, or other documents—are expressly excluded, even if we have not explicitly objected to them.


Effective Date: These Terms take effect on the date you sign up for the website or mobile application.

 
1. Services
  • Chiisai, operated by TDK Management Services GmbH, located at Rosenheimer Str. 116A, 81669 Munich, Germany, provides an innovative platform tailored for farmers and agricultural professionals managing small to medium-sized farms and facilities. Through our platform on our website and through the mobile application we offer advanced pest and disease detection, personalized eco-friendly treatment recommendations, and sustainable farming solutions (collectively referred to as the “Services” and any results as “Service Results”).
  • The Services will be, depending on the content, offered by using artificial intelligence (AI) with or without human support.
 
2. Free Trial
 
If you register for a free trial:
  • The applicable Services will be available free of charge until the earlier of:
    a) The delivery of a specified recommendation.
    b) The activation of a paid subscription plan.
    c) Sixty (60) days from the trial start date.
At the end of the trial period:
  • The applicable Services will be available free of charge until the earlier of 1 month
  • Your account information will be deleted unless you switch a subscription.
  • Notifications will be sent to inform you of the trial's impending expiration
     
3. Subscription Term and Renewal
  • The subscription term is defined in your chosen plan.
  • Unless cancelled before the renewal date, subscriptions renew automatically for the same duration as the initial term.

    To prevent renewal, email contact@chiisai.ai before the renewal period begins or simply cancel your subscription.
 
4. Service Fees and Taxes
  • You are responsible for paying all fees associated with the Service in accordance with the selected subscription and pricing model (“Service Fees”).
  • All Service Fees are payable in Euros (€) and are exclusive of any applicable sales, value-added taxes (VAT), or other taxes.
  • Service Fees must be paid in full, without deductions. Payment is due either: (i) in advance at the start of the Service, or (ii) within seven (7) days of receiving our invoice, depending on the selected pricing model. If you fail to pay any Service Fees by the due date, we will apply the statutory interest fees and reserve the right to terminate this Agreement immediately.
  • You are solely responsible for any and all taxes associated with the Service, including VAT or similar taxes. If you are required by law or treaty to withhold taxes on payments to us, you must notify us in writing without undue delay. You must provide all necessary information, documentation, and confirmation of withholding tax payments made on our behalf. If applicable, you will assist us at no additional cost in obtaining any available mitigations, exemptions, or refunds under relevant tax laws.
 
5. Service Level
  • Services are provided in the English language unless otherwise specified or agreed. Services are offered exclusively as business-to-business (B2B) services to farmers and agricultural professionals and are not available to consumers (B2C). In case you are a consumer, we reserve the right to terminate any Agreement immediately.
  • Services are provided on an “as is” and “as available” basis. We commit to using commercially reasonable efforts to detect plant pest and diseases and provide corresponding recommendations, which means applying state-of-the-art skills and the due care expected of a professional in our industry, utilizing our own existing resources.
  • The quality and effectiveness of our analysis depend on various factors, including the consistency, accuracy, and completeness of the data and information you provide in any form, including but not limited to details about the plants, geographical location, growing conditions, crop images, and any prior reports, treatments or observations relevant to the detection of plant diseases (“Data”). Despite our reasonable efforts, there may be instances where we are unable to provide actionable recommendations. In such cases, we will inform you accordingly. You may submit updated or revised Data for further analysis. In case we cannot provide you with a Service, we will only reimburse you the Service Fees, but you have no entitlement to a guaranteed detection, recommendation, or compensation for damages, costs, or expenses.
  • Delivery dates for recommendations and other reports are approximate and based on our experience. Actual delivery times may vary due to circumstances, and late delivery shall not constitute a delay. No claims for damages, costs, or expenses may be made based on a delayed delivery.
6. Your Obligations
  • You must provide all necessary and accurate Data and access to those to enable us to perform the Services effectively.
  • You agree to review and, where appropriate, implement the recommendations provided in the Service Results. You will give us written, oral or visual feedback to the Services and Service Results ("Feedback")
  • You acknowledge that the effectiveness of the Services may depend on proper implementation of such recommendations.
  • You must ensure that the use of the Services and implementation of any recommendations comply with all applicable laws and regulations, including but not limited to agricultural, environmental, and health standards.
  • You must cooperate in good faith with us and promptly address any queries or requests for clarification to facilitate the delivery of the Services.
  • You acknowledge that the Services are intended to assist in detecting plant pest and diseases and providing recommendations, but we do not guarantee specific results or solutions. You retain ultimate responsibility for decisions related to the care and treatment of your plants.
 
7. Protection of Your Data
  • We place the utmost importance on the confidential treatment of any Data and Feedback received from you.
  • Any confidential technical or commercial information in the Data and Feedback (“Confidential Information”) will be used solely for the delivery and improvement of our Services and not disclosed to third parties. You permit us to use subcontractors for our Services and if subcontractors are engaged, we will share your Confidential Information only to the minimum extent necessary and on a strict need-to-know basis, ensuring that such subcontractors are bound by confidentiality agreements no less restrictive than these Terms.
  • The confidentiality obligations do not apply to Confidential Information that: (i) becomes public knowledge without any fault, omission, or violation of this Agreement by us; (ii) was lawfully in our possession before being disclosed by you, without restrictions on its use or disclosure; (iii) is lawfully obtained from a third party authorized to disclose it, without restrictions on its use or disclosure; (iv) is independently developed by us without reference to or use of your Confidential Information; (v) is approved for disclosure by you; or (vi) is subject to mandatory disclosure in connection with legal, regulatory, or administrative proceedings, or as required by law or court order.
  • The same confidentiality standards apply to our own technical and commercial information, including but not limited to the Service Results. Such information must be used by you solely for your own agricultural operations but not to resell or advise others. 
 
8. Use of Your Data
  • We are always looking for ways to improve the Services and to make them smarter, faster, more secure, integrated, and useful as well as to create new services and develop new products that benefit you as our customer.
  • We apply techniques that hash, filter or otherwise scrub and transform your Data and Feedback for analytic, diagnostic, statistic and performance measurement purposes in a compiled, aggregated and anonymized state. Photos of Crops are stored temporarily for pest detection processing and then anonymized for statistical use. Location data is aggregated for regional pest trend reports. Personal data are anonymized when used for statistical analysis or aggregated insights (e.g., pest patterns in a specific region) and cannot be linked back to individual users. Personal identifiers (e.g., IP addresses) are anonymized after initial processing. Aggregate data from analytics tools is anonymized and used for statistical purposes.
  • We will use only such aggregated and anonymized data to apply general concepts and ideas and use the respective learnings to improve our artificial intelligence (AI) models develop new features and solutions (“Improvements”).
  • To use your Data and Feedback for the provision of our Services and the Improvements, you grant us a non-exclusive, non‑transferable, irrevocable, royalty-free, fully paid-up, worldwide right to use any Data and Feedback including Confidential Information that is owned or controlled by you, including but not limited to copy, store and modify your Data and Feedback and combine it with other works and to use it for any other types of use currently known or unknown for the provision of Services to you and Improvement in general. The aforementioned right is sub-licensable to our subcontractors for the sole purpose of providing Services to you and associated research and development for the general Improvement of our Services.
  • Nothing contained in these Terms shall restrict us from the use of any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques contained in or derived from your Data and Feedback and retained in the undocumented general mental impressions of us and our employees and our sub-contractors (residual know-how), provided that we do not (i) infringe your Intellectual Property Rights other than those licensed under this Agreement or (ii) breach our confidentiality obligations.
 
9. Use of Our Service Results
  • To use the Service Results for your own agricultural operations but not to resell or advise others, we grant you a non-exclusive, sub-licensable, non-transferable, irrevocable, royalty-free, fully paid-up, worldwide right.
  • We shall exclusively own and receive all rights, title or interest, in including Intellectual Property Rights in the Services and Service Results and associated rights, title or interest and Intellectual Property Rights, excluding your Data and Feedback. We do not grant any other licenses or use rights than expressly provided under these Terms.
  • “Intellectual Property Rights” means, without limitation, patents, trademarks, service marks, logos, trade names, geographical indications, internet domain names, copyrights (including rights in computer software, source code and object code) and moral rights, database rights, semiconductor topography rights, utility models, design rights, rights in getup, rights in inventions, trade secrets, know-how, plant variety rights and other intellectual property rights in any country or jurisdiction, in each case whether registered or unregistered, and in all rights or forms of protection having equivalent or similar effect anywhere in the world, and the term “registered” includes registrations and applications for registration.
 
10. Warranties
  • We do not warrant, represent, or guarantee the accuracy, effectiveness, or outcomes of our Services, including but not limited to the Service Results. Specifically, while our services aim to detect plant pests and diseases and provide treatment recommendations, we do not guarantee the resolution of any issues or cure for the identified pest and diseases.
  • Thus, to the fullest extent permitted by applicable law, we disclaim all warranties, representations, and guarantees, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, or completeness. This applies to any of your use or reliance on our Services, regardless of whether any issues were foreseeable or known to us. Our Services are not intended to be relied upon any third-party and any Agreement on Services does not confer any rights or remedies upon any person or entity other than the Parties to the respective Agreement.
 
11. Indemnification
  • You warrant that all Data and Feedback provided are free from third-party rights and do not infringe upon any Intellectual Property Rights of third parties.
  • In the event of any allegation—whether in or out of court—of: (i) infringement of third-party rights; (ii) misuse of the Services; or (ii) any breach of any Agreement or violation of applicable laws, you agree to defend, indemnify, and hold harmless us, our affiliates, and subcontractors from and against all claims, losses, damages, injuries, fines, penalties, costs (including court costs and attorneys’ fees), expenses, charges, and other liabilities.
  • Each Party shall promptly notify the other Party in writing upon becoming aware of any actual or potential allegation of infringement or other legal disputes related to the Services.
 
12. Limitation of Liability
  • We shall not be held liable for any costs, expenses, or damages, regardless of the legal basis (whether contractual, tortious, or otherwise), in the event of a breach of our obligations under any Agreement with you.
  • The above exclusion of liability does not apply in the following cases where our liability is mandatory under statutory law: (i) intentional breach of obligations; (ii) injury to life, body, or health; (iii) cases where we have expressly assumed a guarantee; (iv) liability under the German Product Liability Act (Produkthaftungsgesetz); and also for a (v) breach of essential contractual obligations (Kardinalpflichten), i.e., obligations that are fundamental to the performance of this Agreement and upon which you may reasonably rely.
  • In cases of negligence, our liability is limited to typical and foreseeable damages, even in the event of a breach of essential contractual obligations.
  • We are not liable for any economic, financial, or other indirect losses you may incur as a result of the provision of our Services.
  • Our total liability for all claims, regardless of the legal basis (whether contractual, tortious, or otherwise), is limited to a maximum of €1,000 per individual case of damage for a Free Trial and €1,000 in all other cases, except for the cases (i) to (iv) above.
  • The above limitations and exclusions of liability also apply to the benefit of our legal representatives, employees, directors, officers, affiliates, subcontractors, and other agents acting on our behalf. 
 
13. Governing Law and Dispute Resolution
  • These Terms and any Agreement are subject to the substantive law of Germany without reference to its conflicts of law provisions and the CISC.
  • All disputes arising out of or in connection with these Terms and any Agreement, shall be finally settled by arbitration under the then in force rules of arbitration of the International Chamber of Commerce (ICC) by one arbitrator appointed in accordance with the ICC rules. The place of arbitration shall be Munich. The procedural law of Germany shall apply where the ICC rules are silent. The language shall be English. The right to obtain injunctive relief before state courts shall not be excluded but shall not be a waiver of any arbitration.
 
14. Miscellaneous
  • We operate as an independent provider of our Services and act as the controller of any personal data received from you, in compliance with applicable laws including the GDPR and our Data Privacy Policy. Data  including personal data are stored securely on GDPR-compliant servers for account management and app functionality.
  • These Terms and any Agreement based thereon, constitute the entire agreement between you and us. Any prior agreements, including but not limited to confidentiality agreements, are retroactively replaced in their entirety by an Agreement with us on these Terms as of its execution date.
  • We reserve the right to update these Terms at any time. Updates will be communicated via email, app notifications, or other means. We will ask for your acceptance of the new Tefrms, and in case you do not accept the new Terms you agree that the respective Agreement will terminate. In case you accept the new Terms the respective Agreement will continue under such new Terms.
  • Any amendments, modifications, or supplements to any Agreement must be made in writing and signed by you and ss. This written requirement may only be waived through a written instrument executed by you and us.
  • You are not entitled to retain a Service Fee for any reason or set-off a Service Fee against any claim you may have against us.
  • You may not assign any rights or obligations under any Agreement without our prior written consent. We may assign any Agreement, along with its associated rights and obligations, to a third party in the event of a restructuring, divestiture, or sale of our business related to the Services. In such cases, you retain an extraordinary termination right, which must be exercised within seven (7) calendar days of receiving notice of the transfer.
  • Any Agreement and any amendments may be executed in multiple counterparts, each of which will be deemed an original, and all counterparts together will constitute one agreement. It is not necessary for all parties to sign the same counterpart.
  • Any Agreement and any amendments may be executed and delivered through electronic means, including but not limited to: Online acceptance (e.g., clicking a button or ticking a box on our website or applications), electronic signatures, portable document formats (e.g., PDFs), other electronic means or combinations thereof. You agree that such electronic execution and delivery methods shall be valid, binding, and carry the same evidentiary weight as an original handwritten signature or stamp.
15. Contact Us
 
For any questions about these Terms and any Agreements based thereon, please contact us at:
  • Email: contact@chiisai.ai
  • Address: Rosenheimer Str 116A, 81669 Munich, GERMANY