Allgemeine Geschäftsbedingungen
Stand: 18. April 2026 (Version 1.1, consolidated 2026-04-26)
Operator / Anbieter / Responsible Entity
The entity providing the services described in this document is:
Scaleupsystems UG (haftungsbeschränkt), also known as Scaleupsystems UG haftungsbeschränkt.
Krumbacher Straße 2, 86424 Dinkelscherben, Germany
Handelsregister: HRB 42235, Amtsgericht Augsburg
References in this document to "Scaleupsystems," "Scaleupsystems UG," "the Agency," "the Provider," "we," or "us" mean Scaleupsystems UG (haftungsbeschränkt). The user-facing brand mark ScaleUpSystems (camelCase) is a stylization of the same entity; any product surface bearing that mark is operated by Scaleupsystems UG (haftungsbeschränkt).
These General Terms and Conditions (AGB) govern the contractual relationship between Scaleupsystems UG (haftungsbeschränkt) (hereinafter "Agency", "we", or "us") and the Client (Influencer/Business utilizing the automation services) or Agent (referring entity/chat manager).
These terms apply to all contracts, services, and software provided via the domain scaleupsystems.ai.
By creating an account, connecting a Stripe wallet, or utilizing our chatbot services, you agree to be bound by these AGB.
1. Scope & Acceptance
These General Terms and Conditions (AGB) govern the contractual relationship between Scaleupsystems UG (haftungsbeschränkt) and the Client. They apply to all contracts, services, and software provided via the domain scaleupsystems.ai. By creating an account, connecting a Stripe wallet, or utilizing our chatbot services, the Client agrees to be bound by these terms.
2. Services Provided & Agency Model
Automation: The Agency provides AI-driven software automation tools designed to manage and respond to direct messages on platforms like Instagram.
Scaleupsystems UG acts as a data processor on behalf of the Client (influencer) for all follower message data. The Client remains the data controller. Scaleupsystems acts as a data controller only for Client account data and platform usage data.
Billing Agency: The Agency operates as a commercial billing agent. The Client formally appoints the Agency as an authorized agent for billing purposes, legally recognizing the Agency's right to manage the financial flow between the end-customer and the Client. The Client expressly authorizes the Agency to issue invoices to end-customers in the Client's name and collect payments on their behalf.
3. User Obligations & Platform Compliance
Compliance: The Client is responsible for ensuring their use of the chatbot complies strictly with third-party platform terms of service, particularly Meta's Business Messaging Policies and Instagram's Terms of Use.
Prohibited Content: The User must not use the Provider's AI services to send spam, unsolicited promotional messages, illegal content, or anything that violates user consent.
Security: The User is responsible for maintaining the confidentiality of their API keys, access tokens, and account credentials.
Platform Terms Compliance: The Client acknowledges and agrees to comply with Meta's Platform Terms, Developer Policies, and the Messenger Platform Policy as updated from time to time. The Client warrants that any data obtained from Meta APIs is used solely for the messaging-automation purpose described in §2 and is not used for advertising, profiling, credit decisions, employment decisions, or sold to data brokers. End-user data received from Meta is processed in accordance with Meta's Data Use Policy and deleted in line with Part 2 §5 of this document.
4. Technical Infrastructure & Third-Party Integrations
Hosting: Our primary services, databases, and object storage are hosted by Hetzner Online GmbH in Germany, in the Falkenstein (FSN1) data-centre region. All processing of Client and end-user data takes place exclusively within the European Union.
Integrations: To provide the service, we integrate with several third-party providers. A complete, up-to-date sub-processor list with legal entities, jurisdictions, and processing purposes is maintained in Part 2 §3 of this document.
Flexibility Clause: The Agency may replace or add sub-processors where operationally necessary. The Client will be notified of any new or replaced sub-processor at least 30 days in advance, in writing or by electronic means, and may object to the change on legitimate data-protection grounds. In the event of a justified objection that cannot be resolved, the Client retains the right to terminate the affected service. This clause complies with GDPR Art. 28(2).
5. Disclaimers & Risk Assumption
AI Disclaimer: The Client acknowledges that responses may be generated by Artificial Intelligence (OpenAI / ChatGPT / Cortecs). The Agency does not guarantee the accuracy, appropriateness, or tone of AI-generated content, and the Client is responsible for monitoring AI interactions.
Platform Risk: The Client acknowledges that using third-party automation tools carries inherent risks, including temporary blocks or "shadowbans" by Instagram. Scaleupsystems is not liable for any loss of account access or reputation.
6. Payments & Revenue Share
Processing: All payments are processed via Stripe.
Revenue Share: The specific percentage of revenue share shall be stipulated in the individual service agreement and is based on Net Revenue (Gross sales minus taxes, Stripe fees, and refunds).
Payout Timing: Funds will be paid out to the Client following a 14-day holding period to account for potential chargebacks or refunds.
7. Limitation of Liability
General: Scaleupsystems is liable only for intent and gross negligence. For slight negligence, the Provider is only liable in the event of a breach of a material contractual obligation (cardinal obligation), limited to foreseeable damages typical for the contract.
Dependencies & Software Errors: The Agency is not liable for service interruptions, rate limits, or data errors caused by third-party providers or changes in their APIs. This includes, without limitation, AI model output quality (Cortecs, Anthropic, OpenAI, Google), calendar sync failures (Calendly), payment processing (Stripe), messaging API changes or delivery failures (Meta), and infrastructure availability (Hetzner).
8. Final Provisions
Jurisdiction: The place of jurisdiction is Dinkelscherben, Germany.
Severability: Should individual provisions of this contract be invalid, the remaining provisions remain in full force and effect.
Language: This document is provided in English. The German version (where supplied separately) is the legally binding version for Clients domiciled in Germany; for all other Clients the English version is binding. In case of discrepancies between language versions, the binding version prevails.
For data-protection details, please refer to our Privacy Policy. Provider information per § 5 TMG is available in our Imprint.