Undernap Terms of Service (for business customers)

Version 2026-10-20

1. Provider and scope

1.1 Provider. Your contracting party is Alondra Butuc, Bismarckstr. 104, 63065 Offenbach am Main, Germany, email: support@undernap.com ("we", "us"). "Undernap" is the name of the product, not a separate company.

1.2 Scope. These Terms apply to every contract for a paid Undernap subscription (the "Solo" and "Team" plans) and to the use of the Undernap app and the Undernap account under such a subscription.

1.3 Who "you" are. "You" is our contracting party: the business or self-employed person for whom the order is placed. Where a person orders for a business, "you" means that business.

1.4 Other terms. Your own terms and conditions do not apply, even if we do not expressly object to them. Individual agreements in text form take precedence over these Terms.

2. Businesses only

2.1 We enter into contracts only with businesses within the meaning of section 14 of the German Civil Code (BGB): natural or legal persons or partnerships with legal capacity that act in the exercise of their trade, business or independent professional activity when concluding the contract. We do not enter into contracts with consumers (section 13 BGB).

2.2 When ordering, you confirm that you are ordering Undernap exclusively for a trade, business or independent professional activity, not as a consumer, and that the person placing the order is authorised to act for you. Depending on the country, the account also asks for your business's tax or VAT identification number (section 7.4). If there are indications that an order is not made for such an activity, we may decline it.

2.3 There is no statutory consumer right of withdrawal for these contracts.

2.4 Countries. We sell to businesses in every country where the sale is lawful, our payment provider can process the payment and the tax treatment is settled. We do not accept orders from countries or regions where that is not the case — for example because of sanctions, no available payment method or a tax treatment not yet settled. We accept orders from businesses in EU member states other than Germany only once the provider holds a German VAT identification number (reverse charge). The account tells you so before you pay.

3. What Undernap is

3.1 The product. Undernap is software for the Mac with an online account. Undernap coordinates multiple AI models, tools and specialist runtimes behind one product experience. With Undernap you plan work as Missions, break it into Tasks, have AI models work on and review them, and record the Results with their evidence.

3.2 AI models from third parties. Undernap does not provide an AI model of its own. The models come from AI providers that you connect with your own accounts or keys (section 13). Those providers decide which models are available and what they deliver.

3.3 Local work, online account. The app runs on your Mac. It stores your projects, Missions, Tasks, Results and project knowledge on your Mac; we do not receive them. The online account manages your workspace, its members, seats, your plan, your licence and your devices.

3.4 System requirements. The app runs on Mac computers with Apple silicon and macOS 15 or later. The Mac app that we provide for download on undernap.com and through the Undernap account is signed with an Apple Developer ID and notarised by Apple.

3.5 What we provide. We provide:

the right to use the app for the term of your subscription (section 12);
the online account;
new versions of the app (section 17);
support by email (section 17).

We owe further features, platforms, availability or response times only if we agree them in text form.

4. How the contract is concluded

4.1 The presentation of the plans on our website is not a binding offer.

4.2 How you order.

You sign in to your Undernap account.
You choose the plan, the workspace and, for the Team plan, the number of seats.
You state the country of your billing address and, where the account asks for them, the state or province and your business's tax or VAT identification number. The account shows you how VAT is treated (section 7.2).
You tick the boxes for these Terms, the Privacy Notice and ordering as a business.
You continue to the payment page of our payment provider Stripe. There you enter your payment details and your billing details (billing address, the name of the person ordering and, if there is one, the name of your business) and see the price.
You complete the order with the button that Stripe shows for it.

Until then you can check and correct your entries or cancel the process.

4.3 By completing the payment page you make a binding offer. The contract is concluded when Stripe confirms completion and we activate your subscription in your account. Nothing is activated before this confirmation.

4.4 Confirmation. We confirm the conclusion of the contract by email. The email states the plan, seats, price and start, for a trial its end and the first payment, and the versions of the documents you confirmed when ordering.

4.5 Contract text and language. We store your order details in your account. You can retrieve, save and print these Terms on undernap.com at any time. We send earlier versions on request. The contract languages are German and English.

5. Trial

5.1 Your first subscription starts with a free 14-day trial. It is available once per person and once per workspace. Anyone who has already had a trial or a paid subscription does not get another one.

5.2 You enter your payment details when you order. If you do not cancel before the trial ends, the subscription continues as a paid subscription and Stripe collects the first monthly fee. If you cancel during the trial, the subscription ends when the trial ends and no fee is charged.

5.3 The trial is not a permanently free plan. We do not offer one.

6. Plans, seats and devices

6.1 Plans. The Solo plan includes one seat. The Team plan includes 2 to 50 seats.

6.2 Seats. A seat belongs to one person and may not be shared by several people. In the account you assign seats to members of your workspace and release them again.

6.3 Devices. Each seat may be used on up to two Macs. You connect a Mac like this: the app shows a short code, and you confirm it in your account. You can deactivate a connected Mac in the account. Once the limit is reached, another Mac can only be connected when a device is released or you add seats.

6.4 Use without a connection. The app confirms its licence regularly over the internet, about once a day while it is online. Without a connection it keeps working for up to 14 days. If a Mac is deactivated or access ends, the app puts this into effect the next time it checks online, at the latest 14 days after its last successful check. If the app technically keeps working until then, this extends neither your access nor your right of use.

6.5 Workspace. You decide who has which rights in your workspace through the roles in the account. You are responsible for whom you invite and for what the people you give access to do.

7. Prices and payment

7.1 Prices. The prices shown to you in the account and on Stripe's payment page when you order apply. For the Team plan, the fee depends on the number of seats.

7.2 Taxes. The prices shown are the fees for the subscription. How VAT or comparable taxes are treated follows the law and the details of your order; the account shows you the treatment before you pay, and the invoice states it.

(a) For supplies taxable in Germany, the provider currently applies the small-business exemption under section 19 of the German VAT Act (UStG); the invoice shows no VAT.
(b) If the place of supply under section 3a(2) UStG is in your country outside Germany, we charge no German VAT. Any VAT, GST or comparable tax due there is owed by you under the law of your country, where it so provides, for example under the reverse-charge mechanism.
(c) If the law of your country requires you to withhold or self-assess a tax on a payment, you bear it; the fee is not reduced.

7.3 Due date and payment. The fee is payable monthly in advance for each billing month. You pay through Stripe with the payment methods offered there. You enter full card or account details only with Stripe; we do not receive them. From Stripe we receive identifiers and the status of the subscription, invoices, payments, refunds and chargebacks.

7.4 Invoices and your details. Stripe provides invoices electronically on our behalf. They state the billing details from the order (section 4.2) and the tax treatment (section 7.2). You find them in your account. You state the country, the billing address and, where the account asks for it, your business's tax number correctly. If they change, you tell us; the tax treatment follows these details. You are responsible for the consequences of incorrect details, for example taxes you owe.

7.5 Costs of your AI providers. Costs that your AI providers or other services you connect charge you are not included in our prices (section 13).

7.6 Price changes. We notify you of a price change for a running subscription in text form at least six weeks in advance. It applies only if you agree. If you do not agree, your subscription continues at the previous price; we may then terminate it under section 8.3.

8. Term and cancellation

8.1 Term. The subscription runs for one month at a time and renews for a further month unless it is cancelled. After a trial, the first billing month starts when the trial ends.

8.2 Your cancellation. You can cancel at any time with effect from the end of the current billing month: in your account under "Plan & usage" or in text form, for example by email to the address in section 1.1. You keep access until that end. Section 5.2 applies to a cancellation during the trial.

8.3 Our termination. We may terminate with one month's notice to the end of a billing month.

8.4 Good cause. Both parties' right to terminate for good cause remains unaffected.

8.5 What the end means. After the subscription ends, no new work is possible in the app. Your data on your Mac is not deleted as a result; you can still open it. We keep the data in your account as described in the Privacy Notice. If you subscribe again later, your workspace continues.

9. If a payment fails

9.1 If a payment due fails, you first keep full access for 7 days and then for a further 7 days as a grace period. Your account shows you this.

9.2 If the payment has not been made after these 14 days, no new work is possible in the app until it is made. If Stripe reports the subscription as unpaid earlier, this applies from that report. Nothing is deleted as a result. Once paid, access is restored.

9.3 If the subscription ends because the payment finally fails, section 8.5 applies. Our statutory rights, for example to default interest, remain unaffected.

10. Changing the plan or seats

10.1 In your account you can switch from the Solo plan to the Team plan and add seats to the Team plan. Before you confirm, the account shows you the change and the amount that Stripe charges for it pro rata. The change takes effect when you confirm it.

10.2 You can reduce seats or move to a smaller plan only where the account offers it and your seats and devices in use fit the new limits. Otherwise you can cancel and order again.

11. Refunds and chargebacks

11.1 Refunds. You are entitled to a refund of fees paid only where the law provides for one. Voluntary refunds and credits are at our discretion.

11.2 Full refund. If we refund a payment in full, your access and the subscription end with immediate effect as soon as Stripe reports the refund as successful. No further fees are then charged. A refund request or a refund that has not yet completed does not change access. On a Mac the app puts the end into effect as section 6.4 describes; if it technically keeps working until then, this gives no right of use.

11.3 Partial refund or credit. A partial refund or a credit does not change your access unless we agree otherwise with you.

11.4 Chargebacks. If a payment is reversed through your bank or card issuer and the procedure does not end in our favour, we end your access and the subscription after review. On a Mac, section 6.4 applies. Existing payment claims remain unaffected.

12. Right to use the software

12.1 For the term of your subscription you receive the simple, non-transferable and non-sublicensable right to install and use the app within your plan (seats and devices, section 6) for your business purposes. People to whom you assign a seat may use the app for you within this scope.

12.2 You may not rent out or sell the app or provide it to third parties as a service of your own. You may not circumvent licence, device or security checks. Decompiling and reverse engineering are permitted only where sections 69d and 69e of the German Copyright Act (UrhG) mandatorily allow them.

12.3 All rights in the software, the website, the documentation and our trademarks remain with us or our licensors. Open-source components of the app are subject to their own licences; these take precedence where they require it.

12.4 The right of use ends when the subscription ends, even if the app on a Mac technically keeps working until its next check (section 6.4); section 8.5 applies.

13. AI providers and other services you connect

13.1 Your accounts. You connect AI providers and other services with your own accounts or keys. Their use is governed by your contract with the respective provider, including costs, usage limits, data use and permitted use. We are not a party to those contracts.

13.2 Providers' terms. You check yourself whether your plan with a provider permits use through Undernap, and you comply with its terms. Some providers restrict use through third-party software or automation. If we learn that the use of a connection breaches the provider's terms or the law, we may restrict that connection in Undernap.

13.3 Costs. By default Undernap uses only quotas that are included in your existing plans with the providers and does not switch on paid extra usage by itself. If you allow paid usage, you bear the costs and are responsible for the limits you set. The providers bill you directly.

13.4 Availability. The provider decides which models and features it offers and may change them. We do not promise that a particular provider or model remains available through Undernap.

14. Your content and AI results

14.1 Your rights. Rights in your content remain with you. We receive your content only if you send it to us, for example in support. We then use it only for your request.

14.2 Your authorisation. You ensure that you may use your content with Undernap and the providers you connect. This includes a legal basis for any personal data it contains.

14.3 Results. We claim no rights in results that AI models generate for you. We do not warrant that results are correct, complete, protectable or free of third-party rights. AI results can be wrong, even where Undernap has had them reviewed.

14.4 Your review. Undernap shows the evidence behind a result and asks for your approval before certain steps. This supports your review but does not replace it. Check results before you use them, especially code, published texts and decisions with legal, financial or similarly significant consequences.

15. Acceptable use

15.1 You may not use Undernap:

(a) for unlawful purposes;
(b) to access systems, accounts or data without authorisation or to test their security without the permission of those entitled;
(c) to create or distribute malware or to attack the availability of services;
(d) for fraud, deception or impersonating another identity;
(e) for advertising without the required consent of the recipients;
(f) to infringe intellectual property, personality rights or other rights of third parties;
(g) for practices prohibited under Article 5 of the AI Act (Regulation (EU) 2024/1689);
(h) for high-risk purposes under Annex III of the AI Act, such as selecting or evaluating employees or assessing creditworthiness, unless we have agreed this in text form;
(i) to circumvent licence checks, device limits or security measures of Undernap or your AI providers;
(j) with accounts, keys or websites you are not authorised to use.

15.2 Sensitive data. Undernap has no special certifications for regulated data. You process special categories of personal data (Article 9 GDPR), children's data, payment card data and data subject to professional secrecy with Undernap only if you have checked and can meet the legal requirements yourself.

15.3 Rights of the tools on your Mac. AI providers' tools that Undernap starts run with the rights of your macOS user account. Depending on the tool, they can read files outside your project and access the internet; some run commands and change files without asking at every step. Set up Undernap only on Macs and for projects where this is acceptable for you.

16. Suspension

16.1 We may suspend your access in whole or in part if a payment fails (section 9), in the case of a serious or repeated breach of section 15, in the case of a concrete security risk, or where the law requires it.

16.2 We choose the mildest suitable measure and tell you the reason unless the law prohibits this.

17. Availability, support and new versions

17.1 Availability. The app works on your Mac and needs the account for the licence check and device management (section 6.4). We operate our online services with reasonable care. We do not promise any particular availability; maintenance and outages can occur.

17.2 Support. We provide support by email to the address in section 1.1, without committed response times.

17.3 New versions. We make new versions of the app available for download during the term of your subscription; you install them yourself. If you do not install a new version that we have pointed you to, we are not responsible for defects it would have fixed.

17.4 Changes. We may change the app and the account for a valid reason, for example because of changes in the law, for security reasons, because of changes at AI providers or platforms, because of technical developments or for new or improved features, provided that the core of the agreed service is preserved. We inform you in advance of significant changes.

18. Defects

18.1 The statutory provisions apply with these modifications:

Report defects without undue delay in text form with a comprehensible description.
We may first remedy a defect, for example by a fix, a new version or a workaround.
Strict liability for defects that already existed when the contract was concluded (section 536a (1), first alternative, BGB) is excluded.
Section 19 applies to damages.

18.2 We are not responsible for the services of your AI providers and other services you connect (section 13).

19. Liability

19.1 Unlimited liability. We are liable without limitation:

for intent and gross negligence;
for injury to life, body or health;
under a guarantee we have given;
for fraudulently concealed defects;
under the German Product Liability Act.

19.2 Simple negligence. In the case of simple negligence we are liable only for the breach of an essential contractual obligation. An obligation is essential if its fulfilment makes the proper performance of the contract possible in the first place and you may regularly rely on its fulfilment. Our liability is then limited to the damage that was foreseeable and typical for the contract when it was concluded.

19.3 Backups. You are responsible for backing up your Mac regularly. In the case of data loss we are liable under section 19.2 only for the effort that would have been needed to restore the data from proper backups.

19.4 People we engage. These rules also apply to the personal liability of the people we engage.

20. Indemnity

If you culpably breach section 15 or third-party rights, you indemnify us against the resulting third-party claims, including reasonable costs of legal defence. We inform you without undue delay of any such claim and leave the defence to you where possible.

21. Data protection

21.1 We process personal data as described in the Privacy Notice on undernap.com.

21.2 Send us only the third-party personal data in support that your request needs. If you need a contract under Article 28 GDPR for processing on your behalf, write to us; we will then conclude it separately.

22. Changes to these Terms

22.1 We may change these Terms for a valid reason, for example changes in the law or case law, new features or services, or changes at AI providers or payment providers.

22.2 We notify you of a change for a running subscription in text form at least six weeks in advance. It applies to you if you agree to it, for example in your account. If you do not agree, the previous Terms continue to apply to your running subscription; we may then terminate it under section 8.3.

23. Final provisions

23.1 Law. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

23.2 Language. If the German and the English version differ, the German version prevails.

23.3 Text form. Declarations concerning this contract may be made in text form, for example by email.

23.4 Invalid provisions. If a provision is invalid, the rest of the contract remains valid. The statutory provisions take the place of the invalid provision.