§1
Scope and Competition Clause
(1) These General Terms and Conditions apply to all contracts regarding the provision of Software-as-a-Service (SaaS) and the acquisition of usage rights for virtual units between NeuronCard AC UG (haftungsbeschränkt)i.G. (hereinafter "Provider") and the user (hereinafter "Customer").
(2) The offer is aimed at both consumers within the meaning of § 13 BGB and entrepreneurs within the meaning of § 14 BGB.
(3) Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall not become part of the contract, even if known, unless their validity is explicitly agreed to in writing.
(2) The offer is aimed at both consumers within the meaning of § 13 BGB and entrepreneurs within the meaning of § 14 BGB.
(3) Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall not become part of the contract, even if known, unless their validity is explicitly agreed to in writing.
§2
Conclusion of Contract and Registration
(1) The presentation of services on the website or in the application of the Provider does not constitute a legally binding offer, but an invitation to submit an offer (invitatio ad offerendum).
(2) In electronic business transactions (B2C/Self-Service): By clicking the button "Order with obligation to pay" (or a corresponding clear formulation), the Customer submits a binding offer to conclude a contract. The contract is only concluded upon express declaration of acceptance by the Provider (e.g., by email) or by activation of access to the service.
(3) In individual transactions (B2B): If the Provider submits an individual offer to the Customer, the contract is concluded by the Customer's timely acceptance of this offer (text form sufficient).
(2) In electronic business transactions (B2C/Self-Service): By clicking the button "Order with obligation to pay" (or a corresponding clear formulation), the Customer submits a binding offer to conclude a contract. The contract is only concluded upon express declaration of acceptance by the Provider (e.g., by email) or by activation of access to the service.
(3) In individual transactions (B2B): If the Provider submits an individual offer to the Customer, the contract is concluded by the Customer's timely acceptance of this offer (text form sufficient).
§3
Subject Matter and Availability (SLA)
(1) The Provider provides the Customer with access to the software via the Internet as "Software-as-a-Service" for the duration of the contract. The scope of functions results from the service description valid at the time of conclusion of the contract.
(2) AI Learning Content: Insofar as the software provides functions for generating learning content using Artificial Intelligence (AI), the Provider owes the effort to generate suitable content according to the state of the art, but not a specific learning success for the Customer.
(3) Availability: The Provider guarantees an availability of the SaaS services of 98% on an annual average. Excluded from this are times when the server cannot be reached due to technical or other problems outside the Provider's sphere of influence (force majeure, third-party fault, etc.). Also excluded are planned maintenance works, which are carried out - as far as possible - outside of main usage times.
(4) Virtual Units ("Credits"):
a) Within the scope of the service, the Customer can acquire virtual units (hereinafter "Credits") for a fee or receive them as part of a subscription.
b) These Credits represent a contractually granted right of use to utilize certain additional functions within the software.
c) Credits do not represent e-money and have no monetary value. A re-exchange into legal tender is excluded, unless a statutory right of withdrawal exists.
d) The right of use for Credits expires upon termination of the contractual relationship.
(2) AI Learning Content: Insofar as the software provides functions for generating learning content using Artificial Intelligence (AI), the Provider owes the effort to generate suitable content according to the state of the art, but not a specific learning success for the Customer.
(3) Availability: The Provider guarantees an availability of the SaaS services of 98% on an annual average. Excluded from this are times when the server cannot be reached due to technical or other problems outside the Provider's sphere of influence (force majeure, third-party fault, etc.). Also excluded are planned maintenance works, which are carried out - as far as possible - outside of main usage times.
(4) Virtual Units ("Credits"):
a) Within the scope of the service, the Customer can acquire virtual units (hereinafter "Credits") for a fee or receive them as part of a subscription.
b) These Credits represent a contractually granted right of use to utilize certain additional functions within the software.
c) Credits do not represent e-money and have no monetary value. A re-exchange into legal tender is excluded, unless a statutory right of withdrawal exists.
d) The right of use for Credits expires upon termination of the contractual relationship.
§4
Remuneration and Payment Terms
(1) The remuneration for the use of SaaS services and for the acquisition of Credits is to be paid in advance. Due date occurs immediately upon conclusion of the contract or at the beginning of the respective billing period.
(2) The Customer can only make payments using the payment methods accepted by the Provider.
(3) The Customer is only entitled to set-off if his counterclaims have been legally established, are undisputed or recognized by the Provider. A right of retention is excluded unless the counterclaims are based on the same contractual relationship.
(2) The Customer can only make payments using the payment methods accepted by the Provider.
(3) The Customer is only entitled to set-off if his counterclaims have been legally established, are undisputed or recognized by the Provider. A right of retention is excluded unless the counterclaims are based on the same contractual relationship.
§5
Customer Obligations and Indemnification
(1) The Customer is responsible for creating the technical prerequisites (e.g., internet connection, current browser, compatible hardware) to use the software.
(2) Copyrights on Content: If the Customer inputs own content (e.g., texts, data) into the software to have learning content generated, he assures that he is authorized to do so and violates no third-party rights (esp. copyright, personality or trademark rights).
(3) Indemnification: The Customer indemnifies the Provider against all claims of third parties asserted against the Provider due to a legal violation by the content posted by the Customer. The indemnification also includes the costs of a reasonable legal defense.
(4) The Customer is obliged to keep his access data secret and protect it from access by third parties.
(2) Copyrights on Content: If the Customer inputs own content (e.g., texts, data) into the software to have learning content generated, he assures that he is authorized to do so and violates no third-party rights (esp. copyright, personality or trademark rights).
(3) Indemnification: The Customer indemnifies the Provider against all claims of third parties asserted against the Provider due to a legal violation by the content posted by the Customer. The indemnification also includes the costs of a reasonable legal defense.
(4) The Customer is obliged to keep his access data secret and protect it from access by third parties.
§6
Granting of Rights of Use
(1) The Provider grants the Customer a simple, non-transferable right, limited in time to the duration of the contract, to use the software for own purposes.
(2) Sublicensing, renting or other transfer of the software or access to third parties is not permitted.
(3) The Customer is not entitled to reproduce, edit or decompile the source code of the software, unless this is mandatorily permitted by law (§ 69e UrhG).
(2) Sublicensing, renting or other transfer of the software or access to third parties is not permitted.
(3) The Customer is not entitled to reproduce, edit or decompile the source code of the software, unless this is mandatorily permitted by law (§ 69e UrhG).
§7
Contract Term and Termination
(1) Subscription with 4-week term: The contract has a fixed term of four (4) weeks. It renews automatically by another four weeks if not terminated before the end of the respective billing period. Termination is possible at any time to the end of the current period.
(2) Subscription with 1-year term:
a) The contract has a fixed minimum term of one (1) year. It renews automatically for an indefinite period after the minimum term expires.
b) The contract can be terminated with a notice period of one (1) month to the end of the minimum term.
c) After automatic renewal for an indefinite period, the contract can be terminated at any time with a notice period of one month.
(3) Extraordinary Termination: The right of both parties to extraordinary termination for good cause (§ 314 BGB) remains unaffected. A good cause for the Provider exists in particular if:
a) the Customer is in default with the payment of remuneration for two consecutive dates or a significant part of the remuneration;
b) the Customer violates essential duties (e.g., prohibition of multiple use, misuse of license) despite warning.
(4) Any termination requires text form (e.g., email) to be effective or can be done via the corresponding button in the customer account ("Termination Button").
(2) Subscription with 1-year term:
a) The contract has a fixed minimum term of one (1) year. It renews automatically for an indefinite period after the minimum term expires.
b) The contract can be terminated with a notice period of one (1) month to the end of the minimum term.
c) After automatic renewal for an indefinite period, the contract can be terminated at any time with a notice period of one month.
(3) Extraordinary Termination: The right of both parties to extraordinary termination for good cause (§ 314 BGB) remains unaffected. A good cause for the Provider exists in particular if:
a) the Customer is in default with the payment of remuneration for two consecutive dates or a significant part of the remuneration;
b) the Customer violates essential duties (e.g., prohibition of multiple use, misuse of license) despite warning.
(4) Any termination requires text form (e.g., email) to be effective or can be done via the corresponding button in the customer account ("Termination Button").
§8
Price Adjustment
(1) The Provider is entitled to reasonably increase the fees for recurring services (subscriptions) if the production costs (esp. server costs, costs for third-party interfaces/APIs, personnel and administrative costs) increase.
(2) Price increases will be announced to the Customer in text form at least six weeks before they take effect.
(3) If the price increase exceeds 5% of the previous price, the Customer has a special right of termination, which he can exercise until the time the price increase takes effect.
(2) Price increases will be announced to the Customer in text form at least six weeks before they take effect.
(3) If the price increase exceeds 5% of the previous price, the Customer has a special right of termination, which he can exercise until the time the price increase takes effect.
§9
Warranty and Liability for Defects
(1) Unless otherwise regulated in these GTC, warranty claims are governed by the statutory provisions of tenancy law (§§ 535 ff. BGB).
(2) Exclusion of strict liability: The Provider's strict liability for damages (§ 536a Para. 1, 1st alternative BGB) for defects present at the conclusion of the contract is excluded. The Provider is only liable in this respect in case of fault.
(3) For entrepreneurs (§ 14 BGB), the following applies additionally:
a) Defect claims expire within one (1) year from the statutory start of limitation.
b) The limitation reduction does not apply to damages based on a grossly negligent or intentional breach of duties by the Provider, his legal representative or his vicarious agent as well as in case of injury to life, body or health.
(2) Exclusion of strict liability: The Provider's strict liability for damages (§ 536a Para. 1, 1st alternative BGB) for defects present at the conclusion of the contract is excluded. The Provider is only liable in this respect in case of fault.
(3) For entrepreneurs (§ 14 BGB), the following applies additionally:
a) Defect claims expire within one (1) year from the statutory start of limitation.
b) The limitation reduction does not apply to damages based on a grossly negligent or intentional breach of duties by the Provider, his legal representative or his vicarious agent as well as in case of injury to life, body or health.
§10
Limitation of Liability
(1) The Provider is liable without limitation for damages arising from injury to life, body or health as well as for damages based on intent or gross negligence. Liability under the Product Liability Act also remains unaffected.
(2) Slight Negligence: In case of slight negligence, the Provider is only liable for breach of an essential contractual obligation (cardinal duty). A cardinal duty is a duty whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely.
(3) In cases of slight negligence according to Paragraph 2, liability is limited in amount to the foreseeable, contract-typical damage at the time of conclusion of the contract.
(4) Data Loss: Liability for data loss is limited to the typical recovery effort that would have occurred with regular and risk-appropriate creation of backup copies by the Customer.
(5) The above liability limitations also apply in favor of the legal representatives and vicarious agents of the Provider.
(2) Slight Negligence: In case of slight negligence, the Provider is only liable for breach of an essential contractual obligation (cardinal duty). A cardinal duty is a duty whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely.
(3) In cases of slight negligence according to Paragraph 2, liability is limited in amount to the foreseeable, contract-typical damage at the time of conclusion of the contract.
(4) Data Loss: Liability for data loss is limited to the typical recovery effort that would have occurred with regular and risk-appropriate creation of backup copies by the Customer.
(5) The above liability limitations also apply in favor of the legal representatives and vicarious agents of the Provider.
§11
Final Provisions
(1) Applicable Law: The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG). For consumers, this choice of law only applies insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has his habitual residence is not withdrawn (favorability principle).
(2) Jurisdiction: If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Provider is the Provider's seat.
(3) Dispute Resolution: The European Commission provides a platform for Online Dispute Resolution (ODR): https://ec.europa.eu/consumers/odr/. We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.
(4) Severability Clause: Should a provision of these General Terms and Conditions be invalid, the contract remains valid in all other respects. Instead of the invalid provision, the relevant statutory provisions shall apply.
(2) Jurisdiction: If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Provider is the Provider's seat.
(3) Dispute Resolution: The European Commission provides a platform for Online Dispute Resolution (ODR): https://ec.europa.eu/consumers/odr/. We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.
(4) Severability Clause: Should a provision of these General Terms and Conditions be invalid, the contract remains valid in all other respects. Instead of the invalid provision, the relevant statutory provisions shall apply.