General Terms and Conditions

Updated: 13.01.2026

Parties

  1. Elephant Technologies GmbH, Hardenbergstr. 38, 10623 Berlin

Managing Directors: Niklas Dehio, Melchior Schramm & Dr. Maurice Zomorrodi

(hereinafter “Provider”; Provider and Customer each a “Party” and together the “Parties”)

  1. Customer (Company / Legal Entity)

The legal entity identified in the Stripe Checkout transaction as the purchaser (including the billing details, company name, and address provided in Checkout and/or stored in the Customer’s Stripe profile),

(hereinafter “Customer”).

  1. Subject Matter of the Contract

  1. The subject matter of the contract is the provision, for a fee and limited in time to the duration of the contract, of the use of the Elephant Software (hereinafter also referred to as "Software") within the Customer’s company, in the scope and configuration selected by the Customer during the Stripe Checkout process and as reflected in the corresponding transaction confirmation and invoice.

  2. The Customer's company includes all economically associated companies connected to the Customer (see § 15 AktG [German Stock Corporation Act]).

  3. In the course of fulfilling this contract, the Provider processes personal data. An integral part of this contract is the data processing agreement pursuant to Art. 28(3) GDPR (Annex 1). The Customer’s authorized representatives are the natural persons acting on behalf of the Customer in connection with the Stripe Checkout transaction and the ongoing contractual relationship.

  1. Services of the Provider

  1. The Provider grants the Customer access to the most current version of the software for the agreed number of user accounts with licenses via the internet. The scope of features is determined by the Customer’s selection during the Stripe Checkout process.

  2. The Provider is responsible for the maintenance, functionality, availability, and provisioning of the software during the term of the contract.

  3. The Provider may update and further develop the software at any time, particularly due to changes in legal circumstances, technological developments, or to improve IT security. The Provider will duly consider the legitimate interests of the Customer and inform them in a timely manner about necessary updates.

  4. The Provider is not obligated to customize the software to the individual needs or IT environment of the Customer.

  5. The Provider will regularly perform maintenance on the software and inform the Customer about this ahead of time. Maintenance will usually be conducted outside the Customer's regular business hours unless it must be done at another time for compelling reasons or the Customer has given their consent to it.

  6. The Provider will take state-of-the-art measures to protect the data. However, the Provider has no custodial or fiduciary duties regarding the Customer's data.

  7. The Provider has the right to engage subprocessors, service providers, and services to fulfill its contractual obligations.

  1. Scope and Rights of Use

  1. Physical provision of the software to the Customer does not occur.

  2. The Customer receives non-exclusive, non-sublicensable and non-transferable  rights limited to the duration of the contract to use the most current version of the software. The usage is limited to the contractually agreed number of user accounts.

  3. The Customer does not have a claim to the use of functions developed in the future.

  4. The Customer is and remains the exclusive owner of (i) all content and data submitted in connection with their use of the software, and (ii) all results of their use of the software (including, without limitation, all generated content) and all related intellectual property rights (including, without limitation, copyright) ("the Data").

  1. User Licenses

  1. The Software may only be accessed by users to whom the Customer has assigned at least one valid license corresponding to the license types purchased via Stripe Checkout.

  2. A user account uses a license if the user account has access to the associated features. The customer can manage that access in the Hub.

  3. A license that is in use by an account can at any point in time be transferred to another account.

  1. Compensation and Payment Terms

  1. The prices charged to the Customer are those displayed during the Stripe Checkout process and reflected on the invoice.

  2. Each recurring fee will automatically increase by 5% at the end of the initial minimum term and thereafter at the end of each renewal period. A corresponding increase is based on the remuneration applicable at the end of the respective renewal period.

  1. Contract Duration and Termination

  1. This contract becomes effective on the date of the Customer’s successful completion of the Stripe Checkout process.

  2. The initial minimum contract term is twelve (12) months, commencing on the effective date of the contract.

  3. Every time the contract is not terminated in due time (with three (3) months’ notice prior to the end of the respective minimum contract term) at the end of the applicable contract term in textual form (Textform) to the contact address of the Provider, it will automatically renew for the agreed additional minimum contract term.

  4. Termination via the Stripe customer portal shall satisfy the text form requirement.

  5. The right to terminate the contract without notice for good cause remains unaffected.

  6. The Provider will completely delete all remaining data of the Customer on its servers no later than three months after the termination of the contractual relationship. The Provider has no right to withhold or any lien on the data.

  1. Customer Obligations

  1. The Customer is required to protect and secure the access data transmitted to them and their users against third party access according to the state of the art. The Customer will ensure that use only occurs to the extent agreed upon in the contract. The Customer may access the provided software simultaneously from no more workstations than the number of current user accounts. Unauthorized access must be immediately reported to the Provider.

  2. The Customer is obligated not to transmit any data to the Provider whose use violates applicable law, regulatory orders, third party rights (especially copyright), or agreements with third parties.

  3. The Customer grants the Provider a non-exclusive, revocable right to use the Customer’s name and logo for the Provider’s self-promotional purposes, in particular on the Provider’s website, social media channels, presentations and pitch decks.

  1. Warranty

  1. With regard to granting the use of the software, the warranty provisions of rental law (Sections 535 et seq. of the German Civil Code) apply.

  2. The customer must notify the Provider of any defects immediately.

  3. Warranty for only insignificant impairments of the suitability of the service is excluded.

  1. Liability

  1. The Parties are liable without limitation for intent, gross negligence, and for culpable harm to life, body, or health.

  2. Notwithstanding the cases of unlimited liability under section 1, in the event of slightly negligent breaches of duty, the Parties shall only be liable for the breach of essential contractual obligations, i.e., obligations the fulfillment of which makes the proper execution of the contract possible in the first place or the violation of which endangers the achievement of the purpose of the contract and on the compliance of which the other party regularly relies on, however, limited to the foreseeable damage typical for the contract at the time of conclusion. In any case, the liability of the Provider is limited to three times the owed fee for the months in which the breach of duty occurs.

  3. Notwithstanding gross negligence, the Provider assumes no responsibility for damages resulting from inaccurate, incomplete, or erroneous AI-generated outputs.

  4. Except in cases of gross negligence, the Provider assumes no liability for damages arising from inaccurate, incomplete, or erroneous content in courses provided by the Provider. Use of the course materials is at the Customer's own risk. It is the responsibility of the Customer to verify the accuracy and applicability of the content for their specific purposes.

  5. The aforementioned limitations of liability do not apply to liability under the Product Liability Act or in the context of warranties assumed in writing by a Party.

  6. This clause also applies in favor of the employees, representatives, and organs of the Parties.

  1. Defects in Title; Indemnification

  1. The Provider warrants that the software does not infringe any third party rights. The Provider will indemnify the Customer from all third party claims due to infringements of rights for which the Provider is responsible in connection with the contractual use of the software upon first demand and will reimburse the costs of a reasonable legal defense.

  2. The Customer shall promptly inform the Provider about any third party claims asserted against them due to the contractual use of the software and shall grant the Provider all necessary powers of attorney and authorities to defend against these claims.

  3. The Customer guarantees that the content and data transferred to the Provider, as well as their use and provision by the Provider, do not violate applicable law, regulatory orders, third party rights, or agreements with third parties. The Customer shall indemnify the Provider from any claims made by third parties due to a breach of this provision upon first demand.

  1. Data Protection; Confidentiality

  1. The Parties will comply with the applicable data protection regulations applicable to them.

  2. The processing of personal data of the Customer is governed in the Data Processing Agreement according to Art. 28 (3) GDPR (Annex 1).

  3. The Provider commits to maintaining confidentiality about all confidential information (including trade secrets) learned in connection with this contract and its execution, and not to disclose, pass on, or use such information against third parties in any way. Confidential information refers to information designated as confidential or whose confidentiality is evident from the circumstances, regardless of whether it is communicated in written, electronic, tangible, or oral form. The obligation of confidentiality does not apply to the extent that the Provider is legally or by final or enforceable administrative or court decision obligated to disclose the confidential information.

  1. Support

The Provider will set up a support service for inquiries from the Customer and users regarding the functions of the software. The support service is available during business hours, on weekdays from 10 AM to 7 PM. Inquiries can be made via email to support@elephantcompany.com. The Provider ensures that support inquiries will be answered within 24 hours. Furthermore, the Provider is also available by phone for the Customer.

  1. Service Level; Fault Rectification

  1. The Provider guarantees a total service availability of 99.5% at the point of transfer. 

  2. Availability is defined as the Customer's ability to use all main functions of the software. Maintenance times and times of disruption, while adhering to the rectification time, are considered times of software availability. Times of minor disruptions are not considered in the calculation of availability.

  3. The Customer must report disruptions immediately to the Provider's email address mentioned above (§ 2). Fault reporting and rectification are guaranteed from Monday to Friday (except national holidays) between 9  AM and 7 PM (service times).

  4. For severe disruptions (overall use of the software or a main function of the software is not possible), the Provider will rectify the issue within 2 hours of receiving the notification of the disruption – provided the notification occurs within service hours – even outside of service times (rectification time). If it is foreseeable that rectification of the disruption is not possible within this time frame, the Provider will inform the Customer immediately and communicate the expected duration of the delay.

  5. Other significant disruptions (main or secondary functions of the software are disrupted but can still be used; or other not merely minor disruptions) will be rectified within 12 hours during the service times (rectification time).

  6. The rectification of minor disruptions is at the discretion of the Provider. A minor disruption is any issue that has only a negligible impact on the overall usability or functionality of the software, such as slight delays in non-critical features, typographical errors, or visual inconsistencies, which do not impede the core operation or intended use of the software.

  7. For each completed hour of falling below the monthly availability of services, the Provider incurs a contractual penalty of 30 EUR. The contractual penalty is limited to the amount of compensation due by the Customer for the affected month.

  8. Any other statutory claims of the Customer against the Provider remain unaffected.

  1. Final Provisions

  1. The Customer represents and warrants that it has the full right, power and authority to enter into and perform this contract and to fulfill all obligations arising hereunder.

  2. By completing the Stripe Checkout process, the Customer agrees to this contract and all annexes referenced herein, including in particular the Data Processing Agreement.

  3. Should any provisions of this contract be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The Parties will replace such provisions with valid and enforceable provisions that most closely match the intended economic purpose and the will of the Parties at the time of contract conclusion. The same applies in the case of a contractual gap.

  4. There are no oral or written side agreements to this contract. Modifications of this contract and its annexes require written form.

  5. German law shall apply, excluding its conflict of laws principles.

  6. The exclusive jurisdiction for all disputes arising from or related to this contract is Berlin.