§ 1 Scope
(1) These General Terms and Conditions ("GTC") apply to all business relationships between Elephant Technologies GmbH, Donaustraße 44, 12043 Berlin ("Provider") and its customers ("Customer") regarding the provision of the Software-as-a-Service solutions Elephant Platform, Elephant AI Coursebuilder, Elephant Hub and the Elephant Mobile App (collectively, the "Platform").
(2) These GTC apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of § 14 of the German Civil Code (BGB).
(3) Differing, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.
§ 2 Conclusion of Contract
(1) The presentation of services on the Provider's website does not constitute a binding offer, but an invitation to submit an offer.
(2) The contract is concluded by the Customer's order and the Provider's written order confirmation, by mutual signing of an order form, or by self-service checkout via the Platform.
(3) For the self-service tariff of the AI Coursebuilder, the contract is concluded upon completion of the online order process and confirmation by the Provider.
§ 3 Scope of Services
(1) The Provider makes the Platform available to the Customer for the contract term agreed in the order form. The exact scope of functions is determined by the respective service description and the booked tariff.
(2) The Provider is entitled to continuously develop the Platform and to add, adapt or replace functions with functionally equivalent alternatives, provided that the contractually agreed scope of services is not materially restricted.
(3) The Provider owes Platform availability of 99.5% on annual average; this excludes announced maintenance windows and outages for which the Provider is not responsible. Separate Service Level Agreements (SLA) according to the order form apply to enterprise customers.
§ 4 Rights of Use
(1) The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right for the duration of the contract to use the Platform for the number of users agreed in the contract.
(2) The Customer is prohibited from making the Platform available to third parties — with the exception of its own employees and contracted subcontractors — from reverse-engineering, decompiling the Platform or circumventing its security mechanisms.
(3) Content uploaded to the Platform by the Customer (documents, course material, media files) remains the Customer's property. The Customer grants the Provider a simple right, limited to the duration of the contract, to process this content in order to provide the contractually agreed services.
§ 5 Fees and Payment Terms
(1) Fees are based on the tariff agreed in the order form or online checkout. All prices are exclusive of statutory VAT.
(2) Unless otherwise agreed, fees for self-service tariffs are debited monthly in advance by credit card or SEPA direct debit. For enterprise contracts, invoicing takes place as agreed in the order form.
(3) Invoices are due for payment within 14 days of the invoice date without deduction. In the event of late payment, the Provider is entitled to charge default interest at the statutory rate and, after an unsuccessful reminder, to temporarily suspend access to the Platform.
§ 6 Contract Term and Termination
(1) The contract term results from the order form or the chosen self-service tariff. Unless otherwise agreed, the minimum term is twelve (12) months.
(2) The contract is automatically extended by a further twelve (12) months unless terminated in text form with three months' notice to the end of the respective contract term.
(3) Self-service tariffs can be terminated at any time at the end of the current billing period via the self-service console.
(4) The right to extraordinary termination for good cause remains unaffected.
§ 7 Customer Obligations
The Customer ensures that it only uploads content to the Platform for which it holds the necessary rights of use, and that such content does not violate applicable law or third-party rights. The Customer protects its access credentials against unauthorised access by third parties.
§ 8 Data Protection and Data Processing
(1) The processing of personal data is carried out in accordance with the Provider's privacy policy and the data processing agreement (DPA) to be concluded between the parties pursuant to Art. 28 GDPR.
(2) The Provider takes appropriate technical and organisational measures to protect the data pursuant to Art. 32 GDPR.
§ 9 Warranty and Liability
(1) The Provider is liable without limitation for damages arising from injury to life, body or health resulting from a negligent or intentional breach of duty by the Provider, as well as for damages covered by liability under the German Product Liability Act.
(2) Otherwise, the Provider is only liable for intent and gross negligence. In cases of simple negligence, the Provider is only liable for damages arising from the breach of essential contractual obligations (cardinal duties); in this case, liability is limited to the foreseeable damage typical for the contract.
(3) The aforementioned limitations of liability also apply for the benefit of the Provider's vicarious agents and legal representatives.
§ 10 Confidentiality
The parties undertake to keep confidential all information marked as confidential or confidential by its nature that becomes known to them in the course of contract performance, and to use it only for the purposes of contract performance. This obligation also applies beyond the end of the contract.
§ 11 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.
(3) Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions.
(4) Amendments and additions to these GTC must be made in text form.