Terms and Conditions
1. Scope and Subject Matter
1.1 These terms and conditions (hereinafterreferred to as "TCs") govern the legal relationship between you (the"Customer" or "you") and GreenBitAI GmbH, Waldhornweg 27a,14480 Potsdam, Germany ("GreenBitAI", "we" or"us") when you access and use our services, including any content,functionality, software, application programming interface, tool, data,documentation, websites and services offered on or through GreenBitAI (the"Services"). These TCs shall apply exclusively; deviating Customerterms shall not apply except if we have expressly confirmed their applicationin writing.
1.2 These TCs (as updated from time to time) shallalso govern all future transactions between you and us.
1.3 The Services to be provided by GreenBitAI areset out in product descriptions (the "Product Descriptions" asupdated from time to time) in the online ordering pages (for Services orderedthrough our website, the "Online Services") or a separate writtenorder form which has been agreed between the Parties (together the "OrderForm"). The Order Form has precedence over the terms of these TCs.
1.4 The Order Form submitted by the Customer toGreenBitAI shall constitute a binding offer to enter into a contract withGreenBitAI on the provision of the Services identified in the Order Form.GreenBitAI can accept such offer (and thereby establish a binding contract) byproviding the Customer with a corresponding order confirmation or by way ofallowing the Customer the use of the Services online in case of OnlineServices.
2. Registration and Access
2.1 To use the Services Customers must registerwith GreenBitAI and create an account, providing all required data andinformation in an accurate and complete manner.
2.2 By registering, Customers agree to be fullyresponsible for all activities conducted through their account or using theiraccess credentials.
2.3 GreenBitAI reserves the right, at its owndiscretion, to suspend or delete at any time and without notice, Customeraccounts which it deems inappropriate, offensive or in violation of these TCs.
3. Services of GreenBitAI
3.1 GreenBitAI will provide the Services asspecified in the Order Form and in accordance with the respective ProductDescription. GreenBitAI shall be entitled to determine the manner and means ofperforming and providing the Services at its own reasonable discretion,provided that the Services shall meet the material requirements as set out inthe Product Description. Unless expressly agreed otherwise in the Order Form,the statutory terms for works contracts shall not apply to the Services andthey shall not be subject to an acceptance procedure.
3.2 Unless expressly agreed otherwise in the OrderForm, the Services are standard services which GreenBitAI makes available in astandard format to multiple Customers. GreenBitAI may from time to timeimprove, modify, extend and enhance the Services (while retaining their corefunctions as specified in the Product Description). In that case, GreenBitAIwill update the Product Description accordingly and notify the Customer of suchchanges reasonably in advance of their implementation.
3.3 Dates and time periods set out in the OrderForm or communicated otherwise by GreenBitAI are non-binding estimates unlessit is expressly agreed between the parties in text form that they are binding.
3.4 GreenBitAI may temporarily suspend theCustomer's access to the Services if and in so far as GreenBitAI reasonablyconsiders such suspension to be required to stop or reduce a material risk tothe Services or the GreenBitAI platforms or systems used to provide theServices (the "GreenBitAI Systems") or any Customer systems or data.GreenBitAI will inform the Customer of such suspension without undue delay andwill reinstate the Customer's access to the Services as soon as the risk doesno longer apply.
3.5 The Services of GreenBitAI are designed only astools using artificial intelligence. No specific Output are owed by GreenBitAIto the user when using the Services. The Services do not claim to meet allCustomer expectations for every situation. The Output made available to theuser when using the Services therefore do not claim to be complete, accurate ortrue. Any of such Output must therefore be reviewed by the Customer for its usecase and the Output does not replace the Customer's own considerations,evaluations and actions.
4. Intellectual Property Rights
4.1 All software, data bases, documents,information, algorithms, processes, prototypes, ideas, knowhow, patents,trademarks or other work results ("IP") used by GreenBitAI to providethe Services or made available to the Customer by GreenBitAI are owned byGreenBitAI or its licensors ("GreenBitAI IP"). GreenBitAI does notgrant any licenses in the GreenBitAI IP or any other rights to use theGreenBitAI IP to the Customer.
4.2 Where GreenBitAI as part of its Services makesGreenBitAI IP available to the Customer, GreenBitAI grants the Customer(subject to the payment of the Service Charges, cf. Section 6 of these TCs) anon-exclusive, non-sublicensable, non-transferable, revocable and limited rightto use such GreenBitAI IP strictly for the purpose of using the Services agreedin an Order Form and for the term set out in Section 11. Any other rights ofthe Customer in the GreenBitAI IP are excluded. Nothing in these TCs shalllimit or exclude GreenBitAI's right to use the GreenBitAI IP or any othermaterials developed, used or provided by GreenBitAI under these TCs for its ownbusiness purposes or for other customers.
4.3 Where as an outcome of the Customer's use ofthe Services certain results (e.g. pictures, text, software, graphics,presentations, documents, data, works of art, or IP) are created through theServices (collectively, the "Output"), GreenBitAI (except asexpressly stated otherwise herein) claims no rights to such Output and imposesno restrictions on the Customer regarding the use of the Output unlessotherwise agreed in an agreement with the Customer. The Customer shall beresponsible for such Output and its compliance with applicable law andapplicable third party rights. In particular, GreenBitAI does not warrant thatany Output is free of, or does not infringe, third party rights.
4.4 The Customer must ensure that any information,pictures, text, software, graphics, presentations, documents, work results, IPor other data the Customer provides in the course of using the Services(collectively "Input"), e.g. Input that the Customer uploads toGreenBitAI or processes through the Services, comply with all applicable lawsand regulations, the terms of these TCs, and are not illegal, immoral ordefamatory (e.g. do not include defamatory, pornographic, racist or violentcontent). The Customer confirms and commits that the Input and its use with theServices does not infringe any third party intellectual property or privacyrights and that the Customer is entitled to use the Input with the Services. Ifthe Customer breaches its obligations under this Section 4.4, GreenBitAI mayremove, delete or block the Input at its own discretion and, without priornotice, deny the Customer access to the Services.
4.5 Customers must not (i) reverse engineer,decompile, translate or otherwise attempt to discover the source code orunderlying components of the Services or GreenBitAI's IP (except to the extentpermitted under applicable mandatory law); (ii) use the Services in a way thatinfringes, misappropriates or violates any third party rights; (iii) use anyOutput from the Services to develop applications or services that compete withthe Services offered by GreenBitAI; or (iv) use automated methods to extractinformation, data or result from the GreenBitAI website or the Services,including by means of scraping, harvesting, or web data extraction.
4.6 Unless agreed otherwise (e.g. in these TCs)GreenBitAI will only store Input or Output on its servers to the extentrequired to provide the Services.
4.7 In the provision of the Services (and withoutprejudice to Section 4.2 above), GreenBitAI may use open source softwarecomponents which may be subject to specific open sources license terms. Whererelevant for the Customer, GreenBitAI will disclose such open source licenseterms to the Customer.
5. Customer Obligations
5.1 The Customer shall use the Services solely forthe purposes established in the respective Order Form and Product Description.
5.2 The Customer shall reasonably supportGreenBitAI in the provision of the Services as further set out in the ProductDescription. In addition, the Customer shall provide GreenBitAI with access toCustomer's information, data, systems, personnel and premises as reasonablyrequired by GreenBitAI for the provision of the Services. The Customer shallmake decisions and provide feedback relating to the Services within areasonable time period after receipt of a corresponding request by GreenBitAI.
5.3 Where to use the Services the Customer needs toconnect to GreenBitAI Systems or platforms the Customer is responsible forestablishing and maintaining the data connection between the interface of therelevant GreenBitAI Systems to the internet and the Customer's systems.
5.4 If the Customer fails to perform the Customerobligations, then the obligations of GreenBitAI which cannot be renderedwithout such Customer performance (or only by incurring disproportionateadditional expenses) shall be suspended for the duration of such default and areasonable start-up period. Additional expenses reasonably incurred byGreenBitAI shall be reimbursed by the Customer on a time and material basisapplying the rates set out in the Order Form.
6. Service Charges, Terms of Payment and Credits
6.1 The Customer shall pay the fees for theServices as set out in the Order Form ("Service Charges"). Unlessstated otherwise in the Order Form are exclusive of applicable VAT which thecustomer shall pay in addition to the Service Charges.
6.2 GreenBitAI will invoice recurring lump sumService Charges in advance prior to the beginning of the time period to whichthey relate ("Service Period"). If applicable, Service Charges fortime & material services will be invoiced monthly in arrears.
6.3 If applicable, expenses and disbursements shallbe invoiced additionally in accordance with the principles set out in the OrderForm. Where Service Charges are invoiced on a time & material basis,GreenBitAI will charge units of 15 minutes; travel time shall be chargeable asworking time.
6.4 Unless otherwise agreed in the Order Form,invoices are due for payment within 14 days of receipt of the invoice by theCustomer.
6.5 For certain Services the Customer receives fromGreenBitAI a specific number of credits as set out in the Order Form("Credits"). The Customer may use these Credits for obtainingServices during the respective Service Period. The Customer may roll overremaining Credits to the next Service Period, unless expressly agreed otherwisein the Order Form. If the Credits are used up, the Customer can purchaseadditional Credits; details are set out in the Order Form. The creditspurchased by the client are not refundable nor exchangeable. The Credit Systemand the measurement of individual Credits may differ depending on the type ofService.
7. Defects
7.1 Services provided by GreenBitAI willessentially comply with the description in the Order Form and the ProductDescription. However, the Services are subject to continuous modification andimprovement. The parties therefore agree that the Services may contain errorsand malfunctions and that they may not comply in all aspects with generalmarket standards, public statements, announcements or advertisements byGreenBitAI. GreenBitAI provides the Services to Customer "as is" andexcept as expressly set out otherwise herein, the statutory liability fordefects shall be excluded. The Customer acknowledges that the Services may notbe fit for the purpose intended by the Customer, and that the Customer, beingaware of this, uses the Services in its own responsibility and at its own risk.
7.2 If the Customer detects any defects in theServices, it shall notify GreenBitAI (in writing or text form) thereof withoutundue delay and shall provide a comprehensive description of the defects andthe time and circumstances of their occurrence. GreenBitAI will use reasonablecommercial efforts to (in its sole discretion) either remedy/correct the defect(if reasonable) or provide the affected Service (or part of the Service) againwithout defects and at no extra charge to the Customer. If an attempted remedyhas failed for the third time, the Customer is entitled to reduce the ServiceCharge for the affected Service appropriately. Further claims for defects shallbe excluded.
7.3 The Customer's rights due to defects areexcluded, if the Customer has modified the Services or has not used theServices in accordance with the requirements set out in the Product Descriptionor otherwise agreed between the parties, except if the Customer proves that thedefect was not caused by such modification or non-compliance.
7.4 GreenBitAI may charge the Customer at theagreed rates for efforts and expenses incurred by GreenBitAI for theinvestigation or elimination of defects which were caused by the Customer orits delegates.
7.5 The limitation period for claims based ondefects shall be 12 months from the occurrence of the defect, or (if theService is subject to an acceptance) from Acceptance.
8. Limitation of Liability
8.1 GreenBitAI's liability for damages resultingfrom injury to life, limb or health as well as for intent, gross negligence and- insofar as applicable - in accordance with the German Product Liability Act(Produkthaftungsgesetz) shall be unlimited in accordance with the statutoryprovisions.
8.2 In cases of simple/normal negligence,GreenBitAI shall only be liable if essential contractual obligations("cardinal obligations") have been breached and in these casesGreenBitAI's liability shall be limited to the damages which were reasonablyforeseeable.
8.3 GreenBitAI's liability pursuant to Section 8.2shall be limited to a total maximum amount equal to 50% of the Service Chargesthe Customer has paid to GreenBitAI for the Services during the 12 monthsperiod immediately preceding the damaging event. Except in the cases set out inSection 8.1, GreenBitAI's liability for indirect and consequential damages(including loss of profit) shall be excluded entirely.
8.4 The limitations of liability set forth in thisSection 8 shall apply to all claims for damages or compensation under or inrelation to the Services irrespective of the legal grounds of such claims.
8.5 Any other liability of GreenBitAI shall beexcluded.
9. Confidentiality
9.1 Each party agrees that all information receivedfrom the other party under these TCs which is (i) marked as confidential or(ii) from an objective perspective must be considered to be confidential, shallbe maintained in confidence and shall not be disclosed to others. The receivingparty agrees that without the prior written consent of the other party it willnot use such information for any purpose other than the fulfillment of thiscontract.
9.2 Each party shall use no lesser standard of careto protect the confidentiality of information received from the other partythan it uses to protect its own confidential information, and shall limitdisclosure of such information to those of its group companies, personnel andconsultants who have an actual need to know for purposes related to thiscontract and who have a written obligation to protect the confidentiality ofsuch information.
9.3 Upon termination of the contract, each partywill return to the other party such party's confidential information and dataand will delete all copies of such information/data under its and itssubcontractors' control (subject to applicable retention requirements).
9.4 GreenBitAI shall, subject to applicablemandatory data protection requirements, be entitled to retain data uploaded tothe GreenBitAI Systems or otherwise provided by the Customer or collected byGreenBitAI in the course of providing the Services and to use such data inanonymized/pseudonymized format for its business purposes including to improveits artificial intelligence applications.
10. Data Protection
10.1 GreenBitAI will comply with all applicabledata protection requirements. Please see for further details the GreenBitAIData Protection Policy under our Privacy Policy section.
10.2 Where GreenBitAI in providing the Servicesacts as a data processor pursuant to Art. 28 GDPR, GreenBitAI and Customer willenter into a data processing agreement in accordance with the requirements ofArt. 28 GDPR.
11. Term and Termination
11.1 The contract between GreenBitAI and theCustomer enters into force upon GreenBitAI's acceptance of the Order Formsubmitted by the Customer. Unless agreed otherwise in the Order Form, thecontract continues to apply for an indefinite period of time. It can beterminated by each party in writing with a notice period of four (4) weeks tothe end of a calendar quarter. Any ordinary termination is excluded during anyminimum contract term the parties may have agreed in the Order Form.
11.2 Each party's statutory right to terminate thiscontract for good cause with immediate effect shall remain unaffected. A breachof contract shall only entitle a party to terminate the contract for good causeif the other party has breached a material obligation and – provided that thebreach is curable – has failed to cure the breach within a reasonable graceperiod of at least twenty working days from receipt of a corresponding writtenwarning notice served by the terminating party.
12. Final Provisions
12.1 Collateral agreements and amendments to theseTCs must be made in writing. This also applies to a waiver of this written formrequirement. Where these TCs establish a written form requirement, text formshall be sufficient unless expressly provided otherwise (e.g. by reference toSection 126 German Civil Code).
12.2 GreenBitAI reserves the right to transfer,assign or dispose of by novation any or all rights or obligations under theseT&Cs, taking the Customers' legitimate interests into account. The Customermay not assign to any third party any of its rights under the contract in wholeor in part without the prior written consent of GreenBitAI.
12.3 GreenBitAI shall be entitled to involvesubcontractors in the provision of the Services.
12.4 Unless agreed otherwise in the Order Form, theplace of performance for Services shall be the business seat of GreenBitAI.
12.5 Offsetting and retention rights of theCustomer shall be excluded. This shall not apply if its correspondingcounterclaims have been confirmed by a final court order or acknowledged byGreenBitAI in writing.
12.6 GreenBitAI shall be entitled to update andchange these TCs from time to time. In this case, GreenBitAI will inform theCustomer of such changes with a notice period of at least six (6) weeks beforesuch changes become effective. If the Customer does not object in writing tothe changes within four (4) weeks from receipt of the notice, the changes shallbe deemed approved. If the Customer objects to the changes, the changes willnot become effective between GreenBitAI and the Customer but GreenBitAI shall,within four (4) weeks from receipt of the objection, be entitled to terminatethis contract with a notice period of six (6) weeks to the end of a month.
12.7 German law shall apply, excluding its conflictof laws rules and the UNCISG. The courts competent for Potsdam shall haveexclusive jurisdiction over all matters relating to these TCs.
12.8 If any provision of these TCs should beinvalid in whole or in part or if these TCs contain any omission, theeffectiveness of the remaining provisions shall not be affected. The invalid oromitted provision shall be replaced with retroactive effect by an effective andenforceable provision which most closely legally and financially approximatesto what the parties intended or would have intended if they had taken suchinvalidity into account when agreeing these TCs.
