Terms and Conditions
1. Scope and Subject Matter
1.1 These terms and conditions (hereinafter referred 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 Customer terms shall not apply except if we have expressly confirmed their application in writing.
1.2 These TCs (as updated from time to time) shall also govern all future transactions between you and us.
1.3 The Services to be provided by GreenBitAI are set out in product descriptions (the "Product Descriptions" as updated from time to time) in the online ordering pages (for Services ordered through our website, the "Online Services") or a separate written order 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) by providing the Customer with a corresponding order confirmation or by way of allowing the Customer the use of the Services online in case of OnlineServices.
2. Registration and Access
2.1 To use the Services, customers must register with GreenBitAI and create an account, providing all required data and information in an accurate and complete manner.
2.2 By registering, Customers agree to be fully responsible for all activities conducted through their account or using their access credentials.
2.3 GreenBitAI reserves the right, at its own discretion, to suspend or delete at any time and without notice, Customer accounts which it deems inappropriate, offensive or in violation of these TCs.
3. Services of GreenBitAI
3.1 GreenBitAI will provide the Services as specified in the Order Form and in accordance with the respective ProductDescription. GreenBitAI shall be entitled to determine the manner and means of performing and providing the Services at its own reasonable discretion, provided that the Services shall meet the material requirements as set out in the Product Description. Unless expressly agreed otherwise in the Order Form, the statutory terms for works contracts shall not apply to the Services and they 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 a standard format to multiple Customers. GreenBitAI may, from time to time, improve, 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 such changes 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 unless it 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 reasonably considers such suspension to be required to stop or reduce a material risk to the 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 and will reinstate the Customer's access to the Services as soon as the risk does no longer apply.
3.5 The Services of GreenBitAI are designed only as tools using artificial intelligence. No specific Outputs 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 the user when using the Services therefore does not claim to be complete, accurate or true. Any of such Output must therefore be reviewed by the Customer for its use case 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 provide the Services or made available to the Customer by GreenBitAI are owned byGreenBitAI or its licensors ("GreenBitAI IP"). GreenBitAI does not grant 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 right to use such GreenBitAI IP strictly for the purpose of using the Services agreed in an Order Form and for the term set out in Section 11. Any other rights of the Customer in the GreenBitAI IP are excluded. Nothing in these TCs shall limit or exclude GreenBitAI's right to use the GreenBitAI IP or any other materials developed, used or provided by GreenBitAI under these TCs for its own business purposes or for other customers.
4.3 Whereas an outcome of the Customer's use of the 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 as expressly stated otherwise herein) claims no rights to such Output and imposes no restrictions on the Customer regarding the use of the Output unless otherwise agreed in an agreement with the Customer. The Customer shall be responsible for such Output and its compliance with applicable law and applicable third party rights. In particular, GreenBitAI does not warrant that any 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 laws and regulations, the terms of these TCs, and are not illegal, immoral or defamatory (e.g. do not include defamatory, pornographic, racist or violent content). The Customer confirms and commits that the Input and its use with theServices does not infringe any third party intellectual property or privacy rights and that the Customer is entitled to use the Input with the Services. If the Customer breaches its obligations under this Section 4.4, GreenBitAI may remove, delete or block the Input at its own discretion and, without prior notice, 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 or underlying components of the Services or GreenBitAI's IP (except to the extent permitted under applicable mandatory law); (ii) use the Services in a way that infringes, misappropriates or violates any third party rights; (iii) use anyOutput from the Services to develop applications or services that compete with the Services offered by GreenBitAI; or (iv) use automated methods to extract information, 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 extent required to provide the Services.
4.7 In the provision of the Services (and without prejudice to Section 4.2 above), GreenBitAI may use open source software components which may be subject to specific open source license terms. Where relevant for the Customer, GreenBitAI will disclose such open source license terms to the Customer.
5. Customer Obligations
5.1 The Customer shall use the Services solely for the 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 reasonably required by GreenBitAI for the provision of the Services. The Customer shall make decisions and provide feedback relating to the Services within a reasonable time period after receipt of a corresponding request by GreenBitAI.
5.3 Where to use the Services the Customer needs to connect to GreenBitAI Systems or platforms the Customer is responsible for establishing and maintaining the data connection between the interface of the relevant GreenBitAI Systems to the internet and the Customer's systems.
5.4 If the Customer fails to perform the Customer obligations, then the obligations of GreenBitAI which cannot be rendered without such Customer performance (or only by incurring disproportionate additional expenses) shall be suspended for the duration of such default and a reasonable start-up period. Additional expenses reasonably incurred byGreenBitAI shall be reimbursed by the Customer on a time and material basis applying 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"). Unless stated otherwise in the Order Form are exclusive of applicable VAT which the customer 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 which they relate ("Service Period"). If applicable, Service Charges fortime & material services will be invoiced monthly in arrears.
6.3 If applicable, expenses and disbursements shall be 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 as working 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 over remaining Credits to the next Service Period, unless expressly agreed otherwise in the Order Form. If the Credits are used up, the Customer can purchase additional Credits; details are set out in the Order Form. The credits purchased by the client are not refundable nor exchangeable. The Credit System and the measurement of individual Credits may differ depending on the type ofService.
7. Defects
7.1 Services provided by GreenBitAI will essentially comply with the description in the Order Form and the ProductDescription. However, the Services are subject to continuous modification and improvement. The parties therefore agree that the Services may contain errors and malfunctions and that they may not comply in all aspects with general market standards, public statements, announcements or advertisements byGreenBitAI. GreenBitAI provides the Services to Customer "as is" and except as expressly set out otherwise herein, the statutory liability for defects shall be excluded. The Customer acknowledges that the Services may not be fit for the purpose intended by the Customer, and that the Customer, being aware 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 without undue delay and shall provide a comprehensive description of the defects and the time and circumstances of their occurrence. GreenBitAI will use reasonable commercial efforts to (in its sole discretion) either remedy/correct the defect(if reasonable) or provide the affected Service (or part of the Service) again without defects and at no extra charge to the Customer. If an attempted remedy has failed for the third time, the Customer is entitled to reduce the ServiceCharge for the affected Service appropriately. Further claims for defects shall be excluded.
7.3 The Customer's rights due to defects are excluded, if the Customer has modified the Services or has not used theServices in accordance with the requirements set out in the Product Description or otherwise agreed between the parties, except if the Customer proves that the defect was not caused by such modification or non-compliance.
7.4 GreenBitAI may charge the Customer at the agreed rates for efforts and expenses incurred by GreenBitAI for the investigation or elimination of defects which were caused by the Customer or its delegates.
7.5 The limitation period for claims based on defects 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 resulting from 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 statutory provisions.
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 reasonably foreseeable.
8.3 GreenBitAI's liability pursuant to Section 8.2shall be limited to a total maximum amount equal to 50% of the Service Charges the Customer has paid to GreenBitAI for the Services during the 12 months period 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 in relation to the Services irrespective of the legal grounds of such claims.
8.5 Any other liability of GreenBitAI shall be excluded.
9. Confidentiality
9.1 Each party agrees that all information received from the other party under these TCs which is (i) marked as confidential or(ii) from an objective perspective must be considered to be confidential, shall be maintained in confidence and shall not be disclosed to others. The receiving party agrees that without the prior written consent of the other party it will not use such information for any purpose other than the fulfillment of this contract.
9.2 Each party shall use no lesser standard of care to protect the confidentiality of information received from the other party than it uses to protect its own confidential information, and shall limit disclosure of such information to those of its group companies, personnel and consultants who have an actual need to know for purposes related to this contract and who have a written obligation to protect the confidentiality of such information.
9.3 Upon termination of the contract, each party will return to the other party such party's confidential information and data and will delete all copies of such information/data under its and its subcontractors' control (subject to applicable retention requirements).
9.4 GreenBitAI shall, subject to applicable mandatory data protection requirements, be entitled to retain data uploaded to the GreenBitAI Systems or otherwise provided by the Customer or collected byGreenBitAI in the course of providing the Services and to use such data in anonymized/pseudonymized format for its business purposes including to improve its artificial intelligence applications.
10. Data Protection
10.1 GreenBitAI will comply with all applicable data protection requirements. Please see for further details the GreenBitAIData Protection Policy under our Privacy Policy section.
10.2 Where GreenBitAI in providing the Services acts as a data processor pursuant to Art. 28 GDPR, GreenBitAI and Customer will enter 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 Form submitted by the Customer. Unless agreed otherwise in the Order Form, the contract continues to apply for an indefinite period of time. It can be terminated by each party in writing with a notice period of four (4) weeks to the end of a calendar quarter. Any ordinary termination is excluded during any minimum contract term the parties may have agreed in the Order Form.
11.2 Each party's statutory right to terminate this contract for good cause with immediate effect shall remain unaffected. A breach of contract shall only entitle a party to terminate the contract for good cause if the other party has breached a material obligation and – provided that the breach is curable – has failed to cure the breach within a reasonable grace period of at least twenty working days from receipt of a corresponding written warning 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 form requirement. Where these TCs establish a written form requirement, text form shall 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 Customer may not assign to any third party any of its rights under the contract in whole or in part without the prior written consent of GreenBitAI.
12.3 GreenBitAI shall be entitled to involve subcontractors in the provision of the Services.
12.4 Unless agreed otherwise in the Order Form, the place 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 corresponding counterclaims have been confirmed by a final court order or acknowledged by GreenBitAI in writing.
12.6 GreenBitAI shall be entitled to update and change 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 before such changes become effective. If the Customer does not object in writing to the changes within four (4) weeks from receipt of the notice, the changes shall be deemed approved. If the Customer objects to the changes, the changes will not become effective between GreenBitAI and the Customer but GreenBitAI shall, within four (4) weeks from receipt of the objection, be entitled to terminate this contract with a notice period of six (6) weeks to the end of a month.
12.7 German law shall apply, excluding its conflict of laws rules and the UNCISG. The courts competent for Potsdam shall have exclusive jurisdiction over all matters relating to these TCs.
12.8 If any provision of these TCs should be invalid in whole or in part or if these TCs contain any omission, the effectiveness of the remaining provisions shall not be affected. The invalid permitted provision shall be replaced with retroactive effect by an effective and enforceable provision which most closely legally and financially approximates to what the parties intended or would have intended if they had taken such invalidity into account when agreeing these TCs.
