(hereinafter referred to as "GTC")
Edgeless Systems GmbH
Stadionring 1
44791 Bochum
(hereinafter referred to as "Edgeless Systems")
1. These General Terms and Conditions for Continuum AI (hereinafter: "GTC") apply to all business relationships between Edgeless Systems (operator) and customers (users) in the context of the use of Continuum AI (hereinafter "Software", "Product" or "Platform"). These GTC only apply to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law. For clarification: "Customer" means the legal entity that has concluded the contract for the use of Continuum AI.
2. These GTC apply exclusively. Deviating or supplementary terms and conditions of the customer shall only become part of the contract if Edgeless Systems has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if Edgeless Systems grants the use of Continuum AI to the customer without reservation in the knowledge of the customer's GTC. This does not constitute consent to the customer's GTC. Counter-confirmations of the customer with reference to his own terms and conditions are expressly rejected.
3. Individual agreements made between the parties in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTCs. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or a written confirmation countersigned by Edgeless Systems.
4. These GTC are part of written agreements on the use of the platform. In the event of contradictions between the GTC and the text of other contracts, the text of the contract shall prevail.
5. Legally relevant declarations and notifications by the customer (e.g. setting of deadlines, notification of defects) must be made in writing, i.e. in written or text form (e.g. letter, e-mail). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.
6. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded.
1. Continuum AI is a platform for the use of open-source AI models, in particular Large Language Models ("LLMs"), whereby user input ("prompts") and responses are encrypted and verifiably protected from access by infrastructure and service providers. The technical documentation for Continuum AI can be accessed via the following URL: https://docs.edgeless.systems/continuum.
1. The software is operated by Edgeless Systems as a web-based cloud solution (Software-as-a-Service, or "SaaS"). The customer is enabled to use the software stored and running on the servers of a service provider commissioned by Edgeless Systems (e.g. Microsoft Azure) via an Internet connection via a programming interface (Application Programming Interface, or "API") for its own purposes during the term agreed in writing and to process its data with its help.
2. If required, Edgeless Systems will also provide additional services ("Support Services"). The development of such customized solutions and the necessary adaptations require a separate agreement and may entail additional costs on the part of the customer.
4. Edgeless Systems will maintain the provided product and provide updated functionalities at its own discretion. We will inform customers of changes electronically and make the relevant usage instructions available on the Internet.
1. Unless otherwise agreed, the customer receives the non-exclusive, non-transferable, non-sublicensable right, limited in time to the term of the contract, to use the platform within the scope of the contractually agreed conditions and in compliance with these GTC.
2. The customer is entitled to use the results generated by him with the help of Continuum AI without restriction.
3. The customer does not receive any further rights, in particular to the source code of Continuum AI or the infrastructure services provided in the respective data center.
4. The customer is obliged to oblige his customer to at least the same rights and obligations in the context of the use of Continuum AI. If the customer breaches this obligation and Edgeless Systems suffers damage as a result, the customer shall be obliged to indemnify Edgeless Systems in full upon first request.
1. Unlimited liability. Edgeless Systems shall only be liable without limitation in the following cases:
a. in the event of intent and gross negligence,
b. in the event of injury to life, limb or health,
c. in accordance with the provisions of the Product Liability Act,
d. under a guarantee granted by Edgeless Systems.
2. Limited Liability. The liability of Edgeless Systems - irrespective of the legal grounds - is limited as follows:
a. Liability for breach of cardinal obligations: Subject to clause 1 above, Edgeless Systems' liability for slightly negligent breaches of cardinal obligations shall be limited to such damages as are typical for this type of transaction and were foreseeable at the time the contract was concluded.
b. Force Majeure: Neither party shall be liable for any failure to perform its obligations under the contract due to force majeure and any delivery or performance period agreed under the contract shall be extended by the period during which such force majeure exists plus a reasonable start-up period thereafter. The party affected by a force majeure event shall promptly notify the other party of the force majeure event and its expected duration. If force majeure event lasts longer than three consecutive months, either party may terminate the contract with immediate effect by written notice.
c. No liability: Any liability on the part of Edgeless Systems, regardless of the legal basis, is excluded, unless expressly regulated in the above clauses 1 and 2. Edgeless Systems is not liable for the legal conformity of the software, in particular not under US law. The customer bears full responsibility for the legality of his use of the software.
3. Limitation of claims: Edgeless Systems' liability is subject to the statutory limitation periods. In all other cases, the liability of Edgeless Systems and its warranty obligations shall become time-barred after one year. Section 199 BGB applies.
4. The use of the content or results provided by Continuum AI and third-party providers is at the sole risk of the customer. In particular, Edgeless Systems is not liable for the accuracy, quality, completeness, reliability or suitability for the intended purpose of the content or results provided within the scope of the use of Continuum AI and the AI models running on it. In particular, Edgeless Systems does not provide legal advice.
5. The exclusions of liability and limitations of liability in accordance with Section 2 above shall also apply in favor of the legal representatives and vicarious agents of the parties if claims are asserted directly against them.
6. In all other respects, the statutory provisions on warranty in rental agreements apply with the following proviso:
Sections 536b BGB (knowledge of the tenant of the defect upon conclusion of the contract or acceptance) and Section 536c BGB (defects occurring during the rental period; notification of defects by the tenant) shall apply. The application of Section 536a (2) BGB (Tenant's right to rectify defects himself) is excluded. The application of Section 536a (1) BGB (landlord's liability for damages) is also excluded insofar as the standard provides for strict liability.
1. Edgeless Systems shall agree the volume of use, the amount of remuneration and the terms of payment with the customer in an individual written offer, which the customer confirms ("contract").
2. Unless otherwise agreed, a basic license fee shall be due at the beginning of the month and payment including VAT shall be made by the customer within thirty (30) days of receipt of the invoice by bank transfer to Edgeless Systems' SWIFT bank account. If the customer delays payment of the remuneration due by more than the agreed period, Edgeless Systems shall be entitled to block access to the software. Edgeless Systems' claim to remuneration shall remain unaffected by the blocking. Access to the software shall be reactivated immediately after payment of the arrears.
3. The usage volume of Continuum AI is measured via the number of "tokens" that are processed and output by the AI model provided. A token is a text module and, depending on the AI model and the language used, can be a letter, syllable, word, punctuation mark or similar. It can be assumed that a word comprises approximately four tokens. However, this information is not binding. Edgeless Systems cannot guarantee a quantity of input or output text (e.g. number of characters or words) for a specific number of tokens.
4. The contract specifies the volume of a contingent of tokens that is available within 12 months of the start of the agreed term. If the customer has already reached a usage volume of more than the agreed quantity of tokens before the end of the 12 months, the customer will be charged for the additional tokens required at a predetermined price. If the customer has not reached the agreed token quota at the end of the 12 months, any unused tokens shall expire, unless otherwise agreed. Unused tokens or token quotas will not be refunded under any circumstances.
5. The customer undertakes to treat all provisions contained in the individual offer regarding remuneration, in particular regarding the pricing of the software, as confidential and not to disclose this information to third parties without the prior written consent of Edgeless Systems.
6. For the provision of additional services, in particular services (e.g. 24/7 support for troubleshooting), Edgeless Systems is entitled to the remuneration agreed between the parties in this regard.
7. All prices are subject to statutory sales tax and value added tax.
8. Edgeless Systems is entitled to increase the agreed fees appropriately when providing essential additional functions (e.g. through updates, upgrades).
9. In the case of continuing obligations, we are entitled to adjust the prices to changing market conditions - also taking into account any cost savings that may have occurred - for the provision of Continuum AI, in particular the necessary costs for the maintenance, servicing and further development of the technical and personnel infrastructure used for the provision of services or the necessary costs for the licensing of third-party works. Explicitly excluded from this are developments or causes in the area of force majeure, in particular but not exclusively hyper-inflation, war and the consequences of war. In the event of occurrence, a more frequent price adjustment is also possible several times per year explicitly and without prior notice. The price change must correspond to the changed market conditions. The appropriateness can be reviewed by the courts in accordance with section 315 (3) BGB.
10. Unless a longer period is specified in the notification of change, price increases (in accordance with Section 6 (8) or (9) above) shall take effect eight (8) weeks after receipt of the notification of change by the customer. The customer is entitled to extraordinary termination of the contract within one month of notification of the price adjustment with effect from the date on which the price adjustment comes into force. If the customer does not exercise this right and if the customer has been informed of this legal consequence in the notification of the price adjustment, the contract shall be continued at the amended prices.
1. Both contracting parties shall comply with all applicable data protection provisions and regulations, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG) and shall oblige their employees deployed in connection with the contract to maintain data secrecy in accordance with the statutory provisions.
2. If the customer collects, processes and/or uses personal data in connection with the contract, it warrants that it is authorized to do so in accordance with the applicable provisions, in particular data protection provisions, or on the basis of agreements.
3. The customer grants Edgeless Systems and our subcontractors the right to reproduce the data provided, insofar as this is necessary for the provision of the services owed.
4. We or third parties commissioned by us take the necessary technical and organizational security precautions and measures to comply with the statutory data protection regulations.
5. The customer remains the owner of the data generated through the use of the platform. Edgeless Systems has no access to unencrypted customer data.
6. The parties are aware that the processing of personal data requires a separate data processing agreement ("DPA"). In this case, the parties shall agree a DPA in addition to the contract with Edgeless Systems in its capacity as processor within the meaning of Article 28 GDPR. Customers (users) are obligated to inform Edgeless Systems if personal data is to be processed with Continuum AI.
1. The customer is obliged to notify Edgeless Systems immediately and as precisely as possible of any functional failures, malfunctions or impairments of the software.
2. The customer shall protect the usage and access authorizations assigned to him or the users from access by third parties and shall not pass them on to unauthorized persons. The customer is responsible for maintaining the confidentiality of personal access data and must prevent their misuse. If the customer becomes aware of the misuse of access data, Edgeless Systems must be informed immediately. We are entitled to block the access data immediately in the event of misuse.
3. The customer is responsible for the proper and regular backup of his data. This also applies to the documents provided to Edgeless Systems in the course of contract processing.
4. The customer shall comply with all statutory provisions (e.g. also industrial property rights and copyrights) when using Continuum AI or the agreed associated applications or LLMs. In particular, the customer shall not use the contractual software to infringe the rights of third parties, in particular the intellectual property rights of third parties.
5. The customer grants us and the agreed contractors the right to reproduce the data provided, insofar as this is necessary for the provision of the services owed. Insofar as the customer provides us with protected content or transmits it for processing by Continuum AI (e.g. graphics, brands and other content protected by copyright or trademark law), the customer shall grant us all rights necessary or relevant for the execution of the contractual agreement. In this context, the customer assures that it holds all necessary rights to the protected content provided or transmitted in order to grant us the corresponding rights.
6. The customer shall oblige the third parties authorized by it to comply with the provisions applicable to the use of Continuum AI or the agreed associated applications or LLMs.
7. The customer must ensure that the use of the software - including by affiliated companies - does not affect any systems and data that are in any way relevant to the security of goods and persons. Furthermore, the customer shall ensure that the data processed within the scope of use (input data) does not violate current case law and/or the GDPR. The customer undertakes to inform Edgeless Systems in writing of any violations.
8. The customer is obliged to comply with all duties and obligations arising from the contract as well as all applicable statutory provisions.
1. As a technical service provider, Edgeless Systems processes data for the customer that the customer enters when using the software. Customer data remains encrypted throughout and Edgeless Systems has no access to customer data at any time.
2. The customer is solely responsible for all content and processed data used by him or his customers as well as any legal positions required for this. Edgeless Systems has no knowledge of the customer's content and does not check the content used by the customer with the software.
3. In this context, the customer undertakes to indemnify Edgeless Systems on first demand against any liability and any costs, including potential and actual costs of legal proceedings, if claims are asserted against us by third parties, including employees of the customer personally, as a result of alleged acts or omissions of the customer or its customers. This indemnification shall include reasonable attorneys' fees.
4. The prerequisite for exemption under clause 3 is that we inform the customer of the claim in text form.
5. Any further claims for damages by Edgeless Systems shall remain unaffected.
1. If the contractual use of the platform or the agreed connected applications or LLMs is impaired by third-party property rights through no fault of our own, we shall be entitled to refuse the services affected by this. We shall inform the customer of this immediately. In this case, the customer shall not be obliged to pay. Other claims or rights of the customer shall remain unaffected.
2. The customer and its customers are prohibited from using and entering special categories in accordance with Art. 9 GDPR when using the platform. Furthermore, it is prohibited to use the platform for unlawful purposes. In particular, the customer and its customers may not use it:
3. Edgeless Systems is entitled to block access to the platform or the agreed connected applications or LLMs in the event of any unlawful breach of a material obligation by the customer, in particular in the event of a breach of the obligations specified in § 8 clauses 2, 5 and 7 and in the event of late payment of the agreed fee. Access shall only be restored once the breach of the material obligation concerned has been permanently remedied or the risk of repetition has been ensured by issuing an appropriate cease-and-desist declaration subject to penalty.
4. In the event of an unlawful breach of the obligations set out in § 8 and § 10 by a customer of the customer or in the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide us with all information required to assert claims against the customer in question, in particular the customer's name and address.
1. Edgeless Systems will provide technical support in relation to bug fixes. Edgeless Systems will provide trained technical support personnel via e-mail on business days between 9 a.m. and 5 p.m. (CET). If Customer reports an Error to Edgeless Systems, Edgeless Systems will respond within twenty-four (24) hours on business days and will use commercially reasonable efforts to provide solutions to all Errors as soon as reasonably practicable.
2. Edgeless Systems provides trained technical personnel who are available to answer technical support questions and respond to error messages and requests for error correction by e-mail in a professional manner.
3. Edgeless Systems draws the customer's attention to the fact that restrictions or impairments of the services provided may arise which are beyond the control of Edgeless Systems. This includes, in particular, actions by third parties not acting on behalf of Edgeless Systems, technical conditions of the Internet beyond Edgeless Systems' control and force majeure. The hardware, software and technical infrastructure used by the customer may also have an influence on the services of Edgeless Systems. Insofar as such circumstances have an influence on the availability or functionality of the service provided by Edgeless Systems, this has no effect on the contractual conformity of the services provided.
1. Contractual services: We set up a contact point for the customer. This can be reached by email or via other clearly named channels. A fault report via social media or to an unnamed e-mail address is not sufficient notification.
2. Acceptance and processing of inquiries: A prerequisite for the acceptance and processing of inquiries is that the customer designates appropriately qualified professional and technical personnel to us who are responsible internally for processing inquiries from Continuum AI users. The customer is obliged to direct inquiries to the named contact point only via this designated personnel. The contact point accepts such inquiries by e-mail (support@edgeless.systems) during our normal business hours (09:00 - 17:00 on working days; Germany, North Rhine-Westphalia).
If it is not possible or not possible in a timely manner for the contact point to respond, we will - if this has been expressly agreed - forward the request for processing, in particular requests for functionalities not produced by us, in particular the AI models or LLMs provided.
Further services of the contact point, such as other contact times and deadlines or on-site assignments at the customer's premises, must be expressly agreed in advance and may be subject to a charge. Such additional services must be regulated in an individual agreement.
1. This agreement shall run for an indefinite period unless a fixed term has been agreed in writing. It can be terminated. The notice period is 3 months to the end of the month, unless other written agreements on the notice period have been made.
2. The right of each party to terminate the contract for good cause remains unaffected. In particular, either party may terminate the contract in writing if:
a. the other party commits a material breach of these GTC or any other written contract which (in the case of a breach capable of remedy) has not been remedied within seven days of receipt by the other party of a notice specifying the breach and requiring its remedy.
b. the other party becomes bankrupt, insolvent, is wound up or placed in liquidation or a receiver, administrative receiver or administrator is appointed over all or part of its assets or a similar person is appointed under the law of its domicile.
3. When the termination of the contract takes effect, Edgeless Systems will block access to the software.
4. Notices of termination must be in writing (e-mail or other text form is not sufficient).
The parties undertake to treat any business secrets of which they become aware in the course of their cooperation as secret and confidential vis-à-vis third parties, unless the party in question is a person bound to professional secrecy or the facts in question are publicly known or their public disclosure is required by law. In this case, the parties are obliged to inform each other in advance and to limit the public announcements to the content prescribed by law or by the authorities.
The parties shall also obligate their employees and third parties accordingly, insofar as they legitimately come into contact with the confidential information, unless they have already been obligated to maintain confidentiality in another way.
The confidential information may only be used within the scope of the purpose of the contract. Furthermore, it may not be recorded, stored, reproduced, passed on or used or exploited in any other way for own purposes.
Neither party may transfer the rights and obligations arising from these GTC and other contractual documents to third parties without the prior written consent of the other party. § Section 354a HGB remains unaffected.
1. Edgeless Systems is entitled to amend these GTC insofar as this does not affect essential provisions of the contractual relationship, the amendment is necessary to adapt to developments that were not foreseeable when the contract was concluded and whose non-consideration would noticeably disturb the balance of the contractual relationship. "Material provisions" in this sense are, in particular, those relating to the type and scope of the contractually agreed subject matter and the term, including the provisions on termination.
2. We are also entitled to amend or supplement the GTC if this is necessary to eliminate difficulties in the execution of the contract due to loopholes that have arisen after the contract was concluded. This may be the case in particular if one or more clauses of these GTC have been declared wholly or partially invalid by the courts.
3. We shall notify the customer of any intended changes to the GTC in accordance with the above-mentioned § 16 (1) and (2) by e-mail to the e-mail address provided by the customer at least eight (8) weeks before they come into effect. The customer shall have a special right of termination at the time the changes take effect. If the customer does not terminate the contract in writing within six (6) weeks of receipt of the notification of change, the changes shall become part of the contract at the time they take effect. The customer shall be specifically informed of this consequence in the notification of change.
1. These GTC as well as amendments and supplements to the above agreements must be made in writing to be effective. This also applies to any change to the written form requirement.
2. Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The contracting parties shall replace the invalid or unenforceable provision with a valid, enforceable provision that comes closest to the intention of the contracting parties at the time the respective invalid or unenforceable provision was agreed. The same applies in the event of loopholes in the contract or other agreements between the contracting parties.
3. These GTC and the contractual relationship between Edgeless Systems and the customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
4. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the District Court of Bochum. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, Edgeless Systems shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
