General Terms and Conditions

This is a translation provided for convenience. In case of any discrepancy, the German version is the legally binding one.

§ 1 Scope and subject matter

(1) These general terms and conditions (the “Terms”) apply to all contracts between kalebru GmbH, Gustav-Heinkel-Str. 55, 76187 Karlsruhe (the “Provider”) and the customer (the “Customer”) concerning the use of the cloud-based SaaS service “HiWi+” (the “Service”).

(2) The Service comprises AI-assisted tools for day-to-day work in higher education: student advisory chat, exam manager, faculty management and content generation. Through the platform the Customer can use AI-assisted functions, process documents and have content generated.

(3) Deviating, conflicting or supplementary terms of the Customer become part of the contract only if and to the extent that the Provider expressly agrees to their application in writing.

(4) These Terms apply both to consumers and to businesses, unless a distinction is drawn in the respective clause.

§ 2 Conclusion of contract and account setup

(1) The presentation of the Service on the website does not constitute a legally binding offer but an invitation to get in touch.

(2) A usage contract is concluded when the Provider sets up a user account for the Customer and transmits the access credentials. The Provider reserves the right to refuse to set up an account without giving reasons.

(3) The Customer is obliged to treat their access credentials confidentially and to protect them from access by third parties.

§ 3 Description of services

(1) The Provider makes the Service available to the Customer as software as a service (SaaS) over the internet. Access is via a web browser.

(2) The scope of functions depends on the tariff booked in each case. The current tariffs and features can be viewed on the Provider's website.

(3) The Provider is entitled to develop the Service further and to extend, change or restrict the scope of functions, provided this is reasonable for the Customer taking the Provider's interests into account.

(4) The Provider endeavours to achieve availability of the Service of 99 % on annual average. Excluded from this are periods of planned maintenance as well as disruptions outside the Provider's sphere of influence (force majeure, disruptions at third-party providers).

§ 4 AI-assisted data processing

(1) The Service uses artificial intelligence to deliver its functions. External AI services may be used for this:

• Text extraction (OCR): text content is extracted from uploaded documents using external services. Data processing takes place on servers with data residency in Germany or the EU.
• AI analysis and generation: the processing and generation of content data may take place via AI services whose servers are located outside the European Union.

(2) The Provider ensures that content provided by the Customer is not used by the AI service providers engaged for training purposes or to improve their models. Only API access is used under which providers contractually undertake that submitted data will not be used to train their models.

(3) Where data is transferred to third countries (e.g. the USA), appropriate safeguards pursuant to Art. 46 GDPR are applied (EU standard contractual clauses, the respective provider's data processing addendum).

(4) The Customer acknowledges that AI-generated content may contain errors. The Provider gives no warranty as to the accuracy, completeness or suitability of the generated content. The Customer is themselves responsible for reviewing and approving generated content before use.

§ 5 Rights in content

(1) The Customer retains all rights in the documents and content they upload. By uploading, the Customer grants the Provider the right to process this content to the extent necessary to deliver the Service.

(2) Outputs generated from the Customer's content are available to the Customer for unrestricted use. The Provider claims no rights in the generated content.

(3) The Customer ensures that they hold the necessary rights in the uploaded documents and that the upload infringes no third-party rights.

§ 6 Customer obligations

(1) The Customer undertakes to use the Service only within the applicable law and these Terms.

(2) The Customer may not upload content that breaches applicable law, infringes third-party rights or impairs the functioning of the Service.

(3) The Customer is responsible for the security of their own access credentials and must inform the Provider without delay of any unauthorised access.

(4) The Customer is solely responsible for regularly backing up their data. The Provider recommends exporting generated content regularly.

§ 7 Remuneration and payment terms

(1) Remuneration depends on the tariff booked in each case. Current prices can be viewed on the Provider's website. All prices are exclusive of statutory VAT.

(2) Billing takes place monthly in advance. Invoices are transmitted by email.

(3) Payments are due within 14 days of invoicing. In the event of late payment the Provider is entitled to block access to the Service.

(4) Depending on the individual agreement, the Provider may activate access to the Service only after receipt of payment (payment in advance). In that case the Customer is informed of this before conclusion of the contract.

§ 8 Term and termination

(1) The contract is concluded for an indefinite period and may be terminated by either party with 30 days' notice to the end of a billing month.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular where:

• the Customer breaches material provisions of these Terms,
• the Customer is in arrears with payment of more than two monthly amounts,
• insolvency proceedings are opened over the assets of a party or the opening is refused for lack of assets.

(3) After termination of the contract, access to the Service is deactivated. The Customer has the opportunity to export their data within 30 days of the end of the contract. After that, all customer data is irrevocably deleted.

§ 9 Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as for damage arising from injury to life, body or health.

(2) In cases of slight negligence the Provider is liable only for breach of material contractual obligations (cardinal obligations). In such cases liability is limited to the foreseeable damage typical for this type of contract.

(3) Liability for indirect damage, in particular lost profit, is excluded in cases of slight negligence.

(4) The Provider is not liable for the accuracy of AI-generated content (see § 4 (4)).

(5) The above limitations of liability do not apply to claims under the German Product Liability Act.

§ 10 Right of withdrawal for consumers

The following withdrawal instructions apply exclusively to customers who are consumers within the meaning of § 13 of the German Civil Code (BGB).

§ 11 Data protection

(1) The Provider processes the Customer's personal data in accordance with the applicable privacy policy, available at Privacy Policy.

(2) Where the Provider processes personal data on behalf of the Customer, a data processing agreement pursuant to Art. 28 GDPR is concluded.

§ 12 Confidentiality

Both parties undertake to keep confidential information of the respective other party that becomes known to them in the course of the contractual relationship secret and not to pass it on to third parties, unless this is necessary to fulfil the purpose of the contract.

§ 13 Changes to these Terms

(1) The Provider is entitled to change these Terms with effect for the future where this is necessary for objective reasons (e.g. a change in the legal situation, changes to the functions of the Service).

(2) The Provider will inform the Customer of changes by email at least 30 days before they take effect. If the Customer does not object within 30 days of receipt of the change notification, the amended Terms are deemed accepted.

§ 14 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the Customer is a consumer, mandatory provisions of the state in which the consumer has their habitual residence remain unaffected.

(2) The place of jurisdiction for all disputes arising from or in connection with this contract is Karlsruhe, 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 Terms be or become invalid, the validity of the remaining provisions remains unaffected.