Terms for snipKI AI literacy training under Article 4 of the EU AI Act (B2B)

Draft: This source version still contains an unresolved version date. The provider’s company details and the services described still need to be checked.

English translation of the supplied German version. The contract language remains German, as specified in section 7.7.

Preamble: These General Terms and Conditions (“Terms”) govern use of the “AI literacy training under Article 4 of the AI Act” (hereinafter “Course”) offered by snipKI UG (haftungsbeschränkt) (hereinafter “snipKI”). The Course is provided via an external learning platform operated by Thinkific Labs Inc. (hereinafter “Thinkific”). Optional community features and live sessions may be offered via the platform operated by CircleCo, Inc. (hereinafter “Circle”).

1. Scope and formation of the contract

1. Scope: These Terms apply to all contracts for booking and using the Course by customers who are entrepreneurs within the meaning of section 14 of the German Civil Code (BGB).

2. Consumers within the meaning of section 13 BGB are excluded from using the Course. Deviating or conflicting terms and conditions of the Customer do not apply.

3. Formation of the contract: The contract for use of the Course is formed when the Customer books the Course (offer) and snipKI accepts (e.g. by order confirmation or activation of access). Booking may take place online or by separate order. snipKI may reject a booking without giving reasons. Upon conclusion of the contract, the Customer confirms that these Terms apply. The Customer’s terms do not form part of the contract. All contractual agreements require text form (e.g. email); oral ancillary agreements are invalid.

4. Requirements for use: The Customer warrants that it is an entrepreneur and that the Course is used only for business or professional purposes. Participation requires:

   • The Customer’s acceptance of these Terms vis-à-vis snipKI during the booking process.
   • Separate registration of the Customer’s participating employees directly on Thinkific’s learning platform. Use of the Thinkific platform is additionally subject to Thinkific’s Terms of Service and Privacy Policy, which users must accept when registering with Thinkific. snipKI has no influence over these terms.
   • Compliance with Thinkific’s minimum technical requirements (in particular internet access and up-to-date browser software).

5. Access credentials: Access credentials for the learning platform (Thinkific) are personal and may be made available only to licensed users within the Customer’s company. The Customer must ensure that its employees keep access credentials secure and confidential and prevent misuse. After booking, snipKI provides the Customer with a registration link that the Customer may share with the intended number of licensed employees so that they can create their personal access accounts on the Thinkific platform.

6. Activation subject to payment: The Course can be used only after full payment of the agreed remuneration. Course access or the registration link is activated or sent only after payment is received (for credit card payments via Thinkific/Stripe) or receipt of payment is confirmed (for bank transfers). Until then, the Customer has no entitlement to access or services.

2. Description of services and obligations of the parties

1. Scope of the Provider’s services: snipKI provides the Customer with access to the Course via Thinkific’s learning platform for the duration of the contract. The Course includes online learning materials (videos, texts, quizzes, etc.) teaching AI literacy in accordance with Article 4 of the EU AI Act.

   • Certificate: Upon successful completion of the Course, the participant receives a digital certificate documenting participation and the content/competency areas covered. The participant may download the certificate.
   • Optional additional services (community and live sessions): snipKI may optionally offer access to an accompanying online community and/or regular live sessions (e.g. via Circle). These services are not a guaranteed part of the main contract. Use of the Circle community may require separate registration with Circle and acceptance of its terms of use and privacy policy. The Customer ensures that its participating employees also do so. snipKI may adjust or discontinue the content and frequency of these optional services.

2. Updates: snipKI may continuously update and improve the Course content, for example to take account of new legal requirements or technical developments, without being obliged to do so; specific content or the continuous availability of all original content is not guaranteed.

3. Customer obligations (use of the Course): The Customer must use the Course and Thinkific learning platform (and, where applicable, the Circle community) properly and lawfully. In particular, the Customer must also require its employees who use the platform to comply with these Terms and Thinkific’s terms (and Circle’s terms, where applicable). The Customer’s obligations include, but are not limited to:

   • Restriction of use: providing access exclusively to its licensed employees to the extent covered by the licences purchased. Any use beyond this scope, sharing of access credentials or provision of access to third parties is prohibited. If an employee leaves or is no longer authorised, the Customer must deactivate their access or ensure that it is no longer used.
   • Rules of conduct: not violating applicable laws or third-party rights when using the learning platform and, where applicable, the Circle community. In particular, offensive, discriminatory, unlawful content or posts, or content or posts harmful to minors, are prohibited. The Customer is responsible for ensuring that its users also follow these rules.
   • Cooperation: notifying snipKI without undue delay of identifiable disruptions or defects in the Course or learning platform and assisting in their resolution to the best of its ability (e.g. by submitting error reports).
   • Data security: not distributing malware via the platform.

4. snipKI’s obligations: snipKI warrants provision of access to the Course via the Thinkific platform in accordance with the contract. However, snipKI does not owe uninterrupted availability of the Thinkific platform itself, as it is operated by a third party. Maintenance, updates by Thinkific or force majeure may cause temporary interruptions. Where possible, snipKI will announce planned maintenance windows in advance if it is aware of them and they materially affect Course access. In the event of service disruptions, snipKI endeavours to resolve matters with Thinkific or provide a remedy within its own sphere of influence.

   • Access to the optional community: snipKI reserves the right to delete posts by the Customer or its users in the optional Circle community that violate rules of conduct, or to temporarily or permanently exclude the relevant users from the community.

5. Offboarding and end of contract: After the contract ends, snipKI will deactivate the Customer’s access to the Course or licensing on the Thinkific platform. Personal data stored by the Customer or its users on the Thinkific platform will be deleted or anonymised in accordance with statutory requirements and the privacy policies of Thinkific and snipKI. After the contract ends, the Customer may no longer use Course content (except the certificate obtained). On request, snipKI may issue the Customer with confirmation of participation.

3. Prices and payment terms

1. Pricing model: Remuneration for use of the Course is agreed individually (e.g. in the offer or order confirmation) and is exclusive of statutory VAT. A fixed number of user licences is purchased for the agreed contract term.

2. Payment method and due date:

   • Credit card: For online bookings, payment is generally made by credit card through the Thinkific platform’s payment function, which uses the payment service provider Stripe. Remuneration is due immediately upon booking.
   • Bank transfer (invoice): For bookings of at least 10 licences, payment may alternatively be made by bank transfer to the account specified by snipKI. snipKI issues an invoice for this purpose. Remuneration is due within 30 days of the invoice date without deduction.

3. If a specific payment date is determined by the calendar (e.g. on the invoice), the Customer is in default upon expiry of that date without a reminder being required.

4. Default and consequences: If the Customer defaults on a payment, snipKI may suspend Course access for all licensed users until all outstanding amounts have been paid in full. Statutory default interest accrues at 9 percentage points above the base interest rate (section 288(2) BGB). snipKI may also claim a flat-rate reminder fee of EUR 40 for each payment default (section 288(5) BGB). The right to claim further damages caused by default remains reserved.

5. No right of set-off or retention: The Customer may offset claims against snipKI’s claims only if its counterclaims are undisputed or have been established by a final court decision. The Customer may assert a right of retention only insofar as it is based on the same contractual relationship.

6. No right of withdrawal: As the Customer is an entrepreneur and obtains the services for commercial purposes, the statutory right of withdrawal does not apply. Unless otherwise agreed individually, voluntary cancellation or a goodwill arrangement by snipKI is excluded once access to the Course has been provided.

4. Liability and warranty

1. Warranty (defects in quality and title): snipKI warrants that the Course provided substantially conforms to the agreed specifications. snipKI is responsible for the content of the digital materials provided but gives no warranty and accepts no liability for the accuracy of the content. In particular, the content does not constitute legal advice. snipKI is liable for defects in the digital content provided in accordance with statutory provisions unless otherwise stipulated below. The Customer must notify snipKI of any defects without undue delay in text form and give snipKI the opportunity to provide supplementary performance. snipKI will remedy validly reported defects within a reasonable period, in particular by rectification. snipKI does not give guarantees in the legal sense.

2. Scope of snipKI’s liability: snipKI has unlimited liability to the Customer for damages, irrespective of their legal basis, only in cases of intent or gross negligence. In cases of ordinary (slight) negligence, snipKI is liable only for damage arising from breach of material contractual obligations (cardinal obligations). In such cases, snipKI’s liability is limited to foreseeable damage typical of the contract. Material contractual obligations are those whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely.

3. Exclusions of liability: There is no liability for other cases of slightly negligent breaches of duty that do not concern cardinal obligations. Furthermore, snipKI is not liable for lost profits, unrealised savings, indirect damage or consequential damage unless such damage was typically foreseeable when the contract was concluded. Liability for content or infringements for which the Customer or its users alone are responsible (e.g. in the optional community) is excluded. snipKI is likewise not liable for the availability or functionality of third-party platforms (Thinkific, Circle) unless snipKI is at fault in selecting the provider.

4. Mandatory liability: The above limitations of liability do not apply to the Customer’s claims under the German Product Liability Act, where an express guarantee has been given, or for culpably caused personal injury (injury to life, body or health). The limitation of liability likewise does not apply in cases of fraudulently concealed defects.

5. Contributory fault: Any contributory fault on the part of the Customer will be taken into account appropriately when determining the amount of a damages claim (section 254 BGB).

6. Liability for persons employed in performance: The above liability provisions also apply for the benefit of snipKI’s legal representatives, employees and persons employed to perform its obligations.

7. Limitation period for defect claims: Any warranty claims of the Customer become time-barred 12 months after activation of the Course. This does not apply to claims arising from intent or gross negligence, personal injury or under the German Product Liability Act, for which the statutory limitation periods apply.

5. Rights of use and protection of confidential information

1. Rights to use content: All content, materials and data provided as part of the Course on the Thinkific platform (including videos, documentation, graphics, quizzes, etc.) are protected by copyright and/or other intellectual property rights. snipKI grants the Customer and its licensed users a simple (non-exclusive) right of use limited to the duration and purpose of the contract. All rights not expressly granted remain with snipKI or the respective rights holders. In particular, the Customer acquires no other (intellectual) property rights in the Course or its content.

2. Prohibition of external use and downloading: The Customer and its users are prohibited from reproducing, storing (except technically necessary caching), sharing or distributing Course content accessible through the platform in any form. In particular, downloading Course content (except the certificate specified in clause 2.1), saving it, taking screenshots, recording it or otherwise reproducing it or using it outside the learning platform is not permitted. Publishing Course content, in whole or in extracts, in public media, social networks or to third parties is also prohibited. The Customer may not remove or alter proprietary notices (e.g. copyright notices or trademarks). Quotations from content are permitted only within the statutory limits (sections 51 and 51a of the German Copyright Act, UrhG).

3. Use only by licensed employees: The Course may be used exclusively by employees/persons licensed by the Customer and registered on the Thinkific platform. One user is permitted per licence. The Customer must ensure that access credentials are not shared and that unauthorised persons do not gain access.

4. Confidentiality of specialist, business and technical content: The Customer acknowledges that the methods, use cases, information on AI models and approaches to solutions communicated in the Course form part of snipKI’s know-how. snipKI’s trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), in particular insights that are not generally known and have economic value, are provided to the Customer exclusively for its own use in connection with using the Course. The Customer undertakes to keep this confidential information secret from third parties. This obligation continues beyond the term of the contract. For its part, snipKI treats as confidential all trade secrets of the Customer that become known to it in connection with performance of the contract.

5. Contractual penalty for breaches: If the Customer culpably breaches the obligations set out above in this section, in particular the prohibition on sharing content or the restriction of use to authorised users, it undertakes to pay an appropriate contractual penalty. snipKI sets the contractual penalty at its reasonable discretion, taking account of the severity of the breach; in the event of a dispute, the competent court may review its appropriateness. Each individual breach triggers a separate contractual penalty. snipKI reserves the right to claim further damages; any contractual penalty incurred will be credited against such a damages claim.

6. Further legal consequences: In the event of a serious breach of the terms of use or intellectual property rights, snipKI may terminate the contract for cause (see section 7) and immediately block access for one or all of the Customer’s user licences. In such a case, the Customer must immediately delete all copies or recordings of Course content in its possession. Where unauthorised use or sharing of content is suspected, snipKI may investigate to preserve evidence and request information from the Customer. The Customer will reasonably assist snipKI in investigating a suspected breach.

6. Data protection and confidentiality

1. snipKI privacy policy: snipKI collects, processes and uses the Customer’s personal data (such as names, contact details of contact persons and designated users, and payment data) exclusively to perform the contract and on the basis of the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and the German Telemedia Act (TMG). Further information is available in our Privacy Policy. If you have questions, please contact datenschutz@snipki.de.

2. Use of third-party providers (Thinkific, Circle, Stripe):

   • To provide the Course, snipKI uses Thinkific’s learning platform as a processor pursuant to Article 28 GDPR. Participating users register directly with Thinkific, and their data (name, email, Course progress, etc.) is stored and processed on Thinkific’s servers. This is necessary to perform the contract. Use is subject to Thinkific’s privacy policy.
   • Stripe is integrated via Thinkific to process credit card payments. Payment data is transmitted to Stripe for this purpose.
   • If optional community features or live sessions are used, Circle may be involved as a processor or an independent controller, depending on the arrangements. Use may require separate registration with Circle and is subject to its privacy policy.
   • snipKI has entered into appropriate data processing agreements with these service providers insofar as they act as processors, or ensures that an adequate level of data protection is maintained (e.g. through standard contractual clauses for transfers to third countries). Details can be found in snipKI’s privacy policy.

3. snipKI’s confidentiality obligations: snipKI undertakes to treat as confidential all operational and business information of the Customer that becomes known in connection with performance of the contract and is marked confidential or is recognisable by its nature as a trade secret. Such information will not be made available to third parties unless necessary to perform the contract (e.g. to Thinkific/Circle/Stripe to the extent required) or disclosure is required by law. snipKI’s employees and persons employed to perform its obligations are also bound by confidentiality obligations.

4. Data protection in the optional community: Where the Customer or its users post contributions (e.g. comments or questions) in the optional Circle community, they consent to those contributions being visible under their name/company name to other registered community members. snipKI may display and store this content within the community. Any further use or publication requires further consent.

5. Processing on behalf of the Customer: If the Customer enters or processes third-party personal data when using the platform (which is unusual for this Course but could, for example, involve employee data beyond basic registration), this may constitute processing by snipKI (or Thinkific as its subprocessor) on the Customer’s behalf pursuant to Article 28 GDPR. In this case, the Provider and Customer will enter into a separate data processing agreement insofar as required by law.

7. Final provisions and jurisdiction

1. Contract duration and termination: The contract for use of the Course has a fixed term of 12 months beginning upon activation of access. The contract automatically renews for further periods of 12 months unless either party terminates it in text form (e.g. email) with 3 months’ notice before the end of the respective contract term. Both parties’ right to terminate for cause remains unaffected. Cause exists for snipKI in particular if, despite a reminder and a deadline, the Customer significantly breaches its contractual obligations (e.g. payment default or breach of the terms of use/copyright provisions in section 5). In the event of termination for cause, snipKI may immediately block the Customer’s access account or accounts. Fees already paid will not be refunded, even proportionately, in the event of termination for cause attributable to the Customer.

2. Amendments to the Terms: snipKI reserves the right to amend or supplement these Terms with effect for the future where there is a valid reason (such as adaptation to changes in the law or expansion of services). Changes will be communicated to the Customer in text form at least 4 weeks before their planned effective date. If the Customer does not object in text form within 4 weeks of notification, the amended Terms are deemed accepted. snipKI will specifically draw the Customer’s attention to the right to object and the consequences of silence in the notification. In the event of a timely objection, both parties may terminate the contract as of the date of the change. The previous version of the Terms continues to apply until termination.

3. Severability: If individual provisions of these Terms are or become invalid, unenforceable or incomplete, the validity of the remaining provisions remains unaffected. The valid provision that comes closest to the economic purpose of the invalid clause is deemed agreed in place of the invalid or missing provision. The same applies to any gaps in the provisions.

4. Applicable law: The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws rules referring to another legal system.

5. Jurisdiction: Cologne is agreed as the place of jurisdiction for all disputes arising out of or in connection with this contract. Alternatively, snipKI may bring proceedings at the Customer’s registered office.

6. Other provisions: The Customer may transfer rights and obligations under this contract to third parties only with snipKI’s prior written consent. snipKI may use subcontractors (such as Thinkific and Circle) to perform the contract but remains directly responsible to the Customer. The Customer may not assert a right of retention or the defence of non-performance of the contract (section 320 BGB) on the basis of claims arising from other legal relationships.

7. Contract language: These Terms are provided in German; legal declarations and contractual communication take place in German.

Version: [Insert current date, e.g. May 2024]. These Terms take effect upon publication and apply until further notice.