Terms for the snipKI AI learning platform (B2B)

English translation of the German version dated April 2025. The contract language remains German, as specified in section 7.6.

1. Scope and formation of the contract

Scope: These Terms apply to all contracts for use of the snipKI AI learning platform (hereinafter “Platform”) by customers who are entrepreneurs within the meaning of section 14 of the German Civil Code (BGB).
Consumers within the meaning of section 13 BGB are excluded from using the Platform. Deviating or conflicting terms and conditions of the Customer do not apply.
Formation of the contract: The contract for use of the Platform is formed upon the Customer’s registration and acceptance by snipKI GmbH (hereinafter “snipKI”). Registration takes place online via the Platform or by separate order. snipKI may reject a registration without giving reasons. Upon conclusion of the contract, the Customer confirms that these Terms apply. All contractual agreements require text form (e.g. email); oral ancillary agreements are invalid.
Requirements for use: The Customer warrants that it is an entrepreneur and uses the Platform only for business or professional purposes. Access to the Platform requires compliance with the minimum technical requirements specified by the Provider (in particular internet access and up-to-date browser software). Access credentials are personal and may be made available only to authorised users within the Customer’s company. The Customer must keep its access credentials secure and confidential and prevent misuse.
Activation subject to payment: The Platform can be used only after full payment of the agreed remuneration.
The Provider activates access only once the invoiced amount has been received in full in the Provider’s account. Until then, the Customer has no entitlement to access or services.

2. Description of services and obligations of the parties

Scope of the Provider’s services: snipKI provides the Customer with access to the Platform and the accompanying online community operated by CircleCo, Inc., “Circle”, for the duration of the contract. If the Customer joins the community, it must observe and accept Circle’s terms and conditions or terms of use. It must ensure that its employees do so as well. Through the Platform, the Customer gains access to online courses, video tutorials, learning materials and other content concerning artificial intelligence, as well as the opportunity to exchange ideas with other users in the Circle community. The Provider may continuously update and improve the Platform’s content to optimise the service; specific content, the regular publication of new content or the accessibility of old content are not guaranteed.
Onboarding: After the contract has been concluded and payment received, snipKI supports the Customer with onboarding. This includes setting up the necessary user accounts (individual licences) or access for the Customer’s authorised employees and providing basic information on using the Platform. The Customer must provide all necessary data (e.g. users’ names and email addresses) in good time.
Customer obligations (use of the Platform): The Customer must use the Platform and community properly and lawfully. In particular, the Customer must also require its employees who use the Platform to comply with these Terms. The Customer’s obligations include, but are not limited to:
- Restriction of use: providing access exclusively to its employees to the extent covered by the licences purchased (see section 7). Any use beyond this scope or provision of access to third parties is prohibited.
- Rules of conduct: not violating applicable laws or third-party rights when using the Platform and Circle community. In particular, offensive, discriminatory, unlawful content or content harmful to minors is 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 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.
snipKI’s obligations: snipKI warrants general availability of the Platform but does not owe uninterrupted availability. Maintenance, updates or force majeure may cause temporary interruptions. Where possible, snipKI will announce planned maintenance windows in advance. In the event of service disruptions, snipKI endeavours to restore availability promptly. Community access: snipKI reserves the right to delete posts by the Customer or its users that violate the rules of conduct, or to temporarily or permanently exclude the relevant users from the community.
Offboarding and end of contract: After the contract ends, snipKI will block the Customer’s access to the Platform and delete or anonymise all personal data stored by the Customer in accordance with statutory requirements (see the data protection section). After the contract ends, the Customer may no longer use any Platform content. On request, snipKI may issue the Customer with confirmation of participation or use.

3. Prices and payment terms

Pricing model: Remuneration for use of the Platform is agreed individually (offer or order confirmation) and is exclusive of statutory VAT. snipKI generally offers two models:

(a) Individual licences, under which a fixed number of user licences (personal access accounts) is purchased, with a contract term of 12 months; and

(b) an Unlimited model, under which an unlimited number of the Customer’s employees receive access, with a contract term of 24 months and annual invoicing.

Specific prices or licence tiers are set out in snipKI’s offer.
Payment method and due date: Payment must be made by credit card. If the Customer purchases at least three licences, the amount may also be transferred to the account specified by snipKI or paid by direct debit. Remuneration is due immediately upon invoicing without deduction.
If a specific payment date is determined by the calendar, the Customer is in default upon expiry of that date without a reminder being required.
Where recurring payments (subscriptions) are agreed, snipKI issues an invoice in good time before the start of each new contract period; payment is likewise due immediately, and no later than before the start of the new usage period, as seamless access cannot otherwise be guaranteed.
Default and consequences: If the Customer defaults on a payment, snipKI may suspend access to the Platform until all outstanding amounts have been paid in full. Statutory default interest accrues at 9 percentage points above the base interest rate (if the statutory rate changes, the current rate pursuant to section 288(2) BGB applies). 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.
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.
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 Platform has been provided.

4. Liability and warranty

Warranty (defects in quality and title): snipKI warrants that the contractually assured services substantially conform to the agreed specifications. The Provider is liable for defects in the digital content or services provided in accordance with statutory provisions unless otherwise stipulated below. The Customer must notify the Provider of any defects without undue delay in text form and give the Provider the opportunity to provide supplementary performance. The Provider will remedy validly reported defects within a reasonable period, in particular by rectification. snipKI does not give guarantees in the legal sense.
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, the Provider’s liability is limited to foreseeable damage typical of the contract.
Exclusions of liability: There is no liability for other cases of slightly negligent breaches of duty that do not concern cardinal obligations. Furthermore, the Provider 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 in the community for which the Customer alone is responsible is excluded.
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.
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).
Liability for persons employed in performance: The above liability provisions also apply for the benefit of the Provider’s legal representatives, employees and persons employed to perform its obligations.
Limitation period for defect claims: Any warranty claims of the Customer become time-barred after 12 months. 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

Rights to use content: All content, materials, software and data provided on the snipKI Platform (including videos, documentation, graphics, community posts by the Provider, etc.) are protected by copyright and/or other intellectual property rights. snipKI grants the Customer and its authorised 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 Platform or its content.
Prohibition of external use and downloading: The Customer is prohibited from reproducing, storing, sharing or distributing content accessible through the Platform in any form. In particular, downloading, saving, taking screenshots of, or otherwise reproducing Platform content or using it outside the online Platform is not permitted. Publishing Platform 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).
Use only by licensed employees: The Platform and its learning materials may be used exclusively by the employees/persons designated and licensed by the Customer. Each user requires a personalised licence. The Customer must ensure that access credentials are not shared and that unauthorised persons do not gain access to the Platform. If an employee leaves the company or is no longer authorised, the Customer must immediately arrange for their access to be deactivated or change the password. Passing access accounts to third parties (including sister companies outside the group, freelancers outside the licensed user group, etc.) is prohibited. If the Customer breaches this provision, the Provider may block the relevant access and demand compensation for the lost price of additional users.
Confidentiality of specialist, business and technical content: The Customer acknowledges that the methods, use cases, information on AI models and approaches to solutions communicated on the Platform form part of snipKI’s know-how. The Provider’s trade secrets within the meaning of the German Trade Secrets Act (GeschGebG), 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 Platform. 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.
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. The Provider 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. The Provider reserves the right to claim further damages; any contractual penalty incurred will be credited against such a damages claim.
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 Platform content in its possession. Where unauthorised use or sharing of content is suspected, the Provider may investigate to preserve evidence and request information from the Customer. The Customer will reasonably assist the Provider in investigating a suspected breach.

6. Data protection and confidentiality

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 legal bases provided by the General Data Protection Regulation (GDPR). In doing so, the Provider observes in particular the relevant provisions of the GDPR and, additionally, the German Federal Data Protection Act (BDSG) and German Telemedia Act (TMG). No personal data is shared with third parties without statutory permission or the data subject’s consent. Further information is available in our privacy policy at Privacy — snipKI. If you have questions, please contact datenschutz@snipki.de.
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 or disclosure is required by law. snipKI’s employees and persons employed to perform its obligations who have access to the Customer’s confidential information are also bound by confidentiality obligations.
Data protection in the community: Where the Customer or its users post contributions (e.g. comments or questions) in the 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 Platform. Any further use or publication requires further consent. The Provider may delete contributions that violate forum rules or laws (see Customer obligations).
Processing on behalf of the Customer: If the Customer enters or processes third-party personal data when using the Platform (e.g. employee data in user profiles, test results or comments), this may constitute processing by the Provider 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 specifying the details of data protection, the Customer’s instructions and security measures, insofar as required by law.

7. Final provisions and jurisdiction

Contract duration and termination: Unless otherwise agreed, contracts for individual licences renew for further periods of 12 months, and contracts for the Unlimited model for further periods of 24 months, unless either party terminates the contract in writing (text form suffices) 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 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.
Amendments to the Terms: The Provider 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. The Provider 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.
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.
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. 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.
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 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.
Contract language: These Terms are provided in German; legal declarations and contractual communication take place in German.

Version: April 2025. These Terms take effect upon publication and apply until further notice.