Terms and Conditions for the Use of the oxethica Platform
1.1. Scope of Application and Definitions of Consumer and Business
(1) These General Terms and Conditions of oxethica GmbH (hereinafter referred to as the ‘Provider’) apply to the use of and account registration by a consumer or business (hereinafter referred to as the ‘Customer’) on the Provider’s platform. Any conflicting general terms and conditions of the Customer shall not be recognised unless the Provider expressly agrees to their validity in writing.
(2) The Customer is a consumer insofar as the purpose of the agreed delivery and service cannot be attributed predominantly to their commercial or self-employed professional activity. By contrast, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the course of their commercial or self-employed professional activity.
1.2. Account types
1.2.1. Standard Account
1.2.1.1. Conclusion of the Contract
The contract for the use of the oxethica platform is concluded when the customer creates an account.
1.2.1.2. Term of the Contract and Termination
(1) The contract for a free user account has no minimum term.
(2) The contract shall terminate upon deletion of the account. This shall terminate the right to use the oxethica platform.
(3) The right of both contracting parties to terminate the contract extraordinarily for good cause remains unaffected. Good cause shall be deemed to exist in particular if the customer breaches these Terms of Use.
1.2.2. Business Account
1.2.2.1. Conclusion of the Contract
The contract for a Business Account is concluded outside the oxethica platform. In doing so, (i) either a Standard Account is converted into a Business Account or (ii) a contract for a completely new account is concluded.
(i) Where an existing Standard Account is converted into a Business Account, the contract is concluded when the Provider changes the account type to ‘Business Account’ in the platform’s account settings and activates the associated functions.
(ii) If a completely new contract for a Business Account is concluded, the contract is concluded when the customer creates an account and the Provider activates the account as a Business Account, along with the associated functions, in the platform’s account settings.
1.2.2.2. Contract Term and Termination
(1) The contract for a paid Business Account has a minimum term of one year.
(2) The contract may be terminated in writing with three months’ notice to the end of a calendar month following the expiry of the minimum term. If the contract is not terminated in due time, it shall be extended for a further contractual year.
(3) The right of both contracting parties to terminate the contract extraordinarily for good cause remains unaffected. Good cause shall be deemed to exist in particular if the customer breaches these Terms of Use.
(4) Termination of the contract shall result in the complete deletion of the account.
1.2.2.3. Prices and Terms of Payment
(1) Unless otherwise agreed in individual cases, the prices valid at the time the contract is concluded shall apply. All prices are gross prices inclusive of statutory VAT.
(2) The customer shall only be entitled to rights of set-off or retention to the extent that their claim has been legally established or is undisputed.
(3) If, after the conclusion of the contract, it becomes apparent (e.g. through an application for the opening of insolvency proceedings) that the Supplier’s claim for payment is at risk due to the Customer’s inability to pay, the Supplier shall be entitled, in accordance with the statutory provisions on refusal to perform – where applicable, after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code (BGB)).
(4) The Provider reserves the right to expand, modify or improve the services agreed between the parties. This also includes the fees for the services. In doing so, the Provider shall always take the customer’s legitimate interests into account and shall inform the customer in good time of the necessary adjustments.
1.3. General Provisions
1.3.1. Ancillary obligations of the Customer
(1) The Customer is obliged to keep their contact details up to date at all times and to inform the provider in the event of any changes. The Provider cannot reasonably be expected to continue the contract if the customer is demonstrably unreachable by the provider.
(2) All data provided must be accurate and lawful. The Customer undertakes not to publish or upload any unlawful, fraudulent, harassing, defamatory or obscene data to the oxethica platform.
In the event of a breach by the customer of statutory provisions or their contractual obligations, as well as in the event of a reasonable suspicion of unlawful or abusive use of the platform, the provider is entitled, depending on the nature and severity of the breach, to delete content or temporarily block the customer’s or individual customers’ access to the platform. The Provider shall inform the Customer of any deletion or suspension, where possible in advance, but at the latest immediately after the measure has been taken, stating the relevant reasons, insofar as this is legally permissible.
(3) The Customer undertakes not to upload any viruses or malicious code to the Platform and not to use it in any way that impairs the proper functioning, integrity, operation or appearance of the Provider’s services, systems or products.
(4) The Customer is prohibited from disclosing their login details for the Platform to unauthorised third parties. All login details must be kept secure so that third parties cannot access them. The Customer shall notify the Provider immediately if there is any suspicion that unauthorised third parties may have gained knowledge of the login details.
(5) The customer is not authorised to use the storage space on the platform for purposes other than those agreed in the contract, or to make it available to a third party, in whole or in part, whether for a fee or free of charge.
1.3.2. Warranty
(1) The Provider makes the oxethica platform available to the Customer as a Software as a Service (SaaS) solution in its current state of development. A description of the oxethica platform’s functionalities can be found here: https://www.oxethica.com/description
(2) The oxethica platform is used for the recording and documentation of AI systems. In doing so, the platform assists with the inventorying of AI systems and carries out an initial assessment of the AI system with regard to its risk classification into the categories (i) prohibited AI, (ii) high-risk AI, (iii) AI with limited risk, (iv) AI without risk, based on the customer’s inputs. The Provider makes the platform available in its current form. The Provider accepts no guarantee or liability that all aspects of national and international legislation, case law and regulatory requirements relating to artificial intelligence will be taken into account at all times. In particular, the provider does not provide legal advisory services in the field of AI or regarding individual AI systems.
The content entered into the platform is the responsibility of the Customer. The Provider accepts no liability for the completeness or accuracy of the results of any assessments, as these depend on the data entered by the customer and are generated under the Customer’s own responsibility.
(3) The Customer’s rights in the event of material defects or defects of title are governed by the statutory provisions regarding loan (free standard account) or hire (business account).
(4) The SaaS solution is usually available outside normal business hours (Mon–Fri 8.30 am–5.00 pm), which is 24 hours a day, 365 days a year; however, there is no entitlement to this. An average annual availability of at least 95% is agreed, with planned maintenance work excluded from the calculation of availability.
(5) If a defect in the platform becomes apparent during the term, the Customer must notify the Provider immediately.
(6) The Provider shall be released from its obligation to perform under this contract if and to the extent that the non-performance of services is attributable to the occurrence of force majeure after the conclusion of the contract.
Circumstances of force majeure include, for example, wars, strikes, civil unrest, expropriations, fundamental changes in the law, storms, floods and other natural disasters, as well as other circumstances for which the Provider is not responsible, in particular internet or infrastructure failures caused by third parties, water ingress, power cuts and interruptions or destruction of data-carrying lines. The Provider shall notify the Customer immediately in writing of the occurrence of a force majeure event.
(7) The Provider shall perform a data backup once a day by taking appropriate measures and precautions to protect the Customer’s data entered into the platform against loss, manipulation and unauthorised access by third parties. Should the Customer require a data backup beyond this, they must carry this out themselves. This is possible, amongst other things, by exporting the data for a fee.
1.3.3. Liability
(1) The Provider merely makes the oxethica platform available to the Customer for use at their own risk. The Provider therefore accepts no liability for any entries made by the Customer.
(2) The Provider shall be liable in cases of intent or gross negligence in accordance with statutory provisions. In cases of slight negligence, the Provider shall be liable exclusively in accordance with the provisions of the Product Liability Act, for injury to life, limb or health, or for the breach of material contractual obligations.
However, claims for damages arising from the slightly negligent breach of essential contractual obligations are limited to the foreseeable damage typical for the contract, unless liability arises from injury to life, limb or health. The Provider shall be liable to the same extent for the fault of vicarious agents and representatives.
(3) The Provider accepts no liability for network problems, interruptions, failures, delays, unavailability of the system and other connectivity issues that affect the platform or the service. The Provider accepts no liability for the loss of data. The Customer is responsible for ensuring that the minimum technical requirements for accessing and using the software in accordance with the contract are met in relation to the IT infrastructure they use and the performance of their internet connection.
(4) The Customer uses the oxethica platform at their own risk, entering their own content, and is solely responsible for compliance with legal regulations. The Provider shall not be liable for any fines imposed on the Customer by the relevant supervisory authorities as a result of a breach of national and international regulations.
1.3.4. Support Services
(1) The Provider shall ensure the contractual use of the platform for the duration of the platform’s term.
(2) All maintenance and fault-repair measures for the platform shall be carried out remotely and exclusively by the Provider. Scheduled maintenance work requiring an interruption of service shall, where technically possible, be carried out on working days between 17:00 and 08:30. Otherwise, maintenance work shall be announced with one week’s notice via a notice in the platform’s login area. In the event of measures taken to ensure operational security, maintain network integrity or avert risks to customer data, this notice period may be reduced to a maximum of 4 hours.
(3) The Provider may restrict the Customer’s access to the platform if required to ensure operational security, maintain network integrity or avert risks to customer data. In such cases, the Provider shall inform the Customer immediately.
1.3.5. Data Protection
(1) Personal data provided by the Customer in the contract shall be processed by the parties in compliance with the EU General Data Protection Regulation 2016/679 (GDPR). Further details can be found in our privacy policy at: [https://www.oxethica.com/privacy].
(2) By creating a customer account, the Customer enters into a data processing agreement with the Provider within the meaning of Article 28 of the GDPR.
(3) Details regarding data processing and storage can be found in our information on data storage, see: https://www.oxethica.com/data-processing-and-storage
1.3.6. Confidentiality
(1) The Provider undertakes to treat as confidential all commercial, technical or other business-related information requiring confidentiality that is disclosed to or made available to the Customer through the business relationship, and to use such information exclusively for the purposes of the business relationship.
(2) The confidentiality obligations shall not apply to confidential information insofar as it
a. is in the public domain or publicly known, or is subsequently made available to the public (except as a result of a breach of this agreement);
b. can be proven to have been developed independently by the receiving party;
c. constitutes data/documents of the company being valued which have been disclosed by the company being valued to requesting companies or the group of requesting companies in accordance with this agreement;
d. is lawfully obtained, free of restrictions, from another third party who is entitled to provide such information and who did not receive it from the receiving party; or
e. must be disclosed by law or pursuant to a court order.
(4) The Customer is prohibited from obtaining the Provider’s confidential information regarding the functioning of the oxethica platform by means of reverse engineering. Reverse engineering is understood to mean all actions, including observation, testing, examination and disassembly, with the aim of obtaining confidential information.
1.3.7. No transfer of rights to the platform
(1) The Provider reserves all intellectual property rights to the oxethica platform, in particular with regard to the questionnaire, the algorithms designed for the functioning of the oxethica platform, the methodology, the calculation model, the underlying process, the structure and design of the oxethica platform, as well as the software used and the results. oxethica grants the Customer no ownership rights to the software used on the oxethica platform, in particular its source code. The Customer is not authorised to reproduce, edit, convert into other forms of presentation, or otherwise alter, continue or supplement the software used.
(2) The Customer retains the rights to the content uploaded by them to the platform.
1.3.8. Consequences of contract termination and account deletion
Termination of a Standard Account or Business Account results in the deletion of the account at the time of termination. Upon deletion of the account, the data relating to individual AI assessments entered by the customer and generated by the oxethica tool will be deleted. The customer must ensure that any content and data they have uploaded to the account is backed up appropriately prior to deletion. Upon deletion of the account, all content will be deleted by the Provider. The Provider is under no obligation to store, archive and/or retain the Customer’s data for access by the Customer beyond the date of termination of the contract. This does not apply where the Provider is required by law to retain certain data.
1.3.9. Out-of-court dispute resolution
The European Commission provides an online platform for out-of-court online dispute resolution (“ODR platform”) between consumers and online traders. The ODR platform can be accessed via the following link: http://ec.europa.eu/consumers/odr. The Provider can be contacted via the ODR platform. As a rule, the Provider will then contact the Customer directly. The Provider is not obliged to participate in dispute resolution proceedings before a consumer arbitration board.
1.3.10. Place of jurisdiction
German law applies exclusively to the business relationship between the parties. If the Customer has no general place of jurisdiction in Germany or in another EU Member State, the exclusive place of jurisdiction for all disputes arising from this contract is the provider’s registered office.
2. Special Provisions for the Purchase and Use of oxethica Credits
2.1. Scope
These specific terms and conditions of oxethica GmbH (hereinafter referred to as the ‘Provider’) apply in addition to the terms and conditions governing the use of the oxethica platform for the purchase of oxethica credits by a consumer or business (hereinafter referred to as the ‘Customer’). Any conflicting general terms and conditions of the Customer shall not be recognised unless the Provider expressly agrees to their validity in writing.
2.2. Conclusion of Contract
(1) Unless otherwise expressly agreed, offers on the Provider’s platform are subject to change.
(2) By clicking the “Purchase with obligation to pay” button, the customer submits a legally binding offer.
(3) The contract for the purchase of oxethica credits is accepted by the Provider when the payment is processed and the credits are made available to the customer.
(4) Should it not be possible to provide the product ordered by the Customer, the Provider shall refrain from accepting the offer. In this case, no contract shall be concluded. The Provider shall inform the Customer of this without delay and shall refund any payments already received without delay.
2.3. Consequences of the Deletion of a User Account
In the event of the termination of a contract for the use of the oxethica platform under a Standard Account or Business Account and the associated deletion of the account, any purchased, unused credits cannot be returned or exchanged. The customer may use the credits until the date of termination.
2.4. Right of Withdrawal for Consumers
Cancellation Policy
If the Customer is a consumer, they have the right to withdraw from the contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date the contract is concluded.
To exercise the right of withdrawal, the Customer must inform the Provider (oxethica GmbH, Jüthornkamp 13, 22043 Hamburg, email: info@oxethica.com) of their decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post, fax or email).
You may use the attached model withdrawal form for this purpose, although this is not mandatory.
To meet the withdrawal deadline, it is sufficient for the Customer to send the notification of their exercise of the right of withdrawal before the withdrawal period expires.
Consequences of Withdrawal
If the Customer withdraws from the contract, the Provider must refund all payments received from the Customer, including delivery costs, without delay and at the latest within fourteen days of the day on which the supplier received notification of the withdrawal from the contract. For this refund, the Provider shall use the same means of payment that the Customer used for the original transaction, unless expressly agreed otherwise with the Customer; in no event shall the customer be charged any fees in connection with this refund.
2.5. Delivery
The Provider shall make the credits available to the Customer immediately via digital means for collection in the user account.
2.6. Prices and payment terms
(1) Unless otherwise agreed in individual cases, the prices valid at the time the contract is concluded shall apply. All prices are gross prices inclusive of statutory VAT. Delivery and shipping costs do not apply due to the nature of the service; otherwise, these will be stated separately in the relevant product description.
(2) The Customer shall only be entitled to rights of set-off or retention to the extent that their claim has been legally established or is undisputed.
(3) The purchase of the virtual currency offered on the platform (“oxethica credits”) is made exclusively against payment via the external payment service provider Stripe Payments Europe Limited (1 Grand Canal Street Lower, Grand Canal Dock, Dublin D02 H210, Ireland) and is due immediately upon completion of the ordering process.
The use of Stripe is subject to Stripe’s Terms of Service, over which the provider has no control. Stripe’s Privacy Policy and Terms of Service also apply to payment processing.
(4) Once payment has been successfully processed by Stripe, the corresponding number of credits will be credited to the Customer’s user account. These credits may only be used within the oxethica platform to purchase the products offered there – they have no cash value. oxethica credits cannot be transferred to other persons or to another account. Any attempt to transfer oxethica credits is void and may result in the termination of the account.
(5) A conversion of oxethica credits back into real money is only possible if the operation of the platform is permanently discontinued altogether, and only for credits that were acquired no more than three years prior to that point.
(6) The Provider reserves the right to expand, modify or improve the services agreed between the parties. This also includes the fees for the services. In doing so, the Provider shall always take due account of the legitimate interests of the customer and shall inform the customer in good time of any necessary adjustments.