§ 1 Provider, Subject Matter of the Contract and Scope
(1) These General Terms and Conditions (“GTC”) govern the use of the cloud-based SOF AI software platform, including all related websites, applications, user interfaces, application programming interfaces (APIs), functions, modules, content and supplementary support and service offerings (together, the “Services”) provided by Robert Kraft, trading under “SOF Solutions Hub” and “SOF AI”.
(2) SOF AI is a Software-as-a-Service (SaaS) platform supporting the research, analysis, planning, creation, editing, optimization, quality assurance, management and evaluation of digital content, as well as other current and future platform functions. The specific scope of Services is determined by the plan booked, the service description applicable at the time the contract is concluded, the ordering process and, where applicable, individual agreements.
(3) These GTC apply to consumers within the meaning of Section 13 of the German Civil Code (BGB) and to entrepreneurs within the meaning of Section 14 BGB, unless individual provisions provide otherwise.
(4) Deviating general terms and conditions of the Customer do not apply, even if the Provider does not expressly object to them. They become part of the contract only if their application has been expressly agreed in text form.
(5) The Services can generally be used worldwide. The Customer is responsible for ensuring that its use is legally permissible at the relevant location and that all applicable statutory, regulatory, professional, export-control, sanctions and other public-law requirements are complied with.
(6) Where these GTC refer to service descriptions, plans or product information, the information published in the ordering process or on the website at the time the contract is concluded applies unless expressly agreed otherwise.
§ 2 Payment Processing via Paddle
(1) Payment processing for paid Services is handled by the payment service provider Paddle.com Market Limited or an affiliated Paddle company acting as Merchant of Record (“Paddle”), unless otherwise stated in the ordering process.
(2) As Merchant of Record, Paddle handles in particular payment processing, invoicing, collection of legally due taxes, processing of the relevant payment method and other tasks connected with payment processing.
(3) Paddle’s contractual terms, privacy provisions and payment policies may additionally apply to the execution of payments. These relate exclusively to payment processing and do not affect the contractual rights and obligations existing between the Customer and the Provider with respect to the use of SOF AI.
(4) If Paddle conducts security, identity, fraud or compliance checks as part of payment processing, or rejects, delays or cancels a payment, this falls within Paddle’s area of responsibility. The Provider generally has no influence over such decisions.
(5) Refunds, chargebacks, payment disputes or comparable payment transactions are processed in accordance with the applicable statutory provisions, contractual agreements and Paddle processes applicable to them.
(6) Irrespective of payment processing via Paddle, the Provider remains the sole contracting party with respect to use of the software and performance of the contractually agreed Services, unless otherwise required by law.
§ 3 Formation of the Contract
(1) The presentation of the Services on the website or through other sales channels does not constitute a legally binding offer, but rather a non-binding invitation to submit an offer to enter into a contract.
(2) By completing the ordering process, the Customer submits a binding offer to enter into a contract for the selected Services.
(3) The contract is concluded only when the Provider or the Merchant of Record expressly confirms the order or access to the booked Services is made available to the Customer. The earlier of these events is decisive.
(4) The Provider is not obliged to accept every contractual offer. An offer may be rejected in particular where statutory provisions prevent acceptance, there is a suspicion of fraud or abuse, compliance requirements necessitate rejection, or other legitimate reasons exist.
(5) Obvious typographical, calculation or pricing errors on the website, in the ordering process or in other offers do not give rise to a claim to conclude a contract on the incorrectly stated terms.
(6) Individual agreements between the Provider and the Customer take precedence over these GTC where they have been expressly made in text form.
§ 4 User Account and Access Credentials
(1) Use of the Services generally requires creation of a user account. The Customer must ensure that all information requested during registration is complete, accurate and kept up to date.
(2) Access credentials must be kept confidential and protected against access by unauthorized third parties. The Customer is responsible for all activities carried out under its user account unless they are attributable to the Provider.
(3) The Customer must inform the Provider without undue delay if there are indications that its user account or access credentials have been lost, misused or used without authorization.
(4) The Provider may introduce or modify appropriate security measures, including password policies, multi-factor authentication or comparable authentication procedures, where this is necessary to maintain the security or integrity of the Services.
(5) Where the Customer uses team, company or multi-user accounts, the designated administrator is responsible for managing user accounts and for granting, changing and revoking access permissions. In particular, the Customer must ensure that former employees or other previously authorized persons no longer have access to the Services.
(6) Where application programming interfaces (APIs), API keys or comparable means of access are provided, they are deemed access credentials within the meaning of these GTC and must be treated confidentially accordingly. The Provider may replace or block API keys at any time for security reasons.
(7) The Provider may temporarily suspend user accounts or take protective measures where there are specific indications of abuse, a threat to system security or a breach of these GTC.
§ 5 Scope of Services, Plans, Quotas and Fair Use
(1) The type, scope and limits of the Services are determined by the plan description applicable at the time the contract is concluded, the service description in the ordering process and, where applicable, individual agreements. These may include, in particular, article quotas, word or token limits, project limits, user seats, research modes, analysis functions, integrations, retention periods, priorities and support services.
(2) Statements such as “up to” or comparable wording denote maximum limits of a plan. They do not guarantee that every generation will be technically completed successfully or can be used without editorial revision.
(3) Quotas apply exclusively to the relevant billing period and expire at the end of that period unless expressly agreed otherwise. Cash payment, transfer between user accounts or conversion into money is excluded.
(4) At its discretion, the Provider may rerun generations that technically failed or were not successfully completed due to internal system errors, or credit them back to the Customer’s quota. There is no entitlement to additional free generations.
(5) The Provider may use different AI models, external services, algorithms or technical components to perform the Services and may replace or further develop them at any time, provided that the contractually owed core service is not unreasonably impaired. There is no entitlement to the permanent use of a specific AI model or third-party provider.
(6) The availability of individual functions may depend on third-party providers, external interfaces or technical infrastructure. Temporary restrictions, changes or outages of such services do not constitute a defect in the Services to the extent that they are outside the Provider’s control.
(7) The Services must be used within the scope of ordinary business use. In particular, it is prohibited to circumvent technical restrictions, engage in automated mass use outside approved interfaces, generate artificial load, abusively parallelize requests, or otherwise use the Services in a manner that may materially impair their stability, security or cost structure. In such cases, the Provider may take appropriate technical or organizational measures to protect the Services.
(8) The Provider continuously develops SOF AI. Functions may be added, replaced or discontinued, provided that the contractually owed core service of the booked plan is preserved overall.
§ 6 Prices, Payment and Subscriptions
(1) The prices, currencies, taxes and payment terms shown in the ordering process at the time the contract is concluded apply. Payment is processed through the Merchant of Record identified at checkout. Where Paddle acts as Merchant of Record, Paddle calculates and collects applicable sales, value-added or comparable taxes in accordance with the applicable statutory provisions.
(2) For paid subscriptions, recurring fees are charged at the beginning of each billing period using the payment method selected by the Customer. The Customer authorizes the Merchant of Record or the payment service provider used to debit or charge the amounts due accordingly.
(3) Unless the booked plan provides otherwise, a subscription automatically renews at the end of the relevant billing period for another period of equal length. The subscription may be terminated at any time. For the termination to become effective at the end of the current billing period, it must be submitted at least two (2) hours prior to the start of the next billing period. Terminations received later than this deadline will become effective at the end of the subsequent billing period. Periods already paid for remain fully usable until they expire.
(4) Fees already paid are generally not refunded on a pro rata basis in the event of ordinary termination. Mandatory statutory claims, a validly exercised right of withdrawal and expressly promised refunds remain unaffected.
(5) If a payment cannot be successfully collected, is reversed, or the Customer is in default with amounts due, the Provider may temporarily restrict or suspend paid functions until all outstanding amounts have been paid in full. Further statutory or contractual claims remain unaffected.
(6) Price changes apply exclusively to future billing periods. Affected Customers will be informed within a reasonable period before the changes take effect. Any statutory or contractual termination right available to the Customer because of a price change remains unaffected.
(7) Discount campaigns, vouchers, introductory offers or time-limited special conditions apply exclusively in accordance with the respective published or agreed terms. There is no entitlement to the permanent continuation of such special conditions.
(8) A right of set-off or retention exists only to the extent that the counterclaim has been finally adjudicated, is undisputed, is ready for decision, or is mandatorily available to the Customer by law.
§ 7 Right of Withdrawal for Consumers
(1) Consumers have the statutory right of withdrawal for distance contracts in accordance with the applicable statutory provisions. The withdrawal instructions and the model withdrawal form are made available to the consumer during the ordering process and together with the contract confirmation.
(2) If the consumer expressly requests that performance of the digital service begin during the withdrawal period, compensation for the value of the service may be required in the event of withdrawal in accordance with the statutory provisions, provided that their requirements are met.
(3) In the case of digital content or digital services, the right of withdrawal may expire early if the statutory requirements are met and the consumer has made the required express declarations during the ordering process.
(4) The right of withdrawal is excluded or expires only in accordance with mandatory statutory provisions. No further restrictions on the statutory right of withdrawal are agreed.
(5) Statutory consumer rights otherwise remain unaffected.
§ 8 Customer Inputs
(1) The Customer may enter texts, keywords, files, images, URLs, trademark information, company information, instructions and other content and data (“Inputs”) into SOF AI or transmit them through approved integrations.
(2) The Customer retains all rights to its Inputs. For the duration of the contract, the Customer grants the Provider a non-exclusive right to store, reproduce, process, technically transform and transmit the Inputs to subcontractors or third-party providers used by the Provider, to the extent necessary to provide the contractually agreed Services.
(3) The Customer represents that it has all rights, consents and legal bases required to use the Inputs and that their processing does not infringe third-party rights or statutory provisions.
(4) The Customer must not enter unlawful, harmful, misleading or otherwise impermissible content. This applies in particular to content that infringes copyright, trademark, personality, data protection, competition or trade-secret rights.
(5) The Provider is not obliged to review all Inputs in advance. However, it may block or remove Inputs in whole or in part, or refuse to process them, where there are specific indications of legal violations, security risks or breaches of these GTC.
(6) Special categories of personal data or other particularly sensitive information should be processed only where this is intended for the relevant function and the Customer has a sufficient legal basis for doing so.
(7) The Customer remains solely responsible for the content, accuracy, completeness and currency of its Inputs.
§ 9 AI-Generated Outputs and Customer Rights
(1) SOF AI processes the Customer’s Inputs using its own and external AI systems and generates texts, analyses, evaluations, structures, metadata or other content from them (“Outputs”). Inputs and Outputs together are referred to as “Customer Content”.
(2) To the extent that the Provider holds transferable rights in the Outputs, those rights are granted to the Customer upon full payment, without limitation as to time, territory or content, to the extent required for contractual use. Statutory restrictions or third-party licensing restrictions remain unaffected.
(3) The Customer remains solely responsible for reviewing, editing, approving, publishing and using the Outputs. AI-generated content may be incomplete, incorrect or require legal review.
(4) Due to the way generative AI works, it cannot be excluded that similar or identical content may also be generated for other users. Exclusivity of individual Outputs is therefore not owed.
(5) The Provider does not warrant that Outputs are eligible for copyright protection, free of third-party rights or suitable for a particular purpose.
(6) The Customer must independently review all Outputs from a professional, legal and editorial perspective before publication or other use.
(7) Where Outputs are based on information, sources or data of third parties, their content may subsequently change or cease to be available. The Provider assumes no responsibility for this.
§ 10 Editorial Review and No Professional Advice
(1) Content generated or provided by SOF AI serves exclusively to support the Customer. AI-generated content may be incomplete, incorrect, misleading, outdated or legally inaccurate and does not replace human review.
(2) Before publishing or otherwise using any Output, the Customer must independently verify its factual accuracy, completeness, currency, legal permissibility and suitability for the intended purpose.
(3) SOF AI does not provide legal, tax, financial, medical, insurance, investment, security or other regulated professional advice. Corresponding Outputs constitute non-binding information only and must not be used as the sole basis for decisions.
(4) The Provider assumes no responsibility for decisions, publications or other measures taken by the Customer on the basis of AI-generated Outputs.
(5) Where sources, statistics, search results, rankings, competitor analyses or comparable information are provided, they are for orientation only. The Customer must independently verify original sources, usage rights and the currency and accuracy of the information.
(6) Editorial, legal and commercial responsibility for all published or otherwise disseminated content remains solely with the Customer.
§ 11 No Guarantee of Success, Ranking or Publication
(1) The Provider owes only the provision of the contractually agreed functions and Services. No particular economic, technical, editorial or business success is owed.
(2) In particular, the Provider gives no guarantee of specific positions in search engines or AI systems, rankings, indexing, visibility, traffic, reach, leads, conversion rates, revenue or other business results.
(3) Recommendations, analyses, forecasts, content plans, evaluations, optimization suggestions or visibility analyses are based on the information, models and data sources available at the relevant time. These may change at any time without the Provider having any influence over them.
(4) The Provider does not warrant that content will be published, indexed, adopted, recommended or made permanently available by search engines, AI systems, social networks or other platforms.
(5) Changes to algorithms, policies, interfaces, third-party providers or legal requirements may affect the results or functions of the Services without constituting a defect in the contractual performance.
(6) The Customer remains solely responsible for all entrepreneurial, editorial and commercial decisions and for their success.
§ 12 Provider’s Intellectual Property
(1) All rights in SOF AI and in the underlying software components, source code, databases, user interfaces, designs, workflows, prompt libraries, documentation, trademarks, logos and other protected content remain exclusively with the Provider or its licensors.
(2) For the duration of the contract, the Customer receives a simple, non-exclusive, non-transferable and non-sublicensable right to use SOF AI for its own lawful purposes within the scope of the booked plan.
(3) Without the Provider’s prior express consent, it is prohibited in particular to copy, reproduce, publish, rent, sell, license, reverse engineer, decompile or use SOF AI or material parts thereof to develop a competing product, unless mandatory statutory provisions permit otherwise.
(4) The Customer acquires no rights to source code, internal system instructions, training data, algorithms, models or other know-how of the Provider unless expressly agreed in writing.
(5) Trademarks, business identifiers, logos and other signs of the Provider may be used only with prior written consent unless such use is permitted by law.
(6) The Provider may use voluntarily submitted suggestions for improvement, bug reports or other feedback free of charge and without limitation as to time or territory to further develop its Services, provided that this does not infringe Customer rights or statutory provisions.
§ 13 Prohibited and Abusive Use
(1) The Customer may use SOF AI only in accordance with applicable law, these GTC and the booked scope of Services.
(2) In particular, the creation, processing or dissemination of unlawful content is prohibited, as is content that infringes third-party rights or pursues criminal, insulting, discriminatory, fraudulent or misleading purposes.
(3) It is likewise prohibited to circumvent technical protective measures, manipulate quotas, plans or billing systems, carry out unauthorized reverse engineering, extract non-public system components, or engage in automated mass use outside expressly approved interfaces.
(4) The Customer may not use SOF AI to distribute malware, spam, phishing, fake reviews, identity misuse, deception or for other unlawful or abusive activities.
(5) Where the Customer processes personal data or third-party content, it must ensure that all necessary rights, consents and legal bases are in place.
(6) Where there are specific indications of a breach of these GTC or applicable law, the Provider may block content, refuse processing, temporarily restrict accounts or take other appropriate measures to protect the Services. Further statutory and contractual rights remain unaffected.
(7) Mandatory statutory rights, in particular rights relating to interoperability or rights otherwise permitted by mandatory law, remain unaffected by the above provisions.
§ 14 Integrations, Third-Party Providers and External AI Models
(1) SOF AI may use third-party services, interfaces and technologies to provide the contractually agreed Services. These include in particular hosting, cloud, AI, search, analytics, authentication, payment, email, database, publishing and integration services.
(2) To the extent necessary to execute a function used by the Customer, Inputs or technically required excerpts thereof may be transmitted to and processed by third-party providers used by the Provider. Processing takes place only to the extent necessary for that purpose.
(3) The Provider may replace, update or further develop third-party providers, AI models, APIs or other technical components at any time, provided that the contractually owed core service is not unreasonably impaired. There is no entitlement to the permanent use of a specific model or provider.
(4) Changes, restrictions, price changes, outages or discontinuation of services by a third-party provider are generally outside the Provider’s control and, by themselves, do not constitute a defect in the contractual Services.
(5) Where the Customer uses its own accounts or integrations with third-party providers, it is responsible for their lawful use, configuration and compliance with the relevant terms of use.
§ 15 Data Protection and Processing on Behalf
(1) The Provider processes personal data exclusively in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR), and in accordance with the applicable Privacy Policy.
(2) Where the Provider processes personal data on behalf of a business Customer and the statutory requirements are met, the parties enter into a data processing agreement pursuant to Art. 28 GDPR before processing begins.
(3) The Customer remains responsible for the lawfulness of the personal data it processes or transmits, compliance with statutory information obligations and the existence of an appropriate legal basis.
(4) The Provider may process technical log, security, diagnostic and usage data to the extent necessary for provision of the Services, security, error analysis, abuse detection, performance optimization or compliance with legal obligations.
(5) To the extent legally permissible, fully anonymized or aggregated data may be used to improve the security, stability, quality and further development of the Services. Such use does not permit conclusions to be drawn about individual persons.
(6) Statutory retention, evidentiary and documentation obligations, as well as legitimate interests in legal defense, fraud prevention or IT security, remain unaffected by deletion requests to the extent that continued storage is legally permissible or required.
(7) Further information on the processing of personal data and the subcontractors used is set out in the Privacy Policy and, where required, a data processing agreement.
§ 16 Availability, Maintenance, Changes and Beta Features
(1) The Provider endeavors to ensure a high level of availability of the Services. However, uninterrupted or error-free availability at all times is not owed unless a Service Level Agreement (SLA) has been expressly agreed.
(2) Maintenance work, security updates, technical developments, capacity expansions and disruptions to telecommunications networks, data centers, cloud infrastructure or other third-party providers may result in temporary restrictions or interruptions to the Services. Where possible, scheduled maintenance will be announced in advance.
(3) The Provider may further develop, adapt, replace or discontinue functions, user interfaces, technical components, AI models or other parts of the Services, provided that the contractually owed core service is not unreasonably impaired.
(4) Beta, test, preview or experimental functions may be incomplete, contain errors or be changed or discontinued at any time. They are intended to test new functions and should not be used as the sole basis for business-critical processes unless expressly agreed otherwise.
(5) Temporary restrictions or outages attributable to force majeure, security measures, abuse prevention, legal obligations or circumstances outside the Provider’s control do not constitute a defect in the contractual performance.
(6) The Provider continuously develops SOF AI. New functions may be added and existing functions adapted or replaced, provided that the essential contractually owed Services are preserved overall.
§ 17 Support and Customer Cooperation Obligations
(1) The scope, availability and communication channels of support are determined by the booked plan or an individually agreed service. Specific response or resolution times are owed only where expressly agreed.
(2) The Customer should describe support requests as completely and comprehensibly as possible and provide all information required for error analysis. This may include, in particular, error messages, timestamps, affected functions, reproducible steps, screenshots or suitable log data.
(3) When transmitting information to support, the Customer must not disclose passwords, access tokens, complete payment details or other secrets unless this has been expressly requested and a secure transmission channel intended for that purpose has been provided.
(4) The Customer must cooperate to a reasonable extent in error analysis, security review and restoration of contractual use. Delays or additional effort caused by missing, inaccurate or late cooperation are not attributable to the Provider.
(5) The Customer is responsible for suitable end devices, a functioning internet connection, supported and up-to-date browsers, secure configuration of its systems and integrations, and regular backup of exported content.
(6) The Provider is not obliged to provide individual legal, tax, marketing, SEO, editorial, programming or other professional advice unless such service is expressly included in the booked plan or a separate agreement.
§ 18 Suspension, Termination and End of Contract
(1) The Customer may terminate a subscription at any time. The effective date of an ordinary termination is determined in accordance with § 6 (3). The right of both parties to terminate for good cause remains unaffected.
(2) The Provider may temporarily suspend access to the Services in whole or in part where there are specific indications of a material contractual breach, a security threat, abusive or unlawful use, a legal obligation or payment default.
(3) Where possible and reasonable in the circumstances, the Customer will be informed before suspension and given an opportunity to remedy the issue within a reasonable period. This does not apply where immediate action is necessary to protect the Services, other users or third parties, or to comply with legal obligations.
(4) Good cause for extraordinary termination exists in particular in the event of serious or repeated breaches of these GTC, attacks on systems, unlawful use, circumvention of technical restrictions or suspensions, substantial payment arrears, or a specific threat to the Services or third parties.
(5) Access to paid functions ends when termination takes effect. The Customer is responsible for exporting or otherwise securing any required content and data in good time before the end of the contract.
(6) After the end of the contract, Customer Content and account data are deleted, anonymized or retained in accordance with the Privacy Policy, agreed retention periods and statutory retention and evidentiary obligations.
(7) Re-registering or using other accounts to circumvent a justified suspension or termination is prohibited.
§ 19 Rights in Case of Defects
(1) For consumers, the statutory provisions governing digital products and digital services apply, in particular the statutory rights in case of defects and statutory update obligations.
(2) In relation to entrepreneurs, where a defect exists the Provider is initially entitled to subsequent performance. At its choice, the Provider may remedy the defect, provide defect-free performance or provide another reasonable form of subsequent performance.
(3) If subsequent performance fails, is refused or is unreasonable for the Customer, the Customer is entitled to the further statutory rights. For entrepreneurs, a price reduction or rescission generally requires that a reasonable opportunity for subsequent performance has first been provided, unless otherwise stipulated by law.
(4) A defect does not exist merely because a technically and substantively usable AI-generated Output does not match the Customer’s personal taste, subjective expectations or desired writing style, requires editorial revision, or an expected SEO, ranking, visibility, revenue or other business result is not achieved.
(5) A defect likewise does not exist merely because external data sources, AI models, search results, rankings, algorithms, interfaces or third-party services subsequently change, provided that the contractually owed core service continues to be performed.
(6) The Customer should describe reproducible defects without undue delay and as completely as possible and provide the Provider with the information required for review and subsequent performance. This obligation does not restrict statutory consumer rights.
(7) Claims for defects do not exist to the extent that the impairment is attributable to the Customer, in particular due to unsuitable Inputs, unsupported systems, incorrect third-party configurations, unauthorized changes or use contrary to these GTC, unless the Customer proves that the impairment is independent of those circumstances.
§ 20 Liability
(1) The Provider is liable without limitation in cases of intent and gross negligence, culpable injury to life, body or health, under the German Product Liability Act, within the scope of an expressly assumed guarantee, and in all other cases of mandatory statutory liability.
(2) In the event of a slightly negligent breach of an essential contractual obligation, liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are obligations whose performance makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely.
(3) Otherwise, the Provider’s liability for slight negligence is excluded. The above limitations of liability also apply for the benefit of the Provider’s legal representatives, employees, vicarious agents and other persons engaged by the Provider.
(4) To the extent legally permissible, the Provider is not liable for damage arising because the Customer uses or publishes AI-generated Outputs without appropriate professional, legal or editorial review, or provides inaccurate, incomplete or unlawful Inputs.
(5) The Provider is also not liable for damage caused by disruptions, changes or outages of external AI models, third-party providers, internet connections, hosting, cloud or telecommunications services to the extent that these are outside its control.
(6) To the extent legally permissible, liability for data loss is limited to the typical restoration effort that would have arisen if the Customer had performed proper and regular data backups.
(7) The above limitations of liability do not affect mandatory statutory claims or statutory consumer rights.
§ 21 Indemnification for Breaches by Entrepreneurs
(1) Entrepreneurs shall, upon first demand, indemnify the Provider against justified third-party claims to the extent that such claims are based on unlawful Inputs, infringing publications or another contractual breach in the use of the Services for which the entrepreneur is responsible.
(2) The indemnification includes the necessary and reasonable costs of legal defense and other necessary expenses to the extent that the entrepreneur is responsible for the breach.
(3) The Provider will inform the entrepreneur without undue delay of asserted claims and, to the extent legally and practically possible, give the entrepreneur an opportunity to participate in the defense or settlement of the claim.
(4) The indemnification obligation does not apply to the extent that the claim is predominantly based on conduct attributable to the Provider or the Provider itself caused the legal violation.
(5) Statutory consumer rights are not restricted by this provision.
§ 22 Confidentiality and Trade Secrets
(1) Both parties undertake to keep confidential all confidential information of the other party that becomes known to them in connection with the contractual relationship, to protect it appropriately against access by unauthorized third parties and to use it exclusively for performance of the contract.
(2) Confidential information includes, in particular, information marked as confidential and information whose confidential nature follows from its type or the circumstances of disclosure. This may include, in particular, business and trade secrets, technical information, security concepts, access credentials, internal documentation, non-public product information, pricing and business strategies, and Customer and project data.
(3) The confidentiality obligation does not apply to information that was already lawfully known to the receiving party without a confidentiality obligation, is generally known or becomes publicly available without breach of duty, was lawfully disclosed by an authorized third party, or was demonstrably developed independently by the receiving party.
(4) Where a party is required by law, regulatory order or court decision to disclose confidential information, it may disclose such information to the extent required. To the extent legally permissible, it will inform the other party in advance and reasonably assist in limiting the disclosure.
(5) The parties may make confidential information available to employees, vicarious agents, advisers and subcontractors who require that information for performance of the contract and who are themselves subject to appropriate confidentiality obligations.
(6) In particular, the Customer may not disclose or publish non-public system information, internal security mechanisms, access credentials, prompt libraries, technical documentation or other protected components of SOF AI. Legally permissible vulnerability disclosures and the assertion or defense of legal claims remain unaffected.
(7) The confidentiality obligations survive the end of the contract for as long as and to the extent that the relevant information remains confidential or protected as a trade secret. Mandatory statutory retention, disclosure and evidentiary obligations remain unaffected.
§ 23 Amendments to these GTC
(1) The Provider may amend these GTC with effect for the future where there is an objective reason for doing so. Such a reason may arise in particular from changes in the law or decisions of highest courts, new or changed security requirements, technical developments, changes to third-party providers used, the introduction of new functions or further development of the business model.
(2) Amendments that shift the contractual balance to the Customer’s disadvantage by more than an insignificant degree will be communicated to the Customer in text form at least four weeks before their intended effective date. The amendment notice will explain the material changes and the date on which they take effect.
(3) To the extent that an amendment is not exclusively legally or economically advantageous to the Customer, the Customer may terminate the contract extraordinarily with effect on the amendment date up to the time the amendment takes effect. The amendment notice will draw attention to this termination right.
(4) The Customer’s consent by silence will be assumed only where this is legally permissible, is expressly provided for in the amendment notice, and the Customer has been specifically informed of the significance of its silence, the objection period and the consequences of failing to object.
(5) Essential performance obligations, prices already agreed for current billing periods and express consents required by law are not changed solely by silence.
(6) Amendments that are immediately required due to mandatory legal requirements, regulatory orders or to address specific security risks may be made on shorter notice or, exceptionally, without prior notice. The Provider will inform the Customer as soon as this is legally and practically possible.
§ 24 Force Majeure
(1) Neither party is liable for non-performance or delayed performance of contractual obligations to the extent caused by an event outside its reasonable control that could not have been prevented or overcome even by exercising reasonable care.
(2) Events of force majeure include in particular natural disasters, fire, floods, pandemics, epidemics, war, terrorist attacks, civil unrest, governmental measures, statutory prohibitions, labor disputes, large-scale cyberattacks and significant outages of power supply, telecommunications, internet, data centers, cloud infrastructure or material third-party providers.
(3) The party affected by the event will inform the other party without undue delay, to the extent legally and practically possible, and take all reasonable measures to limit the effects of the event and resume performance as soon as possible.
(4) For the duration and to the extent of the impairment caused by force majeure, the affected performance obligations are suspended. Payment obligations already due for Services properly performed beforehand remain unaffected.
(5) If a material impairment lasts for more than thirty consecutive days and resumption of the affected Services is not foreseeable within a reasonable period, either party may terminate the affected part of the contract with effect for the future.
(6) In the event of termination under paragraph 5, fees already paid in advance for periods in which the affected Service will no longer be performed will be refunded in accordance with statutory provisions. Further claims exist only to the extent required by mandatory law.
§ 25 Electronic Communication
(1) Contract-related notices, invoices, payment information, security information, changes to the Services and other legally permissible declarations may be provided to the Customer electronically through the Customer account, within the Services or by email.
(2) During the term of the contract, the Customer must maintain a reachable and current email address and update changes to its contact details in the Customer account without undue delay or notify the Provider.
(3) Notices are deemed received as soon as they are retrievable in the Customer account or have been sent to the most recent email address provided by the Customer, unless a different time of receipt is legally decisive.
(4) The Customer is responsible for regularly checking its email communications and taking appropriate measures to ensure that messages from the Provider are not prevented by spam filters, full mailboxes or other technical settings.
(5) Statutory form requirements, in particular requirements for written form, text form or provision on a durable medium, remain unaffected.
(6) The Provider may use additional communication channels for security-related, contractually material or legally required notices to the extent that corresponding contact details are available to it.
§ 26 Consumer Dispute Resolution
(1) The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration body within the meaning of the German Consumer Dispute Resolution Act (VSBG), unless a legal obligation exists in an individual case.
(2) Irrespective of this, the Provider endeavors to resolve complaints and disagreements with Customers amicably and out of court. Customers may contact the Provider at any time using the contact options stated in the legal notice or in these GTC.
(3) Where required by law, the Provider will provide information about the competent consumer arbitration body and the conditions for participation.
(4) The European Union’s online dispute resolution platform (ODR platform) is mentioned or linked only to the extent that there is a legal obligation to do so.
(5) The Customer’s statutory rights, in particular the right to bring proceedings before courts or contact competent supervisory or consumer-protection authorities, remain unaffected.
§ 27 Governing Law and Jurisdiction
(1) All contractual relationships between the Provider and the Customer are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) In relation to consumers, this choice of law applies only to the extent that it does not deprive them of the protection afforded by mandatory provisions of the law of the state in which they have their habitual residence.
(3) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the Provider’s registered place of business is the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship.
(4) Paragraph 3 also applies to entrepreneurs who, when the contract is concluded, have no general place of jurisdiction in Germany, to the extent that such an agreement on jurisdiction is legally permissible.
(5) Mandatory exclusive places of jurisdiction and statutory provisions on international jurisdiction, in particular those protecting consumers, remain unaffected.
§ 28 Final Provisions
(1) The Customer may transfer rights and obligations under this contract to third parties only with the Provider’s prior consent, unless otherwise provided by law. Section 354a of the German Commercial Code (HGB) and mandatory statutory assignment rights remain unaffected.
(2) The Provider may transfer the contract to a legal successor in connection with a corporate restructuring, merger, spin-off or transfer of business, provided that the Customer’s legitimate interests are not unreasonably impaired.
(3) Set-off and retention are governed by statutory provisions. In relation to entrepreneurs, they are permissible only with undisputed claims, claims that have been finally adjudicated, or claims that are ready for decision, unless otherwise provided by law.
(4) If individual provisions of these GTC are or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid or unenforceable provision. To the extent legally permissible, an additional provision is deemed agreed in relation to entrepreneurs that comes as close as possible to the economic purpose of the invalid provision.
(5) Individual agreements between the Provider and the Customer take precedence over these GTC. Amendments and supplements to individual agreements require at least text form unless a stricter form is prescribed by law.
(6) Mandatory statutory consumer rights and mandatory provisions of applicable law remain unaffected by these GTC.
APPENDIX: MODEL WITHDRAWAL FORM
Complete and return this form only if you, as a consumer, wish to withdraw from the contract.
To: Robert Kraft, Schönefelder Chaussee 221, 12524 Berlin, Germany, email: contact@sofsolutionshub.com, telephone: +49 160 6119180
I/We (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following digital service / the following digital content:
Ordered on (*) / received on (*): _______________________________________________
Name of consumer(s): ____________________________________________________________
Address of consumer(s): _________________________________________________________
Date: __________________________________________________________________________
Signature of consumer(s) (only if this form is submitted on paper):
(*) Delete as appropriate.