Terms of Service

§ 1 Scope

(1) These general terms and conditions (“Terms”) govern all contracts on the use of the Simpanion platform (the “Platform”) between Simpanion Technologies UG (haftungsbeschränkt) (“Simpanion”) and its customers.

(2) The offering is directed exclusively at entrepreneurs within the meaning of § 14 BGB, legal persons under public law and special funds under public law. Contracts with consumers are excluded.

(3) Conflicting or deviating terms of the customer do not become part of the contract, even where Simpanion does not expressly object to them. Individual agreements (e.g. an order form or service description) take precedence over these Terms.

§ 2 Subject of the contract

(1) Simpanion provides a cloud-based platform for AI-supported role-play training: users practise conversation and negotiation situations with AI counterparts (text, voice, video avatar), work through learning content and receive automated feedback and evaluations.

(2) The specific scope of functions, the number of user licences and any additional services follow from the respective order form or offer.

(3) The Platform is provided as software-as-a-service via the internet. The software itself is not handed over.

§ 3 Conclusion of contract

The contract is concluded by both parties signing the order form or by acceptance of an offer by Simpanion in text form.

§ 4 Rights of use and user accounts

(1) For the contract term, the customer receives the simple, non-exclusive, non-sublicensable and non-transferable right to use the Platform for its own internal training purposes through the agreed number of named users.

(2) User accounts are personal. The customer ensures that credentials are kept confidential and not shared, and informs Simpanion without undue delay of any unauthorised use.

(3) The customer may not reverse engineer, decompile or systematically extract (scrape) the Platform, or make it available to third parties outside the agreed group of users, except where mandatory law permits.

(4) Content uploaded by the customer or its users (e.g. own learning content) remains the customer’s. The customer grants Simpanion the simple rights of use required to operate the Platform.

§ 5 Availability and maintenance

(1) Simpanion provides the Platform with an availability of 98.5% as a monthly average at the handover point (data centre egress). Announced maintenance windows and outages not attributable to Simpanion (e.g. internet disruptions outside Simpanion’s sphere of responsibility, force majeure) are excluded.

(2) Where possible, Simpanion announces maintenance with reasonable notice and performs it outside usual business hours.

§ 6 Customer obligations

(1) The customer uses the Platform only within applicable law and ensures its users do the same. In particular, uploading unlawful content and interfering with the technical infrastructure are prohibited.

(2) The customer deploys the Platform towards its employees on its own responsibility. It is the data protection controller for the training data processed on its behalf (see § 10) and in particular ensures that

• its employees receive the information required under Art. 13, 14 GDPR,
• employment-law requirements are met, including any required involvement of the works council (in particular § 87 (1) no. 6 BetrVG), and
• any required data protection impact assessment (Art. 35 GDPR) is carried out; Simpanion provides support as set out in the data processing agreement.

(3) The customer does not upload special categories of personal data (Art. 9 GDPR) to the Platform unless expressly agreed otherwise.

§ 7 AI features

(1) The Platform’s counterparts are AI systems; voices and video avatars are synthetically generated. Users are informed of this within the Platform.

(2) AI-generated evaluations are automated training feedback. They are not aptitude, performance or personality diagnostics and may be inaccurate in individual cases. Simpanion makes no decisions with legal effect or similarly significant impact on users (Art. 22 GDPR). Whether and how the customer uses training results is its sole responsibility; use for individual employment measures is expressly discouraged.

(3) AI inference runs on servers in the EU (AWS Frankfurt region). Simpanion does not use customer content to train AI models.

§ 8 Fees and payment

(1) Fees follow from the order form. All prices are net plus statutory VAT.

(2) Billing is annually in advance unless agreed otherwise. Invoices are payable within 30 days of receipt without deduction. In case of default, the statutory rules apply (§ 288 BGB).

(3) In case of payment default, Simpanion may, after prior notice, suspend access to the Platform until the outstanding amount is paid. The payment obligation remains unaffected.

§ 9 Term, termination, data export

(1) Term and renewal follow from the order form. Unless agreed otherwise there, the term is twelve months, renewing for twelve months at a time unless the contract is terminated in text form with one month’s notice to the end of the respective term. The right to terminate for cause remains unaffected.

(2) Terminations require text form.

(3) Upon request, Simpanion provides the customer’s data in a common, machine-readable format within 30 days after the end of the contract. After this period, Simpanion deletes the data processed on behalf of the customer as set out in the data processing agreement, unless statutory retention duties apply.

§ 10 Data protection and processing on behalf

(1) Insofar as Simpanion processes personal data of the customer’s users in providing the Platform, it does so on behalf of and on the documented instructions of the customer. The parties conclude a data processing agreement pursuant to Art. 28 GDPR (“DPA”), which forms part of the contract and lists the subprocessors deployed and the technical and organisational measures.

(2) For account, security and billing data that Simpanion processes for its own purposes, Simpanion is itself the controller; details are set out in the Platform’s privacy notice.

§ 11 Confidentiality

The parties keep each other’s confidential information confidential and use it only to perform the contract. This obligation applies for the term of the contract and three years thereafter. Statutory disclosure obligations remain unaffected.

§ 12 Warranty

(1) Simpanion maintains the Platform in the contractually agreed condition during the term and remedies defects within a reasonable period.

(2) Strict (no-fault) liability for defects already existing at the time of contract conclusion (§ 536a (1) alt. 1 BGB) is excluded.

(3) The customer notifies defects without undue delay in a comprehensible form and supports Simpanion to a reasonable extent in analysing them.

§ 13 Liability

(1) Simpanion is liable without limitation for intent and gross negligence, for culpable injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee assumed.

(2) For simple negligence, Simpanion is liable only for the breach of essential contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), limited to the damage typical for the contract and foreseeable at its conclusion, and in total capped at the fees paid by the customer in the twelve months preceding the damaging event.

(3) For loss of data, in cases of simple negligence Simpanion is liable only up to the recovery effort that would have been required had the customer performed proper and regular backups, unless backup is contractually Simpanion’s duty.

(4) Any further liability is excluded.

§ 14 Force majeure

Neither party is responsible for non-performance to the extent it is caused by circumstances beyond its control (e.g. natural disasters, war, official orders, large-scale network or power outages). Performance obligations are suspended for the duration of the disruption.

§ 15 Changes to these Terms

Simpanion may amend these Terms with effect for the future to the extent reasonable for the customer. Amendments are announced in text form at least six weeks before taking effect. If the customer does not object within four weeks of receipt, the amended Terms are deemed accepted; the announcement points out this consequence separately. In case of objection, either party may terminate the contract effective as of the date the amendment takes effect.

§ 16 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) Exclusive venue for all disputes arising from or in connection with this contract is Bamberg, Germany, provided the customer is a merchant, a legal person under public law or a special fund under public law.

(3) Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.