General Terms and Conditions (GTC)
explai GmbH
Last modified: 16.03.2026
Only the German version of these General Terms and Conditions is legally binding. This English version is provided for convenience and information purposes only (see Section 20).
1. Scope of Application
These General Terms and Conditions apply to all contracts between explai GmbH and its customers and service providers regarding hardware, software, licenses, training, and services (the "explai Software" and the "explai Services").
2. Conclusion of Contract
Offers are subject to change. The contract is concluded by written or text form order confirmation.
3. License and Terms of Use
Use of the explai Software and the explai Services is subject to the respective license terms or terms of use. Transfer or sublicensing is prohibited without consent.
4. Scope of Services
The scope of services is defined by the order confirmation and product description.
5. Cooperation Obligations
The Customer is obligated to perform the necessary cooperation actions for service provision in a timely manner and free of charge. This includes in particular the provision of necessary information (e.g., business documents, process descriptions, policies), data, and infrastructure (in particular IT hardware such as servers and storage space as well as IT services such as database and network services). The use of this information, data, and infrastructure is exclusively for the purpose of the contractually agreed service provision. The Customer ensures that it is authorized to transmit the provided data and observes the principles of data minimization; personal data must be anonymized or pseudonymized wherever possible. In case of delays or additional expenses due to lack of cooperation by the Customer, delivery deadlines may be adjusted and additional costs may be charged.
6. Prices and Payment Terms
The agreed prices apply. Payments are due within 14 days of invoicing unless otherwise specified in contract documents.
7. Retention of Title and Rights of Use
Delivered hardware remains the property of explai GmbH until full payment of all claims arising from the business relationship. Software and licenses are provided to the Customer for use in accordance with the respective license terms or terms of use. The Customer may use the goods subject to retention of title or licensed software in ordinary business operations as long as payment is not in default. In case of breach of contract by the Customer, particularly in case of payment default, explai GmbH is entitled to take back the goods subject to retention of title, revoke usage rights, or discontinue services.
8. Warranty and Liability
Warranty is governed by statutory provisions. The liability of explai GmbH is limited as follows: (a) For damages resulting from injury to life, body, or health, as well as for damages based on intentional or grossly negligent conduct, explai GmbH is liable without limitation. (b) In case of slight negligent breach of essential contractual obligations (cardinal obligations), liability is limited to the typical, foreseeable damage, but at most to the amount of remuneration paid by the Customer in the twelve months preceding the damage-causing event. (c) Otherwise, liability for slight negligence is excluded. (d) Liability under the Product Liability Act and other mandatory statutory provisions remains unaffected.
9. Force Majeure
Neither party is liable for non-performance or delayed performance of its obligations to the extent that this is attributable to circumstances beyond its reasonable control (force majeure), including natural disasters, war, terrorism, pandemics, governmental measures, or failures of public communication networks.
10. Data Protection
We process personal data in accordance with our privacy policy and applicable data protection laws. To the extent that explai GmbH processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement (DPA) in accordance with Art. 28 GDPR before the start of processing. The Customer remains responsible for the lawfulness of data transmission and ensures that it has the necessary legal basis for transmitting personal data to explai GmbH.
11. Use of Cloud Services
If the Customer uses the software from explai GmbH with third-party services, the Customer ensures compliance with applicable data protection laws there. explai GmbH informs the Customer upon request about subprocessors used. To the extent that personal data is transferred to third countries outside the EEA, explai GmbH ensures that appropriate safeguards are in place in accordance with Art. 44 et seq. GDPR (e.g., standard contractual clauses, adequacy decision).
12. Exclusivity
No contract can establish exclusivity or sole sourcing obligations unless explicitly agreed to by explai GmbH.
13. Contractual Penalties and Liquidated Damages
Contractually agreed penalty payments or liquidated damages claims are excluded unless expressly and individually agreed.
14. Non-Compete and Restrictive Clauses
The conclusion of a contract does not establish any non-compete obligations, non-solicitation obligations, or other restrictive obligations.
15. Termination
Ordinary termination or early contract termination at the free discretion of a contracting party is excluded unless expressly agreed. The contract term and notice periods are governed by the respective individual agreement. The right to extraordinary termination for cause remains unaffected for both parties. For continuing obligations without an agreed term, a notice period of three months to the end of the month applies.
16. Transferability and Assignment
Assignment of rights and obligations under contracts by the Customer requires prior written consent of explai GmbH. explai GmbH may freely assign rights and obligations under the contracts.
17. Transfer of Intellectual Property
Transfer of intellectual property rights takes place only if expressly and separately agreed in writing.
18. Most-Favored-Nation
An obligation of explai GmbH to grant terms at least as favorable as terms granted to third parties (most-favored-nation clause) is expressly excluded.
19. Jurisdiction and Applicable Law
All disputes arising out of or in connection with this Agreement shall first be attempted to be settled by negotiation at management level. The affected party must notify the other party of the dispute in writing. Within 30 days of receipt of this notification, the respective responsible members of management of both parties shall conduct a personal negotiation. If the negotiation fails or is not commenced in a timely manner, a mediation procedure in accordance with the mediation rules of the German Institution of Arbitration (DIS) is permissible before filing a lawsuit. Exclusive place of jurisdiction is the court having general jurisdiction over the seat of the respective defendant party. German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
20. Language
The parties agree that only the German version of these General Terms and Conditions shall be legally binding. The English version is provided for convenience and information purposes only; in case of any discrepancies, inconsistencies, or issues of interpretation, only the German text shall prevail.
21. Severability Clause
Should individual provisions be invalid, the contract remains valid otherwise. The invalid provision shall be replaced by a valid one that comes closest to the economic purpose of the invalid provision.