Terms of Use

explai GmbH

Last modified: 16.03.2026

Only the German version of these Terms of Use is legally binding. This English version is provided for convenience and information purposes only (see Section 14.5).

1. License Grant

1. explai GmbH grants the Customer a simple, time-limited, non-transferable, non-sublicensable, and revocable right to use the explai Software and/or the explai Services for its own operational purposes.
2. No acquisition of ownership in the explai Software, the explai Services, or the underlying infrastructure shall occur.
3. Use by affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) is only permitted with prior written consent of explai GmbH.
4. Rights and obligations under this Agreement may only be assigned by the Customer with prior written consent of explai GmbH.
5. In the event of distribution of the explai Software or the explai Services through resellers, partners, or other distribution partners, the Customer must ensure that these terms of use are fully passed on to and acknowledged by the respective end customer.

2. Operating Models

2.1 Operation in the explai Cloud

1. In cloud operation, explai GmbH provides the Customer with access to the explai Software and the explai Services via the Internet in an environment controlled by explai GmbH.
2. explai GmbH is entitled to use third-party services for this purpose, in particular service providers such as AWS, Azure, GCP, or comparable providers, as well as AI services.
3. In this case, explai GmbH remains the sole contractual partner to the Customer and responsible for the contractually owed performance.
4. Processing of Customer data takes place primarily in data centers within the EU/EEA; deviations require prior information and consent of the Customer.
5. Third-party provider costs will be charged to the Customer in addition to license fees.

2.2 Operation on Customer Infrastructure (On-Premises / Private Cloud)

1. In on-premises operation or operation in an environment controlled by the Customer (e.g., Customer's own private cloud), explai GmbH installs or provides the explai Software for installation on the Customer's IT infrastructure. If the Customer installs the software itself, explai GmbH is not liable for installation and configuration errors.
2. The Customer is responsible for operation, maintenance, security, backup, and availability of its own infrastructure, including hardware, network, operating systems, databases, and the use of third-party services, e.g., for AI models.
3. In this model, explai GmbH owes exclusively the provision of the explai Software as well as any agreed support and maintenance services, but not system availability of the Customer infrastructure.
4. The Customer shall perform an acceptance test within 10 working days after installation; if no defects are reported within this period, the installation is deemed successfully accepted. Only after successful acceptance may the explai Software be used for explai Services and the agreed payment obligation commences.

3. Accounts, Users and Usage

1. The Customer is responsible for managing user accounts and maintaining the confidentiality of access credentials.
2. The Customer ensures that all users comply with these terms of use.
3. Licenses are granted as named-user licenses and are person-specific; simultaneous use by multiple persons with the same account is not permitted. Reassignment of named-user licenses is permitted only in the event of relevant HR events (e.g., offboarding, or permanent role changes) and in cases of demonstrably significant underutilization by the current user, in particular where the user has not used the service for at least 30 consecutive days.

4. Permitted and Prohibited Use, Results, Risks

1. The Customer may use the explai Software or the explai Services only within the scope contractually agreed and exclusively for its own business purposes.
2. The Customer is prohibited from reproducing, modifying, decompiling, reconstructing, translating, or otherwise reverse-engineering the explai Software, unless this is mandatorily permitted under §§ 69d, 69e UrhG (German Copyright Act).
3. The Customer may not use the explai Software or the explai Services to violate laws, third-party rights, or to transmit unlawful content.
4. The Customer shall indemnify explai GmbH against all third-party claims asserted due to unlawful use of the explai Software or the explai Services by the Customer or its users, including reasonable costs of legal defense.
5. Technical protection measures, usage limitations, and security mechanisms may not be circumvented, removed, or impaired.
6. explai GmbH is entitled to introduce or adjust usage limits (e.g., API calls, storage, computing time) to the extent necessary to maintain system stability.
7. The parties are aware that AI systems operate probabilistically and results may not be accurate in every individual case; the AI outputs constitute decision support, not legal or business advice.
8. The Customer remains responsible for professional assessment and decision-making based on the AI results; the AI does not replace independent review by the Customer.
9. The Customer shall establish appropriate control mechanisms and plausibility checks, particularly in business-critical use of AI results (e.g., contract decisions, risk assessments).
10. The Customer shall immediately inform explai GmbH of significant misinterpretations, anomalies, or serious incidents in connection with the AI outputs (in particular risks to health, safety, or fundamental rights) to enable adjustment of the project configuration or models and to fulfill any reporting obligations under Art. 73 AI Act.

5. Data, Confidentiality and Data Protection

1. The Customer remains the sole rights holder of all data provided by it. Customer data includes in particular business documents, contracts, process descriptions, policies, correspondence, and other information that the Customer provides for analysis by the explai Software.
2. The Customer ensures that it is authorized to provide the data (including any personal data) and that it fulfills the legal requirements (in particular data protection, professional secrecy, and trade secret protection).
3. The Customer is responsible for the accuracy, completeness, and quality of the data it provides or makes accessible and acknowledges that the quality of AI results depends substantially on data quality.
4. explai GmbH processes Customer data exclusively within the scope of the agreed purposes and in accordance with a separate data processing agreement (Art. 28 GDPR), insofar as personal data is concerned, which must be notified to explai GmbH by the Customer. If the Customer fails to provide timely notification, it shall indemnify explai GmbH against any resulting liability claims.
5. Both parties treat confidential information of the other party strictly confidentially and use it only for performance of the Agreement. Confidential information includes all information marked as confidential or whose confidentiality is evident from the circumstances. The confidentiality obligation does not apply to information that (a) is or becomes publicly known without fault of the receiving party, (b) was already known to the receiving party, (c) was lawfully obtained from third parties, or (d) was independently developed. The confidentiality obligation applies for the duration of the Agreement and five years thereafter.
6. explai GmbH is entitled to collect and analyze anonymized or aggregated usage data to optimize the performance and security of the Services.

6. Service Levels, Maintenance and Changes

1. In cloud operation, explai GmbH ensures reasonable availability of the Services.
2. explai GmbH is entitled to make updates, upgrades, and changes to the explai Software and the explai Services, provided that essential functionality is not impaired.
3. Maintenance work that leads to temporary limitations will be (where possible) announced in advance and carried out during low-usage periods.
4. Beta or test features are provided by explai GmbH merely "as is" without assurance of specific characteristics and without SLA and may be changed or discontinued at any time.

7. Compensation and Payment Terms

1. Use of the explai Software and the explai Services is associated with regularly recurring fees (e.g., monthly or annual subscription fee). The explai price list valid at contract conclusion is attached as Annex 1 and becomes part of this Agreement.
2. Invoices are issued before the start of the usage period and are immediately due.
3. When using the explai Cloud, third-party provider costs incurred by the Customer are charged to the Customer monthly at cost price plus a markup according to the current explai price list.
4. Fees are generally non-refundable unless mandatory law or the parties have expressly agreed otherwise.
5. The Customer may only offset against undisputed or legally established claims.
6. If the Customer exceeds the contractually agreed usage quotas, explai GmbH is entitled to charge additional fees (overages) according to the current price list.
7. explai GmbH is entitled to amend these Terms of Use and the explai price list with effect for future billing periods at reasonable discretion (§ 315 BGB), provided that the change is reasonable for the Customer taking into account the interests of explai GmbH, particularly in case of increased costs, changed legal requirements, or technical developments.
8. Changes will be communicated to the Customer in text form before they take effect. If the Customer does not object within 4 weeks of receipt and continues to use the Services, the changes are deemed approved. explai GmbH shall point out the right to object and the deadline in the change notification. In case of an objection, both parties are entitled to terminate the Agreement at the time of the planned entry into force of the change.

8. Intellectual Property Rights

1. All rights to the explai Software and the explai Services, the documentation, and other materials provided by explai GmbH remain with explai GmbH or its licensors.
2. The Customer is not authorized to remove or alter proprietary or copyright notices.
3. The Customer grants explai GmbH a free, non-exclusive, perpetual right to use suggestions, ideas, and feedback submitted for product and process improvement of the explai Software or the explai Services, which extends beyond the end of the Agreement.

9. Warranty and Liability

1. explai GmbH provides its services with the customary care of a proper IT service provider.
2. A specific quality or suitability is only owed to the extent expressly agreed in writing.
3. The parties acknowledge that errors, bias, or incomplete results cannot be completely excluded due to the nature of AI systems; this is taken into account in determining liability.
4. The liability provisions also apply to damages in connection with AI functionality; no further guarantee for substantive accuracy of analyses is assumed.
5. Assurances and liabilities for third-party AI services apply only to the extent that they were granted to explai GmbH by the respective third-party provider; no further guarantees are assumed.
6. Insofar as the explai Software contains AI functionalities, the parties agree on the following with regard to the AI Regulation (EU) 2024/1689: (a) The Customer determines the purposes of use, the input data, and the evaluation and use of outputs and is therefore generally the deployer within the meaning of the AI Regulation. (b) explai GmbH provides the technical components; to the extent it substantially modifies AI systems or markets them under its own name, it may be deemed a provider. (c) The final role assignment depends on the specific deployment scenario and will be agreed separately if necessary.
7. The parties assume that the explai Software does not comprise high-risk AI systems within the meaning of Art. 6 in conjunction with Annex III of the AI Regulation. Should the Customer wish to use the explai Software in a high-risk context, this must be notified to explai GmbH in advance; the parties will then establish separate arrangements to fulfill the requirements under Art. 8-15 AI Act.
8. To the extent that explai GmbH uses AI models from third-party providers (e.g., Large Language Models), the respective third-party provider is responsible for compliance with the requirements for general-purpose AI models (GPAI) according to Art. 51-56 AI Act. explai GmbH carefully selects third-party providers and provides the Customer with information about the GPAI models used upon request.
9. explai GmbH supports the Customer to a reasonable extent in fulfilling regulatory requirements under the AI Regulation, in particular by providing documentation, transparency information, and information on the functioning of AI components, insofar as these concern system components for which explai GmbH is responsible. The Customer is responsible for fulfilling any transparency obligations toward affected persons under Art. 50 AI Act.

10. Export Control and Third-Country Access

1. The Customer is responsible for compliance with any export control restrictions regarding the data it provides.
2. To the extent that data or trade secrets are transferred to third countries (e.g., through use of AI services in the USA), the parties ensure within their respective responsibilities that the legally required safeguards (e.g., adequacy decision, standard contractual clauses) are agreed upon.

11. Audit and Review Rights

1. explai GmbH shall provide the Customer upon request with appropriate evidence of information security, data protection, and availability (e.g., certificates, audit reports).
2. Individual on-site audits require a separate agreement, must be announced in a timely manner, and must be limited to what is necessary. The costs of an on-site audit are borne by the Customer unless the audit uncovers material breaches of contract by explai GmbH.
3. On-site audits may not be delegated to third-party providers without the consent of explai GmbH.

12. Customer Cooperation Obligations

1. The Customer shall provide in a timely manner and free of charge all information, data, access, and contact persons necessary for service provision and shall cooperate appropriately in tests, acceptances, and configuration adjustments. In on-premises operation, this includes in particular the provision of the required IT infrastructure (servers, storage space, network access) and, where applicable, IT services (database services, network services) and the granting of corresponding access rights for installation and maintenance by explai GmbH.
2. Delays or additional expenses due to lack of or insufficient cooperation do not constitute a breach of duty by explai GmbH and may be invoiced separately.

13. Term and Termination

1. The Agreement is concluded for the minimum term specified in the offer or order confirmation and is automatically extended by the subsequent periods specified therein unless it is terminated 3 months before the end of the term.
2. The right to terminate for cause remains unaffected. A cause exists in particular if the Customer persistently breaches material contractual obligations despite a reminder.
3. With the end of the Agreement, the right to use expires; explai GmbH will delete or anonymize Customer data after expiry of any statutory retention periods, unless there is a separate agreement for data export.
4. explai GmbH grants the Customer read-only access for data export for 3 months after the end of the Agreement. The data will be provided in a common, machine-readable format (e.g., CSV, JSON, PDF).

14. Miscellaneous

1. These Terms of Use are supplemented by the General Terms and Conditions of explai GmbH, insofar as these were made available to the Customer in text form at contract conclusion.
2. Neither party is liable for non-performance of contractual obligations to the extent that this is based on force majeure events (e.g., natural disasters, war, power or network outages, widespread failures of cloud/network operators) that are beyond its reasonable sphere of influence.
3. In case of conflict, individually agreed provisions (offer, order confirmation, SLA, or similar) take precedence over these terms of use.
4. Should individual provisions of these terms of use be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions remains unaffected. The parties are obligated to agree on economically equivalent replacement provisions.
5. The parties agree that only the German version of these Terms of Use 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.
6. Amendments and supplements to this Agreement require text form. This also applies to the waiver of this text form requirement.