Disclaimer: This translation of the general terms and conditions has been machine-generated and is provided for informational purposes only. In case of ambiguities or disputes, only the German original version of the general terms and conditions shall be legally binding.
Preamble
traide AI [traide AI GmbH, HRB 234802, Torstraße 92 10119 Berlin] (hereinafter referred to as "traide AI") operates the software solutions traideGo and traidePlatform (collectively referred to as "Software"), which allow entrepreneurs responsible for compliance with customs regulations, as defined in § 14 BGB, as contractual partners ("Customers"), to simplify the customs handling of their products. The Software includes an AI system developed by traide AI (as defined below) for generating customs-relevant data, as well as an AI system developed by third parties for generating text content. traide AI continuously trains the AI system it has developed. The software distributed by traide AI is intended to translate individual product information from customers into proposed product classifications and implications (as defined below) within the framework of the globally standardized customs tariff. The Software can, for example, generate data for an automated customs declaration, including relevant elements such as applicable import duties.
The customer wishes to use the Software to simplify the customs handling of their products.
The Software is operated by traide AI as a cloud solution (Software as a Service; SaaS) and is made available to the customer for use.
With this preface, traide AI and the Customer (each individually a "Party" and collectively the "Parties") agree on the following:
1. Definitions
In this contract, defined terms are used.
1.1. The meanings of these defined terms are set forth in the contract itself, including this Clause 1.1.
• "AI Regulation" means Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonized rules for artificial intelligence and amending Regulations (EC) No 300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144, as well as Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828 (Regulation on Artificial Intelligence).
• "Live Demo" is an interactive presentation where the features of the Software are demonstrated in real-time.
• "DocuSign" is an electronic signature platform from the provider Docusign, Inc., which enables contracts to be signed digitally.
• "Third Party" means any natural or legal person who is not a party to this contract.
• "Features" are specific functions or properties of the Software described as part of the service in the respective offer.
• "HubSpot" is a platform from the provider HubSpot, Inc., which (among other things) allows the management of sales pipelines, lead generation, contact tracking, and sales reporting for the distribution of software.
• "Implications" refer to the effects that arise in connection with customs regulations. This includes, but is not limited to, changes in customs rates or trade restrictions.
• "Import Duties" are taxes levied by a country on goods imported from another country. The amount of import duties depends on the type of product, the customs tariff number, and applicable trade agreements.
• "AI System" is a machine-based system designed for varying degrees of autonomous operation and can be adaptable after initiation of operation, deriving how outputs such as predictions, content, recommendations, or decisions are created, which can influence physical or virtual environments based on the inputs received for explicit or implicit goals.
• "Customer Content" means information, images, texts, documents, data, files, and other content transmitted to traide AI by the customer during the use of the Software or stored within the Software or the IT infrastructure provided by traide AI.
• "Open Source Software" refers to software licensed under terms that meet the requirements of the Open Source Definition of the Open Source Initiative of 2007: https://opensource.org/osd/.
• "Preferences" are trade agreements or regulations that grant preferential treatment to certain products. This can mean, for example, lower import duties.
• "Product Classification" or "customs classification" is the customs process of classifying products into a customs tariff number based on their characteristics, properties, and intended use. This serves to determine the correct customs rates, import restrictions, and other trade regulations for the products.
• "SaaS" stands for "Software as a Service" and refers to a model in which software applications are provided over the Internet. In SaaS products, the software is hosted and maintained by a provider while users can access it via the Internet.
• "Volume" means the number of customs information generated by the Software for the individual product descriptions of the customers.
• "Customs Tariff Number" is a unique number assigned to each product indicating its precise customs classification. It is used to determine the applicable customs rate, import restrictions, and other regulations. The first six digits of the customs tariff number are globally uniform and match the international Harmonized System (HS Code). The following digits can be region or country-specific, allowing for more detailed classification according to national or regional regulations.
1.2. The words "in particular" or "including" serve merely for illustration and do not restrict the generality of the preceding words; any headings serve only for clarity and do not affect the interpretation of this contract.
2. Additional Provisions and Hierarchy
2.1. In addition to the provisions of these SaaS Terms and Conditions ("SaaS-TC"), the provisions of the offer, including any annexes ("Offer"; the SaaS-TC and Offer collectively the "Contract") apply.
2.2. In the event of conflicts between the Offer and the SaaS-TC, the respective provisions shall apply in the following designated order:
• Offer including any annexes
• SaaS-TC
3. Subject Matter and Conclusion of the Contract; General Terms and Conditions of traide AI
3.1. The products of traide AI are only offered to entrepreneurs as defined in § 14 BGB. The customer assures that they use the Software exclusively as an entrepreneur within the meaning of § 14 BGB. traide AI reserves the right to verify the customer's entrepreneurial status at any time, in particular based on the information and documents to be provided as part of the conclusion of the contract. Upon request, the customer will promptly provide traide AI with additional evidence required for this purpose.
3.2. Before the conclusion of this contract, potential customers can agree on a free live demo through the exchange of corresponding declarations of intent via HubSpot or email. The live demo is intended to acquaint potential customers with the functionalities of the software during a demonstration, without a legally binding contract for the paid use of the software being established. After conducting the live demo and if the prospect is still interested, traide AI offers the creation of a test account for the software. The establishment and use of the test account are based on a separate agreement. The agreement regarding the test account regulates the temporary provision of the software for testing and is limited to a term of up to 14 days. During this test period, the prospect can test the software under real conditions without incurring a fee.
3.3. traide AI provides the customer with an individual offer for the conclusion of the contract by referencing these terms on HubSpot, sevdesk, or a comparable tool for providing the individual offer. The acceptance of the offer can be made by electronic signature via DocuSign, handwritten signature, fax, or scanned signature ("Contract Conclusion"). Until the contract conclusion, the customer can cancel the process or change the provided information at any time by correcting, supplementing, or amending the transmitted information via email. The contract conclusion only occurs after the final confirmation of the offer by the customer via email. Subsequently, traide AI sends an official confirmation email of the contract conclusion.
3.4. traide AI stores the contract text after the conclusion of the contract. The customer also has the option to request and save the contract at the time of the contract conclusion.
3.5. The customer can access the current SaaS-TC throughout the entire online contract conclusion at any time under https://www.traide.ai/de-agb and print the contract. The version at the time of the contract conclusion is always applicable.
3.6. The General Terms and Conditions of the customer only become part of the contract if traide AI expressly agrees to them in writing.
4. Services of traide AI
4.1. Provision of the Software
4.1.1. traide AI provides the customer with temporary access to the software via the Internet for the duration of the contract. The scope of services to be provided by traide AI is determined by the individual offer. In addition to the agreed services, the customer has no claim to a specific design or certain functionalities of the software and the services to be provided by traide AI.
4.1.2. The operation and maintenance of the software are the responsibility of traide AI. The location of the service handover is the router output of the data center of Google Cloud. The customer has no claim to access the source codes of the software.
4.1.3. Unless otherwise agreed, the average availability of the software is 99% on a monthly average, i.e., the software can be unavailable for up to 7.5 hours per month. Planned maintenance work and disruptions not within the control of traide AI (such as force majeure or failures due to customer misoperation and general Internet disruptions) are excluded from this. traide AI will, where possible, inform the customer in advance in writing about planned maintenance work. However, traide AI expressly reserves the right, if necessary, to conduct unannounced maintenance work, especially if it is necessary for data and operational security.
4.1.4. traide AI performs daily backups of the software and the data stored by the customer (if applicable, e.g., product catalog), which remain stored for at least three (3) days. An individual verification of the correctness and completeness of the data backups does not occur and is not owed.
4.1.5. traide AI provides the customer with documentation of the software and instructions for its use online in electronic form in German and English for download. The customer is not entitled to edit, distribute, or make the documentation or usage instructions publicly accessible. A printed documentation is not owed.
4.1.6. If traide AI is obligated to provide support services according to the offer agreed upon between the parties, traide AI provides these support services to the extent, at the times and within the response times as agreed in the offer.
4.1.7. traide AI is entitled, at its own discretion, to engage subcontractors as vicarious agents for service provision.
4.2. Generation of Product Classifications and Implications by the Software
4.2.1. traide AI offers the two SaaS solutions traideGo and traidePlatform, which the customer can individually or as a complete solution book in the respective offer with traide AI.
4.2.2. traideGo is a SaaS solution based on an AI system and provides an interactive product customs classification for customers for compliance with customs requirements. traideGo offers a chat interface where the customer can input product descriptions, based on which suggestions for customs classification and implications are generated along with explanatory notes ("traideGo").
4.2.3. traidePlatform is a SaaS solution based on an AI system and, alongside traideGo, enables product classification for a large number of products. The software scales the customs classification process in this way and allows bulk classification with information on implications and explanatory notes ("traidePlatform").
4.3. Extensions, Further Developments, Changes
traide AI can make changes to the software under the following circumstances:
4.3.1. Extensions and Further Developments
traide AI is entitled to add additional functions to the services to be provided at any time. Functions introduced by traide AI after the conclusion of this contract are considered – unless otherwise agreed – as free additional services. traide AI is entitled to discontinue these, considering the interests of both parties. traide AI also reserves the right to offer optional extensions and further developments only for a fee and upon conclusion of a supplementary agreement.
4.3.2. Reasonable and Insignificant Changes
traide AI is entitled to change, limit, or discontinue the functional scope of the software and the services to be provided, to the extent reasonable for the customer. Such a change is particularly reasonable if it only affects insignificant components of the services to be provided by traide AI (such as mere design or display changes that do not or only slightly impair the functionality of the software or the services to be provided) or is necessary for an important reason. An important reason exists, in particular, if
4.3.2.1. there are disruptions in the service provision by subcontractors of traide AI,
4.3.2.2. the change is required for security reasons,
4.3.2.3. the change is required due to changes in legislation or court decisions, or
4.3.2.4. similar important reasons exist, after weighing against the customer's interests, the respective change is reasonable for the customer.
Subject to Clauses 4.3.3 and 4.3.4, with any change in the functional scope, the performance characteristics defined in the offer must largely be maintained, as must traide AI’s main performance obligations.
If a change does not solely concern time-critical security updates, extends functions, or only insignificant components of the software or services to be provided by traide AI, traide AI will inform the customer about the change at least four (4) weeks before it comes into effect in writing or text form.
4.3.3. Training of AI Systems
traide AI is entitled to expand or further develop the software by training the AI systems at any time. The training serves to improve the software's performance. The customer is nevertheless aware that training can also lead to changes in the software’s functionalities. traide AI will ensure that the essential functionalities remain preserved. The parties agree that the training of AI systems is part of these SaaS Terms and Conditions.
4.3.4. Other Changes
traide AI is entitled to make changes to the functional scope of the services in other cases than those specified in Clauses 4.3.1, 4.3.2, and 4.3.3. In this case, traide AI informs the customer about the planned changes two (2) months before the introduction of the changes. During this time, the customer has the right to declare whether they accept the planned changes or not. If the customer does not express themselves during this period, the changes are considered approved. traide AI will inform the customer of these legal consequences of their silence in the change notification. If the customer objects to the changes in due time, traide AI has the right, at its option, to continue providing the affected service without the planned changes or to terminate the contract underlying the respective service with one (1) month's notice from the receipt of the customer's objection to the changes.
5. Rights of Use
5.1. With the start of the contract, traide AI grants the customer the non-exclusive, non-transferable, non-sublicensable right to use the software in accordance with the contract, limited to the term of the contract. Unless expressly agreed otherwise in the offer, the customer is not allowed to transfer the software to third parties. Further statutory rights of the customer remain unaffected.
5.2. Excluded from the grant of rights are software components subject to third-party rights, particularly Open Source Software licenses. The customer may use these within the scope of statutory usage rights. traide AI will provide a list of all Open Source Software components used in the software. traide AI does not have exclusive rights to the Open Source Software components. The customer can acquire the rights to use these Open Source Software components beyond the intended use directly from the respective author under the terms of the applicable Open Source Software license.
6. Customer Obligations
6.1. Access and Data Security; Cooperation; Contact Information
6.1.1. The customer is solely responsible for ensuring that they can receive traide AI's services. In particular, providing the required hardware and software by traide AI and establishing a connection to the Internet are not part of the contract. The customer is responsible for the operation and availability of their business software.
6.1.2. traide AI supports the customer in integrating and transferring the relevant data into the software at its own discretion.
6.1.3. traide AI offers training for the customer at its own discretion to familiarize the customer with the use of the software.
6.1.4. The customer receives an account to use the software. This account is provided with the necessary logins for the authorized employees of the customer. The customer must keep the access data to the software secure and make it accessible only to authorized employees. The customer is obliged to instruct its employees to handle the access data confidentially and immediately notify traide AI if there is a suspicion that the access data may have become known to unauthorized persons.
6.1.5. The customer will refrain from taking any action that endangers or disrupts the software's functionality and will not access or process content or data they are not authorized to access or process. The customer will comply with all security precautions, functional and other restrictions of the software and will not remove, overcome, disable, or otherwise bypass protection or authentication mechanisms. The customer will ensure that their transmitted information and customer content over the software are not infected with harmful computer programs (e.g., viruses, worms, Trojans, or other malware) and do not infringe on third-party rights, are not intended to impair the intended operation of the software or traide AI's IT infrastructure, or otherwise violate applicable law.
6.1.6. The customer must independently secure their data and customer content stored, processed, and otherwise transmitted to traide AI (as defined in Clause 6.2) regularly and appropriately, insofar as this is technically possible. This applies both to the data and content on the customer's local systems as well as to those data and content stored on the IT infrastructure provided by traide AI. The customer will particularly secure such data and customer content as described in this Clause 6.2, for which the customer is legally or regulatorily required to retain.
6.1.7. The configuration and operation of the software are the responsibility of the customer. If traide AI provides hints, recommendations, tips, or advice to the customer within the software or provides information or analysis results generated by the software, these are automated and non-binding for the customer's entrepreneurial decision-making. Such support services do not release the customer from verifying the correctness of the respective information and considering all other relevant circumstances in their decision-making process.
6.1.8. The customer appoints a contact person within their company for traide AI, who is authorized to receive and make declarations of intent in connection with the contract with traide AI.
6.1.9. The customer is obliged to keep the information provided during the conclusion of the contract up-to-date and notify traide AI of changes without delay. This particularly includes data on the customer's contact and business information.
6.2. Customer Content; Use of Software; Blocking
6.2.1. All rights to customer content remain with the customer unless explicitly regulated otherwise in this contract. The customer grants traide AI a non-exclusive, territorially and temporally unrestricted right to use the customer content to the extent necessary to fulfill the contract with the customer. traide AI is particularly entitled to duplicate the customer content for software operation and data backup purposes and to grant sublicenses to its vicarious agents as needed for fulfilling the contract. Otherwise, the right of use is non-transferable.
6.2.2. The customer also grants traide AI a simple, territorially and temporally unrestricted right to use the customer content for training the AI systems of traide AI and for content generation by the AI systems of traide AI. To eliminate any doubts, the right of use granted by this Clause 6.2 includes all exploitation rights within the meaning of §§ 15 ff., 69c UrhG, required for AI systems' training by traide AI and content generation by traide AI's AI systems.
6.2.3. The customer ensures that the customer content transmitted or stored by them does not infringe third-party rights (like personal rights, image rights, copyrights, trademark rights, etc.) or otherwise violate applicable law (like data protection regulations) ("Prohibited Content").
6.2.4. traide AI is entitled to block or remove prohibited customer content, balancing the interests of both parties; the same applies if traide AI is legally or due to a complaint from a third party, court judgment, or governmental order obligated to do so.
6.2.5. The customer ensures compliance with all applicable legal provisions during the use of the software.
6.2.6. traide AI is entitled to block the customer's access to the software, balancing the interests of both parties, if
6.2.6.1. there are indications that the customer's access data have been misused or will be misused or the access data will be made available to an unauthorized third party or used by more than one natural person;
6.2.6.2. there are indications that third parties have otherwise accessed the software provided to the customer;
6.2.6.3. the blocking is required for technical reasons;
6.2.6.4. traide AI is legally, judicially, or administratively obligated to block;
6.2.6.5. the customer introduces prohibited customer content on the software;
6.2.6.6. the customer is in default for more than two (2) weeks with the payment of the agreed fees under Clause 7 of the contract; or
6.2.6.7. the customer has provided incorrect or invalid contact data, and communication between traide AI and the customer is no longer possible; or
6.2.6.8. the blocking is necessary to prevent imminent damage to traide AI, the customer, or third parties or to minimize occurred damages.
traide AI shall announce the blocking, including its reasons, to the customer at least one (1) business day before the blocking takes effect via text or written form and enable the customer to comment on the blocking, as long as announcing and/or waiting for the comment are reasonable, considering both parties' interests and compatible with the purpose of the blocking. traide AI will unblock the customer's use of the software once the reason for the blocking has been removed.
6.3. Indemnification
6.4. The customer shall indemnify and hold harmless traide AI (including its affiliated companies, directors, and employees) from
• all third-party claims due to alleged violations of intellectual property resulting from the software's use by the customer;
• all third-party claims alleging warranty or guarantee breaches or other contractual agreements from this contract;
• all third-party claims due to alleged violations of the AI Regulation or other regulatory requirements in connection with the software's use by the customer.
6.5. The obligation to indemnify traide AI does not apply if the claim is based on culpable behavior by traide AI.
6.6. An indemnification obligation under this contract only arises if: (a) the customer is granted immediate and complete control over the indemnified claim, and (b) traide AI cooperates at the customer's expense and does not materially impair the handling of the claim.
7. Payment
7.1. The customer shall pay traide AI the fee agreed upon in the offer for the use of the software for the respective volume of products or users and for the respective features.
7.2. Unless expressly agreed otherwise in the offer, invoicing for the fee is done annually in advance, and all invoiced amounts are due within thirty (30) days from receipt of the invoice by the customer.
7.3. Unless expressly agreed otherwise in the offer, all amounts are understood as net amounts plus applicable VAT at the statutory rate (if incurred).
8. Warranty
8.1. The warranty for free services by traide AI is as per statutory provisions.
8.2. Unless expressly agreed otherwise in the offer, traide AI's warranty for defects in providing the SaaS services is further outlined by the following provisions.
8.3. If the services to be provided by traide AI under this contract are defective, traide AI will, within a reasonable period, after receiving the customer's defect notice in writing or text form, choose to either remedy the defect or re-render the services. When using third-party software licensed to the customer by traide AI, the defect rectification consists of obtaining and installing generally available upgrades, updates, or patches. Providing usage instructions enabling the customer to reasonably bypass defects to use the traide AI software as per the contract is also considered rectification. A defect is considered a substantial impairment of the software's functionality, while minor restrictions do not count as non-compliance with the contract. Faulty output is expressly not a defect under this Clause 8.
8.4. If the defect-free provision of services fails for reasons that traide AI is responsible for, even within a reasonable period set by the customer in writing (an email to info@traide.ai suffices), the customer can reduce the agreed fee appropriately. The right to reduce is limited to the monthly fixed price related to the defective service part.
8.5. If the reduction under Clause 8.4 reaches the maximum amount mentioned in Clause 8.4 in two (2) consecutive months or two (2) months of a quarter, the customer can terminate the contract without notice.
8.6. The customer will promptly notify traide AI of any defects in writing or text form. The defect notice must contain all information available to the customer necessary for identifying, reproducing, analyzing, and remedying the defect by traide AI. Additionally, the customer will assist traide AI free of charge in remedying defects to a reasonable extent.
8.7. For any damage claims asserted by the customer, the liability limitations in Clause 9 apply.
9. Damages and Liability
9.1. For free services, traide AI is liable in accordance with statutory provisions.
9.2. traide AI is not liable for faulty output from the software. The customer is solely responsible for verifying the substantive accuracy of the output.
9.3. Otherwise, traide AI is liable under the following provisions.
9.4. traide AI is liable for intent and gross negligence, as well as for damages resulting from injury to life, body, or health, without limitation.
9.5. For cases of simple negligence, traide AI is liable for breaches of essential contractual obligations. An essential contractual obligation in this sense is a duty whose fulfillment enables the proper execution of the contract and on whose fulfillment the customer regularly relies.
9.6. traide AI is not liable under Clause 9.5 for lack of economic success, lost profits, or indirect damages.
9.7. Liability under the aforementioned Clause 9.5 is limited to the typical, foreseeable damage at the time the contract was concluded.
9.8. Liability for damages due to data loss (including the loss of customer content within the meaning of Clause 6.2) is limited under Clause 9.5 to the cost of restoring the data, which would have been incurred even with regular and appropriate data protection by the customer.
9.9. The liability limitations apply to traide AI’s legal representatives, employees, agents, and vicarious agents accordingly.
9.10. Any liability by traide AI for provided guarantees (which must be explicitly designated as such) and for claims under the Product Liability Act remains unaffected.
9.11. Any further liability by traide AI is excluded. In particular, the liability without fault for initial defects as per § 536a Para. 1, 1st Alt. BGB (analogue) is excluded.
10. Confidentiality and Non-Disclosure
10.1. The parties are obliged to treat confidential information and documents ("Confidential Information") of the respective other party, which should be regarded as confidential based on the nature of the information or the circumstances of its provision or which the disclosing party has labeled or designated as confidential, such as business and/or trade secrets, exclusively for the purposes of this contract, and not to make it accessible to third parties. The receiving party will take appropriate technical and organizational measures to prevent unauthorized access or disclosure of Confidential Information. Employees of the receiving party and any third parties commissioned (including subcontractors and freelancers) are to be obliged accordingly.
10.2. The receiving party is entitled to pass on information and documents made available to them to third parties if and to the extent necessary for fulfilling this contract or exercising contractual rights, or if it is indispensable for legal or regulatory reasons. Inquiries from third parties, courts, or administrative authorities regarding the disclosure of Confidential Information must be immediately communicated in writing or text form to the disclosing party by the receiving party. Furthermore, the receiving party must support the disclosing party in its efforts to prevent the disclosure of the Confidential Information.
10.3. The confidentiality obligation does not apply if the Confidential Information was already known to the receiving party before the disclosure, is generally known or becomes known without fault on the part of the receiving party, or concerning Confidential Information developed by the receiving party itself without access to the Confidential Information of the disclosing party or is brought to the knowledge of the receiving party by a bona fide, authorized third party. Mandatory legal disclosure Obligations remain reserved. If the receiving party relies on one or more of the aforementioned reasons, it must substantiate them by providing appropriate evidence.
10.4. The confidentiality obligation begins with the recognition of the Confidential Information and continues through the entire term of this contract. Beyond this, the confidentiality obligation lasts for three (3) years upon termination or the end of the contract's duration unless statutory provisions require longer confidentiality obligations. In particular, any trade secrets must be treated confidentially for as long as they remain trade secrets.
10.5. During the term of this confidentiality obligation, Confidential Information must be returned immediately, undamaged, and completely on first demand by traide AI. traide AI may also instruct that certain Confidential Information be destroyed, deleted, or taken into safe custody and confirmed in writing by the customer. The above provisions in this clause apply only to the extent that they do not significantly impair the contract-compliant use of the contractual performance.
10.6. The foregoing provisions do not establish any intellectual property rights. All rights of use granted under this contract remain unaffected by the foregoing provisions.
11. Data Protection
11.1 If personal data (e.g., name, address, email address) is collected, we commit to obtaining your prior consent. We commit not to pass on data to third parties, unless you have given consent beforehand.
11.2 We point out that the transmission of data on the Internet (e.g., by email) can have security gaps. Thus, flawless and disruption-free protection of third-party data cannot be fully guaranteed. In this respect, our liability is excluded.
11.3 Third parties are not entitled to use contact data for commercial activities unless the provider has given prior written consent to the affected persons.
11.4 You have the right to receive comprehensive and gratuitous information from the provider regarding the data held about you.
11.5 Furthermore, there is a right to correction/deletion of data/restriction of processing for the customer.
11.6 Further information on data protection can be found in the separate privacy policy on the website https://www.traide.ai/de-privacy.
12. Term and Termination
12.1. Unless expressly agreed otherwise in the offer, the contract begins with the conclusion and has a term of twelve (12) months from the start of the contract.
12.2. Unless expressly agreed otherwise in the offer, the contract is automatically extended by further contract periods of twelve (12) months each if it is not terminated by either Party with four (4) weeks' notice at the end of the respective contract period.
12.3. The right of the Parties to terminate for cause remains unaffected. For traide AI, a significant cause occurs, in particular, if:
12.3.1. the customer repeatedly uploads prohibited content on the software despite prior warning from traide AI;
12.3.2. the customer culpably violates their confidentiality obligations under Clause 10; or
12.3.3. the customer is in default for two consecutive payment dates with the payment of the fee or a significant part of the fee under Clause 7, and traide AI has warned of termination with a two (2) weeks' notice for the termination to take effect to the customer in writing or text form.
12.4. Upon termination of the contract, regardless of the reason, traide AI will delete the customer content. traide AI is entitled, but not obliged, to store customer content for safety reasons for a period of four (4) weeks beyond the end of the contractual relationship to prevent accidental data loss for the customer. The customer is responsible for downloading their customer content during this time. Additionally, traide AI is entitled to retain customer content beyond the termination of the contract if it is legally, judicially, or administratively obligated to do so (particularly for commercial and tax reasons) or if the customer content is required for accounting, documentation, and billing purposes.
13. Amendments to this Contract
traide AI may amend this contract according to this Clause 13 with future effect if this is done (i) to implement changed legal requirements, regulatory orders or case law, (ii) to implement changed technical requirements, (iii) to maintain the operation of traide AI's services, (iv) to adapt to changed market conditions, or (v) to benefit the customer. An adjustment only occurs if it does not shift the contractual balance between traide AI and the customer to the detriment of the customer; changing a key obligation is excluded. traide AI informs the customer at least six (6) weeks in advance through a notice in writing, text form or within the software about an adjustment. The customer can object to the adjustment. If they do not do so within six (6) weeks after the notification of the adjustment, their consent to the adjustment is considered granted. traide AI will specifically inform the customer of the six-week period and the legal consequences of their silence in the adjustment notification and the date when the adjustment becomes effective.
14. Regulation of Artificial Intelligence Systems
14.1. The customer guarantees that they comply with the requirements of the AI Regulation when providing, using, developing, and operating the AI system or AI model. The customer is obliged to provide traide AI with documented evidence of compliance with the requirements of the AI Regulation upon request.
14.2. The customer guarantees to perform all necessary cooperation services required for conducting internal processes to comply with internal and legal requirements for AI systems at traide AI.
15. Final Provisions
15.1. Changes and side agreements to this contract require written form. This also applies to the written form clause.
15.2. The customer can only offset or claim a right of retention against claims of traide AI if the counterclaim is undisputed or legally recognized or has a synallagmatic relationship with the respective claim.
15.3. The contract language is German. Translations into other languages are solely for comprehensibility and are legally non-binding.
15.4. The law of the Federal Republic of Germany applies to the exclusion of the UN Sales Convention.
15.5. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided that the contracting parties are merchants, or the customer has no general place of jurisdiction in Germany or another EU member state, or has moved their permanent residence abroad after the effectiveness of this contract or if the place of residence or usual place of residence is unknown at the time the lawsuit is filed.