The subject matter of these Terms of Use (hereinafter referred to as the “TOU”) is the use of the “nele.ai” software and the functions, websites, services and content associated with nele.ai (hereinafter collectively referred to as “nele.ai”). The Terms of Use apply regardless of the domains, systems, platforms and devices (e.g. desktop or mobile) on which nele.ai is run.

The provider of nele.ai is GAL Digital GmbH, Unter den Linden 26, 35410 Hungen-Obbornhofen, Germany, legal notice: https://www.gal-digital.de/de/impressum, (hereinafter referred to as ‘GAL Digital GmbH’).

By using nele.ai, users agree to these Terms and Conditions.

Any individual agreements or rules relating to specific services or service areas, provided they are validly incorporated, shall form part of the contract with the users and shall take precedence in the event of any conflict with these Terms and Conditions.

‘nele.ai’ refers to the AI platform offered as Software-as-a-Service (SaaS), which integrates various AI models and is made available to customers with additional knowledge management functions. This includes the associated software, its functions and the associated websites, apps and other usage options and content provided by GAL Digital GmbH in connection with the nele.ai platform.

The term ‘assistant’ refers to applications set up within nele.ai which, based on stored instructions, knowledge bases and tools , carry out recurring tasks for users. Assistants may be set up by GAL Digital GmbH or by the customers themselves.

The term ‘knowledge database’ refers to a collection of content created by users, which is prepared for use in nele.ai – in particular, converted into technical representations such as vectors – and utilised for search and response functions.

‘Permanent knowledge’ refers to content that is permanently stored and repeatedly incorporated when processing enquiries.

‘Artificial intelligence’ is understood, in accordance with the definition of an ‘AI system’ as set out in Article 3(1) of the AI Regulation (AI-VO), to mean machine-based systems designed for operation with varying degrees of autonomy and which may be capable of adaptation after they have been put into operation. These systems derive from the inputs received how outputs – such as predictions, content, recommendations or decisions – are generated, which may influence physical or virtual environments. AI systems can take various forms, such as chatbots, assistant systems or image-generation systems.

The term ‘AI model’ refers to the mathematical foundation of an artificial intelligence (AI) system, created through training, which determines how these inputs are processed and how results are generated from them. Examples of this include so-called Large Language Models (LLMs), which are provided by vendors in various versions.

The term “content” refers to all materials, information, files and data uploaded, transmitted or otherwise posted by users, such as photographs, graphics, logos, videos, texts, details of places and people, and links. Where content is generated by AI, it is referred to as “AI content”.

The term ‘customer’ refers to the contracting parties with whom GAL Digital GmbH enters into contracts regarding the use of nele.ai. This also includes trial customers of nele.ai. The term ‘user’ encompasses persons who utilise and use nele.ai. Users may be customers themselves or their employees who are not customers themselves.

‘Consumer’ within the meaning of these Terms and Conditions is any natural person who enters into a legal transaction for a purpose that is predominantly neither attributable to their commercial nor to their self-employed professional activity.

‘Entrepreneur’ within the meaning of these Terms and Conditions is a natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, is acting in the course of their commercial or self-employed professional activity.

The terms used, such as ‘user’, are to be understood as gender-neutral.

The services offered by nele.ai are directed exclusively at users acting in a commercial capacity (hereinafter referred to as ‘business users’) and not at consumers.

Consumers are prohibited from accessing and using nele.ai.

By making use of the services of nele.ai, users declare that they are business users and not consumers. GAL Digital GmbH reserves the right to verify that the user is not a consumer (e.g. by checking address details, business registration or VAT registration number).

Through nele.ai, GAL Digital GmbH offers software that enables users to integrate AI software and create AI content via API access to AI-based services in various application scenarios.

User inputs are not transmitted directly to the providers of the AI models, but are processed on the servers of GAL Digital GmbH. This processing is carried out to fulfil the contractual obligations of GAL Digital GmbH, which include, in particular, the storage of user inputs and the filtering of content.

User inputs are stored on the servers of GAL Digital GmbH. This includes, in particular, user queries (prompts). GAL Digital GmbH is entitled to temporarily store user inputs and technical representations derived therefrom on its servers, insofar as this serves the technical provision, acceleration or cost-effective delivery of the functions of nele.ai.

GAL Digital GmbH generally uses AI functions on the condition that user inputs are not used by the providers of the AI models for training purposes and are not permanently stored beyond what is necessary for the provision of the respective AI function. Providers may temporarily cache user inputs or technical representations derived therefrom, in particular in the context of so-called prompt caching, insofar as this serves the technical provision, acceleration or cost-effective delivery of the AI functions. The details and the applicable retention periods depend on the AI model and provider used. The scope of the functions provided by the providers is subject to change.

GAL Digital GmbH provides users with a selection of providers of AI models and services, which can be assigned to users via the administration area. GAL Digital GmbH is under no obligation to adopt additional functions provided by the providers of the AI models, such as content filters. Instead, it is entitled to use its own filter functions or those implemented by users within the scope of the contract.

The functions of nele.ai include the pseudonymisation of user input. Where personal data is identified by the pseudonymisation function, it is replaced by placeholders before being transmitted to the providers of the AI models. The identification and replacement take place on the servers of GAL Digital GmbH. In addition to rule-based procedures, an AI-supported identification procedure is used for this purpose. Users are shown which details have been replaced by the pseudonymisation function.

Pseudonymisation applies to text entries in the chat as well as to entries made to assistants. It does not apply to knowledge databases and permanent knowledge.

Files are only processed insofar as their file format and content are supported by the application and the AI model in use. In addition to text-based files, this may also include images, scans and audio files. Video files are not supported. The supported file formats, processing options and existing restrictions are described in the documentation.Pseudonymisation increases the level of protection but does not guarantee complete anonymisation in all scenarios. In particular, sequences consisting solely of numbers or characters, such as customer, ID or transaction numbers, may be personally identifiable without being recognised as personal data. Responsibility for the selection of the content entered remains with the customers. Administrators can specify whether pseudonymisation is enabled by default.

The use of AI models may be restricted or unavailable in certain countries or regions by the providers of the AI models.

nele.ai is software that constitutes an AI system within the meaning of Article 3(1) of the AI Regulation (AI-VO). The core function of interacting with users and generating AI results is based on the integration of general-purpose AI models within the meaning of Article 3(63) of the AI Regulation. Administrators are informed about the available AI models and the legal basis for their use, and may decide on their own responsibility which AI models to use. User inputs are forwarded to the providers of the AI models via the interface to the respective selected AI model, and the output from the AI models is transmitted directly to the users. Changes to inputs or outputs are made only by the users themselves, as well as in the context of pseudonymisation, the filter functions employed and background processing in accordance with these Terms of Use.

The legal role of GAL Digital GmbH under the AI Regulation is determined by the respective function of nele.ai and its specific technical and contractual arrangements. GAL Digital GmbH fulfils the obligations incumbent upon it in relation to nele.ai under the AI Regulation. Insofar as GAL Digital GmbH offers or operates nele.ai or individual functions as its own AI system under its own responsibility, it fulfils the resulting obligations as a provider or, where applicable, as a downstream provider. Where third-party AI systems are merely made available or placed on the market within the Union, GAL Digital GmbH may, depending on the specific arrangements, act as a distributor or as an importer (definitions in accordance with Article 3 of the AI Regulation). The legal classification depends in each case on the actual form of integration and provision. The obligations of the respective providers of the AI systems and AI models used remain unaffected.

Irrespective of the classification set out in the preceding paragraphs, GAL Digital GmbH labels content generated via nele.ai in accordance with Article 50 of the AI Regulation, insofar as this is technically possible and intended for the respective function. Labels set by the providers of the AI models, in particular machine-readable markings on generated content, are passed on to users unchanged. Users must not remove or alter these labels.

Customers are controllers within the meaning of Article 3(4) of the AI Regulation, insofar as they use nele.ai under their own responsibility. The obligations incumbent on the controller remain unaffected.

Information on the respective providers of AI models used can be found in the overview provided as part of the data processing agreement: https://www.nele.ai/subcontractors.

Where data is processed in the background using AI within nele.ai to carry out functions or tasks for users – such as generating titles, optimising queries, classifying content, reformulating search queries or processing knowledge bases – GAL Digital GmbH selects a suitable AI model for this purpose. In making this selection, particular consideration is given to data security, data residency and technological sovereignty. For this background processing, models operated within the EU or the EEA are generally used. GAL Digital GmbH may also use AI models operated in-house for this purpose. In cases justified on technical or functional grounds, the AI model selected by users for the respective process may be used instead. Information on the providers and locations used in each case can be found in the overview under section 4.15.

Wizards and similar functions provided by nele.ai can carry out tasks in several steps, independently calling upon nele.ai tools such as web searches, knowledge databases, image generation or transcription, accessing systems connected by the customer, and executing workflows on a time- or event-driven basis, provided the customer has configured this. The selection, configuration and approval of such workflows, as well as the decision as to which systems and data are to be integrated, are the responsibility of the customer.

The results of AI-supported processing may be inaccurate, incomplete or unsuitable for the intended purpose. Customers must ensure that there is appropriate human oversight commensurate with the respective intended use and must verify the results before any use that may have legal, financial or personal implications for individuals. GAL Digital GmbH is under no obligation to deliver a specific outcome.

The further development of nele.ai is an essential part of the service offering. Further development includes, amongst other things, adaptation to technical and legal progress and taking into account users’ requirements regarding the use of nele.ai.

As part of this further development, GAL Digital GmbH may modify nele.ai and its sub-functions without this constituting a defect, provided that this is reasonable for the user and does not jeopardise the fulfilment of the purpose of the contract. This applies in particular where

The contract is concluded as part of the registration process for nele.ai. By completing the registration process, the user makes an offer to conclude the contract for the use of nele.ai. GAL Digital GmbH accepts this offer by granting the user access to the nele.ai services requiring registration.

The registration process requires users to enter their email address on the nele.ai website and request a free trial of nele.ai. Users will then receive a confirmation email; once they have confirmed this, they will be asked to accept nele.ai’s terms and conditions. A customer account is created upon registration. Users who complete the registration process are referred to as ‘administrators’.

Administrators can then invite other users from their organisation to test nele.ai within a limited volume. Only users with the same email domain can be invited. For example, an administrator with the email address max.muster@musterfirma.de can only invite users within their organisation whose email addresses end with @musterfirma.de. If other email addresses are to be added, the administrator must contact support@nele.ai. All users together are referred to as the ‘organisation’. Once the trial allowance has been used up, the administrator will be notified of this by email, as well as via their customer account and within the application. The administrator can then enter their payment details in their customer account in order to continue using nele.ai.

The user warrants that all data provided by them during registration is true and complete. The user must not use pseudonyms or stage names for registration.

Each user may only register once and create one user profile. The contractual relationship is not transferable to other persons or companies. The user warrants that, at the time of registration, they are of legal age or have full legal capacity.

There is no entitlement to the conclusion of a contract. The option to use the applications offered on nele.ai for a fee does not constitute an offer, but merely an invitation to make an offer (invitatio ad offerendum). GAL Digital GmbH reserves the right to reject registrations where there are objective grounds for doing so and, in the case of companies, without prior consultation and without giving reasons. The use of nele.ai may, where appropriate and reasonable, be subject to certain conditions, e.g. the verification of registration details or contact and address details.

Users warrant that the information they provide during and in connection with their registration to use nele.ai is true, that its content is free from the rights of third parties, and that, like their actions, it is legally permissible under applicable law.

In the event of subsequent changes, the registration details – in particular address and contact details, as well as other information in the user account – must always be kept up to date. Should a user be unreachable due to incorrect data, and should this unreachability fall within their sphere of responsibility or that of a third party (e.g. an out-of-date address, a postbox that is not checked), any resulting disadvantages shall be borne by the user.

Users are obliged to exercise the utmost care when using their login details for nele.ai and to take all necessary measures to ensure the confidential and secure handling of the data and to prevent its disclosure to third parties. Users are liable for any misuse of login details should they breach these obligations to protect the data.

Users are obliged to inform GAL Digital GmbH immediately if there is reason to suspect that a third party has gained knowledge of their login details and/or is misusing a user account.

GAL Digital GmbH reserves the right to take appropriate technical measures to prevent and investigate breaches of the aforementioned regulations governing the protection and use of the user account.

Billing for the use of nele.ai is based on the volume of usage (hereinafter referred to as ‘AI volume’). The units of the AI volume are referred to as ‘credits’, which customers can purchase in ‘credit packages’. Whilst using nele.ai, credits are deducted from the credit packages in accordance with the AI volume. Costs may vary depending on the AI model used and the function utilised.

Credits are used in particular for the following services.

A single action may trigger several of the aforementioned categories. For example, a web search incurs costs both for the search query and for the use of the model to reformulate the search query. The mere display and evaluation of usage data does not constitute billable usage.

Payment is due for the provision of the AI volume during the relevant billing period, not for its actual utilisation. Credits are valid for the relevant billing period. Unused credits expire at the end of the billing period without any entitlement to a refund, credit note or carry-over, unless expressly agreed otherwise.

Credits packages are billed monthly or on a pro rata monthly basis (hereinafter referred to as the ‘billing period’). Purchased credits packages are automatically renewed at the end of each month.

Customers may switch to a larger credit package at any time (also referred to as an ‘upgrade’). A switch to a smaller credit package (also referred to as a ‘downgrade’) is possible at the end of the month. If customers carry out an upgrade during the billing period and have already purchased a knowledge base package, the costs for the billing period will be credited on a pro rata basis. A new billing period begins with the upgrade. The new credits will be available one hour later. Any existing credits, if still available, may be used first within the context of the old billing period.

In the case of a trial of nele.ai, once the free credit package has been used up, the selected paid credit package will be charged; otherwise, the credit package corresponding to the scale of the trial will be charged. Credits from the trial period expire after a period of 7 days if they have not been used up. A repeat trial by the same company, organisation, individual or their employees is not permitted (in this context, the legally competent entity is regarded as the customer). The user account will be deactivated at the end of the trial period and deleted after 30 days. The email address provided will be stored to detect any repeat trial usage.

Customers are informed about the available pricing model, the available credit packages and the calculation of AI volume on the website https://nele.ai/de/preise.

Unless otherwise stated, all prices are exclusive of VAT, i.e. VAT is added.

Fees are generally payable in advance for the relevant billing period. Unless otherwise stated, invoices are due after two weeks.

Invoices and reminders may be sent electronically.

The user may settle invoices using the payment methods offered by GAL Digital GmbH.

The agreed price remains unchanged for the current contract period. GAL Digital GmbH is entitled to revise prices and the pricing structure with effect from the start of a new contract or renewal period. This may occur, in particular, due to changed market conditions, a changed cost structure, altered procurement terms, a change in the scope of services, or for other business reasons. Customers will be informed in writing of the new prices at least two weeks before the start of the new contract or renewal period. In this case, customers may terminate the contract up to the start of the new contract or renewal period, irrespective of any otherwise applicable notice period. If the contract continues after the start of the new contract or renewal period, the new prices as notified shall apply.

GAL Digital GmbH may set separate charges for newly introduced services as well as for voluntary or optional additional services that are not part of the contractually agreed scope of services. This also applies if such additional services were previously offered voluntarily free of charge. The introduction of a fee for a service that is already part of the agreed scope of services, however, is governed by the applicable provisions regarding amendments to the contract or remuneration.

If the user falls into arrears with payments, GAL Digital GmbH shall be entitled to refuse to fulfil any services due to the customer and to restrict access to the user account and nele.ai until the arrears have been cleared. In such cases, GAL Digital GmbH shall notify the customer of the restriction, giving them a notice period of 7 working days to remedy the arrears. GAL Digital GmbH’s other statutory and contractual rights arising from the customer’s default on payment remain unaffected. The restriction may not be imposed if it is unreasonable and/or cannot be reasonably expected of the user. GAL Digital GmbH’s claim for remuneration remains unaffected by the restriction. Access to nele.ai will be reinstated immediately upon settlement of the outstanding amounts. The right to impose a restriction shall apply as a less severe measure even where GAL Digital GmbH has a right to extraordinary termination under these General Terms and Conditions.

Costs arising from the reversal of a payment transaction due to insufficient funds or data incorrectly provided by users, as well as from reminders for overdue payments, shall be charged to the users; however, only those costs actually incurred directly by GAL Digital GmbH or awarded by law (material costs and third-party charges, such as postage costs or return direct debit fees) shall be charged. The user reserves the right to prove that no costs were incurred, or that the costs were lower.

Set-off is only permitted against claims already acknowledged by the other contracting party or established by a court, unless the claims relate to the principal performance or defects. A right of retention may only be asserted in respect of claims arising from the relevant contract.

Every business user is provided with a basic storage quota under their contract. The size of the basic quota, the available upgrade options and the applicable fees are set out in the service and pricing overview available at https://nele.ai/de/preise. The basic quota is currently 2 GB per customer; it can be expanded in continuous increments up to 2 TB. The quota covers the content stored within nele.ai, in particular files, chats, assistants and knowledge bases.

GAL Digital GmbH is entitled to increase the basic quota, the available tiers and the upper limit, as well as to introduce new tiers. A reduction in the basic quota is only permitted with effect from a future contract or renewal period, subject to prior notice. In this case, the customer has the right to terminate the contract until the change takes effect. Adjustments to fees are governed by clause 8.13.

The storage quota may be increased at any time for a fee. The increase takes effect immediately upon confirmation and payment and can be used straight away.

A reduction in the booked storage quota may be implemented with effect from the start of the following billing period. This is subject to the condition that the storage space actually in use at that time does not exceed the newly selected quota. Users are responsible for freeing up sufficient storage space in good time, for example by deleting files, chats or wizards. If the conditions are not met at the start of the following billing period, the previous storage quota, including the agreed fee for this, will remain in place until a valid downgrade can be carried out.

There is no entitlement to a refund for storage quotas that have already been paid for but not used within the current billing period.

The data traffic generated by the use of the storage quota is included in the fee for the booked storage quota within the scope of fair use and is not billed separately on a usage basis. The fair use policy relates exclusively to data traffic and does not limit the use of the respective booked storage quota. In particular, data traffic that is atypically high or excessive, and which significantly exceeds the volume to be expected from normal, contractually compliant use of nele.ai, is deemed to be unreasonable. In the event of unreasonable use, GAL Digital GmbH is entitled to notify the customer of this and to grant them a reasonable period in which to adjust their usage. If the unreasonable use is not ceased within this period, GAL Digital GmbH may temporarily limit data traffic to the extent necessary to remedy the disruption, or restrict functions that are particularly data-intensive. There is no need to set a prior deadline where immediate measures are required to avert significant disruptions to the security, stability or availability of nele.ai or the infrastructure used for this purpose.

Users are responsible for managing their content and for ensuring that they do not exceed their respective storage quota. The current usage status can be viewed in the user interface. If the quota is reached or exceeded, GAL Digital GmbH may restrict or block uploads and storage-related functions.

The storage quota is intended for the storage of content in connection with the contractual use of nele.ai. Use as general file, archive or backup storage without any functional connection to nele.ai is not in accordance with the contract. The booked storage quota may be fully utilised within the scope of contractual use. GAL Digital GmbH is entitled to take appropriate measures to prevent any use that contravenes the contract. Where possible and reasonable, the customer will be notified in advance of the alleged breach and given the opportunity to remedy the situation.

GAL Digital GmbH provides standard support to customers. This includes the receipt and processing of reports regarding technical faults and malfunctions of nele.ai via the channels provided for this purpose.

Standard support does not include consultancy and assistance services of any kind, in particular advice on the content-related use of nele.ai, on the design of enquiries, assistants and knowledge bases, training, set-up and integration services, or the answering of legal, data protection or tax-related questions. Information provided by GAL Digital GmbH does not constitute legal advice and does not give rise to any corresponding duty to provide advice.

A claim to specific response or recovery times exists only insofar as this has been expressly agreed.

GAL Digital GmbH is entitled to amend the scope of support services offered voluntarily and free of charge for future contract periods, and to offer additional support, ticketing and consultancy services for a fee. This does not affect the option to report technical faults or defects in the contractually agreed services free of charge via a channel provided by GAL Digital GmbH. Clause 8.14 applies to voluntary and additional services.

Separate agreements may be concluded for further requirements, in particular extended support, consultancy, training or individual service levels.

The provisions on data protection and data security set out at https://www.nele.ai/de/datenschutz/ shall apply.

The user undertakes to enter into contracts and conclude agreements as required by law. These include, in particular, data processing agreements in accordance with Article 28(3), first sentence, of the GDPR, in the event that GAL Digital GmbH processes data on behalf of the customer. In this regard, GAL Digital GmbH shall provide the customer with the relevant contract template. The customer’s own contract templates may only be considered subject to a reasonable fee for reviewing the customer’s template.

It is the responsibility of users to comply with the statutory information or notification obligations applicable to them with regard to the labelling of content created using AI or data processed using the services provided by GAL Digital GmbH. This applies to both existing and future statutory obligations.

Where customers use nele.ai as an operator within the meaning of the AI Regulation, they are responsible for fulfilling the legal obligations incumbent upon them in this role. In particular, they shall take the measures required under Article 4 of the AI Regulation to support the development of AI competence among their employees and other persons involved in the use of AI systems on their behalf. Furthermore, they shall fulfil the transparency and information obligations under Article 50 of the AI Regulation applicable to their respective use of nele.ai. The legal obligations to be fulfilled by GAL Digital GmbH as a provider remain unaffected by this.

Where GAL Digital GmbH provides users with templates to fulfil these information obligations, GAL Digital GmbH points out that these are merely sample templates which are made available to users without constituting legal advice or any assurance of legal validity in a specific application scenario of the users. It is the responsibility of the users to carry out a legal review of the application of the sample texts with regard to their specific use.

Users grant GAL Digital GmbH the rights of use to their legally protected content necessary for the contractual provision of services for the duration of the contractual relationship and for any post-contractual settlement period that may be required.

GAL Digital GmbH grants rights, in particular rights of use and exploitation, to the content generated by the AI software to the extent that such rights have been granted or transferred to GAL Digital GmbH by the providers of the AI software. GAL Digital GmbH does not restrict users’ rights to the content generated by the AI software.

Furthermore, the company names, logos and/or product names, trade marks or trademarks, as well as graphics, images and texts protected by copyright and other laws, made available to users in connection with the use of nele.ai, may not be used without the consent of GAL Digital GmbH or the respective rights holder, or outside the scope permitted by law.

GAL Digital GmbH hereby points out that users may only use nele.ai for their own individual purposes in accordance with the contract.

Furthermore, users are not authorised, without express written consent, to rent out, lend, lease, sell, modify nele.ai, or make it available to third parties in whole or in part in any technical form, whether for a fee or free of charge, or to enable third parties to carry out the aforementioned actions. The above prohibitions are subject to mandatory legal requirements. Sub-licences may not be granted.

In the context of using nele.ai, no health data subject to the Health Insurance Portability and Accountability Act (HIPAA) may be processed without permission. HIPAA applies when health data is exchanged electronically by healthcare providers within the USA for the purpose of carrying out financial or administrative tasks in the healthcare sector. HIPAA may also apply to non-US companies that process health data on behalf of the aforementioned US service providers.

Users may only use nele.ai via the input forms and interfaces provided. Any actions likely to impair the functionality of nele.ai, the software or the infrastructure (e.g. scripts, robots, crawlers) are prohibited. In particular, excessive load exceeding the intensity and frequency of use normally expected during standard use of nele.ai is prohibited.

Users must not upload any content containing copyright-protected software and/or other copyright-protected materials, unless the user holds the relevant rights or has obtained the necessary consent from the rights holders;

Users undertake to comply with all applicable legal provisions, in particular the AI Regulation, when using nele.ai. The use of nele.ai for AI practices prohibited under Article 5 of the AI Regulation is prohibited. The use of nele.ai as part of, or in connection with, a high-risk AI system within the meaning of Article 6 of the AI Regulation is only permitted with the prior written consent of GAL Digital GmbH and, where applicable, on the basis of a separate agreement.

When using nele.ai and creating AI content, customers and users must observe the guidelines and restrictions set out in the appendix ‘Content and Usage Guidelines’ to these Terms of Use.

GAL Digital GmbH reserves the right to take appropriate technical and legal measures to enforce the provisions of this section and to prevent the misuse of nele.ai.

Breaches of the above provisions may result in the immediate termination of the contract, the suspension of the user’s access to nele.ai, or claims for damages against the user. Customers shall indemnify GAL Digital GmbH against any consequences and claims by third parties arising from a breach of the provisions of this section. This includes, in particular but not exclusively, all costs, expenses and damages incurred by GAL Digital GmbH as a result of legal disputes or regulatory measures.

Free use – The user and GAL Digital GmbH may terminate the use of nele.ai during the trial period at any time and without giving reasons.

Paid use via subscription – Paid use shall initially run for the period booked by the user (hereinafter referred to as the “contract term”). Thereafter, the contract term shall be automatically extended by the same period unless the subscription is terminated by either party at least two weeks before the end of the current period.

Early termination by the user does not give rise to any claim for a refund against GAL Digital GmbH. Early termination by GAL Digital GmbH is only possible subject to a two-week notice period and upon refund of the proportionate fee paid in advance for the contract term. The proportionate fee to be refunded is calculated pro rata temporis based on the remaining contract term.

The right to terminate the contract without notice for good cause remains unaffected on both sides. Good cause for termination by GAL Digital GmbH shall be deemed to exist, in particular, if

Extraordinary termination must, as a general rule, be preceded by a formal warning. The formal warning may be waived if it would be unreasonable to expect the contracting party to comply with it. This is the case, in particular, where the contracting party’s conduct gives cause to believe that further misconduct is to be expected despite a formal warning.

If GAL Digital GmbH has terminated the contract for good cause in accordance with this section, the user shall have no entitlement to a refund of fees already paid.

It is the users’ responsibility to back up their data in good time before and after the end of the contract. Unless otherwise provided for in clause 15, GAL Digital GmbH shall, following the end of the contract, provide customers with the opportunity to export the content they have uploaded and which is accessible to them for a period of 30 calendar days. Once the applicable retrieval period has expired, GAL Digital GmbH is entitled to delete the stored customer data, provided that no statutory retention obligations or other legal grounds prevent this. Where the provisions on changing providers under Clause 15 apply, the transitional, retrieval and deletion periods specified therein shall take precedence.

GAL Digital GmbH shall assist customers in switching to another provider to the extent required by law. The details of the retrieval process, the supported formats and any obligations on the part of customers to cooperate are set out in the documentation.

The customer is entitled to switch to another provider of a comparable service or to their own IT infrastructure, and to use several providers in parallel. GAL Digital GmbH shall not impose any contractual, technical or organisational barriers to this.

This section applies insofar as the provisions of Chapter VI of Regulation (EU) 2023/2854 (Data Act) concerning switching between data processing services apply to nele.ai. For a time-limited non-production version provided exclusively for testing and evaluation purposes, the statutory exceptions set out in Article 31 of the Data Act apply. The mere use of the regular production version of nele.ai free of charge does not result in the exclusion of this section.

The customer may request, in writing, the initiation of a change of provider or the transfer of their exportable data and digital assets to their own ICT infrastructure. The notice period for initiating the change shall be no more than two months from receipt of the request for change, unless a shorter period is agreed. Upon expiry of the notice period, a transition period of, in principle, no more than 30 calendar days shall commence. During the transition period, the contract shall remain in force and nele.ai shall continue to be provided to the extent previously agreed. The agreed remuneration for ongoing use shall remain payable during this period. Upon successful completion of the provider switch, the contract for the services concerned shall be deemed to have been terminated. GAL Digital GmbH shall inform the customer of the termination. The customer may also request that their exportable data and digital assets be deleted upon termination of the service, without switching providers.

The customer is entitled to extend the transition period once by a period which they deem appropriate for their purposes. If it is technically impossible to carry out the switch within the standard transition period of 30 calendar days, GAL Digital GmbH shall inform the customer within 14 working days of receiving the request for the switch. It shall explain the technical impossibility and specify an alternative transition period, which must not exceed seven months.

The data and digital assets transferable as part of a change of provider include, insofar as they are present in the relevant customer account and the customer holds the necessary rights thereto:

In particular, the following are excluded from the exportable data and digital assets: the software and AI models of nele.ai, internal system configurations of GAL Digital GmbH, internal technical representations, internal operational, security and diagnostic data, as well as data or digital assets belonging to GAL Digital GmbH or third parties, the transfer of which would infringe intellectual property rights, trade secrets or compromise the security and integrity of nele.ai. Data that must be exported by law remains unaffected by this.

The data shall be provided in a structured, commonly used and machine-readable format via the interfaces and export functions provided for this purpose. GAL Digital GmbH provides information on the switch at https://www.nele.ai/switching. This includes

GAL Digital GmbH shall assist the customer in drawing up and implementing their exit strategy, provide the necessary information for this purpose, and designate a contact person for enquiries regarding the migration.

Once the transition period applicable to the switch has ended, the customer has at least a further 30 calendar days to retrieve their exportable data and digital assets. In the event of a provider switch, deletion takes place after this retrieval period has expired, provided that the provider switch has been successfully completed. If, instead of switching providers, the customer requests the deletion of their exportable data and digital assets, deletion will take place after the expiry of the relevant retrieval period. Statutory retention obligations and other compelling legal reasons that preclude deletion remain unaffected. A longer retrieval period may be agreed.

GAL Digital GmbH does not charge any separate fees for the switch or for the export of data. The fee for contractual use during the transition period remains unaffected.

The customer shall cooperate appropriately with the migration, in particular by specifying the content to be retrieved in good time and by ensuring that the necessary technical requirements are in place on their end.

Information on the jurisdictions to which the ICT infrastructure used for data processing within the framework of nele.ai, as well as a general description of the technical, organisational and contractual measures to protect non-personal data stored in the European Union from state access incompatible with Union law or the law of a Member State, or from corresponding transfers from third countries, is available at https://www.nele.ai/switching. GAL Digital GmbH keeps this information up to date.

The technical, organisational and contractual measures in place to protect non-personal customer data stored in the European Union against state access from third countries or corresponding transfers that are incompatible with Union law or the law of a Member State can be found on the information page at https://www.nele.ai/switching.

Users who are business owners must inspect the services provided by GAL Digital GmbH without delay and, insofar as this is practicable in the ordinary course of business, at , and, should any defect come to light, must notify GAL Digital GmbH of this without delay. Defects must be reported in writing (email is sufficient) without delay, accompanied by a clear description of the symptoms of the fault, supported as far as possible by written records, screenshots or other documentation illustrating the defects. Users’ statutory obligations to inspect and give notice of defects remain unaffected.

Claims for damages are subject to the restrictions set out in Clause 19 of these Terms and Conditions (“Liability and Damages”).

The user has no entitlement to uninterrupted availability of nele.ai. However, nele.ai endeavours to make the platform available reliably. Maintenance, security or capacity-related work, as well as events beyond the control of nele.ai (e.g. power cuts, the overloading of nodes or interfaces provided by AI providers), may lead to the temporary suspension of the services offered by nele.ai.

No claims for defects shall arise in the event of an insignificant deviation from the agreed or implied quality, or in the event of only an insignificant impairment of the fitness for purpose of the services provided by GAL Digital GmbH in accordance with the purpose of the contract. In particular, GAL Digital GmbH expressly accepts no warranty or liability for:

The limitation period for claims arising from defects is one year. The limitation period for other claims arising from poor performance is six months. The provisions of this section of the General Terms and Conditions apply.

The limitations on warranty and liability obligations, as well as the shortening of the relevant time limits, do not apply in the event of the customer’s mandatory recourse claims under consumer law.

In the course of providing nele.ai, GAL Digital GmbH integrates software from external sources, i.e. software that is not operated on its own servers or otherwise under its own responsibility (hereinafter referred to as ‘third-party software’). Third-party software includes, in particular, software from providers of AI models. In doing so, GAL Digital GmbH accesses the third-party software via usage, programming and other interfaces provided by the providers of the third-party software or by users (hereinafter “APIs”, short for “Application Programming Interfaces”). Conversely, and insofar as this falls within the scope of services and is technically feasible, GAL Digital GmbH’s software may enable access to nele.AI via APIs.

With regard to the APIs and the third-party software, the scope of services is limited solely to the provision of the API in accordance with the technical specification, so that the third-party software or its functions are regularly made available to users in accordance with the purpose of the contract. GAL Digital GmbH, however, accepts no liability for the availability, functionality or freedom from errors of the third-party software and the API provided by their providers or by users. In particular, GAL Digital GmbH accepts no responsibility in this context for the user’s decision to use the third-party software or the API, the functionality of the third-party software, changes to the scope of services or subsequent restrictions that lead to incompatibilities with the APIs or limit their accessibility. Furthermore, in this context, GAL Digital GmbH accepts no liability in particular for the content or information processed using the third-party software – in particular, data created, transmitted or obtained – or for the actions of third parties in connection with the third-party software.

If GAL Digital GmbH is prevented, to a reasonable extent and not merely temporarily, from providing the contractual services due to changes or restrictions to the third-party software or APIs, GAL Digital GmbH shall be entitled to provide the services by alternative and appropriate means which, from the user’s perspective, offer a reasonably equivalent scope of services and fulfil the purpose of the contract, or to terminate the provision of services on a pro rata basis from the time the performance becomes impossible. Pro rata remuneration shall be payable for the services provided by GAL Digital GmbH up to that point.

The restrictions in this section apply without prejudice to the provisions on liability and compensation for damages in Clause 19 of these General Terms and Conditions and, where applicable, to the agreements made with the user in a data processing agreement.

GAL Digital GmbH is not responsible for users’ content and does not endorse such content.

GAL Digital GmbH reserves the right, within the limits permitted by law and taking into account what is reasonable for the user – in particular with regard to users’ data protection and personal rights – not to publish content, to withdraw its publication, or otherwise to block or delete the content if there are concrete, objective grounds to suggest that the content contravenes legal requirements, official prohibitions, the rights of third parties or public decency. However, GAL Digital GmbH is under no obligation to review the content in advance.

In particular, GAL Digital GmbH does not guarantee that this content is true, fulfils a specific purpose or is capable of serving such a purpose.

Insofar as functions of nele.ai incorporate third-party content, in particular content retrieved via web searches, GAL Digital GmbH accepts no liability for its accuracy, completeness, availability or lawfulness. When creating content, in particular images, it is the responsibility of users to check whether the intended use is subject to any third-party rights.

GAL Digital GmbH shall be liable under this contract only in accordance with the following provisions; in all other respects, liability is excluded.

GAL Digital GmbH shall be liable without limitation for damage caused intentionally or through gross negligence by GAL Digital GmbH, its legal representatives or senior executives, as well as for damage caused intentionally by other vicarious agents. In the case of gross negligence on the part of other vicarious agents, liability shall be determined in accordance with the provisions set out in this section regarding slight negligence in the breach of cardinal obligations.

GAL Digital GmbH shall be liable without limitation for damage caused intentionally or through negligence resulting from injury to life, limb or health by GAL Digital GmbH, its legal representatives or vicarious agents. GAL Digital GmbH shall be liable for damage resulting from the absence of warranted characteristics up to the amount covered by the purpose of the warranty and which was recognisable to GAL Digital GmbH at the time the warranty was given.

GAL Digital GmbH is liable for damages arising from product liability in accordance with the provisions of mandatory product liability legislation.

GAL Digital GmbH shall be liable for damages arising from a breach of fundamental obligations by GAL Digital GmbH, its legal representatives or vicarious agents. Fundamental obligations are the essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfilment of which the user may rely. If GAL Digital GmbH has breached these fundamental obligations through slight negligence, its liability is limited to compensation for the foreseeable, typically occurring damage (hereinafter ‘typical damage’). Typical damage is, in principle, limited to the specified amount and, otherwise, to the amount of the user’s contractual fee for the period during which the breach of obligation occurred. In this case, typical damage is limited to 1,000.00 euros. This does not apply if the limitation would be unreasonable in the specific case from the point of view of equity. Typical damage shall, in principle, not exceed five times the agreed remuneration.

Notwithstanding the liability provisions of these General Terms and Conditions, GAL Digital GmbH shall not be liable for the loss of data if the damage could have been avoided had the user fulfilled a duty or obligation to back up their data. In any event, the user shall be held liable for contributory negligence. In the event of termination, the user is responsible for backing up their data beforehand.

Force majeure within the meaning of these General Terms and Conditions refers to any event that lies beyond the reasonable control of the affected party, was unforeseeable at the time the contract was concluded, and the effects of which could not have been prevented even with the utmost care. These include, in particular:

The affected party is obliged to notify the other party in writing without delay, but no later than ten (10) working days after the event occurs. The notification must include: the nature and expected duration of the event, the services affected, and an initial assessment of the consequences. The affected party is also obliged to keep the other party informed of any changes in the situation and to take all reasonable measures to mitigate the consequences.

For as long as the event of force majeure persists, the affected party’s obligations to perform shall be suspended to the extent that the performance of the service is impossible or unreasonable. The same applies, conversely, to the contracting party’s payment obligations in respect of the affected, unperformed services. During this period, the parties shall be exempt from claims for damages and claims arising from default in connection with the suspended services.

If the event of force majeure lasts for more than sixty (60) calendar days, or if it is foreseeable that performance of the contract will become permanently impossible, GAL Digital GmbH shall initially be entitled to offer the affected services by alternative, equivalent means, provided this is technically and economically reasonable. If no use is made of this option, or if an equivalent alternative cannot be provided, either party shall be entitled to terminate the contract in question extraordinarily by written notice with ten (10) working days’ notice, without this giving rise to any claims for damages.

In the event of such termination, the following shall apply:

Once the impediment has ceased, the affected party is obliged to inform the other party without delay and to resume the suspended services as soon as technically and organisationally possible. In this context, both parties shall agree on a realistic restart plan. Deadlines for the provision of services shall be extended appropriately by the duration of the disruption.

The provisions of this section apply without prejudice to the provisions on liability and compensation for damages set out in Clause 19 of these General Terms and Conditions.

As the integrity and functionality of nele.ai are of essential importance, sanctions will be imposed on users if and to the extent that there are concrete indications that users are in breach of statutory provisions, the rights of third parties, public policy and/or these Terms and Conditions.

When deciding on the sanction to be imposed, GAL Digital GmbH will take into account the factual circumstances and the legitimate interests of the user concerned, and will also consider, amongst other things, whether the misconduct was unintentional or whether the breach was committed culpably. GAL Digital GmbH has the following graduated sanctions at its disposal:

Users shall indemnify GAL Digital GmbH against all claims asserted by third parties against GAL Digital GmbH on the grounds of an infringement of their rights.

In this respect, users shall also bear the costs of any necessary legal defence, including lawyers’ fees and court costs at the statutory rate. Users shall not be required to provide such indemnification if they are not responsible for the infringement.

GAL Digital GmbH is entitled to amend these Terms and Conditions with effect for existing contractual relationships if there is an objective reason for doing so and the amendment does not significantly alter the contractual balance of performance and consideration to the detriment of the customers. An objective reason exists in particular where

Changes to the agreed price are governed by clause 8.13. Material changes to the scope of services contractually owed, which go beyond the changes to services provided for in these Terms and Conditions, require a separate agreement, unless a statutory right to make such changes exists.

GAL Digital GmbH shall send the amended Terms and Conditions to the email address provided by the customer at least two weeks before they come into force. GAL Digital GmbH may specify a longer notice period and shall state this in the notice of amendment.

If the customer does not object to a change permitted under clause 23.1 before it comes into force, the amended General Terms and Conditions shall be deemed to have been agreed from that point in time. GAL Digital GmbH shall expressly draw the customer’s attention in the notice of amendment to the change, the date on which it comes into force, the customer’s right to object, and the implications of failing to object.

If the customer objects to the amendment within the specified time limit, the contract shall initially continue under the previous terms and conditions. In this case, GAL Digital GmbH may terminate the contract at the next possible ordinary termination date. If, due to compelling legal, technical or security-related circumstances, it is not possible for GAL Digital GmbH to continue the contract under the previous terms and conditions , or if doing so would involve disproportionate effort, any further statutory rights of termination remain unaffected.

Users may also accept the amended Terms and Conditions by providing an explicit declaration of consent.

Subject to any express confidentiality obligations, GAL Digital GmbH is entitled to publicise the user’s use of nele.ai for the purposes of self-promotion, without the user being entitled to any remuneration in respect thereof.

Subject to the user’s right to revoke this in writing at any time, GAL Digital GmbH is entitled to refer to its existing or former business relationship with the user by name and company logo on its own advertising media and, in particular, on its website (reference).

Any deviating general terms and conditions of the user shall only apply if GAL Digital GmbH has expressly agreed to them in writing. Failure to reject conflicting terms and conditions notified by the user shall not constitute consent.

All legally binding declarations must be made at least in text form (e.g. email, fax) or via the available settings options on nele.ai, unless these General Terms and Conditions or the law expressly require the written form.

GAL Digital GmbH reserves the right to grant third parties rights to nele.ai and the data associated with it (in particular for financing purposes and for transfer to subsidiaries and partner companies of GAL Digital GmbH), provided that the provisions of these Terms and Conditions and the applicable laws, in particular the German Data Protection Act ( ) and consumer protection legislation, are observed. The user may only assign claims against GAL Digital GmbH arising from this contract to third parties with the written consent of GAL Digital GmbH.

The law of the Federal Republic of Germany shall apply, provided that this is not precluded by any mandatory statutory provisions.

The place of performance is the registered office of GAL Digital GmbH. The place of jurisdiction is also the registered office of GAL Digital GmbH, provided that the user is a trader, a legal person under public law or a special fund under public law, or the user has no general place of jurisdiction in the Federal Republic of Germany. GAL Digital GmbH reserves the right to choose another permissible place of jurisdiction.

glorifies violence against individuals or groups, promotes acts of violence, or incites self-harm or suicide.

is discriminatory, hateful, offensive or harassing, including content that causes harm or incites discrimination on the basis of race, ethnic origin, nationality, religion, gender, sexual orientation, gender identity, age or disability.

is sexually explicit, pornographic, obscene or inappropriate, in particular content that is unsuitable for under-18s.

Contains misinformation or disinformation, is intentionally misleading or has fraudulent intentions, including deepfakes or manipulated content that could cause harm to third parties. Users must not use nele.ai to create deliberately misleading content, including edited media (e.g. deepfakes) intended to deceive or manipulate individuals, or to spread false statements about a person or institution by using content created with nele.ai.

Infringe the rights or privacy of third parties, including the publication of personal data or confidential information without the express consent of the individuals concerned.

breach applicable laws, regulations or regulatory requirements;

infringe the intellectual property rights or other rights of third parties, including copyright, trade marks, patents, trade secrets or other proprietary rights;

use automated queries or methods that place an excessive burden on or impair nele.ai;

investigate, exploit or circumvent vulnerabilities or security flaws in nele.ai;

endanger the safety and security of persons, data or systems;

to distribute malware, viruses or other harmful content that could impair the functionality, security or integrity of nele.ai or third parties;

to infringe the fundamental rights of individuals through surveillance, persecution or other forms of restriction;

to create or support applications that promote discrimination or harm against individuals or groups;

to develop products or services that compete with nele.ai and the AI models provided, including for the training of competing AI models, unless this has been expressly permitted. Furthermore, it is prohibited: (a) to reverse engineer or duplicate nele.ai and the AI models provided; (b) to assist a third party in carrying out these actions.

To create applications that, without adequate human supervision, make decisions that could have a significant impact on the legal, financial or personal circumstances of individuals.

To use subliminal, i.e. subconscious, techniques that go beyond normal limits of perception and could cause deception or harm.

To infer individuals’ emotional states from their physical, physiological or behavioural characteristics.

Using biometric data to classify or predict sensitive attributes such as gender, race, nationality or religious beliefs.

Removing or manipulating mandatory labelling regarding the AI origin of content.

To use real-time facial recognition in uncontrolled areas (e.g. public spaces), particularly by law enforcement agencies.

that generated content is clearly labelled as having been created by AI in accordance with legal requirements, particularly where there is a risk of confusion with content created by humans.

that the use of nele.ai complies with all applicable data protection laws and regulations.

that the protection of sensitive, confidential and personal data is guaranteed in order to prevent misuse or unauthorised access.

that personal data or other data protected by law or contract is only processed where there is a sufficient legal basis or authorisation to do so.

that they implement technical and operational measures to detect fraudulent user behaviour during account creation and use.

that, where necessary, technical restrictions on inputs and outputs are implemented to minimise misuse.

that applications are thoroughly tested to identify and minimise undesirable behaviour.

that, where necessary, feedback channels are established to report and rectify misuse and errors in applications.

Google Gemini: Users must not use the Gemini AI model provided by Google in the healthcare sector, for medical advice, or in any way that is subject to a medical device regulatory authority or requires corresponding authorisation or approval.