General terms and conditions of acehub services
1. Scope and Definitions
1.1
eleanto GmbH, Ferdinand-Lassalle-Straße 17, 04109 Leipzig (hereinafter “eleanto”) offers services related to the training and communication of employees for companies via its website www.acehub.io (hereinafter the “Platform”).
1.2
These General Terms of Use (GTU) govern the content of the usage relationship between eleanto and the customer. eleanto offers the use of the services and the platform exclusively on the basis of these GTU. Conflicting or deviating terms and conditions of the customer are hereby expressly rejected, unless eleanto has expressly agreed to their validity in writing.
1.3
Any individual contractual agreements made between eleanto and the customershall take precedence over these Terms of Use.
1.4
A condition for the use of eleanto’s services is that the use of the services isexclusively for a commercial, business, or freelance activity of the customer (§ 14 para. 1 BGB). Conclusion of a contract with consumers (§ 13 BGB) is excluded.
1.5
The terms used in these GTC are defined as follows:
“Customer” means any natural or legal person or legally capable partnership who, when concluding the contract, acts in the exercise of their commercial or independent professional activity and uses the services of eleanto.
“Users” are the natural persons authorized by the Customer who actively use the Services. This includes both employees of the Customer as well as third parties to whom the Customer grants access to content via the platform (e.g., customers of the Customer, business partners, or other recipients of published stories).
“Services” are the functions made available to the customer via the platform, such as creating and sharing content.
“Content” means all data, texts, images, and videos created, uploaded, or embedded by the customer or its users on the platform.
“Processor” means the entity that processes data on behalf of a controller responsible for data processing. eleanto acts as the processor on behalf of the customer. eleanto may also engage further processors (“sub-processors”). The conditions for this are governed by the Data Processing Agreement (DPA), which is Annex 1 to these Terms of Use and constitutes an integral part of the contract.
“Customer Data” means such data that is processed by eleanto for the customer within the scope of providing the services.
“Personal Data” means information relating to an identified or identifiable natural person.
“Parties” means eleanto and the Customer.
2. Registration, User Account, Usage Agreement
2.1
The use of the eleanto services requires the creation of an online account by the customer (the “Account”). The contract for use is concluded upon the activation of the Account by eleanto following the completion of the registration process, incorporating these Terms of Use and the Data Processing Agreement (Annex 1).
2.2
eleanto shall promptly confirm to the customer the registration and the conclusion of the usage agreement as well as the booking of packages and additional services by electronic means to the email address provided by the customer.
2.3
Upon account creation, the Customer undertakes to provide the required information truthfully, in particular their last name, first name, email address, as well as the name and address of their company. These data will be processed in accordance with the eleanto Privacy Policy.
2.4
The Customer is responsible for the accuracy of the information provided by them and undertakes to update their information without delay or to inform eleanto of any changes to the information.
2.5
The Customer shall not disclose access to the account to unauthorized third parties and shall take appropriate measures to prevent third-party access to their account. The Customer is obliged to use secure passwords and keep them confidential. Secure means that passwords comply with the current recommendations of the Federal Office for Information Security (BSI). The Customer is responsible for actions taken under their account, unless they are not at fault for such actions. The Customer is also liable for the use by third parties that is enabled through the Customer’s fault.
2.6
The Customer undertakes to notify eleanto immediately in the event of fraudulent or otherwise unauthorized use of their account and to change their access password without delay. The Customer shall bear all costs arising from unauthorized use of the Customer’s account until eleanto is informed thereof, unless the Customer is not responsible for this.
2.7
eleanto shall not be liable for damages arising from the use of the account by third parties, with or without the customer’s consent, unless eleanto is responsible for the use by the third party.
2.8
The Customer may request the deletion of their account and the termination of the User Agreement in accordance with the provisions set forth in Clause 9 (Term and Termination).
3. Packages, Services, and Compensation
3.1 Free use
The customer has the option to use the services free of charge as long as no story created by the customer is published via the platform (i.e., made live for the public or the customer’s employees). The free usage therefore specifically includes creating, editing, and previewing content. As soon as the customer makes a story live, the conclusion of a paid usage agreement in accordance with clause 3.2 is required.
3.2 License Packages
As soon as the customer publishes a story live or multiple users from a company use the platform, the customer is obliged to conclude a paid usage agreement with eleanto. The scope of the packages and their functions, as well as the remuneration, are to be taken from the individual offer made by eleanto, which is prepared for the customer’s company.
3.3 Other additional services
eleanto offers other services (e.g., content creation, template creation, video productions) which must be commissioned separately. The scope and remuneration are to be taken from the individual offer.
3.4 Remuneration and Payment Terms
a)
By concluding a paid usage contract, the customer undertakes to pay the agreed remuneration to eleanto. The remuneration is due for payment in advance either monthly or annually, depending on the chosen billing model. The billing model selected by the customer is derived from the individual offer or the agreement made at the time of contract conclusion.
b)
For any other additional services, the customer shall pay eleanto the remuneration agreed upon in each case as agreed.
c)
The prices shown in the offer are net prices plus the applicable statutory value-added tax.
d)
Invoices will be sent to the customer electronically to the email address stored in the account. The customer agrees to this form of invoicing.
e)
Invoices are due for payment without deduction within 14 days of the invoice date.
3.5 Default in Payment
a)
If the customer is in default of payment, eleanto is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate per annum. The assertion of further damages due to default remains unaffected.
b)
If the customer is in arrears with a payment for more than 30 days, eleanto is entitled, after prior warning by e-mail, to temporarily suspend the customer’s access to the services until the outstanding claim has been fully settled. The customer’s obligation to pay the remuneration remains unaffected by the suspension.
3.6 Price Adjustments
a)
Cost-Related Price Adjustment: eleanto is entitled to adjust the agreed prices for paid packages at its reasonable discretion (§ 315 BGB) in order to offset increased overall costs (e.g., for personnel, server hosting, energy). Such a cost-related price adjustment may only be made once per calendar year.
b)
Performance-Based Price Adjustment: If eleanto significantly expands the functionality of an existing package (e.g., through a major platform update or the integration of new core features), eleanto is entitled to adjust the remuneration for the respective package in accordance with the added value of the expansion. Such an adjustment is only permissible if the new feature becomes an integral part of the package and is not offered as a separately bookable add-on module.
c)
Extended License Variants: eleanto may offer extended license variants with additional functionality alongside the existing license (e.g., a “Professional” license). The customer is not obligated to switch to an extended license variant; their existing license remains unchanged with the agreed functionality and agreed remuneration. A switch to an extended license variant is made solely on a voluntary basis by the customer and requires a separate agreement. The respective terms and conditions and the scope of functions of the extended license variant are set forth in eleanto’s individual offer.
d)
Announcement and Special Right of Termination: eleanto will announce any price adjustment pursuant to lit. a) or lit. b) to the customer in text form (e.g., by e-mail) at least six (6) weeks prior to its effective date. The announcement will clearly explain the reasons for the adjustment and, in the case of performance-related adjustments, the extended scope of functions. In the event of a price increase of more than 5% of the previous price, the customer has the right to terminate the contract extraordinarily at the time the increase takes effect. If the customer does not exercise this special right of termination within four (4) weeks after receipt of the announcement, the price adjustment shall be deemed approved.
4. Use of the Services
4.1 Compliance with applicable regulations
Each party declares that it will comply with the legal provisions applicable to its activities.
The Customer ensures that its use of the Services does not violate laws, administrative regulations, or applicable international agreements. In particular, competition, criminal, copyright, trademark, designation, patent, and personal rights regulations, youth protection provisions, and other third-party rights must be observed.
4.2 Rights of Use, Intellectual Property
a)
Customer’s Intellectual Property Rights: The Customer grants eleanto all non-exclusive, worldwide, and contract-duration-limited rights necessary for the fulfillment of the contract to its content, in particular the right to reproduce, store, transmit, and display it for the purpose of providing the service. The Customer ensures that it holds all necessary rights to the content it uploads and that this content is free of third-party rights. The Customer indemnifies eleanto against all claims by third parties arising from a breach of this obligation, unless the Customer is not responsible for the breach.
b)
Rights of eleanto to Intellectual Property: All rights to the platform and the services, in particular the computer programs, processes, designs, technologies, trademarks, and trade names, are the intellectual property of eleanto or its licensors. The customer is granted a simple, non-transferable, and contract-duration-limited right to use the services in accordance with these Terms of Use.
4.3 Protection of personal data
a)
Customer’s Responsibility: The customer is solely responsible as the controller within the meaning of the GDPR for the lawfulness of the collection and processing of the personal data of its users and the personal data of third parties contained in its content.
In particular, the customer ensures that all necessary legal bases (e.g., consents) are in place.
b)
Prohibition of Special Categories of Data: The Customer is obliged not to process any special categories of personal data within the meaning of Article 9 GDPR (e.g., health data) through the platform. eleanto expressly objects to the processing of such data.
c)
Data Processing on Behalf: If eleanto processes personal data on behalf of the customer in the provision of the services, the provisions of the Data Processing Agreement (DPA) in Annex 1 shall apply.
4.4 Prohibited Uses
The use of the services for storing or transmitting unlawful, racist, glorifying violence, pornographic, or content infringing the rights of third parties is prohibited. Likewise, any use that could impair eleanto’s infrastructure or the availability of the services for other customers is prohibited. In the event of a violation, eleanto reserves the right to remove the respective content and/or block the customer’s access to the services after prior warning.
5. Support, Maintenance and Availability (SLA)
5.1 Support
a)
eleanto provides technical support via email for paid packages. Inquiries can be directed to support@acehub.io.
b)
The support service hours are Monday to Friday from 9:00 a.m. to 5:00 p.m. (CET/CEST), excluding public holidays at eleanto’s registered office. eleanto will endeavor to respond to inquiries within 24 hours during the service hours.
5.2 Maintenance
a)
eleanto is entitled to carry out planned maintenance work on the platform. These will be conducted, as far as possible, outside of regular business hours (Monday to Friday, 9:00 a.m. to 6:00 p.m. CET/CEST).
b)
Planned maintenance work that is expected to result in an interruption of the services for more than 15 minutes will be announced to the customer at least 48 hours in advance by e-mail or via the platform.
5.3 Availability (Service Level Agreement – SLA)
a)
eleanto guarantees an availability of the services of 99.0% on an annual average for paid packages.
b)
Downtimes that do not fall within the calculation of availability include those that
i. are attributable to scheduled maintenance work pursuant to Clause 5.2;
ii. are attributable to force majeure (see Clause 11);
iii. caused by the customer or third parties commissioned by them;
iv. are due to disruptions of the Internet or other networks that are not within eleanto’s sphere of influence.
5.3 Warranty of Defects
a)
The statutory warranty rights for defects under tenancy law (§§ 536 et seq. of the German Civil Code – BGB) shall apply, with the provision that liability without fault for initial defects is excluded.
b)
The Customer is obliged to notify defects of the services without delay after their discovery in text form. eleanto will remedy duly notified defects within a reasonable period.
6. Liability
6.1
The following provisions regarding eleanto’s liability shall apply to all claims for damages and cases of liability, regardless of the legal grounds on which they are based (e.g., warranty, delay, impossibility, breach of duty, tort), with the exception of claims by the customer:
– for damages resulting from injury to life, body, and health,
– in the case of fraudulent concealment of a defect by eleanto or due to the absence of a
characteristic for which eleanto has provided a guarantee,
– which are based on intentional or grossly negligent conduct by eleanto, its legal representatives, or vicarious agents,
– pursuant to the Product Liability Act.
For the foregoing exceptions, the statutory provisions shall remain applicable.
6.2
eleanto shall be liable for slight or simple negligence only in the case of breach of essential contractual obligations (so-called cardinal obligations), i.e., obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. In the case of slight negligence in the breach of cardinal obligations, eleanto’s liability is limited to compensation for the typical, foreseeable damage under the contract. In this case, liability is also limited to the amount of the net remuneration paid by the customer in the 12 months preceding the damaging event.
6.3
Apart from that, eleanto’s liability for slight or simple negligence is excluded.
6.4
If the customer incurs damage through the use of services provided free of charge (including the retrieval of free content), eleanto shall be liable only to the extent that the damage arose from the proper contractual use of the free content and/or services, and only in cases of intent (including fraud) and gross negligence on the part of eleanto.
7. Confidentiality
7.1
Both parties undertake to keep confidential all information and documents of the other party that become known to them in the course of performing the contract and are marked as confidential or are recognizable as trade or business secrets under the circumstances (hereinafter “confidential information”), and – unless required for the purpose of achieving the contractual objective – neither to record, disclose, nor exploit them.
7.2
The obligation of confidentiality does not apply to confidential information that
a)
were demonstrably already known to the receiving party at the time of concluding the contract or become known thereafter from a third party, without thereby violating any confidentiality agreement, legal provisions, or official orders;
b)
are or become publicly known, provided this is not due to a breach of this Agreement;
c)
must be disclosed due to statutory, judicial, or official orders.
7.3
The obligations of confidentiality shall continue to apply beyond the termination of the contract for a period of three (3) years.
8. Provider Change and Data Portability (EU Data Act)
8.1 Right to Change Provider
a)
In accordance with the provisions of the EU Data Act, eleanto supports the customer in the event of an intended switch to another provider of data processing services (“Switching”).
b)
The Customer has the right, after effective termination of the contract pursuant to Clause 9, to switch to another provider or to request the transfer of all its exportable data (as defined in Clause 8.2) to its own IT infrastructure (“On-Premise”).
8.2 Exportable Data
a)
Exportable data includes all content actively created or uploaded by the customer or its users on the platform (e.g., texts, images, videos in created stories) as well as response data generated through the use of interactive elements (e.g., survey results).
b)
Data that is not subject to export includes data generated by eleanto relating to the functioning of the platform (e.g., internal performance and usage analyses, metadata), as well as data whose export would infringe upon the intellectual property rights of eleanto or third parties.
8.3 Change Process and Deadlines
a)
eleanto shall provide the customer with the exportable data in a structured, common, and machine-readable format (e.g., JSON, CSV) via a secure download interface.
b)
The provision of the data shall be made without undue delay and within a transition period of a maximum of 30 calendar days, commencing after the date of termination of the contract.
c)
After the expiration of the transition period, eleanto ensures that the exportable data will be available for retrieval by the customer for an additional retrieval period of at least 30 calendar days.
d)
After the expiration of the retrieval period, all customer data as well as the associated backup copies will be irrevocably deleted from eleanto’s systems, unless there are statutory retention obligations to the contrary.
8.4 Switching Fees
a)
Support in the event of a provider change and the provision of exportable data in accordance with this Section 8 are provided to the customer free of charge.
b)
From January 12, 2027, no fees may be charged for the switching process. eleanto hereby waives the collection of such fees already now.
9. Term, Termination
9.1
The term of the usage agreement shall be determined by the individual offer accepted by the customer.
9.2
Free accounts have no fixed contract term. Either party may terminate the user agreement at any time with immediate effect in text form.
9.3
Paid packages have, depending on what the customer has booked upon conclusion of the user agreement, a fixed minimum term (e.g., 12 months). During this fixed term, the user agreement may not be terminated ordinarily by either party.
9.4
Paid packages shall automatically renew at the end of the respective term for an additional term equal to the initial term, unless the contract is terminated by either party in writing (e.g., by e-mail) with a notice period of 30 days prior to the respective end of the term.
9.5
The parties’ right to terminate the User Agreement extraordinarily for good cause remains unaffected. A good cause for eleanto shall, in particular, exist if the customer significantly or repeatedly breaches these Terms of Use (in particular Sections 3.5 and 4.4) or if insolvency proceedings are opened with respect to the customer’s assets.
9.6
If eleanto discontinues the operation of the services permanently for economic reasons, eleanto will inform the customer thereof with a notice period of at least three (3) months. Fees paid in advance will be refunded to the customer on a pro rata basis for the period after the discontinuation.
9.7
The provisions regarding data disclosure and deletion in Clause 8 shall remainunaffected by termination.
10. Amendements to the Terms of Use
10.1
eleanto is entitled to amend these Terms and Conditions if this is necessary for a valid reason (e.g., due to changes in legislation, case law, or market conditions) and the amendment does not unreasonably disadvantage the customer.
10.2
eleanto will notify the customer of planned changes at least six (6) weeks before their effective date in text form (e.g., by e-mail). The notification will include a reference to the customer’s right to object, the deadline for doing so, and the consequences of failing to object.
10.3
If the customer does not object to the amendment within four (4) weeks after receipt of the notification in text form, the amended GTC shall be deemed accepted. If the customer objects within the deadline, the contractual relationship shall continue under the previous conditions. In this case, eleanto reserves the right to terminate the contract properly at the next possible date.
11. Force Majeure
11.1
The parties shall not be liable if the non-performance or delay in the performance of any of their obligations is due to an event of force majeure. Force majeure shall be understood as unforeseeable, unavoidable events beyond the control of the respective party, such as wars, natural disasters, epidemics, pandemics, general strikes, or widespread failures of communication networks.
11.2
If a force majeure event lasts longer than 60 days, each party is entitled to terminate the contract extraordinarily. Any fees already paid shall be refunded on a pro rata basis in this case.
12. Final Provisions
12.1 Applicable Law, Jurisdiction
a)
The contract for use and these Terms of Use are exclusively subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law.
b)
The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is the registered office of eleanto.
12.2 Text Form
a)
Amendments and additions to this contract require text form to be effective. This also applies to the amendment of this text form requirement.
12.3 Set-off and Retention
a)
The customer may only set off against undisputed or legally established claims. The customer may only assert a right of retention insofar as it is based on the same contractual relationship.
12.4 Severability Clause
a)
Should any individual provisions of these General Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, a valid provision shall be deemed agreed upon which comes closest to the economic purpose of the invalid provision. The same shall apply in the event of a contractual gap.
Annex 1 – Agreement on the Processing of Personal Data (Data Processing Agreement, DPA)
The data processing agreement (DPA) concluded between the customer and eleanto is an integral part of this contractual relationship. The current DPA will be made available to the customer upon conclusion of the contract.
