General Terms and Conditions (GTC)
1. General
1.1 These GTC govern the provision of the AI-based Software-as-a-Service applications offered by go AVA GmbH, Blumenkamp 2, 45133 Essen ("go AVA") (including goEducation, goDialogue, hereinafter referred to as the "go AVA Applications") as well as the provision of further services by go AVA in connection therewith, e.g. consulting, implementation, integration, development and other services.
1.2 go AVA offers the go AVA Applications and the further services related thereto exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity.
1.3 The services to be provided by go AVA in each individual case and the specific scope of services of the go AVA Applications are conclusively set out in the respective service agreement ("Service Agreement"). The Service Agreement comprises the description of the services presented in the ordering process, including these GTC and the Subscription Terms. General terms and conditions of the customer shall not apply.
2. Online conclusion of contract
2.1 A Service Agreement is concluded when the customer submits an offer to conclude the Service Agreement on the go AVA website or via the user account set up, and go AVA accepts this offer. The persons designated as administrators in the customer's user account are authorized by the customer to book subscription models, subscriptions and other usage options that can be selected during the ordering process ("Subscription Model") in accordance with the Subscription Terms and to make the declarations required for the booking.
2.2 By clicking the order button, the customer submits their binding offer to conclude the Service Agreement. The customer may correct their entries before submitting their contractual declaration by means of the correction tools provided and explained in the ordering process. The Service Agreement comes into effect upon receipt by the customer of go AVA's declaration of acceptance by email. It is possible to print or save the contract text (including these GTC, the relevant Subscription Terms and the description of services displayed during the ordering process) during the ordering process and before conclusion of the contract using the user's browser's print or save function. The languages available for the conclusion of the contract are German and English.
3. Scope of services of the go AVA Applications
3.1 With the help of the go AVA Applications, customers can in particular create AI-generated avatars. Depending on the go AVA Application used and the booked Subscription Model, customers can, for this purpose, select in particular (i) materials uploaded by them ("Customer Content"), (ii) materials provided by third parties ("Third-Party Content") or (iii) materials provided by go AVA for this purpose ("go AVA Content") in order to combine them with selected avatars and to create and use content and application formats from them – AI-supported.
3.2 go AVA acts as a purely technical service provider. The customer is responsible for the accuracy, completeness and legality of the Customer Content and Third-Party Content. With regard to Third-Party Content, this also applies if it is brokered by go AVA – e.g. via corresponding marketplace functionalities or (free) link collections – and the integration or technical provision takes place via the go AVA Application. If the customer wishes to use Third-Party Content, it is deemed to have been provided/supplied by the customer. go AVA is not obliged to review Customer Content, Third-Party Content or the content created with the help of the go AVA Applications for accuracy or completeness. Accordingly, the parties agree that go AVA expressly does not owe or guarantee the accuracy and completeness of the content created with the help of the go AVA Applications. go AVA is also not obliged to make transparent any uncertainties regarding the accuracy or completeness of the Customer Content, Third-Party Content or the content created with the help of the go AVA Applications in the respective individual case. The parties may, however, separately agree that go AVA supports the customer in reviewing the content created with the help of the go AVA Applications and/or remedying identified errors on the basis of the provisions set out in section 7.
3.3 The customer is, irrespective of the provisions in section 3.2, also obliged to examine and evaluate, on its own responsibility, the suitability of all content created with the help of the go AVA Applications for its specific operational, organizational, employment-related or regulatory requirements as well as the professional accuracy, completeness, timeliness and legal admissibility, and to decide whether the results are to be adopted or used. Without express separate agreement, go AVA does not guarantee that the content created with the help of the go AVA Applications and the use of this content in individual cases fully satisfies the customer's statutory or internal requirements (such as training, instruction, evidence or documentation obligations). The obligation to examine the content created with the help of the go AVA Applications applies in particular against the background that go AVA creates the go AVA Applications in agreement with the customer in a fully automated manner using artificial intelligence, which due to its technical nature carries the risk that the results generated by it may not be correct. For this reason as well, all content created with the help of the go AVA Applications must be carefully reviewed for accuracy and completeness by suitable personnel of the customer in each individual case before use ("human-in-the-loop principle").
3.4 The content created by the customer with the help of the go AVA Applications is made available for inspection to the customer via the user account of the respective commissioning user (author/creator) after completion. If the content created with the help of the go AVA Applications is provided in a form that cannot be modified by the user, the author/creator – subject to a different agreement of the parties – has five (5) business days from the time the final content created with the help of the go AVA Applications is made available to release it or to request a revision from go AVA. If no request for revision is made within this period, the content created with the help of the go AVA Applications shall be deemed to be in conformity with the contract.
3.5 The customer is entitled to assign one or more roles within the go AVA Applications to the employees and other designated natural persons authorized by it to use the go AVA Applications ("Authorized Users") and to change or revoke these assignments at any time. The rights and functions available to Authorized Users depend on the role assigned to them and the contractually agreed scope of services. Authorized Users can generally be assigned the roles of participant, author/creator and administrator:
- Participants can, within the scope of the functionalities provided, view courses, enroll in unlocked or assigned courses and track their course status, in particular ongoing and completed courses, via the go AVA Applications.
- Authors/Creators can, within the scope of the functionalities provided, create content with the help of the go AVA Applications, provide materials for the creation of any content, as well as edit the content created with the help of the go AVA Applications, e.g. structure trainings/dialogues/other content or define framework parameters for these. Authors/Creators are furthermore responsible for reviewing the content created with the help of the go AVA Applications.
- Administrators can, within the scope of the functionalities provided, manage Authorized Users, assign roles to them, and change or revoke these assignments. They can furthermore enable participants, book and manage Subscription Models and decide on the assignment and use of booked quotas and credits.
3.6 The specific scope of services, the scope of included quotas (such as numbers of participants, course minutes, credits and number of authors/creators), the number of usable functions and other subscription-model-related conditions are determined additionally by the Subscription Terms, the description of the services in the ordering process and any separately agreed conditions.
3.7 go AVA's sphere of responsibility ends at the IP router exit of the internet connection of the data center in which the server provided by go AVA or the external data center service provider commissioned by go AVA is located; this is the handover point of the service provided by go AVA in connection with the go AVA Applications.
3.8 Compliance with the system requirements necessary for the use of the go AVA Applications falls within the customer's area of responsibility. The technical prerequisites for the use of the go AVA Applications are a working internet connection with an up-to-date standard browser in conjunction with an up-to-date device with a microphone as well as image and audio output. The customer must furthermore ensure that the use of the go AVA Applications is not impaired or prevented by its internal security precautions or system settings, in particular firewalls, deactivated cookies or comparable restrictions. Insofar as go AVA provides interfaces to third-party systems within the scope of the go AVA Applications, go AVA is not obliged to adapt these to any changes of such third-party systems. In such a case, however, go AVA will endeavor to establish corresponding functionality. For the avoidance of doubt, the provision of an interface in particular does not give rise to any warranty by go AVA that the respective third-party system works free of errors or is suitable for achieving the purposes pursued by the customer.
3.9 In the course of further development, go AVA may change the technical requirements for access to the go AVA Applications, the participant area, the author/creator area, the administrator area or to individual functions and components, and may also restrict functionalities, if and to the extent that this is necessary for a valid reason that was not foreseeable at the time of conclusion of the contract and the ratio of performance and consideration is not shifted to the detriment of the customer, so that the change is reasonable for the customer. An adjustment is permissible in particular if it is necessary to adapt the go AVA Applications to the state of the art, developments in the field of IT security, developments in legal and/or regulatory requirements, in particular in the areas of data protection and telecommunications, and market developments. The latter includes in particular changed usage behavior and user expectations of comparable solutions. Material changes shall be announced to the customer in advance.
4. Maintenance and support
4.1 Unless otherwise agreed between the parties, go AVA provides the go AVA Applications with an availability of 97 % monthly average (calculated on a 24/7 basis). The following shall not be considered downtime within the meaning of unavailability: (i) scheduled maintenance work carried out outside the support hours listed in section 4.3 and not exceeding a total of ten (10) hours per month, (ii) outages occurring due to circumstances beyond the control of go AVA or its subcontractors, including circumstances of force majeure or disruptions at telecommunications providers. go AVA takes the legitimate interests of the customer into account when carrying out maintenance work, in particular by preferentially performing scheduled maintenance work at typically low-usage times and/or by providing timely advance information in the case of longer downtimes or major impacts. In particular for critical and/or security-relevant changes, go AVA reserves the right to implement bug fixes, patches, updates, etc. also at short notice and/or without prior notification.
4.2 go AVA maintains the go AVA Applications in a condition suitable for contractual use during the term of the respective Service Agreement and provides the customer with available bug fixes, patches, updates and other error corrections, insofar as these are not expressly offered as a separately remunerated additional service or as part of a Subscription Model not booked by the customer. go AVA may carry out scheduled maintenance as well as security- or stability-related measures to the extent necessary.
4.3 In the event of technical disruptions, error messages or other problems when using the go AVA Applications, go AVA provides the customer with support in German and English. There is no entitlement to support in general or to support via a particular communication channel, unless the parties have expressly agreed otherwise – e.g. as part of a booked Subscription Model. Support may, depending on the booked Subscription Model, be provided automatically and/or by employees of go AVA. Insofar as non-automated support is owed, this is provided Mondays to Fridays, excluding nationwide public holidays and public holidays in North Rhine-Westphalia, from 09:00 to 17:00 CET ("Support Hours"). go AVA will process support requests within the Support Hours with technically and economically reasonable effort in order to provide a solution as promptly as possible.
4.4 The customer shall notify go AVA immediately of any identified disruptions of the go AVA Applications and provide all available information that enables go AVA, within its contractual obligations, to process and remedy the disruption. This includes in particular a description of the disruption that is as accurate as possible and in a reproducible form. Insofar as reasonable, the customer will support go AVA in error analysis and disruption remediation to an appropriate extent.
4.5 For the processing of disruption reports that can be carried out remotely, the following priorities and response times apply:
- Priority 1: Critical disruption (i.e. the go AVA Applications or central functionalities of the go AVA Applications are unavailable or only available with such restrictions that use is impossible or unhelpful, and there is no workaround to remedy the substantial impacts): 10 hours.
- Priority 2: Significant disruption (i.e. individual functionalities of the go AVA Applications are unavailable or only available with restrictions, but the problem has only moderate impact on the operability of the go AVA Applications, or a workaround is available that remedies the substantial impacts): 20 hours.
- Priority 3: Minor disruption (i.e. individual functionalities of the go AVA Applications are unavailable or only available with restrictions, but the problem has little or no impact on the usability of the go AVA Applications): 80 hours.
4.6 The response times run exclusively within the Support Hours listed in section 4.3. The response time begins to run as soon as the customer has properly submitted a disruption report via the agreed communication channels and ends with receipt of the report and the start of processing of the disruption by go AVA. Classification into the aforementioned categories is made by go AVA within the response time specified for the respective category and after receipt of the disruption report via the defined communication channels. Remediation of disruptions may take place by providing an appropriate and reasonable workaround.
5. Access to the go AVA Applications
5.1 Access to the go AVA Applications is password-protected and may also be secured by additional technical measures. The customer must keep passwords and access data secret and securely stored. The customer must also carefully secure all hardware required for access. The customer is furthermore obliged to inform go AVA immediately if there are indications that access to the go AVA Applications has been misused by third parties. go AVA will not pass on the password to third parties and will never ask the customer for the password by email or telephone. The customer is liable for all activities carried out using its access credentials or the user accounts it has created, unless the customer is not responsible for the misuse.
5.2 Activities aimed at endangering the system security/integrity of the go AVA Applications, rendering the go AVA Applications unusable or impeding their use are prohibited. The customer may not take any measures that may result in an unreasonable or excessive burden on the infrastructure of the go AVA Applications or that conflict with intended use.
5.3 go AVA may temporarily block access or individual access credentials to the go AVA Applications if there are concrete indications that the customer is violating statutory provisions or contractual provisions in the use of the go AVA Applications and this may also have negative consequences for go AVA or triggers obligations to act for go AVA. However, unless there is imminent danger, blocking will only be carried out after a reasonable remedy period has been set for the customer and the blocking has been announced after expiration of this period. When deciding on a block, go AVA will take into account the legitimate interests of the customer, in particular whether there are indications that the customer is not at fault for the violation. go AVA will lift the block immediately as soon as the violation has been ended. A block under this section 5.3 is also permissible if the customer is in default of due payments and the outstanding amount corresponds to at least one month's fee or a corresponding pro-rated monthly amount in total. Otherwise, the requirements and legal consequences regulated in section 5.3 apply accordingly.
6. Customer Data
6.1 The customer ensures that the processing by go AVA of the data and information transmitted to go AVA by the customer or on its behalf when using the go AVA Applications, as well as all entries made by Authorized Users (together "Customer Data"), is permissible and does not violate statutory provisions or rights of third parties. Where necessary, the customer will obtain the required consents of data subjects and/or authorized persons before the start of the transmission and data processing. Furthermore, the customer warrants that Customer Data provided by it does not contain any components which have, at least in part, the purpose of endangering or impairing the availability, confidentiality or integrity of the contractual services, the go AVA Applications or other data stored by go AVA (e.g. viruses, worms, Trojans).
6.2 go AVA is obliged to take state-of-the-art and/or market-standard precautions to prevent unauthorized access by third parties to Customer Data. For this purpose, go AVA will use market-standard and/or state-of-the-art virus scanners and install firewalls.
6.3 The customer will provide go AVA exclusively with copies of Customer Data and ensure that originals and sufficient backup copies of Customer Data are available at all times with the customer or a third party. go AVA is not obliged to back up Customer Data or to create or maintain backup copies thereof. Accordingly, go AVA shall not be liable for the loss of Customer Data insofar as such loss is due to the customer's failure, contrary to sentence 1, to provide copies of Customer Data or to create and maintain sufficient backup copies.
6.4 Subject to the provision of corresponding export functionalities by go AVA, the customer must also ensure the regular separate backup of the data stored by go AVA for the customer. Insofar as the customer breaches this obligation, go AVA shall not be liable for any resulting consequences, in particular not for the recovery of lost or damaged data.
6.5 The customer grants go AVA the right to aggregate and/or anonymize Customer Data as well as results that are generated, stored and/or otherwise processed by go AVA for the customer using the functions of the go AVA Applications (including the technical and organizational data arising and/or processed in connection with the monitoring and analysis of the use of the go AVA Applications (e.g. log files or other metadata)) (together "Usage Data"), and to use them in aggregated/anonymized form to optimize (including training) the go AVA Applications and to further develop existing products and to develop new products. Aggregated/anonymized data shall not be considered Customer Data within the meaning of these GTC.
6.6 go AVA will store Customer Data in the source format or another open standard (e.g. OpenAPI, JSON, XML). The customer may, during the term of a Service Agreement, request the release of individual or all Customer Data from go AVA at any time without giving reasons. In addition, the customer may, with a lead time of two (2) months, request at any time that go AVA support the customer in switching to another provider or insourcing in accordance with the following provisions: go AVA will provide the customer with any interfaces and tools that may be required to enable a switch or insourcing, as well as any other necessary and appropriate support services. go AVA will also provide information insofar as this is required for a switch or insourcing, e.g. on data structures and data formats of Customer Data, as well as on known risks for the uninterrupted provision of functions and services. go AVA also ensures an appropriate level of security in providing the aforementioned services. The parties may furthermore agree that for the purpose of enabling a switch or insourcing, a transition plan shall be drawn up and regularly updated. go AVA generally provides the listed services free of charge and with due care to enable the customer to maintain business continuity. If the provision of the services listed in this section 6.6 produces a non-trivial effort for go AVA, go AVA may make the provision of the services dependent on the payment of appropriate remuneration.
7. Provision of services
7.1 The provisions of this section 7 apply insofar as go AVA, in accordance with the provisions of a Service Agreement, provides services that go beyond the provision of the go AVA Applications, including the services provided pursuant to sections 3 to 5.
7.2 Unless explicitly agreed otherwise in writing between the parties in individual cases, all of these services are rendered on the basis of service contract law. go AVA performs the services in accordance with the principles of proper professional practice, applying the standard of care customary in business.
7.3 go AVA is free in the structuring of the provision of the services (except for data processing) and is not subject to any instructions from the customer, neither with regard to the duration, type nor location of the activities. In particular, the customer does not expect go AVA to be permanently on call.
7.4 If go AVA, despite having accepted an order, is prevented from fulfilling the order on time, go AVA undertakes to inform the customer within a reasonable period.
8. Usage rights
8.1 The customer's right to use the go AVA Applications and the associated documentation is limited to the scope and term that result from the concluded Service Agreement (including these GTC and the Subscription Terms).
8.2 All rights to the go AVA Applications, including software, source and object code, databases, models/algorithms, system design, user interfaces, templates, functions, documentation, backgrounds, avatars as well as other content and protected items provided by go AVA, remain with go AVA or its licensors. Subject to the following usage rights, no rights are transferred to the customer. For the term of the contract, go AVA grants the customer merely a simple, non-exclusive, non-transferable and non-sublicensable right of use to use the go AVA Applications as well as content created by the customer with the help of the go AVA Applications and exportable in accordance with section 8.3 exclusively for internal business purposes and exclusively within the scope of the contractual purpose. Unless otherwise agreed, rights of use to the go AVA Applications are granted as Named User licenses. Named User licenses are person-bound and may generally neither be passed on to third parties nor be used jointly or alternately by several persons. A transfer of a Named User license to another named user is, unless otherwise agreed, only permitted by go AVA in narrowly defined exceptional cases: (i) if the previous user leaves the customer, (ii) permanently changes function or (iii) for other reasons further use by that user permanently ceases. The further prerequisite is that the use by the previous user is fully and permanently terminated and any simultaneous or overlapping use is excluded. By way of derogation, the parties may also expressly agree on Concurrent User licenses. Insofar as Concurrent User licenses are expressly agreed, use is not person-bound; in this case, only the number of users simultaneously accessing the go AVA Applications is limited to the contractually agreed number.
8.3 The customer is only entitled to export content that has been created, edited or otherwise generated using the go AVA Applications if and to the extent that this is expressly provided for in the booked Subscription Model or has been agreed by the parties. go AVA does not owe that exported content can be used or played back in every system of the customer; compliance with the technical prerequisites for the use of the formats supported by go AVA is exclusively the responsibility of the customer. Unless otherwise agreed in text form (e.g. email), exported content may only be used by the customer for internal purposes, i.e. only by and for the customer's own employees.
8.4 Prohibited – unless mandatory law permits otherwise or the parties have explicitly agreed otherwise in writing – are in particular (i) the reproduction, modification, publication, public making-available or any exploitation – beyond section 8.3 – of content provided by go AVA outside the go AVA Applications, (ii) the resale, rental, lease, sublicensing or other transfer of the go AVA Applications or access to the go AVA Applications to third parties, and (iii) reverse engineering, decompilation, disassembly, decryption, mirroring or any other technical analysis of the go AVA Applications or their components. Mandatory statutory rights remain unaffected; insofar as legally permissible, the customer will, before any legally permissible decompilation/analysis, give go AVA the opportunity, with reasonable notice, to provide the necessary information.
8.5 The customer is furthermore not entitled to use content created by go AVA, including go AVA avatars, for the creation of its own media or for training its own or third-party models/tools or for any other purposes other than those underlying the contract, unless go AVA has previously expressly consented to this in writing.
8.6 The rights to Customer Data remain with the customer or the respective rights holders. The customer grants go AVA a simple, non-exclusive right of use, limited to the performance of the contract, to store, host, reproduce, convert, format, structure, edit, transmit, display/reproduce and make Customer Data accessible within the go AVA Applications, insofar as this is necessary for the provision of services. The customer warrants that it has all rights, consents and other authorizations (including copyright, ancillary copyright, trademark and personality rights as well as data protection legal bases) required for the contractual use of the content provided by users and that the Customer Data does not infringe any third-party rights.
9. Customer's obligations
9.1 The customer will support go AVA to a reasonable extent in providing the contractual services. Where necessary, the customer will ensure that Authorized Users likewise act accordingly to the required extent.
9.2 The customer must use the go AVA Applications exclusively within the scope of the purposes assumed in the Service Agreement and the applicable statutory provisions. This includes in particular compliance with copyright, trademark, design, competition, personality, employment, data protection, criminal law and youth protection provisions, as well as other legal, official, regulatory and compliance requirements relevant to the training purposes pursued by the customer.
9.3 The customer alone and is fully responsible for all content uploaded, posted or otherwise made available for use via the go AVA Applications. This applies in particular to its legality, accuracy, completeness, timeliness, suitability for the intended purpose and freedom from third-party rights. The customer ensures that the content it provides does not violate statutory provisions, official orders, third-party rights or contractual obligations.
- The customer may not use the go AVA Applications, avatars or generated or edited content for identity deception, for impermissible deepfake-like uses, or otherwise in a way that misrepresents the nature of the interaction, the identity of a person or the origin of content and statements.
- The customer will support go AVA to a reasonable extent in clarifying security incidents, cases of misuse, legal violations or other disruptions, insofar as these are attributable to its sphere. The customer must immediately report any security vulnerabilities, malfunctions or indications of legal violations of which it is aware.
9.4 If the customer uses any interfaces provided by go AVA to systems or software provided by third parties, the customer ensures that such ("indirect") use of the third-party systems is covered by the licenses acquired for the third-party systems.
9.5 If the customer culpably breaches its obligations under these GTC, in particular in connection with the provision, processing or use of Customer Data, or if Customer Data violates statutory provisions, third-party rights or contractual obligations, the customer shall indemnify go AVA from all third-party claims resulting therefrom. The indemnification also includes the reasonable costs of legal defense. go AVA will inform the customer without undue delay of the assertion of such claims.
10. Confidentiality
10.1 The parties undertake to treat all confidential information that becomes known to them in connection with or during the performance of the Service Agreement as confidential and to use it only for the contractually agreed purposes. The duty of confidentiality does not apply to such employees, staff and external consultants of the respective party and of affiliated companies who are involved in the performance of the contract and who are bound to confidentiality by law or by contract – within the scope of what is legally permissible also for the period after they leave the company – or for which the other party has consented to disclosure.
10.2 Confidential information within the meaning of this section 10 means trade secrets within the meaning of section 2 no. 1 of the German Trade Secrets Act (GeschGehG) and other confidential information of an economic, legal, financial, technical or tax nature relating to the business of a party or an affiliated company of a party and which is designated as such or which by its nature is to be regarded as confidential. However, confidential information does not include information which (i) is or becomes part of the public domain or is or becomes generally accessible (unless this is due to a breach of the Service Agreement); (ii) was already lawfully and without obligation of confidentiality in the possession of the informed party before it received it from the informing party; or (iii) was received from a third party who is entitled to disclose this information without restriction. The existence of any of the above exceptions must be proven by the party invoking it.
10.3 If a party is required by a statutory provision or an official order to make confidential information of the other party within the meaning of the foregoing available to a public authority, it shall be entitled to do so. The scope of disclosure shall be kept as low as possible; the other party shall be informed without delay and, if possible, before the information is released to the public authority.
10.4 After termination of the Service Agreement, each party will, at its own expense, return to or delete for the other party any confidential information of the other party that it has received. A deletion that has taken place must be confirmed to the other party upon corresponding request. This does not apply if and to the extent that the party obliged to return or destroy is legally required to retain the information and does not apply to automatically generated backup copies.
10.5 The duty of confidentiality under this section 10 continues to apply for three years after the end of the respective Service Agreement.
11. Data protection
11.1 The parties each undertake to comply with all applicable data protection laws.
11.2 The processing of personal data by go AVA on behalf of the customer in the course of the provision of services is governed by the separately concluded Data Processing Agreement between the parties.
12. Term of contract
12.1 The term of the contract and the conditions for termination of the Service Agreement are governed by the Subscription Terms.
12.2 Notices of termination and other declarations of termination require at least text form, unless otherwise stipulated in the Service Agreement (including these GTC and the Subscription Terms).
12.3 In the event of termination of the Service Agreement and closure of the go AVA account, go AVA will hand over or delete the Customer Data at the customer's request in accordance with section 6.6. In addition, in the event of termination of the Service Agreement, all materials provided by either party to the other shall be returned. However, this does not apply insofar as (i) the materials are intended to remain with the other party, (ii) return is not necessary because they were merely copies, (iii) statutory retention periods exist, or (iv) they are system-generated backup copies.
13. Liability
13.1 go AVA shall be liable for damages, except in the case of a breach of essential contractual obligations, only if go AVA, its legal representatives, executive employees or other vicarious agents are guilty of intent or gross negligence. In the case of a breach of essential contractual obligations, go AVA shall be liable for any culpable conduct of legal representatives, executive employees or other vicarious agents, whereby the term "essential contractual obligations" means such obligations the fulfillment of which makes the proper performance of the contract possible in the first place, on the observance of which the contractual partner regularly relies and the breach of which jeopardizes the achievement of the contractual purpose.
13.2 Except in cases of intent or gross negligence on the part of go AVA, its legal representatives, executive employees or other vicarious agents, the liability of go AVA is limited in amount to the damages typically foreseeable at the time of conclusion of the contract.
13.3 It is agreed that the liability of go AVA for all damages caused within a contract year in the cases of this section 13.2 amounts to at most an amount equal to 100 % of the remuneration paid by the customer to go AVA in the respective contract year.
13.4 Any further liability of go AVA is excluded. Insofar as the liability of go AVA is excluded or limited, this also applies to the personal liability of the legal representatives, executive employees or other vicarious agents of go AVA.
13.5 The aforementioned exclusions of liability do not apply in the case of express guarantees assumed by go AVA and for damages arising from injury to life, body or health, nor in the case of mandatory statutory provisions.
13.6 Insofar as go AVA provides free services to the customer (e.g. as part of a Free Trial), go AVA shall, by way of derogation from the foregoing provisions, be liable only in the case of intent and gross negligence, express guarantees and damages arising from injury to life, body or health, as well as in the case of mandatory statutory provisions (e.g. under the Product Liability Act). Any further claims of the customer for damages and reimbursement of expenses are excluded.
14. Reference
14.1 go AVA is entitled to name the customer in connection with the service offering of go AVA (using the customer's logo) as a reference partner in a market-standard and appropriate manner.
14.2 Further forms of advertising (e.g. success stories) require the customer's prior approval.
15. Applicable law and place of jurisdiction
15.1 German law shall apply exclusively. The provisions of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) are excluded.
15.2 The exclusive place of jurisdiction for all disputes in connection with any Service Agreement is Cologne.
16. Amendments
16.1 go AVA may notify the customer of amendments to these GTC, the Subscription Terms or other components of the Service Agreement at any time in text form (e.g. by email) with a notice period of at least four (4) weeks before the intended entry into force. The amendments proposed by go AVA shall only become effective if the customer consents to them in accordance with the following provisions.
16.2 If the amendment is a material amendment, go AVA will request the customer's express consent. A material amendment exists in particular if the nature or general scope of the agreed services or the termination rules would be changed in favor of go AVA in such a way that the previously agreed ratio of performance and consideration would shift significantly to the detriment of the customer, or if the amendment would be economically equivalent to the conclusion of a new contract. No material amendment exists insofar as the amendment is based on a change in the legal situation, a legally binding court decision or a preliminary injunction.
16.3 If the amendment is not a material amendment, the customer's consent shall be deemed to have been given if the customer does not reject the amendment in text form to go AVA before the intended date of its entry into force. go AVA will draw the customer's attention separately in the notice of the proposed amendment to the right to reject, the applicable deadline and the consequences of failure to object.
17. Final provisions
17.1 go AVA is entitled to use affiliated companies as well as other third parties to perform the contractual services.
17.2 go AVA is released from its obligation to perform in cases of force majeure. Force majeure is deemed to include all unforeseen events whose effects on the performance of the contract are not the responsibility of either party. These events include in particular lawful industrial action, also in third-party companies, official measures, failure of communication networks and gateways of other operators, as well as disruptions in the area of line providers.
17.3 There are no verbal collateral agreements. Amendments and supplements require written form. The same applies to a waiver of this written form requirement or to its cancellation. Section 305b BGB (precedence of individual agreements) remains unaffected.
17.4 All declarations and other notices in connection with a Service Agreement require text form to be effective, unless otherwise regulated in the Service Agreement.
17.5 The invalidity or unenforceability of one or more provisions of the Service Agreement (including these GTC and the Subscription Terms) does not affect the validity of the remaining provisions. The same applies if the Service Agreement does not contain a regulation that is in itself necessary. The invalid or unenforceable provision or the provision filling the regulatory gap shall be replaced by the legally permissible and enforceable provision which comes closest economically to the meaning and purpose of the invalid, unenforceable or missing provision according to the parties' intention.
Essen, 19 May 2026