General Terms of Use

1. General and Scope

(1) Sleak GmbH, Rosental 7, 80331 Munich (“Sleak”), is the provider of the AI-powered employee development platform Sleak (the “Platform”). The Platform enables customers of any size to create AI-powered training formats for developing their employees’ knowledge and skills and, optionally, for assessing third parties.

(2) These General Terms of Use (the "Terms") apply to all order forms, online orders, pilot agreements and other agreements that refer to these Terms. The contracting entity named in the applicable order form is the "Customer".

(3) Sleak’s offering is directed exclusively at business customers and not at consumers. Upon entering into this contract, the Customer represents that it acts as an entrepreneur (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB) or a legal entity or a special fund under public law. Entering into a contract with, or use of the Platform by, consumers within the meaning of Section 13 of the German Civil Code (BGB) is excluded.

(4) General terms and conditions of the Customer are explicitly excluded and shall not apply, unless Sleak has expressly agreed to their application in writing.

2. Subject Matter of the Contract and Basic Functionalities of the Platform

(1) The Platform enables the creation and management of AI-powered training formats through which users can be instructed and trained in a targeted, practical manner via voice-based, AI-powered interactions. The specific scope of the Platform’s features is determined by the services booked by the Customer in the order form, the Customer’s individual workspace configuration, and the service description applicable at the time the agreement is concluded, available at https://docs.sleak.ai.

(2) Sleak provides the Platform to the Customer as technical infrastructure. Unless otherwise agreed, the Customer’s data is stored on servers located in the European Union. The point of delivery for the Services is the access point of the data center used by Sleak. The Customer is solely responsible for establishing and maintaining the technical requirements for accessing the Platform, including, in particular, a functioning internet connection, up-to-date web browsers, devices with microphone functionality, and the necessary IT approvals.

(3) Sleak is entitled to further develop the Platform and to modify, adapt, expand or discontinue functions, integrations, interfaces, AI Models and other features of the Platform, provided that the functional scope of the Platform agreed under paragraph 1 is not unreasonably impaired in aggregate when considering the changes in their entirety. Sleak is only obliged to make changes to the extent such changes are necessary to maintain the security or functionality of the Platform.

3. Registration and User Account

(1) Use of the Platform requires that a workspace is set up for the Customer and that the Users are registered in that workspace.

(2) The Customer is responsible for ensuring that the data provided in connection with the setup of the workspace and the administration of the customer account is accurate, complete and up to date. The Customer shall promptly update such data in the event of any changes, in particular to company, contact and billing details.

(3) The Customer may only permit access to the Platform to Users authorized by the Customer and for which the Customer has acquired the right to use the Platform. Access credentials may not be shared between different Users. The Customer is responsible for all acts and omissions of its Users in connection with their use of the Platform.

(4) The Customer and the Users are obliged to keep their access credentials for the Platform confidential and to protect them against access by unauthorized third parties. Users authorized by the Customer within the relevant workspace and acting within the scope of the permissions assigned to them shall not be considered third parties.

4. Free Trial and Pilot Period

(1) The Customer may use the Platform free of charge for a limited period and with limited functionality (the “Trial Period”). Unless otherwise agreed, the Trial Period shall last one week. Upon expiry of the Trial Period, the right to use the Platform shall automatically terminate without requiring notice of termination, unless the Customer enters into an agreement for the paid use of the Platform.

(2) If the parties agree on a paid pilot period (the “Pilot Period”), the Customer shall be entitled to use the Platform for the agreed duration and to the agreed extent. Upon expiry of the Pilot Period, the right to use the Platform shall automatically terminate without requiring notice of termination, unless the Customer enters into an agreement for the paid use of the Platform. The right to extraordinary termination for cause remains unaffected.

5. Conclusion of Contract

The presentation of the Platform on our website does not constitute a binding offer. The contract is concluded (i) in the case of an order placed by the Customer via our website, upon provision of the workspace by Sleak, and (ii) in the case of an offer or order form issued by Sleak, upon acceptance by the Customer.

6. Rights of Use to the Platform

(1) Sleak grants the Customer a non-exclusive and non-transferable right to use the Platform within the scope agreed in this contract, limited to the term of the contract. The right of use expires automatically upon expiry or termination of this contract.

(2) The Customer may use the Platform only for its own business purposes and only within the agreed scope.

(3) The Customer is not permitted to: (i) distribute, rent, lease, lend, resell, or otherwise make the Platform or access to the Platform available to third parties, (ii) use the Platform to develop own products or services that have the same or substantially the same functionality as the Platform, (iii) activate or use features of the Platform for which no rights of use have been granted, (iv) modify, translate, reproduce, reverse engineer, decompile, or otherwise examine the source code of the Platform, its algorithms, or other program components, except to the extent permitted by mandatory law, (v) remove, circumvent, or otherwise alter technical protection measures, copy protection mechanisms, or access control technologies of the Platform, (vi) conduct penetration tests, scans, or similar assessments of the Platform or its underlying infrastructure without Sleak’s prior consent, unless otherwise agreed between the Parties, (vii) remove, obscure, or alter any proprietary notices or other legal markings of Sleak or third parties.

7. Availability of the Platform

(1) The Platform has an average monthly availability of at least 99 %.

(2) Unavailability shall mean that the Platform is not accessible or its core features cannot be used at all. No unavailability occurs where the Platform is not accessible or its core features are not usable (i) due to circumstances beyond Sleak’s control, in particular force majeure events (e.g., war and war-like conditions, natural disasters, epidemics, pandemics, or failures of infrastructure providers that are themselves caused by force majeure), (ii) due to misuse or non-contractual use by the Customer, or (iii) due to scheduled maintenance in accordance with paragraph 3.

(3) Sleak may temporarily restrict access to the Platform in order to carry out scheduled maintenance. Sleak will give at least 7 days’ prior notice of scheduled maintenance and will carry out such maintenance only on Saturdays and Sundays between 00:00 and 07:00 (CET/CEST). The total duration of scheduled maintenance may not exceed 24 hours per month.

(4) This Section does not apply to the availability of AI Models and Third-Party Tools. Sleak does not warrant any particular availability of AI Models or Third-Party Tools.

8. Bug Fixing and Warranty

(1) Defects of the Platform shall be governed by the statutory provisions, provided that any no-fault liability for initial defects (Section 536a of the German Civil Code (BGB)) is excluded.

(2) A defect exists if the Platform, when used in accordance with the contract, materially deviates from the agreed specifications or the contractually agreed functionalities, and the cause of such deviation lies within Sleak’s area of responsibility (“Error”). The Customer shall notify Sleak of any Errors without undue delay via the designated support channels and shall provide all information necessary for the analysis and reproduction of the Error.

(3) Sleak will address reported Errors within a reasonable period of time and shall, at its discretion, remedy Errors by means of rectification, updates, provision of a workaround, or an alternative solution. Prioritization shall be based on the severity and impact of the Error, taking into account Sleak’s entire customer base. In the case of critical Errors, Sleak will generally provide a qualified response regarding the likely causes of the Error and the measures taken or to be taken to resolve it within one business day after proper notification of the Error.

(4) If remediation of Errors fails or is unreasonable for the Customer, the Customer has the right to reduce the remuneration by an appropriate amount. The Customer is not entitled to effect a reduction by unilaterally deducting amounts from current or future payments. Upon request, Sleak will credit any overpaid amount against the next payment due or, where this is not possible, reimburse it.

(5) Any further claims shall be subject to the limitations and conditions set forth in the liability provisions of this contract.

9. Customer Content

(1) The Customer grants Sleak a non-exclusive right, limited in time to the duration for which the Platform is provided and transferable solely to Sleak’s processors, to use content entered, uploaded, otherwise provided, or processed through the Platform by users, including, in particular, prompts, outputs, and files of any kind, including audio, video, image, and text files (collectively, “Customer Content”), to the extent required to provide the contractually owed Services. This includes, in particular, the right to store, reproduce, modify, transmit, and disclose Customer Content to AI models selected by users and to other sub-processors. This also applies to content created or modified through use of the Platform. Sleak does not acquire any rights in the Customer Content beyond the rights set out above.

(2) Sleak does not use Customer Content to develop, train or improve AI Models. Sleak engages providers of AI Models within the Platform only on the basis of contractual agreements under which such providers are also prohibited from using Customer Content to develop, train or improve their AI Models.

(3) The Customer may only store or process Customer Content on the Platform (i) for the use of which the Customer has the rights and authorizations to the extent necessary for the performance of the contract, (ii) that does not violate applicable law and does not infringe any third-party rights (in particular trademark rights, copyrights and other intellectual property rights, as well as personality rights), and (iii) that does not contain any unlawful, racist, violence-glorifying, discriminatory or pornographic content.

(4) The Customer shall indemnify Sleak against third-party claims (including reasonable costs of legal defense) arising from the Customer not having the rights or authorizations to use the Customer Content as required for the performance of the contract or from the Customer Content otherwise violating this Section. This shall not apply to the extent Sleak is itself responsible for the claim.

(5) Sleak is entitled to delete Customer Content that does not comply with the conditions of this Section if the Customer does not delete such Customer Content within a reasonable period of time despite a request from Sleak.

(6) The Customer shall be responsible for independently creating backup copies of the Customer Content.

(7) Sleak is entitled to collect anonymized telemetry data and aggregated usage statistics in connection with the use of the Platform and to analyze such data for the purpose of ensuring and improving Platform operations, troubleshooting, and internal statistical analysis. Sleak ensures that such data does not contain Customer Content or any other personal data of the Customer or its Users.

(8) If the Customer or a User provides Sleak with ideas, suggestions or other feedback relating to the Platform (“Feedback”), the Customer grants Sleak the comprehensive, irrevocable, perpetual and worldwide right to use such Feedback, in particular for the further development of the Platform.

10. Usage of AI Models and Usage Limits

(1) The order form specifies the purchased Services, licence types, and usage limits.

(2) If usage limits are reached or exceeded, Sleak may reasonably throttle usage, restrict specific features or block further usage until the next allocation or until additional usage units are purchased. No automatic overage fees apply unless the order form expressly provides otherwise.

(3) Output generated by AI Models may be incomplete, inaccurate or misleading. Sleak does not warrant the accuracy, completeness, up-to-dateness, or fitness for purpose of the Outputs. The Customer should independently verify the fitness of any Output for the intended purpose before using it.

11. Usage Restrictions

(1) The Customer is prohibited from using the Platform (i) in violation of applicable law or third-party rights, (ii) for the unlawful collection or processing of data, or (iii) in an abusive manner, in particular to interfere with the integrity or availability of the Platform or to circumvent security mechanisms (e.g., by using bots, scripts or automated means to create accounts).

(2) The Customer may not use the Platform for applications or purposes that (i) are prohibited systems pursuant to Regulation (EU) 2024/1689 (AI Act), (ii) concern the operation, control or monitoring of safety-relevant components of critical infrastructure, or (iii) may, in the event of malfunction, result in significant harm to the health or death of persons.

(3) The Customer shall indemnify Sleak against third-party claims (including reasonable costs of legal defense) arising from the Customer’s use of the Platform in breach of this Section. This shall not apply to the extent Sleak is itself responsible for the claim.

12. Remuneration and Payment Terms

(1) Fees consist of a fixed license fee which depends on the number of Users, the selected contract term, and the chosen product, as well as a usage-based fee.

(2) The agreed fee is due at the beginning of the respective billing period. Invoices are payable within 14 days of the invoice date.

(3) If the Customer’s actual number of Users exceeds the contractually agreed number of Users, the additional fees for the excess Users will be charged on a pro rata basis for the current billing period, taking into account the applicable volume pricing tiers and any Customer discounts. The same applies to additional products, usage volumes, or features booked by the Customer during the billing period.

(4) If the contract renews automatically, the then-current list price for new customers shall apply for the renewal term, provided that any discounts agreed with the Customer shall continue to apply. Sleak will notify the Customer of any price changes by email at least 30 days before the end of the applicable notice period for termination. New features or additional services shall only become part of the contract if they are made available to new customers within the subscribed plan at no additional charge, or if separately agreed between the parties.

(5) All amounts are stated in EUR and without tax.

(6) Unless otherwise agreed, invoices shall be issued to the Customer in electronic form (e.g., by email).

(7) The Customer may only set off claims that are undisputed or have been finally and bindingly established by a court.

13. Liability and Damages

(1) Sleak’s liability (i) for wilful misconduct and gross negligence, (ii) for damages arising from injury to life, body, or health, (iii) where Sleak has assumed a guarantee, and (iv) where a limitation of liability is excluded by mandatory law, is unlimited in accordance with applicable law.

(2) In all other cases, Sleak shall only be liable for breach of a material contractual obligation on which the Customer is regularly entitled to rely (cardinal obligation), and in such cases only up to the amount of the foreseeable, contract-typical loss, but not exceeding in aggregate the fees paid by the Customer to Sleak in the twelve months preceding the event giving rise to the claim. Any further liability of Sleak is excluded.

(3) These limitations of liability apply equally to the employees, directors, legal representatives, and vicarious agents of Sleak.

(4) The Customer’s claims against Sleak become time-barred after one year, except for the claims set out in paragraph 1.

(5) Sleak shall not be liable for output generated by third-party AI Models. To the extent Sleak has claims against the relevant provider of the AI Model in respect of damages incurred by the Customer, Sleak shall, upon the Customer’s request, assign such claims to the Customer, provided that the provider’s contractual terms permit such assignment.

14. Suspending Access to the Platform

Sleak may suspend the Customer’s access to the Platform temporarily or permanently, if there are concrete indications of a breach of this contract or applicable law, or if there is another legitimate interest in the suspension (e.g., payment default, security risks, regulatory order). Sleak will notify the Customer of the suspension and its reason without undue delay by email. The suspension will be lifted once the reason for it ceases to exist.

15. Term, Termination and Renewal

(1) The Customer is permitted to use the Platform for the agreed contract term. The contract renews automatically (i) in the case of a monthly contract, for successive periods of one month, unless either party gives notice of termination at least 7 days before the end of the then-current term, and (ii) in the case of a contract with a term of one year or more, for successive periods of 12 months, unless either party gives notice of termination at least 14 days before the end of the then-current term. Upon renewal, the then-current list price for new customers shall apply for the renewal term, provided that any discounts agreed with the Customer shall continue to apply. Sleak will notify the Customer of any price changes by email at least 30 days before the end of the applicable notice period for termination.

(2) The right of either party to terminate for cause remains unaffected. Cause for termination by Sleak exists, in particular, if the Customer (i) is in default with a payment and fails to cure such default within 30 days of written notice, (ii) repeatedly or persistently breaches material obligations under this contract despite having been requested to cease such breach, (iii) becomes insolvent or over-indebted, or (iv) if an application for the opening of insolvency proceedings over Customer’s assets is filed or such opening is refused for lack of assets.

(3) Notices of termination must be given in text form (e.g. by post or email) or via the function provided within the Platform.

(4) Upon expiry of the contract, Customer’s right to use the Platform ceases.

16. Data Protection

Sleak processes personal data on behalf of the Customer as a data processor within the meaning of Art. 28 GDPR. Upon conclusion of this contract, the Data Processing Agreement available at https://sleak.ai/dpa is automatically concluded between the parties and hereby incorporated into the contract.

17. Confidentiality

(1) The parties undertake to treat all information of the other party (or an affiliated company within the meaning of Section 15 of the German Stock Corporation Act (AktG)) that is not generally known or that is, by its nature or circumstances, to be regarded as confidential, regardless of form, in particular Customer Content (including information and documents entered by Users on the Platform), trade secrets, know-how, products and code (“Confidential Information”), with strict confidence, to protect it against unauthorised access with reasonable care, to use it solely within the scope of this contract, and not to disclose or transfer it to third parties without prior consent.

(2) The confidentiality obligation shall not apply to information (i) that was known or generally accessible to the public or to the other party prior to its disclosure, or that becomes generally accessible without any breach of a confidentiality obligation, (ii) that is disclosed to a party by a third party without breach of any confidentiality obligation, or (iii) the disclosure of which is required by law or ordered by a competent court, provided that the disclosing party shall reduce the scope of disclosure to the minimum necessary and shall notify the other party thereof to the extent permitted by law.

(3) The receiving party shall, upon request by the disclosing party, return or destroy Confidential Information, unless statutory retention obligations apply.

(4) The confidentiality obligations pursuant to this Section shall continue to apply after the termination of this contract.

18. Changes to the Terms of Use

(1) Sleak reserves the right to amend this contract where there is a legitimate reason to do so in order to adapt the terms to changed technical or legal conditions, including changes to the terms governing the use of AI Models and Third-Party Tools, or to technical changes to the Platform. Sleak will give due consideration to the legitimate interests of the Customer in doing so.

(2) Sleak will notify the Customer of any intended amendments by email at least four weeks before they take effect. If the Customer does not object within four weeks of receipt of the notification, the amendments shall be deemed accepted with effect for the future. If the Customer objects to the amendments, Sleak shall be entitled to terminate the contractual relationship with two weeks’ notice. Sleak will notify the Customer of the effect of silence and the right to object in the amendment notification. Amendments to core contractual obligations, in particular any amendments to the fees, are excluded from this right to amend during the contract term and require the Customer’s express consent.

19. Final Provisions

(1) The agreements concluded between the parties, including this contract, are governed by and construed in accordance with the law of the Federal Republic of Germany, to the exclusion of the UN Sales Law (CISG) and private international law.

(2) The exclusive place of jurisdiction shall be Munich, Germany. Sleak shall, however, be entitled to bring claims against the Customer at its general place of jurisdiction.

(3) In the event of any conflict between the components of this agreement, the terms of the Order Form and any product-specific supplemental terms shall take precedence over these General Terms of Use.

(4) Should individual provisions of this agreement be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The Parties shall replace the invalid provision with a legally permissible provision that comes closest to the purpose of the invalid provision.

(5) The Customer may not use the Platform in violation of applicable export control or sanctions laws of Germany, the EU, the United States or other applicable jurisdictions.

(6) The German version is legally binding. The English version is provided for convenience only.