Terms and Conditions

These General Terms and Conditions (hereinafter the “GTC”) apply to all agreements concerning the use of the Nudgence software-as-a-service platform (hereinafter “Nudgence,” “nudgence,” “nudgence.ai” or the “Platform”) between nudgence.ai Dr. Ralph-Peter Rembor, Hochstadter Str. 4, 76877 Offenbach, Germany (hereinafter the “Provider”) and companies within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), as well as local authorities and institutions under public law (hereinafter the “Customer”).

Consumers within the meaning of Section 13 BGB are excluded from using the Platform. By entering into the agreement, the Customer confirms that it acts exclusively in the course of its commercial or independent professional activities.

Any deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the agreement unless the Provider expressly agrees to their applicability in writing.

The presentation of Nudgence on the website does not constitute a binding offer but merely an invitation to the Customer to submit an offer.

The agreement shall be concluded upon completion of the registration or ordering process and confirmation or invoicing by the Provider.

The representative placing the order on behalf of the Customer warrants that they are duly authorized to legally represent the Customer. The Provider is not obliged to verify such authority. As between the Customer and the representative, the ordering representative or the represented entity shall be responsible for the accuracy of this representation.

Nudgence is an AI-supported software-as-a-service application (SaaS) designed to embed corporate strategies, training content and transformation-related impulses into the users’ daily working environment.

The Platform supports users through behavioral nudges delivered via various channels, including email, as well as through an AI-supported coaching dialogue that makes relevant documents, strategies and frameworks provided by the Customer accessible within the dialogue.

The Platform uses artificial intelligence systems to generate and provide coaching and informational content. Such content may be incomplete, inaccurate or unsuitable in a particular context.

The AI Coach does not replace human management, personnel decisions, legal advice, medical advice or any other professional advice. Decisions concerning employees and other business decisions remain solely with the Customer and/or the persons responsible for such decisions.

Nudgence grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Platform for the duration of the contractual relationship, limited in scope, purpose and content to the contractual purpose.

The scope of the rights of use shall be determined by the applicable service description and the selected plan, whether a trial phase or a paid upgrade pursuant to Section 6 et seq. of these GTC.

The Customer may not grant access to the Platform to third parties in any form without the Provider’s prior written consent.

The Provider shall be entitled to technically develop and modify the Platform within the scope of the contractually agreed services, provided that the core functionality of the Platform is not materially restricted as a result.

New Customers receive a free trial period of four weeks upon registration for one team with up to three members. No fees will be charged during the trial period.

After expiry of the trial period, access to the Platform will automatically be restricted or suspended unless the Customer actively upgrades to a paid plan.

No fees will be incurred automatically without an affirmative action by the Customer.

The prices applicable at the time of the order, as displayed during the payment process or published on https://www.nudgence.ai/, shall apply, plus statutory VAT where applicable.

Payment processing is carried out via the payment service provider Stripe.

By ordering a paid upgrade, the Customer authorizes the Provider to collect or charge the agreed amounts via Stripe on a monthly or annual basis, depending on the selected billing interval.

In the event of late payment, the Provider shall be entitled, following prior notice and granting a reasonable period for payment, to restrict or suspend access to the Platform until the outstanding amount has been paid.

Paid agreements shall be concluded for an indefinite period with a minimum term of one month and shall automatically renew for successive periods of one month unless terminated with a notice period of 14 days prior to the end of the respective term.

Termination may be effected in text form, including by email, or via a corresponding function within the Platform.

The right of either party to terminate the agreement for good cause without notice shall remain unaffected.

The Customer shall keep its access credentials confidential and shall notify the Provider without undue delay of any misuse.

The Customer is responsible for the lawfulness of the data processed by it through the Platform, in particular personal data relating to its employees, and shall ensure that an adequate legal basis exists for such processing.

No specific availability level is guaranteed unless expressly agreed in a separate Service Level Agreement (SLA).

The Provider targets an annual technical availability of 96%, excluding scheduled maintenance windows and circumstances beyond the Provider’s reasonable control.

A claim to a specific minimum availability shall only exist if expressly agreed separately.

The Provider shall be liable without limitation for intent and gross negligence as well as under the German Product Liability Act (Produkthaftungsgesetz).

In the event of a slightly negligent breach of a material contractual obligation (Kardinalpflicht), liability shall be limited to the foreseeable damage typical for the contract.

In all other cases, liability for slight negligence shall be excluded.

The Provider’s liability shall, to the extent legally permissible, be limited in amount to the remuneration actually paid by the Customer under the respective agreement during the twelve months preceding the event giving rise to the claim.

The Customer is the controller within the meaning of Article 4(7) of the General Data Protection Regulation (GDPR) with respect to personal data entered into Nudgence by the Customer and processed through the Platform.

The processing of personal data shall be governed by the Provider’s Privacy Policy and, where the Customer processes personal data of third parties, such as employees, through the Platform, by a separate Data Processing Agreement (DPA) pursuant to Article 28 GDPR.

Nudgence processes such personal data as a processor within the meaning of Article 4(8) GDPR.

The Provider shall be entitled to amend these GTC with effect for the future where such amendments are necessary to reflect changes in legal or technical requirements and are reasonable for the Customer.

The Customer shall be informed of any amendments at least four weeks before they take effect. Unless the Customer objects within two weeks of receiving the notification, the amendments shall be deemed accepted. The notification shall expressly draw the Customer’s attention to its right to object.

Amendments to material contractual obligations or to the agreed remuneration shall require the Customer’s express consent.

The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of jurisdiction shall be Landau/Pfalz, Germany, provided that the Customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB).

Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.