1. Introductory provisions and scope

1.1. These Terms and Conditions ("Terms") govern the rights and obligations between ELEVIA LIMITED, a private company limited by shares incorporated under the laws of Ireland, registered with the Companies Registration Office under number 819393, with its registered office at 77 Camden Street Lower, Dublin, D02 XE80, Ireland ("Provider"), and the customer acting as a business or legal entity ("Customer") in connection with the provision of access to the elevialms.com platform as software-as-a-service.

1.2. These Terms apply exclusively to B2B relationships. If the Provider provides services to consumers, separate consumer terms and a separate consumer regime must be used for such relationships.

1.3. The Terms form an integral part of every contract, order, accepted quotation or other arrangement under which the Provider enables the Customer to use the Elevia platform ("Agreement"). In the event of conflict, the individually agreed provisions of the Agreement prevail.

1.4. The Provider makes the Service available via the internet. The Customer is responsible for its own technical equipment, internet connection and the security of its login credentials.

2. Definitions

2.1. "Service" or "Platform" means the cloud platform elevialms.com provided by the Provider for the creation and management of educational content, testing, recording of results, automation of selected processes and related functionality.

2.2. "User" means an employee, contractor or other person to whom the Customer has created or permitted access to the Service.

2.3. "Customer Content" means any data, documents, images, videos, voice recordings, texts, personal data or other materials uploaded, entered or created by the Customer or its Users within the Service.

2.4. "AI Features" means Service functionality using artificial intelligence models or other automated third-party tools, in particular for generating text, questions, summaries, audio, video, avatars or image content.

2.5. "AI Credits" means the contractually or price-list defined volume of use of AI Features, API calls or other measurable units of consumption, if used by the Provider in a particular package.

2.6. "DPA" means a separate data processing agreement or data processing addendum governing the controller-processor relationship in the processing of personal data within the Service.

3. Conclusion of the Agreement and registration

3.1. The Agreement is concluded when the Provider confirms the Customer's order or accepted quotation, activates the Service for the Customer after successful payment, or when the parties sign a separate agreement, whichever occurs first and corresponds to the selected business model.

3.2. Before sending an order or registration, the Customer must have the opportunity to become familiar with the current Terms, price list, subscription renewal rules and documents referred to by the Terms. The Provider keeps the Agreement or a record of its conclusion in electronic form.

3.3. The Customer must provide true, complete and up-to-date information during registration and throughout the term of the Agreement. The Provider may request supplementation or verification of the Customer's identification details.

3.4. The Customer is responsible for managing access rights, for the activities of its Users and for ensuring that use of the Service by its Users complies with this Agreement.

4. Subject matter of the Service and licence

4.1. For the term of the Agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Service within the scope of the agreed package or order, solely for the Customer's internal business purposes.

4.2. The Service is provided as access to the functionality of a cloud platform. The Customer does not acquire ownership rights to the software, source code, databases, API integrations, artificial intelligence models or the infrastructure of the Provider or third parties.

4.3. Without the Provider's prior written consent, the Customer may not in particular: (a) copy, sell, rent, sublicence or otherwise commercially distribute the Service; (b) circumvent technical or security measures; (c) perform reverse engineering to the extent not permitted by mandatory law; or (d) use the Service for an unlawful, misleading or rights-infringing purpose.

4.4. The Provider may continuously change, update and improve the Service, in particular for reasons of security, performance, legal compliance or development of functionality. The Provider will not, without reasonable cause, remove agreed core functionality in a manner that materially devalues the agreed purpose of the Service.

5. Price, subscription, AI Credits and invoicing

5.1. The Service is provided for a fee according to the current price list, order or individual quotation. Prices are stated exclusive of VAT unless expressly stated otherwise.

5.2. The subscription may be monthly, annual or otherwise agreed. Unless agreed otherwise, the subscription is payable in advance for the relevant billing period.

5.3. If a particular package includes AI Credits, their volume, method of use, limitations and options for purchasing additional credits are determined by the price list or order. After the included volume is exhausted, the Provider may restrict, suspend or charge for AI Features as overage according to the current price list.

5.4. The Provider may change the price list, in particular due to changes in input costs, scope of functionality, inflation, changes in third-party prices or changes in the business model. A price change does not affect an already paid period; for the next period it applies after at least 30 days' notice. If the Customer does not agree with the change, it may terminate the Agreement at the end of the current period.

5.5. Invoices may be issued and delivered electronically. In the event of late payment, the Provider may suspend access to the Service, charge default interest to the extent permitted by applicable law and recover the debt.

5.6. If automatic subscription renewal is agreed, the subscription renews at the end of the agreed period for a further period of the same length, unless the Customer cancels it no later than one business day before the end of the current period, unless the order or price list provides a different deadline.

6. Support, availability and changes to the Service

6.1. The Provider will use reasonable professional care to keep the Service available and functional to an extent appropriate to its nature and the agreed support level. If the parties have agreed an SLA, the SLA prevails over the general provisions of this article.

6.2. The Provider does not guarantee uninterrupted or error-free operation of the Service. Planned outages, updates, security interventions or limitations caused by third parties, networks or circumstances beyond the Provider's reasonable control may occur.

6.3. The Customer must report defects or incidents without undue delay after discovering them and provide reasonable cooperation in their analysis and removal.

7. Customer Content, AI Outputs and intellectual property rights

7.1. The Customer is responsible for the lawful origin, content, accuracy and use of Customer Content. The Customer represents that it is authorised to upload, process and provide Customer Content to the Provider for the purpose of providing the Service.

7.2. The Customer retains its rights to Customer Content. For the term of the Agreement, the Customer grants the Provider a non-exclusive right to use Customer Content to the extent necessary to provide, secure, support and improve the Service, where permitted by the legal basis and the DPA.

7.3. AI Outputs generated within the Service are auxiliary in nature. The Customer must perform appropriate human, professional and legal review before using them, in particular where documents have regulatory, employment, safety, tax or other impact. The Provider is not liable for decisions made by the Customer on the basis of unverified AI Outputs.

7.4. The Provider does not promise that AI Outputs will always be accurate, complete, error-free, unique or suitable for a particular purpose. The Customer acknowledges that AI Outputs may contain inaccuracies, outdated information or content similar to outputs generated for other persons.

7.5. Unless the nature of a specific AI functionality or third-party terms provide otherwise, the Provider does not claim ownership of AI Outputs created for the Customer on the basis of the Customer's inputs. This does not affect third-party rights or mandatory copyright rules.

8. AI Features, biometric data and usage rules

8.1. If the Service enables work with voice, likeness, video, avatar or other biometric or particularly sensitive data, the Customer may use such features only if it has a proper legal basis for such processing, has fulfilled information obligations and has all consents or other authorisations required by law.

8.2. The Customer may not create or disseminate through the Service content that is unlawful, misleading, discriminatory, infringes personality rights, intellectual property rights or unlawfully impersonates another person. Unauthorised voice cloning, creation of deceptive deepfake content or use of biometric data without the required legal basis is prohibited.

8.3. If law or the nature of a particular use requires synthetic or manipulated content to be labelled, or a person to be informed that they are interacting with an AI system, ensuring such labelling or information is the Customer's responsibility as the person deploying or using the content in its own processes.

8.4. The Provider may restrict or immediately suspend access to selected AI Features if it has reasonable suspicion that their use breaches these Terms, law, third-party rules or may cause security, reputational or legal risk.

9. Personal data and DPA

9.1. To the extent the Provider processes personal data on behalf of the Customer, the Customer acts as controller and the Provider acts as processor. Details of such processing are governed by the DPA, which is a separate and integral part of the contractual documentation.

9.2. The Customer is responsible for having a valid legal basis for uploading and processing personal data in the Service, fulfilling information obligations and adopting the necessary internal measures. Without prior written agreement and without meeting legal requirements, the Customer may not unnecessarily process special categories of personal data through the Service.

9.3. The Provider will adopt appropriate technical and organisational measures to protect personal data and may use subcontractors and subprocessors under the conditions set out in the DPA.

9.4. If the Customer requires processing of special categories of personal data, voice biometric samples, facial templates or transfer of personal data to third countries in connection with special AI functionality, such use must be separately agreed in advance in the Agreement, DPA or activation of the relevant functionality.

10. Confidentiality and security

10.1. Each party undertakes to keep confidential all non-public facts of a business, technical, organisational or legal nature that it learns in connection with the Agreement and that may reasonably be considered confidential.

10.2. The confidentiality obligation does not apply to information that was publicly known without breach of this obligation, was demonstrably known to the recipient before disclosure, was legitimately obtained from a third party, or must be disclosed by law or binding decision of a public authority.

10.3. The Customer must protect usernames, passwords, API keys and other authentication means and immediately notify any suspected misuse of access.

11. Third parties, integrations and subcontractors

11.1. The Provider may use hosting, cloud, payment, communication, AI, analytics and other third-party services and subcontractors when providing the Service, if necessary to provide or support the Service.

11.2. If the Provider uses subprocessors to process personal data, the regime set out in the DPA applies. The current list of subprocessors may be included in the DPA, an annex or on the Provider's website.

11.3. The Provider is not liable for outages or degradation of performance caused exclusively by third parties or circumstances beyond its reasonable control, but will use reasonable efforts to restore functionality and minimise impact.

12. Complaints, defects and liability

12.1. The Customer must raise a complaint or report a defect without undue delay after discovering it or after it could have discovered it with reasonable care, and must properly describe it.

12.2. The Provider is liable for providing the Service with reasonable professional care. If a reproducible defect occurs, the Provider may remove it, provide an alternative solution or provide a reasonable workaround.

12.3. Unless mandatory law requires otherwise, the Provider is not liable for indirect, consequential or special damages, loss of profit, business interruption, loss of business opportunities or loss of data, unless such loss was caused by intentional conduct or to the extent liability cannot be excluded by mandatory law.

12.4. The Provider's total aggregate liability for damage incurred by the Customer in connection with the Agreement is limited to an amount equal to the fees actually paid by the Customer for one month immediately preceding the occurrence of the claim; if the Agreement lasted for a shorter period, the limit is the fee actually paid for its duration.

12.5. The limitations under this article do not apply to the extent excluded by mandatory law or where damage was caused intentionally.

13. Suspension and termination of the Agreement

13.1. The Provider may temporarily restrict or suspend access to the Service if necessary for security, threatened misuse, non-payment, breach of the Terms, third-party rights or law.

13.2. Either party may terminate the Agreement at the end of the agreed billing period or terminate it for material breach by the other party if the other party fails to remedy the breach within a reasonable period of at least 15 days from delivery of a written notice, unless the nature of the breach permits immediate termination.

13.3. After termination of the Agreement, the Provider will block access to the Service and handle Customer data in accordance with the Agreement, DPA, legal retention obligations and internal retention rules. Unless agreed otherwise, the Provider will allow the Customer to export common data in a standard format within a reasonable period before termination or immediately after termination, if technically possible.

13.4. Provisions which by their nature are intended to survive termination of the Agreement, in particular provisions on fees, confidentiality, personal data, liability and dispute resolution, remain effective after termination.

14. Changes to the Terms, governing law and dispute resolution

14.1. The Provider may reasonably amend these Terms where there is a reasonable reason, in particular a change in law, security requirements, scope of the Service, technological model or business process. The new version of the Terms will be published or delivered to the Customer at least 30 days before its effective date, unless mandatory law or security needs require a shorter period.

14.2. If the Customer does not agree with a change to the Terms and the change materially worsens its position, the Customer may terminate the Agreement as of the effective date of the change, provided it informs the Provider in writing no later than before that effective date.

14.3. Legal relationships between the parties are governed by the laws of Ireland, excluding conflict-of-law rules to the extent permitted by law.

14.4. The parties will primarily resolve disputes by negotiation. If no agreement is reached, the courts of Ireland have jurisdiction to decide disputes; where permitted by law, the locally competent courts are the courts according to the Provider's registered office.

15. Final provisions

15.1. If any provision of these Terms becomes invalid, ineffective or unenforceable, this does not affect the validity and effectiveness of the remaining provisions. The parties will replace it with a provision that most closely corresponds to the meaning and economic purpose of the original provision.

15.2. These Terms become effective on the date stated in the heading of the document and apply to agreements concluded from that date, unless the parties expressly agree otherwise.

15.3. The contractual documentation may include in particular: (a) a price list or order, (b) DPA, (c) SLA or support policy, (d) privacy notice, and (e) list of subprocessors or security documentation, if referred to by the Agreement.