Terms and Conditions Zell

Premises

The use of the Service by the Customer through the Software of Zell UG (hereinafter referred to as "Zell") is exclusively governed by the following provisions (hereinafter collectively referred to as "Terms and Conditions" or "Agreement"). The storage and reproduction of these Terms and Conditions is permitted. Zell offers a B2B SaaS AI sales coaching service aimed at companies, associations, or any other entity through its platform with the aim of helping the Customer to adequately train their sales staff by allowing selected employees to meet with Avatars to improve certain sales soft skills. The Service provided by Zell is entirely online. The Customer may enter its Users on the platform, who may then choose Avatars with whom to conduct coaching sessions. The following Terms and Conditions are intended to regulate the relationship between the Customer and Zell for the purpose of proper collaboration through the correct use of the rights and obligations of the Parties. The Customer wishes to equip itself with new IT tools and use the Service offered by Zell to carry out its business. Zell, in accordance with its obligation to inform and advise its Customers, has provided the Customer with a commercial proposal and/or illustrative Documentation of the Service, which the Customer declares to have read. It is the Customer's responsibility, in particular on the basis of this information, to ensure that the Service meets its specific needs and requirements. To this end, before concluding the Contract, the Customer may request any additional information from Zell and/or attend a demonstration of the Service, after which the Customer acknowledges that they have been adequately informed about the aforementioned products. Any specifications or documents prepared by the Customer indicating additional requests will not be taken into consideration by Zell for the purposes of the Contract under any circumstances, unless Zell has given its express written consent prior to the signing of the Contract, with the understanding that any agreed specifications or additional requests will be attached to the Contract and will result in an increased price for the Service.

Art.1 General information and definitions 

Zell UG (haftungsbeschränkt) is an innovative startup that offers software designed to support sales through training sessions with avatars created by Zell using artificial intelligence.  

Definitions: 

  • Avatar: coach trained with artificial intelligence to train salespeople in sales;

  • Customer: company, association, or any other type of entity that purchases Zell's Service; 

  • Content: set of information on electronic media used to transfer knowledge;

  • Service: coaching activities through Avatars created with AI aimed at training salespeople in sales;

  • Software: platform owned by Zell through which it offers its Service;  

  • User: Salesperson who uses Zell's platform; 

The preamble and any attached annexes are an integral part of these Terms and Conditions. 

Art. 2 Rights and obligations of Zell 

2.1. Zell, within the scope of the introduction, undertakes to assist the Customer with maintenance, ensuring that the software is functioning in accordance with the following Terms and Conditions. 

2.2. Zell undertakes to use all necessary means and to exercise due diligence with regard to the protection of Users' personal data as expressly provided for in Articles 6 and 9. 

2.3. Zell undertakes to notify the Customer by email of any changes to the software and/or updates within seven days of their occurrence. 

2.5. Zell undertakes to use artificial intelligence with due diligence and in accordance with European regulations governing the same, including the AI Act. 

Article 3 Rights and obligations of the Customer and the User 

3.1. The Customer has the right to use the service exclusively for internal purposes and in compliance with these Terms and Conditions. 

3.2. The Customer is responsible for the proper use of the service by its Users, the protection of credentials, and the accuracy of the information provided. 

3.3. The Customer undertakes not to use the service in an unlawful or improper manner or in a manner contrary to applicable regulations, nor to attempt to modify, copy, or interfere with the software or the operation of the Avatars. 

3.4. The Customer guarantees that all content uploaded to the platform is lawful, does not infringe the rights of third parties, and further undertakes to indemnify Zell from any liability related to content provided by the Customer or Users. 

3.5. Users must use the Service with due diligence and follow the instructions provided by Zell, maintaining proper and professional behavior during sessions with Avatars.

Art.4 Payments and duration 

4.1. The Customer undertakes to pay Zell the price indicated in the commercial proposal or in the Order Form, according to the methods and deadlines set out therein. 

4.2. Failure to pay within the established terms will result in the suspension of access to the service until payment is made. 

4.3. The duration of the contract is established in the Order Form or commercial proposal. The contract is automatically renewed under the current conditions unless the customer sends a notice of termination by email at least 30 days prior to the expiration date. 

Art.5 Express termination 

Zell reserves the right to terminate the contract, without any possibility of reimbursement for the Customer, in the event that the Customer and/or User performs any of the following actions:

  • reproducing parts of the Software and using it improperly, including use in other business processes not expressly authorized in writing by Zell;

  • disclosing sensitive data in violation of European Regulation 2016/679 (GDPR);

  • disclosing confidential information about Zell's product described in the following Terms and Conditions, in the Order Form, in the commercial proposal, or in any other communication proposed by Zell;

  • violation of Article 3;  

  • the Customer or User fails to comply with the rules of good faith conduct described in Article 12; 

Art. 6 Security 

Zell undertakes to implement all policies aimed at ensuring the maximum security of its Software and Website, and to use tools that operate in this sense. Zell will comply with all legal provisions on data protection. When Zell accesses personal data connected to the Service or in any way connected to these Terms and Conditions, it will take all necessary technical and organizational measures to ensure the security of such data and to protect it from unauthorized processing, accidental loss, destruction, or damage. In the event of a Data Breach, Zell undertakes to notify the Customer promptly within 72 hours of becoming aware of it, as required by Regulation (EU) 2016/679. 

Art.7 Disclaimer clause 

7.1. Zell is not liable for any indirect, consequential, or unforeseeable damages arising from the use of the service by the customer or users. 

7.2. Zell is not liable for any negative effects, inconvenience, stress, operational errors, performance reductions, or other behavioral impacts that may arise from the User's use of the software as a result of interactions with Avatars. 

7.4. The user uses the service under their own exclusive responsibility. The Customer indemnifies Zell from any claim, damage, or consequence arising from the use of the service or reliance on the information provided by the Avatars. 

Art. 8 Intellectual Property 

Zell is the owner of all intellectual property rights relating to the Service or, if a third party is the owner of the intellectual property rights, declares that it has obtained from that third party the right to market or distribute the Service. Zell reserves all rights, including the right to make corrections to any Service. The Agreement does not grant the Customer any ownership rights in the Service, its technology, or the intellectual property rights of Zell or third parties. The Customer shall not cause any damage to the Service or, in particular, use the Service for purposes other than those provided for in these Terms and Conditions. Consequently, the Customer shall refrain from any re-engineering of the Service in order to create a competing product or Service and/or copy or reproduce any functionality, function, or graphic feature of the Service.

Art.9 Personal information 

Personal data, voluntarily entered by the Customer and necessary for the proper completion of the purchase and delivery procedures of the Service, are processed exclusively in accordance with Zell's Privacy Policy. By accessing their account, Customers can view, modify, or delete the data provided. For complete information on how personal information is used and protected, please refer to the complete Privacy Policy on the website. At the time of purchase, after accepting the Terms and Conditions, the Customer also accepts the processing of personal data described in the Privacy Policy. The Customer is responsible for the truthfulness and accuracy of the personal data entered by themselves and their Users, while Zell assumes no responsibility in this regard. The Parties, in the context of data processing carried out pursuant to the execution of this contract, undertake to comply with all the provisions of Regulation (EU) 2016/679 (General Data Protection Regulation) and subsequent amendments and additions, as well as the provisions issued on privacy by the Competent Authorities. 

Art. 10 Confidentiality 

All documents, data (including Customer and User Data), products, and/or unpatented technical knowledge and experience, regardless of whether they are protected by intellectual property laws, regardless of their form or nature (commercial, industrial, technical, financial, etc.), disclosed by one Party (the "Disclosing Party") to the other Party (the "Recipient"), or of which each Party becomes aware during the performance of the Contract, including, by way of example, etc.), disclosed by one Party (the "Disclosing Party") to the other Party (the "Recipient"), or of which each Party becomes aware during the performance of the Agreement, including, by way of example, the terms and conditions of the Agreement, shall be considered confidential (the "Confidential Information"). Confidential Information does not include information that:

  • was in the Receiving Party's possession prior to its disclosure by the Disclosing Party, provided that such possession was not the direct or indirect result of unauthorized disclosure of the information by a third party;

  • is public knowledge on the date of acceptance of the Agreement, or becomes public knowledge after that date, provided that it does not become public knowledge as a result of the Recipient's breach of its confidentiality obligations under the Agreement;

  • is lawfully and legally acquired by the Recipient regardless of the Agreement.

The Recipient shall refrain from using the Disclosing Party's Confidential Information for purposes unrelated to the performance of the Agreement, in order to protect the Disclosing Party's Confidential Information and not disclose it to third parties other than its employees or affiliates who need to know it for the purposes of the Agreement, without the prior written consent of the Disclosing Party. The Parties shall take all necessary measures to ensure that their employees and/or affiliated companies who have access to Confidential Information are aware of the nature of the Confidential Information and comply with the obligations set forth in this article. Any breach of the obligations set forth in this article by the Recipient shall constitute a material breach of its obligations for which the Recipient shall be fully liable and shall indemnify the Disclosing Party for any damages suffered. The Parties undertake to comply with the obligations set forth in this article for the entire duration of the Agreement and for a period of 5 (five) years from the termination or expiry of the Agreement. In this regard, upon expiry or termination of the Agreement, each Party shall return to the other Party all documents containing Confidential Information or shall guarantee to the other Party that it will destroy all Confidential Information in its possession. Under no circumstances may either Party retain a copy of the documents containing Confidential Information without the prior written consent of the other Party.

Art. 11 Force majeure 

The Parties shall not be held liable for delays or failures in the performance of the Contract if these are due to force majeure or unforeseeable circumstances as defined by law. Upon the occurrence of one of the aforementioned events, the Party invoking force majeure undertakes to promptly notify the other Party, by email, of the occurrence of such event and to request an extension of the deadline for the performance of its obligations. If the impediment is temporary, the deadline for the fulfillment of the obligation shall be suspended until the Party invoking this provision is no longer subject to the effects of the force majeure event. The Party invoking this provision undertakes to make every effort to limit the duration of the suspension. If the suspension lasts for more than 3 (three) months, each Party shall have the right to terminate the Contract without any liability by notifying the other Party by email. In the event of termination of the Contract due to a force majeure event, the Customer shall not be entitled to any refund for activities already performed.

Art.12 Good faith 

The proper performance of the Contract and the correct provision of the Service require effective and constant cooperation in good faith between the Parties. Therefore, each Party is required to:

  • actively commit to fulfilling the obligations arising from the Contract;

  • refrain from any behavior that could prejudice and/or hinder the fulfillment of the other Party's obligations;

  • provide, by a date agreed upon by mutual agreement, all information and documents necessary for the execution of the Contract; 

The Parties shall meet as often as necessary to ensure the proper performance of the Contract and, in particular, to verify the accurate and correct provision of the Service. 

Art. 15 Law and Jurisdiction 

These Terms and Conditions shall be governed by and construed in accordance with German law. The courts of Berlin shall have jurisdiction over any dispute relating to the interpretation, performance, and termination of the Terms and Conditions. 

Art.16 Contact and Support 

For any support, information, or complaints regarding the Terms and Conditions, please contact Zell at the following email address: alberto@getzell.com. Zell undertakes to respond promptly within 72 hours of receiving the email request for assistance, except on public holidays, weekdays, and/or other urgent cases due to force majeure.