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The German version is authoritative.

Terms and Conditions for the Use of the Skaldion Chat Agent

for business customers

The German version of these terms is binding; this English version is provided for information.

Provider (hereinafter "Provider"):
Webvines
Hofgartenstraße 28a, 86551 Aichach, Deutschland
Email: support@skaldion.de

Section 1 Scope, contract components and order of precedence

  1. These Terms and Conditions ("Terms") apply to all contracts on the use of the Skaldion Chat Agent between the Provider and its customers ("Customer").
  2. The Provider only concludes contracts with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Consumers within the meaning of Section 13 BGB cannot conclude a contract. The Customer confirms on registration and when ordering that it acts as an entrepreneur; the Provider may request evidence, such as the VAT identification number or a register extract. The Provider serves customers based in the countries offered by the customer centre when ordering.
  3. The Customer's general terms and conditions do not apply, even if the Provider does not expressly object to them or performs its services with knowledge of such terms. This also applies to terms in order forms, invoices or other documents of the Customer.
  4. The contract on the use of the Skaldion Chat Agent ("Contract", called "main contract" in the data processing agreement) consists of
    • the Customer's order with plan and price as summarised by the customer centre before submission ("Order Summary"), or, for the trial, the registration with the trial plan,
    • the data processing agreement under Art. 28 GDPR with its annexes ("DPA"),
    • the description of the selected plan as available in the customer centre at the conclusion of the contract ("Plan Description"), and
    • these Terms.
  5. In the event of conflict, the following order of precedence applies: on matters of data protection, the DPA prevails over all other contract components (DPA Section 1(4)). Otherwise, the Order Summary prevails over the Plan Description, and both prevail over these Terms. In the DPA, the Provider is called "processor" and the Customer "controller".
  6. For plans that cannot be ordered online (e.g. "Enterprise"), these Terms apply unless the parties agree otherwise in text form.

Section 2 Definitions

Section 3 Conclusion of the contract

  1. The presentation of the plans on the Provider's websites and in the customer centre is not a binding offer.
  2. To order, the Customer selects a plan in the customer centre and enters its contract data: company name with legal form, address, country and, where available, the VAT identification number, optionally a separate email address for invoices. It agrees to these Terms and the DPA. Before submission, the customer centre shows an overview with plan and price; there the Customer can check all details and correct input errors. The button used to submit the order is labelled "Order with obligation to pay" ("Zahlungspflichtig bestellen"). By submitting, the Customer makes a binding offer to conclude the Contract. Only owners of the account can order.
  3. The Provider accepts the offer by approving the order. Approval may be automatic; if the Provider reviews an order, it may reject it without giving reasons. After approval, the Customer completes the payment process with the payment provider. The Contract is concluded as soon as the order has been approved and the payment process has been completed successfully ("conclusion of the contract"). The Provider confirms the conclusion of the contract by email or in the customer centre and activates the plan.
  4. If the payment process is not completed within 14 days of approval, no contract is concluded. The Customer may withdraw an order as long as it has not been paid.
  5. The DPA is concluded together with the Contract in electronic form (Art. 28(9) GDPR); no signature is required.
  6. The contract language is German. The Provider also provides these Terms and the DPA in English; the German version is binding (Section 17(6)). For each acceptance, the Provider stores the version and checksum of the documents accepted. The Customer can retrieve and save these Terms and the DPA at any time on the Provider's website.

Section 3a Free trial

  1. The Provider may offer new customers a free trial. There is no entitlement to it; each customer receives at most one trial. The Customer registers in the customer centre with name, company, email address and password and agrees to these Terms and the DPA; it does not have to provide a payment method. Upon confirmation of its email address, a free contract for the trial is concluded, the DPA is concluded at the same time, and the Provider sets up the access.
  2. The trial lasts for the number of days stated on registration and then ends automatically without notice being required. The Provider reminds the Customer of the end by email beforehand. Either party may end the trial earlier at any time in text form.
  3. The limits and features of the trial plan as described in the customer centre apply to the trial. No fee is charged and no payment obligation arises, not even at the end of the trial; Sections 8, 9 and 10(1) to (3) do not apply to the trial.
  4. If the Customer orders a plan during the trial, Section 3 applies. The remaining days of the trial remain free of charge; the first payment becomes due at the end of the trial. Access continues without interruption in the plan ordered.
  5. If the trial ends without a contract under Section 3 having been concluded, the widget is switched off; Section 11 and DPA Section 10 apply, with the end of the trial deemed to be the end of the contract.

Section 4 Services of the Provider

  1. The Provider makes the Platform available to the Customer via the internet for the term of the Contract. The Customer uses it to set up one or more bots that answer questions from visitors to its websites in the widget. The Platform includes in particular
    • the widget with pre-chat form, consent to the Customer's privacy policy, starter questions, real-time answers, references to sources on its website, contact form and a user interface in German and English,
    • the knowledge with own texts, documents (PDF, DOCX, TXT, MD, CSV, extracted as text) and reading the Customer's website on request or at a selected interval,
    • summaries at the end of a conversation by email to the recipients configured by the Customer per request or for all conversations,
    • viewing conversations and unanswered questions in the customer centre, depending on the plan with search, filter and export,
    • a setup assistant that makes suggestions for the settings, and a test chat,
    • members with roles within the plan and a display of usage.
  2. Limits and features depend on the Plan Description. The Platform enforces the limits technically. Quotas apply per calendar month and expire at the end of the month; unused parts are not carried over. The Provider informs the owners by email when 75 % and 90 % of a quota have been reached and when it has been used up. If a quota is used up, the widget shows a contact form instead of the chat until the end of the month or until a change of plan; requests from the form continue to be delivered as summaries. Exceeding the quotas is not charged. The Provider owes no services beyond the limits of the plan.
  3. For the term of the Contract, the Provider grants the Customer the simple, non-transferable and non-sublicensable right to use the Platform within the booked plan for its own business purposes and to embed the widget on its websites. All rights to the Platform, its documentation and the Provider's marks remain with the Provider or its licensors.
  4. For the language models, the Provider uses AI providers based and processing in the European Union (DPA Annex 3). It may change the model used or the AI provider if the agreed functions are essentially retained; DPA Section 5 applies to a new sub-processor. If an AI provider is disrupted or overloaded, the Platform may temporarily use a second AI provider under Annex 3 or show the contact form.
  5. Functions marked as planned, intended or preview are not owed. If the Provider offers a preview function, it may change or discontinue it at any time.
  6. The Provider operates the Platform exclusively in data centres in the European Union, itself and with the sub-processors under Annex 3 of the DPA. The widget and the customer centre do not load content from third-party servers; the Provider uses no analytics or tracking services there.
  7. The Provider makes the Platform available at the handover point, the internet connection of the data centre. It is not responsible for the data connection up to the handover point, for the Customer's websites, for the visitors' devices, browsers and networks or for the mailboxes of the recipients of summaries.
  8. During the term of the Contract, the Provider provides the updates necessary to keep the Platform in conformity with the Contract, including security updates.
  9. The Provider develops the Platform further. It may change it insofar as the functions and limits promised in the Plan Description are retained or replaced by equivalent ones and the change is reasonable for the Customer. If it discontinues an essential function or changes the embed code in such a way that existing embeddings no longer work, it announces this at least three months in advance in text form. Excepted are changes that are required earlier to avert an acute security risk or for legal reasons; the Provider announces these as early as possible.
  10. The Provider accepts questions and fault reports by email to support@skaldion.de and handles them on working days (Monday to Friday, excluding nationwide public holidays in Germany) between 9 a.m. and 5 p.m. German time. No fixed response or resolution times are agreed. Enquiries from visitors are answered by the Customer. Support is included in the fee.
  11. The Platform is not an archive. Conversations are deleted after the period selected by the Customer in the customer centre (DPA Annex 1 no. 5).

Section 4a AI output and transparency

  1. Answers in the widget, summaries and suggestions of the setup assistant are generated automatically by a language model. They are based on the Customer's knowledge and on statistical probabilities and may be incomplete, outdated or wrong, even if the knowledge is correct. The Provider owes the technical provision of the language model and the knowledge search, but no particular, correct or complete content of the AI output. It gives no warranty that the bot can answer a question or correctly recognises a question as unanswerable.
  2. Under its answer rules, the bot only answers from the Customer's knowledge and, if it finds nothing suitable, does not state facts of its own. The Customer keeps its knowledge up to date and correct, checks its bot's answers at reasonable intervals, for example in the test chat and via the unanswered questions, and corrects its knowledge in the event of errors.
  3. The widget always informs visitors that they are talking to an AI assistant and that answers may contain errors; summaries are labelled as AI summaries. The Customer does not remove, hide or alter these notices and does not give the impression on its website that visitors are talking to a human. If the Customer passes on or publishes AI output outside the Platform, it is itself responsible for any necessary labelling.
  4. The Customer does not use the bot
    • for individual legal, tax, medical or financial advice or for other information where a wrong answer may cause considerable disadvantages for visitors, without clearly pointing out that the answers do not replace such advice,
    • for decisions that legally or similarly significantly affect visitors (Art. 22 GDPR), for example on contracts, applications or creditworthiness,
    • for practices prohibited under Art. 5 of Regulation (EU) 2024/1689 (AI Act), or for a purpose that would make the bot a high-risk AI system under Annex III of that Regulation, unless the parties have agreed on this beforehand in text form.
  5. The Customer ensures that the persons who set up and maintain the bot on its behalf have sufficient knowledge of dealing with AI systems (Art. 4 AI Act); the Provider supports it with guidance in the customer centre.

Section 5 Availability and maintenance

  1. The Provider aims for an availability of the Platform at the handover point of 99 % per calendar month. Announced maintenance under paragraph 3 of up to a total of eight hours per calendar month and disruptions under paragraph 4 are not counted.
  2. The availability target is not an agreed quality and not a guarantee. No credits, lump-sum compensation or contractual penalties are associated with it. The Customer's statutory rights in the event of defects (Section 12) remain unaffected.
  3. The Provider schedules planned maintenance that is expected to interrupt operation, where possible, between midnight and 6 a.m. German time. It announces such maintenance at least three working days in advance by email or in the customer centre. It may carry out urgent security updates and measures against acute threats without notice and at other times; it keeps interruptions as short as possible. During an interruption, the widget may show the contact form or not appear.
  4. The Provider is not responsible for disruptions outside its sphere of influence, in particular on the internet outside the handover point, on the Customer's websites, on visitors' devices and networks, as well as force majeure (Section 17(4)), attacks by third parties (e.g. denial-of-service attacks) that cannot be averted despite reasonable protective measures, and official orders.

Section 6 Obligations of the Customer and rules of use

  1. The Customer is the controller within the meaning of the GDPR for the processing of visitor data and fulfils the obligations under DPA Section 12. In particular, it informs visitors about the bot in its privacy policy, decides on the pre-chat form and consent and provides the link to its privacy policy. The Provider provides a text module for this purpose. It does not replace legal advice; the Customer reviews it for its use and is responsible for its own legal texts.
  2. The Customer only adds content to the knowledge for which it holds the necessary rights and only has websites read that it operates itself or for which it is authorised; it confirms this in the customer centre. It only releases the widget for such websites. For the term of the Contract, it grants the Provider the simple, free right to store, reproduce, split into sections, convert into embeddings, transmit to the AI providers and reproduce in AI output the content, insofar as this is necessary for the Platform. The same applies to logos and images it uploads for the widget.
  3. The Customer only uses the Platform in accordance with applicable law and this Contract. It does not add unlawful content, in particular no criminal, youth-endangering, offensive or discriminatory content, no content that infringes third-party rights (e.g. copyrights, trademarks or personality rights), no misleading advertising and no malware, and does not configure the bot in such a way that it generates such content.
  4. The Customer must not
    • circumvent or attempt to circumvent technical limits and access and protection mechanisms of the Platform, in particular not by targeted input intended to override the bot's answer rules,
    • subject the Platform to load, security or penetration tests without the Provider's prior consent in text form,
    • use the Platform in a way that impairs its operation or other customers, for example through automated mass requests to the widget,
    • use the Platform or the language models to develop a competing product or to train models,
    • decompile, reverse engineer or replicate the Platform, unless this is mandatorily permitted under Sections 69d, 69e of the German Copyright Act (UrhG),
    • use or make the Platform available in breach of export control and sanctions regulations of the European Union or the Federal Republic of Germany, and
    • provide access to third parties for independent use, rent it out or resell it, unless the Provider has consented in text form.
  5. The Customer keeps its access credentials secret, protects them in accordance with the state of the art and only invites persons working for it as members; it assigns roles only as needed and removes members without undue delay if they no longer work for it. If it suspects that unauthorised persons know access credentials, it changes them without undue delay and informs the Provider. The Customer is responsible for actions taken with its access credentials insofar as it is responsible for the misuse.
  6. The Customer only configures recipient addresses for summaries that it is permitted to use for this purpose and keeps its contract data and the email addresses of the owners up to date; the Provider sends notifications under DPA Section 9 to these addresses.
  7. The Customer exports conversations it wishes to keep before the retention period expires, insofar as its plan includes the export.
  8. The Customer indemnifies the Provider against claims of third parties asserted against the Provider due to a breach of paragraphs 2 to 4 or of Section 4a(3) and (4) for which the Customer is responsible, including reasonable costs of legal defence. The Provider informs the Customer of such claims without undue delay, gives it the opportunity to comment and does not acknowledge them without its consent.

Section 7 Suspension

  1. The Provider may temporarily suspend the Customer's access in whole or in part or switch off individual bots if
    • the Customer is in default of payment after completion of the dunning process under Section 8(5),
    • there are concrete indications that unlawful content is being disseminated via the Customer's access or that the Customer is seriously in breach of Section 4a(3) and (4) or Section 6(2) to (5), or
    • use via the Customer's access endangers the security or operation of the Platform or data of other customers, for example in the event of misused access credentials.
  2. In the cases of paragraph 1, second bullet point, the Provider requests the Customer in text form before the suspension to remedy the breach within 24 hours, unless immediate action is necessary to avert considerable dangers or to fulfil legal obligations.
  3. The Provider chooses the mildest suitable measure, for example switching off a single bot, and takes the Customer's legitimate interests into account. It informs the Customer in text form, stating the reason, beforehand if possible, otherwise without undue delay afterwards, and lifts the suspension as soon as the reason no longer applies.
  4. During a suspension, the widget does not appear or only shows the contact form. The Customer can still delete conversations in the customer centre. If the Customer is responsible for the suspension, it remains obliged to pay the fee.

Section 8 Fees, payment, invoices and taxes

  1. The fee depends on the plan according to the Order Summary. All prices are net prices plus statutory VAT where applicable.
  2. The billing period is one month. The fee is due in advance at the beginning of each billing period.
  3. Payment is processed via a payment provider, currently Stripe. The Customer provides a payment method offered there and authorises the Provider to collect the amounts due at the beginning of each billing period until the end of the Contract. Payment data is collected by the payment provider; the Provider does not store full card or account numbers. If the Customer agrees to terms of the payment provider when paying, these apply in addition.
  4. The Provider provides invoices electronically via the payment provider, by email and via the payment provider's customer portal, which can be reached from the customer centre. The Customer agrees to the electronic transmission of invoices. Where the law requires a structured electronic invoice format, the Provider issues the invoice in that format.
  5. If a collection fails, the Provider or the payment provider notifies the Customer by email and retries the collection within 14 days ("dunning process"); during this time, the Customer can change its payment method. If the amount has not been paid after completion of the dunning process, the Provider may suspend access under Section 7; it lifts the suspension without undue delay after receipt of payment. Costs of a chargeback or reversal for which the Customer is responsible are borne by the Customer. Statutory rights in the event of default, in particular default interest and the default lump sum (Section 288 BGB), and the right of termination under Section 10(4) remain unaffected.
  6. The Customer may only set off undisputed or legally established claims; this does not apply to counterclaims due to defects under this Contract. It may only assert a right of retention on the basis of claims under this Contract.
  7. The Customer may switch to another plan that can be ordered online at any time in the customer centre. The change takes effect immediately; the difference from the previous price is prorated for the remainder of the current billing period and settled with the next invoice. Upon the change, the limits and features of the new plan apply.
  8. The Provider determines VAT based on the Customer's details, in particular its billing address and VAT identification number. If the Customer owes the tax under the reverse charge procedure, it proves its status as an entrepreneur by means of a valid VAT identification number and pays the tax itself. If this proof is missing or the number is invalid, the Provider may charge statutory VAT. The Customer notifies changes to its details without undue delay in the customer centre.

Section 9 Price changes

  1. The Provider may change prices with effect from the beginning of a billing period. It announces a price increase in text form at least 30 days before it takes effect, stating the new price, the date and the right of termination under paragraph 2. It takes effect at the earliest with the first billing period beginning after this period has expired.
  2. The Customer may terminate the Contract with effect from the date the price increase takes effect, also in the customer centre. If it does not terminate, the new price applies from the announced date.
  3. Price reductions apply from the announced date without further ado. If the statutory VAT rate changes, the gross amount changes accordingly; paragraphs 1 and 2 do not apply to this.

Section 10 Term and termination

  1. The Contract begins upon conclusion of the contract (Section 3(3)) and initially runs for one billing period. It is extended by a further billing period in each case unless it is terminated with effect from the end of the current billing period.
  2. The Customer may terminate the Contract at any time with effect from the end of the current billing period, in the customer centre or in text form. The termination must reach the Provider no later than on the last day of the billing period. Until then, the Customer may withdraw a termination in the customer centre. The Provider confirms the termination in text form. The fee for the current billing period is not refunded unless these Terms provide otherwise.
  3. The Provider may terminate the Contract in text form with three months' notice to the end of a billing period.
  4. The right of both parties to terminate for good cause remains unaffected. Good cause exists for the Provider in particular if the Customer
    • is in default with the fee for two consecutive billing periods,
    • seriously breaches Section 4a(3) and (4) or Section 6(2) to (5) despite a warning in text form, or a breach is so serious that a warning is unnecessary, or
    • made incorrect statements about its status as an entrepreneur when ordering.
  5. The termination rights of both parties under DPA Section 5(3) (objection to a new sub-processor) remain unaffected and apply to this Contract.
  6. If the Contract ends before the end of a billing period paid in advance for a reason for which the Customer is not responsible, in particular under paragraph 5, Section 9(2), Section 12(5), by termination by the Customer for good cause or under Section 17(3), the Provider refunds the fee for the remaining time on a pro rata basis.
  7. Terminations require text form; termination via the customer centre is sufficient.

Section 11 End of the contract

  1. At the end of the Contract, the widget is switched off on all of the Customer's websites. The Customer can still log in to the customer centre, view its conversations under DPA Section 10(2) and order a new plan.
  2. DPA Section 10 applies to visitor data, the knowledge and the bots: the Provider deletes them 30 days after the end of the Contract unless the Customer concludes a new contract by then.
  3. The Provider retains contract and billing data insofar as statutory retention obligations exist. Details and periods are set out in the Provider's privacy policy. The Customer can delete its account in the customer centre; if it is the only owner, all data of its access is deleted.

Section 12 Defects and third-party rights

  1. The Provider keeps the Platform in a condition suitable for contractual use during the term of the Contract. It remedies defects within a reasonable period after they have been reported to it or it has detected them itself. It may temporarily remedy a defect by means of a workaround if use is not impaired more than insignificantly as a result.
  2. The Customer reports defects in text form without undue delay after their discovery with a comprehensible description, where possible with time, affected bot or conversation and error message.
  3. Impairments based on circumstances under Section 5(4), on use contrary to this Contract, on the Customer's websites or on visitors' devices, browsers or networks are not defects. Individual incorrect or incomplete AI output is not in itself a defect (Section 4a(1)); a defect exists if the knowledge search or the language model does not technically work as described.
  4. Otherwise, the statutory provisions apply to defects; Section 13 applies to damages.
  5. If a third party claims that the contractual use of the Platform infringes its rights, the Customer informs the Provider without undue delay in text form and, as far as legally possible, leaves the defence of the claims to it. The Provider defends the claims at its own expense and, at its option, will change or replace the Platform so that no rights are infringed any longer and the agreed functions are essentially retained, or obtain the necessary authorisation. If neither succeeds on reasonable terms, either party may terminate the Contract extraordinarily in whole or with regard to the affected services. Section 13 applies to damages. This does not apply insofar as the infringement is based on the Customer's content, on AI output based on such content or on use contrary to this Contract.

Section 13 Liability

  1. The Provider is liable without limitation
    • for intent and gross negligence,
    • for damage resulting from injury to life, body or health,
    • under the German Product Liability Act and
    • insofar as it has assumed a guarantee or fraudulently concealed a defect.
  2. In the event of simple negligence, the Provider is otherwise only liable for the breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment makes the proper performance of the Contract possible in the first place and on whose observance the Customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract at the time of conclusion of the contract.
  3. In the cases of paragraph 2, liability is also limited per damaging event to the higher of the following amounts: the fee paid or payable by the Customer for the twelve months preceding the damaging event, or EUR 5,000.
  4. For damage based on the Customer or third parties relying on AI output without checking it, the Provider is only liable under paragraph 1; otherwise Section 4a(1) applies.
  5. The Provider's strict liability for defects already present at the conclusion of the contract (Section 536a(1), first alternative BGB) is excluded.
  6. Liability towards data subjects under Art. 82 GDPR remains unaffected. Between the parties, paragraphs 1 to 5 also apply to claims in connection with the processing on behalf (DPA Section 13), unless mandatory law provides otherwise.
  7. Paragraphs 1 to 6 also apply to the personal liability of the Provider's employees and vicarious agents.
  8. These provisions do not change the burden of proof to the detriment of the Customer.

Section 14 Data protection, content and confidentiality

  1. The Provider processes personal data of visitors, the knowledge and the conversations only on behalf of the Customer under the DPA. The DPA applies for the term of this Contract including the trial and ends with it (DPA Section 1(3)).
  2. The Provider processes the data of the Customer, its members and contact persons required for account, roles, contract, billing, usage measurement and communication, as well as the members' conversations with the setup assistant, as an independent controller. Details are set out in its privacy policy, which is available on its website and in the customer centre. The payment provider only receives the Customer's data required for payment, no visitor data.
  3. Content remains the responsibility and, insofar as rights exist, the property of the Customer or of the persons from whom it originates. The Provider only uses content to provide the Platform and to perform this Contract. It does not use it for its own purposes, in particular not for advertising, profiling or training artificial intelligence models, and does not disclose it to third parties unless the DPA provides otherwise. Insofar as rights arise in AI output, they belong to the Customer as between the parties.
  4. The Provider may use technical metrics without content, such as the number of conversations, tokens used, response times and error rates, for billing, operation, security, capacity planning and further development of the Platform, also after the end of the Contract.
  5. Questions and requests that members express in the setup assistant and that the assistant could not fulfil or that were rejected are stored by the Provider in encrypted form for up to 90 days in order to improve the assistant and the Platform. It only adopts individual examples permanently into the assistant's rules after removing information about persons and about the Customer. The Provider may use suggestions and ideas of the Customer regarding the Platform free of charge, without time limit and without attribution. There is no obligation to implement them.
  6. Both parties treat as confidential non-public information of the other party that becomes known to them within the scope of the Contract, in particular access credentials, security measures and technical and business information. They use it only for this Contract, protect it at least as carefully as their own comparable information and only disclose it to persons who need it for this purpose and are bound to confidentiality. This does not apply to information that is or becomes publicly known without breach of this obligation, that was already lawfully known to the receiving party, that it has developed independently or that it must disclose due to a legal or official obligation; in the latter case, it informs the other party beforehand where legally permissible. The obligation continues after the end of the Contract.

Section 15 Notices

  1. Declarations and notices under this Contract require text form (e.g. email) unless otherwise provided.
  2. The Provider sends notices to the email addresses of the owners in the customer centre and invoices to the email address for invoices; it may additionally display notices in the customer centre. The Customer keeps these addresses up to date. The Customer sends notices to support@skaldion.de and notices on data protection to support@skaldion.de.

Section 16 Changes to these Terms

  1. The Provider may offer the Customer changes to these Terms if there is an objective reason, in particular a change in the legal situation or case law, a technical development, new functions of the Platform, a change of service providers (e.g. the payment provider or an AI provider) or a regulatory gap. Prices only change under Section 9.
  2. The Provider notifies the Customer of the proposed changes in text form at least 30 days before they are intended to take effect. The changes take effect at the earliest at the beginning of the first billing period starting after this period has expired, and only if the Customer agrees to them; the Customer declares its consent in the customer centre.
  3. If the Customer does not agree, the Contract continues under the previous Terms. The Provider may then terminate it under Section 10(3).
  4. The rules of the DPA (Section 4(2), Section 5 and Section 14(1)) apply to changes to the DPA and its annexes.

Section 17 Final provisions

  1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from or in connection with this Contract is the Provider's registered place of business. The Provider may also sue the Customer at its general place of jurisdiction.
  3. The Customer may only transfer rights and obligations under this Contract to third parties with the Provider's consent in text form; Section 354a of the German Commercial Code (HGB) remains unaffected. The Provider may transfer the Contract including the DPA to a company that takes over the operation of the Platform. It announces this at least six weeks in advance in text form; the Customer may then terminate the Contract with effect from the date of the transfer.
  4. Neither party is responsible for non-performance or delayed performance of an obligation insofar as this is due to circumstances beyond its reasonable control, such as natural events, war, terrorist attacks, epidemics, official orders or large-scale failures of public power or telecommunications networks (force majeure). It informs the other party without undue delay and endeavours to keep the consequences as small as possible. The statutory rights in the event of defects (Section 12) remain unaffected.
  5. The Provider only names the Customer as a reference with its prior consent in text form.
  6. These Terms and the DPA with its annexes are provided in German and English. The German version is binding; the English version is provided for information.
  7. Should individual provisions of this Contract be invalid or unenforceable, the remainder of the Contract remains valid. The statutory provisions take the place of the invalid provision.