General Terms and Conditions of Parloa GmbH  
Status: 05.10.2022

Additional contractual terms which can be found attached to this private offer.

These General Terms and Conditions (hereinafter referred to as "GTC") apply to the provision and use of the Parloa GmbH platform (hereinafter referred to as "Parloa Platform" or the "Platform") by Parloa GmbH, Münzstraße 5, 10178 Berlin (hereinafter referred to as "Parloa"). The services offered by Parloa are exclusively directed to entrepreneurs within the meaning of § 14 BGB (hereinafter "Customer", together with Parloa the "Parties"). 
Deviations from these GTC shall only be deemed agreed upon if expressly confirmed in writing by Parloa. In particular, Parloa's mere failure to object to Customer's general terms and conditions shall not cause them to be deemed agreed. This shall also apply if Parloa performs services without reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these GTC.
The exact subject matter and scope of the available functionalities of the Parloa Platform, Parloa's obligations in this respect, any Professional Services to be provided by Parloa and the remuneration to be paid shall be governed by the User Agreement concluded between Parloa and Customer (hereinafter the "User Agreement"), any supplementary agreements (each a "Supplementary Agreement") and Parloa's Service Level Agreement (hereinafter the "SLA", together with the User Agreement, the GTC and any Supplementary Agreements the "Contract Documents"). 
Definitions, unless defined in these GTC, shall have the same meaning as under the User Agreement. 

For good cause, in particular in the event of changes in the legal situation, supreme court rulings, the Parloa platform or market conditions, Parloa may notify Customer of an amendment to these GTC and/or the SLA, indicating the material changes. The amended GTC and SLA shall be deemed to be agreed if the Customer has not objected to the amendment within one month after receipt of the notification and Parloa has specifically pointed out this consequence to the Customer upon notification of the amendments. Changes to the service content agreed with the Customer require the Customer's express consent, irrespective of the above provisions.

Deployment of the Parloa platform; set-up and support.

The Parloa Platform provides Customers with a system for automating dialogues with their Customers (these the "End Customers"), including both spoken dialogues via telephone ("Channel Telephone") and textual dialogues via Customer's tools (e.g. Chat Widgets on the Customer's website) ("Channel Chat") or external messenger services (WhatsApp, Facebook Messenger, Google Assistant, etc.) ("Channel Messenger") as well as external voice applications (Google Assistant, Siri, Alexa, etc.) ("Channel Voice", together with Channel Phone, Channel Chat and Channel Messenger the "Channels") can be automated by the Parloa Platform. During the Dialogues, data of the Customer, including (personal) data about end customers (all the aforementioned data the "Customer Data") are processed. The Customer Data may be transmitted to the Parloa Platform by the Customer itself or by engaging service providers (Whatsapp, Facebook, Amazon, Google, etc.) contractually associated with the Customer or its End Customers (the "Third Party Service Providers"). Parloa acts exclusively as a technical service provider for Customer in the communication between Customer and End Customer. The responsibility for the content of the dialogs controlled via the Parloa platform, the subjects of the conversation and the collection, processing and use of the customer data carried out in this course lies exclusively and completely with the customer in the relationship between the parties. 

Parloa shall provide Customer with the Parloa Platform with the following features (hereinafter lit. a) to b) together the "Features"): 

Software that connects and executes speech recognition services and speech classification services, queries Customer Systems, provides Dialog Content via API, and enables the execution of Automated Dialogs through the aforementioned channels (the "Parloa Engine"); and a graphical web-based user interface through which Customer can graphically configure, manage and train the Parloa Platform and the Automated Dialogs conducted through it (the "Parloa Frontend").

Customer data is exchanged between Parloa Platform and Customer's systems by directly connecting Customer's systems (possibly with the interposition of its third party service providers or a Parloa service provider) to the Parloa Platform. Parloa will assist Customer in setting up access to the Parloa Platform. If additional fees are charged for the setup by the Customer's third party service providers, these shall be borne by the Customer. The integration of Parloa's service providers shall take place without additional fees. 

Parloa uses the services of external service providers to provide the functions of the Platform, including Tenios GmbH to provide the Telephone channel and the Dialogflow service from Google and/or the Azure Cognitive Services service from Microsoft to provide all channels (the "Parloa Service Providers"). Parloa shall be entitled to use other third parties to provide the functions of the Parloa Platform or to have the services provided by Parloa Service Providers provided by other third parties, "Third Party" being anyone other than Parloa and Customer. Parloa's obligation to ensure compliance with the obligations under the User Agreement, in particular the provisions of data protection law, by the Parloa service provider used or other third parties remains unaffected. Further third parties involved by Parloa after the conclusion of the contract with the Customer shall be deemed to be Parloa service providers under the contract documents.  
Parloa shall make the functions of the Parloa Platform available to the Customer in accordance with and to the extent of the User Agreement and the other Contractual Documents. 

Use of the Parloa platform by the customer 

The customer may use the access to the Parloa platform exclusively by himself. The Customer undertakes to take appropriate security precautions to ensure that access to the Parloa Platform is not used by unauthorized persons. Such security precautions include, in particular, the use of a secure password. 
Customer shall ensure that the third party service providers used by it, which are to be (indirectly) connected to the Parloa Platform, provide all information required for this purpose and provide Parloa with all reasonable cooperation in this regard. 

Customer shall be responsible for ensuring that the materials, information and customer data provided to Parloa do not violate any legal provisions or the rights of third parties and shall indemnify Parloa against any claims by third parties in this regard and other damages, including the reasonable costs of legal defense. This also applies with regard to effective declarations of consent by end customers, insofar as these are necessary for data collection and data processing carried out with the help of the Parloa platform.
Parloa shall not be liable for establishing and maintaining the data connection between Customer's IT systems (or its third party service providers), in particular Customer's respective contact center, and the Delivery Point. "Handover Point" means the router exit of Parloa's data center or its subcontractor through whose server the Parloa Platform is operated. Parloa shall not be responsible for any malfunctions beyond the Delivery Point, except for the involvement of Parloa's service providers and the IT systems operated by them. The Customer is responsible for the procurement and maintenance of the hardware and connections to public telecommunications networks required by it. The costs of setting up the online connection and maintaining it on the customer's side shall be borne by the customer. Parloa shall not be liable for the security, confidentiality or integrity of data communication conducted via third party communication networks (to the extent that they do not act as Parloa service providers). Parloa is also not liable for disruptions in data transmission caused by technical errors or configuration problems on the part of the customer.

Customer agrees that Parloa may disclose the fact of the cooperation between Parloa and Customer for marketing purposes in advertising materials (e.g. in the context of presentations) as well as on Parloa's website and in this context may also use Customer's name and company logo (also to the extent that this is protected by trademarks or other marks); other disclosures (e.g. in the context of press releases and case studies) require the separate prior consent of Customer. The customer may revoke a consent once granted at any time in text form (e-mail is sufficient) with effect for the future. 

Operation and changes of the Parloa platform 

Parloa endeavors to ensure that the Parloa Platform is always state of the art. Parloa is entitled to regularly perform and/or introduce updates, new versions or upgrades of the Parloa Platform (hereinafter uniformly referred to as "Updates") in order to adapt the Parloa Platform to new technical or business needs, to implement new functions or to make changes to existing functionalities of the Parloa Platform. The SLA shall govern further details. If and to the extent that an Update significantly restricts the suitability of the Parloa Platform for use as agreed with Customer under the User Agreement (such Update hereinafter referred to as a "Material Change"), Parloa shall notify Customer in text form of the introduction of the Material Change no later than four (4) weeks before it takes effect (a "Change Notice"). If Customer does not object to the Material Change with a notice period of two (2) weeks from receipt of the Change Notice in text form (the "Objection Notice"), the Material Change shall become part of the contract of use concluded with Customer. Parloa shall inform Customer with each Amendment Notice about its rights under Section 4.2, in particular (i) the right to object, (ii) the period of time provided for this purpose and (iii) the legal consequences of an objection to the Material Amendment not declared in due time. 

If Customer objects to the Material Modification, Parloa shall continue to make the Parloa Platform available to Customer for use without the Material Modification, unless this is not possible for technical or business organization reasons or is unreasonable for Parloa. In this case, Customer shall have the right to terminate the User Agreement extraordinarily for good cause within a period of four (4) weeks (the "Exercise Period"). If the Customer does not exercise its right of termination, the Material Change shall become an integral part of the User Agreement concluded with the Customer. The Exercise Period shall commence as soon as Parloa has informed Customer in text form about (i) the discontinuance of the License Agreement without the Material Modification, (ii) the special termination right and (iii) the legal consequences of the expiration of the Exercise Period.

Professional Services

Unter dem Nutzungsvertrag können zusätzliche Beratungs- und Unterstützungsleistungen, (z.B. zum Test der Parloa Plattform für die Zwecke des Kunden) vereinbart werden, die Parloa selbst oder durch Parloa Dienstleister gegenüber dem Kunden erbringt („Professional Services“). Art und Umfang der gebuchten Professional Services sowie der ausführende Dienstleister ergeben sich aus dem Nutzungsvertrag bzw. einer entsprechenden Ergänzungsvereinbarung. Parloa wird die abgerufenen Professional Services zeitlich erfassen und den Kunden bei Ausschöpfung der gebuchten Professional Services entsprechend informieren. Erbrachte Professional Services werden durch Parloa auf Aufforderung nachgewiesen; im Streitfall gilt die Zeiterfassung von Parloa als korrekt, soweit nicht durch rechtskräftiges Urteil die Unrichtigkeit festgestellt ist. Parloa kann Zeit und den Ort der Professional Services, soweit nicht ausdrücklich abweichend vereinbart, nach freiem Ermessen einseitig festlegen. Ein „Personentag“ ist ein 8-Stunden-Arbeitstag, unabhängig davon, durch wie viele durch Parloa (bzw. durch den Parloa Dienstleister) eingesetzte Personen diese 8 Stunden geleistet werden (d.h. eine Person à 8 Stunden; zwei Personen à 4 Stunden; eine Person à 5 Stunden und eine Person à 3 Stunden; etc.).

Variable remuneration; definitions; billing

In addition to the fixed monthly compensation agreed with Parloa, Customer shall owe a variable compensation based on the channels used by Customer and the interactions of Customer's end customers with the Parloa Platform. The details are governed by the user agreement concluded with the Customer. 
Definitions: 

"ASR", Automatic Speech Recognition; means the technical adaptation of speech analysis in the form of automatic interpretation of human speech. Automatic Speech Recognition includes the recognition of speech, keywords and phrases and their meaning as well as the identification of a speaker for security-related functions such as access authorization or authorization;
"NLU", Natural Language Understanding; refers to systems where users can interact with the computer natural human language. NLU programs extract an intent from questions and complete sentences and put them into a technical format;
"TTS", text-to-speech, conversion of text to spoken language; refers to speech processing in which text is converted to speech. These are speech synthesis systems that produce a synthetic output from a text that is intended to sound intelligible and natural
Parloa will inform the Customer, no later than 30 days after the end of a month, of the variable compensation accrued for the previous month and the calculation parameters (conversations, interactions, minutes, letters, etc.) (collectively, the "Calculation Units") underlying the respective channel (the "Monthly Report"). The Calculation Units are recorded automatically by the Platform. Objections to a Monthly Report shall be submitted by Customer to Parloa in text form within 14 days of receipt of the relevant Monthly Report (the "Objection Period"), stating the reason for the objection. Parloa and Customer shall endeavor to reach an amicable agreement in the event of Customer's objections; if such agreement is not reached, the Monthly Report shall be deemed to be correct, unless the incorrectness has been established by a legally binding judgment. Upon expiration of the objection period, a Monthly Report and all calculation units contained therein shall be deemed accepted by the Customer.

Time limits and deadlines

Parloa will provide the services owed in connection with the provision of the Parloa Platform within a reasonable period of time. The dates for the provision of services specified by Parloa in the User Agreement or other documents used for the performance of the contract are non-binding planned dates. These dates shall only be considered binding performance dates (hereinafter "Binding Performance Dates") if they are expressly designated as Binding Performance Dates.
Insofar as Binding Performance Dates have been agreed and Parloa is in default, Customer shall provide for a reasonable grace period, which shall generally not be less than four (4) weeks. 

Remuneration and Terms of Payment 

The remuneration agreed between the Customer and Parloa for the use of the Parloa Platform and the respective payment terms are set forth in the User Agreement.
All fees and prices stated by Parloa are net prices plus statutory value added tax. Invoice amounts issued are payable within 14 days of receipt of the invoice by the customer without deduction.

Warranty for defects of quality and title 

Parloa warrants that the Parloa platform, when used in accordance with the contract, will comply with the agreed scope of services and will not be afflicted with any defects in quality or title (hereinafter "defects") that more than insignificantly impair the suitability of the Parloa platform for the contractually agreed use. Insignificant deviations from the service description agreed with the Customer under the User Agreement shall not be deemed to be Defects.
The Customer is obligated to notify Parloa immediately of any defects that occur. Parloa shall remedy any defects in the Parloa Platform that have occurred and have been duly reported within a reasonable period of time. The details are regulated in the SLA. 
The Customer shall grant Parloa a period of four (4) weeks for the elimination of material defects. Prior to the expiration of this period, an extraordinary termination pursuant to Section 14.2 below or Section 543 (2) sentence 1 no. 1 BGB (German Civil Code) due to failure to provide the contractual use is excluded. Any other rights of the Customer under the SLA and these GTC in the event of material defects shall remain unaffected.   

Liability

Parloa merely enables the Customer via the Parloa Platform to technically design and automatically conduct dialogs between the Customer and its end customers. Parloa is not liable for the content of the dialogs designed by the customer or for the fact that the dialogs carried out via the Parloa platform achieve an actual or economic success. The strict liability according to § 536 a para. 1 BGB (German Civil Code) for defects of the Parloa Platform already existing at the time of the conclusion of the contract is excluded, unless the defect concerns a feature of the Parloa Platform guaranteed to the Customer. In providing the Professional Services, Parloa will act as the Customer's service provider and will perform the Professional Services in accordance with standards customary in the industry (or have them performed by its service partners). Parloa is not responsible for the occurrence of any expected result or any economic success. 
Parloa shall be liable for damages in the event of (i) intent or gross negligence on the part of Parloa or its legal representatives or vicarious agents, (ii) negligent breach of such contractual obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely (so-called cardinal obligations), by Parloa or its legal representatives or vicarious agents, but limited to typical damages which were foreseeable at the time of the conclusion of the User Agreement, or (iii) negligence by Parloa or its legal representatives or vicarious agents causing injury to life, body or health, (iv) or a mandatory legal liability of Parloa. 

Any contributory negligence on the part of the customer shall be taken into account. In particular, Parloa shall only be liable for the recovery of data to the extent that Customer has taken all necessary and reasonable data backup precautions and has ensured that the data can be reconstructed with reasonable effort from data material that is kept available in machine-readable form. The Customer's attention is drawn to the obligations to cooperate specified in more detail under the SLA. 

This liability provision is conclusive. It shall apply with regard to all claims for damages, irrespective of their legal basis, in particular also with regard to pre-contractual or ancillary contractual claims. It also applies in favor of Parloa's legal representatives and vicarious agents if claims are asserted directly against them. 

Customer is obligated to immediately notify Parloa in writing of any damage within the meaning of the above liability provisions or to have Parloa record such damage so that Parloa is informed as early as possible and can possibly still mitigate the damage together with Customer.

Limitation

Claims of the customer based on the violation of an obligation not consisting in a defect shall become statute-barred within one year beginning with the accrual of the claim, unless there is intent or gross negligence. This shall not apply if the damage in question suffered by the Customer is personal injury. Claims for personal injury shall become time-barred within the statutory period of limitation.
Withdrawal or reduction shall be ineffective if the claim for performance or the customer's claim for subsequent performance is time-barred.

Rights of use

The software on which the Parloa platform is based is protected by copyright. The sole owner of all intellectual and industrial property rights is Parloa. Parloa guarantees that the general operation of the Parloa platform is legally permissible, does not violate any laws, regulations or guidelines and, in particular, does not violate any rights of third parties. Parloa undertakes to indemnify Customer against justified claims of third parties due to the operation of the Parloa Platform and to compensate Customer for any damage incurred in this context (including reasonable costs of legal defense) in accordance with clause 9.

The customer is granted the non-transferable, non-exclusive right, limited in time to the duration of the license agreement, to use the functionalities of the Parloa platform via the Internet for the contractually agreed use under the license agreement. The customer does not receive any further rights. Unless otherwise agreed in the usage contract, the customer is in particular not entitled to have the Parloa platform used by third parties or to make it accessible to third parties, with the exception of third-party service providers.

Data control; data storage and deletion / data protection

The parties shall observe the relevant data protection regulations. Within the scope of the provision and operation of the Parloa Platform, Parloa shall act as a processor within the meaning of Art. 28 EU-DSGVO or § 62 BDSG with respect to personal (customer) data of the Customer. The details are governed by a commissioned data processing agreement that complies with the legal requirements. 

The dialog histories with the Customer's end customers resulting from the use of the Platform may be stored by Parloa and are available for retrieval by the Customer in accordance with the configuration made by the Customer in the Parloa front end. In addition, the platform can automatically make changes to the customer data stored in the customer's systems when interacting with the end customer. Furthermore, Parloa stores the call frequency of dialog components to improve the experience for end customers. Parloa does not have any custodial or safekeeping obligations with respect to the Customer Data collected and processed through the use of the Platform beyond what is necessary for the use of the Parloa Platform. The Customer itself is responsible for compliance with any commercial or tax law retention obligations.

Customer shall be responsible for and shall ensure that for Customer Data collected and processed through the interaction of Customer's End Customers with the Parloa Platform, all legal requirements for the processing of personal data are complied with, in particular that End Customers have validly consented to the use of Customer Data to the extent necessary for Parloa to fulfill its obligations to Customer under the User Agreement. Customer shall promptly notify Parloa of any revocation of consent by an End Customer with respect to Customer Data.
Customer is the owner of the Customer Data provided to Parloa and collected through the Parloa Platform. Parloa is not entitled to use Customer Data for purposes outside the performance of the User Agreement. Parloa may use dialogue histories to analyze Parloa Platform usage.

Customer shall indemnify Parloa upon first request against all claims by third parties, in particular by end users or public authorities, and/or hold Parloa harmless from damages and costs incurred in connection with any data processing that is unlawful or incorrect under the applicable legal provisions for the protection of personal data, unless Parloa is responsible for the damage and/or the violation of law.

Set-off, retention; reduction

The Customer has a right of set-off, reduction and/or a right of retention against Parloa only if its counterclaims have been legally established, are undisputed or have been acknowledged by Parloa. 
Furthermore, the customer may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
The Customer's right to reclaim remuneration not actually owed shall remain unaffected by the restriction of clause 13.1.

Term, Termination

The term of the usage agreement and the period for ordinary termination shall be governed by the agreements made under the usage agreement.  
The right to extraordinary termination of this license agreement for good cause shall remain unaffected. Good cause shall be deemed to exist for the other contracting party in particular if:
one of the parties seriously violates its contractual obligations and therefore the other party can no longer be expected to adhere to the contract;
the Customer is more than two (2) months in arrears with the payment of due user fees or other remuneration, even after the expiry of a reasonable period of time set by Parloa to remedy the situation;
insolvency proceedings are applied for, opened or rejected with respect to all or part of the assets of one of the parties;
one of the Parties is subject to a ground for insolvency within the meaning of Sections 17 - 19 InsO;
the financial circumstances of one of the parties deteriorate to such an extent that proper performance of the contract can no longer be expected, even if there is no reason for insolvency within the meaning of Sections 17 - 19 InsO.
Any termination must be in writing. 

Confidentiality

The parties undertake to keep confidential for an unlimited period of time all confidential information of which they become aware within the framework of the contractual relationship and which has already been obtained, and not to disclose it or use it in any other way unless this is necessary to achieve the purpose of the contract. Confidential information shall be all information and documents of the parties which are marked as confidential or which are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relations, other trade and business secrets, know-how, all work results as well as Parloa's business model.
Excluded from the obligation is such confidential information which was demonstrably already known to the respective other party at the time of the initiation of the usage agreement or which subsequently becomes known from a third party without violating a confidentiality agreement, statutory provisions or official orders; which was publicly known insofar as this is not based on a violation of this agreement;
which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the party obligated to disclose shall notify the other party in advance in this case and give it the opportunity to take action against the disclosure. 
Any disclosure of Confidential Information to third parties, with the exception of disclosure to third-party service providers or Parloa service providers, shall require the express written consent of the respective other party, unless other provisions are expressly made in the User Agreement.
The parties shall ensure by means of suitable contractual agreements that the employees and contractors working for them also refrain from any use or disclosure of confidential information of their own for an unlimited period of time. The parties shall disclose confidential information to employees and contractors only to the extent that they need to know the information for the performance of this Agreement.
Customer agrees not to allow third parties to access the Parloa Platform nor to present the Parloa Platform and its functionalities to such third parties.

Confidentiality

The parties undertake to keep confidential for an unlimited period of time all confidential information of which they become aware within the framework of the contractual relationship and which has already been obtained, and not to disclose it or use it in any other way unless this is necessary to achieve the purpose of the contract. Confidential information shall be all information and documents of the parties which are marked as confidential or which are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relations, other trade and business secrets, know-how, all work results as well as Parloa's business model.
Excluded from the obligation is such confidential information which was demonstrably already known to the respective other party at the time of the initiation of the usage agreement or which subsequently becomes known from a third party without violating a confidentiality agreement, statutory provisions or official orders; which was publicly known insofar as this is not based on a violation of this agreement;
which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the party obligated to disclose shall notify the other party in advance in this case and give it the opportunity to take action against the disclosure. 
Any disclosure of Confidential Information to third parties, with the exception of disclosure to third-party service providers or Parloa service providers, shall require the express written consent of the respective other party, unless other provisions are expressly made in the User Agreement.
The parties shall ensure by means of suitable contractual agreements that the employees and contractors working for them also refrain from any use or disclosure of confidential information of their own for an unlimited period of time. The parties shall disclose confidential information to employees and contractors only to the extent that they need to know the information for the performance of this Agreement.
Customer agrees not to allow third parties to access the Parloa Platform nor to present the Parloa Platform and its functionalities to such third parties.