Terms

This is a translation for convenience. Only the German version is legally binding.

§ 1 Scope

(1) These General Terms and Conditions (Terms) of qutee.ai GmbH, Wiesbaden (hereinafter qutee.ai) apply to all offers, contracts and deliveries of goods and services by qutee.ai to businesses (§ 14 German Civil Code, BGB).

(2) Deviating, conflicting or supplementary terms of the customer do not become part of the contract. qutee.ai hereby expressly objects to them.

(3) Where service descriptions, price lists or special terms and conditions (Special Terms) exist, they also become part of the contract in the version valid at the time the contract is concluded.

(4) In the event of contradictions between these Terms and any Special Terms, service descriptions or price lists, the more specific provisions take precedence over these Terms.

§ 2 Conclusion of contract

(1) All offers by qutee.ai and the related documents are non-binding and subject to change. A contract between qutee.ai and the customer is only concluded upon express confirmation, but at the latest when qutee.ai provides the ordered service.

(2) All information on prices and services and any other statements or assurances are only binding if qutee.ai has made or confirmed them in writing.

(3) Changes or additions to the offer or to these Terms made by the customer are deemed a new offer by the customer.

(4) qutee.ai reserves the right to make the provision of the contractual services dependent on a security deposit by the customer.

§ 3 Services of qutee.ai

(1) The scope and nature of the agreed services are determined exclusively by the contract on which the services are based or by the offer accepted by the customer without changes.

(2) Changes to the contractual services must be made in writing.

(3) qutee.ai provides the contractual services on the basis of the technical standard valid at the time the contract is concluded.

(4) qutee.ai is not obliged to adapt its scope of services or to implement technical innovations unless otherwise agreed in writing.

(5) qutee.ai is entitled to provide its services in part or in full through third parties or to have them provided by third parties. qutee.ai’s contractual obligations remain unaffected.

(6) qutee.ai is entitled to make partial deliveries and provide partial services where this is reasonable for the customer.

§ 4 Obligations of the customer

(1) The customer must notify qutee.ai in writing of any change to its contact details and of any change to its company name or business address.

(2) The customer undertakes to keep all access credentials to qutee.ai’s systems strictly confidential and to make them available only to employees who absolutely need them. The customer will inform qutee.ai immediately if it suspects that unauthorised third parties have obtained (or could have obtained) knowledge of the access credentials. Passing access credentials on to unauthorised persons is strictly prohibited.

(3) The customer may not make services provided to it by qutee.ai available to third parties without qutee.ai’s written consent.

(4) Where the customer, with qutee.ai’s written consent, commercially offers services to third parties (as a so-called reseller) that are based wholly (e.g. provision) or partly on a service provided to it by qutee.ai, the customer will in turn contractually impose on the third-party customer obligations comparable to those set out in the contract between the customer and qutee.ai.

(5) The customer undertakes to provide qutee.ai with all information on the third-party customers required to set up and provide the services.

(6) The customer undertakes to notify qutee.ai immediately of any recognisable defects or faults and to support qutee.ai to a reasonable extent in determining their causes and remedying them. If it turns out that the fault is not due to an error by qutee.ai, qutee.ai is entitled to invoice the customer for the effort caused. Claims for damages remain unaffected.

(7) The customer undertakes to obtain the consent of the holders of the lines to which calls are to be forwarded.

§ 5 Dates and deadlines

(1) Dates and deadlines for providing the contractually agreed services are only binding if qutee.ai confirms them in writing. Meeting dates and deadlines requires that the respective order is complete, any approvals have been granted, and payments and other cooperation duties to be provided by the customer have been received by qutee.ai on time.

(2) If the requirements under 5.1 are not met, the deadlines are extended accordingly.

§ 6 Payments, invoicing and billing

(1) The fees payable by the customer to qutee.ai for the services vary depending on the type of service, the agreed pricing model and the current price lists.

(2) The details are set out in the respective contract and in the price lists and pricing models to the extent the contract refers to them, or in the offer accepted by the customer without changes.

(3) All services under the contract are billed monthly unless they are expressly one-off costs or fees (e.g. onboarding fee) or the contract expressly states otherwise. At the start of the service, monthly fees may be charged pro rata for the individual month.

(4) Unless otherwise agreed in writing, invoice amounts are collected by SEPA direct debit within 10 days after the end of the service period for monthly payment, and for one-off fees (e.g. consulting, onboarding) within 10 days after invoicing.

(5) The customer must raise objections to the amount of an invoice in writing without delay, but no later than 8 (eight) weeks after receipt of the invoice. Failure to raise objections in time is deemed approval. Sending the objection in time is sufficient to meet the deadline.

(6) Where the customer is entitled to remuneration under the contractual relationship (reseller), it is generally settled with the customer six weeks after the end of the respective billing month.

(7) The customer may only set off claims of qutee.ai against claims that are undisputed or have been finally established by a court. The customer may only assert a right of retention on the basis of claims that are undisputed, finally established by a court or acknowledged.

(8) If qutee.ai has done everything necessary to provide the service up to the point at which provision is no longer possible due to circumstances for which the customer is responsible, qutee.ai is entitled to invoice the customer for the contractually agreed usage-independent remuneration if the customer does not remedy the situation within a grace period of 10 days set by qutee.ai in writing.

(9) Unless otherwise stated, all fees are net prices.

§ 7 Fault clearance

(1) The customer is aware that, in providing its services, qutee.ai depends on the provision and availability of third-party transmission paths and switching systems over which qutee.ai has no influence. qutee.ai gives no warranty for the constant availability of such telecommunications networks, transmission paths and switching systems.

(2) qutee.ai is obliged to remedy reported or self-identified (technical) faults without culpable delay, provided this lies within its own sphere of control and the faults are not the customer’s responsibility. Otherwise, the obligation to remedy faults is limited to reporting them to the responsible body.

(3) Maintenance, installation and conversion periods at qutee.ai or its technical service providers do not constitute faults in this sense.

§ 8 Right to refuse performance / default

(1) If the customer is in default with its payment obligation (e.g. if the direct debit cannot be collected), qutee.ai is entitled to refuse its performance if the customer has not settled the outstanding amount despite being given a deadline.

(2) Otherwise, qutee.ai may refuse its performance without notice and without observing a deadline if there is a justified suspicion of misuse.

(3) While qutee.ai exercises its right to refuse performance, the customer remains obliged to pay usage-independent fees.

(4) In addition to the statutory default interest, qutee.ai is entitled to charge a flat fee of € 20.00 for reminder or chargeback costs incurred.

(5) The customer remains entitled to prove that qutee.ai has suffered no damage or less damage in the individual case.

§ 9 Force majeure

(1) In the event of force majeure, qutee.ai is released from its obligation to perform and from its liability. Force majeure means unforeseeable events and events beyond the control of the contracting parties (e.g. industrial action).

(2) If the force majeure has lasted longer than one month, each party has the right to terminate the part of the contract that has not yet been fulfilled. Compensation for any losses is excluded.

(3) Both parties are obliged to mitigate the consequences of force majeure as far as possible.

§ 10 Liability

(1) In the event of a slightly negligent breach of duty, qutee.ai is only liable for breaches of material contractual obligations. A material contractual obligation is one whose fulfilment makes the proper performance of the contract possible in the first place, whose breach jeopardises the achievement of the purpose of the contract, or on whose observance the customer regularly relies. Liability for all property damage and financial losses arising during the term of the contract due to breaches of material contractual obligations is limited in total to compensation for the typical, foreseeable damage, which as a rule does not exceed the sum of the net fees payable by the customer over the entire term (contract value) (overall limit); for a contract value below EUR 12,500.00 net, the overall limit is EUR 12,500.00.

(2) In the event of slight negligence, qutee.ai is only liable for the loss of data under the conditions and to the extent set out in 10.1 if the customer has backed up its data in a suitable form at intervals appropriate to the respective application so that it can be restored with reasonable effort.

(3) The above limitations of liability do not apply in cases of intent, fraudulent intent or gross negligence, in cases of injury to life, body or health, or under the provisions of the German Product Liability Act.

(4) qutee.ai’s strict liability for damages (§ 536a BGB) for defects existing at the time the contract is concluded is excluded.

(5) Indirect and consequential damages are not compensated.

(6) qutee.ai gives no warranty and accepts no liability for faults caused by interventions, the technical equipment, a faulty connection of the customer or third parties, or faulty or improper operation by the customer or a third party, unless they are due to fault on the part of qutee.ai.

(7) If claims are asserted against one party due to circumstances within the other party’s area of responsibility, the responsible party indemnifies the other party against all such claims asserted by third parties, provided the party against whom the claim is asserted informs the responsible party immediately and leaves the conduct of negotiations and proceedings to it. In addition, the responsible party compensates the other party for all direct damages and expenses incurred in this connection.

(8) For damaging events over which qutee.ai has no influence (e.g. faults in the network operators’ transmission paths), qutee.ai is only liable to the customer to the extent that any existing claims for damages are assigned to the customer; where there are several injured parties, the pro rata claim is assigned. The customer accepts this assignment. To that extent, this assignment releases qutee.ai from liability towards the customer.

(9) The limitations in the preceding paragraphs also apply in favour of qutee.ai’s legal representatives and vicarious agents where claims are asserted directly against them.

(10) Liability under mandatory statutory provisions remains unaffected.

§ 11 Limitation period

(1) The customer’s claims become time-barred twelve months after the customer becomes aware of them, but no later than 36 months after the time at which the respective service was provided or the respective breach of duty was committed.

(2) The statutory limitation provisions for intentional and grossly negligent acts, for claims for injury to life, body or health, for fraudulent misrepresentation and for claims under the German Product Liability Act remain unaffected.

§ 12 Term and termination

(1) Unless otherwise agreed in writing, the contract is concluded for an indefinite period and may be terminated by either party at any time with four weeks’ notice to the end of a month.

(2) Where a minimum term of 12 months has been agreed, either party may terminate the contract with four weeks’ notice to the end of the respective term. If the contract is not terminated, it is automatically extended by a further 12 months.

(3) If the service is provided for several devices and/or locations of the customer, the contract begins individually for each device or location when it is provided.

(4) Either party may terminate the contractual relationship for good cause without notice on the grounds provided by law.

(5) Good cause for qutee.ai includes in particular:
a) substantially contract-breaching conduct by the customer or misuse of the systems provided which is not stopped despite a written warning with a reasonable deadline,
b) the customer’s default in paying fees over a period of more than two months,
c) the customer’s insolvency or over-indebtedness, the opening of insolvency proceedings over the assets of the customer or of its sole personally liable partner, or the rejection of an insolvency petition over the customer’s assets for lack of assets,
d) continued breach by the customer of obligations under this contract, in particular of the obligations to refrain under § 13, despite an unsuccessful deadline and warning by qutee.ai.

(6) If qutee.ai is in default with the provision of a contractual service, the customer is only entitled to terminate the contract if qutee.ai does not meet a reasonable grace period set by the customer in writing.

(7) Claims for damages by the customer (e.g. due to ongoing advertising of service numbers) resulting from a validly exercised termination are excluded.

(8) Every termination must be made in writing.

(9) If customer data is stored on the storage space provided to the customer at the time of termination, the customer is obliged to save it to its own storage media no later than the date on which the termination takes effect.

§ 13 Intellectual property rights

(1) Where necessary for the performance of the contract, qutee.ai grants the customer a simple right of use in the subject matter of the service, limited to the purpose and term of the contract.

(2) Beyond that, this contract does not include any transfer or grant of rights or licences to intellectual property.

(3) The customer undertakes to refrain from any use in business dealings of qutee.ai’s trademarks, business names or other product names.

(4) The customer further undertakes not to take over any content of qutee.ai’s websites or interfaces, for example in the form of screenshots, logos, graphics, texts, photos or web designs.

(5) In the event of a breach of the above obligations to refrain, the customer undertakes to pay qutee.ai an appropriate contractual penalty, the amount of which is determined by qutee.ai at its reasonable discretion and can be reviewed by a court in the event of a dispute about its appropriateness.

§ 14 Data protection, data security and confidentiality

(1) qutee.ai provides its services exclusively in compliance with data protection provisions, in particular on the basis of the German Federal Data Protection Act (BDSG), the General Data Protection Regulation (GDPR) and the German Telecommunications Act (TKG). The customer has no claim to be provided with certain information if providing it would violate applicable data protection law.

(2) If the customer instructs qutee.ai to create or keep unabridged itemised call records, the customer undertakes to inform all affected users of the services provided to it by qutee.ai without delay, in compliance with all data protection requirements and co-determination rules.

(3) The parties undertake to maintain confidentiality about confidential information concerning the other party and to use it only for carrying out the cooperation and the purpose pursued with it.

(4) “Confidential information” means all information and documents from and about the sphere of the other party that come to the knowledge of the customer or qutee.ai, in particular those about business transactions and/or other copyright-protected materials. In addition, confidential information of each party includes information recognisable as confidential by its nature. The confidentiality obligation does not apply to information that was already lawfully known to the other party without a confidentiality obligation when the contract was concluded, was published and/or was expressly released for disclosure.

(5) If confidential information is disclosed to a contracting party by a third party, it must notify the other contracting party of this in writing. The contracting parties will not use such information without the consent of the other contracting party.

(6) Where the customer transmits data to qutee.ai, the customer makes backup copies beforehand. The customer bears sole responsibility, including for third-party claims, for data it has provided to qutee.ai.

(7) qutee.ai accepts no liability in the event of data loss. To that extent, the transport is at the customer’s risk.

(8) Should it become necessary to restore data, the customer does so at its own expense. qutee.ai accepts no liability for data losses resulting from the customer not having carried out a backup or having carried out an incomplete or unsuitable backup.

(9) qutee.ai deletes customer data at the customer’s request, but only to the extent legally permissible and provided there are no significant objections.

§ 15 Changes

(1) qutee.ai is entitled at any time to change or supplement these Terms and any Special Terms, service descriptions and price lists at its reasonable discretion, subject to an appropriate notice period. The reasonableness of the changes for the customer must be taken into account in this discretionary decision.

(2) The customer will be notified of a change in writing by letter or email one month before it takes effect. If the customer does not object to the changed terms in writing within 4 weeks of receiving the notice of change, the announced changes take effect.

(3) Sending the objection in time is sufficient to meet the deadline. If the customer objects in time, the contract continues in its previous form; however, qutee.ai is entitled to terminate the contract without notice with effect from the next end of a month.

(4) In the event of cost changes in the telecommunications and IT industry, in particular for special network access and interconnections, qutee.ai reserves the right to increase or reduce the part of the agreed prices that depends on these costs in line with the actual cost changes. The change takes effect on the first day of the month following receipt of the notice of change by the customer.

§ 16 Transfer of rights and obligations

(1) qutee.ai is entitled to transfer some or all of its rights and obligations under any contract, in whole or in part, to a third party. Where all rights and obligations are transferred in full, the acquiring third party takes qutee.ai’s place in the contract concluded between the customer and qutee.ai.

(2) The customer may only transfer rights and obligations under a contract with qutee.ai’s prior written consent.

§ 17 Final provisions

(1) There are no oral side agreements. Changes to the contract must be made in writing and are only effective if signed by both contracting parties. The same applies to waiving this written-form requirement.

(2) qutee.ai is entitled to discontinue the offer in whole or in part due to a change in the legal situation.

(3) Should these Terms or a contract concluded between the parties be incomplete or individual provisions be or become unenforceable or invalid, the remainder remains valid. The unenforceable provision is replaced by a provision whose effect comes closest to the economic objective intended by the contracting parties. Beyond that, the content of the contract is governed by the statutory provisions.

(4) Contracts concluded on the basis of these Terms and any claims of whatever kind arising from them are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and excluding German private international law.

(5) Unless mandatory statutory provisions prevent it, Wiesbaden is agreed as the exclusive place of jurisdiction for all disputes relating to legal relationships to which these Terms apply.

All changes · For a signed copy as PDF, email [email protected].