General Terms and Conditions of TalkyPage
VRtual X GmbH, Hegestraße 40, 20251 Hamburg, Deutschland (hereinafter "TalkyPage")
1. Scope
1.1 These terms apply to the use of TalkyPage by entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter "Customer"). Consumers cannot commission TalkyPage.
1.2 Deviating terms of the Customer do not apply, even if TalkyPage does not object to them.
2. Services
2.1 TalkyPage provides a speaking AI assistant that the Customer embeds on its websites, together with a customer area for setting it up. The assistant reads the Customer's websites and the knowledge the Customer stores, and uses them to answer visitors' questions.
2.2 The assistant is based on language models. Its answers may be incomplete or incorrect. It does not make any binding commitments, offers or statements on behalf of the Customer; prices, appointments and commitments only apply once the Customer confirms them. The Customer points this out in a suitable manner, for example in its privacy policy or near the assistant.
2.3 TalkyPage endeavours to ensure high availability but does not owe any specific availability. Maintenance work is carried out outside normal business hours where possible.
2.4 TalkyPage may change the AI providers and models used, provided that the privacy tier chosen by the Customer is maintained (DPA clause 6).
3. Obligations of the Customer
3.1 The Customer ensures that it is entitled to operate the websites on which it embeds the assistant. In the preview of TalkyPage (a website with the assistant at an address of TalkyPage, before anything is embedded) the Customer shows only websites that belong to it or for which it has the permission of their operator, and passes access to the preview only to persons to whom it may show the website.
3.2 The Customer informs the visitors of its websites about the assistant in its privacy policy. TalkyPage provides a text module for this purpose.
3.3 The Customer does not upload any knowledge or documents whose use infringes the rights of third parties, and no data of patients, clients or customers. The assistant may tell every visitor anything the Customer stores.
3.4 For every website, the Customer chooses a protection profile before it goes live, namely the one that fits its offer and its visitors; "No protection profile" is a choice. TalkyPage describes every profile in the customer area: which additional rules the assistant follows and which settings it sets. The Customer makes the choice and is responsible for it. A protection profile reduces risks but replaces neither advice in the individual case nor any duty that lies with the Customer itself.
3.5 The Customer keeps its access credentials secret and notifies TalkyPage without undue delay if it suspects misuse.
4. Plans, Prices, Credit and Payment
4.1 Conversations, reading the website and maintaining the knowledge are charged according to usage: the costs of the AI provider plus a surcharge, the amount of which is stated in the customer area. The costs of each conversation and each operation are shown in the customer area. They are paid from credit, first from the plan's monthly credit (clause 4.5), then from purchased credit.
4.2 The Customer pays for its plan and credit by credit card or PayPal via the payment service provider Stripe. The plan is charged in advance, monthly or yearly depending on its term; purchased credit is charged on purchase. The Customer enters its payment details directly with Stripe; TalkyPage does not receive card numbers. The Customer may also order a yearly plan against invoice; TalkyPage activates it after issuing the invoice or, at its discretion, only after receipt of payment. A Customer paying against invoice also purchases credit against invoice. Invoices are payable within 14 days without deduction. All prices are exclusive of statutory VAT.
4.3 Without credit, the assistant does not appear on the Customer's websites. Ongoing conversations end when the credit is used up.
4.4 Purchased credit does not expire. Upon termination of the contract, unused credit is not refunded, unless TalkyPage terminates the contract without good cause for which the Customer is responsible.
4.5 The Customer books a plan with a monthly or yearly term. The services, price and monthly credit of each plan are shown in the customer area when ordering. The price at which the Customer ordered applies until it changes or cancels the plan. Every plan includes credit each month (monthly credit), including plans with a yearly term. The billing month begins on the day of the order or, against invoice, on the day of activation, and recurs monthly from that day. Unused monthly credit expires at the end of the billing month; it is neither paid out nor carried over to the next month.
4.6 The Customer may change its plan in the customer area. A higher plan applies immediately; what has already been paid for the previous plan is credited pro rata, and the monthly credit of the current billing month increases by the difference. A lower plan applies from the end of the current term. With the change, the then current price of the new plan applies.
4.7 If a payment due is not made, for example because a charge fails, TalkyPage notifies the Customer. If payment has still not been made 14 days later, TalkyPage switches the Customer's websites to preview; as soon as payment has been received, they go live again. Further rights of TalkyPage remain unaffected.
5. Term and Termination
5.1 The contract runs for an indefinite period. A plan runs for one month or one year and renews for the same term unless it is cancelled. The Customer may cancel a monthly plan to the end of the current billing month and a yearly plan up to 14 days before renewal, in each case in the customer area or in text form. TalkyPage may cancel a plan in text form with one month's notice to the end of its term. When the plan ends, the Customer's websites are switched to preview. Without a booked plan, either party may terminate the contract in text form with one month's notice to the end of a month.
5.2 The right to extraordinary termination for good cause remains unaffected. Good cause for TalkyPage exists in particular if the Customer uses the assistant for unlawful purposes.
5.3 After the end of the contract, the Customer can export its data for 30 days; thereafter it is deleted (DPA clause 11).
6. Liability
6.1 TalkyPage has unlimited liability for intent and gross negligence, for injury to life, body and health, and under the German Product Liability Act (Produkthaftungsgesetz).
6.2 In the event of a slightly negligent breach of an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, and at most to the total fees of the last twelve months. Otherwise, liability for slight negligence is excluded.
6.3 TalkyPage is not liable for damage arising from the Customer or visitors relying on the assistant's answers without checking them (clause 2.2), unless clause 6.1 applies.
7. Data Protection
TalkyPage processes visitors' data on behalf of the Customer in accordance with the data processing agreement (DPA). The TalkyPage privacy policy applies to the Customer's own data (accounts, invoices).
8. Changes
TalkyPage may amend these terms with effect for the future. A new version is communicated to the Customer at least 30 days before it takes effect, in the customer area and by email. If the Customer does not accept it within this period, TalkyPage may switch the Customer's websites to preview; the Customer may terminate the contract with effect from the date the new version takes effect.
9. Final Provisions
9.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
9.2 The place of jurisdiction for all disputes is the registered office of TalkyPage, provided the Customer is a merchant.
9.3 Should any provision be invalid, the remainder of the contract remains valid.