General Terms and Conditions (AGB) for Deepslate Voice AI Platform

1. Preamble, Scope & Individual Agreements

1.1 Preamble & Identity

Deepslate (hereinafter referred to as the "Provider") develops and operates a proprietary, European Speech-to-Speech Artificial Intelligence model ("Deepslate Model"). Engineered and hosted in Germany, the Provider’s technology focuses on data sovereignty, security, and ultra-low latency.

1.2 Scope of these Terms

These General Terms and Conditions (the "Standard Terms") govern the use of the "Deepslate Console" and the "Deepslate Voice AI Platform" by commercial customers ("Customer"). They define the standard service parameters, including the "as is" availability and the standard data protection commitments.

1.3 Individual Agreements & Enterprise Solutions

The Provider recognizes that enterprise use cases may require tailored service levels or specific contractual frameworks.

• (a) Custom SLAs & Terms: Deviations from these Standard Terms, such as Service Level Agreements (SLAs), dedicated hosting environments, on-premise hosting, or specific Data Processing Agreement (DPA) amendments, are available upon request and require a separate written agreement ("Enterprise Agreement").
• (b) Contact: Customers interested in such individual agreements should contact the Provider directly at info@deepslate.eu.
• (c) Precedence: In the event of a conflict between these Standard Terms and a signed Enterprise Agreement, the provisions of the Enterprise Agreement shall prevail.

1.4 Exclusion of Consumers

The offer is directed exclusively at entrepreneurs (§ 14 BGB). By registering for the Deepslate Platform, the Customer confirms that they are acting in the exercise of their commercial or independent professional activity.

2. Registration, Account & Security

2.1 Account Creation and Authority

In order to access the Deepslate Platform, the Customer must register and create a master account ("Organization Account"). The individual registering on behalf of the Customer represents and warrants that they have the necessary authority to legally bind the entity (e.g., the company or organization) to these Terms of Service.

2.2 Authorized Users and Roles

The Customer may grant access to the Deepslate Platform to its employees or independent contractors ("Authorized Users"). The Platform may allow the assignment of different roles and access privileges (e.g., "Administrator," "Developer"). The Customer is solely responsible for:

• (a) ensuring that all Authorized Users comply with these Terms of Service;
• (b) managing the access rights and permissions of its Authorized Users; and
• (c) immediately revoking access for users who are no longer authorized (e.g., employees who have left the company).

2.3 Account Security and Incident Reporting

The Customer is responsible for maintaining the confidentiality and security of all login credentials (usernames, passwords, API keys) associated with the Organization Account. The Customer agrees to use strong, secure passwords and to keep all API keys strictly confidential.

The Customer must immediately notify the Provider via email at security@deepslate.eu of any unauthorized use of its account, loss of credentials, or any other known or suspected breach of security. The Provider shall not be liable for any loss or damage arising from the Customer’s failure to comply with these security obligations.

2.4 Attribution of Activities

Any activity that occurs under the Customer’s account (including actions taken by Authorized Users or via API keys) shall be deemed to be the activity of the Customer. The Customer accepts full liability for all actions performed and costs incurred through its account, regardless of whether such actions were explicitly authorized by the Customer, unless the unauthorized access was caused by a security breach on the part of the Provider.

3. Scope of Services & Availability

3.1 Provision of Services

The Provider grants the Customer access to the Deepslate Platform and the underlying Deepslate Voice AI Model via the internet (Software-as-a-Service). The specific features, tools, and functionalities available to the Customer depend on the selected subscription plan as described in the service documentation.

3.2 Availability ("As Is" Basis)

The Services are provided on an "as is" and "as available" basis.

• (a) No SLA: The Provider does not offer a Service Level Agreement (SLA) guaranteeing specific uptime percentages or response times. While the Provider strives to maintain high availability and reliability ("commercially reasonable efforts"), the Provider does not warrant that the Services will be uninterrupted, error-free, or completely secure at all times.
• (b) Maintenance: The Provider reserves the right to temporarily suspend access to the Platform for maintenance, repairs, or upgrades. The Provider will endeavor to notify the Customer in advance of scheduled maintenance that may significantly impact service availability.

3.3 Third-Party Telephony (Bring Your Own Carrier)

The Deepslate Platform acts as a Voice AI processing layer. It does not provide telephone numbers, SIP trunking services, or public switched telephone network (PSTN) access.

• (a) Customer Responsibility: To enable telephony features (inbound/outbound calls), the Customer must procure and maintain a valid SIP Trunking service and phone numbers from a third-party provider (e.g., Sipgate, Twilio). The Customer is solely responsible for integrating these services into the Deepslate Platform by providing valid SIP credentials.
• (b) Third-Party Costs: Any fees, connection charges, or contracts associated with the third-party telephony provider are the sole responsibility of the Customer.
• (c) No Liability for Carriers: The Provider assumes no liability for the availability, quality, or functionality of the third-party telecommunications service. If the Customer’s SIP provider experiences downtime, this does not constitute a defect of the Deepslate Service.

3.4 Nature of Speech-to-Speech Technology

The Customer acknowledges that the Deepslate Model utilizes proprietary native speech-to-speech technology, which processes audio input directly without intermediate text transcription.

• (a) Probabilistic Output: As with any Artificial Intelligence, the generated audio output is probabilistic in nature. The Provider cannot guarantee that the Model will always interpret audio input correctly, maintain a specific tone, or produce results that are entirely accurate or free from artifacts (such as "hallucinations" or misinterpretations).

3.5 Changes to the Service

The Provider is entitled to continuously develop, update, and modify the Deepslate Platform and the AI Models to improve performance, security, or functionality. This may include changes to the voice characteristics, latency, or model behavior. If a change materially reduces the functionality available to the Customer, the Provider will inform the Customer accordingly.

4. Access, Subscriptions & Fees (inkl. Free Tier)

4.1 Free Access and Trial Usage

Registration on the Deepslate Platform is initially free of charge ("Free Tier").

• (a) Scope: The Free Tier allows the Customer to access the Console, configure agents, and test the technology via the web interface. It includes a limited, non-renewable contingent of test minutes (e.g., 15 minutes) for evaluation purposes.
• (b) Restrictions: The Free Tier does not support connection to external telephony networks (SIP Trunking). To connect phone numbers and go live, the Customer must upgrade to a Paid Subscription.
• (c) No Warranty: The Free Tier is provided strictly "as is" without any warranty or support obligations.

4.2 Paid Subscriptions

To unlock telephony integration (SIP) and recurring minute contingents, the Customer must conclude a paid subscription ("Paid Plan").

• (a) Term: Subscriptions are concluded for a specific term (e.g., monthly) and renew automatically unless cancelled.
• (b) Payment: Fees are billed in advance at the start of the billing cycle.

4.3 Usage Credits (Minutes)

The Subscription includes a defined contingent of voice interaction minutes ("Usage Credits") per billing cycle (e.g., 1,000 minutes per month).

• (a) Calculation: Usage is calculated based on the total duration of processed audio (inbound and outbound). The exact calculation method (e.g., per second or per commenced minute) is defined in the current Service Description or Pricing Page.
• (b) Depletion of Credits: If the Customer consumes all Usage Credits before the end of the current billing cycle, the Service may be suspended or restricted until the start of the next cycle, unless the Customer purchases an upgrade or a data top-up ("Add-on").

4.4 "Use-it-or-lose-it" Policy (No Rollover)

The Usage Credits provided under a Subscription Plan are valid only for the respective billing period.

• (a) Monthly Reset: Usage Credits are reset to the full plan amount at the beginning of each new billing cycle.
• (b) Expiration: Any Usage Credits not consumed by the Customer by the end of the billing cycle will expire immediately and without compensation. They do not roll over to the subsequent billing period. A refund or credit for unused minutes is expressly excluded.

4.5 Price Adjustments

The Provider is entitled to adjust the fees for Subscriptions with effect for the next billing period. The Provider will notify the Customer of any price increase at least four (4) weeks in advance. If the Customer does not agree to the price increase, they may terminate the Subscription effective at the end of the current billing period.

5. Acceptable Use Policy (AUP) & Compliance

5.1 Principles of Usage

The Customer agrees to use the Deepslate Platform exclusively for lawful, legitimate business purposes and in accordance with all applicable laws and regulations (including but not limited to GDPR, telecommunications laws, and anti-fraud regulations). The Customer bears full responsibility for the content, intent, and execution of all conversations conducted via its Agents.

5.2 Prohibited Use Cases ("No-Go List")

The use of the Deepslate Platform for any of the following activities is strictly prohibited and constitutes a material breach of this Agreement:

• (a) Fraud & Social Engineering: Any form of fraudulent activity, including but not limited to "CEO Fraud," "Grandchild Trick" (Enkeltrick), phishing, vishing (voice phishing), or obtaining sensitive information (passwords, bank details) under false pretenses.
• (b) Impersonation: Generating voices or agents that impersonate real persons (e.g., politicians, celebrities, private individuals) without their explicit, written consent, or impersonating government authorities or emergency services.
• (c) Illegal & Harmful Content: Generating or transmitting content that is illegal, defamatory, pornographic (18+), sexually explicit, hate speech, promotes violence, or facilitates illegal acts (e.g., drug trafficking).
• (d) Emergency Services: Using the Service for critical emergency calls (e.g., 110, 112, 911) or critical infrastructure control where failure could lead to death or serious injury.
• (e) Harassment: Unsolicited marketing calls ("Cold Calling") in violation of applicable anti-spam laws (e.g., UWG in Germany) or harassment of individuals.

5.3 AI Transparency Obligation

To ensure trust and prevent deception, the Customer is contractually obligated to ensure transparency in all interactions:

• (a) Disclosure: The Customer must configure the Agent in such a way that the human interlocutor is informed clearly and at the beginning of the conversation (inbound and outbound) that they are communicating with an Artificial Intelligence (e.g., "I am a virtual assistant").
• (b) No Deception: The Customer must not configure the Agent to actively deny its nature as an AI or to falsely claim to be a human being.

5.4 Monitoring and Enforcement

• (a) Right to Monitor: The Provider reserves the right (but is not obligated) to monitor usage data and traffic patterns to detect violations of this AUP (e.g., suspicious call volumes or patterns indicative of spam).
• (b) "Kill Switch": In the event of a suspected or actual violation of this Section 5, the Provider is entitled to immediately suspend the Customer’s account and access to the Service without prior notice ("Kill Switch").
• (c) Reporting: The Provider reserves the right to report illegal activities (such as fraud attempts) to the competent law enforcement authorities.

6. Intellectual Property & Rights of Use

6.1 Deepslate Intellectual Property

The Provider retains all rights, title, and interest in and to the Deepslate Platform, the Deepslate Voice AI Models (including model weights, algorithms, and training methodologies), the API, the documentation, and any underlying technology ("Provider IP"). The Customer receives only the limited, non-exclusive, non-transferable right to use the Platform during the contract term in accordance with these Terms. No transfer of ownership of the Provider IP takes place.

6.2 Customer Content and Input

The Customer retains all rights to the text inputs, prompts, scripts, knowledge base data, and configuration settings uploaded or created by the Customer on the Platform ("Customer Content"). The Customer warrants that they possess all necessary rights, licenses, and permissions to use the Customer Content and that its processing by the Provider does not violate any third-party rights (e.g., copyright or personality rights).

6.3 Rights to Generated Output

Upon full payment of the applicable fees, the Provider grants the Customer an exclusive, worldwide, perpetual, and unlimited right to use, reproduce, and distribute the audio files and interaction logs generated by the Service for the Customer ("Output"). This includes the right to use the Output for commercial purposes.

6.4 License for Service Provision

The Customer grants the Provider a non-exclusive, worldwide, royalty-free right to host, store, copy, process, and transmit Customer Content and Output solely as necessary to:

• (a) provide the Service to the Customer (e.g., generating audio, routing calls, maintaining logs);
• (b) maintain the security and technical stability of the Platform; and
• (c) comply with legal obligations.

7. Data Protection, Confidentiality & Hosting

7.1 Roles under Data Protection Law

The Parties agree that, with regard to any personal data processed via the Deepslate Platform, the Customer acts as the "Controller" and the Provider acts as the "Processor" within the meaning of Article 28 of the General Data Protection Regulation (GDPR).

7.2 Data Processing Agreement (DPA)

To comply with Article 28 GDPR, the processing of personal data requires a written Data Processing Agreement ("DPA"). The Provider offers a standard DPA compliant with European law. It is the Customer’s responsibility to request and conclude this DPA with the Provider before processing any personal data of third parties. The Customer may request the DPA via email at info@deepslate.eu. The Provider assumes no liability for the Customer’s failure to conclude a necessary DPA.

7.3 Hosting Location

The Provider warrants that the hosting of the Deepslate Platform and the primary processing of voice data take place exclusively on servers located within the European Union (specifically Germany).

7.4 Confidentiality

Both Parties agree to treat all confidential information received from the other Party as strictly confidential and to use such information solely for the purpose of performing this Agreement.

7.5 Data Retention and Cleanup

The Deepslate Platform is a real-time processing engine, not a permanent data archive. The Provider stores interaction logs and audio recordings only for the duration necessary to provide the Service or for debugging purposes. The Provider reserves the right to automatically delete data older than 30 days.

8. Warranty & Limitation of Liability

8.1 Warranty for Paid Subscriptions

For paid Subscriptions, the statutory warranty provisions for rental contracts apply, subject to the following modifications:

• (a) Exclusion of Strict Liability: The strict liability for initial defects pursuant to § 536a (1) Alt. 1 of the German Civil Code (BGB) is explicitly excluded. This means the Provider is only liable for defects existing at the time of contract conclusion if the Provider acted with fault (negligence or intent).
• (b) Remediation: In the event of a material defect, the Provider shall have the right to remedy the defect (e.g., by providing an update or workaround) within a reasonable time frame before the Customer is entitled to reduce the fee or terminate the contract.
• (c) No Warranty for AI Accuracy: The Provider does not warrant that the results generated by the Deepslate Voice AI Model will be accurate, reliable, correct, or free from "hallucinations." The Customer acknowledges that the technology is probabilistic and may produce erroneous or unexpected outputs.

8.2 Liability for Free Tier

For the Free Tier (and trial periods), the Provider’s liability is limited to intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit) in accordance with § 599 BGB. Any further liability is excluded.

8.3 General Limitation of Liability

The Provider is liable for damages—regardless of the legal grounds—only in accordance with the following provisions:

• (a) Unlimited Liability: The Provider is liable without limitation for damages caused by intent or gross negligence, for injury to life, limb, or health, under the German Product Liability Act (ProdHaftG), and for guarantees explicitly assumed in writing.
• (b) Slight Negligence (Kardinalpflichten): In cases of slight negligence, the Provider is only liable for the breach of essential contractual obligations ("Kardinalpflichten"). Essential obligations are those whose fulfillment is necessary for the proper execution of the contract and on whose observance the Customer regularly relies. In such cases, liability is limited to the compensation of the foreseeable, contract-typical damage.
• (c) Liability Cap: For cases of slight negligence under clause (b), the liability per contract year is limited to the total fees paid by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

8.4 Exclusion of Indirect Damages

To the extent permitted by law, the Provider shall not be liable for indirect damages, consequential damages, lost profits, pure financial losses, or missed savings, unless caused by intent or gross negligence.

8.5 No Liability for Content

The Provider assumes no liability for the content of the conversations conducted via the Platform. The Customer is solely responsible for the legality of the inputs and the generated outputs. The Provider is not liable for any advice (e.g., medical, legal, financial) given incorrectly by an AI Agent.

9. Indemnification

9.1 Indemnification by Customer

The Customer agrees to indemnify, defend, and hold harmless the Provider, its affiliates, officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to:

• (a) Violation of AUP: A breach of the Acceptable Use Policy (Section 5) by the Customer or its Authorized Users (e.g., use for fraud, impersonation, or illegal content);
• (b) Customer Content: Any claim that the Customer Content (including inputs, scripts, or configured agent behaviors) infringes the intellectual property rights, privacy rights, or other rights of a third party;
• (c) Unlawful Telephony: Claims arising from the Customer’s violation of telecommunications laws (e.g., unsolicited marketing calls, "Cold Calling," lack of consent for recording calls).

9.2 Process

The Provider will promptly notify the Customer of any such claim. The Customer shall assume control of the defense and settlement of the claim, provided that the Provider may participate with its own counsel at its own expense. The Customer may not settle any claim that admits liability on the part of the Provider without the Provider’s prior written consent.

10. Term and Termination

10.1 Term of Subscription

Unless otherwise specified in the Order Form, Paid Subscriptions are concluded for an indefinite period. The billing cycle corresponds to the selected plan (e.g., monthly).

10.2 Ordinary Termination

Either Party may terminate the Subscription with effect to the end of the current billing cycle.

• (a) Procedure: The Customer may terminate the Subscription directly via the account settings in the Deepslate Console or by sending a notice in text form (e.g., email to support@deepslate.eu).
• (b) No Refunds: Termination does not trigger a refund for already paid fees for the current cycle.

10.3 Termination for Cause ("Kill Switch")

The Provider reserves the right to terminate the Agreement and suspend the Customer’s account immediately and without prior notice for good cause ("außerordentliche Kündigung"). Good cause includes, but is not limited to:

• (a) AUP Violation: A breach of the Acceptable Use Policy (Section 5), particularly regarding fraud, illegal content, or lack of AI disclosure.
• (b) Payment Default: The Customer is in default of payment for more than 14 days.
• (c) Breach of Law: The Customer uses the Service for unlawful acts.

10.4 Effect of Termination

Upon termination:

• (a) The Customer’s right to access the Platform and use the Voice AI Agents expires immediately.
• (b) All configured agents and SIP connections will be deactivated.
• (c) The Provider is entitled to delete the Customer’s data (including logs and configurations) after a grace period of 30 days, unless statutory retention obligations apply.

11. Final Provisions

11.1 Amendments to these Terms

The Provider reserves the right to amend these Terms with effect for the future. The Provider will notify the Customer of material changes at least four (4) weeks before they take effect (e.g., via email). If the Customer does not object in text form within this period, the changes are deemed accepted.

11.2 Applicable Law

This Agreement and all disputes arising out of or in connection with it shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of law rules.

11.3 Exclusive Place of Jurisdiction

The exclusive place of jurisdiction for all disputes arising from this business relationship is the registered seat of the Provider (Templin), provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

11.4 Severability Clause

Should individual provisions of these Terms be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.