1. Provider, Scope and Contract Formation

1.1 Provider

DeepSlate GmbH, Am Gutshof 19a, 17268 Templin, Germany (Provider), develops and operates the DeepSlate Console, the DeepSlate Voice AI Platform and related speech-to-speech and voice AI services. The Provider's commercial register, registration number, managing director and VAT identification details are stated in the Provider's legal notice (Imprint), which forms part of the information made available to the Customer.

1.2 Business Customers Only

The Services are offered exclusively to 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 may not register for or use the Services. By registering or placing an order, the Customer confirms that it is acting in the course of its commercial or independent professional activity.

1.3 Scope

These General Terms and Conditions (Standard Terms) govern the registration for and use of the DeepSlate Console, the DeepSlate Voice AI Platform, the Provider's APIs and all related services (collectively, Services). They apply to free access, trials and paid subscriptions unless an Order Form, Enterprise Agreement or other individual agreement provides otherwise.

1.4 Contract Formation

A contract is concluded when the Provider accepts the Customer's order, activates the relevant Paid Plan or confirms the order in text form, whichever occurs first. Mere registration does not oblige the Provider to activate a Paid Plan or provide any particular functionality. The person acting for the Customer represents that they are authorized to bind the Customer.

1.5 Contractual Documents and Order of Precedence

The contractual documents apply in the following descending order of precedence: (a) an individually negotiated and signed Enterprise Agreement or Order Form; (b) the Data Processing Agreement (DPA), but only for data-protection matters; (c) the applicable Service Description; (d) these Standard Terms; and (e) the Pricing Page applicable when the order is accepted. Individual agreements expressly negotiated between the Parties take priority over standard terms.

1.6 Enterprise Solutions

Custom service levels, dedicated environments, on-premise deployments, special support arrangements and amendments to the standard DPA require a separate agreement in text form. Requests may be sent to info@deepslate.eu.

1.7 Definitions

Customer means the legal entity or entrepreneur that contracts with the Provider. Authorized User means an employee, contractor or other person whom the Customer authorizes to use the Services. Organization Account means the Customer's master account. Agent means an AI-based configuration used to conduct voice interactions. Customer Content means content, prompts, scripts, knowledge-base data, configuration data and other materials supplied by or for the Customer. Output means content generated by the Services for the Customer. Contract Year means each consecutive twelve-month period beginning on the date the relevant Paid Plan starts and each anniversary of that date; if the contract lasts less than twelve months, the shorter period is the relevant Contract Year.

2. Registration, Accounts and Security

2.1 Organization Account

The Customer must create an Organization Account and provide complete, accurate and current information. The Customer shall promptly update material changes. The Provider may request reasonable evidence of the Customer's identity, business status and the authority of persons acting for it.

2.2 Authorized Users and Roles

The Customer may grant access to Authorized Users and assign roles and permissions. The Customer is responsible for selecting appropriate permissions, ensuring that Authorized Users comply with the contractual documents and promptly revoking access when authorization ends. The Customer remains responsible for Authorized Users acting within the authority granted to them.

2.3 Credentials and API Keys

The Customer shall protect passwords, API keys, SIP credentials and other authentication information against unauthorized access, use appropriate technical and organizational security measures and refrain from sharing credentials except through secure, intended account functions. Credentials may not be published or embedded in publicly accessible code.

2.4 Security Incidents

The Customer shall notify the Provider without undue delay at security@deepslate.eu of any known or suspected unauthorized account use, credential loss or security incident affecting the Services. The Customer shall take reasonable mitigation measures and cooperate with the Provider's investigation.

2.5 Attribution of Account Activity

Activity performed through the Organization Account is attributed to the Customer to the extent it was performed by an Authorized User, resulted from the Customer's failure to comply with its security obligations or continued after the Customer became aware of an incident but failed to notify the Provider without undue delay. Activity is not attributed to the Customer to the extent it was caused by a security breach for which the Provider is responsible.

2.6 Protection Measures

The Provider may reset credentials, revoke tokens or temporarily restrict access where reasonably necessary to protect the Customer, the Services or third parties. The Provider shall take the Customer's legitimate interests into account and restore access when the relevant risk has been resolved.

3. Services, Availability and Technical Dependencies

3.1 Provision of the Services

The Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services during the contract term for the Customer's own internal business purposes and within the selected plan. Available features, usage limits, support and environments are determined by the applicable Order Form, Service Description and Pricing Page.

3.2 No Standard SLA

Unless an individual Service Level Agreement states otherwise, no specific uptime, latency, response time or recovery time is guaranteed. The Provider shall use commercially reasonable efforts to operate the Services reliably and securely. References to as-is or as-available provision do not exclude mandatory statutory obligations or liability that cannot legally be excluded.

3.3 Maintenance

The Provider may temporarily restrict the Services for maintenance, security updates, repairs or upgrades. Where reasonably practicable, the Provider shall provide advance notice of scheduled maintenance expected to materially affect availability. Emergency maintenance may be performed without prior notice.

3.4 Third-Party Telephony

Unless expressly agreed in an Order Form or separate agreement, the Services do not include telephone numbers, SIP trunking or public switched telephone network access. The Customer shall procure and maintain any required carrier services, numbers and credentials and bears the related costs. A failure of a third-party carrier does not constitute a defect of the Services unless the Provider selected and supplies that carrier as part of the agreed Services.

3.5 AI-Specific Characteristics

The Customer acknowledges that AI-generated speech is probabilistic. Outputs may contain errors, misinterpretations, unexpected wording, artifacts or hallucinations. The Customer shall apply human review and safeguards appropriate to the purpose and risk of its use case and shall not rely on the Services as the sole basis for decisions producing legal or similarly significant effects unless this is lawful and expressly supported by the applicable Service Description.

3.6 Technical Requirements

The Customer is responsible for compatible systems, internet connectivity, lawful carrier configurations and technical integrations within its control. The Provider is not responsible for impairments caused solely by unsupported Customer systems, Customer configurations or third-party services outside the Provider's reasonable control.

3.7 Service Development

The Provider may develop, update and modify the Services to improve security, compliance, performance or functionality. The Provider shall not materially reduce a core paid functionality during a current billing cycle without an objectively justified reason. If a change materially and permanently reduces a core functionality, the Provider shall notify the Customer and, where the reduction is not required by law or security needs, permit termination of the affected Paid Plan as of the change date. Prepaid fees attributable to the period after such termination shall be refunded.

3.8 Beta Features

Features designated as beta, preview, experimental or evaluation features may be changed or discontinued at any time and may not be suitable for production use. Unless expressly agreed otherwise, no specific availability or support commitment applies to such features.

4. Plans, Usage, Fees and Payment

4.1 Free Tier and Trials

The Provider may offer a Free Tier or trial with limited, non-renewable usage credits. Its scope is described in the current Service Description. Unless expressly stated otherwise, it does not include external telephony connectivity, production use, guaranteed support or an SLA. The Provider may modify or discontinue a Free Tier prospectively on reasonable notice, or immediately where required for security, legal or abuse-prevention reasons.

4.2 Paid Plans

Paid Plans provide the functions and usage credits identified in the applicable Order Form, Service Description or Pricing Page. Fees are invoiced in advance for the relevant billing cycle unless otherwise agreed. Additional usage and add-ons are charged at the rates accepted by the Customer.

4.3 Usage Measurement

Usage is measured based on processed audio duration or another metric expressly stated in the applicable Service Description or Pricing Page. The billing increment and rounding method applicable when the order is accepted form part of the contract. The Provider's technical usage records are authoritative unless the Customer demonstrates a manifest error.

4.4 Usage Credits

Usage credits are valid only for the applicable billing cycle and expire at its end without compensation. Unused credits do not roll over unless the Order Form states otherwise. When included credits are exhausted, the Provider may restrict further use until the next billing cycle or require an add-on or plan upgrade.

4.5 Taxes

Fees are stated exclusive of value-added tax and other applicable taxes unless expressly stated otherwise. Taxes shall be added where required by law. Where the reverse-charge mechanism applies, the Customer shall provide a valid VAT identification number and comply with its tax obligations.

4.6 Payment

Invoices are due on the date stated in the invoice or, if no date is stated, within fourteen calendar days after receipt. The Customer may set off claims only if they are undisputed, finally adjudicated or arise from the same contractual relationship. Statutory rights of retention remain unaffected.

4.7 Payment Default

If the Customer is in default, the Provider may charge statutory default interest and reasonable recovery costs. The Provider may suspend paid functions after giving notice and a reasonable opportunity to cure, unless immediate suspension is justified by repeated default, fraud risk or other good cause.

4.8 Price Adjustments

The Provider may adjust recurring fees prospectively to reflect demonstrable changes in hosting, infrastructure, energy, personnel, licensing, telecommunications, regulatory-compliance or tax costs, or a material expansion of the Services. Adjustments shall be reasonable and shall take cost reductions into account. The Provider shall give at least four weeks' notice. An increase takes effect no earlier than the next billing cycle. The Customer may terminate the affected Paid Plan before the increase takes effect. A fundamental change to the pricing model requires the Customer's express consent unless an individual agreement provides otherwise.

4.9 Billing Objections

The Customer shall notify the Provider of reasonably identifiable invoice errors without undue delay. Failure to object does not constitute a waiver of claims, but the Customer shall bear avoidable disadvantages caused by an unreasonably delayed notice.

5. Acceptable Use, Telephony and Compliance

5.1 Lawful Business Use

The Customer shall use the Services only for lawful and legitimate business purposes and in compliance with applicable data-protection, telecommunications, competition, consumer-protection, intellectual-property, sanctions and anti-fraud laws. The Customer is responsible for the purpose, scripts, knowledge sources, configuration and deployment of its Agents.

5.2 Prohibited Conduct

The Customer shall not use the Services for fraud, phishing, vishing, social engineering, unlawful surveillance, harassment, defamation, threats, promotion of violence, hate speech, unlawful discrimination, criminal activity, circumvention of security controls or collection of credentials or financial information under false pretenses. The Customer shall not impersonate public authorities, emergency services or real persons without a sufficient legal basis and authorization.

5.3 High-Risk and Emergency Use

The Services may not be used for emergency calls, dispatch of emergency services, critical infrastructure control, medical emergencies or other situations in which a failure or delay could reasonably lead to death, serious injury or substantial physical damage. Use for high-risk decisions is permitted only where expressly supported by the Service Description and all applicable legal requirements and human-oversight measures are satisfied.

5.4 Marketing Calls

The Customer shall not make unsolicited marketing or sales calls unless each call is permitted under applicable law. The Customer is responsible for consents, suppression lists, caller identification, time restrictions and all information duties.

5.5 Call Recording

The Customer shall configure recording only where it has a valid legal basis and has provided all required notices or obtained all required consents. The Provider does not determine whether recording is lawful for the Customer's use case.

5.6 AI Interaction Disclosure

The Provider shall design the relevant user-facing AI functions so that persons interacting directly with an AI system can be informed that they are interacting with AI, unless this is obvious from the circumstances or a statutory exception applies. The Customer shall activate and preserve the relevant disclosure and configure each Agent to provide a clear disclosure at the beginning of inbound and outbound interactions where required. The Customer shall not configure an Agent to deny that it is AI or falsely claim to be human.

5.7 Monitoring and Abuse Prevention

The Provider may process technical usage, security and traffic-pattern data to detect fraud, abuse, security incidents and violations of these Standard Terms. Content may be reviewed only to the extent reasonably necessary following a concrete indication of abuse, in response to a support request, to protect rights and security or to comply with law. Any such processing is subject to applicable data-protection law and the DPA where the Provider acts as Processor.

5.8 Cooperation

The Customer shall reasonably cooperate with compliance and abuse investigations and preserve relevant evidence. The Provider may report reasonably suspected criminal conduct to competent authorities where legally permitted or required.

6. Special Terms for Voice AI and Voice Cloning

6.1 Scope and Provider Role

Where the Provider makes available software-based generation, modification, synthesis or cloning of voices or voice models (Voice AI Services), this Section 6 applies in addition to the remaining Standard Terms and prevails in case of conflict regarding the Voice AI Services. The Provider supplies technical infrastructure and AI models as automated processing tools. Unless expressly agreed otherwise, it does not conduct a prior substantive, editorial or legal review of audio or other materials supplied by the Customer (User Audio Inputs) or content generated from them (Voice Outputs).

6.2 Customer Rights and Warranties

For every use, the Customer represents and warrants that it owns or has obtained all copyrights, related rights, trademark rights, personality rights, rights to the spoken word and voice, consents, licenses and other legal bases required for the User Audio Inputs, their AI processing and the intended Voice Outputs. Where another person's voice is processed, the Customer shall obtain and document that person's express and informed consent or another sufficient legal basis covering the purpose, territory, duration and forms of use. The Customer shall retain appropriate evidence and provide it to the Provider upon reasonable request.

6.3 Processing License

The Customer grants the Provider a non-exclusive, worldwide, royalty-free right to host, store, copy, analyze, modify, process and transmit User Audio Inputs solely as necessary to provide and secure the Voice AI Services, comply with law and enforce the contractual documents. This license ends when the relevant data are deleted, except to the extent continued retention is legally required.

6.4 EU AI Act

The Parties shall comply with their respective obligations under Regulation (EU) 2024/1689 (EU AI Act). The Provider may apply machine-readable markings, metadata, provenance information, watermarks or other technical identifiers to Voice Outputs. The Customer shall not remove, suppress, manipulate, circumvent or render such measures ineffective. Where Voice Outputs constitute deepfakes or otherwise trigger a disclosure obligation, the Customer shall clearly disclose that the content has been artificially generated or manipulated. For evidently artistic, creative, satirical, fictional or analogous works, disclosure shall be made in the appropriate form required by applicable law.

6.5 Voice and Biometric Data

Voice recordings and voice profiles may constitute biometric data where they result from specific technical processing relating to a person's characteristics and allow or confirm unique identification. Where voice data are processed as biometric data for unique identification, the Customer shall ensure that an exception under Article 9(2) GDPR applies. If relying on consent, the Customer shall obtain and document explicit consent before uploading or processing the relevant data.

6.6 Restricted Voice Uses

Unless expressly authorized in a separate agreement, a synthetic voice, voice model or standalone voice asset may not be sold, resold, sublicensed, transferred or made available to third parties. It may not be used for illegal or deceptive conduct; adult, pornographic, erotic or sexually explicit content; hate speech or unlawful discrimination; political campaigns, election advertising or promotion of political, religious or ideological organizations; identity theft; biometric or security circumvention; or unauthorized impersonation.

6.7 Interactive Use Only

Unless an Order Form or Enterprise Agreement expressly permits otherwise, generated voices may be used only in real-time interactive or automated dialogue systems, including AI telephone agents, voice assistants and customer-service systems. They may not be used in prerecorded or static media, including advertisements, audiobooks, podcasts, e-learning material, films, series, video games, online videos, dubbing or voice-over productions.

6.8 Enforcement

Where the Provider has reasonable grounds to suspect a breach of this Section 6, or receives a binding request from a competent authority or court, it may take necessary and proportionate measures, including suspension, disabling or removal of affected content or voice models and preservation or deletion of relevant data. Where action results from the Customer's culpable breach, no refund or compensation is due for the affected period except where liability cannot legally be excluded. The Provider shall restore access when the grounds for suspension cease.

7. Intellectual Property and Rights of Use

7.1 Provider IP

The Provider and its licensors retain all rights in the Services, models, model weights, algorithms, APIs, software, documentation, training methods, designs and underlying technology (Provider IP). No ownership is transferred to the Customer.

7.2 Customer Content

The Customer retains its rights in Customer Content. The Customer grants the Provider a non-exclusive, worldwide, royalty-free license to host, copy, process, adapt and transmit Customer Content solely as necessary to provide and secure the Services, comply with law and enforce the contractual documents. The Customer represents that it has all rights required for this license.

7.3 Generated Output

Subject to full payment, the Provider grants the Customer a non-exclusive, worldwide right to use Output for its own business purposes within the scope of the applicable plan, Order Form and these Standard Terms. Rights are granted only to the extent such rights can legally arise and be granted. The Provider does not warrant that Output is protected by intellectual-property rights, unique or free from similarity to output generated for others.

7.4 Voice Models and Synthetic Voices

Rights in synthetic voices, voice models and standalone voice assets are limited by Section 6. During the contract term, the Customer may access and use them only through the Services and for the permitted interactive purposes unless an individual agreement states otherwise. No ownership of model weights or underlying technology is transferred.

7.5 Interaction Records

The Customer may retain lawfully generated interaction recordings, transcripts and logs after termination where reasonably necessary for documentation, compliance or the establishment, exercise or defense of legal claims, subject to applicable law, third-party rights and the restrictions on commercial reuse and static media in Section 6.

7.6 Feedback

The Customer may provide feedback voluntarily. The Provider may use non-confidential feedback without restriction, provided it does not identify the Customer or disclose Customer Content.

7.7 Reservations

No rights are granted by implication. The Customer shall not reverse engineer, extract model weights, circumvent usage restrictions, use the Services to develop a substantially equivalent competing model through prohibited extraction or remove proprietary notices, except to the extent such restriction is prohibited by mandatory law.

8. Data Protection, Confidentiality, Hosting and Security

8.1 Allocation of Roles

The Customer is Controller and the Provider is Processor where the Provider processes personal data solely on the Customer's documented instructions to provide the Voice AI Services. The Provider acts as an independent Controller for account administration, billing, security, fraud prevention, legal compliance and the establishment, exercise or defense of legal claims. The actual role allocation depends on the processing activity and applicable law.

8.2 Data Processing Agreement

Where the Provider acts as Processor, the Provider's DPA automatically forms part of the contract and must be accepted before the relevant processing begins. In case of conflict on a data-protection matter, the DPA prevails. The Customer shall not submit third-party personal data until the DPA is effective.

8.3 Customer Responsibilities

The Customer is responsible for the lawfulness of its instructions, Customer Content and use of personal data, including transparency information, legal bases, consents, data-subject requests, retention periods and, where required, data-protection impact assessments. The Provider remains responsible for its own statutory obligations and obligations under the DPA.

8.4 Hosting and Subprocessors

The primary hosting and voice processing environment is located in Germany. The Provider may use subprocessors as identified in the DPA. Any processing outside the European Economic Area requires a lawful transfer mechanism and the safeguards stated in the DPA. An individual agreement may specify stricter localization requirements.

8.5 Security

Each Party shall implement appropriate technical and organizational measures proportionate to the risks within its area of responsibility. The Provider's security measures and incident-notification obligations are set out in the DPA or applicable security documentation.

8.6 Confidentiality

Each Party shall protect non-public technical, commercial, financial and organizational information received from the other Party, use it only for the contract and disclose it only to persons who need it and are bound by confidentiality. This does not apply to information lawfully public, previously known without restriction, independently developed or lawfully received from a third party. Legally compelled disclosure is permitted; where lawful, the receiving Party shall give advance notice.

8.7 Zero Data Retention

Under the Provider's Zero Data Retention policy, Customer Content, including prompts, generated Outputs, file uploads, audio content and transcripts, is processed solely in volatile memory for the duration necessary to execute the relevant request. Customer Content is not written to persistent storage and is deleted from volatile memory immediately following completion of the relevant processing operation.

The Provider may retain non-content usage and operational metadata, including timestamps, session duration, usage quantities, technical status information and similar metadata, solely to the extent necessary for billing, rate limiting, security, abuse prevention and system performance monitoring.

Such metadata shall not include the substantive content of prompts, audio recordings, transcripts, uploaded files or generated Outputs.

The Customer acknowledges that the Services do not provide permanent storage, archiving, backup or subsequent retrieval of Customer Content. The Customer is responsible for saving any Outputs or other information it wishes or is legally required to retain.

8.8 Statistical Data

The Provider may generate and use aggregated or effectively anonymized statistical data that do not identify the Customer or any natural person, including for security, capacity planning and service improvement. This does not authorize use of identifiable Customer Content to train general-purpose or shared models unless separately agreed.

9. Warranty and Liability

9.1 Paid Services

For Paid Plans, applicable statutory warranty rules apply subject to this Section 9. Strict liability for defects existing at contract conclusion under section 536a(1), first alternative, BGB is excluded to the extent legally permissible. The Customer shall report defects with sufficient detail. The Provider shall have a reasonable opportunity to remedy a reproducible material defect before the Customer exercises secondary remedies, except where remediation has failed, is unreasonable or is not required by law.

9.2 AI Accuracy

A probabilistic or unexpected Output is not, by itself, a defect where the Services otherwise conform to the agreed specification. The Provider does not warrant factual accuracy, legal compliance of Customer configurations or suitability for a purpose not expressly agreed.

9.3 Unlimited Liability

The Provider is liable without limitation for intent, gross negligence, injury to life, body or health, fraudulent concealment, guarantees expressly assumed in writing, liability under the German Product Liability Act and any other liability that cannot legally be limited.

9.4 Slight Negligence

In cases of slight negligence, the Provider is liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfillment makes proper performance of the contract possible in the first place and on whose observance the Customer regularly relies and may rely. Liability is then limited to damage typical for this type of contract and reasonably foreseeable when the contract was concluded.

9.5 Liability Cap

Subject to Section 9.3, the Provider's total aggregate liability for all events occurring in a Contract Year is limited to the greater of: (a) the fees paid or payable by the Customer for the affected Services during that Contract Year; or (b) the annualized recurring fees for the affected Paid Plan calculated using the recurring fee applicable when the damaging event occurred. The cap applies once in aggregate per Contract Year, not separately per claim or claimant.

9.6 Indirect Damage

Subject to Sections 9.3 and 9.4, liability for indirect or consequential damage, lost profit, lost savings, lost business opportunities, business interruption and loss of data is excluded to the extent legally permissible. This exclusion does not apply insofar as such damage is typical and reasonably foreseeable as a result of a breach of a material contractual obligation.

9.7 Free Tier

To the extent legally permissible, liability in connection with the Free Tier or a free trial is limited to intent and gross negligence. Mandatory liability under Section 9.3 remains unaffected.

9.8 Third-Party Services and Customer Content

The Provider is not liable for failures caused solely by third-party carriers, Customer systems, unlawful Customer Content or Customer instructions outside the Provider's control. This does not apply where the Provider is responsible for selecting, integrating or managing the third-party service and failed to exercise the contractually required care.

9.9 Representatives

The limitations in this Section 9 also apply for the benefit of the Provider's employees, legal representatives, agents and subcontractors.

10. Customer Indemnification

10.1 Scope

The Customer shall indemnify the Provider, its affiliates and their directors, officers and employees against justified third-party claims arising from the Customer's culpable breach of Sections 5, 6 or 7; unlawful Customer Content, User Audio Inputs or Customer configurations; infringement of intellectual-property, privacy, personality, voice or data-protection rights attributable to the Customer; or unlawful calls, recordings, marketing or impersonation by or for the Customer.

10.2 Costs and Regulatory Measures

The indemnity includes necessary and reasonable legal-defense costs at statutory rates, damages awarded by a competent court and settlement amounts approved by the Customer. Administrative fines are included only to the extent they result directly from the Customer's culpable breach, were not caused or contributed to by the Provider and their allocation is legally permissible.

10.3 Procedure

The Provider shall notify the Customer without undue delay and provide reasonable cooperation. The Customer may control the defense with suitably qualified counsel, provided the Provider may participate at its own expense. The Customer may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on or otherwise adversely affects the Provider without the Provider's prior consent, which shall not be unreasonably withheld.

10.4 Provider Responsibility

No indemnification is owed to the extent a claim was caused by the Provider's breach of contract, unlawful instruction, unauthorized modification or other conduct for which the Provider is responsible.

11. Term, Suspension and Termination

11.1 Term

Unless an Order Form states otherwise, Paid Plans are concluded for an indefinite term with the billing cycle selected by the Customer. A minimum term or different renewal period applies only if clearly stated before the order is accepted.

11.2 Ordinary Termination

Either Party may terminate an indefinite Paid Plan in text form effective at the end of the current billing cycle. The Customer may terminate through available account settings or by email to support@deepslate.eu. A fixed-term plan may be ordinarily terminated only if the Order Form permits it.

11.3 No Refund for Current Cycle

Ordinary termination does not entitle the Customer to a refund for the current billing cycle, except where these Standard Terms, an individual agreement or mandatory law provides otherwise.

11.4 Suspension

The Provider may suspend all or part of the Services immediately where reasonably necessary to address fraud, an actual or imminent security threat, illegal use, material infringement of third-party rights, a serious breach of Sections 5 or 6, a binding authority or court request or a payment default exceeding fourteen days. Where the circumstances permit, the Provider shall first notify the Customer and provide a reasonable opportunity to cure. Measures shall be proportionate and access shall be restored when the grounds cease.

11.5 Termination for Cause

Either Party may terminate for good cause without notice. Good cause for the Provider includes a serious or repeated breach not remedied within a reasonable cure period, fraud, unlawful use, a serious security risk, insolvency-related circumstances to the extent termination is legally permitted or payment default exceeding fourteen days after a reminder. No cure period is required where cure is impossible or immediate termination is justified after balancing both Parties' interests.

11.6 Effects

Upon termination, access rights end and Agents and connections are deactivated. Accrued payment obligations remain due. During a thirty-day period following termination, the Customer may request or perform an available export of Customer data, unless immediate restriction is required by law, security or protection of third-party rights. The Provider may then delete data in accordance with Section 8.7 and the DPA.

11.7 Survival

Sections intended by their nature to survive termination remain effective, including confidentiality, accrued payment obligations, intellectual-property ownership, permitted retention of interaction records, liability, indemnification and governing law.

12. Amendments and Communications

12.1 Amendments

The Provider may amend these Standard Terms prospectively where reasonably necessary due to changes in law, regulatory guidance, security requirements, technical developments, service functionality or equivalent operational reasons, provided the amendment does not unreasonably disturb the contractual balance. Core performance obligations, agreed usage quantities and fees may not be materially changed under this clause; Section 4.8 governs prices.

12.2 Notice and Customer Rights

The Provider shall notify the Customer of material amendments at least four weeks before they take effect and clearly describe the changes. If an amendment materially disadvantages the Customer, the Customer may terminate the affected Paid Plan before it takes effect. Amendments to essential obligations require express consent where required by law. Continued use alone shall not be treated as consent where express consent is legally required.

12.3 Notices

Contractual notices may be made in text form, including email, unless mandatory law or an individual agreement requires a stricter form. The Customer shall maintain a current contact email. Termination and notices concerning material contractual changes must be sent through the designated account function or to the contact address specified in these Standard Terms.

12.4 Electronic Communications

The Customer agrees to receive contractual and operational communications electronically. This does not constitute consent to marketing communications.

13. Final Provisions

13.1 Governing Law

The contractual relationship is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory conflict-of-law rules remain unaffected.

13.2 Jurisdiction

If the Customer is a merchant, a legal entity under public law or a special fund under public law, the courts having jurisdiction for the Provider's registered office shall have exclusive jurisdiction. The Provider may also bring proceedings at the Customer's registered office.

13.3 Assignment

The Customer may assign the contract or material rights under it only with the Provider's prior consent, which shall not be unreasonably withheld in the case of a transfer of the Customer's entire business or relevant business division. Statutory rights under section 354a of the German Commercial Code remain unaffected. The Provider may assign the contract to an affiliate or legal successor, provided this does not materially reduce the Customer's rights.

13.4 Force Majeure

Neither Party is responsible for delay or failure caused by events outside its reasonable control, including natural disasters, war, governmental measures, widespread telecommunications failures or major cyberattacks, provided the affected Party takes reasonable mitigation measures. Payment obligations for Services already provided remain unaffected.

13.5 Severability

If a provision is invalid or unenforceable, the remaining provisions remain effective. The applicable statutory provision applies in place of the invalid or unenforceable provision. If no statutory provision exists, the Parties shall seek a lawful provision that most closely reflects the intended commercial purpose.

13.6 No Waiver

A failure or delay in exercising a right does not waive that right. A waiver is effective only for the specific case for which it is given.

13.7 Language

These Standard Terms are provided in English. If the Provider supplies a German version and the versions conflict, the German version prevails, unless an individual agreement expressly designates another controlling language.

13.8 Entire Agreement

The contractual documents identified in Section 1.5 constitute the entire agreement concerning the Services and replace prior statements on the same subject, without affecting liability for fraudulent misrepresentation or expressly agreed individual terms.