Terms and Conditions

Effective Date: April 2025

Preamble

CallBase offers a service that provides companies across various industries (hereinafter "Customer"), who are not consumers within the meaning of § 13 BGB (German Civil Code) or other corresponding relevant legal provisions, with an AI-powered phone assistant platform to automatically answer calls, respond to customer inquiries, and schedule appointments. These General Terms and Conditions (hereinafter "GTC") apply to all contractual relationships between the aforementioned parties.

Where declarations are hereinafter required to be made "in writing," this refers to text form according to § 126b BGB, for which an email is also sufficient.

§ 1 Scope

1.1 These GTC contain all regulations, rights, and obligations of the parties regarding the subject matter of the contract.

1.2 In all contractual relationships of CallBase with other companies, legal entities under public law, or special funds under public law, where services and related consulting services including support are provided, these GTC shall apply exclusively, unless otherwise agreed.

1.3 The GTC apply from the first day of use of CallBase's service offering. Any previous contractual conditions between the parties shall lose their validity upon these GTC taking effect.

1.4 Business terms and conditions deviating from these GTC shall only become part of a contractual agreement between CallBase and the Customer if CallBase has previously recognized them in writing. This also applies if CallBase does not expressly object to the deviating business terms.

§ 2 Conclusion of Contract

2.1 All offers from CallBase are non-binding. Consequently, the contract comes into force only after the Customer's order is accepted by CallBase.

2.2 By registering, the Customer declares their intention to enter into a contractual relationship with CallBase.

2.3 After registration, the Customer usually receives a confirmation of receipt of their registration at the specified email address within a few seconds. This confirmation contains the access data for CallBase's services.

2.4 A paid service contract between the Customer and CallBase for the use of CallBase only begins with the submission of the corresponding activation form.

2.5 Contracts are concluded exclusively for the Customer's commercial or independent professional activities. For this reason, there is no statutory right of withdrawal.

§ 3 Subject Matter and Services

3.1 CallBase provides the Customer with the AI-powered phone assistant platform with the respectively ordered service package for use via the internet (SaaS – Software as a Service), particularly the core function of automatic call answering and conversation management.

3.2 In this context, CallBase grants the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the CallBase online service. This is limited to the contract term and the services owed by CallBase according to the service package chosen by the Customer. The Customer is not granted any further usage rights or rights to CallBase's software solution.

3.3 The content and scope of services of the software solution are derived from these GTC and the currently available functionalities, which are always published in their current form on the CallBase website.

3.4 CallBase reserves the right to restrict the scope of services for individual accounts, particularly in cases of disproportionate use. In such cases, the Customer is granted an extraordinary right of termination.

3.5 CallBase guarantees an annual average availability of its services of 99%, particularly the contractually agreed services, with an operating time of 24 hours a day, 7 days a week. Excluded from this are downtimes due to circumstances not within CallBase's direct control, in particular:

• Downtimes due to hacker and virus attacks
• Downtimes caused by incorrect operation by the Customer
• Downtimes due to faulty or insufficient hardware and software maintenance by third parties
• Downtimes caused by failure of parts of the internet or external DNS or routing problems not under CallBase's direct control
• Downtimes due to force majeure

§ 4 Customer Obligations

4.1 The Customer is obliged to provide CallBase with truthful information about themselves, their contact details, and other contractually relevant information requested.

4.2 The Customer is obliged to protect and store their access data against third-party access in accordance with the state of the art. The Customer will ensure that use only occurs to the contractually agreed extent. Unauthorized access must be reported to CallBase immediately.

4.3 The Customer undertakes to use only such content and instructions for the AI phone assistant that do not violate applicable law, official orders, third-party rights, or agreements with third parties. In particular, the Customer is obliged not to make any entries into the CallBase system that could lead to legal violations, discrimination, or insults if automatically transmitted to third parties, or otherwise violate applicable law.

4.4 If CallBase becomes aware of a violation by the Customer, CallBase is entitled to exclude the Customer from use until the Customer either proves that the legal violation has ceased or proves that no legal violation has occurred.

4.5 The Customer is responsible for regularly making appropriate data backups.

§ 5 Remuneration and Payment Terms

5.1 The Customer owes CallBase remuneration according to the currently valid price list, which can be viewed on the CallBase website.

5.2 Unless otherwise agreed, all fees will be invoiced at the end of the billing period. Invoicing is done electronically via email. The Customer agrees to receive invoices electronically.

5.3 Unless otherwise agreed, invoice amounts are due for payment without deduction upon receipt of the invoice. In case of payment default, CallBase is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate.

5.4 CallBase reserves the right to change prices with a notice period of two months. In the event of a price increase of more than 10%, the Customer is entitled to a special right of termination.

§ 6 Contract Term and Termination

6.1 The contract term begins with the activation of the account by CallBase. Unless otherwise agreed, the initial contract term is one month.

6.2 The contract can be terminated by either party with a notice period of 14 days to the end of the contract term. If no termination occurs, the contract is automatically extended by another month.

6.3 The right of both parties to extraordinary termination for cause remains unaffected.

6.4 Any termination must be in text form (e.g., email) to be effective.

6.5 After termination of the contractual relationship, CallBase will retain all data of the Customer collected during the contract term for a period of 30 days. Within this period, the Customer may request the surrender of the data. After this period, CallBase is entitled to irretrievably delete the data.

§ 7 Warranty for Defects

7.1 CallBase warrants that the contractually agreed services will be provided with the necessary care and expertise.

7.2 The Customer must report defects to CallBase in writing immediately after discovery. The report should contain as detailed a description of the defect as possible to enable efficient troubleshooting.

7.3 CallBase will remedy reported defects within a reasonable period. The warranty for defects does not apply to insignificant defects that do not or only insignificantly impair the use of the service.

7.4 In the case of significant defects that make the use of the service impossible or significantly impair it, the Customer must set CallBase a reasonable period for remedying the defect. The deadline must be in text form to be effective.

7.5 If supplementary performance fails twice, the Customer may, at their option, demand a reduction in price or withdraw from the contract.

7.6 A reversal of the burden of proof to the detriment of CallBase is excluded. In particular, the Customer bears the burden of proof for the existence of the defect at the time of service provision or handover, the time of discovery of the defect, the timeliness of the notice of defect, and for the existence and degree of any fault, if relevant.

§ 8 Liability

8.1 CallBase is liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.

8.2 In the case of slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), CallBase's liability is limited in amount to the damage that is foreseeable and typical for the type of business concerned.

8.3 Any further liability of CallBase is excluded. In particular, there is no liability for initial defects, unless the conditions of paragraphs 1 and 2 are met.

8.4 CallBase is not liable for the accuracy of the data and information provided by the Customer or for malfunctions caused by incorrect settings or incomplete information from the Customer.

8.5 The foregoing limitations of liability also apply to the personal liability of CallBase's employees, representatives, and organs.

§ 9 Data Protection

9.1 The parties undertake to comply with the applicable data protection regulations.

9.2 CallBase will collect and use the Customer's personal data only to the extent necessary for the performance of this contract. The Customer consents to the collection and use of such data to this extent.

9.3 Insofar as CallBase processes personal data on behalf of the Customer in the course of providing services, the parties will conclude a data processing agreement in accordance with Art. 28 GDPR.

§ 10 Confidentiality

10.1 The parties undertake to treat all confidential information that becomes known to them within the scope of this contract confidentially and to use it only for contractually agreed purposes.

10.2 Confidential information includes all information and documents of the other party that are marked as confidential or are to be regarded as confidential from the circumstances, in particular information about operational processes, business relationships, and know-how.

10.3 This obligation also continues after termination of this contract.

§ 11 Subcontractors

11.1 CallBase is entitled to use subcontractors for the purpose of providing services.

11.2 CallBase will ensure that subcontractors comply with the same obligations regarding data protection and confidentiality as CallBase itself. A list of current subcontractors can be requested at any time from CallBase's data protection officer at privacy@callbase.eu.

§ 12 Final Provisions

12.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from this contract is Berlin, Germany.

12.2 Should individual provisions of these GTC be or become ineffective, this shall not affect the validity of the remaining provisions. In such a case, the parties will replace the ineffective provision with an effective one that comes closest to the economic purpose of the ineffective provision.

12.3 Amendments or supplements to these GTC must be in writing. This also applies to the waiver of this written form requirement.

12.4 CallBase is entitled to amend or supplement these GTC insofar as this is necessary to adapt to changed legal or technical framework conditions or to expand the range of services. Changes will be communicated to the Customer in text form at least one month before they take effect. If the Customer does not object to the changes within one month of receipt of the notification, the changes shall be deemed agreed. CallBase will separately inform the Customer of this right of objection and the legal consequences of silence in the notice of change.