General Terms and Conditions

1. Scope, contracting parties

1.1 These terms apply to all contracts for the use of the „inbrix“ software (the Software) between GOLLE Digital Solutions GmbH (the Provider) and the customer.

1.2 The offer is addressed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded.

1.3 Deviating or supplementary terms of the customer do not become part of the contract, even if the Provider does not expressly object to them.

2. Conclusion of contract, trial phase

2.1 The presentation of the services on the website is not a binding offer. The contract is concluded when the Provider confirms the registration or activates access.

2.2 On conclusion of the contract, the data processing agreement (DPA) pursuant to Art. 28 GDPR is entered into at the same time. It is available at any time in the customer account under “Organisation → Data protection & security” and can be downloaded in a pre-signed version. The current model version including its annexes can be viewed before conclusion of the contract at inbrix.ai/en/avv.

2.3 Trial phase. The Provider may grant a free 14-day trial at the service level of the „Pro“ plan, limited to one AI agent and 50 bot conversations. No means of payment is required for the trial. The trial ends automatically after 14 days without any need to cancel; it does not convert into a paid subscription by itself, and no payment is collected. The customer may end the trial early at any time in the customer account, or select a paid plan at any time; if the customer subscribes while the trial is still running, the remaining trial period is credited and the first invoice is issued only after it has elapsed. After the trial ends, access is restricted to read-only: existing data remains viewable and exportable, while productive use (in particular processing tickets, sending messages and AI functions) is suspended until a paid plan is taken out. Sections 11.3 and 17.4 (data export, retention after the contract ends) apply accordingly. For the trial itself there is no claim to availability, no support entitlement and no warranty.

3. Subject of the services

3.1 The Provider makes the Software available to the customer as Software as a Service over the internet and stores the data supplied by the customer. There is no claim to the release of the source code.

3.2 The scope of functions follows from the applicable service description (website, plan overview) and the booked plan. The Software includes in particular: a ticket inbox for email, chat, web form and connected systems; a knowledge base; an embeddable chat widget; a public support portal; and AI-based functions including autonomously operating AI agents (Bots).

3.3 The Provider continuously develops the Software. Changes that do not materially restrict the contractually owed scope of functions are permitted. In the event of a material restriction, the customer may terminate for cause within 4 weeks of notification.

3.4 Services of third parties are not owed, in particular the availability of external model providers, connected third-party systems and the delivery of emails by third parties.

3.5 Dependence on third-party platforms. Individual functions – in particular the connection to the Shopware producer account – require that the respective third party (e.g. shopware AG) continues to provide its interfaces and permits their use. Their availability, continued existence and legal admissibility are outside the Provider's control (cf. Section 3.4). If a third party discontinues an interface, changes its terms of use, prohibits the use or makes it technically or legally impossible, the Provider may adjust, suspend or discontinue the affected function without this constituting a breach of duty. The Provider informs the customer of this without undue delay. If the discontinuation concerns a function that is material for the customer (in particular a function expressly listed as a component of the booked plan), the customer may terminate the contract for cause as of the date of discontinuation; fees paid in advance for the billing period remaining after the discontinuation are refunded pro rata.

4. Use of artificial intelligence

4.1 The Software uses large language models to analyse requests, draft answers and – where activated by the customer – answer them autonomously.

4.2 EU inference. Processing by language models takes place exclusively on infrastructure within the European Union under zero-data-retention conditions; the customer's content is not stored persistently by the model providers. This applies to all plans and is not a surcharge feature. Which providers the Provider uses for this follows from the sub-processor list; Section 13.2 governs changes to it.

4.3 No processing outside the EU. There is no operating mode in which customer content leaves the European Union for processing by language models. The provider does not offer such an option. The sub-processors used and their places of processing follow from the DPA and the sub-processor list.

4.4 No training. The customer's data is used neither by the Provider nor by the model providers used to train models. The Provider ensures this contractually with its sub-processors.

4.5 Subject matter of the AI service, limits of the results. AI outputs are probability-based and may be incomplete or incorrect. The subject matter of this contract is therefore not the factual correctness of individual AI outputs, but the provision and contractual functioning of the control mechanisms designed for that purpose. In particular, the Provider owes that the guardrail check runs before every autonomously sent answer, that round, budget and volume limits as well as the emergency stop take effect, that handover to a human works, and that the degree of autonomy set by the customer is observed – in particular that, without autonomous sending enabled, no answer reaches end customers without approval.

4.6 Degree of autonomy. The customer decides on the degree of autonomy for each AI employee. Where it enables autonomous sending, it does so in awareness of Section 4.5 and bears responsibility for the answers sent in this way. The Software provides approval, escalation and logging functions for this.

4.7 Transparency (Art. 50 AI Act). Fully AI-generated answers are marked as such towards end customers.

4.8 Intended purpose, roles, excluded uses. The Software is intended as a tool for handling customer enquiries in customer service. The customer uses it in its own name and for its own purposes and is therefore a deployer within the meaning of Regulation (EU) 2024/1689 (AI Act); the deployer's obligations – in particular informing data subjects in the respective deployment context and ensuring a sufficient level of AI literacy among the personnel involved (Art. 4 AI Act) – rest with the customer. Use for purposes classified as high-risk under Annex III of the AI Act is prohibited – namely creditworthiness assessment, the selection or evaluation of applicants and employees, decisions on access to education or to public benefits, risk assessment in insurance, and purposes of law enforcement, migration and justice. Use for practices prohibited under Art. 5 AI Act is likewise prohibited, in particular emotion recognition in the workplace and biometric categorisation. Where the customer changes the intended purpose in this way, it becomes a provider itself within the meaning of Art. 25(1) AI Act to that extent; it shall indemnify the Provider against all claims arising therefrom.

4.9 Logging of settings. The Software logs the settings in effect for each AI employee – in particular the degree of autonomy, the guardrail thresholds and the round and budget limits – as well as changes to them, including the time and the user account that made them. These logs are deemed an accurate record of the settings in effect at the relevant time unless the contrary is proven.

5. Registration, accounts, credentials

5.1 Access is granted to natural persons whom the customer sets up as users. Each user receives a personal account; sharing of access is not permitted.

5.2 The customer protects credentials against access by third parties and informs the Provider without undue delay in the event of suspected misuse.

5.3 The customer ensures that it is authorised to supply the data it processes.

6. Rules of use, suspension

6.1 The customer does not use the Software unlawfully. In particular, the following are prohibited: supplying unlawful content, circumventing technical restrictions, automated extraction beyond the intended interfaces, and any use that impairs availability for other customers.

6.2 In the event of a significant breach, the Provider may suspend access after prior warning; in cases of imminent danger, also without warning. The payment obligation remains in place.

7. Billing units, quotas

7.1 Team seat: a personal user account for a natural person.

7.2 AI agent (Bot): a configured, autonomously operating instance with its own name and its own rules.

7.3 Bot conversation (the billing unit): a ticket or chat that an AI agent has handled autonomously. A bot conversation covers up to the number of AI agent reply rounds stated in the plan overview. If a case goes beyond that, every further group of rounds begun counts as a further bot conversation. A handover to a human is not a reply round and does not by itself create a bot conversation. AI drafts for human approval and AI assists in the reply field (such as improve or elaborate) are served from the same quota. Not counted are summaries, the AI search and cases in which the AI agent generated no answer.

7.4 Quota. The customer's organisation has a monthly quota of bot conversations; all of the organisation's AI agents and all of its AI drafts draw on it. The size of the quota and the permitted number of AI agents are stated in the plan overview. The billing month follows the start of the contract, not the calendar month.

7.5 Behaviour when the quota is exhausted. If the quota is used up, the autonomous sending of the AI agents and the generation of further AI answers and drafts pause until additional quota is booked or the next billing month begins. Inbox, team work, portal and knowledge base remain fully usable. Without a prior decision by the customer, no automatic additional costs arise. The customer books additional quota actively – unless they have themselves activated automatic top-up under Section 7.7 in the billing settings.

7.6 Quotas are not carried over to the following month.

7.7 Automatic top-up (opt-in). In the billing settings the customer may specify that conversation packs are booked automatically when the quota is used up. This function is disabled by default and takes effect only through express activation by an organisation administrator; the price per pack and the monthly maximum are shown before activation. On activation the customer sets a maximum number of packs per billing month; beyond that nothing is charged and Section 7.5 applies again. The provider informs the customer by e-mail to the organisation administrators of every top-up, of the maximum being reached and of a failed charge; the top-ups are visible in the customer account. If a charge fails, no further automatic top-ups take place until the next billing month begins. The customer may deactivate the function at any time with effect for the future; Section 8 (prices, payment) otherwise applies unchanged.

8. Prices, payment, price adjustment

8.1 The prices agreed on conclusion of the contract apply. All prices are net plus VAT.

8.2 Billing takes place monthly or annually in advance. Payment is collected via the stored means of payment (Stripe) at the beginning of the respective billing period. Where, by way of exception, billing is by invoice, invoices are due within 14 days without deduction.

8.3 Price adjustment. The Provider may adjust the prices for ongoing contracts with 3 months' notice to the end of the month. The customer may terminate the contract as of the adjustment date up to the point the adjustment takes effect; if the customer does not terminate, the adjusted price applies from the announced date.

8.4 In the event of default in payment, the Provider may restrict access after an unsuccessful reminder with a reasonable deadline. Incoming customer requests continue to be received and stored during a restriction.

9. Availability, support

9.1 The Provider provides an availability of 99.5 % on an annual average for the production environment, measured as the share of time during which the production environment was reachable via external monitoring at 5-minute intervals, based on a calendar year; the times referred to in Section 9.2 are not taken into account.

9.2 The following do not count as downtime: announced maintenance windows (outside 8 am–6 pm on working days, announced 48 h in advance), force majeure, disruptions outside the Provider's control and outages of third-party inputs.

9.3 Support by email and in the product, Mon–Fri 9 am–5 pm, except public holidays at the Provider's seat. The first response depends on the severity class:

• Critical – production operation is at a standstill or data loss is imminent: first response by the end of the next support working day.
• Significant – a material function is significantly impaired and there is no reasonable workaround: by the end of the second support working day.
• Minor – general enquiries and minor or cosmetic defects: by the end of the fourth support working day.

10. Customer's duties to cooperate

10.1 The customer names a contact person, reports disruptions without undue delay and in a comprehensible manner, keeps the systems it has connected (mailbox, DNS, website) operational and cooperates in resolving disruptions.

10.2 When using AI employees, the customer selects the degree of autonomy and the guardrail settings appropriate to its intended use, maintains the knowledge base the AI relies on, and spot-checks autonomously sent answers. Where it becomes aware of incorrect outputs, it adjusts the settings or suspends autonomous sending.

11. Rights in the Software, customer's data

11.1 For the term of the contract, the customer receives a simple, non-transferable, non-sublicensable right to use the Software in its own business operations.

11.2 The data supplied by the customer remains its data. The Provider acquires no rights to it beyond what is necessary to provide the service.

11.3 Data export. The customer can export its content (tickets, contacts, knowledge base, attachments) during the term of the contract in a common, machine-readable format.

11.4 The Provider may evaluate aggregated, non-personal usage statistics to improve the Software.

12. Confidentiality

Both parties treat confidential information of the other party as confidential and use it only to perform the contract. The obligation applies for 3 years beyond the end of the contract. Excepted are obvious or independently developed information and statutory disclosure obligations.

13. Data protection

13.1 Both parties comply with the GDPR. Where the Provider processes personal data on behalf of the customer, the DPA pursuant to Art. 28 GDPR (Section 2.2) applies, which takes precedence over these terms insofar as it contains deviating provisions.

13.2 The sub-processors used are publicly available at Subprocessors. The Provider announces changes at least 30 days in advance, actively by email to the organisation's administrators – with provider, purpose, location and date; the customer may object within this period.

14. Warranty

14.1 The Provider warrants the contractual usability of the Software during the term of the contract.

14.2 Strict liability for initial defects pursuant to § 536a (1) alt. 1 BGB is excluded.

14.3 Limitation period. Claims of the customer for defects become time-barred after twelve months from the statutory commencement of the limitation period. The cases covered by Section 15.1 remain unaffected; the statutory periods apply to them.

15. Liability

15.1 The Provider is liable without limitation for intent and gross negligence, for injury to life, body and health, under the German Product Liability Act and to the extent of a guarantee assumed.

15.2 In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the Provider is liable limited in amount to the typical, foreseeable damage, at most to the net remuneration paid in the twelve months before the damaging event, but not less than EUR 50,000.

15.3 Otherwise liability is excluded. Mandatory statutory liability remains unaffected, in particular liability towards data subjects under Art. 82 GDPR; § 10 of the data processing agreement governs the internal apportionment.

15.4 Loss of data. The Provider owes the backup of data stored in the system as set out in the data processing agreement. Subject to Section 15.1, liability for the loss of data is limited in amount to the effort that would have been necessary to restore the data given proper backup by the Provider and use of the export function under Section 11.3 by the customer.

15.5 What counts as a guarantee. The Provider assumes a guarantee within the meaning of Section 15.1 only where it expressly designates a characteristic as a guarantee in these terms or in a separate agreement in text form. Statements on the website, in product descriptions, price overviews and other marketing materials do not constitute a guarantee, even where they use the word “guarantee”. This does not affect the agreed quality of the services, which follows from these terms, in particular from Sections 3, 4 and 9.

16. Indemnification

16.1 Indemnification by the customer. The customer shall indemnify the Provider against justified third-party claims raised against the Provider, insofar as they are based on a use of the Software in breach of contract for which the customer is responsible, or on an infringement of rights by content supplied by the customer. Claims based on a breach of duty by the Provider are excluded.

16.2 Indemnification by the Provider. The Provider shall indemnify the customer against justified third-party claims raised against the customer, insofar as they are based on the contractual use of the Software infringing third-party industrial property rights or copyrights. In that case the Provider may, at its option, modify or replace the Software so that the infringement ceases, obtain a corresponding right of use, or terminate the contract for cause and refund fees paid in advance for the remaining billing period on a pro-rata basis. Section 15 applies accordingly.

16.3 Procedure. The party entitled to indemnification shall inform the other party without undue delay of the asserted claim, shall on request hand over the conduct of the legal defence, and shall make no acknowledgement without that party's consent. Both parties shall support each other in the defence and provide the information required for it.

17. Term and termination

17.1 The contract runs for an indefinite period and can be terminated with monthly payment at the end of the billing month, and with annual payment at the end of the term.

17.2 Terminations require text form.

17.3 The right to extraordinary termination for good cause remains unaffected.

17.4 After the end of the contract, the Provider makes the customer's data available for export for 30 days and then deletes it in accordance with the procedure described in the DPA.

18. Changes to these terms

18.1 The Provider may change these terms with 4 weeks' notice to the end of the month if this is necessary to adapt to a changed legal situation, case law or a changed service.

18.2 The customer may object to the change within 4 weeks of receipt. The Provider points out the deadline and the legal consequences separately in the notification. If the customer objects, the Provider may terminate ordinarily with effect from the date the change takes effect.

19. Final provisions

19.1 German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

19.2 The exclusive place of jurisdiction is Frankfurt am Main, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.

19.3 Should individual provisions be invalid, the remainder of the contract remains valid.