Terms & Conditions

Convenience translation. Only the German version is legally binding; in the event of any discrepancy the German text prevails.

General Terms and Conditions (GTC) for the elunos.ai platform
Status: September 2026

elunos.ai Labs UG (haftungsbeschränkt)
Neue Mainzer Straße 31, 60311 Frankfurt am Main
represented by the managing directors Konstantin Leidig and Felix Reuter
(hereinafter “elunos” or “Provider”)

Published on 21.09.2026, which is also the date from which this version applies to new registrations and new orders.

Part A. Account and free trial use

1. Scope, definitions, legal documents hub

1.1 These General Terms and Conditions (hereinafter “GTC”; also referred to as “Terms of Use” on the platform, in the registration process and in the ordering process) of elunos.ai Labs UG (haftungsbeschränkt), Neue Mainzer Straße 31, 60311 Frankfurt am Main, apply (a) to registration with the elunos.ai platform, the user account and the free trial use (Part A) and (b) to the paid use of the platform by way of a software-as-a-service model (Parts B and C). “Customer” is the company designated in the customer account; prior to an order, the Customer is also referred to as “User” in Part A. The Provider and the Customer are jointly referred to as the “Parties”.

1.2 The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). Use by consumers pursuant to Section 13 BGB is excluded.

1.3 The platform is directed at companies in all sectors; in addition, it is suitable for use by Professional Secrecy Holders (Section 203 of the German Criminal Code (Strafgesetzbuch, StGB)). For Professional Secrecy Holders, Clauses 4 and 24 and Annex 5 apply in addition.

1.4 elunos publishes these GTC, Annexes 4 and 5, the privacy notice, the cookie policy and the legal notice (Impressum) in their respective current version on elunos.ai; the location of each document is set out in Clause 11.1. elunos displays Annexes 1 to 3 (Service Description, Service Level Agreement, Price Sheet) to the Customer in the ordering process and makes them available to the Customer in the customer account in the exact version concerned, as it does all versions applicable to the Customer; in addition, the prices of the plans are shown on the website and on the platform.

1.5 These GTC apply exclusively to the elunos.ai platform. Consulting services and other services outside the platform are not the subject matter of these GTC; they are governed by separate terms.

2. Registration and user account

2.1 Registration requires truthful and complete information. The User shall keep its information up to date. If the User intentionally or with gross negligence provides untrue or incomplete information, elunos reserves the right to terminate for good cause; any damage arising therefrom shall be borne in full by the User.

2.2 Any person registering on behalf of a company warrants that they are authorised to represent it.

2.3 Access credentials shall be kept secret and shall not be passed on to third parties. If there are indications of unauthorised use, the User shall inform elunos without undue delay.

2.4 Scope of registration: Upon registration, solely a contract free of charge concerning the user account and the trial use pursuant to this Part A is concluded (Account Agreement). No paid contract is concluded upon registration. Costs are incurred only upon an express order with obligation to pay pursuant to Clause 10. The contractual documentation for the paid use can be viewed at any time via the legal documents hub (Clause 1.4) and is displayed to the User in the ordering process with an indication of the version.

3. Free trial use (Free Plan)

3.1 elunos makes available to registered Users a free allowance of 30 minutes of call time with an agent of the platform.

3.2 The sole purpose is self-testing. The User itself speaks with the agent in order to become acquainted with its behaviour. Deploying the agent for the User's own customers, patients, clients or other third parties is not permitted in the Free Plan and is not technically provided for.

3.3 There is no entitlement to the free trial use. elunos may change the scope and availability at any time or discontinue the offer.

3.4 No service level applies to the free trial use. Availability, response times and range of functions are not warranted.

4. No third-party data without a contractual basis

4.1 The User shall neither enter into the platform nor mention to an agent during a call any personal data of third parties the processing of which by elunos would constitute processing on behalf of the User, for as long as the contractual basis pursuant to Clause 4.3 does not exist. This applies in particular to data of the User's own customers, patients or clients and to all data that are subject to professional or official secrecy. In the Free Plan, this prohibition applies without exception. Contact data of the User's own employees for the purpose of setting up and administering the account are not third-party data within the meaning of this Clause.

4.2 The reason: the processing of personal data of third parties on behalf of the User requires a Data Processing Agreement (Annex 4); in the case of Professional Secrecy Holders pursuant to Section 203 StGB, the commitment of elunos to professional secrecy is required in addition (Annex 5). Both take effect only upon the conclusion of the contract pursuant to Clause 10; until then, elunos is not an assisting person bound pursuant to Section 203 para. 3 sentence 2, para. 4 StGB, and revealing a secret to elunos would constitute a disclosure within the meaning of Section 203 para. 1 StGB.

4.3 The entry and processing of personal data of third parties is permitted as soon as the SaaS Agreement including the Data Processing Agreement (Annex 4) has been concluded. If the data are subject to professional secrecy, it is permitted as soon as, in addition, the confirmation pursuant to Clause 24.5 has been given and the Undertaking pursuant to Annex 5 applies.

4.4 In the Free Plan, elunos stores neither transcripts nor audio recordings; the voice service provider used is configured for zero retention for the Free Plan. This does not release the User from Clause 4.1. The disclosure of a secret is completed upon its being revealed and is not cured by the fact that no storage takes place.

5. Obligations of the User, misuse

5.1 The User shall not use the platform unlawfully, in particular not for the dissemination of unlawful content and not for the circumvention of technical restrictions, specifically not for the circumvention of the allowance under Clause 3.1 or of the restriction under Clause 3.2.

5.2 In the event of a reasonable suspicion of a significant breach of these GTC, elunos may temporarily suspend access. elunos shall inform the User of the suspension and the reason for it.

6. No professional advice

6.1 The responses of an agent are generated by machine and may be incomplete or inaccurate. They do not constitute professional advice, in particular no medical, pharmaceutical, legal, tax or financial advice, and are no substitute for such advice.

6.2 In the Free Plan, the User tests the agent for the purpose of its own assessment. The User shall not take any decisions having effect vis-à-vis third parties on the basis of the test responses.

7. Data protection in relation to the account and trial use

7.1 Information on the processing of personal data is contained in the privacy notice for the web app, available in the legal documents hub (Clause 1.4).

7.2 Where elunos processes personal data of the User itself in the context of registration and the free trial use, elunos is the Controller in respect thereof. No processing on behalf takes place in this phase; this presupposes compliance with Clause 4.1.

8. Liability in the case of use free of charge

8.1 elunos is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, and under the German Product Liability Act (Produkthaftungsgesetz).

8.2 In the case of simple negligence, elunos is liable only for the breach of a material contractual obligation, the fulfilment of which makes proper performance possible in the first place and on the observance of which the User may regularly rely, and limited in amount to the damage that was foreseeable at the time the Account Agreement was entered into and is typical for this type of contract. In all other respects, liability under this Part A is excluded.

9. Term and termination of the account

9.1 The User may terminate the Account Agreement, which is free of charge, at any time without stating reasons and have its account deleted. elunos may terminate the Account Agreement in text form subject to a notice period of two weeks; during the term of a SaaS Agreement (Parts B and C), termination by elunos is excluded. The account shall continue to exist at least to the extent required for the performance of an ongoing SaaS Agreement and for access to the documents and logs pursuant to Clauses 1.4 and 10.5; after termination of the SaaS Agreement, read access is sufficient for this purpose.

9.2 A deletion does not affect data which elunos is obliged by law to retain, nor consent logs relating to concluded contracts (Art. 17 para. 3 lit. e GDPR).

Part B. Conclusion of the contract, contractual components and order of precedence

10. Conclusion of the contract (two-stage)

10.1 The conclusion of the contract takes place in two stages: upon registration, the Account Agreement, which is free of charge, pursuant to Part A is concluded (Clause 2.4). The paid SaaS Agreement pursuant to Parts B and C is concluded exclusively in accordance with the following paragraphs.

10.2 The presentation of plans and services in the legal documents hub, on the websites and in the app is non-binding and subject to change and does not constitute a binding offer by elunos, but rather an invitation to the Customer to submit an offer itself.

10.3 By clicking the button “Kostenpflichtig bestellen” (order with obligation to pay), the Customer submits a binding offer to conclude a SaaS Agreement for the selected plan on the basis of these GTC and the Annexes pursuant to Clause 11 in the versions indicated in the ordering process. Before the order is submitted, the contractual components with their versions, the selected plan with the prices, the minimum term of 12 months, the automatic renewal by 12 months in each case (Clause 26.2) and the notice period of 4 months to the end of the term are displayed to the Customer; the documents can be retrieved at this point, without their being displayed in full being a condition of validity.

10.4 The contract is concluded only upon acceptance of the offer by elunos. Acceptance is effected by order confirmation in text form (in particular by e-mail or in the customer account). Any automatic confirmation of receipt of the order does not constitute acceptance. If elunos does not accept the offer within five working days of receipt of the order, the offer lapses; the Customer is then no longer bound. Conclusion of the contract within the meaning of these GTC and all Annexes is the receipt of the order confirmation by the Customer.

10.5 The relevant contractual components, their respective accepted version and the times of the order and of acceptance are logged in the customer account in a manner suitable as evidence, including a cryptographic checksum of the accepted documents, and are confirmed to the Customer in text form with the order confirmation. A handwritten or electronic signature is not required.

10.6 Data Processing Agreement: The Data Processing Agreement (Annex 4) is not merely linked. The Customer confirms it separately in the ordering process in the version indicated there (Clause 11.1); the confirmed version is logged pursuant to Clause 10.5. The Data Processing Agreement is concluded at the same time as the SaaS Agreement (Clause 10.4); conclusion in electronic form is sufficient (Art. 28 para. 9 GDPR).

10.7 If the Customer is a Professional Secrecy Holder, it confirms this in the ordering process in a separate declaration; the details and the application of Annex 5 are governed by Clause 24.

11. Contractual components, Annexes and versions

11.1 The components of the SaaS Agreement are these GTC (Parts A to D) and the Annexes listed below, in each case in the version indicated in the ordering process that is current at that time. The accepted versions are logged pursuant to Clause 10.5, confirmed to the Customer in text form and remain authoritative for the contract until they are effectively amended pursuant to Clause 28; each document can be retrieved in the exact version concerned at the respective location:

11.2 The Annexes become part of the contract upon conclusion of the contract, without any separate agreement or signature being required. For Annex 4, the separate confirmation pursuant to Clause 10.6 applies in addition; for Annex 5, the issuance and confirmation pursuant to Clause 24. Each Annex bears its version (format YYYY-MM) and the issuing company in the document head; earlier versions remain retrievable with an indication of their version date (Clause 1.4). Insofar as an Annex refers to the “Main Agreement”, this means the SaaS Agreement pursuant to these GTC (Clause 14).

11.3 Annexes 4 and 5 apply only insofar as their respective scope of application is triggered. Annex 5 applies to every Customer that is in fact a Professional Secrecy Holder; the confirmation pursuant to Clause 24.5 documents this status and triggers the issue of the executed copy pursuant to Clause 24.6, but is not a prerequisite for its application.

11.4 Amendments to these GTC and the Annexes are governed by Clause 28: Part A by Clause 28.1, Parts B to D and Annexes 1 to 3 by Clause 28.2 (notification in text form with a right of termination), Annexes 4 and 5 by Clause 28.3 (only with express consent).

12. Order of precedence

12.1 Individual agreements between the Parties in text form take precedence over these GTC and the Annexes.

12.2 In all other respects, in the event of conflicts between the contractual components, the following order of precedence applies:

a) Annex 5, insofar as it governs duties of confidentiality under professional law;

b) Annex 4 in matters of data protection law;

c) Annex 3;

d) Annexes 1 and 2;

e) these GTC.

12.3 The specific precedence rules in the Annexes (in particular the precedence of Annex 4 in matters of data protection law and the precedence of Annex 5 with regard to duties of confidentiality under professional law) give concrete form to this order of precedence and remain unaffected.

Part C. The SaaS Agreement (paid use)

13. Subject matter of the contract; nature and scope of the provision for use

13.1 The Provider operates the software application “elunos.ai” (AI agents for the automated answering and handling of telephone calls and text chats as well as associated functions, hereinafter “Software”) and makes it available to the Customer for use via the internet by way of a software-as-a-service model. The Software is operated on servers of the Provider or of the subcontractors engaged by it.

13.2 The Handover Point for the services is the router exit of the data centre. The scope of services owed results from the Service Description (Annex 1) in the version shown at the time of the order and logged in accordance with Clause 10.5 (Clause 11.1). The Provider gives no warranty for the quality and availability of the data connection between the Handover Point and the Customer's systems.

13.3 The Provider provides the Software in the respective current version and develops it further. Changes which do not reduce the scope of services owed under Clause 13.2 are permitted at any time; the Provider shall inform the Customer of material changes at least two weeks in advance in text form. Changes which reduce the scope of services owed require the Customer's consent (Clause 28.2). Maintenance work is carried out in accordance with Annex 2 Clause 3.

13.4 The Provider owes the service level values specified in the Service Level Agreement (Annex 2).

14. Definitions

The following terms apply to these GTC and their Annexes:

a) “Software”: the software application pursuant to Clause 13.1 including the associated agents, interfaces and the customer portal.

b) “Handover Point”: the router exit of the data centre in which the Software is operated.

c) “End Users”: the natural persons who use the Software on the Customer's side in accordance with the contract.

d) “SLA”: the Service Level Agreement pursuant to Annex 2.

e) “Customer Data”: all data which the Customer or the End Users attributable to it import into the Software or which arise for the Customer in the course of the use of the Software, including conversation content, transcripts and configurations.

f) “conclusion of the contract”: the receipt of the order confirmation by the Customer (Clause 10.4).

g) “Contract Year”: the period of twelve months from the conclusion of the contract or, as the case may be, from the respective anniversary of the conclusion of the contract.

h) “Professional Secrecy Holder”: a Customer who is a holder of professional secrecy within the meaning of Section 203 para. 1 StGB.

i) “Main Agreement”: the SaaS Agreement pursuant to Parts B and C of these GTC; where the Annexes use this term, this document is meant.

15. Access authorisation

15.1 The Provider makes access authorisations (user ID and password) available to the Customer to the extent resulting from the selected plan (Annex 3) per workstation or, as the case may be, per End User.

15.2 Passwords must meet the requirements specified in the Software. The Customer shall ensure that access authorisations are used only by the respective authorised End Users.

15.3 The Customer and its End Users shall keep the access data secret and shall not pass them on to third parties.

15.4 If there is a suspicion that access data are being used without authorisation or have become known to third parties, the Customer shall inform the Provider without undue delay. The Provider may block affected access authorisations and issue new ones.

16. Training and support

16.1 The Provider makes documentation of the Software available to the Customer and provides an induction to the extent described in Annex 1. The Provider shall provide further training services only against separate remuneration in accordance with the daily rates set out in Annex 3.

16.2 Support is available on working days from 09:00 to 17:00 (CET/CEST), with the exception of public holidays in the German federal state of Hesse, by e-mail to support@elunos.ai and via the chat in the customer account. Response and restoration times are governed by the SLA (Annex 2).

17. Data storage

17.1 The storage quota resulting from the selected plan (Annex 3) is available to the Customer.

17.2 The Provider carries out data backups in accordance with the SLA (Annex 2). Backup copies are retained for 30 days.

18. Remuneration and payment terms

18.1 For the use of the Software, the Customer shall pay a monthly remuneration in the amount shown in the Price Sheet (Annex 3) for the selected plan, plus the respective statutory value added tax. The Price Sheet in the version displayed at the time of the order and logged in accordance with Clause 10.5 is authoritative; it is generated from the same price source from which the website and the platform also display the prices of the plan, and corresponds to them. Subsequent changes to the prices displayed on the website or in the platform affect a current contract only in accordance with Clauses 18.3 and 28. The amount of the remuneration for any additional services results from the Price Sheet (Annex 3).

18.2 The remuneration falls due in advance at the beginning of each billing period and is billed monthly via the payment service provider Stripe. In the Managed model (Annex 1 Clause 3.2), the obligation to pay the monthly base fee begins upon receipt of the first acceptance approval pursuant to Annex 1 Clause 7; partial calendar months are billed pro rata temporis. If the Provider notifies the Customer in text form that the set-up has been completed and the agent configuration is ready for acceptance (notification of operational readiness), and if the Customer culpably refuses or delays the acceptance approval without objective reason, the payment obligation begins at the latest 14 calendar days after receipt of this notification. Usage-based remuneration (Annex 3 Clause 3) and additional services on a time and materials basis (Annex 3 Clause 5) are billed in arrears with the invoice for the following billing period. Invoices are payable within 14 days of receipt of the invoice without deduction.

18.3 The Provider is entitled to adjust the remuneration once per calendar year to a reasonable extent in line with the general development of costs. The adjustment must not exceed the consumer price index for Germany of the German Federal Statistical Office (Statistisches Bundesamt) for the respective twelve-month period; if the relevant index falls, the Provider shall pass on cost reductions in accordance with the same standards by lowering the remuneration. The Provider shall announce a price adjustment to the Customer at least six weeks in advance in text form. If the price adjustment exceeds 5 per cent, the Customer is entitled to terminate the contract extraordinarily with effect from the time at which the adjustment takes effect.

18.4 In the event of culpable default in payment, the statutory default interest in the amount of 9 percentage points above the respective base interest rate pursuant to Section 288 para. 2 BGB applies.

19. Customer's duties to cooperate

19.1 The Customer shall ensure on its side the system requirements described in Annex 1.

19.2 The Customer shall name to the Provider a contact person and a deputy for the performance of the contract.

19.3 The Customer is responsible for the lawfulness of the data, content, knowledge documents and configurations imported by it or its End Users and shall ensure that these do not infringe any rights of third parties.

19.4 The Customer shall notify the Provider of defects of the Software without undue delay in text form and shall describe the circumstances of their occurrence, to the extent this is possible for it.

20. Rights of use, data and technology providers; indemnification

20.1 For the term of the contract, the Customer is granted the simple, non-exclusive, non-transferable and non-sublicensable right to use the Software for its own business purposes within the contractually agreed scope.

20.2 The Customer grants the Provider the right to reproduce and process the Customer Data to the extent this is necessary for the provision of the contractual services, including data backup.

20.3 The Provider is not entitled to use the Customer Data for its own purposes, to pass them on to third parties or to use them for the development, training or improvement of its own or third-party artificial intelligence models, unless this is necessary for the performance of the contract or has been expressly approved by the Customer.

20.4 The Software uses technologies of third-party providers, in particular the conversational AI platform of ElevenLabs. The Customer shall use the Software only in accordance with the usage restrictions of these technology providers, in particular the ElevenLabs Prohibited Use Policy (available at elevenlabs.io/use-policy) in the version applicable at the time of conclusion of the contract, the restrictions of which apply to the Customer at least to an equivalent extent. The Provider keeps the version of the relevant policies applicable at the time of conclusion of the contract available for retrieval by the Customer in the customer account and informs the Customer of material changes in text form.

20.5 The Customer grants the Provider and the technology providers used by it (including ElevenLabs, its affiliated companies and subcontractors) the non-exclusive right to process the data arising from the use of the Software to the extent and for as long as this is necessary for the provision and support of the Software. The restrictions under Clause 20.3, the Data Processing Agreement (Annex 4) and, if the Customer is a Professional Secrecy Holder, the Undertaking pursuant to Clause 24.4 (Annex 5) remain unaffected.

20.6 In relation to its technology providers, the Provider acts in its own name; in particular, it is not a representative, partner or shareholder of ElevenLabs. With regard to the enforcement of the usage restrictions pursuant to Clause 20.4, ElevenLabs is a third-party beneficiary of this contract (Section 328 BGB); the benefit is limited to the enforcement of these usage restrictions and does not establish any performance obligations of the Customer of its own towards ElevenLabs.

20.7 The Customer shall indemnify the Provider against all justified claims of third parties which are based on the fact that the Customer or the End Users attributable to it have used the Software contrary to this contract, contrary to the usage restrictions of the technology providers pursuant to Clause 20.4 or contrary to applicable law (use in breach of contract). This applies in particular to claims on account of

a) the recording or processing of conversations without the required information or consent of the callers,

b) the infringement of third-party rights by content, knowledge documents or configurations provided by the Customer,

c) the use of individual voice profiles (voice cloning) without the required rights and consents of the speakers concerned, and

d) the deactivation or suppression of the AI notice contrary to Clause 21.3 or any other breach of the transparency obligations incumbent on the Customer as deployer pursuant to Art. 50 of Regulation (EU) 2024/1689.

The indemnification also covers justified claims which technology providers of the Provider, in particular ElevenLabs, assert against the Provider on the basis of a use in breach of contract.

A claim is justified if it exists on the merits and in its amount; a final and binding judicial determination is not required. A claim is also deemed to be justified to the extent that it has been determined by a final and binding decision, the Customer has acknowledged it, or the Provider has acknowledged it or disposed of it by way of settlement with the prior consent of the Customer. The Customer shall refuse its consent to an acknowledgement or settlement only for good cause; consent that is unreasonably refused or not declared within a reasonable period is deemed to have been given.

The Customer shall further reimburse the Provider for the reasonable and necessary costs of the legal defence against claims that are based on a use in breach of contract, provided that a use in breach of contract actually occurred; whether the third party succeeds with its claim is irrelevant for the reimbursement of the defence costs. The Provider shall agree the nature and scope of the legal defence and the engagement of external advisers with the Customer in advance, to the extent this is possible without jeopardising time limits or legal positions; defence measures that cannot be postponed remain reimbursable even without prior agreement, to the extent they were necessary. Remuneration for legal defence may exceed the costs under the German Lawyers' Remuneration Act (Rechtsanwaltsvergütungsgesetz, RVG).

The Provider shall inform the Customer of asserted claims without undue delay in text form, shall enable the Customer to defend against the claim to the extent this is legally and factually possible, and shall not, without the prior consent of the Customer, make any acknowledgement or conclude any settlement, to the extent their conclusion lies in the hands of the Provider; agreements which a technology provider enters into with third parties in its own name are not equivalent to a settlement by the Provider. If the Provider breaches an obligation under this paragraph, the indemnification and the reimbursement of costs are reduced to the extent that the Customer has suffered a disadvantage as a result.

If the claim is also based on a circumstance for which the Provider is responsible, the indemnification and the reimbursement of costs are reduced to the extent corresponding to the Provider's share of fault; statutory claims of the Customer on account of the Provider's own breaches of duty remain unaffected.

21. AI transparency (Art. 50 of Regulation (EU) 2024/1689)

21.1 Within the meaning of Regulation (EU) 2024/1689 (AI Act), the Provider is the provider and the Customer is the deployer of the AI system made available as part of the Software. The respective supervisory and product-related obligations of provider and deployer remain unaffected.

21.2 The Provider makes the Software available in such a way that natural persons interacting with an agent are informed that they are communicating with an artificial intelligence system, unless this is already obvious from the circumstances (Art. 50 para. 1 AI Act). For this purpose, a corresponding notice at the beginning of the conversation is preset in accordance with Annex 1.

21.3 The Customer shall not deactivate the notice pursuant to Clause 21.2 and shall not work towards it being omitted or becoming incomprehensible. If the Customer creates agents itself in self-service or has them created by partners, it shall ensure that each of these agents gives the notice at the beginning of the conversation; the platform provides the notice for this purpose (Annex 1 Clause 2). Adjustments to the wording are permissible to the extent that the information pursuant to Art. 50 para. 1 AI Act is preserved. Deactivation may be considered only to the extent that the information is not required by law in the individual case, and requires the prior consent of the Provider in text form.

21.4 The Provider implements the requirements of Art. 50 para. 2 AI Act regarding the marking of synthetic audio content in accordance with the state of the art and their technical feasibility in the telephony channel; details are governed by Annex 1.

21.5 If the Customer breaches its obligations pursuant to Clause 21.3, the indemnification pursuant to Clause 20.7 lit. d applies.

22. Availability, maintenance, service levels

22.1 Availability, response and recovery times as well as the legal consequences of falling short of them are governed by the SLA (Annex 2). In the event of deviations between this Clause and Annex 2, Annex 2 prevails (Clause 12.2).

22.2 The Provider owes an availability of the Software of 99.5 per cent on a monthly average in accordance with Annex 2.

22.3 The regular maintenance window is between Sunday 22:00 and Monday 06:00. Announced maintenance work within the maintenance window is not deemed to be unavailability in accordance with Annex 2. With the consent of the Customer, the Provider may also interrupt the provision of services outside the maintenance window in order to carry out maintenance work for a period determined in advance; in accordance with Annex 2, these periods are disregarded in the calculation of availability. The Customer shall refuse its consent only if there is a legitimate interest in doing so.

23. Return and deletion of data

23.1 After termination of the contract, the Provider shall make the Customer Data available to the Customer for download in a common, machine-readable format (CSV) for a period of three weeks.

23.2 The Provider shall delete the Customer Data within one week after the download has taken place, but no later than three months after termination of the contract. Statutory retention obligations and Art. 17 para. 3 lit. e GDPR remain unaffected; in all other respects, the deletion concept pursuant to Annex 4-D applies.

23.3 A transfer of the data to third parties or any support going beyond Clause 23.1 is provided against separate remuneration pursuant to Annex 3.

23.4 Upon request, the Provider shall confirm the deletion to the Customer in text form.

24. Data protection, commissioned processing and professional secrecy

24.1 To the extent that the Provider processes personal data within the meaning of the General Data Protection Regulation (GDPR) on behalf of the Customer, the Data Processing Agreement pursuant to Art. 28 GDPR concluded at the same time as this contract applies (Annex 4, Clause 10.6). The Data Processing Agreement takes precedence over this contract in matters of data protection law (Clause 12). The special measures for the voice AI service, including the zero retention mode, are governed as a service commitment in Annex 4-D Clause 5.

24.2 The Provider processes personal data in principle within the European Union and the European Economic Area. A transfer to third countries takes place only to the extent that the use of the sub-processor concerned has been agreed in the Data Processing Agreement together with the list of sub-processors (Annex 4) and the requirements of Chapter V GDPR are met, in particular an adequacy decision of the European Commission or standard contractual clauses (SCCs) pursuant to Art. 46 para. 2 lit. c GDPR (Implementing Decision (EU) 2021/914) with supplementary measures where necessary. The Provider documents the assessment of the third-country transfers (Transfer Impact Assessment) and makes this documentation available to the Customer upon request.

24.3 The Provider shall commit its employees involved in the data processing to confidentiality pursuant to Art. 28 para. 3 lit. b GDPR.

24.4 If the Customer is a Professional Secrecy Holder, Annex 5 applies in addition. Annex 5 is a unilateral Undertaking by the Provider to observe the professional secrecy of the Customer. It is issued signed by the Provider (Section 126 para. 1 BGB) and becomes part of the contract upon conclusion of the contract. In the event of contradictions, Annex 5 takes precedence over this contract and Annex 4 with regard to duties of confidentiality under professional law (Clause 12).

24.5 The Customer confirms its status as a Professional Secrecy Holder in the ordering process in a separate declaration that must be specifically confirmed. The confirmation is logged pursuant to Clause 10.5. It is a prerequisite for the activation of agents through which information subject to professional secrecy passes. The Provider may make the activation dependent on a plausibility check of the information provided, in particular by comparison with the Customer's sector, professional chamber and register details; it shall complete the plausibility check within five working days after the confirmation. If the Customer cannot use the Software because an activation is still pending and the Customer is not responsible for this, the obligation to pay the monthly base fee begins, to that extent, only upon activation.

24.6 The Provider shall, without being requested to do so, make available to each Customer pursuant to Clause 24.4 an executed copy of Annex 5, issued in the name of the Customer and signed by the Provider, as a PDF document in the customer account (Section 11a of Annex 5). At the Customer's request, the executed copy may be countersigned with its wording unchanged; the countersignature is not required for its effectiveness. The declaration is designed to satisfy the requirements under professional law for the commitment of service providers, including those professional codes of conduct that require a written commitment.

24.7 The Customer is responsible for informing the callers about any recording or processing of conversations and for any consents that may be required; Clause 20.7 lit. a remains unaffected.

25. Warranty and liability

25.1 The liability of the Provider for defects of the Software is governed by the following provisions. The strict liability, irrespective of fault, for initial defects pursuant to Section 536a para. 1 alt. 1 BGB is excluded.

25.2 If there is a defect of the Software, the Provider is obliged to provide subsequent performance. The Provider fulfils its obligation of subsequent performance by providing a defect-free version of the Software or by workarounds, to the extent these are reasonable for the Customer.

25.3 The Provider is liable without limitation for damage arising from injury to life, body or health which is based on a negligent or intentional breach of duty by the Provider or an intentional or negligent breach of duty by a legal representative or vicarious agent, as well as for other damage which is based on an intentional or grossly negligent breach of duty by the Provider, its legal representatives or vicarious agents. Liability under the German Product Liability Act (Produkthaftungsgesetz) as well as any guarantee assumed by the Provider remain unaffected.

25.4 In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), the liability of the Provider is limited per damage event to the annual contract value. The Parties understand a damage event to be any event which is based on a breach of duty by a contracting party and thereby causes compensable damage. Several instances of damage which are based on the same breach of duty or on several similar breaches of duty that are closely connected with each other in terms of subject matter and time are deemed to be one single damage event (serial damage). The point in time at which the damage first occurs is decisive. The annual contract value is twelve times the monthly base fee pursuant to Annex 3 applicable at the beginning of the respective Contract Year; usage-based remuneration is disregarded. Material contractual obligations are obligations whose fulfilment is what makes the proper performance of the contract possible in the first place and on whose observance the Customer regularly relies and may rely.

25.5 For contractual claims of the Customer arising from or in connection with the processing of personal data, the separate liability cap pursuant to Section 10 para. 4 of Annex 4 applies instead of the liability cap pursuant to Clause 25.4: in this respect, the liability of the Provider is limited per calendar year to the higher of the two amounts of (a) twice the annual contract value within the meaning of Clause 25.4 and (b) the sum insured under the cyber and financial loss liability insurance maintained by the Provider in the amount of EUR 500,000. Clause 25.3 and any other mandatory statutory liability remain unaffected. Claims of data subjects pursuant to Art. 82 GDPR remain unaffected; the allocation of liability as between the Parties is governed by Section 10 of Annex 4.

25.6 In all other respects, the liability of the Provider is excluded.

25.7 For loss of profit and other indirect damage, the Provider is liable in the event of simple negligence only within the scope and up to the amount of Clause 25.4.

25.8 Liability in the event of non-compliance with the committed availability is conclusively governed by the Service Level Agreement (Annex 2). Claims on account of intent, gross negligence or injury to life, body or health (Clause 25.3), claims on account of the breach of cardinal obligations (Clause 25.4) and the statutory right of the Customer to reduce the remuneration remain unaffected; credits under the Service Level Agreement are set off against a reduction relating to the same period.

25.9 The limitation period for claims of the Customer on account of defects is governed by the statutory provisions.

25.10 The foregoing limitations of liability of this Clause 25 also apply to the personal liability of the legal representatives, corporate bodies, salaried staff, employees and other vicarious agents of the Provider.

26. Contract term and termination

26.1 The contract enters into force upon conclusion of the contract pursuant to Clause 10.4 (receipt of the order confirmation by the Customer) and has an initial term of 12 months.

26.2 The contract is automatically extended by a further 12 months unless it is terminated by one of the Parties in text form with a notice period of 4 months to the end of the respective contract term.

26.3 The right of both Parties to extraordinary termination for good cause (Section 314 BGB) remains unaffected. Good cause exists for the Provider in particular if the Customer is in default with the payment of the agreed remuneration in an amount of at least two monthly amounts and does not pay despite a reminder setting a reasonable grace period. Good cause exists for the Customer in particular if

a) the core function of the Software has failed completely over an uninterrupted period of more than five calendar days (total failure of priority class P1 pursuant to Annex 2 Clause 4; the total failure of an approved agent is equivalent to the failure of the core function, Annex 2 Clause 1), to the extent that the downtimes are to be taken into account as unavailability within the meaning of Annex 2 Clause 2, and the Provider has not remedied the fault despite a fault report by the Customer and the setting of a reasonable grace period; or

b) the availability pursuant to Annex 2 Clause 2 is below 98.0 per cent in each of two consecutive calendar months or in each of three calendar months within a period of twelve months, the Customer has given the Provider a formal warning in text form on account of the shortfall after the first of these calendar months, and at least one further shortfall in the aforementioned sense has occurred thereafter.

Good cause for the Customer further exists if it justifiably terminates the Data Processing Agreement without notice pursuant to Section 1 para. 5 of Annex 4. The extraordinary right of termination in connection with the change of subcontractors is governed by Section 6 paras. 3 and 4 of Annex 4. If the Customer is a Professional Secrecy Holder and the Undertaking pursuant to Clause 24.4 (Annex 5) applies, a serious breach of this Undertaking by the Provider is equivalent to a serious data protection breach within the meaning of Section 1 para. 5 of Annex 4.

26.4 If, in the Managed model (Annex 1 Clause 3.2), the first acceptance approval pursuant to Annex 1 Clause 7 has not taken place within three months after conclusion of the contract, each Party is entitled to terminate this contract in text form with a notice period of two weeks, provided that it is not itself predominantly responsible for the delay. Claims arising from separately commissioned set-up services remain unaffected.

27. Confidentiality

27.1 The Parties undertake to keep secret all confidential information of the respective other Party which becomes known to them in the course of the performance of the contract, not to pass it on to third parties and to use it only for the fulfilment of the contractual obligations. Confidential information means trade secrets within the meaning of Section 2 no. 1 of the German Trade Secrets Act (Geschäftsgeheimnisgesetz, GeschGehG) as well as all information marked as confidential. The duty of confidentiality continues to exist for three years after termination of the contract. Should a confidentiality agreement have been concluded previously, it continues to apply notwithstanding this Clause and is not replaced.

27.2 Further-reaching obligations under Annex 4 and, if the Customer is a Professional Secrecy Holder, under Annex 5 remain unaffected.

Part D. Amendments and final provisions

28. Amendments to these GTC and the Annexes

28.1 elunos may amend the provisions of Part A (account and free trial use) if there is an objective reason for doing so and the amendment does not materially alter the relationship between performance and consideration and does not unreasonably disadvantage the User. Amendments are announced to the User in text form at least 30 days before they take effect. If the User does not object within 14 days after receipt of the announcement, they are deemed to have been accepted; this effect is specifically pointed out in the announcement. In the event of an objection, either side may end the Account Agreement (Clause 9.1). Vis-à-vis Customers with a current SaaS Agreement, the deemed consent does not apply to the extent that the amendment affects the use of the Software or the performance of the SaaS Agreement.

28.2 The deemed consent pursuant to Clause 28.1 does not apply to Parts B to D and Annexes 1 to 3. For a current SaaS Agreement, the versions accepted at the time of conclusion of the contract remain authoritative until a new version takes effect in accordance with the following sentences. elunos may amend these Parts and Annexes 1 to 3 for current contracts if there is an objective reason for doing so (in particular changes in the legal situation or in the case law of the highest courts, further development of the platform, changes at technology providers or subcontractors, closing of regulatory gaps) and the amendment does not shift the relationship between performance and consideration to the detriment of the Customer; amendments to the remuneration, the term or the notice periods are excluded from this and are governed exclusively by Clause 18.3 (price adjustment) or, as the case may be, require the express consent of the Customer. elunos shall notify the Customer of the new version in text form at least six weeks before it takes effect, stating the version, the location, the effective date and an overview of the amendments. The Customer may terminate the SaaS Agreement in text form until the amendment takes effect, with effect as of that point in time (special right of termination); elunos shall specifically point this out in the notification. If the Customer does not terminate, the new version applies from the notified point in time; the version applicable until then remains retrievable pursuant to Clause 11.2, and the amendment is logged in the customer account with version and point in time (Clause 10.5). In all other respects, new versions apply to new orders from their publication or, as the case may be, their provision pursuant to Clause 1.4.

28.3 Amendments to Annex 4 take effect only with the express consent of the Customer; the mechanism for the change of subcontractors pursuant to Section 6 of Annex 4 (information at least 30 days in advance, right of objection within 14 days) remains unaffected. Amendments to Annex 5 take effect only with the express consent of the Customer; a reissue of the Undertaking by the Provider that operates exclusively in favour of the Customer remains permissible.

29. Transfer of the contract

29.1 Any transfer of this contract to third parties by way of legal transaction requires the prior consent of the other Party in text form. A universal succession by operation of law, in particular by way of merger, as well as a change of legal form under the German Transformation Act (Umwandlungsgesetz, UmwG) remain unaffected. If the Provider increases its share capital and thereafter trades as a limited liability company (Gesellschaft mit beschränkter Haftung; Section 5a para. 5 of the German Limited Liability Companies Act, GmbHG), it remains the same legal entity and contracting party; this does not constitute a transfer of this contract.

30. Final provisions

30.1 The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of the conflict-of-laws rules of private international law.

30.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and the contracts concluded on their basis is Frankfurt am Main, provided that the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

30.3 Amendments and supplements to these GTC and to the contracts concluded on their basis require text form; this also applies to the waiver of this text form requirement. Clause 28 remains unaffected.

30.4 General terms and conditions of the Customer do not apply, even if the Provider does not expressly object to their application in the individual case.

30.5 Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected thereby. The Parties shall replace the invalid or unenforceable provision with a valid provision that comes closest to the economic purpose of the invalid provision.