Terms and Conditions

Preamble

branchly GmbH, Am Kartoffelgarten 14, 81671 Munich ("branchly"), is a software company in the field of customer experience and AI. By using our SaaS platform and embedding our interface into the website/app, we enable companies to efficiently provide users with information & resolve incoming inquiries and, if necessary, transfer ("route") them to a follow-up channel (LiveChat, Form, email, phone, etc.). In doing so, inquiries are identified using AI and the user is then guided through process steps in which they reach the relevant content or channel via free-text search/selection buttons. Usage statistics can be tracked via our analytics dashboard. The customer wishes to use the SaaS platform via the internet by way of Software-as-a-Service (SaaS). For this purpose, the parties conclude a contract based on the quote from branchly and these Terms and Conditions. In the event of conflicts between the quote and these Terms and Conditions, the provisions of the quote shall take precedence.

1. SaaS Provisioning

1.1 The subject matter of the contract is the provision of the software ordered in accordance with the quote for use by the customer for their own business purposes by way of SaaS during the contract term. Provision takes place at the start of the contract.

1.1.1 The functionalities of the software are described in the documentation. The documentation is automatically updated in the software after each update.

1.1.2 branchly is continuously developing the software. The functionalities of the SaaS platform may therefore expand and change during the contract term, provided that the changes do not result in a material functional impairment compared to the state at the time of contract conclusion.

1.1.3 It is expressly pointed out that, for technical reasons, the user interfaces offered cannot deliver content for search queries in all cases. If no content can be delivered, this may also be due to the absence of clear content on the customer's side. In this case, it must be maintained accordingly by the customer.

1.2 branchly ensures the technical operation of the software during the contract term, including the operation, maintenance, and servicing of the necessary hosting and server infrastructure. The handover point for the software and application data is the connection point of branchly's data center to the public internet. Access to the software at the handover point via the internet is the responsibility of the customer.

1.3. Availability

1.3.1 The subject matter of the contract is the provision of the software with an availability of 98.5% per contract year during service hours. Service hours are Monday to Friday from 9:00 am to 6:00 pm, with the exception of nationwide statutory public holidays. Availability means that the software is accessible at the handover point for use via the internet.

1.3.2 Notwithstanding the contractually owed availability, branchly will not shut down the software outside of service hours, so that it is usually accessible around the clock. However, branchly is not obligated to provide the software outside of service hours.

1.3.3 In the event of foreseeable downtime outside of service hours, branchly will provide advance notice of the timing and duration within the software or via email in a timely manner.

1.3.4 For the maintenance and servicing of the systems, including any troubleshooting, branchly will, where possible, choose off-peak hours and endeavor to keep disruptions to users as minimal as possible. Where work must be performed during service hours due to technical or organizational circumstances, the customer will be notified within the software or via email. Downtime due to previously announced maintenance work during service hours shall not be deemed unavailability within the meaning of this contract.

1.3.5 If branchly is responsible for failing to achieve the availability agreed herein, the customer may deduct 0.1% as liquidated damages from the remuneration payable for the relevant year for each 0.1% of lower availability, up to a maximum of 10% of the annual remuneration. This settles all claims arising from temporary system unavailability, unless branchly caused it intentionally or through gross negligence.

2. Setup and Training

During the initial phase, the following initial activities will be performed, provided they are agreed upon in the quote. Initial activities are to be remunerated on a time-and-materials basis, unless agreed otherwise in the quote.

2.1 Setup / Onboarding

2.1.1 The AI of the user interfaces can be trained and calibrated using the customer's existing data. For this purpose, the customer provides relevant data in a format specified by branchly (usually Excel) in sufficient quantities. Alternatively, the customer can upload the data for delivery in the software themselves.

2.1.2 branchly designs the user interfaces within the scope of predefined options (font, colors, etc.) and in consultation with the customer. Alternatively, the customer can customize the design themselves in the software within the scope of predefined options (font, colors, etc.).

2.1.3 branchly can configure predefined and supported standard interfaces to the customer's existing CMS, CRM, and contact channels (such as live chat) to enable data exchange. The development of custom interfaces is not part of the contract and involves additional costs. Inquiries will only be accepted in the form of our requirements for custom integrations.

2.2 Integration of User Interfaces on the Customer's Side

The user interfaces can be integrated into various environments (website & app) using the options provided in the software. The customer is solely responsible for integrating the user interfaces. branchly supports the customer upon request and where possible with the integration. Support services are to be remunerated additionally on a time-and-materials basis based on the hourly rates agreed in the quote.

2.3 Project Consulting

Where agreed in the quote, branchly provides advice and consulting, e.g., in the form of workshops on-site or online according to customer requirements. Advice and consulting are to be remunerated additionally on a time-and-materials basis based on the hourly rates agreed in the quote.

3. Term and Termination

3.1 The contract enters into force upon acceptance of the quote with effect from the date stated in the quote. Unless agreed otherwise, the contract has a term of one year. It is automatically renewed for an additional year each time unless terminated by either party with 3 months' notice prior to the end of the contract term. In the event of termination, services rendered up to the time of termination must be remunerated.

3.2 In addition, branchly may terminate the provision of optional functions/modules/add-ons – to the extent licensed by the customer according to the quote – with ordinary notice of one month to the end of a calendar month. The SaaS contract shall otherwise remain unaffected by such termination. If the customer has made advance payments for the terminated functions/modules/add-ons, branchly will refund these on a pro-rata basis.

3.3 Any right to extraordinary termination for good cause remains unaffected.

4. Rights of Use

4.1 During the term of this contract, the customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable right of use to use the software provided pursuant to Section 1 and the associated documentation by way of SaaS for their own business purposes.

Use of the software is restricted as set out in the quote. In particular, with a fixed-price model, use of the software is generally restricted, as stated in the quote, by the number of interactions[1] per contract year.

The customer can contact us at any time if the limits are exceeded in order to agree on a new license tier including a new price, as well as, e.g., an adjusted number of interactions. The change will then take effect on the first day of the following month after signing the corresponding order or contract amendment.

4.2 Insofar as branchly provides the customer with software for local installation and use (e.g., interfaces) or provides, creates, or delivers other software or copyrighted works for the customer in the course of executing the contract, the customer receives a limited, non-exclusive, non-transferable, and non-sublicensable right of use for their own business purposes for the term of this contract, provided that the use of these works is necessary in connection with the software provided pursuant to Section 1 (example: interfaces provided by branchly may only be used with the platform).

[1] We count completed search queries as interactions, i.e., searches via text input or clicking a "button" that return a response to the end user.

5. Support

5.1 Support Contact. branchly provides support contact via email, usually with the following expected, but non-binding, initial response time: Mon-Thu 24 hrs, Fri-Sun 60 hrs, excluding nationwide statutory public holidays. The support contact is the customer's point of contact for error reports and technical 2nd-level support.

5.2 Troubleshooting

All errors are prioritized by branchly and resolved according to their priority. A Priority 1 error exists if use of the software is impossible or severely restricted. A Priority 2 error exists if use of the software is significantly restricted. A Priority 3 error exists if use of the software is possible without or with negligible restrictions. branchly begins processing the error report during business hours (Monday to Friday from 8:00 am to 6:00 pm, excluding nationwide statutory public holidays):

– For Priority 1 errors, on the same day if the error report was received during business hours; otherwise immediately on the next business day.

– For Priority 2 and 3 errors, no later than the next business day after receipt of the error report. Error handling is included in the SaaS fee.

5.3 2nd-Level Support and Project Consulting

Upon request by the customer, branchly offers technical 2nd-level support and project consulting, e.g., for integrating user interfaces. 2nd-level support and project consulting activities are not included in the SaaS fee and are to be remunerated on a time-and-materials basis, unless project consulting services are included in the quote.

5.4 Updates

branchly regularly further develops the software and automatically makes new versions available to the customer as updates. Updates may contain new or expanded functions that are provided by branchly as additionally licensable modules/add-ons. These will only be activated for the customer if they purchase corresponding paid licenses. Updates also include adjustments for standard interfaces, but not for custom interfaces. branchly may, at its own discretion, choose not to make interface adjustments, even for standard interfaces, or to do so only for additional remuneration, if and to the extent that

• the provider of the connected system does not make its interface specifications publicly available, does so under unreasonable conditions, or only for additional fees, or

• adapting the interface is only possible with disproportionate effort.

5.5 Development Services

If the customer desires customizations and extensions of the software (e.g., new features) or other development or consulting services, branchly will submit a quote to the customer upon request. However, branchly is under no obligation to prepare such quotes. The quote usually indicates the estimated effort, the fee for implementation, and any impact on the SaaS fee. The customer is granted non-exclusive, time-limited rights of use pursuant to Section 4.1 for commissioned customization and development services (including new features) upon their completion and full payment.

6. Remuneration

6.1 branchly receives SaaS fees for providing the software for use by the customer in accordance with Section 1.

The SaaS fee specified in the quote is due and payable annually in advance, starting with the commencement of the contract.

6.2 Unless agreed otherwise in the quote, the services according to Section 2 are remunerated on a time-and-materials basis.

6.3 Unless agreed otherwise, time-and-materials remuneration is generally billed monthly on the basis of service records prepared by the employees entrusted with providing the services. If the customer does not object to submitted service records within 14 days, they shall be deemed approved. Time-and-materials remuneration is due immediately upon billing and invoicing and payable without deduction within 7 days.

6.4 All fees are subject to statutory value-added tax.

6.5 The SaaS fee may be adjusted by a maximum of 15% once a year upon three months' prior written notice from branchly. If the customer does not agree to a fee increase, they may terminate the contract with three months' extraordinary notice within one month of receiving the change notification. If the customer has terminated in accordance with this provision, the original remuneration shall remain in effect until the contract expires.

6.6 Offsetting against counterclaims and the assertion of a right of retention by the customer are excluded, unless these involve undisputed or legally established claims.

6.7 In the event of late payment by the customer, branchly is entitled, without prejudice to its other rights, to temporarily suspend the provision of services until the customer has made all outstanding payments.

7. Liability

branchly shall be liable within the scope of statutory provisions for damages and expenses caused intentionally or by gross negligence, as well as for injury to life, limb, or health, or under the Product Liability Act. In all other cases, branchly's liability is limited as follows:

7.1 branchly is only liable for culpable breaches of essential contractual obligations, i.e., obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely, and even in these cases only up to the amount of damage that was foreseeable upon exercising all due care.

7.2 Liability for consequential damages whose absence is not covered by an assurance or warranty is excluded.

7.3 The sum of all damage and expense compensation claims pursuant to

Sections 7.1 and 7.2 is limited to a claim amount equal to the annual

SaaS fee, up to a maximum of €20,000.

7.4 The liability limitations set forth herein apply regardless of the legal ground, in particular also with regard to pre-contractual and tortious claims. They also apply in favor of vicarious agents and employees of branchly.

8. Data Protection

8.1 The parties mutually agree to use confidential information exchanged prior to and in the course of executing this contract solely for the purpose of executing the contract, not to disclose it to third parties without prior written consent from the other party, and to protect the physical embodiments of such information from unauthorized access. The disclosure of confidential information to affiliated companies or subcontractors for the purpose of contract fulfillment is permitted. However, these third parties must be bound to confidentiality at least to the extent stipulated herein.

8.2 The obligation of confidentiality shall continue to apply after the termination of the contractual relationship between the parties.

8.3 The obligation of confidentiality does not apply to information that is already known to branchly or the customer, or that becomes known outside of this contract and the service contracts and any other agreements concluded within its scope without breaching a confidentiality obligation.

8.4 Upon request, the parties shall promptly return any confidential information provided to each other and, upon request, destroy or surrender all copies, transcripts, etc., made.

8.5 The parties are free to name the respective other party and the respective project as a reference for advertising and marketing purposes. In this context, both parties have the right to use the respective company logo, provided that the presentation does not distort it. Further publications require prior content coordination with the respective other party.

8.6 In addition to this contract, the parties conclude branchly's agreement for commissioned data processing for SaaS services. You can find it here.

9. Final Provisions

9.1 German law shall apply exclusively, to the exclusion of conflict-of-law rules referring to other legal systems. The United Nations Convention on Contracts for the International Sale of Goods (UNCITRAL) shall not apply.

9.2 The place of performance and exclusive place of jurisdiction is Munich.

9.3 The parties agree that, besides this contract, no general terms and conditions of the customer are incorporated into or applicable to the contract. This also applies if branchly does not expressly object to them.

9.4 Any amendments or additions to this contract must be made in writing to be effective. Contract amendments waiving the written form requirement shall become invalid if not confirmed in writing by both parties within one week. There are no oral side agreements.

9.5 Should individual provisions of this contract be or become legally invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby.

Both contractual partners undertake here and now to replace invalid or unenforceable provisions with valid provisions, or to fill any gaps with appropriate regulations that come closest to the economic purpose of the invalid provision while being effective in their own right.