Terms of Service

11. Provider

Terms of Service for the use of the services provided by Alpheris

22. Scope of Application

2.1 These Terms of Service apply to all contracts between the Provider and its customers regarding the use of the software, platform, APIs, AI features, chatbots and other digital services provided by the Provider.

2.2 Only entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law may become contracting parties of the Provider.

2.3 The customer may grant its employees and agents access to the services. Those persons do not thereby become contracting parties of the Provider; they act on behalf of the customer, and the customer remains responsible for their use (Section 6.4). The restriction under Section 2.2 concerns the contracting party only, not the individual users.

2.4 Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless the Provider expressly agrees to their applicability in text form.

2.5 Individual agreements between the parties shall take precedence over these Terms of Service in individual cases.

33. Subject Matter of the Contract

3.1 The Provider provides a cloud-based software platform through which customers may use the following services in particular:

• AI-powered chatbots
• automated communication systems
• API-based applications
• analytics and automation features
• integration-related and technical supplementary services

3.2 The specific scope of features is determined by the current service description on the website, in the customer account, in the offer or in an individual agreement.

3.3 The Provider owes the provision of the contractually agreed features, but not any specific commercial success.

3.4 To the extent the Provider uses AI-powered features, outputs are generated automatically based on inputs, data sources, rules or configurations provided by the customer.

44. Contract Formation

4.1 The presentation of services on the website, in offers or in product documentation does not constitute a binding offer, but rather an invitation to submit an offer.

4.2 A contract is concluded by:

• acceptance of an individual offer by the customer,
• activation of an account by the Provider,
• confirmation of an order in text form, or
• actual use of the services following provision.

4.3 The Provider is entitled to refuse contract formation without stating reasons, in particular where there are indications of misuse, credit risks, compliance risks or impermissible purposes of use.

55. Scope of Services and Service Modifications

5.1 The Provider shall make the services available to the customer during the contract term to the extent agreed upon.

5.2 The Provider is entitled to modify, further develop, restrict or replace services, features, user interfaces, technical processes and integrations with equivalent features, provided that:

• this is necessary for technical, security-related or legal reasons,
• the modification serves to improve the services, or
• the modification is reasonable for the customer.

5.3 The Provider is in particular entitled to replace third-party providers, hosting or AI infrastructure, provided that the contractually owed core service remains substantially preserved.

5.4 There is no entitlement to the retention of specific technical implementations, models, providers, versions, interfaces or integrations.

66. Registration, Access Credentials and Customer Account

6.1 The use of the services may require the creation of a customer account.

6.2 The customer is obligated to provide complete and accurate information during registration and to keep such information up to date at all times.

6.3 Access credentials must be kept confidential and protected from access by unauthorized third parties.

6.4 The customer is responsible for all actions carried out under their account, unless they are not attributable to the customer.

6.5 The Provider is entitled to temporarily suspend or permanently deactivate accounts if there is a suspicion of misuse, security breaches or violations of these Terms of Service.

77. Permitted Use

7.1 The customer may use the services exclusively within the scope of the contractually agreed purposes and in compliance with applicable law.

7.2 The following uses of the services are prohibited in particular:

• committing or facilitating unlawful acts,
• infringing the rights of third parties,
• processing impermissible, offensive, discriminatory, extremist, glorifying violence or otherwise unlawful content,
• sending unauthorized advertising or spam,
• circumventing technical restrictions, access restrictions or security measures,
• reverse engineering, unless mandatorily permitted by law,
• developing competing services through systematic analysis of the platform.

7.3 The customer may not use the services in a manner that impairs the stability, security or availability of the platform.

7.4 In the event of violations, the Provider is entitled to block content, restrict access, deactivate API keys or terminate the contract for cause.

7.5 The customer shall ensure that the content it provides – in particular product descriptions, advertising statements and entries in the knowledge base – complies with advertising, food and medicinal product law, in particular Regulation (EC) No 1924/2006 on nutrition and health claims and the German Medicinal Products Advertising Act (Heilmittelwerbegesetz). The Provider is not obliged to review such statements. Where the Provider makes technical notices, warnings or checks available, these do not relieve the customer of its responsibility and do not establish any duty of review on the part of the Provider.

88. Special Provisions for AI Features

8.1 The Provider may use automated systems including artificial intelligence for the provision of services.

8.2 AI-generated content may be incomplete, inaccurate, misleading or legally incorrect. The customer is obligated to independently review results before their productive, legal, commercial or otherwise sensitive use.

8.3 The Provider does not warrant:

• the factual accuracy,
• completeness,
• currency,
• fitness for a particular purpose, or
• legal admissibility

of AI-generated outputs.

8.4 The customer is responsible for ensuring that inputs, configurations, training data, knowledge bases, prompts, uploads and other content are lawful and do not infringe the rights of third parties.

8.5 The customer undertakes not to input or have processed special categories of personal data within the meaning of Art. 9 GDPR, unless expressly agreed in writing.

8.6 Where legally required, the customer is responsible for transparently informing end users that they are interacting with an AI system or receiving AI-generated content. Corresponding transparency obligations may arise from the EU AI Act.

8.7 The customer shall properly set up the services before productive use and keep them in working order during use. This includes in particular:

• populating the knowledge base with accurate information and updating it without undue delay whenever it changes – for example prices, availability, delivery times, shipping costs or legal texts,
• reviewing the configuration before activating automatic sending of replies and verifying the result by means of test enquiries,
• checking the generated replies on a sample basis during ongoing operation,
• configuring the escalation, approval and review mechanisms provided by the services according to its own requirements,
• deactivating automatic sending without undue delay and informing the Provider as soon as the customer identifies faulty output.

8.8 If the customer breaches these obligations to cooperate, this shall be taken into account in the occurrence and extent of any damage pursuant to § 254 German Civil Code. Where damage results from the customer having failed to set up the services properly, having stored inaccurate or outdated information, or having continued automatic sending despite identifiable faulty output, the Provider shall not be liable to that extent.

8.9 If the customer activates automatic sending of replies, these are transmitted to end users without prior review by the customer. In this case the customer fulfils the review obligation under Section 8.2 through its choice of settings, the maintenance of its knowledge base and ongoing monitoring of the replies sent. The responsibility under Section 9.1 and the indemnification under Section 22 remain unaffected.

8.10 The Provider determines the language models used, their providers and versions, and may change them at any time provided the contractually owed functionality is maintained. The customer has no claim to a particular model, a particular version or a particular sub-processor. The provisions of the data processing agreement regarding sub-processors remain unaffected.

8.11 Assurances regarding quality, accuracy rate, response time or commercial success of the AI functions require text form to be effective. Statements in marketing materials, demonstrations, pricing pages or conversations do not constitute an agreement on quality or a guarantee.

99. Website Chatbot and End User Communication

9.1 If the customer uses the services to integrate a chatbot on their website or in other digital offerings, the customer alone is responsible for:

• the legal admissibility of the deployment,
• compliance with data protection information obligations,
• the design of consents, banners or notices,
• the content and purposes of communication with end users.

9.2 The Provider merely provides the technical infrastructure, unless expressly agreed otherwise.

9.3 The customer remains the data controller within the meaning of data protection law for all processing initiated by them or their end users, unless a different statutory classification applies.

1010. API Usage

10.1 The Provider may enable access to certain features via APIs.

10.2 API keys may only be used by the customer themselves or by persons authorized by the customer.

10.3 The customer may not make API keys publicly accessible, resell them or use them in an abusive manner.

10.4 The Provider is entitled to introduce, modify or enforce technical usage limits, rate limits, quotas, access restrictions and security mechanisms.

10.5 In the event of unusual usage, security risks or suspicion of misuse, the Provider may temporarily or permanently suspend API access at any time.

1111. Availability and Maintenance

11.1 The Provider endeavors to ensure the highest possible availability of the services.

11.2 However, uninterrupted and error-free availability is not guaranteed.

11.3 The following in particular shall not be considered downtime:

• scheduled maintenance windows,
• security-related interruptions,
• disruptions by third-party providers, networks or hosting infrastructures,
• force majeure,
• unforeseeable technical disruptions beyond the Provider's sphere of influence.

11.4 The Provider is entitled to carry out maintenance, updates, patches, migration measures and security-related measures without prior notice if necessary.

1212. Support

12.1 To the extent support services are owed, the Provider shall provide these within the contractually agreed scope.

12.2 The Provider does not owe 24/7 support, response times or specific resolution times, unless expressly agreed otherwise.

12.3 Support requests must be submitted through the communication channels designated by the Provider.

1313. Pricing and Payment Terms

13.1 The respectively agreed prices shall apply. All prices are exclusive of statutory value-added tax unless otherwise stated.

13.2 The Provider is entitled to reasonably adjust fees for recurring services with future effect, provided that objective reasons exist, in particular:

• expansion of the scope of services,
• increased infrastructure, licensing or personnel costs,
• technical or regulatory changes.

13.3 Invoices are due immediately without deduction, unless otherwise agreed.

13.4 In the event of default in payment, the Provider is entitled to:

• claim statutory default interest,
• suspend services,
• deactivate access,
• accelerate outstanding claims, to the extent legally permissible.

13.5 The customer may only offset claims that are undisputed or have been established by final court judgment.

13.6 For bookings made through the Shopify App Store, billing, plan changes and cancellation are handled through Shopify; Shopify’s terms apply in addition.

1414. Contract Term and Termination

14.1 The contract term is determined by the individual agreement, the selected plan or the order.

14.2 Unless otherwise agreed, a fixed-term contract shall automatically renew for the original term or for a reasonable renewal period if it is not terminated in due time.

14.3 The right to extraordinary termination for cause remains unaffected.

14.4 Cause for the Provider exists in particular if:

• the customer violates material obligations under these Terms of Service,
• the customer uses the services unlawfully or abusively,
• payment arrears exist,
• significant security or compliance risks are present.

14.5 Terminations require at least text form.

1515. Rights to the Platform

15.1 All rights to the platform, software, architecture, APIs, documentation, trademarks, designs, databases, know-how, algorithms, models, interfaces and other components remain with the Provider or its licensors.

15.2 The customer receives a simple, non-transferable, non-sublicensable right to use the services within the contractually agreed scope for the duration of the contract.

15.3 Any use, reproduction, modification, distribution, public display, decompilation or other exploitation beyond this is prohibited, unless mandatory law provides otherwise.

1616. Customer Content

16.1 The customer remains the owner of the content they post, upload, transmit or input.

16.2 The customer grants the Provider, for the duration of the contract term, the necessary rights to host, store, process, analyze, transmit and technically use the content for the purpose of contract performance.

16.3 The customer warrants that they hold all necessary rights, consents and legal bases.

16.4 The Provider is not obligated to review customer content in advance for legal or factual accuracy.

1717. Data Protection and Data Processing

17.1 To the extent the Provider processes personal data on behalf of the customer, the Data Processing Agreement (DPA) in the version available at the time of conclusion of the contract shall apply. It forms part of this contract and is concluded together with the acceptance of these Terms (Art. 28(9) GDPR, electronic form).

17.2 The customer is responsible for having a sufficient legal basis for the processing of personal data initiated by them.

17.3 The Provider is entitled to engage sub-processors for the purpose of contract performance. The current list of sub-processors engaged can be found on the Provider's website.

17.4 To the extent data is transferred to third countries, this shall only occur in compliance with the applicable data protection requirements, in particular Articles 44 et seq. GDPR.

1818. Security Measures and Abuse Prevention

18.1 The Provider is entitled to implement and continuously adapt technical and organizational security measures.

18.2 The Provider may use automated systems to detect and prevent security incidents, misuse, spam, fraud, unusual load spikes, suspicious API usage or other threats.

18.3 For this purpose, the Provider may in particular analyze access, restrict requests, block content, terminate sessions, rotate API keys or temporarily deactivate accounts.

18.4 Where possible and reasonable, the Provider shall inform the customer of significant measures.

18.5 The Provider shall inform the customer without undue delay of security incidents affecting the customer's data and shall provide the information required for assessment to the extent available to the Provider. Notification obligations towards supervisory authorities and data subjects rest with the customer as controller; the Provider shall support the customer in this within the scope of the data processing agreement.

1919. Reference Naming

19.1 The Provider is entitled to use the customer's name and logo as a reference in an appropriate manner, unless the customer has expressly objected in text form.

19.2 An objection is possible at any time with effect for the future.

2020. Warranty

20.1 The statutory provisions apply to defects of the services, unless these Terms of Service provide otherwise.

20.2 The Provider does not warrant that the services:

• are available at all times,
• are compatible with all of the customer's systems,
• are free from any interruption, error or inaccuracy,
• are suitable for a specific individual purpose of the customer.

20.3 The customer must report defects promptly with an accurate description of the problem.

20.4 The Provider is entitled, at its discretion, to provide a remedy through repair, replacement, workaround or update.

20.5 The customer shall notify the Provider of defects in text form without undue delay after discovering them. If such notice is omitted, the customer may no longer assert rights based on the defect to the extent that remedying it thereby became impossible or materially more difficult for the Provider.

20.6 Claims of the customer arising from defects shall become time-barred twelve (12) months after the affected service was provided. The statutory periods apply to claims under Section 21.1.

2121. Liability

21.1 The Provider shall be liable without limitation:

• in cases of intent and gross negligence,
• for injury to life, body or health,
• under the Product Liability Act,
• where mandatory statutory liability exists.

21.2 In cases of simple negligence, the Provider shall only be liable for breach of a material contractual obligation. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the contracting party may regularly rely. In such cases, liability shall be limited to the damage that was foreseeable and typical for this type of contract at the time the contract was concluded.

21.3 Where the Provider makes services available free of charge – in particular during a free trial period – the Provider shall, notwithstanding Section 21.1, be liable only for intent and gross negligence.

21.4 For paid use, the Provider's total liability arising from and in connection with the contractual relationship shall be limited to the higher of the following two amounts: the fees paid by the customer to the Provider in the twelve (12) months preceding the event giving rise to liability, or EUR 10,000.

21.5 In cases of simple negligence, the Provider shall not be liable for loss of profit, failed savings, indirect damage or consequential damage.

21.6 Claims against the Provider based on simple negligence shall become time-barred twelve (12) months after the customer becomes aware of the damage and the party causing it, and in any event two (2) years after the damaging event. The statutory limitation periods for the cases listed in Section 21.1 remain unaffected.

21.7 The foregoing limitations of liability shall also apply in favor of the Provider's officers, employees, representatives, vicarious agents and subcontractors.

21.8 The Provider shall not be liable for:

• content provided by the customer or third parties,
• unlawful use of the services,
• decisions made by the customer based on AI outputs,
• loss of data, to the extent the damage could have been avoided with reasonable effort by using the export and backup functions made available by the Provider; the Provider shall provide the customer with an export of the content it has entered in a common format,
• outages or disruptions beyond the Provider's sphere of influence.

21.9 The Provider shall not be liable for disruptions, outages, data loss or malfunctions attributable to third-party services which the customer has integrated itself or which are required for the provision of the services – in particular shop, email, messenger, payment, hosting and AI services and their interfaces. If such a third party changes its interface, its terms or its availability, this shall not give rise to any claims against the Provider.

21.10 In the event of data loss, the Provider's liability shall be limited to the effort that would have been required to restore the data had the customer made proper and regular use of the export and backup functions provided.

21.11 Functions which the Provider expressly designates as preview, beta, test or experimental are provided without warranty and – notwithstanding Section 21.1 – without liability for simple negligence. The customer uses them at its own risk.

21.12 Insofar as the Provider is liable under the German Product Liability Act, such liability remains unaffected by the above limitations. The customer shall cooperate in clarifying an alleged product defect, in particular by disclosing the configurations and settings it has made, the content it has provided and the conversation or case identifiers concerned.

21.12 Claims against the Provider must be asserted in text form within six (6) months of the customer becoming aware of the circumstances giving rise to the claim. After this period they are excluded. This does not apply to claims under Section 21.1.

21.13 The customer is obligated to independently review AI-generated content before use. Liability of the Provider for decisions, actions or publications based on AI-generated content is excluded to the extent legally permissible.

2222. Indemnification

22.1 The customer shall indemnify the Provider upon first demand against all third-party claims arising from unlawful use of the services attributable to the customer.

22.2 This includes in particular claims based on:

• violation of data protection law,
• infringement of copyright, trademark, personality or other intellectual property rights,
• unlawful content,
• impermissible advertising,
• violations of official or regulatory requirements.

22.3 The indemnification also covers reasonable costs of legal defense.

2323. Confidentiality

23.1 The parties undertake to keep all confidential information of the respective other party secret.

23.2 Confidential information may only be used for the performance of the contract.

23.3 The obligation shall not apply to information that:

• is or becomes generally known,
• was already lawfully known to the receiving party,
• was lawfully disclosed by third parties,
• must be disclosed due to a statutory obligation or official order.

23.4 The confidentiality obligation shall survive the termination of the contract.

2424. Force Majeure

24.1 Neither party shall be liable for the non-performance of obligations to the extent such non-performance is due to events of force majeure.

24.2 Force majeure includes in particular natural events, war, terrorism, pandemics, government measures, labor disputes, power outages, internet outages or other unforeseeable, serious events beyond the sphere of influence of the respective party.

2525. Amendments to These Terms of Service

25.1 The Provider is entitled to amend these Terms of Service with future effect, provided that an objective reason exists, in particular:

• legislative changes,
• changes in case law,
• technical or organizational changes,
• expansion or adaptation of the services,
• security or compliance requirements.

25.2 The customer shall be informed of changes within a reasonable period.

25.3 If the customer does not object to an amendment within the notified period and continues to use the services after the amendment takes effect, the amendments shall be deemed accepted, to the extent legally permissible.

2626. Text Form

Unless these Terms of Service expressly require written form, text form shall suffice for declarations under these Terms of Service.

2727. Assignment and Transfer

27.1 The customer may only transfer rights and obligations arising from the contractual relationship with the prior consent of the Provider.

27.2 The Provider is entitled to transfer rights and obligations arising from the contractual relationship to affiliated companies or in the context of a restructuring, company acquisition or asset deal, provided that the legitimate interests of the customer are preserved.

2828. Governing Law and Jurisdiction

28.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

28.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of the Provider.

2929. Final Provisions

29.1 Should individual provisions of these Terms of Service be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

29.2 In place of the invalid provision, that effective provision shall be deemed agreed which most closely achieves the economic purpose of the invalid provision.

29.3 The same applies to any gaps in the contract.

3030. Order of Precedence of Contract Documents

In the event of conflicts, the following order of precedence shall apply:

1. individual agreement / offer
2. service description / order form
3. Data Processing Agreement (where applicable)
4. these Terms of Service
5. other product or support descriptions