General terms and conditions (GTC)

General terms and conditions (GTC) for using the Sally AI SaaS solution

‍§ 1 Scope

1.1. These General Terms and Conditions ("GTC") apply to all services provided by Aliru GmbH (hereinafter referred to as "Provider") under the domain "sally.de" and the associated sub-domains.

1.2. The Provider shall provide all services exclusively based on these GTC.

1.3. Any terms and conditions of the customer that deviate in whole or in part from these GTC shall not be recognized without the Provider's express written consent, provided that the customer is an entrepreneur.

§ 2 Services

2.1. The Provider provides the customer with a software solution for exclusive use as a Software-as-a-Service ("SaaS") service within its area of disposal (from the data center's interface to the Internet) ("SaaS Solution").

2.2. The scope of services is determined by the current description of the SaaS Solution at the time of contract conclusion.

2.3. The Provider may modify the SaaS Solution as long as such modifications are reasonable, considering the customer's interests.

2.4. The Provider may change its services as long as such changes are reasonable, considering the customer's interests.

2.5. The Provider may make changes to the SaaS Solution, including updates and upgrades, to ensure its security, availability, and performance, as long as such changes are reasonable, considering the customer's interests.

2.6. The Provider is not responsible for establishing and maintaining the Internet connection between the defined transfer point and the customer's IT system.

2.7. Additional services, such as the development of individual solutions or customer-specific adjustments to the SaaS Solution, are not owed and require a separate agreement.

§ 3 Usage Rights

3.1. The customer receives a non-exclusive, non-transferable, and non-sublicensable right to use the SaaS Solution, limited to the duration of the contract. The contractual use includes access to the SaaS Solution via telecommunication (Internet) and via a browser to its functionalities, including access via the mobile application.

3.2. The customer is not permitted to make the SaaS Solution or any part thereof available to third parties. In particular, the customer may not sell, lease, rent, or sublicense the SaaS Solution or any part thereof. Exceptions apply to those parts of the SaaS Solution that must be publicly available as part of its scope.

3.3. The customer does not receive any further usage rights, particularly regarding the software, middleware, or infrastructure services in the respective data center.

§ 4 Availability

4.1. The Provider ensures an availability of the SaaS Solution of 99% on a quarterly basis.

4.2. Planned maintenance work on the SaaS Solution is excluded. Planned maintenance work will be announced to the customer at least three days in advance via electronic means (e.g., email or the customer portal). Planned maintenance will not affect the SaaS Solution's availability for more than five hours per calendar month. Also excluded are unplanned downtimes ("disruptions") and delays in resolving disruptions due to reasons beyond the Provider's control, such as force majeure.

4.3. The customer must report disruptions in the availability of the SaaS Solution to the Provider immediately after becoming aware of them and check whether the disruption falls within their own responsibility.

4.4. If a disruption report is received during business hours (Monday to Friday between 9:00 AM and 5:30 PM), troubleshooting will begin within four hours. Otherwise, troubleshooting will begin on the next business day. Time delays caused by the customer do not count toward the troubleshooting time.

4.5. As a basic agreement, the Provider guarantees a response time of one business day during business hours. In the event of disruptions leading to a complete outage of the software, the Provider responds within four hours after receiving the disruption report. If the report is received outside business hours, the response time starts on the next business day.

4.6. Deviating troubleshooting and response times require a separate agreement.

§ 5 Customer Requirements

5.1. The SaaS Solution requires access via an up-to-date browser. The following browsers and versions are deemed sufficiently up-to-date: Mozilla Firefox from version 38, Google Chrome from version 45, Internet Explorer from version 11, Microsoft Edge from version 12, Safari from version 9, Opera from version 35, iOS from version 13, Android from version 10.

5.2. Malfunctions due to outdated software do not constitute a defect in the SaaS Solution.

5.3. The use of online payment methods within the SaaS Solution requires the customer to have accounts with the respective payment providers. The Provider merely provides the necessary interfaces.

§ 6 Data Protection and Data Security

6.1. If the Provider has access to the customer's personal data or data from the SaaS Solution, it will act solely as a data processor and use the data only for contract execution.

6.2. The customer enters into a data processing agreement with the Provider pursuant to Art. 28 GDPR, provided that the Provider processes personal data on behalf of the customer.

6.3. The customer remains the controller within the contractual and data protection context. If the customer processes personal data in connection with the contract and the SaaS Solution (including collection and use), they must ensure compliance with applicable laws, particularly data protection regulations, and indemnify the Provider against third-party claims in case of violations.

§ 7 Use of Customer Logos

7.1. By subscribing to a plan, the customer grants the provider the right to use the customer's company logo free of charge and for an unlimited period of time exclusively for marketing and reference purposes on the provider's own website (www.sally.de) and in other communication media.

7.2. The customer may object to this use at any time by sending a written notice to the provider. In such a case, the provider will remove the customer's logo from the respective platforms within 7 days.

7.3. The customer assures that they are authorized to grant this consent and that no third-party rights prevent such use.

§ 8 Customer Obligations

8.1. The customer must protect the access credentials, identification, and authentication information assigned to them or their users from third-party access and must not disclose them to unauthorized persons.

8.2. The customer is obliged to indemnify the provider against all third-party claims arising from legal violations resulting from the unlawful use of the SaaS solution by the customer or with their approval. If the customer becomes aware of or should reasonably be aware of such a violation, they must promptly inform the provider.

8.3. The customer is required to comply with the applicable laws of the Federal Republic of Germany. The customer must ensure that public sections of the SaaS solution include legally required provider identification ("Impressum").

8.4. The customer is responsible for the content they distribute via the SaaS solution. They must ensure that the data they make accessible does not infringe upon third-party rights. The customer assumes full liability for ensuring that the data they provide, enter, or upload complies with competition law, trademark law, name law, and copyright law. Furthermore, the customer undertakes not to provide, upload, or enter content into the SaaS solution that is pornographic, glorifies violence, is discriminatory, legally prohibited, harmful to minors, contrary to public decency, or endangers public order and security. This also applies if such content is made accessible via hyperlinks set by the customer to third-party pages.

§ 9 Consequences of Breach of Obligations

9.1. The provider is entitled to block access to the SaaS solution and its data in the event of an unlawful violation by the customer against one of the essential obligations ("cardinal obligations") specified in this contract, especially in the case of a violation of Sections 7.3 and 7.4.

9.2. The blockage will only be lifted once the violation of the affected essential obligation has been permanently remedied.

9.3. The provider is entitled to delete the affected data in case of a violation of Sections 7.3 and 7.4.

9.4. In cases of persistent or repeated violations, especially against the obligations stated in Sections 7.3 and 7.4, the provider may terminate the contractual relationship without notice after issuing a warning.

§ 10 Prices and Payment

10.1. The prices and any usage-dependent fees applicable to the SaaS solution are specified in the provider's current price list.

10.2. Prices consist of a fixed monthly base fee and additional usage-dependent fees, depending on the SaaS solution.

10.3. Fees are due monthly and must be paid in advance for the contractual term unless a shorter billing period is agreed upon.

10.4. Usage-dependent fees are billed separately at the end of the contract term or upon termination.

10.5. The customer remains obligated to pay any usage-dependent fees incurred during the contract term even after termination.

10.6. All invoices are provided to the customer as electronic invoices via email. If the customer requests a paper invoice by mail, the provider may charge a fee equal to the incurred shipping costs.

10.7. The provider is entitled to adjust prices at the beginning of the next contract term with at least three months' prior notice. If the customer does not object within a reasonable period set by the provider, the price adjustment is deemed approved. The provider will inform the customer of this in the price adjustment notice.

10.8. In case of late payment, the provider is entitled to suspend access to the SaaS solution.

§ 11 Information and Newsletter

11.1. The provider is entitled to send the customer periodic emails (no more than once per month) with updates, new features, and relevant topics related to the software.

11.2. The customer may opt out of receiving these emails at any time with future effect, free of charge, by using the unsubscribe link in each email or by notifying the provider.

11.3. The provider processes the data necessary for sending such emails in accordance with applicable data protection regulations. Further details on data processing can be found in the provider's privacy policy.

§ 12 Conclusion of Contract, Contract Term, Termination

12.1. By clicking "Order with Obligation to Pay" or "Subscribe with Obligation to Pay," the customer submits an order and makes a binding contractual offer. The provider will promptly confirm receipt of the order.

12.2. The contract with the customer is only concluded through the provider's express acceptance of the contract or through the first act of performance.

12.3. The provider is entitled to accept the customer’s contractual offer within three working days after receipt. The provider is entitled to reject the contractual offer without providing reasons.

12.4. The contract may be terminated with a notice period of 30 days, but no earlier than the end of the minimum contract term. Otherwise, the contract will be extended for an additional contract term unless it is terminated with a 30-day notice before the end of the respective extension period.

12.5. The contract may also be terminated by either party without notice for good cause. Good cause for termination by the provider exists in particular if the customer violates the provider's usage rights by using the SaaS solution beyond the permitted scope under this contract and fails to remedy the violation within a reasonable period after a warning from the provider. Good cause for termination by the customer exists in particular if the provider makes a price change or unilaterally modifies other essential components of the contract.

12.6. Terminations must be made in text form (e.g., email). If the customer terminates via email, the termination must be sent using the email address stored with the provider to ensure the credibility of the declaration.

12.7. Upon termination of the contract, the provider will irrevocably delete all data stored in the SaaS solution and the customer's account. If the provider terminates the contract, the customer has the opportunity to access their stored data in the SaaS solution and independently secure them within two weeks after contract termination. Data that the provider is legally required to retain may instead be blocked and deleted only after the legal obligation ceases.

§ 13 Conclusion of Contract, Contract Term, Termination

13.1. If the customer is a consumer, they have the statutory right of withdrawal as described below.

13.2. After setting up the customer account, the customer will be asked to consent to the commencement of the ordered service before the withdrawal period expires.

Right of Withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of contract conclusion.

To exercise your right of withdrawal, you must inform us at:

Aliru GmbH
Julius-Hatry-Straße 1
68163 Mannheim
Tel: +49 621 49088670
Email: kontakt@sally.de

via a clear declaration (e.g., a letter sent by post, fax, or email) about your decision to withdraw from this contract. You may use the attached model withdrawal form, but it is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send the notice of exercise of the right of withdrawal before the withdrawal period expires.

Consequences of Withdrawal

If you withdraw from this contract, we shall reimburse you all payments received from you, including delivery costs (except for additional costs arising from choosing a delivery method other than the cheapest standard delivery we offer), without undue delay and no later than fourteen days from the day we receive your withdrawal notification. We will use the same payment method for this reimbursement as you used for the initial transaction unless expressly agreed otherwise; in no case will you be charged fees for this reimbursement.

If you requested that the services begin during the withdrawal period, you shall pay us an appropriate amount corresponding to the proportion of services already provided up to the point when you informed us of your withdrawal, relative to the total scope of services agreed in the contract.

End of the Withdrawal Policy

Model Withdrawal Form

(If you wish to withdraw from the contract, please fill out this form and return it.)

To
Aliru GmbH
Julius-Hatry-Straße 1
68163 Mannheim
Tel: +49 621 49088670
Email: kontakt@sally.de

I/we () hereby withdraw from the contract concluded by me/us () for the provision of the following service (*):

— Ordered on ()/received on ():
— Name of consumer(s):
— Customer number of consumer(s):
— Address of consumer(s):
— Signature of consumer(s) (only if notification is on paper):
— Date:
(*) Delete as applicable.

End of the Model Withdrawal Form

§ 14 Liability

14.1. The provider is liable without limitation in cases of intent or gross negligence by the provider or one of its agents, for injury to life, body, or health, or for a material contractual obligation (cardinal obligation) in a manner that endangers the contractual purpose, as well as for its own liability under Article 82 GDPR.

14.2. In the case of slight negligence affecting a duty essential for achieving the contractual purpose (cardinal obligation), the provider’s liability is limited to the foreseeable and typical damage at the time of contract conclusion. This does not apply to breaches of data protection obligations to comply with GDPR requirements.

14.3. Further liability of the provider does not exist. In particular, the provider is not liable for initial defects unless conditions under 12.1 or 12.2 apply.

14.4. The provider assumes no liability for disruptions in telecommunications connections within the internet, force majeure, faults caused by third parties, or faults attributable to the customer.

14.5. If the customer is a business entity, public law entity, or public special fund, the liability—except in cases of intent or gross negligence—is limited to the sum of the contractual fees paid by the customer within the last 12 months before the damaging event.

§ 15 Force Majeure

15.1. The provider is released from its contractual obligations if and to the extent that the non-fulfillment of obligations results from force majeure occurring after contract conclusion.

15.2. Events of force majeure include, for example, wars, strikes, riots, expropriations, fundamental legal changes, storms, floods, and other natural disasters, as well as other circumstances not attributable to the provider, particularly internet or infrastructure failures caused by third parties, water ingress, power failures, and disruptions or destruction of data-carrying lines.

15.3. The provider shall promptly inform the customer in text form of the occurrence of a force majeure event.

§ 16 Jurisdiction, Applicable Law

16.1. This contract is governed by the laws of the Federal Republic of Germany, excluding conflict of laws rules, the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is the provider’s registered office, provided the customer is a business entity, a legal entity under public law, or a public special fund.

§ 17 Out-of-Court Dispute Resolution

17.1. The European Commission provides an online dispute resolution platform (OS), available at: https://www.ec.europa.eu/consumers/odr. Consumers may use this platform to settle their disputes.

17.2. We are not obliged to participate in a dispute resolution procedure before a consumer arbitration board and will decide on participation on a case-by-case basis.