Terms of Use for OpenTalk-as-a-Service

§ 1 – Provider, Customer

1. The provider and contractual partner for the services offered under the domain opentalk.eu is OpenTalk GmbH, Schwedter Str. 8-9b, 10119 Berlin (hereinafter referred to as "Provider").

2. The Provider offers its service exclusively to entrepreneurs (§ 14 BGB), but not to consumers (§ 13 BGB). According to § 13 BGB, a consumer is a natural person who concludes a legal transaction for purposes that predominantly cannot be attributed to their commercial or independent professional activity. An entrepreneur, according to § 14 BGB, is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in exercise of their commercial or independent professional activity.

3. Any terms and conditions provided by the customer do not apply. The Provider expressly objects to their inclusion unless this is agreed upon individually in writing.

§ 2 – Scope of Services

1. The customer can hold video conferences with third parties via an Internet connection using an Internet browser (hereinafter referred to as the "Service").

2. The Provider offers its service through a user interface that can be operated via the Internet using an Internet browser. The customer does not acquire the underlying software or rights thereto.

3. The technology of the Service is designed for use in Firefox and Chrome Internet browsers, with the Provider continuously developing its Service taking into consideration the respective state of the art. Therefore, the use of the Service requires the customer to use either the Firefox or Chrome Internet browser in a version that is not more than 24 months old at the time of use; for other Internet browsers or older versions of Internet browsers, the Provider cannot guarantee the flawless function of its Service.

4. The Provider guarantees a time availability of its Service of an average of 99.9% per calendar month.

5. The use of the Service requires a prior online registration, based on which the Provider sets up a user account under the customer's email address.

§ 3 – Conclusion of the Contract

1. The Provider offers a binding proposal to conclude a contract for its services according to the tariffs displayed on the website. The customer accepts the contract offer by sending the order request via the "order free Starter tariff" button (when selecting the free "Starter" tariff) or via the "Open account now for a fee" button (when selecting a paid tariff). The Provider confirms the conclusion of the contract by email (contract confirmation).

2. Before accepting the offer, the customer is shown an overview of the data collected for his order, including the essential characteristics of the service. At this point, the customer has the opportunity to check the data for possible input errors and, if necessary, to go back one or more steps in the order process to change the data or cancel the order altogether.

3. After the conclusion of the contract, the Provider sends the content of the concluded contract (contract text) to the customer by email. At the same time, the Provider stores the contract text in its electronic data processing. It is up to the customer to store the email with the contract text in his own interest, as he has no other access to it.

4. Tariff selection, conclusion of the contract, and contract processing are carried out at the customer's choice in either German or English.

§ 4 – Fees

1. All fees are understood as net prices plus applicable value-added tax.
2. The customer is obliged to prepay the fee. The fee for the billing period agreed upon according to the tariff is due and payable at the beginning of that period. The Provider may withhold its service if the customer is in arrears with the fee payment. 3. The Provider makes invoices available for download in the customer account. The Provider informs the customer by email when a new invoice is available for retrieval in the customer account.

§ 5 – Duration, Termination

1. A free contract ("Starter" tariff) is concluded for an indefinite period. A contract concluded in this tariff can be terminated by the customer at any time without notice, and by the Provider with a notice period of one week.

2. A fee-based contract is concluded with the duration agreed upon in the respective tariff. The contract extends each time by the originally agreed duration, as long as the contract is not terminated. The notice period for ordinary termination is two weeks to the end of the respective contract term.

3. The right to extraordinary termination for good cause remains unaffected for each party.

§ 6 – Warranty (Liability for Defects)

Warranty rights (also known as liability for defects rights) are governed by the statutory provisions.

§ 7 – Changes to the OpenTalk-as-a-Service Terms of Use

The Provider may change these terms of use if there is a legitimate interest in doing so. A legitimate interest may exist in particular if technical standards are changed or developed by third parties that require an adaptation of the Service. The Provider will inform the customer of the intended change at least six weeks before the planned change date. If the customer does not object in writing within four weeks from the announcement, his approval is deemed to be granted. The customer will be specifically informed about the right to object in the announcement.

§ 8 – Choice of Law, Place of Jurisdiction, Severability Clause

1. The laws of the Federal Republic of Germany shall apply to the contractual relationship between the Provider and the Customer, excluding international private law.
2. In the event that the customer is a merchant, a legal entity under public law, or a special fund under public law, the parties agree that the address registered in the commercial register as the domestic business address of the Provider at the time of contract conclusion shall be the place of performance and exclusive jurisdiction for all disputes in connection with the legal relationships regulated here.
3. Should individual regulations of these terms of use prove to be invalid or unenforceable, this shall not affect the validity of the remaining regulations. The same applies to an unintentional gap in regulations.

[27.6.2023]