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’ or ‘we’).
2. Any terms and conditions provided by the customer shall not apply. The provider expressly objects to their inclusion unless this has been agreed individually in writing.
3. According to § 13 BGB, a consumer is a natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed. According to § 14 BGB, an entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or self-employed professional activity.

§ 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 makes its service available via a user interface that can be operated via the internet using an internet browser. The customer does not acquire the underlying software or any rights thereto.
3. The technology of the Service is designed for use in Firefox and Chrome internet browsers, whereby the Provider continuously develops its Service in line with the current state of the art. Therefore, use of the Service requires that the Customer uses either the Firefox or Chrome internet browser in a version that is no more than 24 months old at the time of use; the Provider cannot guarantee the proper functioning of its service for other Internet browsers or older versions of Internet browsers.
4. The Provider guarantees an average availability of its service of 99.9% per calendar month.
5. Use of the service requires prior online registration, on the basis of which the Provider will set 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 total prices including applicable value added tax, unless otherwise stated in offers to businesses.
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 under this tariff can be terminated by the customer at any time without notice, and by the provider with one week's notice.
2. A paid contract is concluded for the term agreed in the respective tariff. Such a contract, which we
   (a) have concluded with an business, is extended at the end of the term by the originally agreed term, as long as the contract is not terminated;
   (b) have concluded with a consumer, is extended indefinitely at the end of the term.
3. The right to extraordinary termination for good cause remains unaffected for each party.
4. The notice period for ordinary termination of a paid tariff is two weeks for each party to the end of the respective contract term.

§ 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

1. 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.
2. The provider may also increase agreed gross fees in accordance with the procedure set out in paragraph 1 if taxes or other levies included therein increase after conclusion of the contract or if such taxes or levies are newly introduced. On the other hand, the provider is obliged to reduce gross fees if taxes or other levies included therein decrease or cease to apply.

§ 8 – Out-of-court dispute resolution

We are neither obliged nor willing on a voluntary basis to participate in dispute resolution proceedings before a consumer arbitration board.

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

1. The contractual relationship between the provider and the customer shall be governed by the laws of the Federal Republic of Germany, excluding international private law. However, German law shall not apply to consumers who are permanently resident abroad if the consumer's national law contains provisions that cannot be deviated from by contract to the detriment of the consumer.
2. In the event that the customer is a merchant, a public corporation or a special fund under public law, the parties agree that the place of performance and the exclusive place of jurisdiction for all disputes arising in connection with the legal relationships regulated here shall be the provider's place of business at Schwedter Str. 8-9b, 10119 Berlin. In the event that the customer does not have a place of jurisdiction within Germany, the parties agree that the general place of jurisdiction of the provider shall be the local court of jurisdiction.
3. Should individual provisions of these Terms of Use prove to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The same applies to any unintended loopholes.

[21.11.2025]