Terms of Service (Platform)

1. Scope and Contracting Party

These Terms and Conditions apply to the use of the web and SaaS platform "Chatbyte" (hereinafter "Platform"), operated by Chatbyte GmbH, Gertigstraße 69, 22303 Hamburg, Germany, Commercial Register: HRA 128461, Registry Court: District Court Hamburg, VAT ID: DE452019271, represented by management (hereinafter "we", "us" or "Chatbyte"). Deviating terms and conditions of the user shall not apply unless we agree to them in writing.

Exclusively for Business Customers: These T&C are exclusively directed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e., natural or legal persons or partnerships with legal capacity who act in the exercise of their commercial or independent professional activity when concluding the contract. By registering and using the Platform, you expressly confirm that you are acting as an entrepreneur and not as a consumer within the meaning of Section 13 BGB.

No Right of Withdrawal: Since our services are provided exclusively to entrepreneurs, there is no statutory right of withdrawal pursuant to Section 355 BGB. The right of withdrawal only applies to consumers.

The contract for the use of the Platform is concluded through registration and confirmation by us. Legally, this constitutes a lease agreement for the temporary provision of software pursuant to Sections 535 et seq. BGB in conjunction with service elements.

2. Service Description

Chatbyte offers a platform for creating, managing, and executing AI-powered agents, including knowledge base functions, integrations (e.g., CRM, e-commerce, support tools), live chat, channels (e.g., web, WhatsApp Business, RCS), as well as usage/cost analytics.

The Platform includes, among others:

• AI functions via Large Language Model (LLM) providers (e.g., OpenAI, Anthropic, Google Generative AI, Azure OpenAI) according to your selection/configuration.
• Database/storage and caching (Neon PostgreSQL – Frankfurt/DE – for persistent data; AWS Vector Store – EU/Frankfurt – for embeddings/similarity search; Cloudflare R2 – EU/Frankfurt – for files/uploads; Upstash Redis – EU region, preferably Frankfurt/DE – for volatile data; optional storage in EU infrastructure).
• Billing via Stripe; email delivery via Resend.
• Analytics (e.g., internal usage metrics; Tinybird; PostHog – EU hosting; only with consent according to privacy notices).
• Content management (e.g., landing page content via Sanity CMS).

Functionality and limits depend on your chosen plan; individual services may vary depending on your tariff.

3. Registration, Account, and Customer Obligations

Account Creation: An account is required for use. During registration, complete and truthful information must be provided. You are obligated to keep your account data up to date and to update changes immediately.

Access Security: You are obligated to treat access credentials (passwords, API keys, tokens) strictly confidentially and to protect them against unauthorized access. Sharing access credentials with third parties is prohibited. In case of suspected unauthorized access, we must be informed immediately. Activities via your account will be attributed to you.

Lawful Use: You guarantee that:

• all content, data, and configurations provided by you are lawful,
• you have all necessary rights and licenses,
• required consents (especially for personal data, GDPR) are available,
• you do not violate copyrights, trademark rights, and other third-party rights,
• you comply with all legal requirements for commercial use (e.g., imprint obligation, right of withdrawal).

User and Role Management: You are responsible for the proper management of user and role permissions in your account. Ensure that only authorized persons have access to the Platform and that access rights are granted according to the principle of least privilege.

System Integrity: You commit to:

• not perform automated queries (except via provided APIs within your plan),
• not take any measures that could impair the functionality or availability of the Platform,
• not attempt reverse engineering, decompilation, or disassembly,
• not circumvent or manipulate security mechanisms.

4. Prices, Billing, and Credits

Prices are determined by the current price list/order. Billing is generally monthly in advance via our payment service provider Stripe. If a credit/quota model is used, usage is determined by your configured model choice (e.g., GPT variants) and API calls. Unused credits may expire unless otherwise specified. All prices plus applicable statutory VAT.

5. WhatsApp Business, RCS, and Other Channel Integrations

You can connect Chatbyte with various messaging channels, in particular:

WhatsApp Business: For use, the terms of Meta (WhatsApp Business Terms, Meta guidelines) as well as possibly the terms of an intermediary provider (e.g., Twilio, 360dialog, Meta Cloud API) additionally apply.

RCS (Rich Communication Services): For use, the terms of the respective RCS providers (e.g., Google RCS Business Messaging, mobile network operators) as well as possibly the terms of intermediary providers additionally apply.

Other Channels: Additional messaging channels can be integrated as available and are subject to the respective provider terms.

Your Responsibilities:

• the lawfulness of your messages (especially consents, double opt-in, opt-out compliance),
• compliance with sending windows/categories (e.g., template requirements, RCS message types),
• compliance with consumer protection, competition, telecommunications, and data protection law (including GDPR, TTDSG),
• submission of correct imprint/contact information and mandatory information,
• compliance with the respective provider guidelines and requirements.

Indemnification: We are not a party to your contract with the respective messaging providers or intermediary providers. You indemnify us from third-party claims resulting from violations of provider rules or legal requirements.

6. Third-Party Services

To provide the Platform, we use or enable the integration of the following services, among others (details in the Privacy Policy):

• LLM providers: OpenAI, Anthropic, Google Generative AI, Azure OpenAI (model-dependent; Azure region Sweden/EU),
• Storage/hosting: Cloudflare R2 (files/uploads, EU/Frankfurt),
• Database: Neon PostgreSQL (Frankfurt, Germany),
• Cache: Upstash Redis (EU region, preferably Frankfurt/DE),
• Analytics/usage: Tinybird (usage/cost overview), PostHog (EU hosting; product/event analytics only with consent),
• Email: Resend,
• Payment: Stripe,
• CMS: Sanity (landing content).
• Optional Vector Store: TurboPuffer (EU region, preferably Frankfurt/DE, if available).

If you activate integrations (e.g., Shopify, HubSpot, Zendesk), you are responsible for their lawful use and their contractual relationships.

7. Availability, Service Level, and Support

Availability: We strive for a platform availability of 99.5% per calendar month (calculated as the ratio of actual availability to total time, minus planned maintenance windows). Planned maintenance work will, if possible, be announced at least 48 hours in advance and carried out outside usual business hours.

Exceptions: The following are not considered downtime: (a) planned maintenance windows, (b) emergency maintenance to ensure operational safety, (c) outages due to events beyond our control (force majeure, DDoS attacks, failures of third-party providers/LLM providers, internet connection problems on your side), (d) problems caused by faulty configuration or improper use.

Support: Support services depend on your chosen plan. Business customers receive email support with an initial response within 24 hours (business days). Premium plans may include extended support services (see service description of your plan).

No SLA Guarantee: These availability targets represent a target, but not a legally binding guarantee with a claim to damages or credits for non-achievement, unless otherwise agreed.

8. Usage Rights and Content

You retain all rights to your content. You grant us and engaged processors a simple usage right limited to contract performance to store, process, transmit, analyze your content and use it for the functionality of the Platform (e.g., embeddings/vector indexes). You ensure that you have all necessary rights and do not violate third-party rights or legal prohibitions.

9. Prohibited Use and Inadmissible Content

Prohibited Activities: You commit not to use the Platform for:

• Illegal Purposes: Violation of applicable law, regulations, or official orders.
• Harmful Content: Creation, storage, or distribution of malware, viruses, Trojans, or other harmful programs.
• Harassment and Discrimination: Content that promotes hate speech, insults, discrimination, threats, or violence.
• Fraud and Deception: Misleading, fraudulent, or deceptive content; phishing; identity theft.
• Spam and Unwanted Communication: Bulk emails, unsolicited advertising, spam via chat channels.
• Copyright Infringement: Use of copyrighted content without appropriate rights or licenses.
• Data Protection Violations: Processing of personal data without legal basis or required consents.
• Competition Violations: Misleading advertising, unfair competition, violations of the UWG (Unfair Competition Act).
• Terrorist or Extremist Content: Promotion, support, or glorification of terrorist or extremist activities.
• Content Harmful to Minors: Pornographic, glorifying violence, or otherwise content harmful to minors.
• Security Threats: Penetration testing, vulnerability analysis, or other security tests without prior written permission.
• Overload Attacks: DDoS attacks, flooding, or other actions to overload the infrastructure.
• Scraping and Automation: Unauthorized crawling, scraping, or automated extraction of data outside provided APIs.
• Resale: Resale, rental, or other commercial redistribution of the service without our written consent.

Export Control and Sanctions: You commit not to use the Platform in countries affected by international sanctions (EU, USA) or for purposes that violate export control regulations.

Consequences of Violations: In case of violations of these Terms and Conditions, we are entitled to:

• issue a written warning,
• remove or block the affected content,
• temporarily suspend your access,
• terminate the contract without notice,
• assert claims for damages,
• initiate legal proceedings.

The choice of measure is made considering the severity and frequency of the violation as well as your interests.

10. Term and Termination

Contract Term: The contract runs for an indefinite period unless a fixed term was agreed upon at conclusion. For contracts with a fixed term, the contract automatically extends for the same period unless terminated.

Ordinary Termination:

• For monthly billing: Termination with 30 days' notice to the end of the month.
• For annual billing: Termination with 3 months' notice to the end of the term.

Extraordinary Termination: The right to terminate without notice for good cause remains unaffected. Good cause exists in particular in case of: (a) repeated or serious violations of these T&C, (b) payment default of more than 30 days despite reminder, (c) insolvency of the other party.

Consequences of Termination: Upon contract termination, your access to the Platform expires. Fees already paid will not be refunded, except in case of termination by us without good cause. Export functions for your data are available until contract termination or for 30 days after contract termination. After that, your data will be deleted according to our deletion policies.

11. Warranty, Defects, and Service Changes

Warranty: We provide services according to the state of the art and make the Platform available in a condition suitable for contractual use. We do not warrant the accuracy, completeness, and timeliness of content generated by AI models, as AI models deliver probabilistic results.

Defect Notification: Defects must be reported to us immediately in writing (email is sufficient). We will remedy reported defects within a reasonable period. Defect remediation is carried out at our choice through repair or replacement delivery.

Exclusions: The warranty does not apply in case of: (a) defects caused by improper use, faulty configuration, or unauthorized changes, (b) defects due to third-party services (e.g., LLM providers), (c) force majeure events.

Limitation Period: The limitation period for defect claims is one year from knowledge of the defect.

Service Changes: We may develop, change, or discontinue features to the extent that this is reasonable for you. Significant changes that significantly limit functionality will be announced at least 3 months in advance.

12. Liability

Unlimited Liability: We are liable without limitation for intent and gross negligence. Liability for damages resulting from injury to life, body, or health as well as under the Product Liability Act remains unaffected.

Limited Liability: In case of slight negligence, we are only liable for violation of essential contractual obligations (cardinal obligations). Cardinal obligations are those obligations whose fulfillment enables the proper performance of the contract and on whose compliance you may regularly rely. In these cases, liability is limited to the typical, foreseeable damage under the contract, but at most to the fees paid in the last 12 months.

Liability Exclusion: Liability for indirect damages, consequential damages, lost profits, or data loss is excluded – except in case of intent or gross negligence.

Third Parties: For services of third parties (e.g., LLM providers, payment service providers), we are only liable within the scope of our selection responsibility. Further claims must be asserted directly against the respective third party.

13. Data Protection and Data Security

The processing of personal data is governed by our Privacy Policy (see "Privacy Policy"). We offer – where applicable – the conclusion of a Data Processing Agreement (DPA). You are responsible for the lawfulness of your data processing, especially for channel integrations (e.g., WhatsApp Business) and third-party systems.

14. Indemnification and Damages

Indemnification by the Customer: You commit to indemnify us, our affiliated companies, employees, agents, and service providers from all claims, demands, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or in connection with:

• your violation of these T&C, especially the usage restrictions and prohibited content,
• your violation of applicable law, including data protection law (GDPR, TTDSG), copyright law, trademark law, competition law, or other third-party rights,
• content, data, or configurations provided by you that violate third-party rights,
• your use of channel integrations (e.g., WhatsApp Business) in violation of the terms of the respective providers,
• claims of your end users or third parties due to your use of the Platform,
• false or misleading information during registration or during the contract term.

Prerequisites: Indemnification requires that:

• we inform you immediately about an asserted claim,
• you receive the opportunity to defend and we reasonably cooperate in the defense,
• you have control over the defense and any settlement negotiations (with our consent to settlements that affect our rights).

Our Indemnification: We indemnify you from third-party claims asserting that the intended use of the Platform violates copyrights, patents, or other third-party rights. This does not apply to the extent that the infringement is based on your adaptation, modification, or combination of the Platform with content or services of third parties.

15. Confidentiality

Both parties treat confidential information strictly confidentially and use it only for contract performance. Exceptions apply to legal disclosure obligations.

16. Payment Default and Reminder Procedure

In case of payment default, we reserve the following rights:

• Reminder with deadline of at least 7 days,
• Calculation of default interest at the statutory rate (currently 9 percentage points above the base rate according to Section 288 (2) BGB),
• Assertion of a reminder fee of 40 EUR (according to Section 288 (5) BGB),
• Blocking of access to the Platform after unsuccessful reminder,
• Termination without notice in case of payment default of more than 30 days despite reminder,
• Engagement of a debt collection company or attorney (costs borne by the defaulting customer).

17. Changes to the T&C

We may change these T&C with effect for the future. We will inform you in a timely manner about significant changes. If you do not object within the communicated period, the changes are deemed accepted. The right to object will be pointed out separately.

18. Applicable Law and Jurisdiction

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the provisions of international private law that would lead to the application of another legal system.

The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is – to the extent legally permissible – Hamburg.

19. Force Majeure

In case of force majeure events (e.g., natural disasters, war, pandemics, terrorist attacks, strikes, official orders, failure of critical infrastructure or third parties), our performance obligations are suspended for the duration and extent of the impediment. We will inform you immediately about such events. If a force majeure event lasts longer than 60 days, both parties are entitled to extraordinary termination without observing a notice period.

20. Intellectual Property

All rights to the Platform, including software, design, trademarks, logos, and documentation, remain with us or our licensors. You only receive a non-exclusive, non-transferable usage right limited to the contract term within the scope of these T&C. Any reproduction, distribution, modification, or commercial use beyond the contractually permitted scope is prohibited.

21. Final Provisions

Severability Clause: Should individual provisions of these T&C be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

Written Form: Changes and additions to these T&C as well as all declarations in connection with the contractual relationship require text form (e.g., email), unless mandatory law provides otherwise. This also applies to the waiver of this written form clause.

Assignment: You are not entitled to transfer rights or obligations from this contract to third parties without our prior written consent. We are entitled to transfer our rights and obligations to affiliated companies.

Entire Agreement: These T&C, together with the Privacy Policy, constitute the entire agreement between the parties and replace all previous oral or written agreements on this subject.

Contact: contact@chatbyte.ai