Terms of Service (GTC)

(1) These General Terms and Conditions (GTC) apply to all contracts between Nodus Nexus GmbH, Holtorfer Str. 35, 53229 Bonn, Germany, represented by Managing Directors Daniel Nisen and Sammy Gounden ("Provider"), and the respective client for the use of the SaaS service "Nodexus".

(2) The Provider's services are directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code). Services are not offered to consumers within the meaning of § 13 BGB.

(3) Deviating, conflicting, or supplementary GTC of the client only become part of the contract if the Provider has expressly agreed to their applicability in writing. Individual agreements always take precedence over these GTC.

(1) The subject matter of the contract is the time-limited provision of the AI-powered voice agent "Nodexus" as Software-as-a-Service (SaaS) via the internet. The Provider grants the client the ability to use the software via a remote data connection; the software itself is not transferred.

(2) The specific scope of services is determined by the package selected by the client (Essentials, Professional, or Enterprise) and the booked add-ons in accordance with the service description valid at the time the contract is concluded.

(3) The Provider is entitled to continuously develop and update the software, provided this does not substantially limit the contractually agreed scope of functionality.

(1) The presentation of services on the Provider's website does not constitute a legally binding offer but an invitation to submit an offer (invitatio ad offerendum).

(2) The contract is concluded by the Provider's written order confirmation by email or by commencement of service delivery.

(3) The Provider reserves the right to reject contract requests without stating reasons.

(1) The scope of services to be provided by the Provider is determined by the service description of the respective selected package.

(2) Standard services include: AI-powered voice agent, access to the customer dashboard, call transcripts (only with active caller consent), technical support, and language support in up to 5 languages.

(3) Add-ons can be booked at any time at the prices current at the time of booking. The minimum term of an add-on is governed by the underlying main package, unless separately agreed.

(1) Onboarding includes the setup and configuration of the voice agent and comprises: kick-off meeting, knowledge base build, prompt engineering, voice selection, integration setup, testing phase, and go-live support.

(2) Onboarding typically takes 5–10 business days after the client has provided all required information and access credentials. This timeframe is non-binding and does not give rise to a legal claim.

(3) The client is obligated to provide all information, materials, and access credentials required for onboarding fully and in a timely manner. Delays arising from incomplete or late cooperation by the client are at the client's expense and may be invoiced separately.

(1) The fee consists of: a one-time setup fee (due upon conclusion of the contract), a monthly base price (payable in advance on the 1st of each month), costs for consumed additional minutes (billed in arrears), and any add-on costs.

(2) All prices are exclusive of applicable statutory VAT.

(3) Invoices are to be settled within 14 days of the invoice date by SEPA direct debit or bank transfer. In the event of late payment, default interest of 9 percentage points above the applicable base interest rate pursuant to § 288 Para. 2 BGB is owed.

(4) If annual payment is chosen, 2 monthly instalments are waived (i.e. 10 monthly payments for 12 months) and the one-time setup fee is also waived.

(1) The Provider is entitled to adjust prices in the event of a material change in the cost factors relevant to service delivery (in particular AI model costs, telephony costs, personnel costs). A price adjustment will be communicated to the client in writing (email suffices) with at least 3 months' notice before the end of the respective billing period.

(2) Price increases are capped at the rate of change of the German Consumer Price Index (CPI) plus 5 percentage points per year.

(3) In the event of a price increase, the client has the right to terminate the contract extraordinarily within 4 weeks of receipt of the notification, effective at the time the increase takes effect. [⚠ BGH compliance of this clause must be verified by legal counsel — KAN-23 Block 3.3]

(1) The contract is concluded for the respective minimum term: Essentials — 3 months, Professional — 6 months, Enterprise — 12 months.

(2) After the minimum term expires, the contract automatically renews by one month at a time unless terminated with proper notice. The notice period is 4 weeks to the end of the month (Essentials and Professional) or 3 months to the end of the month (Enterprise).

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of: payment default exceeding 30 days despite a reminder, serious breach of these GTC or the acceptable use policy, and insolvency filing by either party.

(4) Terminations require text form; transmission by email is sufficient.

(1) The Provider ensures the following annual average availability of the service platform: Essentials — 99.0%, Professional and Enterprise — 99.5%.

(2) Scheduled maintenance will be announced to the client at least 48 hours in advance and will preferably be performed during low-traffic periods (e.g. Sundays 02:00–06:00 CET). Maintenance windows do not count as downtime.

(3) The availability guarantee excludes outages attributable to: force majeure, disruptions at the client or in the client's network, disruptions at third-party providers (in particular AI and telephony service providers), or client-caused errors.

(4) [⚠ Credit scheme for SLA breach must be defined with legal counsel and added before go-live]

The client is obligated to cooperate for the proper performance of the contract. In particular, the client must: provide a complete and up-to-date knowledge base, supply required access credentials and technical connections, provide feedback on tests and configurations within 5 business days, ensure legally compliant use of the agent — particularly with regard to data protection and consent obligations towards callers — and immediately notify the Provider of changes to relevant company information.

Delays or additional costs arising from a breach of these obligations entitle the Provider to delay service delivery accordingly and to invoice the additional costs separately.

(1) The Provider grants the client a simple, non-exclusive, non-transferable, and non-sublicensable right to use the service platform for the duration of the contract.

(2) The client is prohibited from: using the platform for unlawful purposes, making unsolicited advertising calls (cold calling without consent), decompiling or reverse engineering the software, sharing access credentials with third parties, and generating or distributing content that violates the terms of service of the third-party providers used (AI models, telephony infrastructure).

(3) The client is solely responsible for the content of its knowledge base and for the lawfulness of its use of the agent in its business operations.

(1) The Provider processes personal data of callers on behalf of the client as a data processor pursuant to Art. 28 GDPR. A separate Data Processing Agreement (DPA) must be concluded between the parties, which forms part of the overall contract.

(2) The Provider uses the following sub-processors in particular: providers of AI voice synthesis, telephony infrastructure, and AI language processing models. The client agrees to the use of these sub-processors.

(3) Call recording and transcription takes place exclusively with the active consent of the respective caller at the beginning of the call. The technical consent prompt is implemented by the Provider.

(4) Further details on data processing are set out in the Privacy Policy and the DPA.

(1) The Provider is liable without limitation for damages arising from injury to life, body, or health, as well as for damages caused by intentional or grossly negligent conduct by the Provider or its agents.

(2) For breaches of essential contractual obligations (cardinal obligations) whose fulfilment is a prerequisite for the proper performance of the contract and on whose observance the client may regularly rely, the Provider's liability is limited in amount to the typically foreseeable damage at the time of contract conclusion, but in any event capped at twice the remuneration paid by the client in the relevant contract year, with a maximum of €50,000 per loss event.

(3) The Provider accepts no liability for content errors, inaccuracies, or omissions in responses generated by the AI agent. The client is obligated to restrict or exclude the use of the agent in legally or technically sensitive areas (in particular medicine, law, finance) through appropriate notices and technical measures. [⚠ AI liability clause must be reviewed by legal counsel — KAN-23 Block 12.3]

(4) The above liability limitations also apply to the personal liability of the Provider's officers, legal representatives, employees, and other agents.

(1) The Provider owes a service that substantially corresponds to the agreed service description. Immaterial deviations do not give rise to warranty claims.

(2) The client must notify the Provider of defects without undue delay, at the latest within 5 business days of becoming aware of them, in writing.

(3) The Provider is entitled to remedy defects by way of subsequent performance. If subsequent performance fails twice, the client has the statutory rights.

(4) Warranty claims become time-barred 12 months after discovery of the defect, to the extent permitted by law.

(1) All rights to the software, underlying technologies, algorithms, documentation, and other materials developed by the Provider remain with the Provider.

(2) All data, content, and materials provided by the client (in particular the knowledge base) remain the intellectual property of the client. The client grants the Provider a right of use limited to the contract term, to the extent necessary for the provision of services.

(3) Upon booking Voice Cloning: the created voice model is used for the duration of the contract. [⚠ Ownership rights of the Voice Cloning model must be clarified with legal counsel before go-live — KAN-23 Block 9.3. Preliminary rule: deletion of the model upon contract end.]

(1) Both parties undertake to treat all confidential information received in the course of the contract from the other party in strict confidence and not to disclose it to third parties. This obligation applies for a period of 3 years after the end of the contract.

(2) Confidential information includes in particular: trade secrets, technical information, pricing, customer data, and all documents designated as "confidential".

(3) Excluded is information that was publicly known at the time of disclosure, was already known to the party, or must be disclosed by law.

(1) Upon the effective date of termination, the AI agent will be deactivated. Client data will be deleted within 30 days after the end of the contract, unless statutory retention obligations exist (in particular § 147 AO: invoice and contract data for up to 10 years).

(2) Audio data is deleted immediately after processing. Transcripts are deleted by default after 30 days.

(3) The client has the right to request a complete export of its data (transcripts, configuration) in CSV or JSON format before the end of the contract.

(4) The Provider will issue the client with a written confirmation of deletion within 5 business days after complete data deletion.

(1) The Provider reserves the right to amend these GTC. Amendments will be communicated to the client by email with at least 6 weeks' notice before they take effect.

(2) The client has the right to object to amendments in writing within 4 weeks of receiving the notification. If no objection is raised, consent to the amended GTC is deemed given. In the notification, the Provider will expressly draw attention to this legal consequence of silence.

(3) If the client objects, either party has the right to terminate the contract extraordinarily with effect from the date the amendment takes effect.

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is [⚠ Bonn — confirm before go-live], provided the client is a merchant, a legal entity under public law, or a special fund under public law.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions (severability clause). The invalid provision shall be replaced by a valid one that comes closest to the economic purpose of the invalid provision.

(4) Collateral agreements and amendments to these GTC require text form.