1. Scope

These Terms of Service govern all contracts for the use of the Ejra platform (AI-powered phone and chat communication as software-as-a-service) between Robotic Automation Solutions UG (haftungsbeschränkt), Schellingstr. 109a, 80798 Munich, Germany (“Provider”) and its customers. The offering is directed exclusively at businesses within the meaning of Sec. 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law — not at consumers.

Deviating or conflicting terms and conditions of the customer do not become part of the contract unless the Provider expressly agrees to their application in text form.

2. Subject matter and services

The Provider makes the Ejra platform available to the customer as a cloud service. The scope of functions includes, in particular, AI-powered voice and chat agents, call and conversation management, integrations and analytics; the specific scope results from the service package booked or the individual offer.

The Provider continuously develops the platform and may modify or replace features, provided the contractually agreed core functionality is preserved and the change is reasonable for the customer.

3. Conclusion of contract

The contract is concluded upon acceptance of an offer from the Provider, upon signature of an order form by both parties, or upon activation of the customer account by the Provider. Registration alone does not establish any entitlement to activation.

4. Rights of use

For the term of the contract, the customer receives the simple, non-exclusive, non-transferable and non-sublicensable right to use the platform for its own business purposes to the agreed extent. Reproduction, modification, decompilation or reverse engineering of the software is prohibited, except to the extent permitted by mandatory law.

5. Customer obligations

In particular, the customer undertakes

• to keep credentials confidential, to use secure authentication and to inform the Provider without undue delay of any suspected compromise;
• to use the platform exclusively within the scope of applicable law, in particular data protection, competition and telecommunications law;
• to remain responsible for the content, prompts, knowledge sources and configurations of its AI agents and to review them regularly for accuracy;
• to inform its callers and chat users about the use of an AI system where required by law (including Art. 50 of the EU AI Act), to disclose any recording or transcription, and to obtain any required consents;
• to conduct telephone marketing only with the consents required under Sec. 7 of the German Unfair Competition Act (UWG);
• to comply with the Provider's usage policy, which forms part of the contract: Acceptable Use Policy.

6. Fees and payment

The prices agreed at the time the contract is concluded apply; all prices are net plus statutory VAT. Usage-based fees (e.g. call minutes) are billed according to actual usage. In the event of default in payment, the Provider is entitled, after prior notice, to suspend access until outstanding amounts are settled; statutory rights arising from default remain unaffected.

7. Availability and maintenance

The Provider aims for a platform availability of 99.5% on a monthly average; announced maintenance windows and disruptions beyond the Provider's control (e.g. failures of telecommunications or third-party services, force majeure) are excluded. Binding service levels require a separate agreement.

8. Data protection and data processing

Where the customer processes personal data of its end customers via the platform, the customer remains the controller under data protection law; the Provider acts as a processor. For this purpose, the parties enter into a data processing agreement pursuant to Art. 28 GDPR, which the Provider makes available in its current version. Details are set out in the privacy policy.

9. Confidentiality

The parties shall treat all trade and business secrets of the other party obtained in connection with the contract as confidential and use them exclusively for the performance of the contract. This obligation continues for three years after the end of the contract; statutory protections (in particular under the German Trade Secrets Act, GeschGehG) remain unaffected.

10. Liability

The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee expressly assumed.

In cases of simple negligence, the Provider is liable only for the breach of essential contractual obligations (obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded.

Any further liability is excluded. For loss of data, the Provider is liable only up to the amount of the recovery effort that would have been required had the customer performed proper and regular data backups. The customer remains responsible for the legal permissibility of its specific use of the AI agents and for reviewing AI-generated output within its area of responsibility.

11. Term and termination

The term and notice periods result from the respective order; in the absence of a deviating agreement, the contract runs for an indefinite period and may be terminated with one month's notice to the end of a calendar month. The right to extraordinary termination for good cause remains unaffected; for the Provider, good cause exists in particular in the event of serious or repeated violations of the usage policy. After the end of the contract, the Provider will make the customer's data available in a common format on request and subsequently delete it in accordance with the data processing agreement.

12. Changes to these Terms

The Provider may amend these Terms with effect for the future where this is necessary due to changes in the law, case law or the further development of the services, and where the amendment does not unreasonably disadvantage the customer. Amendments will be announced to the customer in text form at least six weeks before they take effect. If the customer does not object within this period, the amendments are deemed accepted; the announcement will specifically point out this consequence. In the event of an objection, either party may terminate the contract with effect from the date the amendment takes effect.

13. Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Munich, provided the customer is a merchant, a legal entity under public law or a special fund under public law. Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.

14. Contact

Robotic Automation Solutions UG (haftungsbeschränkt) · legal@ras.solutions