Terms of Service

1. Scope of application

1.1

wespond UG (haftungsbeschränkt) (hereinafter: Jamie or jamie) offers on its website www.meetjamie.ai (hereinafter: jamie) a software for users and companies that can be installed as an application.

1.2

The following General Terms and Conditions of Business (hereinafter referred to as "GTC") apply to all contracts of use (hereinafter referred to as "Contracts") concluded between jamie and customers who are not consumers within the meaning of § 13 BGB (German Civil Code) or other relevant legal provisions via the "jamie" platform.

1.3

Deviating terms and conditions of the customer shall not apply to contracts unless jamie expressly agrees to their application in writing.

1.4 Registration

In order to access certain features of the Services, you will need to have a personal account user account. For this purpose, users must register with their name and e-mail address. As part of your registration, you may be required to link your jamie account with a Third Party Account. Such a linkage will enable us to access your Third Party Account in accordance with that third party’s applicable terms. By giving us access to your Third Party Accounts: (a) you represent that you have the right to do so, without cost or liability to us; and (b) you acknowledge and agree that we may access, process, store, and/or use any Customer Data (defined below) that is visible or which you have stored on your Third Party Account for the purpose of making the Services available to you. You acknowledge that your relationship with your Third Party Account provider(s) is governed solely by your agreement(s) with such third party service providers, and jamie specifically disclaims any liability for any Customer Data or other information (whether personally-identifiable or not) that may become accessible to jamie via the Services by such third party service providers as a result of any linkage to a Third Party Account.

2. Conclusion of the contract between the customer and jamie, test period

2.1

The offer provided on jamie to use the software designated and described there does not constitute a binding offer by jamie.

2.2

The use of jamie's software requires the creation of a customer account (hereinafter referred to as an account). In order to create the account, the necessary data must be provided. By confirming the creation of the account and accepting the General Terms and Conditions, the contract is concluded. This offer can be accepted by jamie by setting up and granting access to the account or by sending a message to the e-mail address provided with the access data for the account set up.

2.3

For the preparation of an offer and conclusion of a contract with monthly or yearly billing, the contract is concluded in the account itself. For this purpose, the customer must select the appropriate version and confirm his selection. Afterwards, company name and billing address must be entered. By confirming and sending these details, the customer concludes a contract with jamie for the paid use of the software with monthly or yearly billing. The customer consents for jamie to disclose the collaboration between jamie and the customer for marketing purposes and in this connection also use the company logo of the customer. The customer may revoke this consent pursuant to this section at any time by declaration in text form (e.g. via e-mail at hey@meetjamie.ai). The prices of jamie are stated on www.meetjamie.ai and in the jamie application.

2.4

By concluding a contract for use according to section 2.2, jamie grants the customer the right to use the software for one month or one year after jamie grants access to the software or communicates the access data to the customer. Both parties have the possibility to terminate the contract free of charge before the end of the contract. The contract is terminated before the next billing date then. If this is not done, the contract shall be extended by another term (month or year). The customer's account will be blocked after the end of the contract period.

2.5

For the conclusion of a contract for the paid use of the software with yearly billing, jamie's sales team will prepare a corresponding offer in written or text form upon request. The customer will accept this offer in written or text form by confirming it in text form, in writing or orally, but at the latest by paying the invoice.

3. Services

3.1

jamie provides the customer with access to the version of the software offered on jamie and selected by the customer as Software-as-a-Service (hereinafter: SaaS) via the Internet for the duration of a contract. The scope of functions of the booked software version can be found in the description on jamie's website. Further services are not subject of a contract for the (chargeable) use of the software. Such additional services can be provided by jamie on the basis of a separate offer.

4. Availability and reaction time in case of malfunctions

4.1

jamie guarantees a 99% availability of the software provided as SaaS on an annual average. This does not apply to times in which the server cannot be reached due to other technical problems which are beyond jamie's control (in particular force majeure, fault of third parties). Also excluded are planned maintenance work (e.g. updates of the software), which are either outside the usual business hours from Monday to Friday (taking into account the public holidays at the Cologne location) between 9:00 a.m. and 6:00 p.m., or which have been announced in advance according to clause 4.2.

4.1

4.2

jamie is entitled to interrupt the availability of the Software for maintenance purposes and as a result of other technical requirements. As far as possible, the maintenance work will be carried out outside the normal business hours from Monday to Friday (taking into account the public holidays at the Cologne location) between 9:00 a.m. and 6:00 p.m. If a maintenance measure will lead to an interruption of the use of the software of more than 30 minutes within the normal business hours from Monday to Friday (taking into account the public holidays at the Cologne location) between 9:00 a.m. and 6:00 p.m., jamie will announce this maintenance work by e-mail. The announcement shall be made at least 24 hours in advance. Upon customer request, the announced maintenance work can be postponed if jamie is responsible for this for technical and economic reasons.

4.3

Disruptions of the system availability must be reported by the customer immediately after they become known. jamie shall endeavour to ensure a response time of four hours for the beginning of the fault clearance in case of reports of disruptions of the system availability which lead to a total failure of the software and which are received within the support hours (Monday to Thursday between 9:00 and 18:00 and Friday between 9:00 and 17:00 taking into account the holidays at the Cologne location). In case of minor errors that do not lead to a total failure of the software and occur during operation, jamie will endeavour to react not later than one working day after receipt of the error message.

4.4

In the case of fault messages received outside support hours, fault clearance begins on the following working day. Delays in fault clearance for which the customer is responsible (e.g. due to the unavailability of a contact person on the customer side or delayed notification of the fault) will not be counted towards the fault clearance time.

5. Cooperation services of the customer

5.1

The following cooperation services are main service obligations of the customer and are not to be classified solely as secondary obligations or duties.

5.2

The customer is obliged to check the functionality and general quality of the software during the test period according to section 2.2 and to notify jamie of any defects or other deviations from the quality requirements prior to the conclusion of a contract for the use of the software subject to charge. The customer may not invoke any defects or other deviations from the quality requirements that were already known or present during the test period but were not reported to jamie prior to the conclusion of an agreement for the use of the software subject to charge.

5.3

The customer is obliged to provide a qualified contact person and a deputy who is authorized to make or immediately bring about all necessary decisions which are necessary to provide the contractually agreed service. The customer is obligated to inform us immediately of any changes in the contact person (including deputy).

5.4

The customer is solely responsible for the contents and data processed with the software. The customer hereby undertakes to use jamie's software only in accordance with the contract and within the scope of the applicable legal provisions and not to infringe any rights of third parties when using it. The customer shall inform jamie immediately, if possible in writing, about (i) the misuse or suspected misuse of the contractually agreed service; (ii) a danger or suspicion of a danger to the observance of data protection or data security that occurs in the course of providing the contractually agreed service; (iii) a danger or suspicion of a danger to the service provided by jamie, e.g. through loss of access data or hacker attack.

5.5

The customer is obliged to ensure the technical requirements himself.

5.5.1

The connection to the Internet in sufficient bandwidth and latency is the responsibility of the customer.

5.5.2

For an optimal use of the offers and functions of jamie, the customer will use the browser types Google Chrome or Mozilla Firefox in their current version. In addition, the use of cookies must be permitted in the settings of the browser used.Furthermore, the access to the microphone of the users device must be permitted. If these technical requirements are not met by the customer, the usability of jamie's services may be restricted. jamie is not responsible for these restrictions.

5.5.3

The customer is responsible for implementing state-of-the-art IT security measures within their own organisation and for their employees. These measures include, but are not limited to, the installation and regular updating of common antivirus software on the laptops, computers or other mobile devices of the customer's employees, ensuring the allocation and regular updating of secure passwords in accordance with the BSI IT Basic Protection or other equivalent, recognized security standards for the jamie account as well as for the laptops, computers or other mobile devices of the employees or the use of corresponding mechanisms such as 2-factor authentication, automatic inactivity block, firewall, etc.

5.5.4

Furthermore, the customer is obliged to ensure the secrecy of the identification and authentication data assigned to his users, i.e. also, for example, the organisational and, if applicable, technical prohibition of passing on passwords and prohibition of the use of so-called "shared accounts". The ban on the use of shared accounts refers to the jamie account.

5.5.5

Furthermore, the customer shall ensure the security of the Internet connection used, i.e. in particular the use of company-owned instead of public Virtual Private Networks (VPN) as well as ensuring the use of VPN connections in public networks.

5.6

The customer is responsible for the professional setup and administration of the account. This applies regardless of whether jamie assists the customer with the setup of the account in any form whatsoever. This includes in particular: (i) the technical setup of the account, especially migration of data, configuration of processes and products; (ii) the technical connection of interfaces on the customer's side according to the specification for incoming and outgoing data; (iii) the administration of the account, especially the creation of users and roles and the assignment of accesses to the account.

5.7

The customer is obliged to inform jamie immediately in text form about occurring service disruptions (deficiencies in services, lack of availability) and to provide comprehensible information about occurring service disruptions. The customer shall provide jamie with reasonable support in identifying and eliminating errors. jamie shall be entitled to temporarily show the customer possibilities to circumvent errors and to eliminate the actual cause later by adapting the jamie software, provided that this is reasonable for the customer.

6. Grant of rights

6.1

jamie grants the customer a non-exclusive, simple, non-transferable right to use the booked software which is limited to the term of the contract.

6.2

The customer agrees to use the software exclusively in accordance with the contract and not to make it available for use by third parties. When booking the functionalities of the Enterprise Version, the Customer's rights of use shall also extend to any contracts concluded with the Customer within the meaning of § 271 HGB, §§ 15 ff. AktG (German Stock Corporation Act) or the respectively applicable company law regulations of affiliated companies/ associated companies/ subsidiaries.

6.3

By accepting these terms and conditions the customer agrees to the DPA (german: AVV) as well. For further questions e-mail hey(at)meetjamie.ai.

7. Prices, payment methods and terms of payment

7.1

The prices stated at the time of the order are valid as they are displayed on the website of jamie. The prices there are monthly or yearly net prices in Euro and are exclusive of the statutory value-added tax at the applicable statutory rate, if applicable. The amount of the monthly or yearly fee for the use of the software depends on the price range for the selected version of the software.

7.2

The customer has to use monthly or yearly billing. All payments are due in advance upon invoicing.Both parties have the possibility to terminate the contract free of charge before the end of the contract. The contract is terminated before the next billing date then.

7.3

If payment is made by credit card, jamie reserves the right to check the validity of the card, the limit of the credit limit for the debit as well as the address details. jamie is entitled to reject the entered credit card as a means of payment if there is an important reason.In case of yearly billing, the customer will receive an invoice from jamie in electronic form via e-mail.

7.4

In the case of annual billing, the billing period begins on the day the account is activated and ends after one year.

The invoiced amount is calculated as 12 times the monthly fee for the ordered software (clause 7.1), less the discount for annual advance payment which is noted on jamie's website. jamie will activate the customer's account for one year according to the service period agreed upon with the customer and stated on the invoice.

Payments for contracts for the use of the software subject to charge with annual invoicing are usually made by bank transfer annually in advance.

In the case of annual invoicing, the customer will be sent an invoice for 12 months in electronic form by e-mail. The payment term of the bank transfer is two weeks from the date of invoice.

7.5

In the event of a return debit note (in particular due to lack of required funds on the account, due to account expiration, unjustified objection by the account holder or incorrect entry of account data), the customer authorizes jamie to issue the invoice for the respective due payment obligation a second time. In such a case, the customer is obliged to pay the costs incurred by the return debit note. Further claims are reserved.

7.6

In the event of default by the customer, if no payment has been made even after the expiry of a deadline set to the customer of one calendar week after the due date, jamie is entitled to immediately block the customer's access to the software. jamie shall notify the customer of this blocking in advance and set a further deadline of one calendar week. In this case, the customer shall remain obliged to continue to pay the agreed remuneration plus any interest on arrears. Any damages to the customer caused by the suspension for this reason cannot be claimed against jamie. Furthermore, jamie shall not have the right to block access to the software. Furthermore, in case of default, the legal provisions of §§ 286, 288 BGB or other relevant legal provisions shall apply.

8. Beginning of the contract, minimum term and termination

8.1

As soon as the customer has received his access data, the use of the software begins (see clause 2.2). Both parties have the possibility to terminate the contract free of charge before the end of the contract. The contract is terminated before the next billing date then. If this does not happen, the contract will be extended by a further year. At the end of the contract period, the customer's account will be blocked.

8.2

In the case of contracts for the use of the software subject to charge with yearly invoicing, a minimum term of one year applies. After expiry of the minimum term, the contract is extended by extension periods of one year each, unless the customer terminates the contract before the start of an extension period.

8.3

In the case of contracts for the use of the Software with costs and monthly or yearly billing, a minimum term of one month or one year shall apply. After expiry of the minimum term, the Agreement shall be extended by renewal periods of one month/year each, unless the Customer terminates the Agreement with a notice period of two weeks prior to the beginning of a renewal period. For the extension of the contracts for the use of the Software with costs with yearly billing, jamie will provide the customer with a new annual invoice for transfer at least two weeks before the beginning of the new extension period.

8.4

jamie has the right to terminate contracts for the use of the software with costs with yearly billing with a notice period of one month.

8.5

The right of both parties to the contract to terminate for good cause remains unaffected.

8.6

Notice of termination must be given in text form. The customer's account will be blocked when the termination becomes effective.

9. Limitation of liability

9.1

Legal liability in the case of services rendered against payment. In the case of services rendered against payment, jamie shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health, as well as for other damages resulting from intentional or grossly negligent breach of duty or fraudulent intent. In addition, jamie shall be liable in accordance with the statutory provisions for damages covered by liability under mandatory legal provisions in the case of contracts for the use of the software for a fee, such as in the case of the assumption of guarantees, fraudulent concealment of a defect or under the Product Liability Act. Warranties by jamie are only given in writing and, in case of doubt, are only to be interpreted as such if they are referred to as "warranty".

9.2

Limitation of liability for services rendered against payment. In the case of slight negligence, jamie shall only be liable for damages caused by jamie in the case of paid services and which are attributable to such material breaches of duty that endanger the achievement of the purpose of this contract, or to the breach of duties whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may rely (so-called cardinal breaches of duty). In these cases jamie's liability is limited to the foreseeable damage typical for this type of contract. Liability for the slightly negligent breach of obligations that are not cardinal obligations (see clause 9.2. sentence 1) is excluded, unless jamie is liable by law (see clause 9.1. sentence 2).

9.3

Liability in the case of services provided free of charge. In the case of services provided free of charge (e.g. within the test period), jamie shall only be liable for damages caused by intent, gross negligence and fraudulent intent. This limitation of liability shall not apply to damages resulting from injury to life, body or health.

9.4

Claims against third parties. The limitations of liability in clauses 9.1. to 9.3. shall also apply to claims against executives, employees, other vicarious agents or subcontractors of jamie.

10. Data protection and confidentiality

10.1

jamie collects and uses the customer's personal data only within the scope of the applicable legal provisions. For this purpose, the contracting parties shall conclude an agreement to the extent required by the respective applicable provisions.

10.2

None of the contracting parties shall be entitled to transfer confidential information of the other contracting party to third parties without the express consent (at least in text form). This applies to customers with contracts for both free and paid use. All information, whether fixed in writing or transmitted orally, which (i) by its nature is considered confidential or secret or (ii) which the contractual partner to whom the information is transmitted must already recognize as confidential or secret due to the external circumstances of the transmission. Confidential information includes in particular product descriptions and specifications as well as prices. Both contractual partners undertake to use confidential information only for contractually agreed purposes. Both contractual partners shall take at least the same precautionary measures as they take with regard to their own confidential information. Such precautionary measures must at least be appropriate to prevent disclosure to unauthorized third parties. In addition, both contractual partners are obliged to prevent the unauthorised disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives. The contracting parties shall inform each other in writing in the event of misuse of confidential information. Excepted from the above obligation is such information which (i) was already known to the other contracting party before transmission and without an existing non-disclosure agreement, (ii) is transmitted by a third party not subject to a comparable non-disclosure agreement, (iii) is otherwise publicly known, (iv) was developed independently and without use of the Confidential Information, (v) is released for publication in writing or (vi) must be transmitted due to a court or governmental order, provided that the contracting party affected by the transmission is informed in time to be able to initiate legal protection measures. The obligation of confidentiality shall also apply beyond the duration of the contract until twelve months after the effective termination of the contract.

The customer consents for jamie to disclose the collaboration between jamie and the customer for marketing purposes and in this connection also use the company logo of the customer. The customer may revoke this consent pursuant to this section at any time by declaration in text form (e.g. via e-mail at benedikt(at)meetjamie.ai).

11. Reservations of right of modification

11.1

jamie has the right to amend these General Terms and Conditions at any time or to add provisions for the use of any newly introduced additional services or functions of the Software. The customer will be notified of the changes and additions to the General Terms and Conditions by e-mail to the e-mail address provided by the customer at least four weeks before the planned effective date. The customer's consent to the amendment of the General Terms and Conditions of Business shall be deemed given if the customer does not object to the amendment in text form (e.g. letter, fax, e-mail) within a period of two weeks, beginning on the day following the announcement of the amendment. jamie undertakes to make separate reference in the announcement of the amendment to the possibility of objection, the period for objection, the text form requirement and the significance or consequences of not objecting.

11.2

jamie reserves the right to change the software or to offer deviating functionalities, unless changes and deviations are not reasonable for the customer. If the provision of a modified version of the software or a change of functionalities of the software is accompanied by a significant change in the work processes of the customer supported by the software and/or restrictions in the usability of previously generated data, jamie shall notify the customer in writing at least four weeks before such a change takes effect. If the customer does not object to the change in text form within a period of two weeks from receipt of the notification of change, the change shall become part of the contract. jamie shall inform the customer of the aforementioned period and the legal consequences of its expiration if the customer does not exercise the right to object.
The customer consents for jamie to disclose the collaboration between jamie and the customer for marketing purposes and in this connection also use the company logo of the customer. The customer may revoke this consent pursuant to this section at any time by declaration in text form (e.g. via e-mail at benedikt(at)meetjamie.ai).

11.3

jamie also reserves the right to modify the software or offer different functionalities (i) to the extent necessary to ensure that the services offered by jamie comply with the law applicable to these services, in particular if the legal situation changes; (ii) to the extent that jamie complies with a court or governmental decision addressed to jamie; (iii) to the extent necessary to eliminate security gaps in the software; or (iv) to the extent that this is predominantly advantageous for the customer.

11.4

jamie shall be entitled to adjust the prices for the contractual services subject to charges annually in an appropriate amount to compensate for personnel and other cost increases. jamie shall notify the customer in writing of these price adjustments and the date on which the price adjustment becomes effective. The price adjustments do not apply to the periods for which the customer has already made payments. If the price increase amounts to more than 5% of the previous price, the customer may object to this price increase with a period of two weeks from notification. A change in the price resulting from a change in the scope of features or the number of employees to be administered shall not be deemed a price adjustment within the meaning of this Section 11.4.
The customer consents for jamie to disclose the collaboration between jamie and the customer for marketing purposes and in this connection also use the company logo of the customer. The customer may revoke this consent pursuant to this section at any time by declaration in text form (e.g. via e-mail at benedikt(at)meetjamie.ai).

11.5

If the customer objects to a change within the meaning of this Section 11 in due form and time, the contractual relationship shall be continued under the previous conditions. jamie reserves the right to terminate the contractual relationship with a notice period of one month.

11.6

Changes to these General Terms and Conditions must be made in writing. This also applies to the cancellation of the text form itself.

12. Final provisions

12.1

If individual provisions of the General Terms and Conditions of Business have not become part of the contract in whole or in part or are ineffective, the remainder of the contract shall remain effective. If the provisions have not become part of the contract or are ineffective, the content of the contract shall be governed by the statutory provisions.

12.2

The contractual relationship existing between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany, expressly excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between jamie and the customer is, as far as legally permissible, the place of business of jamie.

12.3

For the conclusion of the contract, the English version is authoritative for the conclusion of the contract for customers.