General Terms & Conditions

for the Provision of Conversational Commerce Software last updated on June 13th, 2023

Preamble

Charles GmbH, Gartenstraße 86-87, 10115 Berlin, Germany, registered with the Commercial Register of the Berlin (Charlottenburg) District Court (Amtsgericht) under HRB 203739 B (hereinafter "we" or "Platform Operator"), offers merchants and service providers who are entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code ("BGB") (hereinafter "Client(s)") the opportunity to use our Software-as-a-Service solution (hereinafter “Platform”) to enable the commercial activities contracted, such as marketing, sales, and service, via instant messaging channels (e.g., WhatsApp or Facebook Messenger) in connection with consumers and/or (prospective) customers or users (hereinafter “End Customer(s)”) of the Client’s products or services in accordance with the provisions of these Terms & Conditions in order to sell or promote their products or services and engage with their End Customers via this Platform.

By signing or by using the services of the Platform the Client agrees to the following Terms & Conditions.

§ 1 General provisions

The Platform Operator does not conclude any purchase contracts or other contracts for the acquisition of the products or services sold with the Platform with the End Customers of the Clients via the Platform, but only provides the technical infrastructure (see also § 7). For these contracts with the Client's End Customers, the respective general terms & conditions (as well as any withdrawal policy (Widerrufsbelehrung)) of the Client and/or payment service providers may apply.
These Terms & Conditions conclusively contain the terms and conditions applicable between the Platform Operator and the Client for the services offered by the Platform Operator under these Terms & Conditions. Any provisions deviating from these Terms & Conditions shall only apply if they are confirmed in writing by the Platform Operator. Terms and conditions of the Client shall not apply vis-à-vis the Platform Operator. Counter-confirmations (Gegenbestätigungen) by the Client with reference to their own terms and conditions are expressly rejected.

§ 2 Services of the Platform Operator

The Platform Operator shall provide the Client with the Platform for enabling commercial sales and other business activities via instant messaging channels (so-called "Conversational Commerce") in the respective current version at the router exit of the data center in which the server with the software is located (hereinafter "Transfer Point" (Übergabepunkt)) for use in accordance with the following provisions. This includes the software with an interface to send and receive messages from End Consumers, the required computing power and the necessary storage space. The concrete scope of services results from the commercial agreement.
In order for the Client to be able to use the Platform, they need their own access to the Internet and, via this, the possibility of accessing the Platform at the Transfer Point. The Platform Operator does not owe the establishment and maintenance of the Internet connection between the Client's IT infrastructure and the Transfer Point.
The availability of the Platform is 99%. In terms of time, availability for the duration of a contractual year is the ratio of the period during which the Client was able to use the entire core functionalities at the Transfer Point (hereinafter "Usage Period") to the length of the entire contractual year. The Usage Period also includes the period of planned maintenance work and of cases of malfunctions that are beyond the Platform Operator's control.
In terms of its performance, the Platform is dependent on functions of instant messaging channels, communication interface services, cloud service provider, and online shop systems. Should their legal or technical design change in such a way that their scope of services negatively affects the Platform's scope of services, the Platform Operator and the Client agree that in this respect there is no non-contractual (nichtvertragsgemäße) performance by the Platform Operator. Rather, in such a case, the Platform Operator is entitled to change or discontinue their services if they can no longer be provided.
If access to an instant messaging channel (e.g., WhatsApp) or a communications interface service is blocked or not available, the Platform Operator will notify the Client and then provide the services based on another access option, which in turn will be notified to the Client. The Client themself is responsible for informing their End Clients of the new access option.

§ 3 Admission and access to the platform

Prerequisite for the use of the Platform is the admission by the Platform Operator. The Platform is only available to Clients who are entrepreneurs (Unternehmer) within the meaning of Section 14 BGB, i.e. natural or legal persons or partnerships with legal personality who or which, when entering into a legal transaction, act in exercise of their or its trade, business or profession. Private individuals or consumers (Verbraucher) within the meaning of Section 13 BGB are excluded as Clients. In general, there is no claim to admission or use of the Platform. A Client is not entitled to register more than once for the Platform, although the Platform Operator may grant exceptions in individual cases on request.
Via the master login transmitted in the admission confirmation, the Client has the possibility to grant the employees in their company as agents their own access authorization and to configure it according to their wishes in order to enable them to work optimally on the Platform.
The Client guarantees that the information they provide to the Platform Operator is true and complete. They undertake to notify the Platform Operator immediately of any future changes to the information provided. The same applies to all information provided by the Client when setting up employee logins.
The Platform Operator is entitled to withdraw a Client's admission or block access to the Platform, if
1. there is sufficient suspicion (hinreichender Verdacht) that the Client has violated these Terms & Conditions. The Client may avert these measures if they dispel the suspicion by presenting suitable evidence at their own expense;
2. the Platform Operator is entitled to terminate this contract;
3. the Platform Operator or its suppliers are required to comply with an order or regulation of a competent authority;
4. suspension is required for upgrade or maintenance reasons in which case the Platform Operator will attempt to give the Client reasonable notice;
5. the services of a relevant operator are suspended; or
6. there exists the possibility of Unauthorized Usage or an infringement of the Special Client Obligations or the WhatsApp Terms.
All logins are individualized and may only be used by the respective authorized Client. The Client is obliged to keep login and password secret and to protect them from unauthorized access by third parties. The Client is also responsible for keeping employee logins secret and will instruct their employees accordingly. In the event of suspicion of misuse by a third party, the Client shall inform the Platform Operator of this immediately. As soon as the Platform Operator becomes aware of the unauthorized use, the Platform Operator will block the access of the unauthorized Client. The Platform Operator reserves the right to change the login and password of a Client; in such a case, the Platform Operator will inform the Client of this immediately.

§ 4 Support

In the event of a deviation of the Platform from the contractual functions (hereinafter: "Support Case"), the manner in which the deviation is reported shall be determined by the support facilities set up on the Platform. The scope of the support services is based on the support services included in the commercial agreement.
When reporting a Support Case, the Client must provide a detailed description of the respective functional deviation so that the Platform Operator can eliminate the error as quickly and comprehensively as possible.
If required, Platform Operator and Clients can conclude separate agreements on support services that are not already part of the booked package (e.g. instructions, consulting services, technical services, training, development of special functions).

§ 5 Obligations of the Client

The Client will employ suitable hardware and communication equipment and will ensure at all times, at its expense, that such equipment remains suitable to provide access to the Platform which consists of the equipment the Platform Operator uses in connection with the provision of their Platform.
The services of the Platform Operator may not be made available to third parties by the Client unless this has been expressly agreed by the Platform Operator and the Client.
The Client will, and will ensure that its End Customers will, use the Platform in compliance with the Platform Operator’s and its suppliers’ usage policies as in force from time to time (any violation of these hereinafter “Unauthorized Usage”).
The Client will, and will ensure that its End Customers cooperate to this end, (i) ensure that for each transaction it performs via the Platform it has the prior consent of the recipient of that transaction and (ii) comply with any applicable law and regulation in respect to services which are based on the Platform provided by the Platform Operator (hereinafter altogether referred to as “Special Client Obligations”).
The Client must report and explain functional failures, malfunctions, or impairments of the Platform to the Platform Operator immediately and in individual cases as specifically as possible.
If the Client becomes aware that there is likely to be Unauthorized Usage or an infringement of Special Client Obligations or of the WhatsApp Terms, they will notify the Platform Operator immediately.
The Client will immediately inform the Platform Operator when receiving any notification or official communication from regulators, state authorities or similar bodies, in relation to the Client’s services which are based on the Platform and/or relating to WhatsApp Business Solution services, providing the Platform Operator with a copy of such notification or, at a minimum, with complete substantive information regarding the part of the notification which relates to the Services directly or indirectly.
The Client may not sell products and services via the Platform if the opening or execution of the sale or the service would violate statutory provisions, official orders, morality according to the legal system applicable to the intended contract, or respective policies of the used instant messaging channels (e.g., WhatsApp’s commerce policy). In particular, no items may be offered whose offer or sale violates the rights of third parties (in particular, the use of third-party copyrights or trademarks by the Client requires the permission of the rights holders); the same applies to pornographic or youth-endangering articles, weapons, drugs, propaganda material of anti-constitutional organizations and parties, live animals, etc. The Platform Operator is entitled to immediately block such an offer on the Platform.
The Client undertakes - also to the platform’s suppliers – to comply with all applicable laws and regulations, including related to privacy, data protection and exportation, regarding its activities related to these Terms & Conditions.
The Client grants the Platform Operator a non-exclusive right of use, unlimited in time and place, to reproduce, edit, transmit and, under certain circumstances, also otherwise use their product and brand content, insofar as this is necessary to enable the Platform Operator to fulfil the contractual obligations of these Terms & Conditions.
The Client is further obliged to
1. support the Platform Operator to a reasonable extent in providing the contractual services;
2. truthfully and completely describe the products and services offered by them (including the full price including any applicable value added tax as well as delivery time and shipping conditions);
3. comply with all consumer protection regulations, in particular the granting of a right of withdrawal (Widerrufsrecht), the provision of a legal notice (Impressum), insofar as this is required by law, and to provide data protection information to End Customers in their offers;
4. determine for themself whether any taxes, levies and/or customs duties apply to the products and services they post and whether these are to be paid by them;
5. set up and maintain the necessary data security arrangements throughout the entire term of the contract. This essentially refers to the careful and conscientious handling of logins and passwords, which must be kept secret, whereby the Client must ensure that their employees do the same;
6. immediately notify the Platform Operator of technical changes occurring in their area if they are likely to impair the provision of services or the security of the Platform of the Platform Operator;
7. carry out regular and complete data backups themself or through a third party;
8. to cooperate in the investigation of attacks by third parties on the Platform, insofar as this cooperation by the Client is necessary;
9. conduct transactions via the platform exclusively within the scope of commercial business operations for commercial purposes.
The Platform Operator draws attention to the legal provisions to combat illegal employment; the performance of services (including preparatory acts) that violate such provisions or other legal regulations is prohibited.
The Client undertakes to refrain from all measures which endanger or disturb the functioning of the Platform, as well as not to access data to which they are not entitled. Furthermore, they must ensure that their information and data transmitted via the Platform and posted on the Platform are not infected with viruses, worms or Trojan horses. The Client undertakes to reimburse the Platform Operator for all damages arising from the failure to comply with these obligations for which they are responsible and, in addition, to indemnify the Platform Operator from all claims of third parties, including legal fees and court costs, which they assert against the Platform Operator due to the Client's failure to comply with these obligations.
Products or services which may only be offered against a legally required proof may only be offered and requested via the Platform if the proof is included in the description of the products or services and the goods or services are only provided against the legally required proof.
The Client grants the Platform Operator the right to advertise with the Client’s name and logo on their website and other marketing materials.
The Client shall provide a testimonial about their satisfaction and experience with the software after 90 days of usage upon request which the Platform Operator may use for advertising purposes (e.g., on their homepage, press release, ads).
The Client shall write at least two publicly available reviews for external technology review platforms named by the Platform Operator upon request.
The Client may not resell or aggregate the services based on WhatsApp Business Solution services.
It is in the Client’s sole responsibility to create and maintain the required verified business accounts in accordance with Meta and WhatsApp terms and adhere to their quality standards in order to use their services via the Platform.

§ 6 WhatsApp Terms

These special terms and conditions (“WhatsApp Terms”) relate to the use of the WhatsApp Business Solution, a service enabling businesses to communicate with consumer users. These WhatsApp Terms prevail over other provisions in these Terms & Conditions in the event of conflict.
Before starting use of the Platform, the Client undertakes that by using or accessing any of WhatsApp Services directly or indirectly, they agreed to the WhatsApp terms of service available at https://www.whatsapp.com/legal/meta-terms-whatsapp-business as updated from time to time.
In order to use the WhatsApp Business Solution, the Client must comply with the WhatsApp terms set forth in the WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/), the WhatsApp Business Terms of Service (https://www.whatsapp.com/legal/business-terms), the WhatsApp Technical Product Information for On-Premises API (https://developers.facebook.com/docs/whatsapp/on-premises/guides) and the WhatsApp Business Messaging Policy (https://www.whatsapp.com/legal/business-policy).Meta is the distributor of the WhatsApp Business Solution and WhatsApp works with Meta to provide the tools required to enable the WhatsApp Business Solution, including Facebook Business Manager and Facebook Developer. The Meta Terms (https://facebook.com/legal/terms) and the Meta Commercial Terms (https://www.facebook.com/legal/commercial_terms) applicable for Facebook Business Manager and Facebook Developer apply, and the Client will comply with these terms. Users of the WhatsApp Business Solution in general will take note and comply with the WhatsApp Terms for Service Providers (https://www.whatsapp.com/legal/business-terms-for-service-providers/).
Meta and WhatsApp keep the right to change the location of those terms and conditions, policies, etc.
It is the Client’s responsibility to follow the changes that Meta and WhatsApp make in their terms and conditions, policies and make sure to comply with them.
The Client undertakes to provide the service to its users only on terms substantially similar to, and no less stringent than, these Meta and WhatsApp Terms.
The Client acknowledges and agrees that the Platform Operator has no control over the content which passes through the use of the WhatsApp Business Solution services of the Platform Operator and the Platform Operator does not examine the use of such content or the nature or the sources of the content. The Client will be solely liable for such content. The Platform Operator will not be liable for the content or any other material transmitted by the Client or anyone else using the WhatsApp Business Solution services of the Platform Operator, including but not limited to, mobile subscribers.
The Client will not send unsolicited traffic or knowingly transfer messages that can be classified as SPAM to the Platform Operator, its suppliers or the Meta/WhatsApp platform.
In addition, to any other remedies that the Platform Operator may have, the Platform Operator will have the right to immediately suspend all or any part of the WhatsApp Business Solution services of the Platform Operator if the Platform Operator has reason to suspect fraudulent, unlawful or unauthorized use of WhatsApp Business Solution services of the Platform Operator by the Client or the Client’s End Customers until such prohibited conduct has ceased.
The Client represents and warrants that it (i) will perform all of its obligations under these Terms & Conditions, (ii) will adhere to these Meta and WhatsApp Terms and (iii) will comply with the Platform Operator’ directions, as long as these directions do not concern the purposes and means of the processing of personal data by the Client.
The Platform Operator’s liability towards the Client with respect to the provision of the WhatsApp Business Solution Service is limited in the same way as the liability of Meta and WhatsApp is limited and the Client must indemnify the Platform Operator for breach of the Meta and WhatsApp Terms in the same manner as set out in the Meta and WhatsApp Terms.
From time to time, Meta and WhatsApp may enable the Platform Operator to test new products, features and services comprised of Meta components and/ or WhatsApp Solution components. To the extent the Platform Operator is using any such components on behalf of the Client, the Client confirms that (i) the Platform Operator is an authorized solution provider for the Client, (ii) the Platform Operator has authority to enter into an agreement to test such new products, features and services on behalf of the Client, and (iii) the Client confirms that it will be bound to the terms of the agreement applying to such new products, features and services.

§ 7 Processing of contracts concluded on the platform

As a rule, neither contracts nor payments between Client and their End Customers are concluded directly on the Platform, but within the framework of an online shop system (e.g., Shopify), an external payment service provider, or any other external digital contraction or transaction platform of the Client to which the End Customer may be linked in the chat window of the Platform. Should a contract nevertheless be concluded directly on the platform, the processing of the concluded contracts is the sole responsibility of the respective Client and their End Customers. With regard to the contracts concluded on the Platform, the Platform Operator does neither guarantee the fulfilment of the contracts concluded on the Platform between the Client and End Customers nor do they assume liability for material defects or defects of title (Sach- oder Rechtsmängel) of the traded products and services. The Platform Operator is under no obligation to ensure the fulfilment of the contracts concluded between Client and End Customers on the Platform.
The Platform Operator cannot guarantee the true identity and power of disposal of the Client or End Customers. In case of doubt, Client and End Customer are required to inform themselves in a suitable manner about the true identity and the power of disposal of the other contractual partner.

§ 8 Fees

The amount of the fees to be paid by the Client to the Platform Operator, the payment method and the payment period are based on the information in the commercial agreement. Transaction fees for the fee payments are to be paid by the Client.
Unless otherwise agreed, the Platform Operator shall provide the Client - at the latest on the 15th of each month - with an electronic statement of the base fee for the current month and any additional fees incurred for the previous month. Unless otherwise agreed, the fees incurred in each case are due 14 days after the invoice is issued, plus value added tax at the applicable tax rate. The Client agrees to the storage of the billing data for evidentiary purposes and/or within the scope of the statutory retention obligations. Objections to the respective invoice must be made in writing to the Platform Operator within four weeks of receipt of the invoice, otherwise the respective invoice shall be deemed approved.
In the event of late payment regarding the fees, the Platform Operator is entitled to demand interest on the outstanding fees from the respective Client at a rate of 8 percentage points above the base rate (Basiszinssatz). If payment of the fees is already more than four weeks late, the Platform Operator is entitled to block the Client's access to the Platform after a prior reminder with a deadline to no avail. The Platform Operator's claim to fees remains unaffected by the blockage. Only when the outstanding fee claims have been settled by the Client will their access be reactivated.
If the fees pursuant to the commercial agreement include a commission, this commission shall also be due for orders placed by End Customers which are actually not executed later or which are reversed, e.g., due to a withdrawal (Rücktritt) before or after delivery. However, the commission will be refunded to the Client by the Platform Operator, provided that the Client has effectively informed the Platform Operator of the right of withdrawal (Widerrufsrecht), the Client is not acting fraudulently, an End Customer as a consumer legally exercises their legal right of withdrawal based on the Client's proper withdrawal policy and the Client provides appropriate evidence of this proper withdrawal to the Platform Operator.
If the fees pursuant to the commercial agreement include a fee by user account for a given period, this fee applies for any user account that is or has been registered during the respective period regardless for how long this user account has been registered.
If the fees pursuant to the commercial agreement include a fee by monthly active user (“MAU”), this fee applies with the first message sent or received via a specific messaging application (e.g., WhatsApp) from or to a unique messaging user (e.g., a specific WhatsApp number of an End Customer) during a contractual month. Regardless how many messages have been sent or received within a contractual month.
If the fees pursuant to the commercial agreement refer to an Inbound- or an Outbound-Conversation, the following definitions shall apply: (i) Outbound-Conversations: A conversation that initiates from a business including Marketing-, Utility-, Authentication-Conversations; (ii) Inbound-Conversations: A conversation that initiates in response to a user message including Service-Conversations. Marketing-, Utility-, Authentication, or Service-Conversation are defined as follows in §8 (8).
If the fees pursuant to the commercial agreement refer to a Marketing-, Utility-, Authentication, or Service-Conversation, the same definitions as defined by Meta and WhatsApp apply (https://developers.facebook.com/docs/whatsapp/pricing). In case of any changes in the definitions of those conversations categories by Meta / WhatsApp, these changes apply as well for these General Terms & Conditions in a way that always the same definition as set by Meta / WhatsApp shall apply. The Platform Operator has to inform the Client about those changes ahead of time.
The Platform Operator is entitled to adjust the amount of the fees after each year of service according to the general price development and covering continuous improvements in the Platform. If the increase in the fees is more than 8% p.a., the Client has the right to terminate the contractual relationship at the end of the current contractual month for cause.

§ 9 Rights of use

The Platform Operator grants the Client non-exclusive, geographically unrestricted, non-sublicensable and non-transferable rights to use the Platform, limited in time to the term of this agreement in accordance with the following provisions. Otherwise, intellectual property rights in all software, information, technology or data whatsoever supplied by the Platform Operator under these Terms & Conditions will remain the property of that party.
There is no physical transfer of the Platform to the Client. The Client may only use the Platform for their own business activities.
If the Platform Operator implements new versions, updates, upgrades or other new deliveries with regard to the Platform during the term, the above rights shall also apply to these.
The Client shall not be entitled to any rights not expressly granted to the Client above. In particular, the Client is not entitled to use the Platform beyond the agreed use, i.e., to use it to develop other services for third parties or to make the platform accessible to third parties beyond the agreed use. They may neither activate nor use functionalities and options of the Platform for which the Platform Operator has not granted them any rights of use. In particular, the Client is also not permitted to duplicate, sell or make the Platform available for a limited period of time, in particular not to rent, lease or lend it. They may also not distribute or pass on the Platform in any other way, including via the Internet or a subsequent public or private data network. The Client is not permitted to change, translate, copy or decompile the source code of the Platform or to examine its functions, unless this is explicitly permitted by law.
The open source software components used in the Platform are presented on a specially set up information page in the platform itself, provided that there is a necessary obligation to be named by the requirements of the open source software.

§ 10 Warranty and liability of the platform operator

The statutory warranty (Gewährleistung) regulations apply to these Terms & Conditions, in particular the Client’s knowledge of the defect (Mangel) at the time of conclusion of the contract or acceptance in accordance with Section 536b BGB and the regulations concerning defects occurring during the rental period as well as the notification of defects by the tenant in accordance with Section 536c BGB. However, the tenant's right of self-remedy (Selbstbeseitigungsrecht) according to Section 536a para. 2 BGB and the Platform Operator’s obligation to pay damages according to Section 536a para. 1 BGB, as far as the standard provides for liability regardless of fault (verschuldensunabhängige Haftung), are excluded. The Platform Operator shall remedy the defect at their discretion either by repair (Nachbesserung) or replacement (Ersatzlieferung). The Client acknowledges that software cannot be created completely free of errors in practice.
The Platform Operator is liable without limitation for intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit) as well as in the case of personal injury (injury to life, body and health) and under the German Act on Liability for Defective Products (“ProdHaftG”), but only for slight negligence (leichte Fahrlässigkeit) in the event of breach of essential contractual obligations (vertragswesentliche Pflichten). Essential contractual obligations are in particular the provision and enabling of the use of the Platform. Liability in the event of a breach of such an essential contractual obligation is limited to the typical contractual damage which the Platform Operator had to expect at the time of conclusion of the contract due to the circumstances known at that time.
The platform operator shall not be liable for disruptions in the line network (Leitungsnetz) for which the Platform Operator is not responsible, for actions of third parties not acting on behalf of the Platform Operator, and for force majeure. Although the Platform Operator is always anxious to ensure a technically smooth process without disruptions to its own IT systems, applications etc., they cannot guarantee this. In this respect, the Platform Operator is permitted to remedy technical problems within a period of time freely determined by them. In particular, the Platform Operator also does not guarantee the functional capability and compatibility of IT systems, applications etc. of Client and End Customers who do not directly belong to the Platform and over whom the Platform Operator accordingly has no influence. Such circumstances may therefore influence the availability or functionality of the services provided by the Platform Operator, but not their contractual conformity. In particular, the Platform Operator and their suppliers are not liable for content of any messages or other transactions on the Platform.
The Platform Operator is only liable for the loss of data in accordance with the preceding paragraphs if such a loss could not have been avoided by appropriate and regular data backup measures on the part of the Client.
Liability does not extend to impairments to the contractual use of the services provided by the Platform Operator on the Platform which are caused by improper or incorrect use by the Client.
The above limitations of liability also apply analogously in favor of the Platform Operator's subcontractors (Erfüllungsgehilfen).
Insofar as the Platform offers the possibility of forwarding to databases, websites, services, etc. of third parties, e.g. by setting links or hyperlinks, the Platform Operator is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, the Platform Operator is not liable for their legality, accuracy of content, completeness, topicality, etc.

§ 11 Third-party contents

Clients are prohibited from posting content (e.g. through links or frames) on the Platform that violates statutory provisions, official orders or offends against morality. Furthermore, they are prohibited from posting content (e.g. images or descriptions) that violate the rights, in particular copyrights or trademark rights, of third parties.
Under no circumstances does the Platform Operator adopt external content as their own. The Client guarantees the Platform Operator that the goods and services offered by them on the Platform do not infringe any copyrights, trademarks, patents, other property rights or trade secrets.
The Client shall indemnify the Platform Operator and from all claims asserted by third parties - including employees of the Client - against the Platform Operator or due to the violation of their rights or due to legal violations based on the offers and/or contents posted by the Client, provided that the Client is responsible for these. In this respect, the Client shall also assume the costs of the legal defense of the Platform Operator or, including all court and attorney's fees, shall inform the Platform Operator or immediately about the claim and shall give the Platform Operator or the opportunity to defend the asserted claims, insofar as this is legally permissible. In doing so, the Client shall immediately provide the Platform Operator or with all information available to them on the facts and subject matter of the claim in full. The Client does not enter into separate negotiations, settlements or similar with respect to any such third-party claim.

§ 12 Data protection

With the approval pursuant to § 3, the Client guarantees to the Platform Operator and all End Customers that the Client has complied with the data protection requirements with regard to the data transmitted by them and indemnifies the Platform Operator from any claims, including those of a public law nature. In particular, the Client themself must ensure that the consent of employees, which may be necessary, is obtained before personal data of employees is placed on the Platform within the scope of setting up employee logins or in any other way.

§ 13 Assignment and set-off

A partial or complete transfer of the Client's rights from the contract with the Platform Operator to third parties is excluded. The Platform Operator may entrust third parties with the fulfilment of the obligations arising from this contract.
The Client is only entitled to offset (Aufrechnung) against the Platform Operator with undisputed (unbestrittenen) or legally binding (rechtskräftigen) counterclaims (Gegenforderungen). The Client can only assert a right of retention (Zurückbehaltungsrecht) if their counterclaim (Gegenanspruch) is based on the same contractual relationship.

§ 14 Duration of the contract and amendment of the Terms & Conditions

Unless otherwise agreed, term of the contract begins the latest with the admission of the Client to the Platform according to § 3.
Each party has the right to terminate the contract for good cause without notice. A good cause is in particular:
1. the breach by a Client of the provisions of these Terms & Conditions, which is not remedied even after a deadline has been set;
2. the tortious act (deliktische Handlung) of a Client or the attempt of such an act, e.g. fraud;
3. the Client's delay in payment obligation in accordance with the fees to be paid by the Client pursuant to § 8 para. 1 by more than two months;
4. any Unauthorized Usage or any infringement of the Special Client Obligations or the WhatsApp Terms;
5. persistent operational disruptions due to force majeure beyond the Platform Operator's control, such as natural disasters, fire, collapse of line networks through no fault of the Platform Operator.
If the Client is responsible for the extraordinary reason for termination according to (2) they are obliged to continue to pay the Platform Operator the agreed fees minus the expenses saved by the Platform Operator until the earliest possible time of the end of the contract through ordinary termination.
Any termination must be made in writing.
If the Client wishes to release the WhatsApp Business Accounts associated to numbers owned by the client after the end of the contract, the Platform Operator will initiate this process to their best effort. However, the Platform Operator does not guarantee any time for the release of a WhatsApp Business Account associated to a number owned by the client.
The Platform Operator shall notify the Client of any changes to these Terms & Conditions of business in writing or by e-mail. If the Client does not object to such other changes within 15 days after receipt of the notification, the changes shall be deemed to be agreed. The Client will be informed separately about the right to object and the legal consequences of silence in the event of changes to the Terms & Conditions.

§ 15 Confidentiality

Confidential information to be treated confidentially is information expressly designated as confidential by the contractual partner providing the information and such information whose confidentiality is clearly evident from the circumstances of the transfer. In particular, the Platform Operator shall treat the Client's data confidentially if they should gain knowledge of them.
No information to be treated as confidential is present if the contractual partner receiving the information proves that it
1. was known or generally accessible to them before the date of receipt;
2. was known or generally accessible to the public before the date of receipt;
3. became known or generally accessible to the public after the date of receipt without the contractual partner receiving the information being responsible for this;
4. has to be provided to the Platform Operator to comply with contractual obligations of Platform Operator.
The contractual partners shall maintain secrecy about all confidential information which they have come to know within the scope of this contractual relationship and shall only use this information for the other contractual partner's prior written consent vis-à-vis third parties - for whatever purpose. If an administrative body or a court under proceedings asks for confidential information, the contractual parties will contact each other and will cooperate to minimize possible adverse effects of such disclosure. The Client acknowledges that, where an administrative body or a court under proceedings requests the Platform Operator to disclose the name and address of the Client, the Platform Operator is obliged to comply and to provide such information about the Client within the scope of the request. The Client further acknowledges that where WhatsApp requires information or evidence regarding the compliance of transactions by or agreements with the Client with the WhatsApp Terms the Platform Operator is obliged to comply and to provide such information about the Client.
Public declarations of the contractual partners about cooperation are only made in advance and in mutual agreement.
The obligations pursuant to para. 3 shall also continue to exist beyond the end of the contract for an indefinite period of time, namely as long as the existence of an exception pursuant to para. 2 has not been proven.

§ 16 Final provisions

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all legal disputes is the registered office (Sitz) of the Platform Operator. In addition, the Platform Operator is also entitled to sue at the Client's general place of jurisdiction (Allgemeiner Gerichtsstand).
Should selected provisions of these Terms & Conditions be or become invalid and/or contradict the legal regulations, the validity of the remaining provisions of these Terms & Conditions shall not be affected. The invalid provision shall be replaced by the parties to the contract by mutual agreement by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes (Regelungslücken).