Terms and Conditions

Level0 Software UG (haftungsbeschränkt)

§ 1 Scope of Application

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Level0 Software UG (haftungsbeschränkt), Konrad-Wolf-Str. 101, 13055 Berlin (hereinafter "Provider") and the Customer regarding the use of the Level0 platform (hereinafter "Service").

(2) The Service is exclusively directed at entrepreneurs within the meaning of § 14 BGB (German Civil Code). By using the Service, the Customer confirms that they are acting in the exercise of their commercial or independent professional activity. Consumers within the meaning of § 13 BGB are excluded from using the Service.

(3) Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if the Provider has expressly agreed to their applicability in writing.

§ 2 Subject Matter of the Contract

(1) The Provider makes available to the Customer an AI-powered service desk platform as Software-as-a-Service (SaaS). The Service comprises the provision of AI-based voice and chat agents, knowledge management, outcome scoring, and integration interfaces with ITSM systems.

(2) The precise scope of services is determined by the respective service description or individual offer.

(3) The Provider is entitled to further develop and improve the Service, provided that the contractually agreed core features are not materially impaired thereby. Material changes shall be communicated to the Customer with a notice period of at least 30 days. In the event of a material change that unreasonably disadvantages the Customer, the Customer shall have a special right of termination with 30 days' notice effective as of the date the change takes effect.

§ 3 Formation of Contract

(1) Offers made by the Provider are non-binding and without obligation, unless expressly designated as binding.

(2) The contract is concluded upon the Provider's written order confirmation or upon the provision of access to the Service.

§ 4 Usage Rights

(1) The Provider grants the Customer, for the duration of the contract, a non-exclusive, non-transferable, non-sublicensable right to use the Service within the scope of the agreed terms of use.

(2) The Customer may use the Service for the agreed number of users (employees of the Customer). Sharing access credentials with third parties is prohibited.

(3) All rights to the Service, including the underlying software, algorithms, and AI models, remain with the Provider. The Customer has no rights to the software beyond the usage rights specified in paragraph 1.

§ 5 Service Delivery and Availability

(1) The Provider delivers its services in accordance with the current state of the art.

(2) The Provider targets an availability of the Service of 99.5% on a monthly average (measured against the total time of the respective calendar month less scheduled maintenance windows). Excluded from this are scheduled maintenance periods, force majeure events, and disruptions beyond the Provider's sphere of influence.

(3) Scheduled maintenance shall be announced to the Customer with a notice period of at least 48 hours and shall, where possible, be carried out outside regular business hours.

(4) Detailed service level agreements (SLA) may be individually agreed and shall take precedence over the provisions of this section.

§ 6 Warranty

(1) The Provider warrants the contractually compliant provision of the Service in accordance with the service description. The Provider shall remedy reported defects within a reasonable period of time.

(2) The Customer shall report defects without undue delay after discovery in a comprehensible form (error description, reproducibility).

(3) The Customer's right to reduce the remuneration in the case of material defects that are not remedied within a reasonable period of time remains unaffected.

(4) Immaterial deviations of the Service from the service description do not constitute a defect.

§ 7 Customer Obligations

(1) The Customer is obligated to keep the access credentials for the Service confidential and to protect them from access by unauthorized third parties.

(2) The Customer shall ensure that the use of the Service complies with applicable laws. In particular, the Customer is responsible for informing its employees (end users) about the AI-based processing of their requests and for ensuring the required legal basis under data protection law.

(3) The Customer is obligated to inform the Provider without undue delay of any disruptions or security incidents.

(4) The Customer shall ensure that the Service is not used for performance monitoring or behavioral surveillance of employees unless this is in compliance with applicable employment law and, where applicable, a works council agreement.

(5) The Customer shall indemnify the Provider against all third-party claims arising from unlawful use of the Service by the Customer or by third parties acting with the Customer's approval. The Customer shall bear the reasonable costs incurred by the Provider for legal defense.

§ 8 Remuneration and Payment Terms

(1) Remuneration is governed by the respectively agreed price list or the individual offer.

(2) Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed.

(3) All prices are exclusive of the applicable statutory value-added tax.

(4) The Customer may only set off against claims of the Provider with undisputed or legally established counterclaims. The Customer may only exercise a right of retention on the basis of counterclaims arising from the same contractual relationship.

(5) In the event of default in payment, the Provider is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate (§ 288 para. 2 BGB). The right to claim further damages for default is reserved.

(6) The Provider is entitled to adjust the remuneration at the beginning of a new contract term. Price changes shall be communicated to the Customer in text form at least three months before the beginning of the new term. In the event of a price increase exceeding 5%, the Customer shall have a special right of termination effective at the end of the current contract period.

§ 9 Data Protection and Data Security

(1) The Provider processes personal data of the Customer exclusively in accordance with applicable data protection laws, in particular the GDPR.

(2) Insofar as the Provider processes personal data on behalf of the Customer, the parties shall enter into a data processing agreement (DPA) pursuant to Art. 28 GDPR. The DPA is an essential component of the contract.

(3) The Service is operated on servers within the European Union. The Provider implements appropriate technical and organizational measures (TOMs) to protect data in accordance with Art. 32 GDPR.

(4) The Provider does not use customer data to train AI models. Customer data is processed exclusively for the purpose of delivering the contractually agreed Service.

(5) The Provider shall inform the Customer without undue delay about the engagement of sub-processors. The Customer has the right to object to the engagement of new sub-processors.

§ 10 AI-Specific Provisions

(1) The Service uses AI technology for automated response to requests. AI-based responses constitute probabilistic results and may be erroneous. The Provider does not warrant the substantive accuracy, completeness, or suitability of individual AI-generated responses.

(2) The Service features a Confidence Gate mechanism: requests are only answered automatically when the AI achieves sufficient confidence. Below the threshold, escalation to human agents with full context takes place.

(3) The Provider ensures that the Service meets the technical requirements enabling the Customer to fulfill its transparency obligations under Art. 50 of the AI Act (EU) 2024/1689. In particular, the Service ensures that end users are informed that they are interacting with an AI system.

(4) The Outcome Scoring included in the Service evaluates the quality of AI interactions, not the performance of individual employees. Misuse for individual employee monitoring or evaluation is prohibited unless expressly agreed otherwise and permissible under employment law.

§ 11 Liability

(1) The Provider shall be liable without limitation for damages arising from injury to life, body, or health, as well as for intentional misconduct and gross negligence.

(2) In cases of slight negligence, the Provider shall only be liable for breach of material contractual obligations (cardinal obligations). In such cases, liability shall be limited to the foreseeable, contract-typical damage.

(3) In cases of slight negligence in connection with erroneous AI-generated responses, the Provider shall only be liable for breach of material contractual obligations, limited to the foreseeable, contract-typical damage. The Provider shall not be liable for damages resulting from the Customer's implementation of AI-generated responses without adequate independent review.

(4) The Provider's aggregate liability for all claims for damages arising from or in connection with the contract — except in cases under paragraph 1 — shall be limited in amount to the remuneration paid by the Customer in the 12 months preceding the event giving rise to the damage.

(5) Liability under the German Product Liability Act remains unaffected.

§ 12 Contract Term and Termination

(1) The contract term is determined by the respective offer. Unless otherwise agreed, the minimum contract term shall be 12 months.

(2) The contract shall automatically renew for the same period unless terminated with three months' notice prior to the end of the respective term.

(3) The right to extraordinary termination for cause remains unaffected.

(4) Terminations must be made in text form (email shall suffice).

§ 13 Data Migration and Provider Switching

(1) The Customer has the right to export its data stored in the Service at any time in a common, machine-readable format.

(2) After termination of the contract, the Provider shall make the Customer's data available for retrieval for a period of 30 days. The export shall be provided in a documented standard format.

(3) The Provider shall, upon request, assist the Customer with migration to another provider within its technical capabilities. As of January 12, 2027, no separate fees shall be charged for assistance with provider switching (Art. 29 para. 1 Regulation (EU) 2023/2854 — Data Act).

(4) Exportable data categories include: ticket data, chat transcripts, voice transcripts, knowledge base content, and configuration data.

§ 14 Data Deletion After Contract Termination

(1) After expiry of the retrieval period pursuant to § 13 para. 2, the Provider shall irrevocably delete all personal data of the Customer, unless a statutory retention obligation exists.

(2) The Customer may choose to request either the return or the deletion of its data (Art. 28 para. 3 lit. g GDPR). The Provider shall confirm complete deletion in writing upon request.

(3) Backups containing personal data of the Customer shall be purged no later than 30 days after deletion of the primary data.

§ 15 Confidentiality

The parties undertake to treat all confidential information of the respective other party obtained in the course of contract initiation and performance as confidential and to use such information solely for the purposes of the contract. This obligation shall survive the termination of the contract.

§ 16 Force Majeure

Neither party shall be liable for non-performance or delayed performance of its obligations to the extent that such non-performance or delay is attributable to circumstances of force majeure beyond its reasonable control. Such circumstances include, in particular, natural disasters, pandemics, war, terrorism, governmental orders, failures of telecommunications networks, or cyberattacks. The affected party shall inform the other party without undue delay.

§ 17 Final Provisions

(1) The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the Provider, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

(3) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid or unenforceable provision with a valid provision that most closely approximates the economic purpose of the invalid provision.

As of: March 2026