Terms & Conditions
of heilsberg lysis GmbH
1. Definitions
Provider: heilsberg lysis GmbH.
Customer: Legal entities within the meaning of Section 14 German Civil Code (BGB). Consumers are excluded.
Services: Consulting, implementation, SaaS/software including AI-powered assistants, and related support or operational services.
Software/SaaS: Applications provided by the Provider.
Contract Documents: Offer/order form, statement of work (SoW), data processing agreement (DPA), service level agreement (SLA), and these Terms & Conditions.
Confidential Information: All non-public information of a party.
Subcontractor/Subprocessor: Third parties engaged by the Provider for service delivery or data processing.
Beta Features: Pre-release or pilot features without feature freeze or warranties.
2. Scope
2.1 These Terms & Conditions apply exclusively to all legal transactions, services, and offers by the Provider to Customers within the meaning of Section 14 BGB. Any terms and conditions of the Customer do not become part of the contract, even if known.
2.2 General terms and conditions of the Customer are expressly excluded, even if the Provider does not expressly object to their inclusion.
2.3 B2B declaration: The Customer confirms that it is a business entity and does not use the services as a consumer within the meaning of Section 13 BGB. The Provider may request proof (e.g. VAT ID, company data).
2.4 Deviations and side agreements are only valid if confirmed in writing.
3. Contract Formation
3.1 Offers issued by the Provider are non-binding unless expressly designated as binding.
3.2 A contract is formed only after the Provider confirms it in writing or electronically.
3.3 For online registrations, the Customer confirms the B2B declaration and accepts the current Terms & Conditions.
3.4 The Provider reserves the right to conduct plausibility and KYC checks and to reject agreements for legitimate reasons.
3.5 Amendments, additions, and side agreements require written form.
4. Scope of Services
4.1 The Provider offers consulting and support services in digitalisation, artificial intelligence, and automation as well as the provision of software solutions (e.g. design, integration, configuration, training), in particular:
- AI Mail Assistant: Automated sorting, classification, summarisation, and forwarding of emails based on provided data, rules, and models
- AI Voice Assistant: 24/7 availability, call handling, forwarding, and capturing of requests or orders according to configuration (announcements, caller ID, transfer targets, and process logic provided by the Customer)
- Consulting and implementation services for automating business processes
4.2 Dependencies on third parties: Telephony services, email providers, cloud infrastructure, or other third-party providers may be required; their quality and availability are outside the Provider’s sphere of control.
4.3 AI limitations: AI systems deliver probabilistic results. Accuracy, completeness, or legality of classifications, transcripts, or routing is not guaranteed.
4.4 The Provider does not owe a specific economic outcome, including particular revenues, savings, or service levels.
4.5 Services may be provided on the basis of SaaS, licensing, or project-based agreements.
4.6 The Customer must provide all required cooperation (data, access, interfaces, contacts) in a timely and complete manner. Delays due to missing cooperation are borne exclusively by the Customer.
4.7 Onboarding/acceptance: Project deliverables are deemed accepted if the Customer does not report a material defect within ten business days after delivery. Partial acceptances are permitted.
5. Customer Obligations
The Customer
5.1 provides all data, access credentials, interfaces, contact persons, and test data in due time.
5.2 ensures lawfulness and quality of the data (legal bases under GDPR, no infringement of third-party rights).
5.3 is responsible for telecommunications compliance (e.g. consent and announcements for recordings, Section 201 German Criminal Code or local equivalents; compliance with unfair competition law for outbound campaigns; caller ID).
5.4 must not misuse the services (spam, unlawful content, harmful data, penetration or load testing without approval, circumventing security mechanisms).
5.5 protects credentials and enforces role-based access.
5.6 reviews AI results on a spot-check basis and establishes fallbacks (e.g. manual post-processing, escalation paths).
Delays or additional effort arising from inadequate cooperation are borne by the Customer.
6. Service Levels, Maintenance, Changes
6.1 Unless an SLA is agreed, industry-standard service objectives apply. Maintenance windows and planned changes are announced with reasonable notice.
6.2 Unplanned incidents (force majeure, carrier or cloud outages) do not give rise to claims; the Provider will inform the Customer to the best of its knowledge.
6.3 Product changes: The Provider may change or replace features if the core value is maintained; deprecated features will be phased out with adequate notice. Beta features may be withdrawn at any time.
7. Pricing, Billing, and Payment
7.1 Prices are net plus applicable VAT; usage-based components (e.g. minutes, API calls, storage) are billed according to actual usage.
7.2 Invoices are payable within 14 days from issuance.
7.3 If the Customer defaults on payment, the Provider may suspend services, disable access, and charge statutory default interest (Section 288 BGB).
7.4 For continuing obligations (e.g. subscriptions, SaaS) the Provider may adjust prices with six weeks’ notice; the Customer may object and terminate extraordinarily until the effective date, with previous pricing applying until then.
7.5 Taxes, duties, and regulatory fees (e.g. telecom levies) are borne by the Customer unless otherwise agreed.
8. Intellectual Property and Usage Rights
8.1 All intellectual property rights in software, AI models, concepts, deliverables, and other services remain with the Provider.
8.2 The Customer receives a non-exclusive, non-transferable, non-sublicensable license limited to internal business purposes as defined in the contract. Reverse engineering or decompilation is prohibited except where mandatory law permits it.
8.3 Use beyond the agreed purpose is prohibited.
8.4 The Provider may use Customer feedback free of charge, globally, and perpetually to improve products without disclosing Customer secrets.
8.5 The Provider reserves the right to reuse developed technologies, models, and methods for other clients, provided confidential information of the Customer is not disclosed.
9. Liability and Warranty
9.1 The Provider is liable for damages only in cases of intent or gross negligence.
9.2 In cases of simple negligence, the Provider is liable only for breaches of essential contractual duties and limited to foreseeable, typical damages.
9.3 Liability for indirect or consequential damages, lost profits, business interruptions, data loss, and damages resulting from erroneous AI decisions is excluded.
9.4 Strict liability, including for initial defects under Section 536a BGB, is excluded.
9.5 Warranty claims exist only if the services materially deviate from the agreed specification.
10. Data Protection, Security, and Confidentiality
10.1 The Provider processes personal data solely in accordance with applicable data protection laws (notably GDPR).
10.2 For SaaS services the Provider typically acts as a processor (Art. 28 GDPR) and the Customer as controller. A separate data processing agreement is mandatory; without it, no services are provided.
10.3 The Customer remains responsible for the lawfulness and quality of provided data. The Provider accepts no liability for their correctness, completeness, or legality.
10.4 Customer data is not used for generic AI training unless expressly agreed in writing. Metadata and telemetry may be processed in anonymised or aggregated form for quality, security, and capacity management.
10.5 The Provider implements appropriate technical and organisational measures (incl. access control, encryption, logging, permission concepts).
10.6 The Provider may engage subprocessors and maintains an up-to-date list. The Customer may object within ten days of notice. If an objection renders performance unreasonable, the Provider may terminate extraordinarily.
10.7 Processing occurs principally within the EU/EEA. Transfers to third countries take place only on the basis of appropriate safeguards (e.g. standard contractual clauses).
10.8 Production data is deleted within 30 to 90 days after contract end unless statutory retention periods apply. The Customer may request export in common formats against a reasonable fee.
10.9 Security incidents are reported to the Customer without undue delay, including known facts and remedial measures.
10.10 Both parties commit to strict confidentiality of trade secrets beyond the term of the contract.
11. Compliance and Legal Framework
11.1 The Customer ensures legally compliant call handling, forwarding, order intake, recordings, and announcements. Required consents and information duties must be fulfilled.
11.2 Both parties observe export control and sanctions regulations. The Provider may suspend services if substantial compliance risks arise.
11.3 In the context of AI regulation (e.g. EU AI-Act) the Customer classifies its use cases and complies with obligations for high-risk applications; the Provider offers reasonable technical support.
11.4 Services are not provided to consumers; statutory withdrawal rights do not apply.
12. Term and Termination
12.1 Unless otherwise agreed, contracts are concluded for an indefinite term.
12.2 Either party may terminate with three months’ notice to the end of a calendar quarter.
12.3 The Provider may terminate extraordinarily or without notice if the Customer defaults on more than one instalment, significant compliance risks or unlawful use exist, the Customer breaches material obligations, or insolvency proceedings are filed or opened.
13. Indemnities
13.1 The Customer indemnifies the Provider against third-party claims arising from unlawful or faulty Customer data, violations of telecom, data protection, or competition laws by the Customer, or use contrary to the contract or law.
13.2 IP indemnity: If a third party alleges that intended use of the Provider’s unmodified software infringes IP rights, the Provider will at its discretion (a) procure a licence, (b) modify the software, or (c) discontinue the affected function with a pro-rata refund for the remaining term, provided the Customer informs the Provider promptly, allows the Provider to control the defence, and cooperates reasonably.
13.3 Data return and deletion take place in accordance with Section 10.8; offboarding support is provided for an appropriate fee.
14. Confidentiality
Both parties shall keep all confidential information strictly confidential, use it solely for fulfilling the contract, and disclose it only on a need-to-know basis or where legally required. This obligation survives termination of the contract.
15. References and Non-Solicitation
15.1 The Provider may name the Customer as a reference (name/logo) in customary channels unless the Customer objects.
15.2 Both parties agree not to poach key project personnel of the other party during the contract term and for twelve months thereafter; general job postings are exempt.
16. Assignment and Subcontracting
16.1 The Provider may transfer rights and obligations to affiliated companies or in the context of M&A or asset deals.
16.2 The Customer may assign rights only with the Provider’s consent.
16.3 Subcontractors may be engaged; the Provider remains responsible for proper performance.
17. Force Majeure
Events beyond reasonable control (including natural disasters, strikes, network/cloud/carrier outages, and official orders) release the parties from their obligations for the duration and extent of the disruption.
18. Amendments
The Provider may amend these Terms & Conditions prospectively. Changes will be announced at least six weeks in advance. If the Customer does not object before the effective date, the amendments are deemed accepted. Upon objection, either party may terminate the contract as of the effective date.
19. Final Provisions
19.1 German law applies; the UN Convention on Contracts for the International Sale of Goods does not.
19.2 Place of performance and exclusive venue for all disputes is Saarbrücken.
19.3 Amendments and supplements to the contract must be in writing; this also applies to waivers of the written form requirement.
19.4 Should any provision be invalid, the validity of the remaining provisions remains unaffected. Invalid provisions are replaced by ones that most closely reflect the economic purpose.
19.5 The German version prevails.