SaaS Agreement - SalesFrank

General

SaaS Contract.

This SaaS Agreement is entered into between Another Side Ventures FZ-LLC, hereinafter referred to as “SalesFrank”, and governs the provision of an AI voice agent for interaction with humans (the “Service”) in Software-as-a-Service (SaaS) form, as well as related services provided by SalesFrank.

SalesFrank Service.

SalesFrank provides the client with the SalesFrank platform. SalesFrank is a service for interacting with people via an AI-powered voice assistant. Among other things, it enables companies to create personalized voice assistants within minutes, handle incoming calls, schedule appointments, qualify leads, and generate call transcripts.

SaaS - Software-as-a-Service.

The SalesFrank service is operated in the form of a Software-as-a-Service (SaaS) model. SalesFrank provides the client with the server-side infrastructure required to operate the service. The client is responsible for providing and maintaining the necessary client-side infrastructure.

Validity

Contractual Basis

SalesFrank concludes contracts and provides services exclusively on the basis of the written offers issued by SalesFrank, as well as the version of the service descriptions included in the offer (e.g. individual documents or general product descriptions), the applicable price lists, and this SaaS Agreement, each as valid at the time of contract conclusion.

Unless they are expressly project-specific (e.g. individual documents), the service descriptions, price lists, and this SaaS Agreement apply to all legal relationships between SalesFrank and the client and shall automatically form the basis for all future contracts concluded between SalesFrank and the respective client in their most current version, even if these documents are no longer expressly referenced in subsequent agreements.

Future Changes

SalesFrank may amend the service descriptions, price lists, and this SaaS Agreement from time to time. Any such changes shall be communicated to the client in writing and shall be deemed accepted unless the client objects in writing within two (2) weeks of receipt.

From the effective date of the amended version, the changes shall also apply to all ongoing contracts between SalesFrank and the client.

Supplementary Agreements

Any supplementary agreements, whether concluded prior to or during the term of the contract, must be made in writing to be valid. This also applies to any waiver or modification of the written form requirement itself.

Contract Components Provided by the Client

Specifications or requirements provided by the client regarding the content of the services shall only become part of the contract - regardless of SalesFrank’s knowledge thereof - if they are explicitly incorporated into SalesFrank’s offer or otherwise expressly accepted by SalesFrank, for example by specific reference to such specifications.

Legal provisions originating from the client, including but not limited to general terms and conditions or contractual clauses, shall only become effective if they are explicitly accepted by SalesFrank in writing, with an express reference to such legal texts (e.g. “Terms and Conditions accepted”).

In all other cases, SalesFrank expressly rejects the inclusion of any legally binding terms provided by the client.

The mere acceptance of specifications relating to the content of the client’s services shall not constitute acceptance of the client’s legal terms, even if such specifications contain legally binding language (e.g. “our terms and conditions apply”).

Order of Precedence

In the event of any inconsistency between the offer, service descriptions (whether project-specific or general), price lists, and this SaaS Agreement, these documents shall apply in the order listed. More specific contractual components shall take precedence over more general ones.

In the event of any conflict between contractual elements of SalesFrank and those of the client, SalesFrank’s contractual elements shall prevail in all cases.

Severability

If any provision of this Agreement is or becomes invalid or unenforceable, such provision shall be replaced by a valid and enforceable provision that most closely reflects the economic intent and purpose of the original provision. The validity of the remaining provisions shall remain unaffected.

Conclusion of Contract

Offer by SalesFrank

Offers made by SalesFrank to the client - whether in the form of an individual offer or a non-individualized offer such as an order form, catalog, app store listing, website, or webshop - are subject to change and non-binding, unless expressly stated otherwise in writing.

Offer by the Client

If the client submits an order based on an offer or submits an order without a prior offer from SalesFrank (for example, additional orders within an ongoing business relationship), the client shall be bound by such order for a period of two (2) weeks from its receipt by SalesFrank.

Acceptance by SalesFrank

A contract shall only be concluded upon explicit acceptance of the client’s order by SalesFrank.

Acceptance shall generally be made in writing, for example by an order confirmation, unless SalesFrank clearly indicates acceptance by commencing performance of the services in a manner recognizable to the client.

A mere confirmation of receipt of an order shall not constitute acceptance.

Receipt of Declarations

If electronic means of communication or an electronic order management system accessible to both parties is used for submitting and accepting offers, declarations submitted on business days (Monday to Friday) between 8:00 a.m. and 4:00 p.m. (CET) shall be deemed received on the same day.

Declarations submitted outside these times shall be deemed received on the next business day at 8:00 a.m. (CET).

Information Obligations

To the extent permitted by applicable law, mandatory pre-contractual information obligations are waived for contracts concluded between SalesFrank and business customers.

Scope of Services, Data Processing and Obligations of the Client to Cooperate

Place of Performance

The place of performance shall be the registered office of SalesFrank.

Scope of Services

The scope of the services to be provided by SalesFrank is defined exclusively by the written service description issued by SalesFrank, based on all applicable contractual components.

Information from other sources (e.g. presentation materials, websites, marketing documents, or catalogs) that is not expressly included in the offer shall not form part of the service description.

The client is responsible for reviewing the service description for accuracy, completeness, and compliance with its requirements.

Any changes to the service description after the order has been placed shall require mutual written agreement and may result in adjustments to prices, deadlines, or delivery dates.

Professional Performance

Unless otherwise expressly stated in the written service description, SalesFrank shall perform the services professionally and in accordance with the offer as valid at the time of conclusion of the contract.

Where multiple technically and professionally appropriate methods of performance exist, SalesFrank shall retain reasonable discretion in determining the method of execution.

Interchangeable Services

Provided this does not materially affect the objectives of the contract, SalesFrank may deviate from the service description and replace individual services with functionally equivalent services.

Third-Party Services and Products

SalesFrank may perform the services itself or use third-party components, interfaces, data, rights, services, or products (“Third-Party Services/Products”) in the provision of the services.

If the services include specifically agreed third-party components or services, SalesFrank’s contractual obligation shall be limited to the professional commissioning, coordination, and integration of such Third-Party Services/Products, and shall not include responsibility for their technical or legal performance.

Agreed third-party service providers or products may include, in particular:

• Hetzner Online GmbH
• Twilio Ireland Limited

Integration of Client or Third-Party Components

If the client integrates or processes its own or third-party components, interfaces, data, rights, or services within the scope of hosting provided by SalesFrank, SalesFrank shall act solely as a hosting provider with respect to such elements.

Divisible Services

If services are divisible, SalesFrank shall be entitled to provide partial services or partial deliveries.

Dates and Deadlines

Dates and deadlines stated by SalesFrank shall be non-binding unless expressly designated as binding in writing.

Contract Term and Termination

Contracts of indefinite duration may be terminated at any time, subject to compliance with any agreed minimum term.

Upon termination or expiration of the contractual relationship, SalesFrank shall immediately disable the client’s access to the SalesFrank platform and related services.

Termination for Good Cause

SalesFrank may terminate the contractual relationship with immediate effect for good cause. Good cause shall include, in particular:

• Violations of contractual provisions, guidelines, or instructions issued by SalesFrank
• Transfer of the SalesFrank service or access credentials to unauthorized third parties
• Unlawful, illegal, or unauthorized use of the service or underlying infrastructure
• Actions causing disruptions to the service or infrastructure
• Misconduct toward employees or representatives of SalesFrank

Unforeseeable or Unavoidable Events

Unforeseeable or unavoidable events - including delayed or inadequate cooperation by the client or delays caused by SalesFrank’s subcontractors that are beyond SalesFrank’s control - shall extend deadlines and postpone dates by the duration of such events plus reasonable organizational recovery time. SalesFrank shall notify the client in writing.

Client’s Obligations to Cooperate

The client shall provide SalesFrank, without undue delay and without request, with all information and cooperation necessary for the proper performance of the services, in a form suitable for further processing.

This includes, in particular:

• Appointment of a qualified contact person
• Provision of documents, materials, access credentials, and technical information
• Coordination of project details
• Review and approval of partial and final services

The client shall verify the accuracy, legality, and suitability of all information and materials provided.

The client must comply with all technical and system requirements necessary to use the SalesFrank platform.

The client shall be liable for all damages and additional expenses incurred by SalesFrank due to defective, delayed, or omitted cooperation. In such cases, SalesFrank may suspend performance, reprioritize other work, and resume services only after proper cooperation has been fulfilled, with all deadlines extended accordingly.

If third-party claims are asserted against SalesFrank due to legal violations arising from client-provided data or materials, the client shall fully indemnify and hold SalesFrank harmless, including reasonable legal defense costs.

If SalesFrank receives notice that client-provided data infringes third-party intellectual property rights, SalesFrank may immediately suspend the affected services and take appropriate protective measures.

Scope of SalesFrank’s Review Obligations

SalesFrank shall ensure that its services are not unlawful in themselves.

SalesFrank is not obligated to conduct legal reviews regarding third-party rights or compliance arising from the client’s intended use of the services.

Client’s Legal Review Obligations

The client shall independently ensure - either directly or through qualified legal advisors - that the services comply with all applicable legal requirements, including but not limited to administrative, criminal, competition, trademark, copyright, personality, and data protection laws.

Rights to the Services

All rights to the services shall remain with SalesFrank or its licensors. Upon full payment, the client shall receive a non-exclusive, non-transferable right to use the services solely for internal business purposes, unless otherwise agreed.

Individually developed modules or extensions related to the SalesFrank platform shall be licensed to the client on a non-exclusive basis for the duration of the contract.

Third-Party Rights and Open Source

The client acknowledges that SalesFrank’s services may incorporate third-party works subject to separate license terms, which the client must comply with.

Where open-source licenses require derivative works to be published as open source, SalesFrank shall be entitled to do so.

Right to End Product

The client is entitled solely to use the service as an end product and shall have no right to underlying materials, intermediate results, or development tools, unless expressly agreed.

Monitoring and Compliance

SalesFrank may monitor compliance with usage rights through technical measures. Any collected data shall be used exclusively for compliance purposes, kept confidential, and deleted promptly after verification.

Reference Rights

SalesFrank may reference the client relationship and use the client’s name, logo, and project description as a reference, unless the client revokes this right in writing. No compensation shall be owed for such use.

Service Level

Standard Service Level

This Service Level Agreement defines the standard service level provided by SalesFrank. Unless additional service, maintenance, or support services have been expressly agreed in writing, such services are not owed.

Training and Consulting

This Service Level Agreement does not include training services, including but not limited to extended or recurring explanations due to knowledge gaps on the part of the client, nor does it include individual consulting services.

Such training or consulting services may be ordered separately from SalesFrank for an additional fee.

Third-Party Applications and Products

SalesFrank does not provide support or consulting services for third-party applications or products, including but not limited to integrated third-party services, unless expressly agreed in writing.

Communication and Support

Help Pages and Documentation

SalesFrank provides answers to frequently asked questions and guidance on the use of the SalesFrank platform via its online help pages and documentation, available at **https://www.salesfrank.com/help**.

The client is required to make primary use of this support channel, in particular for questions relating to functionality, configuration, usage instructions, and general operation of the service.

Communication

Communication with SalesFrank shall take place exclusively in writing via email at info@salesfrank.com, unless expressly agreed otherwise.

Service Hours

SalesFrank’s service hours are Monday to Thursday from 8:00 a.m. to 5:00 p.m. (CET) and Fridays from 8:00 a.m. to 12:00 p.m. (CET), excluding generally recognized public holidays.

Languages

Communication with SalesFrank may be conducted in English or German.

Maintenance

Maintenance Intervals

Maintenance intervals are required for scheduled and unscheduled maintenance work on the systems operated by SalesFrank and its suppliers. Such maintenance is necessary to ensure ongoing operation, system security, and to implement updates or improvements.

Updates and improvements are not performed at fixed or regular maintenance windows. Where possible, maintenance activities that require a temporary interruption of the service shall be carried out at times that minimize impact on clients.

Information and Execution

SalesFrank shall inform the client as early as reasonably possible of planned maintenance activities that may result in a service interruption, including the expected duration and timing of such interruption.

Maintenance and update activities that do not require service interruption may be carried out at any time, as they do not affect the availability or usability of the service.

Extraordinary Maintenance

In urgent or emergency situations - including but not limited to troubleshooting, security incidents, or prevention of imminent threats - SalesFrank may perform maintenance or deployment measures without prior notice to the client.

Further Development and Updates

Further Development

The SalesFrank service and the underlying technical infrastructure are subject to continuous technical and functional development.

SalesFrank reserves the right to introduce new features, formats, and content, as well as to modify or discontinue existing features, formats, or content. SalesFrank shall inform the client as early as reasonably possible of any material changes to or discontinuations of the service offering.

Individual customizations for specific clients may be implemented subject to prior agreement and approval by SalesFrank, provided that the client bears all associated development and additional infrastructure costs.

If suggestions, ideas, or feedback provided by the client are implemented as part of the further development of the SalesFrank service, the client shall grant SalesFrank a non-exclusive, worldwide, perpetual, and royalty-free right to use, modify, commercialize, and make such developments available to all SalesFrank clients.

Updates and Upgrades

If SalesFrank enhances existing modules with new or modified functionality or develops new modules, SalesFrank may, at its discretion, offer such modules as free features or as paid add-ons.

System Requirements

As part of ongoing development and the introduction of new features or modules, technical or system requirements for using the SalesFrank service may change.

The client may request information regarding current system requirements by contacting info@salesfrank.com.

Troubleshooting and Reporting

Error Classes

The parties agree on the following error classifications for the categorization of faults and system errors relating to the SalesFrank service:

Class 1

Use of the SalesFrank service is not possible or is unreasonably restricted. The error has a severe impact on essential functionality and/or the security of the service, and continued use is not possible.

Class 2

The intended use of the SalesFrank service is significantly restricted. The error has a substantial impact on functionality and/or security but still allows continued use of the service.

Class 3

The intended use of the SalesFrank service is slightly restricted. The error has a minor impact on functionality and/or security and allows continued use with limited restrictions.

Class 4

The intended use of the SalesFrank service is not restricted. The error has no or only negligible impact on functionality and/or security, and the service remains fully usable.

Error Reporting

If the client detects faulty behavior, the client shall notify SalesFrank without undue delay via info@salesfrank.com.

The error report shall include, where reasonably possible:

• A description of the issue
• Operating system and version
• Device model
• Date and time of occurrence
• Affected components
• Relevant surrounding conditions
• Estimated business or economic impact
• Screenshots and/or video recordings, if available

Response and Rectification Times

The following response times until the start of fault rectification or damage mitigation shall be deemed reasonable:

• Class 1: within 24 hours
• Class 2: within 72 hours
• Class 3: within 4 weeks
• Class 4: within 8 weeks

These time periods refer to SalesFrank’s service hours as applicable at the time of contract conclusion or as later amended by mutual agreement.

Fault rectification or damage mitigation shall be carried out using resources appropriate to the severity of the error and shall be continued without unreasonable interruption until completion.

Reliability

Guaranteed Uptime

To the extent that SalesFrank’s services include the hosting of applications, SalesFrank shall provide an annual availability of 99%, calculated on a calendar-year basis.

Permissible Unavailability

The following periods shall be considered permissible unavailability and shall not count toward downtime:

• Periods of unavailability due to scheduled maintenance, and
• Periods of unavailability caused by circumstances beyond SalesFrank’s reasonable control.

Scheduled maintenance is defined as the longest planned maintenance window in any calendar month, provided that the client has been informed at least five (5) days in advance. Any additional maintenance windows shall be considered downtime.

Circumstances beyond SalesFrank’s reasonable control include, but are not limited to: force majeure events, governmental actions, natural disasters (including floods, fires, or earthquakes), civil unrest, acts of terrorism, strikes or other labor disputes, cyberattacks, and failures or delays of telecommunications networks, internet service providers, data centers, or power supply systems not operated or controlled by SalesFrank.

Actual Uptime

Actual uptime shall be calculated as the total time within the relevant period minus permissible unavailability.

Shortfalls and Service Credits

If the actual uptime falls below the guaranteed uptime level, the client may request a service credit equal to twice the percentage of the actual shortfall.

The service credit shall be applied as a deduction from the monthly base fee and shall constitute the client’s sole and exclusive remedy for failure to meet the uptime commitment.

Infrastructure Monitoring

Monitoring

SalesFrank operates its own infrastructure monitoring systems to supervise the availability, performance, and security of its services.

These monitoring systems generate automated notifications on a 24/7 basis to SalesFrank administrators in the event of critical infrastructure alerts. SalesFrank shall use commercially reasonable efforts to remedy detected disruptions without undue delay.

Additional Security Measures

To protect its systems and stored data against unauthorized access, misuse, or loss, SalesFrank implements appropriate technical and organizational security measures in line with industry standards.

Information regarding such security measures may be provided to the client upon reasonable request, subject to confidentiality obligations.

Data Processing

GDPR

This Data Processing Agreement governs the processing of personal data by SalesFrank on behalf of the client in accordance with the General Data Protection Regulation (GDPR).

SalesFrank acts as a processor within the meaning of the GDPR and processes personal data solely on the documented instructions of the client, unless otherwise required by applicable law.

Nature, Purpose, Subject Matter and Legal Basis of Data Processing

The services provided by SalesFrank are defined in the respective contracts or in the offers submitted by SalesFrank to the client.

In the course of providing its services, the client provides SalesFrank with the personal data required for service provision, in a manner appropriate to the respective use case. This may occur, for example, via electronic or physical means, through discussions or analyses, in the performance of other contractually agreed activities, verbally, or through the use of service tools.

The processing of personal data may include, in particular, collection, organization, structuring, storage, adaptation or modification, retrieval, consultation, use, disclosure by transmission, alignment, restriction, deletion, combination, copying, masking, linking, analysis, reading, receipt, transmission, and updating, insofar as such processing is necessary for the provision of the agreed services.

The purpose of the processing is exclusively the provision of the contractually agreed services to the client.

The legal basis for processing is the client’s documented instructions and the applicable provisions of the GDPR.

Categories of Personal Data and Data Subjects

Within the scope of the agreed services, the personal data required to provide the services may be processed. This may include, in particular:

• Audio and voice data, including verbally transmitted personal data
• Metadata
• Contact data
• Data relating to service quality and performance

The client acknowledges that SalesFrank has no control over the specific categories of personal data processed within the scope of service provision. This applies in particular to the possible transmission of special categories of personal data within the meaning of Article 9 GDPR, which may occur depending on how the client uses the services.

In principle, the processing covers all categories of data subjects necessary for the provision of the agreed services. This includes, in particular:

• Existing or potential customers, prospects, or contacts of the client

Due to the nature of the services, the client acknowledges that SalesFrank is generally unable to independently verify or maintain the categories of data subjects processed. The client therefore undertakes to inform SalesFrank without undue delay of any changes to the relevant categories of data subjects.

SalesFrank shall process personal data relating to all listed data subjects strictly in accordance with the agreed services and the client’s instructions.

If changes to the categories of data subjects require adjustments to the agreed processing activities, the client shall provide additional documented instructions to SalesFrank accordingly.

Conditions of Data Processing

SalesFrank undertakes to comply with all applicable provisions of the GDPR throughout the entire provision of the services.

SalesFrank shall process personal data exclusively on the documented instructions of the client, as set out in the contract or this Data Processing Agreement. Any deviation from such instructions shall require the prior written consent of the client, unless SalesFrank is required to do so by applicable law.

SalesFrank processes personal data in accordance with the principle of data minimization pursuant to Article 5(1)(c) GDPR and only to the extent necessary to provide the agreed services.

Access to the client’s personal data shall be granted solely to persons who require such access on the basis of contractual or legal obligations.

All persons acting on behalf of SalesFrank who have access to the client’s personal data are subject to a confidentiality obligation. This obligation shall continue to apply after the termination of their engagement with SalesFrank.

SalesFrank shall implement and maintain appropriate technical and organizational measures to ensure the availability, confidentiality, and integrity of personal data for authorized persons.

Information regarding the implemented measures may be requested from info@salesfrank.com. The disclosed measures represent a minimum standard and may be expanded by SalesFrank in accordance with technological progress and industry best practices.

SalesFrank shall support the client in fulfilling its obligations under the GDPR, in particular with respect to the rights of data subjects.

Unless prohibited by law, SalesFrank shall inform the client without undue delay if it receives any request, complaint, inquiry, or notification from a data subject, a supervisory authority, or another third party, insofar as such request relates directly or indirectly to the processing of personal data under this agreement.

SalesFrank shall assist the client in complying with its obligations under Article 32 GDPR (security of processing) and Article 36 GDPR (prior consultation with supervisory authorities).

SalesFrank shall notify the client without undue delay and no later than within 24 hours after becoming aware of any unlawful use of personal data or any personal data breach that may result in a risk to the rights and freedoms of data subjects. SalesFrank shall provide the client with all information reasonably required to enable the client to meet its notification obligations under applicable data protection laws.

In connection with the commissioned data processing, SalesFrank shall support the client - to the extent required by law - in maintaining records of processing activities, conducting data protection impact assessments, and carrying out prior consultations with supervisory authorities pursuant to Article 36 GDPR.

SalesFrank shall also maintain its own records of processing activities and, where legally required, conduct data protection impact assessments and appoint a data protection officer.

Any transfer of personal data by SalesFrank to a third country or an international organization shall be carried out in accordance with applicable Union or national law and shall, in particular, comply with the requirements of the GDPR.

Sub-Processors

Depending on the contractually agreed services, SalesFrank may engage sub-processors to carry out specific processing activities on its behalf.

The engagement of sub-processors may result in the transfer of personal data to third countries. SalesFrank shall ensure that any such transfers are carried out in compliance with the GDPR.

The client is responsible for assessing whether the transfer of personal data to third countries pursuant to Articles 44-49 GDPR is permissible in the context of the client’s specific use of the SalesFrank services.

A list of sub-processors approved upon conclusion of the agreement is set out in Appendix 1.

SalesFrank shall conclude a data processing agreement pursuant to Article 28(4) GDPR with each sub-processor. Such agreement shall impose data protection obligations on the sub-processor that are no less protective than those agreed between the client and SalesFrank under this Data Processing Agreement. Sub-processors may process personal data solely for the purpose of providing the contractually agreed services.

SalesFrank shall regularly review whether its sub-processors comply with their data protection obligations. If SalesFrank becomes aware that a sub-processor is not fulfilling or is inadequately fulfilling its obligations, SalesFrank shall inform the client without undue delay.

Changes to Sub-Processors

SalesFrank shall inform the client of any intended changes to the list of sub-processors by email to the email address designated by the client. If no such address has been provided, SalesFrank shall use the email address of the client’s primary contractual contact or, if unavailable, the general contact email published by the client.

The client may object in writing (email suffices) to the proposed change within fourteen (14) calendar days of notification. If no objection is raised within this period, the sub-processor shall be deemed approved.

In the event of an objection, the parties shall cooperate in good faith to resolve the issue. If no resolution can be reached, both parties shall be entitled to an extraordinary right of termination of the main agreement.

Audit and Compliance

SalesFrank shall allow the client or its designated representatives to conduct audits or inspections to verify compliance with this Data Processing Agreement, subject to reasonable advance notice and provided that such audits do not unreasonably interfere with SalesFrank’s operations.

The client acknowledges that audits of sub-processors must be coordinated directly with the respective sub-processor and that SalesFrank has no control over the audit conditions imposed by such sub-processors.

SalesFrank shall provide the client with all information reasonably necessary to demonstrate compliance with the GDPR and shall cooperate with the client accordingly.

Term and Termination of Data Processing

This Data Processing Agreement shall remain in effect for the duration of the data processing activities and shall terminate upon completion of the service provision or as otherwise agreed by the parties.

Upon termination of this Data Processing Agreement - or at any earlier time upon the client’s request - SalesFrank shall, at the client’s discretion, either:

• Delete all personal data processed on behalf of the client (including copies), or
• Return all personal data to the client,

unless retention is required by applicable law or contractual obligations.

Until deletion or return of the data, SalesFrank shall continue to comply with the provisions of this agreement.

If the client does not provide instructions regarding deletion or return, SalesFrank shall delete the data six (6) months after termination, subject to any legal or contractual retention obligations.

SalesFrank shall ensure that all engaged sub-processors likewise delete or return the personal data in accordance with these provisions.

Data Protection Information Relating to this Agreement

Data Processed Under This Agreement

Within the scope of providing the SalesFrank service, including license management, service operation, and product optimization (development of new features and improvement of existing services), SalesFrank processes personal data of the client and its employees. This may include usage data, system statistics, device, computer, and network information, processed in accordance with Article 6(1)(b) GDPR (performance of a contract).

In addition, personal data of the client may be processed for the purpose of fulfilling legal obligations, in accordance with Article 6(1)(c) GDPR (e.g. billing, accounting, compliance obligations).

SalesFrank may further process the client’s personal data for the purpose of documenting and managing the business relationship, based on Article 6(1)(f) GDPR (legitimate interest).

Mandatory Provision of Data and Consequences of Non-Provision

There is no statutory obligation for the client to provide personal data. However, if the client does not provide the personal data required for the performance of the contract, SalesFrank may be unable to submit an offer or conclude or perform the contract.

Storage Period

Personal data of the client shall be stored for as long as necessary to fulfil contractual obligations and applicable legal retention requirements.

In addition, personal data may be retained for up to ten (10) years after completion of the contractual relationship for purposes of documentation, product development, and compliance with legal obligations, unless a longer retention period is required by law.

If no contract is concluded between SalesFrank and the client, personal data shall generally be retained for up to twelve (12) months for the purpose of documenting pre-contractual communications and the business relationship.

Disclosure of Data

All personal data is subject to contractual and statutory confidentiality obligations and applicable data protection laws.

Personal data may be disclosed to typical business recipients such as banks, payment providers, tax advisors, auditors, legal advisors, or authorities, where required by law or necessary for contract performance.

Any further disclosure of personal data shall take place only on a legal basis or with the client’s consent.

International Data Processing

Where reasonably possible, SalesFrank processes personal data within the European Union.

Personal data shall be transferred to third countries only if:

• such transfer is necessary for the performance of the contract with the client or for pre-contractual measures at the client’s request (Article 49(1)(b) GDPR), or
• the client has been informed of the potential risks and has provided explicit consent in accordance with Article 49(1)(a) GDPR, or
• another valid transfer mechanism under the GDPR applies.

Right to Object

The client has the right to object at any time to the processing of personal data based on Article 6(1)(f) GDPR.

In the event of a valid objection, the affected personal data shall no longer be processed for the relevant purpose, in particular direct marketing, if applicable.

Rights of Data Subjects

The client and affected data subjects have the right to:

• Access their personal data
• Rectification of inaccurate data
• Erasure of personal data
• Restriction of processing
• Data portability
• Lodge a complaint with a competent data protection supervisory authority

Duties of Loyalty and Non-Solicitation

Duties of Loyalty

The contracting parties undertake to respect and promote the reputation of the other party and, in particular, to refrain from making disparaging or damaging statements about the other party to third parties.

This obligation shall continue after termination of the contractual relationship.

Trade Secrets

A trade secret is information that:

• is secret in the sense that it is not generally known or readily accessible, either as a whole or in the precise configuration of its components,
• has commercial value because it is secret, and
• is subject to reasonable confidentiality measures by the party lawfully controlling such information.

Trade secrets include, in particular, SalesFrank’s business concepts, strategies, and their implementation, the content and subject matter of contracts between the parties, and - where applicable to the SalesFrank services - their architecture, source code, technical, developer and administrative documentation, security-related information, and any other data from which the functionality of the software or essential parts thereof can be derived.

The client shall protect all trade secrets using appropriate technical and organizational measures and shall prevent their unauthorized acquisition, use, or disclosure.

Use of trade secrets by the client is permitted only to the extent expressly agreed.

Non-Solicitation

The client undertakes not to solicit or employ any employees, contractors, or key personnel of SalesFrank during the term of the contract and for a period of three (3) years after termination of the contractual relationship.

In the event of a breach, the client shall pay a contractual penalty equal to the gross annual remuneration of the solicited individual. The right to claim further damages remains unaffected.

Remuneration

Prices

All prices are stated in euros, exclusive of applicable taxes, unless expressly agreed otherwise in writing.

Billing and Payment

Services are generally provided only after full payment has been received, unless otherwise agreed.

Flat-Rate Billing

Where flat-rate billing applies, the agreed fee covers all services necessary for the provision of the agreed scope of services.

Excluded are costs arising from unforeseeable events, additional effort caused by non-contractual cooperation by the client, or hidden defects in client-provided materials or information.

Billing Based on Actual Expenditure

Where billing is based on actual expenditure, invoicing shall reflect the actual time and resources used.

Billing based on actual expenditure applies in particular where effort is stated as approximate, estimated, or indicative.

Hourly Pools

If an hourly pool is agreed for a defined period, it serves to ensure minimum availability of SalesFrank during that period.

Unused hours expire at the end of the agreed period and do not carry over or entitle the client to any refund or price reduction.

If the agreed hourly quota is insufficient, SalesFrank shall notify the client without undue delay. Exceeding the quota requires the client’s consent, unless urgent measures are necessary to prevent imminent damage and consent cannot reasonably be obtained in time.

Additional Services

Any services not expressly included in the agreed fee, including services agreed at a later stage, shall be remunerated separately.

Partial Services

SalesFrank is entitled to invoice partial services.

Each individual item listed in the service description shall be deemed a partial service unless expressly stated otherwise.

Advance Payments

SalesFrank may require advance payments in particular in the following cases:

• onboarding of new clients,
• invoicing of agreed third-party services,
• apparent financial risk or previous payment defaults,
• justified concerns regarding the client’s willingness or ability to pay.

Credits for Availability Shortfalls

Any claim for service credits due to failure to meet guaranteed availability must be submitted within sixty (60) days after the client becomes aware of the shortfall, via the designated support contact.

The client must declare that the credit shall be offset against the next invoice. Any other use of the credit is excluded.

Price Adjustments

For contracts of indefinite duration or with automatic renewal, SalesFrank may implement an appropriate annual price adjustment, taking into account general cost developments.

SalesFrank may also adjust prices after contract conclusion if external service costs increase by more than three percent (3%) and such increase is beyond SalesFrank’s reasonable control. SalesFrank shall provide reasonable evidence of such cost increases upon request.

Unjustified Withdrawal

If the client withdraws from an order in whole or in part without material breach, gross negligence, or willful misconduct by SalesFrank, SalesFrank shall remain entitled to the full agreed remuneration, offset only by expenses not yet incurred.

The same shall apply if SalesFrank terminates the contract for good cause attributable to the client.

Payment

Due Date

Invoices issued by SalesFrank are due immediately from the invoice date, without any deductions, unless expressly agreed otherwise.

Services are generally provided only after full payment has been received.

Payability

Invoices are payable within seven (7) days of receipt, unless otherwise stated.

Payability for Online Transactions

For online transactions, invoices are payable immediately upon placement of the order.

Payment Methods

Payment shall be made by bank transfer to the bank account specified by SalesFrank. Cash payments are not accepted.

The client may also use other payment methods offered by SalesFrank. In such cases, the amount shall be debited at the time the payment is initiated by the client.

Agreed Third-Party Services

SalesFrank is entitled, at its discretion, to commission agreed third-party services either in its own name or in the name of the client, and either for its own account or for the account of the client.

Where SalesFrank concludes contracts in its own name and/or for its own account, this shall be done exclusively in the interest of the client for the purpose of simplified contractual and payment processing.

Retention of Title

Until full payment of all outstanding amounts has been made, any goods delivered by SalesFrank shall remain the property of SalesFrank.

In the event of default, SalesFrank is entitled to assert its rights arising from the retention of title, including the right to reclaim the goods. The assertion of retention of title shall not constitute withdrawal from the contract, unless expressly declared by SalesFrank.

If the client resells such goods, the client hereby assigns its claims against the buyer to SalesFrank by way of security. SalesFrank is entitled to notify the buyer of this assignment.

Prohibition of Offsetting and Retention

The client shall not be entitled to offset its own claims against claims of SalesFrank or to exercise any right of retention, unless the client’s claim has been expressly acknowledged in writing by SalesFrank or has been finally determined by a court of competent jurisdiction.

Default of Payment

In the event of late payment, statutory default interest applicable to commercial transactions shall apply, but in any case not less than nine percent (9%) per annum.

The client shall bear all costs and expenses incurred in connection with the enforcement of claims, including collection fees and reasonable legal costs.

Continued Default

If the client remains in default after a written reminder granting a grace period of at least seven (7) days, SalesFrank shall be entitled to:

• immediately invoice and demand payment for all services and partial services already rendered, including those under other contracts with the client, and
• suspend the provision of unpaid services until all outstanding amounts have been settled in full.

If payment is still not received after a further written reminder sent to the client’s management with an additional grace period of at least seven (7) days, SalesFrank shall be entitled to withdraw from all contracts, claim compensation for lost profits, and suspend or refuse performance of services, including services that have already been paid for.

SalesFrank reserves the right to initiate legal action at any time after the due date, irrespective of the above measures.

Payment by Instalments

If an instalment payment agreement is concluded, the client shall be deemed to be in default if any single instalment is not paid on time.

Expiration of Credits

Services purchased from SalesFrank, including usage-based credits, must be used within twenty-four (24) months from the date of purchase.

Unused credits shall expire without replacement or refund after this period.

Restrictions on Use and Responsibility of the Client

Responsibility for Contacting Individuals

The client acknowledges that the use of the SalesFrank service, including AI-powered voice interactions and telephony functionality, may involve contacting third parties by telephone.

The client is solely responsible for ensuring that any contact made using the SalesFrank service is carried out in compliance with all applicable laws and regulations, including but not limited to requirements relating to consent, prior authorization, advertising, marketing, and data protection.

SalesFrank does not verify whether the client has obtained the necessary consent or legal basis to contact any individual.

By using the service, the client represents and warrants that all contacted persons have been lawfully and validly authorized to be contacted in the manner used.

SalesFrank assumes no responsibility or liability for unlawful, unauthorized, or non-compliant contact initiated by the client.

Restrictions on the Use of Telephone Numbers

If SalesFrank provides the client with one or more telephone numbers, such numbers may only be used in accordance with the agreed technical configuration and applicable legal requirements.

Outgoing calls using telephone numbers provided by SalesFrank are permitted only if the required registration data (in particular complete and accurate company or personal information) has been provided to SalesFrank in advance and the number has been properly registered to such data.

Permitted Use of AI

The use of the SalesFrank service, including all AI instances, workflows, prompts, and automations configured or used by the client, is permitted solely for lawful business purposes and must comply with all applicable laws, regulations, and third-party rights.

Liability for AI-Generated Content

The client is solely responsible for all content generated, transmitted, processed, or otherwise used through the SalesFrank service, including AI-generated outputs.

The client shall be fully liable for any claims, damages, losses, fines, or legal consequences arising from such content and shall indemnify and hold SalesFrank harmless against any third-party claims resulting from the client’s use of the service.

Responsibility for Sensitive Data

The client acknowledges that the use of AI-based services requires careful consideration of the type and sensitivity of information transmitted to the system.

Where sensitive or security-relevant processes are involved (including but not limited to access credentials, order data, personal identifiers, or confidential information), the client is responsible for implementing appropriate security measures, such as verification questions, multi-factor authentication, or other safeguards within the dialogue or workflow design.

SalesFrank shall not be responsible for damages resulting from inadequate security measures implemented by the client.

Additional Terms and Conditions for Partners

For clients who use the SalesFrank service within the framework of a partnership, reseller, or cooperation agreement, the respective partner-specific terms and conditions shall apply in addition to this SaaS Agreement.

In the event of any conflict, the partner terms shall take precedence.

Liability

Nature of the Contractual Relationship

Where services provided by SalesFrank constitute a classic contract for work, SalesFrank shall be liable solely for the professional provision of the agreed services.

Where the services consist of the provision of resources, such as access to software, infrastructure, tools, or working time, the client alone shall be responsible for achieving any intended objectives. In such cases, SalesFrank shall only be liable for the proper and professional execution of the specifically commissioned services.

Client Interference

If the client interferes with SalesFrank’s services in an unauthorized manner or makes undocumented changes that can no longer be reasonably traced by SalesFrank, the client shall bear all additional costs incurred as a result, including costs for completion, review, documentation, defect analysis, defect attribution, and defect remediation.

Obligation to Give Notice of Defects

Following any request for interim acceptance, delivery, or commencement of live operation, the client shall accept (“approve”) the services in writing within eight (8) days or notify SalesFrank in writing of any defects.

In the case of interim acceptance, SalesFrank may continue its work only after approval has been granted.

If acceptance or defect notification is not provided within the specified period, the services shall be deemed accepted.

Hidden defects that become apparent later but within applicable warranty or liability periods must be reported within eight (8) days of discovery.

The client’s inspection obligations require the diligence of a prudent businessperson and must be particularly thorough at interim acceptance, delivery, and commencement of live operation.

Defect notifications must describe the issue clearly and in sufficient detail, including timing and conditions of occurrence. Failure to comply with these obligations shall exclude warranty, guarantee, and liability claims.

Guarantees

Where parts of the services are subject to guarantees provided by third parties, such guarantees must be asserted directly against the third party.

If SalesFrank provides an explicit guarantee, the guarantee period shall commence upon delivery. Claims shall expire six (6) months after the client becomes aware of the guarantee event, but no later than the end of the guarantee period. If no scope is specified, the guarantee covers characteristics customarily expected.

Warranty

For services provided under this SaaS Agreement, the client’s warranty rights are limited to defect rectification in accordance with the agreed service level.

For services provided outside this SaaS Agreement or after its termination, warranty and recourse claims are limited to six (6) months from delivery.

SalesFrank may, at its discretion, provide improvement, replacement, price reduction (for minor defects), or rescission (for material defects). Defect rectification does not extend or restart warranty periods.

Obligation to Update

Any statutory obligation to provide updates is excluded, to the extent permitted by law.

Error and Gross Disproportion

The right to contest the contract on the grounds of error or gross disproportion is excluded.

Damages and Other Claims

Claims for damages or other liability claims by the client are excluded, unless caused by intent or gross negligence on the part of SalesFrank.

Such claims must be asserted within six (6) months after knowledge of the damage and the responsible party, and in any case no later than three (3) years after the event giving rise to the claim.

Claims relating to personal injury and mandatory statutory liability are unaffected.

Availability Commitments

Liability for failure to meet guaranteed availability is limited exclusively to the service credits expressly agreed, unless caused by intent or gross negligence.

Third-Party Services

Providers of agreed third-party services are not vicarious agents of SalesFrank and do not fall within SalesFrank’s sphere of risk.

For third-party services themselves, SalesFrank’s liability is limited to negligence in selection. No strict liability applies.

Where third-party services are selected by the client, all liability of SalesFrank is excluded.

Client-Integrated Third-Party Services

SalesFrank assumes no liability for third-party services, data, interfaces, or components integrated by the client.

If SalesFrank becomes aware of illegality, it may disable such integrations or terminate the contract for good cause. The client shall indemnify and hold SalesFrank harmless.

Free Services

Where SalesFrank provides services or parts thereof free of charge, all liability for such services is excluded.

No Protective Effect for Third Parties

This agreement does not confer any protective effect in favor of third parties.

Burden of Proof

Any reversal of the burden of proof to the detriment of SalesFrank is excluded.

The client bears the burden of proof for defects, timing, notice, and fault.

Grace Period

The client may assert claims only after granting SalesFrank a written grace period of at least fourteen (14) days. This also applies to termination for cause.

Withdrawal

Any withdrawal from the contract by the client must be declared in writing.

Final Provisions

Applicable Law

All legal relationships and matters arising out of or in connection with this Agreement shall be governed exclusively by the laws of the jurisdiction in which SalesFrank has its registered office, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Place of Jurisdiction

The competent courts at the registered office of SalesFrank shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.

SalesFrank shall also be entitled, at its discretion, to bring legal action at the general place of jurisdiction of the client.

Appendix: SUB PROCESSOR LIST

The sub-processors approved upon conclusion of the agreement are:

• Hetzner Online GmbH
• Twilio Ireland Limited