Terms of Service

1. General overview and applicability

1.1 Chathero UG, located at Elsässerster. 24, 81667 München ("Chathero" for short), operates the Chathero service. This platform allows businesses, referred to here as "Users," to interact and manage conversations with their customers or other contacts, termed as "Customers," through multiple channels like WhatsApp, email, SMS, Facebook Messenger, and Google.

1.2 The following General Terms and Conditions (GTC) govern the utilization of the Chathero service.

1.3 Chathero's service is tailored exclusively for business entities and is not intended for individual consumers. For the purpose of these GTC, a consumer is defined as any individual engaging in a transaction for mainly personal, non-business reasons. By using this platform, the user confirms they are operating as a business entity and not as an individual consumer. The platform is not open for consumer use.

1.4 If there are specific service agreements between the user and Chathero, those will become part of the contractual obligations and will supersede these GTC in case of any conflicting terms.

1.5 Users' own terms and conditions will not be recognized. Any variations or additional terms proposed by the user will only be accepted if Chathero provides explicit written consent. This holds true even if Chathero proceeds to deliver the service or accepts payment while aware of the user's differing terms and conditions.

2. Core purpose and primary features of the platform

2.1 The platform lets users manage and send messages like emails, SMS, and WhatsApp messages to their customers. You can send these messages individually or as part of a campaign.

2.2 The specific features you get with the platform depend on the package you choose. This could be either by selecting an offer on the website or by signing a separate order form with Chathero.

2.3 Chathero offers the technical foundation, basically the software and hardware, needed to use the platform.

2.4 Chathero keeps the platform on their servers, and users need to connect to these servers through the internet to use the platform.

2.5 The platform integrates with other systems like WhatsApp or email, but Chathero is not responsible for any changes or issues that happen with those third-party systems.

2.6 If you're communicating through WhatsApp, this is done via WhatsApp Business API. Chathero provides you access to this API, and might use a partner service to do so.

2.7 Other features and requirements are based on the information available at the time you make your order or choose your service package on the website.

3. Account setup for platform access

3.1 To use the platform's services, you'll need to sign up and create an account first.

3.2 You promise that all the information you provide during the sign-up process is accurate and complete. If any of this information changes later on—like your address, payment details, or contact info—make sure to update it in your account.

4. Complimentary free trial limited access

You're welcome to try out the platform for free trial at no cost, although some features won't be available during this trial period. If you decide not to upgrade to a paid plan, your trial will automatically end without any need for you to cancel.

5. Finalizing an agreement

5.1 Users may submit a binding proposal for a service package through the online form on our platform. By clicking the final button in the checkout process, you're making a formal offer to enter into an agreement with us.

5.2 Upon receiving your order, Chathero will promptly send you an email confirming that we've received it. This email doesn't mean we've accepted your offer.

5.3 Within five days of receiving your offer, Chathero may either send you an email confirming your order, at which point the contract is established, or request a payment from you.

5.4 If multiple acceptance scenarios exist, the contract becomes valid at the first occurrence of any of the mentioned scenarios. The five-day acceptance period starts the day after you send your offer and ends after the fifth day. If Chathero does not accept your offer within this time frame, you are no longer obligated to it.

5.5 After you submit your online order, the contract terms will be stored and sent to you via email, along with these General Terms and Conditions. Additionally, you can access the contract text anytime from your secure user account by logging in.

5.6 Before you finalize your online order, you can spot and correct any errors by reviewing the on-screen information. You can make corrections using standard keyboard and mouse operations until you click the button that finalizes the order.

5.7 All official communications must be in text format, whether by email or through the platform's user interface, unless these terms or applicable laws specifically require a handwritten document.

5.8 Contracts are available in German. If the contract is translated into other languages, the German version remains the authoritative text.

6. Platform accessibility and problem-solving

6.1 On average, the platform will be accessible 99% of each calendar month.

6.2 A situation of unavailability is considered to exist when the platform is wholly inaccessible and the fault lies with Chathero. However, this does not apply if the unavailability is caused by factors outside of Chathero's control, such as force majeure, user errors, or violations of the user agreement, or during scheduled maintenance as outlined in section

6.3 To perform necessary upkeep, Chathero may temporarily limit access to the platform. Customers will receive at least a 7-day advance notice for such planned maintenance. These scheduled maintenance windows, which are not included in the availability calculation, may occur on weekends between 12:00 AM and 7:00 AM. Overall, the total time allocated for planned maintenance will not surpass 24 hours in a single month.

6.4 If users encounter a bug or system glitch on the Platform, they must promptly inform Chathero in writing, providing comprehensive details and any information that would assist in resolving the issue ("Error and Glitch Reports"). Chathero will reply within one business day ("Response Time") to valid reports, offering expert insights into the problem’s root cause and proposed corrective measures. This Response Time does not apply to minor glitches or errors.

6.5 A bug or system issue is deemed to exist when the platform fails to deliver the functionalities agreed upon in the contract, and the responsibility for this failure lies with Chathero.

7. Usage permissions for the platform

7.1 Chathero gives the User a temporary, revocable, non-exclusive, and non-transferrable license to access and use the platform, as stipulated in the contract. This usage license will automatically expire when the contract ends.

7.2 The User is permitted to utilize the platform exclusively for their own business needs. The number of simultaneous users should not exceed the limit specified in the service description.

7.3 The Customer is prohibited from the following: leasing, renting, loaning, copying, reselling, or in any way redistributing thep platform or its access; using the platform to create services that are similar or virtually identical in functionality; activating or using features of the Platform for which they have not received permission; assigning their usage rights or allowing third-party access to the Platform without prior approval from Chathero; altering, translating, copying, reverse engineering the source code, algorithms, or other elements of the Platform, unless specifically allowed by law under § 69d or § 69e of UrhG; disabling, bypassing, or altering any digital rights management or copy protection mechanisms; and removing or altering any legal or proprietary notices, particularly those related to intellectual property rights.

8. Assistance and help

8.1 Chathero agrees to offer the User support services, the extent of which will be defined at the time the order is placed.

8.2 Any extra support activities, especially advisory or technical assistance services—aside from the legally or contractually obligated issue resolutions—will incur additional charges. These will be billed to the user based on the time and work required. The User will be notified of the cost before these specialized services are initiated.

9. User obligations and accountabilities

9.1 The user gives Chathero a non-exclusive license to utilize the content they supply, specifically any form of communication material such as photos, graphics, videos, files, documents, logos, symbols, and texts (collectively known as "User Content"). This license is active for the contract's duration and is essential for fulfilling the contract's obligations. This includes the right to copy, modify, and transmit the content. The User affirms they have the authority to grant these rights to Chathero.

9.2 The User is permitted to upload or transmit via the platform only such user content that (i) they have the legal right to use for the contract's fulfillment, (ii) does not violate third-party rights, especially trademarks, copyrights, and other intellectual property, as well as personal rights, and (iii) is devoid of any content that is illegal, violent, racist, discriminatory, or pornographic.

9.3 The User must ensure compliance with legal prerequisites for customer communication, including obtaining any required consents and fulfilling legal information requirements (e.g., imprint details). Chathero does not scrutinize the legality of user content or customer interactions.

9.4 When sending promotional materials, notably newsletters, via the WhatsApp Business API, only WhatsApp-approved templates must be used. Utilizing unapproved templates may result in permanent blocking of the WhatsApp number being used for sending. The User bears responsibility for adhering to these rules and the WhatsApp Business Policy as outlined in section 9.5. Chathero disclaims any liability in this matter.

9.5 Different terms may apply for third-party systems (WhatsApp Business Policy, Facebook Commerce Policies—which are also valid for Instagram, Telegram Terms of Service, Google Business Messaging, Twilio Messaging Policy for SMS). The User is accountable for complying with these external terms. Chathero highlights that violation of these terms may lead to restricted access or usage bans from these third-party systems. Chathero is not liable for any service limitations resulting from the User's non-compliance with these third-party terms.

9.6 Upon first request, the user agrees to protect Chathero from any claims raised by third parties against Chathero due to (i) the use of User Content by either Chathero or the user, and (ii) the user's use of the platform, except where such claims arise from Chathero's deliberate or grossly negligent actions. This protection also includes covering reasonable legal defense costs.

9.7 The user is solely responsible for independently backing up their user content.

10. Payment and billing conditions

10.1 The cost for services selected by the User will be outlined in the corresponding contract.

10.2 All stated amounts are in Euro and are exclusive of any applicable taxes.

10.3 Unless otherwise specified, invoices will be sent to the User digitally, such as via email.

10.4 The User has the right to counterbalance only those claims that are either uncontested or have been legally confirmed, except in cases where the claims are mutual.

11. Guarantees and liability

11.1 Platform issues will generally be managed according to § 536 and following of the BGB (German Civil Code). Liability for pre-existing defects is expressly ruled out.

11.2 Chathero reserves the right to either repair the defect at no cost or provide a replacement service at their discretion.

11.3 Customer-initiated contract termination based on § 543, paragraph 2, sentence 1, item 1 of the BGB due to failure in delivering the agreed-upon service is only allowable after Chathero has been given adequate opportunity to fix the defect and has failed to do so.

11.4 Chathero is not responsible for the internet connectivity of the User or their end customers, specifically regarding its availability and capacity. The User is solely accountable for maintaining their own Internet access up to the point where the service is delivered.

12. Accountability and indemnification

12.1 Chathero will be responsible for any damage or wasted expenditure under both contract and tort laws, but only in instances of deliberate misconduct or gross negligence, as per statutory regulations.

12.2 In other situations, except as detailed in section 11.3, Chathero will only be liable for breaching fundamental contractual duties (often referred to as "cardinal obligations"), the adherence to which are essential for the contract to proceed smoothly and upon which the User typically relies. Such liability is capped at foreseeable and typical damages. In all other scenarios, liability is excluded, subject to the stipulation in section 11.3.

12.3 The above limitations and exclusions will not apply to Chathero's liability for damages caused by harm to life, physical well-being, or health, or under product liability laws.

12.4 Where liability is excluded or limited based on these terms, this will also extend to the responsibility of Chathero’s representatives and agents, including but not limited to its employees.

12.5 The timeframe for the User to make any claims for damages against Chathero is limited to one year, except for situations specified in sections 11.1 and 11.3.

13. Suspension of platform access and content removal

13.1 Chathero reserves the right to temporarily or permanently restrict the User's access to either the entire platform or specific sections if there is credible evidence of the user breaching these General Terms and Conditions (GTC) and/or any applicable laws, or if Chathero has a valid reason for implementing such restrictions. The decision to restrict access will adequately consider the User’s legitimate interests. Chathero retains the right to permanently disable access if the User continues to violate these GTC despite prior notice.

13.2 In instances of either temporary or permanent restrictions, the user's access rights will be suspended and they will be notified via email.

13.3 Should the access be temporarily restricted, the user's access will be restored either after the restriction period expires or the cause for restriction is conclusively resolved. The user will be notified of this reactivation via email. In the case of a permanent restriction, reactivation is not possible and the User is permanently banned from the Platform, with no opportunity for re-registration. In this case, Chathero is authorized to terminate the user agreement immediately.

13.4 Chathero has the right to remove any content that fails to meet the criteria outlined in section 9. If the user does not voluntarily remove such content within a reasonable timeframe after being requested to do so, Chathero is authorized to take action and delete it.

14. Duration and cancellation of contract

14.1 The user is authorized to use the platform for the time span stipulated in the order form.

14.2 Unless otherwise specified, the minimum duration of the contract is 12 months. If neither party cancels the contract at least two weeks before this period concludes, the contract will automatically renew on a month-to-month basis. Either party may then cancel the agreement monthly. The ability for either party to terminate the agreement immediately for a valid reason remains unaffected.

14.3 Regardless of Section 14.2, the user has the option to cancel the agreement within the initial 30 days following its enactment.

14.4 Chathero specifically reserves the right to terminate the contract immediately for justifiable reasons, including but not limited to: (i) the User becoming insolvent or financially overburdened; (ii) a petition for insolvency proceedings against the user's assets being filed (subject to §112 InsO); or (iii) the User falling behind on payments for two consecutive months or accumulating overdue payments exceeding two months' worth of the agreed-upon fees.

14.5 Any termination notice must be submitted in written form, either by mail or email.

14.6 Upon the contract's conclusion, and barring any renewal or new contract agreement, the user will lose all platform access and any stored content will be eradicated from the platform.

15. Closing terms

15.1 The contracts and agreements between the parties, including these General Terms and Conditions, are to be interpreted in accordance with the laws of the Federal Republic of Germany. This excludes the application of the UN Convention on Contracts for the International sale of goods as well as any international private law.

15.2 Munich, Germany, is designated as the exclusive jurisdiction for any legal disputes. Nonetheless, Chathero retains the right to initiate legal proceedings against the user in the user's general jurisdiction. This clause does not override any mandatory legal regulations regarding exclusive jurisdictions.

15.3 If any portion of these General Terms and Conditions is found to be unenforceable or invalid, it will not impact the enforceability or validity of the remaining portions.

Status: September 2023