Terms of Service
for AI-as-a-Service (“productadvisor”)
This is a translation of our terms of service provided solely for your convenience. For legal purposes refer to the original version (German language) as published on: https://www.productadvisor.com/agb.
1. Introduction
1.1 The following terms and conditions regulate the processing of requests via the AI chatbot application as Software as a Service (hereinafter referred to as “productadvisor”) of Preisvergleich Europe GmbH, Rudolf-Bultmann-Str. 4h, 35039 Marburg (hereinafter referred to as “PVEU”) and the contractual partner (hereinafter referred to as “Partner”). These Terms of Service apply to all services provided to the Partner via and in connection with the productadvisor (hereinafter referred to as “SaaS services”).
1.2 Terms and conditions of the Partner that conflict with or deviate from these Terms of Service do not apply, even if PVEU has not expressly objected to their validity.
1.3 Changes to these Terms of Service will be offered to the Partner in text form at least two months before they come into effect. Changes to the service description will be offered to the Partner before they take effect. The changes generally only become effective if the Partner accepts them. However, the changes are considered approved if the Partner does not object in writing within one month of receiving the notification. At the start of the deadline, PVEU informs the Partner of this right to object and that the Partner's consent to the change in the terms and conditions is deemed to have been given when the deadline expires.
2. Subject of the contract
2.1 PVEU provides SaaS services for the Partner via the Internet in the area of AI chatbot applications.
2.2 The subject of the contract is the provision of productadvisor by PVEU for use over the internet.
3. Provision of software
3.1 PVEU provides the Partner with productadvisor in the current version via the internet for a fee for the duration of the contract. For this purpose, PVEU sets up productadvisor on a server in a data center within the European Union, which is accessible to the Partner or customer via the internet.
3.2 The current functionality of the productadvisor can be found in the current service description (https://www.productadvisor.io/pricing). productadvisor services beyond this scope require a written agreement between PVEU and the Partner.
3.3 PVEU is constantly developing productadvisor and will improve it through ongoing updates and upgrades.
3.4 PVEU is entitled to use third parties to provide productadvisor services. PVEU reserves the right to make other service changes in case that PVEU has to respond to a change in the technological state-of-the-art or a change in the legal and/or regulatory framework. The right to change services only applies if the changed service remains reasonable for the Partner, taking into account the interests of the Partner. If PVEU provides services free of charge, these can be discontinued at any time without giving reasons.
4. Rights of use
4.1 PVEU grants the Partner the non-exclusive, non-transferable and non-sublicensable right to use productadvisor as intended during the contract period as part of the SaaS services.
4.2 The partner may only edit productadvisor to the extent that this is covered by the intended use of the AI-Bot-SaaS according to the current service description.
4.3 The Partner is not entitled to make the AI-Bot-SaaS, the parts of productadvisor provided in the source code, the AI-Bot services, including the AI-Bot material, neither in the original nor in the form of complete or partial copies accessible to third parties or to make them available to third parties for use, either against payment or free of charge, without the express consent of PVEU. The Partner is therefore expressly not permitted to sub-lease or sub-license the productadvisor. This also applies in the event of a complete or partial sale or dissolution of PVEU. Employees of the Partner or other persons are not considered third parties as long as they are with the Partner for the contractual use of productadvisor or the productadvisor services, including the productadvisor material.
4.4 Subject to the rights of use granted under Sections 2 and 4 of these Terms of Service, PVEU retains all rights to productadvisor, the productadvisor services, including the productadvisor material, as well as all copies or partial copies of productadvisor created by the Partner and the productadvisor services, including the AI-Bot-App-SaaS material in the version provided, without prejudice to the Partner’s or customer's ownership of the respective data medium.
4.5 PVEU is only obliged to provide a certain capacity of productadvisor conversation quotas if the capacity of the productadvisor conversation quotas to be provided has been previously agreed in writing between the Partner and PVEU. Requests that exceed the conversation quota (transactions / calendar month = transaction upper limit) are either no longer answered or stored by productadvisor in the calendar month concerned or, at the customer's request, are billed based on a cost-per-response (CPR) model. Further details can be found in the price list at https://www.productadvisor.io/pricing.
5. Support
5.1 PVEU will constantly maintain the AI-Bot-SaaS provided by it during the term of the contract. This includes:
a) the provision of all improvements and extensions to the contract software (updates and patches) that do not involve significant new functions (including documentation);
b) according to the following terms, the correction of errors free of charge within the specified times.
5.2 PVEU will answer technical support requests regarding the functionality and/or use of the interfaces described in the service description submitted by the Partner's employees by email or telephone from Monday to Friday (excluding public holidays in the federal state of Hesse, Germany) between 9:00am and 5:00pm.
5.3 PVEU will respond to support requests and error reports of the Partner within 24 hours on business days.
5.4 Other services, such as the training of the Partner's employees or other adjustments to productadvisor to the Partner's special conditions are generally not owed.
6. Interruption/limitation of accessibility
6.1 Adjustments, changes and additions to productadvisor as well as measures that serve to identify and eliminate malfunctions will only lead to a temporary interruption or limitation of accessibility if this is absolutely necessary for technical and operational reasons.
6.2 The basic functions of productadvisor are monitored daily. PVEU will inform the Partner of the maintenance work immediately and carry it out in the shortest possible time, depending on the technical conditions. If it is not possible to resolve the error within 12 hours, PVEU will inform the Partner by email within 24 hours, stating the reasons and the period of time that is expected to be required to resolve the error.
6.3 The availability of productadvisor is 98.5% on an annual average, including foreseeable and unforeseeable maintenance, installation and modification work as well as failures for which PVEU is not responsible (e.g. failure of the ChatGPT API) and cases of force majeure. However, availability may not be affected or interrupted for more than three working days in a row.
6.4 PVEU is only obliged to provide its services within the scope of its technical and operational possibilities at the time of performance. If the contractual services cannot be provided in a reasonable manner with the technical and operational possibilities available to PVEU at the time of the intended service provision, PVEU will be released from the obligation to provide services, but will lose the right to remuneration for the service in question. Services are agreed as defined in the current service description.
7. Duties of the Partner
7.1 The Partner is obliged to take appropriate precautions to prevent unauthorized access by third parties to the protected areas of productadvisor. For this purpose, the partner will, if necessary, inform its employees about compliance with data protection and copyright law.
7.2 The Partner is obliged to check his data and information for viruses or other harmful components before entering it and to use state-of-the-art anti-virus software.
7.3 To access and use productadvisor, the Partner will be provided with access data that is required for further use of productadvisor. The Partner is obliged to keep the access data secret and not to make it accessible to third parties.
7.4 The Partner may not modify, manipulate or circumvent, in whole or in part, the productadvisor and the AI-Bot-App-SaaS services, including the AI-Bot-App-SaaS material.
7.5 The Partner is obliged to provide PVEU with verifiable documents about the type and occurrence of deviations from the service description and to help isolate errors.
7.6 The Partner grants PVEU the right to reproduce the data to be stored by PVEU for the Partner, to the extent that this is necessary to provide the services owed under the contract. PVEU is also entitled to store the data in a failure-resistant data center.
8. Provision of product data / obligations to cooperate
8.1 The Partner provides PVEU with the product data for the chatbot. In order to increase the overlap of offers and thus the users' purchasing options, the Partner makes its entire product catalog (or, after consultation, a subset of it) available in data form.
8.2 The production of the product data is the sole responsibility of the Partner. PVEU is not obliged to check whether the product data provided by the Partner is suitable for use in productadvisor. The parties will jointly agree on the format for providing the product data.
8.3 By concluding the contract, the Partner grants PVEU the unrestricted right to use all data provided by the Partner for the duration of the collaboration. Furthermore, by acknowledging these conditions, the Partner assures that the Partner himself has the unrestricted right to use all data provided for the duration of the cooperation and can also transfer this further.
8.4 The Partner further assures that the data provided is in accordance with the legal provisions, in particular for the protection of personal rights, morality and public safety and order. If a claim is made against PVEU due to an infringement of third party rights caused by the Partner, the Partner will release PVEU from all claims arising from the infringement.
8.5 The Partner will communicate changes to the operating conditions and other circumstances essential to the provision of the service in a timely manner in writing.
8.6 PVEU reserves the right to remove certain data or data sets from the database if they violate internal guidelines, such as erotic products or adult products without appropriate labeling. The reasons for the removal will be communicated to the Partner upon request.
8.7 If the service owed by PVEU cannot be carried out for reasons that are the responsibility of the Partner, PVEU is entitled to invoice the Partner for the resulting expenses. In particular, such a claim for compensation arises if the Partners's aforementioned obligations to cooperate are not fulfilled or are not fulfilled in a timely manner.
9. Remuneration
9.1 The Partner undertakes to pay PVEU a monthly or annual fee for providing the productadvisor and the productadvisor services.
9.2 The partner must raise objections to the billing of the services provided by PVEU in writing to the office specified on the invoice within eight weeks of receipt of the invoice. After the aforementioned period has expired, the billing is deemed to have been approved by the partner. When sending the invoice, PVEU will specifically inform the Partner of the importance of their behavior.
9.3 Support requests will be reimbursed with a separate support fee unless they relate to the functionality or operational readiness of productadvisor.
9.4 PVEU will invoice the fees in accordance with Sections 9.1 and 9.3 of these Terms of Service as follows:
a) For annual billing, the entire base fee in advance and the additional response credits used monthly at the beginning of the following month.
b) for monthly billing, billing takes place at the beginning of the following month.
The fees are payable within ten days without deductions.
10. Liability for defects/liability
10.1 PVEU ensures the functionality and operational readiness of productadvisor in accordance with the provisions of the respective contract. The Partner is aware that software is used that uses an algorithm based on “artificial intelligence” and that productadvisor is constantly changing. A correct link between content and answers cannot therefore be expected in every case. The Partner is aware that the performance and confidence value for the trained AI models depend on the number and quality of the product datasets. PVEU has no influence on this.
10.2 In the event that PVEU's services are used by unauthorized third parties using the Partner's access data, the Partner is liable for any resulting fees under civil law until receipt of the Partner's order to change the access data or report the loss or theft, provided that the Partner is at fault for access by an unauthorized third party.
10.3 Claims for damages against PVEU are excluded, regardless of the legal basis, unless PVEU, its legal representatives or vicarious agents acted intentionally or with gross negligence. PVEU is only liable for slight negligence if one of the essential contractual obligations was violated by PVEU, its legal representatives or senior employees or vicarious agents. PVEU is only liable for foreseeable damage, the occurrence of which must typically be expected. Essential contractual obligations are those obligations that form the basis of the contract, that were decisive for the conclusion of the contract and on whose fulfillment the Partner can rely.
10.4 PVEU is liable without limitation for damage caused intentionally or negligently from injury to life, body or health by PVEU, its legal representatives or vicarious agents.
10.5 If the productadvisor services are used outside of the terms of use, the warranty rights in accordance with Section 10 of these Terms of Service do not apply. In this case, PVEU will endeavor to provide the support services specified in Section 5 of these Terms of Service to an appropriate extent and for an additional, appropriate fee.
10.6 If PVEU's services are defective, PVEU must be given at least two opportunities to remedy the defect within a reasonable period of time, unless PVEU has finally refused to remedy the defect. The Partner's right to terminate the contract only exists in the event of significant defects.
10.7 If PVEU becomes aware of errors through its own findings or due to a report from the Partner, PVEU will eliminate the error as quickly as possible in accordance with Section 5.1 lit. b) of these Terms of Service within the scope of technical and operational possibilities. If the Partner is responsible for the malfunction or if the malfunction reported by the Partner does not exist, PVEU is entitled to invoice the Partner for the costs incurred by eliminating defects or troubleshooting.
10.8 If PVEU is unable to correct the error, the Partner can reduce the remuneration proportionately. After setting a written deadline with an unsuccessful threat of rejection, the Partner can alternatively terminate the corresponding service. Further warranty claims by the Partner due to a defect or error are excluded.
11. Term and termination
11.1 When concluding the contract, the Partner can choose one of two billing options:
11.1.1 Monthly: The Partner pays the monthly bill at the beginning of the following month. The contract can be terminated with notice up to the 14th at the end of each month. Otherwise the contract will be extended by another month.
11.1.2 Annually: The Partner pays the base fee annually in advance; the additional response credits used are billed in the month following consumption. In this case, PVEU grants a two-month discount. The annual contract can be terminated with two months' notice to the end of the year. Otherwise the contract will be extended for another year.
11.2 The right of each contracting party to terminate the contract without notice for good cause remains unaffected. PVEU is particularly entitled to terminate without notice if the partner does not make due payments despite a reminder and a grace period or violates the contractual provisions regarding the use of productadvisor. In any case, termination without notice requires that the other party is warned in text form and asked to eliminate the alleged reason for termination without notice within a reasonable period of time.
12. Third-party property rights
12.1 PVEU will defend the Partner against all claims resulting from a violation of an industrial property right, copyright and/or other property rights by productadvisor used in accordance with the contract, and will assume the court-imposed costs and compensation amounts to the Partner, provided that the Partner immediately informs PVEU of such claims in writing and PVEU reserves the right to take all defensive measures and settlement negotiations. However, the above obligation on the part of PVEU does not exist if PVEU was not responsible for the infringement.
12.2 If claims have been made against the Partner due to infringements of intellectual property rights or if this is to be expected, PVEU can replace the productadvisor services at its own expense or change them to an extent that is reasonable for the Partner. If this or obtaining a right of use for PVEU is not possible, the Partner can terminate the contract without notice if the productadvisor services violate the intellectual property rights of third parties.
12.3 PVEU is not subject to the obligations in accordance with Section 12.1 and Section 12.2 of these Terms of Service if the claims are based on the fact that productadvisor was used under conditions of use other than those specified in the service description.
13. Data protection, telecommunications secrecy and secrecy
13.1 When collecting, using and processing personal data, PVEU complies with the relevant data protection regulations, in particular the Bundesdatenschutzgesetz (BDSG), the General Data Protection Regulation (GDPR), the Telekommunikationsgesetz (TKG) and the Gesetz zur Regelung des Datenschutzes und des Schutzes der Privatsphäre in der Telekommunikation und bei Telemedien (TTDSG) in its currently valid version while maintaining telecommunications secrecy. The Partner will comply with the applicable data protection regulations when using productadvisor and the AI-Bot SaaS services. In this respect, PVEU is not responsible within the meaning of Article 4 No. 7 GDPR.
13.2 In addition, due to the provisions of Article 28 Para. 3 GDPR, a separate data processing agreement is required, which in particular specifies the subject and duration of the processing, the type and purpose of the processing, the type of personal data, the categories of data subjects and the existing obligations and rights within the scope of data processing of the Partner.
13.3 According to Article 6 Para. 1 S. 1 lit. b of the GDPR, the data processing of personal data is necessary for the appropriate processing of the contract, in particular for the mutual fulfillment of obligations arising from the contractual relationship. In addition, data processing is necessary in accordance with Article 6 Para. 1 lit. f of the GDPR to protect the legitimate interests ofPVEU. PVEU’s legitimate interests exist in connection with claims against the Partner.
Die Datenverarbeitung von personenbezogenen Daten ist nach Art. 6 Abs. 1 S. 1 lit. b DSGVO für die angemessene Bearbeitung des Vertrags, insbesondere für die beidseitige Erfüllung von Verpflichtungen aus dem Vertragsverhältnis erforderlich. Darüber hinaus ist die Datenverarbeitung nach Art. 6 Abs. 1 Buchstabe f DSGVO zur Wahrung berechtigter Interessen der PVEU erforderlich. Berechtigte Interessen der PVEU bestehen in Zusammenhang mit Forderungen gegen den Partner.
13.4 Further information on data protection is also available online at https://www.pveu.com/datenschutz.
13.5 PVEU and the Partner undertake to maintain the strictest secrecy for an indefinite period about all confidential processes that come to their knowledge in the course of the preparation, implementation and fulfillment of the contract for the provision of the AI-Bot app, in particular business or trade secrets of the other party and neither to record it nor to pass it on or to use it in any other way. This applies to any unauthorized third parties, i.e. also to unauthorized employees of both PVEU and the Partner, unless the disclosure of information is necessary for the proper fulfillment of the contractual obligations of PVEU or the Partner. In cases of doubt, one party will obtain consent from the other party before such disclosure.
13.6 PVEU and the Partner undertake to agree on a regulation with the same content as Section 13.5 of these Terms of Service with all employees and subcontractors employed by them in connection with the preparation, implementation and fulfillment of the contract.
14. Applicable law, place of jurisdiction
14.1 German law applies to disputes between PVEU and the Partner regarding the productadvisor, excluding the UN Convention on Contracts for the International Sale of Goods.
14.2 For disputes between PVEU and the Partner regarding the productadvisor, the exclusive place of jurisdiction is Marburg, Germany.