This is an English translation for convenience. The legally binding version is the German original.

General Terms and Conditions (GTC) of HeroChat GmbH

Preamble

The following General Terms and Conditions (GTC) govern the contractual relationship between HeroChat GmbH (hereinafter “HeroChat”) and its clients or contractual partners (hereinafter “Customers”) in the B2B sector.

HeroChat operates a cloud-based messenger software solution for digital communication between businesses and their end customers via various messenger services (e.g. WhatsApp, Telegram or comparable platforms).

The services of HeroChat are directed exclusively at entrepreneurs within the meaning of Section 14 BGB. Consumers within the meaning of Section 13 BGB are excluded from use.

§ 1 Scope

  1. These GTC apply to all contracts between HeroChat and the Customer regarding the use of HeroChat's services.
  2. They also apply to all future business relationships, even if they are not expressly referred to again.
  3. Deviating or conflicting terms and conditions of the Customer shall not apply unless HeroChat expressly agrees to their validity in writing.
  4. There are no verbal ancillary agreements.
  5. HeroChat reserves the right to amend these GTC with reasonable notice. If the Customer does not object within four weeks of receipt of the notice of amendment, the amendments shall be deemed accepted.

§ 2 Conclusion of contract

  1. The presentation of services on the HeroChat website does not constitute a legally binding offer, but rather a non-binding invitation to submit an order.
  2. By submitting the order form, the Customer makes a binding offer to conclude a contract.
  3. The contract is concluded upon express acceptance by HeroChat or, at the latest, upon provision of the service.

§ 3 HeroChat's services

  1. HeroChat provides the agreed services in accordance with the booked package or an individual offer.
  2. The specific scope of services results from the service description valid at the time the contract is concluded or from the individual contract.
  3. Free services (e.g. trial or free versions) may be changed or discontinued at any time.
  4. HeroChat provides exclusively the technical platform and does not create any content of its own for the Customer.
  5. System availability amounts to 98% on an annual average, excluding scheduled maintenance work and events outside HeroChat's sphere of control.
  6. HeroChat uses external messenger platforms and has no influence over their technical, legal or economic configuration. Changes to or discontinuation of these services may impair HeroChat's services or render them impossible.

§ 4 Rights of use

  1. HeroChat grants the Customer a time-limited, non-exclusive, non-transferable right of use for the contractual use of the software.
  2. Any further use, reproduction, transfer or making available to the public is not permitted.
  3. The right of use ends automatically upon termination of the contract.

§ 5 Customer's duties to cooperate

  1. The Customer is responsible for the lawful use of the platform.
  2. The Customer ensures that no unlawful content is processed or sent.
  3. The copyright, trademark, data protection and personality rights of third parties must be observed.
  4. Disruptions or malfunctions must be reported to HeroChat without delay.

§ 6 Suspension and termination in the event of breaches of duty

  1. HeroChat is entitled to remove unlawful content without prior notice or to temporarily suspend access.
  2. In the event of serious or repeated breaches, HeroChat is entitled to terminate the contract without notice for good cause.
  3. Claims for damages remain unaffected by this.

§ 7 Prices and payment terms

  1. All prices are net, plus statutory value added tax.
  2. Invoices are issued electronically and are due for payment within 7 days.
  3. Usage-based fees are billed monthly.
  4. Objections to invoices must be asserted in writing within four weeks.

§ 8 Default of payment

  1. If the Customer defaults on payment, HeroChat is entitled to demand default interest at the statutory rate.
  2. In the event of default of payment, HeroChat may temporarily suspend its services.
  3. Further legal steps are reserved.

§ 9 Contract term and termination

  1. The contract term is determined by the booked product or individual contract.
  2. Contracts are automatically renewed for the respective minimum term unless they are terminated in due time.
  3. Termination must be in writing.
  4. The right to terminate without notice for good cause remains unaffected.

§ 10 Data after the end of the contract

After the end of the contract, access to the platform is blocked. Customer data is deleted no later than 30 days after the end of the contract, unless statutory retention obligations exist.

§ 11 Liability

  1. HeroChat is liable without limitation for damage resulting from intent, gross negligence and in the event of injury to life, body or health.
  2. In the event of slight negligence, HeroChat is liable only in the event of a breach of material contractual obligations and limited to the foreseeable damage.
  3. Liability for outages of external messenger platforms is excluded.

§ 12 Data protection

  1. HeroChat processes personal data exclusively within the framework of the statutory provisions.
  2. The Customer is responsible for the data protection-compliant use vis-à-vis its end customers.
  3. Access data must be treated confidentially.
  4. Further information can be found in HeroChat's Privacy Policy.

§ 13 Reference naming

The Customer agrees that HeroChat may use its name and logo for reference and marketing purposes. An objection is possible at any time in text form.

§ 14 Confidentiality

  1. Both parties undertake to maintain the confidentiality of all information that is not publicly known.
  2. This obligation applies beyond the end of the contract for two years.

§ 15 Assignment

An assignment of the Customer's claims is only permitted with the prior written consent of HeroChat.

§ 16 Non-solicitation

The Customer undertakes not to solicit any employees or vicarious agents of HeroChat during the term of the contract and for one year thereafter. In the event of a breach, a contractual penalty of €25,000 becomes payable.

§ 17 Final provisions

  1. The law of the Federal Republic of Germany applies exclusively.
  2. The place of jurisdiction is – to the extent legally permissible – the registered office of HeroChat.
  3. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.

Version dated: 09.02.2026