Terms and Conditions

1. Scope

1.1 These Terms govern all contracts between Neurohain, Amparo Iglesias Gordillo, 40211 Düsseldorf, Germany ("Neurohain") and its customers ("Customer") concerning the design, installation and operation of automation and AI systems.

1.2 Terms of the Customer that conflict with or deviate from these Terms are not recognised unless Neurohain has expressly agreed to them in writing.

1.3 Individual agreements made in a signed offer or order form take precedence over these Terms.

2. Subject Matter of the Contract

2.1 Neurohain designs a system tailored to the Customer's actual operation, installs it in the Customer's own infrastructure, and operates it on an ongoing basis for the duration of the contract.

2.2 The contract therefore consists of two inseparable parts: a one-off design and set-up service, and a continuing operating service billed monthly. The monthly operating service is not optional. It is the service through which the system remains functional, monitored and adapted.

2.3 The concrete scope of services, the modules included and the fees are set out in the individual offer.

3. Ongoing Operation

3.1 The monthly fee covers hosting arrangements, monitoring, error correction, adjustments to the system as the Customer's operation changes, updates and priority support.

3.2 Neurohain owes the professional performance of the service. Neurohain does not owe a specific commercial result, in particular no specific number of appointments, leads, reviews or revenue.

3.3 Availability figures, response times and maintenance windows, if agreed, are set out in the individual offer.

4. Rights of Use — Important

4.1 Neurohain retains all rights to the software, workflows, prompts, configurations, templates and methods used, including further developments of them.

4.2 For the duration of the contract the Customer receives a non-exclusive, non-transferable, non-sublicensable right to use the system for its own business purposes.

4.3 No transfer of ownership and no perpetual licence of the software takes place. On termination of the contract, the right of use ends.

4.4 Unaffected by this, and independently of the term of the contract, the Customer remains at all times the owner of: its own data and its customers' data; its own accounts and access credentials (server, domain, Meta Business, Google, payment providers and comparable third-party services); and the content it has provided.

4.5 On termination, Neurohain supports the Customer in exporting its data in a common, machine-readable format.

5. Installation in the Customer's Infrastructure and Technical Access

5.1 The system is installed on the Customer's own server and operates using the Customer's own accounts and API keys. The data of the Customer's end customers is not stored on Neurohain's own systems.

5.2 To provide the operating service, Neurohain requires and retains, for the duration of the contract, technical access to this infrastructure limited to what is necessary. Access is granted via individual, named accounts, never through shared credentials.

5.3 Where this access involves personal data, it is governed by a separate data processing agreement pursuant to Art. 28 GDPR, which is concluded before go-live and forms an integral part of the contract.

5.4 On termination of the contract Neurohain's access is revoked. The Customer's administrators remain the sole holders of the credentials.

6. Customer's Duties to Cooperate

6.1 The Customer shall provide, in good time, the accesses, accounts, contact persons, content and information required for performance of the service.

6.2 The Customer is responsible for the lawfulness of the content it provides and of the communication sent through the system, in particular for the necessary consents under data protection and competition law for advertising communication.

6.3 The Customer shall observe the terms of use of the third-party services used (in particular Meta / WhatsApp Business, Google, AI providers). Neurohain has no influence on changes to those terms.

6.4 If the Customer fails to cooperate, agreed dates are postponed accordingly.

7. Fees and Payment

7.1 The one-off design and set-up fee and the monthly operating fee follow from the individual offer. All prices are net, plus statutory VAT.

7.2 Invoices are payable within 14 days of the invoice date without deduction.

7.3 Third-party costs incurred directly by the Customer (server, WhatsApp Business API message fees, AI provider usage, domains) are not included in the fees unless expressly agreed otherwise.

7.4 Neurohain may adjust the monthly fee with three months' notice to the end of a contractual year. If the increase exceeds 5%, the Customer has a special right of termination effective from the date the increase takes effect.

8. Term and Termination

8.1 The operating service has a minimum term of 12 months from go-live.

8.2 Thereafter the contract may be terminated by either party with three months' notice to the end of a month.

8.3 The right to terminate for cause remains unaffected.

8.4 Termination must be in text form.

8.5 On the effective date of termination, operation of the system by Neurohain ends and the right of use under clause 4 expires. Clause 4.4 (Customer's data and accounts) and clause 4.5 (export support) remain unaffected.

9. Warranty and Liability

9.1 Neurohain is liable without limitation for damage arising from injury to life, body or health, in cases of intent and gross negligence, and under the German Product Liability Act.

9.2 In cases of slight negligence, Neurohain is liable only for breach of a material contractual obligation (an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer regularly relies), and in that case limited to the foreseeable damage typical for this type of contract.

9.3 Liability for loss of data is limited to the typical restoration effort that would have arisen had the Customer maintained appropriate, regular backups.

9.4 Neurohain is not liable for disruptions attributable to third-party services outside its control, in particular changes to the terms of use, interfaces or pricing of Meta / WhatsApp, Google or AI providers.

10. Confidentiality

Both parties shall keep confidential all business and trade secrets of the other party of which they become aware, and shall not disclose them to third parties. This obligation survives the end of the contract.

11. References

Neurohain may name the Customer as a reference and publish results of the collaboration only with the Customer's prior express consent. Consent may be withdrawn at any time with effect for the future.

12. Final Provisions

12.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

12.2 The place of jurisdiction for all disputes is Düsseldorf, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.

12.3 Should individual provisions be or become invalid, the validity of the remaining provisions is unaffected.