General Terms and Conditions

2.1

Synthropia provides the customer with the AI-based software "Aurili". The core functions include:

• Automated call answering and handling by AI
• Automatic call analysis and evaluation
• Provision of call transcripts
• Management of all functions via the platform app.aurili.com

2.2

Synthropia guarantees an availability of the platform and Aurili services of 98.5% on an annual average. In the unlikely event of maintenance work that could lead to a restriction of service availability, this will preferably be carried out between 8:00 PM and 6:00 AM, and customers will be informed in advance.

2.3

The software is based on various AI models from different providers, which are continuously updated and optimized. Synthropia reserves the right to adapt or replace the AI models used at any time to ensure the quality and timeliness of the service. Due to the nature of AI systems, Synthropia cannot guarantee complete consistency of responses and interactions but always strives for consistent or improved quality. This applies to:

• AI-led telephone interactions
• Automatic call analyses
• Evaluations and summaries
• Other AI-based functions

2.4

The range of functions and available features depend on the selected tariff. The current overview of tariffs and their scope of services can be viewed at aurili.com/en/pricing and in the platform.

2.5

Support is organized as follows:

• All customers have access to a central 24/7 support hotline managed by Aurili. The customer number assigned upon registration is required for identification.
• Standard inquiries are answered within two working days by email or callback.
• Customers with premium support entitlement (depending on the selected tariff) are forwarded directly to a human employee on weekdays between 9:00 AM and 5:00 PM.

2.6

As a cloud-based service, Aurili is continuously developed. Synthropia is entitled to adapt, update, or modify the software and its functions at any time, provided this serves to improve, secure, or maintain the services offered. Significant functional changes and important updates are documented in a change log in the platform.

3.1

Aurili numbers are telephone numbers provided by Synthropia through which the AI software Aurili receives and processes calls for the customer. A Workspace refers to a separate, protected area within the platform to which its own Aurili number is assigned. All associated call data, evaluations, and end-customer contact information are stored and managed in this workspace.

3.2

Synthropia ensures strict separation of all customer data. This applies both between different customers and within customer-specific workspaces. Each workspace has its own Aurili number and a separate data store. Call data and customer information are exclusively available in the workspace where they originated.

3.3

Data collected during the use of the service is not used for training AI models and is not accessible to other customers. An exception to this is the "Aurili Memory" function, where call content and caller information are temporarily stored to enable personalized call handling for subsequent calls from the same end customer.

3.4

The Memory function is workspace-specific, and the stored information can be deleted individually for specific end customers at any time. If the company account is deleted, all associated data, including all call data, end-customer contact information, and stored Memory information, will be irrevocably deleted.

3.5

Synthropia uses various AI models to provide the service and is entitled to update or replace them if this serves to improve the service. The AI models themselves are not trained with customer data. The "Aurili Memory" function uses stored call information exclusively to improve the individual call experience within the respective workspace.

3.6

The Aurili numbers remain the property of Synthropia and may only be used for the intended purpose within the scope of the service. After termination of the use of a workspace or the entire contract, the corresponding Aurili numbers will be blocked for a cooling-down period of 30 days before they can be made available to other customers.

4.1

Upon registration, the customer gains access to a 7-day free trial phase with the functionality of the Max plan, limited to one Aurili number and ten employee accesses. After the trial phase expires, the account is automatically converted to the Free plan unless another tariff choice has been made. The current tariffs (Free/Plus/Pro/Max) with their respective basic and usage fees can be viewed at aurili.com/en/pricing and in the platform.

4.2

The billing period begins on the day of registration and is extended by one month each time. Basic fees are calculated and collected in advance at the beginning of each billing period. Usage-dependent fees (such as call minutes, SMS, premium voices) are calculated and collected at the end of the billing period.

4.3

Synthropia reserves the right to change prices with a notice period of 30 days. The changes will be communicated to the customer by email. In the event of price increases, the customer has a special right of termination and can terminate free of charge until the new prices come into effect. If no termination is made, the new prices are deemed accepted.

4.4

In the event of failed payment, the customer will immediately receive a notification and a request to update their payment data.

4.5

Synthropia is entitled to restrict or discontinue services if one of the following cases occurs:

• Payment arrears for services already invoiced exceed €500
• Payment arrears for services already invoiced persist for longer than 14 days
• The sum of outstanding payment arrears and the current, not yet billed usage volume for the current month exceeds €1,000
• In case of repeated payment arrears (more than twice within 6 months), even for smaller amounts
• In case of justified suspicion of fraudulent use or if direct debits/credit card payments are unjustifiably reversed by the customer

4.6

The restriction includes:

• No further acceptance of calls by Aurili
• Access to the platform remains for payment processing and data access

4.7

Synthropia reserves the right to restrict services without prior notice if the aforementioned limits are exceeded, in order to avoid further payment defaults. Services will be resumed immediately after settlement of outstanding claims.

4.8

After 60 days of payment arrears or if payment arrears exceed €2,000, Synthropia reserves the right to extraordinary termination.

5.1

The customer is obliged to:

• Provide correct and current company data
• Keep access data secure and protect it from unauthorized access
• Report malfunctions or suspected misuse immediately
• Comply with all applicable legal regulations

5.2

The customer can configure Aurili individually for each workspace and is obliged to configure Aurili in a GDPR-compliant manner, in particular:

• Requesting consent for recording at the beginning of the call
• Providing reference to the relevant data protection information

The use of certain functions depends on the selected tariff. The customer can submit suggestions for improving the configuration via the platform. Premium support customers also receive manual optimization of the Aurili configuration.

5.3

The customer is obliged to inform their end customers transparently about the use of Aurili and must ensure that Aurili refers to the customer's relevant data protection declaration at the beginning of each call (e.g., "www.[customerwebsite].com/privacy"). Further data protection obligations arise from the data protection declaration for Aurili.

5.4

The following technical requirements must be met:

• Use of an up-to-date web browser (Safari, Firefox, or Chrome-based browsers in the current version)
• Setup and assumption of costs for call forwarding from an existing telephone number to the Aurili number
• Independent information about applicable forwarding costs from the telephone provider

5.5

The following are expressly prohibited:

• Any criminal or fraudulent use
• Intentional misdirection of callers
• Use for harassment or harm to third parties
• Manipulation of AI functions
• Circumvention of security mechanisms
• Use for the dissemination of illegal or immoral content
• Automated mass calls or DoS attacks
• Resale or unauthorized transfer of services

5.6

Synthropia reserves the right to:

• Monitor usage for misuse
• Immediately block accounts in case of suspected misuse
• Terminate the contract without notice in case of proven misuse
• Report cases of misuse to the competent authorities
• Claim damages for misuse

5.7

The use of Aurili is permitted exclusively for the direct internal use of the customer. Use by or for third parties, in particular:

• Resale of services
• Use as an agency for other companies
• Transfer to affiliated companies

is not permitted without the prior written consent of Synthropia. Agency use may be permitted after individual review and express written agreement with Synthropia.

6.1

The processing of personal data is carried out in accordance with Synthropia's data protection declaration and the separate Data Processing Agreement (DPA). Synthropia processes data exclusively on behalf of and according to the instructions of the customer as the controller within the meaning of the GDPR.

6.2

Aurili exclusively creates transcripts of conversations. No audio data is recorded or stored. The "Aurili Memory" function:

• Stores a maximum of the last three conversation contents per caller telephone number
• Automatically deletes memories after 90 days
• Allows manual deletion of individual memories by the owner
• Is completely deleted when the company account or workspace is deleted

6.3

Synthropia ensures the following technical and organizational measures:

• Encryption of data transmission and storage
• Strict access controls and authorization concepts
• Complete separation of workspaces and customer data
• Regular backups for data security
• Monitoring and logging of security-relevant processes

6.4

Primary data storage and processing take place in a data center in Frankfurt, Germany. Individual AI models may use services outside of Germany. The current list of service providers used and their locations is transparently documented in the Data Processing Agreement.

6.5

The customer is obliged to respect the rights of end customers (callers) in accordance with the GDPR. Synthropia supports the customer in fulfilling data subject rights within the scope of technical possibilities. Detailed information on data protection for end customers is regulated in the separate data protection declaration for callers.

7.1

Synthropia guarantees the technical availability of the platform and Aurili services at 98.5% on an annual average. The software is provided according to the functions described in the service description.

7.2

Aurili is based on various AI models which, despite ongoing improvements and adjustments, cannot guarantee complete freedom from errors. Synthropia does not guarantee:

• The accuracy, completeness, or appropriateness of statements made by Aurili
• The conformity of AI-generated responses with the actual intentions or requirements of the customer
• The complete consistency of responses to similar questions
• Specific call outcomes or success rates

7.3

Synthropia undertakes to:

• Continuously monitor and improve AI models
• Promptly rectify identified systematic errors
• Regularly update the AI technologies used
• Maintain appropriate quality standards

7.4

A defect is considered a significant deviation from the agreed functionality of the software. The following are not considered defects:

• Individual incorrect or inappropriate AI responses
• Minor deviations in call handling
• Different responses to similar questions
• Temporary restrictions during updates or maintenance
• Misunderstandings in the interpretation of caller concerns
• Incomplete or inaccurate call summaries
• Errors in speech or accent recognition
• Inaccuracies in call categorization
• Errors in prioritizing concerns
• Variations in call duration
• Different levels of detail in responses

7.5

The customer is obliged to:

• Report defects immediately and in detail
• Cooperate in the analysis and rectification of defects
• Provide relevant information for troubleshooting

7.6

Synthropia is not liable for damages caused by:

• Use of AI-generated content
• Business decisions based on Aurili interactions
• Indirect or consequential damages from incorrect AI responses
• Misinterpretations by the AI
• Delays or business losses
• Incorrect appointment scheduling
• Reputational damage
• Incorrect prioritization
• Incomplete call logs
• Misunderstood customer inquiries
• Incorrect transmission of information
• Unrecognized important information
• Incorrect interpretation of customer wishes
• Incorrect recording of callback requests
• Insufficient recognition of emergencies
• Incorrect processing of payment information
• Misunderstood legal inquiries
• Incorrect disclosure of confidential information

7.7

The customer acknowledges that the development and improvement of AI models is an ongoing process. Synthropia is entitled and obliged to regularly update and adapt the AI models to improve the quality of the service.

8.1

Synthropia is liable without limitation in the following cases:

• for intentional or grossly negligent actions
• for culpable injury to life, body, or health
• according to the mandatory provisions of the Product Liability Act
• to the extent of a guarantee or assurance expressly assumed by Synthropia

8.2

In cases of slight negligence, Synthropia is only liable for the breach of an essential contractual obligation (cardinal duty). Cardinal duties are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely. In these cases, liability is limited to the compensation of foreseeable, typically occurring damage.

8.3

Liability for data loss is limited to the typical recovery effort that would have occurred if the customer had made regular and risk-appropriate backups. This limitation does not apply in cases of intent and gross negligence.

8.4

For AI-generated content, the following applies:

• Synthropia is liable for damages resulting from errors or incompleteness of the configuration options implemented by Synthropia in Aurili, if these damages are based on intent or gross negligence on the part of Synthropia
• For damages resulting from statements or recommendations generated by Aurili, which arise despite careful development and optimization of the AI-based software, Synthropia's liability is excluded, unless these damages fall under paragraph 8.1

8.5

The customer indemnifies Synthropia against all claims by third parties asserted against Synthropia due to unlawful use of Aurili by the customer or due to disputes between the customer and third parties in connection with the use of Aurili. The customer shall bear the costs of Synthropia's necessary legal defense, including all court and attorney fees.

8.6

Liability in cases of slight negligence is limited in amount to:

• EUR 25,000 per damage event
• EUR 50,000 for all damage events within one contract year

8.7

The foregoing limitations of liability also apply to breaches of duty by persons for whose fault Synthropia is responsible according to statutory provisions.

8.8

Any further liability of Synthropia is excluded. In particular, liability for initial defects is excluded unless the conditions of paragraphs 8.1 or 8.2 are met.

9.1

The contract begins with registration on the platform. The initial 7-day trial phase allows free use of the Max plan. After the trial phase expires, the account is automatically converted to the Free plan unless another tariff is selected. The term of paid plans is extended by one month each time unless terminated.

9.2

Ordinary termination can be effected at any time directly via the platform and becomes effective immediately. For paid plans, a pro-rata refund of fees already paid for the current billing period will be made. After termination of a paid plan, the account is automatically converted to the Free plan unless otherwise selected.

9.3

Tariff changes can be made at any time via the platform. The following applies:

• The basic fee of the new tariff becomes effective immediately
• In case of an upgrade, the basic fee for the remaining billing period will be calculated on a pro-rata basis
• In case of a downgrade, the basic fee for the remaining billing period will be refunded on a pro-rata basis

Usage-dependent costs are always calculated according to the tariff valid at the time of the respective use. This means:

9.4

The right to extraordinary termination for good cause remains unaffected. Good cause for Synthropia exists in particular in cases of:

• Payment default according to § 4 (4)
• Breach of usage restrictions according to § 5 (6)
• Misuse of services
• Breach of essential contractual obligations

9.5

Upon contract termination:

• All customer data and call logs will be deleted
• Aurili numbers will be released for other companies after 30 days
• All access to the platform will be deactivated

Before deletion, the customer has the opportunity to export their data. Data deletion is carried out in accordance with the provisions of § 6.

10.1

These GTC and all legal relationships between Synthropia and the customer shall be governed by the laws of the Federal Republic of Germany.

10.2

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Düsseldorf, provided the customer is a merchant, a legal entity under public law, or a special fund under public law.

10.3

Regarding amendments to the GTC, the following applies:

• Synthropia reserves the right to amend or supplement these GTC with effect for the future
• Amendments will be announced to the customer by email at least 30 days before they come into effect
• The amendments are deemed approved if the customer does not object within 30 days of receiving the amendment notification
• Synthropia will inform the customer in the amendment notification about their right to object and the significance of the objection period
• In the event of an objection, Synthropia is entitled to terminate the contract at the time the amendments come into effect

10.4

Amendments and supplements to these GTC must be in writing. This also applies to the amendment of this written form clause itself. The written form requirement can also be met by email.

10.5

Should individual provisions of these GTC be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by one that comes closest to its economic purpose. The same applies to any regulatory gaps.