General Terms and Conditions

2.1

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

• Automated telephone 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, these 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 that are continuously updated and optimized. Synthropia reserves the right to adjust 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 is always striving for consistent or improved quality. This applies to:

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

2.4

The range of functions and available features depends on the selected plan (Free or Pay As You Go). The current overview of plans 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, which is operated by Aurili. The customer number assigned during registration is required for identification.
• Standard inquiries will be answered within two business days by email or callback.
• Pay As You Go customers receive preferential processing of their inquiries on weekdays between 9:00 AM and 5:00 PM.

2.6

As a cloud-based service, Aurili is continuously being developed. Synthropia is entitled to adjust, 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 contact information of end customers 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 storage. Call data and customer information are exclusively available in the workspace in which they were created.

3.3

Data collected during service use is not used for training AI models and is not accessible to other customers. Excluded from 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. When deleting the company account, all associated data, including all call data, contact information of end customers and stored memory information, will be irreversibly 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 conversation information exclusively to improve the individual conversation 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 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

Synthropia offers two pricing models:

• Free Plan:
  - No monthly base fee
  - 30 voice minutes monthly included
  - 50 chat conversations monthly included
  - 1 Aurili number included
  - 1 employee access included
  - No payment method required
  - Call forwarding: €0.03 per minute
• Pay As You Go:
  - No monthly base fee
  - Voice minutes according to tier (€0.30 to €0.17 per minute)
  - Chat conversations according to tier (€0.28 to €0.16 per conversation)
  - Additional Aurili numbers: €20.00 per month
  - Additional employee access: €20.00 per month
  - Elevenlabs premium voices: +€0.10 per minute
  - AVI VoiceBridge™: €0.35 per minute
  - When exceeding certain volumes (over 30,000 voice minutes or 6,000 chat conversations monthly), individual enterprise conditions can be agreed upon

Current pricing tiers 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 at a time.

• For the Free Plan:
  - Included services are reset monthly
  - No automatic costs
  - Call forwarding is only charged for actual use
• For the Pay As You Go Plan:
  - Usage-based fees (voice minutes, chat conversations) are calculated and collected at the end of the billing period (postpaid)
  - Fees for additional numbers and employee access are charged monthly in advance
  - A valid payment method must be deposited

4.3

The monthly included services of the Free Plan (30 voice minutes, 50 chat conversations) expire at the end of each billing period and are not carried over to the next month. After consumption of the included services, the voice and chat functions are deactivated for the remaining billing period.

4.4

Synthropia reserves the right to change prices with 30 days' notice. Changes will be communicated to the customer by email. In case of price increases, the customer has a special right of termination and can cancel free of charge until the new prices come into effect. If no cancellation is made, the new prices are considered accepted.

4.5

For Pay As You Go customers: In case of failed payment, the customer immediately receives a notification and request to update their payment details.

4.6

The following payment default regulations (§4.6 to §4.9) apply exclusively to Pay As You Go customers.

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

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

4.7

The restriction includes:

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

4.8

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

4.9

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

5.1

The customer is obligated to:

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

5.2

The customer can configure Aurili individually for each workspace and is obligated to configure Aurili in compliance with GDPR, particularly:

• Requesting recording consent at the beginning of the conversation
• Reference to relevant data protection information

The use of certain functions depends on the selected plan. The customer can submit suggestions for configuration improvements via the platform. Pay As You Go customers additionally receive manual optimization of the Aurili configuration when needed.

5.3

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

5.4

The following technical requirements must be met:

• Use of a current web browser (Safari, Firefox or Chrome-based browsers in current version)
• Setup and assumption of costs for call forwarding from existing telephone number to Aurili number
• Self-responsible information about forwarding costs incurred with the telephone provider

5.5

Expressly prohibited are:

• 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 distribution of illegal or immoral content
• Automated mass calls or DoS attacks
• Resale or unauthorized transfer of services

5.6

Synthropia reserves the right to:

• Check usage for abuse
• Immediately lock accounts if abuse is suspected
• Terminate the contract without notice in case of proven abuse
• Report cases of abuse to competent authorities
• Claim damages for abusive use

5.7

The use of Aurili is exclusively permitted for the customer's direct own use. Use by or for third parties, particularly:

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

is not permitted without prior written consent from 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 privacy policy and the separate Data Processing Agreement (DPA). Synthropia processes the data exclusively on behalf and according to instructions of the customer as the controller within the meaning of the GDPR.

6.2

Aurili exclusively creates transcriptions of conversations. No recording or storage of audio data takes place. The "Aurili Memory" function:

• Stores a maximum of the last three conversation contents per caller telephone number
• Automatically deletes memories after 90 days
• Enables 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 takes place in a data center in Frankfurt, Germany. Individual AI models may use services outside Germany. The current list of service providers used and their locations is transparently documented in the Data Processing Agreement.

6.5

The customer is obligated to protect the rights of end customers (callers) in accordance with 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 privacy policy for callers.

7.1

Synthropia warrants 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 that, despite ongoing improvements and adjustments, cannot guarantee complete error-free operation. Synthropia does not guarantee:

• The accuracy, completeness or appropriateness of statements made by Aurili
• The correspondence of AI-generated responses with the actual intentions or requirements of the customer
• Complete consistency of responses to similar questions
• Specific conversation results or success rates

7.3

Synthropia commits to:

• Continuous monitoring and improvement of AI models
• Timely correction of identified systematic errors
• Regular updating of AI technologies used
• Maintaining appropriate quality standards

7.4

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

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

7.5

The customer is obligated to:

• Report defects immediately and in detail
• Cooperate in the analysis and correction 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
• AI misinterpretations
• Delays or business losses
• Incorrect appointment scheduling
• Reputation damage
• Incorrect prioritization
• Incomplete conversation logs
• Misunderstood customer requests
• Incorrect information transfer
• Unrecognized important information
• Incorrect interpretation of customer wishes
• Incorrect recording of callback requests
• Insufficient recognition of emergencies
• Incorrect processing of payment information
• Misunderstood legal requests
• Incorrect transfer of confidential information

7.7

The customer acknowledges that the further development and improvement of AI models is a continuous process. Synthropia is entitled and obligated to regularly update and adjust the AI models to improve the quality of the service.

8.1

Synthropia has unlimited liability in the following cases:

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

8.3

Liability for data loss is limited to the typical recovery effort that would have occurred with regular and risk-appropriate creation of backup copies by the customer. This limitation does not apply in cases of intent and gross negligence.

8.4

For AI-generated content applies:

• Synthropia is liable for damages resulting from errors or incompleteness of configuration options implemented by Synthropia in Aurili if these damages are based on intent or gross negligence of Synthropia
• For damages resulting from statements or recommendations generated by Aurili and arising 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 from all third-party claims that these assert 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 assumes the costs of Synthropia's necessary legal defense including all court and attorney fees.

8.6

Liability for 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 above liability limitations also apply to breaches of duty by persons whose fault Synthropia is responsible for according to legal provisions.

8.8

No further liability of Synthropia exists. In particular, liability for initial defects is excluded unless the requirements of paragraphs 8.1 or 8.2 are met.

9.1

The contract begins with registration on the platform. Upon registration, the customer automatically starts with the Free Plan. The customer can switch to the Pay As You Go plan at any time. The term is extended by one month at a time unless termination occurs.

9.2

Ordinary termination can be made at any time directly via the platform and takes effect immediately. Pay As You Go customers can switch to the Free Plan at any time. After termination of the entire contract, all customer data will be deleted according to § 6.

9.3

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

• Switching from Free Plan to Pay As You Go is possible immediately after depositing a payment method
• Switching from Pay As You Go to Free takes effect immediately, already consumed services will still be charged
• Additional numbers and employee access can be flexibly added or cancelled

9.4

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

• Payment default according to § 4
• Violation of usage restrictions according to § 5
• Misuse of services
• Violation of essential contractual obligations

9.5

Upon contract termination:

• All customer data and conversation logs will be deleted
• Aurili numbers will be released for other companies after 30 days
• All platform access 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 Terms and all legal relationships between Synthropia and the customer are governed by the law of the Federal Republic of Germany.

10.2

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

10.3

Regarding changes to the Terms:

• Synthropia reserves the right to change or supplement these Terms with effect for the future
• Changes will be announced to the customer by email at least 30 days before they come into effect
• The changes are deemed approved if the customer does not object within 30 days after receipt of the change notification
• Synthropia will inform the customer in the change notification about their right to object and the significance of the objection period
• In case of objection, Synthropia is entitled to terminate the contract at the time the changes come into effect

10.4

Changes and additions to these Terms require written form. This also applies to the change of this written form clause itself. The written form requirement can also be met by email.

10.5

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