General Terms and Conditions

1.1. These General Terms and Conditions ("GTC") apply to all services provided by Aliru GmbH (hereinafter referred to as "Provider") under the domain "sally.io" and the associated subdomains as well as via the Provider’s mobile applications.

1.2. The Provider provides all services exclusively on the basis of these terms and conditions.

1.3. Any terms and conditions of the customer that deviate from these GTC in whole or in part, provided that the customer is an entrepreneur, shall not be recognised without the express written consent of the Provider.

2.1. The Provider shall provide the Customer with a software solution for use solely as a Software-as-a-Service ("SaaS") service within its area of availability (from the interface between the data centre and the Internet) ("SaaS Solution"). Access takes place via a browser or via the Provider’s mobile applications ("App"). The App serves as an access client to the SaaS Solution and additionally enables the recording of in-person conversations.

2.2. The scope of the individual services is set out in the description of the SaaS solution valid at the time of conclusion of the contract.

2.3. The Provider may make changes to the SaaS Solution and to the App to the extent that this is reasonable, taking into account the interests of the Customer.

2.4. The Provider may change its services to the extent that this is reasonable, taking into account the interests of the Customer.

2.5. In order to ensure the security, availability and resilience of the SaaS solution and the App, the Provider may make changes, including updates and upgrades, insofar as this is reasonable taking into account the interests of the Customer.

2.6. The establishment and maintenance of the Internet connection between the described transfer point and the customer’s IT system or end device are not owed.

2.7. Further services, such as the development of individual solutions or customer-specific adaptations to the SaaS solution or the App, are not owed and require a separate contract.

3.1. The SaaS solution contains AI-based functions, in particular for the automated transcription, summarisation and analysis of meeting content. The results generated by these AI components (in particular transcripts, summaries, evaluations) are supporting, automatically generated results.

3.2. The customer acknowledges that AI-generated results may, despite due care in model selection and configuration, be incomplete, faulty or misleading. The provider does not warrant the substantive correctness or completeness of individual AI results.

3.3. The customer is obliged to review AI-generated results on their own responsibility before using them in sensitive, legally relevant, regulatorily relevant or economically significant contexts. Any use as the sole basis for decisions is at the customer’s own risk.

3.4. Content provided by the customer (in particular audio, video and metadata from meetings) shall not be used for the training or further development of the AI model underlying the SaaS solution. Use of the content by the provider for its own business purposes outside the provision of the contractual service is excluded. This also applies to non-personal data.

3.5. The provider may exchange or further develop the underlying AI models, model versions and AI sub-services, provided that the contractual functional purpose and the agreed level of security are preserved. The customer has no claim to a specific AI model, model version or specific AI sub-service provider.

4.1. The customer shall receive the non-exclusive, non-transferable and non-sublicensable right to use the SaaS solution for the duration of the contract. Contractual use includes access to the SaaS solution via telecommunications (via the Internet) and access to the functionalities of the SaaS solution via a browser. Furthermore, contractual use includes access to the SaaS solution via the mobile application to the functionalities of the SaaS solution.

4.2. The customer is not entitled to make the SaaS solution or parts thereof accessible to third parties. In particular, the customer is not permitted to sell, lend, rent or otherwise sublicense the SaaS solution or parts thereof. This does not apply to parts of the SaaS solution that must be offered publicly as part of the scope of services of the SaaS solution.

4.3. The customer shall not receive any further rights of use, in particular to the software or middleware itself or the infrastructure services in the respective data centre.

4.4. Use of the SaaS solution under the “Pro” and “Enterprise” plans is subject to a fair use policy. The processing of meeting content (in particular transcription and summarisation) is limited per user to an average of 8 hours of meetings per day under the “Pro” plan and an average of 12 hours of meetings per day under the “Enterprise” plan. Only the days from Monday to Friday are relevant; the calculation is made over the respective calendar month on the basis of the days from Monday to Friday it contains. If a user exceeds this volume, the Provider is entitled to throttle or limit use to the extent necessary.

4.5. In addition to the prohibition under 4.2, the customer is in particular prohibited from:

• (a) setting up, transferring or otherwise enabling access to the SaaS solution for third parties, including via shared accounts;
• (b) offering, advertising or distributing services of the SaaS solution in its own name or under its own brand;
• (c) integrating the SaaS solution or its functions into its own products or services via interfaces and making them accessible to third parties;
• (d) naming the Provider to third parties as a processor, sub-processor or subcontracted service provider without a corresponding agreement with the Provider being in place.

4.6. The use of the results generated with the SaaS solution, in particular transcripts and summaries, within the customer’s own business activities remains permissible, including passing on individual results to the customer’s own customers or clients. This provision does not establish any right to enable third parties to use the SaaS solution itself.

4.7. For each case of culpable violation of 4.5, the customer undertakes to pay a contractual penalty of EUR 5,000. Each third party to whom the customer has enabled use contrary to 4.5, as well as each naming of the Provider contrary to 4.5 (d), shall be deemed one case. In the event of a continued violation, the contractual penalty shall be incurred again for each commenced month of continuation, beginning with the receipt of a warning notice from the Provider.

4.8. At the Provider’s request, the customer is obliged to provide information on the nature and extent of a violation of 4.5. The information shall cover the number and designation of the third parties concerned, the period of use, the number of accesses set up and the volume of content processed. The Provider may have the accuracy of the information verified by a third party bound by professional secrecy. The customer shall bear the costs of the audit if the customer has not provided the information, has not provided it in full or has not provided it within the reasonable period set by the Provider, or if the audit reveals a deviation to the customer’s detriment of more than five per cent of the actual scope of use. Otherwise, the Provider shall bear the costs.

4.9. The customer is obliged to subsequently acquire the licences required for the period of the violation at the price list valid at the time. The claim for subsequent licensing exists in addition to the contractual penalty.

4.10. In the event of a violation of 4.5, the Provider is entitled to block access to the SaaS solution without prior warning and to terminate the contractual relationship without notice for good cause. 11.2 shall apply accordingly.

4.11. A forfeited contractual penalty shall be offset against any further claim for damages by the Provider. The assertion of further claims, in particular for injunctive relief and damages, remains unaffected.

4.12. The provisions in 4.7 to 4.11 do not apply to consumers.

5.1. The Provider guarantees 99% availability of the SaaS solution on a quarterly basis. The availability commitment relates to the server-side provision of the SaaS solution. The functionality of the App on the customer’s end device additionally depends on that device, its operating system and the network connection and is not covered by this commitment.

5.2. This does not include scheduled maintenance work on the SaaS solution. Scheduled maintenance work shall be announced to the customer at least three days in advance by electronic means (e.g. by email or in the customer portal). Scheduled maintenance work shall not affect the availability of the SaaS solution for more than five hours in any calendar month. Also excluded are unplanned downtimes ("malfunctions") and time lost in remedying malfunctions for reasons not attributable to a breach of duty by the provider, in particular malfunctions attributable to force majeure.

5.3. The customer shall notify the provider of any disruptions to the availability of the SaaS solution immediately after becoming aware of them and shall check whether a disruption lies within its own area of responsibility.

5.4. The response time is the period from receipt of a proper fault report to the qualified response by the provider’s technical support. The receipt in the provider’s ticket system is decisive. Classification is based on the following priority levels:

5.5.1. If the fault report is received during the provider’s business hours (Monday to Friday, 9:00 a.m. to 5:30 p.m., Europe/Berlin time zone), fault rectification shall commence within the response periods set out in § 5.4. For P1 faults, the deadline continues to run on a calendar basis and applies also outside business hours.

5.5.2. If the fault report is received outside business hours, fault rectification shall commence on the following working day. P1 faults are exempt; here, the response shall occur within the 4-hour period from receipt.

5.5.3. If fault rectification requires information, approvals, test data or other cooperation from the customer, the rectification period shall be suspended until the required cooperation is received. The provider shall notify the customer of this.

5.5.4. Workarounds may be provided as interim measures; full rectification shall follow.

5.5.5. Deviating response or rectification times are not owed and require a separate agreement.

6.1. Use of the SaaS solution requires access via a currently supported browser in a sufficiently up-to-date version. The provider recommends using the latest version of a commonly used browser (e.g., Google Chrome, Mozilla Firefox, Microsoft Edge, Safari). Use of the App requires a mobile end device with a sufficiently up-to-date operating system; the current versions of iOS and Android are supported.

6.2. Malfunctions due to software that is not sufficiently up to date or due to an unsupported operating system do not constitute a defect in the SaaS solution.

6.3. For its operation, the App requires access to individual functions of the end device, in particular to the microphone for recording conversations and, depending on the function used, to calendars and notifications. These permissions are used exclusively for the purposes stated in each case. If required permissions are not granted or are subsequently withdrawn, the functions concerned will not be available or will be available only to a limited extent. This does not constitute a defect.

6.4. To use online payment methods within the SaaS solution, the customer must have accounts with the respective payment providers. The provider only provides the necessary interfaces.

7.1. Insofar as the Provider has access to personal data of the Customer or from the SaaS solution, it shall act exclusively as a processor and shall process and use this data only for the purpose of executing the contract.

7.2. The customer shall conclude an agreement with the provider for order processing in accordance with Art. 28 GDPR, insofar as the provider processes personal data on its behalf.

7.3. The processing and storage of conversation data recorded via the App takes place in the same way as when using the SaaS solution via the browser. The same technical and organisational measures, the same processing locations and the same retention and deletion rules apply in accordance with the data processing agreement.

7.4. The customer shall remain the controller both in general in the contractual relationship and in terms of data protection law. If the customer processes personal data (including collection and use) in connection with the contract, the SaaS solution and the App, it shall ensure that it is entitled to do so in accordance with the applicable provisions, in particular data protection provisions, and shall indemnify the provider against any claims by third parties in the event of a breach.

7.5. For the purpose of providing the best possible service and support in connection with the use of the SaaS solution, the provider may pass on certain contact details of the customer (such as name, email address and telephone number) to certified Sally partners, provided that this information has been supplied by the customer.

7.6. The partners are entitled to use the transmitted contact details in order to contact the customer in the context of onboarding, support, expansion of use or individual consulting services in connection with the SaaS solution.

7.7. In doing so, the partners act on behalf of the provider or within the framework of a partnership with the provider. They are contractually obliged to maintain confidentiality and to comply with applicable data protection requirements.

7.8. The customer may object to the transfer of their data to certified partners at any time with effect for the future. In this case, personal support by a Sally partner may not be able to be guaranteed.

8.1. By taking out a subscription, the customer agrees that the provider may use the customer’s company logo free of charge and for an unlimited period of time exclusively for marketing and reference purposes on its own website (www.sally.io) and in other communication media.

8.2. The customer may object to this use at any time by notifying the provider in writing. In this case, the provider shall remove the customer’s logo from the relevant platforms within a period of 7 days.

8.3. The customer warrants that they are authorised to grant this consent and that no third-party rights prevent such use.

9.1. The customer shall protect the access authorisations assigned to them or the users, as well as identification and authentication information, from access by third parties and shall not disclose them to unauthorised persons.

9.2. The customer is obliged to indemnify the provider against all claims by third parties arising from legal violations based on unlawful use of the SaaS solution or the App by the customer or with the customer’s approval. If the customer recognises or should recognise that such a violation is imminent, they are obliged to inform the provider immediately.

9.3. The customer is obliged to comply with their applicable local laws. The customer is obliged to provide public parts of the SaaS solution with a provider identification ("imprint") in accordance with the legal requirements.

9.4. The customer is responsible for the content they distribute via the SaaS solution. They must ensure that the data they make available does not infringe the rights of third parties. The customer assumes full liability for ensuring that the data they provide, enter or feed into the SaaS solution complies with competition, labelling, name and copyright laws. Furthermore, the customer undertakes not to make available, feed into or enter into the SaaS solution any content that is pornographic, glorifies violence, is discriminatory, prohibited by law, harmful to minors, contrary to public decency or endangers public order and safety. This also applies if such content is made accessible via links ("hyperlinks") set up by the customer to third-party websites. If such content occurs or is classified as such by automated security mechanisms/content filters, transcription and/or analysis may fail in whole or in part or be restricted. This does not constitute a defect in the SaaS service. In such a case, the customer may contact the provider (support); the provider will then work with the customer to investigate the cause and possible remedies/alternatives.

10.1. The customer is responsible for using the SaaS solution in meetings only in a legally permissible manner. In particular, it is incumbent on the customer to:

• (a) inform meeting participants in a transparent manner about the use of the SaaS solution and its functions before processing begins;
• (b) obtain the necessary consents, approvals or other legal bases for the processing of personal data, to the extent required by law;
• (c) comply with labour law, works constitution law, professional law and data protection requirements, in particular any co-determination rights of the works council and professional confidentiality obligations (e.g. § 203 German Criminal Code);
• (d) ensure that the SaaS solution is not used for impermissible behavioural or performance monitoring of employees or for any other impermissible surveillance;
• (e) ensure that the SaaS solution is not used covertly or without the necessary information being provided to participants.

10.2. For recordings of in-person conversations via the App and for audio and video files uploaded by the customer, the automatic notice in the meeting chat and the objection procedure via the chat command are technically not available. In these cases, the customer shall ensure that all conversation participants are informed about the recording and the subsequent processing before the recording begins and that they are able to object to the recording. An objection must be observed; the recording shall not take place or shall be ended, and the data recorded up to that point shall be deleted.

10.3. The customer shall indemnify the provider against any third-party claims arising from a breach of the obligations under paragraphs 1 and 2.

11.1. In the event of an unlawful breach by the customer of one of the essential obligations (“cardinal obligations”) set out in this contract, in particular in the event of a breach of the obligations set out in 4.5, 9.3, 9.4 and 10.1, the provider is entitled to block access to the SaaS solution and its data.

11.2. The blocking shall only be lifted once the breach of the essential obligation in question has been permanently remedied.

11.3. The Provider is entitled to delete the data concerned in the event of a breach of 9.3 and 9.4.

11.4. In the event of permanent or regular breaches, in particular of the obligations specified in 4.5, 9.3, 9.4 and 10.1, the Provider may terminate the contractual relationship without notice after issuing a warning.

12.1. The prices and usage-based fees incurred depending on the SaaS solution are set out in the Provider’s current price list.

12.2. The prices consist of a monthly basic fee and the usage-based fees incurred depending on the SaaS solution.

12.3. Fees are payable monthly and in advance for the term of the contract, unless a shorter billing period has been agreed.

12.4. The usage-based fees shall be invoiced separately at the end of each contract term or upon termination of the contract.

12.5. Even after termination of the contract, the customer remains obliged to pay the usage-based fees incurred during the contract period.

12.6. All invoices shall be provided to the customer as electronic invoices by email. If the customer requests that an invoice be sent by post, the provider may charge a fee for this in the amount of the shipping costs incurred.

12.7. The provider is entitled to change the prices at the beginning of the next contract period with a reasonable notice period of at least three months. If the customer does not object to the price change within a reasonable period set by the provider, the price change shall be deemed approved. The provider shall inform the customer in the announcement of the price adjustment that the price adjustment shall take effect if the customer does not object.

12.8. If the customer is in default of payment, the provider is entitled to block access to the SaaS solution.

13.1. The provider is entitled to send the customer information about updates, new functions and relevant topics in connection with the software offered by email at irregular intervals, but no more than once a month.

13.2. The customer may object to receiving these emails at any time with future effect without incurring any costs other than the transmission costs according to the basic rates. The objection can be made via a unsubscribe link contained in each email or by notifying the provider.

13.3. The provider processes the data required for dispatch in accordance with the applicable data protection regulations. Further information on data processing can be found in the provider’s privacy policy.

14.1. By clicking on "Order with obligation to pay" or "Subscribe with obligation to pay", the customer submits an order and makes a binding offer to enter into a contract. The provider will immediately confirm receipt of the order to the customer.

14.2. The contract with the customer shall only come into effect upon express acceptance of the contract by the provider or upon the first act of performance.

14.3. The provider is entitled to accept the customer’s contract offer within three working days of receipt by the provider. The provider is entitled to reject the contract offer without giving reasons.

14.4. The contract may be terminated with 30 days’ notice, but no earlier than the end of the minimum contract term. Otherwise, the contract shall be extended for a further contract term unless it is terminated with 30 days’ notice before the end of the respective extension period.

14.5. The contract may also be terminated by either party without notice for good cause. Good cause entitling the Provider to terminate the contract shall include, in particular, if the Customer violates the Provider’s rights of use by using the SaaS solution beyond the scope permitted under this contract and fails to remedy the violation within a reasonable period of time after receiving a warning from the Provider, as well as in the cases set out in 4.10. An important reason entitling the customer to terminate the contract shall be deemed to exist in particular if the provider makes a price change or unilaterally changes other essential components of the contract.

14.6. Upon termination of the contract, the provider shall irrevocably delete all customer data stored in the SaaS solution and the customer’s account. In the event of termination by the provider, the customer shall have the option of continuing to view the data stored in the SaaS solution for up to 30 days after termination of the contract and of backing up this data from the SaaS solution at their own responsibility. Data that the provider is not permitted to delete due to legal regulations may alternatively be blocked and deleted only after the regulation has ceased to apply.

15.1. If the customer is a consumer, they are entitled to the statutory right of withdrawal described below.

15.2. After setting up the customer account, the customer will be asked for their consent to begin performing the commissioned service before the end of the withdrawal period.

16.1. The Provider shall be liable without limitation in the event of intent or gross negligence on the part of the Provider or one of its vicarious agents, for injury to life, limb or health or for breach of a material contractual obligation (cardinal obligation) in a manner that jeopardises the purpose of the contract, as well as within the scope of its own liability towards affected parties within the framework of the provisions of Art. 82 GDPR.

16.2. In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the provider’s liability shall be limited to the damage that was foreseeable and typical for the provider at the time the contract was concluded. This does not apply to breaches of data protection obligations in order to comply with the requirements of the GDPR.

16.3. The provider shall not be liable to any further extent. In particular, the provider shall not be liable for initial defects unless the conditions set out in 16.1 or 16.2 are met.

16.4. The provider accepts no liability for disruptions to telecommunications connections on lines within the Internet, in cases of force majeure, or in cases of fault on the part of third parties or the customer themselves.

16.5. If the customer is a merchant, a legal entity under public law or a special fund under public law, liability shall be limited to the sum of the contractual fees paid by the customer to the provider for the period of the last 12 months prior to the occurrence of the damaging event within the scope of the specific contractual relationship, except in cases of intent and gross negligence. This maximum limit also applies to claims arising from a breach of data protection obligations; the exception in 16.2 relates exclusively to the limitation to foreseeable and typical damage and does not affect the maximum limit under this paragraph. Statutory liability towards data subjects under Art. 82 GDPR remains unaffected.

17.1. The provider shall be released from its obligation to perform under this contract if and to the extent that the non-performance of services is due to circumstances of force majeure occurring after the conclusion of the contract.

17.2. Circumstances of force majeure include, for example, wars, strikes, unrest, expropriations, fundamental changes in the law, storms, floods and other natural disasters, as well as other circumstances beyond the Provider’s control, in particular Internet or infrastructure failures caused by third parties, water ingress, power failures and interruptions or destruction of data lines.

17.3. The provider shall inform the customer immediately in writing of the occurrence of a case of force majeure.

18.1. This contract is governed by the laws of the Federal Republic of Germany, excluding the provisions of conflict of laws, the UN Convention on Contracts for the International Sale of Goods and the CISG. The place of jurisdiction is the registered office of the provider, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.

19.1. We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board and will decide on a case-by-case basis whether to participate.