Business Terms and Conditions (B2B)

1. Provider, scope and customer group

The contracting party for all contracts concluded under these Terms is Dietrich Martens, trading as BuyD, Leifstr. 27, 81549 Munich, Germany (“BuyD”).

These Terms apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code, legal entities under public law, special funds under public law and comparable foreign business customers. The customer confirms that it concludes the contract for its commercial, self-employed or professional activities. No consumer contracts are concluded on the basis of these Terms.

These Terms apply worldwide where BuyD may lawfully provide the service at the destination concerned. Any customer terms deviating from these Terms apply only if BuyD has expressly accepted them in text form.

2. Services and products

BuyD provides strategy, consulting, development, implementation, integration, hosting, support, marketing and analytics services, including CRM, ERP, websites, apps, automation, data, AI and digital infrastructure.

The product portfolio includes BuyD Conversations, Zalanga Translate, Zalanga Mobile, Zalanga Reader, Zalanga Voice Studio, Zalanga Operations Hub, Zalanga Delivery Platform, Vitriva CRM, BuyD Spatial Tracking and BuyD Touchless 3D. Product status, features, usage limits, system requirements and availability are determined exclusively by the applicable proposal, service description or order form.

Website descriptions, demos, roadmaps, forecasts and service information are non-binding and do not constitute a contractual offer. Features labelled pilot, beta, early access, preview or planned are not warranted features of a production service.

3. Contract formation and order of precedence

Website, contact and demo enquiries are non-binding. A contract is formed only when a customer accepts an individual BuyD proposal, BuyD issues an order confirmation, or the parties expressly agree otherwise in text form.

Individually negotiated terms prevail. They are followed, for their respective subject matter, by the proposal or order form, a service description or statement of work, a data processing agreement, an SLA or product-specific terms, and then these Terms. More specific provisions prevail over general provisions.

BuyD may treat statements by the customer contacts nominated for project, purchasing or administration matters as authorised for that area unless the customer notifies BuyD otherwise.

4. Customer cooperation

The customer provides all information, contacts, approvals, data, test cases, access credentials, interfaces, licences and suitable technical environments required for the service in good time. It verifies that supplied content and data are accurate, complete and may lawfully be used.

The customer protects credentials, establishes appropriate roles and permissions, and promptly informs BuyD of security incidents, defects or unauthorised use.

Deadlines are reasonably extended where delays result from late or insufficient customer cooperation. After prior notice, BuyD may charge documented additional effort caused by the delay at the agreed rates.

5. Project and implementation services

Consulting, strategy, ongoing management, marketing, support and comparable activities are services. A particular commercial, technical or advertising result is owed only where expressly agreed as an acceptance-ready deliverable.

Software, websites, configurations, concepts or other defined deliverables subject to acceptance are produced according to the criteria in the proposal. Time and effort estimates are non-binding unless expressly designated as binding.

Implementation, migration, training and setup are separate services and are not automatically included in a subscription fee. The production subscription period begins at the agreed go-live or in accordance with section 9.

6. Acceptance of deliverables

Upon completion, BuyD makes the agreed deliverable available and requests acceptance. The customer tests it within ten business days unless the proposal sets another reasonable period.

A refusal of acceptance must identify at least one specific material defect within the review period. Minor defects do not prevent acceptance and will be addressed through remediation.

If the customer does not respond, BuyD may set a further reasonable acceptance period after completion and point out the statutory consequences. Partial acceptance applies only where agreed or where the relevant part is independently usable and separable.

7. Change requests

A change to the agreed scope is documented as a change request in text form. Before implementation, BuyD informs the customer of identifiable effects on fees, timing, dependencies and acceptance criteria.

BuyD is not required to begin the change until it has been approved. Until then, the original scope continues where technically and operationally reasonable. Analysis of extensive changes may be chargeable following prior notice.

8. Trials, pilots, beta and early access

Self-service products may, where offered, be tested for 14 calendar days. Products requiring implementation or a managed pilot generally have a 30-calendar-day trial or pilot period from provision of test access. The proposal may specify another duration.

Trial, pilot, beta and early-access services may have limited functionality, be unstable or change at short notice. They are not intended for production, safety-critical or business-critical use unless the order expressly states otherwise. An SLA applies only if expressly agreed.

A free trial does not automatically become chargeable. Payment obligations arise only where the proposal or order form expressly sets out a paid continuation with its start date, price and term, or where the customer places a separate order. Unless agreed otherwise, one free trial per customer and product is available.

9. Subscription start, term and termination

For self-service products, the paid subscription begins upon expressly ordered activation after the trial. It runs monthly and may be terminated on one month’s notice to the end of the current billing period.

For managed products requiring implementation that are not CRM or ERP solutions, the subscription begins at the agreed go-live or expressly agreed end of the trial. The initial minimum term is three months. It then continues indefinitely and may be terminated on one month’s notice to the end of the billing period.

For CRM and ERP products, including Vitriva CRM and modules individually designated as CRM or ERP solutions, the initial minimum term is twelve months from go-live or the expressly agreed subscription start. It then continues indefinitely and may be terminated on one month’s notice to the end of the billing period.

Where a system is technically ready but cannot go live solely because of missing customer cooperation, BuyD may apply the agreed subscription start after notifying the customer of readiness and allowing a reasonable cure period. This does not apply while a material defect attributable to BuyD prevents contractual use.

Any different product-specific term must be clearly stated in the proposal. Termination requires at least text form. Either party’s right to terminate for cause remains unaffected.

10. Fees, invoices and third-party costs

All prices are net prices plus applicable VAT. Invoices are due within 14 calendar days without deduction. Electronic invoices may be sent to the billing address specified by the customer.

Ongoing services and subscription fees are invoiced monthly in advance. Usage-based telephony, API, model, storage or transaction charges are invoiced monthly in arrears based on actual or agreed use.

Unless the proposal states otherwise, projects up to a net order value of EUR 5,000 are invoiced 50 per cent on order and 50 per cent on acceptance. Larger projects are invoiced 40 per cent on order, 30 per cent at the agreed milestone and 30 per cent on acceptance.

Advertising budgets, domains, hosting, hardware, travel, licences, shipping and other third-party costs are payable in addition unless expressly included. Wherever possible, the customer orders them directly or approves and prepays them before they are incurred.

Statutory default interest and fixed compensation for transactions without consumer participation apply to late payments. Following an unsuccessful reminder and reasonable cure period, BuyD may suspend affected services where proportionate. Set-off and retention are permitted only for undisputed or finally adjudicated claims, or claims arising from the same contractual relationship.

11. Availability, support and maintenance

Specific availability, recovery or response times are owed only where expressly agreed in an SLA or proposal. Without an SLA, BuyD operates production services with reasonable commercial and technical care.

Standard support is available on Bavarian business days from Monday to Friday, 9:00 to 17:00 German time. BuyD aims to provide an initial response by the following business day; this is not a commitment to resolve the matter within that time.

Planned maintenance is announced at least 48 hours in advance where possible and carried out outside usual core hours. Security and emergency maintenance may take place at short notice. Internet, power, customer-system or third-party failures outside BuyD’s responsibility do not count as BuyD-caused unavailability.

12. Access, permitted use and technical changes

The customer uses products only within the agreed scope and through authorised users. Accounts may not be shared unless the product expressly allows it. User, storage, transaction and usage limits are set out in the proposal.

Prohibited use includes unlawful content, attacks, malware, circumvention of security or usage controls, unauthorised access, rights infringements and use that unreasonably affects systems or other customers.

BuyD may provide security updates, bug fixes and reasonable technical changes where the agreed core benefit is not materially reduced. The customer installs required updates in customer-operated environments and maintains agreed system requirements.

13. AI features, automation and communications

AI outputs are based on statistical methods and may be incomplete, inaccurate, ambiguous or non-reproducible. BuyD does not guarantee factual accuracy or fitness for a purpose not expressly agreed. The customer implements human review, approval and oversight appropriate to the risk.

The customer is responsible for the lawfulness of its inputs, knowledge bases, contact lists, communications, decision rules and use cases. It ensures necessary consent and information, particularly for telephony, direct marketing, automated communications and personal-data processing.

Call recording is disabled by default and may be activated only on documented customer instruction and with a valid legal basis. Voice cloning, voice profiles and data comparable to biometrics may be used only with documented authority and any required consent of the person concerned.

The customer informs people about interactions with AI where required by law or appropriate to the context. Without a separate written agreement, products may not be used for prohibited AI practices, safety-critical controls or fully automated decisions with significant legal or comparable effects in medicine, employment, credit, insurance, justice or critical infrastructure.

14. Marketing, analytics and strategy services

Marketing, SEO, campaign, analytics and strategy services are provided as professional activities, not as guarantees of rankings, leads, revenue, reach, conversion rates or return on investment. Forecasts and projections are non-binding.

The customer reviews and approves advertising claims, target groups, budgets, creative materials, legal notices and published content. It remains responsible for the lawfulness of its offers, products and sector communications.

Advertising, analytics, domain and platform accounts should wherever possible be held in the customer’s name and under its control. The customer pays media budgets and platform charges directly. Policy changes, suspensions and technical limitations of platforms are outside BuyD’s control.

15. Integrations and third parties

Products may integrate cloud, hosting, telephony, payment, model, analytics, advertising, mapping, social-media or interface providers. Unless agreed otherwise, the customer obtains and pays for required accounts and licences.

Third-party terms also apply to third-party services. BuyD is not responsible for a third party’s changes, discontinuation, suspension or outage unless attributable to BuyD. Adaptations required by changed third-party interfaces may be agreed as additional work.

BuyD may use suitable subcontractors and technical providers and remains responsible to the customer for its own contractual obligations. Data-protection subprocessors are handled in accordance with the data processing agreement.

16. Hardware, Spatial Tracking and Touchless 3D

Hardware used for pilot, trial or early-access projects is generally provided temporarily as loaned or rented equipment unless the proposal provides for a sale. It remains BuyD property, must be treated with care and returned within 14 calendar days after the pilot ends.

The customer uses sensors, devices and prototypes only in the agreed environment, according to supplied instructions and not in safety-critical, medical or regulated applications. Modification, transfer and reverse engineering require BuyD consent unless mandatory law provides otherwise.

From handover, the customer bears the risk of loss or damage caused by it or its agents; contractual wear and tear is excluded. Where a sale is expressly agreed, title remains with BuyD until full payment. Additional delivery, installation, warranty and return terms are set out in the proposal.

17. Customer data and content

Rights in customer data and customer-supplied content remain with the customer or the relevant rights holders. The customer grants BuyD the rights required to perform the contract, provide support and security, back up and export data, and make contractual disclosures to engaged providers.

The customer warrants that it may provide and process data and content to the agreed extent. Special-category personal data, professional secrets, biometric data or particularly sensitive content may be processed only where expressly agreed in advance and appropriately protected.

BuyD does not use confidential customer data to train generally available AI models unless the customer has expressly and separately opted in. Legally required or security-only aggregated analysis that cannot be linked to a customer remains permitted.

18. Data protection and information security

Both parties comply with applicable data-protection law. Where BuyD processes personal data on the customer’s behalf, the parties conclude a data processing agreement before production processing. The customer remains responsible for legal bases, notices, data-subject rights, deletion policies and lawful instructions.

Hosting region, subprocessors, additional security measures, backups and recovery are specified in the proposal, SLA or data processing agreement. No particular backup or archive scope is owed without express agreement.

The customer promptly reports suspected privacy and security incidents and does not share passwords, private keys or other secrets through unsuitable channels.

19. Data export, switching and deletion

At the end of the contract, the customer may retrieve exportable data in a common, structured, machine-readable format where provided by the product and contract. The customer must initiate export in good time and supply details of the destination system for a migration.

Where Chapter VI of Regulation (EU) 2023/2854 (Data Act) applies, statutory switching rights and provider obligations are preserved. Notice to initiate switching is no more than two months, the standard transitional period is generally no more than 30 calendar days and the subsequent retrieval period is at least 30 calendar days. Statutory exceptions for custom-built or time-limited non-production services are identified in the proposal.

After the contractual or statutory retrieval period, BuyD deletes exportable customer data from active systems unless legal retention duties or legitimate grounds require otherwise. Technically unavoidable backup copies are blocked from production use and overwritten in the normal backup cycle. Additional migration, transformation or consulting services may be charged following prior agreement.

20. Usage rights and intellectual property

Following full payment, the customer receives a perpetual, worldwide, non-exclusive right to use individually created project deliverables for the contractual business purpose. Use by affiliated companies and engaged service providers is permitted where required for that purpose. Exclusive, resale or further rights must be expressly agreed.

Pre-existing and generally reusable software, frameworks, libraries, templates, interfaces, methods, models, prompts, designs, know-how and technical components remain with BuyD or their respective rights holders. The customer receives only the rights required to use the agreed result.

For SaaS, the customer receives a non-exclusive, non-transferable right of use for the subscription term and booked scope. Open-source and third-party components remain subject to their respective licence terms.

Project source code for bespoke websites and applications is provided after full payment where stated in the proposal or required for the agreed operation. There is no right to SaaS source code, internal tools or generic platform components.

21. Defects and remediation

The customer reports defects promptly with a reproducible description, affected functions, timing and available reproduction steps. It allows BuyD a reasonable investigation and remediation opportunity.

BuyD may choose to repair the defect or provide a replacement free of the defect. If remediation fails within a reasonable period, statutory remedies apply.

There is no defect to the extent an issue results from an unagreed environment, customer modification, misuse, omitted updates, unsuitable data or third-party services outside BuyD’s responsibility. Particular compatibility or fitness is owed only where expressly defined in the order.

22. Liability

BuyD has unlimited liability for intent and gross negligence, culpable injury to life, body or health, under the German Product Liability Act and within the scope of expressly given guarantees.

For a slightly negligent breach of an essential contractual obligation, liability is limited to the typical damage foreseeable when the contract was concluded. Essential obligations are those whose performance makes proper contract execution possible and on which the customer may regularly rely. Liability for other slight negligence is excluded.

Subject to the above, liability for data loss is limited to the typical recovery effort that would have arisen with appropriate contractual backups. This does not apply where BuyD expressly owed the backup.

The limitations also apply for the benefit of BuyD employees, representatives and agents. Mandatory statutory liability remains unaffected.

23. Confidentiality and references

Each party keeps the other party’s non-public commercial, technical, organisational and personal information confidential and uses it only to perform the contract. Access is limited to people who need it for the service and are appropriately bound to confidentiality.

The obligation applies during the contract and for five years afterwards; trade secrets remain protected for as long as they retain that status. Mandatory disclosures remain permitted, with advance notice to the other party where legally possible.

BuyD may publish the customer’s name, brands, logos or project details as a reference only with prior customer consent.

24. Force majeure

Neither party is liable for delays or failures beyond its reasonable control despite appropriate precautions. This may include natural events, war, terrorism, pandemics, industrial action, government measures, sanctions, widespread energy, telecommunications or cloud outages, and serious cyber incidents not caused by fault.

The affected party promptly informs the other and mitigates the impact where reasonable. Obligations are suspended for the duration and extent of the event. If it lasts more than 60 calendar days, either party may terminate the affected service in text form.

25. Suspension and termination for cause

BuyD may temporarily suspend access or affected functions where there are concrete indications of unlawful use, significant security risks, attacks, danger to other customers or material payment default. Unless urgent action is required, BuyD informs the customer in advance and allows a reasonable cure period.

Either party may terminate for cause. Cause includes a material contractual breach that continues after warning, sustained non-payment, or legal or security risks making continuation unreasonable.

Services provided up to termination, usage charges and non-cancellable third-party costs remain payable. Confidentiality, rights, payment, liability, export and governing-law provisions survive as required by their purpose.

26. International services and export control

The customer complies with export-control, sanctions, import, telecommunications, advertising, AI and data-protection rules applicable in its country of use. Services may not be used for sanctioned persons, prohibited purposes or in prohibited territories.

BuyD may refuse, suspend or end a service where necessary to comply with mandatory rules. The customer bears foreign taxes, duties, bank and transfer charges unless they relate to BuyD income or mandatory law provides otherwise.

27. Contract language, governing law and jurisdiction

The binding contract language is German. Any English or other translation is provided for information only; the German version prevails in the event of a discrepancy.

The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods and conflict-of-laws referrals to the extent their exclusion is permitted. Mandatory law at the place of performance or use remains unaffected.

Munich is the exclusive place of jurisdiction where the customer is a merchant, legal entity under public law, special fund under public law, or has no general place of jurisdiction in Germany and the agreement is legally permitted. Statutory jurisdiction otherwise applies.

Contract changes and additions require at least text form unless stricter form is required. Individually negotiated arrangements remain paramount. If a provision is or becomes invalid, statutory law applies in its place and the remainder of the contract remains effective.