General Terms of Use for TroubyMail

1. General provisions and scope

1. TROUBADY GmbH, Stuntzstraße 16, 81677 Munich, Germany (“Trouby”), offers via the URL https://trouby.ai and the URL https://app.trouby.ai (the “Website”) as well as via an add-in for Microsoft Outlook under the brand TroubyMail a web-based software platform for connecting email mailboxes and for the AI-assisted classification of incoming email enquiries and the creation, management and optimisation of knowledge-based reply drafts (the “Software”).
2. Trouby’s offering is directed exclusively at business customers and not at consumers. On entering into the contract, the customer declares that it is an entrepreneur within the meaning of section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law. Entering into a contract with, or use of the platform by, consumers within the meaning of section 13 BGB is excluded.
3. The customer’s own general terms and conditions are expressly excluded and do not apply unless Trouby has expressly agreed to their application in writing.

2. Subject matter of the contract and basic functionality of the Software

1. The Software provides a web-based software platform for connecting email mailboxes and for the AI-assisted classification of incoming email enquiries and the creation, management and optimisation of knowledge-based reply drafts, including an add-in for Microsoft Outlook through which these functions are made available inside the user’s email client. The add-in forms part of the platform; the provisions of this contract governing the platform apply to the add-in accordingly.
2. These contractual terms govern the customer’s use of the Software as presented on the Website (whereby the Website provides only a summary description of the services owed). Where AI models and third-party tools are included, this is apparent to the customer on the Website. The source code underlying the Software, including the algorithms used, is not part of the subject matter of the contract.
3. Trouby makes the Software available to the customer as technical infrastructure. The point of delivery is the access point of the data centre used by Trouby. The customer is itself responsible for creating and maintaining the technical requirements for access to the platform, in particular a functioning internet connection.
4. AI models and third-party tools are operated by the respective provider under its sole responsibility and are made available under its contractual terms. Trouby is not responsible for the AI models and third-party tools, their availability, functionality or security, has no influence on their technical design and excludes any liability in this respect. Providers of AI models and third-party tools may change or discontinue the functions and availability of their services at any time and may thereby also alter or prevent their usability within the platform. Trouby therefore does not warrant any particular availability or function of AI models or of integrations with third-party tools.
5. Trouby is entitled to develop the Software further and to change, adapt, extend or discontinue functions, integrations, interfaces, AI models and other features, provided that the scope of functionality agreed under paragraph 1, taken as a whole across all changes, is not unreasonably impaired as a result. Trouby is obliged to make changes only where these are necessary to maintain the security or functionality of the platform.
6. The Software creates reply drafts and places them in the customer’s own mailbox. Replies are sent exclusively by the customer; Trouby does not send any email on the customer’s behalf and holds no permission to send from the customer’s mailbox. Reviewing and approving a reply draft before it is sent is the customer’s responsibility.

3. Registration and user account

1. Use of the platform requires a workspace to be set up for the customer and the users to be registered within that workspace.
2. The customer is responsible for ensuring that the data it provides when setting up the workspace and administering the customer account is correct, complete and up to date. It must update that data promptly when it changes, in particular company, contact and billing data.
3. The customer may grant access to the platform only to users authorised by it and for whom the necessary rights of use for the platform exist. Access credentials may not be shared between several users. The customer is responsible for the conduct of its users in connection with the use of the platform.
4. The customer and the users are obliged to keep their access credentials for the platform confidential and to protect them against access by unauthorised third parties. Users authorised by the customer within the respective workspace are not deemed third parties within the scope of the permissions assigned to them.

4. Trial and pilot phase

1. The customer may use the platform free of charge for a limited period with a limited scope of functions (the “trial phase”). The trial phase lasts one week unless agreed otherwise. On expiry of the trial phase, the ability to use the platform ends automatically, without any need for termination, if the customer does not enter into a contract for the paid use of the platform.
2. Where the parties agree on a paid pilot phase (the “pilot phase”), the customer is entitled to use the platform for the agreed period and to the agreed extent. On expiry of the pilot phase, the ability to use the platform ends automatically, without any need for termination, if the customer does not enter into a contract for the paid use of the platform. Ordinary termination is excluded for both parties during the pilot phase. The right to terminate for cause remains unaffected.

5. Conclusion of the contract

The presentation of the platform on our Website does not yet constitute a binding offer. The contract is concluded (i) where the customer places an order via our Website, upon provision of the workspace by Trouby, and (ii) where Trouby issues a quotation or order form, upon acceptance by the customer.

6. Rights of use in the Software

1. Trouby grants the customer the non-exclusive and non-transferable right, limited to the term of this contract, to use the platform to the contractually agreed extent. The right of use expires automatically upon termination of the contract.
2. The customer may use the platform only for its own business activities. Use may take place only to the agreed extent.
3. The customer is not entitled to (i) distribute, rent, lease, lend, resell or otherwise make available to third parties the platform or access to the platform, (ii) use the platform to develop its own products or services that have the same or substantially the same functionality as the platform, (iii) activate or use functionality of the platform for which no rights of use have been granted to it, (iv) modify, translate, reproduce, analyse (reverse engineer), decompile or otherwise examine the source code of the platform, algorithms or other program components, unless permitted by mandatory law, (v) remove, circumvent or otherwise alter technical protection measures, copy protection or access control technologies of the platform, (vi) carry out penetration tests, scans or similar examinations of the platform or the underlying infrastructure without Trouby’s prior consent, unless contractually agreed, (vii) remove, obscure or alter notices of intellectual property rights or other legal notices of Trouby or of third parties.

7. Availability of the Software

1. The platform has an availability of at least 99 % on a calendar-month average.
2. Unavailability exists where the platform cannot be reached or its core functions cannot be used at all. There is no unavailability where the platform cannot be reached, or core functions cannot be used, (i) due to circumstances for which Trouby is not responsible, in particular force majeure (e.g. war and war-like conditions, natural disasters, epidemics, pandemics as well as outages of infrastructure providers that are themselves based on force majeure), (ii) due to incorrect operation or use in breach of contract by the customer, or (iii) due to planned maintenance work under paragraph 3.
3. Trouby may temporarily restrict access to the Software for planned maintenance work. Trouby will announce planned maintenance work at least 7 days in advance and will carry it out only on Saturdays and Sundays between 0:00 and 7:00 (CET/CEST). The total duration of planned maintenance windows may not exceed 24 hours per month.
4. This clause does not apply to the availability of any AI models and third-party tools. Trouby does not warrant any particular availability of AI models and third-party tools.

8. Defect resolution and warranty

1. The statutory provisions apply to defects of the platform, subject to the proviso that strict liability for initial defects (section 536a BGB) is excluded.
2. A defect exists where the Software, when used in accordance with the contract, deviates materially from the agreed condition or the contractually agreed functionality and the cause for this lies within Trouby’s sphere of responsibility (an “error”). The customer must report errors to Trouby without undue delay via the designated support channels and provide all information necessary to analyse and reproduce the error.
3. Trouby will process reported errors within a reasonable period and will remedy them, at its option, by rectification, updates, provision of a workaround or a substitute solution. Prioritisation takes place on the basis of the severity and impact of the error, taking into account Trouby’s customer base as a whole. In the case of critical errors, a qualified response on the likely causes of the error and on the measures taken or to be taken to remedy it is provided as a rule within one working day of the error being properly reported.
4. If the remedy of errors fails or is unreasonable for the customer, the customer may reduce the remuneration appropriately. The customer is not entitled to effect a reduction by unilaterally deducting it from current or future remuneration. On request, Trouby will credit the amount overpaid against the next remuneration due or, where this is not possible, pay it out.
5. Termination by the customer on the ground that contractual use has not been granted is permissible only once the customer has set Trouby a reasonable period to remedy the defect without success and the contractual use of the platform is significantly impaired.
6. Further claims exist only in accordance with the liability provisions of this contract.

9. Customer content

1. The customer grants Trouby the non-exclusive right, limited to the duration of the provision of the platform and transferable only to Trouby’s processors, to use the content entered, uploaded or otherwise provided by users or processed via the Software, including users’ prompts, outputs and files (together the “customer content”), to the extent necessary to provide the contractual services, in particular to store, reproduce, edit and transmit it and to pass it on to sub-processors, including AI models. This also applies to content created or edited using the Software. Trouby acquires no further rights in customer content.
2. Trouby does not use customer content to develop, train or improve AI models. Trouby engages providers of AI models in the platform only on the basis of contractual arrangements under which they, too, may not use customer content to develop, train or improve AI models.
3. The customer may store on the platform or process via the platform only such customer content (i) for the use of which it holds the rights and authorisations to the extent necessary to perform the contract, (ii) which does not infringe applicable law or the rights of third parties (in particular trade mark rights, copyright and other industrial property rights as well as personality rights), and (iii) which has no unlawful, racist, violence-glorifying, discriminatory or pornographic content.
4. The customer indemnifies Trouby against claims by third parties (including reasonable costs of legal defence) based on the customer not holding the rights or authorisations necessary to perform the contract in respect of the customer content, or on the customer content otherwise breaching this clause. This does not apply to the extent that Trouby is itself responsible for the claim.
5. Trouby is entitled to delete customer content that does not comply with the conditions of this clause if the customer does not delete it itself within a reasonable period despite being requested to do so.
6. It is the customer’s responsibility to create backup copies of the customer content itself.
7. Trouby is entitled to collect anonymised telemetry data and aggregated usage statistics in connection with the use of the platform and to evaluate them in order to ensure and improve operations, to remedy errors and for internal statistical purposes. Trouby ensures that this data contains no customer content and no other personal data of the customer or its users.
8. Where the customer or a user provides Trouby with ideas, suggestions or other feedback on the platform (“feedback”), the customer grants Trouby the comprehensive, irrevocable right, unlimited in time and territory, to use that feedback, in particular to develop the platform further.

10. Use of AI models, third-party tools and fair use

1. Additional terms of the respective provider may apply to the use of AI models and third-party tools via the Software. The customer is responsible for complying with those terms. Trouby points out that breaches of those terms may lead to exclusion from, or restriction of, the use of the AI models and third-party tools.
2. Trouby may reasonably limit the use of individual functions, AI models or prompts per user within defined periods (fair use). Details follow from the version of the Fair Usage Policy applicable at the time.
3. Output generated by AI models may be incomplete, incorrect or misleading. Trouby gives no warranty as to the substantive accuracy, completeness, currency or suitability of the outputs. The customer should itself check output for suitability for the intended purpose before using it. This also applies to output generated using web search or other research functions.

11. Restrictions on use

1. The customer is prohibited from using the platform (i) in breach of applicable law or the rights of third parties, (ii) for the unlawful collection or processing of data, (iii) abusively, in particular from disrupting the integrity or availability of the platform or circumventing security mechanisms (e.g. using bots, scripts or automated means of account creation).
2. The customer may not use the platform for applications or purposes which (i) are prohibited or classified as high-risk systems under Regulation (EU) 2024/1689 (the AI Act), (ii) concern the operation, control or monitoring of safety-relevant components of critical infrastructure, or (iii) may, in the event of malfunction, lead to significant harm to health or to the death of persons.
3. The customer indemnifies Trouby against claims by third parties (including reasonable costs of legal defence) based on use of the platform by the customer in breach of this clause. This does not apply to the extent that Trouby is itself responsible for the claim.

12. Remuneration and payment terms

1. The remuneration consists of a fixed licence fee, which depends on the intensity of use, the chosen term and the desired product, and, where applicable, a usage-based component.
2. The agreed fixed remuneration falls due at the beginning of the respective billing period. Any usage-based remuneration is invoiced monthly in arrears. Invoices are payable within 14 days of the invoice date.
3. Where the customer’s actual intensity of use exceeds the contractually agreed scope, the additional remuneration payable for the additional use is calculated pro rata for the current billing period, taking into account the applicable volume pricing and any discounts granted to the customer. The same applies to additional products or functions booked by the customer during a billing period.
4. Where the contract renews automatically, the list price for new customers applicable at the time of renewal, less any discounts granted to the customer, applies for the renewal period. Trouby will inform the customer of any price changes at least 30 days before the ordinary notice period expires (e.g. by email). New functions or additional services become part of the contract only if they are also provided to new customers at no additional charge within the booked plan, or if they are separately agreed between the parties.
5. All amounts are in EUR and exclusive of VAT. Where usage-based costs are invoiced to Trouby by a provider of AI models or third-party tools in USD or another foreign currency, conversion into EUR takes place at the exchange rate applicable on the day of the respective call (e.g. API calls).
6. Invoicing to the customer takes place electronically (e.g. by email) unless agreed otherwise.
7. The customer may set off only claims that are undisputed or have been finally determined by a court.

13. Liability and damages

1. Trouby is liable without limitation in accordance with the statutory provisions (i) for intent and gross negligence, (ii) for damage arising from injury to life, body or health, (iii) where Trouby has given a guarantee, and (iv) where a limitation of liability is excluded under mandatory law.
2. In other cases, Trouby is liable only for breach of material contractual obligations on whose fulfilment the customer may regularly rely (cardinal obligations), and limited in amount to compensation for foreseeable damage typical of this type of contract, but in total to no more than the remuneration paid by the customer to Trouby in the twelve months preceding the event giving rise to the damage. Trouby’s liability is otherwise excluded.
3. The limitations of liability apply accordingly to Trouby’s employees, officers, legal representatives and vicarious agents.
4. The customer’s claims for damages against Trouby become time-barred after one year. This does not apply to claims under paragraph 1.
5. Trouby is not liable for the output of third-party AI models. To the extent that Trouby holds a claim against the respective provider of the AI model in respect of damage incurred by the customer, Trouby will assign that claim at the customer’s request, provided the provider’s contractual terms permit this.

14. Suspension of access to the Software

Trouby may suspend the customer’s access to the platform temporarily or permanently where there are concrete indications of a breach of this contract or of applicable law, or where there is another legitimate interest in the suspension (e.g. payment default, security risks, official order). The customer is informed of the suspension and the reason for it by email without undue delay. The suspension is lifted once the reason ceases to apply.

15. Term, termination and renewal

1. The customer is permitted to use the platform for the agreed contractual term. The contract renews automatically (i) in the case of a monthly contract, by one further month in each case, unless a party terminates with 14 days’ notice to the end of the term, and (ii) in the case of a contract with a term of one year or more, by a further 12 months in each case, unless a party terminates with 6 months’ notice to the end of the term. The list price for new customers applicable at the time of renewal, less any discounts granted to the customer, applies for the renewal period. Trouby will inform the customer by email of any price changes at least 30 days before the ordinary notice period expires.
2. The right of both parties to terminate for cause remains unaffected. Cause exists for Trouby in particular where the customer (i) is in default with a payment due and does not settle the arrears within 30 days of a reminder, (ii) repeatedly breaches material obligations of this contract or continues to do so despite being requested to stop, (iii) is insolvent or over-indebted, or (iv) where insolvency proceedings have been applied for or their opening has been refused for lack of assets.
3. Notices of termination must be given in text form (e.g. by post or email) or via the function provided in the platform.
4. On expiry of the contract, the customer’s right to use the platform ends.

16. Data protection

In order to provide the contractual services, Trouby processes personal data for the customer as a processor within the meaning of Article 28 GDPR. On conclusion of this contract, the data processing agreement is concluded automatically between the parties and thereby becomes part of the contractual relationship.

17. Confidentiality

1. The parties undertake to treat as strictly confidential all information of the other party (or of an affiliated company within the meaning of section 15 of the German Stock Corporation Act (AktG)) which is not generally known or which, in the circumstances, is to be treated as confidential, in whatever form, in particular customer content (including information and documents entered by users on the platform), trade secrets, know-how, products and code (“confidential information”), to protect it against unauthorised access by appropriate confidentiality measures, to use it only within the scope of this contract and not to disclose or pass it on to third parties without prior consent.
2. The confidentiality obligation does not apply to information (i) which was known or generally accessible to the public or to the other party before it was transmitted, or which becomes generally accessible without breach of a confidentiality obligation, (ii) which is transmitted to a party by a third party without breach of a confidentiality obligation, or (iii) the disclosure of which is required by law or has been ordered by a competent court, whereby the disclosing party must reduce the extent of the disclosure to the minimum and inform the other party of it to the extent legally permissible.
3. The receiving party will return or destroy the confidential information at the request of the disclosing party, to the extent that no statutory retention obligations exist.
4. The confidentiality obligations under this clause continue to apply after termination of the contract.

18. Amendments to these terms of use

1. Trouby reserves the right to amend this contract to the extent objectively justified in order to adapt the terms to changed technical or legal conditions, including the terms for the use of AI models and third-party tools, or to technical changes to the platform. In doing so, Trouby will have regard to the legitimate interests of the customer.
2. Trouby will notify the customer of intended amendments by email at least four weeks before they take effect. Unless the customer objects within four weeks of receiving the notification, the amendments are deemed accepted with effect for the future. If the customer objects to the amendments, Trouby is entitled to terminate the contractual relationship with two weeks’ notice. Trouby will point out to the customer in the notice of amendment the effect of remaining silent and the right to object. Excluded from this right of amendment during the term of the contract are amendments to the principal contractual obligations, in particular amendments to the remuneration; such amendments require the customer’s express consent.

19. Final provisions

1. The agreements concluded between the parties, including this contract, are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods and the rules of private international law.
2. The exclusive place of jurisdiction is Munich, Germany. Trouby is, however, also entitled to sue the customer at its general place of jurisdiction.
3. In the event of contradictions between different parts of the contract, provisions in the order form as well as any product-specific special provisions take precedence over these general terms of use.
4. Should individual provisions of this agreement be or become invalid, or should it contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the purpose of the invalid provision.
5. Only the German version of this contract is binding. The English translation serves information purposes only.