Bots and People product GmbH
Terms & Conditions

July 2024

1. General | Scope

These End User License Terms (“Terms”) apply to all contracts between Bots and People Product GmbH, Schlesische Straße 29, 10997 Berlin, Germany (“Bots & People”) and its customers (“Customers”) who are business owners and not consumers or learners (“Users” or “Learners”) to whom Bots & People provides access to its Services.
These Terms shall govern each ordering document or any online, email or in-app ordering process that references these Terms (each an “Order”). The terms of each Order shall incorporate these Terms and shall form a separate services contract with respect to the Services (as defined below) under that Order (a “Services Contract”).
These Terms shall also apply as a framework for future contracts between Bots & People and Customer even if Bots & People does not refer to them in each individual case. These Terms shall be deemed to be confirmed by Customer at the latest when Customer or the first User uses the Services.
These Terms apply to the exclusion of all others. Different, conflicting or supplementary standard terms shall only become part of a Services Contract if and to the extent that Bots & People has consented to such terms in writing.
Individual agreements made in writing with Customer in specific cases (including ancillary agreements, supplementary agreements and amendments) shall take priority over these Terms.
Where these Terms mention the terms ‘written’, ‘in writing’, ‘written form’ or similar, this shall refer to ‘in writing’ in the sense of § 126 German Civil Code. The electronic exchange of copies of documents signed by hand as well as documents signed with a simple electronic signature (such as provided by e.g. DocuSign or Adobe Sign) shall be sufficient therefore. Unless expressly stated otherwise in these Terms, simple emails shall not be sufficient.
Unless stated otherwise in these Terms, notices and declarations submitted by Customer to Bots & People, including but not limited to notices of termination or setting of deadlines, shall be made at least in text form within the meaning of § 126b of the German Civil Code to be valid (simple email shall be sufficient).

2. License Grant | Permitted Users | Updates

Subject to the terms and conditions of the Services Contract, Bots & People grants to Customer, during the Initial Service Term and any Renewal Service Term, a non-exclusive, non-transferable, non-sublicensable worldwide right and license to access and use the Bots & People Learning Hub, which is offered as software-as-a-service including any related websites, spaces, services and applications as designated in the Order (collectively the “Services”) for Customer’s internal business purposes only (“License”) for the duration described in the Order.
The number of Licenses is stated in the Order. Bots & People offers the Services as described in the Services documentation, as updated from time to time, and located at a URL further specified by Bots & People or attached as an exhibit to the Quote (“Documentation”).
Customer shall not permit any third parties to use the Services through the Customer account (“Users”) unless they qualify as Customer’s employees, Affiliates (and employees thereof), outsourcing service providers, consultants or contractors, and always provided that (A) Customer has obtained a License for each such permitted User; (B) Customer procures that such permitted Users comply with these Terms and Customer remains responsible and liable towards Bots & People for all acts and omissions of such permitted Users; and (C) the Services are used by such permitted Users solely for the benefit of Customer. “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with Customer or Bots & People respectively, or which is a wholly owned subsidiary of Customer or Bots & People respectively, whereby ‘control’ shall mean owning, directly or indirectly, at least fifty-one percent (51%) of the equity securities or equity interests of an entity.
Bots & People may implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.

3. License Restrictions

Customer shall not (and shall not permit any third party to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any external commercial use of, outsource, or otherwise generate income from the Services; (B) copy the Services onto any public or distributed network; (C) decompile, reverse engineer or disassemble any portion of the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory statutory law; (D) modify, adapt, translate or create derivative works based on all or any part of the Services (except to the extent expressly permitted by Bots & People or authorized within the Services); (E) modify any proprietary rights notices that appear in the Services or components thereof; (F) use the Services outside of the license scope set forth in Clause 2; or (G) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems, or the services or data contained therein; (iv) gain unauthorized access to the Services or Bots & People’s systems or networks; or (v) perform, or engage any third party to perform, penetration testing, vulnerability assessments or other security assessments.
The Services may only be used by Customer and its permitted Users as prescribed in the Documentation and in full compliance with all applicable laws and regulations.
Customer shall not export or re-export, directly or indirectly, any Services or data relating thereto in breach of any applicable laws and regulations. In particular, Customer and its Affiliates shall comply with the sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations and the United States of America, in each case, insofar as this does not result in a violation of or a conflict with mandatory anti-boycott statutes applicable to Customer. Customer shall, at its own expense, obtain all necessary customs, import, or other governmental authorizations and approvals.
The Services may be subject to export and/or re-export control laws and regulations of the European Union, the United States, or to similar laws applicable in other jurisdictions. Customer warrants that (a) the Services will not be used from countries to which such export and/or re-export is prohibited by any such laws and regulations, and (b) that Customer is neither a denied party specified in any such laws and regulations nor listed on any official list of prohibited or restricted parties.
Although Bots & People has no obligation to monitor Customer’s contractual use of the Services, Bots & People may do so and may prohibit any use of the Services it believes may be in violation of this Clause 3.

4. Customer’s Responsibilities

Customer shall be responsible for obtaining and maintaining any technical equipment and related ancillary services required to connect to, access or otherwise use the Services at its own cost, including, without limitation, hardware and software (collectively “Equipment”), networks and internet connections. Customer shall maintain the security of the Equipment.
Customer shall keep the information in the Customer account up to date and correct. Customer shall ensure that user identities, passwords and similar credentials used for accessing the Services are used and stored in a secure manner, cannot be accessed and used by third parties and are immediately changed in the event of unauthorized disclosure.
Customer shall notify Bots & People of any unauthorized disclosure of such user identities, passwords or similar credentials, and any unauthorized use or breach of security of the Services. Customer shall be solely liable for any unauthorized use of the Services through the Customer account.
Customer shall be solely liable for the content of all data and any other material displayed, posted, uploaded, stored, exchanged or transmitted by Customer or any User on or through the Services (“Content”).
Bots & People cannot control the information submitted by Customer or any User during their use of the Services and cannot guarantee the accuracy of any information submitted. Bots & People may, without notice or liability, investigate any complaints or suspected violations of the Services Contract including these Terms that come to its attention and may take any legal action and/or technical measures that it believes are appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content, or other data, or restricting, suspending, or terminating Customer’s or any User’s access to the Services.

5. Maintenance And Support

Subject to Customer’s payment of the Service Fees set forth in the applicable Order, Bots & People shall provide Maintenance and Support for the Services to the extent specified in the Order. “Support” is defined as Bots & People’s obligation to use commercially reasonable efforts to respond to support requests of Customer with regard to the Services. “Maintenance” or “Maintain” means Bots & People’s obligation to use commercially reasonable efforts with regard to the Services related to error resolution, bug fixes and the provision of updates and upgrades made generally available by Bots & People in its sole discretion.
Bots & People provides Support to the Customer via the email address support@botsandpeople.com from Monday to Friday 9:00 am to 5:00 pm (CET), excluding public holidays in the State of Berlin, Germany.
Bots & People shall use reasonable efforts consistent with prevailing industry standards to Maintain the Services in a manner which minimizes errors and interruptions in the Services.
Customer may notify Bots & People of any errors via the email address support@botsandpeople.com. Bots & People shall use commercially reasonable efforts to ensure that any notified errors are timely corrected, subject to: (a) Customer providing a detailed description of the error and its reproducibility to Bots & People; and (b) depending on the priority of the error to be reasonably determined by Bots & People in its sole discretion.

6. Live Sessions Delivery Service Terms

‍The following terms apply for:

1. Individual re-booking requests for specific live sessions/cohorts

If the learner is enrolled in a one-session workshop:
The learner will be able to enroll in an alternative workshop slot, provided that there are available seats.
If the learner is enrolled in a multi-session cohort:
a) The learner can miss up to one session per cohort (e.g. due to sickness). If the learner misses more than one session, they will not be able to obtain a certificate for the course.
b) If the learner knows they will be missing more than one session of their cohort upfront, they can request to be switched to the next available cohort by emailing support@botsandpeople.com

2. Individual access extension requests for platform accounts

All accounts will be deactivated within 14 days from the last live session a learner is enrolled in.

3. Re-booking requests for specific live sessions or entire cohorts by learners

In the case of multiple one-session workshops being purchased by the Customer:
Learners will be able to book a slot in a different edition of the workshop as long as free seats are still available. This is subject to the maximum participant size for the learning product purchased by the Customer (outlined in the Quote/Order).
In the case of a series of multi-session cohorts being purchased:
a) Learners can miss up to one session per cohort (e.g. due to sickness). If they miss more than one session, they will not be able to obtain a certificate for the course from that particular cohort.
b) If a learner knows that they will be missing more than one session of their cohort, they can request to be switched to the next available cohort by emailing support@botsandpeople.com. This is subject to seat availability based on the maximum participant size for the learning product the Customer purchased.

4. Postponing and cancellations of entire cohorts or one-session workshops by stakeholders

Postponing an entire cohort or a one-session workshop is possible up to 14 days before the planned start date via email to the Customer’s Account Manager.
Canceling sessions/cohorts is possible up to 30 days prior to the starting date at no cost. Cancelations made between 29 and 14 days are charged at 50% of the offer price. Cancelations made less than 14 days before the starting date of the session are charged in full to the customer.
Postponing sessions later than 13 business days before the original start date is treated as a cancelation and charged in full to the customer.
Postponing individual sessions within a cohort that has already started is subject to our trainers’ availability and is charged separately at 2500 euros per postponed session.

5. Account/Access extension requests by stakeholders

The Learning Hub access and tenant access are available for the duration of the learning journey (e.g., 3 months) from the onboarding until 14 days after the last live session.
If the Customer decides to extend their learners’ access to a tenant (e.g., Bots & People Sandbox), they can reach out to their respective Account Manager for an offer. The access can be extended on a monthly basis for an additional charge.

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7. Availability of the Services

Subject to Customer’s payment of the Service Fees set forth in the applicable Order, Bots & People shall use commercially reasonable efforts to make the Services available to Customer, excluding any temporary unavailability for scheduled or for unscheduled Maintenance, and unavailability for causes beyond Bots & People’s reasonable control. Bots & People shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
Bots & People shall not be obliged to provide for Customer’s access to the Services such as for internet access.

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8. Additional Services

Subject to these Terms (including payment of any applicable Service Fees set forth in the Order), Bots & People shall provide additional professional services if and to the extent described in an Order (“Additional Services”).
Unless specified otherwise in the relevant Order, the Additional Services are services within the meaning of § 611 German Civil Code. The Additional Services shall be rendered on a one-time fee, not on a time and materials basis. If the Additional Services purchased have been consumed, Bots & People may cease the provision of Additional Services until further Additional Services have been ordered.
Customer shall provide reasonable cooperation and information as necessary to enable Bots & People to perform the Additional Services. With respect to Bots & People’s staff providing Additional Services to Customer no lease of personnel (Arbeitnehmerüberlassung) shall take place. Instructions to Bots & People’s staff must not be given by Customer’s staff or representatives but only by Bots & People’s representatives. Issues arising with Bots & People’s staff which affect Customer and/or the Additional Services to be provided shall be addressed by the relevant contact person of Customer to the relevant contact person of Bots & People. Bots & People’s staff will not be integrated into the operational organization of Customer. Bots & People may in its sole discretion decide how and where to utilize its resources (including Bots & People’s staff) and plan its performances under the Services Contract (and the related Order) in accordance with the agreed contents and limits of the Additional Services.
Customer shall reimburse Bots & People for travel and other expenses (at cost) incurred in connection with the Additional Services (if any).
Additional Services shall be performed on business days (a business day means Monday through Friday, excluding national holidays of Berlin, Germany, during normal working hours, in the location where the Additional Services are provided).
The cooperation of Bots & People and Customer hereunder, in particular with regard to Additional Services, builds upon mutual trust between Bots & People and Customer. Therefore, during the Initial Service Term and any Renewal Service Term, and in each case for a period of twelve (12) months thereafter, without Bots & People’s prior written approval, Customer shall not solicit for employment or consultancy any of Bots & People’s employees who participated in the performance of Additional Services.

9. Payment Of Fees

Customer shall pay the fees described in the Order for the Services and Additional Services in accordance with the terms therein (“Service Fees”).
If Customer’s use of the Services exceeds the capacity set forth in the Order (“Service Capacity”) or otherwise requires the payment of additional fees per the terms of the Services Contract, Customer shall be billed for such usage and Customer shall pay the additional fees as provided herein.
Bots & People may change the Service Fees for the following Renewal Service Term at its reasonable discretion upon at least sixty (60) days’ prior notice to the end of the Initial Service Term or the end of the then current Renewal Service Term.
Unless otherwise specified, Customer shall make all payments via any of the payment methods offered by Bots & People. Bots & People will bill through an invoice upfront (prior to the delivery of the services), in which case, full payment for invoices must be received by Bots & People 30 (30) days after the mailing date of the invoice. The Customer acknowledges that Bots & People will use electronic invoicing solutions only.
Following notice in text form under § 126b German Civil Code (simple email shall be sufficient), Bots & People shall be entitled to suspend Customer’s access to the Services in accordance with § 320 German Civil Code if payments are not received by Bots & People within sixty (60) days of the due date.
In the event the number of Licenses in the Customer account falls below the amount initially ordered for the then-current Initial Service Term or Renewal Service Term, Customer shall remain obliged to pay to Bots & People the full amount of the corresponding Service Fees for such Licenses initially ordered.
All Service Fees are exclusive of, and Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees, excluding only taxes based on Bots & People net income.
Customer may only invoke a right to set-off and assert a right of retention to the extent that its claims have been (A) finally established by a court of law; (B) are uncontested; or (C) have been acknowledged by Bots & People.

10. Confidentiality | Customer Data

Customer and Bots & People understand that they have disclosed or may disclose to each other business, technical or financial information relating to their business (“Confidential Information”). Confidential Information of Bots & People includes but is not limited to non-public information regarding the content, features, functionality and performance of the Services, including any training material and content. Confidential Information of Customer includes non-public data provided by Customer to Bots & People to enable the provision of the Services or during the use of the Services (“Customer Data”).
Customer and Bots & People shall take reasonable precautions to protect each other’s Confidential Information, and not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. This shall not apply with respect to any information after five (5) years following the disclosure thereof or to any information that Customer or Bots & People respectively can document (A) is or has become generally available to the public; or (B) was in Customer’s or Bots & People’s respective possession or known by Customer or Bots & People prior to receipt; or (C) was rightfully disclosed to Customer or Bots & People respectively without restriction by a third party; or (D) was independently developed without use of any Confidential Information or (E) is required to be disclosed by law.
Bots & People may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and Bots & People shall be free (during and after the term of a given Service Contract) to use such data and information in aggregated or other de-identified form to improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the Services, and for other purposes relating to its business.

11. Data Processing

11.1 In order to provide the Services purchased by the Customer, Bots & People shall process the personal data of the Customer’s employees (Users) who use the Services. When providing the Services to the Customer, Bots & People will act in the capacity of data processor, and will process personal data on behalf of the Customer in accordance with Bots & People’s Data Processing Agreement available under botsandpeople.com/dpa.

11.2. Bots & People will also process personal data for its own purposes, in the capacity of data controller, in accordance with Bots & People’s Privacy Policy, available at botsandpeople.com/privacy.

12. Data Privacy | IT Security

Bots & People and its respective suppliers own and shall retain all ownership and intellectual property rights, including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions, in and to the Services. Customer acknowledges that the rights granted under a Services Contract do not provide Customer with title to or ownership of the Services.
Customer shall retain all right, title and interest in and to the Customer Data and any Content, as well as any data that is based on or derived from the Customer Data and any Content. Customer grants to Bots & People during the term of the Services Contract a non-exclusive, transferable, sublicensable, worldwide and unlimited right and license to use the Customer Data and any Content free of charge and solely to the extent necessary for the provision of the Services. Bots & People shall have no liability for the Customer Data and any Content.
Customer agrees that Bots & People may refer to Customer by its trade names and logos, and may briefly describe the Customer’s business in Bots & People’s marketing materials and on Bots & People’s websites.
Customer may from time to time provide Bots & People with suggestions for new features or functionalities of and with feedback regarding the Services. Bots & People shall be free to take such suggestions or feedback into consideration. Customer grants to Bots & People, without charge, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.

‍13. Data Privacy | IT Security

Customer and Bots & People shall at all times comply with the requirements of applicable data privacy and data protection legislation, including but not limited to the EU General Data Protection Regulation.
Where required by such legislation, Bots & People shall enter into a data processing agreement with Customer.
Bots & People shall adopt reasonable measures to ensure that the security of the Services meets relevant industry standards.

14. Term | Termination

Subject to earlier termination as provided below, the Services Contract begins on the date specified in the Order (“Effective Date”) and shall remain in effect for an initial term as specified in the Order (“Initial Service Term”).
Neither Customer nor Bots & People may terminate the Services Contract for convenience with effect prior to the end of the Initial Service Term or any Renewal Service Term (Ausschluss der ordentlichen Kündigung). However, if a trial phase (Pilot/Proof of Concept) is agreed in an Order (“Trial Phase”), Customer may terminate the Services Contract within 2 weeks after the pilot session.
Customer’s and Bots & People’s right to immediately terminate the Services Contract for good cause (außerordentliche Kündigung aus wichtigem Grund) shall remain unaffected. Such good cause shall in particular exist for both parties, if a party commits a material breach of the Services Contract, and such breach has not been cured within thirty (30) days after receipt of written notice thereof (simple email shall suffice). Such good cause shall also exist for Bots & People if (A) Customer is in default of payment by more than forty-five (45) days; (B) Customer breaches the use restrictions under Clause 3; or (C) Customer ceases its due payments or suffers a significant deterioration in its asset situation.
Upon termination of the Services Contract or lapse of its Initial Term or Renewal Service Term taking effect, Bots & People may suspend Customer’s access to the Services and delete any Content (if any) in the possession of Bots & People after a period of thirty (30) days. Customer shall be solely responsible for extracting all such Content before any suspension. Upon Customer’s request and as part of the Additional Services, Bots & People may choose to extract and/or modify Customer’s Content against an additional Service Fee.
Bots & People or Customer may terminate any agreement for Additional Services for convenience in accordance with its terms and applicable law.

15. Limited Warranty

Customer has checked that the specification of the Services as described in the Documentation meets its needs and wishes. Customer is aware of the essential functionalities and features of the Services. The extent, nature and quality of the goods and services to be delivered by Bots & People are determined by these Terms, the Order, and the Documentation. Any other information or requirements only form part of the Services Contract if Customer and Bots & People so agree in writing. Product descriptions, illustrations, test programs, etc. represent mere service specifications but do not constitute guarantees (Garantien) or agreements on certain specifications (Beschaffenheitsvereinbarungen). In order to be valid, an agreement on a guarantee must be confirmed by a director of Bots & People in writing.
Bots & People warrants (gewährleistet) that the Services will, in all material respects, conform to the functionality described in the then-current Documentation for the applicable Services version. In case of a breach of this warranty Bots & People shall be required to use commercially reasonable efforts to modify the Services to conform in all material respects to the Documentation, and if Bots & People is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, Customer may terminate the Services Contract upon written notice and receive a pro-rata refund of the unused Service Fees which have been paid in advance (if any) for unused access to the Services. In order to be eligible for the foregoing remedy, Customer shall notify Bots & People in writing of any warranty breaches and Customer must have used and configured the Services in accordance with the Documentation. Any no-fault liability (verschuldensunabhängige Haftung) of Bots & People for the existence of initial errors (anfängliche Mängel) under § 536a German Civil Code shall be excluded. Customer’s claims for damages for a breach of this warranty are subject to the limitations set forth in Clause 15.
Customer may not obtain the source code of the Services for any reason.

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16. Third-Party Claims

Bots & People shall, at its expense, defend Customer against (or, at Bots & People’s option, settle) any third-party claim to the extent such claim alleges that the Services infringe or misappropriate any patent, copyright, trademark, other intellectual property right or trade secret of a third party (“Third-Party Claim”), and Bots & People shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any Third-Party Claim. In the event that the use of the Services is, or in Bots & People’s sole opinion is likely to become, subject to a Third Party Claim, then Bots & People, at its option and expense, may (A) replace the applicable Services with functionally equivalent non-infringing services; (B) obtain a license for Customer’s continued use of the applicable Service; or (C) immediately terminate the Services Contract in whole or in part and provide a pro-rata refund of the Service Fees that have been paid in advance for the applicable Services (beginning on the date of termination).
Clause 14.1 shall not apply: (i) if the Services are modified by Customer or any User; (ii) if the Services are combined with other non-Bots & People products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (iii) in the event of any unauthorized use of the Services.
Clause 14.1 shall be Customer’s sole remedy with respect to any Third-Party Claim.

17. Limitation Of Liability

Bots & People shall be unrestrictedly liable for (A) injury to life, body or health caused by Bots & People, its legal representatives (gesetzliche Vertreter) or assistants in performance (Erfüllungsgehilfen); (B) damage caused intentionally (vorsätzlich) or with gross negligence (grob fahrlässig) by Bots & People, or its legal representatives; (C) damage caused intentionally by Bots & People’s assistants in performance not mentioned in (B); (D) damage resulting from the absence of any guaranteed (garantiert) characteristics; and (E) claims under the German Product Liability Act (Produkthaftungsgesetz).
Bots & People shall be liable for damage resulting from the breach of its primary obligations (Kardinalpflichten) hereunder by Bots & People, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Services Contract, which were decisive for the conclusion of the Services Contract and on the performance of which Customer may rely. If the breach of such primary obligation was caused (A) through simple negligence by Bots & People, its legal representatives or executive staff; or (B) through simple or gross negligence by Bots & People’s assistants in performance not mentioned in (A), then Bots & People’s ensuing liability shall be limited to the amount which was foreseeable by Bots & People at the time the respective Service was performed.
Subject always to Clauses 15.1 and 15.2, Bots & People shall not be liable for damage resulting from the breach of non-primary obligations through (A) simple negligence of Bots & People, or its legal representatives; or (B) simple or gross negligence of Bots & People’s assistants in performance not mentioned in (A).
Bots & People shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken by Customer.
Subject always to Clause 15.1, the total liability of Bots & People arising out of or in connection with the Services Contract, whether in contract or tort or otherwise shall in no circumstances exceed a sum equal to the total Service Fees paid (plus Service Fees payable) by Customer in the twelve (12) months immediately preceding the event which gave rise to the liability.
Neither Bots & People nor Customer shall be liable for any failure or delay in performance to the extent that such failure or delay is caused by force majeure, i.e., causes beyond their reasonable control and occurring without their fault or negligence.
Any more extensive liability of Bots & People not covered by this Clause 15 is excluded on the merits.

18. Assignment | Novation

Customer may not assign (übertragen) the Services Contract without the prior written approval of Bots & People and any purported assignment in breach of this Clause 16 shall be void. Bots & People may at its discretion assign, or transfer to third parties the Services Contract or any rights pertaining thereto in whole or in part.
Customer shall, at Bots & People’s request, promptly, and in any event within fifteen (15) days, enter into a novation agreement in such form as Bots & People shall reasonably specify in order to enable Bots & People to exercise its rights pursuant to this Clause 16.
Without prejudice to mandatory applicable law, Customer shall not assign any of its rights or obligations under any Services Contract and these Terms to any third party without the prior written consent of Bots & People.

19. Severability

Should any provision of the Services Contract including the Order and these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what Bots & People and Customer would have agreed, pursuant to the meaning and purpose of the original provision and of the Services Contract if they had recognized the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time shall be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing shall also apply to any possible omission in the Services Contract including the Order and these Terms that was not intended by Bots & People and Customer.

20. Entire Agreement | Revisions

The Services Contract including the Order and these Terms shall represent the entire agreement between Customer and Bots & People in respect of its subject matter and supersede and extinguish all prior negotiations, arrangements, understanding, course of dealings or agreements made between the Parties in relation to its subject matter, whether written or oral.
Without prejudice to Clause 18.3, valid amendments or supplements to these Terms must be mutually agreed in writing. The same shall apply to any agreement to deviate from or cancel this requirement of written form.
Bots & People may amend and/or update these Terms for existing Services Contracts with future effect from time to time and as necessary for technical, economic or legal reasons provided that this would neither constitute a change affecting the basis of the legal relationship between Bots & People and Customer nor is equivalent to the conclusion of a new contract. Any revision of these Terms shall be announced to Customer in text form (simple email shall be sufficient) no later than six (6) weeks before their proposed effective date. Customer may either approve or object to the revision before their proposed effective date. The revision shall be deemed approved by Customer, unless Customer objects to the revision before their proposed effective date. Bots & People shall expressly inform Customer thereof in the respective announcement. Bots & People may amend and/or update these Terms for future Services Contracts at any time for any reason without notice.

21. Governing Law | Jurisdiction

The Services Contract and any issues, disputes or claims (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by the laws of the Federal Republic of Germany excluding its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The courts of Berlin (Germany) shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with the Services Contract or its subject matter or formation.

22. Miscellaneous

The person signing or otherwise accepting the Order and these Terms for Customer represents that it is duly authorized by all necessary and appropriate corporate action to enter the Services Contract on behalf of Customer.
Bots & People shall be entitled to retain subcontractors, including third party software suppliers, for the performance of any of its obligations in accordance with the Services Contract.
No agency, partnership, joint venture, or employment is created as a result of the Services Contract and Customer does not have any authority of any kind to bind Bots & People in any respect whatsoever.

Bots and People Product GmbH
District Court of Berlin Charlottenburg, Germany HRB 229115
July 2024

Bots and People product GmbH Terms & Conditions