Effective from: [EFFECTIVE DATE]
Preamble
[COMPANY], [ADDRESS], represented by [REPRESENTATIVES] ("AllBack" or "we") offers its customers ("Customer" or "you") web-based access to a service that collects information and files from many people ("Platform"). By means of a software-as-a-service solution, the Platform enables the Customer to create forms, send each person a personal link with prefilled information, remind the people who have not answered, and receive all answers in one place ("Services"). The Customer can use the Services on our website, in AI apps that connect to our connector, and with our command-line tool. This Agreement for the use of the Platform ("Agreement") including its Appendix 1 (Data Processing Agreement) and Appendix 2 (EU Data Act Addendum) governs the entire contractual relationship between AllBack and the Customer regarding your use of the Platform and our provision of the Services.
1. Subject-matter and conclusion of the Agreement: Terms of the Customer
1.1 The Agreement requires you to create an account ("Registration"). If you are a corporation or another organization, the Registration must be carried out by a person who is sufficiently authorized by the Customer to enter into legally binding contracts as a representative of the Customer.
1.2 The Registration is carried out by entering an email address. We send a 6-digit code to this email address. By entering the code, the Customer confirms the email address and completes the Registration. AllBack does not use passwords.
1.3 Before the Registration, you can create and test a form without an account ("Guest Form"). A Guest Form cannot send emails and accepts at most 3 test answers. To send a Guest Form, you complete the Registration, and the Guest Form moves to your account. We delete Guest Forms that nobody claims after 30 days.
1.4 Our Platform is directed to entrepreneurs and businesses according to Sec. 14 BGB (German Civil Code), and to organizations such as schools, nonprofits, and community groups, as Customers only. [CONSUMER USE: legal review needed] AllBack reserves the right to ask you for appropriate information.
1.5 By completing the Registration process the Customer makes a legally binding request to AllBack to conclude an Agreement. An Agreement between AllBack and the Customer is only concluded when AllBack has accepted the offer. As confirmation of this, the Customer receives either an e-mail or access to the platform is activated for him.
1.6 The Customer's general terms and conditions only become part of the Agreement if this has been explicitly agreed upon in written form.
2. Services of AllBack
2.1 Operation and maintenance of the Platform is the responsibility of AllBack. AllBack provides the Customer access to the Platform and the Services via the internet for a limited period of time during the Term of the Agreement as defined under Section 9. The exact scope of the Services to be provided by AllBack under this Agreement can be found on our website under the URL allback.ai. Beyond that scope, the Customer has no claim to a specific arrangement or specific functionalities of the Platform.
2.2 The average availability of the Platform is 99% on an annual average. Excluded from this is necessary planned maintenance work as well as disturbances that are not within our sphere of influence; in particular Force Majeure. A Force Majeure Event means an event caused by events beyond AllBack's reasonable control, including, but not limited to, acts of God, embargoes, governmental restrictions, strikes, lockdowns, wars, terrorism, natural disasters, and failures of the hosting and email providers that AllBack uses. AllBack commits to exerting its best efforts, consistent with industry practices, to resume the Platform's operation promptly. If possible, AllBack will inform the Customer about planned maintenance work in a reasonable time in advance in text form (e.g. email). However, AllBack expressly reserves the right, if necessary, to carry out unannounced maintenance work, especially if this is necessary for data and operational security.
2.3 AllBack keeps backups of the database of the Platform for a limited time. An individual check of the correctness and completeness of the data backups is not carried out and AllBack has no such contractual obligation.
2.4 AllBack provides the Customer with documentation of the Platform as well as instructions for its use electronically in the English language online via its website.
2.5 AllBack is entitled to employ subcontractors to assist with its performance of services under this Agreement at its own discretion.
2.6 AllBack is entitled but not obliged to extend and develop the functional scope of the Platform. AllBack reserves the right to offer extensions and developments only for payment of an additional fee. If AllBack makes extended or additional functions available free of charge after the conclusion of the Agreement, these functions provided are considered to be a voluntary service of AllBack. The Customer has no claim that AllBack makes those functions available in the future.
2.7 AllBack can change the functional scope of the Platform at any time to an extent that is reasonable for the Customer. The change is particularly reasonable if it becomes necessary for a good cause – for example, due to disruptions in the provision of services by subcontractors or for safety reasons – and the performance characteristics defined in the service description are essentially retained as well as the main performance obligations of AllBack. If the changes do not exclusively concern extensions of the function or not only insignificant components of the services to be provided by AllBack, AllBack will inform the Customer about the change at least four weeks before it comes into effect by e-mail.
2.8 All forms of the Customer are hosted by AllBack on the domain allback.app, on a subdomain for the Customer's workspace. This does not apply to data and products of third-party services (e.g. the AI app that the Customer uses) which may be used in connection with the Services but are not hosted by AllBack.
2.9 AllBack sends emails to the people whom the Customer adds to a request ("Recipients"): the invitation and, if a Recipient has not answered, reminders. Each email names the Customer as the sender. Each email has a link to stop reminders and a link to report the form.
2.10 AllBack is entitled to block the Customer's access to the Platform, close forms, and/or delete forms or Customer Content if:
2.10.1 There are indications that the Customer's login data or email account has been or will be misused or that the login data has been or will be given to an unauthorized third party;
2.10.2 There are indications that third parties have otherwise gained access to the IT infrastructure provided to the Customer;
2.10.3 There are indications that a form or Customer Content violates applicable laws and/or this Agreement, including the Acceptable Use rules in Section 3.3;
2.10.4 Recipients report a form. Three reports close a form at once;
2.10.5 The blocking or deleting is necessary for technical reasons;
2.10.6 AllBack is obliged to block the access or delete the Customer Content due to applicable laws or by the court or by official authorities;
2.10.7 The Customer is more than two weeks in delay of payment of the agreed fee within the meaning of Section 5 of the Agreement;
2.10.8 the Customer has entered incorrect or invalid contact details and communication between AllBack and the Customer is no longer possible;
2.10.9 the Platform and Service or Customer Content is used in any way that could reasonably be deemed offensive, unethical, or harmful to the Recipients or to the reputation of AllBack, including without limitation using the Platform and Services
- to promote or distribute hateful, discriminatory, defamatory, or abusive content;
- to engage in fraudulent, deceptive, or misleading practices, such as phishing or forms that imitate another company or person;
- to infringe on third-party intellectual property rights or distribute illegal or harmful software, such as malware or viruses;
- to associate AllBack with illegal activities, including but not limited to activities related to gambling, narcotics, pornography, human trafficking, or child exploitation.
AllBack shall notify the Customer of the blocking or deleting at the latest one working day before the blocking takes effect in text or written form, provided that the notification is reasonable and compatible with the purpose of the blocking or deleting, balancing the interests of both parties. Where the Recipients are at risk, for example from a phishing form, AllBack may close the form at once and notify the Customer afterwards.
2.11 AllBack works with AI apps of third parties, such as Claude, ChatGPT, or Gemini, which the Customer connects to AllBack ("AI Apps"). The Customer uses AI Apps under the terms of their providers. Anything the Customer enters in an AI App, and any content that an AI App creates, such as a form, is processed by the provider of the AI App. AllBack does not control AI Apps and is not responsible for them. Any form or other content that an AI App creates for the Customer is Customer Content.
2.12 AI is an emerging technology and may produce inaccurate information. The Customer is solely responsible for reviewing forms and all other content before sending them to Recipients. AllBack shows a preview of each form for this purpose.
3. Technical Requirements, Obligations and Responsibilities of the Customer
3.1 Technical Requirements
3.1.1 Some of the features of the Platform may require the Customer to have an account with third-party service providers (e.g. an AI App). Where our Services require such integration with a third-party service, the Customer will be informed accordingly on the Platform.
3.1.2 The Customer is responsible for providing for internet access and any hardware (e.g. router, smart device) or software (e.g. browser, plug-ins, apps) that may be required for access to the Platform at the Customer's premises. The Customer has no right to claim access to the source codes of the Platform provided by AllBack, except for components that AllBack publishes under an open-source license. The Customer is responsible for their individual use and configuration of the Platform and the Services.
3.2 Obligations and Responsibilities
3.2.1 The Customer is solely responsible for all data and all other content, which the Customer makes available to AllBack itself or through third parties in connection with the Services, including forms, lists of Recipients, and prefilled values ("Customer Content"), and for the legality of the forms. AllBack has no respective responsibility in this regard.
3.2.2 The Customer is the controller for the personal data of the Recipients. The Customer guarantees that it has a legal basis to contact each Recipient and to process their data, and that it will take note of all applicable legal regulations, inter alia personal rights, copyright, data protection law, and laws about unsolicited email.
3.2.3 The Customer should – within the limits of what is technically reasonable and possible – ensure that the normal business operations of the Customer continue to function properly, even if the Platform is not available, regardless of whether this is due to a fault of AllBack or the Customer.
3.2.4 The Customer must protect access to the email account that it uses to sign in, and to any AI App or device that is connected to AllBack. The Customer must inform AllBack without undue delay if there is any suspicion that unauthorized persons have access. Furthermore, the Customer undertakes to observe all security measures, functional and other restrictions of the Platform. In particular, the Customer is not permitted to remove, overcome, deactivate or otherwise circumvent protection or authentication mechanisms or use the Platform for purposes other than those intended or expressly mentioned in this Agreement. The Customer is, moreover, not permitted to make the Platform available to third parties beyond the scope of their purchased plan.
3.2.5 The Customer has to back up his data himself regularly and according to the risk, as far as this is technically possible for him, for example by exporting the answers.
3.3 Acceptable Use
3.3.1 The Customer must not use the Platform to ask for passwords, one-time codes, bank login details, or payment card numbers. AllBack refuses forms that ask for such data.
3.3.2 The Customer must not use the Platform to send spam or bulk marketing, or to send emails to people who do not expect a request from the Customer.
3.3.3 The Customer must not use the Platform to collect special categories of personal data within the meaning of Art. 9 GDPR (e.g. health data), unless the Customer has a legal basis and has agreed this with AllBack in writing.
3.3.4 Forms and answers are unlimited on every plan, within our fair use policy at https://www.allback.ai/fair-use. The fair use policy is part of this Agreement.
4. Intellectual Property
4.1 For the Term of the Agreement AllBack grants to the Customer a non-exclusive, worldwide, non-transferable, and non-sublicensable right to use the Platform and the Services in accordance with the Agreement and the purposes described therein ("Customer License").
4.2 Excluded from the granting of licenses according to Section 4.1 are components of the Platform that are subject to third-party rights and in particular open-source licenses that are recognizable to the Customer. In particular, those components which are disclosed by AllBack within the Platform or in text files supplied as third-party content are considered recognizable. Our CLI and our agent skill are published under the MIT license.
4.3 The Customer grants to AllBack for the Term of the Agreement a non-exclusive, royalty-free, sub-licensable, and transferrable license without limitation in place to all content that they transfer to AllBack's servers in the context of the use of the Platform including the Customer Content, to use the Customer Content to the extent necessary to perform the Agreement. This comprises the right to use, copy, reproduce, modify or distribute Customer Content and to make it accessible to Recipients and, for open links, to the public according to the settings of the Customer, for the purposes of the performance of the Agreement.
4.4 The Customer consents for AllBack to disclose the collaboration between AllBack and the Customer in marketing materials for marketing purposes and in this connection also use the company logo of the Customer. The Customer may revoke this consent pursuant to this Section 4.4 at any time by declaration in text form (e.g. via e-mail to hello@allback.ai).
5. Fees and Payment
5.1 The Customer pays to AllBack the fees in accordance with the applicable plan ("Fees") as indicated on our website at https://www.allback.ai/pricing. The Free Plan has no Fees.
5.2 Unless otherwise stated, the Fees apply monthly or yearly, depending on the plan, and net plus applicable value-added tax.
5.3 Our accepted method of payment is the credit card. We may add other methods of payment in the future at our sole discretion. We use third-party payment service providers to carry out the payment process as indicated within the respective section of our website.
5.4 Schools, nonprofits, and community groups can apply for free access to a paid plan ("For Good Plan"). AllBack decides on applications at its own discretion and may end a For Good Plan with thirty (30) days' notice if the conditions are no longer met.
6. Warranty
6.1 For cost-free services of AllBack, most notably for Services in connection with Customers on the "Free Plan" and the "For Good Plan", we provide a warranty according to the applicable statutory provisions.
6.2 For all other Services AllBack provides a warranty for defects in the provision of the Platform exclusively in accordance with the following provisions.
6.2.1 Defects are significant deviations from the contractually agreed functional scope of the Platform.
6.2.2 If the Services to be provided by AllBack under this Agreement are defective, AllBack will, within a reasonable period and after receipt of a written (email sufficient) notice of defect by the Customer, at its choice either subsequently improve the Services or provide them again. The provision of instructions for use, with which the Customer can reasonably work around defects that have occurred in order to use the Platform in accordance with the Agreement, is deemed to be sufficient a remedy.
6.2.3 If the defect-free provision of the Services fails for reasons for which AllBack is responsible, even within a reasonable period set by the Customer in written form (email is sufficient), the Customer can reduce the Fees by an appropriate amount. The right to reduce the Fees is limited to a reasonable pro-rata amount of the monthly owed Fees for the defective part of the Service.
6.2.4 If the reduction according to clause 6.2.3 reaches a maximum amount of 100% in two consecutive months or in two months of a quarter year, the Customer can terminate the agreement without notice.
6.2.5 The Customer will notify AllBack without undue delay in written form (email is sufficient) of any defects that may occur. Furthermore, the Customer will support AllBack free of charge and in a reasonable manner in the remedy of defects and will in particular provide AllBack with all information and documents which AllBack requires for the analysis and remedy of defects.
6.2.6 To the extent that the Customer's contractual use of the Services is wholly or partially deprived due to a defect in title, AllBack may, at its own option, also remedy such defect by:
a) providing the Customer with the necessary rights to use the Service in accordance with the Agreement; or
b) modifying the Service in such a way that the right of the third party no longer prevents the Customer from using it in accordance with the Agreement.
6.3 AllBack does not warrant that Recipients receive the emails, open the forms, or answer them. The delivery of emails depends on the email providers of the Recipients.
7. Damage and Liability
7.1 AllBack is liable for cost-free Services, most notably for Services in connection with Customers on the "Free Plan" and the "For Good Plan", according to the applicable statutory provisions.
7.2 In all other respects AllBack is unrestrictedly liable with respect to the provision of its Services for intent and gross negligence and for damages caused by injury to life, body, or health.
7.3 In cases of simple negligence AllBack is liable for the breach of a primary contractual obligation (Kardinalpflichten according to German law). A primary contractual obligation in the sense of this clause is an obligation whose performance enables the performance of the Agreement and on whose performance the Customer may therefore regularly rely.
7.4 To the extent permitted by law, AllBack shall not be liable for indirect or consequential damages, including loss of profits, except where such damages (i) result from a breach of primary contractual obligations (Kardinalpflicht) and were not typical and foreseeable or (ii) are subject to unlimited liability under Clause 7.2.
7.5 Liability pursuant to the above clause 7.3 is limited to the typical, foreseeable damage at the time of conclusion of the Agreement.
7.6 Liability for damages due to loss of data is limited to the amount of data recovery that would have been incurred even if the Customer performed regular data backups appropriate to the risk. This limitation does not apply if the loss of data arises from a breach of a primary contractual obligation (Kardinalpflicht) of AllBack.
7.7 The limitations of liability apply mutatis mutandis in favour of our employees, agents, directors, or other personnel or freelancers.
7.8 Any liability of AllBack for given guarantees (which must be explicitly designated as such) and for claims based on the German Product Liability Act or applicable data protection laws remains unaffected.
7.9 Any further liability of AllBack is excluded.
8. Term and Termination
8.1 The "Term" commences upon the conclusion of the Agreement according to Section 1.5 and ends when the termination of the Agreement becomes effective.
8.2 Unless otherwise agreed the Term is one month or year depending on the plan applicable from the commencement of the Agreement.
8.3 The Term is extended automatically for another month or year depending on the plan applicable if the Agreement is not validly terminated by one of the parties.
8.4 Customers on the "Free Plan" may terminate the Agreement at any time by writing to hello@allback.ai. All other Customers may terminate the Agreement accordingly before the end of their billing period.
8.5 AllBack may terminate this Agreement by a thirty (30) day's written notice (email sufficient).
8.6 AllBack is also entitled to downgrade the Customer to the "Free Plan" if the Customer is more than one (1) week in default of payment of their Fee and AllBack has noticed the Customer of the prospect of a downgrade in text or written form.
8.7 Termination for good cause remains unaffected for both parties.
8.8 Upon effectiveness of the termination of the Agreement the Customer has no right to obtain any Services any longer. AllBack will delete the Customer Content and Customer's personal data in accordance with the arrangements in Appendix 1 after eight (8) weeks after the effectiveness of the termination ("Grace Period") during which you may require (email sufficient) to be provided by us with such data in a reasonable format. AllBack is also entitled to store data after the Grace Period if AllBack is legally or by order of an authority obliged to do so, in particular for reasons of commercial and tax law.
9. Indemnification
9.1 The Customer indemnifies AllBack from all claims of third parties, including Recipients, which these assert against AllBack because of the Customer's use of the Platform and/or in connection with Customer Content. AllBack will inform the Customer without undue delay of any such claims asserted by third parties and provide the information and documents necessary or reasonably helpful for defense upon request in due time. In addition, AllBack will at its sole discretion either let the Customer defend himself or will do so itself in consultation with the Customer. In particular, AllBack will neither acknowledge nor put claims asserted by third parties beyond dispute without consultation with the Customer. The provisions of this clause apply accordingly to contractual penalties, damage awards, or settlements as well as fines and administrative fines imposed by the court or by official authorities including reasonable respective lawyer's fees.
10. Amendments to this Agreement
10.1 AllBack reserves the right to make changes or additions to this Agreement. AllBack shall notify the Customer in text form of any proposed amendments to the Agreement.
10.2 The proposed amendments shall only be implemented after the expiry of a reasonable and proportionate period of time with regard to the nature and scope of the planned amendments and their consequences for the Customer. This period shall be thirty (30) days from the date AllBack notifies the affected Customers of the proposed amendments, unless a longer period is necessary to enable the Customer to make the technical or business adjustments required due to the amendment, considering the circumstances of the individual case.
10.3 To the extent that the proposed amendments do not (i) affect the Customer License, the Fees or other main obligations of the Parties, (ii) are reasonable for the Customer and (iii) do not place the Customer in a worse position overall, AllBack may choose the following procedure:
10.3(a) The amendments shall be deemed to have been approved if the Customer does not object in text form within the time limit set out in Section 10.2.
10.3(b) The Customer has the right to extraordinary termination of the Agreement before the expiry of the period according to Section 10.2.
10.3(c) AllBack shall inform the Customer of the consequences of a failure to object and of the right to terminate without notice when informing the Customer of amendments to the Agreement.
10.3(d) The Customer may waive compliance with the time limit pursuant to Section 10.2 and thus waive its right of objection or right of termination in accordance with Section 10.3 by means of an unambiguous confirmatory act.
10.3(e) The time limit pursuant to Section 10.2 does not apply if AllBack
(1) due to statutory or regulatory obligations, must make amendments to the Agreement in a manner that does not allow AllBack to meet the time limit set forth in Section 10.2;
(2) in exceptional circumstances, must amend the Agreement to address an unforeseen and imminent threat to protect the Platform, Customers, or Recipients from fraud, malware, spam, privacy breaches or other cybersecurity risks.
10.4 For amendments to the Agreement for which the procedure under Section 10.3 does not apply or is not chosen by AllBack, the Agreement shall only apply in the amended form to the Customer, if they expressly agree to the amendment to the Agreement.
10.5 The right of AllBack to terminate the Agreement (in particular if the Customer does not approve the amendment to the Agreement) pursuant to Section 8 remains unaffected.
11. Final Provisions
11.1 In case of contradictions between the Appendix 1 and the Agreement, the provisions of the Appendix 1 shall prevail.
11.2 The Customer can only offset against claims of AllBack or assert a right to retain if the counterclaim is undisputed or has been legally recognized or is in a synallagmatic relationship with the respective claim concerned.
11.3 The laws of [GOVERNING LAW] apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.4 The exclusive place of jurisdiction over all disputes under or in connection with this Agreement is [PLACE OF JURISDICTION], provided that the parties of the Agreement are merchants or the Customer has no general place of jurisdiction in [JURISDICTION COUNTRY] or in another EU member state or has moved his permanent domicile abroad after these terms and conditions have come into effect or his domicile or his habitual place of residence is unknown at the time of the commencement of legal proceedings.
Appendix 1: Data Processing Agreement
[DPA: to be added before launch. Customers can ask for it at hello@allback.ai.]
Appendix 2: EU Data Act Addendum
[EU DATA ACT ADDENDUM: to be added before launch.]