Terms of Service

1.1 These General Terms and Conditions ("Terms") govern the provision of the software service "Scanlane" (the "Service") by Merrett Ventures GmbH, Rheinsberger Str. 58, 10115 Berlin, Germany ("we", "us") to its customers ("Customer", "you").

1.2 "Guest" means an end user of the Customer, in particular a hotel guest, who uses the guest chat by scanning a QR code.

1.3 Deviating, conflicting or supplementary terms and conditions of the Customer do not become part of the contract unless we have expressly agreed to their validity in writing.

2.1 Our presentation of the Service does not constitute a binding offer. A contract is formed when we confirm the Customer's order in text form or when we provide access to the Service.

2.2 Accounts are currently created by us on the Customer's instruction. The Customer must provide accurate and complete information for this purpose.

3.1 We provide the Customer with the Service via the internet for the term of the contract. It comprises in particular:

• an AI-supported guest chat which Guests reach by scanning a QR code, without requiring an app or registration;
• answers generated from content maintained by the Customer (knowledge base, uploaded documents, website content);
• automatic translation between the Guest's language and the Customer's staff language;
• handover of conversations to the Customer's staff, including an inbox and notifications;
• administration, QR code management, analytics and, where activated, offer suggestions.

3.2 The Service is provided as software as a service. The Customer does not receive the software itself, and no source code is handed over.

3.3 We are entitled to develop the Service further and to modify, extend or replace individual functions, provided that the contractually agreed core functionality is maintained and the change is reasonable for the Customer.

This section is essential. Please read it carefully.

4.1 The Service uses large language models to generate answers. Such systems can produce results that are incorrect, incomplete, out of date or misleading, even where the underlying source material is accurate. This is an inherent characteristic of the technology, not a defect of the Service.

4.2 The Service is designed to answer only from content provided by the Customer, and to hand a conversation over to a human where an answer cannot be found. However, we do not warrant that every answer is accurate, complete or suitable for a particular purpose.

4.3 The Customer remains responsible for the information communicated to its Guests. The Customer shall keep its content up to date, and shall review conversations to a reasonable extent.

4.4 The Service must not be used for legally or safety-critical information — in particular for medical, legal or financial advice, for emergency communication, or for information whose inaccuracy could endanger persons.

4.5 Bookings, orders and purchases are not concluded by the Service. It merely records such requests and passes them to the Customer's staff. Offer functions are suggestions only and do not constitute binding offers to Guests.

5.1 We aim for an annual availability of 99 % of our Service, measured at the transfer point to the internet, excluding planned maintenance.

5.2 We will announce planned maintenance work in good time where reasonably possible and will, as far as practicable, carry it out at times of low usage.

5.3 Availability is excluded from our responsibility to the extent it is affected by circumstances outside our control, in particular failures of the internet, of third-party services required for the Service (see section 8), or force majeure.

6.1 The Customer shall:

• keep access credentials confidential, protect them against access by third parties and notify us without undue delay of any suspected misuse;
• ensure that the content it enters is accurate, up to date and lawful, and that it holds the necessary rights to it;
• when providing website addresses or documents as a source, ensure that it is entitled to use that content;
• comply with its own data protection obligations towards its Guests, in particular the duty to provide information under Art. 13 GDPR;
• not use the Service unlawfully, in particular not for unlawful, offensive, discriminatory or misleading content.

6.2 The Customer is responsible for the users it authorises and is accountable for their conduct as for its own.

6.3 If the Customer culpably breaches these obligations, it shall indemnify us against third-party claims arising from that breach, including reasonable legal defence costs.

7.1 For the term of the contract, the Customer receives a non-exclusive, non-transferable right to use the Service for its own business purposes.

7.2 The Customer retains all rights to the content it provides. The Customer grants us the simple right to process, store and reproduce that content to the extent necessary to provide the Service.

7.3 The Customer may not reverse engineer the Service, use it to build a competing product, or make it available to third parties for a fee.

8.1 We use subcontractors to provide the Service, in particular for hosting, database services, AI processing and email dispatch. The current list is set out in our Privacy Policy.

8.2 In relation to Guest data, the Customer is the controller and we are the processor within the meaning of Art. 28 GDPR. A data processing agreement shall be concluded with the Customer; it forms part of this contract. Where its provisions conflict with these Terms, the data processing agreement prevails in respect of data protection matters.

8.3 The Customer is responsible for informing its Guests about the use of the Service in accordance with data protection law.

9.1 The agreed fees apply. All prices are exclusive of statutory value added tax, unless stated otherwise.

9.2 Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.

9.3 In the event of default in payment, we may, after issuing a reminder and allowing a reasonable grace period, suspend access to the Service. Statutory claims remain unaffected.

9.4 We may adjust fees with three months' notice to the end of a contract term. If the increase exceeds 5 %, the Customer may terminate the contract with effect from the date on which the increase takes effect.

10.1 The contract runs for the agreed term and renews automatically for the same period unless terminated with one month's notice to the end of the term.

10.2 The right of both parties to terminate for good cause without notice remains unaffected.

10.3 Termination must be in text form (for example by email).

10.4 Following the end of the contract, we will make the Customer's data available for export for a period of 30 days on request and will then delete it, unless statutory retention obligations require otherwise.

11.1 We warrant that the Service is fit for use in accordance with the contract. Section 4 applies to the content of AI-generated answers.

11.2 Insignificant reductions in the suitability of the Service do not constitute a defect. Strict liability for defects existing at the time of contract formation pursuant to § 536a (1) alternative 1 BGB is excluded.

11.3 The Customer shall report defects without undue delay in a comprehensible form, including the information required to reproduce them.

12.1 We have unlimited liability for intent and gross negligence, for injury to life, body or health, in accordance with the German Product Liability Act (Produkthaftungsgesetz), and to the extent we have assumed a guarantee.

12.2 In cases of slight negligence, we are liable only for breaches of material contractual obligations (cardinal obligations) — that is, obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract.

12.3 Subject to sections 12.1, our total liability for slight negligence within a contract year is limited to the fees paid by the Customer in the twelve months preceding the event giving rise to liability.

12.4 We are not liable for loss of data where the damage would have been avoided by proper, regular data backup by the Customer.

12.5 The above limitations also apply in favour of our employees, representatives and vicarious agents.

The parties undertake to keep confidential all confidential information of the other party which becomes known to them in connection with this contract, to use it only for the purposes of the contract, and not to make it accessible to third parties. This obligation survives the end of the contract for three years.

14.1 We may amend these Terms where necessary in order to take account of changes in the law or in case law, or of changes to the Service, provided that this does not disrupt the contractual balance to the Customer's disadvantage.

14.2 We will notify the Customer of amendments in text form at least six weeks before they take effect. If the Customer does not object within six weeks of receipt of the notification, the amendments are deemed accepted; we will point this out separately in the notification. If the Customer objects, we may terminate the contract to the end of the current term.

15.1 The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided that the Customer is a merchant, a legal person under public law or a special fund under public law.

15.3 The place of performance is Berlin.

15.4 Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, the statutory provisions apply.

15.5 These Terms are concluded in English. Should we publish a translation, the English version shall prevail in the event of any discrepancy.