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Terms and conditions

Last updated: 28 September 2026

Draft for legal review. This text has not been checked yet and is not legally binding. In case of doubt, the German version prevails.

§ 1 Scope

  1. These terms apply to all contracts for the use of Talkward between Pangolin UG (haftungsbeschränkt) i. G., Hansestr. 3, 59590 Geseke, Germany (“Provider”), and its customers.
  2. Talkward is offered exclusively to businesses within the meaning of § 14 BGB, legal entities under public law and special funds under public law. The Provider does not enter into contracts with consumers.
  3. Deviating terms of the customer only apply if the Provider expressly agrees to them in text form.

§ 2 Services

  1. Talkward is software provided as a service over the internet (software as a service). It comprises a shared inbox for web chat, email, WhatsApp, Instagram and Facebook and, depending on the plan and apps booked, an AI agent, translation, summaries, analytics and interfaces.
  2. The scope of services follows from the service description of the booked plan and apps valid at the time of contract. Limits such as the number of agents, brands, AI agents, active contacts and AI credits are set out there.
  3. The Talkward connector for JTL-Wawi is part of the “JTL-Wawi” app. The customer installs it on their own systems. The connector only reads from the Wawi database and only runs a fixed set of queries.
  4. Connecting WhatsApp, Instagram and Facebook requires the customer’s own account with Meta. Fees charged by Meta for WhatsApp conversations are paid by the customer directly to Meta. The Provider is not responsible for Meta’s services or availability.
  5. The Provider may develop and change the software as long as the agreed core functions are preserved and the change is reasonable for the customer.

§ 3 Artificial intelligence

  1. Replies of the AI agent are generated automatically based on the customer’s knowledge base and, if booked, data from the connected merchandise management system. They may be incomplete or wrong. The customer reviews the settings and the knowledge base under their own responsibility.
  2. Messages of the AI agent are labelled as AI replies towards end customers. This label cannot be switched off (Art. 50 AI Act).
  3. The customer does not use the AI agent for decisions that have legal or similarly significant effects on end customers without review by a human.

§ 4 Trial and conclusion of contract

  1. New customers can try Talkward free of charge for 14 days with the scope of the Professional plan. The trial ends automatically and does not turn into a paid plan unless the customer books one.
  2. The contract is concluded when the customer books a paid plan or app and the Provider confirms the booking.

§ 5 Prices and payment

  1. The prices stated at the time of booking apply. All prices exclude statutory VAT.
  2. Plans are billed monthly or annually in advance, as chosen by the customer. With annual billing, the customer pays ten times the plan’s monthly price for twelve months. Apps are billed monthly in advance. Usage-based services (for example SMS) are billed afterwards.
  3. Payment is made via the payment service provider Stripe by direct debit or credit card.
  4. If the customer is more than 14 days in arrears, the Provider may restrict access after prior notice. The chat widget then only refers end customers to the customer’s email address.
  5. The Provider announces price changes at least six weeks in advance in text form. The customer may terminate with effect from the date the change takes effect. With annual billing, a changed price only applies from the next contract term.

§ 6 Term and termination

  1. With monthly billing, the contract runs for an indefinite period and can be terminated by either party at the end of a billing month.
  2. With annual billing, the contract runs for twelve months. It renews for a further twelve months each time unless either party terminates with one month’s notice before the end of the term. Early ordinary termination is excluded; amounts already paid are not refunded pro rata. At the end of the term, the customer can switch to monthly billing.
  3. Regardless of how the plan is billed, apps can be cancelled individually at the end of a billing month.
  4. The right to terminate for good cause remains unaffected.
  5. After the end of the contract, the customer can export their data for 30 days. The Provider then deletes it unless a statutory retention obligation applies.

§ 7 Availability

  1. The Provider aims for an availability of 99.5% on monthly average. Announced maintenance windows and outages the Provider is not responsible for, for example at Meta, Anthropic, email providers or in the customer’s network, are excluded.
  2. If the customer’s connector cannot be reached, the AI agent tells the end customer that it cannot check right now and hands the conversation over to the team.

§ 8 Customer obligations

  1. The customer keeps their login details secret, sets up a separate account for each staff member and informs the Provider without delay if misuse is suspected.
  2. The customer is responsible towards their end customers for lawful processing. They inform them about the use of Talkward in their privacy policy and obtain any required consent, for example for WhatsApp messages or co-browsing.
  3. The customer does not use Talkward for advertising without consent, for unlawful content or in a way that violates Meta’s policies.

§ 9 Data protection and confidentiality

  1. Where the Provider processes personal data on behalf of the customer, the parties conclude a data processing agreement according to Art. 28 GDPR. It forms part of this contract and lists the subprocessors.
  2. Each customer’s data is technically separated from other customers’ data. The Provider stores credentials for the customer’s mailboxes and accounts in encrypted form.
  3. Both parties treat confidential information of the other party as confidential, also after the end of the contract.

§ 10 Liability

  1. The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and within the scope of a guarantee given.
  2. In the event of a slightly negligent breach of an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, at most the fees of the last twelve months. Essential contractual obligations are those whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.
  3. Otherwise, liability for slight negligence is excluded. Strict liability for defects already present at the time of contract (§ 536a (1) BGB) is excluded.
  4. The Provider is liable for loss of data only to the extent that would have occurred with regular data backups by the Provider.

§ 11 Changes to these terms

The Provider may change these terms with effect for the future if there is an objective reason, such as a change in the law or new features. It announces changes at least six weeks in advance in text form. If the customer does not object within this period, the changes are deemed accepted; the Provider points this out in the notice. If the customer objects, either party may terminate with effect from the date the change takes effect.

§ 12 Final provisions

  1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction for all disputes arising from this contract is the Provider’s registered office, provided the customer is a merchant, a legal entity under public law or a special fund under public law.
  3. Should any provision be invalid, the remainder of the contract remains valid.