General Terms and Conditions

The provider of the ComLayer platform (hereinafter “ComLayer”) is CITO GmbH, Jungfrauenthal 8, 20149 Hamburg, Deutschland, represented by its Managing Director Sebastian Johnston, registered in the commercial register of the Amtsgericht München under HRB 214036, VAT identification number DE300536807 (hereinafter the “provider”). The full provider identification is given in the Legal notice.

These terms apply to all contracts on the use of ComLayer between the provider and its customers. Terms and conditions of the customer that deviate from, conflict with or supplement these terms do not become part of the contract, even if the provider does not object to them separately.

The provider's offering is directed exclusively at entrepreneurs within the meaning of § 14 BGB, at legal persons under public law and at special funds under public law. Concluding a contract with consumers within the meaning of § 13 BGB is excluded.

The customer confirms its status as an entrepreneur when registering an account of its own and warrants that it uses ComLayer in the exercise of its commercial or self-employed professional activity. The provider records this confirmation together with the time and the version of these terms applicable at that moment; that is currently version 2026-08. As this is not a consumer transaction, there is no right of withdrawal; §§ 312 ff. BGB on consumer contracts do not apply.

This confirmation is not on record in every case. Anyone joining an existing workspace through an invitation goes through registration without it; in that case the contracting party remains the customer who created the workspace. For contracts from the time before the confirmation was introduced, it was not obtained. The exclusive reference to entrepreneurs under paragraph 1 applies regardless: the confirmation documents it, it does not establish it.

If it subsequently turns out that the customer acted as a consumer, the provider is entitled to terminate the contract with immediate effect and to block access.

The contract is concluded when the customer creates an account and the provider activates access. For paid plans, the contract is concluded upon completion of the order process through the payment service provider.

The customer is responsible for the confidentiality of its credentials and for all actions carried out through its account and by the team members it has invited. It must inform the provider without undue delay if it has any indication of misuse.

ComLayer is a support platform provided over the internet as software-as-a-service. For the term of the contract, the provider gives the customer access to the features of the plan booked in each case, in particular to a chat widget that can be embedded into the customer's website, a shared inbox with handover to staff, a Help Centre, status page, feedback and roadmap module, and an AI agent that answers requests on the basis of the knowledge the customer has added.

Which features and which volume limits (seats, knowledge sources, included AI answers) each plan contains follows from the price list in the version applicable when the contract is concluded. The limits for seats and knowledge sources are enforced technically: once the limit is reached, no further seat and no further source can be created. The included AI answers, by contrast, are not a block but a billing threshold — the AI agent keeps answering beyond them so that no visitor request in progress is cut off. Every answer above the allowance is billed at the rate per answer stated in the price list.

The provider develops ComLayer further on an ongoing basis. Features may be added, changed or replaced as long as this does not materially restrict the scope of services owed under the contract. Provision takes place at the handover point of the data centre; the customer's internet connection is not part of the contract.

Answers from the AI agent are generated by machine. They may be incomplete or incorrect, even if the knowledge added is correct. The provider owes the operation of the feature, not the substantive accuracy of individual answers.

The customer decides which knowledge it adds and to what extent the AI agent acts towards its own customers. It bears the responsibility for this use being legally permissible in its environment, and sets up the handover to staff as its use case requires.

The provider does not analyse the customer's content in order to train models of its own. The same applies to the model and embedding providers used: Both providers have contractually committed to the same exclusion: the model provider through the data processing terms of Google Cloud, the embedding provider through the terms of use of Voyage AI.

The fees are made up of up to three components:

• a base price per billing month for the plan booked,
• a seat price per billing month for each seat used,
• a usage-based charge for AI answers above the allowance included in the plan.

The amounts applicable in each case are stated in the price list. They are deliberately not repeated here so that the contract and the price list cannot drift apart. All prices are net, plus statutory VAT.

The allowance of AI answers applies per billing month; unused answers expire and are not refunded. If the allowance is exceeded, the AI agent keeps answering, and the additional answers are billed by usage.

Billing takes place monthly in advance for the base and seat prices and in arrears for usage. Payments are handled through the payment service provider Stripe; the customer stores a valid payment method there. The provider makes invoices available electronically. In the event of late payment, the provider is entitled to block access after prior notice until the amount is settled; further statutory rights remain unaffected.

The free plan is provided without fees. There is no claim to its permanent availability or to a particular scope of features.

The contract for a paid plan runs for an indefinite period and is billed monthly. The customer may terminate it at any time with effect from the end of the current billing period. Termination takes place in Einstellungen under “Abrechnung” through the Stripe customer portal; the service remains usable until the end of the period already paid for. There is no pro rata refund.

The provider may terminate the contract with three months' notice to the end of a month. The right of both parties to terminate for cause without notice remains unaffected; for the provider, cause exists in particular in the event of a material breach of clause 8 or of late payment over two billing periods.

After the contract ends, the customer's data is deleted in accordance with clause 12 and the data processing agreement. The customer is responsible for exporting any data it needs beforehand.

The customer undertakes:

• not to use ComLayer for unlawful content or purposes and not to infringe the rights of third parties,
• to inform the data subjects of its own processing — in particular the visitors to its website — in accordance with Art. 13 GDPR and to ensure the necessary legal bases,
• not to collect special categories of personal data under Art. 9 GDPR through the support channel without agreeing this with the provider beforehand,
• not to place automated load on the platform in a way that impairs operation for other customers, and not to circumvent security measures.

If the customer materially breaches these obligations, the provider may block the content concerned and temporarily restrict access. The provider informs the customer of this without undue delay.

The provider operates ComLayer with the care of a prudent merchant and monitors operations. No particular availability rate is warranted. There is no service level agreement; one can be agreed separately.

Interruptions caused by maintenance, necessary security measures, disruptions at upstream suppliers or events outside the provider's sphere of influence do not constitute a defect. The provider announces plannable maintenance work in advance where possible.

All content that the customer puts in or that arises for it in the course of use — in particular knowledge sources, conversations and help articles — remains its own. The provider receives a non-exclusive right of use in that content, limited to the term of the contract and to the purpose of providing the service.

All rights in ComLayer itself, including the software, the interface and the brand, belong to the provider. For the term of the contract, the customer receives a non-exclusive, non-transferable right to use it as intended.

The provider is liable without limitation in the event of intent and gross negligence, for injury to life, body or health, for defects fraudulently concealed, to the extent of a guarantee assumed, and under the Produkthaftungsgesetz (German Product Liability Act).

In the event of a slightly negligent breach of a material contractual obligation — an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely — liability is limited to the damage foreseeable when the contract was concluded and typical for this type of contract, but at most to EUR 10,000. Beyond that, liability for slight negligence is excluded.

For the loss of data, the provider is liable only to the extent that would have arisen had the customer carried out proper and regular data backups. The above limitations also apply to the personal liability of the provider's legal representatives and vicarious agents.

Where the provider processes personal data on behalf of the customer in the course of providing the service, the parties conclude a data processing agreement under Art. 28 GDPR. The agreement can be viewed at Data processing agreement (DPA) and becomes part of the contract.

How the provider processes personal data under its own responsibility is set out in the Privacy policy.

The provider may change these terms where this is necessary to adapt them to a changed legal situation, to supreme court case law or to a further development of the platform, and where it does not unreasonably disadvantage the customer.

The provider notifies the customer of changes in text form at least two weeks before they take effect. If the customer does not object before that point, the changes are deemed accepted; the provider points this consequence out separately in the notification. In the event of an objection, either party may terminate the contract as of the date the change takes effect. Price changes for running contracts take effect at the earliest at the beginning of the billing period following the notification.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Hamburg, provided that the customer is a merchant, a legal person under public law or a special fund under public law.

The place of performance is the provider's registered office. Amendments and supplements to this contract require text form; this also applies to any waiver of this form requirement. Should a provision be or become invalid, the validity of the remaining provisions remains unaffected.