Master Services Agreement Coachbot AI GmbH

Date: August 2026

Preamble

Coachbot AI GmbH, Mühlenstr. 8a, 14167 Berlin, registered in the Commercial Register of the Local Court of Charlottenburg (Berlin) under HRB 730829 ("Coachbot"), operates an AI-powered platform infrastructure that enables coaches, trainers, mentors, and coaching organisations to build, deploy, and operate AI-based coaching programmes for their own clients. Coachbot provides access to this infrastructure exclusively on a business-to-business basis as a software-as-a-service offering. Coachbot does not itself provide coaching services and does not enter into a coaching relationship with any end user of the platform.

1. General Part

1. Scope 

1. This agreement governs the legal relationship between Coachbot and the party entering into an agreement with Coachbot (the "Customer"). All Customers are commercial entities within the meaning of § 14 BGB. This agreement does not establish any contractual relationship between Coachbot and the end users of the platform.

2. Coachbot operates in two distinct contractual constellations. 

1. In the Creator Constellation, a coach, trainer, mentor, or coaching organisation contracts with Coachbot in a professional capacity in order to build AI-based coaching programmes and make them available to their own clients. 

2. In the Enterprise Constellation, a company contracts with Coachbot in order to deploy the platform internally for its own employees. 

The applicable Special Part is determined by the account type selected at registration or, in the Enterprise Constellation, by the individual agreement executed with Coachbot. Each Customer is subject to exactly one Special Part. The Creator Agreement governs the Creator Constellation and the Enterprise Agreement governs the Enterprise Constellation. 

1. Coachbot's platform comprises three distinct surfaces: 

• The CoachBot Studio, through which Customers build and configure their programmes; 

• the Chat App, through which Users access and interact with those programmes; and 

• the Proxy, through which Customers may deploy programmes via their own technical infrastructure. 

These surfaces are functionally independent. Creators may deploy their AI coaching programmes under their own branding, including via a custom URL or interface that does not visibly display the Coachbot brand, or directly through the Coachbot platform without separate branding. In either case, Coachbot remains the operator of the underlying platform infrastructure. Branding choices by the Creator do not affect Coachbot's position under this agreement.

1. Where a Creator makes the platform available to its clients, the contractual relationship for the coaching service exists exclusively between the Creator and the respective client. This applies regardless of whether the Creator has concluded a separate coaching contract with that client. Coachbot is not a party to any such relationship and does not assume obligations arising from it.

1. Definitions

The following terms have the meanings set out below wherever they appear in this agreement.

1. "Proxy" means the technical interface layer through which Coachbot provides programmatic access to the platform infrastructure, enabling Customers to deploy AI-powered coaching programmes via a self-built or third-party environment. The Proxy may be implemented as a REST API, an embedded integration, a Model Context Protocol connection, or any other integration method made available by Coachbot.

2. "Beta Feature" means a platform function or module that Coachbot makes available to the Customer under that designation and that is not included within Core Functionality.

3. "BYOK-Model" means the deployment constellation in which the Customer provides its own API key or deploys its own AI model, with Coachbot providing the platform infrastructure layer only.

4. "ChatApp" means the web-based front-end interface through which Users interact with a coaching programme deployed by a Creator or Enterprise Customer. The Chat App is operated by Coachbot as part of the platform infrastructure. 

5. "CoachBot Studio" or the "Platform" means the cloud-based, browser-based interface operated by Coachbot through which Customers create, configure, and manage AI-powered coaching programmes. The CoachBot Studio is the authoring environment; it does not itself constitute a deployment surface.

6. "Core Functionality" means the minimum functional scope of the platform set out exhaustively in Annex 1, on the contractually intended use of which the Customer depends for the purposes of this agreement.

7. "Creator" means a coach, trainer, mentor, or coaching organisation contracting with Coachbot in a professional capacity under Creator Part.

8. "End User Terms" means the terms of use set out in Annex 5, which govern the direct relationship between Coachbot and a User with respect to the User's access to and use of the platform infrastructure. The End User Terms are independent of any coaching contract between the Creator and the User.

9. "Enterprise Customer" means a company contracting with Coachbot under Special Part B for the internal deployment of the platform for its own employees.

10. "Guardrails" are efforts to reduce the risk of unsafe Platform input or output through instructions embedded in the applicable system prompt or CoachBot configuration, documented in the CoachBot Studio configuration. Coachbot does not guarantee compliance with any such instruction in every instance.

11. "Non-directive coaching format" means a programme structure in which the AI model responds exclusively through questions, structured reflection prompts, and summaries of the User's own statements, without offering opinions, evaluations, recommendations, or instructions, and without directing the User towards a particular decision or course of action. A format is directive within the meaning of this Agreement where the AI model, regardless of how the relevant output is labelled, provides an assessment of a situation, recommends a specific action, or conveys a professional judgement on which the User is expected to rely.

12. "Peripheral Functionality" means any functional scope of the platform beyond Core Functionality, including new integrations, additional analytical features, experimental capabilities, and supplementary modules that Coachbot makes available without thereby extending the minimum functional scope set out in Annex 1.

13. "Standard LLM Model" means a large language model service engaged by Coachbot as a sub-processor in its own name, as opposed to an LLM service or model introduced by the Customer under the BYOK-Model.

14. "User" means a natural person who accesses the platform under an invitation issued by a Creator or by an Enterprise Customer and who has accepted the End User Terms upon first login. A User is not a contractual party to this agreement.

15. "Token" means the unit of input or output data processed by the applicable AI model. Tokens arise from both input and output processing and are counted in accordance with the tokenisation method of the AI model provider in use at the relevant time. The definition encompasses all current and future modalities supported by the Platform, including text and audio.

1. Conclusion of Contract

1. The presentation of the platform on Coachbot's website constitutes an invitation to make an offer and not an offer itself. A contractual relationship is concluded when the Customer submits a registration through the platform (offer) and Coachbot activates the account (acceptance). In the Enterprise Constellation, the contract is concluded upon execution of a written agreement by both parties. Coachbot may decline a registration without stating reasons, in which case no contractual relationship arises.

2. Registration requires the use of a valid business email address. Anonymous registration is not permitted. At the time of registration, the Customer designates a named contact person by providing that person's full name, business email address, and telephone number. That person is authorised to make all declarations required for the day-to-day operation of the contractual relationship on the Customer's behalf, including notices, support requests, and configuration instructions, but excluding notices of termination and amendments to this agreement, which require written authorisation by a person holding signatory authority for the Customer. The Customer must notify Coachbot of any change to the designated contact person in text form without undue delay. Until receipt of such notification, Coachbot is entitled to rely on the last designated contact person for all purposes.

3. Where Coachbot prepares and transmits to the Customer written notes of a meeting, telephone call, or video conference held in connection with the contractual relationship, the Customer must raise any objection within seven calendar days of receipt. Absent a timely objection, and provided that Coachbot included a reference to the objection period in the notes, the notes are deemed an accurate record of the session. 

1. Subject Matter of the Services

1. Coachbot makes the CoachBot Studio available to the Customer as a Software-as-a-Service. The core services of the platform, irrespective of the applicable contractual constellation, comprise prompt orchestration, session management, a memory system, and conversational guidance logic. Usage of these services is subject to the Token limits applicable to the Customer's subscription tier as set out in Annex 1. Coachbot additionally provides programmatic access to the platform through the proxy. Where the Customer accesses the platform via REST API, the conditions and technical specifications of that form are governed by Annex 3 (API Schedule). All data processed through the platform flows through Coachbot's infrastructure, including under the BYOK-Model. Standard platform support is provided in accordance with Annex 2 (SLA). Additional service tiers, including premium support and professional services, are available as set out in Annex 1 (Service Description).

2. The Platform may alternatively be used under the BYOK-Model, under which the Customer configures the Platform to process requests via an API key issued to the Customer by a third-party LLM provider. Under the BYOK-Model, Coachbot provides its infrastructure, orchestration, and session management layer. The Customer is responsible for the availability, performance, and contractual compliance of the LLM service it introduces. The technical requirements and conditions applicable to the BYOK-Model are set out in Annex 3.

3. Coachbot guarantees platform operation in German and English. Processing in other languages is handled via the applicable LLM and does not constitute a guaranteed Coachbot service. Third-party content accessible through or generated in the context of the platform is not under Coachbot's control, and Coachbot assumes no responsibility for such content. 

1. Permitted Use and Restrictions

1. The Customer may use the CoachBot Studio exclusively for lawful purposes and within the scope of the contractual constellation applicable to it under § 1. Use of the platform is limited to non-directive coaching formats. Unless specifically agreed differently in Annex 1, the Customer shall not deploy the platform, or any programme built on it, to provide recommendations, opinions, training, consulting, or any other directive service.

2. The Customer shall not use the platform in the following areas, regardless of how the relevant programme is labelled or marketed: 

1. psychotherapy, psychological counselling, psychiatric treatment, 

2. medical diagnosis or advice, 

3. financial or legal advice, or 

4. any other activity that is reserved by law to licensed professionals. 

The Customer shall not market the platform, or any programme deployed on it, as psychotherapy, psychological counselling, or any equivalent regulated activity.

Where Users indicate a need for medical or psychological assistance, the Customer shall direct them to qualified professionals without delay.

1. The Customer shall not deploy any programme on the platform to persons under the age of 18.

2. The Customer shall not use the platform to create, transmit, store, or disseminate content that is illegal under applicable law, pornographic, glorifies or incites violence, constitutes hate speech or discrimination on the basis of race, gender, religion, disability, sexual orientation, or any other protected characteristic, depicts or sexualises minors, facilitates fraud, harassment, or any other criminal activity, or infringes third-party intellectual property rights.

3. Where the Customer's monthly Token consumption reaches 80% of the contracted allocation, Coachbot will notify the Customer and may, at its discretion, restrict voice-based interactions to text-based processing. Where consumption reaches 90%, Coachbot may additionally switch to a lower-cost AI model, which may affect output quality. Coachbot will notify the Customer before any such switch takes effect. The Customer may at any time procure additional Token capacity in accordance with the current price list. If the contracted allocation is exhausted before the end of the billing period, the Platform will suspend new interactions until additional capacity is procured or the next billing period commences.

4. The Customer shall 

1. protect all credentials, authentication tokens, and access keys with reasonable care and in accordance with industry standards; 

2. enable multi-factor authentication where offered by Coachbot for the relevant access method; 

3. promptly notify Coachbot of any suspected or actual unauthorized access, credential compromise, or security incident affecting the Customer's account or the Platform; and 

4. prohibit account sharing and ensure that only authorized personnel access the Platform under the Customer's account.

The Customer remains responsible for all activities conducted under its credentials, regardless of whether such activities were authorized by the Customer.

1. Usage Rights

1. Coachbot grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the CoachBot Studio for the duration of the contract and within the scope of the applicable contractual constellation. No rights are granted beyond those expressly set out in this Agreement.

2. Content created or uploaded by the Customer, including coaching materials, prompts, conversational frameworks, and programme structures configured within the platform, remains with the Customer. The same applies to any inputs or outputs of AI generated content. The Customer grants Coachbot a non-exclusive, royalty-free licence to use that content solely to the extent necessary to operate and provide the platform services under this Agreement.

3. Insofar as outputs generated by the platform in the course of a session are protected by copyright under applicable law, the Customer grants Coachbot a non-exclusive, royalty-free licence to use session outputs for the purpose of operating and technically developing the platform and, in anonymised form, for aggregated product analytics and benchmarking. The conditions for anonymisation are set out in Annex 4 (DPA).

4. The Customer shall not reverse engineer, decompile, or disassemble any part of the platform, attempt to derive source code from compiled components, or circumvent or disable any technical protection measure implemented by Coachbot, except to the extent that applicable mandatory law expressly permits such acts. Where the Customer intends to exercise such statutory rights, it shall notify Coachbot in text form without undue delay before doing so, where this is reasonably practicable in the circumstances.

5. The Customer shall not use the platform, any of its surfaces, or any data or outputs generated through it to benchmark or evaluate the performance of an underlying AI model against external models or services, whether for internal purposes or for publication. The Customer shall not use the platform or the Proxy to systematically extract, scrape, or reproduce platform content, programme configurations, output patterns, session data, or structural information about the platform's behaviour at scale. The Customer shall not, through any means, attempt to extract, reconstruct, or derive the platform's system prompts, proprietary orchestration logic, agent control architecture, memory architecture, evaluation systems, or any other component of Coachbot's core intellectual property. The Customer shall not use outputs generated through the platform, in whole or in part, to train, fine-tune, distil, or otherwise develop a competing AI product or service, without Coachbot's prior written consent.

6. The Customer may from time to time provide Coachbot with feedback, suggestions, improvement requests, bug reports, or feature ideas relating to the platform or its functionality ("Feedback"). Coachbot is free to use, implement, or disregard any Feedback at its sole discretion and without any obligation to the Customer. The Customer grants Coachbot an irrevocable, perpetual, royalty-free, worldwide licence to use Feedback for any purpose related to the development, improvement, or commercialisation of the platform. No compensation is owed to the Customer for any use of Feedback. Developments resulting from Feedback are exclusively Coachbot's intellectual property, regardless of the specificity or originality of the input provided.

1. Reference Right

Coachbot is entitled to name the Customer and use the Customer's logo and trade name in its own sales and marketing materials as a reference. The Customer may revoke this consent at any time in text form, whereupon Coachbot shall cease such use without undue delay. Revocation does not affect materials already distributed or published prior to receipt of the revocation.

1. Prices, Billing, and Payment Default

1. The fees payable by the Customer are determined by the applicable pricing tier set out in Annex 1 (Service Description) and, where applicable, the current online offering of Coachbot at the time of contract conclusion. 

2. Invoices are due and payable within fourteen days of the invoice date unless Annex 1 specifies otherwise.

3. If the Customer fails to pay an invoice by the due date, Coachbot shall give written notice setting a cure period of no less than ten business days. If the Customer remains in default after expiry of that period, Coachbot may restrict the Customer's access to read-only mode. If the Customer remains in default for a further ten business days after the restriction takes effect, Coachbot may suspend access to the platform entirely until all outstanding amounts, including statutory default interest under § 288 BGB, have been settled in full. A suspension does not affect the Customer's payment obligation or the continued existence of the contractual relationship. Upon request in text form, Coachbot shall make available during any suspension the minimum access required to fulfil the Customer's legal compliance obligations.

4. Coachbot may adjust the fees once per calendar year to reflect changes in the overall cost base of providing the platform. Relevant cost elements are personnel costs, third-party licence fees, infrastructure costs, and applicable regulatory levies. An adjustment reflects only actual net changes in the overall cost base. If cost reductions in one element offset increases in another, only the net difference may be passed on. If costs fall, Coachbot shall reduce fees correspondingly. Coachbot shall notify the Customer of any adjustment in text form at least eight weeks before it takes effect, identifying the relevant cost elements and the basis for the calculation. The Customer has a special termination right exercisable within four weeks of receipt of the notice, effective as of the date the adjustment takes effect.

5. Where third-party licence or infrastructure costs increase by more than ten percent relative to their level at the time of contract conclusion, the specific extent of that increase could not reasonably have been anticipated at the time of contract conclusion, and this increase is outside Coachbot's reasonable control, Coachbot may make an extraordinary adjustment outside the annual cycle. The conditions and methodology set out in paragraph 3 apply accordingly. Coachbot shall notify the Customer in text form at least two weeks before the adjustment takes effect, with substantiated reasons. The Customer has the same special termination right as under paragraph 4, however, if Customer terminates after the cost increase has taken effect, such termination shall have immediate effect. This paragraph does not apply insofar as the cost increase relates to third-party API services for which the Customer has provided its own credentials under a BYOK arrangement.

6. Where an AI model provider changes its tokenisation method in a manner that affects the number of Tokens generated by equivalent inputs or outputs, Coachbot may, at its discretion, either adjust the Token volumes allocated under the applicable subscription or adjust the applicable fees in accordance with the cost-adjustment mechanism set out in § 8 para 5. Any such measure must be proportionate and must not materially impair the overall contractual performance. Coachbot will notify the Customer of the chosen measure at least four weeks in advance.

1. Term and Termination; Provider Switch

1. Either party may terminate the Agreement for cause with immediate effect. Cause exists in particular where 

• the other party files for insolvency, insolvency proceedings are opened over its assets, or the opening of proceedings is rejected for insufficiency of assets, or where 

• the other party commits a material breach of this Agreement and fails to remedy that breach within fourteen days of receipt of a written notice in text form identifying the breach and requiring remediation. 

1. Where Coachbot is unable to continue performance because applicable export control law prohibits it from doing so, Coachbot may terminate with immediate effect, giving as much advance notice as the circumstances permit.

1. During the first eight weeks following contract conclusion (the "Probationary Period"), Coachbot may terminate the Agreement by giving three business days' notice in text form where Coachbot has reasonable and documented cause to believe that continued performance would materially impair the integrity or reputation of the platform. Such cause exists in particular where 

• the Customer's use of the platform produces output that is manifestly misleading, harmful, or incompatible with non-directive coaching practice as defined in §§ 2 and 4; 

• where the Customer has provided materially inaccurate information in the onboarding process or exhibits concrete signs of inability to meet payment obligations; or

• where the Customer's conduct or public positioning raises objectively verifiable concerns that an association with that Customer would damage Coachbot's reputation. 

The notice must state the specific grounds. The Customer may file a written objection within seven calendar days of receipt of the notice, stating the reasons. The objection suspends the running of the notice period. Coachbot shall consider the objection and notify the Customer of its decision within three business days of receipt. If Coachbot maintains the termination, it takes effect upon expiry of a further three business days from that notification. If no timely objection is filed, the termination takes effect upon expiry of the original notice period.

1. The Customer also has a special right of termination under § 10 para. 4 and para. 5 where a change to Core Functionality causes a permanent and material restriction of contractually used functionality.

2. A change in the ownership or control of either party does not affect the continued existence of the contractual relationship.

3. Where the Agreement is terminated for cause attributable to Coachbot, Coachbot shall refund any prepaid fees on a pro-rata basis for the period after the effective date of termination. Where the Agreement is terminated for cause attributable to the Customer, no such refund is owed and all amounts outstanding at the date of termination become immediately due. The Customer retains the right to demonstrate that no loss or a lesser loss has occurred.

4. The Customer may initiate a switch to another provider or to its own infrastructure at any time during the term by notice in text form. The notice period is at the Customer's election but shall not exceed two months. After expiry of the notice period, a transition period of thirty calendar days begins during which Coachbot continues to provide the contractual services unchanged; regular fees continue to apply throughout the transition period. During the transition period, Coachbot shall provide the following at no additional charge: 

• Export of all Customer Data in a structured, commonly used, machine-readable format; The scope of exportable Customer Data, the available export formats, and the applicable interfaces are set out in the Data Portability Register maintained by Coachbot, which is accessible at [URL] and updated as the platform develops. Coachbot's proprietary platform components, including its prompt orchestration logic, agent control architecture, governance and moderation mechanisms, evaluation systems, memory architecture, bot templates, and system prompts, do not constitute Customer Data and are not subject to export or transfer obligations.

• Proxy/API documentation, data structure specifications, and open interfaces for automated data retrieval; 

• direct transfer of Customer Data to the incoming provider where technically feasible; 

• and up to two hours of technical advisory per switch process. 

Additional support beyond this scope may be provided at Coachbot's direct cost, subject to the Customer's prior written approval; Coachbot shall submit a cost estimate before providing any chargeable additional service and the Customer may decline without prejudice to the switch. Coachbot has no right of retention over Customer Data. 

After expiry of the transition period, Coachbot shall make Customer Data available for a further thirty days before deletion in accordance with Annex 4. 

Where a switch takes effect before the end of an agreed minimum term under the applicable Special Part, the Customer shall pay a compensation amount of fifty percent of the subscription fees that would have been payable for the remaining minimum term. The Customer retains the right to demonstrate that no loss or a lesser loss has occurred.

1. Changes to Services

1. Coachbot may extend the platform by adding new features to Peripheral Functionality at any time and without prior notice.

2. Changes to Core Functionality require good cause. Good cause exists in particular where 

• applicable law or a binding regulatory requirement mandates or necessitates the change; 

• a third-party service, interface, or component on which Coachbot depends is discontinued or materially altered in a way that is outside Coachbot's reasonable control; or 

• continued operation of a feature is indefensible from a security or data protection perspective. 

This enumeration is not exhaustive but sets the standard against which any asserted good cause is to be measured.

1. Where good cause exists and the change is not urgent, Coachbot shall give the Customer at least four weeks' advance notice in text form describing the nature of the change and the date of implementation.

2. Where a change to Core Functionality causes a permanent and material restriction of a function the Customer was contractually entitled to use, the Customer has a special right of termination with four weeks' notice to month-end. This right must be exercised within eight weeks of receipt of the change notice under para. 3, or within eight weeks of the date on which the permanent nature of the change is confirmed under this paragraph, whichever is later. 

A change is permanent if Coachbot does not announce a binding date for restoration of the affected function within four weeks of implementation and does not actually restore the function within three months of implementation.

1. Where an urgent and unforeseeable security incident, a newly discovered vulnerability, or an immediately enforceable regulatory order requires immediate action, Coachbot may implement the necessary change to Core Functionality without prior notice. Coachbot shall inform the Customer in text form within five business days of implementation, stating the nature of the change and its cause. The special termination right under para. 4 applies; the eight-week period begins on receipt of this notification or on confirmation of the permanent nature of the change, whichever is later.

2. Beta Features are provided for evaluation purposes only. Coachbot may modify, suspend, or discontinue any Beta Feature at any time without prior notice. Beta Features do not give rise to the change and termination rights set out in this Section.

1. Technical Availability

1. Coachbot will operate the Platform in accordance with the support and maintenance obligations set out in this Agreement and in any applicable SLA. Because the Platform relies on external large language model providers as part of its technical infrastructure, the availability of which Coachbot does not fully control, no specific availability level is guaranteed unless a separate Service Level Agreement has been concluded in accordance with para. 5. Faults are classified by severity into three categories and prioritised by the Support team accordingly.

• A Minor Fault is a fault in which the Platform remains operational in all material respects, but individual features outside the Core Functionality are restricted or unavailable. A Minor Fault does not constitute a material impairment of fitness for use within the meaning of § 536 para. 1 BGB.

• A Major Fault is a fault in which the Core Functionality as defined in § 2 is unavailable or available only in a severely restricted manner. 

• A Critical Fault is a fault in which use of the Platform is entirely impossible.

1. Faults must be reported to Coachbot in text form via the support channels set out in § 12 and the SLA. The Customer is obliged to cooperate to the best of its ability in the diagnosis and isolation of the fault and to provide Coachbot with all information necessary to reproduce it.

2. The following circumstances are not attributable to Coachbot's availability sphere and are therefore not Coachbot's responsibility:

1. Outages or restrictions caused by API keys provided by the Customer under the BYOK-Model, or by the third-party services associated with those keys.

2. Outages or restrictions of the external large language model providers used by Coachbot, provided that Coachbot neither caused the disruption nor could have prevented it by reasonable technical measures.

3. Outages or restrictions of third-party services into which the Customer has integrated the Platform, even where those services indirectly affect Platform availability.

4. Faults caused by a configuration of the Platform that is atypical or has not been approved by Coachbot.

5. Outages attributable to force majeure, acts of third parties, or measures taken by governmental authorities.

1. Where Coachbot deploys a workaround to address a fault, Coachbot remains obliged to remedy the underlying fault or to restore the affected functionality by other means. If this has not been achieved within three months from the deployment of the workaround, the workaround is deemed to have failed at the expiry of that period. From that point, the Customer's contractual rights arising from an unremedied fault of the relevant category apply without restriction.

2. Individual Service Level Agreements setting out concrete availability levels, response times, and restoration times may be concluded as a paid add-on in a separate SLA agreement. The fault categories defined in para. 1 serve as the basis for any such agreement.

1. Maintenance and Support

1. Coachbot is entitled to carry out maintenance works on the Platform and on the underlying server infrastructure. Maintenance works that are expected to result in the Platform being unavailable for more than five minutes are announced to the Customer. Three categories of notifiable maintenance works are distinguished:

1. Scheduled maintenance works are announced to the Customer at least 72 hours in advance in text form and are carried out, where technically possible, outside core hours of Monday to Friday, 09:00 to 17:00.

2. Urgent maintenance works, in particular the deployment of security-critical updates, are announced to the Customer as early as possible and in any event at least eight hours before commencement in text form. Urgent maintenance works are permissible where a significant technical risk does not permit deferral.

3. Emergency maintenance works to avert an imminent threat to the security, integrity, or availability of the Platform or of the data processed by Coachbot may be carried out without prior notice. Coachbot informs the Customer in text form immediately after commencement, stating the nature and cause of the works.

The Customer's right to a rent reduction is excluded for the duration of announced scheduled and urgent maintenance works under items 1 and 2. In respect of emergency maintenance works under item 3, this exclusion applies to the extent that the interruption does not exceed what is strictly necessary to avert the threat. The Customer's further contractual rights remain unaffected.

1. Coachbot provides the Customer with technical fault support under the Standard Platform Support via the ticket system. Standard Platform Support is included in the subscription and covers the receipt, diagnosis, and resolution of Platform faults within the meaning of § 11 para. 1. Support is available on business days, Monday to Friday, excluding public holidays in Baden-Württemberg, Germany. Coachbot endeavours to respond within the timeframes set out in Annex 2 of receipt of a fault report. No response or restoration times are guaranteed under Standard Platform Support.

2. Premium Prompt Support is available as a paid add-on and covers prompt reviews, configuration feedback, and optimisation advice. One active request may be submitted at a time. Coachbot endeavours to respond to each request within one week of receipt. Where concrete response times have been agreed in a separate SLA under § 11 para. 5, those times take precedence.

3. Foundational Coachbot Builds and other professional services are not included in the subscription and require a separate written agreement in each case.

1. Force Majeure

1. Neither party is in breach of this Agreement and no liability of any kind arises where and to the extent that a party's failure to perform its contractual obligations results from an extraordinary and unforeseeable event beyond that party's reasonable control. Force majeure events include, without limitation: 

• Acts of war or armed conflict; 

• acts of terrorism; 

• natural disasters, pandemics, and epidemics; 

• governmental or regulatory orders or measures; 

• large-scale failures of internet or power infrastructure; 

• cyberattacks by third parties targeting a party's own infrastructure or critical third-party infrastructure on which a party depends for performance, provided the affected party had in place reasonably appropriate security measures; and 

• interference by third parties that cannot be prevented by proportionate countermeasures.

1. The affected party shall notify the other party in text form without undue delay upon becoming aware of a force majeure event, stating its nature, the obligations affected, and the anticipated duration. The same obligation applies when the event ends. Failure to notify promptly does not extinguish the right to invoke this clause but may reduce any entitlement to an extension of time for the period of the notification delay.

2. During a force majeure event, obligations to meet binding service level commitments, including Premium SLA response and restoration targets, are suspended. Service credits do not accrue for the duration of the suspension, and any credit calculation excludes that period. Payment obligations that became due prior to the force majeure event and claims arising from events before its onset remain unaffected.

3. If a force majeure event persists for more than thirty consecutive calendar days, either party may request negotiations regarding the continuation of the affected services. If no agreement is reached within fourteen calendar days of that request, either party may terminate this Agreement by extraordinary notice in text form. For Enterprise Customers operating under an individual agreement pursuant to § 26 para. 1, termination under this clause applies only to the services governed by that individual agreement and does not affect the continued existence of this Agreement with respect to any other services. Where the Customer has prepaid fees for periods not yet performed at the date of termination, Coachbot shall refund those amounts on a pro-rata basis. Services already rendered and accepted prior to termination remain payable.

1. Liability

1. Coachbot's liability is unlimited for damages arising from injury to life, body, or health, for damages based on wilful misconduct or gross negligence, and under any mandatory statutory provision, in particular under applicable product liability law.

2. In cases of simple negligence, Coachbot is liable only for damages arising from the breach of a material contractual obligation the fulfilment of which is essential to the proper performance of this Agreement and on the observance of which the Customer regularly relies (Kernpflicht). Such liability is limited in amount to the higher of the total fees paid by the Customer in the twelve months immediately preceding the event giving rise to the claim and of EUR 1,000,000. Should Customer be of the opinion this amount is not sufficient to cover the foreseeable damages, Coachbot is willing to negotiate insurance cover for such higher amount and then adapt the liability cap to the amount insured, provided Customer bears any additional cost.

3. Any further liability of Coachbot for simple negligence is excluded.

4. Where data loss occurs, Coachbot's liability is limited to the costs that would have been necessary to recover the data had the Customer maintained a proper and regular data backup, using the available export functionality and retaining copies of material in possession of Customer, as applicable, in accordance with the state of the art at the time. At the time of the conclusion of this contract, the state of the art shall be daily backups retained for at least 30 days, restorable within a reasonable timeframe. This limitation does not apply to the extent that Coachbot's own breach caused or contributed to the absence or failure of the backup.

5. Where the Customer operates the Platform using its own API keys or its own AI model under the BYOK-Model, Coachbot accepts no contractual liability for outputs, malfunctions, or data protection violations arising from or caused by that LLM service or AI model. Coachbot is liable solely for failures attributable to its own infrastructure layer. This paragraph governs the contractual liability between the parties only and does not limit any liability arising under mandatory statutory product liability law.

6. Coachbot is not liable for content generated by the Platform in compliance with Guardrails that were actively configured and documented on the Platform at the time of generation, provided the content is a direct and foreseeable result of those Guardrails as configured. This exclusion does not apply where the Guardrails themselves were defective or in breach of applicable law.

7. Coachbot is liable for damages arising from cyber attacks, data breaches, ransomware, or comparable security incidents only where and to the extent such damages are attributable to a culpable breach of contractually agreed or legally required security measures by Coachbot. Such liability is limited to the foreseeable, contract-typical damage, unless the breach is wilful.

1. AI Compliance, Transparency, and Purpose Limitation

1. Where the Customer operates the Platform under the BYOK-Model, the Customer is solely responsible for compliance with the EU AI Act with respect to the AI model it introduces, including any obligations applicable to it as a deployer of that model. Coachbot's obligations relate exclusively to its own infrastructure layer.

2. The Customer acknowledges 

• that outputs generated by the Platform may be factually incorrect, incomplete, or misleading, and must review all Platform-generated content before use; 

• that AI-generated content may be subject to third-party intellectual property rights, and the Customer is responsible for verifying the legal status of any generated output before publication or commercial use; and 

• that under current law, purely AI-generated content is generally not eligible for copyright protection. 

These acknowledgments do not limit Coachbot's liability under § 14.

1. Coachbot will ensure that the Platform complies with the transparency and labelling obligations applicable to providers under Art. 50 EU AI Act from the date on which those obligations apply to Coachbot, and will implement equivalent measures on a best-efforts basis until that date. The technical implementation is set out in Annex 1.

2. The AI functions of the Platform are designated exclusively for the purposes set out in Annex 1. Where the Customer uses AI functions beyond those purposes, the Customer assumes the role of an independent provider within the meaning of the EU AI Act and bears all associated obligations, liability, and regulatory risks. 

3. The Customer indemnifies Coachbot in full against all claims by third parties or competent authorities arising from such use. The following applies to any indemnification under this paragraph.

1. The Customer's indemnification obligation is conditional on Coachbot notifying the Customer without undue delay in text form upon becoming aware of any claim or official proceeding to which this paragraph may apply, provided that a failure to give timely notice releases the Customer only to the extent that the Customer is actually prejudiced by the delay.

2. The Customer has the right, at its own expense, to assume conduct of the defence of any such claim, including the selection of legal counsel, provided it notifies Coachbot of this election in text form within fourteen days of Coachbot's notification. Coachbot shall cooperate with the Customer in the defence and shall provide all information and documentation reasonably required for that purpose.

3. Where the Customer has assumed conduct of the defence, Coachbot shall not settle or make any admission in relation to the claim without the Customer's prior written consent. Where the Customer does not assume conduct of the defence within the period specified above, Coachbot may conduct and settle the defence at its reasonable discretion. The Customer's indemnification obligation extends to any settlement reached on that basis, provided the settlement amount is not manifestly disproportionate.

4. Coachbot may suspend access to the relevant AI functions with immediate effect upon becoming aware of the non-permitted use giving rise to the claim and, in cases of material or repeated breach, terminate the Agreement for cause in accordance with § 9.

1. Where Coachbot has reasonable grounds to believe that the Customer's platform access, or access to the platform made available by the Customer to End Users, is being used to carry out or facilitate a security-relevant attack on the platform, including 

• attempts to jailbreak or manipulate the underlying AI model, 

• automated or high-volume requests indicative of credential compromise or abusive usage, or 

• the systematic exploitation of shared access links for purposes outside the intended use of the platform, 

Coachbot may suspend the Customer's access to the platform in whole or in part with immediate effect. 

Coachbot shall notify the Customer of the suspension and its grounds in text form without undue delay. The suspension shall be lifted without undue delay once the security concern has been resolved or the Customer has demonstrated to Coachbot's reasonable satisfaction that the relevant conduct has ceased and adequate technical measures are in place to prevent its recurrence. A suspension under this paragraph does not constitute termination and does not affect the Customer's payment obligations for the suspension period. Where the conduct giving rise to the suspension constitutes a material breach of the Agreement, Coachbot's right to terminate for cause under § 9 remains unaffected.

1. Data Protection

1. The processing of personal data in connection with this Agreement is governed by Annex 4. 

2. Where Coachbot receives an official order from a public authority to remove or restrict content or to disclose information relating to a Customer, Coachbot notifies the Customer without undue delay to the extent legally permissible.

3. Feedback data may be anonymized and processed by Coachbot for platform improvement, aggregated analytics, and benchmarking. The anonymization is performed on the basis of a Customer instruction given at the time of contracting. The Customer may revoke this instruction at any time in text form with effect for the future; revocation does not affect processing already carried out. Coachbot provides a revocation mechanism within the Platform. Screenshots submitted with support requests are used exclusively for processing the respective request.

1. Confidentiality

1. Each party undertakes to keep the other party's confidential information strictly confidential and to use it solely for the purposes of this Agreement. Coachbot's confidential information includes in particular technical and system documentation, product and development plans, and agreed pricing and contractual terms. The Customer's confidential information includes in particular internal organisational and structural data and strategic plans. Information constituting a trade secret within the meaning of applicable trade secrets law is confidential regardless of whether it has been designated as such.

2. The confidentiality obligation does not apply to information that is or becomes publicly known without fault of the receiving party, was already known to the receiving party without a confidentiality obligation at the time of disclosure, is communicated to the receiving party by a third party without breach of any confidentiality obligation, or must be disclosed by mandatory law or official order. In the case of a mandatory disclosure, the receiving party notifies the disclosing party without undue delay to the extent legally permissible.

3. The confidentiality obligation applies for five years following termination of this Agreement. For trade secrets, the obligation continues for as long as the legal requirements for trade secret protection are met.

4. The Customer acknowledges that confidential information entered into AI functions of the Platform is transmitted to sub-processors, including in certain cases providers located in third countries, as described in Annex 4. Coachbot contractually prohibits sub-processors from using Customer inputs for AI model training or improvement. The residual risk that Users transmit confidential information through their interactions with the Platform is borne by the Customer.

1. Non-Solicitation

1. During the term of this Agreement and for twelve months following its termination, each party refrains from actively soliciting or recruiting employees of the other party who were involved in the performance of this Agreement. This obligation does not apply where an employee applies independently in response to a public job advertisement without any targeted prior approach by the recruiting party.

2. For each culpable breach, the breaching party owes the other party a contractual penalty equal to three gross monthly salaries of the recruited employee. Multiple breaches relating to the same employee count as a single breach for the purposes of this clause. The right to claim damages exceeding the contractual penalty is reserved. Any contractual penalty paid is credited against such a claim.

1. Final Provisions

1. This Agreement is governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). 

2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is the court at Coachbot's registered seat.

3. The authoritative language of this Agreement is English. In the event of any interpretive dispute of any convenience translation, the English text prevails.

4. Terminations, defect notices, objections to sub-processor changes or term amendments, contact changes, and all other operative declarations under this Agreement require text form. Amendments to the substantive terms of this Agreement require written form, which for the purposes of this Agreement means at minimum a document bearing the simple electronic signature of both parties within the meaning of Article 3(10) of Regulation (EU) No 910/2014 (eIDAS).

5. The Customer may not assign rights or obligations under this Agreement without Coachbot's prior written consent. Assignment to a group company within the meaning of § 18 AktG solely requires prior notification to Coachbot in text form. Coachbot may assign rights and obligations under this Agreement to a group company within the meaning of § 18 AktG or to an acquirer of the business or business division to which this Agreement relates; Coachbot notifies the Customer of such assignment in text form without undue delay.

6. This Agreement, together with its Annexes, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings relating thereto. Should any provision of this Agreement be or become invalid or unenforceable, the remaining provisions remain in full force. The parties undertake to replace any invalid or unenforceable provision with a valid provision that most closely reflects the economic purpose of the original.

1. Creator Agreement

1. Scope and Prerequisites

This Creator Agreement governs the contractual relationship between Coachbot and a Creator. It applies where the contracting party is a commercial entity within the meaning of § 14 BGB acting in a professional capacity as a coach, trainer, mentor, or coaching organisation. By registering, the Creator confirms this status expressly.

1. Conclusion of Contract and Bot Deployment

1. This Creator Agreement is concluded by registration in accordance with § 3 para. 1.

2. The Creator builds one or more AI coaching programmes on the platform and makes them available to its clients by invitation link, email invitation, or embedded integration. The programme may be presented under the Creator's own branding, including via a custom URL or interface, in accordance with § 1 para. 3.

3. The Creator shall ensure that the programme is presented to Users as the Creator's own service for which the Creator is exclusively responsible as provider. This obligation applies regardless of whether the Creator charges its clients for access to the programme. The Creator shall not present the programme in a manner that could give Users the impression that Coachbot is the provider of the coaching programme or bears responsibility for its content. 

4. Regardless of the external appearance of the programme, the Creator shall not conceal Coachbot's role as platform operator and data processor from Users, and shall not misrepresent the AI-based nature of the programme to Users.

5. The Creator is responsible for ensuring that each User accepts the End User Terms upon first login before using the programme. 

1. Obligations of the Creator

1. In addition to the restrictions set out in § 5, the Creator shall not deploy any programme on the platform for the purpose of conducting employee evaluations, performance appraisals, or any other HR process in which outputs from the platform could directly or indirectly influence the employment relationship of a User, or for the purpose of informing personnel decisions, including decisions relating to promotion, remuneration, disciplinary measures, or termination.

2. The Creator shall provide all content required for the configuration of its programmes in a form suitable for direct use within the platform. The Creator shall test each programme before deployment to Users and shall keep its designated contact person current in accordance with § 3 para. 2.

3. Where the Creator records or transcribes sessions conducted via the platform, the Creator may submit such recordings or transcripts to Coachbot only if all applicable legal consent requirements for the recording have been satisfied prior to submission. The Creator bears sole responsibility for obtaining the necessary consents. The Creator acknowledges that the unauthorised recording of non-public speech may constitute a criminal offence under applicable law.

4. The Creator shall indemnify Coachbot in full against all claims brought by third parties, including Users and clients of the Creator in any jurisdiction, arising from the Creator's coaching services, programme content, or any breach of obligations under this Agreement. In such case, the rules under § 15 para. 5 shall apply mutadis mutandis.

1. Pricing Model and Billing

1. The fees payable by the Creator are determined by the applicable subscription tier as set out in Annex 1. Subscription fees are due in advance at the beginning of each billing period. The management of Token consumption, including notification obligations, is governed by § 5 para. 5.

2. Under the Standard LLM Model, LLM API costs are passed through to the Creator at the rates set out in Annex 1. Under the BYOK-Model, no LLM API costs are passed through by Coachbot. The conditions of the BYOK-Model are governed by Annex 3.

3. Any payment processing between the Creator and its clients is the Creator's sole responsibility. Coachbot is not involved in any payment relationship between the Creator and its clients.

4. Coachbot is entitled to verify the Creator's actual seat usage and subscription scope, including by automated means. Where verification reveals usage in excess of the contracted scope, the Creator shall upgrade to an appropriate subscription tier without undue delay. Seat usage in excess of the contracted scope is billed retrospectively for the entire period of overuse, up to a maximum of twelve months at the applicable list price.

5. The Creator shall designate in the order process whether Token overuse is governed by the Hard Cap Model or the Soft Cap Model. Under the Hard Cap Model, the Platform suspends new interactions once the contracted Token allocation is exhausted. The Creator may procure additional Token capacity at any time through the account management interface at the then-current list price. Under the Soft Cap Model, the Platform continues to process interactions beyond the contracted Token allocation. Any Token usage in excess of the contracted allocation is invoiced retrospectively at the end of the billing period at the then-current list price. 

1. Term and Termination

1. The Agreement under this Creator Agreement is concluded for a monthly or annual term as selected by the Creator upon registration and renews automatically for an equivalent period unless terminated by either party via the platform within the notice period set out in Annex 1.

2. Upon termination of the Agreement, the Creator's access to the platform and all active programme deployments are terminated. The Creator may export its data during the transition period in accordance with § 9 para. 7. The End User Terms between Coachbot and individual Users continue independently of the termination of this Agreement and terminate separately in accordance with Annex 5. The handling of User data following the end of this Agreement is governed by Annex 4.

1. Content responsibility and liability

1. Coachbot does not exercise editorial or substantive control over the coaching content configured by the Creator and assumes no responsibility for the content of the Creator's programmes or for the coaching services delivered through them.

2. The absence of a separate coaching agreement between the Creator and a User does not alter Coachbot's position under this Agreement. Coachbot's sole role as platform infrastructure provider is not affected by the nature or terms of the relationship between the Creator and its Users.

1. Enterprise Agreement

1. Scope and Prerequisites

1. This Enterprise Agreement governs the contractual relationship between Coachbot and an Enterprise Customer. It applies where a company contracts with Coachbot for the internal deployment of the platform for use by its own employees.

2. Individual employees of the Enterprise Customer are not parties to this Agreement and derive no rights from it. Their use of the Platform is governed exclusively by the End User Terms, which each employee accepts upon first login. The Enterprise Customer is liable to Coachbot for ensuring that its employees comply with the End User Terms.

1. Conclusion of Contract

1. The Agreement under this Special Part is concluded upon execution of an individual written agreement by both parties in accordance with § 3 para. 1. Registration via the standard self-service process is not available to Enterprise Customers.

2. The Agreement may provide for a fixed initial term, a minimum term, and a custom billing schedule as individually agreed. The meeting note fiction set out in § 3 para. 3 applies to all meetings held in connection with the negotiation and performance of this Agreement.

1. Obligations of the Enterprise Customer

1. The Enterprise Customer is responsible for ensuring that each employee accepts the End User Terms upon first login before using the platform.

2. Prior to each employee's first use, the Enterprise Customer shall inform that employee of the AI-based nature of the coaching environment.

3. The following use cases are expressly excluded from the permissible scope of deployment under this Special Part:

1. Employee evaluations, performance appraisals, and any HR processes in which outputs from the platform could directly or indirectly influence the employment relationship of a User;

2. Personnel decisions, including decisions relating to promotion, remuneration, disciplinary measures, or termination.

1. The Enterprise Customer shall ensure that access credentials are adequately protected and that the accounts of departing employees are deactivated without undue delay following the end of the employment relationship. The Enterprise Customer shall notify Coachbot without undue delay upon becoming aware of any actual or suspected compromise of access credentials.

1. Pricing Model and Billing

Pricing under this Special Part is agreed individually in the written Order Form concluded pursuant to § 26 para. 1. Pricing may be structured on the basis of seat licences, a volume model, or a combination of both.

1. Data Protection in the Enterprise Context

The Enterprise Customer may access individual-level usage and consumption metrics for its employees through the administrative dashboard, including session counts, token volumes, and similar platform activity data. Access to the content of individual sessions, including transcripts, interaction logs, and any other record of session dialogue, is available to the Enterprise Customer only in aggregated form. Access to such content at the level of an individual employee is excluded under all circumstances. Where a specific Enterprise Customer requires defined limits on the use of aggregated or anonymised data in an HR context, those limits are to be agreed individually in the Order Form. 

1. Term, Termination, and Offboarding

1. The initial term, any minimum term, and the applicable notice periods are agreed individually in the written agreement concluded pursuant to § 26 para. 1.

2. Upon termination of the Agreement, all employee accounts are deactivated and the Enterprise Customer's access to the platform is terminated. During the transition period in accordance with § 9 para. 7, Coachbot provides a structured export of all Enterprise Customer data and employee data in machine-readable format. The deletion of data following termination is governed by the schedule set out in Annex 4.

Annex 1

Service Description and Pricing 

§1 Technical Description of the Platform

Coachbot provides a cloud-based, browser-accessible software platform that enables Customers to build, deploy, and operate AI-based coaching programmes. The Platform consists of the following components:

• CoachBot Studio — the authoring environment in which Customers configure coaching programmes, including conversational structure, prompt configuration, and programme settings.

• ChatApp — the web-based interface through which Users interact with a deployed coaching programme.

• Proxy — a programmatic interface (REST API, embedded integration, or Model Context Protocol connection) enabling Customers to deploy a programme within their own technical environment, as further specified in Annex 3.

• Orchestration and session management layer — the underlying infrastructure that routes requests to the applicable AI model (the Standard LLM Model or, under the BYOK-Model, the Customer's own introduced model), manages conversational state, and retains session-relevant information across a User's interactions with a programme.

This description is provided for general orientation only. The contractual scope of the Platform, including Core Functionality, is exclusively governed by § 2 of this Annex.

§2 Core Functionality

Core Functionality within the meaning of § 2 (Definitions) of the Agreement comprises exclusively the following:

2.1 Coaching delivery. The delivery of AI-based coaching sessions in non-directive coaching format, processed via the Standard LLM Model, through the deployment surface(s) contracted for by the Customer under the applicable Special Part (ChatApp and/or Proxy). Where the Customer operates under the BYOK-Model, delivery via the Customer's own introduced AI model does not form part of Core Functionality and is instead governed by § 5 of the Agreement and Annex 3.

2.2 Session memory. The persistence of session-relevant information across a User's interactions with a given coaching programme, and the use of that information by the Platform in generating subsequent outputs within that programme. The specific technical architecture by which this is achieved does not form part of Core Functionality and may be changed by Coachbot at its discretion, provided the functional outcome described in this subparagraph is maintained.

2.3 Guardrail Measures (Best Efforts). Coachbot and, where applicable, the Creator take reasonable efforts to reduce the risk of unsafe Platform output through instructions embedded in the applicable system prompt or programme configuration, documented in the CoachBot Studio configuration. Coachbot does not guarantee compliance with any such instruction in every instance.

2.4 Consumption visibility. The provision of session and Token usage information to the Customer sufficient to monitor consumption against the Customer's contracted allocation under § 5 of the Agreement.

All other functions, features, and modules of the Platform — including without limitation the CoachBot Studio authoring environment, analytics and reporting dashboards beyond the scope of § 2.4., and any Beta Feature — constitute Peripheral Functionality within the meaning of § 2 of the Agreement.

§3 Purpose Catalogue for AI Functions

For the purposes of § 15 para. 4 of the Agreement (AI Compliance, Transparency, and Purpose Limitation), the AI functions of the Platform are designated exclusively for the following purposes:

• Facilitating self-directed reflection by a User on a topic the User has raised, through questions, structured prompts, and summarisation of the User's own statements;

• Supporting the User's own goal-setting and progress-tracking process, without the Platform itself setting goals or evaluating the User's performance against them;

• Providing structured exercises, frameworks, or prompts configured by the Creator or Enterprise Customer for use within a non-directive coaching format;

• Summarising a User's own prior statements or session content back to the User for the User's own review;

• General administrative and technical functions of the Platform, including authentication, session logging, Token metering, and Guardrail-related configuration.

Any use of the AI functions of the Platform beyond the purposes listed above falls outside the scope of this Annex and triggers the consequences set out in § 15 para. 4 of the Agreement, including the Customer's assumption of independent provider status under the EU AI Act and the associated indemnification obligation.

§4 Commercial Terms

See https://try.coachbot.ai/expansion

Annex 2

Service Level Agreement. 

1. Availability Measurement

1. Platform availability is measured on a calendar-month basis. The relevant measurement point is the handover point between Coachbot's platform infrastructure and the public internet. Monthly availability is calculated as follows: Total minutes in the month minus attributable downtime minutes, divided by total minutes in the month, multiplied by one hundred. Attributable downtime minutes are only those periods during which the platform is entirely unreachable by the Customer and which are attributable to Coachbot within the meaning of § 11 of the Agreement.

2. Coachbot maintains a monthly availability report, which is made available to the Customer upon request in text form. The report sets out the aggregate availability for the calendar month, all downtime periods that occurred, and the classification of each event.

1. Maintenance Windows and Monthly Time Caps

1. Scheduled maintenance works may not exceed [6] hours in aggregate in any calendar month. Urgent maintenance works may not exceed [3] hours in aggregate in any calendar month. Both caps run independently of each other. Maintenance time falling within core hours of Monday to Friday, 09:00 to 17:00 (CET), counts at double weight against the applicable cap.

2. Where Coachbot exceeds either cap in a calendar month, the exclusion of the Customer's right to a rent reduction under § 12 para. 1 of the Agreement ceases to apply for the duration in excess of that cap. The Customer's further contractual rights remain unaffected.

1. Standard Platform Support 

1. The following timeframes are best-effort targets and do not create a binding entitlement on the part of the Customer. A binding entitlement to service level targets exists only under § 4 of this Annex.

• For a Critical Fault, Coachbot endeavours to provide an initial response within [5] business hours of receipt of the fault report and to issue status updates at intervals of [5] business hours thereafter until the fault is resolved or downgraded.

• For a Major Fault, Coachbot endeavours to provide an initial response within [1,5] business days of receipt of the fault report and to provide status information upon the Customer's request.

• For a Minor Fault, Coachbot endeavours to provide an initial response within [5] business days of receipt of the fault report.

1. Business hours for the purposes of this paragraph are the support hours set out in § 6 para. 2 of this Annex.

1. Premium SLA

1. The Premium SLA is a paid add-on and requires a separate agreement in writing in each case. It is independent in scope and pricing from the Premium Prompt Support governed by § 12 para. 3 of the Agreement; both may be subscribed to independently of each other.

2. Coachbot makes the platform available to the Customer with a monthly availability of not less than [99.5] percent, measured in accordance with § 1 of this Annex. 

3. The binding response and restoration targets are as follows. 

• For a Critical Fault, Coachbot provides an initial response within [3] hours of receipt of the fault report during support hours set out in § 6 para. 2 of this Annex, and within [5] hours outside those hours, and restores the platform to full operational condition within [8] hours of that initial response. 

• For a Major Fault, Coachbot provides an initial response within [8] business hours and restores the platform to full operational condition within [2] business days of that initial response. 

• For a Minor Fault, Coachbot provides an initial response within [2] business days; no binding restoration target applies.

1. Where a Critical Fault or Major Fault persists, Coachbot informs the Customer through the ticket system without the need for a request at intervals of no more than [4] hours until the fault is resolved. Following resolution, Coachbot prepares an incident report within [3] business days, documenting the cause, the course of events, the measures taken, and, where possible, measures to prevent recurrence.

1. LLM Substitution

1. Where a fault affecting the platform is caused by a disruption, degraded performance, or discontinuation of a Standard LLM service and Coachbot has no means to remedy the fault within its own infrastructure layer, Coachbot is entitled to switch the platform to an alternative large language model service without prior notice to the Customer. Coachbot informs the Customer of the switch in text form without undue delay, stating the cause and the model introduced.

2. A switch carried out under this paragraph does not constitute a change to Core Functionality within the meaning of § 10 of the Agreement, provided the substitute model is capable of performing the same functional scope. Where the substitute model results in a material and lasting reduction in output quality relative to the replaced model, the Customer may notify Coachbot in text form within [14] calendar days of being informed of the switch. Coachbot shall in that case use reasonable efforts to restore the original model or introduce a functionally equivalent alternative within [4] weeks of receipt of that notification.

3. The time during which Coachbot operates a substitute model in accordance with this paragraph does not count as attributable downtime within the meaning of § 1 of this Annex, provided the platform remains operationally accessible to the Customer throughout.

1. Support Process and Communication Channels

1. The ticket system at [support-studio@coachbot.ai] is the sole permitted channel for fault reports. Fault reports submitted through any other channel do not trigger response time targets and are treated as not yet received. The time of receipt is the time at which the complete report is registered in the ticket system.

2. Standard Platform Support is available on business days, Monday to Friday, from 09:00 to 17:00, excluding public holidays in Berlin, Germany / at Coachbot's registered seat. For Customers with an active Premium SLA under § 4, support for Critical Faults is available around the clock.

1. Escalation Procedure

1. The escalation procedure is available where the applicable response time target under § 3 or § 4 of this Annex has been exceeded without Coachbot having provided an initial response or an explanation for the delay.

2. On the Customer's side, the designated contact person initiates the escalation. On Coachbot's side, the escalation contact is the managing director of Coachbot. Coachbot provides the Customer with the direct contact details required for this purpose in text form.

3. An escalation must be submitted in text form and must state the ticket number, the time at which the fault occurred, the response time target that has been exceeded, and the steps taken so far. Coachbot acknowledges receipt within [1] hour and designates a responsible person for further handling.

4. Customers without an active Premium SLA under § 4 of this Annex may invoke the escalation procedure only in the case of a Critical Fault.

1. Consequences of Failure to Meet Service Level Targets

1. This paragraph applies exclusively to Customers with an active Premium SLA under § 4 of this Annex.

2. Where the monthly platform availability falls below the target set out in § 4 para. 2 of this Annex, the Customer receives a service credit equal to [10] percent of the monthly subscription fee paid for the relevant calendar month for each commenced percentage point by which actual availability falls short of the target. The credit is capped at [30] percent of the monthly subscription fee, is applied against the next invoice, and is not paid out in cash.

3. Where Coachbot exceeds a binding response time target under § 4 para. 3 of this Annex on two or more occasions within a calendar month for the same fault category, the Customer receives an additional service credit of [5] percent of the monthly subscription fee for that month.

4. The service credits under this paragraph represent a minimum remedy and do not exclude the Customer's right to claim further damages. Any credit received is set off against any such further damages claim.

5. A claim for service credits requires the Customer to notify Coachbot in text form within [14] calendar days of the end of the relevant calendar month, setting out the basis for the claim with reference to the ticket documentation.

Annex 3

API Schedule including BYOK 

1. API-Access and Standard LLM Model

1. Coachbot provides the Customer with programmatic access to the platform through an application programming interface. The current rate limits, storage quotas, and endpoint specifications are set out in the developer documentation maintained by Coachbot, accessible at [https://try.coachbot.ai/documentation]. That documentation constitutes the authoritative technical specification for API access and is updated by Coachbot in accordance with the change notification procedure in § 6 of this Annex.

2. Under the Standard LLM Model, Customer requests processed through the API are routed through Coachbot's infrastructure to a large language model provider engaged by Coachbot as a sub-processor in its own name. Coachbot selects and manages the Standard LLM provider and is responsible for its contractual and technical integration into the platform. The sub-processor relationship is governed by Annex 4.

1. BYOK-Model

1. Under the BYOK-Model, the Customer configures the platform to route requests through an API key issued to the Customer by a third-party LLM provider, or to process requests via an AI model operated by the Customer itself. Coachbot provides the infrastructure, orchestration, and session management layers. 

2. The Customer is responsible for the availability, performance, security, and contractual compliance of the LLM service or model it introduces. The Customer must ensure that its use of the introduced model complies with the terms of the relevant third-party provider and with all applicable law, including data protection law. 

1. API Technical Performance Standards

1. Coachbot designs and operates the API so that, under normal load conditions, infrastructure-side response latency at the API gateway does not exceed [250] milliseconds at the 95th percentile, measured on a rolling 30-day basis. This target covers only the infrastructure and orchestration layer operated by Coachbot and expressly excludes LLM inference time, which is determined by the upstream model provider and lies outside Coachbot's control.

2. For Customers operating under the BYOK-Model, the target in the preceding sentence applies solely to the Coachbot infrastructure layer. Response latency attributable to the Customer's introduced model is not counted against this target.

3. Performance against this target is reflected in the monthly availability report issued under § 1 para. 2 of Annex 2. The target in this paragraph is a best-effort commitment for Standard Platform Support Customers. For Customers with an active Premium SLA under § 4 of Annex 2, failure to meet this target on a sustained basis constitutes a Major Fault within the meaning of § 11 para. 1 of the Agreement where the deviation persists for more than [3] consecutive business days.

1. Authentication and Transport Security

1. API access is authenticated by means of [OAuth 2.0 / API key-based authentication] as specified in the developer documentation. Coachbot reserves the right to update the authentication mechanism in accordance with the change notification procedure in § 6 of this Annex. A change to the authentication mechanism constitutes a Breaking Change within the meaning of § 6 para. 2 of this Annex.

2. All data transmitted between the Customer's systems and the Coachbot API must be encrypted in transit using TLS version 1.2 or higher. Coachbot does not accept unencrypted connections. The Customer is responsible for the secure storage, rotation, and revocation of all API credentials issued to it. Coachbot is not liable for unauthorised access to the platform that results from the Customer's failure to manage its credentials appropriately.

3. Where Coachbot has reasonable grounds to believe that a Customer's credentials have been compromised, Coachbot may revoke those credentials without prior notice and issue replacement credentials to the Customer contact designated under § 3 para. 2 of the Agreement. Coachbot informs the Customer of such a revocation in text form without undue delay.

1. Permitted Use and Intellectual Property

1. The Customer may use the API solely to access and operate the platform for its own authorised purposes under the Agreement. The Customer may not use API access to reverse engineer, decompile, or derive the underlying model architecture, system prompts, proprietary orchestration logic, agent controls, memory architecture, or evaluation systems of the platform. The Customer may not use outputs generated through the API to train, fine-tune, or develop a competing AI product or service without Coachbot's prior written consent.

2. Coachbot holds all exclusive rights of use in the API, the platform architecture, the Standard LLM integration, and all other proprietary platform components under applicable copyright and related laws. The Customer does not acquire any rights beyond the simple right of use granted under this Agreement for the purpose and duration of the contractual relationship.

3. Where Customer Content submitted via the API, including 

• coaching materials, 

• prompts, 

• uploaded documents, and 

• configurations, 

is protected under applicable copyright or database law, all such rights remain with the Customer. The Customer grants Coachbot the simple right to use that content to the extent necessary for the provision of the platform services, limited to the duration of the Agreement and the purpose of service delivery.

1. The parties acknowledge that the protectability of AI-generated outputs under applicable copyright law depends on the degree of individual human creative contribution in each case and cannot be determined contractually in advance. Coachbot asserts no rights in outputs generated through the Customer's use of the platform. Where the Customer has made protectable creative contributions that are reflected in a generated output, the Customer's rights in those contributions remain unaffected.

1. API Change Notifications and Breaking Changes

1. Coachbot gives the Customer at least thirty days' advance notice in text form of any change to the API that is not a Breaking Change within the meaning of this paragraph. Security patches and bugfixes that do not constitute Breaking Changes may be implemented without prior notice. Coachbot informs the Customer in text form without undue delay following implementation.

2. A Breaking Change is any change to the API that falls within one of the following categories: 

1. changes to the authentication mechanism;

2. removal or material alteration of existing endpoints; 

3. changes to return formats or field names; 

4. introduction of mandatory new parameters; and 

5. rate limit reductions or increases of more than twenty percent relative to the rate limits applicable at the time of contract conclusion or as last notified under this paragraph.

1. Where Coachbot announces a Breaking Change, it maintains the prior version of the affected API component in full operation for a minimum of [90] days from the date of the Breaking Change notice, running in parallel with the updated version. The Customer has a special right of termination exercisable within two weeks of receipt of the notice, effective as of the date on which the Breaking Change takes effect. The notice of termination must be submitted in text form. Where the Customer does not exercise this right within the two-week period, the Breaking Change is deemed accepted as of the date it takes effect. This special termination right applies in addition to and independently of the special termination right under § 10 para. 4 of the Agreement.

1. Audit Logging

1. Coachbot maintains structured access and activity logs for all API calls made by the Customer. Logs are retained for a minimum of [90] days from the date of the relevant API call. The Customer may request an export of its own log data in a machine-readable format at any time during the retention period; Coachbot provides the export within [5] business days of the request at no additional charge.

2. Logs are used by Coachbot solely for the purposes of security monitoring, incident investigation, and the Customer's compliance requests. The retention and use of log data is governed by the data processing agreement in Annex 4.

1. Open Interfaces and Data Portability

1. Coachbot designs and maintains the API in a manner that enables the Customer to retrieve its data in a structured, commonly used, and machine-readable format on an automated basis, in accordance with the data access obligations applicable under Regulation (EU) 2023/2854 (Data Act). 

2. The data accessible through the API for portability purposes is defined in § 9 of the Agreement.

Annex 4

Data Processing Agreement 

See https://coachbot.ai/legal/dpa

Annex 5

End User Terms 

These terms govern the relationship between Coachbot AI GmbH, Mühlenstr. 8a, 14167 Berlin, ("Coachbot"), and any natural person who accesses the Coachbot platform on the basis of an invitation issued by a coach, trainer, mentor, or coaching organisation using the platform ("Creator") or by a company that has deployed the platform for its employees ("Enterprise Customer"). The person accessing the platform on this basis is referred to in these terms as the "User". By accepting these terms upon first login, the User enters into a contract with Coachbot on the terms set out below.

1. Roles and Responsibilities

1. Coachbot operates the technical platform infrastructure through which the Creator / Enterprise Customer makes its coaching programme available to the User. Coachbot is not a party to any coaching or service relationship between the User and the Creator / Enterprise Customer and does not provide coaching services of any kind.

2. The coaching programme the User accesses is provided exclusively by the Creator / Enterprise Customer, who is solely responsible for its content, design, and delivery. For any questions relating to the coaching programme or its content, the User must contact the Creator / Enterprise Customer directly. The Creator / Enterprise Customer is also the controller responsible for the processing of the User's personal data in connection with the coaching programme within the meaning of applicable data protection law.

3. Coachbot's obligation towards the User is limited to making the platform infrastructure technically available. Coachbot does not assume any obligation with respect to the content, accuracy, or outcome of the coaching programme.

1. AI Transparency

1. The coaching programme the User accesses is operated by an artificial intelligence system. The User interacts with an AI model. Outputs generated by the platform may be factually incorrect, incomplete, or not suited to the User's individual circumstances. The User should assess all outputs critically and seek independent advice before acting on them where appropriate.

2. The platform is not a substitute for professional medical, psychological, therapeutic, or legal advice and must not be used as such. If the User is in a crisis or requires immediate professional assistance, the User must contact the relevant emergency services or a qualified professional without delay.

1. Minimum Age and Formation of Contract

1. Use of the platform is permitted only to persons who have reached the age of eighteen. By accepting these terms upon first login, the User confirms that this requirement is met. If this confirmation proves incorrect, Coachbot may terminate the User's access with immediate effect. 

2. The contract between Coachbot and the User is formed upon acceptance of these terms at first login. No payment obligation towards Coachbot arises from this contract.

1. Rules of Conduct

1. The User may use the platform exclusively within the scope of the coaching programme made available by the Creator and for lawful purposes.

2. The User must not use the platform to create, transmit, or store content that is illegal under applicable law, pornographic, glorifies or incites violence, constitutes hate speech or discrimination on the basis of any protected characteristic, depicts or sexualises minors, or facilitates harassment or any other unlawful activity.

3. The User must not attempt to reverse engineer or decompile any part of the platform, circumvent or disable any technical protection measure, or manipulate the platform in a manner that exceeds its intended use.

4. The User must not use the platform, or any output generated by the platform, to conduct or facilitate any of the following: 

• Benchmarking or systematic evaluation of the underlying AI model or its capabilities in a manner that is designed to serve the development of a competing product or service;

• automated or systematic extraction of data, content, or platform structures, including by scraping, crawling, or any other extraction method;

• attempts to reconstruct, infer, or extract prompt templates, system configurations, or model parameters used or implemented by Coachbot; and 

• the use of platform outputs or platform data for the training, fine-tuning, or evaluation of any AI model that competes, or is intended to compete, with any Coachbot product or service. 

These restrictions apply regardless of the technical method used and regardless of whether the relevant activity is carried out directly or indirectly through a third party.

1. Access Credentials

The User must keep their access credentials secure and must not share them with third parties. If the User becomes aware of or suspects any unauthorised use of their account, they must notify Coachbot without undue delay at support-chat@coachbot.ai]. The User is responsible for all activities carried out through their account that result from a failure to keep their credentials secure.

1. Term and Termination

1. These terms take effect upon acceptance at first login. The User's access to the platform continues for as long as the Creator or Enterprise Customer maintains the programme through which the User was invited.

2. The User's access ends automatically when the Creator or Enterprise Customer terminates or discontinues the programme, or when the Creator's contractual relationship with Coachbot ends. Where this is within Coachbot's reasonable control, Coachbot will endeavour to give the User reasonable advance notice.

3. Coachbot may terminate the User's access with immediate effect if the User commits a material breach of these terms. Where the breach consists of conduct described in § 4 para. 2 or para. 3, no prior notice is required.

4. Any questions relating to the User's personal data must be directed to the Creator as the responsible controller.

1. Governing Law

These terms are governed by German law. Where the User is a consumer within the meaning of applicable law, mandatory consumer protection provisions of the law of the User's country of habitual residence apply in addition and take precedence over these terms to the extent of any conflict.