Terms & Conditions

Calary Solutions UG (haftungsbeschränkt) (hereinafter referred to as "Plainview" or "we") offers an phonecall automation system ("Platform") for hotel operators on a software-as-a-service basis. Thank you for your interest in Plainview AI!

Terms & Conditions

Last Updated on August, 24, 2024

1. Scope

1.1 These general terms and conditions ("Terms") govern the agreements concluded between the respective client and Plainview regarding the use of the Platform, unless expressly agreed otherwise in writing. In addition to these terms, all contracts for the full Platform version are also subject to an agreement on third-party processing of personal data and the price list valid at the time the contract was concluded, unless the price was otherwise expressly agreed.

1.2 We do not recognize any deviating or conflicting terms and conditions unless we have expressly agreed to them in writing.

1.3 The Platform is provided exclusively to businesses within the meaning of §14 of the German Civil Code (BGB) and contracts will only be made with businesses. The software cannot be used by consumers and consumers may not enter into contracts for its use.

2. Purpose

2.1 The purpose of the contract is the provision of access to the Platform operated online by Plainview with the availability defined in §3 below via a user account created for the respective customer and the storage and processing of the data uploaded by the customer to the same in accordance with these terms and conditions.

2.2 Plainview will provide the customer with the current version of the Platform for the purpose of managing the phonecalls of one or more hotels with the currently available functions, whereby in any case the full version contains features for fetching room availability, rates and prices, creating and managing reservations. The Platform Integrates into the Customers PMS for the mentioned actions. Further functionalities can be offered, but they are not guaranteed and may be suspended or removed at any time.

2.3 The Platform is offered in both a paid full version and in a demo trial version. The trial version may have a limited range of functions compared to the full version. In the trial version, customers may not publish the phonenumber or let it called for other purposes than testing, unless agreed otherwise.

3. Availability

3.1 Plainview does not guarantee any specific availability for the trial version.

3.2 The Platform may be unavailable during scheduled maintenance periods, which will be communicated to customers in advance.

3.3 Unscheduled maintenance may also occur when urgently needed, such as for security patches or critical updates.

3.4 Availability may be affected by unforeseen circumstances beyond our control, including but not limited to: Force majeure events (e.g., unforeseeable hardware failures, strikes, natural disasters); Downtimes caused by virus or hacker attacks, provided we have implemented the agreed-upon or standard protective measures; Interruptions due to the unavailability or malfunction of the customer's equipment or other disruptions caused by the customer (e.g., failure to cooperate); Software errors in customer applications or issues in the system and system-related software caused by customer applications or data; Disruptions caused by third parties, including external APIs or services, that are not managed by us.

3.5 Without limiting other rights or remedies, Plainview may temporarily suspend (without liability) the customer's access to any portion of the Platform if (a) Plainview reasonably determines that (i) there is a threat or attack on the Platform or another event that may create a risk to the Platform, the customer, or any other third party; (ii) the customer's use of the Platform disrupts or poses a security risk to the Platform or any other third party; or (b) Plainview has notified the customer that any amount owed by the customer under the Agreement is thirty (30) or more days overdue, and the customer has failed to submit payment in full within five (5) days of receipt of such notice (collectively, “Suspensions”). Plainview shall provide notice in advance (where reasonably possible) of any Suspension and provide updates regarding the resumption of the Platform or Services following any Suspension.

4. Contract

4.1 The contract for the trial version of the Platform can only be finalized after a meeting with the hotel and with their explicit agreement. This ensures that all terms and conditions are thoroughly discussed and mutually accepted.

4.2 The use of the demo number requires creating an account (“Account”). By creating an Account, the customer accepts a free-of-charge contract for the use of the demo number for trial purposes. Upon Account activation, Plainview grants the customer a free right to use the demo number ("Trial") for a maximum of 7 days for internal testing with the team. The customer is only entitled to one Trial. Plainview may extend or terminate the Trial at its sole discretion. If the customer wishes to test the demo number live with customers after this period, they must sign a Data Processing Agreement (DPA) with us. After the expiration of the Trial, access to the demo number will be disabled, but the customer’s Account will remain active.

4.3 After expiration of the Trial according to section 4.2, the customer may conclude a fee-based contract with Plainview to continue using the number.

5. Plainview's Obligations

5.1 Upon conclusion of the contract, Plainview shall activate the phone number and dashboard for the customer. The phone number will be used to connect with our voice AI system, accessible via phone call, while the dashboard will be accessible via the internet, allowing the customer to use the Platform for the agreed purposes. Plainview shall grant the customer access to the dashboard. Authorized access consists of a user identification created by the customer and a password or by registering with their existing Plainview Profile.

5.2 An obligation to provide a full version only exists if the customer has also entered into a contract for the third-party processing of personal data.

5.3 Plainview provides support to the customer as part of their original contract or subsequently according to the currently applicable price list or as explicitly defined in the contract in the form of: Support via email, or Support via Slack.

6. Customer obligations

6.1. The customer is obliged to pay the fees due under the contract and the support package ordered in accordance with the "Fees" section below.

6.2. When using the demo number, the customer agrees not to use or record any personal data other than their own or their team's in the Platform, but instead only to work with fictitious data.

6.3. The customer is obliged to use the Platform exclusively for the purposes specified in § 2.2 and not to store therein any unlawful content, such as viruses or malicious code, which violates the laws, official requirements, or rights of third parties.

6.4. The customer is solely responsible for the content and data processed within the Platform. The customer shall use the Platform only in accordance with the contract and within the framework of the applicable statutory provisions and not to infringe any rights of third parties during use. The customer will inform Plainview without undue delay in text form about: (i) the misuse or suspicion of misuse of the Platform; (ii) a risk or suspicion of a risk to data protection or data security which occurs within the scope of the provision of the Platform; (iii) a risk or suspicion of a risk to the service provided by Plainview, e.g., due to loss of access data or hacker attack.

6.5. The customer is obliged to inform Plainview in case of change of control and ownership.

7. Licenses

7.1. Plainview grants the customer the simple, non-exclusive, and non-transferable license to use the Platform for the duration of the contract for the purposes and within the scope agreed therein.

7.2. Unless otherwise expressly agreed, the customer shall not make the Platform or its use available to third parties (anyone who is not employed by the customer) for free or for pay. The customer is expressly not permitted to sublet or lend or make the Platform accessible to third parties or to make copies of the software.

7.3. Insofar as the customer stores copyright-protected content in their allocated storage space on the Platform, they grant Plainview the right to make the content stored there accessible to the same when queried and, in particular, to reproduce and transmit it for this purpose. The customer also grants Plainview the right to reproduce the data for backup purposes and further warrants that they have the authority to grant these rights.

8. Data protection

8.1. When using the trial version, the customer agrees not to use or record any personal data other than their own or their team's in the platform.

8.2. In order to use the full version as contractually agreed, the parties must also enter into a Data Processing Agreement (DPA) for the third-party processing of personal data. The customer is solely responsible for compliance with data protection regulations within the scope of the personal data processed by the Platform.

9. Subscription fees for the full version

9.1 These general terms and conditions ("Terms") govern the agreements concluded between the respective client and Plainview regarding the use of the Platform, unless expressly agreed otherwise in writing. In addition to these terms, all contracts for the full Platform version are also subject to an agreement on third-party processing of personal data and the price list valid at the time the contract was concluded, unless the price was otherwise expressly agreed.

9.2 We do not recognize any deviating or conflicting terms and conditions unless we have expressly agreed to them in writing.

9.3 The Platform is provided exclusively to businesses within the meaning of §14 of the German Civil Code (BGB) and contracts will only be made with businesses. The software cannot be used by consumers and consumers may not enter into contracts for its use.

10. Term and Termination

10.1. For the full version, the customer agrees to a contract with an initial term of at least 12 months. The term of this contract begins with the initial start of the subscription period of the first property (“Contract Term”) and applies to all further properties under this account. The contract will be automatically extended by an additional 12 months unless terminated in accordance with the contract terms.

10.2. The customer's go-live with the phone number and dashboard must occur within 3 months of contract signature unless agreed otherwise.

10.3. Notice of termination must be given in written form (electronic form). All licenses and rights granted under the Agreement shall be immediately terminated after the end of the subscription.

10.4. The right of both parties to extraordinary termination for good cause remains unaffected.

10.5. This contract can be cancelled in writing by giving at least three months’ notice period prior to the end of the current term. If the Customer cancels a property or properties, or the account, the Subscription fees are due until the end of the Contract Term, no reimbursements of fees.

11. Confidentiality

11.1. The contracting parties shall treat all business and trade secrets of the other party ("confidential information"), in particular all documents in electronic or other form, the code of the software application, its documentation, customer information, hotel data, procedures, and methods of Plainview in the provision of the services, as well as any other expertise of Plainview, confidentially and only use them for the purposes of the contract. A party's confidential information does not include information which (i) is or becomes generally known without the other party being responsible for such disclosure; (ii) was already known to the other party before it was made available to it and which the other party had received neither directly nor indirectly from the protected party; (iii) was lawfully disclosed to the other party by a third party without restrictions on disclosure; (iv) was developed by the other party itself without using or referring to the confidential information of the protected party.

11.2. This information may only be disclosed to third parties if the protected party has expressly given its prior written consent and if this is absolutely necessary for the execution of the contract. This obligation to maintain secrecy does not apply to persons (auditors, tax consultants, lawyers) of the respective party who are bound by law to maintain professional secrecy, nor does it apply to authorities who have a right to information, nor does it apply to the extent that publication has been ordered by a competent court. In the event of a request for information from an authority or a court, the parties shall cooperate in order to keep the disclosure of confidential information to the minimum necessary. Third parties do not include agents, freelancers, and subcontractors of Plainview.

11.3. Upon termination of the contract on whatever grounds, both parties shall immediately destroy or return all confidential information of the other party at their option, unless mandatory storage obligations require otherwise.

11.4. The rights and obligations arising from §§11.1 to 11.3 shall remain unaffected by the termination of the contract.

12. Liability and compliance

12.1. Within the framework of the contract for a trial version, Plainview shall be liable in accordance with this paragraph. In the event of damage due to legal defects or flaws in the Platform, Plainview shall only be obliged to compensate the customer for the damage resulting from any defects or flaws it has fraudulently concealed. In the event of a breach of protective duties that are not connected with the provision of the Platform, Plainview shall be liable without limitation for damages resulting from injury to life, body, or health resulting from a negligent breach of duty by Plainview or an intentional or negligent breach of duty by a legal representative or vicarious agent of Plainview. Otherwise, Plainview is only responsible for damage caused with intent or out of gross negligence.

12.2. Within the framework of the contract for a full version, Plainview shall be liable in accordance with this paragraph. If the services provided by Plainview are defective because their suitability for the contractual use is not only insignificantly impaired, Plainview shall be liable for material defects and defects of title in accordance with the statutory provisions. Plainview shall be liable for defects in the software which were already present when the software was handed over to the customer only if Plainview is responsible for the same.Otherwise, Plainview is liable: For damage resulting from its intent or out of its gross negligence or that of its legal representatives or vicarious agents according to the statutory provisions; For unlimited damages resulting from injury to life, limb, or health; In the event of slight negligence by Plainview or a legal representative or vicarious agent of Plainview, only in the event of breach of a material contractual obligation (cardinal obligation) and only for foreseeable damage, the occurrence of which must typically be expected. Essential contractual obligations are such obligations that are absolutely necessary for the proper execution of the contract and in whose compliance the customer may regularly confide.

12.3. Plainview shall be liable for product liability damages in accordance with the provisions of the German Product Liability Act. The liability is not limited in this respect by the above two paragraphs.

12.4. The customer is obliged to monitor its compliance-related actions and act manually to avoid potential damage or compensation that can arise from noncompliance on their side.

13. Miscellaneous

13.1. Unless otherwise specifically agreed, Plainview shall be entitled to amend or add to these terms in accordance with this paragraph. Plainview shall notify the customer of such amendments or addenda in writing at least six weeks before they take effect. The customer’s consent to the change of these terms will be deemed granted if the customer does not object to the amendment in text form within a period of two weeks, beginning with the day following the day of the announcement of the amendment. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement, and the outcome of an objection. Amendments or addenda to these terms must be in writing to be valid.

13.2. The agreement between the parties shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods dated April 11, 1980 (UN Convention on Contracts for the International Sale of Goods).

13.3. The signing party of the Customer certifies that it is authorized to sign and enter this binding legal contract for the Customer making this purchase.

13.4. The place of performance and the exclusive place of jurisdiction is Berlin, Federal Republic of Germany.

13.5. If any provision of this agreement is or shall become invalid, the validity of the remaining provisions shall not be affected.