Acceptance of Terms

1.1 Your Acceptance. Your access to and use of the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all Platform Users, including employees, freelancers, contractors, or any other individuals authorized by our clients (collectively referred to as ”Authorized Users”). If you do not agree to these Terms, you must not access or use the Platform.

1.2 Client Terms. By accepting these Terms, you acknowledge that your access to the Platform is provided on the basis of a subscription of the Platform as agreed in an Order Form and applicable Terms and Conditions (the “Platform Subscription”) between us and your contracting entity (the ”Client”), which may be your employer, or, if you are a freelancer or external contractor, the entity for which you perform services. Your use of the Platform is on behalf of and for the benefit of the Client only and conditioned upon a valid and effective Platform Subscription. Any withdrawal, suspension or termination of the Platform Subscription also results in your access rights to the Platform being revoked, terminated or suspended.

1.3 Defined Terms. All capitalized terms shall have the meaning expressly given to them in this Terms of Use or, if not assigned herein, the meaning given to them in the User Privacy Notice, the Terms and Conditions or any other applicable agreement between charles and the Authorized Users or the Client. Capitalized terms that are not defined herein or any other agreement between the parties shall have the meaning assigned to them under the applicable governing law.

Access and Authorization of Use

2.1 Creating an Account: To access and use the Platform, Authorized Users must first register for an account. When registering for an account on our Platform, confirm that you have the Client's explicit authorization to do so. During the registration process, you will be required to provide accurate and current information as prompted, including your name, e-mail address, and company name. You agree to update such information to keep it accurate and current. Registration requires a permanently used business e-mail address associated with the respective Client. The provision of a disposable e-mail address, which is only temporarily valid, is expressly prohibited to avoid that unauthorized individuals might receive access to the account. Failure to provide accurate information may result in the inability to access the Platform or suspension of your account.

2.2 Authorized Users Only. Access to and use of the platform is strictly limited to Authorized Users who are acting on behalf of and under the authorization of the Client. A Platform User shall only be considered an Authorized User if of legal age (minimum 18 years at the time of registration) and duly registered in our Platform’s account management systems with valid user ID and login credentials as described in Section 3.1. Sharing of accounts or account credentials with non-authorized individuals is strictly prohibited and considered and infringement of confidential information of both the Platform Operator and Client. If an Authorized User becomes aware that third parties may have received knowledge of their credentials, they are required to change their credentials immediately and promptly report loss of credentials to the Platform Operator.

2.3. Compliance with Client Terms. Your authorization and use of the Platform is subject to the commercial agreement and terms and conditions including all its’ annexes of the Platform Subscription between us and the Client in its most recent version (the “Client Terms“). The Client Terms shall hereby be incorporated by reference into these Terms. You agree to comply with all Client Terms, including any limitations on use, restrictions on access, third party terms (such as set by WhatsApp and Meta) and limitations of warranty or liability incorporated by reference into these Terms.

2.4. Confidentiality Obligations. You hereby expressly undertake to protect “Confidential Information” of the Platform Operator in line with the Client Terms. Confidential Information means any information that is not publicly disclosed by the Platform Operator, in particular:

Excluded is information which was:

An Authorized User shall only disclose Confidential Information to internal or external employees and vicarious agents of the Client who need to know it for the execution of the Client Terms and if they are also obliged to maintain confidentiality to the extent permitted by law for the period after their departure. You will not pass on any Platform account data or credentials to a competitor of the Platform Operator, i.e. all companies worldwide that are active in the field of conversational commerce or WhatsApp or similar messaging channel marketing, or otherwise give them access to the Platform. The foregoing obligation under this entire Section 3.4 shall continue to apply for a period of 10 years after the end of the Client’s Platform Subscription or permanent suspension of your account, whichever occurs first.

Acceptable Use

3.1 Responsible and Lawful Use. You undertake to use our Platform responsibly and lawfully, respecting the rights of others and applicable regulations as laid down in these Terms (the “Acceptable Use”). In particular, you should use the Platform including related Success and Support Services as well as connected messaging channels (e.g., WhatsApp) as follows:

3.2 Monitoring and Action against Misuse. Any Platform User found engaging in any behavior that does not comply with Acceptable Use or materially violates any of these Terms may face immediate account suspension. The Platform Operator reserves the right (i) to monitor communications between you and other Platform Users to ensure compliance with these Terms; and (ii) the right to remove content that violates these Terms and to terminate the accounts of Platform Users who engage in such behavior.

3.3 Adherence to Usage Policies and Terms. Follow any usage guidelines provided by the Platform Operator on the Platform or the charles Help Center or Messaging Service Providers like WhatsApp and Meta provided on their websites (https://www.whatsapp.com/legal and https://m.facebook.com/legal/terms) and refrain from using the platform for activities violate the terms of messaging services like WhatsApp and Meta (as stipulated in Section 5 of these Terms of Use In more detail). You are prohibited from using the Platform in any manner that is in violation of these Terms or the Client Terms.

3.4 Collecting Consent. Before providing marketing or sales offerings to End Customers, make sure you have obtained a proper legal basis via the double “opt-in” procedure in line with applicable data protection, e-commerce and marketing laws.

3.5 No Infringement of Intellectual Property. By using the Platform, you must not infringe the intellectual property rights of charles, its licensors, its service providers including WhatsApp or Meta or any third party.

Compliance with Third-Party Terms

4.1 Third-Party Services. Our Platform integrates with third-party services like WhatsApp, Instagram and Facebook, and you are required to comply with their respective terms and conditions when using the Platform to interact with those third-party services. This includes respecting intellectual property rights and brand use policies, commercial and business use terms, privacy policies and terms, messaging and acceptable use guidelines and any usage constraints imposed by their providers for these services. More specifically, by using the platform with WhatsApp and/or Meta products and services, you confirm your commitment to comply with the relevant WhatsApp and Meta Terms Failure to comply with these third-party terms can result in suspension of your access to our Platform. This includes in particular, but without limitation, the obligations outlined in the Section 5.

4.2 WhatsApp and Meta Account Set-Up: Ensure that any account established and linked to the platform, such as WhatsApp Business Accounts and Meta Business Accounts, are set up in accordance with the applicable third-party terms such as those set by WhatsApp Inc., WhatsApp Ireland Ltd., Meta Inc, and Meta Platforms Ireland Ltd (jointly “WhatsApp and Meta”) as listed in Section 5.2. By setting-up and linking related WhatsApp and Meta accounts to the Platform, you acknowledge to be authorized by the Client to do so and to accept all relevant WhatsApp and Meta Terms, if not already accepted by the Client, and in particular the WhatsApp Business Solution Terms.

4.3 Compliance with WhatsApp and Meta Terms. Regularly review and adhere to the most recent versions of the WhatsApp and Meta terms and policies (jointly the “WhatsApp and Meta Terms”) when using products and services of WhatsApp and Meta through the Platform or linked accounts. It is your responsibility to stay informed about any changes to these terms and ensure full and ongoing compliance. This includes respecting rules around content sharing, communication standards, and data handling as outlined in the policy documentation. When relying on Meta Products including WhatsApp, the following terms shall be included by reference into these Terms of Use to the extent they apply to your use of WhatsApp and Meta products and services:

You may find further information on how to comply with WhatsApp and Meta terms and policies on their help pages, e.g. https://faq.whatsapp.com/933578044281252. For instance, the WhatsApp Commerce Policy (https://www.whatsapp.com/legal/commerce-policy/) outlines which goods and services may be displayed, promoted, sold or otherwise marketed via WhatsApp, excluding, for instance, any products that are to be considered drugs, medications, tobacco or related tools for the use of tobacco, alcoholic beverages, unsafe food or nutrition, weapons or dangerous goods, live animals or their body parts, products and services for adults, bodily fluids or body parts, some health-related products, certain digital products or anything that may infringe third party intellectual property. For the avoidance of doubt, you will also comply with all other WhatsApp and Meta policies, guidelines or terms as soon as they are made available on respective Websites and made a prerequisite for the use of the respective products and services.

4.4 WhatsApp Content Responsibility. Be aware that content transmitted through WhatsApp business solution or related services is your responsibility. Do not submit any content via WhatsApp or Cloud API that violates laws, third-party rights, or is subject to limitations on distribution.

4.5 Responsibility for Data Protection. The Authorized User shall ensure that the Client's data processing operations conducted on the Platform comply with the requirements of applicable data protection law data protection terms of involved third-party providers such as WhatsApp and Meta. In particular, any use of Personal Data obtained, processed, stored or otherwise used via WhatsApp or Meta products or services must comply with the applicable WhatsApp and Meta data protection terms. These are in particular:

Ancillary Platform User Responsibilities

5.1 Responsibility for Platform Account. You are responsible for (and must have sufficient authority to take) all actions that are performed on or through your Authorized User Account with the Client’s Platform account (the “Client Account”), including any marketing, sales or service activities towards the Client’s (prospective) End Customers and associated disclosure of data. You acknowledge that the Client administers your Platform account and controls your use of the Platform, including but not limited to adding or removing you from the Platform, enabling or disabling any third-party integrations, and managing your permissions. Any content that you submit or upload to the Platform may therefore be retained, accessed, used, modified, shared, or removed by the Client through its other Authorized Users.

5.2 Proper Equipment. Use appropriate, state-of-the-art hardware and communication software or tooling that are compatible with the Platform and kept up-to-date.

5.3 Data Security and Backups. Maintain robust security measures for your data. This includes keeping login credentials confidential, regularly updating passwords, and performing frequent data backups to prevent loss or unauthorized access.

5.4 Reporting Requests and Inquiries. Promptly inform the Platform Operator of any regulatory inquiries, legal notices, or official communications related to your use of the Platform or WhatsApp and Meta products and services, in particular the WhatsApp Business Solution. Provide detailed information to ensure compliance and timely response.

5.5 Cooperation in Security Matters. Authorized Users must actively participate in addressing security incidents and related matters. This may involve providing information about malfunctions and suspicious activities or collaborating with investigations into security issues such third-party attacks on the Platform. In particular, Authorized Users have the following obligations in this regard:

5.5.1 Reporting Security Issues. Authorized Users have to report any technical issues, suspected or actual malfunctions or vulnerabilities or similar irregularities of the Platform or a linked third-party service to the Platform Operator immediately, providing detailed information to facilitate quick resolution. This includes in particular issues like suspected unauthorized access, IT or data breaches, or any activities that threaten the integrity, availability or confidentiality of the Platform, its data and its Platform Users.

5.5.2 Method of Reporting. Authorized Users have to submit reports through designated reporting channel in ClickUP (*https://forms.clickup.com/24327122/f/q6cyj-16775/RKYSYKQF31SIQ3YFJW*). This dedicated channel ensures timely receipt and handling of your reports by our specialized security team.

5.5.3. Confidentiality of Reporters. We will aim to guarantee confidentiality and protection for Authorized Users who report security issues in good faith. Their identity and provided information will be treated as strictly confidential to safeguard their privacy and security and only shared on a strict “need-to-know” basis.

5.5.4. Active Cooperation. After reporting, Authorized Users shall provide further details or clarification to help the Platform Operator investigate and address any security issues as reasonably required.

License; Right of Use; Intellectual Property

6.1 Derivative License. Under these Terms and under the conditions of the Platform Subscription, including the Client Terms, we grant you a limited, non-exclusive, non-transferable, revocable sub-license to access and use the Platform on the Client’s behalf and for the Client's commercial business purposes only. This license is conditional on your compliance with these Terms and the Client Terms. It does not confer any right to sublicense, distribute, sell, or otherwise make the Platform available to third parties. Your use of the Platform must not exceed the rights granted to the Client under the Client Terms. All rights not expressly granted are reserved by us and our licensors.

6.2 No Individual Rights Beyond Use. You acknowledge that you have no rights to the Platform beyond the rights of use granted to the Client under the Client Terms. Your use of the Platform does not grant you any personal ownership rights, intellectual property rights, or any rights to access the Platform beyond the scope of the Client Terms.

6.3. Intellectual Property: The intellectual property rights in all content and materials on the Platform, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are owned by their respective owners which could be the Platform Operator, third party service providers like WhatsApp or Meta or the Client and its content suppliers. Authorized Users must ensure they have the right to use and share any third-party content under the Client Terms and applicable third-party terms such as the WhatsApp and Meta Terms and agree not to infringe upon the intellectual property rights of others. This may result in the following, more specific obligations on your end:

6.3.1 No Infringement. You must not infringe upon the intellectual property rights of the Platform, its licensors, or any third-party including WhatsApp or Meta. This includes refraining from unauthorized copying, modification, distribution, or use of any content. You are not permitted to sell, transfer, assign, distribute, or otherwise commercially exploit or make available intellectual property through the Platform to any third party without appropriate license of the respective owner(s).

6.3.2 Proper Attribution: Where required, proper attribution for any content from the Platform that is used in accordance with a license must be provided.

6.3.3 User-Generated Content. If the Platform allows for the submission of any content by you or other Authorized Users, such content remains the intellectual property of the respective owners, in particular the Client. By submitting content to the Platform, you grant the Platform Operator a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute such content for providing the Platform's and in context of related services.

6.3.4 Rights of WhatsApp and/or Meta. Under the Terms and Policies referred to in Section 5, WhatsApp and/or Meta may have certain rights of use to content created or used on the Platform for or with WhatsApp and/or Meta Products and Services, to which the Platform Operator hereby draws your attention.

Data Privacy

7.1. Processing and Use of Platform User Data. In connection with the creation of an account and use of the Platform, both Personal Data and anonymized data of Authorized Users (the “Platform User Data”) is collected, processed, exchanged and stored by the Platform Provider as permitted under the Client Terms and, if applicable, its own or the Clients’ third-party service providers. Details regarding the processing of Platform User Data by the Platform Operator and its own third-party service providers can be found in the separate Privacy Notice for Users accessible on the Platform. The Platform Operator’s right to use Platform User data extends to the use of aggregated or otherwise effectively anonymized information relating to how the Platform is used by the Authorized Users, including insights from selected Platform use cases and their success and performance metrics for the purpose of rendering the Support and Success Services as agreed as well as needs-based designing, developing and optimizing the Platform and Support and Success Services.

7.2 Further Processing. Further data processing of Platform User Data beyond the User Privacy Notice is possible depending on an Authorized Users use of the Platform, for instance, if an Authorized User makes additional Personal Data available to End Customers of the Client.

Term and Termination

8.1 Termination by Client. The Client reserves the right to terminate your access to the Platform and related right to use if you fail to comply with these Terms or the Subscription Agreement or with any of the Client’s internal policy or work directive at its own discretion. Such termination may be enacted without prior notice. The Platform Operator will comply with any such request for termination by the Client and is under no obligation to review or challenge it.

8.2 Termination by Authorized User. You may terminate your own account at any time by following the instructions on the Platform or by contacting our support team directly.

8.3. Terms and Termination by Platform Operator. The term of an Authorized User account and related right to use is governed by the respective Subscription Agreement. After expiry of the subscription period under the Subscription Agreement for any reason, the Platform Operator is entitled to close all related Platform User accounts irrevocably. Notwithstanding the foregoing, the Platform Operator may terminate or (temporarily) suspend an Authorized User’s account as its own discretion without prior notice or liability, in the event of proven or an evidence-founded reasonable suspicion of violation of these Terms, the Client Terms, the WhatsApp and Meta Terms, or, if required for legal, security or maintenance reasons, or important operational changes such as termination of services provided by selected third party service providers. You may be required to provide evidence at your own or Client’s expense to dispel any suspicion of a violation of Terms and regain access. In cases of termination for cause, Authorized Users will not be entitled to any remedy or refund.

8.4 Effects of Termination. Upon account termination for any reason, all rights granted to an Authorized User under these Terms will cease immediately and no Platform User shall be permitted to further use the Platform or any of its related services. It is not guaranteed that a terminated account can be restored within a certain period, at least not without the loss of data or settings that of the Authorized User. The Platform Operator is not liable for any losses or damages resulting from the termination of an Authorized User account. Any rights of the Client under the Subscription Agreement, however, shall remain unaffected.

8.5 Data Retention Post-Termination. Following termination, the Platform Operator may retain certain Platform User Data including Personal Data for a defined period as outlined in the Privacy Notice for Users.

Disclaimers; Limitation of Warranty and Liability

9.1. Caution when Sharing Personal Data. The Platform may enable the exchange of information between you and End Customers whose identity may be uncertain. You should exercise caution and good judgment when sharing any personal details or sensitive information. The Platform Operator does not verify the identity of any End Customers and, therefore, cannot guarantee their trustworthiness or the accuracy of communications with them.

9.2 Disclaimer of Reliability: The Platform Operator makes no representations or warranties regarding the reliability, accuracy, or completeness of any information sent or received via the Platform, whether by or to End Customers. You acknowledge that relying on such information is at your own risk.

9.3. NO WARRANTIES OR GUARANTEES. THE PLATFORM AND RELATED SERVICES ARE LICENSED AND PROVIDED "AS IS." THE PLATFORM OPERATOR MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE PLATFORM, UNLESS REQUIRED BY APPLICABLE LOCAL LAW. IN PARTICULAR, THE PLATFORM OPERATOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE PLATFORM, AND ITS INTERACTION WITH OTHER EQUIPMENT OR SOFTWARE OWNED OR USED BY THE CLIENT, IS ASSUMED BY THE CLIENT. IN JURISDICTIONS THAT DO NOT ALLOW AN EXCLUSION OF WARRANTY, THE ABOVE EXCLUSION DOES NOT APPLY AND THE CLIENT SHALL BE SUBJECT TO THE BELOW LIMITATION OF WARRANTY.

9.4 Limitation of Warranty. Insofar as the above exclusion of warranty towards Authorized Users is not permissible by local law, the Platform Provider warrants the functionality and operational readiness of the Platform and the associated service offerings "as is" and as stipulated under the Client Terms. The Platform Provider assumes no further warranty vis-à-vis an Authorized User than is mandatory under applicable law towards the respective Client.

9.5 EXCLUSION OF LIABILITY. UNLESS REQUIRED BY APPLICABLE LOCAL LAW, THE PLATFORM OPERATOR AND ITS SERVICE PROVIDERS INCLUDING IN PARTICULAR ANY MESSAGING SERVICE PROVIDERS SHALL NOT BE LIABLE IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM USE OF THE PLATFORM OR ITS RELATED SERVICES OR POSSESSION OF ANY CLIENT DATA; OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE PLATFORM, RELATED SERVICES OR CLIENT DATA, ANY DEFECT IN THE CLIENT DATA, OR THE BREACH OF THESE TERMS AND CONDITIONS OR COMMERCIAL AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE PLATFORM OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT ALLOW AN EXCLUSION OF LIABILITY, THE ABOVE EXCLUSION DOES NOT APPLY AND THE CLIENT SHALL BE SUBJECT TO THE BELOW LIMITATION OF LIABILITY.

9.6 Limitation of Liability. Insofar as the exclusion of liability above is not permissible by local law, the Platform Provider shall be liable as stipulated under the Client Terms. The Platform Provider assumes no further liability vis-à-vis an Authorized User than is mandatory under applicable law towards respective the Client.

Final Provisions

10.1 Precedence of conflicting terms. In the event of a conflict or discrepancy between these Terms, the Client Terms and any WhatsApp and Meta Terms, the latter (the WhatsApp Meta Terms) shall prevail over both these Terms and Client Terms, whereas the Client Terms should prevail over these Terms.

10.2 Modifications to Terms. charles reserves the right to modify and update these Terms at any time. If we make material changes, we will provide at least 15 days' notice before the new terms take effect. Your continued use of the Platform after such changes will constitute your agreement to the new Terms. In relation to the Client, any modification, suspension or discontinuation of the Platform shall be governed solely by the Subscription Agreement and Client Terms.

10.3 Communications. Any notice or other communication required or permitted to be given under these Terms including any modification shall be in Text Form (including email) and delivered by electronic mail, platform notification, or any other agreed-upon Text Form, ensuring that such communication is accessible for future reference in a defined version. No verbal agreements, understandings, or arrangements between you and charles shall have any force or effect. All modifications to or deviations from the Client Terms are only valid if in line with the Text Form requirement as stipulated in these Terms.

10.4 Entirety of Terms. These Terms, together with any documents expressly referred to herein, constitute the entire agreement between the Platform Operator and you pertaining to the subject matter hereof. They supersede all prior and contemporaneous agreements, representations, and understandings between us. No amendment to or modification of these Terms will be binding unless in the form required under these Terms.

10.5 Validity of Provisions. Should one of the provisions of these Terms or a provision subsequently incorporated into them be or become void or unenforceable in whole or in part, or should a gap or similar inconsistency in these Terms become apparent, this shall not affect the validity of the remaining provisions (preservation). It is the express intention of both charles and the Platform User to maintain the validity of the remaining provisions under all circumstances and thus to waive Section 139 BGB in its entirety. In place of the invalid or unenforceable provision or to fill any gap, the valid and enforceable provision that comes closest in legal and economic terms to what the Parties intended or would have intended according to the meaning and purpose of the concluded agreements if they had considered this point when concluding these Terms or when including the provision shall be deemed to have been agreed with retroactive effect. If the invalidity of a provision is based on a measure of performance or time (deadline or date) specified therein, the provision shall be deemed to have been agreed with a legally permissible measure that comes closest to the original measure (fictitious replacement). If a fictitious replacement is not possible, a provision or regulation in accordance with the content of the previous sentence must be agreed to replace the void or unenforceable provision or to close the gap (obligation to replace).

10.6 Governing Law and Legal Venue. These Terms shall be governed and construed in accordance with the laws of Germany, without regard to its conflict of law provisions. The application of German conflict of law rules and the UN Sales Conventions is hereby excluded. The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is the registered office of the Platform Operator in Berlin, Germany. The Platform Provider remains entitled to bring an action at the Client's general place of jurisdiction within the meaning of Section 12 of the German Civil Code of Procedure.

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