Terms and Conditions

These Terms and Conditions (the “Terms”) govern the use of the software-as-a-service platform “Recelia” (the “Service”) between Timon Filipovic, trading as “Recelia”, In der Breite 54, 79224 Umkirch, Germany (the “Provider” or “Recelia”) and the commercial or business customer (the “Tenant”).

The Service is intended exclusively for entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) and legal entities under public law. Contracts with consumers are excluded. Deviating terms of the Tenant do not apply.

“End customer” means the Tenant’s customers who interact with the AI. “AI” means the generative AI system used, based on third-party language models. “Plan” means the selected pricing and feature tier.

Recelia is a cloud-based platform that acts as an AI receptionist for service businesses (e.g. hair salons, nail studios, beauty, and in future clinics, veterinarians, physiotherapy, dental practices), handling customer enquiries via web chat, WhatsApp and SMS (voice in future), booking appointments, answering FAQs and sending confirmations and reminders. The Service is multilingual (Croatian, German, English, Italian). The specific scope of functions depends on the selected plan. Recelia continues to develop the Service; material reductions in scope are announced with reasonable notice.

A prerequisite is the opening of an account by a person authorised to represent the Tenant. The Tenant provides truthful information, keeps it up to date and keeps its access credentials confidential. The contract is concluded by the Tenant’s order and Recelia’s confirmation, as a rule automatically by email or in the dashboard.

The applicable prices and plan contents are stated on the website. All prices are exclusive of statutory value added tax. Billing is in advance for the respective billing period. For voice plans, minutes beyond the included allowance are billed at the stated overage price, capped by the hard cap of the respective plan.

Taxes: For B2B services between EU member states, the reverse-charge procedure generally applies (§ 13b of the German VAT Act). The Tenant provides its VAT ID and owes the VAT in its country of establishment. For services to Tenants in Germany, German VAT is shown as soon as Recelia is liable for VAT.

In the event of late payment, Recelia is entitled to charge default interest at the statutory rate (§ 288 BGB) and a flat fee of 40 euros and to suspend the Service after prior reminder.

Where Recelia offers a free trial or demo phase, these Terms apply accordingly, with the exception of the payment provisions. Recelia may end a trial phase at any time without giving reasons.

Under data protection law, the Tenant is the controller for the end-customer data processed through the Service. Recelia is the processor in this respect. The separately concluded Data Processing Agreement (DPA) pursuant to Art. 28 GDPR applies and is an essential part of this contract.

• The Tenant warrants a valid legal basis under Art. 6 GDPR and, for special categories (Art. 9 GDPR, in particular health data), an additional legal basis under Art. 9(2) GDPR.
• The Tenant transparently informs its end customers about the use of Recelia, obtains the necessary consents (in particular for WhatsApp communication, voice recording and health data) and names Recelia as a processor in its privacy policy.

• Any use for the purpose of unsolicited advertising (spam) is prohibited, in particular via WhatsApp, SMS and voice.
• Sending messages without a legal basis or consent, and transmitting unlawful, offensive or discriminatory content, is prohibited.
• Circumventing security measures or rate limits, and any use that violates the terms of Meta (WhatsApp Business Policy), Telnyx or other subprocessors, is prohibited.

In the event of violations, Recelia is entitled to suspend or terminate the account without any refund claims arising. Recelia will, where possible, hear the Tenant beforehand.

The AI provided is an automated system based on third-party language models. It can make mistakes, generate incomplete or inaccurate statements (so-called hallucinations) and is not a substitute for human advice or decision-making. It does not provide medical, legal or tax advice, makes no diagnoses, does not invent prices or services and accesses only the data stored by the Tenant. In case of uncertainty, the AI escalates to the Tenant or its staff.

Recelia does not warrant the accuracy, completeness or suitability of the answers, appointment proposals and information generated by the AI. Recelia expressly recommends that the Tenant finally review and confirm appointments, prices and other information made or confirmed by the AI before binding execution by the business. The Tenant remains solely responsible for the accuracy of the information communicated to its end customers and for the actual provision of the service.

Any liability of Recelia for damages arising from substantive errors of the AI, from incorrect, duplicate or missing bookings, or from the Tenant’s failure to observe the confirmation reservation is excluded in accordance with Section 12 (Limitation of liability), unless expressly provided otherwise there.

Recelia provides the Service using third parties, in particular:

• Meta Platforms Inc. / WhatsApp LLC (WhatsApp Cloud API). Recelia is a Meta Tech Provider. The Tenant accepts the WhatsApp Business Terms and Meta policies.
• Telnyx LLC (telecommunications, voice and SMS) and Vapi (voice orchestration). The Tenant accepts the Acceptable Use Policy and Messaging Policy of the respective providers in this respect.
• OpenAI, ElevenLabs, Vercel, Supabase, Sentry, Resend, Upstash and, where applicable, Stripe.

Recelia does not itself produce the services of these third parties and assumes no responsibility for their availability outside its own control. The Tenant’s sole contractual partner is Recelia. Recelia is not itself a telecommunications provider within the meaning of the German Telecommunications Act (TKG).

Recelia and its licensors hold all rights to the Service, the software and the trademarks. For the term of the contract, Recelia grants the Tenant a non-exclusive, non-transferable right of use to the agreed extent. The Tenant grants Recelia the non-exclusive right to process the content provided (texts, logos, price lists) solely to provide the Service. Data of the Tenant or end customers is not used to train the language models employed; the training opt-out is activated.

Recelia endeavours to ensure high availability but gives no availability guarantee in the Starter, Pro and Business plans. Planned maintenance and outages of upstream service providers are excluded. A separately agreed Service Level Agreement applies to the Enterprise plan.

Recelia is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, for maliciously concealed defects and to the extent of a guarantee assumed.

In the event of slightly negligent breach of material contractual duties (cardinal duties), Recelia is liable limited in amount to the contractually typical, foreseeable damage. Otherwise, liability for slight negligence is excluded. Recelia is not liable for damage caused by carefully selected third parties.

The Tenant indemnifies Recelia against all third-party claims based on unlawful use of the Service by the Tenant, in particular for violations of data protection, competition or telecommunications law (sending spam, missing consents). The indemnification includes reasonable costs of legal defence.

For monthly plans, the contract runs for an indefinite period and may be terminated with one month’s notice to the end of the month. For annual plans, the contract renews for a further year unless terminated with 30 days’ notice to the end of the term. The right to extraordinary termination remains unaffected. After the end of the contract, Recelia provides the Tenant with the option to export its data for 30 days; thereafter the data is deleted in accordance with the DPA, unless statutory retention obligations preclude this.

Recelia may change these Terms with 30 days’ prior notice, provided the changes are reasonable for the Tenant. If the Tenant objects within 30 days, the objection is deemed an ordinary termination effective when the change takes effect.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes is, to the extent legally permissible, Freiburg im Breisgau. In the event of conflicts in data protection matters, the Data Processing Agreement (DPA) takes precedence. Should individual provisions be invalid, the remainder of the contract remains effective.