1. Provider & Scope

1.1.

vaiaverse., operated by SmartFox Group FZCO (hereinafter “vaiaverse.”), offers services in the field of AI-driven task automation, including telephoning, email sending, WhatsApp messaging, and appointment booking, integrated with the owned CRM. vaia. builds and implements Voice AI Assistants for clients.

1.2.

These Terms of Service apply to customers who have opted for a free or fee-based offer from vaia.. vaia. offers its services exclusively to businesses. These must have unlimited legal capacity and be natural persons, partnerships, or legal entities. vaia. does not make its systems, platforms, and services available to private individuals.

1.3.

These Terms of Service apply. Deviating terms and conditions of the contractual partner do not apply.

2. Amendments to the Terms of Service

2.1.

If there is a further development of the services of vaia., a legal adjustment, or other important events, the Terms of Service of vaia. can be adjusted at any time. The new terms and conditions will be published on the website when they come into force. The new Terms of Service can be objected to within two weeks of coming into force.

3. Conclusion of Contract

3.1.

Customers who decide to cooperate with vaia. will purchase the service online. A no-refund policy applies.

3.2.

Should claims of third parties, arising from infringements of rights through the booking and use of services and offers of vaia., be asserted against the customer, the customer shall indemnify vaia. against all claims immediately upon request.

3.3.

Until the final clarification of the claims and demands, vaia. is entitled to temporarily suspend outstanding work.

4. Subject Matter of the Contract

4.1.

Customers who book or commission services from vaia. receive the services described in the order confirmation.

4.2.

A description of vaia. offers and services can be found on the website (https://vaiaverse.com). vaia. has the right to extend or limit offers and services at any time. There is no guarantee that services will be offered in the future. If services are no longer offered, vaia. can terminate existing contracts, subject to the notice period specified in this document.

4.3.

vaia. has the right to commission third parties to provide the services offered. There is no obligation for vaia. to provide details about third parties. Regardless of the party performing the service, vaia. remains the contractual partner of the customer.

4.4.

vaia. does not guarantee any particular success at any time. vaia. offers tools that can help to achieve certain business goals. The customer is responsible for their own goals at all times.

4.5.

The customer retains the rights to use their data. vaia. has the right to use apps and other content from customers for its own marketing purposes. These purposes are mainly but not exclusively related to the own website, third-party platforms, and directory-like platforms. This right does not expire upon termination of the contract. Deletion must be explicitly requested by the customer by email to support@vaiaverse.com. It is possible that even after the deletion of all data, copies of this data may still be on the Internet and outside the influence of vaia..

4.6.

vaia. receives from the customer all data, access, information, and documents required for the execution of the service free of charge. If vaia. does not receive this indispensable information despite being requested to do so, vaia. is released from its obligation to perform. If vaia. nevertheless provides or has provided a service, vaia. is entitled to charge for the additional expenditure incurred.

4.7.

Dates and deadlines are to be stated in writing in the offer or in the order confirmation. Subsequent deviations must be confirmed by the customer in writing. Should vaia. not be able to meet dates or deadlines, vaia. shall inform the customer immediately.

5. Contract Duration and Termination

5.1.

The contract is concluded for an indefinite period and will renew automatically, unless otherwise stated in the order confirmation.

5.2.

The order of chargeable tariffs, offers, and services leads to a contract for the use of precisely these chargeable services. Services are booked on the website via an enquiry form, by email, telephone, WhatsApp, or SMS. In these cases, however, the contract is only concluded by signing the order confirmation. For offers that are paid for directly online, the contract comes into effect immediately. The statutory withdrawal period applies. Contracts for offers and services that do not have a specific term are valid during their use.

5.3.

There is no period of notice, unless otherwise stated in the order confirmation. Cancellation is possible at any time but must take place before the end of any term. Cancellations must be made through the provided options or by sending an email to the vaia. address given in the imprint. Cancellations by telephone, fax, to other email addresses, or verbally are not valid.

5.4.

If a contract is not terminated in time in accordance with 5.3, it will be automatically extended by the previous term.

5.5.

For good cause, either party may terminate the contract at any time without notice. Good cause shall be deemed to exist if the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties, cannot reasonably be expected to continue the contractual relationship until the expiry of the notice period.

5.6.

If a customer withdraws from an order, vaia. shall charge the following percentages of the agreed order value as a cancellation fee: up to six months before the start of the order 10%, from six months to three months before the start of the order 25%, from three months to four weeks before the start of the order 50%, from four weeks to two weeks before the start of the order 80%, from two weeks before the start of the order 100%.

6. Prices and Payment

6.1.

Prices may, but do not have to, be fully visible on the vaia. website. The costs for services offered by vaia. are calculated individually according to the customer’s order and the scope of the project. All prices quoted are net prices and do not include the value-added tax applicable in the country of vaia.’s registered office at the time of payment. The payment deadline stated on the invoice is decisive. Before booking a service, the customer will be informed of the respective costs incurred. This information can be given verbally or in writing. However, the invoice together with the order confirmation is always valid.

6.2.

For booked services of vaia., the payment terms are determined individually. Payments can be demanded 100% before service provision, 50% before service provision and 50% after service provision, or following service provision. However, vaia. is also entitled to invoice partial payments at intervals during the course of a project.

6.3.

Payments are accepted by bank transfer, PayPal, and credit card. When booking a chargeable service, the customer will authorise vaia. to collect payments owed via the respective valid account. vaia. is not obliged to provide the service until payment has been made. The payment can only be described as having been made when vaia. can dispose of the full amount.

6.4.

Costs for debt collection, mainly but not exclusively, for return debit notes due to lack of account coverage, incorrect information, or other missing information not caused by vaia., are to be borne exclusively and in full by the customer.

6.5.

If the customer is in default of payment, vaia. is entitled to suspend outstanding work and, if applicable, to withhold documents and records until the debt has been settled. Further claims and rights remain unaffected. The customer shall reimburse vaia. in full for any costs incurred as a result of the delay in payment. In the event of a delay in payment of more than ten days, despite a reminder, vaia. has the right of extraordinary termination in accordance with 5.5.

6.6.

vaia. may change the prices for offers and services at any time and without notice. Purchases made before the change are not affected by these changes and remain valid until the end of the contract.

7. Warranty

7.1.

vaia. shall ensure that the services offered can be used to the agreed extent and without infringing the rights of third parties in accordance with the contract. vaia. provides a warranty for this.

7.2.

If there is a defect, vaia. is free to remedy the defect by a new delivery or by rectification. If such a defect cannot be remedied within a reasonable period of time, vaia. is free to withdraw from the contract or to reduce the amount owed. The number of attempts to remedy the defect is at the discretion of vaia.. A failure to remedy the defect shall only be deemed to have occurred if vaia. definitively ceases, refuses, or unreasonably delays its work on remedying the defect.

7.3.

If the property rights of third parties are infringed by vaia. and the delivery of the service is delayed as a result, vaia. will at its own expense either acquire the rights for further use or offer an alternative equivalent solution that does not infringe the rights of third parties. If this is not possible within a reasonable period of time or under economically reasonable conditions, vaia. as well as the customer have the option to terminate the contract for good cause. In the event of infringements of property rights by vaia., the customer shall be released from these by vaia..

8. Liability

8.1.

In the event of injury to life, body, or health caused by an intentional or negligent breach of duty by vaia. or an intentional or negligent breach of duty by a legal representative or vicarious agent of vaia., in the absence of a guaranteed quality and for damage caused by vaia. or a vicarious agent or legal representative of vaia. intentionally or through gross negligence, vaia. shall be liable in full for the damage incurred, irrespective of the legal grounds.

8.2.

Unless life, body, or health are affected, product liability does not apply or a guarantee has been declared for the circumstance, liability is excluded for simple negligence, for non-essential contractual obligations.

8.3.

In the event of a negligent breach of an obligation essential to the contract, the fulfilment of which is mandatory for the performance of the contract, vaia. shall only be liable to the extent of the damage foreseeable at the time of the conclusion of the contract, as a rule.

8.4.

Any further liability of vaia. for damages or compensation for futile expenses is excluded.

8.5.

Insofar as the liability of vaia. is excluded or limited, this also applies to the personal liability of the employees, representatives, and vicarious agents of vaia..

8.6.

Events of force majeure which make it substantially more difficult or impossible for vaia. to perform a service or obligation entitle vaia. to postpone the performance of this obligation or obligation for the duration of the hindrance and a reasonable start-up period. Force majeure is an external, unforeseeable event that cannot be averted or averted in time even by exercising reasonably expected care and by technically and economically reasonable means. This includes, in particular, natural disasters, terrorist attacks, machine or power failures, necessary repair work, machine damage, operational failures of equipment, faulty equipment or necessary installations, disruption or failure of telecommunications links, operational disruptions, pandemics, civil wars, hacker attacks, strikes and lockouts, insofar as the lockout is lawful, or statutory provisions or measures of the government or courts or authorities (irrespective of their lawfulness), as well as the occurrence of such events at subcontractors.

8.7.

vaia. accepts no liability for the customer’s systems. The customer is responsible for setting up and maintaining their own IT infrastructure.

9. Copyright

9.1.

The websites of vaia. as well as all services offered there are protected by copyright. Furthermore, all other services and performances of vaia. are protected by copyright. The copyright includes the appearance, structure, and organization of the website, as well as all names and logos used.

10. Data Protection

10.1.

The customer’s data will only be used by vaia. in connection with a contract and the data protection regulations will be observed. Employees, service providers, and subcontractors are obliged by vaia. to comply with data protection. vaia. accepts no liability for non-compliance with the obligation of third parties. Any claims must be made directly to the party concerned. vaia. will assist in connecting the parties.

10.2.

vaia. endeavors to provide an encrypted data connection on the website. However, vaia. does not guarantee this and draws attention to the fact that the execution of contracts, the transmission of content, data processing, and other services may take place unencrypted via the Internet.

10.3.

vaia. is permitted to engage subcontractors and to transfer or make available to these subcontractors the content provided by the customer and all personal data collected within the framework of the contract. Upon request for deletion of this personal data, it will be irrevocably deleted both at vaia. and at the subcontractors. Furthermore, vaia. is permitted to pass on the personal data to the corresponding service providers for the purpose of payment processing and also already for a credit check.

10.4.

It is strictly prohibited to make unauthorized copies of the websites including subdomains of vaia.. Furthermore, it is prohibited to copy, modify, or reuse content of any kind from the vaia. websites.

10.5.

A link to the web pages of vaia. is permitted to the extent that it serves as a cross-reference. The reproduction of vaia.’s web pages on external web pages by means of technical aids, such as iframes, is not permitted. Web apps created by customers are included in this.

10.6.

vaia.’s privacy policy can be found at https://vaiaverse.com/privacy-policy.

11. Secrecy

11.1.

All information and documents which become accessible to the parties within the framework of the contractual relationship and which are not in the public domain shall be treated as strictly confidential, even after termination of the order, and even if the order is not executed.

11.2.

The parties shall impose the duty of confidentiality on their respective employees involved in the execution of the order.

12. Final Provisions and Miscellaneous

12.1.

The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of vaia..

12.2.

The applicable law of the United Arab Emirates shall apply exclusively. Notwithstanding the foregoing, the customer agrees that vaia. shall nevertheless be permitted to seek injunctive or equitable relief in other jurisdictions.

12.3.

If provisions of this contract are to be classified as invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the rest of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision.

12.4.

vaia. is entitled to include the company name and logo of the customer in reference lists and to publish these on its own websites or in print media for factual information. Furthermore, the customer grants vaia. the right to use project names and symbols in reference and overview lists. Any further use requires the separate consent of the customer.