Terms

GENERAL TERMS AND CONDITIONS OF RETAIYN OG

1. Scope

These General Terms and Conditions apply to all services provided by retaiyn OG. These include in particular customer experience consulting, strategic consulting, automation, setup and optimization of support systems, configuration of AI agents, email and WhatsApp automations, CRM and helpdesk integrations, monitoring, quality control, project support, training, and operational setup services.

retaiyn’s services are generally directed at businesses.

2. Contracting Party

The contracting party is:

retaiyn OG
Johannesgasse 23/5
1010 Vienna, Austria
Company register number: FN 685502 t
VAT ID (UID): ATU83768905
Email: Berat@retaiyn.com

3. Conclusion of Contract

The contract is concluded by accepting an offer, by a written order, or by any other documented agreement. The specific scope of services is set out in the respective offer, service order, project plan, or contract.

In case of conflict, the following order of precedence applies: individual service order or offer, Service Level Agreement, Data Processing Agreement (where applicable), these Terms and Conditions.

4. retaiyn’s Services

Depending on the order, retaiyn provides in particular: analysis of customer experience processes, development of strategies and concepts, setup of support and CRM systems, configuration of AI agents, development and optimization of automations, setup of email and WhatsApp processes, setup of integrations, analysis of support data, quality control and monitoring, preparation of reports, training and consulting, as well as support with migrations and setups.

retaiyn owes only the services expressly described in the respective offer or service order.

5. Setup, Proof of Concept, and Retainer

Services may be agreed as a one-time setup, proof of concept, project, monthly retainer, maintenance service, or additional service.

A retainer includes only the services, volumes, and periods specified in the respective offer. Ongoing handling of all end-customer inquiries is not automatically part of a retainer. Operational ticket handling is owed only if expressly agreed.

6. Client Cooperation Obligations

The Client undertakes to provide required access in good time, to deliver necessary information and data in full, to name contact persons with sufficient decision-making authority, to review content, processes, and automations in good time, to grant required approvals, to communicate changes to products, prices, delivery terms, and internal processes, to ensure the lawfulness of its data processing, to obtain required consents, to manage its third-party accounts properly, to keep login credentials confidential, and to inform retaiyn about relevant security or data protection incidents.

Delays due to missing or late cooperation extend agreed deadlines accordingly.

7. Third-Party Providers and External Tools

Third-party providers may be used to provide the services, in particular for WhatsApp, email marketing, customer support, CRM, shop systems, hosting, video conferencing, appointment booking, project communication, as well as AI and automation. These may include in particular Chatarmin, Klaviyo, ArminCX, Shopify, Gorgias, Google Workspace, Slack, Notion, Google Meet, Calendly, and Read.ai.

As a rule, the Client enters into agreements with the third-party providers used for its project independently. For these services, the respective terms of use, privacy information, data processing agreements, service levels, and pricing and billing terms apply in addition.

retaiyn supports the Client with setup and use to the agreed extent, but does not assume the obligations of the respective third-party provider. Third-party providers may change features, prices, interfaces, availability, and terms of use. retaiyn is not liable for outages or changes caused solely by a third-party provider, provided retaiyn takes reasonable information and support measures.

8. AI Systems and Automated Responses

AI systems can generate text, classify content, trigger workflows, and create reply suggestions. AI outputs may be incorrect, incomplete, or misleading. retaiyn does not guarantee that AI-generated content is error-free at all times or suitable for every individual case.

The Client remains responsible for its products and services, its legal obligations, the content of its customer communication, the approval of agents and workflows, the setup of suitable escalation processes, and the review of legally or commercially sensitive responses. retaiyn does not provide individual legal advice.

As a rule, retaiyn does not enter personal customer data into Claude, ChatGPT, or Aside.

9. Read.ai and Recordings

Read.ai may be used for certain online meetings for recording, transcription, and summarization. Its use is announced to the meeting participants. If the Client or an affected participant does not want a recording, Read.ai is not used for that meeting.

Upon request, existing recordings and transcripts are deleted in the systems controlled by retaiyn. The technical deletion periods of the respective provider remain unaffected.

10. Prices and Payment Terms

The prices agreed in the individual offer apply. In addition, the following may apply: setup and migration fees, monthly retainers, tool and license costs, AI credits, messaging and communication costs, additional services, and travel expenses, if agreed.

All prices are exclusive of statutory VAT unless stated otherwise. Invoices must be paid within the period specified in the offer. In the event of late payment, retaiyn is entitled, after a prior reminder, to temporarily restrict or suspend services.

11. Additional Services

Services not expressly ordered are considered additional services. These include in particular new AI agents, new integrations, extensive migrations, additional automations, back-office automations, new support channels, ongoing handling of additional ticket volumes, additional meetings or workshops, and extensive changes to existing workflows.

Additional services are billed, after prior order, on a time-and-materials basis or at a separately agreed fixed price.

12. Acceptance

For projects, setups, and migrations, the Client is informed upon completion. The Client must review the results within a reasonable period and report specific defects.

If no specific defects are reported within the agreed review period, or if the results are used in production, the service is deemed accepted, to the extent permitted by law.

13. Rights of Use and Intellectual Property

The Client receives the rights of use agreed in the offer for results created individually for it. As a rule, the rights of use pass to the Client only after full payment.

retaiyn retains all rights to its own methods, templates, frameworks, generic know-how, standard processes, reusable components, general automation logic, and non-client-specific concepts.

The Client may not sell, sublicense, or resell the services to third parties as its own agency services without retaiyn’s consent, unless expressly agreed.

14. Confidentiality

Both parties undertake to keep the other party’s confidential information secret. Confidential information may be used only to perform the contract and may be disclosed only to employees or service providers who need it to fulfill the contract. This obligation continues after the contract ends.

15. Data Protection

To the extent that retaiyn processes personal data on behalf of the Client, the parties additionally conclude a data processing agreement pursuant to Art. 28 GDPR. retaiyn’s privacy policy covers processing on the retaiyn website and does not replace a DPA.

The Client is responsible for the lawfulness of its own processing, its legal bases, consents, and privacy notices.

16. Read.ai, Customer Data, and Internal AI Tools

retaiyn may process personal customer data only in the systems approved for the respective project. As a rule, Claude, ChatGPT, and Aside are not used to process personal customer data.

Read.ai is used only if recording and transcription have been announced for the respective meeting and there is no contrary instruction.

17. Term and Termination

The term and notice periods are set out in the respective offer or service order. Unless a different notice period has been agreed in the individual offer or service order, the ordinary notice period is three months to the end of the current contract period.

A proof of concept ends when the agreed term expires, unless a follow-up agreement is made. A retainer renews automatically only if expressly agreed in the individual contract.

The right to terminate for good cause remains unaffected.

18. Suspension and Termination

retaiyn may temporarily suspend its own services or access if the Client fails to pay despite a reminder, there is a material breach of contract, there is a security risk, continued provision of services would be unlawful, a necessary third-party account has been suspended, or continued collaboration is unreasonable.

Where possible, the Client is informed in advance.

19. Liability

retaiyn is liable without limitation only for damages resulting from injury to life, body, or health, and for damages based on intent or gross negligence on the part of retaiyn. Any further liability, in particular for slight negligence, is excluded to the extent permitted by law.

This applies in particular to damages arising from:

• incorrect, incomplete, or misleading outputs of AI systems and AI agents,

• customer data that was captured, imported, or stored incorrectly before the start of the collaboration with retaiyn or independently of retaiyn,

• automated responses, classifications, or workflow triggers based on such data,

• outages, changes, or misconduct of third-party providers.

retaiyn gives no guarantee for the accuracy of AI-generated content and responses. The review, approval, and ongoing monitoring of AI agents and automated processes are the Client’s responsibility.

No limitation of liability applies to personal injury, intent, gross negligence, mandatory statutory liability (in particular under the Austrian Product Liability Act), and claims that cannot be waived by law.

20. Client Responsibility

The Client is responsible for the lawfulness of its business processes, the lawfulness of its marketing activities, compliance with WhatsApp, email, and platform rules, the required consents, the review and approval of AI agents, the accuracy of its product, pricing, shipping, and returns information, and the use of the third-party providers it engages.

retaiyn does not provide individual legal advice and gives no guarantee that the Client’s business processes are legally permissible.

21. Force Majeure

Events beyond a party’s reasonable control release the affected party from the affected obligations for the duration of the impairment. These include in particular outages of cloud or platform providers, telecommunications failures, official measures, natural events, cyberattacks despite reasonable protective measures, industrial action, and other unforeseeable events beyond the party’s control.

22. Changes to These Terms

Changes to these Terms and Conditions are communicated to the Client in text form. Changes to existing contracts become effective only if they are agreed in accordance with legal requirements or permissibly incorporated.

23. Governing Law and Place of Jurisdiction

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. For disputes with businesses, the court with subject-matter jurisdiction in Vienna is agreed, to the extent permitted.