Key changes for existing clients

Critical changes, e.g., driven by pricing structure changes implemented by Meta in June ‘23.

• § 6 WhatsApp Terms:
  • Changes:
    • (2), (3) & (4): Links to the latest Meta and WhatsApp T&Cs have been updated to reflect the name change from ‘Facebook’ to ‘Meta’.
• § 8 Fees:
  • Changes:
    • (1): Changed that the amount of the fees to be paid by the Client to charles is defined in the Commercial Agreement instead of on charles’ homepage as rates might change over time and fees for custom packages are not defined on the website.
    • (5): Renamed ‘agent’ to ‘user account’ and changed relevant time period from ‘contractual period’ to ‘period regardless for how long this user account has been registered’.
    • (6): Replaced ‘instant messenger channel’ with ‘messaging application (e.g., WhatsApp) from or to a unique messaging user (e.g., a specific WhatsApp number of an End Customer)’ in the details for applicable fees for Monthly Active Users.
    • Previous (7); now (9): Updated the terms on possible price increases:
      • Deleted ‘Upon expiry of the initial term of the package booked by the Customer’ as price increases will not affect the initial term and if the contract is terminated, no price increases can apply.
      • Added ‘and covering continuous improvements in the Platform’ to reflect key reasons for required price increases.
      • Increased possible price increases from 5% p.a. to 8% p.a..
    • (8): Deleted previous clause 'The fees for other services of the Platform Operator are based on the respective separate agreement with the Client.' as it is defined in the Commercial Agreement.
  • Additions:
    • (7): Added the definitions of conversation types due to WhatsApp pricing structure change (implemented by Meta in June ‘23) if fees in Commercial Agreement refer to the number of Outbound-Conversations or Inbound-Conversations.
      • Outbound-Conversations: A conversation that initiates from a business including the Marketing-, Utility-, Authentication-Conversations defined by Meta (Link)
      • Inbound-Conversations: A conversation that initiates in response to a user message including Service-Conversations defined by Meta (Link)
    • (8): Added the definitions of conversation types based on Meta's / WhatsApp's conversation type definitions (Link) if fees in Commercial Agreement refer to Marketing-, Utility-, Authentication, or Service-Conversations.
  • Previous § 8 (7) becomes § 8 (9).

Other changes

Minor changes and changes that benefit you as a client.

• Preamble:
  • Changes:
    • Updated address and wording of the preamble.
• § 2 Services of the Platform Operator:
  • Changes:
    • (1) Updated wording and definition of the scope of services refers now to the commercial agreement instead of to the company website.
    • (2) Removed the whole paragraph ‘The bookable packages displayed on the Platform Operator's homepage do not constitute a legally binding offer within the meaning of Section 145 BGB, but only an invitation to submit offers ("invitatio ad offerendum") for the conclusion of a SaaS contract in accordance with the provisions of these Terms & Conditions. In this respect, the sending of the application for approval by the Customer constitutes an offer within the meaning of Section 145 BGB. In the application for admission, the Customer must state their company data, invoice data and a contact person as well as whether they wish to use the platform for the sale of products and/or services. Acceptance of the admission application is affected by means of an admission confirmation by e-mail by the Platform Operator. The admission results in a contract for a fee between the Platform Operator and the respective Customer according to these Terms & Conditions.’ as the agreed package and services are defined in the Commercial Agreement.
    • (3) Removed ‘The maximum number of agent accounts depends on the package booked.’ as it is defined in the Commercial Agreement.
    • (4) Removed ‘in particular in the context of their application for admission pursuant to para. 2,’.
  • Previous § 2 (3) becomes § 2 (2) and so forth.
• § 5 Obligations of the Client:
  • Changes:
    • Deleted the following sentence: 'The Client themself is responsible for ensuring that the system requirements stated on the Platform Operator's homepage for the use of the Platform are met by them.'
  • Additions:
    • (16): Added clause that testimonials should be provided by clients upon request.
    • (17): Added clause that public reviews should be written by clients upon request.
    • (19): Added clause on Client’s responsibility to create and maintain the required verified business accounts with Meta / WhatsApp.
  • Previous § 5 (16) becomes § 5 (18).
• § 7 Processing of contracts concluded on the platform:
  • Additions:
    • (1): Added the clause 'or any other external digital contraction or transaction platform' in to ‘payment service provider’ to extent the possible third-party solution which provide the framework for payments and contracts between clients and end customers.
• § 8 Fees:
  • Changes:
    • (2): Corrected payment terms based on effective billing process in place:
      • Fees incurred are due 14 days after the invoice is issued and not immediately.
      • Electronic statement will be provided by charles at the latest on the 15th instead of the 5th of each month.
      • Electronic statement of the base fee will be provided by charles for the current instead of the upcoming month.
• § 9 Rights of use:
  • Changes:
    • (5): Removed requirement to declare use of open source software on charles’ homepage. The use of open source software is only presented on a specially set up information page in the platform itself if required by the open source software provider.
• § 11 Third-party contents:
  • Changes:
    • (1): Deleted 'Clients are prohibited from using links or other connections such as frames to external Internet pages on the Platform, unless expressly permitted by the Platform Operator'.
    • Deleted the clause 'All rights of the Platform Operator pursuant to § 11 (3) also apply to tyntec. § 12 Data protection'.
• § 14 Duration of the contract and amendment of the Terms & Conditions:
  • Changes:
    • (1): Changed to 'Unless otherwise agreed, term of the contract begins the latest with the admission of the Client to the Platform according to § 3.' The beginning of the term of the contract can but does not have to be determined in the commercial agreement.
    • (4): Changed to (3).
    • (5): Changed to (4) and deleted ‘or, if technically provided, on the Platform. Notices of termination by e-mail are deemed to be sufficient to meet this requirement.’ as terminations are not possible via the platform. Added new (5): ‘If the Client wishes to release the WhatsApp Business Accounts associated to numbers owned by the client after the end of the contract, the Platform Operator will initiate this process to their best effort. However, the Platform Operator does not guarantee any time for the release of a WhatsApp Business Account associated to a number owned by the client.’
• Overall:
  • Changes:
    • 'Facebook' replaced with 'Meta' if entity is meant in T&Cs to reflect correct name of the group.
    • Replaced ‘tyntec’ with ‘Platform Operator’ as tyntec is not the platform operator anymore but rather charles is now operating the platform itself.
    • Renamed ‘Customer’ to ‘Client’ to avoid confusion with ‘End Customer’.