General Terms and Conditions
magnamate – AI Agent for E-Commerce
Last Updated on December 14, 2025
§ 1 Scope and Contracting Parties
1.1 Provider
These Terms and Conditions (hereinafter "T&C") apply to the use of the AI-supported chatbot platform "magnamate" (hereinafter "Service" or "Platform"), which is offered by
N.L. Tech Solutions UG (limited liability)
Rodensteinstr. 54a
64625 Bensheim
Germany
Commercial Register: AG Mannheim, HRB 753945
VAT ID No.: DE453654314
Managing Director: Nolan Lewis
(hereinafter "Provider", "we" or "us").
1.2 Customers – Exclusively Entrepreneurs
Customers in the sense of these Terms and Conditions are exclusively entrepreneurs. Registration is therefore only permitted for partnerships and fully legally competent natural persons as well as legal entities, whereby the registration of a legal entity or partnership may only be made by a legally authorized natural person with a name mention.
Entrepreneurs in the sense of these Terms and Conditions are, according to § 14 BGB, natural or legal persons or legally capable partnerships who act in the course of their commercial or independent professional activity at the time of the conclusion of the contract.
Consumers in the sense of § 13 BGB are excluded from using the Service. By registering, the customer confirms that they are an entrepreneur and enters into the contract in the course of their commercial or independent professional activity.
1.3 Minimum Age and Authorization to Represent
The use of the Service requires a minimum age of 16 years. In the case of legal entities and partnerships, the registering natural person must be authorized to represent the company. The Provider reserves the right to request proof of authorization to represent.
1.4 Applicability of the T&C
By registering, accessing, or using the Service, the customer agrees to the applicability of these T&C. Deviating, contradictory, or supplementary Terms and Conditions of the customer will not become part of the contract – even with knowledge of them – unless the Provider expressly agrees in writing to their applicability.
1.5 Changes to the T&C
The Provider reserves the right to change these T&C with effect for the future if economic or legal reasons require it. Changes will be communicated to the customer in text form (e.g., by e-mail) at least 30 days prior to their entry into force. The changes are deemed approved if the customer does not object before the proposed effective date. The Provider will specifically inform the customer in the change notification about this legal consequence. If the customer objects to the changes, both parties have a special termination right.
§ 2 Description of Services
2.1 Subject of the Service
magnamate is an AI-powered chatbot platform with agentic AI features specifically developed for the e-commerce sector. The service allows the customer to integrate an intelligent AI agent into their online shop that automates responses to customer inquiries, makes product recommendations, and supports customer service.
2.2 Scope of Functions
The scope of functions depends on the subscription chosen by the customer in accordance with the currently applicable price and service directory at https://magnamate.de and may include in particular the following services:
Automated training from webshop data
AI-supported response to customer inquiries
Smart product recommendations
Live chat takeover by the customer (Human Handover)
AI-supported chat analyses and action recommendations
Custom design and branding
Personalized fine-tuning through FAQs and document uploads
Automated escalation and to-do generation
Proactive chat
API integrations (depending on the tariff)
2.3 Non-binding Offers
The offers of the provider are non-binding. Errors, especially in price information on the website, entitle the provider to contest.
2.4 Exclusion of Third-Party Fees
The shop systems, e-commerce platforms, and AI providers associated with magnamate, especially any fees and obligations arising therefrom, are not included in the scope of the contract. The customer is solely responsible for complying with the terms of use of these third-party providers.
2.5 Limitation of the Scope of Services
The scope of services may be restricted contrary to the description if the technology of third-party systems (e.g., shop systems, AI providers) is not appropriately designed or is modified. The provider strives to remedy such restrictions promptly but does not guarantee the permanent availability of individual functions.
2.6 No Warranty for AI Outputs
The customer expressly acknowledges and accepts that:
a) The AI-supported responses are based on probabilistic processes and therefore may be inaccurate, incomplete, misleading or in
individual cases factually incorrect or inappropriate.
b) The provider does not guarantee the accuracy, completeness, timeliness, or suitability of the AI outputs for specific purposes
.
c) The customer is solely responsible for verifying and approving the content generated by the chatbot, especially in
legally relevant statements (e.g., regarding prices, availability, warranties, delivery times, product features).
d) The provider does not guarantee specific business results (e.g., sales increases, conversion rate improvements,
customer satisfaction) .
e) AI outputs may be similar or identical for different customers, as the underlying models generate similar outputs
based on similar inputs.
2.7 Third-Party Services
The service uses third-party services to provide AI functionalities, particularly OpenAI and Google (Gemini). The customer agrees that their data will be transmitted to these third parties as part of the service provision. The third parties are subject to their own terms of use and privacy policies. The provider ensures that no customer data is used for training the AI models by these third parties.
§ 3 Conclusion of the Contract and Registration
3.1 Registration
The use of the service requires registration on the platform. By registering and confirming the terms and conditions, the customer submits a binding offer for the conclusion of a user agreement. The contract is concluded with the activation of the customer account by the provider or with the customer's first use of the service. The provider reserves the right to reject the acceptance of the contract without stating reasons.
3.2 Information at Registration
The customer is obligated to provide truthful and complete information during registration, particularly regarding the company, address, and VAT identification number, and to keep this information up to date throughout the contract period. The customer must inform the provider immediately of any changes to their data.
3.3 Account Security
The customer is obligated to keep their access data (username, password) confidential and to protect it from third-party access. The customer is responsible for all activities that occur through their account. In case of suspicion of unauthorized use of the account, the customer must inform the provider immediately. The provider is not liable for damages resulting from the improper use of access data.
3.4 Free Trial Period
New customers can use the service as part of a free trial period with up to 500 messages without having to provide payment information. After the free quota is consumed, continued use is only possible by concluding a paid subscription. The free trial period applies only to new customers; if a customer registers again, the paid use begins immediately.
§ 4 Prices and Payment Terms
4.1 Pricing Models
The provider offers various subscription models, the current scope of services and prices of which can be found in the price and performance directory at https://magnamate.de. The prices are quoted in euros plus the statutory value-added tax.
4.2 Subscription Terms
Subscriptions can be taken out on a monthly or yearly basis. With annual payment, the provider grants a discount in accordance with the current pricing information (currently two months free).
4.3 Due Dates and Payment Processing
The subscription fees are due in advance. Payment processing is carried out via the payment service provider Stripe. By providing their payment information, the customer authorizes the provider to collect the due amounts from the specified payment method. Invoices will be sent exclusively in electronic form to the email address provided by the customer.
4.4 Additional Messages
If the customer exceeds the message quota included in their subscription, they can purchase additional messages at the applicable price (currently €20 net for 250 additional messages). The additional messages will be automatically credited to the account and are available for immediate use.
4.5 Tariff Changes
The customer can switch to a lower tariff (fewer inclusive messages) at any time at the end of the current billing period. A requested tariff change to a higher tariff (more inclusive messages) can take place at any time within the current month and will be calculated on a pro-rata basis. The tariff change can be requested via the account settings in the platform or by email to support@magnamate.de. The customer is responsible for proving receipt of the tariff change request.
4.6 Price Adjustments
The provider reserves the right to adjust prices. In the event of a price increase, the provider will electronically inform the customer at least 30 days prior to the effective date of the price increase. The customer has the right to cancel the subscription within 14 days of becoming aware of the price increase, effective at the end of the current billing period. If the customer does not exercise this right of cancellation, the price change is considered agreed upon.
4.7 No Refunds
Subscription fees already paid are generally not refunded. A money-back guarantee is not granted. Non-utilization of services does not exempt the customer from the obligation to pay current fees.
4.8 Invoice Acknowledgment
The invoice is considered acknowledged if no objections are made in writing to the provider within a period of 14 days after receipt. Valid objections will be credited to the customer or offset against the following fees.
4.9 Offsetting
The customer may only offset claims by the provider against undisputed or legally established claims.
4.10 Default of Payment
If payment is overdue by more than 14 days, the provider is entitled to temporarily suspend access to the service. The provider will notify of the suspension with a notice period of 7 days. A suspension or non-utilization of services does not exempt the customer from the obligation to pay current fees. The customer remains obligated to pay the outstanding amounts as well as default interest at a rate of 9 percentage points above the base rate. After a reasonable grace period has expired without success, the provider is entitled to terminate the contract without notice for a significant reason.
§ 5 Contract duration and termination
5.1 Automatic Renewal
SUBSCRIPTIONS RENEW AUTOMATICALLY. Unless the customer cancels their subscription before the end of the current billing period, the subscription will automatically renew for the same period (monthly or annually) under the then-valid conditions.
5.2 Regular Termination
The customer can cancel their subscription at any time with effect at the end of the current billing period. The cancellation can be made via the cancellation button in the account settings of the platform or by email to support@magnamate.de.
5.3 Proof of Termination
The proof of receipt of the cancellation is the responsibility of the canceling party. When canceling by email, the provider recommends requesting a read or delivery confirmation.
5.4 Extraordinary Termination
The right to extraordinary termination for good cause remains unaffected. A good cause for the provider exists in particular when:
f) the customer violates essential provisions of these GTC;
g) the customer is in default of payment of due amounts despite reminders;
h) the customer uses the service for unlawful purposes;
i) the customer's use of the service jeopardizes the security or integrity of the platform;
j) an insolvency petition is filed regarding the customer's assets.
5.5 Consequences of Termination
With the effectiveness of the termination, the customer's right to use the service ends. Chat data will be deleted according to the retention periods configured by the customer (between 1 and 90 days) or, in the absence of configuration, within 90 days after the end of the contract. A data export function is currently not offered.
§ 6 Obligations of the Customer
6.1 Lawful Use
The customer agrees to use the service only for lawful purposes and in accordance with these Terms and Conditions as well as applicable law. The customer agrees not to transmit any criminally relevant content or violate the rights of third parties via magnamate.
6.2 Unlawful Use
The customer is particularly prohibited from:
k) using the service for the distribution of illegal, defamatory, offensive, racist, pornographic, or otherwise
objectionable content;
l) manipulating, overloading, or impairing the functionality of the platform or its infrastructure;
m) decompiling, reverse-engineering, or otherwise analyzing the source code of the service;
n) sublicensing, reselling, or making the service accessible to third parties without permission;
o) using automated systems (bots, scrapers) without the express permission of the provider;
p) using the service for the development of competing products or services;
q) booking the service for third-party shops unless expressly approved by the provider.
6.3 Responsibility for Content
The customer is solely responsible for all content that he provides or processes via the service, including FAQs, uploaded documents, and individual instructions for the chatbot. The customer ensures that this content does not violate the rights of third parties (in particular copyright, trademark, or personality rights).
6.4 Duties to End Customers
The customer is required to inform the visitors of his online shop about the use of the AI chatbot and the associated data processing in accordance with applicable data protection laws (e.g. by adjusting his privacy policy). For data protection reasons, the customer must inform his end customers that data will be transmitted to magnamate for processing and communication related to the purchase.
6.5 Duty to Review AI Outputs
The customer is obliged to regularly review the outputs generated by the chatbot, particularly regarding:
Accuracy of product information, pricing, and availability;
Compliance with legal requirements (e.g. competition law, consumer protection, product liability);
Appropriateness of communication with end customers.
The provider is not liable for damages resulting from non-compliance with this duty to review.
6.6 Backup Duty
Before any intervention in his system related to the installation or configuration of magnamate, the customer must create a comprehensive backup of his data, especially the shop data and databases.
6.7 Notification of Defects and Cooperation
The customer must immediately report any defects and reasonably assist the provider in analyzing and rectifying the defects.
§ 7 Intellectual Property and Usage Rights
7.1 Ownership of the Provider
The platform, including all software, algorithms, designs, documentation, trademarks, and logos (collectively "Provider IP"), is the property of the provider or its licensors and is protected by copyright, trademark, and other rights. The customer does not acquire any ownership rights in the Provider IP through these terms and conditions. The provider makes no guarantees in the legal sense.
7.2 Customer's Right of Use
The provider grants the customer a non-exclusive, non-transferable, revocable right to use the service within the scope of its business operations for the duration of the contract.
7.3 Customer Data
The customer retains all rights to the data and content provided by them ("Customer Data"). The customer grants the provider a simple, worldwide right of use of the Customer Data, insofar as this is necessary for the provision of the service. The provider does not use Customer Data to train AI models.
7.4 Aggregated Data
The provider is entitled to use anonymized and aggregated usage data that does not allow conclusions to be drawn about the customer or individual persons for its own purposes, especially to improve the service and for statistical evaluations.
7.5 Feedback
If the customer provides the provider with suggestions, ideas for improvements, or other feedback regarding the service, the customer grants the provider a free, unlimited, worldwide right of use for this feedback.
8.1 Privacy Policy
The collection and processing of personal data is carried out in accordance with the provider's privacy policy, available at https://magnamate.de/privacy-policy, as well as the applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
8.2 Order Processing
To the extent that the provider processes personal data of the end customers of the customer in the context of service provision, it acts as a processor within the meaning of Art. 28 GDPR. The details of the order processing will be governed by a separate data processing agreement (DPA), which is part of these terms and conditions.
8.3 Data Location
The storage and processing of customer data takes place on servers in Germany (Hetzner Online GmbH). Data transmission to third parties (OpenAI, Google) occurs exclusively within the framework of service provision and in compliance with data protection requirements, in particular based on Standard Contractual Clauses (SCCs) and/or the EU-US Data Privacy Framework.
8.4 Retention Period
Chat data will be stored according to the retention period configured by the customer in the settings (between 1 and 90 days) and will be automatically deleted afterwards.
8.5 Sensitive Data Categories
The service is not designed for the processing of special categories of personal data within the meaning of Art. 9 GDPR (e.g., health data, political opinions, religious beliefs). Should end customers enter such data in the chat, the processing will occur within the framework of the technically necessary transmission; there will be no targeted evaluation or storage of this data.
9.1 Availability
The provider strives to maintain a high level of availability of the service. However, a specific level of availability (SLA) is not guaranteed unless otherwise expressly agreed in writing as part of an Enterprise subscription.
9.2 Maintenance and Disruptions
The service may be temporarily unavailable due to maintenance work, technical disruptions, failures of third-party services, or force majeure. The provider will inform customers about planned maintenance work in advance whenever possible. If the provider temporarily or permanently ceases its service in whole or in part for important reasons, this does not incur liability.
9.3 Changes by Third-Party Systems
If connected third-party systems (shop systems, AI providers) change their technology, the provider is not obligated to make corresponding adjustments or maintain the connection. However, it is in the provider's interest to consider changes and update connections in a timely manner. The provider cannot be held liable for the loss of system connections.
9.4 Support
The provider offers support through a ticket system, which is accessible 24/7 via the support button in the application. The support response times depend on the chosen subscription (Basic: 72h, Plus: 48h, Pro: 24h, Enterprise: individually). A live chat is offered without guaranteed availability. Onboarding and setup support can be booked separately for an additional fee.
10.1 Unlimited Liability
The provider is fully liable for damages resulting from injury to life, body, or health, as well as for damages arising from intentional misconduct or gross negligence of the provider, its legal representatives, or agents. The same applies to liability under the Product Liability Act and for fraudulently concealed defects.
10.2 Liability for Breach of Essential Contractual Obligations
In the event of a breach of essential contractual obligations (cardinal duties) due to slight negligence, the provider's liability is limited to the typical contractual, foreseeable damage at the time of the conclusion of the contract. Essential contractual obligations are those whose fulfillment enables the proper execution of the contract and on whose compliance the customer may regularly rely.
10.3 Liability Limit
The provider's liability – with the exception of the cases mentioned in clause 10.1 – is limited in amount to the fees paid by the customer in the twelve months preceding the event causing the damage, but at least 100 EUR.
10.4 Exclusion of Consequential Damages
Liability for indirect damages, consequential damages, lost profits, data loss, business interruption damages, and reputational damages is excluded unless intentional misconduct or gross negligence exists.
10.5 Liability for AI Outputs and Third Parties
The provider is particularly not liable for:
r) Data transmitted via the service, especially not for criminally relevant content and violations of third-party rights;
s) Damages arising from incorrect, incomplete, misleading, or inappropriate outputs of the AI chatbot;
t) Decisions or actions taken by the customer or its end customers based on AI outputs;
u) Damages resulting from the customer's failure to fulfill its review obligations as per clause 6.5;
v) Damages resulting from the omission of the duties mentioned in clause 6 by the customer, especially not for failing to back up
its data;
w) Incorrect data transmissions that are attributable to errors by third parties;
x) Damages resulting from the abusive use of the customer's access data;
y) Damages that occur due to circumstances beyond the provider's control;
z) Content and websites of third parties that are mentioned or linked to on the provider's websites.
10.6 Contributory Negligence
If the customer has contributed to the occurrence of damage through culpable behavior, it shall be determined according to the principles of § 254 BGB to what extent the provider and the customer have to bear the damage.
10.7 Legal Regulations
Furthermore, the statutory provisions apply.
The customer indemnifies the provider from all third-party claims that are made against the provider based on:
aa) a culpable violation of these terms and conditions by the customer;
bb) unlawful use of the service by the customer;
cc) infringement of copyright, trademark, or other protective rights by content provided by the customer;
dd) violation of data protection regulations, to the extent the customer is responsible for this;
ee) erroneous, misleading, or unlawful outputs of the chatbot that are based on content or
instructions provided by the customer or that the customer has not corrected despite audit obligation;
ff) incorrect price or product information provided by the chatbot based on the customer's data.
The customer bears the reasonable costs incurred by the provider due to legal defense, including court and attorney fees.
The provider is not liable for non-fulfillment or delay of its service obligations, insofar as these are due to circumstances that are beyond its reasonable control (force majeure), including but not limited to natural disasters, pandemics, war, terrorism, strikes, government measures, failures of third-party services or telecommunications infrastructure, as well as cyber attacks.
13.1 Applicable Law
Only the law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).
13.2 Jurisdiction
If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive jurisdiction for all disputes arising from or in connection with this contract is Bensheim, Germany. The same applies if the customer does not have a general jurisdiction in Germany or if their residence or habitual abode is not known at the time the lawsuit is filed. The provider is entitled to also file a lawsuit at the customer's general jurisdiction.
13.3 Severability Clause
If one or more provisions of these terms and conditions are ineffective or become ineffective, this does not affect the validity of the remaining provisions. The ineffective provision shall be replaced by the relevant statutory provision. The parties commit to replacing the ineffective provision with a valid provision that comes closest to the economic purpose of the ineffective provision.
13.4 Written Form and Electronic Communication
Changes and additions to these terms require the text form (an email is sufficient) to be effective. This also applies to the repeal of this written form requirement. Individual agreements must be recorded in a commercial confirmation letter.
13.5 Transfer
The customer may only transfer rights and obligations from this contract to third parties with the prior written consent of the provider. The provider is entitled to transfer its rights and obligations from this contract to affiliated companies or in the context of a business transfer without the customer's consent.
13.6 Completeness
These terms and conditions, together with the data processing agreement (DPA) and the privacy policy, constitute the entire agreement between the parties regarding the subject matter of the contract and replace all previous oral or written agreements.