General terms and conditions

1. Scope

1.1 These General Terms and Conditions ("Terms") apply to all contracts between Scharo Solutions ("we") and its customers ("Customer") for process analysis, consulting, automation, AI solutions and the product Sara AI.

1.2 Our services are offered exclusively to companies, organisations and public bodies, not to private consumers.

1.3 Deviating terms of the Customer apply only if we have agreed to them in writing.

2. Conclusion of contract

2.1 Information on our website and in brochures is non-binding. A contract is only concluded through a written offer accepted by the Customer, or through a written order confirmation from us.

2.2 The specific scope of services, prices and timelines are set out in the respective offer or contract. In case of contradictions, the individual contract takes precedence over these Terms.

3. Services

3.1 Process analysis and consulting: we analyse workflows and provide recommendations. Recommendations are not a guarantee of a particular economic result.

3.2 Automation and AI solutions: we set up, configure and, if agreed, operate software solutions for the Customer.

3.3 Sara AI is provided as an online service (software as a service). We may further develop functions, provided the agreed core functions remain available.

3.4 We may use carefully selected subcontractors and third-party services (for example cloud hosting, telephony, speech and AI providers) to provide the services.

4. Customer's obligations

4.1 The Customer provides the information, access and contacts needed for the services in good time, and ensures that this information is correct.

4.2 The Customer is responsible for informing its own customers and callers that they are communicating with an AI system, where this is required or appropriate.

4.3 The Customer may only provide data that it is legally allowed to process, and is responsible for obtaining any necessary consents.

4.4 The Customer regularly checks the results of the AI solutions (for example appointments, notes and customer data) and reports errors to us without delay.

5. Special provisions for artificial intelligence

5.1 AI systems work on the basis of probabilities. Despite careful setup, errors cannot be excluded, for example when understanding speech, names, numbers or dates.

5.2 We do not guarantee that results generated by AI are correct or complete. Decisions based on these results remain the Customer's responsibility.

5.3 Sara AI and all other AI solutions from Scharo Solutions do not replace professional advice or decisions by qualified people of any kind, in particular medical, legal, tax, financial or psychological advice. They are not intended for emergencies or other situations in which an error could endanger health, life or significant assets. The Customer ensures that a qualified human contact is available for such cases.

6. Availability and maintenance

6.1 We aim for high availability of our online services. The agreed availability is set out in the individual contract; otherwise no specific availability is owed.

6.2 Planned maintenance is carried out, where possible, outside the Customer's usual business hours and announced in advance.

6.3 We are not responsible for outages caused by third parties outside our control, such as internet, telephone or power networks.

7. Prices and payment

7.1 Prices are set out in the respective offer. Unless otherwise agreed, prices are stated in US dollars and exclude taxes and fees.

7.2 Invoices are payable within 14 days without deduction, unless otherwise agreed.

7.3 In case of late payment, we may suspend services after a written reminder until payment is received.

7.4 We may adjust prices for ongoing services with at least 60 days' written notice. In this case the Customer may terminate the contract at the time the change takes effect.

8. Term and termination

8.1 The term and notice periods are set out in the individual contract. If nothing is agreed, ongoing services can be terminated with 30 days' notice to the end of a month.

8.2 The right of both parties to terminate for good cause remains unaffected.

8.3 After termination, we hand over the Customer's data in a common format on request and delete it within a reasonable period, unless the law requires us to keep it.

9. Rights of use

9.1 All rights to our software, methods, documents and designs remain with Scharo Solutions. For the duration of the contract, the Customer receives a non-exclusive, non-transferable right to use the services for its own business purposes.

9.2 The Customer's data remains the property of the Customer.

9.3 The Customer may not copy, resell, or attempt to reconstruct our software or the AI voices and models used.

10. Data protection and confidentiality

10.1 We process personal data only in accordance with applicable law and, where required, on the basis of a separate data processing agreement.

10.2 The data of each customer is stored separately from the data of other customers.

10.3 Both parties keep confidential all business information of the other party that is not publicly known, also after the end of the contract.

11. Defects

11.1 The Customer reports defects in writing with a description that allows us to reproduce them.

11.2 We remedy reported defects within a reasonable period, at our choice by repair, workaround or replacement.

12. Liability

12.1 We are liable without limitation for intent and gross negligence, and where liability cannot be limited by law.

12.2 In all other cases, our total liability per contract year is limited to the fees paid by the Customer for the affected service in the twelve months before the damage occurred.

12.3 We are not liable for indirect damages, lost profits, lost data where the Customer did not back up its data, or damage resulting from incorrect AI results that the Customer did not check, to the extent permitted by law.

13. Force majeure

13.1 Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, war, unrest, government measures, or large-scale outages of networks or providers.

14. References

14.1 We only name the Customer as a reference, for example on our website, with the Customer's prior consent.

15. Final provisions

15.1 Changes and additions to the contract must be made in writing. Email is sufficient.

15.2 If a provision of these Terms is invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid one that comes closest to its economic purpose.

15.3 The place of jurisdiction is Sulaymaniyah, Kurdistan Region, Iraq. The applicable law is set out in the individual contract.