> For the complete documentation index, see [llms.txt](https://docs.ilert.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.ilert.com/trust-center/legal/terms-and-conditions.md).

# Terms and Conditions

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**Version 2.0 · published 9 November 2026**\
Applies to agreements concluded from 9 November 2026. For existing agreements, it applies from the date given in our notice of the change, unless the customer objects; until then, the previously agreed version applies. [Versions and changes](/trust-center/legal/versions/terms-and-conditions.md)
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## 1. Scope

### 1.1

ilert GmbH, Cologne (**ilert**) operates a software-as-a-service platform for alerting, on-call management, and incident management.

### 1.2

These Terms of Service (**Terms**) apply to all contracts between ilert and its customers for ilert’s services. ilert contracts exclusively with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law, and not with consumers (Section 13 BGB). ilert may require proof of entrepreneur status.

### 1.3

Deviating, conflicting or supplementary terms and conditions of the Customer become part of the Contract only to the extent that ilert has expressly agreed to their application in writing. This also applies if ilert accepts a purchase order of the Customer or performs without reservation.

## 2. Definitions

In these Terms:

### 2.1

**Customer** means ilert’s contractual partner named in the Individual Contract.

### 2.2

**SaaS Services** means the services ilert provides via the Platform.

### 2.3

**Individual Contract** means the contract concluded between the Customer and ilert for the provision of SaaS Services and/or Additional Services: an order form signed by both parties or, for an Online Booking (Clause 3.2), the plan booked by the Customer together with its description on the Website.

### 2.4

**Platform** means the software-as-a-service platform operated by ilert and accessible via the Website.

### 2.5

**Customer Data** means all data and content that the Customer, its Users or systems connected by the Customer bring into the SaaS Services, or that are generated for the Customer by their use, including profile information, configurations, information about Incidents, recordings and the outputs of AI Features.

### 2.6

**Users** means the employees of the Customer and of its affiliated enterprises within the meaning of Section 15 of the German Stock Corporation Act (AktG), and contractors working for the Customer, whom the Customer authorises to access the SaaS Services within the scope of the rights of use acquired by the Customer. The Customer is responsible for its Users’ acts.

### 2.7

**Incident** means an event that leads the SaaS Services to alert the Customer’s Users using certain Contact Information (in the Platform: an alert).

### 2.8

**Contact Information** means the names, email addresses, telephone numbers, and other personal information of the persons whom the SaaS Services are to alert in the event of an Incident.

### 2.9

**Delivery Service** means a third-party service provider used to send notifications to a recipient, for example a telephone, SMS, push or email provider.

### 2.10

**First Responder Alert** means the notification sent to the User assigned to review a new Incident.

### 2.11

**Confidential Information** means all information disclosed in any form to one party by the other party, insofar as such information (a) involves the trade secrets protected under Section 2 No. 1 of the German Trade Secrets Act (GeschGehG), and/or (b) relates to the business interests and affairs of the respective party or those of affiliated enterprises within the meaning of Section 15 of the German Stock Corporation Act (AktG) and is expressly marked or designated as **confidential** or should be considered confidential due to the nature of the information or the circumstances of its disclosure. Confidential Information also includes the content of the Individual Contract. Customer Data is Confidential Information of the Customer.

### 2.12

**Website** means ilert’s website at [www.ilert.com](http://www.ilert.com).

### 2.13

**Additional Services** means the additional services, if any, to be provided by ilert under the Individual Contract.

### 2.14

**GDPR** means the General Data Protection Regulation (Regulation (EU) 2016/679).

### 2.15

**Force Majeure** means events or circumstances that could not have been foreseen at the time of Contract conclusion despite reasonable care, are beyond ilert’s sphere of influence, and could not have been avoided or overcome by reasonable measures on the part of ilert. This includes in particular: a) war and other military conflicts, terrorist attacks, civil war, riots, insurrections; b) currency and trade restrictions, embargoes; c) explosions and fires not caused by ilert; d) floods, earthquakes, typhoons and other natural disasters or extreme natural events; e) epidemics/pandemics and diseases; f) labour unrest not caused by ilert, such as industrial action; g) actions, failures to act or measures of a government or official orders; h) faults or failure of operating facilities (or parts thereof) not caused by ilert, which are necessary for the fulfilment of the Contract.

### 2.16

**Contract** means the Individual Contract including these Terms and the documents incorporated into it.

### 2.17

**Contractual Services** means the SaaS Services and the Additional Services.

### 2.18

**Documentation** means ilert’s product and developer documentation at docs.ilert.com, as updated from time to time.

## 3. Object of the Contract, Contract conclusion, amendments to the Terms

### 3.1

The Contract covers the SaaS Services and any Additional Services, as agreed in the Individual Contract.

### 3.2

The Contract is concluded when both parties sign the Individual Contract or, if the Customer books a plan online, at sign-up or later in the Platform (**Online Booking**), when the Customer completes the booking, accepting these Terms, and ilert activates the account for the booked plan. Clause 4.11 also applies to the free plan and free trials.

### 3.3

ilert may amend or supplement these Terms with effect for the future, but only insofar as the changes are reasonable for the Customer, in particular to adapt these Terms to changes in law, case law or regulatory requirements, to technical developments or to new functions of the SaaS Services, or to clarify unclear provisions. The main performance obligations, the remuneration, the term and the provisions on liability are not changed to the Customer’s detriment under this clause. ilert notifies the Customer of the content of the changed provisions in text form (by email to the email address of the account owner or of the contractual contact stored in the account; ilert may also point to them in the Platform) with reasonable notice, at least four weeks before the changes take effect. The changes are deemed accepted if the Customer does not object to them in text form within four weeks of receiving the notice. If the Customer objects, the Contract continues unchanged; ilert may then terminate the Contract with two months’ notice, taking effect no earlier than the end of its current term. In the notice, ilert points out separately the Customer’s right to object, the consequences of not responding and ilert’s right to terminate after an objection.

## 4. Scope of service, authority to change

### 4.1

ilert makes the contractual SaaS Services available to the Customer for use during the term of the Contract by means of remote access via the internet.

### 4.2

The Individual Contract specifies the scope and functions of the Contractual Services.

### 4.3

The Customer’s internet connection and hardware are not part of the Contract.

### 4.4

ilert shall take suitable precautions against data loss and to prevent unauthorised access by third parties to Customer Data, as far as this is possible with reasonable financial and technical effort. In particular, ilert shall make regular backups and protect the Platform against unauthorised access and malware in line with the state of the art, among other things with firewalls and systems to detect and prevent attacks. The technical and organisational measures in Annex III of the Data Processing Agreement describe the details.

### 4.5

ilert continuously develops and enhances the SaaS Services and the Platform. Updates to the core product shall always be provided to the Customer free of charge. However, in the event of extensive extensions of the functional scope (e.g. the addition of modules) of the Platform or the SaaS Services, ilert shall be entitled to classify these as a new product or upgrade and make them available to the Customer for an additional fee. Insofar as ilert provides such upgrades and extensions free of charge, the Customer shall have no legal claim to their provision. ilert shall inform the Customer about any discontinuation of the free services.

### 4.6

ilert reserves the right to make changes in order to adapt the Platform and SaaS Services to the state of the art, changes for optimisation purposes (in particular to enhance user-friendliness), as well as changes to content, insofar as the latter are necessary to correct errors, for updating and completing content, for technically optimising programs or for licensing reasons. If such a change leads to a not only insignificant devaluation of the Contractual Services, the Customer shall be entitled to either demand a reduction of the remuneration in line with the devaluation or terminate the Contract without notice. This right of termination may be exercised within a period of eight weeks from the occurrence of the change.

### 4.7

**AI Features.** Some functions of the SaaS Services use artificial intelligence (**AI Features**). The Customer can switch the AI Features off for its account. AI-generated content and decisions of AI agents can be inaccurate or incomplete; the Customer reviews them appropriately before publishing them or basing decisions with material effects on them. The Customer sets the greeting of AI Features that take phone calls. The greeting must tell callers that they are talking to an AI system and, if recording is switched on, that the call is recorded. The Customer can switch recording off. The Customer informs callers as the laws applicable to the calls require and obtains any consent those laws require.

### 4.8

**Delivery of notifications.** ilert’s service is to hand notifications over to Delivery Services, which ilert selects and monitors with care; ilert may switch between several Delivery Services. The onward transmission by Delivery Services and telecommunications networks to the recipient is not part of ilert’s services, and ilert is not responsible for it; ilert’s liability for its own breaches of duty, such as in selecting Delivery Services, remains unaffected. Whether and when a notification reaches the recipient also depends on the recipient’s device, its settings and network coverage. ilert limits notifications as described in the Documentation.

### 4.9

**No emergency or life-safety use.** The SaaS Services are not an emergency-call service and do not provide access to emergency numbers (such as 112 or 911). They are not intended for uses in which the failure or delay of a notification can directly lead to death, personal injury or substantial damage to property or the environment (**Life-Safety Use**), such as alerting emergency, rescue or fire services, monitoring patients’ vital functions or controlling safety-critical installations. The Customer does not use the SaaS Services for Life-Safety Use and maintains its own reporting and emergency procedures for dangers to life and limb.

### 4.10

**Beta features.** ilert provides features labelled “beta”, “preview” or similar for evaluation. They may change or be discontinued at any time; Clause 6 does not apply to them, and ilert recommends not relying on them as the only means for critical processes. Clause 14 and the Data Processing Agreement remain unaffected.

### 4.11

**Free use.** These Terms apply to the free plan and free trials with the following differences: Clause 6 and the support under Clause 7 do not apply; for free trials, Clause 18.3 does not apply either. Notwithstanding Clause 14.1, ilert is liable only for intent and gross negligence; Clause 14.2 remains unaffected. ilert may end the free plan for a Customer, or discontinue it altogether, at any time with immediate effect; a free trial ends when it expires unless the Customer books a paid plan. Each company may have only one free plan.

## 5. User account, access data

### 5.1

To use the SaaS Services, the Customer must create a user account, providing complete and truthful information. The access data is individualised and may only be used by the Customer concerned or the Users. The Customer must instruct the Users to choose secure passwords and to keep their access data secret and protected against unauthorised access by third parties. ilert recommends using single sign-on or two-factor authentication.

### 5.2

The Customer may not share access data or otherwise allow or enable third parties to use user accounts or the SaaS Services. This does not cover use by Users, the intended use of status pages and notifications by their recipients, or use by third parties whom the Customer authorises under Clause 18.3 or a separate agreement (e.g. the DORA Addendum).

### 5.3

The Customer must inform ilert without undue delay if it is aware of or suspects misuse of access data or passwords. In the event of misuse or of misuse suspected on the basis of concrete indications, ilert may block access to the Platform until the circumstances have been clarified and the misuse has ceased. ilert may also change the Customer’s access data for security reasons; in such cases, ilert informs the Customer without undue delay.

## 6. Availability of the SaaS Services (Service-Level Agreement – SLA)

### 6.1

During the Contract period, ilert uses commercially reasonable efforts to meet the following service level commitments for the stated functions of the SaaS Services:

### 6.1.1

Notification Delivery: Once ilert has received an event that triggers an Incident, ilert sends the First Responder Alert within the Notification Delivery Period for 99.9% of the First Responder Alerts sent by ilert for the Customer during any calendar month. The “Notification Delivery Period” is five minutes, measured from the time ilert receives the event to the time ilert’s internal logs show that the SaaS Services handed the notification over to the Delivery Service(s) in accordance with the Customer’s configuration and Contact Information, less any delay set in the Customer’s configuration. The Notification Delivery SLA applies only to the parts of the SaaS Services that are required to deliver First Responder Alerts.

### 6.1.2

Web Application: The basic acknowledgement and resolution functions of ilert’s web application are available 99.9% of the time during any calendar month.

### 6.2

The following are not taken into account when calculating the service levels:

a) Periods of unavailability that are due to internet faults or other circumstances beyond ilert’s control, in particular Force Majeure.

b) Periods of unavailability due to the Customer’s own technical prerequisites for accessing the SaaS Services, for example faults of its hardware, its telecommunications or internet providers or its email servers.

c) Notifications that ilert aggregates, holds back or drops under the notification limits in the Documentation, and delays caused by the Customer’s configuration or by incorrect Contact Information.

d) Periods in which ilert has rightfully restricted or blocked use under Clause 12.

### 6.3

ilert measures the service levels in its own systems and publishes disruptions of the SaaS Services on its status page. On request, ilert informs the Customer of the service levels achieved in a calendar month.

## 7. Support

### 7.1

ilert provides the Customer with free customer support in order to remedy faults in the SaaS Services. Depending on the Customer’s support plan specified in the Individual Contract, customer support shall be provided by the Customer Success Manager assigned to the Customer (by phone or email) and by ilert’s general email support (<support@ilert.com>). The Customer’s dedicated Customer Success Manager is informed about each support case and assists in finding a solution. Depending on the Customer’s requirements, customer support is available in German or English. Support is available Monday to Friday from 9am until 6pm (CET/CEST), except on public holidays in Cologne and on 24 and 31 December. Requests received outside these support hours count as received on the next working day. During business hours, the initial response to all support requests shall occur within no more than 24 hours. Statutory and agreed duties to notify security incidents apply regardless of support hours. All support requests are processed as quickly as possible.

### 7.2

The free support does not include: general transfer of know-how, customising, integration, consulting and training or adaptation of the Platform and/or SaaS Services.

## 8. Duties of cooperation on the part of the Customer

### 8.1

The Customer must actively and appropriately cooperate in the execution of the Contract. In particular, the Customer is responsible for ensuring, at no charge, the prerequisites within its sphere of operation that are necessary for the proper provision of ilert’s services and that are set out in the Individual Contract, in these Terms (in particular in the following Clauses 8.2 and 8.3) or in the Documentation, or that ilert has communicated to the Customer in advance.

### 8.2

The Customer is required\
a) to create and maintain the technical prerequisites for access to the SaaS Services in its own area, particularly with regard to the hardware and operating system software used, connection to the internet and ensuring that its browser software is up to date;

b) to take the necessary precautions to secure its systems during the entire Contract period, in particular to use the standard browser security settings and to employ up-to-date protection mechanisms to guard against malware;

c) to ensure that the data stored in its user account is always up to date;

d) to keep Contact Information, on-call schedules, escalation policies and notification settings up to date, to test them regularly and after material changes, to configure more than one notification channel for critical alerts, where Users receive notifications through the mobile apps to ensure that the apps have the permissions they need, and to ensure that the persons whose Contact Information it stores are informed of the notifications and, where required by law, have consented.

### 8.3

The Customer must inform ilert in text form about any service disruptions (service defects, lack of availability) without undue delay after becoming aware of them, at the latest on the following working day. Within a reasonable period, the Customer must provide ilert with clear and detailed information about the service disruptions, stating all information that could be useful for identifying and analysing them. In particular, the Customer must specify the work steps which led to the occurrence of the defect as well as the appearance and effects of the defect. In the event of service disruptions, the Customer must support ilert to an appropriate extent in identifying and eliminating errors.

## 9. Further obligations on the part of the Customer, prohibited activities, indemnification

### 9.1

The Customer must use the SaaS Services only as agreed and in compliance with the law, and must refrain from anything that could endanger or disrupt their functioning.

### 9.2

In particular, the Customer undertakes\
a) not to use the SaaS Services to create, store or send any content that is pornographic, glorifies violence, is discriminatory, prohibited by law, harmful to young people, in violation of moral standards or harmful to public order and safety;

b) not to violate any copyrights, trademarks or other property rights or other legally protected interests of ilert or third parties when using the SaaS Services;

c) not to use the SaaS Services to send unsolicited messages that could be considered spam;

d) to access the SaaS Services exclusively via the interfaces or API provided by ilert;

e) to ensure that its information and data transmitted via the SaaS Services are free of malware;

f) not to use any devices, products or other means that serve to circumvent or overcome technical measures used by ilert for the prevention of unauthorised use;

g) not to use crawlers, bots or other automated means to access the SaaS Services or to retrieve or evaluate content. This does not apply to the use of the API, integrations, apps and agents provided by ilert in accordance with the Documentation and within the usage limits published there.

### 9.3

The Customer shall indemnify ilert against all claims asserted by third parties against ilert due to violation of their rights or due to rights infringements caused by content created or transmitted by the Customer using the SaaS Services. The Customer shall also bear the necessary costs of ilert’s legal defence in this regard, including court and lawyer fees. This indemnification shall not apply if the Customer is not responsible for the rights infringement. This shall not affect the assertion of further rights and claims by ilert, in particular the right of extraordinary termination for good cause and claims for damages.

### 9.4

The SMS and voice notifications included in the plan serve to alert Users and the recipients named by the Customer about Incidents. High notification volumes during Incidents are within the Contract. Use for bulk or marketing messages, artificially generated traffic and notifications to premium-rate or special-rate numbers are not permitted. Where there are concrete indications of such misuse, ilert may block the affected destinations, number ranges or types of traffic at once under Clause 12.

### 9.5

The Customer warrants that neither it nor its Users are subject to sanctions of the European Union, the Federal Republic of Germany or the United Nations, and does not use the SaaS Services in breach of such sanctions or of applicable export control regulations. If the Customer breaches this, ilert may block use under Clause 12 and terminate the Contract for good cause.

## 10. Intellectual property, rights of use, naming of references

### 10.1

The Platform and the SaaS Services, including their content, design and underlying software code, may be protected in whole or in part by copyright or other intellectual property rights. All rights are exclusively reserved by ilert or ilert’s licensors. This does not include Customer Data.

### 10.2

In particular, the Customer is prohibited from\
a) reproducing, modifying, adapting, translating, decompiling, disassembling or deriving the Platform or the SaaS Services, performing reverse engineering, or otherwise attempting to derive the source code underlying the SaaS Services or the Platform.

b) using, evaluating or displaying the Platform or the SaaS Services in order to construct, modify or otherwise create a network environment, a program, an infrastructure or parts thereof with features comparable to those of the SaaS Services or the Platform. This does not affect the mandatory legal regulations on permissible use pursuant to Section 69d(2) and (3) and Section 69e of the German Copyright Act (UrhG).

### 10.3

In accordance with the Individual Contract and the following provisions, ilert grants the Customer the non-exclusive, non-transferable right, limited to the duration of the Individual Contract, to access the SaaS Services through ilert’s web application, mobile apps, API and integrations, to install the mobile apps on its Users’ devices for this purpose, and to use the SaaS Services for its own business purposes and those of its affiliated enterprises. This right of use is limited to the number of Users specified in the Individual Contract. ilert may take technical measures to prevent use beyond this scope. Where ilert provides software under an open-source licence, that licence applies to that software.

### 10.4

In its relationship with ilert, the Customer shall be entitled to all rights to the Customer Data. The Customer grants ilert the non-exclusive rights in the Customer Data necessary to provide the Contractual Services, in particular to store, copy and transmit them and, where the Customer initiates it, to publish them. In addition, the Customer grants ilert the irrevocable right, free of charge, to collect Customer Data in summary and anonymous form, which identifies neither the Customer nor any natural person, to the extent permitted by law, and to use this to create statistical reports and presentations, to provide and enhance the Platform and SaaS Services, and to provide enhanced features. The Customer shall have no rights whatsoever to the aggregated data and results.

### 10.5

ilert may name the Customer as a reference in a suitable manner, using its company name and logo, on the Website and in marketing materials; for this, the Customer grants ilert a free, non-exclusive, worldwide, non-transferable right of use. The Customer informs ilert of any requirements for using its company name or logo. The Customer may withdraw this right at any time with effect for the future in text form.

### 10.6

ilert may use suggestions of the Customer and its Users for improving the SaaS Services free of charge and without restriction.

## 11. Remuneration and payment, payment terms

### 11.1

The Individual Contract specifies the remuneration for the Contractual Services.

### 11.2

The remuneration is payable in advance for each billing period specified in the Individual Contract, including renewal periods.

### 11.3

Unless the Individual Contract provides otherwise, invoices are due in full within 14 days of receipt. ilert may send invoices by email or make them available online. For an Online Booking, the remuneration is due at the start of each billing period and is collected through the payment method selected in the Platform.

### 11.4

The Customer may set off only claims that are undisputed or established by a final court decision. The Customer may exercise a right of retention only for counterclaims arising from the same contractual relationship.

### 11.5

Unless they are expressly referred to as gross prices, prices do not include the statutory VAT applicable at the relevant time. Unless stated otherwise, the Customer bears all other taxes and duties on the sale and use of the Contractual Services and pays ilert without deducting them. If ilert must levy or pay such taxes or duties, ilert invoices them to the Customer, unless the Customer provides a valid exemption certificate from the competent tax authority stating that no tax needs to be levied. If the Customer is required by law to withhold tax, the payment increases so that ilert receives the agreed amount; the Customer provides ilert with the withholding certificate.

### 11.6

When the Contract renews, ilert may charge its prices current at that time, if ilert has notified the Customer of the new prices in text form at least 60 days before the renewal period begins. If the Customer does not agree to the new prices, it may terminate the Contract with effect from the end of the current period, notwithstanding the agreed notice period; ilert points this out in the notice.

### 11.7

If the Customer sets up more Users or uses more quotas than the plan includes, ilert charges them pro rata at the prices in the Individual Contract or, if it sets none, on the Website.

## 12. Restriction/blocking of the user account

### 12.1

ilert may restrict or block the Customer’s use of the SaaS Services, temporarily or permanently, if\
a) there are concrete indications that the Customer has allowed or in any other way deliberately enabled an unauthorised third party to use the user account or the access data;\
b) there are concrete indications that a breach of one of the obligations under Clauses 9.1, 9.2, 9.4 and 9.5 has occurred;\
c) there are concrete indications of misuse, unauthorised or fraudulent use of the user account or such use is to be feared on the basis of concrete indications;\
d) the Customer does not pay remuneration that is due within five working days after a payment reminder in text form in which ilert announces the restriction or blocking;\
e) the Customer repeatedly violates other provisions of these Terms despite a warning;\
f) other circumstances exist that would entitle ilert to terminate the Contract for good cause.

### 12.2

When choosing measures under Clause 12.1, ilert takes appropriate account of its own operational requirements and liability risks and of the legitimate interests of the Customer and any claimants (e.g. fault, weight of the breach of duty, risks, statement by the Customer).

### 12.3

ilert informs the Customer without undue delay of any temporary or permanent restriction or blocking of its user account, stating the reasons. Before a planned restriction or blocking, ilert gives the Customer, where reasonable, the opportunity to remedy its cause within a reasonable period. This does not apply if the restriction or blocking is necessary to avert an acute threat to the Platform, other customers or third parties.

### 12.4

ilert lifts a restriction or blocking as soon as its ground has ceased. Data export remains possible insofar as this does not endanger the Platform, other customers or third parties.

## 13. Third-party applications, status pages and phone numbers

### 13.1

The SaaS Services can be connected to third-party applications (e.g. monitoring, chat or ticketing systems). When the Customer activates such an integration, ilert exchanges with the application the data needed for its function. The application itself is subject to its provider’s terms, which the Customer agrees with that provider; ilert is not responsible for its availability or changes. ilert’s obligations for its own services and its sub-processors remain unaffected.

### 13.2

The terms of the respective app store also apply to the mobile apps.

### 13.3

The Customer determines the content of its status pages and their audience and is responsible for that content. Public status pages are accessible to anyone.

### 13.4

ilert provides phone numbers for call routing through telecommunications providers for the term of the Contract. The Customer provides the information and documents required by law for their assignment. The Customer acquires no right to a particular number; numbers cannot be transferred or ported to the Customer or to another provider, unless the law requires it.

## 14. Limitations of Liability

### 14.1

ilert shall be liable without limitation for damages in case of intent or gross negligence on the part of ilert, its vicarious agents and/or legal representatives. With regard to damages caused by slight negligence, ilert shall only be liable in case of a breach of an essential contractual obligation. Essential contractual obligations are those obligations whose fulfilment makes possible the correct execution of the Contract in the first place and on whose compliance the Customer may regularly rely. In the event of a breach of such an essential contractual obligation, the liability of ilert shall be limited to the damages typical for this type of contract which ilert could have foreseen at the time when the Contract was concluded based on the circumstances known at that time.

### 14.2

The aforementioned limitations of liability as well as all other limitations of liability contained in these Terms shall not apply in the event of the assumption of express guarantees, to claims for the lack of warranted characteristics (Section 536(2) BGB), or to damages resulting from injury to life, limb or health. In these cases, ilert shall also be liable without limitation for slight negligence. The liability of ilert under the German Product Liability Act also remains unaffected.

### 14.3

ilert’s liability for damages, irrespective of fault, for defects that already existed when the Contract was concluded (Section 536a(1), first alternative, BGB) is excluded. Clause 14.2 remains unaffected.

### 14.4

Claims for damages against ilert become time-barred one year after the statutory limitation period begins, except in the cases of Clause 14.1 sentence 1 and Clause 14.2. The limitations of liability in these Terms also apply in favour of ilert’s officers, employees and vicarious agents.

## 15. Force Majeure

### 15.1

If Force Majeure prevents ilert from performing the Contractual Services in whole or in part, ilert is released from these obligations for as long and as far as Force Majeure prevents its performance.

### 15.2

ilert notifies the Customer without undue delay after becoming aware of Force Majeure that prevents it from performing and, where reasonably possible, gives the Customer an estimate of the extent and expected duration of its inability to perform within 10 working days. If ilert does not notify the Customer without undue delay, it is released from its obligation to perform only from the time of the notification.

### 15.3

When ilert invokes Force Majeure, it makes every economically reasonable effort to minimise the consequences for the Contractual Services and regularly informs the Customer of the status, extent and expected duration of the impediment.

### 15.4

The Customer is released from its payment obligation to the extent that and for as long as ilert is prevented from performing the Contractual Services due to Force Majeure. ilert refunds prepaid remuneration pro rata for the affected services and the period of the impediment.

### 15.5

If it becomes clear that Force Majeure will prevent the Contractual Services, in whole or in part, for more than three months, either party may terminate the Contract with immediate effect.

## 16. Confidentiality

### 16.1

With regard to Confidential Information of the other party, each party must\
a) keep such information strictly confidential and only use it in connection with the contractual purposes;\
b) take appropriate measures, including technical security measures in line with the state of the art (Art. 32 GDPR), to protect such information against unauthorised access by third parties;\
c) only disclose or pass on such information to those employees and bodies as well as commissioned service providers who or which need to know this information for the execution of the Contract, and who or which are subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement;\
d) not disclose or pass on such information to third parties, unless the third party is a consultant or potential investor of the receiving party and the respective consultant or investor is subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement or is already professionally bound to secrecy.

### 16.2

The confidentiality obligations under Clause 16.1 shall not apply to Confidential Information that can be proven to\
a) have been known or generally accessible to the public before its communication or transfer or becomes known or generally accessible to the public at a later date, as long as there is no breach of a confidentiality obligation;\
b) have been already known to the receiving party prior to disclosure by the disclosing party, as long as there is no breach of a confidentiality obligation;\
c) have been developed independently by the receiving party without using or referring to the Confidential Information of the disclosing party;\
d) have been handed over or made available to the receiving party by an authorised third party, as long as there is no breach of a confidentiality obligation;\
e) be required to be disclosed due to mandatory legal provisions or a decision of a court and/or an authority; or\
f) be disclosed in the cases of Section 5 of the German Trade Secrets Act (GeschGehG).

If a party is required to disclose Confidential Information under letter e), it shall inform the other party in text form in advance, insofar as this is legally permitted, so that the other party can seek legal protection, and shall disclose only the information it is required to disclose.

### 16.3

The confidentiality obligations under this Clause 16 continue for two years after the end of the Contract. For trade secrets, the obligations continue for as long as the information remains a trade secret.

## 17. Data protection

Insofar as ilert processes personal data on behalf of the Customer, it shall do so in accordance with the documented instructions of the Customer and only for the contractually agreed purposes in accordance with Art. 28(3) GDPR and the Data Processing Agreement concluded between the parties. Personal data that ilert processes as a controller for its own purposes, such as contract and billing data, is described in the privacy policy of the ilert Platform.

## 18. Contract term, consequences of termination

### 18.1

The Individual Contract sets the start and term of the Contract and any ordinary rights of termination. For an Online Booking, the term is the billing period chosen; it renews automatically for the same period unless, before the end of the current period, the Customer cancels in the Platform or either party gives notice in text form. The free plan runs for an indefinite period (Clause 4.11).

### 18.2

When the Contract ends, the Customer’s access to the SaaS Services ends, unless the Customer has requested a Transition Period under Clause 18.3. Access to ilert’s API for exporting data under Clause 18.4 continues until the end of the Retrieval Period.

### 18.3

At the Customer’s request in text form, made no later than the end of the Contract, ilert shall continue to provide the SaaS Services for up to 30 calendar days after the end of the Contract (**Transition Period**), so that the Customer can switch to another provider or to its own IT infrastructure. The Customer may extend the Transition Period once, by a period of its choice. During the Transition Period, the provisions of the Contract continue to apply, including the remuneration, which is charged pro rata. ilert shall assist the Customer and third parties authorised by the Customer with the switch, continue the SaaS Services with due care to maintain business continuity, inform the Customer of known risks to that continuity, and maintain a high level of security for the data during the switch and the Retrieval Period. ilert shall support the Customer’s exit strategy by providing all relevant information.

### 18.4

After the end of the Contract or, if there is a Transition Period, after its end, the Customer can retrieve its exportable data for 30 calendar days (**Retrieval Period**), free of charge and in a structured, commonly used and machine-readable format. The Customer can export the data itself through ilert’s API; at the Customer’s request, ilert shall provide it. Exportable data is all Customer Data, including the configuration of the account and the history of alerts, incidents and calls. Excluded are only ilert’s internal system logs and operating metrics, where their export would put ilert’s trade secrets at risk and the exclusion does not impede or delay a switch. During a Transition Period, the Customer can also export the data through the API. It is the responsibility of the Customer to retrieve the data it needs before the Retrieval Period ends.

### 18.5

When the Retrieval Period ends, ilert shall erase all Customer Data, unless ilert is legally obliged to retain it. All Customer Data, including backups, shall be erased no later than 90 days after the end of the Contract or, if there is a Transition Period, after its end. At the Customer’s request, ilert shall erase the data at the end of the Contract, without a Retrieval Period, within the periods in Annex II of the Data Processing Agreement. ilert shall confirm the erasure in text form. Erased data cannot be restored.

### 18.6

A Customer with its registered office or an establishment in the European Union may, regardless of the term agreed in the Individual Contract, notify ilert in text form at any time that, at the end of a notice period of two months, it wishes to switch to another provider or to its own IT infrastructure, or to have its data erased without switching (**Switching Notice**). For a switch to another provider, the Switching Notice gives the details of that provider needed for the switch. The notice period begins when ilert receives the Switching Notice; the rule in Clause 7.1 on requests received outside support hours does not apply. A renewal under Clause 18.1 that would begin after ilert receives the Switching Notice does not take place; if the Contract continues beyond the agreed term, the remuneration for that time is charged pro rata.

If the Customer wishes to switch, the Transition Period under Clause 18.3 begins at the end of the notice period without a separate request, and the Contract continues during it. The Contract ends when the switch is complete. The Customer confirms this in text form; if it has not informed ilert by the end of the Transition Period that the switch has failed, the switch counts as complete at that time. If the switch fails, the Contract continues, and ilert works with the Customer to complete the switch. If the Customer wishes to have its data erased without switching, the Contract ends at the end of the notice period. ilert confirms the end of the Contract to the Customer in text form. Clauses 18.2, 18.4 and 18.5 apply. Clause 18.1 and the Customer’s mandatory rights under Regulation (EU) 2023/2854 (**Data Act**) remain unaffected.

### 18.7

If the Contract ends under Clause 18.6 before the end of the term agreed when ilert received the Switching Notice, the Customer pays ilert an early termination fee instead of the remuneration for the rest of that term:\
a) for the rest of the contract year in which the Contract ends, the agreed remuneration in full;\
b) for the rest of the term after that contract year, 80 per cent of the agreed remuneration.

A contract year is each period of twelve months from the start of the term; for an Online Booking, it is the billing period chosen. Remuneration for additional Users and quotas under Clause 11.7 is not included. ilert invoices the fee when the Contract ends; Clause 11.3 applies. Remuneration paid in advance for the time after the end of the Contract is credited against the fee, and ilert refunds any excess. The Customer may prove that ilert has suffered no loss or a substantially lower loss. Clause 20.3 applies; the Individual Contract cannot restrict the Customer’s mandatory rights under the Data Act.

### 18.8

ilert charges no switching charges within the meaning of Article 2(36) of the Data Act; the export under Clause 18.4 is free of charge. ilert publishes the information under Articles 26, 28 and 29 of the Data Act, on switching, data formats, fees and the jurisdiction of its infrastructure, at [docs.ilert.com/trust-center/legal/eu-data-act](/trust-center/legal/eu-data-act.md).

## 19. Transfer of rights and obligations

### 19.1

Except as provided in Clause 19.2, neither party may transfer its rights and obligations under the Contract to a third party without the other party’s consent.

### 19.2

ilert may transfer the Contract as a whole to an enterprise affiliated with ilert within the meaning of Section 15 of the German Stock Corporation Act (AktG) or to a third party that acquires all or a substantial part of ilert’s business. ilert notifies the Customer of a planned transfer in text form at least four weeks in advance and points out separately that the Customer may then terminate the Contract with effect from the date the transfer takes effect. The termination must reach ilert in text form within 14 days after the Customer receives the notice.

## 20. Other provisions

### 20.1

If individual provisions of the Contract are invalid or unenforceable, the remainder of the Contract remains valid. Invalid provisions of these Terms are replaced by the statutory provisions (Section 306(2) BGB).

### 20.2

Changes and additions to the Contract require at least text form, unless the Contract provides otherwise. The priority of individually negotiated agreements (Section 305b BGB) remains unaffected.

### 20.3

In case of conflict, the following order of precedence applies: (a) an agreed DORA Addendum, (b) the Individual Contract, (c) these Terms. The priority of the Data Processing Agreement under its Clause 4 remains unaffected.

### 20.4

If the Customer has its seat in Germany, Austria, Switzerland or Liechtenstein, or if the Individual Contract is concluded in German, the German version of these Terms prevails; otherwise, the English version prevails.

### 20.5

Unless the Contract provides otherwise, ilert sends notices under the Contract by email to the email address of the account owner or of the contractual contact stored in the account, and the Customer sends notices to ilert in text form by email to <support@ilert.com> or through the Platform.

## 21. Applicable law and place of jurisdiction

### 21.1

German law applies to the Contract, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

### 21.2

If the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the courts in Cologne have exclusive jurisdiction for all disputes arising from or in connection with the Contract.


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