Terms and Conditions

1. Incorporation of the Terms and Conditions

(1) Radiosphere GmbH (hereinafter "Radiosphere") provides services in the fields of Media Intelligence, media monitoring, Open Source Intelligence (OSINT), and reselling of third-party software solutions exclusively on the basis of these General Terms and Conditions (AGB). They form an agreed component of all contracts awarded to Radiosphere. Details regarding the scope of services are set forth in the respective service agreement and these AGB.
(2) These AGB extend to all contracts concluded or to be concluded with the customer, its subsidiaries, or successor entities. Deviating terms and conditions of the customer shall not be recognized unless Radiosphere expressly agrees to their applicability in writing.

2. Services and Subject Matter of Contract

(1) The subject matter of the contract is the agreed service (e.g., media and narrative analyses, risk and threat monitoring) or the provision of software licenses, not the achievement of a specific economic result. Radiosphere determines the manner in which the service is to be performed.
(2) Radiosphere is entitled to engage subcontractors to perform the service.
(3) Reselling: Where Radiosphere acts as a reseller of third-party software products, the end-user license terms (EULA) of the respective third-party manufacturer, which are made available to the customer upon conclusion of the contract, shall take precedence for the use of such products. In this case, Radiosphere is obligated to provide access to or procure the license, but assumes no warranty for the error-free functioning of the third-party software unless expressly agreed otherwise.

3. Customer's Obligations to Cooperate

(1) The customer is obligated to support Radiosphere or its subcontractors to the best of its ability in performing the services. The customer shall ensure that all required cooperation on its part (e.g., provision of search terms, access credentials, or approvals) is rendered in a timely manner, to the required extent, and free of charge.
(2) If the customer fails to fulfill its obligation to cooperate in the agreed manner, it shall bear the resulting consequences (additional effort, delays) and compensate Radiosphere for any damages arising therefrom. During such time, Radiosphere is released from the affected performance obligations.

4. OSINT, Third-Party Platforms, and Responsibility for Content

(1) Platform Dependency: Radiosphere's services (particularly in the field of OSINT) are based in part on the analysis of publicly accessible media content and hard-to-access platforms (e.g., social media, forums). Radiosphere has no influence over the API policies, terms of use, scraping restrictions, or paywalls of these third-party providers. If platforms restrict, block, or disproportionately increase the cost of access for Radiosphere, the loss of such specific data source does not constitute a defect in the service.
(2) Third-Party Content: Radiosphere merely grants the customer access to content provided by other providers. Accordingly, Radiosphere assumes no liability under the Telecommunications-Digital Services-Data Protection Act (TDDDG) for the legality, quality, accuracy, or timeliness of content offered and accessed by third parties. The customer is solely responsible for the use and exploitation of accessible content.

5. Compensation and Payment Terms

(1) The amount of compensation is set forth in the contract. Unless otherwise agreed, all stated prices are exclusive of travel costs, expenses, and statutory value-added tax.
(2) All compensation is due without deduction on the date specified in the invoice.
(3) In the event of payment default, Radiosphere is entitled to charge default interest at a rate of nine (9) percentage points above the applicable base rate from the due date (§ 288 para. 2 BGB). The right to assert higher default damages is reserved.
(4) Price changes are possible at any time and will be communicated to the customer in due course. The contract continues under the amended terms after expiration of the billing period following the notification. In the event of an increase exceeding 5%, the customer has the option to terminate the contract in writing as of the date of the change.

6. Warranty and System Limitations (AI & Monitoring)

(1) AI System Limitations: The customer acknowledges that Radiosphere employs complex, AI-powered technologies for analyses. These operate probabilistically. Minor inaccuracies, misinterpretations of narratives (so-called hallucinations), or the overlooking of individual mentions are inherent to the system and do not constitute a defect.
(2) Threat Intelligence: Risk and threat monitoring serves to provide the best possible support for corporate security. A guarantee for the complete real-time detection of all potential threats or shitstorms (exclusion of "false negatives") cannot be technically assumed.
(3) If Radiosphere's original services are defective, Radiosphere will correct the defect provided the customer notifies it within 8 days. No claim for remedial action exists if the customer fails to fulfill its obligations to cooperate in a timely manner.
(4) If correction fails despite two attempts at remedial action, the customer may demand a reasonable reduction. In the case of continuing obligations, the reduction applies only prospectively.
(5) In the event of malfunctions in provided software tools, Radiosphere has the right to remedy the defect within 24 hours (on business days) after receipt of the notification, without warranty claims being asserted.

7. Data Protection

(1) Radiosphere undertakes to comply with statutory data protection provisions, in particular the General Data Protection Regulation (GDPR) and the Telecommunications-Digital Services-Data Protection Act (TDDDG).
(2) Personal data will only be collected, processed, or used if a legal basis permits this. Details are governed by the separate privacy policy and, where applicable, a data processing agreement (AVV).

8. Copyrights and Third-Party Licenses (Print, TV, Radio)

(1) All exploitation rights to Radiosphere's own analyses and services are reserved. Documents delivered to the customer may be used exclusively for the customer's own internal business purposes.
(2) Third-Party Licenses: If copyrighted third-party content is provided by Radiosphere as part of the monitoring (e.g., press articles, TV or radio contributions), the customer is solely responsible for obtaining and compensating for the required usage and reading licenses (e.g., from PMG Presse-Monitor GmbH or VG Media). Alternatively, these costs may be advanced by Radiosphere and passed on to the customer on a 1:1 basis following prior contractual agreement.

9. Indemnification

(1) The customer is liable for the search profiles and content it submits.
(2) If the customer infringes the rights of third parties (particularly copyrights under § 8) or violates applicable law through its use of the results, it shall indemnify Radiosphere from all third-party claims upon first request and compensate Radiosphere for the damage incurred, including the costs of legal defense.

10. Liability

(1) Radiosphere is liable to business customers without limitation in cases of intent, gross negligence, injury to life, body, or health, and under the Product Liability Act.
(2) In the event of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited in amount to the damage typically foreseeable at the time of contract conclusion.
(3) Liability for indirect damages (e.g., third-party reputational damage, lost profits, unrealized savings) is excluded—except in cases of intent or gross negligence. This applies in particular to damages resulting from a threat not being detected or being detected too late in the course of threat monitoring (§ 6 para. 2).
(4) Radiosphere's liability in the cases of paragraph 2 is limited per calendar year to the amount the customer has paid for the service in the respective year.
(5) Radiosphere is not liable for damages resulting from force majeure (natural events, wars, cyber-attacks on global IT infrastructures, strikes).

11. Term and Termination

(1) The contract commences on the specified date or upon signature by both parties.
(2) Contracts may be terminated by either party for cause. Radiosphere is entitled to terminate without notice if the customer is more than one month in arrears with payment.

12. Miscellaneous Provisions

(1) No oral side agreements exist. Amendments require text form.
(2) The transfer of rights to third parties requires the prior consent of Radiosphere.
(3) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction is Kirchheim unter Teck.
(4) Should individual provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose.