1.1 octonomy AI GmbH, c/o Startplatz, Im Mediapark 5, 50670 Cologne, Germany (“octonomy”), provides Services to Customers.

1.2 A Customer’s general contractual or business conditions are expressly rejected. This also applies if octonomy has not expressly objected to the Customer’s terms and conditions.

1.3 Sec. 312i para 1, nos. 1, 2 and 3 and para 1 sent. 2 German Civil Code (BGB) does not apply to contracts concluded between the parties in electronic commerce.

1.4 The following definitions apply to these General Terms and Conditions:

• “Agreement” means the contractual agreements for the provision of the Services, in particular an accepted Offer, a Statement of Work, an Order, and these general terms and conditions, including their annexes.
• “Confidential Information” means all information and documents, irrespective of the way in which they are embodied or reproduced, including contractual documents, provided to one party by the other party, which are not publicly available or the contents of which indicate that they are obviously intended to be kept confidential.
• “Contract Term” means the term of the contracted Services, commencing with the Start Date and generally initially running for one year plus the Renewal Term.
• “Customer” means the identified in the Agreement. Customers must be entrepreneurs as defined in Sec. 14 German Civil Code (BGB).
• “Customer Components” means

• Connectors: (third-party platform integrations);

• Tasks (prompts for agents); Agents, including association of agents with tasks.

• “Customer Content” means the content that the Customer has entered into the octonomy Platform, whether through upload, integration, configuration, or other means, such as prompts, tools, and databases.

• “Customer Support” means the support provided by octonomy pursuant to Annex 1.
• “End-User” means any natural person who interacts with the AI agents or chatbots deployed by Customer (e.g., website visitors, Customer’s customers, helpdesk users).
• “octonomy Platform” means the cloud-based software application(s) made available by octonomy to the Customer via internet access on a subscription basis, including all associated functionalities, user interfaces, APIs, and technical documentation, as may be updated or modified by octonomy from time to time in accordance with the Agreement.
• „Overuse” means Customer’s usage of the Services that exceeds the quantitative limits specified in the flat rate package, including but not limited to limits on transaction volume, data processing capacity, storage allocation, API calls, or user access levels.
• “Renewal Term” means the term automatically renewed after the previous Contract Term, typically one (1) additional year.
• “Services” mean the AI-based services provided through the octonomy Platform (SaaS). These services enable the automation of business processes by leveraging AI and other components. The cloud-based octonomy Platform acts as the administrative interface, providing tools for configuration, integration, control, and monitoring across connected system
• “Start Date” means the date set forth in the Offer.
• “Supported Connectors” means the connectors listed in Annex C.
• „User“ means Customer’s employees, contractors, or other authorized personnel who access the octonomy Platform to configure, manage, or monitor the Services.

2.1 octonomy provides the Services to the Customer according to the Agreement.

3.1 The Customer is solely responsible for meeting the technical requirements in Annex R, which are necessary for Platform access.

3.2 If using flat rate Services, Overuse triggers renegotiation of the flat rate model. If no agreement is reached, octonomy may block excess usage or suspend the Services entirely.

3.3 The Customer ensures compliance with applicable laws when using the Services, in particular adhere to the EU AI Act (Regulation 2024/1689).

3.4 The Customer must immediately notify octonomy in writing of any alleged third-party rights violations (personal rights, trademarks, copyrights, etc.).

3.5 The Customer must designate a contact person for implementation and use of the Services and provide the contact details immediately after contract execution.

3.6 User’s access is only permitted to persons for whom the Customer has been granted a license to use the Services.

3.7 Customer Support may access the Customer’s environment for support purposes. Otherwise, only the Customer controls access and must ensure only authorized Users have such access.

3.8 The Customer and its Users must keep access credentials confidential. The Customer must immediately report suspected unauthorized access.

3.9 If octonomy reasonably suspects credential compromise, it may block access and require new credentials. octonomy will inform the Customer and Users.

3.10 The Customer is responsible for keeping Customer Content within technical limits and storage capacity. Customer Content must comply with applicable laws and not infringe third-party rights. The Customer must save Customer Content before the end of the Contract Term as octonomy will delete it afterward.

3.11 The Customer ensures that Users and End-Users when using the Services do not

• publish or make available 1) insulting, violence-glorifying, discriminatory, inhumane, defamatory, racist, untrue or similar content not protected by the right to freedom of expression, 2) pornographic content, 3) content that violates laws, in particular laws for the protection of minors or criminal laws, or 4) commercial communication (such as spam) that has not been pre-approved by octonomy;
• disrupt the Services (e.g., denial-of-service attacks);
• use automated collection tools (bots, scrapers) without octonomy’s prior express permission;
• operate illegal sales schemes;
• upload viruses or other malicious code;
• access or use unauthorized 1) environments, 2) accounts, or 3) legally protected content;
• collect, use or process data of other Users without authorization.

In case of violations of these obligations or other legal provisions, octonomy may:

• modify or (permanently) delete content;
• temporarily or permanently restrict access;

• prohibit re-registration under same or different name.

octonomy may impose these sanctions without prior notice and without consultation with the Customer, even against the express will of the Customer or the User. octonomy will notify the Customer and the User of the relevant sanctions.

3.12 The Customer is solely responsible for the Customer Components, even if octonomy has provided professional services support.

3.13 octonomy may extend, supplement, or modify the Services or Customer Components, if no significant deterioration occurs.

3.14 The Customer is solely responsible for End Users’ interactions with Customer’s deployment of the Services.

4.1 octonomy grants the Customer for the Contract Term a geographically unrestricted, temporary, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the octonomy Platform and the Services for its own operational purposes as specified in the Agreement.

4.2 The Customer is not entitled to (i) rent, lease, lend, reproduce, resell, or otherwise distribute or pass on the Services or access to the octonomy Platform, including via the Internet or a downstream public or private data network; (ii) use the Services to develop other services; (iii) activate or use Services of the octonomy Platform for which the Customer has not been granted any rights of use; (iv) transfer the rights to use the Services to any third party or grant any third party access to the Services; (v) modify, translate, reproduce, decompile, or interfere with the functionality of the program code of the Services or the octonomy Platform, except to the extent permitted by mandatory copyright laws; and (vi) remove, obscure, or alter any legal notices, including but not limited to octonomy’s intellectual property rights.

4.3 All rights to the Customer Content remain with the Customer. The Customer grants octonomy for the Contract Term the unrestricted, temporary, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the Customer Content on the Platform for the provision of the Services.

4.4 octonomy may use Customer Content, including chat interactions and usage data, to maintain, optimize, and further develop the Services, provided such use does not disclose confidential information, or Customer or End-User identity or. This excludes any content protected by third-party rights or marked as confidential by the Customer.

5.1 The Agreement is concluded for the Contract Term.

5.2 The Agreement automatically renews for the Renewal Term unless terminated by either party with three (3) months’ notice before the end of the respective Contract Term.

5.3 Each party may terminate the Agreement without notice for cause. Cause for octonomy includes, in particular, 1) a material breach of the Agreement by the Customer; or 2) the Customer’s failure to make due payments.

Termination without notice generally requires prior written warning and an opportunity to remedy within a reasonable period.

5.4 Termination notices must be in writing.

6.1 For the provision of the Service, the Customer pays the agreed remuneration. The remuneration is a flat fee independent of actual use.

6.2 The remuneration for the entire Contract Term is payable in full within 14 calendar days after receipt of the invoice. octonomy invoices immediately after conclusion of the Agreement and at the beginning of each Renewal Term.

6.3 Insofar as the Customer fails to pay in time, octonomy may suspend the provision of the Services.

6.4 All amounts are subject to the value added tax (VAT) at the applicable rate.

6.5 The parties agree that octonomy may adjust the remuneration at its reasonable discretion if the market circumstances relevant for the price calculation (inter alia an increase in development or AI usage costs) change.

The price adjustment will take effect at the beginning of each Renewal Term.

7.1 This section applies to defects in the Services. It does not apply to consulting or professional services.

7.2 octonomy warrants that the Services will substantially conform to their description and will be available 95% of the time per calendar year (excluding planned maintenance). The Services will perform in accordance with generally accepted industry standards for SaaS platforms.

7.3 A defect exists only if the use of the Services is materially impaired and such impairment is attributable to octonomy.

7.4 The Customer will notify octonomy without undue delay in text form of any reproducible malfunction and support octonomy, free of charge and to a reasonable extent, in diagnosing and remedying the issue.

7.5 octonomy will, within a reasonable period, remedy defects for which it is responsible.

The Customer’s sole remedy for warranty breach is octonomy’s obligation to correct the non-conforming Services or, if correction is not possible within a reasonable time, the Customer may reduce payment proportionally or terminate the affected Services.

8.1 octonomy’s liability is always unlimited for damages caused by octonomy, its legal representative or vicarious agent in case of

• Personal injury, death, or health damage;
• Absence of guaranteed product qualities; or
• Intentional acts, gross negligence, or fraudulent conduct.

octonomy also remains liable unlimited under the German Product Liability Act.

8.2 octonomy is not liable for damages caused by simple negligence, except in the case of a breach of essential contractual obligations. In such cases, the liability is limited to the foreseeable damage typical for the contract.

8.3 octonomy is not liable for data loss if the damage could have been avoided by adequate data backups within the Customer’s technical capabilities.

8.4 The Customer indemnifies octonomy against all third-party claims and related costs arising from 1) Customer Content, 2) content submitted by End-Users, 3) Customer’s breach of this Agreement, or 4) Customer’s violation of applicable laws. This includes defending octonomy and paying all damages, fines, and reasonable legal fees.

8.5 All other liability of octonomy is excluded.

8.6 The limitation period for the Customer’s damage claims against octonomy is one (1) year, except in cases of unlimited liability.

9.1 With respect to Confidential Information received from the other party under this Agreement, each party will 1) protect it against unauthorized access, 2) treat it with the same level of care as its own confidential information, but at least with the diligence of a prudent businessperson, and 3) use it solely for the performance of the Agreement.

9.2 These confidentiality obligations do not apply to information that 1) was known to the receiving party, 2) was independently developed by the receiving party without using the other party’s Confidential Information, 3) was obtained from a third party not bound by confidentiality restrictions regarding such information, 4) is or becomes publicly known through no fault of the receiving party, or 5) has been released from confidentiality by the disclosing party’s written declaration.

9.3 The confidentiality obligations remain in force for five (5) years after the end of the Contract Term.

10.1 The parties process personal data only in accordance with applicable data protection laws.

octonomy’s Privacy Policy available at: https://support.octonomy.ai/privacy-policy explains how octonomy processes personal data.

11.1 octonomy may name the Customer as a reference. The Customer grants octonomy the right to use its name and logo for internal and external marketing purposes (e.g. website, brochures, offers, presentations, press releases) free of charge, worldwide, and for the Contract Term.

12.1 The place of performance for all obligations under this Agreement, including Customer’s payment obligations, is octonomy’s registered office.

12.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement is octonomy’s registered office. However, octonomy is also entitled to bring claims against the Customer at its place of business.

12.3 The Agreement is governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.4 octonomy may modify the Services and the Agreement if such changes are necessary to reflect unforeseeable developments that, if unaddressed, would affect the contractual balance, particularly to 1) comply with changes in applicable law, 2) follow court rulings or regulatory orders, or 3) address urgent security concerns.

Such modifications may not impair octonomy’s material contractual obligations.

12.5 In all other cases, octonomy will inform the Customer in advance of any changes it intends to make to these general terms and conditions as part of the Agreement. If the Customer does not object within four (4) weeks of notification, the changes will be deemed accepted. octonomy will inform the Customer of this consequence in the notice.

12.6 Amendments to the Agreement require written form (simple electronic signature, e.g. via signature tools, suffices). This also applies to any waiver of the written form requirement.

12.7 If any provision of the Agreement is or becomes invalid or unenforceable, the remaining provisions remain unaffected. The invalid or unenforceable provision will be replaced by a valid provision that best reflects the original commercial intent. The same applies in the event of contractual gaps.