Terms

Draft: to be completed and reviewed before launch.

General terms and conditions of Okonomi GmbH for OkonomiDAM. Last updated: date of publication. This is a translation; the German version applies.

§ 1 Scope

(1) These terms apply to all contracts for the use of OkonomiDAM (the “Service”) between Okonomi GmbH, Redentiner Landstr. 29A, 23974 Krusenhagen, Germany (“Okonomi”, “we”) and its customers.

(2) The Service is offered exclusively to businesses within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By signing up, the customer confirms that it uses the Service for its commercial or independent professional activity.

(3) The customer's own terms do not apply, even if we do not expressly object to them.

§ 2 Conclusion of contract and account

(1) The contract is concluded when the customer creates an account and we grant access. A workspace belongs to the customer for whom it was created; people the customer adds as members act on its behalf.

(2) A paid plan or additional storage is agreed when the customer requests or orders it in the application and we confirm the change, at the latest when we switch the plan.

(3) The customer keeps its details up to date and protects credentials and access tokens against access by third parties. It informs us without delay if it suspects misuse.

§ 3 Services

(1) We provide the Service as software as a service over the internet: a web application, a REST API and access through the Model Context Protocol (MCP). Its features are set out in the current service description on our website and in the application.

(2) At the customer's choice, files are stored on Okonomi Storage (storage we provide) or in S3-compatible storage the customer connects itself. The customer is responsible for its own storage; its provider's terms apply and the customer bears that provider's costs.

(3) We develop the Service further and may change it, as long as the agreed essential features remain and the change is reasonable for the customer.

(4) We aim for high availability but do not owe any specific availability unless separately agreed. Where possible, we carry out maintenance at times of low usage. The free plan comes with no entitlement to availability or support.

§ 4 Plans, storage and limits

(1) Plans differ in the number of seats (members of a workspace). AI agents connected to the Service do not take a seat. Every plan includes storage on Okonomi Storage; additional storage is booked in blocks.

(2) When all seats are taken or the storage on Okonomi Storage is used up, no further members can be added or no further files can be stored on Okonomi Storage, respectively. Existing content is not deleted as a result.

(3) To protect the Service, we may limit the number of requests per unit of time. The customer does not cause load that impairs the Service for other customers.

§ 5 Customer obligations

(1) The customer only stores content it is entitled to use and that does not infringe third-party rights or applicable law. It does not upload malware and does not attempt to circumvent security measures or access other customers' data.

(2) The customer is responsible for the AI agents and applications that it or its members connect to the Service. A connected agent acts with the permissions of the person who connected it; its actions count as actions of that person. The customer itself checks whether it may transfer content to an agent's provider.

(3) The customer additionally backs up content that is indispensable to it under its own responsibility, for example by exporting it through the download function or the API.

§ 6 Content and rights

(1) All rights in the customer's content remain with the customer. It grants us the rights we need to store and process the content and to make it available to the customer, its members and agents, solely for the term and purpose of the contract.

(2) We do not use customer content to train AI models and do not pass it on to third parties, except to our processors or where the law requires us to.

(3) For the term of the contract, the customer receives a simple, non-transferable right to use the Service for its own purposes. All rights in the Service itself remain with us.

§ 7 Prices and payment

(1) The prices shown in the application and on our website when the contract is concluded apply. All prices are net plus statutory VAT.

(2) Fees for plans and storage blocks are due monthly in advance. We issue invoices electronically; they are payable within 14 days without deduction.

(3) An upgrade to a higher plan or additional storage takes effect when we switch it; for the current month we charge the difference pro rata. A downgrade to a lower plan or less storage takes effect from the following month.

(4) We announce price changes in text form at least six weeks before they take effect. The customer may then terminate as of the date they take effect.

(5) If the customer is more than 30 days in default of payment, we may, after prior notice, move the workspace to the free plan or block access until payment is received. We do not delete content for this reason.

§ 8 Term and termination

(1) The contract runs for an indefinite period. The free plan can be ended at any time by the customer deleting its account or writing to us.

(2) Paid plans and storage blocks renew by one month at a time and can be terminated by either party in text form with effect from the end of the current month. Without a paid plan, the workspace continues on the free plan.

(3) The right to terminate for good cause remains unaffected. For us, good cause exists in particular if the customer seriously breaches § 5 despite a warning.

(4) After the contract ends, the customer can still download its content or export it through the API for 30 days. After that, we delete the content on Okonomi Storage and the workspace's data. Content in the customer's own storage is not affected.

§ 9 Defects

(1) The customer reports defects without delay with a comprehensible description. We remedy reported defects within a reasonable time, at our option also by a workaround.

(2) Strict liability for defects that already existed when the contract was concluded (§ 536a(1), first alternative, BGB) is excluded.

§ 10 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, under a guarantee we have given and under the German Product Liability Act.

(2) In cases of slight negligence, we are only liable for breach of material contractual obligations, meaning obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely, and limited to the damage typical for the contract and foreseeable. Per contract year, this liability is limited to the fees the customer paid in the twelve months before the event causing the damage (verify amount).

(3) For loss of data, we are only liable for the effort that would have been required to restore it had the customer backed it up regularly (§ 5(3)).

(4) On the free plan, we are not liable except in the cases of paragraph 1.

(5) These limitations also apply in favour of our employees and vicarious agents.

§ 11 Data protection

Where we process personal data contained in the customer's content on its behalf, the data processing agreement under Art. 28 GDPR applies, which forms part of this contract (document to follow). Otherwise, our privacy policy applies.

§ 12 Changes to these terms

We announce changes to these terms in text form at least six weeks before they take effect. If the customer does not object before they take effect, the changes are deemed accepted; we point out this consequence in the notice. If the customer objects, either party may terminate the contract as of the date the changes take effect.

§ 13 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is the registered office of Okonomi GmbH. We may also sue at the customer's registered office.

(3) These terms are available in German and English; the German version is binding.

(4) If a provision is invalid, the rest of the contract remains valid.