General Terms and Conditions (GTC)

OMQ GmbH
Stefan-Heym-Platz 1
10367 Berlin

www.omq.ai
support@omq.de

Managing Director: Matthias Meisdrock
VAT ID: DE273612701
Local Court Charlottenburg HRB 127 833 B

As of: April 2026

Exclusively for entrepreneurs (B2B) pursuant to Section 14 of the German Civil Code (BGB)

1. Scope

(1) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 BGB and to all business relationships, including future ones. Consumers within the meaning of Section 13 BGB are excluded from the scope of application.

(2) Deviating or conflicting terms and conditions of the customer shall not apply, even if OMQ renders the service without objection while being aware of them. Any reference to standard terms and conditions of the customer in a form document is hereby expressly objected to. The version valid at the time the contract is concluded shall be authoritative.

2. Subject Matter of the Contract

(1) OMQ GmbH operates a SaaS platform for automating customer service processes. The respective current services and products are described on the website www.omq.ai. OMQ is entitled to further develop and adapt the services, provided that no material, contractually guaranteed service features are eliminated thereby and the agreed remuneration remains in reasonable proportion to the consideration. OMQ will inform the customer of material changes at least eight (8) weeks before they take effect, in text form.

(2) The services are provided via the OMQ infrastructure and are accessible via the internet. The internet access required for use is not part of OMQ’s services. The point of handover of the service is the router output of the data center used by OMQ.

3. Conclusion and Term of the Contract

(1) The contract is concluded by written or electronic placement of an order.

(2) The contractual relationship runs for the contractually agreed term. Unless the contract is terminated in text form before expiry, it shall automatically be extended by the originally agreed term in each case. Termination must take place with one month’s notice to the end of the respective current contract term.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause for OMQ exists in particular in the case of misuse (cf. Section 5) or payment default of more than 8 weeks. If OMQ terminates for a reason for which the customer is responsible, OMQ shall retain its claim to the agreed remuneration less expenses saved.

4. Fees and Payment

(1) Billing takes place in advance for the agreed billing period. All prices are exclusive of statutory value-added tax.

(2) License costs are based on the service package selected by the customer in accordance with the respective valid offer. OMQ is entitled to adjust prices once per year. Price adjustments will be communicated to the customer in text form at least 8 weeks before they take effect. In the event of a price change, the customer has an extraordinary right of termination effective as of the date the change takes effect.

(3) Invoices are transmitted electronically to the email address provided by the customer. The customer shall provide OMQ with a valid billing address and email address and keep these up to date.

(4) Invoices issued by the provider are due immediately and payable without deduction. The customer is in default if payment is not made within fourteen days of the due date and receipt of an invoice or comparable statement of payment. In the event of default, the provider is entitled to charge default interest at the statutory rate (Section 288 (2) BGB). The assertion of further claims remains unaffected.

5. Obligations of the User

(1) The customer undertakes to use the systems only as intended and to inform OMQ without undue delay of any disruptions or security incidents.

(2) Misuse exists in particular in the case of:

• Publication or dissemination of unlawful or defamatory content
• Use of technical aids that impair the functionality of the services (software, scripts, bots, etc.)
• Disclosure of access credentials to unauthorized third parties
• Use of the services for spam, hacking attempts, or the deployment of malware

The customer shall indemnify OMQ and its vicarious agents against claims by third parties that are based on unlawful use of the services by the customer and that have either been finally established by a court or expressly acknowledged by the customer. OMQ is obliged to inform the customer without undue delay of any asserted claims, to support the defense against such claims to the best of its ability, and not to acknowledge any claims without the customer’s prior consent.

6. Rights of Use

(1) For the duration of the contract, OMQ grants the customer a simple, non-transferable right of use to the contractual services. This right does not include the right to sublicense, reproduce, decompile, or otherwise exploit the software.

The scope of authorized use is governed by the package booked (in particular the number of authorized users, named-user or concurrent-user model, API quotas, as well as access to test and development environments). Exceeding the contractually agreed scope of use requires OMQ’s prior written consent.

7. Availability

(1) OMQ guarantees availability of the services of 99.5% on a monthly average at the point of handover. Excluded are outages for which OMQ is not responsible (e.g. force majeure, outages at the customer or third-party providers). Availability is continuously recorded by a publicly accessible monitoring system (status page) operated by OMQ. Proof of an outage may be provided by OMQ as well as by the customer through suitable logs. The downtime is deemed to be the period from receipt of the customer’s written fault report by OMQ (by email to support@omq.de) until the full functionality is restored.

(2) Scheduled maintenance windows for routine updates (deployments, patches) take place on working days between 20:00 and 22:00 (CET/CEST); they are not announced separately. Major maintenance work that is expected to cause more than 30 minutes of impairment will be announced at least 48 hours in advance in text form. Maintenance windows are not counted toward availability under paragraph (1).

If OMQ falls below the availability under paragraph (1) in a calendar month, the customer may demand a pro-rata credit on the monthly net license fee, but no more than 10% per started percentage point below the guaranteed availability, capped at 100% of the monthly net license fee. In the event of a continuous outage of more than 24 hours, the customer has the right to claim the credit either as a cash payment or as an offset against the next invoice. Further claims remain unaffected in accordance with Section 9.

8. Support and Maintenance

(1) OMQ provides the customer with support for the contractual services. Support requests must be submitted in text form to support@omq.de. Support is available on working days, Monday to Friday, from 9:00 to 17:00 (CET/CEST), excluding nationwide public holidays. Response times within business hours depend on the priority of the report: Critical (service unusable) – 4 hours, High – 8 hours, Medium and Low – one working day. The response time refers to the time until the first qualified response, not until resolution.

9. Liability

(1) OMQ is liable without limitation in cases of intent and gross negligence as well as for injury to life, body, or health.

In the case of slight negligence, OMQ is liable only for the breach of material contractual obligations (cardinal obligations), limited to the foreseeable damage typically occurring. Cardinal obligations within the meaning of these GTC are in particular the provision of the services with the contractually guaranteed availability, the protection of the data provided by the customer against loss and unauthorized access, as well as compliance with the data protection obligations arising from this agreement and the data processing agreement. Liability for indirect damages, lost profits, or consequential damages is excluded. If the customer has contributed to damage through culpable conduct, the extent to which OMQ and the customer must bear the damage shall be determined in accordance with the general principles of contributory negligence (Section 254 BGB).

(3) The limitation of liability also applies to OMQ’s vicarious agents. Liability under the Product Liability Act remains unaffected.

To the extent legally permissible, OMQ’s liability per contract year is limited to the amount of the net remuneration actually paid by the customer in the last twelve months prior to the damage-causing event; in the case of a contract term of less than twelve months, to the expected annual remuneration. This limitation does not apply in the cases of paragraph (1). Furthermore, damages incurred by the customer as a result of demonstrable breaches by OMQ of data protection obligations are excluded from this liability cap (in particular damages pursuant to Art. 82 GDPR as well as fines imposed on the customer as a result of faulty implementation of the data processing agreement by OMQ).

10. Data Protection and Order Processing

(1) The processing of personal data by OMQ is governed by the respective current privacy policy, available at https://omq.ai/company/data-security/ Insofar as OMQ acts as a processor within the meaning of Art. 28 GDPR, the data processing agreement (DPA) in the version valid at the time the contract is concluded (version number and date available at https://omq.ai/de/unternehmen/avv/) forms part of these GTC. Amendments to the DPA require the customer’s consent in text form; no presumed consent applies to the DPA. The DPA identifies the subcontractors used as well as the technical and organizational measures.

(2) OMQ implements and maintains appropriate technical and organizational measures (TOM) in accordance with Art. 32 GDPR. In the event of data breaches, OMQ will inform the customer without undue delay in accordance with the statutory requirements.

(3) After the end of the contract, all data provided will, at the customer’s choice, be either handed over in full in a structured, commonly used, and machine-readable format or demonstrably deleted, unless a statutory retention obligation precludes this. The handover takes place within 30 days of the end of the contract; after expiry of this period, OMQ is entitled to delete the data.

The customer is entitled to verify OMQ’s compliance with data protection requirements. The verification is carried out primarily by OMQ submitting current certificates (in particular ISO 27001, SOC 2 Type II) or current audit reports. If these proofs are not sufficient, the customer may, after giving at least ten (10) working days’ prior notice, conduct an on-site inspection or have it conducted by a third party bound to confidentiality; the associated costs are borne by the customer, provided that no material data protection breach is established.

After termination of the contract, OMQ grants the customer, upon request, read access to its data for a period of up to 60 days in order to facilitate migration. In addition, at the customer’s request and for a separate fee, OMQ provides active migration support (export of configurations, training materials, API documentation). After the transition period expires, all customer data will be irrevocably deleted, unless statutory retention obligations preclude this.

11. Reference Naming

OMQ is entitled, subject to the customer’s prior express written consent, to name the customer as a reference customer and to use the customer’s company logo for marketing purposes. Use without such consent is not permitted. Consent once given may be revoked by the customer in writing at any time with effect for the future; material already published will be removed within 14 days of receipt of the revocation.

12. Confidentiality

(1) The parties undertake to treat all confidential information of the other party obtained in the course of performing the contract – including trade and business secrets, customer data, technical specifications, as well as prices and conditions – as strictly confidential, not to use it for purposes unrelated to the contract, and to make it accessible only to those employees and engaged third parties who require it for the performance of the contract and who are themselves bound to confidentiality. The obligation exists for the duration of the contract and for three years after its termination. It does not apply to information that is demonstrably publicly known, was lawfully known to the receiving party in advance, or was independently developed by it, nor to statutory or official disclosure obligations.

13. Force Majeure

(1) Neither party is liable for delays or non-performance to the extent that these are due to force majeure. Force majeure includes in particular natural disasters, war, insurrection, terrorism, strikes (except within its own operation), pandemics, official orders, as well as large-scale internet, power, or backbone outages and DDoS attacks, in each case to the extent not attributable. The affected party must inform the other party without undue delay and cooperate to the best of its ability in remedying the situation. If an event of force majeure lasts longer than 60 days, either party is entitled to extraordinary termination.

14. Warranty / Rights in Respect of Defects

(1) The provisions of tenancy law (Sections 535 ff. BGB) apply additionally to the contract. Strict liability irrespective of fault under Section 536a (1) second half-sentence BGB for defects that already existed at the time the contract was concluded is – to the extent legally permissible – excluded. Defects must be reported in text form without undue delay after discovery. To the extent legally permissible, claims arising from defects become time-barred within twelve months from the customer’s knowledge of the defect; Section 9 paragraph (1) remains unaffected.

15. Subcontractors

(1) OMQ is entitled to use subcontractors (in particular hosting providers, cloud providers, and providers of purchased components) to perform the contractual services. OMQ’s responsibility toward the customer remains unaffected thereby. Insofar as subcontractors process personal data, their selection, notification, and approval are governed by the provisions of the DPA (cf. Section 10 paragraph (2)).

16. Third-Party Intellectual Property Rights

(1) If the customer is held liable by a third party for an infringement of industrial property rights (in particular patents, copyrights, trademarks) due to the contractual use of the services, OMQ shall indemnify the customer on first demand against justified claims and shall bear the reasonable costs of legal defense, provided that the customer informs OMQ without undue delay in text form, grants OMQ the sole authority to conduct the defense and settlement negotiations, and makes no acknowledgments without OMQ’s consent. OMQ is entitled, at its own discretion, to modify or replace the services so that they are free of property rights or, if this is not possible with reasonable effort, to terminate the contract with effect for the future and to grant the customer a pro-rata refund of remuneration paid in advance. This claim does not exist insofar as the property right infringement is based on an adaptation requested by the customer, a use not in accordance with the contract, or a combination of the services with software not originating from OMQ.

17. Final Provisions

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

(2) The exclusive place of jurisdiction for all disputes arising from this contract is Berlin, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law.

OMQ is entitled to amend these GTC with a notice period of 6 weeks in text form, provided that the amendment does not shift the contractual balance to the customer’s detriment. Amendments to core performance obligations or to the remuneration are not covered by this clause and are governed exclusively by Section 4 (2) or require the customer’s express consent. If the customer does not object within 6 weeks of receipt of the notice of amendment, the amended GTC are deemed to have been accepted. The objection may be declared in text form (email is sufficient). OMQ will expressly point out this right of objection and the legal consequence of a failure to object in the notice of amendment. In the event of a timely objection, the contract will be continued under the existing terms until the end of the current contract term. In the event of an objection, the customer has an extraordinary right of termination effective as of the date the amendments take effect.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. Invalid clauses shall be replaced by the statutory provisions.

By concluding the contract, the client accepts these GTC.