Terms and conditions

01Scope

These general terms and conditions ("Terms") apply to all contracts between Qcentic GmbH, Grüner Weg 28, 50825 Köln, Germany ("we") and its customers for Actana: its use as a cloud service, licences to run it on the customer's own systems, and related services such as setup, development and training.

We contract only with businesses within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. We do not enter into contracts with consumers.

The customer's own terms and conditions do not apply, even if we do not expressly object to them. Individual agreements, in particular in an offer or order form ("Order"), take precedence over these Terms.

02How a contract is made

Content on our website, demos and the pricing calculator are non-binding and not an offer. A contract is formed when both parties sign an Order, when we confirm the customer's Order in text form, or when we start performing.

03Services

The scope and nature of the services are set out in the Order and the service description it references. They may include:

• Cloud: we run Actana and provide it over the internet.
• Self-hosted: we provide the software for the customer to run in its own cloud or on its own systems. Operation, model hosting and backups are then the customer's responsibility.
• Services: setup, development of apps and flows, training and consulting. These are provided as services unless the Order describes a deliverable subject to acceptance.

We develop Actana continuously and may change features as long as the agreed core functions are not materially reduced and the change is reasonable for the customer.

04Availability

For the cloud service, the availability agreed in the Order applies. It excludes announced maintenance windows and outages we are not responsible for, such as force majeure, internet disruptions outside our control, or outages of third-party services the customer has connected.

05Users and seats

Actana is licensed per user. A seat belongs to one named person and may not be shared; external users (for example the customer's own customers in a portal) need their own external seats. The customer keeps credentials secret, manages its users' roles and permissions, and tells us without delay if it suspects misuse.

06Customer obligations

The customer uses Actana only within the law and these Terms. In particular, it will:

• not process illegal content or infringe third-party rights,
• not circumvent security measures or reverse-engineer the software, except as permitted by § 69e UrhG,
• comply with the terms of the third parties whose services or AI models it connects through Actana,
• make sure it is entitled to process the data it brings into Actana.

07AI features

Actana uses AI models chosen by the customer. Output from AI models can be incomplete or wrong. The customer checks output before relying on it, in particular for decisions with legal or financial effect, and decides which steps need approval by a person.

Masking by Actana Model replaces the types of private data configured by the customer with placeholders before a request leaves Actana. The customer decides which data types are masked and remains responsible for the data it sends to third-party models. Third-party models are subject to their providers' terms.

08Integrations and third-party services

Integrations connect Actana to third-party services with which the customer has its own contracts. The providers of those services are responsible for their availability, changes and content.

09Fees and payment

The prices in the Order apply. All prices are exclusive of statutory VAT. Seats are billed monthly or yearly in advance, as set out in the Order; usage-based services in arrears; and services on a time-and-materials basis or at the agreed fixed price.

Invoices are due within 14 days of receipt without deduction. If the customer is more than 30 days late with a significant amount, we may suspend access, after notice in text form, until payment is received.

We announce price changes for a renewal term in text form at least three months before it starts. In that case, the customer may terminate at the end of the current term.

10Rights of use and ownership

For the term of the contract, the customer receives the simple, non-transferable right to use Actana to the agreed extent for its own business purposes. All other rights in Actana remain with us. Included open-source components are subject to their own licences.

The customer's data, and the apps, flows and agents the customer builds in Actana, belong to the customer. We use customer data only to provide our services and not to train models, unless the customer expressly agrees.

11Data protection and data at the end of the contract

Where we process personal data on the customer's behalf, the parties sign a data processing agreement under Art. 28 GDPR. Otherwise our privacy notice applies.

After the contract ends, the customer can export its data in common formats for 30 days. We then delete it, unless the law requires us to keep it.

12Confidentiality

Each party keeps the other party's confidential information that it learns under the contract confidential and uses it only for the contract. This obligation continues for three years after the contract ends. It does not apply to information that is public, was lawfully obtained from third parties, or must be disclosed by law.

We name the customer as a reference only with its prior consent.

13Defects

We remedy defects in our services within a reasonable time. The customer reports defects without delay, in text form, with a description we can reproduce.

For the cloud service, no-fault liability for defects that already existed when the contract was made (§ 536a(1), first alternative, BGB) is excluded. Where software is provided for self-hosting, claims for defects become time-barred one year after delivery, except in the cases of unlimited liability under the next section.

14Liability

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

For slight negligence, we are liable only for breach of essential contractual obligations, meaning obligations whose fulfilment makes proper performance of the contract possible in the first place and on which the customer may regularly rely. Our liability is then limited to the foreseeable damage typical for this type of contract.

For loss of data, unless caused by intent or gross negligence, we are liable only for the effort that would have been needed to restore it had proper backups been made; for self-hosted installations, backups are the customer's responsibility.

These limitations also apply to our employees and agents.

15Term and termination

The term and notice periods are set out in the Order. If there is none, the term is twelve months and renews for twelve months at a time unless either party gives notice three months before it ends. Monthly contracts can be terminated at the end of any calendar month.

The right to terminate for good cause remains unaffected. Notice of termination must be given in text form.

16Trials and pilots

We provide free trials, demos and pilot access without any commitment to specific features or availability. For these, we are liable only for intent, gross negligence and the other cases of unlimited liability.

17Changes to these Terms

We may change these Terms with effect for the future, provided the change does not affect the main obligations. We announce changes in text form at least six weeks before they take effect. If the customer does not object within that period, the changes are deemed accepted; we point this out in the notice. If the customer objects, either party may terminate the contract as of the date the changes take effect.

18Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from the contract is Cologne (Köln), if the customer is a merchant, a legal entity under public law or a special fund under public law.

If any provision is invalid, the rest of the contract remains valid. These Terms are available in German and English; if they differ, the German version prevails.