EN: Terms Of Service

Version dated 26 September 2026. Applies to orders for which this version is supplied and accepted; earlier contracts are not amended retrospectively.

1. Parties And Scope

Octomatica / Octodus (the “Service”) is supplied by the Provider expressly identified before payment. Only the relevant seller module applies:

German Provider: A-Z Geschäftsbesorgungs UG (haftungsbeschränkt), Amtsgericht Berlin (Charlottenburg), HRB 239083, Wilhelm-von-Siemens-Straße 16-18, 12277 Berlin, Germany, represented by Managing Director Oliver Sauereßig; labs@octodus.com.

The Service is offered to business customers only: entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), that is companies and individuals acting in the exercise of their trade, business or independent profession. The Provider concludes contracts only with such business customers. The Customer contracts for a business or organisation they run or are authorised to represent. Interface language does not select the Provider. Order, invoice and payment-recipient details must correspond; report any discrepancy before paying.

2. Service

The Provider supplies access to the platform, AI computation and tools for research, documents, code, media, integrations and automation. Unless a separate order promises a specific deliverable, charges are for use of the Service, not a guaranteed business outcome. The selected offer's technical and functional characteristics are disclosed before ordering. Bespoke development or implementation, including Octo Labs, requires a separate agreement on scope, price and acceptance; these Terms do not replace it.

3. Contract Formation And Documents

Before ordering, the Customer may review and correct their details and read these Terms, the offer, tariff and Privacy Policy. Acceptance of the Terms requires an affirmative action. Acknowledging the Privacy Policy is not consent to every processing operation. Before every paid order the Customer confirms, in a required declaration that is not pre-ticked, that the services are purchased for business use, that the Customer acts as a business (§ 14 BGB), and that the Customer accepts these Terms and the Privacy Policy. The time of the declaration and the version of its text are recorded. A payment obligation requires a clearly labelled confirmation, not registration or an invoice download alone.

An online order contract is formed when the Provider confirms acceptance on the displayed terms; a payment for an unaccepted order must be returned. Section 6 governs invoice orders. Confirmation identifies the Provider, service, price, energy quantity and applicable terms, with a retainable copy of the documents. Individually agreed terms prevail within their agreed scope; mandatory law always prevails. An invoice cannot silently change these Terms.

4. Accounts, Workspaces And Teams

The Customer provides accurate information and safeguards account access. A company representative must be authorised to order. Workspace permissions and the selected payer determine who may initiate chargeable work; joining a workspace alone does not make a person liable for another person's orders. The Customer manages access they grant and reports suspected compromise. Responsibility for authorised users follows law and agreed authority, not an unconditional transfer of every platform risk to the Customer.

5. Energy, Prices And Consumption

Energy is an internal usage-accounting unit, not equity or a means of paying third parties. Currency, total price, tax treatment, paid energy, bonus and mandatory charges are displayed before payment. The price of the particular order applies. For top-ups, 10 energy corresponds to EUR 1 net. The minimum top-up is EUR 5 net (50 energy). Top-up energy and energy packs never expire. Buying a top-up or an energy pack does not itself create a subscription or authorise automatic payments; subscriptions are governed by section 5a.

Consumption follows the tariff supplied before use and identified in the order confirmation, explaining chargeable model computation, tools, multipliers, rounding and retry rules. No fixed advance price for an individual task is promised. Actual consumption appears in usage history; an explanation of charges is available on request. An unsuccessful or incomplete result may involve actual chargeable consumption under the disclosed rules, without removing rights concerning defective service.

A Customer-requested retry may be a new chargeable operation. An automatic retry does not authorise undisclosed extra charges. Duplicate charges and consumption caused by a verified platform defect are corrected. Following a stop request, new operations cease as quickly as technically possible; completed operations are not automatically reversed. Undisclosed, unauthorised purchases from third parties are not the Customer's payment obligation. New chargeable work may pause when the balance is exhausted; no unlimited credit facility is supplied.

Octodus checkout prices in EUR are net prices; VAT is added on top at checkout. A buyer in Germany is charged 19% German VAT. A business buyer in another EU member state whose VAT identification number is confirmed by the EU VIES service is charged 0% under the reverse-charge procedure and accounts for the VAT itself; if VIES does not confirm the number, German VAT is charged. A buyer outside the EU is charged 0% because the service is not taxable in Germany.

5a. Subscription Plans

A subscription plan grants a fixed amount of energy for each period of 30 days. Plan prices are net prices in EUR; VAT is added on top at checkout under the rules in section 5. The plans and prices on offer are shown at checkout and in the dashboard and may change for new subscriptions. For information only, the plans offered on the date of this version are:

• Plus: EUR 25 net per period; 250 energy per period; no rollover.
• Starter: EUR 79 net per period; 790 energy per period; no rollover.
• Growth: EUR 159 net per period; 1,749 energy per period (1,590 plus a 10% bonus); rollover up to 600 energy.
• Scale: EUR 399 net per period; 4,589 energy per period (3,990 plus a 15% bonus); rollover up to 1,500 energy.

Period energy is credited when the payment for that period succeeds. Energy is spent in this order: first the energy of the current period, then energy rolled over from the previous period, then top-up energy.

Rollover: when a period ends and the subscription renews, the unspent energy of that period, up to the plan's rollover cap, is carried into the next period only; the rest expires. Carried energy expires at the end of the period into which it was carried, whether used or not; it is never carried again and never accumulates beyond the cap. On plans without a rollover cap, unspent period energy expires at the end of the period.

If the subscription does not renew, because it was cancelled or because the renewal payment finally failed, unspent subscription energy (period energy and carried energy) expires at the end of the paid period. Energy carried into a period that is never paid expires when the subscription stops.

Renewal: the subscription renews automatically at the end of each period. At checkout the Customer authorises the Provider to charge the saved card for each renewal without asking again (a merchant-initiated charge). Each renewal is charged at the plan's price plus VAT under the same VAT treatment as the original order. A reminder email is sent 3 days before each renewal. If a charge is refused, it is retried once a day, up to 3 attempts in total; after the third refusal the subscription ends. If the bank requires the Customer to authenticate, the Provider sends an email with a confirmation link, and nothing is charged until the Customer confirms.

Plan changes, whether upgrade or downgrade, take effect at the next renewal; the running period is unchanged. The Provider may change the plans on offer and the terms of a plan (price, energy or rollover cap). A change applies to an existing subscription only from the first period that begins after the Provider has notified it by email, at the latest in the reminder sent 3 days before that renewal; the running period is unchanged. The Customer may cancel before that period begins.

Cancellation: the Customer may cancel at any time in the dashboard. Cancellation stops the next renewal; the energy and benefits of the current period remain available until the period ends. There is no pro-rata refund for the running or any unused part of a period. Mandatory statutory rights remain unaffected.

Refunds and invoices: every payment is invoiced by email. If the Provider refunds a subscription period's payment in full or in part, the energy granted for that period is removed in proportion to the refunded amount, and a credit note is issued under section 7.

The subscriber receives these emails: subscription started (with the invoice sent separately); a renewal charge notice with its invoice; a renewal reminder 3 days before each renewal; a failed-renewal notice stating the next retry date or that the subscription has ended; for plans with rollover, a period summary at renewal showing the energy carried and expired; and a cancellation confirmation.

6. Company Payment By Invoice

An authorised representative enters company billing details and the amount, checks the purpose and target account/payer, and downloads an invoice. The invoice offers the specified top-up on its stated terms; downloading is not payment and creates no obligation to pay. Unless separately agreed, full or partial payment in accordance with the invoice accepts the offer to the extent paid. The invoice references a specific accessible version of these Terms.

After actual receipt of money, an authorised administrator manually reconciles the payment and credits energy for the full or partial amount received under the invoice terms. Each receipt records money received, corresponding energy and the portion already credited. A later payment credits only the new amount not previously credited. A payment instruction or screenshot alone is not proof of receipt. Reprocessing does not create duplicate credit; the unpaid invoice portion is not marked paid. Crediting an advance is not complete performance of future services and does not remove refund rights. An administrative grant without money received is a separate award, not invoice payment or an increase in the refundable monetary balance.

Partial payments may be credited after reconciliation without waiting for the balance. Overpayments, incorrect references and payments against cancelled or lapsed offers require an agreed allocation; disputed amounts are not consumed beforehand, and unused money is returned to the payer if no agreement is reached. These Terms impose no invoice expiry or fixed manual-reconciliation period. Any deadline in a particular invoice concerns the payment offer, not energy validity. The Customer may request reconciliation status using the Provider's contact; applicable statutory deadlines remain effective.

Tax documents follow the Provider's actual status and applicable law. A payment invoice does not replace a required receipt or other fiscal document. VAT exemption, NPD status, reverse charge and a service-acceptance certificate are not automatically applicable to every seller. Editing a saved billing profile does not rewrite an earlier invoice; corrections are documented separately.

7. Balances, Refunds And Disputed Charges

Unused paid energy from top-ups and energy packs does not expire. Subscription energy expires as set out in section 5a. Bonuses are not money paid by the Customer and are not refundable in cash; their conditions must be disclosed when granted and cannot be worsened retrospectively. Paid and bonus balances are accounted for separately. Their consumption order is disclosed in the tariff and is not changed retrospectively.

The Customer may stop further use and request a refund of unused paid energy from top-ups and energy packs at its acquisition price, taking account of actual usage and previous refunds. No separate fee is charged for that balance refund. It is returned to the payer by the original method unless another lawful method is agreed. Suspected errors may be reported with the order or task reference; the Provider checks the records and explains the calculation. Lacking a complete technical log does not bar a claim. A legally required monetary refund is not replaced with bonuses without consent. Every payment is invoiced by email. If the Provider refunds a payment in full or in part, it issues a credit note (Stornorechnung) referencing the original invoice. Refunds of subscription payments are also governed by section 5a.

Mandatory statutory rights to remedy, price reduction, compensation and refund remain unaffected.

8. Instructions And External Actions

The Customer defines the task and permitted resources. Connecting an integration gives technical access, not permission for every action. Publication, external messages, data changes or deletion, deployment and external purchases are permitted only within expressed instructions. If the action and its material parameters are not covered, separate confirmation from an authorised user is required before execution. A recurring mandate must define actions, objects, triggers and spending limits; it is not unlimited authority.

Authority may be revoked for future actions through the task-control channel or support. Completed actions may be irreversible. The Customer reviews important results, but this duty does not excuse the Provider from exceeding agreed authority. This clause does not promise that every AI error can technically be prevented.

9. Integrations And Acceptable Use

The Customer supplies only access and materials they may lawfully authorise and complies with applicable connected-service terms. Connection methods and requested permissions are explained when connecting; access can be revoked. External APIs are not guaranteed to remain unchanged, but the Provider remains responsible for its own obligations.

Unlawful activity, infringement, unauthorised access, malicious use, circumventing safeguards and unauthorised resale of access are prohibited. Non-waivable rights, including lawful interoperability research, are not excluded. Do not submit specially protected data into a mode lacking the necessary agreed legal and technical safeguards. AI is not a substitute for professional legal, medical or financial advice or human decisions.

10. Materials And Results

Rights in inputs remain with their rightsholders. The Customer grants only the rights needed to process, store and transmit materials through agreed functions to provide the Service. This is not a general advertising, publication or model-training licence.

As between the parties, rights in results created for the Customer belong to the Customer to the extent those rights exist and can be granted; necessary transferable Provider rights in those results are granted to the Customer for use, modification and distribution. The Provider retains platform rights, not ownership of results merely because its platform produced them. Results may be exported and used externally, including commercially, subject to law and third-party rights. Libraries, models and media retain their own licences; material restrictions are disclosed before selecting the relevant mode. AI results may be non-unique or ineligible for exclusive protection.

11. Data And Confidentiality

Processing of account and billing details, messages, files, results, technical records and project memory is explained in the Privacy Policy supplied when ordering and identified in the confirmation, including purposes, bases, recipients, transfers, retention periods or criteria and rights. These Terms do not replace privacy notices, separate consent where needed, or a processing agreement for relevant processing on the Customer's behalf.

Each party uses the other's non-public materials to perform the contract and discloses them only to authorised participants, necessary service providers under appropriate obligations, or as required by law. Consider team access before uploading. Message deletion, workspace departure, integration disconnection and account deletion have different consequences; deletion requests are assessed for the specified data, managed copies and memory, subject to lawful retention. This document promises neither universal upstream no-training, one country for all processing, nor immediate backup deletion.

12. Availability And Service Changes

Maintenance or faults may temporarily affect availability; no fixed SLA is provided without a separate agreement. This does not remove requirements for quality, security, provision or necessary updates. Features may change for valid security, legal-compliance or external-compatibility reasons. Material degradation is not permitted arbitrarily. Material changes, their date and Customer rights are notified in advance in a retainable form, except for lawful urgent measures. All applicable mandatory requirements concerning notice, absence of extra costs, continued access, termination and refunds remain fully effective.

13. Suspension, Termination And Export

The Customer may terminate for the future and request export and settlement. The Provider may restrict necessary functions for material breach, nonpayment or a real security threat. Restrictions must be proportionate; where possible, reasons and an opportunity to remedy are provided first. Urgent restrictions may precede notice, followed by an explanation where law permits. The Customer may challenge the decision through the Provider's contact.

For apps deployed through Octo Apps, if the app owner's balance remains below zero for 30 consecutive calendar days, the deployed app may be deleted. Its source code is retained. Data stored inside the deployed app is permanently and irrecoverably lost when the deployed app is deleted.

For ordinary closure or discontinuation, the Provider gives advance export instructions and a reasonable opportunity to obtain available materials. A secure transfer method is used where direct access is unsafe, subject to legal restrictions and third-party rights. Suspension is not automatic forfeiture of the paid balance or immediate erasure of all data. Section 7 governs final settlement; section 11 and law govern retention and deletion.

14. Liability

The parties are liable under applicable law. Nothing excludes liability for intent, gross negligence, death or personal injury, or liability that cannot lawfully be limited. AI warnings, third-party outages and review duties do not excuse the Provider's own obligations. These Terms introduce no general numerical liability cap or blanket exclusion of indirect losses. Force majeure is assessed under law and does not authorise retaining payment for unprovided performance without a legal basis.

15. Amendments And Governing Law

Each new version has an effective date and can be saved; the version applicable to an order is retained. Material changes to prices, authority or obligations are not retrospective. Existing contracts require agreement where law requires it; silence is not universal acceptance. Rejecting new terms does not remove rights in an existing paid balance. Changes to the terms of a subscription plan are governed by section 5a.

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) to the extent it can be excluded; translating this document does not change that law. Jurisdiction and international competence follow the statutory rules. Invalidity of a clause does not displace mandatory law or automatically replace it with the most Provider-favourable permissible term.

16. Complaints

Contact the selected Provider under section 1 about payments, results, access or refunds. An order reference and explanation are helpful; statutory rights do not depend on a special form. The Provider handles requests within applicable statutory deadlines. Support contact does not restrict access to courts or competent authorities.