Terms and Conditions

These General Terms and Conditions ("Terms") govern the business relationship between Omnora GmbH, Gutleutstraße 163-167, 60327 Frankfurt am Main, ("Omnora") and its customers in connection with the provision of web-based software solutions.

§ 1 Scope

These Terms apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Use of Omnora's services by consumers within the meaning of Section 13 BGB is not intended. Any conflicting or deviating terms of the customer shall not apply unless Omnora has expressly agreed to their validity in writing.

§ 2 Subject matter of the contract

The subject matter of the contract is the provision of a web-based software solution (Software-as-a-Service) for securing, surfacing, and sharing knowledge and intelligence within organizations, the specific scope of which is set out in the relevant service description in the offer or order. Omnora makes the software available for use over the internet; the source code is not provided.

§ 3 Trial access and ordering process

Omnora may provide prospective customers with free, time-limited trial access to the software, which ends automatically without requiring notice of termination. The contract for paid use of the software is concluded upon a written or text-form order by the customer and its confirmation by Omnora, but no later than upon activation of access.

§ 4 Usage rights

For the duration of the contract, Omnora grants the customer a simple, non-exclusive, and non-transferable right to use the software to the agreed extent for the customer's own business purposes. Sublicensing, subleasing, or any other transfer of usage rights to third parties, whether for consideration or free of charge, is not permitted without Omnora's prior written consent.

§ 5 Data storage

Omnora secures the customer's data through daily backups and appropriate measures to protect against malware. The customer remains the unrestricted owner of all data it enters into the software. Following termination of the contract, the customer's data is retained and available for retrieval for a period of 90 days and is then permanently deleted, unless statutory retention obligations require otherwise.

§ 6 Support

Omnora provides the customer with a free help center (help.omnora.com) containing guides and documentation for self-service use. Additional support services, such as prioritized support with guaranteed response times or a dedicated point of contact, can be booked as part of paid support tiers.

§ 7 Service availability

Omnora guarantees average annual availability of the software of 98%, measured from the point of handover to the internet. Excluded from this are maintenance windows, which generally take place on weekdays between 9:00 a.m. and 5:00 p.m. and are announced to the customer in advance where possible. In the event of critical errors that entirely prevent use of the software, Omnora will respond within eight hours during normal business hours.

§ 8 Customer obligations

The customer undertakes not to use the software to create, store, or distribute unlawful content. Access credentials must be kept confidential and protected against unauthorized access by third parties. Files that the customer uploads to the software must be scanned for malware using up-to-date antivirus software prior to upload.

§ 9 Pricing and payment terms

The prices agreed in the offer or order apply, plus statutory value-added tax. Omnora is entitled to adjust prices reasonably with effect for the respective following contract term, for example to offset increased costs. Objections to an invoice must be raised in writing within eight weeks of receipt of the invoice; otherwise, the invoice is deemed accepted.

§ 10 Liability

Omnora is liable without limitation in cases of intent and gross negligence, as well as under the provisions of the German Product Liability Act. Otherwise, Omnora's liability for ordinary negligence is limited to breaches of material contractual obligations (cardinal obligations) and to the foreseeable damage typical for this type of contract. Omnora is not liable for the loss of data unless the loss is due to Omnora's gross negligence or intent and would not have been avoidable even with data backup measures appropriate to the risk performed by the customer.

§ 11 Term and termination

The contract automatically renews for the respective agreed term unless terminated by either party with one month's notice before the end of the contract term. The right of either party to terminate for cause without notice, in particular in the event of a material breach of a substantial contractual obligation, remains unaffected.

§ 12 Confidentiality

Both parties undertake to treat all confidential information obtained from the other party in the course of performing the contract as strictly confidential and to use it only for the purpose of fulfilling the contract. This obligation continues to apply beyond the termination of the contract.

§ 13 Governing law and venue

All legal relationships in connection with this contract are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main.

§ 14 Miscellaneous

Individual agreements between Omnora and the customer, in particular in a quote, an order form or a separate contract, take precedence over these Terms. Amendments and additions to the contract must be made at least in text form (for example by email or confirmation in the online ordering process). Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic intent of the original provision.