Effective Date: 28 November 2025
ACKNOWLEDGING AND ACCEPTING THESE TERMS AND CONDITIONS (THE "agreement") GOVERNS THE CUSTOMER'S ACCESS TO AND USE OF THE SOFTWARE-AS-A-SERVICE PLATFORM "offgen," INCLUDING ANY RELATED APPLICATIONS, ADD-INS, FEATURES, FUNCTIONALITIES, DOCUMENTATION, AND SUPPORT SERVICES (COLLECTIVELY, THE "services"), PROVIDED BY RM HOLDING GMBH, REGISTERED WITH THE LOCAL COURT (AMTSGERICHT) MEMMINGEN UNDER HRB 21740, WITH ITS REGISTERED ADDRESS AT AUCHTWEIDE 32, D-87775 SALGEN, GERMANY (THE "provider").
BY INSTALLING, ACCESSING, OR USING THE SERVICES, THE CUSTOMER REPRESENTS AND WARRANTS THAT IT IS A BUSINESS USER (B2B), POSSESSES THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF ITS ORGANISATION, AND CONSENTS TO BE LEGALLY BOUND BY ALL TERMS SET FORTH HEREIN. IF THE CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, THE CUSTOMER MUST NOT INSTALL, ACCESS, OR USE THE SERVICES.
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SET FORTH BELOW ("definitions").
"customer" means the business entity or organisation that installs, accesses, or uses the services, and on whose behalf an authorized representative accepts this agreement.
"services" means the software-as-a-service platform "offgen," including any associated applications, add-ins, features, functionalities, updates, documentation, support offerings, and related components provided by the provider.
"provider" means RM Holding GmbH, registered with the Local Court (Amtsgericht) Memmingen under HRB 21740, with its registered address at Auchtweide 32, D-87775 Salgen, Germany.
"account" means the authenticated access identity created via the customer's Microsoft Office 365 credentials, enabling use of the services.
"subscription" means the paid, recurring license model chosen by the customer that governs the duration, scope, and pricing of access to the services.
"trial period" means the fourteen (14) calendar days during which the customer may use the basic version of the services without charge, subject to this agreement.
"third-party providers" means external vendors or service providers that support the operation of the services, including but not limited to OpenAI, Anthropic, Google Gemini, PostHog, AWS, Neon, Hetzner, Stripe, and Microsoft.
Determining the extend of contractual reach
This agreement applies exclusively to business customers and does not extend to consumers. By accessing or using the services, the customer confirms that it acts in a commercial or professional capacity and holds the legal authority to bind its organisation.
The services are offered only in jurisdictions where the provision and use of software-as-a-service platforms of this nature are lawful. The customer is solely responsible for ensuring compliance with local laws and regulations when accessing or using the services.
The provider uses commercially reasonable efforts to ensure the availability and technical operational readiness of the services. The availability target of 99.9% average annual operational readiness refers exclusively to the provider's own infrastructure and systems directly operated or controlled by the provider.
Periods of reduced availability caused by: (a) scheduled maintenance or updates, (b) emergency maintenance required for security or stability, (c) outages or disruptions attributable to third-party providers (including hosting providers, Microsoft 365, AI model vendors, or network operators), or (d) circumstances beyond the reasonable control of the provider, shall not be included in the calculation of operational readiness.
Such interruptions do not constitute a breach of this agreement. The stated availability target is a good-faith performance objective and does not represent a binding service-level commitment unless otherwise agreed in writing.
In case of any inconsistency between this agreement and any order form, documentation, or communication issued by the provider, this agreement prevails unless expressly agreed otherwise in a written document signed by both parties.
Regulating the prerequisites for authorised use
To access and use the services, the customer must create an account authenticated through its Microsoft Office 365 credentials. During this process, the provider may retrieve certain information from the customer's Microsoft tenant, including the preferred username, name, email address, and tenant ID, for the purpose of enabling secure and streamlined authentication.
The customer is responsible for ensuring that its authorised users maintain the confidentiality of access credentials and comply with this agreement. Any use of the services through the customer's account shall be deemed authorised by the customer. The customer must notify the provider immediately upon becoming aware of unauthorised access or any security incident affecting its account.
The customer may install and use the services on an unlimited number of devices, including parallel installations, provided that all installations are used solely by the same individual user to whom the licence has been assigned.
Use of a single licence by multiple individuals—whether sequentially, concurrently, or through shared credentials—is strictly prohibited. The customer shall ensure that: (a) each natural person using the services holds a valid, individual licence, (b) user accounts and authentication credentials are not shared, transferred, or reused across multiple individuals, (c) access to the services is restricted to authorised personnel within the customer's organisation.
Any form of licence pooling, user multiplexing, or shared use beyond the assigned individual violates this agreement and may result in suspension of access or additional fees.
In certain cases, installation of the services via the Microsoft Store may require prior approval from the customer's IT administration, which may be granted or managed through the Microsoft Office 365 Admin Center. The customer is solely responsible for securing any such approvals.
Regulating the permissible scope of functional utilisation
Upon the commencement of a valid subscription, the provider grants the customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the services for the duration of the subscription and exclusively for the customer's internal business purposes. No other rights are granted, whether express or implied.
The customer shall not, directly or indirectly, (a) reproduce, modify, adapt, translate, or create derivative works of the services; (b) decompile, reverse engineer, disassemble, or attempt to extract the source code of the services; (c) circumvent, disable, or interfere with security or access-control mechanisms; (d) resell, rent, lease, or otherwise provide access to the services to third parties; or (e) use the services to build or assist in the development of competing products or services.
The customer shall not use the services to generate, upload, transmit, or disseminate content that is unlawful, harmful, defamatory, discriminatory, infringing, or otherwise objectionable. The customer remains solely responsible for the legality and appropriateness of all content created, processed, or shared through the services.
The customer shall ensure that all authorised users comply with this agreement. Any breach by an authorised user shall be deemed a breach by the customer. The provider reserves the right to suspend or restrict access to the services if continued use poses a threat to the security, integrity, or lawful operation of the services.
The provider retains all ownership, intellectual property rights, and other rights in the services, including all updates, enhancements, and modifications. Except for the limited license expressly granted under Section 4.1, no rights are transferred to the customer.
Regulating the financial and temporal conditions of service access
The provider may offer the customer a limited, temporary trial period for the basic version of the services. The duration, scope, and availability of any trial period are determined solely at the discretion of the provider and may be modified, suspended, or terminated at any time without prior notice and without the need to provide reasons.
During the trial period, the customer may access and use the services free of charge, subject to all terms of this agreement. The provider may restrict features, impose usage limits, or deactivate the customer's trial account at any time.
Upon expiration or termination of the trial period, continued access to the services requires activation of a valid subscription. The provider has no obligation to store, maintain, or provide access to any data generated during a trial unless a subscription is activated.
The services are offered under monthly or annual subscription plans. The chosen subscription defines the duration, pricing, and features available to the customer. Enterprise customers may additionally configure certain advanced functionalities, including AI model selection.
All fees associated with the subscription are due in accordance with the billing frequency selected by the customer in the offgen admin portal. Prices are exclusive of applicable taxes, unless otherwise stated. The customer authorises the provider or its designated payment processor to automatically charge fees using the payment method provided.
Unless the customer terminates the subscription in accordance with Section 6, each annual subscription will automatically renew for successive twelve (12) month periods and every monthly renew for successive one (1) month period. The customer is responsible for maintaining accurate payment information to allow successful renewal.
If a payment cannot be processed, the provider may (a) suspend the customer's access to the services, (b) restrict certain functionalities, or (c) terminate the subscription, provided that the customer has been given reasonable notice. Suspension or termination due to non-payment does not relieve the customer of its outstanding payment obligations.
All payments made under this agreement are non-refundable except where required by applicable law. The customer remains liable for all fees incurred until the effective date of a valid termination pursuant to Section 6.
Regulating the duration and cessation of contractual obligations
This agreement remains in effect for the duration of the customer's active subscription, beginning on the date of activation and continuing until terminated in accordance with this Section 6. Access to the services is contingent upon a valid and fully paid subscription.
The customer may terminate an annual subscription by providing written notice at least three (3) months prior to the end of the current twelve (12) month term. Termination becomes effective at the end of the respective subscription term. No refunds shall be issued for partial terms, unused services, or early termination.
The provider may terminate this agreement or suspend access to the services with immediate effect if the customer (a) materially breaches this agreement, (b) fails to remedy a non-material breach within a reasonable period following written notice, (c) fails to pay fees when due, or (d) engages in unlawful or harmful use of the services. The provider may additionally terminate the services for convenience with reasonable notice, provided that the customer receives a pro-rata refund of any prepaid fees for the remaining subscription term.
Upon termination of this agreement, all rights granted to the customer under Section 4.1 immediately cease. The customer must discontinue all access to and use of the services, including removal of any associated add-ins from user devices. The provider may irreversibly delete customer data stored within the services, unless retention is required by applicable law. The customer remains responsible for all fees accrued prior to the effective termination date.
Provisions of this agreement that by their nature should reasonably survive termination—including confidentiality, intellectual property rights, payment obligations, limitations of liability, and governing law—shall remain in full force and effect.
Governing the collection, handling, and protection of customer data
The provider processes personal data exclusively in accordance with the requirements of the General Data Protection Regulation (GDPR) and all other applicable data protection laws. The customer acknowledges that the processing of personal data is governed by the provider's separate privacy policy (the "privacy policy"), which forms an integral part of this agreement. In the event of a conflict between this agreement and the privacy policy, the privacy policy prevails solely with respect to data protection matters.
Customer data is stored and processed on secure infrastructure operated by the provider's selected hosting partners. The primary storage location is determined by the customer's region and may be located within the European Union, the United States, or another applicable regional hosting zone. Data is hosted as close as reasonably possible to the customer's geographical or organizational location, unless otherwise required by law or contract. The provider implements technical and organisational measures to safeguard the confidentiality, integrity, and availability of customer data.
To operate the services, the provider relies on several third-party providers under GDPR-compliant data processing agreements, including but not limited to:
These providers support authentication, hosting, analytics, payment processing, and the operation of AI features. The provider remains responsible for ensuring that all such partners comply with applicable data protection standards.
AI-generated content and prompts may be processed in the provider's cloud environment, or — depending on the customer's enterprise configuration — via a custom AI model or infrastructure chosen by the customer. AI processing occurs solely for the purpose of providing the services and is not used to train external models, except where the customer explicitly opts in.
All content created, uploaded, or processed by the customer through the services, including slide content and AI-generated outputs (collectively, "customer content"), remains the exclusive property of the customer. The provider receives only a limited, non-exclusive right to process customer content as necessary to deliver the services.
The provider may collect anonymised or aggregated usage data to improve the performance, security, and functionality of the services. Such data shall not include personal data or customer content, nor shall it be used to train AI models.
Safeguarding the proprietary rights associated with the services
All intellectual property rights in and to the services, including without limitation all software components, source code, executable code, designs, algorithms, interfaces, documentation, updates, enhancements, and derivative works, are and remain the exclusive property of the provider. No ownership rights are transferred to the customer under this agreement.
All customer content, as defined in Section 7.5, remains the exclusive property of the customer. The provider does not claim any ownership rights in customer content and only processes such content as necessary to deliver and maintain the services.
If the customer voluntarily provides feedback, suggestions, or recommendations relating to the services ("feedback"), the customer grants the provider a perpetual, irrevocable, non-exclusive, royalty-free, and worldwide license to use, modify, and incorporate such feedback into the services or any related technologies, without any obligation to compensate the customer. The customer warrants that the feedback does not infringe third-party rights.
The customer shall not remove, obscure, or alter any copyright notices, trademarks, proprietary legends, or other intellectual property markings present within the services. Any unauthorised use or reproduction constitutes a violation of intellectual property law and may result in immediate suspension or termination of the services.
Governing the operation, limitations, and responsibilities associated with AI-driven features
The services include functionalities that rely on artificial intelligence systems ("ai features"). AI prompts, inputs, and outputs may be processed within the provider's cloud environment or, where applicable, using a custom model or infrastructure selected by the customer under an enterprise subscription. AI processing occurs solely for the purpose of delivering the services, and the provider does not use customer data to train external AI models unless the customer expressly opts in.
The customer acknowledges that AI-generated content may be incomplete, inaccurate, erroneous, or inappropriate and that such content is produced algorithmically without human review. The customer remains solely responsible for verifying the accuracy, suitability, and legality of all AI-generated outputs before using, distributing, or relying upon them. The provider disclaims all responsibility for any decisions or actions taken based on AI-generated content.
AI models used within the services operate according to statistical and probabilistic methods and may produce unexpected or unintended results. The provider does not warrant that the ai features will be uninterrupted, error-free, or suitable for any particular purpose. The customer must not rely on AI-generated output for critical decisions without independent verification.
The customer shall not use the ai features to generate harmful, discriminatory, misleading, unlawful, or infringing content. The customer bears sole responsibility for ensuring that all AI-generated output complies with applicable law, professional standards, and internal organisational policies.
Where the customer selects a custom AI model under an enterprise configuration, the customer is responsible for ensuring that such model complies with all applicable legal, regulatory, and contractual requirements. The provider assumes no liability for the performance, outputs, or data-handling practices of third-party AI models chosen by the customer.
Defining the scope and limitations of operational assistance and availability
Support for the services is provided through a structured, tiered support model. (a) First level support is delivered through the offgen documentation portal available at https://www.offgen.ai/docs, which constitutes the primary resource for guidance, troubleshooting, and product information. (b) Second level support is provided via email at support@offgen.ai and is offered on a commercially reasonable efforts basis during the provider's standard business hours. (c) Third level support, available exclusively under an enterprise subscription, consists of individual technical support sessions with a dedicated implementation engineer. No response or resolution times are guaranteed unless expressly agreed in a separate written agreement.
The provider aims to achieve an average annual operational readiness of 99.9%, as described in Section 2.3. This target is a non-binding performance objective and does not constitute a warranty or enforceable service level. Temporary service interruptions caused by maintenance, updates, system failures, or third-party dependencies do not constitute a breach of this agreement.
The performance and availability of the services may depend on external platforms and infrastructure, including Microsoft Office 365, hosting environments, payment processors, and AI model providers. The provider bears no responsibility for outages, interruptions, or performance issues arising from such external systems.
The customer must maintain accurate, valid, and up-to-date contact information to ensure the successful delivery of service-related communications, including support correspondence, maintenance notifications, and security advisories. The provider may deliver such communications via email, dashboard messages, or notifications within the services.
Limiting the scope of warranties and allocating the risk of service use
The services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the provider disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, or non-infringement. The provider does not warrant that the services will be uninterrupted, error-free, secure, compatible with all systems, or free of harmful components.
The customer acknowledges that AI-generated content may be incomplete, inaccurate, or unsuitable for the customer's specific application. The provider provides no warranty regarding the correctness, completeness, legality, or reliability of AI-generated outputs and shall not be liable for any decisions, actions, or consequences arising from the use of such outputs.
To the maximum extent permitted by applicable law, the provider shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, loss of business, loss of data, business interruption, or reputational harm, even if advised of the possibility of such damages.
Subject to Section 11.5, the provider's total aggregate liability under or in connection with this agreement, regardless of the form of action or theory of liability, is limited to the fees paid by the customer for the services during the twelve (12) months immediately preceding the event giving rise to the claim.
Nothing in this agreement shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law, including liability for death or personal injury caused by negligence, or for intentional misconduct or gross negligence.
The customer remains solely responsible for (a) the accuracy and legality of all customer content, (b) the configuration and use of AI features, (c) the interpretation and reliance upon AI-generated outputs, and (d) ensuring compliance with applicable laws and internal organisational policies.
Protecting the exchange and handling of sensitive information
"confidential information" means all non-public, proprietary, or otherwise sensitive information disclosed by one party to the other in connection with this agreement, whether in written, electronic, oral, or any other form. Confidential information includes, without limitation, business plans, technical data, trade secrets, pricing, specifications, financial information, product roadmaps, and security details. Confidential information does not include information that (a) is or becomes publicly available without breach of this agreement, (b) is lawfully received from a third party without restriction, (c) is independently developed without reference to the disclosing party's confidential information, or (d) must be disclosed pursuant to mandatory legal obligations.
Each party shall: (a) keep all confidential information strictly confidential, (b) use confidential information solely for the purposes of performing its obligations under this agreement, and (c) restrict access to confidential information to personnel or contractors who have a need to know such information for the execution of this agreement and who are bound by confidentiality obligations no less protective than those set forth herein.
If a party is legally required to disclose confidential information (e.g., pursuant to a court order, governmental request, or regulatory requirement), that party shall provide the other party with prompt written notice (where legally permissible) so that the other party may seek protective measures. The disclosing party shall limit disclosure to the minimum extent required by law.
Upon termination of this agreement, or upon the disclosing party's written request, the receiving party shall promptly delete or return all confidential information in its possession, unless retention is required by statutory obligations or legitimate internal compliance procedures. Any retained confidential information shall remain protected in accordance with this Section 12.
The obligations set forth in this Section 12 shall survive termination of this agreement for a period of five (5) years, or for such longer period as mandated by applicable trade secret laws.
Ensuring lawful and responsible utilisation of the services
The customer shall use the services only in compliance with all applicable laws, regulations, and regulatory requirements, including but not limited to data protection, intellectual property, export control, and competition laws. The customer is solely responsible for determining the legality of its use of the services within its jurisdiction and industry.
The customer shall not use the services to generate, transmit, store, or distribute any content that is unlawful, harmful, libelous, defamatory, discriminatory, obscene, threatening, infringing, or otherwise objectionable. The customer shall not use the services to violate the rights of any third party, including intellectual property, privacy, or contractual rights.
The customer shall not engage in any activity that disrupts, degrades, or interferes with the integrity or security of the services, including but not limited to introducing malware, probing or scanning systems, attempting unauthorised access, or performing load tests without prior written consent of the provider.
The customer shall not share access credentials, resell access to the services, or allow third parties to use the services except as expressly permitted by this agreement. Any such unauthorised use constitutes a material breach of this agreement.
The provider reserves the right to implement reasonable usage limits to ensure the stability, security, and performance of the services. If the customer's use materially exceeds normal business use patterns or poses risks to service integrity, the provider may request modification of usage behavior or apply technical restrictions.
In the event of suspected or actual non-compliance with this Section 13, the provider may, without prejudice to its other rights, temporarily suspend access to the services to protect the platform, other customers, or third parties. The provider shall notify the customer of any such suspension and provide reasonable information regarding its cause.
Determining the legal framework and procedures for resolving disputes
This agreement and all rights, obligations, and disputes arising out of or in connection with it shall be governed exclusively by the laws of the Federal Republic of Germany, without regard to its conflict-of-law principles or the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement shall be the courts located in Memmingen, Germany, provided that the parties are merchants (Kaufleute) within the meaning of the German Commercial Code (HGB). The provider retains the right to seek injunctive or equitable relief in any competent court to prevent or stop violations of intellectual property rights or misuse of the services.
Before initiating judicial proceedings, the parties shall make reasonable efforts to resolve disputes amicably through good-faith negotiations. The initiation of such negotiations does not suspend statutory limitation periods unless otherwise required by law.
The governing language for the interpretation, enforcement, and resolution of disputes under this agreement shall be English. Translations into other languages are for convenience only and do not affect the legal validity of the English version.
Regulating supplementary provisions essential to the enforcement of this agreement
If any provision of this agreement is held to be invalid, unlawful, or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.
This agreement may be amended or supplemented only by a written instrument issued by the provider. The provider may revise or update this agreement from time to time. The customer will be notified of material changes in a timely manner, and continued use of the services after such changes take effect constitutes acceptance of the revised agreement.
The customer may not assign, transfer, or delegate any rights or obligations under this agreement without the prior written consent of the provider. The provider may assign this agreement, in whole or in part, to an affiliate or successor entity, particularly in connection with a merger, acquisition, or corporate restructuring, without requiring customer consent.
This agreement, together with the privacy policy and any order forms or documents explicitly incorporated by reference, constitutes the entire agreement between the parties regarding the services and supersedes all prior or contemporaneous agreements, negotiations, or representations, whether written or oral, relating to the subject matter.
Notices under this agreement shall be provided in writing and delivered by email or other electronic means recognised by the provider as sufficient. Notices to the provider shall be sent to support@offgen.ai or to any updated address specified by the provider. Notices to the customer shall be sent to the email address associated with the customer's account.
Any failure by either party to enforce a right or provision under this agreement shall not constitute a waiver of that right or provision unless expressly acknowledged in writing. A waiver is valid only for the specific instance and purpose for which it was granted.