Terms of Use and General Terms and Conditions

This English version is provided for convenience only. Only the German version is legally binding (Ausschließlich die deutsche Fassung ist rechtsverbindlich).

1. Scope

1. These General Terms and Conditions (the "Terms") apply to all contracts between Just Growing GmbH and its customers concerning the use of the Obseria platform, including Obseria Pipeline and all associated software-as-a-service functions, interfaces, agents and documentation (the "Services"), as well as to the use of the website obseria.io.
2. The Services are offered exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded. By registering, the customer confirms that it acts in the exercise of its commercial or independent professional activity.
3. Deviating, conflicting or supplementary terms of the customer shall not become part of the contract unless Obseria expressly agrees to their validity in writing.
4. Individual agreements, in particular an order form or a separate master agreement, take precedence over these Terms. The service description, the pricing page and the data processing agreement apply in addition.

2. Contracting parties

The contract is concluded with Just Growing GmbH, Silberpappelstraße 9, 71364 Winnenden, Germany, registered with the commercial register of Amtsgericht Stuttgart under HRB 769889 ("Obseria", "we"). The customer is the company in whose name the account is registered or the order form is signed ("Customer"). Persons who register on behalf of the Customer warrant that they are authorised to represent it.

3. Conclusion of contract

1. The presentation of the Services on the website does not constitute a binding offer, but an invitation to submit an offer.
2. The contract is concluded either when the Customer completes the online registration and Obseria activates the account, or when both parties sign an order form. Obseria may refuse a registration without giving reasons, in particular if there are doubts about the Customer's business status.
3. The contract language is German. Translations are provided for information only.

4. Free trial

1. New customers may test the Services free of charge for 14 days. No credit card or other payment information is required for the trial.
2. The trial ends automatically after 14 days unless the Customer actively chooses a paid plan. It does not convert into a paid contract without the Customer's express declaration.
3. During the trial, Obseria may limit the volume of data ingested and the functions available. The availability commitment in section 5 and the warranty in section 12 do not apply to the trial; Obseria is liable during the trial only for intent and gross negligence, and in the cases of section 13 (1).
4. Data transmitted during the trial is deleted [period, e.g. 30 days] after the end of the trial unless the Customer switches to a paid plan.

5. Services and availability

1. The scope, features and technical requirements of the Services are set out in the current service description. Obseria provides the Services as software as a service via the internet; the Customer does not receive copies of the software beyond the agents and tools required for data collection.
2. Obseria guarantees an availability of 99.95% per calendar month for the production environment in accordance with the service description. Scheduled maintenance announced in advance and disruptions outside Obseria's sphere of influence (in particular force majeure, failures of the public internet, or faults in the Customer's systems) are not counted. Service credits and their calculation are governed by the service description.
3. Obseria continuously develops the Services. Obseria may change features, provided that the essential functions owed under the contract are not significantly impaired and the change is reasonable for the Customer. Obseria will announce material changes in good time.
4. Obseria may use subcontractors to provide the Services. Where personal data is processed, the rules on sub-processors in the data processing agreement apply.

6. Fees and billing

1. Fees are usage-based and are calculated per signal processed (such as logs, metrics, traces and events) in accordance with the pricing page valid at the time of conclusion of the contract or the order form. The number of users is unlimited and is not charged separately.
2. Obseria determines usage by means of its own metering. The Customer can view current usage in the platform at any time. Objections to an invoice must be raised in text form within [period, e.g. 30 days] of receipt; otherwise the invoice is deemed approved. Obseria will draw attention to this consequence on the invoice.
3. Usage is invoiced monthly in arrears unless a commitment or prepayment has been agreed. Invoices are due for payment within [payment term, e.g. 14 days] of receipt. All prices are net plus statutory VAT.
4. If the Customer is in default of payment, Obseria may, after a prior reminder with a reasonable deadline, suspend access to the Services until payment is made. Further statutory rights remain unaffected.
5. Obseria may adjust prices with a notice period of at least [period, e.g. eight weeks] before the end of a billing period. If the Customer does not agree, it may terminate the contract with effect from the date the change takes effect.

7. Customer obligations and acceptable use

1. The Customer shall keep access credentials secret, protect them against misuse by third parties and inform Obseria without delay if there is any suspicion of misuse. The Customer is responsible for all activities carried out through its accounts.
2. The Customer may not use the Services to transmit, store or process unlawful content, malware or content that infringes the rights of third parties.
3. The Customer shall refrain from impairing the security or integrity of the Services, in particular by attempting to bypass access restrictions, load tests or penetration tests without prior agreement, reverse engineering beyond what is permitted by law, or excessive use that endangers the stability of the platform.
4. The Customer may not resell the Services or make them available to third parties outside its own group of companies without Obseria's prior consent.
5. The Customer is responsible for ensuring that it is permitted to transmit the data it sends to the Services and, in particular, for configuring the PII masking functions in accordance with its own data protection requirements.
6. In the event of a material breach of these obligations, Obseria may temporarily block access, taking the Customer's legitimate interests into account. Obseria will inform the Customer of the block and lift it as soon as the reason no longer exists.

8. Customer data and data protection

1. All data that the Customer transmits to the Services, in particular telemetry data ("Customer Data"), remains the property of the Customer. Obseria processes Customer Data solely to provide the Services and in accordance with the Customer's instructions.
2. Where Customer Data contains personal data, Obseria acts as a processor on behalf of the Customer. The data processing agreement pursuant to Art. 28 GDPR, available on our data processing agreement page, forms an integral part of the contract and applies to all customers.
3. The Customer chooses the data location when setting up its account: EU (Frankfurt or Dublin), UK (London) or the Customer's own cloud account. Obseria does not move Customer Data out of the selected region without the Customer's instruction.
4. Obseria may use aggregated, anonymised usage and operational metrics that do not allow conclusions to be drawn about the Customer or individuals in order to operate, secure and improve the Services.

9. AI features

1. The Services include AI-assisted functions, such as anomaly detection, root cause analysis and natural language queries. These functions generate results automatically; the Customer shall review them before making decisions based on them.
2. Obseria never uses Customer Data, prompts or results to train or improve AI models, neither its own nor those of third parties. Any AI providers used as sub-processors are contractually prohibited from doing so.
3. AI features can be deactivated at the organisation level.

10. Intellectual property

1. For the term of the contract, Obseria grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Services for its own business purposes and for those of its affiliated companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG).
2. All rights to the Services, the software, the documentation and the trademarks remain with Obseria or its licensors. Open-source components are subject to their respective licence terms, which take precedence.
3. Obseria may use suggestions and feedback from the Customer to improve the Services free of charge, without any confidential information of the Customer being disclosed.
4. Obseria may name the Customer as a reference only with its prior consent.

11. Confidentiality

Both parties shall keep confidential all information of the other party that is marked as confidential or is recognisable as confidential from the circumstances, and use it only for the purpose of the contract. This obligation does not apply to information that was already publicly known or becomes so without breach of contract, was already lawfully known to the receiving party, was independently developed, or must be disclosed due to a statutory or official obligation. The obligation continues for [period, e.g. three years] after the end of the contract; trade secrets remain protected for as long as they qualify as such.

12. Warranty

1. Obseria warrants that the Services essentially conform to the service description during the term of the contract. The statutory provisions on rental agreements (§§ 535 et seq. BGB) apply, unless otherwise stipulated below.
2. No-fault liability for defects that already existed at the time the contract was concluded (§ 536a (1), first alternative, BGB) is excluded.
3. The Customer shall report defects to Obseria in text form without delay, with a comprehensible description. Obseria will remedy defects within a reasonable period. The Customer's right of termination under § 543 (2) sentence 1 no. 1 BGB is only applicable if Obseria has been given sufficient opportunity to remedy the defect and this has failed.

13. Liability

1. Obseria is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act (ProdHaftG) and to the extent that Obseria has assumed a guarantee.
2. In cases of slight negligence, Obseria is liable only for breaches of essential contractual obligations, i.e. obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract.
3. Otherwise, liability for slight negligence is excluded.
4. Liability for loss of data is limited to the typical restoration effort that would have been incurred if the Customer had made regular backups appropriate to the risk.
5. The above limitations also apply in favour of Obseria's executive bodies, employees and vicarious agents.

14. Term and termination

1. Contracts without an agreed minimum term run for an indefinite period and may be terminated by either party with a notice period of [notice period, e.g. 30 days] to the end of a calendar month. Contracts with an agreed minimum term or commitment are governed by the order form.
2. The right of each party to terminate for good cause remains unaffected. Good cause for Obseria exists in particular if the Customer is in default of payment of a significant amount for more than two months or seriously breaches the obligations under section 7 despite a warning.
3. Notices of termination must be given in text form.
4. After the end of the contract, the Customer may export its Customer Data for [period, e.g. 30 days]. Obseria will then delete the Customer Data in accordance with the data processing agreement, unless statutory retention obligations apply.

15. Changes to these Terms

Obseria may amend these Terms for valid reasons, in particular due to changes in the legal situation, case law or technical developments, provided that the amendment is reasonable for the Customer. Obseria will notify the Customer of amendments in text form at least [period, e.g. six weeks] before they take effect. The amendments are deemed approved if the Customer does not object in text form before they take effect. Obseria will expressly point out this consequence in the notification. If the Customer objects, either party may terminate the contract with effect from the date on which the amendment takes effect. Amendments to the main obligations, in particular the fees, are governed exclusively by section 6 (5) or require the Customer's consent.

16. Final provisions

1. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the registered office of Just Growing GmbH (Winnenden, Germany). Obseria may also sue the Customer at its general place of jurisdiction.
3. The Customer may only offset claims that are undisputed or have been legally established. The Customer may assign rights under the contract to third parties only with the consent of Obseria; § 354a of the German Commercial Code (HGB) remains unaffected.
4. Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid provision.