Terms of Service

General Terms and Conditions of onEco GmbH for the use of Prelumen. The German version prevails; this translation is provided for information purposes only.

Section 1 Scope, contracting parties, business customers only

(1) These General Terms and Conditions (the „Terms“) apply to all contracts for the use of the software services offered under the brand name Prelumen between onEco GmbH, Friedrichstrasse 171, 10117 Berlin, Germany („onEco“) and its customers (the „Customer“).

(2) The offering of onEco is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), at legal entities under public law and at special funds under public law. No contracts are concluded with consumers within the meaning of Section 13 BGB. By registering, the Customer warrants that it is entering into the contract in the exercise of its commercial or independent professional activity.

(3) Deviating, conflicting or supplementary terms of the Customer do not form part of the contract unless onEco expressly consents to their application in text form. This applies even where onEco performs the service without reservation while aware of such terms.

(4) Individual agreements between onEco and the Customer take precedence over these Terms.

Section 2 Subject matter of the contract

(1) onEco provides the Customer with software for use over the internet (software as a service). This does not entail acquisition of the software or any claim to the source code.

(2) Prelumen currently comprises the following services, which may be booked individually or together:

(3) The specific scope of services follows from the service description of the booked plan applicable at the time the contract is concluded, available on the product pages and during the booking process. Statements in advertising material, blog posts or presentations do not constitute an agreement on quality unless expressly designated as such.

(4) onEco develops the services continuously and is entitled to extend the scope of services and to modify individual functions, provided the core contractual benefit is preserved and the Customer is not unreasonably disadvantaged. onEco will announce any not merely insignificant reduction in the scope of services at least six weeks in advance in text form; Section 15 (2) applies accordingly.

(5) Functions expressly designated as „beta“, „preview“ or „test“ are provided without warranty and without any assurance of availability. onEco may change or discontinue them at any time.

Section 3 Conclusion of contract, registration, free plans

(1) The presentation of the services on the websites of onEco does not constitute a binding offer.

(2) The contract is concluded when the Customer selects a plan during the booking process, provides the requested information completely and accurately, and completes the booking by clicking the relevant button. onEco confirms the conclusion of the contract in text form.

(3) A user account is required in order to use the services. The Customer must provide the information requested during registration completely and accurately and update any changes without undue delay.

(4) onEco may provide services in whole or in part under a free plan or as a time-limited trial. These Terms apply accordingly to free services, with the proviso that onEco may modify or discontinue them at any time upon four weeks notice in text form. There is no entitlement to provision.

Section 4 Rights of use

(1) onEco grants the Customer the non-exclusive, non-transferable and non-sublicensable right, for the term of the contract, to use the booked services within the agreed scope for its own business purposes.

(2) The Customer may not make the services available to third parties for their use, resell them or offer them as its own service. This does not apply to affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act, nor to arrangements in which the Customer uses the services as part of a service provided to its own clients, for example agencies managing the websites of their clients, to the extent permitted by the booked plan. Reselling under the name of the Customer requires a separate reseller agreement.

(3) The Customer must not reverse engineer or decompile the services, circumvent security mechanisms, carry out automated queries to an extent that impairs system stability, or use the services to develop a competing product. Mandatory statutory rights, in particular Section 69e of the German Copyright Act, remain unaffected.

(4) All rights in the services, the underlying software, trademarks and other signs remain with onEco or its licensors.

Section 5 Customer obligations

(1) The Customer shall keep its credentials confidential, protect them from third-party access, and notify onEco without undue delay if there are indications of misuse of its account.

(2) The Customer is responsible for ensuring that the content and data it uploads or processes via the services are free from third-party rights and do not violate applicable law.

(3) Deployment of the analytics script. Where the Customer embeds Prelumen Analytics in a website, the Customer is itself responsible for the lawfulness of the data processing carried out there. In particular, the Customer must inform visitors to its website in accordance with Art. 13 GDPR, ensure a valid legal basis and, where required, obtain effective consent. onEco provides information and template texts for this purpose; this does not constitute a legal assessment of the individual case.

(4) The Customer shall indemnify onEco against third-party claims asserted against onEco as a result of a culpable breach of the obligations under paragraphs 2 and 3, including reasonable costs of legal defence. The Customer shall inform onEco without undue delay and support the defence as agreed.

(5) The Customer is responsible for regularly backing up the data it processes via the services, unless the booked plan provides for backups by onEco.

Section 6 Availability, maintenance, support

(1) onEco provides the services with an availability of 99.0 per cent as a monthly average at the transfer point. The transfer point is the router output of the data centre used by onEco.

(2) The following do not count as downtime: announced maintenance windows, disruptions due to force majeure, failures of third-party inputs beyond the control of onEco, and disruptions for which the Customer is responsible.

(3) onEco carries out maintenance work outside normal business hours where possible and, where it results in an interruption, announces it at least 48 hours in advance in text form or within the service. onEco may carry out immediate security measures without prior notice.

(4) onEco provides support within the scope of the booked plan, at minimum by email on business days. Any agreed response times follow from the service description.

Section 7 Remuneration, payment, default

(1) The prices stated during the booking process apply. All prices are net and exclusive of applicable statutory value added tax.

(2) Remuneration is due in advance for the respective billing period unless otherwise agreed. Billing is handled via the payment service provider selected during the booking process; onEco itself does not store complete payment instrument data.

(3) onEco provides invoices electronically in text form. The Customer consents to electronic invoicing.

(4) If the Customer is in default of payment, onEco is entitled to charge default interest of nine percentage points above the base rate as well as the lump sum under Section 288 (5) BGB. onEco reserves the right to assert further damages.

(5) If payment is more than 30 days overdue, onEco may suspend access to the services following prior notice in text form and expiry of a reasonable grace period. The payment obligation of the Customer continues during the suspension.

(6) The Customer may set off only against undisputed claims or claims established by final court decision. A right of retention is available to the Customer only in respect of claims arising from the same contractual relationship.

Section 8 Price adjustment

(1) onEco is entitled to adjust prices for ongoing contracts once per calendar year, upon eight weeks notice with effect from the beginning of a new billing period, in order to offset changes in its own costs, in particular personnel, energy, infrastructure and licence costs.

(2) onEco announces the adjustment in text form. If the price increases by more than five per cent, the Customer may terminate the contract in text form with effect from the date the adjustment takes effect. onEco will draw attention to this right of termination in the announcement.

Section 9 Term and termination

(1) The contract runs for the initial term selected during the booking process. In the absence of a selection, the initial term is one month.

(2) The contract renews for the duration of the initial term unless terminated with 14 days notice to the end of the respective term.

(3) Termination requires text form. It may be declared by email to [email protected] or, where provided, via the corresponding function in the Prelumen Hub.

(4) The right of either party to terminate for cause remains unaffected. Good cause exists for onEco in particular where the Customer is in default of payment for at least two billing periods or, despite warning, materially breaches Section 4 (3) or Section 5.

Section 10 Data after the end of the contract

(1) After the contract ends, onEco makes the data of the Customer available for retrieval for 30 days in a common, machine-readable format.

(2) After that period, onEco deletes the data of the Customer unless statutory retention obligations apply. The provisions of the data processing agreement take precedence.

Section 11 Data protection

(1) Both parties comply with the data protection provisions applicable to them.

(2) Where onEco processes personal data on behalf of the Customer in the course of providing the services, in particular data relating to visitors of the websites managed by the Customer, onEco acts as a processor. The basis for this is the data processing agreement pursuant to Art. 28 GDPR, which forms an annex to and part of this contract. The Customer is the controller within the meaning of Art. 4 (7) GDPR.

(3) onEco is itself the controller for the processing of the account and billing data of the Customer; details are set out in the privacy policy.

Section 12 Warranty

(1) onEco provides the services in a condition suitable for contractual use and maintains that condition for the term of the contract. The provisions of German tenancy law apply unless otherwise stipulated below.

(2) Strict liability for defects existing at the time the contract was concluded (Section 536a (1) alt. 1 BGB) is excluded. In all other respects, Section 13 applies.

(3) The Customer shall notify defects in text form without undue delay after discovery and describe them in a comprehensible manner.

(4) Insignificant impairments of usability do not give rise to warranty claims. Reduction of the fee by way of deduction is excluded; any claim for reduction must be asserted separately.

Section 13 Liability

(1) onEco is liable without limitation for intent and gross negligence, for injury to life, body or health, within the scope of any guarantee assumed, and under the German Product Liability Act.

(2) In cases of ordinary negligence, onEco is liable only for breach of a material contractual obligation, that is an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely. In such cases liability is limited to the foreseeable damage typical for this type of contract at the time the contract was concluded.

(3) Liability under paragraph 2 is limited in amount to the remuneration paid by the Customer in the twelve months preceding the event giving rise to the damage, but at least 5,000 euros per event of damage.

(4) Any further liability is excluded. In particular, within the scope of paragraphs 2 and 3, onEco is not liable for lost profits, unrealised savings or indirect damage.

(5) onEco is liable for loss of data only in the amount of the effort that would have been required for restoration had the Customer carried out proper and regular data backups.

(6) The above limitations of liability also apply for the benefit of the legal representatives, employees and vicarious agents of onEco.

Section 14 Confidentiality

(1) The parties shall treat as confidential all information of the other party obtained in the course of the cooperation that is designated as confidential or is evidently confidential by its nature, and shall use it only for the performance of the contract. This obligation continues for three years beyond the end of the contract.

(2) This does not apply to information that is or becomes publicly known without breach of this agreement, that was already known to the receiving party or was independently developed by it, or that must be disclosed by virtue of a statutory or official obligation.

(3) The parties may involve advisers bound by professional confidentiality obligations, as well as employees, to the extent they require the information to perform the contract.

Section 15 Amendments to these Terms

(1) onEco may amend these Terms where necessary to adapt to changes in the law, in supreme court case law, in technical conditions or in the services provided, and where the Customer is not unreasonably disadvantaged. The balance of performance and consideration remains unaffected.

(2) onEco announces amendments at least six weeks before they take effect, in text form. If the Customer does not object in text form before the amendments take effect, they are deemed accepted; onEco will draw separate attention to this effect and to the right of objection in the announcement. If the Customer objects, either party may terminate the contract with effect from the date the amendment takes effect; until then, the previous terms continue to apply.

Section 16 Reference to the Customer

onEco may name the Customer and use its logo for reference purposes. The Customer may object at any time in text form; onEco will then remove the reference within a reasonable period.

Section 17 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Berlin, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. onEco is also entitled to bring proceedings at the general place of jurisdiction of the Customer.

(3) onEco may transfer rights and obligations under this contract to an affiliated company or in the context of universal or singular succession. The Customer may transfer rights and obligations only with the prior consent of onEco in text form; such consent may not be withheld without good cause.

(4) Amendments and additions to this contract require text form. This also applies to any waiver of this text form requirement.

(5) Should any provision of this contract be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provision replaces the invalid provision.

(6) The German version of these Terms prevails. Translations are provided for information purposes only.

Version: 20 August 2026